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<SEC-DOCUMENT>0000927016-03-000168.txt : 20030117
<SEC-HEADER>0000927016-03-000168.hdr.sgml : 20030117
<ACCEPTANCE-DATETIME>20030117171000
ACCESSION NUMBER:		0000927016-03-000168
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20021101
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030117

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OPEN TEXT CORP
		CENTRAL INDEX KEY:			0001002638
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
		IRS NUMBER:				980154400
		STATE OF INCORPORATION:			K6
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27544
		FILM NUMBER:		03518333

	BUSINESS ADDRESS:	
		STREET 1:		185 COLUMBIA ST W
		STREET 2:		WATERLOO
		CITY:			ONTARIO CANADA
		STATE:			A6
		ZIP:			N2L 5Z5

	MAIL ADDRESS:	
		STREET 1:		185 COLUMBIA ST W
		STREET 2:		WATERLOO
		CITY:			ONTARIO CANADA
		ZIP:			M2L 5Z5
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>d8ka.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 8-K/A
             AMENDMENT NO. 1 TO FORM 8-K FILED ON NOVEMBER 18, 2002

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 1, 2002

                              Open Text Corporation
          -----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>

                Ontario                                 0-27544                              98-0154400
      ---------------------------              -------------------------              -----------------
<S>                                            <C>                               <C>
     (State or Other Jurisdiction of            (Commission File Number)          (IRS Employer Identification No.)
             Incorporation)
</TABLE>

           185 Columbia Street West, Waterloo, Ontario, Canada N2L5Z5
         -------------------------------------------------------------
                    (Address of principal executive offices)

                                 (519) 888-7111
           ----------------------------------------------------------
               Registrant's telephone number, including area code







                         Exhibit Index Located on Page 5

<PAGE>

         This Current Report on Form 8-K/A is filed by Open Text Corporation, an
Ontario corporation, as an amendment to that certain Current Report on Form 8-K
dated November 18, 2002 to include the information required by Item 7.

Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits

         The following financial statements and exhibits are filed as part of
this report, where indicated:

     (a)  Financial statements of the business acquired.

         The following audited financial statements of Centrinity Inc.
("Centrinity") are included as Exhibit 99.2 to this Current Report on Form
8-K/A:

               Report of the Independent Auditors

               Consolidated Balance Sheet as of September 30, 2002

               Consolidated Statement of Operations and deficit for the year
               ended September 30, 2002

               Consolidated Statement of Cash Flows for the year ended September
               30, 2002

               Notes to the Consolidated Financial Statements

         The following audited financial statements of Centrinity are included
as Exhibit 99.3 to this Current Report on Form 8-K/A:

               Report of the Independent Auditors

               Consolidated Balance Sheet as of September 30, 2001

               Consolidated Statement of Operations for the year ended September
               30, 2001

               Consolidated Statement of Cash Flows for the year ended September
               30, 2001

               Notes to the Consolidated Financial Statements

     (b)  Pro forma financial information

         The following unaudited pro forma financial information of Open Text
         Corporation and Centrinity is included as Exhibit 99.4 to this Current
         Report on Form 8-K/A:

               Unaudited Pro Forma Condensed Combined Balance Sheet as of
               September 30, 2002

<PAGE>

               Unaudited Pro Forma Condensed Combined Statement of Income for
               the three-month period ended September 30, 2002

               Unaudited Pro Forma Condensed Combined Statement of Income for
               the twelve-month period ended June 30, 2002

               Notes to the Unaudited Pro Forma Condensed Combined Financial
               Statements

     (c)  Exhibits

     Exhibit No.        Description

     The Exhibits that are filed with this Current Report on Form 8-K/A are set
     forth in the Exhibit Index to this Current Report on Form 8-K/A.

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                           OPEN TEXT CORPORATION



January 17, 2003                           By:  /s/ P. Thomas Jenkins
                                                -------------------------------
                                                P. Thomas Jenkins
                                                  Chief Executive Officer

<PAGE>

                                  EXHIBIT INDEX

    Exhibit No.                      Description

        23.1    Independent Auditors' Consent of Deloitte & Touche LLP

        23.2    Independent Auditors' Consent of KPMG LLP

        99.2    The following audited financial statements of Centrinity:

                Report of the Independent Auditors

                Consolidated Balance Sheet as of September 30, 2002

                Consolidated Statement of Operations and Deficit for the year
                ended September 30, 2002

                Consolidated Statement of Cash Flows for the year ended
                September 30, 2002

                Notes to the Consolidated Financial Statements

        99.3    The following audited financial statements of Centrinity:

                Report of the Independent Auditors

                Consolidated Balance Sheet as of September 30, 2001

                Consolidated Statement of Operations and Deficit for the year
                ended September 30, 2001

                Consolidated Statement of Cash Flows for the year ended
                September 30, 2001

                Notes to the Consolidated Financial Statements

        99.4    The following unaudited pro forma financial information of Open
                Text Corporation and Centrinity:

                Unaudited Pro Forma Condensed Combined Balance Sheet as of
                September 30, 2002

                Unaudited Pro Forma Condensed Combined Statement of Income for
                the three months ended September 30, 2002

                Unaudited Pro Forma Condensed Combined Statement of Income for
                the year ended June 30, 2002

                Notes to the Unaudited Pro Forma Condensed Combined Financial
                Statements






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.1

Independent Auditors' Consent

We consent to the incorporation by reference in the following Registration
Statements of Open Text Corporation of our report on the financial statements of
Centrinity Inc. dated November 12, 2001, except as to note 17, which is as of
January 6, 2003 appearing in this Current Report of Open Text Corporation on
Form 8-K/A dated January 16, 2003:

o    Stock Option Grants to P. Thomas Jenkins, Michael F. Farrell and Saman
     Farazdaghi; Employee Stock Option Plan; Restated 1995 Flexible Stock
     Incentive Plan; 1995 Replacement Stock Option Plan; 1995 Supplementary
     Stock Option Plan; and 1995 Directors Stock Option Plan (Registration
     Statement No. 333-5474).

o    1995 Directors Stock Option Plan and Restated 1995 Flexible Stock Incentive
     Plan (Registration Statement No. 333-6934).

o    Restated 1995 Flexible Stock Incentive Plan (Registration Statement No.
     333-08606).

o    Employee Stock Purchase Plan (Registration Statement No. 333-08604)

o    1998 Stock Option Plan (Registration Statement No. 333-10220).

o    Restated 1995 Flexible Stock Incentive Plan (Registration Statement No.
     333-08608).

o    1998 Stock Option Plan and Employee Stock Purchase Plan (Registration
     Statement No. 333-87024).



/s/ Deloitte & Touche LLP
Chartered Accountants

Toronto, Ontario
January 16, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

To the Board of Directors of Open Text Corporation

We consent to the incorporation by reference in the following registration
statements of Open Text Corporation of our report dated January 16, 2003, with
respect to the consolidated balance sheet of Centrinity Inc. as of September 30,
2002, and the related consolidated statements of earnings and deficit and cash
flows for the year ended September 30, 2002, which report appears in this Form
8-K/A of Open Text Corporation:

o    Stock Option Grants to P. Thomas Jenkins, Michael F. Farrell and Saman
     Farazdaghi; Employee Stock Option Plan; Restated 1995 Flexible Stock
     Incentive Plan; 1995 Replacement Stock Option Plan; 1995 Supplementary
     Stock Option Plan; and 1995 Directors Stock Option Plan (Registration
     Statement No. 333-5474).

o    1995 Directors Stock Option Plan and Restated 1995 Flexible Stock Incentive
     Plan (Registration Statement No. 333-6934).

o    Restated 1995 Flexible Stock Incentive Plan (Registration Statement No.
     333-08606).

o    Employee Stock Purchase Plan (Registration Statement No. 333-08604)

o    1998 Stock Option Plan (Registration Statement No. 333-10220).

o    Restated 1995 Flexible Stock Incentive Plan (Registration Statement No.
     333-08608).

o    1998 Stock Option Plan and Employee Stock Purchase Plan (Registration
     Statement No. 333-87024).



