RUSSIAN WIRELESS TELEPHONE CO INC, SB-2/A, 1997-11-07

RUSSIAN WIRELESS TELEPHONE CO INC
SB-2/A, 1997-11-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997

REGISTRATION NO. 333-24177
================================================================================

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 5

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 4813 13-3769217
(STATE OR OTHER JURISDICATION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

575 LEXINGTON AVENUE, SUITE 410,
NEW YORK, NEW YORK 10022
(212) 486-2900
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACE OF BUSINESS AND
TELEPHONE NUMBER)
------------------------
RONALD G. NATHAN
PRESIDENT
RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
575 LEXINGTON AVENUE, SUITE 410,
NEW YORK, NEW YORK 10022
(212) 486-2900
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
COPIES TO:

<TABLE>
<S> <C>
STEVEN D. DREYER, ESQ. LAWRENCE G. NUSBAUM III, ESQ.
HALL DICKLER KENT FRIEDMAN & WOOD, LLP GUSRAE, KAPLAN & BRUNO
909 THIRD AVENUE 120 WALL STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10005
TELEPHONE NO. (212) 339-5400 TELEPHONE NO. (212) 269-1400
TELECOPIER NO. (212) 935-3121 TELECOPIER NO. (212) 809-5449
</TABLE>

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of the registration statement.

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

Continued on following page
================================================================================
<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SECURITY OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 Par Value (the
"Common Stock") to be Sold by the
Registrant......................... 1,867,500(1) $ 7.00 $13,072,500 $ 3,961.36
- --------------------------------------------------------------------------------------------------------
Common Stock to be Sold by Certain
Selling Securityholders............ 1,185,000(2) 7.00 8,295,000 2,513.64
- --------------------------------------------------------------------------------------------------------
Warrants Expiring April 18, 1999 to
be sold by Certain Selling Security
Holders (the "Second Private
Placement Warrants")............... 462,500 n/a n/a 0.00(4)
- --------------------------------------------------------------------------------------------------------
Common Stock Issuable Upon Exercise
of the Second Private Placement
Warrants........................... 462,500(3) 7.70 3,561,250 1,079.17(4)
- --------------------------------------------------------------------------------------------------------
Warrants Expiring Five Years After
the Effective Date of this
Registration Statement to be sold
by Certain Selling Security Holders
(the "Third Private Placement
Warrants")......................... 2,000,015 n/a n/a 0.00(4)
- --------------------------------------------------------------------------------------------------------
Common Stock Issuable Upon Exercise
of Third Private Placement
Warrants........................... 2,000,015(3) 5.75 11,500,086 3,484.87(4)
- --------------------------------------------------------------------------------------------------------
Common Stock Issuable Upon Exercise
of an Option Held by a Selling
Securityholder..................... 25,000 2.00(5) 50,000 15.15
- --------------------------------------------------------------------------------------------------------
Representative's Warrant............. 1 10.00 10 n/a
- --------------------------------------------------------------------------------------------------------
Common Stock Issuable Upon Exercise
of Representative's Warrant........ 165,000(3) 11.55(6) 1,905,750 577.50
- --------------------------------------------------------------------------------------------------------
Totals..................... -- -- $38,384,596 $ 11,631.70*
========================================================================================================
</TABLE>

* $18,996.44 was previously paid. Accordingly no further fee payment is due
with respect to the filing of this amendment.

(1) Includes 247,500 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.

(2) Includes 30,000 shares of Common Stock which the Underwriters have agreed to
purchase from a selling stockholder, and 1,155,000 shares of Common Stock to
be offered on a delayed basis in non-underwritten transactions by certain
selling securityholders.

(3) Pursuant to Rule 416, there are also being registered such additional shares
of Common Stock as may be issued pursuant to the anti-dilution provisions of
the warrants and the Representative's Warrants.

(4) Pursuant to Rule 457(g), no fee is due with respect to registration of the
Second Private Placement Warrants or the Third Private Placement Warrants.
Instead, such fees are due with respect to the registration of the Common
Stock issuable upon exercise thereof.

(5) Based upon the exercise price of the Option.

