WAVERIDER COMMUNICATIONS INC
8-K/A, EX-99.4, 2000-12-27
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                        ADE NETWORK TECHNOLOGY PTY. LTD.

                               A.C.N. 006 395 026

                          AUDITED FINANCIAL STATEMENTS

                                  30 JUNE, 2000


















--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.


<PAGE>



                                                                             1.1




                        ADE NETWORK TECHNOLOGY PTY. LTD.

                                    INDEX TO

                          AUDITED FINANCIAL STATEMENTS

                                  30 JUNE, 2000

                                                                 Page No.

     Directors' Report                                             1

     Auditor's Report                                              2

     Directors' Declaration                                        3

     Profit and Loss Appropriation Account                         4

     Balance Sheet                                                 5

     Statement of Cash Flows                                       6

     Notes to and Forming Part of the Accounts                     7








<PAGE>

                                                                             1.1



ADE NETWORK TECHNOLOGY PTY. LTD.
DIRECTOR'S REPORT

Your directors  submit the financial  accounts of the company for the year ended
30th June 2000.  The names of the directors in office at the date of this report
are:

    Wayne Anderson
    William Anderson
    Philip W Anderson

The  principal  activities  of  the  company  during  the  financial  year  were
distribution, servicing and installation of microwave communication systems.

No  significant  change in the nature of these  activities  occurred  during the
year.

The net profit after providing for income tax amounted to $194,114.

The following dividends were paid or recommended for payment:

        29 September, 1999        $23,700
         4 February, 2000         $23,700

A review of the  operations  of the company  during the  financial  year and the
results of those operations are as follows:

Sales increased by over 40% on the prior year, whilst at the same time operating
profit before tax increased by over 60% to $268,604 compared to 1998/1999.

The likely developments in the operation of the company and the expected results
of those  operations in financial  years  subsequent to the year ended 30th June
2000 are as follows:

With the  continued  growth in the  telecommunications  industry and the related
wireless  infrastructure the directors are expecting a similar rate of growth in
the year ending 30 June, 2001 as achieved in 1999/2000.

No significant change in the state of affairs of the company occurred during the
financial year.

The directors on behalf of the  shareholders,  and the company have entered into
negotiations  with an overseas  entity to pursue a possible sale of the business
operated  by the  company or  alternatively  the  shareholders  interest  in the
company.  Other than this  negotiation no matters or  circumstances  have arisen
since  the  end  of the  financial  year  which  significantly  affected  or may
significantly  affect  the  operations  of the  company,  the  results  of those
operations or the state of affairs of the company in financial years  subsequent
to the financial year ended 30th June 2000.

No options to shares in the company have been granted  during the financial year
and there were no options outstanding at the end of the financial year.

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.

<PAGE>

                                                                             1.2


ADE NETWORK TECHNOLOGY PTY. LTD.

DIRECTOR'S REPORT

No director has received or become entitled to receive,  during or since the end
of  financial  year,  a benefit  because of a contract  made by the company or a
related body corporate with the director, a firm of which a director is a member
or a company in which a director  has a  substantial  financial  interest.  This
statement  excludes a benefit  included in the  aggregate  amount of  emoluments
received or due and receivable by directors and related party transactions shown
in the  company's  accounts,  prepared  in  accordance  with  Schedule  5 of the
corporations  Regulations,  or the fixed  salary of a full time  employee of the
company, controlled entity or related body corporate.

The  company  has not,  during or since the  financial  year,  in respect of any
person who is or has been an  officer or auditor of the  company or of a related
body corporate:

    indemnified  or made any  relevant  agreement  for  indemnifying  against  a
    liability,  including  costs and expenses in  successfully  defending  legal
    proceedings; or

    paid or agreed to pay a premium in respect of a contract  insuring against a
    liability for the costs or expenses to defend legal proceedings.

Signed in accordance with a resolution of the Board of Directors:

-------------------------------------------------
Wayne Anderson
Director

-------------------------------------------------
William Anderson
Director

27 September, 2000


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NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.