/s/ KPMG LLP
Chartered Accountants


Toronto, Canada
January 17, 2003

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>dex993.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF CENTRINITY FOR 2001
<TEXT>
<PAGE>

                                                                    Exhibit 99.3

Consolidated Financial Statements of

CENTRINITY INC.

September 30, 2001 and 2000





<PAGE>

Independent Auditors' Report

To the Directors of
Centrinity Inc.

We have audited the consolidated balance sheet of Centrinity Inc. as at
September 30, 2001 and 2000 and the consolidated statements of operations and
deficit and of cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards and auditing standards generally accepted in the United States of
America. 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at September 30,
2001 and 2000 and the results of its operations and its cash flows for the years
then ended in accordance with Canadian generally accepted accounting principles.

/s/ Deloitte & Touche LLP
Chartered Accountants

Toronto, Ontario
November 12, 2001
(except as to Note 17 which is as of January 6, 2003)

<PAGE>


CENTRINITY INC.
Consolidated Balance Sheets
September 30, 2001 and 2000
(expressed in Canadian dollars)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                                                             2001               2000
                                                                 ----------------   ----------------
ASSETS

CURRENT
<S>                                                              <C>                <C>
   Cash and cash equivalents (Note 4)                            $     20,194,828   $     48,215,328
   Accounts receivable (Note 5)                                         4,859,522          3,782,606
   Inventory                                                              466,638            347,456
   Prepaid expenses and deposits                                        1,053,364          1,328,521
- ----------------------------------------------------------------------------------------------------
                                                                       26,574,352         53,673,911

CAPITAL ASSETS (Note 6)                                                 4,516,491          2,303,588

INTANGIBLE ASSETS (Note 7)                                              3,414,399          9,291,514
- ----------------------------------------------------------------------------------------------------
                                                                 $     34,505,242   $     65,269,013
====================================================================================================

LIABILITIES

CURRENT
   Accounts payable and accrued liabilities                      $      9,024,515   $      4,740,576
   Income taxes payable                                                    71,118            130,000
   Deferred revenue                                                     3,136,795            790,707
   Current portion of obligation under capital lease (Note 8)             233,713              -
- ----------------------------------------------------------------------------------------------------
                                                                       12,466,141          5,661,283

DEFERRED REVENUE                                                        1,282,085            382,404

OBLIGATION UNDER CAPITAL LEASE (Note 8)                                   574,533              -

ACCRUED LIABILITIES (Note 9)                                            1,381,576              -

FUTURE INCOME TAX LIABILITIES (Note 12)                                     -              1,598,657
- ----------------------------------------------------------------------------------------------------
                                                                       15,704,335          7,642,344
- ----------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY

SHARE CAPITAL (Note 10)                                                87,598,798         83,079,734

DEFICIT                                                               (68,797,891)       (25,453,065)
- ----------------------------------------------------------------------------------------------------
                                                                       18,800,907         57,626,669
- ----------------------------------------------------------------------------------------------------
                                                                 $     34,505,242   $     65,269,013
====================================================================================================
</TABLE>



                                                                    Page 1 of 19

<PAGE>


CENTRINITY INC.
Consolidated Statements of Operations and Deficit
For the years ended September 30, 2001 and 2000
(expressed in Canadian dollars)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                                                2001               2000
                                                    ----------------   ----------------
<S>                                                 <C>                <C>
REVENUE                                             $     17,151,037   $     11,589,132

DIRECT COST OF INVENTORY SOLD                              1,244,166            624,736
- ---------------------------------------------------------------------------------------
GROSS PROFIT                                              15,906,871         10,964,396
- ---------------------------------------------------------------------------------------

EXPENSES
   Sales, marketing and sales support                     31,724,456         12,229,567
   Research and development                                5,231,083          3,137,287
   General and administrative                             18,191,049          6,599,906
   Amortization of capital assets                          1,166,031            782,284
- ---------------------------------------------------------------------------------------
                                                          56,312,619         22,749,044
- ---------------------------------------------------------------------------------------

LOSS BEFORE UNDERNOTED ITEMS                             (40,405,748)       (11,784,648)

INTEREST INCOME                                            1,696,229            917,991

FOREIGN EXCHANGE GAINS                                     1,121,031            392,234

AMORTIZATION OF INTANGIBLES ASSETS                        (7,317,115)        (8,659,937)
- ---------------------------------------------------------------------------------------
LOSS BEFORE FUTURE INCOME TAXES                          (44,905,603)       (19,154,360)

FUTURE INCOME TAXES                                        1,560,777          1,723,426
- ---------------------------------------------------------------------------------------
NET LOSS                                                 (43,344,826)       (17,430,934)

DEFICIT, BEGINNING OF YEAR                               (25,453,065)        (8,022,131)
- ---------------------------------------------------------------------------------------
DEFICIT, END OF YEAR                                $    (68,797,891)  $    (25,453,065)
=======================================================================================

LOSS PER SHARE - BASIC                              $          (1.81)  $         (0.96)
=======================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                     23,929,199         18,240,000
=======================================================================================
</TABLE>




                                                                    Page 2 of 19

<PAGE>



CENTRINITY INC.
Consolidated Statements of Cash Flows
For the years ended September 30, 2001 and 2000
(expressed in Canadian dollars)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                                                            2001               2000
                                                                ----------------   ----------------
<S>                                                             <C>                <C>
NET (OUTFLOW) INFLOW OF CASH RELATED
   TO THE FOLLOWING ACTIVITIES

OPERATING
   Net loss for the year                                        $    (43,344,826)  $    (17,430,934)
   Items not affecting cash
     Amortization of capital and intangible assets                     8,483,146          9,462,221
     Write-down of capital assets                                      1,006,802              -
     Future income taxes                                              (1,598,657)        (1,853,426)
- ---------------------------------------------------------------------------------------------------
                                                                     (35,453,535)        (9,822,139)

   Change in non-cash working capital items
     Accounts receivable                                              (1,076,916)        (1,724,885)
     Inventory                                                          (119,182)          (190,863)
     Prepaid expenses and deposits                                       275,157           (367,364)
     Accounts payable and accrued liabilities                          5,665,515          2,377,529
     Income taxes payable                                                (58,882)           130,000
     Deferred revenue                                                  3,245,769            870,232
- ---------------------------------------------------------------------------------------------------
                                                                     (27,522,074)        (8,727,490)
- ---------------------------------------------------------------------------------------------------

INVESTING
   Acquisition of capital assets                                      (3,577,490)        (2,406,250)
   Acquisition of subsidiaries                                             -                787,583
- ---------------------------------------------------------------------------------------------------
                                                                      (3,577,490)        (1,618,667)
- ---------------------------------------------------------------------------------------------------

FINANCING
   Repayment of notes payable                                              -             (1,500,000)
   Issuance of shares and warrants, net of costs of issuance           3,079,064         56,671,050
- ---------------------------------------------------------------------------------------------------
                                                                       3,079,064         55,171,050
- ---------------------------------------------------------------------------------------------------

NET CASH (OUTFLOW) INFLOW                                            (28,020,500)        44,824,893

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR                                                  48,215,328          3,390,435
- ---------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
   END OF YEAR                                                  $     20,194,828   $     48,215,328
===================================================================================================
SUPPLEMENTARY FINANCIAL INFORMATION
   Interest received                                            $      1,515,839   $        917,991
   Interest paid                                                $          -       $         79,260

NON-CASH TRANSACTIONS
   Issue of shares on acquisitions (Note 3)                     $      1,440,000   $      3,560,000
   Acquisition of capital assets financed by lease obligations  $        808,246   $          -
</TABLE>






                                                                    Page 3 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------



1.     DESCRIPTION OF BUSINESS

       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.

