CONTACT:
Mad Catz Interactive, Inc.
Morris Perlis, 416/368-4449 ext. 239
mperlis@madcatz.com
Jaffoni & Collins Incorporated
Nathan Ellingson, Joseph Jaffoni
212/835-8500
mcz@jcir.com

Mad Catz Reports Fourth Quarter and Year End Financial Results

SAN DIEGO & TORONTO--(BUSINESS WIRE)--June 12, 2003--Mad Catz Interactive, Inc. (AMEX/TSE: MCZ)--

Fourth Quarter Net Sales Rise 36.8%; GameShark Acquisition Adds Software Content to Portfolio of Products

Conference Call: Today, June 12, at 11:00 a.m. EDT
Dial-in numbers: 800/840-6218 (US and CAN) or
212/346-7495 (International)
Webcast: www.madcatz.com (Select "Investors")
Replay Information: See text below

Mad Catz Interactive, Inc. (AMEX/TSE: MCZ), the world's leading third party video game accessory manufacturer, today announced financial results for the three- and twelve-month periods ended March 31, 2003.

Net sales for the fourth quarter ended March 31, 2003 increased 36.8 percent to $21.6 million from $15.8 million for the same period a year ago. Gross profit for the quarter was $5.9 million, a 79.3 percent increase from $3.3 million during the same period a year ago. For the fiscal 2003 fourth quarter, selling and administrative expenses were $5.4 million, up from $2.6 million a year ago. Selling expenses increased to 15.0 percent of net sales, compared to 8.2 percent for the same period last year. Administrative expenses in the fiscal 2003 fourth quarter increased to 9.8 percent of net sales compared to 8.3 percent of net sales in the fourth quarter of fiscal 2002. EBITDA, defined as earnings before interest, taxes, depreciation and amortization, in the fourth quarter of 2003 was $0.5 million, down from $1.0 million in the fiscal 2002 fourth quarter. A reconciliation of all EBITDA figures included herein, to the Company's net income on a GAAP basis, is included in the financial tables accompanying this release. Net income for the fourth quarter of 2003 was $0.1 million or breakeven on a per share basis, consistent with the fourth quarter of the prior year.

Net sales for the year ended March 31, 2003, increased 10.0 percent to $91.7 million from $83.3 million in the prior year, with gross profit increasing 13.8 percent to $21.0 million from $18.4 million in fiscal 2002. In fiscal 2003, selling and administrative expenses increased $3.8 million to $16.0 million from $12.2 million in fiscal year 2002. During fiscal 2003, selling expenses increased to 9.5 percent of net sales compared to 8.7 percent for the same period last year while administrative expenses in fiscal 2003 increased to 8.0 percent of net sales compared to 5.9 percent of net sales in fiscal 2002. EBITDA for the year ended March 31, 2003, was $4.9 million, compared with $6.6 million for the year ended March 31, 2002. Net income for full year fiscal 2003 was $1.2 million or $0.02 per share compared to net income of $1.5 million or $0.03 per share in full year fiscal 2002.

Fiscal 2003 Fourth Quarter Highlights:

Commenting on the results, Morris Perlis, President and CEO of Mad Catz Interactive, Inc., stated, "Fiscal 2003 was an important, building year for Mad Catz, as several significant events gave us the opportunity to further assert Mad Catz' leadership in the third party accessories market. Over the last twelve months the Company broadened its distribution, improved manufacturing efficiencies, continued innovation of new and redesigned products, strengthened its competitive position, acquired the GameShark brand and website, and posted solid fourth quarter results despite slower overall industry performance. I am pleased with the operational, strategic and financial progress made by Mad Catz throughout this period and the manner in which we are positioned going forward."

Net Sales

Mad Catz outperformed the industry during this period, reporting a 36.8 percent increase in net sales for the three months ended March 31, 2003 compared to the prior year. This is the first quarterly year-on-year comparison without North American PS2 memory card sales in the prior year and demonstrates the strength of the underlying business. The fiscal 2003 fourth quarter marked the first sales contribution from GameShark products to Mad Catz' net sales. During the quarter, GameShark sales were approximately $0.4 million. This strong fourth quarter performance was a significant factor in the Company's fiscal 2003 growth of 10 percent over fiscal 2002. Mad Catz' sales increase reflects its broadened retail distribution and deepened SKU penetration resulting in market share gains from competitors in the United States, in Canada and in Europe.