<PAGE>

                                                                             2.1



INDEPENDENT AUDITOR'S REPORT

To the Members of ADE Network Technology Pty Ltd.

Scope

We have audited the attached  financial report of ADE Network Technology Pty Ltd
for the year  ended  30 June  2000,  as set out on  pages 2 to 7. The  company's
directors  are  responsible  for the  financial  report.  We have  conducted  an
independent  audit of the financial  report in order to express an opinion on it
to the members of the company.

Our audit has been conducted in accordance  with Australian  Auditing  Standards
and Generally  Accepted Auditing Standards as applicable in the United States of
America.  Our  procedures  included  examination,  on a test basis,  of evidence
supporting the amounts and other  disclosures in the financial  report,  and the
evaluation of  significant  accounting  estimates.  These  procedures  have been
undertaken to form an opinion whether,  in all material respects,  the financial
report is presented  fairly in accordance  with  Accounting  standards and other
mandatory professional reporting requirements,  so as to present a view which is
consistent  with our  understanding  of the company's  financial  position,  and
performance as represented by the results of its operations and its cash flows.

The audit opinion expressed in this report has been formed on the above basis.

Audit Opinion

In our  opinion,  the  financial  report  presents  fairly  in  accordance  with
applicable  Accounting  Standards  and other  mandatory  professional  reporting
requirements the financial  position of ADE Network  Technology Pty Ltd as at 30
June,  2000,  the results of its operations and its cash flows for the year then
ended.  Generally  accepted  accounting  principles in Australia vary in certain
respects from generally accepted accounting  principles in the United States. An
explanation  of the major  differences  between  the two sets of  principles  is
presented in note 21 to the financial report.

/s/ Lundstrom Dickson Barbanti

Firm:     Lundstrom Dickson Barbanti          Address:     21 Ellingworth Parade
          Chartered Accountants                            Box Hill  Vic  3128


Partner: /s/ T.J.A. Dickson.
         ------------------
         T J A Dickson
         Registered Company Auditor

Date :   23 December, 2000.




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NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.

<PAGE>

                                                                             3.1


ADE NETWORK TECHNOLOGY PTY. LTD.


DIRECTORS' DECLARATION

The directors of the company declare that:

1.  The financial  statements and notes presents fairly the company's  financial
    position as at 30 June,  2000 and its performance for the year ended on that
    date in accordance with Australian  Accounting Standards and other mandatory
    reporting requirements.

2.  In the directors  opinion there are  reasonable  grounds to believe that the
    company will be able to pay its debts as and when they fall due.

This declaration is made in accordance with a resolution of the directors.

--------------------------------------------------
Wayne Anderson
Director

--------------------------------------------------
William Anderson
Director

27 September, 2000


--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.

<PAGE>

                                                                             4.1


ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

PROFIT & LOSS ACCOUNT
YEAR ENDED 30TH JUNE 2000

                                      Note             2000             1999
                                      ----       ----------       ----------
                                                        $                $
Operating profit (loss) before

income tax                              -            342258           166817
Income Tax Expense                      4            148144            36477
                                                 ----------       ----------
Operating profit (loss) after
income tax                                           194114           130340

Retained profits (losses) at the
beginning of the year                                157845            27505
Adjustments to Retained Earnings                    (236164)               -
                                                 ----------       ----------
Total available for appropriation                    115795           157845

Dividends provided for or paid          5             47400                -

                                                 ----------       ----------
Retained profits (losses) at end of
financial year                                        68395           157845
                                                 ==========       ==========

















 The accompanying notes form part of these financial statements.

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.

