United Consortium (UCSO) 8-K/A Acquisition or disposition of assets

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K<R>/A</R>

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)August 29, 2003

STORAGE ALLIANCE INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

0-27131
(Commission File Number)

98-0222922
(IRS Employer Identification No.)

725, 435 Fourth Avenue SW, Calgary, Canada
(Address of principal executive offices and Zip Code)

(403) 264-2500
(Registrant's telephone number, including area code)

not applicable
(Former name or former address, if changed since last report.)

Item 2. Acquisition or Disposition of Assets

Asset Purchase Agreement with EAESW Inc., Doing Business As Strata Web Systems

On August 29, 2003, pursuant to an asset purchase agreement dated August 14, 2003, we completed the acquisition of certain assets of EAESW Inc., a Colorado corporation doing business in Calgary, Alberta as Strata Web Systems. The parent of EAESW, Inc., Petroleum Place, Inc., was a party to the asset purchase agreement as it agreed to guarantee the accuracy of the representations and warranties made by EAESW, Inc. for a period of one year. In exchange for the payment of $62,500 (CAD$87,500) in cash, which we funded from our general working capital, we acquired:

(a) certain equipment used by Strata Web in its Internet and intranet mapping and information software business;

(b) the benefit of pre-existing contracts of Strata Web in connection with its Internet and intranet mapping and information software business;

(c) all of Strata Web's records and documents relating to its Internet and intranet mapping and information software business, including customer lists, brochures, samples, price lists, advertising

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material, production records, employee manuals, accounting and other books and records, and correspondence;

(d) certain intellectual property (described in more detail) used by Strata Web in its Internet and intranet mapping and information software business;

(e) all of Strata Web's licences in connection with its Internet and intranet mapping and information software business; and

(f) goodwill, including the right to use the names DataMap™, DataMap Enterprises™, DataMap Lite™, Workspace Manager™ and Query Manager™, or any variation thereof.

Strata Web has leased approximately 2,795 square feet of office space at Suite 855, 700 Fourth Avenue SW, Calgary, Alberta, for a five-year term commencing on January 31, 2003 and ending on December 31, 2007. Under our asset purchase agreement with Strata Web, we have agreed to take an assignment of the lease, but only if the landlord consents to the assignment no later than September 29, 2003. Strata Web has agreed to use commercially reasonable efforts to obtain the landlord's consent to the lease assignment by such date. If the landlord consents to the assignment, we will assume the lease effective no later than October 1, 2003, and pay to Strata Web the pro rated portion of the rent under the lease from the closing date (August 29, 2003) to the effective date of the lease assignment.

The equipment that we have purchased from Strata Web consists of all office furnishings and equipment (consisting primarily of computer and other office equipment) located at Strata Web's leased office premises.

Strata Web's liabilities, receivables and cash on hand were not included among the assets that we acquired under our asset purchase agreement with Strata Web.

Integration of the Assets into Our ProspectOasis™ Services

We intend to integrate the mapping and information software that we have acquired from Strata Web as a new component of and an enhancement to our ProspectOasis™ website and services, our new online listing directory of oil and gas prospects and production properties. Upon completion of the asset purchase, we engaged four former employees of Strata Web who will help to facilitate the process of integrating the Strata Web software into our ProspectOasis™ services. These employees will also be primarily responsible for discharging our obligations under various agreements that we have assumed from Strata Web.

We launched the website,www.prospectoasis.com, in early August, 2003. It allows petroleum companies to list for sale oil and gas prospects and production properties. ProspectOasis™ offers three levels of interactive service and functionality as follows:

- level one provides a listing service for oil and gas prospects and production properties. These properties are identified via a high level overview with one or more graphics depicting information such as location and cultural data;

- level two provides more detailed geological and geophysical static data allowing a potential purchaser to further identify the physical properties and economies of the property; and

- level three provides an interactive environment which allows potential purchasers to audit the property through the use of mapping and analytical software tools such as seismic data interpretation software, well log analysis software, reserves estimates software and economic analysis software.

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The level three service offered by our ProspectOasis™ is unique because it provides the user with remote access over the Internet to this property data together with these analytical software tools.

Immediately prior to the closing under the asset purchase agreement, Strata Web was a provider of Internet and intranet mapping and information management solutions for the energy and related industries. We anticipate that the assets that we have acquired from Strata Web will complement and further enhance our existing ProspectOasis™ website and services. In this context, it is helpful to refer to some of the key intellectual property that we have acquired from Strata Web, as follows:

Intellectual Property Asset	Description
DataMap™ software	Software code, database model and computer processes developed to deliver online maps and geographic information systems (GIS) functionality.
DataMap Enterprise™ custom software	Software and processes employed to deliver custom components to DataMap Enterprise™ client. This code base and technical know-how can be employed to deliver similar functionality to other clients.
DataMap Lite™	Relevant data to service companies is provided with the same functionality as DataMapTM, but does not include seismic, pipelines, or facilities information.
Workspace Manager™	The Workspace Manager™ enables the creation of custom views of the geographic information systems (GIS) interface based on chosen criteria in geographic areas of interest.
Query Manager™	Query Manager™ is an intuitive search tool that enables users to quickly search for specific data using multiple criteria such as province, operator, contractor, well status, or working interest. Query results can be saved and viewed in a report, exported or posted directly on the map, for easy viewing.

For the foreseeable future, we plan to continue to maintain, support and further develop the above software products as stand alone offerings as well as incorporating the software into our ProspectOasis™ offerings.

