NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

BrandAid Marketing Corporation formerly Salient Cybertech, Inc. (the "Company") was incorporated on July 31, 1996 in the State of Delaware as MAS Acquisition I Corp. ("MAS"), to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On December 5, 1997, pursuant to the terms of an Agreement of Merger (the "Agreement") between MAS and Sloan Electronics, Inc. ("Sloan Electronics"), Sloan Electronics merged into MAS and MAS changed its name to Sloan Electronics, Inc.

In September 1999, the Company acquired Gemini Learning Systems, Inc. ("Gemini"). Gemini which was incorporated under the laws of the Canadian Province of Alberta in June 1990 is a software applications development company, specializing in distance education and training solutions. The company created and marketed software technology. In September 2001, Gemini was sold to a bondholder in exchange for release of $1,000,000 of the total $1,600,015 advanced to the Company (see Note H). The recorded investment in Gemini at the time of the disposition was $(209,909) resulting in a gain of $1,209,909.

In May 2000, the Company acquired Futronix, Inc. ("Futronix"). Established in 1989, Futronix is an ISO 9002-certified consignment and turnkey contract electronics manufacturer. Futronix provides engineering, design, production and in-circuit testing services, as well as full turnkey box building manufacturing for both consumer products and commercial applications. The Company has customers throughout the United States. In March 2001, the Company entered into an agreement to dispose of Futronix. It was sold to an unrelated company. Subsequent to this agreement Futronix has contended that the original acquisition by Brandaid Marketing Corporation of the company was never completed and therefore could not be sold. The matter is currently in litigation. The recorded investment in Futronix at the time of the sale was $3,138,409. The consideration for the sale was to be $800,000 cash and stock of the purchasing company. As of the date of the financial statements the Company had received $40,000 in cash and no stock. The value of the stock is minimal. The Company has transferred any remaining interest in Futronix to a debenture holder in exchange for amendment to the debenture (see Note I). The loss on the sale of Futronix has been recorded as $3,098,409.

In December 2001, the Company purchased assets from Brandaid Communications Corporation. These assets consisted of marketing contracts and fixed assets. The consideration for the purchase of the assets was 401,008 shares of the Company stock with a market value of $430,912. As of December 31, 2001 the shares had not yet been issued (see Note H).

Revenue and Expense Recognition

The Company prepares its financial statements on the accrual accounting basis. Consequently, certain revenue and related assets are recognized when earned rather than when received, and certain expenses are recognized when the obligation is incurred or the asset consumed, rather than when paid.

BRANDAID MARKETING CORPORATION
FORMERLY SALIENT CYBERTECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned, through the date of disposition. Significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

The Company has determined a bad debt reserve is not required against its accounts receivable.

Equipment

Equipment is stated on the basis of cost. Depreciation is computed principally by the straight-line method. Estimated useful life for financial reporting purposes is as follows:

Equipment 5 years

Statements of Cash Flows

For purposes of reporting cash flows, the Company considers cash and cash equivalents as those amounts which are not subject to restrictions or penalties and have an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2001 or 2000.

Earnings per Share

Basic earnings per share (EPS) is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Dilutive earnings per share are not shown, as the computation is considered anti-dilutive.

Income Taxes

Income taxes would be provided using the liability method in accordance with FASB Statement No. 109, Accounting for Income Taxes.

Advertising Expense

The cost of advertising is expensed as incurred.

BRANDAID MARKETING CORPORATION
FORMERLY SALIENT CYBERTECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Based Income

The Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the date of grant. The Company accounts for stock option grants in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related Interpretations because the alternative fair value accounting provided for under FASB Statement No. 123, Accounting for Stock-Based Compensation, (FAS 123) requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

Reclassifications

Certain reclassifications were made to the 2000 financial statements presentation in order to conform to the 2001 financial statements presentation.

