SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                   FORM 10-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001.

                                       OR


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

                         Commission file number 0-23111

                             A Novo Broadband, Inc.
                 (Name of Small Business Issuer in Its Charter)

          Delaware                                               31-1239657
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

3015 Greene Street, Hollywood, Florida                                  33020
(Address of Principal Executive Offices)                              (Zip Code)

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Issuer's telephone number, including area code:                        (954) 921-3870

Securities registered under Section 12(b) of the Exchange Act:         None

Securities registered under Section 12(g) of the Exchange Act:         Common Stock, $0.001 par value
                                                                       (Title of Class)
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         Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes  X   No
          ---     ---

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this Form 10K-SB and such disclosure will not
be contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part I or Part II of this
Form 10-KSB or any amendment to this Form 10-KSB.

         The issuer's revenue for the 12 months ended September 30, 2001 was
$14,615,676

         The aggregate market value of the voting and non-voting common equity
(which consists solely of shares of Common Stock) held by non-affiliates of the
issuer as of November 30, 2001, computed by reference to the closing sales price
of the issuer's Common Stock on the Nasdaq Bulletin Board on that date, was
approximately $2,060,528.

         The number of shares of the issuer's Common Stock outstanding as of
November 30, 2001 was 4,915,842.

         Transitional Small Business Disclosure Format. Yes  X    No
                                                            ---     ---
                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the issuer's Proxy Statement for its Annual Meeting of
Shareholders to be held on May 13, 2002 and an Amendment to this 10KSB are
incorporated by reference into Part I hereof.

<PAGE>


                                     PART I
                                  ALTERNATIVE 2
                        ITEMS 6-11 OF MODEL B OF FORM 1-A

Certain statements in this report are forward-looking statements regarding
future events or our future financial performance. These statements are subject
to a number of risks and other factors which could cause actual results to
differ materially from those anticipated by the forward-looking statements.
Among such factors are industry development (including the rate at which digital
broadband services are introduced in our markets), competition (including direct
competition by equipment suppliers and system operators), customer acceptance of
and demand for our services, technological developments which may render our
services obsolete or unnecessary, availability of financing and our ability to
expand our facilities and manage growth and change, general business and
economic conditions, and our likely increasing dependence on new information
systems. Forward-looking statements are necessarily dependent upon assumptions,
estimates and data that are uncertain. No assurance can be given that the
anticipated results will be achieved, and future results may in fact differ
materially from those anticipated.

ITEM 6.  DESCRIPTION OF BUSINESS

Introduction

         A Novo Broadband, Inc. ("we" or the "Company") is engaged primarily in
the industrial scale repair and servicing of broadband equipment for equipment
manufacturers and operators of cable and other broadband systems in North
America. Formerly known as Cable Link, Inc., we changed our name in February
2001, to reflect a fundamental change in our business and our association with a
group of affiliated companies operating throughout Europe and in North and South
America as the "A Novo Group." In the past year, we have adapted and expanded
our operations to enable us to offer a range of equipment repair and maintenance
services at five regional service centers strategically located in proximity to
national and regional broadband system operators. We have taken this step to
meet anticipated repair service opportunities stemming from the ongoing
consumer-driven shift of broadband signal delivery in the United States and
Canada from analog to digital format.

Our Strategy

         Our goal is to be the largest and most successful digital equipment
service provider to the broadband market in North America. To achieve this goal,
we have established and are continuing to build relationships with broadband
equipment manufacturers and system operators who are the primary candidates for
our services. We offer them the opportunity to achieve significant economies and
efficiencies by outsourcing their repair and service functions.

          We perform these functions for our customers utilizing high volume
processing techniques that have been implemented successfully in Europe and are
available to us through our relationship with the A Novo Group. In Europe, A
Novo Group has been servicing the broadband equipment industry for more than
five years, providing digital equipment screening and testing, calibration,
repair, upgrade and maintenance both in and out of warranty. During this period,
A Novo Group has established working relationships with a number of broadband
equipment manufacturers that are significant suppliers to North American
markets, including Nokia Multimedia, Pace Micro Technology, Phillips, Pioneer,
Sony, and Thomson Multimedia. In the U.S., we have been providing a variety of
equipment-related services to system operators and equipment manufacturers since
1987.

         We believe that the resources and experience of A Novo Group in
combination with our new management team, existing skilled labor force,
technical knowledge base and industry relationships position us to capture a
significant early share of an expanding North American market.

         A critical component of our strategy is to obtain designation as an
authorized in-warranty service provider for the principal manufacturers of
digital broadband equipment. With each such designation, we gain access to the
proprietary and technical information that is essential for performance of the
required warranty services for the manufacturer's sophisticated digital
equipment and, in turn, enables us to perform out-of- warranty repair and
maintenance work for both the manufacturer and the system operators that use its
equipment. Without each specific manufacturer's authorization and proprietary
information, there is no practical way to access the service market for its
digital equipment. Through existing contacts, in fiscal 2001, we became an
authorized in-warranty service provider for digital broadband equipment
manufactured by Scientific Atlanta and Pace Micro Technology. In addition,
through our acquisition of the repair business of Broadband Services, Inc., we
became an in-warranty service provider for digital broadband equipment
manufactured by Motorola.


                                       2
<PAGE>

         Another critical component of our strategy has been the establishment
of regional service centers to meet opportunities stemming from the ongoing
trend to consolidation of system operators. Our five service centers are located
in proximity to many of the multiple system operators that now dominate our
industry, facilitating quick response and delivery times. We currently conduct
service operations at facilities in Hollywood, Florida, Los Angeles, California,
Columbus, Ohio, New Castle, Delaware, and Montreal, Canada

History

          The Company was formed as an Ohio corporation in 1987 and built its
business and reputation in the cable industry primarily by selling new, used and
refurbished cable television equipment domestically and in certain foreign
markets. To a lesser extent, we provided analog equipment repair services for
cable television system operators in the United States. In 1998, we purchased PC
& Parts, Inc., dba Auro Computer Services, which assembled and distributed
personal computers. Early in 2000, we discontinued Auro's operations.

         In a private transaction completed on August 7, 2000, A Novo Americas
LLC, a subsidiary of A Novo SA, invested $12 million as equity in the Company
for shares that constituted approximately 64% of our outstanding common stock. A
Novo Americas now holds approximately 57.5% of our outstanding common stock and
rights to acquire additional shares of our common stock on conversion of certain
outstanding indebtedness which would, upon conversion, increase their holdings
to 83.3% of our outstanding common stock. A Novo SA is a French corporation
whose securities are listed on the Paris Stock Exchange.

         In August 2000 we purchased the assets of Lavender Industries, Inc.,
based in the Los Angeles area, to expand our operations in the Southwestern
United States. In September 2000 we purchased the assets of Les
Telecommunications Valsysteme Inc., based in Montreal, Canada, to develop our
operations in the Northeastern United States and Eastern Canada. These
operations are now conducted through A Novo Canada, our wholly-owned subsidiary.

         To reflect the changed focus of our business and our affiliation with A
Novo Group, in November 2000, we began to do business under the name A Novo
Broadband. In February 2001, we changed our name and our NASDAQ ticker symbol
(now "ANVB") and reincorporated in Delaware.

         In August 2001, we purchased the assets of the equipment repair
business of Broadband Services, Inc. which had service centers in New Castle,
Delaware, Milwaukee, Wisconsin, and Pompano Beach, Florida. We closed the repair
centers in Milwaukee and Pompano Beach, and integrated the operations of those
centers into our Midwest and Southeast regional service centers. We continue to
maintain a warehouse in Milwaukee. As a result of this transaction, we became an
authorized in-warranty service provider for Motorola digital equipment.

         On December 23, 2001, Mr. Louis Brunel resigned as our President and
CEO. He was replaced by Mr. William Kelly, who was previously the head of the
repair business of Broadband Services, Inc. and joined us in September 2001, as
our chief operating officer.

Industry Overview

The Switch to Digital Signal Delivery

         The market we envision for our specialized services stems from current
and projected changes in the nature and availability of expanded broadband
service offerings and the related consumer equipment and software, requiring a
shift from analog to digital format for broadband signal delivery. This shift is
driven by a number of factors, including anticipated consumer interest in an
expanding menu of content and interactive services that require increased speed
of access and delivery or may benefit from higher quality signal delivery.
Although the pace of the transition may have suffered somewhat from the current
economic slowdown, we believe that the digitalization process is inevitable and
ultimately will require virtually all system operators to install digital
equipment to replace the existing base of analog equipment.


                                       3
<PAGE>

         Analog technology refers to an electronic transmission accomplished by
adding signals of varying frequency or amplitude to carrier waves of a given
frequency of alternating electromagnetic current. Broadcast and telephone
transmission have conventionally used analog technology. Digital technology
employs electronic transmission that generates, stores and processes data in two
states: positive and non-positive. Data transmitted or stored with digital
technology is expressed as a string of 0's and 1's. Digital technology is
primarily used with new physical communications media, such as satellite and
fiber optic transmission.

         Digital signal delivery is widely perceived as preferable to analog
delivery for a number of reasons. The primary advantages are the vastly greater
volume of information and speed of transmission available using the same
quantity of bandwidth. For example, digital technology enables a cable operator
to transmit the signals of up to ten channels using the bandwidth needed for
just one analog channel. As analog signals employ available bandwidth less
efficiently than digital signals, analog transmissions are relatively slow and
tend to create data bottlenecks that delay signal delivery. The speedier
delivery of digital signals tends to abate this problem. The quality or
integrity of digitally transmitted data is also noticeably better. The
difference as compared to data transmitted in analog format is frequently
compared to the difference in sound quality between a compact disc and a
phonograph record.

         We believe that the consumer demand in the broadband services market
will continue to cause technology upgrades, new functionalities, and more and
more complex products and services. We believe that new equipment with more
components and functions and the succession of more generations of products
concurrently in service in the field will generate more screening and testing,
calibration, repair, upgrade, and maintenance work. Similarly, more products and
diversity and more complexity should compound the need for more developed asset
management systems and services.

The Broadband Equipment Market

         Until recently, the dominant broadband system operators (principally
satellite and cable television providers) in North America focused on delivering
multiple channels of television to subscribers who pay a monthly fee for the
service. To provide this service, system operators invested heavily in network
infrastructure which frequently had extensive broadband capabilities but which
was typically limited by one-way analog technology at the subscriber site. A
cable television system consists of four principal components, all of which have
to be significantly modified or replaced to switch from analog to digital
technology:

o        The "up-link" whereby the programmer's signal is first scrambled and
         addressed and is then transmitted to a C-band satellite.

o        The cable system "headend" facility, which receives television signals
         from satellites and other sources. The headend facility organizes and
         retransmits those signals through the distribution network to the
         subscriber.

o        The distribution network, which consists of fiber optic and coaxial
         cables and associated electronic equipment (linegear), which originate
         at the headend. These monitor and maintain the picture quality
         throughout the transmission over the network up to the subscribers'
         premises.

o        The subscriber equipment, which comprises (1) a "dropwire" extending
         from the distribution network to the subscriber's viewing location and
         (2) the subscriber's television set or a decoder box and/or cable modem
         to which the dropwire connects. An addressable decoder box is a home
         terminal device which permits the delivery of authorized premium cable
         television services, including pay-per-view programming, by enabling
         the system operator to control subscriber services from a central
         headend computer. A cable modem is an interface between the cable
         network and the subscriber's personal computer which allows high speed
         Internet access.


                                       4
<PAGE>

Digital Decoders

         The move to digital signal delivery offers expanded opportunities for
inter-active and other subscriber services but requires system operators to make
a further significant capital investment and to procure and install millions of
digital decoders. The decoders need to be screened, calibrated, profiled and
tested prior to installation.

