<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 20-F

(Mark One)

[ ]   Registration statement pursuant to Section 12(b) or 12(g) of the
      Securities Exchange Act of 1934

                                       or

[x]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the fiscal year ended June 30, 2002
                                ----------------

                                       or

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transition period from _____ to _____

Commission File Number          0-30662
                       -------------------------

                             TradeRadius Online Inc.
                 ----------------------------------------------
                 (formerly known as BidCrawler.com Online Inc.)
                   (formerly known as Kolyma Goldfields Ltd.)

             (Exact Name of Registrant as Specified in its Charter)

                            British Columbia, Canada
                 -----------------------------------------------
                 (Jurisdiction of Incorporation or Organization)

                          9th Floor, 555 Burrard Street
                      Vancouver, British Columbia, V7X 1M8
                     --------------------------------------
                    (Address of Principal Executive Offices)

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

                                             Name of Each Exchange
              Title of Each Class             on Which Registered
              -------------------           ----------------------
                     N/A                              N/A

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

                         Common Shares Without Par Value
                         -------------------------------
                                (Title of Class)

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

                                       N/A
                                ----------------
                                (Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital stock as of December 15, 2002:

                                   12,197,974

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

                     YES [ ]                       NO [X]

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

                   ITEM 17 [X]                   ITEM 18 [ ]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

NOT APPLICABLE

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

<PAGE>
                                TABLE OF CONTENTS

PART I                                                                      PAGE

ITEM 1   Identity of Directors, Senior Management and Advisors                1

ITEM 2   Offer Statistics and Expected Timetable                              1

ITEM 3   Key Information                                                      1

ITEM 4   Information on the Company                                           8

ITEM 5   Operating and Financial Review and Prospects                        15

ITEM 6   Directors, Senior Management and Employees                          20

ITEM 7   Major Shareholders and Related Party Transactions                   26

ITEM 8   Financial Information                                               28

ITEM 9   The Offer and Listing                                               30

ITEM 10  Additional Information                                              32

ITEM 11  Quantitative and Qualitative Disclosure about Market Risk           47

ITEM 12  Description of Securities Other than Equity Securities              47

PART II

ITEM 13  Defaults, Dividend Arrearages and Delinquencies                     48

ITEM 14  Material Modifications to the Rights of Security Holders and
         Use of Proceeds                                                     48

ITEM 15  [Reserved]                                                          48

ITEM 16  [Reserved]                                                          48

PART III

ITEM 17  Financial Statements                                                48

ITEM 18  Financial Statements                                                50

ITEM 19  Exhibits                                                            50

<PAGE>

FORWARD-LOOKING STATEMENTS

         The statements in this document that relate to future plans, events or
performance are forward-looking statements. Actual results could differ
materially due to a variety of factors, including the factors described under
"Risk Factors" and the other risks described below. The Company undertakes no
obligation to publicly update these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

PART I

ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
Item.


ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
Item.

ITEM 3   KEY INFORMATION

A.       SELECTED FINANCIAL DATA

         The following selected financial data for the Company should be read in
conjunction with the Company's financial statements attached as a part hereof.

            (CANADIAN DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                           YEARS ENDED JUNE 30,
                               ---------------------------------------------
                               2002      2001      2000      1999       1998
                              -----    -------   -------    -------    -----
<S>                           <C>      <C>       <C>        <C>        <C>
RESULTS OF OPERATIONS
Revenues                        nil        nil       nil        nil      nil
Net income (loss)              $(49)   $(2,631)  $(1,752)   $(1,392)    $(53)
Net income (loss) per share   (0.01)     (0.09)    (0.08)     (0.10)   (0.01)
FINANCIAL POSITION
Total assets                    $14        $49    $1,338        $60     $806
Long term Debt                  nil        nil       nil        nil      nil
Cash Dividends Paid             nil        nil       nil        nil      nil

</TABLE>

         The Company has not declared or paid any dividends during the periods
indicated.


                                       1
<PAGE>
                   SUMMARY FINANCIAL DATA ADJUSTED FOR US GAAP
            (CANADIAN DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                     FISCAL YEARS ENDED JUNE 30,
                                 ----------------------------------
                                  2002          2001          2000
                                 ------       -------        ------
<S>                              <C>          <C>            <C>
RESULTS OF OPERATIONS
Revenues                            nil           nil            nil
Net income (loss)                   (49)       (2,642)        (1,752)
Net income (loss) per share*      (0.01)        (0.46)         (0.08)

FINANCIAL POSITION
Total assets                        $14           $49         $1,338
Long term debt                      nil           nil            nil
Cash dividends paid                 nil           nil            nil

</TABLE>

*  The loss per share for Fiscal 2000 was adjusted for the 4:1 share
   consolidation.

         Currency and Exchange Rates

         All dollar amounts set forth in this report are in Canadian dollars,
except where otherwise indicated.

         1. On December 23, 2002, the noon buying rate in New York City for
cable transfer in Canadian dollars as certified for customs purposes by the
Federal Reserve Bank of New York was $0.6448 U.S. = $1.00 Canadian.

         All exchange rate calculations in #2 and #3 below are based on the noon
buying rate in New York City for cable transfers in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York.

         2. The following table sets forth the high and low exchange rates for
each month during the previous six months.

<TABLE>
<CAPTION>

Month              11/02     10/02      9/02      8/02      7/02      6/02
---------          -----     -----     -----     -----     -----     -----
<S>                <C>       <C>       <C>       <C>       <C>       <C>
High Rate          .6396     .6363     .6418     .6437     .6547     .6622
Low Rate           .6294     .6241     .6287     .6330     .6456     .6472

</TABLE>

         3. The following table sets forth the average exchange rates for each
of the past 5 fiscal years, calculated by using the average of the exchange
rates in effect on the last day of each month during the period indicated.

<TABLE>
<CAPTION>
                                               Year Ended June 30,
                               ------------------------------------------------
                                2002       2001       2000       1999      1998
                               ------     ------     ------     -----     -----
<S>                            <C>        <C>        <C>        <C>       <C>
Average Rate During Period     .63796     .65887     .67941     .6623     .7054

</TABLE>


                                       2
<PAGE>

B.       CAPITALIZATION AND INDEBTEDNESS

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

C.       REASONS FOR THE OFFER AND USE OF PROCEEDS

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

D.       RISK FACTORS

         Risks of a Startup Venture

         The Company is a startup venture, with no history of operations,
earnings or profits. As a startup venture, the Company is subject to all the
usual business risks that may affect any new company, including working capital
deficiencies, competition, management shortcomings and lack of market acceptance
for its goods or services. There is absolutely no assurance that the Company is
or will be a profitable company. There is no history of past business activities
upon which to extrapolate or determine future activities, success or
profitability. For average investors, these factors make shareholding in the
Company less secure than shareholding in established companies.

         Uncertainty of Access to Additional Capital

         The Company does not presently have sufficient financial resources to
undertake the operation and expansion of the Company's proposed Internet
business. This will accordingly depend on the Company's ability to obtain
additional financing through debt financing, equity financing or other means.
There can be no assurance that the Company will obtain necessary additional
financing. The failure of the Company to obtain additional financing on a timely
basis or on favorable terms could result in their inability to continue to
operate the business. For average investors, the Company's failure to obtain the
necessary financing could result in a full or partial loss of their investment.

         Internet Company Competition

         Internet-based businesses are intensely competitive and involve a high
degree of risk. There can be no assurance that public acceptance of and business
transacted through the Company's Internet sites will be of the magnitude
required to be commercially profitable. In its efforts to attract customers, the
Company competes with larger and established Internet search engine companies,
including those listed in "Item 4. Information on the Company -- B. Business
Overview -- Target Market; Competitors."


                                       3
<PAGE>

         Many of the Company's existing competitors, as well as a number of
potential new competitors, have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than the Company does. These factors may allow
them to respond more quickly than the Company can to new or emerging
technologies and changes in customer requirements. It may also allow them to
devote greater resources than the Company can to the development, promotion and
sale of their products and services. Such competitors may also engage in more
extensive research and development, undertake more far-reaching marketing
campaigns, adopt more aggressive pricing policies and make more attractive
offers to existing and potential employees, strategic partners, advertisers and
Internet publishers. The Company cannot provide assurance that its competitors
will not develop products or services that are equal or superior to the
Company's solutions or that achieve greater market acceptance than its
solutions. In addition, current and potential competitors have established or
may establish cooperative relationships among themselves or with third parties
to increase the ability of their products or services to address the needs of
the Company's prospective customers. As a result, it is possible that new
competitors may emerge and rapidly acquire significant market share. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share. The Company cannot provide assurances that it will be able
to compete successfully or that competitive pressures will not materially affect
its business, results of operations or financial condition.

         The effect of competition will, in turn, be affected by the amount of
funds available to the Company, information available to the Company and any
standards established by the Company for the minimum projected return on
investment. Competition may also be presented by additional sites coming
on-line. For average investors, if the Company falls to compete successfully
with other internet companies it could reduce the Company's market share and
result in a smaller return on or loss of their investment.

         Volatility of World Economic Factors

         The Company's revenues, profitability and future growth and the
carrying value of assets may be substantially dependent on prevailing world
economic conditions and fluctuations in influencing factors such as exchange
rates, rates of inflation, governmental stability and natural disasters. The
Company's ability to borrow and to obtain additional capital on attractive terms
is also substantially dependent upon these factors. The negative impact of these
factors on sales orders originating from an affected country may have an adverse
effect on the Company's borrowing capacity, revenues, profitability and cash
flows from operations. For average investors, the reliance of internet
companies, including the Company, on the global economy means that their
investments could be impacted by economic troubles anywhere in the world.


                                       4
<PAGE>

         Dependence on Key Personnel

         The Company is heavily dependent upon the expertise of certain of its
key officers and directors, and the loss of one or more of these individuals
could have a material adverse effect on the Company. The Company does not
maintain key-person insurance policies on any of its executive officers. The
future success of the Company also depends on its continuing to attract, retain
and motivate highly skilled employees. Competition for employees in the Internet
service industry is intense. The Company may be unable to retain its key
employees or attract, assimilate or retain other highly qualified employees in
the future. The Company has from time to time in the past experienced, and
expects to continue to experience in the future, difficulty in hiring and
retaining highly skilled employees with appropriate qualifications. For average
investors, the loss of key personnel at The Company could mean setbacks and
delays in implementation and maintenance of the Company's website, with the
potential result of a decreased return on or loss of their investment.

         Dependence on Internet Infrastructure

         The future success of the Company will depend, in large part, upon the
maintenance of the Internet infrastructure, such as a reliable network with the
necessary speed, data capacity and security, and timely development of enabling
products such as high speed modems, for providing reliable Internet access and
services and improved content. The Company cannot provide assurances that the
Internet infrastructure will continue to effectively support the demands placed,
as the Internet continues to experience increased numbers of users, frequency of
use or increased bandwidth requirements of users. Even if the necessary
infrastructure or technologies are developed, the Company may have to spend
considerable amounts to adapt its solutions accordingly. Furthermore, the
Internet has experienced a variety of outages and other delays due to damage to
portions of its infrastructure. Such outages and delays could impact the
Internet sites of Internet publishers using the Company's solutions. For average
investors, possible problems with the Internet infrastructure could adversely
impact the Company's potential profitability and result in a lower return on or
loss of their investment.

         Dependence on Proprietary Rights and Risk of Infringement

         The success of the Company and its ability to compete are substantially
dependent on its internally developed technologies which the Company is
currently in the process of developing and which it will try to protect through
a combination of patent, copyright, trade secret and trademark law. The Company
cannot provide any assurance that any intellectual property applications will be
approved. Even if they are approved, such patents, trademarks or other
intellectual property registrations may be successfully challenged by others or
invalidated.

         The Company generally enters into confidentiality or license agreements
with its employees, consultants and corporate partners, and generally controls
access to and distribution of its technologies, documentation and other
proprietary information. Despite efforts by the Company to protect its
proprietary rights from unauthorized use or disclosure, parties may


                                       5
<PAGE>

attempt to disclose, obtain or use its solutions or technologies. There can be
no assurance that the steps the Company has taken or will be taking will prevent
misappropriation of its solutions or technologies, particularly in foreign
countries where laws or law enforcement practices may not protect proprietary
rights as fully as in the United States or Canada.

         The trademark, copyright and trade secret positions of Internet
businesses, including that of the Company, are uncertain and involve complex and
evolving legal and factual questions. In addition, there can be no assurance
that competitors, many of which have substantial resources, will not seek to
apply for and obtain trademarks, tradenames and Internet domain names that will
prevent, limit or interfere with the Company's technology. Litigation or
regulatory proceedings, which could result in substantial cost and uncertainty
to the Company, may also be necessary to enforce the Company's intellectual
property rights or to determine the scope and validity of other parties'
proprietary rights. There can be no assurance that the Company will have the
financial resources to defend its trademarks, copyrights and domain names from
infringement or claims of invalidity. For average investors, a challenge to the
Company's proprietary rights could decrease the Company's potential
profitability and result in a smaller return on or loss of their investment.

         Rapid Technological Change and Risk of Technological Obsolescence

         The Internet industry is characterized by rapid and significant
technological change. Many Internet applications have a life cycle of under
twelve months. The Company's future success will depend in large on its ability
to continue to respond to such changes. There can be no assurance that the
Company will be able to respond to such changes or that new or improved
competing technology will not be developed that render the Company's technology
non-competitive. For average investors, if the Company were unable to keep up
with the rapid technological change, it could reduce it potential profitability
and result in a lower return on or loss of their investment.

         Government Regulation and Legal Uncertainties

         Laws and regulations directly applicable to Internet communications,
commerce and advertising are becoming more prevalent. A recent session of the
United States Congress resulted in Internet laws regarding children's privacy,
copyrights and taxation. Such legislation could dampen the growth in use of the
Internet generally and decrease the acceptance of the Internet as a
communications and commercial medium. The governments of one or more
jurisdictions might attempt to regulate the Company's transmissions or levy
sales or other taxes relating to its activities. The European Union recently
enacted its own privacy regulations that may result in limits on the collection
and use of certain user information. The laws governing the Internet, however,
remain largely unsettled, even in areas where there has been some legislative
action. It may take years to determine whether and how existing laws such as
those governing intellectual property, privacy, libel and taxation apply to the
Internet and Internet


                                       6
<PAGE>

businesses. In addition, the growth and development of the market for Internet
commerce may prompt calls for more stringent consumer protection laws, both in
Canada and abroad, that may impose additional burdens on companies conducting
business over the Internet. The Company's business and results of operations and
financial condition could be adversely affected by the adoption or modification
of laws or regulations relating to the Internet. For average investors, if the
Company's business were adversely affected by the adoption or modification of
such laws it could result in a reduction of the return on or loss of their
investment.

         Conflicts of Interest

         Directors and officers of the Company may be presented, from time to
time, with situations or opportunities which give rise to apparent conflicts of
interest which cannot be resolved by arm's length negotiations but only through
the exercise by directors and officers of such judgment as is consistent with
their fiduciary duties to the Company, especially insofar as taking advantage,
directly or indirectly, of information or opportunities acquired in their
capacities as directors or officers of the Company. Any transactions with
officers and directors will be on terms consistent with industry standards and
sound business practice in accordance with the fiduciary duties of those persons
to the Company, and, depending upon the magnitude of the transaction and the
absence of any disinterested board members, may be submitted to the Company for
its approval. For average investors, a conflict of interest could possible
impact the Company's future performance and result in a reduced return on or
loss of their investment.

         Stock Subject to Penny Stock Rules; Potential Reduction in Market
         Liquidity Resulting From Extensive Disclosure and Other Broker-Dealer
         Compliance Requirements

         The capital stock of the Company would be classified as "penny stock"
as defined in Reg. Section 240.3a51-1 promulgated under the Securities Exchange
Act of 1934 (the "1934 Act"). In response to perceived abuse in the penny stock
market generally, the 1934 Act was amended in 1990 to add new requirements in
connection with penny stocks. In connection with effecting any transaction in a
penny stock, a broker or dealer must give the customer a written risk disclosure
document that (a) describes the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading, (b) describes the
broker's or dealer's duties to the customer and the rights and remedies
available to such customer with respect to violations of such duties, (c)
describes the dealer market, including "bid" and "ask" prices for penny stock
and the significance of the spread between the bid and ask prices, (d) contains
a toll-free telephone number for inquiries on disciplinary histories of brokers
and dealers, and (e) defines significant terms used in the disclosure document
or the conduct of trading in penny stocks. In addition, the broker-dealer must
provide to a penny stock customer a written monthly account statement that
discloses the identity and number of shares of each penny stock held in the
customer's account, and the estimated market value of such shares. The extensive
disclosure and other broker-dealer compliance related to penny stocks may result
in reducing the level of trading activity in the secondary market for such
stocks, thus limiting the ability of the holder to sell such stock.


                                       7
<PAGE>

         Price Fluctuations: Share Price Volatility

         In recent years, the securities markets in the United States and Canada
have experienced a high level of price and volume volatility, and the market
price of securities of many companies, particularly those considered development
stage companies, have experienced wide fluctuations in price which have not
necessarily been related to the operating performance, underlying asset values
or prospects of such companies. There can be no assurance that continual
fluctuations in price will not occur.

ITEM 4   INFORMATION ON THE COMPANY

A.       HISTORY AND DEVELOPMENT OF THE COMPANY

         Organization; Registered Office; Etc.