PlayStation 2 Memory Card License

Mad Catz' PS2 memory card license for European markets expired in November 2002, however, pursuant to its agreement, sales continued through the fourth quarter of fiscal 2003, with the final sales of this product occurring in April 2003. During the three months ended March 31, 2003 and March 31, 2002, approximately 14.8 percent and 15.7 percent, respectively, of total gross sales were derived from PS2 memory card sales worldwide. During the twelve-month periods ending March 31, 2003 and March 31, 2002, approximately 16.0 percent and 30.4 percent of total gross sales, respectively, were derived from PS2 memory card sales worldwide.

Gross Margins

In the fiscal first quarter of 2003, in response to first party accessory price reductions, Mad Catz absorbed approximately $1.3 million in price protection costs, resulting in a gross margin of approximately 13.3 percent during the period. Responding to the price cuts, Mad Catz' ability to focus on reducing factory costs and on efficiencies in purchasing restored gross margins to levels of 20 percent and above. This was successfully achieved throughout the remainder of fiscal 2003 with gross margins in the second, third, and fourth quarters at 22 percent or above and a full year gross margin reported at 22.9 percent. The higher gross margin of 27.2 percent reported in the fourth quarter included recording the benefit of improved returned goods processing. Without these adjustments, fiscal 2003 fourth quarter gross margins were in line with those in the fiscal third quarter.

Selling and Administrative Expenses

Fiscal 2003 fourth quarter results reflect higher selling expenses related to cooperative (co-op) advertising costs in some of the Company's new accounts, particularly Europe, to establish Mad Catz' brand at these outlets and in the markets they serve. Accordingly, selling expenses in the quarter increased $2.0 million and on a full-year basis, increased $1.4 million. Much of the increased expense was related to front loaded co-op advertising expenses, which are a significant portion of the full year budgets for these accounts, additional costs related to sales growth, and expenses tied to the launch of GameShark. Administrative expenses, including certain legal expenses, among other costs, increased $0.8 million during the fiscal 2003 fourth quarter from the year ago period to 9.8 percent of net sales, versus 8.3 percent of net sales in the fiscal 2002 fourth quarter. Full-year fiscal 2003 administrative costs increased $2.4 million, to $7.3 million or 8.0 percent of net sales.

Inventory

Inventory declined $3.8 million during the fiscal 2003 fourth quarter to $18.4 million from the third quarter ended December 31, 2002. Mad Catz strategically built inventory in the fiscal 2003 second quarter to protect against the West Coast dockworker strike and to capture sales from the exit of a large competitor from the marketplace. Related to increased inventory requirements for supporting sales growth, the European direct distribution initiative and the GameShark product line, Mad Catz' inventory at March 31, 2003 was approximately $2.5 million higher than at March 31, 2002.

GameShark

In the fiscal 2003 fourth quarter, Mad Catz acquired the GameShark brand, GameShark.com web site and related intellectual property for approximately $5.1 million. One of the most widely recognized brands in the video game industry, GameShark incorporates an "evergreen" software product to the Company's lineup that can be regularly updated with fresh content from the GameShark website. Mad Catz' GameShark acquisition positioned the Company as the only one-stop accessory manufacturer in the industry. Early indications have shown that the GameShark2 for PS2 is currently outselling its nearest competitor by as much as a three to one margin.

Mr. Perlis continued "During the fourth quarter, we named Cyril Talbot III our Chief Financial Officer. Cy brings over 25 years of finance experience to his role at Mad Catz and his presence strengthens the depth of our executive management team. We look forward to his contributions to the development of the Company as well as his ability to increase interactions with the financial community.