         The cost of a digital decoder or converter is substantially greater
than the cost of an analog decoder or converter. We believe that higher costs of
the new units will incentivize system operators to maximize the useful lives of
the new units by periodically maintaining and upgrading them. Historically, 25%
of all installed converters are removed and reinstalled each year due to, among
other things, tenant relocation. Each reinstallation of a digital unit requires
basic refurbishment, quality control and repair services, some of which can be
sophisticated and costly. Furthermore, digital decoders rely on hardware and
software components that are more complex than their analog counterparts and are
potentially subject to more frequent servicing for maintenance, upgrade and
improvement.

Our Market Opportunity

         We believe that the fundamental shift to digital signal delivery and
the resulting changes in the broadband equipment market, including the
introduction of digital decoders, will create lasting revenue growth
opportunities for us. The limited functionality and relatively low technology of
analog equipment has not generated comparable market conditions or, in our view,
comparable service opportunities.

         We believe that the shift to digital signal delivery compels broadband
equipment manufacturers to outsource maintenance services and focus on their
core businesses and, over time, will also compel system operators to outsource
the screening and testing of their new cable modems, digital decoders and
logistics services. The trend is already evident in North America, and we are
now witnessing significant market interest in contracting for our capabilities.
We believe this interest and the need for our services will continue to be
fueled by the following factors:

New Equipment Requires Local Handling

         The digital shift requires installation of new digital decoder boxes
which need to be appropriately programmed for each system operator on a local
basis prior to installation at a subscriber's premises. Manufacturers generally
do not maintain regional facilities to coordinate and perform these limited
functions, and the functions are not typically integral to a system operator's
facilities. On the other hand, they fit naturally into the technical and service
functions we are organized to perform. We initialize the digital decoder boxes
by coordinating the shipment of new equipment from the manufacturer to the
system operator, entering serial numbers in the system operator billing system,
downloading the local operational platform, and previewing the application guide
and generic channel map.

Nature of Equipment Manufacturer Plants

         We believe that equipment manufacturers will increasingly elect to
outsource repair and maintenance services in order to focus on design, research
and development, and manufacturing. Generally, their manufacturing facilities
are not configured to accommodate repair functions, which involves disassembling
equipment rather than putting it together. Many manufacturing plants are located
outside of the U.S. to take advantage of favorable labor rates, but remote
locations often make it difficult for the manufacturer to respond quickly to
demands for post-sale customer support. Furthermore, the repair of digital
equipment can be complicated and may require significant capital investment. In
light of these factors, we expect manufacturers to increasingly seek
efficiencies and economies of scale through outsourcing.

The Complex Technology of Digital Equipment

         Digital equipment is more complex and uses more sophisticated
technology than analog equipment. It is an axiom that the more complex things
become; the more likely they are to need service. We expect that the increased
volume of digital equipment in the field and the greater complexity of both the
hardware and software components of the equipment will increase the volume of
equipment needing repair and the quantity of service required to perform each
repair or service function. These factors should in turn increase the need for
other supplemental services we offer, such as sophisticated asset tracking and
management.


                                       5
<PAGE>

Extended Warranties

         To meet competition and offset resistance to high unit costs,
manufacturers are increasingly offering three-year warranties with their
products. The extended warranty increases the market opportunity for in-warranty
service.

         Because of the high costs of digital decoders, there is increased
incentive for system operators to maximize the useful lives of the new units by
periodically maintaining and upgrading them. To provide these functions for
them, we offer post-warranty service arrangements.

Increased Variety and Longevity of Equipment

         To administer service functions, we foresee a need for the
establishment and maintenance of huge databases as generations of digital
equipment overlap and are variably upgraded and as large system operators
intermix equipment produced by different manufacturers. We have developed
software to track all equipment received in our service centers and to maintain
a complete history of all work performed on an individual unit by serial number
and by manufacturer.

Industry Consolidation

         Consolidation among system operators is a continuing trend caused at
least in part by increased capital requirements to meet expanding demands for
equipment and service. Competition in local markets has forced some local
operators to consolidate to achieve the scope and size required to fund capital
needs and attract and develop necessary skills and systems. This consolidation
tends to eliminate local rework, repair and maintenance service providers who
were typically patronized by smaller system operators. Conversely, it tends to
favor larger service providers who offer regional facilities to support the
larger regional and national system operators that have historically centralized
their repair and maintenance functions. Our establishment of regional service
centers positions us to meet the needs of these larger operators.

Market Disparities

         The digitalization process in major U.S. markets generates obsolete
analog equipment which may have considerable utility in other smaller or
less-developed markets. This kind of disparity has existed through several
generations of analog equipment, and it affords us a continuing opportunity to
acquire, refurbish and resell excess new and used equipment.

Our Business

         Our business model is to enter into comprehensive servicing
arrangements with broadband equipment manufacturers and system operators. These
arrangements are based on a core menu of services consisting of:

         o        initializing new equipment for system operators prior to
                  installation; and

         o        calibrating, repairing, upgrading and maintaining the
                  equipment as an authorized warranty servicer for manufacturers
                  and under post-warranty arrangements for system operators.

         In conjunction with these core services, we offer a variety of
logistics functions, including tracking of customer inventory (by monitoring the
warranty and upgrade status of individual units of equipment on a real time
basis), and receiving, storing, packing and shipping new and used customer
assets to multiple locations.

         Thus, we offer manufacturers and system operators:

         o        a single relationship for all digital equipment service
                  requirements;


                                       6
<PAGE>

         o        the delivery of top quality technical support and reliable
                  maintenance and related services, using our proprietary
                  production processes and tracking and quality control systems;

         o        a close relationship through strong regional operations which
                  allows us to respond quickly to their needs and provide fast
                  turn-around;

         o        a real-time tracking system to monitor location of their
                  assets in our possession and the progress of these assets
                  through any process we manage; and

         o        logistics, warehousing and resale services.

         We continue to function as a broker and distributor of new and
refurbished broadband equipment, primarily in secondary and international
markets. During fiscal 2001 we derived a significant portion of our revenues
from these activities. Revenue from these activities is subject to significant
risks, however, because it depends on potentially volatile levels of capital
expenditures by the system operators who access the surplus equipment market.
The equipment we currently sell and service for manufacturers and system
operators includes analog converters, cable and digital subscriber line modems,
linegear, headend, power generators and power supplies, and test equipment. We
believe that our capability to deal with used and surplus equipment helps foster
relationships with the large system operators we are targeting as customers for
digital repair. Over the next several years, we anticipate that our relatively
low-margin equipment sales activities will represent a decreasing portion of our
total revenues as our volume in repair and related services increases.

Operations

         We have regional service centers in the Midwest (Columbus, Ohio),
MidAtlantic (New Castle, Delaware), Southeast (Hollywood, Florida), Northeast
(Montreal) and Southwest (Los Angeles). Each of our regional service centers is
equipped to perform a variety of testing and other technical service functions
on items of broadband equipment received from our customers. We maintain
appropriate test equipment and spare parts inventories at each location. Each
facility is staffed with engineers and technicians who are continually trained
in procedures to process equipment in accordance with applicable warranty
requirements. We typically provide our customers with our own six-month warranty
that equipment we process is operating according to manufacturers'
specifications. Our internal reporting structure provides information regarding
the work performed on each unit processed, and we provide this information to
the operator and manufacturer for evaluation.

         From our regional service centers we perform the following operations:

         Initialization-We coordinate the shipment of new equipment from the
manufacturer to the system operator, enter the serial numbers of the digital
decoder boxes in the system operator's billing system, download the operational
platform, and preview the application guide and generic channel map.

         Calibration, Repair, Upgrade and Maintenance - We calibrate, repair,
upgrade and maintain a variety of broadband system components. We handle analog
and digital decoders and cable modems, linegear, headend, and power supplies.

         Logistics Services - We store and distribute new and used equipment for
equipment manufacturers and system operators. We provide secure storage at our
regional service centers pending allocation and delivery of equipment to
designated systems

         Resale Services - We purchase surplus broadband equipment from system
operators and resell it.

         International Distribution - On behalf of certain manufacturers, we act
as a licensed distributor of certain broadband equipment to system operators
outside the United States, primarily in South and Central America. We
distribute, among other things, power supplies, fiber, cable, connectors,
passives and taps.

Competition

         Our primary competition in North America is a privately owned company
that we believe has capacity similar to ours and is authorized to provide
warranty service for three major suppliers of digital cable set top boxes.
Financial information about this competitor is not publicly available.


                                       7
<PAGE>

         We believe that warranty authorization from each significant broadband
equipment manufacturer represents a material threshold barrier to servicing that
manufacturer's equipment and is essential to enable us to compete effectively
for that business. We do not believe it is likely, although it is possible, that
any single manufacturer will authorize more than two or three third-party
service providers in North America. For this reason, we believe it is essential
to our competitive position to obtain and maintain such authorizations from as
many manufacturers as possible.

         We expect that our principal longer term competitors may be the
manufacturers and system operators, who are our target customers. Virtually all
of them are potentially capable of performing the services we now offer.
Attracting and retaining their business will depend, among other things, upon
our ability to convince them of the economies and efficiencies afforded to them
by outsourcing these services and our actual continuing cost-effective
performance of these services on a timely basis.

Customers

         Our customers consist principally of (1) equipment manufacturers, for
whom we typically do in-warranty maintenance and (2) broadband system operators
for whom we typically do out-of-warranty maintenance and provide logistics and
recycling and redistribution services (including acting as a dealer for purposes
of acquiring, refurbishing and disposing of their used equipment through
matching sales in other markets).

         Currently those of our customers who are system operators are cable
television system operators. We plan to offer services to direct broadcast
satellite providers as and when justified by market conditions.

In-Warranty Repair for Manufacturers:

We are approved as an "In-Warranty Service Center" by:

o        Scientific Atlanta for digital decoders and for advanced analog
         decoders and analog converters in Canada and the United States,
o        Pace Micro Technology for digital decoders in North America,
o        Motorola (which manufactures under the brand name General Instruments)
         for digital decoders, analog decoders and analog converters in Canada
         and the United States,
o        Com21 (TBC Friday) for all cable modems repaired in the United States,
         and
o        Alpha Technologies for power supplies in the United States.

Out-of-Warranty Repair for System Operators:

Our principal customers among system operators include:

o        Adelphia
o        AOL-Time Warner
o        AT&T Broadband,
o        Ameritech New Media,
o        Cablevision,
o        Charter,
o        Comcast,
o        Cox,
o        Insight Communications, and
o        Videotron.


                                       8
<PAGE>

         We currently provide redistribution services to customers outside the
United States for

o        Alpha Technologies,
o        ADC,
o        Gilbert,
o        Aegis, and
o        Times Fiber.

         We are not primarily dependent on any single customer. During the 12
months ended September 30, 2001, our three largest customers accounted for
approximately 28% of our total revenues.

Sales and Marketing

         Our sales activities are generated through relationships developed by
our corporate executives and by our sales personnel. We have established direct
contacts with major equipment manufacturers and system operators in the United
States, Canada, Mexico, Central America and Latin America.

Employees

         As of September 30, 2001, we employed approximately 201 people,
including 150 in production, 15 in sales and marketing, and 36 in management and
administration. Currently none of our employees in the United States are
represented by a labor union or are subject to a collective bargaining
agreement. Our production employees in Canada are represented by a labor union
and are subject to a collective bargaining agreement. We believe that our
relations with our employees are good.

Research and Development

         Since our services are based on the use of technology developed and
supplied by others, we do not expend material resources on research and
development.

Government Regulation

         Our operations are not subject to direct regulation or licensing under
federal, state, or local laws or regulations. While the operation of broadband
systems in the United States and Canada is subject to extensive regulation, such
regulation has only an indirect effect on our business.