2.     SIGNIFICANT ACCOUNTING POLICIES

       These financial statements have been prepared in accordance with Canadian
       generally accepted accounting principles ("Canadian GAAP") and reflect
       the following policies:

       Basis of presentation

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

       Cash equivalents

       For the purposes of the consolidated statements of cash flows, cash
       equivalents are defined as highly liquid investments with maturities of
       three months or less.

       Inventory

       Inventory is valued at the lower of cost and net realizable value. Cost
       is determined on the average cost basis.

       Intangible assets

       Intangible assets include amounts allocated to the fair value of customer
       lists, 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.

       Capital assets

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

             Office equipment and furniture           - 20% declining-balance
             Computer equipment                       - 30% declining-balance
             Trade show booth                         - 20% declining-balance
             Computer software and reference material - 1 year straight-line
             Leasehold improvements                   - Term of lease




                                                                    Page 4 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

       Revenue recognition and deferred revenues

       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 the resulting receivable is probable.

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

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

       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.

       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 except for credits related
       to capital assets, which are recorded as a reduction in the cost of the
       assets.

       Foreign currency translation

       The Company's foreign subsidiaries are considered to be integrated
       foreign operations. Foreign-denominated monetary assets and liabilities
       of Canadian and foreign operations are translated into Canadian dollars
       at the rates of exchange prevailing at the balance sheet dates. Other
       assets and liabilities denominated in foreign currencies are translated
       at the exchange rate prevailing when the assets were acquired or the
       liabilities incurred. Revenues 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 net income.




                                                                    Page 5 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

       Stock-based compensation plans

       The Company has one stock-based compensation plan, which is described in
       Note 11. No compensation expense is recognized for this plan when stock
       options are issued to employees. Any consideration paid by employees on
       exercise of stock options is credited to share capital.

       Basic and diluted net loss per share

       The basic loss per common share is calculated using the weighted average
       number of shares outstanding during each reporting period. No fully
       diluted calculation is disclosed as it would reduce the net loss per
       share.

       Use of estimates

       The preparation of financial statements in conformity with Canadian 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.

3.     ACQUISITIONS

       On March 9, 2000, the Company acquired all of the outstanding common
       shares of Centrinity AB (formerly FC Sweden AB), which distributes and
       provides consulting services for the Company's products in Sweden. This
       transaction was accounted for as a purchase. The consolidated financial
       statements include the operating results of the business from the date of
       acquisition.

       Details of the consideration and the fair values of the net assets
       acquired are as follows:

       Net assets acquired
         Non-cash working capital (net of cash of $853,583)  $      (462,859)
         Capital assets                                              213,442
         Goodwill                                                  4,461,834
       ---------------------------------------------------------------------
                                                             $     4,212,417
       =====================================================================

       Consideration
         Common stock (290,000 shares issued)                $     5,000,000
         Cash acquired                                              (853,583)
         Acquisition costs                                            66,000
       ---------------------------------------------------------------------
                                                             $     4,212,417
       =====================================================================

       Goodwill and acquired intangibles are amortized over five years on a
       straight line basis.




                                                                    Page 6 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

3.     ACQUISITIONS (continued)

       The purchase agreement includes contingent consideration, which,
       depending on the revenue of the acquired company during the fiscal years
       ended December 31, 2000 and December 31, 2001 could amount to the
       issuance of an additional 200,000 shares of common stock. The maximum
       number of shares issuable in each year is 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
       an ascribed value of $1,440,000. This amount was added to the Company's
       goodwill at December 31, 2000 and is reflected in the above details of
       the consideration and fair value of the net assets acquired. The
       additional goodwill is being amortized over the remaining life of the
       intangible assets. Additional contingent consideration relating to the
       December 31, 2001 revenue targets is not readily determinable at this
       time and has not therefore been reflected in the financial statements.

4.     CASH AND CASH EQUIVALENTS

       Included in cash and cash equivalents is $1.4 million of restricted cash
       that is pledged as collateral for letters of credit in connection with
       future lease payments.

5.     ACCOUNTS RECEIVABLE
                                                              2001        2000
                                                        ----------   ---------
       Trade                                             $5,530,827  $4,291,096
       Less allowance for doubtful accounts                (671,305)   (508,490)
       ------------------------------------------------------------------------
                                                         $4,859,522  $3,782,606
       ========================================================================
6.     CAPITAL ASSETS
                                                           2001
                                              ----------------------------------
                                                         Accumulated   Net Book
                                                 Cost    Amortization    Value
                                              ---------- ------------ ----------
       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
       ========================================================================

       Included in office equipment and furniture are assets under capital lease
       with a net book value of $565,746.




                                                                    Page 7 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

6.     CAPITAL ASSETS (continued)
                                                                      2000
                                              -----------------------------------------
                                                             Accumulated      Net Book
                                                 Cost        Amortization      Value
                                              -----------   -------------   -----------
<S>                                           <C>           <C>             <C>
      Office equipment and furniture          $ 1,066,430   $     518,709   $   547,721
      Computer equipment                        3,445,072       1,939,352     1,505,720
      Trade show booth                            404,178         296,764       107,414
      Computer software and reference material    399,092         256,359       142,733
      ---------------------------------------------------------------------------------
                                              $ 5,314,772   $   3,011,184   $ 2,303,588
      =================================================================================

7.     INTANGIBLE ASSETS
                                                                  2001
                                              -----------------------------------------
                                                Acquired     Accumulated      Net Book
                                                 Value       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
      =================================================================================

                                                                 2000
                                              -----------------------------------------
                                                Acquired     Accumulated      Net Book
                                                  Value      Amortization       Value
                                              -----------   -------------   -----------
      Acquired technology                     $10,730,195   $   6,464,705   $ 4,265,490
      Goodwill                                  9,292,998       4,266,974     5,026,024
      ---------------------------------------------------------------------------------
                                              $20,023,193   $  10,731,679   $ 9,291,514
      =================================================================================
8.     OBLIGATION UNDER CAPITAL LEASE

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

      Year ending September 30
         2002                                                               $   283,920
         2003                                                                   283,920
         2004                                                                   337,285
      ---------------------------------------------------------------------------------
      Total lease payments                                                      905,125
      Less amount representing interest at 8%                                    96,879
      ---------------------------------------------------------------------------------
      Total present value of minimum capital lease payments                     808,246
      Current portion                                                           233,713
      ---------------------------------------------------------------------------------
      Long-term portion                                                     $   574,533
      =================================================================================
</TABLE>






                                                                    Page 8 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

9.     LONG-TERM ACCRUED LIABILITIES

       Long-term accrued liabilities represent the portion of the provision for
       vacated office premises payable after September 2002.