"At the Electronic Entertainment Exposition (E3), the industry's largest trade show, Mad Catz once again had a positive response from retailers, gamers, the media, and industry professionals to the Company's new product introductions. We are excited about the new first party hardware announcements and see unique opportunities to support new products like Sony's PSP. These new introductions speak to the health of our industry and provide a great avenue for Mad Catz' continued growth."

Darren Richardson, President and COO of Mad Catz, Inc. added, "The fourth quarter is particularly notable for the amount of ground covered by Mad Catz. It is a great testament to Mad Catz' efficiency and design and manufacturing capabilities that the Company was able to complete the GameShark acquisition in January and have product out the door in March, while at the same time coordinating the design, manufacture, and launch of our Game Boy Advance SP products. Both product lines launched late in the fourth quarter and despite the short lead-time and full schedule, Mad Catz was the only company to support GBA SP with a full line of accessories at its launch.

"Looking at fiscal 2004, we are excited about the new products introduced at E3 and the universally positive response we received. From the launch of GameShark in March to E3, we have expanded the GameShark line to include a media player for the PS2, announced a publishing deal for GameShark code books, and expanded the GameShark offerings to each of the major consoles and Game Boy Advance SP. Many of our other new products announced at E3 also garnered rave reviews. Particularly popular was the Mad Catz RetroCON controller, a premium compact controller that evokes the design of the classic Nintendo controller. Demonstrating our commitment to producing the best products on the market, a number of our new product introductions were updates to existing products. Updated products included Mad Catz' Xbox Blaster, which now offers support for high definition televisions, and the Lynx wireless controller for Xbox, which now operates an increased 2.4 gHz radio frequency. The updated Lynx enables us to now ship that product internationally to markets where use of the 900 mHz spectrum is restricted. E3 also marked the introduction of Mad Catz' first products to support online gaming. This continues to be a quickly growing segment of the industry and as more and more gamers move online, Mad Catz plans to be there to support them. Additionally, we look forward to offering exciting new options later this year for Sony's recently announced PSX and next year for the PSP."

Business Outlook and Guidance

Reflecting current economic and retail demand uncertainties, the fast changing dynamics of the industry that Mad Catz serves and the Company's expanded line of offerings, primarily related to innovative new products under the GameShark brand, Mad Catz will not at this time provide formal financial guidance for fiscal 2004. Instead, Mad Catz intends to provide specific details that contribute to an overall understanding of the Company's financial performance in areas such as retail penetration, product innovation and acceptance, as well as the Company's perspective on industry trends and developments in its public filings with the appropriate regulatory agencies.

The Company will host a conference call and simultaneous webcast today, June 12, 2003, at 11:00 a.m. EDT. Following its completion, a replay of the call can be accessed for 30 days on the Internet from the Company's Web site (www.madcatz.com, select "Investors") or for 2 days via telephone at 800/633-8284 (reservation # 21146917) or, for International callers, at 402/977-9140.

About Mad Catz Interactive, Inc.

Mad Catz Interactive, Inc., (www.madcatz.com), designs, develops, manufactures and markets a full range of high quality, competitively priced accessories for video game consoles and portables, including the industry leading GameShark brand of video game enhancements. Mad Catz is a worldwide leader of innovative peripherals in the interactive entertainment industry, with distribution through nine of the top ten U.S. retailers offering interactive entertainment products. With operating headquarters in San Diego, California, Mad Catz has offices in Canada, the U.K. and Asia, as well as distributors in Europe and Australia.

This press release contains forward-looking statements about the Company's business prospects that involve substantial risks and uncertainties. The Company assumes no obligation to update the forward-looking statements contained in this press release as a result of new information or future events or developments. You can identify these statements by the fact that they use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Among the factors that could cause actual results to differ materially are the following: the ability to maintain or renew the Company's licenses; competitive developments affecting the Company's current products; first party price reductions; the ability to successfully market both new and existing products domestically and internationally; difficulties or delays in manufacturing; market and general economic conditions. A further list and description of these risks, uncertainties and other matters can be found in the Company's reports filed with the Securities and Exchange Commission and the Canadian Securities Administrators.

