<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>dex992.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF CENTRINITY FOR 2002
<TEXT>
<PAGE>

                                                                    Exhibit 99.2


Consolidated Financial Statements of

CENTRINITY INC.

Years ended September 30, 2002 and 2001


<PAGE>

Auditors' Report to the Shareholders

We have audited the consolidated balance sheet of Centrinity Inc. as at
September 30, 2002 and the consolidated statements of operations and deficit and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing
standards and generally accepted auditing standards in the United States. 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 September 30,
2002 and the results of its operations and its cash flows for the year then
ended in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at September 30, 2001 and for the year
then ended were audited by other auditors, who expressed an opinion without
reservation on those financial statements in their report dated November 12,
2001, except as to Note 17, which is as of January 6, 2003.


/s/ KPMG LLP

Chartered Accountants

Toronto, Canada

January 16, 2003

<PAGE>

CENTRINITY INC.
Consolidated Balance Sheets

September 30, 2002 and 2001
(expressed in Canadian dollars)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                     2002                 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                   <C>
Assets

Current assets:
     Cash and cash equivalents unrestricted                               $    11,959,518       $   18,794,828
     Cash and cash equivalents, restricted (note 3)                             1,168,421            1,400,000
     Accounts receivable (note 4)                                               4,880,946            4,859,522
     Inventory                                                                    228,332              466,638
     Prepaid expenses and deposits                                              1,033,446            1,053,364
--------------------------------------------------------------------------------------------------------------
                                                                               19,270,663           26,574,352

Capital assets, net of accumulated amortization (note 5)                        3,386,942            4,516,491

Intangible assets, net of accumulated amortization (note 6)                     2,295,408            3,414,399

--------------------------------------------------------------------------------------------------------------
                                                                          $    24,953,013       $   34,505,242
==============================================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable and accrued liabilities                             $     7,986,388       $    9,024,515
     Income taxes payable                                                               -               71,118
     Deferred revenue                                                           5,984,184            3,136,795
     Current portion of obligations under capital lease (note 7)                  251,066              233,713
--------------------------------------------------------------------------------------------------------------
                                                                               14,221,638           12,466,141

Deferred revenue                                                                2,375,117            1,282,085

Obligations under capital lease (note 7)                                          323,346              574,533

Long-term accrued liabilities (note 8)                                          1,720,485            1,381,576

Shareholders' equity:
     Share capital (note 9)                                                    87,702,892           87,598,798
     Deficit                                                                  (81,390,465)         (68,797,891)
--------------------------------------------------------------------------------------------------------------
                                                                                6,312,427           18,800,907

Commitments (note 14)
Subsequent event (note 18)

--------------------------------------------------------------------------------------------------------------
                                                                          $    24,953,013       $   34,505,242
==============================================================================================================

</TABLE>
See accompanying notes to consolidated financial statements.


                                       1

<PAGE>

CENTRINITY INC.
Consolidated Statements of Operations and Deficit

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
------------------------------------------------------------------------------
                                                       2002               2001
------------------------------------------------------------------------------

Revenue                                      $   18,532,868      $  17,151,037

Cost of sales                                     3,853,984          1,244,166
------------------------------------------------------------------------------

Gross profit                                     14,678,884         15,906,871

Expenses:
     Sales, marketing and sales support          12,272,001         31,724,456
     Research and development                     4,692,921          5,231,083
     General and administrative (note 11)         9,276,148         18,191,049
     Amortization of capital assets                 908,006          1,166,031
     Amortization of intangible assets            1,118,991          7,317,115
------------------------------------------------------------------------------
                                                 28,268,067         63,629,734
------------------------------------------------------------------------------

Loss before the undernoted items                (13,589,183)       (47,722,863)

Interest income                                     291,383          1,696,229

Foreign exchange gain                               705,226          1,121,031
------------------------------------------------------------------------------

Loss before future income taxes                 (12,592,574)       (44,905,603)

Future income taxes (note 12)                             -         (1,560,777)
------------------------------------------------------------------------------

Loss for the year                               (12,592,574)       (43,344,826)

Deficit, beginning of year                      (68,797,891)       (25,453,065)

------------------------------------------------------------------------------
Deficit, end of year                         $  (81,390,465)     $ (68,797,891)
==============================================================================
Loss per share, basic and diluted            $        (0.47)     $       (1.81)

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

Weighted average number of common
   shares outstanding                            24,114,660         23,929,199

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


See accompanying notes to consolidated financial statements.

                                       2

<PAGE>

CENTRINITY INC.
Consolidated Statements of Cash Flows

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                     2002                 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                   <C>
Cash provided by (used in):

Operating activities:
     Loss for the year                                                   $    (12,592,574)     $   (43,344,826)
     Items not affecting cash:
         Amortization of capital and intangible assets                          2,357,868            8,483,146
         Write-down of capital assets                                                   -            1,006,802
         Future income tax recovery                                                     -           (1,598,657)
     Change in non-cash working capital balances:
         Accounts receivable                                                      (21,424)          (1,076,916)
         Inventory                                                                238,306             (119,182)
         Prepaid expenses and deposits                                             19,918              275,157
         Accounts payable and accrued liabilities                                 699,218            5,665,515
         Income taxes payable                                                     (71,118)             (58,882)
         Deferred revenue                                                       3,940,421            3,245,769
--------------------------------------------------------------------------------------------------------------
                                                                               (6,827,821)         (27,522,074)

Financing activities:
     Issuance of shares and warrants, net
       of costs of issuance                                                       104,094            3,079,064
     Payments of obligations under capital lease                                 (233,834)                   -
--------------------------------------------------------------------------------------------------------------
                                                                                 (129,740)           3,079,064

Investing activities:
     Reduction (increase) in restriction against cash and cash equivalents        231,579           (1,400,000)
     Acquisition of capital assets                                               (109,328)          (3,577,490)
--------------------------------------------------------------------------------------------------------------
                                                                                  122,251           (4,977,490)

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

Decrease in cash and cash equivalents, unrestricted                            (6,835,310)         (29,420,500)

Cash and cash equivalents, unrestricted, beginning of year                     18,794,828           48,215,328
--------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, unrestricted, end of year                     $     11,959,518      $    18,794,828
==============================================================================================================

Supplemental cash flow information:
     Interest received                                                   $        291,383      $     1,515,839
     Interest paid                                                                 50,099                    -

Supplemental disclosure of non-cash transactions:
     Issuance of shares related to acquisitions (note 2)                                -            1,440,000
     Acquisition of capital assets financed by lease obligation                         -              808,246

==============================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.