<PAGE>

                                                                             5.1


ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

BALANCE SHEET

30TH JUNE 2000

                                      Note             2000             1999
                                                        $                $
                                      ----       ----------       ----------
CURRENT ASSETS

Cash                                    6              9327              500
Receivables                             7           1162413           447757
Inventories                             8            754877           483623
Other                                   9            118093                -
                                                 ----------       ----------
TOTAL CURRENT ASSETS                                2044710           931880
                                                 ----------       ----------
NON-CURRENT ASSETS

Property, plant and equipment          10            504007           240181
Intangibles                            11              1889            64389
Other                                   9             48009                -
                                                 ----------       ----------
TOTAL NON-CURRENT ASSETS                             553905           304570
                                                 ----------       ----------
TOTAL ASSETS                                        2598615          1236450
                                                 ==========       ==========
CURRENT LIABILITIES

Creditors and borrowings               12           1283705           539073
Provisions                             13            286952            36477
Other                                  14            347331                -
                                                 ----------       ----------
TOTAL CURRENT LIABILITIES                           1917988           575550
                                                 ----------       ----------
NON-CURRENT LIABILITIES

Creditors and Borrowings               12            360067           266696
Provisions                             13             15806                -
                                                 ----------       ----------
TOTAL NON-CURRENT LIABILITIES                        375873           266696
                                                 ----------       ----------
TOTAL LIABILITIES                                   2293861           842246
                                                 ==========       ==========

NET ASSETS (LIABILITIES)                             304754           394204
                                                 ==========       ==========
SHAREHOLDERS' EQUITY

Share capital                          15            237000           237000
Reserves                               16              (641)            (641)
Retained profits/(losses)                             68395           157845
                                                 ----------       ----------
TOTAL SHAREHOLDERS' EQUITY                           304754           394204
                                                 ==========       ==========

Capital and Leasing Commitments        17



The accompanying notes form part of these financial statements.

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.

<PAGE>

                                                                             6.1


ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

STATEMENT OF CASH FLOWS

30TH JUNE 2000

                                                       2000             1999
                                                        $                $
                                                  ----------      ----------


CASH FLOW FROM OPERATING ACTIVITIES

Receipts from Customers                             6965267         5477883
Payments to Suppliers and Employees                (6531867)       (5259263)
Income from Sale of Assets                                -            3647
Financing Costs                                      (31974)         (30395)
Income Tax Paid                                      (45596)              -
                                                  ----------      ----------

                                                     355830          191872
                                                  ----------      ----------

CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of Fixed Assets                         (465285)        (209154)
                                                  ----------       ----------

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Borrowings                             204097           99087
Repayment of Borrowings                              (32226)         (69842)
Dividends Paid                                       (47400)              -
                                                  ----------       ----------

                                                     124471           29245
                                                  ----------      ----------

NET CASH FLOW                                         15016           11963

Cash at Beginning of Year                            (59212)         (71175)
                                                  ----------      ----------

Cash at End of Year                                  (44196)         (59212)
                                                  ==========      ==========



--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.


<PAGE>
                                                                             7.1


ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

30TH JUNE 2000

 1  STATEMENT OF ACCOUNTING POLICIES

      This financial  report is a general purpose  financial  report prepared in
      accordance  with  Australian  Accounting  Standards,  Urgent  Issues Group
      Consensus Views and other  authoritative  pronouncements of the Australian
      Accounting  Standards  Board.  The financial report is also prepared on an
      accruals  basis  and is based on  historic  costs  and does not take  into
      account  changing  money  values or,  except  where  specifically  stated,
      current   valuations  of  non-current   assets.   The  following  specific
      accounting policies,  which are consistent with the previous period unless
      otherwise   stated,   have  been  adopted  in  the  preparation  of  these
      statements.

      Inventories

      Inventories are measured at the lower of cost and net realisable value.

      Plant and Equipment, and Motor Vehicles

      Plant and  equipment  and motor  vehicles are carried at cost,  less where
      applicable any accumulated  depreciation or  amortisation.  All assets are
      depreciated over their useful lives to the company.

      Goodwill

      Goodwill is initially  recorded at the amount by which the purchase  price
      for a business  exceeds the fair value attributed to its net assets at the
      date of  acquisition.  The  balance is reviewed  annually  and any balance
      representing  future benefits the realisation of which is considered to be
      no longer probable are written off.