10.    SHARE CAPITAL

       Authorized

         Unlimited number of Class "A" Common Shares
         Unlimited number of First Preferred Shares (non-voting)
         Unlimited number of Second Preferred Shares (voting)

       At September 30, 2001, 3,654,654 (2000 - 4,872,872) shares of common
       stock were held in escrow, to be released periodically, over the period
       ending September 30, 2002, subject to certain performance requirements
       and regulatory approval.
<TABLE>
<CAPTION>

                                       Reference          Units                               Value
                                       ---------  ------------------------  ---------------------------------------
                                                    Class A                     Class A
                                                    Common                      Common
                                                    Shares       Warrants       Shares      Warrants        Total
                                                  ----------    ----------  ------------  ------------  -----------
<S>                                   <C>         <C>           <C>         <C>           <C>           <C>
    BALANCE, October 1, 1999                      14,818,873     2,427,350  $ 17,505,095  $  5,343,589  $22,848,684

       Exercise of special warrants       (a)      2,206,682    (2,206,682)    5,343,589    (5,343,589)       -
       Issuance of regular warrants on
         Exercise of special warrants     (a)          -         1,103,341      (927,826)      927,826        -
         Issuance of special warrants     (b)          -         2,500,000         -        25,000,000   25,000,000
         Exercise of special warrants     (b)      2,500,000    (2,500,000)   25,000,000   (25,000,000)       -
         Issuance for cash                (c)        210,000       210,000       651,000         -          651,000
         Exercise of regular warrants     (c)        210,000      (210,000)      766,500         -          766,500
         Exercise of agent warrants       (d)        187,568      (187,568)      515,812         -          515,812
         Expiry of agent warrants         (d)          -           (33,100)        -             -            -
         Exercise of regular warrants     (e)        352,968      (352,968)    1,532,199      (296,811)   1,235,388
         Issuance for cash                (f)      1,860,466         -        29,766,708         -       29,766,708
         Exercise of stock options      Note 11      581,633         -         1,098,777         -        1,098,777
         Acquisition                    Note 3       200,000         -         3,560,000         -        3,560,000
         Share issue cost                              -             -        (2,363,135)        -       (2,363,135)
    ---------------------------------------------------------------------------------------------------------------
    BALANCE, SEPTEMBER 30, 2000                   23,128,190       750,373    82,448,719       631,015   83,079,734

       Exercise and expiry of regular
         warrants                         (g)        692,872      (750,373)    3,056,067      (631,015)   2,425,052
       Exercise of stock options        Note 11      192,900         -           654,012         -          654,012
       Shares to be issued              Note 3        90,000         -         1,440,000         -        1,440,000
    ---------------------------------------------------------------------------------------------------------------

    BALANCE, SEPTEMBER 30, 2001                    24,103,962        -      $ 87,598,798  $      -      $87,598,798
    ===============================================================================================================
</TABLE>





                                                                    Page 9 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------



10.    SHARE CAPITAL (continued)

       Year ended September 30, 2000

       (a)   On December 21, 1999, 2,206,682 Special Warrants were exercised
             and the holders received 2,206,682 shares of common stock and
             1,103,341 Regular Warrants.

       (b)   On February 8, 2000 the Company issued, pursuant to a private
             placement, 2,500,000 Special Warrants at $10.00 each. Each Special
             Warrant entitles the holder to acquire 1.0 share of common stock.
             On May 29, 2000, the Special Warrants were exercised.

       (c)   On March 10, 2000, pursuant to a private placement, 210,000 units
             were issued for $3.10 per unit. Each unit was comprised of one
             share of common stock and 1.0 common stock purchase warrant which
             entitled the holder to purchase one share of common stock at $3.65.
             The common stock was purchased and the common stock Purchase
             Warrants were exercised during the year.

       (d)   During the fiscal year ended September 30, 2000, 187,568 Agent
             Warrants were exercised and 33,100 expired unexercised.

       (e)   During the fiscal year ended September 30, 2000, 352,968 Regular
             Warrants were exercised leaving a balance of 750,373 Regular
             Warrants outstanding at September 30, 2000.

       (f)   On September 15, 2000 pursuant to a private placement, 1,860,466
             shares were issued for $16.00 per share.

       Year ended September 30, 2001

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

11.    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.




                                                                   Page 10 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

11.    STOCK OPTION PLAN (continued)

                                   Options Outstanding                                   Options Exercisable
       ----------------------------------------------------------------------   ------------------------------------
                                                 Weighted
                                Number            Average        Weighted             Number            Weighted
          Range of          Outstanding at       Remaining        Average         Outstanding at         Average
       Exercise Prices    September 30, 2001   Life in Years  Exercise Prices   September 30, 2001   Exercise Prices
       ---------------    ------------------   -------------  ---------------   ------------------   ---------------

<S>   <C>                 <C>                  <C>            <C>               <C>                  <C>
      $1.07 - $3.65             784,666              2.22           2.68               688,166              2.55
      $6.74 - $9.90           1,064,300              2.66           8.08               443,133              8.10
      $11.10 - $13.50           685,000              2.51          11.19               411,666             11.25
      $15.50 - $17.80           439,350              2.77          17.04               188,868             16.83
      ---------------------------------------------------------------------------------------------------------------
      Total                   2,973,316                                              1,731,833
      ===============================================================================================================
       Changes in the employee stock option plans during the years ended September 30, 2001 and 2000, are as follows:

                                                                    Weighted                           Weighted
                                                                    Average                            Average
                                                                    Exercise                           Exercise
                                                      2001            Price              2000            Price
                                                  -----------      ----------        -----------      --------
      Options outstanding,
         beginning of period                       3,703,316        $   8.96          1,135,000        $   2.10
           Options granted                           538,150           10.85          3,221,700            9.96
           Options exercised                        (192,900)           3.39           (581,633)           1.89
           Options cancelled                      (1,075,250)          11.63            (71,751)           3.59
      ---------------------------------------------------------------------------------------------------------------
      Options outstanding,
         end of period                             2,973,316        $   8.70          3,703,316        $   8.96
      ===============================================================================================================

      Options exercisable,
         end of period                             1,731,833        $   7.59          1,108,617        $   5.55
      ===============================================================================================================
</TABLE>





                                                                   Page 11 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

12.    INCOME TAXES

       The tax effect of significant temporary differences is as follows:

                                                          2001            2000
                                                  ------------    ------------

      Intangible assets                           $      -        $  1,598,657
      ------------------------------------------------------------------------
      Future income tax liabilities                      -           1,598,657
      ------------------------------------------------------------------------
      Operating loss carryforwards                  14,970,782       8,571,024
      Share issue costs                                541,957       1,062,156
      Investment tax credits carryforward              314,191         314,191
      Expenses incurred, not currently deductible    1,581,477           -
      Other                                            198,755          61,318
      ------------------------------------------------------------------------
      Future income tax assets before
          valuation allowance                       17,607,162      10,008,689
      Valuation allowance                          (17,607,162)    (10,008,689)
      ------------------------------------------------------------------------
      Future income tax assets                           -               -
      ------------------------------------------------------------------------
      Net future income tax liabilities           $      -        $  1,598,657
      ========================================================================
      The Company has determined that realization is not more likely than not
      and therefore, a valuation allowance against the future income tax assets
      has been recorded.

      A reconciliation between the Company's statutory and effective tax rates
      is as follows:

                                                             2001         2000
                                                        ---------    ---------

      Statutory rate                                       42.12%       44.20%
      Permanent differences                                 0.39        (6.12)
      Unrecognized benefit of current year's tax loss     (30.56)      (27.37)
      Other                                                (8.21)        0.29
      ------------------------------------------------------------------------
      Effective tax rate                                    3.74%       11.00%
      ========================================================================







                                                                   Page 12 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

12.    INCOME TAXES (continued)

       The Company and its subsidiaries have tax losses available which can be
       applied against future taxable income. The Company also has investment
       tax credits available in Canada which can be applied against future
       year's income taxes payable. As of September 30, 2001, these items expire
       as follows:

<TABLE>
<CAPTION>
                                                       Non-Capital Losses
                              -------------------------------------------------------------------   Investment
                                   Canada      United States          Europe             Total      Tax Credits
                              ---------------  -------------     ---------------   ---------------  -----------
<S>                           <C>              <C>               <C>               <C>              <C>
      2002                    $        44,000  $         -       $         -       $        44,000  $       -
      2003                            166,000            -                 -               166,000          -
      2004                          1,114,000            -                 -             1,114,000          -
      2005                          2,002,000            -                 -             2,002,000      160,000
      2006                          2,820,000           84,000             -             2,904,000       14,000
      2007                          5,231,000            -                 -             5,231,000        3,000
      2008                          6,656,000            -                 -             6,656,000      138,000
      2020                              -            6,332,000             -             6,332,000          -
      2022                              -           21,594,000             -            21,594,000          -
      No expiry date                    -                -             4,988,000         4,988,000          -
      ---------------------------------------------------------------------------------------------------------
                              $    18,033,000  $    28,010,000   $     4,988,000   $    51,031,000  $   315,000
      =========================================================================================================
</TABLE>
13.    FINANCIAL INSTRUMENTS

       Fair value

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

       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. At September 30, 2001, one customer's (2000 - no customer)
       balance exceeded 10% of trade accounts receivable. The balance was
       collected subsequent to the year end.