                                       3

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------


Centrinity Inc.'s (the "Company") primary business is the development, marketing
and distribution of unified communications and collaborative software solutions
to telecommunications service providers, enterprise and learning organizations.
The Company's shares trade publicly on the Toronto Stock Exchange, under the
symbol CTI.

1.     Significant accounting policies:

       These financial statements have been prepared in accordance with
       generally accepted accounting principles ("GAAP") in Canada, which,
       except as set out in note 17, do not materially differ from accounting
       principles generally accepted in the United States, and reflect the
       following policies:

       (a) Basis of presentation:

           These consolidated financial statements include the accounts of the
           Company and its subsidiaries, all of which are wholly-owned. All
           intercompany balances and transactions have been eliminated.

       (b) Cash and cash equivalents:

           For the purposes of the consolidated financial statements, cash and
           cash equivalents are defined as highly liquid investments with
           maturities of three months or less at the date of acquisition.

       (c) Inventory:

           Inventory comprising hardware, products and third party software
           licenses is valued at the lower of cost and net realizable value.
           Cost is determined on the average cost basis.

                                       4

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

1.     Significant accounting policies (continued):

       (d) Capital assets:


           Capital assets are stated at cost, net of related investment tax
           credits. Amortization is charged to earnings over the estimated
           useful lives of the assets at the following rates per annum:

<TABLE>
<CAPTION>
           ------------------------------------------------------------------------------
           Asset                                      Basis                          Rate
           ------------------------------------------------------------------------------
<S>                                                  <C>               <C>

           Office equipment and furniture             Declining
           balance                                    20%
           Computer equipment                         Declining
           balance                                    30%
           Trade show booth                           Declining
           balance                                    20%
           Computer software and reference material   Straight line                1 year
           Leasehold improvements                     Straight line    Over term of lease
           ==============================================================================
</TABLE>


       (e) Intangible assets:


           Intangible assets include amounts allocated to the fair value of
           acquired technology and goodwill. These intangibles are being
           amortized over periods of two to five years.

           The Company reassesses the recoverability of the intangible assets on
           a periodic basis and where appropriate, writes such amounts down to
           an amount not in excess of their estimated net realizable value based
           on future cash flows on a non-discounted basis.

           In 2001, the Canadian Institute of Chartered Accountants approved
           Handbook Sections 1581, "Business Combinations," and 3062, "Goodwill
           and Other Intangible Assets." The new standards mandate the purchase
           method of accounting for business combinations initiated on or after
           July 1, 2001. These new standards also establish criteria for
           identifying and measuring intangible assets acquired in business
           combinations that are recorded and reported apart from goodwill.
           Goodwill and intangible assets with indefinite useful lives are no
           longer amortized, but instead are tested at least annually for
           impairment by comparing their fair values with their book values. The
           new standards do not change the accounting for intangible assets with
           determinable lives, so they continue to be amortized over their
           estimated useful lives and tested for impairment by comparing their
           book values with the undiscounted cash flow expected to be received
           from their use. The new standards are substantially consistent with
           U.S. GAAP.

                                       5

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

1.     Significant accounting policies (continued):

           Effective July 1, 2001, goodwill acquired in business combinations
           completed after June 30, 2001 is not amortized. In addition, the
           criteria for recognition of intangible assets apart from goodwill and
           the valuation of the shares issued in a business combination apply to
           business combinations completed after June 30, 2001.

           Upon adoption of the standards beginning October 1, 2002, the Company
           will discontinue amortization of all existing goodwill, evaluate
           existing intangible assets and make any necessary reclassifications
           in order to conform with the new criteria for recognition of
           intangible assets apart from goodwill, and test for impairment in
           accordance with the new standards. The Company has determined that it
           does not have any intangible assets having indefinite lives under the
           new standards.

           Section 3062 requires the completion of a transitional goodwill
           impairment evaluation within six months of adoption. If goodwill
           continues to be reported under the new standards, this goodwill will
           be tested to determine if there is any indication that this goodwill
           is impaired. To accomplish this, the Company will identify its
           "reporting units" and determine the book value of each reporting unit
           by assigning assets and liabilities, including the existing goodwill
           and intangible assets, to those reporting units. The Company then has
           until March 31, 2002 to calculate the fair value of each reporting
           unit and compare it to the reporting unit's book value. If the
           reporting unit's book value exceeds its fair value, the Company will
           be required to perform the second step of the transitional impairment
           test before September 30, 2003, by calculating the "implied fair
           value" of the reporting unit's goodwill, and comparing it to the book
           value of the goodwill. Any shortfall of the implied fair value of the
           goodwill compared to its book value will be recognized as an effect
           of a change in accounting policy and will be charged to the opening
           deficit for 2003, without restatement of prior periods.

           As of September 30, 2002, the Company has unamortized goodwill of
           approximately $2,295,000, which is subject to the transitional
           provisions of Sections 1581 and 3062. Amortization expense related to
           goodwill was approximately $1,119,000 for 2002. The Company has
           determined that it will not be required to recognize any new
           identifiable intangible assets apart from goodwill or record any
           transitional impairment losses.