          Leases

      Leases of fixed  assets,  where  substantially  all the risks and benefits
      incidental to the  ownership of the asset,  but not legal  ownership,  are
      transferred  to the  company are  classified  as finance  leases.  Finance
      leases are  capitalised  recording  an asset and a liability  equal to the
      present value of the minimum  lease  payments,  including  any  guaranteed
      residual  value.  Leased assets are  depreciated  on a straight line basis
      over their  estimated  useful  lives where it is likely that the  economic
      entity will obtain  ownership  of the asset or over the term of the lease.
      Lease payments are allocated  between the reduction of the lease liability
      and the lease  interest  expense  for the  period.  Lease  payments  under
      operating  leases,  where  substantially all the risks and benefits remain
      with the lessor,  are charged as expenses in the periods in which they are
      incurred.

      Employee Entitlements

      Provision is made for the company's  liability  for employee  entitlements
      arising from  services  rendered by employees  to balance  date.  Employee
      entitlements   eligible  for  payment   within  one  year   together  with
      entitlements  arising  from  wages  and  salaries,  annual  leave and long
      service leave which will be settled after one year,  have been measured at
      their nominal amount.

      Contributions are made by the company to an employee  superannuation  fund
      and are charged as expenses when incurred.

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.

<PAGE>
                                                                             7.2


ADE NETWORK TECHNOLOGY PTY. LTD.A.C.N. 006 395 026
NOTES TO AND FORMING PART OF THE ACCOUNTS
30TH JUNE 2000

Changes in Accounting Policy

(a)    The  company  changed  its  accounting   policy  in  regard  to  employee
       entitlements in order to comply with Australian  Accounting  Standard AAS
       30. The financial effect of this change in accounting  policy has been to
       recognise  $138,929  as  expense  in the  operating  profit for the year.
       Opening retained  earnings have not been adjusted and  comparatives  have
       not  been  restated  as  the  directors   believe  that   compiling  such
       information is impracticable.

(b)    The company has changed its accounting policy in regard to finance leases
       in order to  comply  with  Australian  Accounting  Standard  AAS 17.  The
       financial  effect  of  this  change  in  accounting  policy  has  been to
       recognise $1,809 as revenue in the operating profit for the year. Opening
       retained  earnings have not been adjusted and comparatives  have not been
       restated as the directors  believe that  compiling  such  information  is
       impracticable.

(c)    The company has changed its  accounting  policy in regard to  maintenance
       contract  income in order to comply with Australian  Accounting  Standard
       AASB 1004.  In prior years this income was brought to account in the year
       invoiced.  For the year ended 30 June 2000 and future  periods the income
       is brought to account over the term of the contract. The financial effect
       of this change in  accounting  policy has been to increase  the amount of
       revenue in the operating profit for the year by $45,163. Opening retained
       earnings  have been  reduced by  $392,494  and a liability  for  deferred
       income  has been  taken up at 30 June 2000  amounting  to  $347,331.  The
       income tax effect of this  adjustment is reflected in a future income tax
       benefit of $118,093 which has been brought to account at 30 June 2000 and
       is  disclosed  as an increase in this year's tax expense of $23,205 and a
       tax expense  reduction  in retained  earnings  of  $141,298.  Comparative
       figures have not been  restated as the directors  believe that  compiling
       such information is impracticable.


(d)    The  company  has  changed  its  accounting  policy in regard to  foreign
       currency  translation  gains or losses in order to comply with Australian
       Accounting  Standard AASB 1004.  The  financial  effect of this change of
       policy has been to recognise  $23,300 as revenue in the operating  profit
       for the year.  Opening retained  earnings have been increased by $15,032.
       Comparative  figures have not been restated as the directors believe that
       compiling such information is impracticable.

