| The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 1328158 Ontario Inc. ("Mad Catz Canada"), Xencet Massachusetts Inc., FinanceCo, Xencet U.S. Inc., Singapore Holdings Inc., Spoxt Pte Ltd., Mad Catz Inc., FX Unlimited Inc., Madcatz Europe Ltd, Madcatz Ltd and Mad Catz (Asia) Limited. 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, except cash, of GTI
 and Zapyou.com had been disposed. The Company will maintain a provision for accounts payable and accrued liabilities until such time that all recognized obligations of the
 previous GTI and Zapyou.com business are settled. During the year ended March 31, 2002 the Company recorded a net profit of $302,095 (2001 - net loss of
 $28,777,551) net of income taxes of nil (2001 - income taxes of nil) in respect of GTI and ZapYou.com. Net sales applicable to GTI and ZapYou.com during the year
 presented were $nil (2001 - $25,214,562). The consolidated balance sheets include the following assets related to discontinued operations: 31-Mar-02 31-Mar-01
 Unaudited Audited Cash $ 520,836 $ 802,359 Inventories - 2,140,804 Accounts receivable - 1,634,818 Capital assets - 69,784 $ 520,836 $ 4,647,765 The liabilities of
 the GTI and ZapYou.com business units, which are included in the consolidated balance sheets are as follows: 31-Mar-02 31-Mar-01 Unaudited Audited Bank loan $ - $
 1,928,913 Accounts payable and accrued liabilities 424,305 2,627,291 $ 424,305 $ 4,556,204 Note 2 FOREIGN EXCHANGE The Company has adopted the United
 States dollar as its reporting currency for its financial statements, commencing April 1, 2001. Comparative figures previously reported in Canadian dollars have been
 translated at the exchange in effect on March 31, 2001. 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 are translated to United States dollars using the current rate method. The British Pound is the
 functional currency of the Company's UK operations, which are translated to United States dollars using the current rate method. Note 3 SEGMENTED DATA The
 Company's sales and capital assets are attributable to the following countries: 3 months 3 months Year Year ended ended ended ended 31-Mar-02 31-Mar-01 31-Mar-02
 31-Mar-01 Unaudited Unaudited Unaudited Unaudited Sales Canada $ 191,306 $ 301,021 $ 1,450,556 $ 1,697,398 United States 12,808,143 5,044,362 71,743,787
 44,553,329 International 2,820,869 1,756,874 10,142,791 9,530,903 $15,820,318 $ 7,102,257 $ 83,337,134 $ 55,781,630 Revenues are attributed to countries based on
 the location of the customer. During the year ended March 31, 2002, the Company sold approximately 48% of its products to two customers (Fiscal 2001 - approximately
 43% to two customers). 31-Mar-02 31-Mar-01 Unaudited Audited Capital assets: Canada $ 1,175 $ 69,783 United States 902,323 557,270 International 1,016,251
 1,106,463 1,919,749 1,733,516 Goodwill: Canada - - United States 16,362,175 17,529,191 16,362,175 17,529,191 $18,281,924 $19,262,707 Note 4 Capital Stock
 Number of Common Shares Shares Amount Balance, March 31, 2001 48,203,035 $41,823,042 Shares issued on conversion of subordinated debt 4,247,478 $ 3,361,770
 Exercise of stock options under stock option plan 459,035 $ 370,098 Balance, March 31, 2002 52,909,548 $45,554,910 On July 17, 2001, a Director of the Company
 agreed to convert his outstanding loan to the Company of $3,361,770 into 4,247,478 shares of the Company's common stock at a price of Canadian $1.218 per share.
 
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