Mr. Osvaldo Iadarola reports

Audiotech Healthcare previously reported on June 4, 2001, that it had arranged a private placement of 41 $1,000 convertible debentures to six investors to raise a total of $41,000. The convertible debentures pay interest, monthly, at 10 per cent compounded annually, and mature two years from the date of issue. The debentures are convertible at the option of the holder at any time before the maturity date at a conversion price of 25 cents per share during the initial year and 35 cents per share during the second year.

The convertible debentures are a direct, unsecured obligation of the company ranking subordinate to all senior indebtedness. The company has amended the private placement to include a total of 61 $1,000 convertible debentures to seven investors to raise a total of $61,000. All remaining terms of the private placement remain the same. The private placement is subject to the acceptance of the Canadian Venture Exchange.