                                                       2000             1999
                                                        $                $
 2  OPERATING PROFIT

    (a)  Operating  profit  before  abnormal  items  and  income  tax  has  been
determined after charging as expense:

    Borrowing Costs:
      Interest                                        31974            30395
      Finance Lease Charges                           12825                -

    Depreciation:
      Plant and Equipment and Motor Vehicles         125821            36177

    Amortisation:
      Goodwill                                        45000                -
      Leased Equipment and Motor Vehicles             45871                -

    Rental Expense on Operating Lease:
      Property                                        93181            86347
      Other                                           33188            83886

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>
                                                                             7.3


ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

                                                    2000             1999
                                                     $                $
                                                 ----------       ----------
 3  OPERATING REVENUE

    Operating activities of the entity:

      Sale of Goods and Services                    7567933          5341160
      Commissions                                    122854            82475
      Sundry Income                                    6450             3647
      Unrealised Foreign Exchange Gains               23300                -
                                                 ----------       ----------
                                                    7720537          5427282
                                                 ==========       ==========
 4  INCOME TAX EXPENSE

    The prima facie tax payable on operating  profit is reconciled to the income
    tax provided in the accounts as follows:

    Prima facie tax payable on operating
    profit & extraordinary items at 36%              123213            60054
                                                 ----------       ----------
                                                     123213            60054

    Add tax effect of:

    Accounting Depreciation                           45296                -
    Amortisation of Goodwill                          16200                -
    Amortisation of Leases                            16514                -
    Entertainment                                      7535             1494
    Fines                                               174                8
    Finance Lease Charges                              4617                -
    Leave Provisions                                  50014                -
                                                 ----------       ----------
                                                     263563            61556

    Less tax effect of:

    Deferred Income not Subject to

    Income Tax                                        16259                -
    Foreign Currency Exchange Profit not
    Subject to Income Tax                              8388                -
    Recoupment of Prior Years Tax Losses                  -            25079
    Depreciation for Tax Purposes                     44477                -
    Deductible Lease Payments                         21491                -
                                                 ----------       ----------
    Income Tax Payable                               172948            36477
                                                 ==========       ==========

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>
                                                                             7.4




ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

                                                       2000             1999
                                                        $                $
                                                 ----------       ----------
    The income tax expense comprises amounts
    set aside as:

    Provision for income tax
    attributable to current year:
    Income tax payable on operating
    profit                                           172948            36477

    Provision for income tax attributable to
    future years:

    Future income tax benefit                        (24804)               -
                                                 ----------       ----------
                                                     148144            36477
                                                 ==========       ==========
 5  DIVIDENDS PROVIDED FOR OR PAID

    Dividends Paid

    Fully Franked                                     47400                -
                                                 ==========       ==========


 6  CASH

    Cash on Hand                                        650              500
    Bank - NAB A1                                      8677                -
                                                 ----------       ----------
                                                       9327              500
                                                 ==========       ==========
 7  RECEIVABLES

    CURRENT

    Trade Debtors                                   1112115           431758
    Deposits                                          17794            11894
    Other Debtors                                     32504             4105
                                                 ----------       ----------
                                                    1162413           447757
                                                 ==========       ==========
 8  INVENTORIES

    CURRENT

    Finished Goods                                   754877           483623
                                                 ==========       ==========
 9  OTHER ASSETS

    CURRENT

    Future Income Tax Benefit                        118093                -
                                                 ==========       ==========
    NON-CURRENT

    Future Income Tax Benefit                         48009                -
                                                 ==========       ==========

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>
                                                                             7.5




ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

30TH JUNE 2000

                                                       2000             1999
                                                        $                $
                                                 ----------       ----------
10  PROPERTY, PLANT & EQUIPMENT