NOTE B - MERGERS AND ACQUISITIONS

On May 24, 2000, the Company acquired certain assets and the business of Futronix, Inc., a manufacturer of electronic products, with a value of approximately $3.2 million, which was funded through the issuance of common and preferred stock. As of the financial statement date, the preferred stock of 5,500 shares with a stated value and a liquidating preference of $1,000 per share had not been authorized or issued. The stock has a common stock conversion feature, the number of shares issued upon conversion to be determined based on the former Futronix Inc's operations attaining specified gross revenue levels and the market price of the Company's common stock at the time of conversion. There are also provisions for the issuance of additional common shares to the former Futronix shareholders if the sale of the common stock received upon conversion of the preferred stock does not generate proceeds which exceed certain levels. The operations of Futronix, Inc. are included in the consolidated statements of income from the date of acquisition through the date of disposition.

In March 2001, the Company entered into an agreement to dispose of Futronix. (See Note A) It was sold to an unrelated company. Subsequent to this agreement Futronix has contended that the original acquisition by Brandaid of the company was never completed and that they could not be sold. The matter is currently in litigation. The recorded investment in Futronix at the time of the sale was $3,138,409. The consideration for the sale was to be $800,000 cash and stock of the purchasing company. As of the date of the financial statements the Company had received $40,000 in cash and no stock. The current value of the stock is minimal. It is not believed that there will be additional consideration received. The loss on the sale of Futronix has been recorded as $3,098,409.

BRANDAID MARKETING CORPORATION
FORMERLY SALIENT CYBERTECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B - MERGERS AND ACQUISITIONS (CONTINUED)

On September 24, 1999, the Company purchased a Canadian corporation, Gemini Learning Systems, Inc. ("Gemini"). The purchase price was two million shares of common stock in the Company paid at closing. An additional 50,000 shares of stock, which was not subject to any stock split, was made available to reward key employees of Gemini. The transaction was accounted for as a purchase and the excess of cost over fair value of the net assets acquired was being amortized over 36 months.

In September 2001, Gemini was sold to a bondholder in exchange for release of $1,000,000 of the total $1,600,015 advanced to the Company. (See Note A) The recorded investment in Gemini at the time of the disposition was $(209,909) resulting in a gain of $1,209,909.

Equipment                                                    $    359,667
        Accumulated depreciation                                    7,331

                                                             $    352,336

BRANDAID MARKETING CORPORATION
FORMERLY SALIENT CYBERTECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE D - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES

Convertible debenture, 8% annual interest rate, maturity date not before June 30, 2002 (See Note I).

Note payable to an individual, 15% annual interest rate, payable on demand.

Less: current portion

Notes Payable - Related Party

Note payable to a stockholder, 18% compounded interest rate, payable on demand.

Notes payable to the Company's president, 10% annual interest rate, payable on demand.

Note payable to a stockholder, 20% annual interest rate, maturity date of March 1, 1996.

$ 600,015

15,000
615,015

15,000

$ 600,015

$ 100,000

108,328

10,000

$ 218,328

BRANDAID MARKETING CORPORATION
FORMERLY SALIENT CYBERTECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE D - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (CONTINUED)

The Company has not repaid loans whose maturity dates have passed since no funds were available. Interest continues to accrue under the same terms.

NOTE E - INCOME TAXES

At December 31, 2001, the Company has a net operating loss carryforward of approximately $4,700,000 that will be available to offset future taxable income through 2016. The net operating loss carryforward begins to expire in 2011 and may be limited because of a change of ownership in prior year. Based on historical operations, management has elected to record a valuation allowance equal to the deferred tax benefit of $1,740,000, calculated using an effective income tax rate of 37%. The Company has no significant differences between book and taxable income.