DataMap™

DataMap™ is a browser-based geographic information system (GIS) viewer that enables users to access, via the Internet, customised maps that allow them to monitor oil and gas activity in western Canada, the east coast of Canada and the Northwest Territories. It consists of three major components: the MapGuide™ mapping engine, Oracle database, and the user interface. Data sets include: grids, well spots, pipelines, gas plants, crown and freehold lands, brokered seismic data, drilling rigs, well licenses and air photo imagery. Several different datasets can be linked into a common geographic information system (GIS) interface, where objects can be selected and metadata (contained within reports) can be viewed and purchased online.

Strata Web has offered DataMap™ to users by subscription. Users are assigned a user identification and password to enable them to access the service via their Internet Explorer web browser. Once logged on, a user can access public and proprietary data marketed by third party vendors through the DataMap™ interface. Metadata can be viewed by selecting objects from the map or by directly querying the database via the DataMap™ interface using Query Manager™; display layers are generated for the maps based on such queries. The user, in effect, utilizes the

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DataMap™ interface to draw on such public and proprietary data sets to dynamically generate a map containing specific user-defined information.

DataMap Enterprise™

DataMap Enterprise™ enables the user to access the web-enabled DataMap™ geographic information system (GIS) interface and map from the user's secure intranet. Map layers used to create a map for viewing by the user are housed in two locations: (1) Strata Web's MapGuide™ server (which is included among the assets that we have purchased), and (2) the user's own MapGuide™ server which is located at the user's premises. Thus, the user's own proprietary data sets can be merged with public and proprietary data marketed by third party vendors via a single interface to dynamically generate a map containing specific user-defined information within the relative security of the user's intranet.

There is currently only one user ofDataMap Enterprise™.

Material Contracts Assigned

Pursuant to the asset purchase agreement, we have entered into an assignment and assumption agreement with Strata Web, whereby Strata Web has assigned to us its interests in, and we have agreed to assume all of Strata Web's obligations under, the following agreements:

(a) Business Relationship Agreement, dated September 19, 1996, between Strata Web and International Petrodata Limited, as amended;

(b) Internet Distribution Agreement, dated July 17, 1997, between Strata Web and QC Data Petroleum Services Ltd.;

(c) Licence Agreement, dated March 1, 1998, between Strata Web and Talisman Energy Inc., as amended;

(d) IT Services Agreement between Strata Web and Talisman Energy Inc.;

(e) Memorandum of Understanding, dated January 11, 1999, between Strata Web and Sigma Explorations Inc., as amended;

(f) Agreement, dated October 1, 1999, between Strata Web and TransCanada Pipelines Limited;

(g) Service Agreement, dated June 6, 2000, between Strata Web and Telus Services Inc.;

(h) Web Site Hosting Agreement, dated July 13, 2000, between Strata Web and Alberta Energy and Utilities Board, as amended;

(i) Software Hosting and Licensing Agreement, dated April 27, 2001, between Petroleum Place, Inc. and Autodesk, Inc.;

(j) Data Licensing Agreement, dated September 30, 2002, between Strata Web and International Datashare Corporation;

(k) Webpix Portal Distributor Agreement, dated December 18, 2002, between Strata Web and Pixxures Canada, Inc.;

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(l) Data Distribution Agreement, dated April 4, 2003, between Strata Web and Nickle's Energy Group; and

(m) Data Licensing Agreement C0219, dated May 1, 2003, between Strata Web and International Datashare Corporation.

These agreements generally fall into three major categories: (a) data licensing and distribution agreements that facilitate access by users of DataMap™ or DataMap Enterprise™ to various proprietary data sets maintained by third-party vendors; (b) agreements with users of DataMap™ or DataMap Enterprise™ on a monthly fee basis, subject to termination upon 30 days' notice; and (c) website hosting agreements for users who wish to access and/or distribute their data via web-based maps that will be hosted by us (as Strata Web's assignee) in consideration of a monthly fee, subject to termination upon 30 days' notice. For the foreseeable future, we plan to keep these agreements in good standing.

Item 7. Financial Statements and Exhibits.

<R>Pro Forma Financial Information

Unaudited Pro Forma Consolidated Financial Information

Pro Forma Consolidated Balance Sheet as at July 31, 2003.

Pro Forma Consolidated Statement of Operations for the nine-month period ended July 31, 2003.

Pro Forma Consolidated Statement of Operations for the year ended October 31, 2002.

Notes to the Pro Forma Consolidated Financial Statements.

Financial States of Businesses Acquired

EAESW, Inc. Strata Web Division

Independent Auditor's Report of BDO Dunwoody LLP, dated September 24, 2003.

Balance Sheets as at June 30, 2003 (unaudited) and as at September 30, 2002.

Statements of Operations and Divisional Deficit for the nine-month periods ended June 30, 2003 and 2002 (unaudited) ad for the years ended September 30, 2002 and 2001.

Statements of Cash Flows for the nine-month periods ended June 30, 2003 and 2002 (unaudited) and for the years ended September 30, 2002 and 2001.

Summary of Significant Accounting Policies.

Notes to the Financial Statements.