                                       6

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------


1.     Significant accounting policies (continued):

       (f) Revenue recognition and deferred revenue:

           Revenue from sales of products is recognized when a contract has been
           executed, the product has been shipped, the sales price is fixed and
           determinable, and collection of any resulting receivable is probable.

           Revenue earned on software arrangements involving multiple elements
           (i.e., software products, upgrades/enhancements, post contract
           customer support, installation, training) is allocated to each
           element based on vendor specific objective evidence ("VSOE") of fair
           value of the elements. When arrangements contain multiple elements
           and VSOE exists for all undelivered elements, the Company recognizes
           revenue for the undelivered elements using the residual method. The
           revenue allocated to post contract customer support is recognized
           ratably over the term of the support and revenue allocated to service
           elements (such as training and installation) is recognized as the
           services are performed. Revenue otherwise attributable to post
           contract customer support is recognized upon shipment when the
           support term is for a period less than or equal to one year, the
           estimated costs of providing support is insignificant, and
           unspecified upgrades are expected to be minimal. For arrangements
           containing multiple elements in which VSOE does not exist for all
           undelivered elements, revenue for the delivered and undelivered
           elements is deferred until VSOE exists or recognized notably over the
           term of the agreement.

           Revenue earned from application service provider transactions, is
           recognized as the amounts are due and services are performed.

           Where not all the criteria for revenue recognition have been
           satisfied but cash has been received, the amount received is recorded
           as deferred revenue until all revenue recognition criteria have been
           satisfied.

       (g) Research and development:

           Research costs are expensed when incurred. Development costs are
           expensed when incurred unless the development project meets the
           criteria under Canadian GAAP for deferral and amortization. In
           management's opinion, during all periods presented, no costs met the
           criteria for deferral.

                                       7

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

1.     Significant accounting policies (continued):

           Investment tax credits related to research and development
           expenditures are included in the determination of net income for each
           period as a reduction of research and development expense. Investment
           tax credits related to capital assets are recorded as a reduction in
           the cost of the related assets.

       (h) Income taxes:

           The Company uses the asset and liability method of accounting for
           income taxes. 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 to taxable
           income in the years in which those temporary differences are expected
           to be recovered or settled. The effect on future tax assets and
           liabilities of a change in tax rates is recognized in income in the
           period that includes the date of enactment or substantive enactment.

       (i) Foreign currency translation:

           The functional currency of the Company is the Canadian dollar. The
           Company's foreign subsidiaries are considered to be integrated
           foreign operations. Foreign-denominated monetary assets and
           liabilities are translated into Canadian dollars at the rates of
           exchange prevailing at the balance sheet date. Other assets and
           liabilities denominated in foreign currencies are translated at the
           exchange rate prevailing when the assets were acquired or the
           liabilities incurred. Revenue and expenses are translated at the
           exchange rate prevailing at the date of the transaction, except for
           amortization which is translated at the same rates as those used in
           the translation of the corresponding assets. Translation gains or
           losses are included in the determination of the loss for the year.

       (j) Stock-based compensation plans:

           The Company has one stock-based compensation plan. No compensation
           expense is recognized for this plan when stock options are issued.
           Any consideration paid on the exercise of stock options is credited
           to share capital.

                                       8

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

1.     Significant accounting policies (continued):

           In December 2001, the CICA issued Handbook Section 3870, which
           establishes standards for the recognition, measurement, and
           disclosure of stock-based compensation and other stock-based
           payments made in exchange for goods and services provided by
           employees and non-employees. The standard requires that a fair value
           based method of accounting be applied to all stock-based payments to
           non-employees and to employee awards that are direct awards of
           stock, that call for settlement in cash or other assets or are stock
           appreciation rights that call for settlement by the issuance of
           equity instruments. However, the new standard permits the Company to
           continue its existing policy of recording no compensation cost on
           the grant of stock options to employees. Consideration paid by
           employees on the exercise of stock options is recorded as share
           capital. The standard is effective for the Company's fiscal year
           beginning October 1, 2002 for awards granted on or after that date.
           The Company has not assessed the impact of adopting the new
           standard.

       (l) Basic and diluted loss per share:

           In the first quarter of fiscal 2002, the Company retroactively
           adopted the new recommendations of the Canadian Institute of
           Chartered Accountants Handbook Section 3500, "Earnings Per Share".
           Under the new recommendations, the basic loss per common share is
           calculated using the weighted average number of shares outstanding
           during each reporting period. Diluted loss per share is calculated by
           the treasury stock method and includes the effect of common shares
           issuable on the exercise of outstanding options and warrants when
           this impact is dilutive. Prior to the adoption of the new
           recommendations, fully diluted loss per share was calculated by
           adjusting basic loss per share for the effect of all dilutive
           securities outstanding and imputing interest income on cash proceeds
           derived from the exercise of such securities. The Company was not
           impacted by this change.

       (m) Use of estimates:

           The preparation of financial statements in conformity with GAAP
           requires management to make estimates and assumptions that affect the
           amounts reported in the financial statements and accompanying notes
           including the carrying value and recoverable amount of intangible
           assets. Actual results could differ from those estimates.

                                       9

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

2.     Acquisition:

       Under the terms the acquisition of FC Sweden AB on March 9, 2000, the
       Company was required to issue additional shares of common stock to the
       former shareholders depending on the revenue of the acquired company in
       each of the years ended December 31, 2000 and December 31, 2001. The
       maximum number of shares issuable in each year was 100,000. At December
       31, 2000, it became more likely than not that the Company would be
       required to issue 90,000 shares of common stock as additional
       consideration and, therefore, on December 31, 2000, the Company accrued
       for their issuance at a value of $1,440,000. This amount was added to the
       Company's goodwill at December 31, 2000 and is being amortized over the
       remaining life of the intangible assets. No additional shares were issued
       based on revenue for the twelve months ended December 31, 2001.