       Foreign exchange risk

       The Company undertakes sales and purchase transactions in foreign
       currencies, and therefore may be adversely affected by fluctuations in
       foreign currencies.




                                                                   Page 13 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

14.    COMMITMENTS

       Commitments

       Future minimum lease payments resulting from equipment, furniture and
       office operating leases at September 30, 2001, are as follows:

       2002                                  $     2,356,000
       2003                                        2,846,000
       2004                                        2,583,000
       2005                                        2,420,000
       2006                                        2,471,000
       2007 and thereafter                        12,452,000
       -----------------------------------------------------
                                             $    25,128,000
       =====================================================

15.    SEGMENTED INFORMATION

       The Company operates principally in one reportable business segment, the
       development, marketing and distribution of unified communications and
       collaborative software solutions.

       (a)   Revenue

                                                         2001               2000
                                              ---------------    ---------------

            Canada                            $     3,411,493    $     1,061,000
            United States                           6,584,021          5,615,035
            Europe                                  7,155,523          4,913,097
            --------------------------------------------------------------------
                                              $    17,151,037    $    11,589,132
            ====================================================================
       (b)   Capital assets and intangibles

                                                         2001               2000
                                              ---------------    ---------------
            Canada
               Capital assets                 $     4,093,095    $     1,938,700
               Intangible assets                      169,170          6,622,228

            United States
               Capital assets                          25,852             25,852

            Europe
               Capital assets                         397,544            339,036
               Intangible assets                    3,245,229          2,669,286
            --------------------------------------------------------------------
            Total
               Capital assets                 $     4,516,491    $     2,303,588
            ====================================================================

               Intangible assets              $     3,414,399    $     9,291,514
            ====================================================================






                                                                   Page 14 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

16.    RELATED PARTY TRANSACTIONS

       Management fees paid to directors and companies controlled by directors
       amounted to $133,450 and $42,210, for the years ended September 30, 2001
       and 2000 respectively.

       Interest expense on notes payable to shareholders amounted to $51,741,
       for the year ended September 30, 2000. No interest was paid to
       shareholders during the current 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 applicable to the Company, with those in the
       United States ("U.S. GAAP") during the years presented except as
       described below.

       Under U.S. GAAP, the net earnings and earnings per common share figures
       for the year ended September 30, 2001 would be adjusted as follows:

       Net loss in accordance with Canadian GAAP                 $(43,344,826)
       Effect of adjustments for stock based compensation -
          stock options (a)                                         9,041,000
       Amortization of additional goodwill (c)                       (245,451)
       ----------------------------------------------------------------------
       Net loss in accordance with U.S. GAAP                     $(34,549,277)
       ======================================================================

       Basic loss per common share - U.S. GAAP (d)               $      (1.44)
       ======================================================================

       Weighted average number of common shares outstanding (d)    23,929,199
       ======================================================================







                                                                   Page 15 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)



17.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

       The following table reconciles the items in the Company's 2001
       consolidated balance sheet 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          Additional
                                                                       Compensation         Paid in
                                                      Deficit             Expense           Capital
                                                   ---------------     ---------------   -------------
<S>                                                <C>                <C>             <C>
      As shown in the consolidated
         balance sheet in accordance
         with Canadian GAAP                        $   (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                 $  (241,631,433)    $  (1,711,000)  $  174,544,542
      ===============================================================================================
</TABLE>

      Under U.S. GAAP restricted cash is required to be disclosed separately
      from cash and cash equivalents. The required balance sheet presentation
      would disclose cash and cash equivalents of $18,794,828 and restricted
      cash of $1,400,000. The consolidated statements of cash flows would
      disclose an increase in restricted cash of ($1,400,000) under the
      investing activities caption and total net cash outflows for the year of
      ($29,420,500).

      (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.

             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
             Statement, 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 year
             ended September 30, 2001 and 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 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".




                                                                   Page 16 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

17.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

       (a)   Stock based compensation (continued)

             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
             counter-party 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: (1) the
             date at which a commitment for performance is required for
             performance by the counter-party to earn the equity instrument, is
             reached, or (2) the date at which the counter-party's performance
             is complete.

             Accordingly, for U.S. GAAP purposes, for the year ended September
             30, 2001, net loss would be decreased by $9,041,000, additional
             paid in capital would be decreased by $9,551,000 and deferred stock
             compensation expense would be decreased by $510,000. 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.

      (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 4,370,000 common shares in escrow. The shares
             were issued at $0.01 each prior to the Company becoming public. Of
             these shares 4,000,000 shares 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 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.




                                                                   Page 17 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

17.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

       (b)   Stock based compensation - escrow shares (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 on a pro-rata
             basis based upon a schedule of releases over the period September
             30, 1999 to September 30, 2002 subject to the satisfaction of
             additional performance requirements based on gross revenues.

             Based on management's estimates of future gross revenues it was
             considered probable that the shares would be released from escrow
             on the date of their issuance. Accordingly, under U.S. GAAP,
             compensation is 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 U.S. GAAP, compensation
             of $79,338,000 would be recorded in the years prior to 2001.

             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 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.

       (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, the aggregate purchase price may be
             based on the closing price prior to the date of the acquisition
             less an applicable discount.




                                                                   Page 18 of 19

<PAGE>
CENTRINITY INC.
Notes to Consolidated Financial Statements
September 30, 2001 and 2000
(expressed in Canadian dollars)
- --------------------------------------------------------------------------------

17.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

       (c)   Additional purchase consideration (continued)

             Under U.S. GAAP, the aggregate purchase price of the 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)   Earnings (loss) per share

             Under SFAS No. 128, basic earnings per share are calculated in a
             similar manner to Canadian GAAP. Under Canadian GAAP, diluted
             earnings per share is computed in accordance with the imputed
             interest method while U.S. GAAP calculates diluted earnings per
             share in accordance with the treasury stock method. Diluted
             earnings per share have not been calculated under Canadian and U.S.
             GAAP as the effect on the loss per share of the exercise of the
             potentially dilutive securities is not dilutive. Under Canadian
             GAAP the number of issued and outstanding common shares are those
             issued and legally outstanding.

       (e)   Other comprehensive income

             SFAS No. 130 sets forth U.S. GAAP standards for reporting
             comprehensive income. Comprehensive income represents the change in
             equity during a reporting period from transactions and other events
             and circumstances from non-owner sources.

             There are no significant differences between the Company's U.S.
             GAAP net earnings as reported and its comprehensive income;
             accordingly, a separate statement of comprehensive income has not
             been presented.

       (f)   Derivative Instruments and Hedging Activities

             On October 1, 2000, the Company adopted SFAS No. 133, "Accounting
             for Derivative Instruments and Hedging Activities", and the
             corresponding amendments under SFAS No. 137 and SFAS No. 138. SFAS
             No. 133 requires that all derivative financial instruments be
             recognized in the financial statements and measured at fair value.

             As of September 30, 2001, the cumulative effect of adopting SFAS
             No. 133, as amended by SFAS No. 138, did not have a material impact
             on the Company's consolidated results of operations, financial
             position, or cash flows.