    Computer Systems - at cost                       248428           188515
    Less: Accumulated Depreciation                  (174037)         (133667)
    Office Equipment - at cost                        83730            60905
    Less: Accumulated Depreciation                   (50575)          (39902)
    Office Furniture - at cost                        35016            27682
    Less: Accumulated Depreciation                   (24589)          (20348)
                                                 ----------       ----------
                                                     117973            83185
                                                 ----------       ----------
    Floor Coverings - at cost                          3976             3976
    Less: Accumulated Depreciation                     2974             2863
                                                 ----------       ----------
                                                       1002             1113
                                                 ----------       ----------
    Shelving - at cost                                 1907             1907
    Less: Accumulated Depreciation                     1907             1120
                                                 ----------       ----------
                                                          -              787
                                                 ----------       ----------
    Motor Vehicles - at cost                         140825           140825
    Less: Accumulated Depreciation                    16733             2651
                                                 ----------       ----------
                                                     124092           138174
                                                 ----------       ----------
    Equipment - Pinnacle                              17500                -
    Less: Accumulated Depreciation                    17500                -
                                                 ----------       ----------
                                                          -                -
                                                 ----------       ----------
    Engineering Equipment - at cost                  131419            59316
    Less: Accumulated Depreciation                    80451            42545
                                                 ----------       ----------
                                                      50968            16771
                                                 ----------       ----------
    Equipment - Training Room - at cost                1118             1118
    Less: Accumulated Depreciation                     1118              967
                                                 ----------       ----------
                                                          -              151
                                                 ----------       ----------
    Motor Vehicle under Lease                        285610                -
    Less: Accumulated Amortisation                    75638                -
                                                 ----------       ----------
                                                     209972                -
                                                 ----------       ----------

    Total property, plant & equipment                504007           240181
                                                 ==========       ==========

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>
                                                                             7.6



ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

30TH JUNE 2000

                                                       2000             1999
                                                        $                $
                                                 ----------       ----------
11  INTANGIBLES

    Formation Expenses                                 1889             1889

    Goodwill - at Cost                                62500            62500
    Reclassification to Fixed Assets                 (17500)               -
    Amortisation of Goodwill                         (45000)               -
                                                 ----------       ----------
                                                          -            62500
                                                 ----------       ----------
                                                       1889            64389
                                                 ==========       ==========
12  CREDITORS & BORROWINGS

    INCLUDED IN CURRENT CREDITORS &

    BORROWINGS:

    Hire Purchase Liability                           27086            20617
    Less: Unexpired Interest                          (6566)           (8241)
    Lease Liability                                   70356                -
    Other Creditors and Accruals                     214410            59038
    Trade Creditors                                  889778           407797
    GST Payable                                       35117                -
    Bank Overdraft                                    53524            59862
                                                 ----------       ----------
                                                    1283705           539073
                                                 ==========       ==========

    NON-CURRENT

    Hire Purchase Liability                           75527            87737
    Lease Liability                                  137807                -
    Bank Loans - unsecured                           146733           175782
    Other Loans - unsecured                               -             3177
                                                 ----------       ----------
                                                     360067           266696
                                                 ==========       ==========


13  PROVISIONS

    CURRENT

    Provision for Annual Leave                        56400                -
    Provision for Long Service Leave                  66723                -
    Provision for Income Tax                         163829            36477
                                                 ----------       ----------
                                                     286952            36477
                                                 ==========       ==========
    NON-CURRENT

    Provision for Long Service Leave                  15806                -
                                                 ==========       ==========

    Aggregate employee entitlement

    liability                                        138929                -
                                                 ==========       ==========

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>
                                                                             7.7



ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

30TH JUNE 2000

                                                       2000             1999
                                                        $                $
                                                 ----------       ----------
14  OTHER LIABILITIES

    CURRENT

    Fees Billed in Advance                           347331                -
                                                 ==========       ==========
15  SHARE CAPITAL

    Authorised Capital:

    500,000 Ordinary Shares of $1 Each               500000           500000
                                                 ==========       ==========

    Issued & Paid Up Capital:

    237,000 Ordinary Shares of $1 Each               237000           237000
                                                 ==========       ==========
16  RESERVES

    Capital Profit/(Loss) Reserve                      (641)            (641)
                                                 ==========       ==========
17  CAPITAL & LEASING COMMITMENTS

    (a) FINANCE LEASE COMMITMENTS

    Not longer than one year                          87141                -
    Longer than one year but not longer
    than five years                                  152329                -
                                                 ----------       ----------
    Minimum Lease Payments                           239470                -
    Less: Future Finance Charges                      31307                -
                                                 ----------       ----------
                                                     208163                -
                                                 ==========       ==========

    (b) OPERATING LEASE COMMITMENTS

    Non cancellable operating leases
    contracted for but not capitalised
    in the financial statements.
    Payable:

    Not longer than one year                         127193            62100
    Longer than one year but not longer
    than five years                                  132445           160425
                                                 ----------       ----------
                                                     259638           222525
                                                 ==========       ==========

    This  commitment  arises from non  cancellable  property leases over various
    terms. There are contingent  liabilities relating to future rental increases
    arising from CPI adjustments under the terms of the lease agreements.