         TradeRadius Online Inc. ("TradeRadius" or the "Company") was
incorporated on June 27, 1974 by filing a Memorandum and Articles with the
Registrar of Companies under the Company Act (British Columbia) under the name
of Jalna Resources Limited. On February 17, 1988, the Company consolidated its
share capital on a 5:1 basis and changed its name to Consolidated Jalna
Resources Limited. Effective April 16, 1993, the Company consolidated its share
capital on a 4:1 basis and changed its name to Jalna Mining Corp. The Company
subsequently consolidated its share capital on a 2:1 basis and changed its name
to Kolyma Goldfields Ltd. on July 27, 1998. On February 29, 2000, the Company
changed its name from Kolyma Goldfields Ltd. to BidCrawler.com Online Inc. On
August 21, 2001, the Company consolidated its share capital on a 4:1 basis and
changed its name to TradeRadius Online Inc. A name change was required pursuant
to policies of the TSX Venture Exchange, which provide that a company must
change its name in connection with a share consolidation to eliminate possible
confusion as to whether shareholders own pre-or post-consolidation shares.

         The head office of the Company is located at 9th Floor, 555 Burrard
Street, Box 273, Two Bentall Centre, Vancouver, British Columbia. The registered
office of the Company is located at 700 - 625 Howe Street, Vancouver, British
Columbia, Canada.

         The Company's common shares are listed and posted for trading on the
TSX Venture Exchange ("TSX"), under the symbol "TDO.T" The common shares also
trade on the Over-the-Counter Bulletin Board under the symbol "TDOLF."


                                       8
<PAGE>

         Corporate Development

         In May 1997, the Company commenced a corporate reorganization. From May
1997 through July 1998, the Company was substantially reorganized through
completion of a name change from Jalna Mining Corp. to Kolyma Goldfields Ltd.; a
2:1 share consolidation; and a $528,000 equity financing to fund the initial
acquisition costs of Boston Management Corporation as discussed below, and to
provide general working capital. The consolidation and name change were approved
by the shareholders of the Company at its Annual General Meeting held on
December 15, 1997.

         In April 1998, the Company's shareholders approved its acquisition of
all issued and outstanding shares of Boston Management Corporation ("Boston"), a
company incorporated in the Commonwealth of the Bahamas, which had a wholly
owned subsidiary ZAO Golden Kolyma, a Russian company. The Company then changed
its name from Jalna Mining Corp. to Kolyma Goldfields Ltd. Boston had the right
to acquire interests varying from 80-100% in certain mineral licenses for the
exploration and recovery of gold from ore and placer deposits at five alluvial
gold deposits within the Magadan Oblast District of Eastern Siberia. On August
5, 1998, the Company closed this acquisition and issued a total of 7,500,000
shares were issued to the shareholders of Boston.

         On September 10, 1997, the Company granted an option to Alliance
Pacific Gold Corp. to acquire a 50% interest in Golden Kolyma, which option was
subsequently canceled.

         On July 28, 1998, the Vancouver Stock Exchange (which has since merged
with the Alberta Stock Exchange to form the CDNX and subsequently becoming the
TSX) removed the Company's inactive status following the approval of the
acquisition of Boston and approved the reinstatement of its common shares on the
VSE, effective July 29, 1998.

         The Company was until July 29, 1999 a mineral exploration company
engaged in locating, acquiring, exploring and developing mineral resource
properties in Canada and Russia. During the Company's fiscal year ended June 30,
1999, all of the mineral properties in which the Company previously had an
interest or the right to acquire an interest were abandoned and all related
costs were written off.

         On February 29, 2000, the Company completed the acquisition of
BidCrawler Online Inc. ("BidCrawler"), an Internet auction meta-search tool. In
consideration of the acquisition, the Company issued to the shareholders of
BidCrawler 6,000,000 escrowed performance shares. Of the 6,000,000 performance
shares, 3,000,000 were issued to each of Russell Krywolt and Graham Heal. Graham
Heal was appointed to the Board of Directors and Russell Krywolt was appointed
Chief Technology Officer. Subsequent to the acquisition, Greg Stone was
appointed the President of the Company and Russell Krywolt resigned as Chief
Technology Officer. For a detailed discussion of


                                       9
<PAGE>

the acquisition of BidCrawler, please see the Company's Registration Statement
on Form 20-F, as amended, filed with the SEC.

         As a result of the downturn in the consumer Internet market, in late
2000 the Company laid off ninety percent of its staff and repositioned itself as
a business-to-business e-commerce software and services provider. Responding to
changing market conditions, the Company began an intensive market research
effort that resulted in a new focus on the needs of sales and procurement
professionals, and spurred the development of a new product, internally
code-named "Dashboard." Dashboard expands on the Company's core aggregation
technology and provides additional features desired by purchasing professionals.
Dashboard is currently in the development stage. George Leary was appointed
Chairman and Chief Executive Officer of the Company in August 2001.

         On August 21, 2001, the Company consolidated its share capital on a 4:1
basis and changed its name to TradeRadius Online Inc. A name change was required
pursuant to policies of the TSX Venture Exchange, which provide that a company
must change its name in connection with a share consolidation to eliminate
possible confusion as to whether shareholders own pre-or post-consolidation
shares.

         On February 20, 2002, the Company announced the acquisition of
LEDdynamics, Inc., a private company headquartered in Rochester, Vermont, which
provides custom engineering services and specialty light emitting diode products
to its clients. In May 2002, the Company announced the acquisition of
LEDdynamics, Inc. was terminated.

         On May 7, 2002, the Company announced that it had entered into an
acquisition agreement to acquire all of the assets of Clientclick Communications
Corp., a private British Columbia company, which has developed a product that
enables brokers and investment and financial professionals with an online real
time client servicing application. On July 17, 2002, the Company announced that
due to poor market conditions in raising capital for technology ventures, the
acquisition with Clientclick Communications Corp. was terminated.

         Effective September 30, 2002, the Company, pursuant to the policies of
the TSX Venture Exchange, the Company was declared an "inactive issuer".

         Principal Capital Expenditures (Divestitures) Over Last Three Fiscal
         Years

         In February 2000, the Company acquired all of the issued and
outstanding shares of the private company, BidCrawler Online Inc.
("BidCrawler"), an internet online service company that had developed a
navigation hub for Internet auction participants. As consideration, the Company
issued 6,000,000 escrowed performance shares. The 6,000,000 escrow shares issued
had an agreed value of $1,800,000. However, the shares are being held in escrow
and release from


                                       10
<PAGE>

escrow is contingent on future cash flows earned by the Company. Thus, for
accounting purposes, these shares have been valued at $nil until the contingency
is resolved.

         In October 2000, the Company entered into a letter of intent to acquire
the e-commerce assets of Enterprise Automation Technologies Canada Limited.
However, due to deteriorating market conditions, both companies agreed, in
February 2001, to terminate the letter of intent and not pursue the contemplated
acquisition.

         The Company did not have any material commitments for capital
expenditures as of June 30, 2001.

         Current and Planned Capital Expenditures/Divestitures

         The Company did not have any material commitments for capital
expenditures as of June 30, 2002 and also does not have any current or planned
material capital expenditures for the year ending June 30, 2003.

         Public Takeover Offers

         During the current and previous fiscal year, the Company has not
received any public takeover offers from third parties nor has the Company made
any such takeover offers.

B.       BUSINESS OVERVIEW

         General

         The Company is a electronic commerce software and online services
provider, servicing purchasing and sales professionals by organizing the online
marketplace and managing trading activities. In 1999, the Company, then known as
BidCrawler Online Inc. ("BidCrawler") began a data search and aggregation
service, allowing users to simultaneously aggregate, view and compare product
listings from multiple Internet-based auction sites. BidCrawler offered this
service first for consumer auctions at www.BidCrawler.com, and then for the
business-to-business ("B2B") market with the introduction of its business Web
site at www.B2Bidcrawler.com. The Company has recently changed its market focus
to provide internet-related services for purchasing and procurement
professionals, with the development of its "Dashboard" product as discussed
below.


                                       11
<PAGE>

         The Product

         Dashboard

         Responding to changing market conditions, starting in mid-2000, the
Company began an intensive market research effort that resulted in a new focus
on the needs of sales and procurement professionals, and led to the Company's
development of a new product, internally code-named "Dashboard." This new
product expands on the Company's core aggregation technology and provides
additional features desired by purchasing professionals. The Dashboard product
is an Internet-based application designed for purchasing professionals in small
to medium enterprises. These purchasing professionals are responsible for
procurement of both direct and indirect materials. Direct materials are those
used in the manufacturing process. Indirect materials, also referred to as MRO
(maintenance, repair and operations) supplies, consist of materials not directly
related to manufacturing, such as office equipment, electronics, furniture,
janitorial supplies and food. The Dashboard v.1 will be applied primarily to the
procurement of MRO supplies.

         The Dashboard is intended to assist purchasing professionals in the
various aspects of their job, including: determining their employer's purchasing
requirements; seeking out the best suppliers and prices; searching online
catalogs and e-markets; and locating shipments in transit. The product organizes
and simplifies the purchaser's daily workflow in a clean, customizable interface
on the computer desktop. With the Dashboard's built-in browser and proprietary
"site-scrubbing" technology, users can simultaneously search all their preferred
online sources for products they require. The term "site scrubbing" refers to
the Dashboard search engine functioning by forming a query to the computer
graphic imagery of the auction and/or business purchasing site that it was built
for, then passing it to the auction/business site, then searching the resultant
pages for the pertinent information, bringing back to the user the requested
information.

         With the Dashboard's e-mail functions, they can communicate quickly and
effectively with their "internal customers" (that is, their co-workers who
require their purchasing services), providing specifications and options for
product selection. For locating unfamiliar items, the Dashboard allows
purchasers to instantly screen thousands of suppliers by name, location or
product type, and it can provide contact information for that supplier. After
the product is shipped by FedEx, Airborne or UPS, the Dashboard constantly
updates the progress of that shipment on the purchaser's customized screen. In
addition to its pure workflow features, the Dashboard provides customized
industry-specific news feeds to enable purchasers to obtain information about
current developments in the purchaser's field.

         Dashboard's revenues will be subscription-based, rather than
transaction-based. As a hosted service, the Dashboard will generate revenues
through monthly subscription fees, starting in January 2002. Subscription fees
will vary in range from $50 per seat to over $100 per seat depending on the
quantity and complexity of the individual customer. In addition, there will be
revenue generated from preferred vendor listings and consulting fees from
customization work done for specific customers and vertical market hubs.
Management believes that a subscription-based revenue structure will provide a
more dependable revenue base than the transaction-based structure characteristic
of many of e-commerce hubs that have failed in recent months.


                                       12
<PAGE>


         Business Exchanges; On-line Auction Sites

         A key component to the success of the Dashboard is expected to be the
B2B exchanges from which it aggregates data for users. There are over 600
Internet exchanges in over 40 separate vertical segments (such as medical,
chemical, forest products, etc.) as of April 2000, with the number expected to
reach 4,200 exchanges by 2003. The number of exchange members is expected to
grow from 20,000 in 2000, to over 12 million by 2004 (source: Keenan Vision).

         Additionally, auctions are predicted to grow in popularity among
businesses over the next few years. Management believes that auction sites will
increasingly emphasize auctions for the B2B market, rather than the consumer
market, because the average transaction values are considerably higher for B2B
than consumer auctions. The Dashboard provides an additional distribution
channel to bring buyers to these auctions and exchanges.

         Value-Added Services

         The Company also intends its Dashboard product to provide value-added
services including content management, customer service, exchange fees,
financial services, insurance and escrow, marketing, order management,
professional services, shipping and logistics. Management believes that
provision of value-added services is an opportunity for the Company because most
exchanges provide very limited value-added services. While most exchanges plan
to implement these kinds of services in the future, the Dashboard will provide
value-added services such as intelligent searching, smart profiling of
customers, and suggestions for items and suppliers that the exchanges and
auction sites are not expected to provide.

         Product Development Plans - Partnerships

         The Company's short term corporate plans are to complete a functioning
Dashboard prototype and secure one or more strategic partners to complete
development of the Dashboard and to assist in taking it to market. Management
believes that as result of the slow adoption rate of e-Market trading standards,
there are numerous partnership opportunities that would benefit from offering
the Dashboard within their suite of e-Market software. Dashboard is not
dependent on companies adopting XML standards (referring to data exchange
standards that enable companies to electronically trade with each other) and
joining e-Marketplaces. Instead, it relies on its web-scrubbing technology
(discussed on page 12) making it a unique and useful tool for procurement
officers today.

         Target Market; Competitors

         The Company plans to concentrate on target customers in small-to-medium
size enterprises that generate annual revenues of $20-250 million. Procurement
professionals in such


                                       13
<PAGE>

enterprises typically rely on fax and telephone communications, rather than the
enterprise system resources used by traders at large enterprises. The Company
does not intend to compete with large e-commerce facilitators such as Ariba and
Commerce One, which design and implement elaborate procurement platforms, often
costing millions of dollars, for companies such as those in the Fortune 1000.

         With the rise of electronic commerce, purchasers working for
small-to-medium size enterprises have an increasing number of B2B marketplaces
to choose from, for both buying and selling. Because of the increasing variety
of choices available to them, traders have less and less incentive to join
"consortium" e-marketplaces; that is, those that are majority-controlled by
dominant industry players. Purchasing professionals survey multiple e-markets
for the best prices and terms available on the Internet. Therefore, it is in the
supplier's best interest to make products available to the widest possible
universe of purchasing professionals. While the Company has a number of
competitors in the electronic procurement area, management believes that no
competitor currently offers the ability to scrub (see page 12 for discussion of
"site scrubbing") and retrieve data from any supplier who has a catalog publicly
posted on the Internet.

         Management believes that Dashboard's proposed subscription-based
revenue structure will offer a competitive advantage over the transaction-based
structures of other e-commerce hubs. Whereas the subscription-based model offers
a consistent monthly fee regardless of the amount or quantity purchased, the
transaction-based fee model charges the users a percentage of the purchase
price, thus discouraging companies from making large purchases.

         The Company's current competitors include the following:

         Agile Software (www.agilesoftware.com) - "Collaborative commerce"
specialist Agile enables real-time dataflow between Original Equipment
Manufacturers, Electronic Manufacturing Service providers, and their suppliers
and customers, using automated product distribution and synchronization
techniques to let customers, suppliers, and subcontractors monitor product
activity.

         PurchasePro.com, Inc. (www.purchasepro.com) - PurchasePro.com, Inc. is
a provider of B2B e-commerce services. It operates the PurchasePro.com exchange
and provides private marketplaces with a scalable, browser-based e-commerce
engine. The PurchasePro.com exchange and the private marketplaces buy and sell a
wide range of products and services.

         J D Edwards, Inc. (www.jdedwards.com) - J.D. Edwards is a provider of
agile, collaborative Internet solutions that give organizations the freedom to
choose how they assemble their internal applications and how they collaborate
with partners and customers.

         PSDI (www.psdi.com) - PSDI provides services for the MRO supply area.
It provides work and materials management software, a B2B marketplace for buyers
and suppliers


                                       14
<PAGE>

(MRO.COM), a suite of online procurement software products, and Internet-based
content management tools and cataloging services.

         Radiant Systems, Inc. (www.radiantsystems.com) - Radiant Systems, Inc.
is a provider of technology solutions to businesses that serve the consumer,
including transaction-processing and management systems that support enterprise
processes for clients ranging in size from multi-national to single-site
operators.

         Frontstep (www.frontstep.com) - Frontstep is a global provider of
e-business, supply chain and enterprise management software for mid-sized
distributors and manufacturers. Its software and services include enterprise
management, CRM, online customer sales and service, Web-driven channel
management, supply chain management, e-procurement, collaboration and
integration.

         EssentialMarkets, Inc. (www.essentialmarkets.com) - Provides "EM
Transact," a sell-side, Web-based application that enables suppliers without
financial or technical means to integrate with the e-supply systems of their
large customers. This application works with any e-procurement platform,
including Ariba, Commerce One or Clarus.

C.       ORGANIZATIONAL STRUCTURE

         The Company has one subsidiary, Bidcrawler Online Inc., a British
Columbia corporation. The subsidiary is wholly owned by the Company.

D.       PROPERTY, PLANT AND EQUIPMENT

         The Company rents office space for its head office at 9th Floor, 555
Burrard Street, Box 273, Two Bentall Centre, Vancouver, British Columbia,
Canada.

ITEM 5   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

         The following discussion should be read in conjunction with: (i) the
audited consolidated balance sheets of the Company as at June 30, 2002 and 2001
and the consolidated statements of operations and deficit and cash flows for the
years ended June 30, 2002 and 2001, and related notes thereto (collectively, the
"2002 Financial Statements"); and (ii) the audited consolidated balance sheets
of BidCrawler as at June 30, 2000 and 1999 and the consolidated statements of
operations and deficit and cash flows for the years ended June 30, 2000, 1999
and 1998, and related notes thereto (collectively, the "2000 Financial
Statements") included herewith and with the selected data set forth in Item 3
above. The Company's consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles.


                                       15
<PAGE>

Except as described in Note 11 to the 2001 Financial Statements and in Note 11
to the 2000 Financial Statements, there are no material differences, for the
purposes of these financial statements, between accounting principles generally
accepted in Canada and the United States. Unless otherwise indicated, all
currency is reported in Canadian dollars.