3.     Cash and cash equivalents:

       Cash and cash equivalents, restricted, consists of cash that is pledged
       as collateral for letters of credit in connection with future lease
       payments.

4.     Accounts receivable:
<TABLE>
<CAPTION>

       -------------------------------------------------------------------------------------------------------
                                                                                     2002                 2001
       -------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
       Trade                                                                 $  5,518,495         $  5,530,827
       Less allowance for doubtful accounts                                       637,549              671,305

       -------------------------------------------------------------------------------------------------------
                                                                             $  4,880,946         $  4,859,522
       =======================================================================================================

       Bad debts expense of $239,337 was recorded during the year ended September
       30, 2002 (2001 - $455,125). Write-offs and adjustments to the allowance for
       doubtful accounts of $273,093 (2001 - $292,310) were recorded during the
       year ended September 30, 2002.

5.     Capital assets:

       -------------------------------------------------------------------------------------------------------
                                                                               Accumulated            Net book
       2002                                                        Cost       amortization               value
       -------------------------------------------------------------------------------------------------------

       Office equipment and furniture                  $      1,747,280     $      846,808        $    900,472
       Computer equipment                                     5,618,924          3,589,608           2,029,316
       Trade show booth                                         356,164            349,900               6,264
       Computer software and reference material                 434,444            434,444                   -
       Leasehold improvements                                   518,227             67,337             450,890

       -------------------------------------------------------------------------------------------------------
                                                       $      8,675,039     $    5,288,097        $  3,386,942
       =======================================================================================================
</TABLE>


                                       10

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

5.     Capital assets (continued):

       Included in office equipment and furniture are assets under capital lease
       with a net book value of $452,597 (2001 - $565,746).
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------
                                                                               Accumulated            Net book
       2001                                                        Cost       amortization               value
       -------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                 <C>
       Office equipment and furniture                  $      1,542,275     $      611,153      $      931,122
       Computer equipment                                     5,575,894          2,704,040           2,871,854
       Trade show booth                                         558,663            348,743             209,920
       Computer software and reference material                 434,444            400,678              33,766
       Leasehold improvements                                   486,182             16,353             469,829
       -------------------------------------------------------------------------------------------------------
                                                       $      8,597,458     $    4,080,967      $    4,516,491
       =======================================================================================================

6.     Intangible assets:

       -------------------------------------------------------------------------------------------------------
                                                                               Accumulated            Net book
       2002                                                        Cost       amortization               value
       -------------------------------------------------------------------------------------------------------

       Acquired technology                             $     10,730,195     $   10,730,195      $            -
       Goodwill                                              10,724,201          8,428,793           2,295,408

       -------------------------------------------------------------------------------------------------------
                                                       $     21,454,396     $   19,158,988      $    2,295,408
       =======================================================================================================

       -------------------------------------------------------------------------------------------------------
                                                                               Accumulated            Net book
       2001                                                        Cost       amortization               value
       -------------------------------------------------------------------------------------------------------

       Acquired technology                             $     10,730,195     $   10,561,025      $      169,170
       Goodwill                                              10,724,201          7,478,972           3,245,229

       -------------------------------------------------------------------------------------------------------
                                                       $     21,454,396     $   18,039,997      $    3,414,399
       =======================================================================================================
</TABLE>


                                       11

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

7.    Obligations under capital lease:

      The following is a schedule of future minimum lease payments for office
      equipment and furniture under capital lease:

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

      Year ending September 30:

      2003                                                        $     283,920
      2004                                                              337,285
      -------------------------------------------------------------------------

      Total lease payments                                              621,205

      Less amount representing interest at 8%                            46,793
      -------------------------------------------------------------------------

      Present value of minimum capital lease payments                   574,412

      Less current portion                                             (251,066)

      -------------------------------------------------------------------------
                                                                  $     323,346
      =========================================================================

8.    Long-term accrued liabilities:

      Long-term accrued liabilities represent the portion of the accrued
      restructuring liability related to lease obligations payable after
      September 2003 (refer to note 11).

                                       12

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------




9.     Share capital:

       Authorized:
           Unlimited Class A common shares
           Unlimited first preferred shares, non-voting
           Unlimited second preferred shares, voting

       Issued:
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------
                                                 Units                                  Value
                                      --------------------------  --------------------------------------------
                                          Class A                        Class A
                                           common                         common
                                           shares       Warrants          shares       Warrants          Total
       -------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>        <C>              <C>            <C>
       Balance, October 1, 2000        23,128,190        750,373  $   82,448,719   $    631,015   $ 83,079,734
       Exercise and expiry of
         warrants (a)                     692,872       (750,373)      3,056,067       (631,015)     2,425,052
       Exercise of stock options
         (note 10)                        192,900              -         654,012              -        654,012
       Shares to be issued (note 2)        90,000              -       1,440,000              -      1,440,000
       -------------------------------------------------------------------------------------------------------

       Balance, September 30, 2001     24,103,962              -      87,598,798              -     87,598,798
       Exercise of stock options
         (note 10)                         97,725              -         104,094              -        104,094

       -------------------------------------------------------------------------------------------------------
       Balance, September 30, 2002     24,201,687              -  $   87,702,892   $          -   $ 87,702,892
       =======================================================================================================
</TABLE>

       (a) During the fiscal year ended September 30, 2001, 692,872 warrants
           were exercised and 57,501 expired unexercised, leaving no warrants
           outstanding at September 30, 2001.