18.    COMPARATIVE FIGURES

       Certain of the prior year's figures presented for comparison have been
       reclassified to conform to the current year's presentation.




                                                                   Page 19 of 19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>7
<FILENAME>dex994.txt
<DESCRIPTION>PRO FORMA FIN. INFO. FOR OPEN TEXT & CENTRINITY
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.4

                     UNAUDITED PRO FORMA CONDENSED COMBINED
                              FINANCIAL STATEMENTS

     The following unaudited pro forma condensed combined financial statements
("pro forma financial statements") are based on the historical financial
statements of Open Text and Centrinity after giving effect to the acquisition of
Centrinity by Open Text using the purchase method of accounting and the
assumptions and adjustments described in the accompanying notes to the unaudited
pro forma condensed combined financial statements. The acquisition was completed
on November 1, 2002.

     The unaudited pro forma condensed combined balance sheet as of September
30, 2002 is presented to give effect to the acquisition as if it occurred on
September 30, 2002. The unaudited pro forma condensed combined statement of
income of Open Text and Centrinity for the three months ended September 30, 2002
is presented as if the acquisition had taken place on July 1, 2001. The
unaudited pro forma condensed combined statement of income of Open Text and
Centrinity for the year ended June 30, 2002 is presented as if the acquisition
had taken place on July 1, 2001.

     Under the purchase method of accounting, the total estimated purchase
price, calculated as described in Note 2, is allocated to the net tangible and
intangible assets of Centrinity acquired in connection with the acquisition,
based on their fair values as estimated by management as of the completion of
the acquisition. Independent valuation specialists are currently conducting an
independent valuation in order to assist management of Open Text in determining
the fair values of a significant portion of these assets. The preliminary work
performed by the independent valuation specialists has been considered in
management's estimates of the fair values reflected in these unaudited pro forma
financial statements. A final determination of these fair values will include
management's consideration of a final valuation prepared by the independent
valuation specialists. This final valuation will be based on the actual net
tangible and intangible assets of Centrinity that existed as of the date of
completion of the acquisition.

     As of the completion date of the acquisition, management of the combined
company began to assess and formulate plans to exit certain activities of
Centrinity and to terminate or relocate certain employees of Centrinity. These
assessments are still in process but are expected to be completed shortly. Based
on a preliminary analysis to date, costs of approximately $4.8 million will be
incurred for severance or relocation costs related to Centrinity employees,
costs of vacating certain facilities of Centrinity, and other direct costs
associated with this transaction. A pro forma adjustment of $4.8 million has
been included in the unaudited pro forma condensed combined balance sheet as of
September 30, 2002. These estimates are preliminary and subject to change based
on Open Text's further assessments.

    These unaudited pro forma financial statements have been prepared based on
preliminary estimates of fair values. Therefore, the actual amounts recorded as
of the


<PAGE>

     completion of the acquisition may differ materially from the information
presented in these unaudited pro forma condensed combined financial statements
due to the receipt of the final valuation, the impact of ongoing integration
activities and Centrinity's net assets as of the completion date (November 1,
2002).

    The unaudited pro forma financial statements should be read in conjunction
with the historical consolidated financial statements and accompanying notes
contained in Open Text's Annual Report on Form 10-K for its fiscal year ended
June 30, 2002 and Quarterly Report on Form 10-Q for its quarter ended September
30, 2002 and contained herein for Centrinity. The unaudited pro forma statements
are presented for illustrative purposes only and are not intended to represent
or be indicative of the consolidated results of operations or financial
condition of Open Text that would have been reported had the acquisition been
completed as of the dates presented, and should not be taken as representative
of the future consolidated results of operations or financial condition of Open
Text.

<PAGE>

                              Open Text Corporation
              Unaudited Pro Forma Condensed Combined Balance Sheet
                            As of September 30, 2002
                          (In thousands of US Dollars)

<TABLE>
<CAPTION>
                                                                                           Pro Forma
                                                      Open Text        Centrinity         Adjustments         Pro Forma
                                                    --------------    --------------     ---------------    --------------
                                                                                            (Note 3)
                              ASSETS
<S>                                                     <C>                 <C>               <C>                <C>
Current assets:
     Cash and cash equivalents                          $ 103,013           $ 8,278           $ (20,299)(B)      $ 90,992
     Accounts receivable, net                              29,573             3,080                   -            32,653
     Income taxes recoverable                               1,265                 -                   -             1,265
     Prepaid expenses and other assets                      2,667               796                (126)(C)         3,337
                                                    --------------    --------------     ---------------    --------------
     Total current assets                                 136,518            12,154             (20,425)          128,247

Capital assets                                              7,290             2,136                (483)(D)         8,943
Goodwill, net of accumulated amortization                  24,587             1,447               3,061 (A)        29,095
Future tax asset                                                -                 -              12,413 (E)        12,413
Other assets                                                8,035                 -               5,821 (F)        13,856
                                                    --------------    --------------     ---------------    --------------
                                                          176,430            15,737                 386           192,554
                                                    ==============    ==============     ===============    ==============

                              LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued liabilities              17,595             5,621               4,825 (G)        28,041
     Deferred revenues                                     24,704             3,774                (479)(H)        27,999
                                                    --------------    --------------     ---------------    --------------
     Total current liabilities                             42,299             9,395               4,346            56,040

Long term liabilities:
     Deferred revenue                                           -             1,498                   -             1,498
     Obligations under capital leases                           -               204                   -               204
     Accrued liabilities                                        -               681                   -               681

Shareholders' equity:
     Share capital                                        199,249            55,305             (55,305)(I)       199,249
     Accumulated other comprehensive income:
                 Cumulative translation adjustment         (1,519)                -                   -            (1,519)
     Accumulated deficit                                  (63,599)          (51,345)             51,345 (I)       (63,599)
                                                    --------------    --------------     ---------------    --------------
     Total shareholders' equity                           134,131             3,960              (3,960)          134,131
                                                    --------------    --------------     ---------------    --------------
                                                        $ 176,430          $ 15,737               $ 386         $ 192,553
                                                    ==============    ==============     ===============    ==============
</TABLE>

<PAGE>

Notes to Unaudited Pro Forma Condensed Combined Financial Statements



Note 1: Basis of Presentation

Numbers in these Notes are in thousands of U.S. Dollars.

The unaudited pro forma condensed combined financial statements included herein
have been prepared by Open Text Corporation ("Open Text"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and certain footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles (GAAP) have been condensed or omitted pursuant to such rules and
regulations.

As a Canadian company, Centrinity Inc. ("Centrinity") reports its financial
statements in Canadian dollars. In order to facilitate the preparation of pro
forma financial statements, Centrinity's balance sheet accounts have been
translated to U.S. dollars at the rate of 1 Canadian dollar equaling
approximately .63 U.S. dollars, while Centrinity's statements of operations have
been translated at the rate of 1 Canadian dollar equaling approximately .64 U.S.
dollars.

Prior to the acquisition, Centrinity's year-end was September 30, whereas Open
Text's year-end is June 30. For purposes of preparing these pro forma financial
statements, Centrinity's reporting periods were conformed with Open Texts to
present their operations for the twelve month period ended June 30.

Open Text terminated a number of Centrinity employees subsequent to the closing
of this acquisition. As such, Open Text expects the combined entities to have
lower operating expenses than that reported in the pro forma condensed combined
statement of income. However, in accordance with Regulation S-X (Article 11),
the adjustments were not included in the pro forma condensed combined statement
of income, as adjustments would reflect judgmental estimates of historical
management practices.

<PAGE>
Note 2: Purchase Price Allocation

On November 1, 2002, Open Text Corporation completed an acquisition of all of
the issued and outstanding shares of Centrinity. for cash consideration of
approximately $.81 per share. The transaction was completed by way of an
amalgamation of Centrinity with 3801853 Canada Inc., a wholly-owned subsidiary
of Open Text.