A.       OPERATING RESULTS

         Year Ended June 30, 2002 Compared to Year Ended June 30, 2001

         For the year ended June 30, 2002, the Company incurred an operating
loss of $48,654 compared to an operating loss of $2,129,234 for the year ended
June 30, 2001. The significant decrease in operating losses between fiscal 2002
and fiscal 2001 was primarily attributed to the lack of operating activity on
the development of the Company's website and on-line services. In 2001, the
Company was in full operation developing its navigation hub for Internet auction
participants. During fiscal 2002, the Company was in the process of reorganizing
and re-evaluating its business operations. During 2002, the Company announced
two separate acquisition agreements as new potential business opportunities for
the Company, however, both projects were subsequently terminated.

         Year Ended June 30, 2001 Compared to Year Ended June 30, 2000

         For the year ended June 30, 2001, the Company incurred an operating
loss of $2,129,234 compared with an operating loss of $1,752,343 for the year
ended June 30, 2000. There was approximately a 50% increase in overall expenses
in fiscal 2001. This was primarily due to the Company completing its first full
year as an on-line services company that initially was in the process of
developing a navigation hub for Internet auction participants, and then
subsequently changed focus more on developing its e-commerce product. Due to the
high level of programming and product development, the Company required a
significant labor force. Accordingly, almost half the Company's total expenses
for fiscal 2001 were for consulting, salaries and benefits.

         Year Ended June 30, 2000 Compared to Year Ended June 30, 1999

         For the year ended June 30, 2000, the Company incurred an operating
loss of $1,752,343 compared with a $247,290 operating loss for the year ended
June 30, 1999. Overall expenses increased during 1999 primarily due to the costs
attributed to the three financings that were undertaken during the year (as
discussed below under "-- B. Liquidity and Capital Resources -- Year Ended June
30, 2000 Compared to Year Ended June 30, 1999"), the acquisition of BidCrawler
and the associated start-up costs of opening up the head office in Bellevue,
Washington, including the hiring of 18 new employees. This undertaking resulted
in a loss for the fiscal year ended 2000 of $1,752,343.


                                       16
<PAGE>

B.       LIQUIDITY AND CAPITAL RESOURCES

         Year Ended June 30, 2002 Compared to Year Ended June 30, 2001

         In the fiscal year ended June 30, 2002, the Company raised $401,500
through a private placement and the exercise of stock options. The private
placement was comprised of 4,000,000 units at $0.10 per unit for total proceeds
of $400,000. Additionally, the Company received $165,230 in loans during the
past year. During fiscal 2001, the Company raised $647,250 from three separate
private placement financings and through the exercise of stock options. The
funds raised in 2002 were used for working capital purposes and $127,400 was
advanced to one of the potential acquisitions mentioned in "Operating Results"
above for 2002. The proceeds raised in 2001 were primarily used to fund the
ongoing Bellevue operations.

         During fiscal 2002, the Company reached various settlements with
certain creditors that resulted in a gain to the Company totaling $529,877. This
process had a significant positive impact on the Company's working capital
position which at year end was still at a deficit totaling $430,953 compared to
a working capital deficit of $808,551 at June 30, 2001. In fiscal 2001, the
Company wrote off certain prepaid expenses for a market enhancement program
totaling $365,704. This had a significant adverse impact on the Company's
working capital situation at June 30, 2001.

         Year Ended June 30, 2001 Compared to Year Ended June 30, 2000

         In the fiscal year ended June 30, 2001, the Company raised $674,250,
from three separate private placements and through the exercise of the stock
options. The private placements during fiscal 2001 comprised the following:
88,500 shares at a price of $0.50 per share, for total proceeds of $44,250
(September 2000); 2,833,326 shares at a price of $0.15 per share, for total
proceeds of $425,000 (January 2001); and 1,000,000 shares at a price of $0.10
per share, for total proceeds of $100,000 (April 2001). During the 2000 fiscal
year, the Company had raised $3,344,320 through share issuances. These
financings were necessary to sustain the staff of 18 people in the Bellevue
operation and the several full time consultants who were hired for development
purposes. Operating in the United States also had a significant impact on the
Company's "burn rate" since the Company was paying competitive rates in U.S.
dollars.

         At the year-end, the Company wrote off prepaid expenses for a market
enhancement program, totaling $365,704, and wrote down its capital assets by
$136,454. This process had a significant impact on the Company's working capital
which at year-end was at a deficit of $808,551, compared to working capital of
$917,965 at June 30, 2000. During the year ended June 30, 2001, the Company
accrued accounts payable of $292,612 as a contingent liability relating to an
office lease that the Company had entered into in Bellevue, Washington. The
Company decided to move from the premises approximately eighteen months prior to
the


                                       17
<PAGE>
 expiration of the lease term. A settlement had been reached to release the
Company from its obligations under the lease, whereby the $292,612 would be
forgiven based on cash payments of $15,145 (paid) and $52,666 to be paid by
November 30, 2001.

         Subsequent to June 30, 2001, the Company completed a private placement
consisting of 4,000,000 units at $0.10 per unit. Each unit consists of one
common share and one share purchase warrant enabling the holder to acquire an
additional share at $0.10 per share for two years. Funds from this offering will
be used for completion of the "Dashboard" prototype, debt retirement and working
capital.

         Year Ended June 30, 2000 Compared to Year Ended June 30, 1999

         At June 30, 2000, the Company had working capital of $917,965 compared
to a working capital deficit of $414,152 for the fiscal year ended June 30,
1999. This difference reflected the proceeds the Company received from the
private placements during fiscal 2000.

         From July 1, 1999 to June 30, 2000, all funding for the Company's
expenditures on the website acquisition and development costs and ongoing
operations was derived from common share issuances. During this period, the
Company completed three private placements for the issuance of a total of
4,500,000 common shares for total proceeds of $2,600,000. The Company acquired
BidCrawler by issuing 6,000,000 escrow shares at a deemed price of $0.30 per
share.


                                       18
<PAGE>

C.       RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

         Development and License Agreement

         Pursuant to the Company's acquisition of BidCrawler in 2000, the
Company advanced U.S. $150,000 to BidCrawler as a non-refundable fee for the
granting of an option to enter into a non-exclusive license for the marketing,
distribution and sale of the BidCrawler product in North America. BidCrawler
agreed to use the fee for the continuing development of the technology for the
BidCrawler product. The acquisition was subsequently completed.

         Starting in spring 2000, the Company hired Semeron Corporation to
assist in conducting market research for the Company's next generation of
Internet software applications. This included moving the Company from a
business-to-consumer model to a business-to-business model. The Company spent
over $70,000 for the market research services provided by Semeron. In addition
to Semeron, the Company hired Brain Wave Inc. to conduct and facilitate several
focus groups consisting of corporate purchasing professionals. The Company paid
over $10,000 for these services.

D.       TREND INFORMATION

         According to eMarketer (a leading provider of Internet commerce
statistics), by the end of 2000, 37% of all U.S. businesses were participating
in electronic commerce. Management believes that the mid-tier business market
(i.e., companies with between 20 and 500 employees) will see e-commerce growth
rates of approximately 80% per year through 2002, most of which will be in the
area of procurement infrastructure. According to International Data Corporation,
worldwide sales of procurement software are expected to reach $8.5 billion by
2003. Jupiter Communications estimates the percentage of all U.S. B2B trade
conducted online will grow from 1% in 2000 to 42% in 2005, to approximately $6.3
trillion, of which approximately one-third would be conducted directly between
trading partners, with the remainder conducted through e-markets of various
kinds. The Company believes that it is well positioned to meet this expected
demand growth because of its versatile product offering.


                                       19
<PAGE>

ITEM 6   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       DIRECTORS AND SENIOR MANAGEMENT

         The following table sets forth the names and addresses of the directors
and members of senior management of the Company, their positions and offices
with the Company, their terms of office, and their principal occupations within
the five preceding years.

<TABLE>
<CAPTION>
                                     POSITIONS AND OFFICES WITH THE
                                                COMPANY;                              PRINCIPAL OCCUPATION
NAME AND ADDRESS                             TERM OF OFFICE                      WITHIN THE FIVE PRECEDING YEARS
----------------                    --------------------------------      -------------------------------------------
<S>                                 <C>                                   <C>
George Leary                        Chairman, Chief Executive             Self-employed consultant, GML Minerals
Calgary, Alberta                    Officer and a Director from           Consulting Ltd.
                                    August 1, 2001 to present

Greg Stone                          President and Director from           President of BidCrawler.com Online Inc.
Bellevue, Washington, U.S.A.        April 20, 2000 to present

Graham Heal                         Director from October 22, 1999        Self-employed computer consultant; Director
Bellingham, Washington, U.S.A.      to present                            and Vice-President of ClickHouse.com Online
                                                                          Inc.

Peter Dunfield                      Director from August 27, 1999 to      Self-employed consultant, iO Corporate
West Vancouver, British Columbia    present                               Services Ltd.; President and Director of
                                                                          Nikos Explorations Ltd. and CRA Phase II
                                                                          Ltd.; formerly Chief Financial Officer of
                                                                          Whytecliff Capital Corp.

Marion McGrath                      Director from December 22, 2000       Self-employed consultant, iO Corporate
Vancouver, British Columbia         to present; Secretary from            Services Ltd.; Corporate Administrator,
                                    December 28, 2000 to present          Whytecliff Capital Corp. from March 1999 to
                                                                          February 2000; Legal Assistant, Werbes
                                                                          Sasges & Company from 1984 to 1999
</TABLE>

B.       COMPENSATION

         Summary Compensation Table

         The following table discloses the compensation paid by the Company
during the previous three fiscal years to George Leary, Greg Stone, and Graham
Heal (former Chief Executive Officer) during the previous three fiscal years.


                                       20
<PAGE>

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                       Annual Compensation                     Long Term Compensation
                             -------------------------------------  ------------------------------------------
                                                                                Awards              Payouts
                                                                     -------------------------   -------------
                                                                      Securities    Restricted
                                                         Other           Under       Shares or
                                                         Annual       Options/SARs  Restricted                    All Other
     Name and                  Salary      Bonus      Compensation      Granted     Share Units  LTIP Payouts   Compensation
Principal Position   Year        ($)        ($)           ($)1            (#)           ($)           ($)           ($)2
------------------   ----    ----------   ------      ------------    ------------  -----------  ------------  -------------
<S>                  <C>      <C>           <C>           <C>         <C>               <C>           <C>          <C>
George Leary3        2002        Nil        Nil           Nil           385,000         Nil           Nil          $60,000
Chairman/CEO         2001        n/a        n/a           n/a             n/a           n/a           n/a            n/a
------------------   ----    ----------   ------      ------------    ------------  -----------  ------------  -------------
Greg Stone4          2002      $25,917                                  250,000         Nil           Nil            Nil
President            2001     US$88,000     Nil           Nil             Nil           Nil           Nil            Nil
                     2000     US$25,000     Nil           Nil          172,5006         Nil           Nil            Nil
------------------   ----    ----------   ------      ------------    ------------  -----------  ------------  -------------
Graham Heal5         2001        Nil        Nil           Nil             Nil           Nil           Nil            Nil
former CEO           2000     US$36,650     Nil           Nil         1,250,0006        Nil           Nil            Nil
------------------   ----    ----------   ------      ------------    ------------  -----------  ------------  -------------
</TABLE>

----------

1    the value of perquisites and benefits, if any, for each Named Executive
     Officer was less than the lesser of $50,000 and 10% of the total annual
     salary and bonus.

2    for further details, refer to the heading "Management Contracts" below.

3    Mr. Leary was appointed Chairman and Chief Executive Officer on August 1,
     2001.

4    Mr. Stone was appointed the President of the Company on April 20, 2000.
     During the period September 14, 2000 to August 1, 2001, Mr. Stone served as
     Chief Executive Officer.

5    Mr. Heal served as Chief Executive Officer of the Company during the period
     April 20, 2000 to September 14, 2000. Additionally, Mr. Heal served as
     Chairman during the period September 14, 2000 to August 1, 2001.

6    Voluntarily Cancelled.

         During the fiscal year ended June 30, 2002, the Company did not make
any long-term incentive plan awards to its directors, officers or employees, nor
did the Company have a pension plan for its directors, officers and employees.

         Option Grants During the Most Recently Completed Fiscal Year

         The following table sets forth particulars concerning individual grants
of options to purchase or acquire securities of the Company and its
subsidiaries, if any, and stock appreciation rights ("SARs") as defined in Form
41 prescribed in the "Regulations" under the Securities Act of the Province of
British Columbia, made to each Named Executive Officer during the financial year
ended June 30, 2002:


                                       21
<PAGE>

<TABLE>
<CAPTION>


                                                                                   Market Value of
                                                   % of Total                        Securities
                                    Securities       Options                         Underlying
                                       under        Granted to    Exercise Price   Options/SARs on
                    Date of Grant  Options/SARs    Employees in    or Base Price    Date of Grant    Expiration
    Name               in 2001     Granted (#)1   Financial Year   ($/Security)      ($/Security)       Date
-------------       -------------  ------------   --------------  --------------  ----------------  ------------
<S>                   <C>             <C>             <C>              <C>             <C>            <C>
George Leary          Oct 1/01        385,000         24.06%           $0.10           Nil3           Oct 1/06
-------------       -------------  ------------   --------------  --------------  ----------------  ------------
Greg Stone            Oct 1/01        250,000         15.63%           $0.10            Nil           Oct 1/06
-------------       -------------  ------------   --------------  --------------  ----------------  ------------
</TABLE>


----------

1    common shares of the Company.

2    includes both employee and director stock options.

3    no market value on date of grant, last trade prior to date of grant was
     October 4, 2001 at $0.05.

         Options Exercised During the Most Recently Completed Fiscal Year and
         Fiscal Year End Option Values

         The following table sets forth particulars concerning each exercise of
options and SARs by each Named Executive Officer during the fiscal year ended
June 30, 2002, and the fiscal year-end value of unexercised options and SARs:

<TABLE>
<CAPTION>

                                                                                         Value of Unexercised in
                                                         Unexercised Options/SARs at    the Money Options/SARs at
                        Securities        Aggregate              FY-End (#)                      FY-End ($)
                       Acquired on     Value Realized
      Name             Exercise (#)          ($)          Exercisable/Unexercisable     Exercisable/Unexercisable
-----------------      ------------     -------------    ----------------------------   -------------------------
<S>                        <C>               <C>            <C>                                    <C>
George Leary               Nil               n/a            385,000 (Exercisable)                  Nil
-----------------      ------------     -------------    ----------------------------   -------------------------
Greg Stone                 Nil               n/a            250,000 (Exercisable)                  Nil
-----------------      ------------     -------------    ----------------------------   -------------------------
</TABLE>

         NOTE: The above options were pre-consolidated options and as at the
date of this information circular, have been cancelled.

         Compensation of Directors

         The Company has no standard arrangement pursuant to which directors are
compensated by the Company for their services in their capacity as directors
other than the unissued treasury shares reserved for the grant of directors'
stock options. There has been no other arrangement pursuant to which directors
were compensated by the Company in their capacity as directors during the
Company's fiscal year ended June 30, 2002.

         Consulting and Management Agreements

         The Company is a party to the following contracts:

         o    management contract with GML Minerals Consulting Ltd., a company
              owned and controlled by George Leary, the Chairman and CEO of the
              Company, whereby GML


                                       22
<PAGE>

              Minerals Consulting Ltd. is engaged to perform management services
              at a cost of $5,000 per month; and

         o    consulting contract with iO Corporate Services Ltd., a company
              owned and controlled by Peter Dunfield and Marion McGrath, both
              directors of the Company, whereby iO Corporate Services Ltd. is
              engaged to perform consulting services at a cost of $2,000 per
              month. During the fiscal year ended June 30, 2002, the Company
              incurred consulting fees of $24,000 with iO Corporate Services
              Ltd.

         The Company has not set aside or accrued any funds to provide pension,
retirement or similar benefits.

C.       BOARD PRACTICES

         Tenure of Board of Directors

         Each director is elected at the Company's annual shareholders' meeting
for a term of one year.

         No director of the Company is currently party to a service contract
with the Company or any of its subsidiaries that provides for benefits upon
termination of employment.


                                       23
<PAGE>

         Audit Committee

         The Company's Audit Committee is composed of George Leary, Peter
Dunfield and Colin Johnson. The Audit Committee is appointed by the Board of
Directors and its members hold office until removed by the Board of Directors or
until the next annual shareholders meeting of the Company, at which time their
appointments expire and they are eligible for reappointment. The Audit Committee
reviews the audited financial statements as well as the unaudited interim
financial statements of the Company and confers with the Company's auditors and
recommends to the Board of Directors whether to approve such statements. At the
request of the Company's auditors, the Audit Committee must convene a meeting to
consider any matters which the auditor believes should be brought to the
attention of the Board of Directors or the shareholders of the Company.

         The Company does not have a compensation committee.

D.       EMPLOYEES

         The average number of employees during fiscal 2000 was 22, and the
average number of employees during fiscal 2001 was three. The Company had no
employees during fiscal 2002.

