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Exhibit 7.3
DCS ELECTRONICS LIMITED
Statement of Battery Operations
October 31, 2002
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INDEPENDENT AUDITORS' REPORT
To the Directors of
DCS Electronics Limited
We have audited the accompanying statement of battery operations of DCS
Electronics for the period ended October 31, 2002. The statement of battery
operations is the responsibility of the Company's management. Our responsibility
is to express an opinion on the statement of battery operations based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the statement of
battery operations is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of battery operations. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of battery operations presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the statement of battery operations referred to above present
fairly, in all material respects, the results of battery operations of DCS
Electronics Limited for the period ended October 31, 2002 in conformity with
generally accepted accounting principles in the United States of America.
Toronto, Canada "MINTZ & PARTNERS LLP"
March 26, 2004
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DCS ELECTRONICS LIMITED
Statement of Battery Operations
<Table>
<Caption>
January 1 to
October 31
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2002
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Sales $ 331,767
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Cost of goods sold 308,437
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Gross profit 23,330
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Selling, general and administrative expenses (note 2) 363,526
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Net loss $ (340,196)
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See notes to financial statements
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DCS ELECTRONICS LIMITED
Notes to Statement of Battery Operations
October 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The Company sells batteries and ancillary electronic products in Canada.
BASIS OF PRESENTATION
The statement of operations for the period from January 1, 2002 to October 31,
2002, contains the revenues and direct expenses for the battery business
conducted through DCS Electronics Limited. The statement of operations includes
all revenues related to the battery business and all directly related costs of
sales and other selling, general and administrative costs associated with
producing the revenues. Costs not directly related to the battery business and
all matters related to income taxes have been excluded.
REVENUE
Revenue from the sale of products is recognized at the time of delivery when all
requirements of a completed transaction have been met.
FOREIGN CURRENCY TRANSLATION
The functional currency of the Company is Canadian dollars. Certain purchases
are made in US dollars and have been translated into Canadian dollars, the
reporting currency, in accordance with Statement of Financial Accounting
Standards No. 52 "Foreign Currency Translation". Monetary assets and liabilities
are translated at the exchange rate at the balance sheet date and revenue and
expenses are translated at the exchange rate at the date those elements are
recognized.
NOTE 2 - SELLING, GENERAL & ADMINISTRATIVE EXPENSES
Battery business selling, general and administrative expenses have been
allocated based on the percentage of total revenue that the battery business
represented during the period January 1, 2002 to October 31, 2002.
<Table>
<Caption>
January 1 to
October 31
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2002
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Salaries, benefits & consulting $ 244,591
Amortization 67,882
Occupancy costs 23,906
Communications costs 17,613
Travel & miscellaneous costs 9,534
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Total expenses $ 363,526
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NOTE 3 - RELATED PARTY TRANSACTIONS
The Company made purchases totaling $109,267 from Decade Battery Ltd. (a related
party by virtue of common ownership by David C. Simmonds) during the ten month
period ended October 31, 2002.