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Unaudited Pro Forma Consolidated Financial Information

The Unaudited Pro Forma Consolidated Financial Information reflects financial information that gives effect to:

• the September 19, 2002 acquisition of 100% of the issued and outstanding common shares of Storage Alliance (Alberta) Inc. in exchange for 1 million shares of common stock of the Company; and

the August 29, 2003 acquisition of certain assets of the Strata Web division of EAESW, Inc. ("the Strata Web Assets"), in exchange for $62,500 (CAD$87,500) in cash

The Pro Forma Consolidated Financial Information included herein reflects the use of the purchase method of accounting for the acquisition of Storage Alliance (Alberta) Inc. and the Strata Web Assets. Such financial information has been prepared from, and should be read in conjunction with, the historical financial statements and notes thereto included elsewhere in Post-Effective Amendment No. 1 to the Company's SB-2 Registration Statement. The Pro Forma Consolidated Balance Sheet gives effect to the purchase of the Strata Web Assets as of the Balance Sheet date.

The Pro Forma Consolidated Statements of Operations give effect to the acquisition of Storage Alliance (Alberta) Inc. and the purchase of the Strata Web Assets as if they had occurred on November 1, 2001. The Pro Forma Consolidated Statement of Operations for the nine-month period ended July 31, 2003 combines the results of the Company for the nine-month period ended July 31, 2003 and the results of operations of the Strata Web division of EAESW, Inc. for the nine months ended June 30, 2003. The consolidated financial statements of the Company for the nine-month period ended July 31, 2003 include the results of operations of Storage Alliance (Alberta) Inc. for the entire nine-month period.

The Pro Forma Consolidated Statement of Operations for the year ended October 31, 2002 combines the results of the Company and Storage Alliance (Alberta) Inc. for the twelve-month period from November 1, 2001 to October 31, 2002 and the results of operations of the Strata Web division of EAESW, Inc. for the twelve-month period ended September 30, 2002. The consolidated financial statements of the Company for the year ended October 31, 2002 include the results of operations of Storage Alliance (Alberta) Inc. for the 42-day period from September 19, 2002 (acquisition date) to October 31, 2002. To incorporate a full year's activity of Storage Alliance (Alberta) Inc., this pro forma consolidated statement of operations for the year ended October 31, 2002 also includes the results of Storage Alliance (Alberta) Inc. for the 261-day period from January 1, 2002 (beginning of Storage Alliance (Alberta) Inc.'s fiscal year) to September 19, 2002 and the 62-day period from Oc tober 31, 2001 to December 31, 2001.

The Pro Forma Consolidated Financial Information is unaudited and is not necessarily indicative of the consolidated results which actually would have occurred if the above transactions had been consummated at the beginning of the period presented; nor does it purport to present the results of operations for future periods.

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Storage Alliance Inc. Pro-Forma Consolidated Balance Sheet (Unaudited - Expressed in US Dollars)
As at July 31, 2003			Storage Alliance Inc.		Strata Web Division(1)		Adjustments(2)		Pro-Forma Consolidated Balance
Assets
Current
	Cash and equivalents		$	249,865	$	824,427	$	(824,427)	$	187,365
								(62,500)
	Accounts receivable			12,369		106,585		(106,585)		12,369
	Investment tax credits refundable			58,955		-		-		58,955
	Due from related parties and other current assets			12,958		167,552		(167,552)		12,958
				334,147		1,098,564		(1,161,064)		271,647
Software development costs				-		8,022		-		8,022
Property and equipment				105,784		31,729		-		137,513
Technology related intangible assets				-		-		22,749		22,749
Goodwill				1,020,165		-		-		1,020,165
Total Assets			$	1,460,096	$	1,138,315	$	(1,138,315)	$	1,460,096
Liabilities and Stockholders' Equity
Liabilities
Current
	Bank indebtedness		$	6,633	$	-	$	-	$	6,633
	Accounts payable and accrued
		liabilities		121,621		67,144		(67,144)		121,621
	Due to related parties			-		2,298,853		(2,298,853)		-
	Unearned revenues			-		11,852		(11,852)		-
				128,254		2,377,849		(2,377,849)		128,254
Stockholders' equity
	Capital stock
		Issued common shares		1,232		-		-		1,232
	Additional paid-in capital			2,626,188		-		-		2,626,188
	Other comprehensive loss - cumulative
		translation adjustment		(35,750)		-		-		(35,750)
	Accumulated deficit			(1,259,828)		(1,239,534)		1,239,534		(1,259,828)
				1,331,842		(1,239,534)		1,239,534		1,331,842
Total Liabilities and Equity			$	1,460,096	$	1,138,315	$	(1,138,315)	$	1,460,096
See the accompanying notes to the pro-forma consolidated financial statements.

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Storage Alliance Inc. Pro-Forma Consolidated Statement of Operations (Unaudited - Expressed in US Dollars)
For the nine months ended July 31, 2003		Storage Alliance Inc.		Strata Web Division (1)		Adjustments		Pro-Forma Consolidated Balance
Revenue		$	78,969	$	298,441	$	-	$	377,410
Direct costs			27,106		175,517		-		202,623
Gross profit			51,863		122,924		-		174,787
Expenses
	Amortization and depreciation		14,870		51,274		(51,274)	(3)	30,495
							15,625	(3)
	Foreign exchange loss		-		166,954		-		166,954
	General and administrative		934,863		194,008		-		1,128,871
	Marketing		-		28,520		-		28,520
	Research and development		-		98,260		-		98,260
			949,733		539,016		(35,649)		1,453,100
Loss from operations			(897,870)		(416,092)		35,649		(1,278,313)
Interest income			10,407		-		-		10,407
Loss from continuing operations		$	(887,463)	$	(416,092)	$	35,649	$	(1,267,906)
Basic and diluted loss per share
	- from continuing operations	$	(0.08)					$	(0.11)
Weighted average shares outstanding			11,243,565						11,243,565
See the accompanying notes to the pro-forma consolidated financial statements.