E.       SHARE OWNERSHIP

         The following table sets forth the share ownership of those persons
listed (or whose compensation is otherwise disclosed) in subsection 6.B above
and includes details of all options or warrants to purchase shares of the
Company held by such persons:


                                       24
<PAGE>
<TABLE>
<CAPTION>
                                                      Number of
                                                       Common
                              Number and Percentage    Shares     Purchase
                                    Ownership          Subject     Price     Exercise
      Name                          of Shares1        to Option   (if any)     Price    Expiry Date
--------------------------   ----------------------   ---------   --------   --------   -----------
<S>                          <C>                       <C>          <C>        <C>       <C>
George Leary2                2,464,440/20.2%           385,000      N/A        $0.10     Oct. 02/06
Chairman/CEO and Director
--------------------------   ----------------------   ---------   --------   --------   -----------
Graham Heal3                 775,0004/6.4%             60,000       N/A        $0.10     Oct. 02/06
former CEO
--------------------------   ----------------------   ---------   --------   --------   -----------
Greg Stone5                  95,566/*                  250,000      N/A        $0.10     Oct. 02/06
President and Director
--------------------------   ----------------------   ---------   --------   --------   -----------
Peter Dunfield               5,625*                    360,000      N/A        $0.10     Oct. 02/06
Director
--------------------------   ----------------------   ---------   --------   --------   -----------
Marion McGrath               375*                      95,000       N/A        $0.10     Oct. 02/06
Secretary and Director
--------------------------   ----------------------   ---------   --------   --------   -----------
</TABLE>

----------

1    Represents voting securities beneficially owned, directly or indirectly, or
     over which control or direction is exercised.

2    Mr. Leary was appointed Chairman and Chief Executive Officer on August 1,
     2001.

3    Mr. Heal served as Chief Executive Officer of the Company during the period
     April 20, 2000 to September 14, 2000. Additionally, Mr. Heal served as
     Chairman during the period September 14, 2000 to August 1, 2001.

4    750,000 of the 775,000 shares are subject to escrow restrictions. See "Item
     4. Information on the Company -- A. History and Development of the Company
     -- Corporate Development."

5    Mr. Stone was appointed the President of the Company on April 20, 2000.
     During the period September 14, 2000 to August 1, 2001, Mr. Stone served as
     Chief Executive Officer.

         * Less than 1%.

         Stock Option Plan

         The Company has established a stock option plan (the "Plan"), which was
approved by the Company's shareholders at the annual general meeting of
shareholders held on December 20, 2002. The Plan is administered by the
directors of the Company to attract and motivate certain persons who are, in the
judgment of the directors, of special value of the Company. Options granted will
be granted in order to provide an optionee with a form of remuneration and an
incentive to act in the best interest of the Company. The Plan is a "rolling
plan" and as such, the Company can issue up to 10% of its then issued and
outstanding shares. The Plan is subject to regulatory approval.

         No one optionee may receive options exercisable on shares exceeding 5%
of the outstanding common shares of the Company.


                                       25
<PAGE>

         Under the terms of the Plan, the directors may, from time to time,
designate any director, officer or employee of the Company or subsidiary of the
Company or an employee of a management company providing services (other than
investor relations) to the Company as a person to whom options should be
granted, specifying the number of common shares that should be placed under
option to each optionee and the price per share to be payable upon the exercise
of such option.

         Each option will terminate at the close of business on the date which
is the earlier of (a) 30 calendar days after which the optionee ceases to be a
director, officer or employee or (b) such date as the board may determine at the
time of grant.

ITEM 7   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.       MAJOR SHAREHOLDERS

         The following table sets forth the name of the only shareholders who,
to the knowledge of management of the Company, as of June, 2002 beneficially own
more than five percent (5%) of any class of the Company's voting securities.

<TABLE>
<CAPTION>
                                                                 Percentage of change since:
                                  Number of       Percentage     ---------------------------
Name                            Common Shares      of Class      Fiscal 2001     Fiscal 2000
----                            -------------     ----------     -----------     -----------
<S>                               <C>                <C>            <C>             <C>
George Leary                      2,464,440          20.2%           8.8%            n/a
Chairman/CEO and Director

Graham Heal                         775,000           6.4%          1.94%           10.88%
former CEO
</TABLE>


         On January 30, 2002, 209,191 Common Shares were held by 6 registered
holders in the United States. The Common Shares, in addition to trading on the
TSX, also trade on the Over-the-Counter Bulletin Board under the symbol "TDOLF."

         To the best of its knowledge, the Company is not directly or indirectly
controlled by another corporation, a foreign government and no stockholder owns
more than five percent (5%) of its voting stock except as set forth above.

         The Company is not aware of any arrangements the operation of which may
at a subsequent date result in a change of control of the Company.


                                       26
<PAGE>

B.       RELATED PARTY TRANSACTIONS

         Listed below are the only material transactions that were effected
within the past three years (or are proposed) between the Company or any of its
subsidiaries and:

         (a)  enterprises that directly or indirectly through one or more
              intermediaries, control or are controlled by, or are under common
              control with, the Company;

         (b)  associates;

         (c)  individuals owning, directly or indirectly, an interest in the
              voting power of the Company that gives them significant influence
              over the Company, and close members of any such individual's
              family;

         (d)  key management personnel, that is, those persons having authority
              and responsibility for planning, directing and controlling the
              activities of the Company, including directors and senior
              management of companies and close members of such individuals'
              families; and

         (e)  enterprises in which a substantial interest in the voting power is
              owned, directly or indirectly, by any person described in (c) or
              (d) or over which such a person is able to exercise significant
              influence including enterprises owned by directors or major
              shareholders of the Company and enterprises that have a member of
              key management in common with the Company.

         The Company or its subsidiary is a party to the following contracts:

         o  management contract with GML Minerals Consulting Ltd., a company
            owned and controlled by George Leary, the Chairman and CEO of the
            Company, whereby GML Minerals Consulting Ltd. is engaged to perform
            management services at a cost of $5,000 per month; and

         o  consulting contract with iO Corporate Services Ltd., a company owned
            and controlled by Peter Dunfield and Marion McGrath, both directors
            of the Company, whereby iO Corporate Services Ltd. is engaged to
            perform consulting services at a cost of $2,000 per month.

         The above agreements are also listed in "Item 6. Directors, Senior
Management and Employees -- B. Compensation -- Consulting and Management
Agreements."

         During the fiscal year ended June 30, 2002, the Company paid or
accrued: $75,917 (2001 - $20,882) for management fees to directors or companies
controlled by directors and a former director; $10,000 (2001 - $27,112) for
consulting fees to a director; $24,000 (2001 - $12,750) for accounting and
office administration fees to companies controlled by directors and a former
director; and $24,000 (2001 - $6,000) for rent to companies controlled by
directors and a former director.


                                       27
<PAGE>

         The above services were paid for at market rates, and were on terms at
least as favorable to the Company as those that could have been obtained in
arm's-length transactions.

         Certain directors of the Company are officers and/or directors of, or
are associated with, other natural resource companies that acquire interests in
mineral properties. Such associations may give rise to conflicts of interest
from time to time. The directors are required by law, however, to act honestly
and in good faith with a view to the best interests of the Company and its
shareholders and to disclose any personal interest which they may have in any
material transaction which is proposed to be entered into with the Company and
to abstain from voting as a director for the approval of any such transaction.
See "Item 3. Key Information -- D. Risk Factors -- Conflicts of Interest".

         No officer or director of the Company, or any associate of such person,
was indebted to the Company at any time during the fiscal years ended June 30,
2002, 2001 or 2000.

C.       INTERESTS OF EXPERTS AND COUNSEL

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

ITEM 8   FINANCIAL INFORMATION

A.       CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

         This Annual Report contains the audited consolidated financial
statements of the Company for the years ended June 30, 2002 and 2001
(collectively, the "2002 Financial Statements"), including an Auditors' Report
dated November 4, 2002, and the following: Consolidated Balance Sheets as at
June 30, 2002 and 2001; Consolidated Statements of Operations and Deficit for
the fiscal years ended June 30, 2002 and 2001; and Consolidated Statements of
Cash Flows for the fiscal years ended June 30, 2002 and 2001. Also included are
Notes to the Consolidated Financial Statements for the Fiscal Years Ended June
30, 2002 and 2001. The consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles. Except as
described in Note 11 to the 2001 Financial Statements and in Note 11 to the 2000
Financial Statements, there are no material differences, for the purposes of
these financial statements, between accounting principles generally accepted in
Canada and the United States.

         Legal Proceedings

         No material legal proceedings are pending to which the Company is a
party or of which any of its properties is the subject.


                                       28
<PAGE>

         Dividend Policy

         The Company has not paid any dividends on its Common Shares and has no
dividend policy with respect to the payment of dividends.

B.       SIGNIFICANT CHANGES

         No significant change has occurred since the date of the annual
financial statements included in this Annual Report on Form 20-F.


                                       29
<PAGE>

ITEM 9   THE OFFER AND THE LISTING

A.       OFFER AND LISTING DETAILS

         The Common Shares of the Company are listed and posted for trading on
the TSX Venture Exchange (the "TSX "), under the symbol "TDO.T." The shares also
trade on the Over-the-Counter Bulletin Board under the symbol "TDOLF."


         The following table sets out the annual high and low market prices of
the Common Shares on the TSX during the last five fiscal years:

<TABLE>
<CAPTION>

                                  HIGH (Cdn. $)                LOW (Cdn. $)
<S>                                   <C>                        <C>
2002                                  $0.33                      $0.02
2001                                  $0.32                      $0.03
2000                                  $2.43                      $0.06
1999                                  $0.70                      $0.07
1998                                  $0.62                      $0.07

</TABLE>

         The following table sets out the market price range of the Common
Shares for the last two years by fiscal quarter.

<TABLE>
<CAPTION>
                                      HIGH                        LOW
                                    (Cdn. $)                    (Cdn. $)
<S>                                   <C>                        <C>
FISCAL 2002
First Quarter                         $0.19                      $0.02
Second Quarter                        $0.32                      $0.05
Third Quarter                         $0.33                      $0.11
Fourth Quarter                        $0.11                      $0.05
FISCAL 2001
First Quarter                         $0.70                      $0.22
Second Quarter                        $0.37                      $0.06
Third Quarter                         $0.17                      $0.04
Fourth Quarter                        $0.07                      $0.02

</TABLE>


                                       30
<PAGE>

         The following table sets out the high and low market prices of the
Common Shares on the CDNX for the last six months:

<TABLE>
<CAPTION>
                                      HIGH                        LOW
<S>                                   <C>                        <C>
December 2002                         $0.05                      $0.02
November 2002                         $0.06                      $0.03
October 2002                          $0.08                      $0.04
September 2002                        $0.09                      $0.06
August 2002                           $0.08                      $0.05
July 2002                             $0.12                      $0.05

</TABLE>

         On December 31, 2002, the closing price of the Common Shares on the
CDNX was Cdn $0.04.

B.       PLAN OF DISTRIBUTION

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

C.       MARKETS

         The Company's Common Shares are listed and posted for trading on the
TSX Venture Exchange.

D.       SELLING SHAREHOLDERS

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

E.       DILUTION

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

F.       EXPENSES OF THE ISSUE

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.


                                       31
<PAGE>
ITEM 10  ADDITIONAL INFORMATION

A.       SHARE CAPITAL

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

B.       MEMORANDUM AND ARTICLES OF ASSOCIATION

         1. Company's objects and purposes as set forth in its Memorandum and
            Articles:

         The Company was incorporated pursuant to the Company Act (British
Columbia), as amended, (the "Company Act") and pursuant to section 21 of the
Company Act the Company has the power and capacity of a natural person of full
capacity, provided that no company has the capacity of operate a railway as a
common carrier or to operate as a club unless proper authorization has been
given. Other than such restrictions, a company is entitled to carry on any
business unless it is restricted from carrying on such business by its
Memorandum. As the Company's Memorandum contains no restriction on the type of
business that may be carried out by the Company, the Company is therefore only
limited from carrying on the businesses previously referred to as being
restricted by legislation.

         2.  Matters relating to Directors of the Company:

         (a) Director's power to vote on a proposal, arrangement or contract in
which the director is materially interested:

         Part 16.1 of the Company's Articles ("Articles") provides that "A
Director who is, in any way, directly or indirectly, interested in a proposed
contract or transaction with the Company or who holds any office or possesses
any property whereby, directly or indirectly, a duty or interest might be
created to conflict with his duty or interest as a Director shall declare the
nature and extent of his interest in such contract or transaction or of the
conflict or potential conflict with his duty and interest as a Director, as the
case may be, in accordance with the provisions of the Company Act". Part 16.2
states that "A Director shall not vote in respect of any such contract or
transaction with the Company in which he is interested and if he shall do so his
vote shall not be counted, but he shall be counted in the quorum present at the
meeting at which such vote is taken. [Prohibition does not apply to, inter alia:
loans to the Company guaranteed by a Director or affiliate; subscription or
underwriting of shares issued by the Company if all other directors have an
interest in such transaction; and determination of Director remuneration] "

         (b) Directors' power, in the absence of an independent quorum, to vote
compensation to themselves or any members of their body:


                                       32
<PAGE>

         Part 13.2 of the Company's Articles provides that "The remuneration of
the Directors may from time to time be determined by the Directors unless by
ordinary resolution the members determine that such remuneration shall be
determined by the members. Such remuneration may be in addition to any salary or
other remuneration paid to any Director in his capacity as Officer or employee
of the Company."

         (c) Borrowing powers exercisable by the directors and how such
borrowing powers can be varied:

         Part 9.1 of the Company's Articles provides that "Subject to the
provisions of the Company Act, the Directors may from time to time authorize the
Company to: (i) borrow money in such manner and amount, on such security, from
such sources and upon such terms, and conditions as they think fit; (ii) issue
bonds, debentures, and other debt obligations either outright or as security for
any liability or obligation of the Company or any other person; (iii) mortgage,
charge, whether by way of specific or floating charge, or give other security on
the undertaking, or on the whole or any part of the property and assets of the
Company, both present and future; and (iv) give financial assistance to any
person, directly or indirectly, by way of loan, guarantee, the provision of
security, or otherwise."

         Part 9.2 states that "The Directors may authorize the issue of any
bonds, debentures or other debt obligations of the Company at a discount,
premium or otherwise and with any special or other rights or privileges as to
redemption, surrender, drawings, allotment of or conversion into or exchange for
shares, attending at general meetings of the Company and otherwise as the
Directors may determine at or before the time of issue."

         (d) The Company's Articles are silent with regard to the retirement or
non-retirement of directors under an age limit requirement.

         (e) Number of shares, if any, required for qualification:

         Part 13.3 of the Company's Articles states that "A Director shall not
be required to hold a share in the capital of the Company as qualification for
his office but shall be qualified as required by the Company Act, to become or
act as a Director."

         3. Rights, preferences and restrictions attaching to each class of
            shares:

         (a) Dividend rights, including time limit after which dividend
entitlement lapses

         The Company's shareholders, subject to the rights, privileges and
restrictions attaching to a particular class of shares, have the right to
receive dividends if, as and when declared by the Board of Directors. Neither
the Company Act nor the Company's Articles provide for lapses in dividend
entitlement.


                                       33
<PAGE>

         (b) Voting rights; staggered re-election intervals; cumulative voting

         Each Common Share in the capital of the Company entitles its holder to
one vote at any annual or special meeting of the Company's shareholders. The
Company has no provision for staggered re-election intervals for its directors.
Shareholders of the Company do not have cumulative voting.

         (c) Rights to share in surplus in event of liquidation

         In the event of liquidation, dissolution or winding-up of the Company
or other distribution of its assets, the holders of Common Shares will be
entitled to receive, on a pro rata basis, all of the assets remaining after the
Company has paid out its liabilities.

         (d) Other

         Holders of Common Shares do not have rights to share in the profits of
the Company. There are no redemption or sinking fund provisions with respect to
the Company's Common Shares. Common shareholders have no liability as to further
capital calls by the Company. There are no provisions discriminating against any
existing or prospective holder of Common Shares of the Company as a result of
such shareholder owning a substantial number of Common Shares. Holders of Common
Shares do not have pre-emptive rights.

         4. Actions necessary to change the rights of holders of the Company's
stock:


         In order to change the rights of holders of a class of the Company's
stock, a vote of at least three-quarters of the issued and outstanding shares of
that class is required.

         5. Conditions governing manner in which annual general meetings and
extraordinary general meetings of shareholders are convoked, including
conditions of admission:

         Annual Meeting

         Part 10.1 of the Company's Articles states that "Subject to any
extensions of time permitted pursuant to the Company Act, ... an annual general
meeting shall be held once in every calendar year at such time (not being more
than 13 months after the holding of the last preceding annual general meeting)
and place as may be determined by the Directors."

         Special Meetings

         Part 10.4 of the Company's Articles states that "The Directors may,
whenever they think fit, convene an extraordinary general meeting. An
extraordinary general meeting, if requisitioned


                                       34
<PAGE>

in accordance with the Company Act, shall be convened by the Directors or, if
not convened by the Directors, may be convened by the requisitionists as
provided in the Company Act."

         Part 10.6 of the Company's Articles provides in part that "A notice
convening a general meeting specifying the place, the day, and the hour of the
meeting, and, in case of special business, the general nature of that business,
shall be given as provided in the Company Act and in the manner hereinafter in
these Articles mentioned, or in such other manner as may be prescribed by the
Directors to such persons as are entitled by law or under these Articles to
receive such notice from the Company."

         6. Limitations on rights to own securities of the Company:

         The Investment Canada Act (the "ICA"), enacted on June 20, 1985,
requires prior notification to the Government of Canada on the "acquisition of
control" of Canadian businesses by non-Canadians, as defined in the ICA. Certain
acquisitions of control, discussed below, are reviewed by the Government of
Canada. The term "acquisition of control" is defined as any one or more
non-Canadian persons acquiring all or substantially all of the assets used in
the Canadian business, or the acquisition of the voting shares of a Canadian
corporation carrying on the Canadian business or the acquisition of the voting
interests of an entity controlling or carrying on the Canadian business. The
acquisition of the majority of the outstanding shares is deemed to be an
"acquisition of control" of a corporation. The acquisition of less than a
majority, but one-third or more, of the voting shares of a corporation is
presumed to be an "acquisition of control" of a corporation unless it can be
established that the purchaser will not control the corporation.