In accordance with Statement of Financial Accounting Standards (SFAS) No. 141,
the acquisition is accounted for as a purchase of Centrinity Inc. by Open Text
Corporation. The purchase price has been allocated based on the fair value of
the assets acquired and liabilities assumed. The following table summarizes the
components of the total purchase price and the estimated allocation (in
thousands):

<TABLE>

<S>                                                                                    <C>                     <C>
     Total purchase consideration                                                                              $    20,299

     Allocated to:
                      Historical book value of Centrinity's net tangible assets
                      and liabilities                                                       $      2,513
                      Adjustments to fair value tangible assets and
                      liabilities:

                         Capital assets                                                             (483)
                         Prepaid expenses and other assets                                          (126)
                         Deferred revenue                                                            479
                         Accounts payable and accrued liabilities                                 (4,825)
                                                                                        -----------------
                                                                                                  (2,442)

                      Deferred tax asset                                                          12,413
                      Identifiable intangible assets                                               5,821
                                                                                        -----------------
                      Total allocation                                                                               15,791
                                                                                                              --------------
                      Excess purchase price over allocation to identifiable assets and
                      liabilities (goodwill)                                                                   $      4,508
                                                                                                              ==============

Note 3: Pro Forma Adjustments

The following adjustments have been reflected in the unaudited pro forma
condensed combined financial statements

(A)  To eliminate the goodwill recorded on Centrinity's balance sheet at the
     date of amalgamation relating to previously acquired businesses, and to
     record the new goodwill related to the acquisition of Centrinity as
     follows:

                   Elimination of historical goodwill                                             (1,447)
                   New goodwill relating to Centrinity acquisition                                 4,508
                                                                                        -----------------
                                                                                                   3,061
</TABLE>

(B)  Represents the total cash consideration paid for Centrinity by Open Text.

(C)  Represents the adjustment of certain inventories held by Centrinity to
     reflect Open Text's accounting policies for these items.

(D)  To reduce the carrying value of Centrinity's hosting assets to their fair
     value to Open Text.

(E)  To reflect non-capital loss carry-forwards related to Centrinity at the
     time of acquisition for which realization within Open Text is considered to
     be more likely than not. These tax assets are principally located in Canada
     and are expected to be realized by the application of tax planning
     strategies.

(F)  Represents the preliminary value of the identifiable intangible assets as
     determined by an independent valuation specialist:

<TABLE>
<S>                                                                                     <C>
                               Acquired technology                                               $ 3,200
                               Customer contracts and relationships                                2,621
                                                                                        -----------------
                                                                                                   5,821
</TABLE>

(G)  To reflect the Company's estimate of severance and relocation costs related
     to certain Centrinity employees, costs of vacating certain facilities of
     Centrinity, and other direct costs associated with this plan.

(H)  To reflect the fair value of deferred maintenance revenue as determined
     with the assistance of an independent valuation specialist.

(I)  To eliminate the capital stock and accumulated deficit of Centrinity at the
     date of acquisition.

<PAGE>
                              Open Text Corporation
           Unaudited Pro Forma Condensed Combined Statement of Income
                        For the Year Ended June 30, 2002
               (In thousands of US Dollars, except per share data)

<TABLE>
<CAPTION>

                                                           Open Text        Centrinity
                                                          Year ended      12 months ended
                                                           June 30,          June 30,           Pro Forma
                                                             2002            2002 (L)          Adjustments          Pro Forma
                                                        ----------------  ----------------   ----------------    ----------------
<S>                                                        <C>                <C>               <C>                 <C>
Revenues:
      License & networking                                     $ 65,984         $   6,001           $ (1,246)(J)        $ 70,739
      Customer support                                           48,707             4,136                  -              52,843
      Service                                                    37,786             1,201                  -              38,987
                                                        ----------------  ----------------   ----------------    ----------------
                   Total revenues                               152,477            11,338             (1,246)            162,569

Cost of revenues:
      License & networking                                        5,341             1,286               (794)(J)           5,833
      Customer support                                            8,364               685                  -               9,049
      Service                                                    25,516               855                  -              26,371
                                                        ----------------  ----------------   ----------------    ----------------
                   Total cost of revenues                        39,221             2,826               (794)             41,253
                                                        ----------------  ----------------   ----------------    ----------------
Gross profit                                                    113,256             8,512               (452)            121,316

Operating expenses:
      Research and development                                   24,071             3,544                  -              27,615
      Sales and marketing                                        51,084             9,654                  -              60,738
      General and administrative                                 12,498             8,264                  -              20,762
      Depreciation                                                5,587               661                  -               6,248
      Amortization of acquired intangible assets                  6,506               763                317 (K)           7,586
                                                        ----------------  ----------------   ----------------    ----------------
                   Total operating expenses                      99,746            22,886                317             122,949
Income (loss) from operations                                    13,510           (14,374)              (769)             (1,633)
Gain on investments                                               1,012                 -                  -               1,012
Other income                                                        601               636                  -               1,237
Interest income                                                   1,837               195                  -               2,032
                                                        ----------------  ----------------   ----------------    ----------------
Income (loss) before income taxes                                16,960           (13,543)              (769)              2,648
(Provision) recovery for income taxes                              (289)               24                  -                (265)
                                                        ----------------  ----------------   ----------------    ----------------
Net income (loss) from continuing operations for the
period                                                         $ 16,671         $ (13,519)          $   (769)           $  2,383
                                                        ================  ================   ================    ================

Basic net income per share                                     $   0.83                                                 $   0.12
Diluted net income per share                                   $   0.78                                                 $   0.11
Weighted average number of Common
      Shares outstanding - basic                                 19,979                                                   19,979
Weighted average number of Common
      Shares outstanding - diluted                               21,239                                                   21,239

</TABLE>


<PAGE>

Unaudited Pro Forma Condensed Combined Statement of Income adjustments for the
year ended June 30, 2002

(J)   Reflects the elimination of revenues and expenses from hosting activities
      (see (D)), on the basis of Open Text's plan to exit from Centrinity's
      hosting operations.

(K)   Reflects additional amortization relating to the identifiable intangible
      assets recorded at the time of acquisition (see (F)). Amount also reflects
      the elimination of Centrinity's goodwill amortization as follows:
<TABLE>

<S>                                                                                  <C>
      Amortization of acquired intangible assets relating to acquisition             $ 1,080
      Elimination of Centrinity's historical goodwill amortization                      (763)
                                                                             ----------------
                                                                                         317
</TABLE>
      The Company has selected amortization periods of 5 - 7 years for various
      components of the acquired technology, as well as an amortization period
      of 3 years for customer contracts and 7 years for customer relationships.