10.    Stock option plan:

       The Company has established a stock option plan for its directors,
       executive officers, employees and other key personnel. The Board of
       Directors may designate which directors, officers, employees and other
       key personnel of the Company are to be granted options. The expiry date
       and price payable upon the exercise of any option granted are fixed by
       the Board of Directors at the time of grant, subject to regulatory
       requirements. An option granted under the stock option plan may vest at
       such times as the Board of Directors of the Company may determine at the
       time of the grant, subject to the rules of any stock exchange or other
       regulatory body having jurisdiction. Options are not assignable.
       Provision is made for accelerated vesting in certain circumstances and
       early termination in the event of death or cessation of employment.

                                       13

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

10.    Stock option plan (continued):
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------
                                                 Options outstanding                   Options exercisable
                                   ---------------------------------------------  ----------------------------
                                                        Weighted

                                           Number        average        Weighted         Number       Weighted
                                     outstanding,      remaining         average   exercisable,        average
       Range of                     September 30,    contractual        exercise  September 30,       exercise
       exercise price                        2002   life (years)           price           2002         prices
       -------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>         <C>           <C>            <C>
       $  1.00 - $  3.65                1,816,364           1.22        $   2.68      1,118,400      $    1.73
       $  6.74 - $  9.90                  947,800           1.66            8.08        588,266           7.98
       $11.10 - $13.50                    225,000           1.51           11.19        250,000          11.10
       $15.50 - $17.80                    194,850           1.77           17.04        129,817          16.26

       -------------------------------------------------------------------------------------------------------
                                        3,184,014                                     2,086,483
       =======================================================================================================

       Changes in the employee stock option plans during the years ended
       September 30, 2002 and 2001, are as follows:

       -------------------------------------------------------------------------------------------------------
                                                          2002                                 2001
       -------------------------------------------------------------------------------------------------------
                                                                  Weighted                           Weighted
                                                                    average                            average
                                                                   exercise                           exercise
                                                   Options            price             Options          price
       -------------------------------------------------------------------------------------------------------

       Outstanding, beginning of year            2,973,316        $    8.70           3,703,316      $    8.96
       Granted                                   1,416,455             1.31             538,150          10.85
       Exercised                                   (97,725)            1.03            (192,900)          3.39
       Cancelled                                (1,108,032)            8.44          (1,075,250)         11.63

       -------------------------------------------------------------------------------------------------------
       Outstanding, end of year                  3,184,014             8.70           2,973,316           8.70
       =======================================================================================================

       Options exercisable, end of year          2,086,483        $    5.57           1,731,833      $    7.59

       =======================================================================================================
</TABLE>


                                       14

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

11.    General and administrative:

       Included in general and administrative expenses recorded in 2002 is
       $2,507,638 for facility consolidations and a workforce reduction. The
       following table details the components of the charge:

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

       Employee termination costs                                  $     515,638
       Lease obligations                                               1,992,000

       -------------------------------------------------------------------------
                                                                   $   2,507,638
       =========================================================================


       The following table details the activity in the accrued liability, which
       is included in accounts payable and accrued liabilities and long-term
       accrued liabilities (refer to note 8):

       ------------------------------------------------------------------------
                                        Employee
                                     termination            Lease
                                           costs      obligations         Total
       ------------------------------------------------------------------------

       Balance, October 1, 2001      $   357,212    $  4,508,652  $   4,865,864
       Charge                            515,638       1,992,000      2,507,638
       Cash payments                    (664,712)     (1,859,699)    (2,524,411)

       ------------------------------------------------------------------------
       Balance, September 30, 2002   $   208,138    $  4,640,953   $  4,849,091
       ========================================================================

                                       15

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

12.    Income taxes:

       The income tax recovery differs from the amount that would be computed by
       applying the statutory income tax rate of 39.12% (2001 - 42.12%) to the
       loss before income taxes. The reasons for the differences are as follows:

       -------------------------------------------------------------------------
                                                       2002                 2001
       -------------------------------------------------------------------------

       Computed tax recovery                   $(4,926,215)        $(18,914,240)

       Increase (decrease) resulting from:
           Permanent differences                  (311,037)            (175,132)
           Unrecognized benefit of tax losses    5,902,139           13,723,152
           Other                                  (664,887)           3,805,443

       -------------------------------------------------------------------------
                                               $        -          $ (1,560,777)
       =========================================================================

       The tax effects of temporary differences that give rise to significant
       portions of the future tax assets and future tax liabilities at September
       30, 2002 and 2001 are presented below:

       -------------------------------------------------------------------------
                                                       2002                 2001
       -------------------------------------------------------------------------

       Future tax assets:
           Tax loss carry forwards             $23,243,073         $ 14,970,782
           Reserves for disallowed expenses      1,721,018            1,581,477
           Other                                 1,249,257            1,054,903
       -------------------------------------------------------------------------
                                                26,213,348           17,607,162
           Less valuation allowance            (26,213,348)         (17,607,162)

       -------------------------------------------------------------------------
       Net future tax asset                    $        -          $          -
       =========================================================================


                                       16

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

12.    Income taxes (continued):

       The Company has certain tax losses available, which can be applied
       against future taxable income. The Company also has certain investment
       tax credits available in Canada, which can be applied against future
       taxes payable. As at September 30, 2002, these items expire as follows:

       -------------------------------------------------------------------------
                                                                   Investment
       Year ended September 30,               Tax losses          tax credits
       -------------------------------------------------------------------------

       2003                              $       166,449       $            -
       2004                                    1,113,744                    -
       2005                                    2,001,757                    -
       2006                                    2,907,720                    -
       2007                                   10,014,309                    -
       2008                                   25,445,122              294,801
       2009                                   13,962,562                    -
       Thereafter                              4,685,819                    -

       -------------------------------------------------------------------------
                                         $    60,297,482       $      294,801
       =========================================================================


13.    Financial instruments:

       (a) Fair value:

           The fair value of all financial assets and liabilities approximates
           their carrying value due to their short maturities, based on
           management's estimates.