         Investments requiring notification and review are all direct
acquisitions of Canadian businesses with assets of Cdn. $5,000,000 or more
(subject to the comments below on WTO investors), and all indirect acquisitions
of Canadian businesses (subject to the comments below on WTO investors) with
assets of more than Cdn. $50,000,000 or with assets of between Cdn. $5,000,000
and Cdn. $50,000,000 which represent more than 50% of the value of the total
international transaction. In addition, specific acquisitions or new business in
designated types of business activities related to Canada's cultural heritage or
national identity could be reviewed if the Government of Canada considers that
it is in the public interest to do so.

         The ICA was amended with the implementation of the Agreement
establishing the World Trade Organization ("WTO") to provide for special review
thresholds for "WTO investors", as defined in the ICA. "WTO investor" generally
means:

         (a)  an individual, other than a Canadian, who is a national of a WTO
              member (such as, for example, the United States), or who has the
              right of permanent residence in relation to that WTO member;

         (b)  governments of WTO members; and


                                       35
<PAGE>

         (c)  entities that are not Canadian controlled, but which are WTO
              investor controlled, as determined by rules specified in the ICA.

         The special review thresholds for WTO investors do not apply, and the
general rules described above do apply, to the acquisition of control of certain
types of businesses specified in the ICA, including a business that is a
"cultural business". If the WTO investor rules apply, an investment in the
shares of the Company by or from a WTO investor will be reviewable only if it is
an investment to acquire control of the Company and the value of the assets of
the Company is equal to or greater than a specified amount (the "WTO Review
Threshold"). The WTO Review Threshold is adjusted annually by a formula relating
to increases in the nominal gross domestic product of Canada. The 2001 WTO
Review Threshold was $209,000,000.

         If any non-Canadian, whether or not a WTO investor, acquires control of
the Company by the acquisition of shares, but the transaction is not reviewable
as described above, the non-Canadian is required to notify the Canadian
government and to provide certain basic information relating to the investment.
A non-Canadian, whether or not a WTO investor, is also required to provide a
notice to the government on the establishment of a new Canadian business. If the
business of the Company is then a prescribed type of business activity related
to Canada's cultural heritage or national identity, and if the Canadian
government considers it to be in the public interest to do so, then the Canadian
government may give a notice in writing within 21 days requiring the investment
to be reviewed.

         For non-Canadians (other than WTO investors), an indirect acquisition
of control, by the acquisition of voting interests of an entity that directly or
indirectly controls the Company, is reviewable if the value of the assets of the
Company is then Cdn. $50,000,000 or more. If the WTO investor rules apply, then
this requirement does not apply to a WTO investor, or to a person acquiring the
entity from a WTO investor. Special rules specified in the ICA apply if the
value of the assets of the Company is more than 50% of the value of the entity
so acquired. By these special rules, if the non-Canadian (whether or not a WTO
investor) is acquiring control of an entity that directly or indirectly controls
the Company, and the value of the assets of the Company and all other entities
carrying on business in Canada, calculated in the manner provided in the ICA and
the regulations under the ICA, is more than 50% of the value, calculated in the
manner provided in the ICA and the regulations under the ICA, of the assets of
all entities, the control of which is acquired, directly or indirectly, in the
transaction of which the acquisition of control of the Company forms a part,
then the thresholds for a direct acquisition of control as discussed above will
apply, that is, a WTO Review Threshold of Cdn. $209,000,000 (in 2001) for a WTO
investor or threshold of Cdn. $5,000,000 for a non-Canadian other than a WTO
investor. If the value exceeds that level, then the transaction must be reviewed
in the same manner as a direct acquisition of control by the purchase of shares
of the Company.


                                       36
<PAGE>

         If an investor is reviewable, an application for review in the form
prescribed by the regulations is normally required to be filed with the Director
appointed under the ICA (the "Director") prior to the investment taking place
and the investment may not be consummated until the review has been completed.
There are, however, certain exceptions. Applications concerning indirect
acquisitions may be filed up to 30 days after the investment is consummated and
applications concerning reviewable investments in culture-sensitive sectors are
required upon receipt of a notice for review. In addition, the Minister (a
person designated as such under the ICA) may permit an investment to be
consummated prior to completion of the review, if he is satisfied that delay
would cause undue hardship to the acquiror or jeopardize the operations of the
Canadian business that is being acquired. The Director will submit the
application to the Minister, together with any other information or written
undertakings given by the acquiror and any representation submitted to the
Director by a province that is likely to be significantly affected by the
investment.

         The Minister will then determine whether the investment is likely to be
of net benefit to Canada, taking into account the information provided and
having regard to certain factors of assessment where they are relevant. Some of
the factors to be considered are:

         (a)  the effect of the investment on the level and nature of economic
              activity in Canada, including the effect on employment, on
              resource processing, and on the utilization of parts, components
              and services produced in Canada;

         (b)  the effect of the investment on exports from Canada;

         (c)  the degree and significance of participation by Canadians in the
              Canadian business and in any industry in Canada of which it forms
              a part;

         (d)  the effect of the investment on productivity, industrial
              efficiency, technological development, product innovation and
              product variety in Canada;

         (e)  the effect of the investment on competition within any industry or
              industries in Canada;

         (f)  the compatibility of the investment with national industrial,
              economical and cultural policies;

         (g)  the compatibility of the investment with national industrial,
              economic and cultural policies taking into consideration
              industrial, economic and cultural objectives enunciated by the
              government or legislature of any province likely to be
              significantly affected by the investment; and


                                       37
<PAGE>

         (h)  the contribution of the investment to Canada's ability to compete
              in world markets.

         To ensure prompt review, the ICA sets certain time limits for the
Director and the Minister. Within 45 days after a completed application has been
received, the Minister must notify the acquiror that he is satisfied that the
investment is likely to be of net benefit to Canada, or that he is unable to
complete his review, in which case he shall have 30 additional days to complete
his review (unless the acquiror agrees to a longer period), or he is not
satisfied that the investment is likely to be of net benefit to Canada.

         Where the Minister has advised the acquiror that he is not satisfied
that the investment is likely to be of net benefit to Canada, the acquiror has
the right to make representations and submit undertakings within 30 days of the
date of the notice (or any other further period that is agreed upon between the
acquiror and the Minister). On the expiration of the 30-day period (or the
agreed extension), the Minister must quickly notify the acquiror that he is now
satisfied that the investment is likely to be of net benefit to Canada or that
he is not satisfied that the investment is likely to be of net benefit to
Canada. In the latter case, the acquiror may not proceed with the investment or,
if the investment has already been consummated, must divest itself of control of
the Canadian business.

         The ICA provides civil remedies for non-compliance with any provision.
There are also criminal penalties for breach of confidentiality or providing
false information.

         Except as provided in the ICA, there are no limitations under the laws
of Canada, the Province of British Columbia or in any constituent documents of
the Company on the right of non-Canadians to hold or vote the common shares of
the Company.

         7. Provisions of Company's articles, charter or by-laws that have the
effect of delaying, deferring or preventing a change in control of the Company
and that would operate only with respect to a merger, acquisition, or corporate
restructuring involving the Company:

         There are no such limitations in the Company's Memorandum or Articles.

         8. Provisions governing the ownership threshold above which shareholder
ownership must be disclosed:

         The British Columbia Securities Act provides that a person that has
direct or indirect beneficial ownership of, control or direction over, or a
combination of direct or indirect beneficial ownership of, and of control or
direction over, securities of the issuer carrying more than 10% of the voting
rights attached to all the issuer's outstanding voting securities must, within
10 days of becoming an "insider", file an insider report in the required form
effective the date on which the person became an insider, disclosing any direct
or indirect beneficial


                                       38
<PAGE>

ownership of, or control or direction over, securities of the reporting issuer.
The British Columbia Securities Act also provides for the filing of a report by
an "insider" of a reporting issuer who acquires or transfers securities of the
issuer. This insider report must be filed within 10 days after the end of the
month in which the change takes place.

         The U.S. rules governing the ownership threshold above which
shareholder ownership must be disclosed are more stringent than those under the
British Columbia Securities Act. Section 13 of the Exchange Act imposes
reporting requirements on persons who acquire beneficial ownership (as such term
is defined in the Rule 13d-3 under the Exchange Act) of more than 5 per cent of
a class of an equity security registered under Section 12 of the Exchange Act.
In general, such persons must file, within 10 days after such acquisition, a
report of beneficial ownership with the Securities and Exchange Commission
containing the information prescribed by the regulations under Section 13 of the
Exchange Act. This information is also required to be sent to the issuer of the
securities and to each exchange where the securities are traded.

         9. Significant differences between law applicable to the Company and
law of the United States. See 8, above.

C.       MATERIAL CONTRACTS

         The material contracts entered into by the Company, other than
contracts entered into the ordinary course of business, to which the Company is
a party, during the previous two fiscal years are discussed in "Item 5.
Operating and Financial Review and Prospects -- C. Research and Development,
Patents and Licenses -- Development and License Agreement" and "Item 6.
Directors, Senior Management and Employees -- B. Compensation -- Consulting and
Management Agreements." These contracts are as follows:

         Pursuant to the Company's acquisition of BidCrawler in 2000, the
Company advanced U.S. $150,000 to BidCrawler as a non-refundable fee for the
granting of an option to enter into a non-exclusive license for the marketing,
distribution and sale of the BidCrawler product in North America. BidCrawler
agreed to use the fee for the continuing development of the technology for the
BidCrawler product. The acquisition was subsequently completed.

         The Company is a party to the following contracts:

         o    management contract with GML Minerals Consulting Ltd., a company
              owned and controlled by George Leary, the Chairman and CEO of the
              Company, whereby GML Minerals Consulting Ltd. is engaged to
              perform management services at a cost of $5,000 per month; and

         o    consulting contract with iO Corporate Services Ltd., a company
              owned and controlled by Peter Dunfield and Marion McGrath, both
              directors of the Company, whereby iO


                                       39
<PAGE>

              Corporate Services Ltd. is engaged to perform consulting services
              at a cost of $2,000 per month.

D.       EXCHANGE CONTROLS

         Canada has no system of exchange controls. There are no exchange
restrictions on borrowing from foreign countries nor on the remittance of
dividends, interest, royalties and similar payments, management fees, loan
repayments, settlement of trade debts or the repatriation of capital.

E.       TAXATION

         Canadian Federal Income Tax Considerations

         The following is a summary of material Canadian federal income tax
considerations generally applicable in respect of the Common Shares. The tax
consequences to any particular holder of Common Shares will vary according to
the status of that holder as an individual, trust, corporation, or member of a
partnership, the jurisdiction in which that holder is subject to taxation, the
place where that holder is resident and, generally, according to that holder's
particular circumstances. This summary is applicable only to holders who are
resident in the United States, have never been resident in Canada, hold their
Common Shares as capital property and will not use or hold the Common Shares in
carrying on business in Canada.

         Generally, dividends paid by Canadian corporations to non-resident
shareholders are subject to a withholding tax of 25% of the gross amount of such
dividends. However, Article X of the reciprocal tax treaty between Canada and
the United States reduces to 15% the withholding tax on the gross amount of
dividends paid to residents of the United States. The withholding tax rate on
the gross amount of dividends is reduced to 5% if the beneficial owner of the
dividend is a U.S. corporation which owns at least 10% of the voting stock of
the Canadian corporation paying the dividends.

         A non-resident who holds shares of the Company as capital property will
not be subject to tax on capital gains realized on the disposition of such
shares unless such shares are "taxable Canadian property" within the meaning of
the Income Tax Act (Canada) and no relief is afforded under any applicable tax
treaty. The shares of the Company would be taxable Canadian property of a
non-resident if at any time during the five year period immediately preceding a
disposition by the non-resident of such shares not less than 25% of the issued
shares of any class of the Company belonged to the non-resident, persons with
whom the non-resident did not deal at arm's length, or to the non-resident and
persons with whom the non-resident did not deal at arm's length. Shares of the
Company would also be taxable Canadian property if they were acquired in
exchange for taxable Canadian property in an amalgamation.


                                       40
<PAGE>


         Material United States Federal Income Tax Consequences

         The following summary is a general discussion of material United States
Federal income tax considerations to U.S. holders of shares of the Company under
current law. It does not discuss all the tax consequences that may be relevant
to particular holders in light of their circumstances or to holders subject to
special rules, such as tax-exempt organizations, qualified retirement plans,
financial institutions, insurance companies, real estate investment trusts,
regulated investment companies, broker-dealers, non-resident alien individuals
or foreign corporations whose ownership of shares of the Company is not
effectively connected with the conduct of a trade or business in the United
States, shareholders who acquired their stock through the exercise of employee
stock options or otherwise as compensation, shareholders who hold their stock as
ordinary assets and not capital assets and any other non-U.S. holders. In
addition, U.S. holders may be subject to state, local or foreign tax
consequences. Holders and prospective holders should consult with their own tax
advisors with respect to their particular circumstances. This discussion covers
all material tax consequences.

         The following discussion is based upon the sections of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published
Internal Revenue Service ("IRS") rulings, published administrative positions of
the IRS and court decisions that are currently applicable, any or all of which
could be materially and adversely changed, possibly on a retroactive basis, at
any time. This discussion does not consider the potential effects, both adverse
and beneficial, of any recently proposed legislation that, if enacted, could be
applied, possibly on a retroactive basis, at any time. Holders and prospective
holders of shares of the Company should consult their own tax advisors about the
Federal, state, local, estate, and foreign tax consequences of purchasing,
owning and disposing of shares of the Company.

         U.S. Holders

         As used herein, a "U.S. Holder" includes a holder of shares of the
Company who is a citizen or resident of the United States, a corporation created
or organized in or under the laws of the United States or of any political
subdivision thereof, any entity that is taxable as a corporation for U.S. tax
purposes and any other person or entity whose ownership of shares of the Company
is effectively connected with the conduct of a trade or business in the United
States. A U.S. Holder does not include persons subject to special provisions of
Federal income tax law, such as tax exempt organizations, qualified retirement
plans, financial institutions, insurance companies, real estate investment
trusts, regulated investment companies, broker-dealers, nonresident alien
individuals or foreign corporations whose ownership of shares of the Company is
not effectively connected with conduct of trade or business in the United
States, shareholders who acquired their stock through the exercise of employee
stock options or otherwise as compensation and shareholders who hold their stock
as ordinary assets and not as capital assets.


                                       41
<PAGE>

         Distributions on Shares of the Company

         U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to shares of the Company are required to include in
gross income for United States Federal income tax purposes the gross amount of
such distributions to the extent that the Company has current or accumulated
earnings and profits as defined under U.S. Federal tax law, without reduction
for any Canadian income tax withheld from such distributions. Such Canadian tax
withheld may be credited, subject to certain limitations, against the U.S.
Holder's United States Federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder's United States Federal taxable income by
those who itemize deductions. (See more detailed discussion at "Foreign Tax
Credit" below). To the extent that distributions exceed current or accumulated
earnings and profits of the Company, they will be treated first as a return of
capital up to the U.S. Holder's adjusted basis in the shares and thereafter as
gain from the sale or exchange of the shares. Preferential tax rates for net
capital gains are applicable to a U.S. Holder that is an individual, estate or
trust. There are currently no preferential tax rates for long term capital gains
for a U.S. Holder that is a corporation.

         Dividends paid on the shares of the Company will not generally be
eligible for the dividends received deduction provided to corporations receiving
dividends from certain United States corporations. A U.S. Holder that is a
corporation may, under certain circumstances, be entitled to a 70% deduction of
the United States source portion of dividends received from the Company (unless
the Company qualifies as a "foreign personal holding company" or a "passive
foreign investment company", as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations that
are beyond the scope of this discussion.

         In the case of foreign currency received as a dividend that is not
converted by the recipient into U.S. dollars on the date of receipt, a U.S.
Holder will have a tax basis in the foreign currency equal to its U.S. dollar
value on the date of receipt. Generally, any gain or loss recognized upon a
subsequent sale or other disposition of the foreign currency, including the
exchange for U.S. dollars, will be ordinary income or loss. However, for tax
years after 1997, an individual whose realized foreign exchange gain does not
exceed U.S. $200 will not recognize that gain, to the extent that there are not
expenses associated with the transaction that meet the requirement for
deductibility as a trade or business expense (other than travel expenses in
connection with a business trip or as an expense for the production of income).

         Foreign Tax Credit

         A U.S. Holder who pays (or has withheld from distributions) Canadian
income tax with respect to the ownership of shares of the Company may be
entitled, at the option of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States Federal


                                       42
<PAGE>

income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayer's income subject to tax. This election is made on a year-by-year basis
and applies to all foreign taxes paid by (or withheld from) the U.S. Holder
during that year. There are significant and complex limitations that apply to
the credit, among which is the general limitation that the credit cannot exceed
the proportionate share of the U.S. Holder's United States Federal income tax
liability that the U.S. Holder's foreign source income bears to his or its
worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
There are further limitations on the foreign tax credit for certain types of
income such as "passive income", "high withholding tax interest", "financial
services income", "shipping income", and certain other classifications of
income. The availability of the foreign tax credit and the application of the
limitations on the credit are fact specific and holders and prospective holders
of shares of the Company should consult their own tax advisors regarding their
individual circumstances. In the case of certain U.S. Holders that are
corporations (other than corporations subject to Subchapter S of the Code),
owning 10% or more of the Common Shares, a portion of qualifying Canadian income
tax paid by the Company will also be available as a foreign tax credit, subject
to certain conditions and limitations, for U.S. federal income tax purposes, at
the election of the U.S. Holder.