                                       9
<PAGE>


                             SELECTED FINANCIAL DATA
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                       Statement of Operations Data:                                Fiscal 2001          Fiscal 2000
--------------------------------------------------------------------------------   ------------         ------------
<S>                                                                                <C>                  <C>
Revenues .......................................................................   $ 14,615,676         $ 10,865,748
Cost of sales ..................................................................     10,739,251            6,952,832
                                                                                   ------------         ------------
   Gross profit ................................................................      3,876,425            3,912,916

Selling, general and administrative expenses ...................................      7,593,660            3,483,023
                                                                                   ------------         ------------
   (Loss) income from operations ...............................................     (3,717,235)             429,893

 Total other income (expense) ..................................................        210,613             (484,644)
                                                                                   ------------         ------------
Loss before income taxes .......................................................     (3,506,622)             (54,751)
Benefit (provision) for income taxes
   Current .....................................................................        (65,000)            (240,000)
   Deferred ....................................................................      1,509,000               34,000
                                                                                   ------------         ------------
       Total benefit (provision) for income taxes ..............................      1,444,000             (206,000)
                                                                                   ------------         ------------
Loss from continuing operations ................................................     (2,062,622)            (260,751)
Discontinued operations
   Loss from operations of discontinued division, net of tax benefit of $0
       and $19,000 respectively ................................................             --              (68,773)

   Gain (loss) on disposal of division, net of tax (expense) benefit of
       ($104,000) and $266,000 respectively ....................................        169,076             (797,204)
                                                                                   ------------         ------------

Net loss .......................................................................   $ (1,893,546)        $ (1,126,728)
                                                                                   ============         ============

    Net loss per share - basic and diluted .....................................   $      (0.39)        $      (0.52)
                                                                                   ============         ============

    Weighted average shares outstanding ........................................      4,837,733            2,177,324
                                                                                   ============         ============





                            Balance Sheet Data:                                        As of                As of
--------------------------------------------------------------------------------   September 30,        September 30,
                                                                                       2001                 2000
                                                                                   ------------         ------------
Working capital ................................................................   $ (2,578,362)        $  8,136,392

Total assets ...................................................................     21,051,608           16,240,737

Long-term debt, including current portion of line of credit ....................        773,342            1,296,732

Shareholders' equity ...........................................................     11,025,703           12,707,915
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                                       10
<PAGE>


MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


         The following commentary should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included in Part F/S below.

Overview

         A Novo Broadband, Inc. ("we" or the "Company") is engaged primarily in
the industrial scale repair and servicing in North America of broadband
equipment for equipment manufacturers and operators of cable and other broadband
systems. Formerly known as Cable Link, Inc., we changed our name in February
2001, to reflect a fundamental change in our business and our association with a
group of affiliated companies operating throughout Europe and in North and South
America under the A Novo name. In the past year, we have adapted and expanded
our operations to enable us to offer a range of equipment repair and maintenance
services at five regional service centers strategically located in proximity to
national and regional broadband system operators. We have taken this step to
meet anticipated repair service opportunities stemming from the ongoing
consumer-driven shift of broadband signal delivery in the United States and
Canada from analog to digital format.

         Our goal is to be the largest and most successful digital equipment
service provider to the broadband market in North America. To achieve this goal,
we have established and are continuing to build relationships with broadband
equipment manufacturers and system operators who are the primary candidates for
our services. We offer them the opportunity to achieve significant economies and
efficiencies by outsourcing their repair and service functions. We perform these
functions for our customers utilizing high volume processing techniques that
have been implemented successfully in Europe and are available to us through our
relationship with the A Novo Group. In Europe, A Novo Group has been servicing
the broadband equipment industry for more than five years, providing digital
equipment screening and testing, calibration, repair, upgrade and maintenance
both in and out of warranty. In the U.S., we have been providing a variety of
equipment-related services to system operators and equipment manufacturers since
1987.

         We believe that the resources and experience of the A Novo Group in
combination with our new management team, existing skilled labor force,
technical knowledge base and industry relationships position us to capture a
significant early share of an expanding North American market.

         A critical component of our strategy is to obtain designation as an
authorized in-warranty service provider for the principal manufacturers of
digital broadband equipment. With each such designation, we gain access to the
proprietary and technical information that is essential for performance of the
required warranty services for the manufacturer's sophisticated digital
equipment and, in turn, enables us to perform out-of-warranty repair and
maintenance work for both the manufacturer and the system operators that use its
equipment. Without each specific manufacturer's authorization and proprietary
information, there is no practical way to access the service market for its
digital equipment. Through existing contacts, in fiscal 2001, we became an
authorized in-warranty service provider for digital broadband equipment
manufactured by Scientific Atlanta and Pace Micro Technology. In addition,
through our acquisition of the repair business of Broadband Services, Inc., we
became an in-warranty service provider for digital broadband equipment
manufactured by Motorola.

         Our business model is to enter into comprehensive servicing
arrangements with broadband equipment manufacturers and system operators. These
arrangements are based on a core menu of services consisting of:

         o        initializing new equipment for system operators prior to
                  installation; and

         o        calibrating, repairing, upgrading and maintaining the
                  equipment as an authorized warranty servicer for manufacturers
                  and under post-warranty arrangements for system operators.

         In conjunction with these core services, we offer a variety of
logistics functions, including tracking of customer inventory (by monitoring the
warranty and upgrade status of individual units of equipment on a real time
basis), and receiving, storing, packing and shipping new and used customer
assets to multiple locations.


                                       11
<PAGE>

         We continue to function as a broker and distributor of new and
refurbished broadband equipment, primarily in secondary and international
markets. During fiscal 2001 we derived a significant portion of our revenues
from these activities. Revenue from these activities is subject to significant
risks, however, because it depends on potentially volatile levels of capital
expenditures by the system operators who access the surplus equipment market.
The equipment we currently sell and service for manufacturers and system
operators includes analog converters, cable and digital subscriber line modems,
linegear, headend, power generators and power supplies, and test equipment. We
believe that our capability to deal with used and surplus equipment helps foster
relationships with the large system operators we are targeting as customers for
digital repair. Over the next several years, we anticipate that our relatively
low-margin equipment sales activities will represent a decreasing portion of our
total revenues as our volume in repair and related services increases and
provides the majority of our revenues.

Results of Operations

Sales

         Our sales consists of revenues from

         o        the repair of set top boxes, linegear, and power supplies;

         o        asset management, warehousing, and logistics for cable
                  equipment;

         o        sale of refurbished line gear and power supplies; and

         o        brokerage and sales of refurbished cable equipment.

         Sales for fiscal 2001 increased 35%, to $14.6 million, as compared to
$10.9 million for fiscal 2000. As a result of the increased focus on repair of
set top boxes, repair revenue increased 188% to $ 2.2 million, as compared to
$764,000 for fiscal 2000. Also, we recorded our first logistics revenue totaling
$633,000 in fiscal 2001. Sales from international distribution increased 149%,
to $3.5 million in fiscal 2001, as compared to $1.4 million for fiscal 2000.
Brokerage sales increased 40% to $5.3 million, as compared to $3.8 million in
fiscal 2000. Finally, sales of refurbished products decreased 39% to $3.0
million from $4.9 million in fiscal 2000.

         Our new business plan is focused on increasing repair and logistics
revenues which we expect will be generated by our relationships with the
manufacturers of equipment for the broadband market and the system operators
that use them. Specifically, we are targeting service and repair opportunities
for digital set top boxes for the cable industry, cable modems, and digital
subscriber line modems. However, brokerage and distribution sales are currently
necessary to sustain existing relationships and to develop new relationships
with system operators. Additionally, these activities are necessary to generate
revenues which will assist in funding our broader strategy.

         The acquisition of the assets constituting the repair division of
Broadband Services, Inc., which provided us in-warranty repair authorization for
Motorola products, as well as the in-warranty repair authorization designation
for Scientific Atlanta products, should result in increased sales of repair
services in fiscal 2002. For fiscal 2001, we recorded revenue from the newly
acquired repair business only for the month of September 2001.

Cost of Goods Sold

         The cost of goods sold was 73% of sales in 2001, compared to 64% in
2000. The overall gross margin percentages decreased over the two years, as a
result of an overall different mix of revenues and a writedown of inventory
related to the Company's refurbishment business. The cost of goods sold for
brokerage and refurbishment was higher this year than last year, as the slowdown
in capital expenditures in the cable industry caused selling prices to compress.
These higher costs were mitigated in fiscal 2001 by logistics revenue, which has
a relatively high gross margin.

          Margins for the current year were also adversely affected by the
expansion of capacity in our regional service centers. Direct labor expense
associated with the increased capacity is recognized in costs of goods sold. We
expect margins to increase as utilization of the expanded capacity improves.


                                       12
<PAGE>

Operating Expenses

         Operating expenses increased $4.1 million, or 118%, to $7.6 million in
fiscal 2001 from $3.5 million in fiscal 2000. Most of this increase is directly
attributable to the costs associated with our expanded capacity. We incurred an
additional $1.4 million of operating expenses during 2001 compared to 2000
because of our expanded capacity. An additional $130,000 in operating expenses
is attributable to amortization of goodwill relating to acquisitions prior to
July 1, 2001. Additionally, we have expanded our corporate staff to implement
the change in our business plan and manage our new administrative requirements.
This addition in staff and related expenses contributed $1.5 million of the
increase. We also recorded approximately $600,000 in severance costs for
employees terminated as of September 30, 2001.

Other Income and Expenses

         As a result of the $12,000,000 equity investment we received in August
of 2000, we maintained a significant cash balance during most of the year, which
resulted in our realizing interest income of $270,000 in fiscal 2001. There was
no interest income recorded in 2000. In fiscal 2000, immediately prior to the
equity investment, we entered into a five-year employment agreement with our
former chief executive officer, now our chief development officer, under which
he received a $400,000 bonus following the investment.

Income Tax Provision

         The effective tax rate on continuing operations was 41.2% for fiscal
2001 compared to 376.2% for fiscal 2000. The decrease is due to the timing of
events and the recording of deferred tax assets relating to the write off of
goodwill as a result of the discontinuance of certain operations in fiscal 2000.
We have not recorded any valuation allowance against our deferred tax assets,
because it is management's belief that we will realize profits in the near term
that will fully utilize our net operating loss carryforwards.

Discontinued Operations

         In February 2000, we decided to close our subsidiary, Auro, and the
operations of Auro were discontinued on February 21, 2000. As of December 31,
1999, we recorded a charge for the expected loss on disposition of Auro's
assets, net of tax effects. The assets were written down to their estimated net
realizable values. During fiscal 2001, we adjusted the remaining liabilities
that had been recorded on Auro's books, and realized a gain of $169,000, net of
income taxes. Pursuant to a guaranty, in October 2000, we satisfied indebtedness
of Auro to a commercial bank. The indebtedness was reflected as a liability on
our balance sheet as of September 30, 2000.

Liquidity and Capital Resources

         For fiscal 2000 and fiscal 2001, we met our operating cash requirements
by using excess cash and by borrowing under a credit line from a commercial
bank. In fiscal 2000, we obtained $12 million from the private sale of equity to
A Novo. During 2001, we used $10.6 million in cash for investing activities;
including $2.4 million for property and equipment and $8.2 million for our
purchase of the repair business of Broadband Services, Inc.

         On August 31, 2001, we purchased assets constituting the repair
business of Broadband Services, Inc. for $8 million cash, subject to
post-closing adjustments, and the assumption of certain related liabilities. To
fund the acquisition we used existing cash and a $4.97 million bridge loan from
our affiliate, A Novo Americas, due on January 30, 2002, with interest at 2%
over EURIBOR (not to exceed 6%). The bridge loan is convertible into shares of
our common stock at $1.40 per share (a maximum of 3,786,640 shares as of
December 14, 2001 based on a loan balance of $5.30 million as of that date). Our
working capital deficit at September 30, 2001, reflects the outstanding bridge
loan balance as a short-term liability. Management expects the bridge loan to be
extended or converted at maturity.

         We maintain a credit facility with a commercial bank providing for
advances of up to $1.5 million, with interest on the advances at the bank's
prime rate plus 1%. The facility is secured by substantially all of our assets.
Balances under the facility are due, and the facility expires, on January 31,
2002. Advances under the facility totaled $500,000 outstanding at September 30,
2001and $1.49 million outstanding at January 4, 2002.