       (b) Credit risk:

           The Company is subject to risk of non-payment of accounts receivable.
           The Company mitigates this risk by monitoring the credit worthiness
           of its customers.

       (c) Foreign exchange risk:

           The Company undertakes sales and purchase transactions in foreign
           currencies, and therefore may be adversely affected by fluctuations
           in foreign currencies. To date, the Company has not entered into any
           foreign currency derivative arrangements to mitigate this risk.

                                       17

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

14.    Commitments:

       The Company is committed to the following minimum lease payments on
       operating leases for office premises and equipment for the fiscal years
       ending September 30:

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

       2003                                              $     3,610,000
       2004                                                    3,310,000
       2005                                                    2,870,000
       2006                                                    2,940,000
       2007                                                    3,120,000
       2008 and thereafter                                    13,060,000

       -------------------------------------------------------------------------
                                                        $     28,910,000
       =========================================================================


15.    Segmented information:

       The Company operates principally in one reportable business segment, the
       development, marketing and distribution of unified communications and
       collaborative software solutions. Financial information by geographic
       area is as follows:

       (a) Revenue:

       -------------------------------------------------------------------------
                                                       2002                 2001
       -------------------------------------------------------------------------

           Canada                           $     1,819,989       $    3,411,493
           United States                          8,291,061            6,584,021
           Europe                                 8,421,818            7,155,523

       -------------------------------------------------------------------------
                                            $    18,532,868       $   17,151,037
       =========================================================================

       (b) Capital assets and intangible assets:

       -------------------------------------------------------------------------
                                                    Capital           Intangible
           2002                                      assets               assets
       -------------------------------------------------------------------------

           Canada                           $     3,112,825       $           -
           United States                                  -                   -
           Europe                                   274,117           2,295,408

       -------------------------------------------------------------------------
                                            $     3,386,942       $   2,295,408
       =========================================================================


                                       18

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------




15.    Segmented information (continued):

       -------------------------------------------------------------------------
                                                    Capital           Intangible
           2001                                      assets               assets
       -------------------------------------------------------------------------

           Canada                            $   4,093,095        $     169,170
           United States                            25,852                    -
           Europe                                  397,544            3,245,229

       -------------------------------------------------------------------------
                                             $   4,516,491        $   3,414,399
       =========================================================================


16.    Related party transactions:

       Management fees paid to directors and companies controlled by directors
       amounted to $35,000 (2001 - $133,450) during the year.

17.    United States generally accepted accounting principles:

       These financial statements have been prepared in accordance with Canadian
       generally accepted accounting principles ("Canadian GAAP"), which conform
       in all material respects with those in the United States ("U.S. GAAP")
       during the years presented, except as described below.

                                       19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

17.    United States generally accepted accounting principles (continued):

       The following table reconciles loss for the year as reported in the
       accompanying consolidated statements of operations to the loss for the
       year that would have been reported had the consolidated financial
       statements been prepared in accordance with U.S. GAAP.
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------
                                                                                     2002                 2001
       -------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                   <C>
       Loss for the year in accordance with Canadian GAAP                $    (12,592,574)     $   (43,344,826)
       Effect of adjustments for stock-based
         compensation (a)                                                      (1,112,000)           9,041,000
       Amortization of additional goodwill (c)                                          -             (245,451)

       -------------------------------------------------------------------------------------------------------
       Loss for the year in accordance with U.S. GAAP                    $    (13,704,574)     $    34,549,277
       =======================================================================================================

       Basic and diluted loss per common share -
         U.S. GAAP (d)                                                   $          (0.57)     $         (1.44)

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

       Weighted average number of common
         shares outstanding (d)                                                24,114,660           23,929,199

       =======================================================================================================
</TABLE>


                                       20

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

17.    United States generally accepted accounting principles (continued):

       The following table reconciles the items in the Company's 2002 and 2001
       consolidated balance sheets affected by U.S. GAAP with the equivalent
       amounts that would have been reported had the financial statements been
       presented in accordance with U.S. GAAP.
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------
                                                                                 Deferred
                                                                              stock-based           Additional
                                                                             compensation              paid-in
       2002                                                   Deficit             expense              capital
       -------------------------------------------------------------------------------------------------------
<S>                                                <C>                    <C>                 <C>
       As shown in the consolidated
         balance sheet in accordance
         with Canadian GAAP at
         September 30, 2002                        $      (81,390,465)    $             -     $              -
       Effect of adjustments for stock-based
         compensation - stock options (a)                  (5,993,000)           (305,000)           6,298,000
       Effect of adjustments for stock-based
         compensation - escrow shares (b)                (167,298,000)                  -          167,298,000
       Amortization of additional goodwill (c)               (654,542)                                 654,542

       -------------------------------------------------------------------------------------------------------
       In accordance with U.S. GAAP
         at September 30, 2002                     $     (255,336,007)    $      (305,000)    $    174,250,542
       =======================================================================================================

       -------------------------------------------------------------------------------------------------------
                                                                                Deferred
                                                                              stock-based           Additional
                                                                             compensation              paid-in
       2001                                                   Deficit             expense              capital
       -------------------------------------------------------------------------------------------------------

       As shown in the consolidated balance
         sheet in accordance with Canadian
         GAAP at September 30, 2001                $      (68,797,891)    $             -     $              -
       Effect of adjustments for stock-based
         compensation - stock options (a)                  (4,881,000)         (1,711,000)           6,592,000
       Effect of adjustments for stock-based
         compensation - escrow shares (b)                (167,298,000)                  -          167,298,000
       Amortization of additional goodwill (c)               (654,542)                  -              654,542

       -------------------------------------------------------------------------------------------------------
       In accordance with U.S. GAAP
         at September 30, 2001                     $     (241,631,433)    $    (1,711,000)    $    174,544,542
       =======================================================================================================
</TABLE>


       (a) Stock-based compensation:

           Under Canadian GAAP, no compensation expense is recognized when stock
           options are issued. Any consideration paid on the exercise of stock
           options is recorded as an increase to capital stock.