         Disposition of Shares of the Company

         A U.S. Holder will recognize a gain or loss upon the sale of shares of
the Company equal to the difference, if any, between (i) the amount of cash plus
the fair market value of any property received, and (ii) the shareholder's tax
basis in the shares of the Company. This gain or loss will be a capital gain or
loss if the shares are a capital asset in the hands of the U.S. Holder, and will
be a short-term or long-term capital gain or loss depending upon the holding
period of the U.S. Holder. Gains and losses are netted and combined according to
special rules in arriving at the overall capital gain or loss for a particular
tax year. Deductions for net capital losses are subject to significant
limitations. Corporate capital losses (other than losses of corporations
electing under Subchapter S or the Code) are deductible to the extent of capital
gains. Non-corporate taxpayers may deduct net capital losses, whether short-term
or long-term, up to U.S. $3,000 a year (U.S. $1,500 in the case of a married
individual filing separately). For U.S. Holders which are individuals, any
unused portion of such net capital loss may be carried over to be used in later
tax years until such net capital loss is thereby exhausted. For U.S. Holders
that are corporations (other than corporations subject to Subchapter S of the
Code), an unused net capital loss may be carried back three years from the loss
year and carried forward five years from the loss year to be offset against
capital gains until such net capital loss is thereby exhausted.


                                       43
<PAGE>

         Other Considerations

         In the following circumstances, the above sections of this discussion
may not describe the United States Federal income tax consequences resulting
from the holding and disposition of shares of the Company:

         Foreign Personal Holding Company

         If at any time during a taxable year more than 50% of the total
combined voting power or the total value of the Company's outstanding shares is
owned, directly or indirectly, by five or fewer individuals who are citizens or
residents of the United States and 60% (50% in subsequent years) or more of the
Company's gross income for such year was derived directly or indirectly from
certain passive sources, the Company would be treated as a "foreign personal
holding company". In that event, U.S. Holders that hold shares of the Company
(on the earlier of the last day of the Company's tax year or the last date in
which the Company was a foreign personal holding company) would be required to
include in gross income for such year their allocable portions of such passive
income to the extent the Company does not actually distribute such income.

         Foreign Investment Company

         If 50% or more of the combined voting power or total value of the
Company's outstanding shares are held, directly or indirectly, by citizens or
residents of the United States, United States domestic partnerships or
corporations, or estates or trusts other than foreign estates or trusts (as
defined by the Code Section 7701 (a)(31)), and the Company is found to be
engaged primarily in the business of investing, reinvesting, or trading in
securities, commodities, or any interest therein, it is possible that the
Company might be treated as a "foreign investment company" as defined in Section
1246 of the Code, causing all or part of any gain realized by a U.S. Holder
selling or exchanging shares of the Company to be treated as ordinary income
rather than capital gain.


                                       44
<PAGE>

         Passive Foreign Investment Company

         As a foreign corporation with U.S. Holders, the Company could
potentially be treated as a passive foreign investment company ("PFIC"), as
defined in Section 1297 of the Code, if 75% or more of its gross income in a
taxable year is passive income, or the average percentage of the Company's
assets (by value) during the taxable year which produce passive income or which
are held for production of same is at least 50%. Passive income is generally
defined to include gross income in the nature of dividends, interest, royalties,
rents and annuities; excess of gains over losses from certain transactions in
any commodities not arising inter alia from a PFIC whose business is actively
involved in such commodities; certain foreign currency gains; and other similar
types of income.

         U.S. Holders owning shares of a PFIC are subject to a special tax and
to an interest charge based on the value of deferral of U.S. tax attributable to
undistributed earnings of a PFIC for the period during which the shares of the
PFIC are owned. This special tax would apply to any gain realized on the
disposition of shares of a PFIC. In addition, the gain is subject to U.S.
federal income tax as ordinary income, taxed at top marginal rates, rather than
as capital gain income. The special tax would also be payable on receipt of
excess distributions (any distributions received in the current year that are in
excess of 125% of the average distributions received during the 3 preceding
years or, if shorter, the shareholder's holding period). However, if the U.S.
Holder makes a timely election to treat a PFIC as a qualified electing fund
("QEF") with respect to such shareholder's interest therein, the above-described
rules generally will not apply. Instead, the electing U.S. Holder would include
annually in his gross income his pro rata share of the PFIC's ordinary earnings
and any net capital gain regardless of whether such income or gain was actually
distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of
United States Federal income tax on such income inclusions. Special rules apply
to U.S. Holders who own their interests in a PFIC through intermediate entities
or persons.

         U.S. Holders who hold, actually or constructively, marketable stock of
a foreign corporation that qualifies as a PFIC may elect to mark such stock to
the market (a "mark-to-market election"). If such an election is made, such U.S.
Holder will not be subject to the special taxation rules of PFIC described above
for the taxable years for which the mark-to-market election is made. A U.S.
Holder who makes such an election will include in income for the taxable year an
amount equal to the excess, if any, of the fair market value of the shares of
the Company as of the close of such tax year over such U.S. Holder's adjusted
basis in such shares. In addition, the U.S. Holder is allowed a deduction for
the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis
in the shares over the fair market value of such shares as of the close of the
tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the
shares in the Company included by such U.S. Holder for prior tax years,
including any amount which would have been included for any prior year but for
Section 1291 interest on tax deferral rules discussed above with respect to a
U.S. Holder, who has not made a timely QEF election during the year in which he
holds (or is deemed to have held) shares in the Company and the Company


                                       45
<PAGE>

is a PFIC ("Non-Electing U.S. Holder"), over (B) the mark-to-market losses for
shares that were allowed as deductions for prior tax years. A U.S. Holder's
adjusted tax basis in the shares of the Company will be increased or decreased
to reflect the amount included or deducted as a result of mark-to-market
election. A mark-to-market election will apply to the tax year for which the
election is made and to all later tax years, unless the PFIC stock ceases to be
marketable or the IRS consents to the revocation of the election.

         The IRS has issued proposed regulations that, subject to certain
exceptions, would treat as taxable certain transfers of PFIC stock by a
Non-Electing U.S. Holder that are generally not otherwise taxed, such as gifts,
exchanges pursuant to corporate reorganizations, and transfers at death.
Generally, in such cases, the basis of the Company's shares in the hands of the
transferee and the basis of any property received in the exchange for those
shares would be increased by the amount of gain recognized. A U.S. Holder who
has made a timely QEF election (as discussed above) will not be taxed on certain
transfers of PFIC stock, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. The transferee's basis in this case
will depend on the manner of the transfer. The specific tax effect to the U.S.
Holder and the transferee may vary based on the manner in which the shares of
the Company are transferred. Each U.S. Holder should consult a tax advisor with
respect to how the PFIC rules affect their tax situation.

         The PFIC and QEF election rules are complex. U.S. Holders should
consult a tax advisor regarding the availability and procedure for making the
QEF election as well as the applicable method for recognizing gains or earnings
and profits under the foregoing rules.

         Controlled Foreign Corporation

         If more than 50% of the voting power of all classes of stock or the
total value of the stock of the Company is owned, directly or indirectly, by
citizens or residents of the United States, United States domestic partnerships
and corporations or estates or trusts other than foreign estates or trusts, each
of whom own 10% or more of the total combined voting power of all classes of
stock of the Company ("United States shareholder"), the Company could be treated
as a "controlled foreign corporation" under Subpart F of the Code. This
classification would effect many complex results including the required
inclusion by such United States shareholders in income of their pro rata share
of "Subpart F income" (as specially defined by the Code) of the Company. In
addition, under Section 1248 of the Code, a gain from the sale or exchange of
shares by a U.S. Holder who is or was a United States shareholder at any time
during the five year period ending with the sale or exchange is treated as
ordinary dividend income to the extent of earnings and profits of the Company
attributable to the stock sold or exchanged. Because of the complexity of
Subpart F, and because it is not clear that Subpart F would apply to the U.S.
Holders of shares of the Company, a more detailed review of these rules is
outside of the scope of this discussion.


                                       46
<PAGE>

         If the Company is both a PFIC and controlled foreign corporation. the
company will generally not be treated as a PFIC with respect to United States
shareholders of the controlled foreign corporation. This rule generally will be
effective for taxable years of the Company ending with or within such taxable
years of United States shareholders.

F.       DIVIDENDS AND PAYING AGENTS

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

G.       STATEMENT BY EXPERTS

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
section.

H.       DOCUMENTS ON DISPLAY

         Copies of the Company's exhibits and documents are available for
inspection at the Company's registered office located at 700 - 625 Howe Street,
Vancouver, British Columbia, Canada.

I.       SUBSIDIARY INFORMATION

         The information referred to in this section is not required for reports
filed in the United States.


ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is a "Small Business Issuer" as such term is defined in
Rule 12b-2 under the Exchange Act and, as such, there is no requirement to
provide any information under this Item.


ITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

         This Form 20-F is being filed as an Annual Report under the Exchange
Act and, as such, there is no requirement to provide any information under this
Item.


                                       47
<PAGE>

PART II


ITEM 13  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         There has not been a material default in the payment of principal,
interest, a sinking or purchase fund installment, or any other material default
not cured within thirty days, relating to indebtedness of the Company or any of
its subsidiaries. There are no payments of dividends by the Company in arrears,
nor has there been any other material delinquency relating to any class of
preference shares of the Company.


ITEM 14  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS

         Neither the Company nor any other person has (i) modified materially
any instrument defining the rights of holders of any class of registered
securities, (ii) modified materially or qualified the rights evidenced by any
class of registered securities by issuing or modifying any other class of
securities, or (iii) withdrawn or substituted a material amount of the assets
securing any class of registered securities. There has been no change in the
trustees or paying agents for any of the Company's securities during the
previous fiscal year.


ITEM 15  [RESERVED]


ITEM 16  [RESERVED]



ITEM 17  FINANCIAL STATEMENTS

     The following financial statements are attached and incorporated herein:

     Description of Document                                                Page
     -----------------------                                                ----

     Auditors' Report dated November 4, 2002                                 F-1

     Consolidated Balance Sheets as at June 30, 2002 and 2001                F-2

     Consolidated Statements of Operations and Deficit for the Fiscal        F-3
     Years Ended June 30, 2002 and 2001


                                       48
<PAGE>


     Description of Document                                                Page
     -----------------------                                                ----

     Consolidated Statements of Cash Flows for the Fiscal Years Ended        F-4
     June 30, 2002 and 2001

     Notes to Consolidated Financial Statements for the Fiscal Years         F-5
     Ended June 30, 2002 and 2001

     Auditors' Report dated September 22, 2000                              F-21

     Consolidated Balance Sheets for BidCrawler.com Online Inc. as at       F-22
     June 30, 2000 and 1999

     Consolidated Statements of Operations and Deficit for                  F-23
     BidCrawler.com Online Inc. for the Fiscal Years Ended June 30,
     2000, 1999, and 1998

     Consolidated Statements of Cash Flows for BidCrawler.com Online        F-24
     Inc. for the Fiscal Years Ended June 30, 2000, 1999, and 1998

     Notes to Consolidated Financial Statements for BidCrawler.com          F-25
     Online Inc. for the Fiscal Years Ended June 30, 2000, 1999, and
     1998


                                       49
<PAGE>
                             TRADERADIUS ONLINE INC.
                      (FORMERLY BIDCRAWLER.COM ONLINE INC.)


                        CONSOLIDATED FINANCIAL STATEMENTS
                         (EXPRESSED IN CANADIAN DOLLARS)


                                  JUNE 30, 2002



<PAGE>


                         [DAVIDSON & COMPANY LETTERHEAD]
================================================================================

                                AUDITORS' REPORT


To the Shareholders of
TradeRadius Online Inc.
(formerly Bidcrawler.Com Online Inc.)

We have audited the consolidated balance sheets of TradeRadius Online Inc.
(formerly Bidcrawler.Com Online Inc.) as at June 30, 2002 and 2001 and the
consolidated statements of operations, shareholders' equity (deficiency) and
cash flows for the years ended June 30, 2002, 2001 and 2000. These financial
statements, expressed in Canadian dollars, are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at June 30, 2002 and
2001 and the results of its operations and its cash flows for the years ended
June 30, 2002, 2001 and 2000 in accordance with Canadian generally accepted
accounting principles. As required by the Company Act of British Columbia, we
report that, in our opinion, these principles have been applied on a consistent
basis.

                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

November 4, 2002


                COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA -
                            U.S. REPORTING DIFFERENCE


In the United States, reporting standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial doubt on
the company's ability to continue as a going concern, such as those described in
Note 1 to the financial statements. Our report to the shareholders dated
November 4, 2002 is expressed in accordance with Canadian reporting standards
which do not permit a reference to such events and conditions in the auditor's
report when these are adequately disclosed in the financial statements.


                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

November 4, 2002



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
AS AT JUNE 30
================================================================================
<Table>
<Caption>
                                                                        2002                2001
                                                                    ---------------    ---------------
<S>                                                                 <C>                <C>
ASSETS

CURRENT
    Cash                                                            $         6,226    $         4,956
    Receivables                                                               2,953             14,727
    Prepaid expenses                                                             --              3,283
                                                                    ---------------    ---------------

                                                                              9,179             22,966
INVESTMENT (Note 4)                                                               1                 --
CAPITAL ASSETS (Note 5)                                                       4,481             26,234
                                                                    ---------------    ---------------

                                                                    $        13,661    $        49,200
                                                                    ===============    ===============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT
    Accounts payable and accrued liabilities                        $       212,495    $       766,110
    Due to related parties (Note 6)                                         148,934             62,407
    Loan payable (Note 7)                                                    78,703                 --
                                                                    ---------------    ---------------

                                                                            440,132            828,517

SHAREHOLDERS' DEFICIENCY
    Capital stock (Note 8)
       Authorized
           100,000,000 common shares without par value
       Issued and outstanding
            12,050,138 shares (2001 - 8,035,138 shares)                   5,481,007          5,079,507
    Deficit                                                              (5,907,478)        (5,858,824)
                                                                    ---------------    ---------------

                                                                           (426,471)          (779,317)
                                                                    ---------------    ---------------

                                                                    $        13,661    $        49,200
                                                                    ===============    ===============
</Table>


NATURE AND CONTINUANCE OF OPERATIONS (Note 1)
SUBSEQUENT EVENTS (Note 15)
 ON BEHALF OF THE BOARD:



/s/ Marion McGrath            Director  /s/ Peter Dunfield             Director
-----------------------------           ------------------------------



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


<PAGE>


TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
YEAR ENDED JUNE 30
================================================================================
<Table>
<Caption>
                                                                     2002               2001              2000
                                                               ---------------    ---------------    ---------------
<S>                                                            <C>                <C>                <C>
EXPENSES
    Accounting and legal                                       $        84,542    $       102,236    $       199,775
    Advertising and promotion                                               --            202,566                 --
    Amortization                                                        14,095             69,423             41,573
    Consulting fees, salaries and benefits                              94,162            984,252            547,017
    Foreign exchange loss                                                2,607              4,524              4,506
    Management fees                                                     75,917             25,882             96,525
    Office and miscellaneous                                           100,810            132,312             77,335
    Rent                                                                27,285            254,702             78,424
    Shareholder communications                                           1,731             47,463            144,306
    Transfer agent and regulatory                                       29,627             19,284             36,035
    Travel and related                                                   2,507             33,020             16,254
    Web-site development                                                    --            245,065            120,289
    Web-site acquisition costs                                              --                 --            351,998
    Loss on disposal of capital assets                                      --             11,076                 --
    Write-down of investment (Note 4)                                  127,399                 --                 --
    Write-off of accounts payable                                     (529,877)                --                 --
    Write-off of prepaid expenses                                           --            365,704                 --
    Write-down of capital assets (Note 5)                                7,658            136,454                 --
                                                               ---------------    ---------------    ---------------


LOSS FROM OPERATIONS                                                   (38,463)        (2,633,963)        (1,714,037)
                                                               ---------------    ---------------    ---------------


OTHER ITEMS
    Interest income                                                         55              3,561             11,931
    Interest and loan bonus                                            (10,246)              (990)           (50,237)
                                                               ---------------    ---------------    ---------------

                                                                       (10,191)             2,571            (38,306)
                                                               ---------------    ---------------    ---------------


LOSS FOR THE YEAR                                              $       (48,654)   $    (2,631,392)   $    (1,752,343)
                                                               ===============    ===============    ===============


BASIC AND DILUTED LOSS PER COMMON SHARE                        $         (0.01)   $         (0.35)   $         (0.36)
                                                               ===============    ===============    ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                10,517,275          7,456,833          4,873,106
                                                               ===============    ===============    ===============
</Table>



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



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
YEAR ENDED JUNE 30
================================================================================
<Table>
<Caption>
                                                                               2002              2001                2000
                                                                         ---------------    ---------------    ---------------
<S>                                                                      <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year                                                    $       (48,654)   $    (2,631,392)   $    (1,752,343)
    Items not involving cash:
       Amortization                                                               14,095             69,423             41,573
       Loan bonus                                                                     --                 --              5,625
       Web-site acquisition costs                                                     --                 --            351,998
       Loss on disposal of capital assets                                             --             11,076                 --
       Write-off of prepaid expenses                                                  --            365,704                 --
       Write-down of investment                                                  127,399                 --                 --
       Write-off of accounts payable                                            (529,877)                --                 --
       Write-down of capital assets                                                7,658            136,454                 --