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Storage Alliance Inc. Pro-Forma Consolidated Statement of Operations (Unaudited - Expressed in US Dollars)
For the year ended October 31, 2002			Storage Alliance, Inc. (Successor)		Storage Alliance Inc. (Acquired company) (4)		Strata Web Systems Division (1)		Adjustments		Pro Forma Balance
Revenue			$	53,713	$	114,035	$	399,369	$	-	$	567,117
Direct costs				7,182		34,621		113,807		-		155,610
Gross profit				46,531		79,414		285,562		-		411,507
Expenses
	Amortization and depreciation			4,428		16,070		131,115		(131,115)	(3)	41,331
										20,833	(3)
	General and administrative			196,054		683,175		309,477		-		1,188,706
	Loss on retirement of debt			91,149		-		-		(91,149)	(5)	-
	Foreign exchange loss			-		-		28,394		-		28,394
	Loss on writedown of long-lived
		assets and goodwill		-		-		420,495		(420,495)	(3)	-
	Marketing			-		-		41,347		-		41,347
	Research and development			-		-		156,438		-		156,438
				291,631		699,245		1,087,266		(621,926)		1,456,216
Loss for the period from
	continuing operations		$	(245,100)	$	(619,831)	$	(801,704)	$	621,926	$	(1,044,709)
Basic and diluted loss per share
	from continuing operations		$	(0.02)							$	(0.10)
Weighted average shares
outstanding (6)				15,401,814							10,014,793
See the accompanying notes to the pro-forma consolidated financial statements.

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Storage Alliance Inc. Notes to the Pro-Forma Consolidated Financial Statements (Unaudited - Expressed in US dollars)
July 31, 2003
(1)	Represents the financial position of the Strata Web division of EAESW, Inc. as at June 30, 2003, the results of operations for the nine-month period then ended and for the year ended September 30, 2002.
(2)	To reflect the value assigned to the Strata Web Assets pursuant to the purchase agreement and the removal of assets not included in the purchase. A preliminary purchase price allocation is as follows:
	Property and equipment	$	39,751
	Technology-related intangible assets		22,749
	Total	$	62,500
(3)	To recognize amortization of technology-related intangible assets and other acquired assets on purchase of the Strata Web assets on a straight-line basis over three years for a total purchase price of $62,500. Amortization expense and the related writedown of long-lived assets and goodwill calculated using the original cost to Strata Web were reversed as pro-forma adjustments in connection therewith.
(4)	Represents the results of operations of Storage Alliance (Alberta) Inc. for the 10 1/2 month period pre-acquisition.
(5)	In connection with the acquisition, the Company retired $433,851 of debt of the acquired company resulting in a non-recurring loss on settlement of $91,149.
(6)	Pro-forma weighted average shares outstanding considers the effect of the 1,000,000 shares issued to acquire the subsidiary as well as 8,587,500 shares cancelled and 1,500,000 shares issued on settlement of debt (Note 5). The share cancellations and debt settlement were conditional to the closing of the acquisition of Storage Alliance (Alberta) Inc.

</R>

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<R>

Strata Web

(a Division of EAESW, Inc.)

Financial Statements

(Expressed in US Dollars)

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		Strata Web
		(a Division of EAESW, Inc.)
		Financial Statements
		(Expressed in US Dollars)
			Contents
Financial Statements
	Independent Auditors' Report
	Balance Sheets
	Statements of Operations and Divisional Deficit
	Statements of Cash Flows
	Summary of Significant Accounting Policies
	Notes to the Financial Statements

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Independent Auditors' Report

To the Directors of
Storage Alliance Inc.

We have audited the Balance Sheet of the Strata Web Division of EAESW, Inc. ("Strata Web") as at September 30, 2002 and the Statements of Operations and Divisional Deficit and Cash Flows for the years ended September 30, 2002 and 2001. These financial statements are the responsibility of Strata Web's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with United States generally accepted auditing standards. 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 our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Strata Web Division of EAESW, Inc. as at September 30, 2002 and the results of its operations and its cash flows for the years ended September 30, 2002 and 2001 in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming Strata Web will continue as a going concern. As discussed in Note 1 to the financial statements, Strata Web has incurred recurring losses from operations and has an accumulated deficit. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 1. These financial statements do not include any adjustments that might arise from this uncertainty.

/s/ BDO Dunwoody Ltd.

Chartered Accountants

Vancouver, Canada
September 24, 2003

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Strata Web (a Division of EAESW, Inc.) Balance Sheets (Expressed in US Dollars)
					June 30 2003		September 30 2002
Assets						(Unaudited)
Current
		Cash and equivalents			$	824,427	$	636,756
		Accounts receivable (net of an allowance for bad debts of
			$Nil and $Nil)			106,585			154,882
		Due from related parties (Note 2)				154,117		26,645
		Prepaid expenses				13,435		3,816
				Total current assets		1,098,564		822,099
Software development costs, net of accumulated
	amortization					8,022		20,634
Property and equipment (Note 3)						31,729		56,631
Total Assets					$	1,138,315	$	899,364
Liabilities and Divisional Deficit
Liabilities
Current
		Accounts payable			$	21,917	$	53,584
		Accrued liabilities				45,227		39,532
		Unearned revenue				11,852		13,824
		Due to related parties (Note 4)				2,298,853		1,615,866
				Total liabilities		2,377,849		1,722,806
Divisional deficit						(1,239,534)		(823,442)
Total Liabilities and Divisional Deficit					$	1,138,315	$	899,364
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