                                       13
<PAGE>

       We are currently in discussions with a different financial institution to
obtain a new $3.0 million credit facility, a portion of which would be used to
repay our existing credit facility at or prior to its maturity. We cannot be
certain that we will obtain this new facility.

         We believe that the proposed new credit facility together with cash
flow from operations and working capital advances from A Novo SA will be
adequate to meet our working capital and capital expenditure needs for fiscal
2002. If we are unable to obtain the new facility or our parent does not provide
required advances, we will have immediate need for an alternate source of
liquidity to meet our working capital requirements. We cannot be certain that we
will be able to obtain an alternate source of working capital on a timely basis.

         An important element of our business strategy has been the acquisition
of similar businesses and the integration of such businesses into our existing
operations. Any future such acquisitions would probably require that we obtain
additional financing through the public or private issuance of additional debt
or equity securities.

Recent Accounting Pronouncements

         In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets". These statements prohibit
pooling-of-interests accounting for transactions initiated after June 30, 2001,
require the use of the purchase method of accounting for all combinations after
June 30, 2001, and establish new standards for accounting for goodwill and other
intangibles acquired in business combinations. Goodwill will continue to be
recognized as an asset, but will not be amortized as previously required by APB
Opinion No. 17, "Intangible Assets." Certain other intangible assets with
indefinite lives, if present, may also not be amortized. Instead, goodwill and
other intangible assets will be subject to periodic (at least annual) tests for
impairment and recognition of impairment losses in the future could be required
based on a new methodology for measuring impairments prescribed by these
pronouncements. The revised standards include transition rules and requirements
for identification, valuation and recognition of a much broader list of
intangibles as part of business combinations than prior practice, most of which
will continue to be amortized. Our prospective financial statements may be
significantly affected by the results of future periodic tests for impairment as
well as the lack of amortization of goodwill. In addition, the amount and timing
of non-cash charges related to intangibles acquired in business combinations
will change significantly from prior practice.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which will be effective for fiscal years beginning
after June 15, 2002. This statement requires companies to recognize asset
retirement liabilities when they are incurred, measure them at their fair value,
and classify the accrued amount as a liability in the balance sheet.
Additionally, the recorded asset retirement liability is accreted to the
ultimate payout amount, with the accretion being classified as interest expense.
The Company does not expect the adoption of this statement to have a material
impact on its financial position and its results of operations.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Live Assets" which will be effective for fiscal
years beginning after December 31, 2001. This statement address accounting for
the impairment or disposal of long-lived assets by requiring one accounting
model to be used for long-lived assets to be disposed if by sale, whether
previously held and used or newly acquired, and by broadening the presentation
of discontinued operations to include more disposable transactions. The effect
of adoption of this new pronouncement is unknown at this time and Management is
assessing the impact of adoption, if any, at the present time.

ITEM 7.  DESCRIPTION OF PROPERTY

         We occupy buildings that contain approximately 128,500 square feet of
office, plant and warehouse space at six locations in the United States and
Canada. All of this space is leased under agreements that expire at various
dates through 2009. Our principal facilities are as follows:

                                       14
<PAGE>

<TABLE>
<CAPTION>

                                   Approximate
      Location                     Square Feet       Description                            Lease Term
      --------                     -----------       -----------                            ----------
<S>                                     <C>                                                         <C>
      Hollywood, Florida                24,000       Offices, plant and warehouse          February 2006
      Columbus, Ohio                    70,000       Offices, plant and warehouse          December 2009
      Los Angeles, California           24,000       Offices, plant and warehouse          November 2005
      Newport, Delaware                 40,000       Offices, plant and warehouse          June 2003
      Milwaukee, Wisconsin               6,000       Warehouse                             July 2002
      Montreal, Canada                  12,000       Offices, plant and warehouse          June 2003
</TABLE>

         We consider these facilities adequate for our current needs. We believe
that suitable additional space will be available, as needed, to accommodate
further physical expansion of our operations, including additional sales,
storage and service facilities to meet demand in other regions of North America.
We anticipate seeking additional space at other appropriate locations within the
next 12 months.

         In the Northeast, in addition to our own offices in Montreal, we have
access to 88,000 square feet of nearby plant and warehouse space leased by a
subcontractor.

ITEMS 8-11 The information required by these items is set forth in the Proxy
Statement for our Annual Meeting of Shareholders scheduled to be held on May 13,
2001 or in an Amendment to this 10KSB and is incorporated herein by this
reference.



                                       15
<PAGE>


                                     PART II

ITEM 1. MARKET PRICE HAVE AND DIVIDENDS ON THE ISSUER'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS

         Our Common Stock is traded on the NASDAQ Bulletin Board. The range of
high and low bids for the Common Stock for each quarter during the two years
ended September 30, 2001, is as follows:
<TABLE>
<CAPTION>

         Fiscal 2000                                                                     High        Low
         ----------------------------------------------------------------------------    ----        ---
<S>                                                                                     <C>     <C>
         Quarter Ended December 31, 1999.............................................   $ 1.19  $  0.69
         Quarter Ended March 31, 2000................................................     6.50     0.73
         Quarter Ended June 30, 2000.................................................     4.00     1.69
         Quarter Ended September 30, 2000............................................     4.94     1.94

         Fiscal 2001
         ----------------------------------------------------------------------------
         Quarter Ended December 31, 2000.............................................   $ 4.38  $  2.00
         Quarter Ended March 31, 2001................................................     4.50     3.13
         Quarter Ended June 30, 2001.................................................     4.90     3.30
         Quarter Ended September 30, 2001............................................     4.30     2.35
</TABLE>

         These amounts reflect inter-dealer quotations, without retail mark-up,
mark down or commission, and may not represent actual transactions. There were
approximately 77 holders of our Common Stock of record on November 30, 2001. All
amounts shown have been adjusted for prior stock splits and stock dividends.

Dividend Policy

         We have not declared or paid cash dividends on our Common Stock since
our inception. The Board of Directors presently intends that for the foreseeable
future any earnings we may achieve will be retained for use in our business and
will not be paid as dividends on our Common Stock.

ITEM 2.  LEGAL PROCEEDINGS

          None

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         None.

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

         None.

ITEM 5.  COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors and persons who
own more than 10% of a registered class of the Company's equity securities
(collectively, the "Reporting Persons") to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Company with copies of these reports. To the Company's knowledge, based solely
on a review of the Forms 3, 4, and 5 submitted to the Company during and with
respect to Fiscal 2001, there are no known failures to file a required Form 3, 4
or 5 and, except for a late filing of a Form 4 by each of A Novo Americas LLC
and A Novo SA and a late filing of a Form 3 by William Kelly, no known late
filings of a required Form 3, 4 or 5 during Fiscal 2001 by any person required
to file such forms with respect to the Company pursuant to Section 16 of the
Exchange Act.


                                       16
<PAGE>

ITEM 6. REPORTS ON FORM 8-K.

         On September 17, 2001, we filed a current report on Form 8-K in
connection with our purchase of substantially all the assets of the repair
business of Broadband Services, Inc.

         On November 6, 2001, we filed an amended current report on Form 8-K/A
in connection with our purchase of substantially all the assets of the repair
business of Broadband Services, Inc.


                                       17
<PAGE>







                                    PART F/S

                             A NOVO BROADBAND, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                   * * * * * *

                               For the Years Ended
                           September 30, 2001 and 2000






<PAGE>



C O N T E N T S

                                                                          Page

INDEPENDENT AUDITORS' REPORT                                              F-2

CONSOLIDATED BALANCE SHEETS                                               F-3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS              F-5

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS                                     F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                F-9



                                      F-1
<PAGE>

To the Board of Directors and Stockholders
A Novo Broadband, Inc. and subsidiaries
Hollywood, Florida



INDEPENDENT AUDITORS' REPORT


         We have audited the accompanying consolidated balance sheets of A Novo
Broadband, Inc. and subsidiaries (the Company) as of September 30, 2001, and
September 30, 2000, and the related consolidated statements of operations and
comprehensive loss, changes in stockholders' equity, and cash flows for the
years then ended. These consolidated 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 auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of A Novo
Broadband, Inc. and subsidiaries as of September 30, 2001, and September 30,
2000, and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.





GBQ Partners LLP

Columbus, Ohio
November 8, 2001


                                      F-2
<PAGE>


                     A NOVO BROADBAND, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                  September 30,    September 30,
                                                      2001             2000
                                                 ------------      ------------
   CURRENT ASSETS
   Cash ....................................     $    320,696      $  7,104,915
   Accounts receivable, net ................        4,267,857         2,508,590
   Inventories, net ........................        1,871,350         1,481,718
   Notes receivable-related parties ........          200,000           200,000
   Prepaid and other assets ................          163,306           160,324
   Deferred income taxes ...................          541,000            47,000
                                                 ------------      ------------

     Total current assets ..................        7,364,209        11,502,547
                                                 ------------      ------------

PROPERTY AND EQUIPMENT, at cost
   Furniture and fixtures ..................        1,217,341           644,705
   Equipment ...............................        2,885,684           862,253
   Leasehold improvements ..................          523,371           210,241
   Construction in progress ................           57,000                --
                                                 ------------      ------------
                                                    4,683,396         1,717,199

   Less accumulated depreciation ...........       (1,216,323)       (1,015,459)
                                                 ------------      ------------

     Net property and equipment ............        3,467,073           701,740
                                                 ------------      ------------

OTHER ASSETS
   Notes receivable-related parties ........               --           200,000
   Goodwill, net ...........................        8,528,807         3,167,411
   Deferred income taxes ...................        1,552,000           641,000
   Other assets ............................          139,519            28,039
                                                 ------------      ------------

     Total other assets ....................       10,220,326         4,036,450
                                                 ------------      ------------

TOTAL ASSETS ...............................     $ 21,051,608      $ 16,240,737
                                                 ============      ============

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      F-3
<PAGE>



                     A NOVO BROADBAND, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   September 30,   September 30,
                                                        2001           2000
                                                   ------------    ------------
   CURRENT LIABILITIES
   Current portion of long-term obligations ....   $    190,008    $    192,496
   Notes payable - bank ........................        500,000         937,569
   Note payable - related party ................      4,971,940              --
   Accounts payable ............................      3,039,259       1,911,285
   Accrued expenses
     Payroll and related taxes .................        990,935         223,577
     Other .....................................        250,429         101,228
                                                   ------------    ------------

     Total current liabilities .................      9,942,571       3,366,155
                                                   ------------    ------------

LONG-TERM LIABILITIES ..........................         83,334         166,667

     Total liabilities .........................     10,025,905       3,532,822
                                                   ------------    ------------

STOCKHOLDERS' EQUITY
   Common stock ................................          4,915      13,449,014
   Additional paid-in-capital ..................     13,861,873         159,136
   Accumulated other comprehensive loss ........        (47,304)             --
   Retained deficit ............................     (2,793,781)       (900,235)
                                                   ------------    ------------

     Total stockholders' equity ................     11,025,703      12,707,915
                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....   $ 21,051,608    $ 16,240,737
                                                   ============    ============


         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                      F-4
<PAGE>



                     A NOVO BROADBAND, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPRENHENSIVE LOSS
<TABLE>
<CAPTION>

                                                                 Year Ended     Year Ended
                                                                  9/30/01        9/30/00
                                                               ------------    ------------
<S>                                                            <C>             <C>
Revenues ...................................................   $ 14,615,676    $ 10,865,748

Cost of sales ..............................................     10,739,251       6,952,832
                                                               ------------    ------------

   Gross profit ............................................      3,876,425       3,912,916

Selling, general and administrative expenses ...............      7,593,660       3,483,023
                                                               ------------    ------------

   (Loss) income from operations ...........................     (3,717,235)        429,893
                                                               ------------    ------------

Other income (expense)
   Interest income .........................................        270,152              --
   Acquisition bonus .......................................             --        (400,000)
   Interest expense ........................................        (59,539)        (84,644)
                                                               ------------    ------------

       Total other income (expense) ........................        210,613        (484,644)
                                                               ------------    ------------