    Changes in non-cash working capital items:
       (Increase) decrease in prepaid expenses                                     3,283              2,035           (371,022)
       (Increase) decrease in receivables                                         11,774            184,199           (183,672)
       Increase (decrease) in accounts payable and accrued liabilities           (23,738)           606,212           (290,221)
                                                                         ---------------    ---------------    ---------------

    Cash used in operating activities                                           (438,060)        (1,256,289)        (2,198,062)
                                                                         ---------------    ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of subsidiary (net of cash acquired)                                  --                 --           (444,895)
    Investment                                                                  (127,400)                --                 --
    Purchase of capital assets                                                        --            (13,319)          (215,160)
    Proceeds from disposal of capital assets                                          --             29,992                 --
                                                                         ---------------    ---------------    ---------------

    Cash provided by (used in) investing activities                             (127,400)            16,673           (660,055)
                                                                         ---------------    ---------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Advances (repayment) from related parties                                     86,527             62,407            (32,315)
    Issuance of capital stock                                                    401,500            674,250          3,338,695
    Proceeds of loan payable                                                      78,703                 --                 --
                                                                         ---------------    ---------------    ---------------

    Cash provided by financing activities                                        566,730            736,657          3,306,380
                                                                         ---------------    ---------------    ---------------

CHANGE IN CASH DURING THE YEAR                                                     1,270           (502,959)           448,263

CASH, BEGINNING OF YEAR                                                            4,956            507,915             59,652
                                                                         ---------------    ---------------    ---------------

CASH, END OF YEAR                                                        $         6,226    $         4,956    $       507,915
                                                                         ===============    ===============    ===============
</Table>


SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (Note 13)



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



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)
(Expressed in Canadian Dollars)
================================================================================
<Table>
<Caption>
                                                     Common Stock
                                           ---------------------------------
                                                Shares           Amount             Deficit             Total
                                           ---------------   ---------------    ---------------    ---------------
<S>                                        <C>               <C>                <C>                <C>
BALANCE AT JUNE 30, 1999                         3,423,459   $     1,060,937    $    (1,475,089)   $      (414,152)

    Private placement                            1,138,125         2,657,750                 --          2,657,750
    Agent's fee                                     25,000            30,000                 --             30,000
    Exercise of warrants                           399,348           329,817                 --            329,817
    Exercise of options                            325,000           539,000                 --            539,000
    Escrow shares                                  164,062             6,563                 --              6,563
    Share issuance costs                                --          (224,435)                --           (224,435)
    Loan bonus                                       4,688             5,625                 --              5,625
    Acquisition of Bidcrawler                    1,500,000                --                 --                 --
    Loss for the year                                   --                --         (1,752,343)        (1,752,343)
                                           ---------------   ---------------    ---------------    ---------------

BALANCE AT JUNE 30, 2000                         6,979,682         4,405,257         (3,227,432)         1,177,825

    Exercise of options                             75,000           105,000                 --            105,000
    Private placement                              980,456           569,250                 --            569,250
    Loss for the year                                   --                --         (2,631,392)        (2,631,392)
                                           ---------------   ---------------    ---------------    ---------------

BALANCE AT JUNE 30, 2001                         8,035,138         5,079,507         (5,858,824)          (779,317)

    Private placements                           4,000,000           400,000                 --            400,000
    Exercise of options                             15,000             1,500                 --              1,500
    Loss for the year                                   --                --            (48,654)           (48,654)
                                           ---------------   ---------------    ---------------    ---------------

BALANCE AT JUNE 30, 2002                        12,050,138   $     5,481,007    $    (5,907,478)   $      (426,471)
                                           ===============   ===============    ===============    ===============
</Table>



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



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

1.       NATURE AND CONTINUANCE OF OPERATIONS

         TradeRadius Online Inc. (formerly Bidcrawler.Com Online Inc.) (the
         "Company") is a Canadian company incorporated under the laws of the
         Province of British Columbia. The Company was previously engaged in the
         business of exploring and developing mineral properties. During fiscal
         2000, the Company acquired an internet on-line services company (Note
         3) and continued to develop the web-site and services. Currently, the
         Company is not actively pursuing development of its web site and
         services and is in the process of reorganizing and re-valuating its
         business operations and future opportunities. Subsequent to the year
         end, the Company was declared inactive by the TSX Venture Exchange
         ("TSX") pending the resolution of certain listing requirements.

         During the current year, the Company consolidated its outstanding
         common shares on the basis of four existing shares to one new share and
         changed its name from Bidcrawler.Com Online Inc. to TradeRadius Online
         Inc. The number of shares in the Statement of Shareholders Equity
         (Deficiency) has been restated to give retroactive recognition of the
         consolidation for all years presented. In addition, all references to
         number of shares and per share amounts have been restated to reflect
         the consolidation.

         These financial statements have been prepared in accordance with
         Canadian generally accepted accounting principles with the assumption
         that the Company will be able to realize its assets and discharge its
         liabilities in the normal course of business rather than through a
         process of forced liquidation. Continued operations of the Company are
         dependent on the Company's ability to complete public equity financing
         or generate profitable operations in the future. Management is actively
         pursuing additional equity financing sources to finance future
         operations.

<Table>
<Caption>
                                                          2002                2001
                                                     ---------------    ---------------
<S>                                                  <C>                <C>
         Deficit                                     $    (5,907,478)   $    (5,858,824)
         Working capital (deficiency)                       (430,953)          (805,551)
</Table>


2.       SIGNIFICANT ACCOUNTING POLICIES

         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

         These financial statements have been prepared in accordance with
         Canadian generally accepted accounting principles, which are not
         materially different from United States generally accepted accounting
         principles. Information with respect to differences between generally
         accepted accounting principles in Canada and the United States is
         provided in Note 14.

         USE OF ESTIMATES

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



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

2.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         PRINCIPLES OF  CONSOLIDATION

         These consolidated financial statements include the accounts of the
         Company and its wholly-owned subsidiary, Bidcrawler Online Inc.
         ("Bidcrawler"), a company incorporated in British Columbia, Canada. All
         significant inter-company balances and transactions have been
         eliminated.

         INVESTMENTS

         Long-term investments are carried at cost. If it is determined that the
         value of the investment is permanently impaired, it is written-down to
         its estimated net realizable value.

         CAPITAL ASSETS

         Capital assets are recorded at cost and are being amortized, using the
         declining balance method, at rates of 20% to 100% per annum.

         WEB-SITE ACQUISITION AND DEVELOPMENT COSTS

         During the year ended June 30, 2000, pursuant to a business combination
         (Note 3), the Company acquired a web-site that is a navigation hub for
         Internet auction participants. However, the web-site is new and
         estimating future discounted net cash flows is, at this stage, subject
         to a high level of uncertainty. Therefore, the cost of acquiring the
         web-site was written-off to operations in 2000. Ongoing web-site
         development costs were being expensed as incurred.

         FOREIGN CURRENCY TRANSLATION

         Monetary assets and liabilities are translated at the rate of exchange
         in effect at the year end. Revenues and expenses are translated at the
         average exchange rate for the year. Exchange gains or losses are
         included in the determination of net loss for the year in which they
         arise.

         STOCK-BASED COMPENSATION

         The Company grants stock options in accordance with the policies of the
         TSX as described in Note 8. No compensation expense is recognized when
         stock options are granted. Any consideration paid on exercise of stock
         options is credited to capital stock.

         LOSS PER SHARE

         The Company uses the treasury stock method to compute the dilutive
         effect of options, warrants and similar instruments. Under this method
         the dilutive effect on earnings per share is recognized on the use of
         the proceeds that could be obtained upon exercise of options, warrants
         and similar instruments. It assumes that the proceeds would be used to
         purchase common shares at the average market price during the period.
         For the years presented, this calculation proved to be anti-dilutive.



<PAGE>


TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

2.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         LOSS PER SHARE (cont'd...)

         Basic earnings (loss) per share is calculated using the
         weighted-average number of shares outstanding during the year.

         INCOME TAXES

         Future income taxes are recorded using the asset and liability method.
         Under the asset and liability method, future tax assets and liabilities
         are recognized for the future tax consequences attributable to
         differences between the financial statement carrying amounts of
         existing assets and liabilities and their respective tax bases. Future
         tax assets and liabilities are measured using enacted or substantively
         enacted tax rates expected to apply when the asset is realized or the
         liability settled. The effect on future tax assets and liabilities of a
         change in tax rates is recognized in income in the period that
         substantive enactment or enactment occurs. To the extent that the
         Company does not consider it to be more likely than not that a future
         tax asset will be recovered, it provides a valuation allowance against
         the excess.

         COMPARATIVE FIGURES

         Certain comparative figures have been reclassified to conform with the
         current year's presentation.


3.       BUSINESS COMBINATION

         BIDCRAWLER ONLINE INC.

         Effective February 25, 2000, the Company acquired all of the issued and
         outstanding capital stock of Bidcrawler, an internet on-line services
         company that has developed a navigation hub for Internet auction
         participants.

         As consideration, the Company issued to the shareholders of Bidcrawler
         1,500,000 escrowed performance shares to be released in accordance with
         the escrow agreement described in Note 8. Pursuant to the acquisition,
         the Company incurred costs totalling $230,597 and advanced $221,887
         (US$150,000) to Bidcrawler as a non-refundable fee for the granting of
         an option to enter into a non-exclusive license for the marketing,
         distribution and sale of the Bidcrawler product in North America.
         Bidcrawler agreed to use the fee for the continuing development of the
         technology for the Bidcrawler product. In addition, the Company granted
         to certain directors and officers of Bidcrawler, options to acquire up
         to 625,000 common shares of the Company at $1.60 per share.

         The acquisition was accounted for by the purchase method and,
         accordingly, for financial statements purposes, the net assets of
         Bidcrawler were included in the balance sheet at fair value at the date
         of acquisition.

         The 1,500,000 common shares issued pursuant to the acquisition
         agreement were agreed to have a value of $1,800,000. However, the
         shares are being held in escrow and release from escrow is contingent
         on future cash flows earned by the Company. For accounting purposes,
         the shares have been valued at $Nil until the contingency is resolved.
         When shares are released from escrow, the Company will record their
         current fair value as additional development costs on the statement of
         operations.



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================


3.       BUSINESS COMBINATION (cont'd...)

         The total purchase price of $452,484 was allocated as follows:

<Table>
<S>                                                                                            <C>
           Current assets                                                                      $      22,843
           Capital assets                                                                             86,273
           Web-site                                                                                  351,998
           Current liabilities                                                                        (8,630)
                                                                                               -------------
                                                                                               $     452,484
                                                                                               =============
</Table>

         The web-site was new and estimating future discounted net cash flows
         was subject to a high level of uncertainty. Therefore, the web-site
         acquisition costs were written-off to operations during the year ended
         June 30, 2000.


4.       INVESTMENT

         During fiscal 2002, the Company entered into negotiations to acquire
         all the issued and outstanding shares of LEDdynamics, Inc. ("LED"), a
         private company headquartered in Vermont, USA. In connection with the
         proposed acquisition, the Company advanced $127,400 to LED for working
         capital purposes. The proposed acquisition was subsequently terminated
         and LED elected, under the terms of the agreement, to convert the
         advances to 59.603 common shares of LED representing a 5.625% equity
         interest. The shares were subsequently written-down to $1.


5.       CAPITAL ASSETS

<Table>
<Caption>
                                                      Accumulated                       Net Book
                                         Cost         Amortization     Write-down         Value
                                      -------------   -------------   -------------   -------------
<S>                                   <C>             <C>             <C>             <C>
2002
  Computer equipment                  $      15,101   $       6,140   $       4,480   $       4,481
  Office furniture and equipment              4,473           1,295           3,178              --
                                      -------------   -------------   -------------   -------------

                                      $      19,574   $       7,435   $       7,658   $       4,481
                                      =============   =============   =============   =============

2001
  Computer equipment                  $     173,205   $      67,655   $      90,449   $      15,101
  Computer software                          13,319           6,660              --           6,659
  Office furniture and equipment             70,689          20,210          46,005           4,474
                                      -------------   -------------   -------------   -------------

                                      $     257,213   $      94,525   $     136,454   $      26,234
                                      =============   =============   =============   =============
</Table>



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

5.       CAPITAL ASSETS (cont'd...)

         The Company determined that the carrying amount of computer equipment
         and office furniture and equipment exceeded their net recoverable
         amount. These capital assets were written-down by $7,658 (2001 -
         $136,454; 2000 - $Nil) accordingly.


6.       DUE TO RELATED PARTIES

         Amounts due to related parties are non-interest bearing, unsecured and
         have no stated terms of repayment.

         The fair value of the amounts due to related parties is not
         determinable as they have no repayment terms.


7.       LOAN PAYABLE

         Loan payable of $78,703 is unsecured and bears interest at 24% per
         annum. Subsequent to the year end, the loan was settled for a final
         payment of USD$50,000.


8.       CAPITAL STOCK

         ESCROW SHARES

         Included in issued capital stock are 1,664,062 common shares held in
         escrow. The escrow shares were issued pursuant to an escrow agreement
         containing restrictions, applicable to such shares, substantially as
         summarized below:

         a)  Escrow shares may be voted by the holder but cannot be traded prior
             to being released from escrow. This may not occur without prior
             regulatory approval.

         b)  Escrow shares are earned out of escrow on the basis of one share
             for every $0.44 of cumulative cash flow earned by the Company. For
             the purposes of the Escrow Agreement, "cumulative cash flow" means
             net income or loss before tax, adjusted to add back the following
             expenses: amortization, amortization of goodwill and deferred
             research, marketing and development costs (excluding general and
             administrative costs), expensed research, and any other amount
             permitted or required by the TSX.

         STOCK OPTION PLAN

         The Company has a stock option plan whereby, from time to time at the
         discretion of the Board of Directors, stock options are granted to
         directors, officer, employees and certain consultants. The maximum
         number of shares reserved for issue under the plan is equal to
         1,607,000. Options issued under the plan expire not more than five
         years after the grant date and vest at a rate of 25% on regulatory
         approval and 25% every six months thereafter.


<PAGE>


TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

8.       CAPITAL STOCK (cont'd...)

         OPTIONS AND WARRANTS

         The following options and warrants to acquire common shares of the
         Company are outstanding at June 30, 2002:

<Table>
<Caption>
                                    Number                  Exercise
                                 of Shares                     Price                  Expiry Date
----------------------   -------------------------   -------------------------   -------------------------
<S>                      <C>                         <C>                         <C>
OPTIONS                                  1,495,000   $                    0.10             October 2, 2006

WARRANTS                                   708,331                        0.68            January 10, 2003
                                           250,000                        0.48               April 4, 2003
                                         4,000,000                        0.10           November 16, 2003
======================   =========================   =========================   =========================
</Table>


         Stock option transactions and the number of options outstanding are
         summarized as follows:

<Table>
<Caption>
                                                                      Weighted
                                                                      Average
                                                     Number           Exercise
                                                   of Options           Price
                                                ---------------    ---------------
<S>                                             <C>                <C>
Outstanding, June 30, 2000                            1,103,000    $          1.88
    Granted                                              36,250               1.68
    Exercised                                           (75,000)              1.40
    Expired/cancelled                                  (433,625)              0.68
                                                ---------------

Outstanding, June 30, 2001                              630,625               1.61

    Granted                                           1,600,000               0.10
    Exercised                                           (15,000)              0.10
    Expired/cancelled                                  (720,625)              1.42
                                                ---------------

Outstanding, June 30, 2002                            1,495,000    $          0.10
                                                ===============    ===============

Number of options currently exercisable               1,495,000    $          0.10
                                                ===============    ===============
</Table>

         The weighted average contractual life of options outstanding as of June
         30, 2002 is 4.26 years (2001 - 3.4 years) and the weighted average fair
         value of options granted during 2002 is $0.10 (2001 - $1.08).



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

9.       INCOME TAXES

         Income tax expense (recovery) varies from the amount that would be
         computed by applying the combined federal and provincial income tax
         rate of 39.2% (2001 - 44.6%; 2000 - 45.6%) to income before taxes as
         follows:


<Table>
<Caption>
                                                               2002               2001               2000
                                                          ---------------    ---------------    ---------------
<S>                                                       <C>                <C>                <C>
Loss from operations before income taxes                  $       (48,654)   $    (2,631,392)   $    (1,752,343)
                                                          ===============    ===============    ===============

Current income tax recovery at statutory rate             $       (19,072)   $    (1,173,601)   $      (799,068)
Non-deductible expenses                                            55,466             96,761             18,957
Unrecognized benefits of non-capital losses                            --          1,076,840            619,600
Web-site acquisition costs                                             --                 --            160,511
Benefits of non-capital losses carried forward                    (36,394)                --                 --
                                                          ---------------    ---------------    ---------------

Income tax recovery                                       $            --    $            --    $            --
                                                          ===============    ===============    ===============
</Table>


         The significant components of the Company's future income tax assets
         are as follows:


<Table>
<Caption>
                                                                         2002               2001
                                                                   ---------------    ---------------
<S>                                                                <C>                <C>
Capital assets                                                     $       100,050    $       107,547
Mineral property costs                                                     245,432            279,242
Non-capital losses carried forward                                       1,958,040          1,986,056
                                                                   ---------------    ---------------
                                                                         2,303,522          2,372,845

Valuation allowance                                                     (2,303,522)        (2,372,845)
                                                                   ---------------    ---------------
                                                                   $            --    $            --
                                                                   ===============    ===============
</Table>


         The Company has non-capital losses carried forward of approximately
         $4,900,000 which may be utilized to reduce future years' taxable income
         and expire through 2009 if unutilized. The benefits of these losses
         have been reduced in these financial statements by a valuation
         allowance.