                                       21

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

17.    United States generally accepted accounting principles (continued):


       Under U.S. GAAP, Statement of Financial Accounting Standards ("SFAS") No.
       123, establishes financial accounting and reporting standards for
       stock-based employee compensation plans as well as transactions in which
       an entity issues its equity instruments to acquire goods or services from
       non-employees. As permitted by the SFAS No. 123, the Company has elected
       to continue to follow the intrinsic value method of accounting for
       stock-based compensation arrangements, as provided for in APB 25. During
       the fiscal years ended September 30, 2002 and 2001 as well as for fiscal
       years prior to 2001, certain compensatory employee stock options were
       issued at an option price less than the estimated market price. In
       accordance with Accounting Principles Board ("APB") 25, the difference
       between the estimated market price and the option price was recorded as
       deferred stock compensation expense and is being amortized to earnings
       over the vesting period.

       Under U.S. GAAP, the Company accounts for equity instruments issued to
       non-employees using the fair value method in accordance with the
       provisions of SFAS No. 123 and Emerging Issues Task Force Issue No.
       96-18, "Accounting for Equity Instruments that are Issued to Other than
       Employees for Acquiring or in Conjunction with Selling, Goods or
       Services".

       Under U.S. GAAP, equity instruments issued to non-employees that are
       fully vested and non-forfeitable are measured at fair value at the
       issuance date and expensed in the period over which the benefit is
       expected to be received. Equity instruments issued to non-employees which
       are either unvested or forfeitable, for which counterparty performance is
       required for the equity instrument to be earned, are measured initially
       at fair value and subsequently adjusted for changes in fair value until
       the earlier of: (i) the date at which a commitment for performance is
       required for performance by the counterparty to earn the equity
       instrument, is reached, or (ii) the date at which the counterparty's
       performance is complete.

       Accordingly, for U.S. GAAP purposes, for the year ended September 30,
       2002, net loss would be increased by $1,112,000 (2001 - decreased by
       $9,041,000) from the amount reported for Canadian GAAP purposes. As at
       September 30, 2002, additional paid-in capital would be decreased by
       $294,000 (2001 - decreased by $9,551,000) and deferred compensation
       expense would be decreased by $1,406,000 (2001 - decreased by $510,000)
       from the amounts reported for Canadian GAAP purposes. The effect on
       fiscal years prior to 2001 would result in an increase in the deficit of
       $13,922,000, an increase in deferred stock compensation expense of
       $2,221,000 and an increase in additional paid-in capital of $16,143,000
       at September 30, 2000.

                                       22

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

17.    United States generally accepted accounting principles (continued):

       (b) Stock-based compensation - escrow shares:

           Under U.S. GAAP, the Company records compensation on the date that
           the condition for release of shares from escrow is met, calculated as
           the difference between the issue price and the market price.
           Compensation is further recorded under variable accounting for all
           options subject to escrow until such date as the conditions for
           release are attained.

           Under Canadian GAAP, there is no requirement to record compensation
           on the release of shares from escrow. Compensation expense of
           $167,298,000 would be reported under U.S. GAAP in the years prior to
           2001 and would result in an increase of the same amount in the
           additional paid-in capital, deficit and net loss.

           1997 escrow agreement:

           Pursuant to an agreement dated December 15, 1997 (the "1997 escrow
           agreement"), the initial three shareholders, directors and promoters
           of the Company placed 4,3700,000 common shares in escrow. The shares
           were issued at $0.01 each prior to the Company becoming public. Of
           these shares, 4,000,000 were designated as performance shares with
           the balance subject to automatic release on September 30, 1998. The
           performance shares were subject to escrow restrictions to the effect
           that they could not be traded or dealt with in any manner whatsoever
           but could be released on a pro-rata basis based upon a schedule of
           releases over the period from September 16, 1998 to September 16,
           2002 subject to the satisfaction of additional performance
           requirements based on cash flow.

           Under U.S. GAAP, compensation would be accrued on the 4,000,000
           performance shares at the date when the performance criteria are met,
           calculated as the difference between the market price at that date
           and the issue price. As the performance criteria were not met, no
           compensation was recorded on the performance shares until the escrow
           agreement was modified (see 2000 escrow agreement).

                                       23

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

17.    United States generally accepted accounting principles (continued):

           1999 escrow agreement:

           Pursuant to an agreement dated June 23, 1999 (the "1999 escrow
           agreement"), the Company placed into escrow 4,121,454 of the
           4,363,635 common shares issued in exchange for the issued shares of
           the SoftArc Group. The 1999 escrow shares were subject to escrow
           restrictions to the effect that they could not be traded or dealt
           with in any manner whatsoever but could be released pro-rata based
           upon a schedule of releases over the period from September 30, 1999
           to September 30, 2002 subject to the satisfaction of additional
           performance requirements based on gross revenue.

           Based on management's estimates of future gross revenue, it was
           considered probable that the shares would be released from escrow on
           the date of their issuance. Accordingly, under U.S. GAAP,
           compensation expense was recorded at that date, calculated as the
           difference between the market price and the issue price. Variable
           accounting continues through to the settlement of the arrangement.

           As a result of this escrow agreement, under US. GAAP, compensation of
           $78,952,000 and $386,000 would be recorded in the years ended
           September 30, 2000 and 1999, respectively.

           2000 escrow agreement:

           During the year ended September 30, 2000, the Company made
           application and received permission to modify the 1997 and 1999
           escrow agreements. The modified escrow agreement provided for the
           automatic release of the escrowed shares at various specified dates
           and provided that all shares would be released by September 2002.