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Strata Web (a Division of EAESW, Inc.) Statements of Operations and Divisional Deficit (Expressed in US Dollars)
			For the nine-month periods ended June 30				For the years ended September 30
			2003		2002		2002		2001
			(Unaudited)
Revenue			$	298,441	$	289,703	$	399,369	$	533,515
Costs of revenue				175,517		79,421		113,807		173,967
Gross margin				122,924		210,282		285,562		359,548
Expenses
	Amortization and depreciation			51,274		100,792		131,115		220,605
	Foreign exchange loss (gain)			166,954		36,779		28,394		(19,369)
	General and administrative			194,008		199,260		309,477		520,770
	Marketing			28,520		25,833		41,347		92,043
	Writedown of long-lived assets and
		goodwill (Note 5)		-		-		420,495		-
	Research and development			98,260		139,208		156,438		183,831
				539,016		501,872		1,087,266		997,880
Net loss for the period				(416,092)		(291,590)		(801,704)		(638,332)
Divisional equity (deficit), beginning
	of period			(823,442)		(21,738)		(21,738)		616,594
Divisional deficit, end of period			$	(1,239,534)	$	(313,328)	$	(823,442)	$	(21,738)
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

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Strata Web (a Division of EAESW, Inc.) Statements of Cash Flows (Expressed in US Dollars)
				For the nine-month periods ended June 30				For the years ended September 30
				2003		2002		2002		2001
				(Unaudited)
Cash provided by (used in):
Operating activities
	Net loss for the period			$	(416,092)	$	(291,590)	$	(801,704)	$	(638,332)
	Adjustments to reconcile net loss for
	the period to cash used
	in operating activities
		Amortization and depreciation			51,274		100,792		131,115		220,605
		Writedown of long-lived assets and
		goodwill			-		-		420,495		-
		Foreign exchange (gain) loss on
		investing and financing activities			298,765		53,709		(3,067)		(12,513)
	(Increase) decrease in assets
		Accounts receivable			48,297		60,914		106,930		(65,727)
		Prepaid expenses			(9,619)		-		(3,816)		-
	Increase (decrease) in liabilities
		Accounts payable			(31,667)		6,858		26,848		(67,271)
		Accrued liabilities			5,695		15,067		9,481		6,050
		Unearned revenue			(1,972)		3,061		5,556		-
			Net cash used in
			operating activities		(55,319)		(51,189)		(108,162)		(557,188)
Investing activities
	Purchase of property and equipment				(13,760)		-		(735)		(15,972)
	Software development costs				-		-		(13,561)		(15,548)
	Advances to related parties				(127,472)		(9,390)		(7,947)		(13,898)
			Net cash used in investing
			activities		(141,232)		(9,390)		(22,243)		(45,418)
Financing activity
	Advances from related parties				384,222		405,573		606,614		712,756
Increase in cash and equivalents					187,671		344,994		476,209		110,150
Cash and equivalents, beginning of period					636,756		160,547		160,547		50,397
Cash and equivalents, end of period				$	824,427	$	505,541	$	636,756	$	160,547
Supplemental Information
	Interest paid			$	-	$	-	$	-	$	-
	Taxes paid			$	-	$	-	$	-	$	-
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

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Strata Web (a Division of EAESW, Inc.) Summary of Significant Accounting Policies (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
Basis of Presentation	These financial statements are stated in US dollars and are presented in accordance with United States generally accepted accounting principles.
	In the opinion of Strata Web Division ("Strata Web") management, the balance sheet as of June 30, 2003 and the statements of operations and divisional deficit and cash flows for the nine-month periods ended June 30, 2003 and 2002 contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. The results of operations for the nine-month period ended June 30, 2003 are not necessarily indicative of the results for any other period.
	The financial statements include an amount management considers to be a reasonable allocation of general corporate expenses. Direct expenses for such periods are allocated directly to Strata Web. Certain general and administrative expenses were allocated based on the number of employees employed in the business. Such costs are not necessarily indicative of costs that would have been incurred had Strata Web been a separate legal entity.
Property and Equipment	Property and equipment is recorded at cost. Depreciation is provided over the respective useful lives of the assets at the following annual rates:
	Office furniture and
	equipment	- 20% declining-balance basis
	Computer hardware	- 30% declining-balance basis
Software Development Costs	In accordance with Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed", development and acquisition costs incurred in the development of the Company's software are expensed as incurred until technological feasibility in the form of a working model has been established and after the product is available for general release to the customer. The annual amortization is the greater of the amount computed using (a) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining estimated economic life of the product including the period being reported on. Amortization commenced when the product was available for general release to customers.

18

Strata Web (a Division of EAESW, Inc.) Summary of Significant Accounting Policies (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
Software Development Cost - - Continued	As at June 30, 2003 and September 30, 2002, computer software costs of $256,074 were capitalized and amortized on a straight-lined method over the remaining estimated economic life of 2 years. Amortization expense of $13,607 was charged to the Statement of Operations and Divisional Deficit for the nine-month period ended June 30, 2003 (2002 - $24,681). For the years ended September 30, 2002 and 2001, the Company recorded amortization expenses of $29,353 and $117,574, respectively. As at June 30, 2003 and September 30, 2002, software development costs (net of accumulated amortization) of $8,022 and $20,634 remain on the Company's balance sheets.
	At each balance sheet date, the unamortized capitalized costs of the software development was compared to the net realizable value of the computer software. The amount by which the unamortized capitalized costs of the computer software exceed the net realizable value of the asset was written-off. The net realizable value of the computer software is estimated using future gross revenues from the software reduced by the estimated future costs of completing and disposing of the asset. No impairment was recorded in the periods covered by the financial statements.
Intangibles	Prior to October 1, 2002, intangibles consisting of customer lists and goodwill were being amortized on a straight-line basis over their estimated useful lives of 10 years. Such intangibles were written off during the year ended September 30, 2002. (Note 5)
Financial Instruments	Strata Web's financial instruments consist of cash and equivalents, accounts receivable, accounts payable, accrued liabilities and amounts due to and from related parties. Unless otherwise indicated, it is management's opinion that Strata Web is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the short-term or demand nature of these items.