                      MAD CATZ INTERACTIVE, INC.
        Consolidated Statements Of Operations (unaudited, $US)

                    Three Months Ended           Twelve Months Ended
                          March 31,                   March 31,
                     2003          2002         2003           2002
                ------------- ------------- ------------ -------------
Net sales        $21,642,358 $15,820,318 $91,657,866 $83,337,134

Cost of sales     15,747,949    12,533,024    70,699,800    64,927,895
                ------------- ------------- ------------- ------------

Gross profit       5,894,409     3,287,294    20,958,066    18,409,239

Expenses:
  Selling
   expenses        3,242,366     1,289,440     8,683,104     7,276,113
  Administrative
   expenses        2,110,881     1,308,417     7,298,030     4,934,693
  Interest
   expense           516,315       264,025     1,757,860     1,232,123
  Depreciation
   and
   amortization      279,364       335,940     1,172,784     1,009,936
  Other income          (911)            -       (46,936)            -
  Foreign
   exchange
   (gain) loss        20,222            28        94,220      (60,511)
                ------------- ------------- ------------- ------------

 Total expenses    6,168,237     3,197,850    18,959,062    14,392,354
Income (loss)
 before income
 taxes and
 goodwill
 charges            (273,828)       89,444     1,999,004     4,016,885
Income tax
 expense
 (benefit)          (370,696)       36,086       788,312     1,855,544
                ------------- ------------- ------------- ------------

Income before
 goodwill
 charges              96,868        53,358     1,210,692     2,161,341
Goodwill charges           -       244,118             -       976,665
                ------------- ------------- ------------- ------------

Income (loss)
 from continuing
 operations          $96,868     $(190,760)   $1,210,692 $1,184,676
Gain from
 discontinued
 operations                -       302,095             -       302,095
                ------------- ------------- ------------- ------------

Net income           $96,868 $111,335 $1,210,692 $1,486,771

Retained
 deficit,
 beginning of
 period        $(15,214,870) $(16,440,029) $(16,328,694) $(17,815,465)
                ------------- ------------- ------------- ------------

Retained
 deficit, end
 of period     $(15,118,002) $(16,328,694) $(15,118,002) $(16,328,694)
               ============= ============= ============= =============

Income per share
 before goodwill
 charges and
 discontinued
 operations           $0.00 $0.00 $0.02 $0.04
Income per share
 on discontinued
 operations           $0.00 $0.01 $0.00 $0.01
Income (loss)
 per share on
 goodwill
 charges              $0.00 $0.00 $0.00        $(0.02)
                ------------- ------------- ------------- ------------
Basic net income
 per share            $0.00 $0.00 $0.02 $0.03
                ============= ============= ============= ============
Diluted net
 income per
 share                $0.00 $0.00 $0.02 $0.03
                ============= ============= ============= ============

Weighted average
 number of
 common shares
 outstanding:
   Basic          53,206,719    52,902,992    53,070,890    51,188,889
                ============= ============= ============= ============
   Diluted        53,340,423    53,513,695    53,689,972    51,956,695
                ============= ============= ============= ============

   See accompanying notes to the consolidated financial statements


                      MAD CATZ INTERACTIVE, INC.
              Condensed Consolidated Balance Sheets ($US)

                                      March 31,          March 31,
                                        2003                2002
                                     (unaudited)         (audited)
                                  ------------------ -----------------

Assets

Current assets:
  Cash                                   $1,234,104 $1,902,966
  Accounts receivable                    16,530,226        10,276,547
  Inventories                            18,413,299        15,918,898
  Prepaid expenses and deposits           1,032,830           754,261
  Current portion of future income
   tax assets                             3,030,550         2,070,835
  Income tax receivable                     598,137           267,495
                                  ------------------ -----------------
                                         40,839,146        31,191,002

Deferred financing fees                     238,649           722,442
Capital assets                            1,729,310         1,919,749
Intangible assets                         5,046,634                 -
Goodwill                                 17,737,549        16,362,175
                                  ------------------ -----------------
                                        $65,591,288 $50,195,368
                                  ================== =================