(6) Based upon 165% of the maximum offering price of the Common Stock.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3

EXPLANATORY NOTE

The Registration Statement contains a Prospectus (the "Company Prospectus")
which will be used in connection with the underwritten offering of 1,650,000
shares of the Common Stock, $.01 par value, of the Registrant (the "Common
Stock"), 1,620,000 shares of which will be offered by the Registrant and 30,000
shares of which will be offered by a selling securityholder (the "Selling
Stockholder"). Following the Company Prospectus, there are alternate pages to be
included in a second prospectus (the "Alternate Prospectus") which will be used
by selling securityholders (the "Selling Securityholders") in connection with an
offering to be made on a delayed, non-underwritten basis by them for their
accounts of 1,155,000 shares of Common Stock, 2,462,515 warrants and 25,000
shares of Common Stock to be issued upon exercise of an option held by one of
the Selling Securityholders. The Alternate Prospectus will be identical to the
Company Prospectus, except for the changes indicated by the alternate pages.
Such changes will include alternate front and back outside cover pages (to be
substituted for the cover pages of the Company Prospectus), alternate pages
containing additional information concerning the Selling Securityholders and the
plan of distribution disclosed under the captions "Selling Securityholders" and
"Plan of Distribution." The Alternate Prospectus will omit matters not
applicable to the offering to be made thereby, including "Underwriting" and the
disclosures concerning the counsel to the Representative set forth under the
caption "Legal Matters."
<PAGE> 4

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED NOVEMBER 7, 1997

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.

1,650,000 SHARES OF COMMON STOCK

Russian Wireless Telephone Company, Inc., a Delaware corporation (the
"Company"), hereby offers (the "Offering") 1,620,000 shares of common stock,
$.01 par value (the "Common Stock") of the Company. The initial public offering
price of the Common Stock is $7.00. This Prospectus also relates to the offering
(the "Selling Stockholder's Offering") of 30,000 shares of Common Stock by a
selling stockholder (the "Selling Stockholder").

Prior to this Offering, there has been no market for the Common Stock.
Although it is anticipated that the Common Stock will be traded in the
over-the-counter market on the OTC Bulletin Board maintained by the National
Association of Securities Dealers, Inc. (the "OTC Bulletin Board"), there can be
no assurance that such a market will develop after the completion of this
Offering. The offering price of the shares of Common Stock offered hereby has
been determined by negotiation between the Company and J.W. Barclay & Co., Inc.,
the representative of the Underwriters (the "Representative"), and is not
necessarily related to the Company's asset value, net worth or other established
criteria of value. The Representative will not be making a market in the Common
Stock being offered hereby. The absence of market making activities in the
Common Stock by the Representative may have a material adverse effect on the
liquidity of the Common Stock offered hereby, which could make it more difficult
for investors in this Offering to purchase or sell such securities. See "Risk
Factors" and "Underwriting."

THESE ARE SPECULATIVE SECURITIES. THE SECURITIES OFFERED HEREBY INVOLVE A
HIGH DEGREE OF RISK AND IMMEDIATE AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS"
ON PAGE 13 AND "DILUTION" ON PAGE 30.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=====================================================================================================
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS PROCEEDS TO SELLING
PUBLIC AND COMMISSIONS(1) COMPANY(2) STOCKHOLDER(3)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share..................... $7.00 $.63 $6.37 $6.37
- -----------------------------------------------------------------------------------------------------
Total(4)...................... $11,550,000 $1,039,500 $10,319,400 $191,100
=====================================================================================================
</TABLE>

(1) Does not include (i) a warrant to be issued to the Representative to
purchase 165,000 shares of Common Stock at an exercise price equal to 165%
of the public offering price of the Common Stock (the "Representative's
Warrant"), (ii) a non-accountable expense allowance payable to the
Representative equal to 3% of the gross proceeds of the Offering and (iii) a
consulting agreement providing for fees totalling $125,000 which is payable
to the Representative in full on the closing of this Offering. The Company
has agreed to indemnify the Underwriters against, or contribute to losses
arising from, certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting" and "Use of Proceeds."