Loss before income taxes ...................................     (3,506,622)        (54,751)
                                                               ------------    ------------
Benefit (provision) for income taxes
   Current .................................................        (65,000)       (240,000)
   Deferred ................................................      1,509,000          34,000
                                                               ------------    ------------
       Total benefit (provision) for income taxes ..........      1,444,000        (206,000)
                                                               ------------    ------------

Loss from continuing operations ............................     (2,062,622)       (260,751)
Discontinued operations
   Loss from operations of discontinued division,
     net of tax benefit of $0 and $19,000 respectively ....              --         (68,773)

   Gain (loss) on disposal of division, net of tax (expense)
       benefit of ($104,000) and $266,000 respectively .....        169,076        (797,204)
                                                               ------------    ------------

Net loss ...................................................     (1,893,546)     (1,126,728)

Other comprehensive loss ...................................        (47,304)             --
                                                               ------------    ------------

Total comprehensive loss ...................................   $ (1,940,850)   $ (1,126,728)
                                                               ============    ============

Basic and diluted earnings per share:
    Loss from continuing operations ........................   $      (0.42)   $      (0.12)
    Gain (loss) on discontinued operations .................           0.03           (0.40)
                                                               ------------    ------------
    Net loss per share .....................................   $      (0.39)   $      (0.52)
                                                               ============    ============

    Weighted average shares outstanding ....................      4,837,733       2,177,324
                                                               ============    ============
</TABLE>



         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                      F-5
<PAGE>


                     A NOVO BROADBAND, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                 For the years ended September 30, 2001 and 2000
<TABLE>
<CAPTION>

                                        Shares Issued
                                             and                                                      Accumulated
                                         Outstanding                     Additional      Retained        Other            Total
                                             of                           Paid-in       (Deficit)     Comprehensive    Shareholders'
                                         Common Stock   Common Stock      Capital        Earnings          Loss          Equity
                                         ------------   ------------    ------------   ------------    ------------    ------------
<S>                  <C> <C>                <C>         <C>             <C>            <C>             <C>             <C>
Balance at September 30, 1999 ........      1,695,076   $  1,472,357    $    136,136   $    226,493    $         --    $  1,834,986

Exercise of options and warrants .....         13,860         24,507              --             --              --          24,507

Common shares issued .................      3,040,666     11,952,150              --             --              --      11,952,150

Remittance of proceeds from a
     restricted stock sale ...........             --             --          23,000             --              --          23,000

Net loss .............................             --             --              --     (1,126,728)             --      (1,126,728)
                                         ------------   ------------    ------------   ------------    ------------    ------------
Balance at September 30, 2000 ........      4,749,602     13,449,014         159,136       (900,235)             --      12,707,915

Exercise of options and warrants .....        165,740         64,342         194,296             --              --         258,638

Issuance of $0.001 par value
     common stock ....................             --    (13,508,441)     13,508,441             --              --              --

Foreign currency translation
     adjustments .....................             --             --              --             --         (47,304)        (47,304)

Net loss .............................             --             --              --     (1,893,546)             --      (1,893,546)
                                         ------------   ------------    ------------   ------------    ------------    ------------
Balance at September 30, 2001 ........      4,915,342   $      4,915    $ 13,861,873   $ (2,793,781)   $    (47,304)   $ 11,025,703
                                         ============   ============    ============   ============    ============    ------------
</TABLE>



         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                      F-6
<PAGE>


                     A NOVO BROADBAND, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                       Year Ended      Year Ended
                                                                         9/30/01         9/30/00
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
   Cash Flows From Operating Activities
   Net loss .......................................................   $ (1,893,546)   $ (1,126,728)
                                                                      ------------    ------------
Adjustments to reconcile net loss to net cash (used in) provided by
   operating activities:
   Depreciation and amortization ..................................        535,077         350,095
   Loss on disposal of property and equipment .....................         54,304          11,299
   Provision (credit) for losses on receivables ...................             --         (67,242)
   Provision for inventory obsolescence ...........................        536,105              --
   Acquisition bonus ..............................................        200,000              --
   Deferred income taxes ..........................................     (1,509,000)        (34,000)
   (Gain) loss on disposal of division ............................       (169,076)        797,204
   (Increase) decrease in operating assets:
       Accounts receivable ........................................         96,936         (55,991)
       Inventories ................................................       (419,400)         24,042
       Prepaid and other assets ...................................        (32,536)         85,818
   Increase (decrease) in operating liabilities:
       Accounts payable ...........................................        870,207         250,323
       Accrued expenses ...........................................        871,917        (104,913)
                                                                      ------------    ------------
           Total adjustments ......................................      1,034,534       1,256,635
                                                                      ------------    ------------

Net cash (used in) provided by operating activities ...............       (859,012)        129,907
                                                                      ------------    ------------
Cash Flows From Investing Activities
Purchase of property and equipment ................................     (2,359,328)       (296,098)
Acquisition of assets of Broadband Services .......................     (8,227,876)             --
Acquisition of assets of Lavender .................................             --        (200,000)
Acquisition of assets of Les Telecommunications ...................             --      (2,756,484)
Loan to related party .............................................             --        (400,000)
                                                                      ------------    ------------
Net cash used in investing activities .............................    (10,587,204)     (3,652,582)
                                                                      ------------    ------------
Cash Flows From Financing Activities
Proceeds from sale of common stock and exercise of stock options
       and warrants ...............................................             --      11,976,657
                                                                                           213,447
Proceeds from restricted stock sale ...............................             --          23,000
Net payments on notes payable - bank ..............................       (437,569)       (860,366)
Borrowings on notes payable - related party .......................      4,971,940              --
Principal payments on long-term obligations .......................        (83,333)       (564,280)
Payments on covenants not to compete ..............................             --         (46,664)
Payments on capital lease obligations .............................         (2,488)        (31,329)
                                                                      ------------    ------------
Net cash provided by financing activities .........................      4,661,997      10,497,018
                                                                      ------------    ------------

Net (decrease) increase in cash ...................................     (6,784,219)      6,974,343

Cash - beginning of period ........................................      7,104,915         130,572
                                                                      ------------    ------------

Cash - end of period ..............................................   $    320,696    $  7,104,915
                                                                      ============    ============
</TABLE>

         The accompanying notes are an integral part of the consolidated
                             financial statements.


                                      F-7
<PAGE>


                     A NOVO BROADBAND, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

                                                     Year Ended     Year Ended
                                                       9/30/01        9/30/00
                                                    -----------     -----------
Cash paid during the period for:
   Interest ......................................         25,783         84,643


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

The assets acquired and liabilities assumed as part of the acquisitions made are
as follows:


Lavender Industries, Inc. ......................
   Current assets ..............................    $        --     $   181,733
   Net property and equipment ..................             --          97,920
   Goodwill ....................................             --         459,721
   Current liabilities .........................             --         (76,752)
   Long-term debt assumed ......................             --        (462,622)
                                                    -----------     -----------

       Cash paid ...............................    $        --     $   200,000
                                                    ===========     ===========

Les Telecommunications Valsysteme, Inc. ........
   Current assets ..............................    $        --     $    25,410
   Net property and equipment ..................             --          16,780
   Goodwill ....................................             --       2,714,294
                                                    -----------     -----------

       Cash paid ...............................    $        --     $ 2,756,484
                                                    ===========     ===========

Repair Division of Broadband Services, Inc. ....
   Current assets ..............................    $ 2,404,376     $        --
   Net property and equipment ..................        817,110              --
   Deposits - long-term ........................         40,900              --
   Goodwill ....................................      5,539,672              --
   Current liabilities .........................       (443,270)             --
                                                    -----------     -----------

       Cash paid ...............................    $ 8,358,788     $        --
                                                    ===========     ===========

The Company recorded a payable to Broadband Services, Inc. in the amount of
$130,102 for the acquired net assets at September 30, 2001, which is included in
the Company's accounts payable on the consolidated balance sheet. This amount
was due as an adjustment based on the amount of net assets received by the
Company.


         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                      F-8
<PAGE>



                     A NOVO BROADBAND, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    September 30, 2001 and September 30, 2000
================================================================================

NATURE AND SCOPE OF BUSINESS


      A Novo Broadband, Inc. (the Company) is a majority-owned (57%) subsidiary
      of A Novo Americas, LLC. The Company provides repair, calibration, upgrade
      and maintenance of analog and digital decoders, cable and DSL modems,
      linegear, headend, power generator and power supplies for equipment
      manufacturers and broadband system operators. The Company also provides
      screening, testing and profiling for new equipment for market
      introduction; asset management services; logistics systems and services;
      equipment resale services; and international distribution services. The
      Company has service centers in Columbus, Ohio; Los Angeles, California;
      New Castle, Delaware; Hollywood, Florida; and Montreal, Canada.

      The Company resold computer hardware and assembled computer hardware
      components into personal computers through a wholly owned subsidiary, PC &
      Parts, Inc., dba Auro Computer Services (Auro). The Company discontinued
      the operations of Auro on February 21, 2000.

      The Company formed a foreign sales corporation (FSC) subsidiary during
      1998 in order to realize the tax benefits attributable to its foreign
      sales.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


      Use of Estimates

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

      Principles of Consolidation

      The consolidated financial statements are on the accrual basis of
      accounting and include the financial statements of the Company, Auro, and
      the FSC for the years ended September 30, 2001 and 2000, and include the
      financial statements of A Novo Canada after the acquisition closing date
      of September 12, 2000. All material intercompany balances and transactions
      are eliminated in consolidation.

      The following unaudited proforma consolidated results of operations of
      the Company for the years ended September 30, 2001 and 2000 assume that
      the acquisition occurred on October 1, 1999. The proforma results are
      not necessarily indicative of the actual results of operations that
      would have been achieved nor are they necessarily indicative of future
      results of operations.


                                      F-9
<PAGE>

                                                      2001              2000

Revenue                                        $   22,281,000    $   18,605,000

Loss before discontinued operations                (1,879,000)         (218,000)

Net loss                                           (1,709,924)       (1,083,977)

Earnings (Loss) per share

    From continuing operations                 $         (.39)   $         (.10)

    Discontinued operations                               .03              (.40)
                                               --------------    --------------

Total                                          $         (.36)   $         (.50)
                                               ==============    ==============

      Accounts Receivable

      The Company utilizes the allowance method of accounting for accounts
      receivable and has provided for possible uncollectible amounts in the
      accompanying financial statements approximately $130,000 and $6,000 as of
      September 30, 2001 and September 30, 2000, respectively.

      Foreign Currency Translation

      Assets and liabilities denominated in foreign currency are translated into
      U.S. dollars at the current rate of exchange existing at year-end and
      historical rates, as applicable, and revenues and expenses are translated
      at the average monthly exchange rates. Translation gains and losses
      resulting from changes in the exchange rates from year-to-year are
      accumulated in a separate component of stockholders' equity.




                                      F-10
<PAGE>


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Inventories

      The Company's inventories consist of parts used to refurbish, repair cable
      TV equipment, and new and used cable equipment. Inventory is valued at the
      lower of cost or market, using the weighted average-cost method. New and
      used inventory items are separately identified as items of inventory. The
      weighted average cost is calculated per item of inventory. Impairment and
      changes in market value are evaluated on a per item basis.

      If the cost of the inventory exceeds the market value evaluation based on
      total inventory, provisions are made for the difference between the cost
      and the market value. Provision for potential obsolete or slow moving
      inventory is made based on analysis of inventory levels, changes in
      technology and future sales forecasts.

      Property and Equipment

      Property and equipment is carried at cost, less accumulated depreciation,
      computed using the straight-line method over the estimated useful lives of
      the related assets. Furniture and fixtures, equipment, and rental
      equipment are depreciated over lives ranging from three to seven years.
      Leasehold improvements are depreciated over the shorter of the lease term
      or useful life of the improvement, generally six to seven years. Major
      renewals and betterments are capitalized and depreciated; maintenance and
      repairs that neither improve nor extend the life of the respective assets
      are charged to expense as incurred. Upon disposal of assets, the cost and
      related accumulated depreciation are removed from the accounts and any
      gain or loss is included in income. Depreciation expense was $356,801 and
      $289,116 for the years ended September 30, 2001 and 2000, respectively.