Liabilities and Shareholders' Equity

Current liabilities:
  Bank loan                             $17,076,993 $4,335,084
  Accounts payable and accrued
   liabilities                           16,004,283        16,106,044
                                  ------------------ -----------------
                                         33,081,276        20,441,128

Future tax liabilities                       85,829           136,886

Shareholders' equity:
  Capital stock                          45,793,085        45,554,910
  Retained deficit                      (15,118,002)      (16,328,694)
  Cumulative translation
   adjustment                             1,749,100           391,138
                                  ------------------ -----------------
                                         32,424,183        29,617,354
                                  ------------------ -----------------

                                        $65,591,288 $50,195,368
                                  ================== =================

   See accompanying notes to the consolidated financial statements


                      MAD CATZ INTERACTIVE, INC.
          Consolidated Cash Flow Statements (unaudited, $US)

                         Three Months Ended      Twelve Months Ended
                              March 31,             December 31,
Cash provided by (used in)  2003       2002        2003        2002
                       ----------- ----------- ----------- -----------

Operating activities:
  Net income              $96,868 $111,335 $1,210,692 $1,486,771

Adjusted for income
 from discontinued
 operations                     -    (302,095)          -    (302,095)

Items not involving
 cash:
 Amortization of
  deferred financing
  fees                    119,325     119,375     483,793     603,465
 Foreign exchange
  losses (gains)           20,222          28      94,220     (60,511)
 Depreciation and
  amortization            279,364     562,614   1,172,784   1,986,601
 Future income tax
  assets and
  liabilities            (909,089)    276,452  (1,010,772)    143,267

Changes in non-cash
 operating working
 capital:
 Accounts receivable   16,379,868  17,279,731  (6,122,433) (3,462,953)
 Prepaid expenses and
  deposits               (135,683)    380,051    (271,969)    (96,663)
 Inventories            3,747,677  (3,425,290) (2,393,654) (2,411,279)
 Accounts payable and
  accrued liabilities  (5,987,112) (7,693,731)   (228,863)  7,377,328
 Income tax
  (receivable) payable (1,260,986) (1,873,811)   (326,483)     12,027
                       ----------- ----------- ----------- -----------

Cash provided by (used
 in) continuing
 operations            12,350,454   5,434,659  (7,392,685)  5,275,958
                       ----------- ----------- ----------- -----------
Cash provided by
 discontinued
 operations                     -     302,095           -     302,095
                       ----------- ----------- ----------- -----------

Investing activities:
  Purchase of capital
   assets                 (98,119)   (396,382)   (939,490) (1,103,614)
  Purchase of
   intangible assets   (5,082,803)          -  (5,082,803)          -
                       ----------- ----------- ----------- -----------

Cash used in investing
 activities            (5,180,922)   (396,382) (6,022,293) (1,103,614)
                       ----------- ----------- ----------- -----------

Financing activities:
 Bank loan             (6,647,529) (4,293,000) 12,741,909  (4,349,018)
 Proceeds from issue of
  share capital                 -       5,283     239,666     367,100
                       ----------- ----------- ----------- -----------

Cash provided by (used
 in) financing
 activities            (6,647,529) (4,287,717) 12,981,575  (3,981,918)
                       =========== =========== =========== ===========

Effects of exchange
 rate changes on cash     (71,866)     (6,219)   (235,459)    (45,035)

Net increase (decrease)
 in cash                  450,137   1,046,436    (668,862)    447,486
Cash at beginning of
 period                   783,967     856,530   1,902,966   1,455,480
                       ----------- ----------- ----------- -----------

Cash at end of period  $1,234,104 $1,902,966 $1,234,104 $1,902,966
                       =========== =========== =========== ===========

    See accompanying notes to the consolidated financial statement

MAD CATZ INTERACTIVE, Inc. Notes to consolidated financial statements

Note 1: BASIS OF PRESENTATION AND DISCONTINUED OPERATIONS

The unaudited interim period consolidated financial statements as at March 31, 2003, have been prepared by the Company in accordance with Canadian generally accepted accounting principles for interim financial statements and do not include all disclosures required in annual financial statements. The preparation of financial data is based on accounting policies and practices consistent with those used in the preparation of the audited annual consolidated financial statements, except for the changes disclosed in Notes 3 and 4. The accompanying unaudited consolidated financial statements should be read in conjunction with the notes to the Company's audited consolidated financial statements for the year ended March 31, 2002.