(L)   Prior to the acquisition, Centrinity was a Canadian public company who
      reported its financial statements in accordance with Canadian Generally
      accepted accounting principles ("GAAP"). The following table reconciles
      Centrinity's unaudited condensed combined statement of Income for the
      twelve months ended June 30, 2002 from Canadian GAAP to US GAAP:

<TABLE>
<CAPTION>
                                                           Canadian              US GAAP                  US
                                                             GAAP              Adjustments               GAAP
                                                      -------------------    ----------------      ------------------
<S>                                                   <C>                  <C>                    <C>
Revenues:
      License & networking                                      $  6,001                                    $  6,001
      Customer support                                             4,136                                       4,136
      Service                                                      1,201                                       1,201
                                                      -------------------                          ------------------
                                                                  11,338                                      11,338

Cost of revenues:
      License & networking                                         1,286                                       1,286
      Customer support                                               685                                         685
      Service                                                        855                                         855
                                                      -------------------                          ------------------
                                                                   2,826                                       2,826
                                                      -------------------                          ------------------
Gross profit                                                       8,512                                       8,512

Operating expenses:
      Research and development                                     3,325                 219                   3,544
      Sales and marketing                                          9,489                 165                   9,654
      General and administrative                                   8,057                 207                   8,264
      Depreciation                                                   661                                         661
      Amortization of acquired intangible assets                     763                                         763
                                                      -------------------    ----------------      ------------------
                                                                  22,295                 591                  22,886
Loss from operations                                             (13,783)                                    (14,374)
Other income                                                         636                                         636
Interest income                                                      195                                         195
                                                      -------------------    ----------------      ------------------
Loss before income taxes                                         (12,952)               (591)                 13,543
Recovery for income taxes                                             24                   0                      24
                                                      -------------------    ----------------      ------------------
Loss from continuing operations for the period                 $ (12,928)               (591)                 13,519
                                                      ===================    ================      ==================
</TABLE>

The above US GAAP adjustment reflects the inclusion of a stock compensation
expense relating to stock options granted to employees at less than fair value,
along with stock options granted to outside consultants. (See note 17 in
Centrinity's 2002 audited financial statements)

<PAGE>
                              Open Text Corporation
           Unaudited Pro Forma Condensed Combined Statement of Income
               For the Three Month Period Ended September 30, 2002
               (In thousands of US Dollars, except per share data)


<TABLE>
<CAPTION>
                                                          Open Text            Centrinity
                                                        3 month period       3 month period
                                                      ended September 30,   ended September 30,     Pro Forma
                                                             2002               2002 (O)           Adjustments         Pro Forma
                                                      -------------------   ------------------    ---------------    --------------
<S>                                                          <C>                   <C>                  <C>            <C>
Revenues:
      License & networking                                    $   15,476              $ 1,587              $ (64)(M)      $ 16,999
      Customer support                                            13,662                1,481                  -            15,143
      Service                                                      8,517                  294                  -             8,811
                                                      -------------------   ------------------    ---------------    --------------
                   Total revenues                                 37,655                3,362                (64)           40,953

Cost of revenues:
      License & networking                                         1,649                  292               (128)(M)         1,813
      Customer support                                             2,317                  185                  -             2,502
      Service                                                      6,235                  142                  -             6,377
                                                      -------------------   ------------------    ---------------    --------------
                   Total cost of revenues                         10,201                  618               (128)           10,691
                                                      -------------------   ------------------    ---------------    --------------
Gross profit                                                      27,454                2,744                 64            30,262

Operating expenses:
      Research and development                                     6,162                  681                  -             6,843
      Sales and marketing                                         11,986                1,812                  -            13,798
      General and administrative                                   3,242                1,800                  -             5,042
      Depreciation                                                 1,216                  172                  -             1,388
      Amortization of acquired intangible assets                     487                  151                119 (N)           757
                                                      -------------------   ------------------    ---------------    --------------
                   Total operating expenses                       23,093                4,617                119            27,829
Income (loss) from operations                                      4,361               (1,873)               (55)            2,433
Gain on investments                                                    -                    -                  -                 -
Other income                                                         617                  372                  -               989
Interest income                                                      384                   62                  -               446
                                                      -------------------   ------------------    ---------------    --------------
Income (loss) before income taxes                                  5,362               (1,440)               (55)            3,867
Provision for income taxes                                             -                    -                  -                 -
                                                      -------------------   ------------------    ---------------    --------------
Income (loss) from continuing operations for the
period                                                             5,362               (1,440)               (55)            3,867
                                                      ===================   ==================    ===============    ==============

Basic net income per share                                    $     0.27                                                  $   0.20
Diluted net income per share                                  $     0.26                                                  $   0.19
Weighted average number of Common
      Shares outstanding - basic                                  19,640                                                    19,640
Weighted average number of Common
      Shares outstanding - diluted                                20,536                                                    20,536

</TABLE>


<PAGE>

Unaudited Pro Forma Condensed Combined Statement of Income adjustments for the
three months ended September 30, 2002

(M)   Reflects the elimination of revenues and expenses from hosting activities
      (see (D)), on the basis of Open Text's plan to exit from Centrinity's
      hosting operations.

(N)   Reflects additional amortization relating to the identifiable intangible
      assets recorded at the time of acquisition (see (F)). Amount also reflects
      the elimination of Centrinity's goodwill amortization as follows:
<TABLE>

<S>                                                                                <C>
      Amortization of acquired intangible assets relating to acquisition           $    270
      Elimination of Centrinity's historical goodwill amortization                     (151)
                                                                            ----------------
                                                                                        119
</TABLE>

(O)   Prior to the acquisition, Centrinity was a Canadian public company who
      reported its financial statements in accordance with Canadian GAAP. The
      following table reconciles Centrinity's unaudited condensed combined
      statement of income for the three months ended September 30, 2002 from
      Canadian GAAP to US GAAP:
<TABLE>
<CAPTION>

                                                            Canadian            US GAAP                 US
                                                              GAAP            Adjustments              GAAP
                                                          ------------     ----------------     -----------------
<S>                                                         <C>              <C>                       <C>
Revenues:
      License & networking                                    $ 1,587                                    $ 1,587
      Customer support                                          1,481                                      1,481
      Service                                                     294                                        294
                                                          ------------                          -----------------
                                                                3,362                                      3,362

Cost of revenues:
      License & networking                                        292                                        292
      Customer support                                            185                                        185
      Service                                                     142                                        142
                                                          ------------                          -----------------
                                                                  618                                        618
                                                          ------------                          -----------------
Gross profit                                                    2,744                                      2,744

Operating expenses:
      Research and development                                    616                   65                   681
      Sales and marketing                                       1,763                   49                 1,812
      General and administrative                                1,739                   61                 1,800
      Depreciation                                                172                                        172
      Amortization of acquired intangible assets                  151                                        151
                                                          ------------     ----------------     -----------------
                                                                4,442                  175                 4,617
Loss from operations                                           (1,698)                                    (1,873)
Gain on investments                                                 -                                          -
Other income                                                      372                                        372
Interest income                                                    62                                         62
                                                          ------------     ----------------     -----------------
Loss before income taxes                                       (1,265)                (175)               (1,440)
Recovery for income taxes                                           -                    0                     -
                                                          ------------     ----------------     -----------------
Loss from continuing operations for the period                 (1,265)                (175)               (1,440)
                                                          ============     ================     =================
</TABLE>

The above US GAAP adjustment reflects the inclusion of a stock compensation
expenses relating to stock options granted to employees at less than fair value,
along with stock options granted to outside consultants. (See note 17 in
Centrinity's 2002 audited financial statements)

Centrinity's statement of income for the three months ended September 30, 2002
represents the fourth quarter's results from its statement of operations for the
year ended September 30, 2002, which is included in Exhibit 99.2 of this Form
8-K/A.

<PAGE>
                           FORWARD-LOOKING STATEMENTS

         This document contains forward-looking statements that are based on a
number of assumptions and estimates and that involve risks and uncertainties.
All statements other than statements of historical fact are forward-looking
statements. If any of these risks or uncertainties materializes or any of these
assumptions proves incorrect, the actual results or performance of Open Text and
its consolidated subsidiaries could differ materially from those expressed or
implied by such forward-looking statements.

         The risks, uncertainties and assumptions referred to above include the
challenges of integration associated with the acquisition or other planned
acquisitions; the inability to achieve anticipated synergies; the costs
associated with the acquisition; the inability to maintain revenues on a
combined company basis; employee management issues; the timely development,
production and acceptance of products and services; the challenge of managing
asset levels and expenses; and the other risks that are described from time to
time in Open Text's Securities and Exchange Commission reports, including but
not limited to Open Text's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2002 and Open Text's Annual Report on Form 10-K for the
fiscal year ended June 30, 2002.

         Open Text assumes no obligation and does not intend to update these
forward-looking statements.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