      Goodwill

      In June 2001, the Financial Accounting Standards Board issued Statements
      of Financial Accounting Standards (SFAS) No. 141, "Business Combinations"
      and SFAS No. 142, "Goodwill and Other Intangible Assets". These statements
      prohibit pooling-of-interests accounting for transactions initiated after
      June 30, 2001, require the use of the purchase method of accounting for
      all combinations after June 30, 2001, and establish new standards for
      accounting for goodwill and other intangibles acquired in business
      combinations. Goodwill will continue to be recognized as an asset, but
      will not be amortized after adoption of SFAS 141 and 142. Certain other
      intangible assets with indefinite lives, if present, may also not be
      amortized. Instead, goodwill and other intangible assets will be subject
      to periodic (at least annual) tests for impairment and recognition of
      impairment losses in the future could be required based on a new
      methodology for measuring impairments prescribed by these pronouncements.
      The revised standards include transition rules and requirements for
      identification, valuation and recognition of a much broader list of
      intangibles as part of business combinations than prior practice, most of
      which will continue to be amortized. The Company's prospective financial
      statements may be significantly affected by the results of future periodic
      tests for impairment, which cannot be estimated. In addition, the amount
      and timing of non-cash charges related to intangibles acquired in business
      combinations will change significantly from prior practice.

      Goodwill was recorded to reflect the amount paid in August 2001 and August
      and September 2000 by the Company to acquire certain assets from unrelated
      companies in excess of the fair market value of the assets acquired and
      the liabilities assumed. Consistent with the new guidelines of SFAS 141
      and 142, goodwill acquired as part of an acquisition after June 30, 2001
      is not subject to amortization. Amortization is required on goodwill
      acquired as part of an acquisition prior to June 30, 2001 until the
      Company adopts SFAS 142. Goodwill is shown net of accumulated amortization
      of $184,880 and $6,604 as of September 30, 2001 and 2000 respectively.

      Warranty

      Warranties are extended on the repair of set top boxes for six months, and
      on new, repaired and refurbished cable products for periods of up to one
      year. The Company has established a reserve for warranties on certain
      products. Warranties are not extended for used cable equipment. The
      Company's warranty accrual is included in other accrued expenses on the
      consolidated balance sheet and was $42,000 at September 30, 2001. The
      Company did not accrue for warranty expenses at September 30, 2000.


                                      F-11
<PAGE>

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Revenue Recognition

      Revenues are recognized when the related products are completed and
      delivered or services are performed. Revenues from service contracts are
      recognized over the terms of the contract as services are provided.

    Earnings Per Share (EPS)

      The following table sets forth the computation of basic and diluted
      earnings per share:

                                                     Year Ended     Year Ended
                                                       9/30/01        9/30/00
                                                    ------------    -----------
Numerator:
    Loss from continuing operations .............   $ (2,062,622)   $  (260,751)
                                                    ============    ===========

Denominator:
    Denominator for basic earnings per share -
       Weighted-average shares outstanding ......      4,837,733      2,177,324
    Effect of dilutive securities:
       Employee stock options and stock warrants             n/a            n/a
                                                    ------------    -----------

    Denominator for diluted earnings per share ..      4,837,733      2,177,324
                                                    ============    ===========

Basic and diluted loss per share ................   $      (0.42)   $     (0.12)
                                                    ============    ===========

      Options to purchase 883,489 and 1,014,584 shares were not included in the
      compilation of diluted EPS for the years ended September 30, 2001 and
      2000, respectively, because the Company had a loss from continuing
      operations. During the year ended September 30, 2000, options to purchase
      100,000 shares were issued contingent on certain Company stock performance
      levels. The total contingent options at September 30, 2001 and 2000 were
      100,000 and 230,500, respectively.

      Earnings per share is computed on the weighted average number of common
      shares outstanding including any dilutive options and warrants.

      Advertising

      The Company expenses advertising costs as incurred. Advertising expenses
      were $24,930 and $123,507 for the years ended September 30, 2001 and 2000,
      respectively.

      Income Taxes

      The Company and its U.S. subsidiaries file a consolidated federal income
      tax return. Income taxes or benefits are allocated to each company based
      on the earnings or losses of each company.

      Deferred income taxes are recognized for the tax consequences in future
      years of differences between the financial reporting and tax bases of
      assets and liabilities at each year-end based on enacted tax laws and
      statutory tax rates. Valuation allowances are established when necessary
      to reduce deferred tax assets to the amount expected to be realized.
      Income tax expense represents the taxes currently payable and the net
      change during the period in deferred tax assets and liabilities.

      Statements of Cash Flows

      For the purpose of reporting cash flows, cash includes cash on hand and
      demand deposits held by banks.



                                      F-12
<PAGE>


INVENTORIES

      Inventories at September 30, 2001 and September 30, 2000 were as follows:
<TABLE>
<CAPTION>

                                             New           Used          Total
                                         -----------    -----------   -----------
<S>                                      <C>            <C>           <C>
September 30, 2001
    Parts ............................   $ 1,840,025    $        --   $ 1,840,025
    Converters .......................       239,584         17,883       257,467
    Linegear .........................       513,836         59,325       573,161
    Head-ends ........................       .29,035         12,662        41,697
                                         -----------    -----------   -----------
      Total ..........................   $ 2,622,480    $    89,870     2,712,350
                                         ===========    ===========
    Reserve for inventory obsolescence                                   (841,000)
                                                                      -----------
      Net inventory ..................                                $ 1,871,350
                                                                      ===========

September 30, 2000
    Parts ............................   $   463,172    $        --   $   463,172
    Converters .......................       110,123        302,887       413,010
    Linegear .........................       220,678        415,108       635,786
    Head-ends ........................         2,606         30,143        32,749
                                         -----------    -----------   -----------

      Total ..........................   $   796,579    $   748,138     1,544,717
                                         ===========    ===========
    Reserve for inventory obsolescence                                    (62,999)
                                                                      -----------
      Net inventory ..................                                $ 1,481,718
                                                                      ===========
</TABLE>


LONG-TERM OBLIGATIONS

      Long-term obligations at September 30, 2001 and September 30, 2000 consist
      of the following:
<TABLE>
<CAPTION>
                                                                                       9/30/01              9/30/00
                                                                                      ---------            ---------
<S>                                                                                   <C>                  <C>
          Note payable to the former owner of a business, payable in
            12 consecutive quarterly installments of $22,500,
            including interest at 4.58%.  The note is unsecured                       $ 166,667            $ 250,000

          Note payable to the former owner of a business with an
            annual interest rate of 6% and payable at a rate of 50% of
            the earnings before income tax of acquired division,
            beginning the fiscal year ended September 30, 2001.  The
            note is unsecured                                                           106,675              106,675

          Amounts due under capital leases, net of interest between 10.6% and
            13.9%. The capital leases include purchase options upon
            expiration. The capital leases are secured
            by the equipment                                                                 --                2,488
                                                                                      ---------            ---------

          Total                                                                         273,342              359,163

          Less current maturities                                                      (190,008)            (192,496)
                                                                                      ---------            ---------

          Long-term obligations                                                       $  83,334            $ 166,667
                                                                                      =========            =========
</TABLE>



                                      F-13
<PAGE>

         Maturities of long-term obligations are as follows:

           2002 ................................................        $190,008
           2003 ................................................          83,334
                                                                        --------

           Total ...............................................        $273,342
                                                                        ========
NOTES PAYABLE - BANK

      The Company obtained a revolving credit line with a bank for $1,500,000
      during 2001. The credit line is secured by substantially all assets of the
      Company and is payable on demand. The line matures on January 31, 2002,
      and interest is charged at prime plus 1% (7.0% at September 30, 2001).
      Outstanding borrowings were $500,000 at September 30, 2001.

      The Company had a revolving credit line with a bank for $2,350,000 during
      2001 and 2000. The credit line was secured by substantially all assets of
      the Company and was payable on demand. The line matured on March 31, 2001
      and interest was charged at prime plus 2% (10.50% at September 30, 2000).
      Outstanding borrowings at September 30, 2000 were $937,569. The agreement
      provided for certain covenants and restrictions including maintenance of
      certain minimum financial ratios.

      The Company had a note payable to a bank relating to the acquisition of
      Auro. The face amount of the note was $500,000 and interest was due
      monthly at prime plus 1%. The note was repaid in full during 2000.

NOTES PAYABLE - RELATED PARTY

      The Company received a bridge loan from its parent, A Novo Americas LLC,
      to fund part of the cost of the acquisition of the equipment repair
      business of Broadband Services, Inc. The unsecured loan, in the amount of
      $4,971,940, bears interest at a rate equal to the EURIBO rate plus 2%, not
      to exceed 6% (5.93% at September 30, 2001). The note matures on January
      30, 2002. The note is convertible at the rate of one share for each $1.40
      of principal and interest, at the election of the lender.

RETIREMENT PLAN

      The Company has a qualified salary deferral 401(k) retirement plan for the
      benefit of its U.S. employees. The employees must have attained age 21 to
      be eligible to participate in the plan. Effective April 2001, the Company
      amended its plan to match 50% of employee's deferrals, up to 6% of the
      employee's wages. Previously, the Company's contribution was
      discretionary, and the Company had elected not to make a contribution for
      the year ended September 30, 2000. During 2001, the Company contributed
      $5,094 to the plan.


                                      F-14
<PAGE>


INCOME TAXES

<TABLE>
<CAPTION>

      The provision for income taxes consists of the following:

                                                                                          9/30/01             9/30/00
                                                                                       -----------          -----------
<S>                                                                                   <C>                  <C>
      Current expense
         Federal                                                                       $   (56,000)         $  (189,000)
         State and local                                                                    (9,000)             (51,000)
                                                                                       -----------          -----------
         Income tax expense                                                            $   (65,000)         $  (240,000)
                                                                                       ===========          ===========

      The components of the net deferred tax asset are as follows:
                                                                                          9/30/01             9/30/00
                                                                                       -----------          -----------
      Assets:
         Accounts receivable                                                           $    49,000          $     3,000
         Inventories                                                                       345,000               45,000
         Net operating loss                                                              1,668,000              576,000
         Covenants not-to-compete                                                               --               80,000

         Accrued expenses                                                                  147,000                   --
                                                                                       -----------          -----------
             Gross deferred tax assets                                                   2,209,000              704,000

      Liabilities:

         Property and equipment                                                           (116,000)             (16,000)
                                                                                       -----------          -----------
             Total net deferred tax asset                                              $ 2,093,000          $   688,000
                                                                                       ===========          ===========

      A reconciliation of the Company's effective tax benefit is as follows:

                                                                                          9/30/01             9/30/00
                                                                                       -----------          -----------

         Income tax at statutory rates                                                 $ 1,099,000          $   410,000
         State and local taxes, net of federal benefit                                     151,000              (34,000)
         Surtax and other rate differences                                                   4,000               (1,000)
         Permanent differences                                                              86,000             (338,000)
         Change in valuation allowance                                                          --               40,000
         State tax credits earned                                                               --                2,000
                                                                                       -----------          -----------
         Total benefit                                                                 $ 1,340,000          $    79,000
                                                                                       ===========          ===========

</TABLE>

         As of September 30, 2001, the Company had approximately $4,400,000 of
         tax net operating loss carry forwards remaining to be utilized. The
         carry forwards begin to expire in 2017.



                                      F-15
<PAGE>


STOCKHOLDERS' EQUITY AND STOCK OPTIONS

      On February 15, 2001, the Company reincorporated in Delaware and converted
      its par value to $0.001 per share. All outstanding shares of the former
      Ohio Corporation were exchanged for an equal number of shares of the
      common stock of the Company. The Company's authorized number of shares of
      common stock was 20,000,000 with a par value of $0.001 per share at
      September 30, 2001. The Company's authorized number of shares of common
      stock was 10,000,000 with no par value at September 30, 2000. At September
      30, 2001, 1,000,000 shares of $0.001 par value preferred stock were
      authorized. At September 30, 2000, 200,000 shares of no par value
      preferred stock were authorized. No preferred stock is issued or
      outstanding at September 30, 2001, or September 30, 2000.