These unaudited interim consolidated financial statements reflect all adjustments, all of which are normal and recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the respective interim periods presented.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 1328158 Ontario Inc. ("Mad Catz Canada"), Xencet U.S. Inc., Singapore Holdings Inc., Mad Catz, Inc., FX Unlimited Inc., Madcatz Europe Ltd, Madcatz Ltd, Mad Catz (Asia) Limited and Mad Catz Interactive Asia Ltd.

During the year ended March 31, 2001 the Company adopted a formal plan to dispose of the assets and business operations of its GTI (previously played video game business) and ZapYou.com (internet distribution) business units. As at September 30, 2001, all of the assets of GTI and Zapyou.com had been disposed.

Note 2: FOREIGN EXCHANGE

The United States dollar is the functional currency of the Company's United States operations. The Canadian dollar is the functional currency of the Company's Canadian operations, which is translated to United States dollars using the current rate method.

The British Pound is the functional currency of the Company's UK operations, which is translated to United States dollars using the current rate method.

The Hong Kong Dollar is the functional currency of the Company's Hong Kong operations, which is translated to United States dollars using the current rate method.

Note 3: GOODWILL AND INTANGIBLE ASSETS

The Company adopted Handbook Section 3062 ("Section 3062"), "Goodwill and Other Intangible Assets", on April 1, 2002. Section 3062 discontinues the amortization of goodwill and intangible assets with indefinite useful lives. In accordance with Section 3062, beginning April 1, 2002, the Company no longer amortizes goodwill. Instead, the Company will review these assets periodically for impairment in accordance with the provisions of Section 3062. As of September 30, 2002, the Company completed its implementation of Section 3062 and conducted the required transitional impairment tests. The Company determined that it has one reporting unit and that this single reporting unit is the entire company, or Mad Catz Interactive, Inc. This conclusion was reached due to the integrated nature of the operations of Mad Catz Interactive, Inc. and its subsidiaries and the lack of differing economic characteristics between them. The Company conducted the first step of the transitional impairment test using this one reporting unit and concluded that no impairment of goodwill existed as of April 1, 2002.

Net income and earnings per share on a pro forma basis, excluding goodwill amortization expense is as follows if Section 3062 had been adopted on April, 1, 2001:

                            Three Months Ended   Twelve Months Ended
                                  March 31             March 31,
                               2003      2002        2003      2002
                            -------- --------- ----------- -----------

  Reported net income       $96,868  $111,335  $1,210,692  $1,486,771

  Adjustments:
  Amortization of goodwill        -   244,118           -     976,665
                            -------- --------- ----------- -----------

  Adjusted net income       $96,868  $355,453  $1,210,692  $2,463,436
                            ======== ========= =========== ===========

  Basic and diluted earnings
   per share:
     As reported              $0.00     $0.00       $0.02       $0.03
     As adjusted              $0.00     $0.01       $0.02       $0.05


    On January 21, 2003, the Company acquired the rights to the
GameShark brand, intellectual property, and the www.gameshark.com web
site from InterAct, a subsidiary of Recoton Corporation, for total
cash consideration of $5,082,083. GameShark is the industry leader in
video game enhancement software, which enables players to take full
advantage of the secret codes, short cuts, hints and cheats
incorporated by video game publishers into their game offerings. In
connection with the GameShark acquisition, the Company entered into a
multi-year technology agreement with Fire International, Ltd. to
implement Fire's technology in the GameShark brand of video game
enhancements. For the year ended March 31, 2003, amortization of
$36,169 with respect to these assets was recorded.