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Strata Web (a Division of EAESW, Inc.) Summary of Significant Accounting Policies (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
Income Taxes	EAESW, Inc. was subject to Canadian income taxes on its Canadian operations, including the operations of Strata Web. Income taxes are accounted for by the liability method, which requires EAESW, Inc. to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in EAESW, Inc's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years in which the differences are expected to reverse.
	Tax disclosures in these financial statements have been prepared on a separate return basis as if Strata Web filed its own Canadian tax returns.
Revenue Recognition	Strata Web derives revenues from three primary sources: seat-based subscriptions to the Company website services, seat-based subscriptions for links to other websites via the Company's website and contracts with corporate customers for customized data. Revenue from all seat-based subscriptions is recognized ratably over the subscription period. Revenue from corporate customers contracts is recognized ratably over the contract period.
	Revenue is recognized provided acceptance, or delivery if applicable, has occurred, collection of the resulting receivable is probable and no significant obligations remain. Unearned revenue represents amounts received in advance of the service being provided.
Research and Development	Strata Web follows the provisions of SFAS No. 2 in recording research and development expenses. Under SFAS No. 2, all such expenses are charged to the Statement of Operations and Divisional Deficit as incurred.
Foreign Currency Transactions and Translation	The financial position and results of operations of Strata Web are determined using the US dollar as the functional currency. Transactions conducted in a currency other than the US dollar are translated into the US dollar as follows: at the transaction date each asset, liability, revenue and expense is translated into US dollars by use of the exchange rate at that date. At the period end date, monetary assets and liabilities are translated into US dollars by using the exchange rate in effect as of the period end date. The resulting foreign exchange gains and losses are included in the Statement of Operations and Divisional Deficit in the period.

20

Strata Web (a Division of EAESW, Inc.) Summary of Significant Accounting Policies (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
Use of Estimates	The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during those reporting periods. Actual results could differ from those estimates.
Cash and Equivalents	Strata Web considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Advertising	Strata Web follows the provisions of Statement of Position 93-7 in accounting for the costs of advertising. Advertising costs are charged to expense as incurred.
Allowance for Doubtful Accounts	Strata Web records an allowance for doubtful accounts based on specifically identified amounts believed to be uncollectible. The criteria for the allowance provision includes historical experience and a general assessment of the general financial conditions affecting its customer base. If Strata Web's actual collections experience changes, revisions to the allowance may be required.
Long Lived Assets	With the exception of goodwill, long-lived assets such as intangibles and property and equipment, are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and its eventual disposition is less than its carrying amount. Impairment, if any, is assessed using discounted cash flows. A writedown of long-lived assets was recognized during the year ended September 30, 2002. (Note 5).
	Also at September 30, 2002, Strata Web wrote off its goodwill (Note 5).

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Strata Web (a Division of EAESW, Inc.) Summary of Significant Accounting Policies (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
New Accounting Policies	In November 2002, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others", which addresses the accounting for and disclosure of guarantees. FIN 45 requires a guarantor to recognize a liability for the fair value of a guarantee at inception. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee. The disclosure requirements are effective for interim and annual financial statements ending after December 15, 2002. The initial recognition and measurement provisions are effective for all guarantees within the scope of FIN 45 issued or modified after December 31, 2002.
	FIN 46, "Consolidation of Variable Interest Entities", clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is applicable immediately for variable interest entities created after January 31, 2003. For variable interest entities created prior to January 31, 2003, the provisions of FIN 46 are applicable for periods ending after December 15, 2003.
	The implementation of these standards did not have a material effect on Strata Web's financial statements.

22

Strata Web (a Division of EAESW, Inc.) Summary of Significant Accounting Policies (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
New Accounting Policies - - Continued	On May 15, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the balance sheet. Further, SFAS No. 150 requires disclosure regarding the terms of those instruments and settlement alternatives. SFAS No. 150 affects an entity's classification of the following freestanding instruments: a) Mandatory redeemable instruments b) Financial instruments to repurchase an entity's own equity instruments c) Financial instruments embodying obligations that the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments based solely on (i) a fixed monetary amount known at inception or (ii) somet hing other than changes in its own equity instruments d) SFAS No. 150 does not apply to features embedded in a financial instrument that is not a derivative in its entirety. The guidance in SFAS No. 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003.
	The implementation of this new standard is not expected to have a material effect on Strata Web's financial statements.