           As a result of the modification of the escrow agreement, dated March
           24, 2000, all shares held in escrow were subject to release and,
           accordingly, under U.S. GAAP, compensation expense of $87,960,000
           would be recorded during the year ended September 30, 2000 related to
           the 1997 escrow agreement, while no additional compensation would be
           recorded under the 1999 escrow agreement.

                                       24

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------




17.    United States generally accepted accounting principles (continued):


       (c) Additional purchase consideration:


           For the purpose of reporting under U.S. GAAP, the aggregate purchase
           price recorded on an acquisition is based on the average closing
           market price of the Company's common shares on the dates around the
           announcement of the acquisition. For the purposes of reporting under
           Canadian GAAP for business combinations prior to July 1, 2001, the
           aggregate purchase price is based on the closing price prior to the
           date of the acquisition less an applicable discount.

           Under U.S. GAAP, the aggregate purchase price of the Company's
           acquisition of SoftArc Group was based on the average closing market
           price two days before and two after the announcement date of the
           acquisition, resulting in additional goodwill and additional paid-in
           capital of $654,542. Amortization of the additional goodwill
           increased amortization expense by $245,451 for the year ended
           September 30, 2001. The effect on fiscal years prior to 2001 resulted
           in an increase in the deficit of $409,091 and a reduction in goodwill
           of $409,091.

       (d) Recently issued accounting standards not yet implemented:

           (i)  SFAS No.  141 -  Business  Combinations  and SFAS No.  142 -
                Goodwill and Other Intangibles:

                On June 29, 2001, the Financial Accounting Standard Board
                ("FASB") approved for issuance SFAS No. 141, "Business
                Combinations" and SFAS No. 142, "Goodwill and Other Intangible
                Assets". SFAS 141 requires that the purchase method of
                accounting be used for all business combinations initiated after
                June 30, 2001. As a result, the pooling-of-interests method will
                be prohibited. SFAS No. 142 changes the accounting for goodwill
                from an amortization method to an impairment-only approach.
                Thus, amortization of goodwill, including goodwill recorded in
                past business combinations, will cease upon adopting of SFAS No.
                142 which, for the Company, will be October 1, 2002; however,
                for any acquisitions completed after June 30, 2001, goodwill and
                intangible assets with an indefinite life will not be amortized.

                The adoption of SFAS No. 141 will not have an impact on the
                Company as it has applied the purchase method to all previous
                business combinations. The Company has evaluated the impact of
                adopting SFAS No. 142 and has determined that it will not be
                required to recognize any new identifiable intangible assets
                apart from goodwill or record any transitional impairment
                losses.

                                       25

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)





17.    United States generally accepted accounting principles (continued):


           (ii) SFAS No. 143 - Accounting for Asset Retirement Obligations:

                In June 2001, FASB approved SFAS No. 143, "Accounting for Asset
                Retirement Obligations". That standard requires entities to
                record the fair value of a liability for an asset retirement
                obligation in the period in which it is incurred. When the
                liability is initially recorded, the entity capitalizes a cost
                by increasing the carrying amount of the related long-lived
                asset. Over time, the liability is accreted to its present value
                each period, and the capitalized cost is amortized over the
                useful life of the related asset. Upon settlement of the
                liability, an entity either settles the obligation for its
                recorded amount or incurs a gain or loss upon settlement. SFAS
                No. 143 is applicable for years beginning after June 15, 2002.
                The Company has not yet determined the effects of the new
                standard, if any, on its financial statements.

          (iii) SFAS No. 144 - Accounting  for  Impairment  or Disposal of
                Long-Lived Assets:

                In October 2001, FASB issued SFAS No. 144, "Accounting for the
                Impairment or Disposal of Long-Lived Assets". SFAS supercedes
                SFAS No. 121, and the accounting and reporting provisions of APB
                30 for the disposal of a segment of a business. The provisions
                of SFAS No. 144 are effective for fiscal years beginning after
                December 15, 2001. The Company has determined that the adoption
                of the standard will have no effect on its business, results of
                operations and financial condition.

           (iv) SFAS No. 146 - Accounting for Costs  Associated with Exit or
                Disposal Activities:

                In July 2001, FASB issued SFAS No. 146, "Accounting for Costs
                Associated with Exit or Disposal Activities". SFAS No. 146
                addressed financial accounting and reporting for costs
                associated with exit or disposal activities and nullifies
                Emerging Issues Task Force Issue No. 94-3, "Liability
                Recognition for Certain Employee Termination Benefits and Other
                Costs to Exit an Activity (including Certain Costs incurred in a
                Restructuring)". The principal differences between SFAS No. 46
                and Issue No. 94-3 related to its requirements for recognition
                of a liability for a cost associated with an exit or disposal
                activity. SFAS No. 46 requires that a liability for a cost
                associated with an exit or disposal activity be recognized at
                the date of an entity's commitment to an exit plan. The
                provisions of SFAS No. 46 are effective for exit or disposal
                activities that are initiated after December 31, 2002. The
                Company has determined that the adoption of the standard will
                have no effect on its financial statements.

                                       26

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements (continued)

Years ended September 30, 2002 and 2001
(expressed in Canadian dollars)
--------------------------------------------------------------------------------

18.    Subsequent event:

       On November 1, 2002, the Company was acquired by and amalgamated with
       3801853 Canada Inc., a wholly owned subsidiary of Open Text Corporation.
       As a result of the acquisition, the Company's Class A common shares were
       de-listed from the Toronto Stock Exchange ("TSX").

19.    Comparative figures:

       Certain comparative figures have been reclassified to conform with the
       financial statement presentation adopted in the current year.

                                       27

</TEXT>
</DOCUMENT>