    The acquired intangible assets are summarized as follows:

                                        Cost           Useful life
                                                          (years)
                                 ------------------ ------------------

Trademarks                              $4,111,932      Indefinite
Copyrights                                $456,881           5
Website                                   $513,990           4
                                 ------------------

                                        $5,082,803
                                 ==================

Note 4: STOCK BASED COMPENSATION

The Company adopted Handbook Section 3870 ("Section 3870"), "Stock-Based Compensation and Other Stock-Based Payments", on April 1, 2002. Section 3870 is applied prospectively to all stock-based payments granted in the fiscal year beginning on or after January 1, 2002 and sets out a fair value based method of accounting that is required for certain, but not all, stock-based transactions. Section 3870 permits the Company to continue its existing policy whereby no compensation cost is recorded for stock option grants to employees. For the calculation of pro forma compensation expense, the Company applied the Black Scholes option pricing model with the following assumptions for the three months and year ended March 31, 2003: volatility of 76%, risk-free interest rate of 5%, and an expected life of 3 years. Had the fair value based method been used to account for employee stock options, the Company would have recorded net income and basic and diluted earnings per share as follows:

                                            Three Months    Twelve Months
                                           Ended           Ended
                                      March 31, 2003   March 31, 2003
                                      --------------- ----------------

Net income as reported                       $96,868       $1,210,692
Stock based compensation using the
 fair value method                           (34,677)        (261,841)
                                      --------------- ----------------
Adjusted net income                          $62,191         $948,851
                                      =============== ================

Basic and diluted earnings per share
 as reported and as adjusted:                  $0.00            $0.02
                                      =============== ================

    Note 5: SEGMENTED DATA
    The Company's sales and capital assets are attributable to the
following countries:

                      Three Months Ended        Twelve Months Ended
                           March 31                  March 31,
                          2003         2002         2003         2002
                   ------------ ------------ ------------ ------------
Sales
   Canada           $1,393,103     $191,306   $4,510,916   $1,450,556
   United States    14,722,564   12,808,143   66,394,503   71,743,787
   International     5,526,691    2,820,869   20,752,447   10,142,791
                   ------------ ------------ ------------ ------------

                   $21,642,358  $15,820,318  $91,657,866  $83,337,134
                   ============ ============ ============ ============

    Revenues are attributed to countries based on the location of the
customer. During the year ended March 31, 2003, the Company sold
approximately 35% of its products to two customers (2002 -
approximately 48% to two customers).

                                    March 31, 2003    March 31, 2002
                                   ----------------- -----------------

Capital assets:
  Canada                                     $3,782            $1,175
  United States                           1,607,360         1,830,877
  International                             118,168            87,697
                                   ----------------- -----------------
                                          1,729,310         1,919,749
Goodwill and intangible assets:
  Canada                                 17,737,549        16,362,175
  United States                           5,046,634                 -
                                   ----------------- -----------------
                                         22,784,183        16,362,175
                                   ----------------- -----------------

                                        $24,513,493       $18,281,924
                                   ================= =================

    Note 6: EBITDA RECONCILIATION (Unaudited)
    EBITDA represents net income plus interest, taxes, depreciation
and amortization.
    The Company believes that EBITDA is a useful supplement to net
income as an indication of operating performance. EBITDA is a key
financial measure but is not intended to represent cash flows for the
period, nor has it been presented as an alternative to operating or
net income as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with accounting principles generally accepted
in Canada. As defined, EBITDA is not necessarily comparable to other
similarly titled captions of other companies due to potential
inconsistencies in the method of calculation.

                             Three Months Ended   Twelve Months Ended
                                 March 31,             March 31,
                                  2003     2002       2003       2002
                            ----------- -------- ---------- ----------

     Net income                 96,868  111,335  1,210,692  1,486,771

     Adjustments:
     Interest expense          516,315  264,025  1,757,860  1,232,123
     Income tax expense
      (benefit)               (370,696)  36,086    788,312  1,855,544
     Depreciation and
      amortization             279,364  335,940  1,172,784  1,009,936
     Goodwill amortization           -  244,118          -    976,665
                            ----------- -------- ---------- ----------

     EBITDA                    521,851  991,504  4,929,648  6,561,039
                            =========== ======== ========== ==========