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

10.      RELATED PARTY TRANSACTIONS

         The Company entered into the following transactions with related
         parties:

         a)   Paid or accrued $75,917 (2001 - $20,882; 2000 - $89,500) for
              management fees to directors or companies controlled by directors
              and a former director.

         b)   Paid or accrued $10,000 (2001 - $27,112; 2000 - $36,750) for
              consulting fees to a director.

         c)   Paid or accrued $24,000 (2001 - $12,750; 2000 - $51,282) for
              accounting and office administration fees to companies controlled
              by directors and a former director.

         d)   Paid or accrued $24,000 (2001 - $6,000; 2000 - $33,000) for rent
              to companies controlled by directors and a former director.

         These transactions were in the normal course of operations and are
         measured at the exchange amount, which is the amount of consideration
         established and agreed to by the related parties.

11.      FINANCIAL INSTRUMENTS

         The Company's financial instruments consist of cash, receivables,
         accounts payable and accrued liabilities, loan payable and amounts due
         to related parties. Unless otherwise noted, it is management's opinion
         that the Company is not exposed to significant interest, currency or
         credit risks arising from these financial instruments. The fair value
         of these financial instruments approximate their carrying values unless
         otherwise noted.

12.      SEGMENTED INFORMATION

         The Company conducts substantially all of its operations in North
         America in one industry segment.

13.      SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

<Table>
<Caption>
                                                            2002                2001                2000
                                                     -----------------   -----------------   -----------------
<S>                                                  <C>                 <C>                 <C>
Cash paid during the year for interest               $           3,000   $              --   $          44,612
                                                     =================   =================   =================

Cash paid during the year for income taxes           $              --   $              --   $              --
                                                     =================   =================   =================
</Table>

         There were no significant non-cash transactions for the year ended June
         30, 2002 and 2001.



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

13.      SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS


         Significant non-cash transactions for the year ended June 30, 2000
         included:

         i)   The Company issuing 1,500,000 common shares, with an agreed value
              of $Nil, pursuant to the acquisition of Bidcrawler (Note 3).

         ii)  The Company issuing 25,000 common shares, with an agreed value of
              $30,000, as an agent's fee, pursuant to a private placement.

         iii) The Company issuing 4,687 common shares, with an agreed value of
              $5,625, as a loan bonus.

14.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES

         These financial statements have been prepared in accordance with
         generally accepted accounting principles ("GAAP") in Canada. Except as
         set out below, these financial statements also comply, in all material
         respects, with accounting principles generally accepted in the United
         States and the rules and regulations of the United States Securities
         and Exchange Commission.

         i)   Stock based compensation

              Canadian generally accepted accounting principles do not require
              companies to record compensation costs for employee and
              non-employee stock based compensation plans. Under United States
              generally accepted accounting principles, Financial Accounting
              Standards Board statement No. 123 (Accounting for Stock-Based
              Compensation) requires companies to record compensation costs for
              non-employee stock-based compensation and encourages, but does not
              require, companies to record compensation cost for stock-based
              employee compensation plans based on the fair value of the options
              granted. The Company has elected to continue to account for
              stock-based compensation for employees using the intrinsic value
              method prescribed in Accounting Principles Board Opinion No. 25
              (Accounting for Stock Issued to Employees) and related
              interpretations and to provide additional disclosures with respect
              to the pro-forma effects of adoption had the Company recorded
              compensation expense as provided in SFAS 123.

              In accordance with SFAS 123, the Company under United States GAAP
              recorded additional compensation expense during the current year
              of $5,789 (2001 - $10,900; 2000 - $NIL) based on the fair value of
              options granted to non-employees. In accordance with APB 25, the
              Company recorded additional compensation expenses during the
              current year of $Nil (2001 - $NIL; 2000 - $3,615,500) based on the
              excess of the quoted market price of the stock at the grant date
              of the award or other measurement date over the amount an employee
              must pay to acquire the stock. The cumulative compensation expense
              for stock based compensation in accordance with SFAS 123 and ABP
              25 is $3,632,189 (2001 - $3,626,400; 2000 - $3,615,000).



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

14.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (cont'd...)



         i)  (cont'd...)


              Had compensation costs been recognized for the Company's stock
              option plan based on fair value at grant date and the re-pricing
              of certain remaining options, the pro-forma net loss for fiscal
              2002 would have been increased by $49,000 (2001 - $28,825; 2000 -
              $1,656,006) and pro-forma loss per share increased by $0.006 (2001
              - $0.004; 2000 - $0.393) per share. In calculating these amounts,
              the Company has utilized the Black-Scholes model to estimate the
              fair value of the options granted in the year using the following
              key assumptions:


<Table>
<Caption>

                                           2002              2001               2000
                                      ---------------   ---------------   ---------------
<S>                                   <C>               <C>               <C>
    Risk-free interest rate                      4.55%             5.75%                6%
    Expected life                             5 years           2 years           2 years
    Expected volatility                           163%              161%              133%
    Expected dividends                             --                --                --
                                      ===============   ===============   ===============
</Table>



         ii)  Earnings (loss) per share


              Under both Canadian and United States GAAP, basic loss per share
              is computed by dividing the loss to common shareholders by the
              weighted average number of shares outstanding during the period.


              Under US GAAP, shares that are contingently returnable to treasury
              are excluded from the weighted average number of shares
              outstanding used for the purpose of calculating basic loss per
              share for all periods prior to the period in which the contingency
              is resolved and the shares are released from escrow.


              The weighted average number of common shares outstanding for
              calculating basic loss per share under United States generally
              accepted accounting principles for the periods ended June 30,
              2002, 2001 and 2000 were 8,853,213, 5,792,771 and 4,207,674,
              respectively.



         iii) The impact of the above differences between Canadian and United
              States GAAP on the balance sheet is as follows:



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

14.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (cont'd...)


         iii) (cont'd...)

<Table>
<Caption>
                                            2002                                       2001
                          ----------------------------------------    ----------------------------------------
                                                         Balance                                     Balance
                                                         as per                                      as per
                           Balance as                 United States   Balance as                  United States
                           reported       Adjustments     GAAP         reported      Adjustments       GAAP
                          -----------    -----------   -----------    -----------    -----------   -----------
<S>                       <C>            <C>           <C>            <C>            <C>           <C>
Current assets            $     9,179    $        --   $     9,179    $    22,966    $        --   $    22,966
Investment                          1             --             1             --             --            --
Capital assets                  4,481             --         4,481         26,234             --        26,234
                          -----------    -----------   -----------    -----------    -----------   -----------

                          $    13,661    $        --   $    13,661    $    49,200    $        --   $    49,200
                          ===========    ===========   ===========    ===========    ===========   ===========

Current liabilities       $   440,132    $        --   $   440,132    $   828,517    $        --   $   828,517
Shareholder's
    deficiency               (426,471)            --      (426,471)      (779,317)            --      (779,317)
                          -----------    -----------   -----------    -----------    -----------   -----------

                          $    13,661    $        --   $    13,661    $    49,200    $        --   $    49,200
                          ===========    ===========   ===========    ===========    ===========   ===========
</Table>

         iv)  Statement of operations

              The impact of the above differences between Canadian and United
              States GAAP on loss for the year would be as follows:

<Table>
<Caption>

                                                                          2002              2001                2000
                                                                    ---------------    ---------------    ---------------
<S>                                                                 <C>                <C>                <C>
Loss for the year as reported                                       $       (48,654)   $    (2,631,392)   $    (1,752,343)

Less:  Stock compensation expense                                            (5,789)           (10,900)        (3,615,500)
                                                                    ---------------    ---------------    ---------------

Loss for the year in accordance with United States GAAP             $       (54,443)   $    (2,642,292)   $    (5,367,843)
                                                                    ===============    ===============    ===============

Basic and diluted loss per share for the year in
    accordance with United States GAAP                              $         (0.01)   $         (0.46)   $         (1.28)
                                                                    ===============    ===============    ===============
</Table>



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

14.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (cont'd...)


         v)   Statement of cash flows


              The impact of the above differences between Canadian and United
              States GAAP on the statement of cash flows is as follows:


<Table>
<Caption>
                                                                            2002
                                                     -----------------------------------------------------
                                                                                               Balance
                                                                                               as per
                                                       Balance as                           United States
                                                        reported          Adjustments           GAAP
                                                     ---------------    ---------------    ---------------
<S>                                                  <C>                <C>                <C>
Cash flows from operating activities:
    Loss for the year as reported                    $       (48,654)   $        (5,789)   $       (54,443)
    Items not involving cash                                (380,725)                --           (380,725)
    Add:  Stock based compensation                                --              5,789              5,789
Changes in non-cash working capital items                     (8,681)                --             (8,681)
                                                     ---------------    ---------------    ---------------

Cash used in operating activities                    $      (438,060)   $            --    $      (438,060)
                                                     ===============    ===============    ===============
</Table>



<Table>
<Caption>
                                                                            2001
                                                     -----------------------------------------------------
                                                                                              Balance
                                                                                               as per
                                                        Balance as                          United States
                                                        reported          Adjustments           GAAP
                                                     ---------------    ---------------    ---------------
<S>                                                  <C>                <C>                <C>
Cash flows from operating activities:
    Loss for the year as reported                    $    (2,631,392)   $       (10,900)   $    (2,642,292)
    Items not involving cash                                 582,657                 --            582,657
    Add:  Stock based compensation                                --             10,900             10,900
Changes in non-cash working capital items                    792,446                 --            792,446
                                                     ---------------    ---------------    ---------------

Cash used in operating activities                    $    (1,256,289)   $            --    $    (1,256,289)
                                                     ===============    ===============    ===============
</Table>



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

14.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (cont'd...)

         v)   Statement of cash flows (cont'd...)

<Table>
<Caption>
                                                                             2000
                                                      -----------------------------------------------------
                                                                                                Balance
                                                                                                as per
                                                        Balance as                            United States
                                                        reported           Adjustments            GAAP
                                                      ---------------    ---------------    ---------------
<S>                                                   <C>                <C>                <C>
Cash flows from operating activities:
    Loss for the year as reported                     $    (1,752,343)   $    (3,615,500)   $    (5,367,843)
    Items not involving cash                                  399,196                 --            399,196
    Add:  Stock based compensation                                 --          3,615,500          3,615,500
Changes in non-cash working capital items                    (844,915)                --           (844,915)
                                                      ---------------    ---------------    ---------------

Cash used in operating activities                     $    (2,198,062)   $            --    $    (2,198,062)
                                                      ===============    ===============    ===============
</Table>


         vi)  The impact of the above differences between Canadian and United
              States GAAP on the statement of shareholders' equity (deficiency),
              as reported, is as follows:

<Table>
<Caption>
                                                                        Common
                                                                         Stock            Deficit             Total
                                                                    ---------------   ---------------    ---------------
<S>                                                                 <C>               <C>                <C>
Shareholders' equity as reported June 30, 2000                      $     4,405,257   $    (3,227,432)   $     1,177,825

Stock based compensation                                                  3,615,500        (3,615,500)                --
                                                                    ---------------   ---------------    ---------------

Shareholders' equity in accordance with United States GAAP
  at June 30, 2000                                                  $     8,020,757   $    (6,842,932)   $     1,177,825
                                                                    ===============   ===============    ===============

Shareholders' deficiency as reported June 30 2001                   $     5,079,507   $    (5,858,824)   $      (779,317)

Stock based compensation                                                  3,626,400        (3,626,400)                --
                                                                    ---------------   ---------------    ---------------

Shareholders' deficiency in accordance with United States
  GAAP at June 30, 2001                                             $     8,705,907   $    (9,485,224)   $      (779,317)
                                                                    ===============   ===============    ===============
</Table>



<PAGE>



TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

14.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (cont'd...)

         vi)  (cont'd...)

<Table>
<Caption>
                                                                        Common
                                                                         Stock           Deficit              Total
                                                                    ---------------   ---------------    ---------------
<S>                                                                 <C>               <C>                <C>
Shareholders' deficiency as reported June 30, 2002                  $     5,481,007   $    (5,907,478)   $      (426,471)

Stock based compensation                                                  3,632,189        (3,632,189)                --
                                                                    ---------------   ---------------    ---------------

Shareholders' deficiency in accordance with United States
  GAAP at June 30, 2002                                             $     9,113,196   $    (9,539,667)   $      (426,471)
                                                                    ===============   ===============    ===============
</Table>

         vii) Recent accounting pronouncements

              In July 2001, the Financial Accounting Standards Board ("FASB")
              issued Statements of Financial Accounting Standards ("SFAS") No.
              141, "Business Combinations", and SFAS No. 142, "Goodwill and
              Other Intangible Assets". SFAS No. 141 requires that the purchase
              method of accounting be used for all future business combinations
              and specifies criteria that intangible assets acquired in a
              business combination must meet to be recognized and reported apart
              from goodwill. SFAS No. 142 requires that goodwill and intangible
              assets with indefinite useful lives no longer be amortized, but
              instead tested for impairment at least annually in accordance with
              the provisions of SFAS No. 142. SFAS No. 142 will also require
              that intangible assets with estimable useful lives be amortized
              over their respective estimated useful lives, and reviewed for
              impairment in accordance with SFAS No. 121.

              In July 2001, FASB issued SFAS No. 143 "Accounting for Asset
              Retirement Obligations" that records the fair value of the
              liability for closure and removal costs associated with the legal
              obligations upon retirement or removal of any tangible long-lived
              assets. The initial recognition of the liability will be
              capitalized as part of the asset cost and depreciated over its
              estimated useful life. SFAS 143 is required to be adopted
              effective January 1, 2003.

              In August 2001, FASB issued SFAS No. 144 "Accounting for the
              Impairment or Disposal of Long-Lived Assets" that supersedes SFAS
              No. 121 "Accounting for the Impairment or Disposal of Long-Lived
              Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144
              is required to be adopted for fiscal years beginning after
              December 15, 2001.

              In April 2002, FASB issued No. 145, "Rescission of FASB Statements
              No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
              Technical Corrections". SFAS No. 145 eliminates the requirement
              that gains and losses from the extinguishment of debt be
              aggregated and, if material, classified as an extraordinary item,
              net of the related income tax effect and eliminates an
              inconsistency between the accounting for sale-leaseback
              transactions and certain lease modifications that have economic
              effects that are similar to sale-leaseback transactions.
              Generally, SFAS No. 145 is effective for transactions occurring
              after May 15, 2002.



<PAGE>


TRADERADIUS ONLINE INC.
(formerly Bidcrawler.Com Online Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2002
================================================================================

14.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (cont'd...)

         vii) Recent accounting pronouncements (cont'd...)

              In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
              Associated with Exit or Disposal Activities" that nullifies
              Emerging Issues Task Force Issue No. 94-3 ("EITF Issue 94-3")
              "Liability Recognition for Certain Employee Termination Benefits
              and Other Costs to Exit an Activity (Including Certain Costs
              Incurred in a Restructuring)". SFAS No. 146 requires that a
              liability for a cost associated with an exit or disposal activity
              be recognized when the liability is incurred, whereby EITF Issue
              94-3 had recognized the liability at the commitment date to an
              exit plan. The provisions of this statement are effective for exit
              or disposal activities that are initiated after December 31, 2002
              with earlier application encouraged.

              The adoption of these new pronouncements is not expected to have a
              material effect on the Company's financial position or results of
              operations.


15.      SUBSEQUENT EVENTS

         Subsequent to June 30, 2002:

         a)  The Company issued 52,270 units for proceeds of $15,681. Each unit
             consists of one common share and one share purchase warrant to
             purchase an additional common share at a price of $0.60 per share
             for a period of two years.

         b)  The Company issued 95,566 common shares for proceeds of $9,557
             pursuant to the exercise of stock options.


<PAGE>


ITEM 18  FINANCIAL STATEMENTS

         See Item 17.


ITEM 19  EXHIBITS

         The following exhibits are attached and incorporated herein:

                   Description of Document                                 Pages
                   -----------------------                                 -----

         1.1       Certificate of Incorporation                              *

         1.2       By-Laws                                                   *

         4.1       Share Purchase and Sale Agreement, dated July 29,         *
                   1999, with Amendments, dated October 22 and
                   November 30, 1999, and January 31 and February 18,
                   2000, by and between BidCrawler Online Inc. and the
                   Company

         4.2       Development and License Agreement, dated July 29,         *
                   1999, with Amendments, dated August 23, September
                   10, October 22, and November 30, 1999, by and
                   between BidCrawler Online Inc. and the Company

         4.3       Escrow Agreement , dated February 25, 2000, by and        *
                   among CIBC Mellon Trust Company, Kolyma Goldfields
                   Ltd. (to be renamed BidCrawler.com Online Inc.),
                   Russell Krywolt, Graham Heal, and Daniel Matthews

         8         Subsidiaries of the Company                               *


*    Previously filed.


                                       50
<PAGE>

                                    SIGNATURE


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


                                TradeRadius Online Inc.
                                -----------------------
                                Registrant



                                By:     /s/ Peter Dunfield
                                     -------------------------------------------
                                     Name:  Peter Dunfield
                                     Title: Director (duly authorized signatory)



Date:  February 6, 2003
       ----------------


                                       51