      On August 7, 2000, the company sold 3,040,666 shares of common stock to A
      Novo Americas LLC in a private placement for $11,952,150 in cash. The
      share price for this transaction was determined by reference to the market
      price of the Company's common stock.

      The Company adopted the 1995 Stock Option Plan (1995 Plan) effective
      October 1995. In August 2000, the Company adopted the 2000 Stock Option
      Plan (2000 Plan). Both plans authorize the Company to grant options to
      directors, employees and consultants of the Company to purchase shares of
      the Company's common stock. The maximum number of shares that may be
      issued under the 1995 Plan was increased in June 2000 from 395,010 to
      700,000. The maximum number of shares that may be issued under the 2000
      Plan is 298,105. The 1995 Plan authorizes the Company to grant stock
      appreciation rights (SARs) to employees of the Company. An SAR may be
      issued, at the discretion of the Board of Directors, either in tandem or
      not in tandem with an Option. The holder of an SAR tandem to an Option is
      entitled to receive, upon exercise of the SAR, payment of an amount
      determined by multiplying the excess of fair market value of a share on
      the date the SAR is exercised over the exercise price of the related
      Option by the number of shares as to which the SAR has been exercised. The
      Board of Directors shall determine the exercise price of each SAR that is
      not in tandem with an Option at the time of granting the SAR, but in no
      event shall the exercise price be less than the fair market value of a
      share on the date such SAR is granted. The exercise of an SAR tandem to an
      Option shall cancel the related Option with respect to the number of
      shares as to which the SAR is exercised. At the discretion of the Board of
      Directors, payment upon the exercise of an SAR may be made in cash, shares
      of the company's common stock or any combination thereof. No options
      granted during 2001 or 2000 were granted in tandem with SARs.


                                      F-16
<PAGE>


STOCKHOLDERS' EQUITY AND STOCK OPTIONS (continued)

      The Company applies Accounting Principles Board Opinion No. 25 and related
      interpretations in accounting for its stock option plans. The vesting
      period of the options granted range from immediately exercisable to four
      years. Accordingly, no compensation cost has been recognized in the
      accompanying financial statements for options or SARs issued under the
      plan since the exercise price of the options and SARs was equal to the
      market value of the shares at the date of grant. Had compensation cost for
      the Company's stock option plans been determined based on the fair value
      at the grant dates for awards under the plan consistent with the
      methodology of Financial Accounting Standards Board Statement No. 123,
      Accounting For Stock - Based Compensation, the Company's net loss and net
      loss per share would change as indicated below.
<TABLE>
<CAPTION>
                                                                           Year               Year
                                                                           Ended             Ended
                                                                          9/30/01           9/30/00
                                                                      -------------      -------------
<S>                                                                   <C>                <C>
            Net loss:
               As reported.......................................     $  (1,893,546)     $  (1,126,727)
               Pro forma.........................................     $  (2,173,449)     $  (1,379,530)

            Basic and diluted loss per share:
               As reported.....................................       $       (0.39)     $       (0.52)
               Pro forma.........................................     $       (0.45)     $       (0.63)
</TABLE>

      The fair value of each option grant is estimated on the date of grant
      using the Black-Scholes option-pricing model with the following
      weighted-average assumptions used for grants in 2001 and 2000.

<TABLE>
<CAPTION>

                                                                  Year Ended 9/30/01        Year Ended 9/30/00
                                                                 ----------------------    ----------------------
<S>                                                                                 <C>                       <C>
               Dividend yield..................................                     0%                        0%
               Expected volatility.............................                   151%                      120%
                                                                                             5.41%, 6.16%, 6.29%,
               Risk-free interest rates........................                  6.06%                 and 6.38%
               Expected lives..................................                5 years                   5 years
</TABLE>



                                      F-17
<PAGE>


      STOCKHOLDERS' EQUITY AND STOCK OPTIONS (continued)

      A summary of the status of the Company's employee stock option grants as
      of September 30, 2001 and 2000 are presented below:
<TABLE>
<CAPTION>
                                                           2001                                  2000
                                             ----------------------------------    ----------------------------------
                                                                   Weighted                               Weighted
                                                                   Average                                Average
                                                                   Exercise                               Exercise
                                                 Shares              Price             Shares               Price
                                                 ------              -----             ------               -----
<S>                                               <C>              <C>                  <C>               <C>
            Beginning of year...........          550,264          $  2.52              352,004           $  1.55
            Granted.....................          165,000             4.00              321,000              3.37
            Exercised...................          (31,340)            1.63              (13,860)             1.26
            Cancelled...................         (142,178)            3.82             (108,880)             1.96
                                             ------------          -------           -----------          -------

            End of year                           541,746          $  2.66              550,264           $  2.52
                                             ============          =======           ==========           =======
</TABLE>
<TABLE>
<CAPTION>

                                                                                        2001                 2000
                                                                                        ----                 ----

<S>                                                                                    <C>                  <C>
      Options exercisable at year-end.................................                 273,004              274,514
                                                                                       =======              =======

      Weighted-average fair value of options granted during the year..                 $  3.68              $  2.50
                                                                                       =======              =======
</TABLE>


      The following table summarizes information about employee stock options
      at September 30, 2001:
<TABLE>
<CAPTION>

                                                         Weighted
                                     Number              Average            Weighted             Number           Weighted
                                   Outstanding          Remaining           Average           Exercisable          Average
        Range of Exercise         September 30,        Contractual         Exercise          September 30,        Exercise
             Prices                   2001           Life (In Years)         Price               2001               Price
      ----------------------    -----------------    -----------------   --------------    ------------------   --------------
<S>   <C>                           <C>                    <C>               <C>                <C>                 <C>
      $0.8438 - $1.7682             176,594                6.43              $1.14              151,594             $1.17
      $2.25 - $4.00                 365,152                8.74              $3.40              121,410             $3.05
</TABLE>




                                      F-18
<PAGE>


      STOCKHOLDERS' EQUITY AND STOCK OPTIONS (continued)

      A summary of the status of the Company's director and non-employee stock
      option grants as of September 30, 2001 and 2000 are presented below:

<TABLE>
<CAPTION>

                                                           2001                                  2000
                                             ----------------------------------    ----------------------------------
                                                                   Weighted                               Weighted
                                                                   Average                                Average
                                                                   Exercise                               Exercise
                                                 Shares              Price             Shares               Price
                                                 --------          -------               -------          -------
<S>                                               <C>              <C>                  <C>               <C>
            Beginning of year.............        464,320          $  1.75              459,320           $  1.74
            Granted.......................          5,000             4.00                5,000              2.25
            Exercised.....................       (114,600)            1.06                   --                --
            Cancelled.....................        (12,980)            4.17                   --                --
                                                 --------          -------               -------          -------

            End of year...................        341,740          $  3.03              464,320           $  1.75
                                                 ========          =======              =======           =======
</TABLE>
<TABLE>
<CAPTION>
                                                                                    2001                 2000
                                                                                   ------               ------

<S>                                                                                 <C>                  <C>
      Options exercisable at year-end....................................           341,740              464,320
                                                                                   ========             ========


      Weighted-average fair value of options granted during the year.....          $   3.68             $   1.79
                                                                                   ========             ========
</TABLE>


      The following table summarizes information about director and
      non-employee stock options at September 30, 2001:
<TABLE>
<CAPTION>
                                                         Weighted
                                     Number              Average            Weighted             Number           Weighted
                                   Outstanding          Remaining           Average           Exercisable          Average
        Range of Exercise         September 30,        Contractual         Exercise          September 30,        Exercise
             Prices                   2001           Life (In Years)         Price               2001               Price
      ----------------------    -----------------    -----------------   --------------    ------------------   --------------
<S>   <C>                           <C>                    <C>               <C>                <C>                 <C>
      $0.8438 - $1.7682             250,480                2.34              $ 1.73             250,480             $1.73
      $2.25 - $4.00                  91,260                3.29              $ 2.44              91,260             $2.44
</TABLE>

      The Chief Development Officer had 328,680 and 401,280 stock options
      outstanding as of September 30, 2001 and 2000, respectively, which were
      issued to him prior to employee by the Company. The stock options and SARs
      expire at various dates through 2006 and had an average exercise price of
      $1.88 and $1.64, at September 30, 2001 and 2000, respectively. He was
      granted additional options that are included in the employment stock
      options table. At September 30, 2000, he held warrants to purchase 19,800
      shares of common stock for $0.93 per share. These warrants
      were exercised on December 22, 2000.

ACQUISITIONS AND ACQUISITION BONUS

      On September 4, 2001, the Company entered into an asset purchase agreement
      with Broadband Services, Inc. ("Seller"), pursuant to which the Company
      agreed to purchase substantially all of the assets of the Seller's
      equipment repair business. The purchase was consummated for a purchase
      price of $8,358,788. The Seller was engaged in the repair of set top
      boxes, both digital and analog. The acquisition was accounted for under
      the purchase method of accounting. Results of operations are included in
      the consolidated statements of operations from the date of purchase
      through September 30, 2001.

      On September 12, 2000, the Company's subsidiary, A Novo Canada entered
      into an asset purchase agreement with Les Telecommunications Valsysteme,
      Inc. (Seller) pursuant to which A Novo Canada agreed to purchase
      substantially all of the assets of the Seller. The purchase of the assets
      was consummated on September 14, 2000, for a price of $2,756,484.


                                      F-19
<PAGE>

   ACQUISITIONS AND ACQUISITION BONUS (continued)

      The Seller was engaged primarily in the business of the maintenance and
      repair of cable television and radio broadcasting equipment. The
      acquisition was accounted for under the purchase method of accounting.
      Results of operation are included in the consolidated statements of
      operations from the date of purchase through September 30, 2000.

      On August 31, 2000, the Company entered into an asset purchase agreement
      with Lavender Industries, Inc. (Seller), pursuant to which the Company
      agreed to purchase substantially all of the assets of the Seller. The
      purchase of the assets was consummated on August 31, 2000, for a purchase
      price of $739,374. The Seller was engaged primarily in the business of
      selling new and refurbished cable television equipment. The acquisition
      was accounted for under the purchase method of accounting. Results of
      operations are included in the consolidated statements of operations from
      the date of purchase through September 30, 2000.

      On August 2, 2000, the Company entered into an Employment Agreement with
      its then Chief Executive Officer providing for a cash signing bonus of
      $400,000. This bonus was paid after the Company completed the private sale
      of $12,000,000 of its common stock to A Novo Americas LLC. The Company
      also loaned the former Chief Executive Officer the sum of $400,000, to be
      repaid in quarterly installments over two years with interest at 7.5%.


   REPORTABLE SEGMENTS

      Management has elected to identify the Company's reportable segments based
      on the nature of the products and services: cable operations and computer
      operations. However, the computer segment has been discontinued.
      Therefore, the segment information provided herein for computer operations
      has been included in the statement of operations in the line items, "Loss
      from operations of discontinued division," and "Gain (loss) on disposal of
      division." Accordingly, the segment information provided herein for cable
      operations is the information that is reported in the primary presentation
      of the statement of operations.