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>
                                                                             7.8



ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

30TH JUNE 2000

                                                       2000             1999
                                                        $                $
18  REMUNERATION AND RETIREMENT BENEFITS

    (a)  Remuneration of Directors:
    Remuneration received or receivable
    by all directors of the company:

    - from the company or any related
    party in connection with the
    management of the company
                                                     175000           137259
    - from the company in connection
    with the management of a related
    party

                                                          -                -

    Directors:

    The names of directors who have held
    office during the financial year are:

    Wayne Anderson
    William Anderson
    Philip W Anderson

    (b) Retirement Benefits:
    Amounts paid to a superannuation
    plan for the provision of retirement
    benefits by:

    - the company or any related party
    for directors of the company
                                                     140271           138136
    - the company for directors of any
    related party
                                                          -                -
19  RELATED PARTY TRANSACTIONS

    A company controlled by Philip and Wayne
    Anderson,  directors,  sold product and
    services to the company and  sub-leased
    premises to the company  under normal
    commercial terms and conditions.

    Sales                                             12954             3606
    Lease Rental                                       6583                -

    The direct,  indirect and  beneficial
    shareholdings  of directors and their
    related entities in the shares of the
    company as at 30 June 2000 was:

    237,000  (1999 - 237,000)
    fully paid ordinary shares.


--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>
                                                                             7.9


ADE NETWORK TECHNOLOGY PTY. LTD.
A.C.N. 006 395 026

NOTES TO AND FORMING PART OF THE ACCOUNTS

30TH JUNE 2000

                                                    2000             1999
                                                     $                $
20  SEGMENT REPORTING

         The company  operates in the product  distribution  and service  sector
where  it  designs,   installs  and  services  microwave  communication  systems
throughout Australia.


21  RECONCILIATION TO UNITED STATES OF AMERICA GENERALLY ACCEPTED
    ACCOUNTING PRINCIPLES

This  financial  report  is a  general  purpose  financial  report  prepared  in
accordance with Australian Accounting  Standards,  Urgent Issues Group Consensus
Views  and  other  authoritative  pronouncements  of the  Australian  Accounting
Standards Board. If this financial report were to be prepared in accordance with
United  States  Generally  Accepted  Accounting   Principles  ("US  GAAP"),  the
following changes would be required:

1.   Certain  changes made in these  financial  statements  to apply  Australian
     Accounting  Standards  for the first time have been recorded in the current
     year. Under US GAAP, these changes would be considered  errors and would be
     required  to be shown in the year  actually  incurred,  resulting  in prior
     period adjustments.

2.   US GAAP requires a different  reporting format including the inclusion of a
     Statement of Income  (Loss) which  discloses the specific  components  that
     make  up  the  operating  profit  (loss)  before  taxes.   Such  additional
     disclosure would be shown as follows:

                                                                       Unaudited
                                                          2000              1999
                                                             $                 $


     Gross Revenue                         3         7,720,537         5,427,282

     Cost of Goods Sold                              4,267,725         3,274,443
                                                     ---------------------------

     Gross Margin                                    3,452,812         2,152,839
                                                     ---------------------------

     Expenditure :

     Administration, general and selling             2,893,862         1,949,850
      Research and development                               -                 -
     Depreciation and amortisation         2           216,692            36,172
                                                     ---------------------------

                                                     3,110,554         1,986,022
                                                     ---------------------------

     Operating Profit before income tax                342,258           166,817
                                                     ---------------------------



--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>



RESOLUTIONS OF DIRECTORS OF
ADE NETWORK TECHNOLOGY PTY. LTD.
PASSED ON 27 SEPTEMBER, 2000

ACCOUNTS:         It was noted that the accounts have been prepared as a special
                  purpose financial report in accordance with the accounting
                  policies outlined in Note 1 to the accounts.