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Strata Web (a Division of EAESW, Inc.) Notes to the Financial Statements (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
1.	Nature of Business and Ability to Continue as a Going Concern
	Strata Web is a division of EAESW, Inc., a Colorado company, carrying on an internet and intranet mapping and information management software business in Calgary, Canada. On August 29, 2003, EAESW, Inc. sold certain property and equipment and intangible assets of Strata Web (representing "the Strata Web Division") to Storage Alliance Inc. ("Storage Alliance") including equipment, contracts, licences and intellectual property. Storage Alliance is a Nevada company whose common stock is quoted on the NASD Over-the-Counter Bulletin Board. Storage Alliance intends to integrate the mapping and information software that they acquired from Strata Web as a new component of their ProspectOasis website (their new online listing directory of oil and gas prospects and production properties).
	Strata Web Division's financial statements are prepared using United States generally accepted accounting principles applicable to a going concern which contemplates the liquidation of assets and satisfaction of liabilities and commitments in the normal course of business. Strata Web Division incurred net losses of $416,092 and $801,704 for the nine-month period ended June 30, 2003 and the year ended September 30, 2002, respectively. As at June 30, 2003 and September 30, 2002, Strata Web Division had a deficit of $1,239,534 and $823,442, respectively. Upon acquisition of certain assets by Storage Alliance, Storage Alliance will conduct the business previously conducted by Strata Web Division and EAESW, Inc. will no longer carry on business of Strata Web. Continuation of the Strata Web business by Storage Alliance is dependent on the ability of Storage Alliance to integrate the Strata Web assets into its business, to actively market the products, make necessary mod ifications as necessary and to have sufficient cash to cover any excess of expenses over revenue. However, management cannot provide any assurances that Storage Alliance will be successful in accomplishing any of its plans.
	The ability of the business of Strata Web, as operated by Storage Alliance, to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These conditions raise substantial doubt about Strata Web's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary if Strata Web or Storage Alliance is unable to continue as a going concern.
2.	Due to Related Parties
	Amounts due from other companies controlled by EAESW, Inc. are unsecured, non-interest bearing and due on demand. The average balance of the amount due from other companies controlled by EAESW, Inc. for the nine-month period ended June 30, 2003 was $90,381 (June 30, 2002 - $22,173) and for the year ended September 30, 2002 was $22,277 (2001 - $11,678).

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Strata Web (a Division of EAESW, Inc.) Notes to the Financial Statements (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
3.	Property and Equipment
									June 30 2003				September 30 2002
		Office furniture and equipment					$		25,189			$	11,624
		Computer hardware							144,095				143,900
									169,284				155,524
		Less accumulated depreciation							(137,555)				(98,893)
							$		31,729			$	56,631
4.	Due to Related Parties
	Amounts due to related parties are unsecured, non-interest bearing and due on demand.
									June 30 2003				September 30 2002
		Due to parent company of EAESW, Inc.					$		714,983			$	388,289
		Due to sister division of EAESW, Inc.							1,583,870				1,227,577
							$		2,298,853			$	1,615,866
	The average balances of the amount due to related parties for each of the periods are as follows:
			For the nine-month periods ended June 30							For the years ended September 30
			2003			2002				2002					2001
		Due to parent company of EAESW, Inc.	$	551,637	$			567,888		$	502,340			$	481,729
		Due to sister division of EAESW, Inc.		1,405,723				699,383			826,682				212,893
			$	1,957,360	$			1,267,271		$	1,329,022			$	694,622

25

Strata Web (a Division of EAESW, Inc.) Notes to the Financial Statements (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
5.	Writedown of Long-lived Assets and Goodwill
	During its fiscal year ended September 30, 2002, Strata Web wrote down certain long-lived assets and goodwill due to recurring negative cash flows and a reduction in the estimated remaining useful life of the assets resulting in a charge of $420,495 to the Statement of Operations and Divisional Deficit for the year then ended. The writedown was comprised of the following:
											September 30 2002
		Customer list								$	154,403
		Goodwill									266,092
										$	420,495
	As of October 1, 2002, Strata Web adopted SFAS 142, which addresses the financial accounting and reporting standards for the acquisition of intangible assets outside of a business combination and for goodwill and other intangible assets subsequent to their acquisition. This accounting standard requires that goodwill and indefinite-lived intangible assets are no longer amortized but tested for impairment on an annual basis, or more frequently if circumstances warrant. SFAS 142 also requires purchased intangible assets other than goodwill to be amortized over their useful lives unless those lives are determined to be indefinite. Purchased intangibles held by Strata Web were determined to have an estimated useful life of ten years for the purposes of the table below.
	The following tables present a reconciliation of net loss for the 2002 and 2001 periods as adjusted to exclude goodwill amortization. After the write-off of goodwill in September 2002, there was no goodwill amortization during the nine months ended June 30, 2003.
			For the nine-month periods ended June 30					For the years ended September 30
			2003			2002		2002				2001
		Net loss, as reported	$	(416,092)	$		(291,590)	$	(801,704)			$	(638,332)
		Add back goodwill amortization		-			26,013		34,766				35,631
		Net loss, as revised	$	(416,092)	$		(265,577)	$	(766,938)			$	(602,701)

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Strata Web (a Division of EAESW, Inc.) Notes to the Financial Statements (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
6.	Rent
	The Company incurred rental expense for each of the periods as follows:
			For the nine-month periods ended June 30								For the years ended September 30
			2003			2002					2002							2001
	Rent	$		18,695	$		35,724			$		42,969				$			31,075
7.	Income Taxes
	The operations of Strata Web were included in the tax filings of EAESW, Inc. Tax disclosures below have been prepared on a separate return basis as if Strata Web filed its own Canadian tax returns. The provision for income taxes attributable to Strata Web differs from the amount estimated using the United States federal statutory income tax rate as follows:
								For the years ended September 30
									2002						2001
	Income taxes at the statutory rate							$	(272,579)				$		(217,032)
	Effect of taxation in Canada								(32,068)						(25,533)
	Change in valuation allowance								304,647						242,565
								$	-				$		-
	Principal components of the net deferred tax asset (liability) are:
																	September 30 2002
	Unused tax losses carryforward													$			448,212
	Intangible assets																159,788
	Valuation allowance																(608,000)
	Net deferred tax asset (liability)													$			-
	Strata Web evaluates its valuation allowance requirements based upon projected future operations. When circumstances change and this causes a change in management's judgement about the recoverability of the deferred tax assets, the impact of the change in the valuation allowance is reflected in current income.