      Information related to the Company's reportable segments for the year
      ended September 30, 2001 is as follows:
<TABLE>
<CAPTION>

                                                Cable         Computer
                                             Operations      Operations        Total
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
        Revenues                            $ 14,615,676    $         --    $ 14,615,676
        Cost of revenues                      10,739,251              --      10,739,251
                                            ------------    ------------    ------------
        Gross profit                           3,876,425              --       3,876,425
        S, G & A expenses                      7,593,660              --       7,593,660
                                            ------------    ------------    ------------
        Loss from operations                  (3,717,235)             --      (3,717,235)
        Interest expense                         (59,539)             --         (59,539)
        Interest income                          270,152              --         270,152
                                            ------------    ------------    ------------
        Loss before taxes                     (3,506,662)             --      (3,506,662)
        Income tax benefit                     1,444,000              --       1,444,000
                                            ------------    ------------    ------------

        Loss from continuing operations     $ (2,062,622)                   $ (2,062,622)
                                            ============                    ============
        Gain from discontinued operations                   $    169,076         169,076
                                                            ============
        Net loss                                                            $ (1,893,546)
                                                                            ============
</TABLE>
<TABLE>
<CAPTION>

      Information related to the Company's reportable segments for the year
      ended September 30, 2001 is as follows:

<S>                                         <C>             <C>             <C>
          Total assets                      $ 22,264,657    $         --    $  2,264,657
          Intercompany receivables            (1,213,049)             --      (1,213,049)
                                            ------------    ------------    ------------
          Consolidated total assets         $ 21,051,608    $         --    $ 21,051,608
                                            ============    ============    ============
</TABLE>


                                      F-20
<PAGE>

      REPORTABLE SEGMENTS (continued)

      Information related to the Company's reportable segments for the year
      ended September 30, 2000 is as follows:
<TABLE>
<CAPTION>
                                                     Cable         Computer
                                                   Operations      Operations        Total
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
         Revenues                                 $ 10,865,748    $  3,258,987    $ 14,124,735
         Cost of revenues                            2,766,969       9,729,801
                                                                                     6,952,832
                                                  ------------    ------------    ------------
         Gross profit                                  482,018       4,394,934
                                                                                     3,912,916
         S, G & A expenses                             742,719       4,225,742
                                                                                     3,483,023
                                                  ------------    ------------    ------------
         Income (loss) from operations                 429,893        (260,701)        169,192
         Acquisition bonus                            (400,000)             --        (400,000)
         Interest expense                              (84,644)       (144,499)       (229,143)
         Other income                                       --         326,177         326,177
                                                  ------------    ------------    ------------
         Loss                                          (54,751)        (79,023)       (133,774)
         Income tax expense (benefit)                 (206,000)        285,000          79,000
         Goodwill amortization                          (8,750)         (8,750)
                                                                                  ------------
         Loss on disposal of division                       --      (1,063,204)     (1,063,204)
                                                  ------------    ------------    ------------
         Loss from continuing operations          $   (260,751)
                                                  ============
         Loss on discontinued operations                          $   (865,977)
                                                                  ============
         Consolidated net income (loss)                                           $ (1,126,728)
                                                                                  ============

          Depreciation and amortization expense   $    234,261    $    107,084    $    341,345
                                                  ============    ============    ============
</TABLE>

      A reconciliation of the segments' total depreciation and amortization to
      the consolidated total depreciation and amortization is as follows:

            Segments' total depreciation and amortization           $  341,345
            Amortization of goodwill                                     8,750
                                                                    ----------
            Consolidated total depreciation and amortization        $  350,095
                                                                    ==========

      Information related to the Company's reportable segments for the year
      ended September 30, 2001 is as follows:
<TABLE>
<CAPTION>

<S>                                                        <C>                 <C>             <C>
           Total assets                                    $ 19,521,991        $262,705        $19,784,696
           Investment in subsidiary at cost                   (676,590)              --           (676,590)
           Intercompany receivables                         (2,867,369)              --         (2,867,369)
                                                            -----------        --------        -------------
           Consolidated total assets                       $ 15,978,032        $262,705        $16,240,737
                                                           ============        ========        ===========
</TABLE>

                                      F-21
<PAGE>


    OPERATING LEASE OBLIGATIONS

      The Company leases production and office space in Columbus, Ohio, New
      Castle, Delaware, Milwaukee, Wisconsin, Los Angeles, California,
      Hollywood, Florida, and Montreal, Canada. Rent expense was $676,000 and
      $364,000 for the years ended September 30, 2001 and 2000, respectively.

      Future minimum lease payments are as follows:

                        2002                           $ 801,000
                        2003                             624,000
                        2004                             502,000
                        2005                             508,000
                        2006                             197,000
                                                      -----------
                        Total                         $2,632,000
                                                      ===========

    CONCENTRATIONS OF CREDIT RISK

      The Company grants credit to customers in the United States, Canada and
      Central America. In most cases, sales terms for products sold in
      international markets other than Canada are cash in advance or cash on
      delivery. Additionally, the Company carries insurance on all significant
      international accounts receivable. Sales are denominated principally in
      U.S. dollars and, therefore, the Company does not have a significant
      foreign exchange rate risk. Sales to customers outside the United States
      were $4,087,890 and $2,396,463 for the years ended September 30, 2001, and
      2000, respectively. Accounts receivable related to customers outside the
      United States were $2,377,450 and $650,623 as of September 30, 2001, and
      2000, respectively.

    MAJOR CUSTOMERS AND SUPPLIERS

      As of September 30, 2001, 41% of the Company's accounts receivable was due
      from one customer. For the year ended September 30, 2001, approximately
      12% of the Company's total revenues were from one customer.

    FOREIGN OPERATIONS

      A Novo Canada began operations in Montreal, Canada on September 12, 2000.
      As of September 30, 2001, the subsidiary had total assets of $3,305,000,
      of which $2,560,000 represented goodwill. As of September 30, 2000, the
      subsidiary had total assets of $2,938,000, of which $2,707,690 represented
      goodwill. A Novo Canada had $558,000 and $28,000 in revenues for the years
      ended September 30, 2001,and 2000, respectively.



                                      F-22
<PAGE>


    DISCONTINUED OPERATIONS

      On February 21, 2000, the Company decided to close and liquidate Auro.
      Auro's remaining assets were liquidated during the year ended September
      30, 2000. As a result of this action, the Company has reflected Auro's
      results from operations as discontinued in the accompanying consolidated
      statements of operations. Interest on the bank debt related to Auro's
      acquisition is recorded as an expense in determining the loss on
      discontinued operations.

      The Company also recorded a charge for the loss on discontinuance of Auro
      operations, net of tax. Included in this loss is $819,262 for the
      write-down of assets to their estimated net realizable value upon
      collection and liquidation; $139,505 from the release of recorded warranty
      that Auro will not be able to fulfill; $162,448 in costs to liquidate and
      $221,000 operating losses prior to the discontinuance of operations. The
      unamortized balance of goodwill, $493,931, previously recorded at the time
      Auro was purchased, was written off in connection with the discontinuance
      of these operations.

      The remaining assets as of September 30, 2000 consisted of accounts
      receivable yet to be collected and a deferred tax asset. The net
      realizable value of these remaining assets is estimated at $260,000,
      including the deferred tax asset of $254,000. Pursuant to a guarantee, the
      Company satisfied Auro's bank debt of $784,046 subsequent to the year
      ended September 30, 2000. The liability was recorded in the consolidated
      balance sheet as of September 30, 2000.

      During the year ended September 2001, a portion of the liabilities that
      had been recorded on Auro's books were adjusted and gain recognized, net
      of tax of $169,076.



                                      F-23
<PAGE>




                                    PART III



    Items 1 and 2.         Index to Exhibits; Description of Exhibits.

<TABLE>
<CAPTION>

------------------ ----------------------------------------------------------------------------------------
     Number        Exhibit
------------------ ----------------------------------------------------------------------------------------
<S>  <C>          <C>
     2.1 (1)       Certificate of Incorporation of the Company.
------------------ ----------------------------------------------------------------------------------------
     2.2 (1)       Bylaws of the Company.
------------------ ----------------------------------------------------------------------------------------
     3.1 (2)       1995 Stock Option Plan of the Company dated October 17, 1995.
------------------ ----------------------------------------------------------------------------------------
     3.2 (1)       2000 Stock Option plan of the Company dated August 7, 2000.
------------------ ----------------------------------------------------------------------------------------
     3.3(3)        Bridge Loan  Agreement  by and among the  Company,  A Novo  Americas  LLC and A Novo SA
                   dated as of August 29, 2001.
------------------ ----------------------------------------------------------------------------------------
     3.4(3)        Amendment No. 1 dated  December 13, 2001 to the Bridge Loan  Agreement by and among the
                   Company, A Novo Americas LLC and A Novo SA dated as of August 29, 2001
------------------ ----------------------------------------------------------------------------------------
     3.5(3)        Amendment No. 2 dated  December 14, 2001 to the Bridge Loan  Agreement by and among the
                   Company, A Novo Americas LLC and A Novo SA dated as of August 29, 2001
------------------ ----------------------------------------------------------------------------------------
     6.1 (2)       Consulting Agreement by and between the Company and Bob Binsky dated October 1, 1996.
------------------ ----------------------------------------------------------------------------------------
     6.2(4)        Shareholders  Agreement by and among Bob Binsky,  A Novo Americas,  LLC and the Company
                   dated August 4, 2000.
------------------ ----------------------------------------------------------------------------------------
     6.3(4)        Employment Agreement, between the Company and Bob Binsky dated August 4, 2000.
------------------ ----------------------------------------------------------------------------------------
     8.1(4)        Investment  Agreement by and between A Novo  Americas LLC and the Company  dated August
                   4, 2000.
------------------ ----------------------------------------------------------------------------------------
     8.2(5)        Asset   Purchase   Agreement   between  A  Novo  Canada   Enterprises   Inc.   and  Les
                   Telecommunications  Valsysteme Inc. and 9038-2847  Quebec Inc. and Jacques Franco dated
                   September 12, 2000.
------------------ ----------------------------------------------------------------------------------------
     8.3(6)        Asset  Purchase  Agreement  by and among the  Company,  ICS Sub,  Inc.,  and  Broadband
                   Services, Inc, dated as of August 13,2001.
------------------ ----------------------------------------------------------------------------------------
     10 (3)        Consent of Experts
------------------ ----------------------------------------------------------------------------------------
</TABLE>

(1)      Filed with the Securities and Exchange Commission as an exhibit to the
         issuer's proxy statement for its annual meeting of shareholders held on
         February 14, 2001.

(2)      Filed with the Securities and Exchange Commission as an exhibit to the
         issuer's registration statement on Form 10-SB (file no. 0-2311).

(3)      Filed herewith.

(4)      Filed with the Securities and Exchange Commission as an exhibit to the
         issuer's quarterly report on Form 10-Q for the fiscal period ended June
         30, 2000.

(5)      Filed with the Securities and Exchange Commission as an exhibit to the
         issuer's interim report on Form 8-K dated September 25, 2000.

(6)      Filed with the Securities and Exchange Commission as an exhibit to the
         issuer's interim report on Form 8-K dated September 17, 2001.



                                     III-1
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the issuer has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

Dated: January 11, 2002

                       A NOVO BROADBAND, INC.



                       By:  /s/ William Kelly
                          -----------------------------------------
                            William Kelly, Chief Executive Officer and President

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the issuer in the capacities
indicated.

<TABLE>
<CAPTION>

                  Signature                                 Title                                       Date
-----------------------------------------   ---------------------------------------------        ------------------

<S>                                           <C>                                                   <C>
               /s/ Daniel Auzan             Chairman of the Board and Director                    January 11, 2002
-----------------------------------------
                Daniel Auzan

              /s/ William Kelly             President, Chief Executive Officer and Director       January 14, 2002
-----------------------------------------   (Principal Executive Officer)
                William Kelly

               /s/ John Maguire             John Maguire, Controller                              January 14, 2002
-----------------------------------------   (Principal Financial and Accounting Officer)
                John Maguire

              /s/ Henri Triebel
-----------------------------------------   Director                                              January 11, 2002
                Henri Triebel

              /s/ Pierre Brodeur            Director                                              January 11, 2002
-----------------------------------------
               Pierre Brodeur

              /s/ John Wilson               Director                                              January 11, 2002
-----------------------------------------
               John C. Wilson


                /s/ Bob Binsky              Director                                              January 11, 2002
-----------------------------------------
                 Bob Binsky

</TABLE>



                                     III-2