Income                       $1,608,514
Cost of sales                 1,663,130

Gross profit                    (54,616)

General and administrative      275,167
Interest                         31,185

Total expenses                  306,352

Net income                  $  (360,968)

Assets sold:
     Cash                             $   322,902
     Accounts receivable                  185,434
     Inventory                          1,045,420
     Property and other equipment       4,240,735
     Other assets                          36,435
                                        5,830,926
Liabilities released:
     Payables and other accrued
     expenses                           1,021,597
     Debt                               2,995,920
                                        4,017,517

Net assets sold                       $ 1,813,409

Payment for net assets sold:
     Cash                           $      40,000
     Advances to Futronix              (1,325,000)
     Loss on sale of subsidiary         3,098,409

                                    $   1,813,409

In September 2001, the Company sold its subsidiary, Gemini Learning Systems, Inc. (see Note A and B). Income and expense through the date of disposal were as follows:

Income                         $      87,492
Cost of sales                          7,567

Gross profit                          79,925

General and administrative           750,260
Interest                               9,271

Total expenses                       759,531

Net income                     $    (679,606)

Assets sold:
          Property and equipment         $      45,323
          Goodwill                             102,694
          Other assets                           6,223
                                                          154,240

Liabilities released:
          Bank overdraft                         7,653
          Payables and accrued expenses        207,305
          Intercompany liability             1,536,636
          Related party debt                   149,191
                                                        1,900,785

Net liabilities released                   $(1,746,545)

Transaction consideration:
          Advances to Gemini               $(1,536,636)
          Release of bond debt               1,000,000
          Gain on sale of subsidiary        (1,209,909)

$(1,746,545)

NOTE G - FAIR VALUE OF FINANCIAL INSTRUMENTS IN ACCORDANCE WITH THE REQUIREMENTS OF SFAS NO. 107

The Company's financial instruments consist of all its assets and liabilities. The Company's management has determined that the fair value of all of its financial instruments is equivalent to the carrying cost.

NOTE H - STOCK TRANSACTIONS

In December 2001, the board of directors approved a one to twenty reverse stock split. All share amounts noted in the financial statements have been adjusted for the effect of the reverse split.

In May 1999, the board of directors approved changing the certificate of incorporation to authorize 20,000,000 shares of preferred stock. It then issued 20 preferred shares to two key employees. Each of the twenty shares of preferred stock was convertible to 1,500,000 shares of common stock at the option of the holder of the preferred stock. The conversion of 10 shares, however, is subject to permission of the Company's Chairman. During the year ended December 31, 2001, the Company's Chairman exercised the preferred stock conversion feature and converted six preferred shares to 450,000 common shares. Shares converted prior to December 24, 2001 were subject to the one for twenty reverse split. The remaining 14 shares will each convert to 1.5 million shares.

BRANDAID MARKETING CORPORATION
FORMERLY SALIENT CYBERTECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE H - STOCK TRANSACTIONS (CONTINUED)

In May 2000, the Company issued 4,613 shares of common stock for the purchase of Futronix, Inc. (See Note A).

In 2001, the Company issued 517,623 shares of common stock for employee compensation, which includes the 450,000 shares to the Company's Chairman for conversion of six shares of preferred stock.

In 2000, the Company issued a total of 3,550 shares of common stock for employee compensation pertaining to the acquisition of Gemini.

Throughout 2001 and 2000, the Company issued a total of 202,645 and 149,750 shares of common stock for consulting and legal services, respectively.

In December 2001, the Company purchased assets from Brandaid Communications, Inc. (see Note A). Consideration is 401,008 shares of common stock which were issued January 10, 2002.

NOTE I - COMMITMENTS AND CONTINGENCIES

The Company is involved in litigation regarding the purchase and subsequent sale of its subsidiary, Futronix, Inc. (see Notes A and B). The Company is unable to predict the outcome of the litigation. The loss on the sale has been calculated based on consideration received (see Note A).

The Company is a defendant in lawsuits related to its various businesses. Management of the Company, after consultation with outside legal counsel, does not believe the resolution of these various lawsuits will result in any material adverse effect on the Company's consolidated financial position.

In the year ending December 31, 2001 the Company determined that debt previously reported should have been recorded as additional paid-in capital. The Company has reclassed $75,000 from debt to additional paid-in capital. Interest accrued up until date of reclass totaled $23,081. It is possible that the Company could be subject to a claim for these funds.