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Strata Web (a Division of EAESW, Inc.) Notes to the Financial Statements (Expressed in US Dollars)
Information related to the nine months ended June 30, 2002 and subsequent to September 30, 2002 is unaudited
8.	Lease Commitment
	Strata Web has entered into a lease agreement for premises commencing on January 1, 2003 and expiring on December 31, 2007. Minimum annual lease payments over the remaining term of the lease (based on the exchange rate at June 30, 2003) are as follows:
		Year ending September 30								Amount
		2003 (three months)							$	5,703
		2004								24,368
		2005								24,887
		2006								26,442
		2007 and thereafter								33,701
									$	115,101
9.	Major Customers
	During the periods covered by these financial statements, Strata Web earned revenue concentrated from certain significant customers as follows:
				For the nine-month periods ended June 30							For the year ended September 30
				2003		2002						2002				2001
	Customer 1		$	139,523	$	141,874					$	206,291			$	172,132
	Customer 2			25,189		27,997						35,534				36,571
	Customer 3			29,498		26,210						34,491				35,563
			$	194,210	$	196,081					$	276,316			$	244,266
	As at the period ends, accounts receivable from these customers is as follows:
								June 30 2003						September 30 2002
	Customer 1						$	61,396					$	81,652
	Customer 2							5,949						2,707
	Customer 3							7,797						9,961
							$	75,142					$	94,320

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Strata Web (a Division of EAESW, Inc.) Notes to the Financial Statements (Expressed in US Dollars)
Information related to the nine-months ended June 30, 2002 and subsequent to September 30, 2002 in unaudited
10.	Subsequent Event
	On August 29, 2003, EAESW, Inc. entered into an agreement with Storage Alliance whereby EAESW sold certain property and equipment and intangibles of Strata Web to Storage Alliance including equipment, contracts, licences and intellectual property for total proceeds of $62,500 (Cdn$87,500). Storage Alliance did not assume any of Strata Web's liabilities upon acquisition nor did it assume any current assets of Strata Web.

</R>

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Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.

(10) Material Contracts

10.1 Asset Purchase Agreement, dated August 14, 2003, among EAESW Inc., doing business as Strata Web Systems, Petroleum Place, Inc. and Storage Alliance Inc.;

10.2 Assignment and Assumption Agreement, dated August 29, 2003, between EAESW Inc., doing business as Strata Web Systems, Petroleum Place, Inc. and Storage Alliance Inc.;

10.3 Assignment of Unregistered Trademarks, dated August 29, 2003, between EAESW Inc., doing business as Strata Web Systems, Petroleum Place, Inc. and Storage Alliance Inc.;

10.4 General Conveyance of Business Assets, dated August 29, 2003, between EAESW Inc., doing business as Strata Web Systems, Petroleum Place, Inc. and Storage Alliance Inc.;

10.5 Non-Competition Agreement, dated August 29, 2003, between EAESW Inc., doing business as Strata Web Systems, Petroleum Place, Inc. and Storage Alliance Inc.;

10.6 Business Relationship Agreement, dated September 19, 1996, between Strata Web Systems Ltd. and International Petrodata Limited, as amended;

10.7 Internet Distribution Agreement, dated July 17, 1997, between Strata Web Systems Ltd. and QC Data Petroleum Services Ltd.;

10.8 Licence Agreement, dated March 1, 1998, between Strata Web Systems Ltd. and Talisman Energy Inc., as amended;

10.9 IT Services Agreement, undated, between Strata Web and Talisman Energy Inc.;

10.10 Memorandum of Understanding, dated January 11, 1999, between Strata Web and Sigma Explorations Inc., as amended;

10.11 Agreement, dated October 1, 1999, between Strata Web Systems Ltd. and TransCanada Pipelines Limited;

10.12 Service Agreement, dated June 6, 2000, between Strata Web Systems Ltd. and Telus Services Inc.;

10.13 Web Site Hosting Agreement, dated July 13, 2000, between Strata Web Systems Ltd. and Alberta Energy and Utilities Board, as amended;

10.14 Software Hosting and Licensing Agreement, dated April 27, 2001, between Petroleum Place, Inc. and Autodesk, Inc.;

10.15 Data Licensing Agreement, dated September 30, 2002, between Strata Web Systems Ltd. and International Datashare Corporation;

10.16 Webpix Portal Distributor Agreement, dated December 18, 2002, between Strata Web Systems Ltd. and Pixxures Canada, Inc.;

10.17 Data Distribution Agreement, dated April 4, 2003, between Strata Web Systems Ltd. and Nickle's Energy Group; and

10.18 Data Licensing Agreement C0219, dated May 1, 2003, between Strata Web Systems Ltd. and International Datashare Corporation.

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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.

STORAGE ALLIANCE INC.

By: Jeff Ascah
President, Director Chief Executive Officer and Chief Financial Officer

Date: <R>October 31,</R> 2003