                  It was resolved that the company is a non-reporting entity and
                  to the best of the knowledge and belief of the directors would
                  remain so in the current financial year.

DIRECTORS         The declaration by directors in respect of the year ended 30
DECLARATION :     June, 2000 was tabled and it was resolved that the statement
                  be approved and signed by the two directors indicated thereon.


CONFIRMATION:     We, the undersigned, being all the directors of the company
                  hereby approve the above as a correct record of the
                  resolutions of directors passed on this date.




------------------------------------------
Wayne Anderson
Director

------------------------------------------
William Anderson
Director

------------------------------------------
Philip W Anderson
Director

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>


RESOLUTIONS OF DIRECTORS OF
ADE NETWORK TECHNOLOGY PTY. LTD.
PASSED ON 24 SEPTEMBER, 1999

DIVIDEND          : It was resolved  that the  following  fully  franked Class C
                  final dividend be declared out of profits of the year ended 30
                  June, 1999,  hereby and forthwith payable to the members whose
                  names  appear on the  register  of  members  as holders of the
                  undermentioned shares on 24 September, 1999:

                  - 237000 Ordinary Shares at the rate of $0.10 per share.


DISTRIBUTION:     Based on the present holdings of shares, the distribution of
                  the above fully franked dividend would be as follows:

         Name                No. of Shares     Dividend   Imputation Credit
                                                           (Tax Rate 36%)

      Maureen Anderson          200000        $20000.00      $11250.00
      Philip Anderson            12000         $1200.00        $675.00
      Wayne Anderson             25000         $2500.00       $1406.25


LOAN ACCOUNTS:    It was resolved that the above dividend be paid in cash or
                  credited to the loan accounts of the respective shareholders.


CONFIRMATION:     We, the  undersigned,  being all the  directors of the company
                  entitled to receive  notice of meetings  of  directors  hereby
                  approve the above as a correct  record of the  resolutions  of
                  directors passed on 24 September, 1999.

------------------------------------------
Wayne Anderson
Director

------------------------------------------
William Anderson
Director

------------------------------------------
Philip W Anderson
Director

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.
<PAGE>



RESOLUTIONS OF DIRECTORS OF
ADE NETWORK TECHNOLOGY PTY. LTD.
PASSED ON 4 FEBRUARY, 2000

DIVIDEND          : It was resolved  that the  following  fully  franked Class C
                  interim  dividend be declared out of profits of the year ended
                  30 June 2000,  hereby  and  forthwith  payable to the  members
                  whose  names  appear on the  register of members as holders of
                  the undermentioned shares on 4 February, 2000:

                  - 237000 Ordinary Shares at the rate of $0.10 per share.
DISTRIBUTION:     Based on the present holdings of shares, the distribution of
                  the above fully franked dividend would be as follows:

         Name                No. of Shares     Dividend   Imputation Credit
                                                           (Tax Rate 36%)

      Maureen Anderson          200000        $20000.00      $11250.00
      Philip Anderson            12000         $1200.00        $675.00
      Wayne Anderson             25000         $2500.00       $1406.25


LOAN ACCOUNTS:    It was resolved that the above dividend be paid in cash or
                  credited to the loan accounts of the respective shareholders.

CONFIRMATION:     We, the  undersigned,  being all the  directors of the company
                  entitled to receive  notice of meetings  of  directors  hereby
                  approve the above as a correct  record of the  resolutions  of
                  directors passed on 4 February, 2000.

----------------------------------------
Wayne Anderson
Director

----------------------------------------
William Anderson
Director

----------------------------------------
Philip W Anderson
Director

--------------------------------------------------------------------------------
NOTE - ADE NETWORK TECHNOLOGY PTY LTD AUDITED FINANCIAL STATEMENTS ARE PRESENTED
IN AUSTRALIAN DOLLARS.






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