In November 2000, the Company entered into a Convertible Debenture Purchase Agreement ("November debenture") pursuant to which it obtained $1,000,000 in financing from a limited liability company formed pursuant to the laws of the Cayman Islands. In March 2001, the Company entered into a Convertible Debenture Purchase Agreement ("March debenture") pursuant to which it obtained $600,015 in additional funding from the limited liability company noted above.

BRANDAID MARKETING CORPORATION
FORMERLY SALIENT CYBERTECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE I - COMMITMENTS AND CONTINGENCIES (CONTINUED)

In September 2001, the Company transferred the Gemini stock to the debenture holder in exchange for cancellation of the November 2000 debenture. The November debenture was held in escrow for ninety-five days following the Gemini closing. After that date, if Brandaid Marketing Corporation had not filed for bankruptcy, and if no claims had been made by either party calling into question the validity of the Gemini transaction, then the debenture would be canceled. The debenture was canceled December 2001. In addition, the following amendments were made to the March debenture: 1) all rights were waived to convert the debenture into common stock 2) the Company's obligations to pay amounts due under the March debenture are non recourse to the Company, but will be paid only out of the Futronix, Inc interests (see Notes A and B) 3) right to demand payment under the Mach debenture is waived until the earlier of June 30, 2002, the resolution of the Futronix, Inc. lawsuit (see Notes A and B), receipt of Trident consideration, any default by the Company under the Transaction Agreement, or any default or breach by the Company. In consideration of the changes to the March debenture, the following agreements were reached. The Company will prosecute the Futronix litigation at the Company's sole cost and expense. If the proceeds of the Futronix litigation realized by the Company exceed the then accrued amount of the obligation, the Company will pay fifty percent of the excess to the debenture holder. If the proceeds of the Futronix litigation do not equal the accrued amount of the obligation, the debenture holder will be entitled to eighteen percent of the assets received by the Company if the Company is sold or merged with another entity. The proceeds of the Futronix litigation will be determined when the litigation is resolved, by settlement, decision or abandonment, but in no case any later than March 2003, or one year from the consummation of sale or merger of the Company. The debenture holder has piggy back registration rights with respect to eighteen percent of any shares received if the Company is merged or sold. The Company is obligated to take all steps required to enable the debenture holder to sell its shares under SEC Rule 144 up to the maximum number of shares contemplated by such rule.

NOTE J - GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of approximately $11,000,000 and has a deficit in working capital of approximately $1,930,000 as of December 31, 2001. The ability of the Company to continue as a going concern is dependent on obtaining additional capital and financing and operating at a profitable level. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

                                              2001           2000

NUMERATOR
          Net loss                                    $(4,663,750)
                                       $(3,929,215)

DENOMINATOR
          Denominator for basic
          earnings per
          share - weighted-average
          shares                           654,094        234,082

Basic net loss per share $ (7.13) $ (16.79)

NOTE L - RELATED PARTY TRANSACTIONS

The Company's chairman received 10 shares of $.00 preferred stock during the year ending December 31, 2000. Each share is convertible into 1,500,000 shares of the Company's common stock. In 2001, the Company president converted 6 preferred shares into 450,000 common shares, after adjustment for the one for twenty reverse stock split. He was also issued 42,545 shares for professional services performed.

An officer of the Company received 40,000 shares for funds advanced to a subsidiary of the Company.

The Company's legal counsel are also shareholders. 50,000 and 38,750 shares were issued to these firms for legal services provided during the years ended December 31, 2001 and 2000, respectively.

The Company's Chief Financial Officer was issued 11,250 shares for his services during the year. The Company's president is owed his full salary for the years ending December 31, 2001 and 2000. These amounts have been included in accrued expenses as of December 31, 2001.

During the year ended December 31, 2000 the Company president returned approximately 9,800 shares of common stock to the Company on which restrictions had expired and received the same number of shares of stock restricted under Rule 144 of the Securities and Exchange Commission.

EXHIBIT 24.6