(2) Before deducting estimated expenses of this Offering, including the
Representative's non-accountable expense allowance (net of a $25,000 advance
paid by the Company), of $1,235,200 in the aggregate (or $1,287,175 if the
Underwriters' over-allotment option is exercised in full) payable by the
Company.

(3) Before deducting the Representative's non-accountable expense allowance of
$6,300 payable by the Selling Stockholder.

(4) The Company has granted the Underwriters an option exercisable for a period
of 45 days from the date of this Prospectus to purchase up to an additional
247,500 shares of Common Stock upon the same terms and conditions as the
Common Stock being offered hereby, solely to cover over-allotments, if any
(the "Over-Allotment Option"). If the Over Allotment Option is exercised in
full, the total Price to Public, Underwriting Discounts and Commissions,
Proceeds to Company and Proceeds to the Selling Stockholder will be
$13,282,500, $1,195,425, $11,895,975 and $191,100, respectively. See
"Underwriting."

In addition to the Common Stock being offered by the Company and the Common
Stock being offered by the Selling Stockholder pursuant to this Prospectus, the
Registration Statement of which this Prospectus is a part also covers 1,155,000
shares of Common Stock, 2,450,015 warrants (and the shares of Common Stock
issuable upon exercise thereof), as well as 25,000 shares of Common Stock
issuable upon exercise of an option granted by the Company to the Chairman of
its Board of Directors, all of which are being offered by certain selling
securityholders (the "Selling Securityholders").
---------------------

THE COMMON STOCK IS BEING OFFERED BY THE SEVERAL UNDERWRITERS NAMED HEREIN
ON A FIRM COMMITMENT BASIS, SUBJECT TO PRIOR SALE, WHEN, AS AND IF DELIVERED TO
AND ACCEPTED BY THEM AND SUBJECT TO CERTAIN OTHER CONDITIONS. IT IS EXPECTED
THAT DELIVERY OF THE CERTIFICATES REPRESENTING THE COMMON STOCK WILL BE MADE
AGAINST PAYMENT THEREFOR AT THE OFFICES OF J.W. BARCLAY & CO., INC., ONE BATTERY
PARK PLAZA, NEW YORK, NEW YORK 10004, OR THROUGH THE FACILITIES OF THE
DEPOSITARY TRUST COMPANY, ON OR ABOUT , 1997.

J.W. BARCLAY & CO., INC.

The date of this Prospectus is , 1997
<PAGE> 5

THE REPRESENTATIVE IS PROHIBITED FROM MAKING A MARKET IN OTC BULLETIN BOARD
SECURITIES, AND THEREFORE, WILL NOT MAKE A MARKET IN THE SHARES OF COMMON STOCK
OFFERED HEREBY. SEE, RISK FACTORS. AS A RESULT, THE REPRESENTATIVE WILL NOT
EFFECT ANY TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK. THE INABILITY OF THE REPRESENTATIVE TO MAKE SUCH A MARKET AND
UNDERTAKE STABILIZING TRANSACTIONS COULD MATERIALLY ADVERSELY AFFECT THE
LIQUIDITY OF THE SECURITIES OFFERED HEREBY. IN CONNECTION WITH THIS OFFERING,
HOWEVER, OTHER UNDERWRITERS (OTHER THAN THE REPRESENTATIVE) MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

---------------------

AVAILABLE INFORMATION

The Company has filed with the Washington, D.C. office of the U.S.
Securities and Exchange Commission (the "Commission" or "SEC") a registration
statement on Form SB-2 (the "Registration Statement") under the Securities Act
which includes this Prospectus. This Prospectus, which constitutes a part of the
Registration Statement is materially complete, but does not contain all the
information set forth in the Registration Statement and exhibits thereto. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement and the exhibits
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.

The Company will be subject to the reporting requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"). Reports, proxy and
information statements and other information which the Company will be filing
thereunder may be inspected without charge, and copied at prescribed rates at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549; and at the Commission's Regional Offices at
Seven World Trade Center, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. In addition thereto, such reports, proxy
and information statements and other information will be accessible and
retrievable from the Website maintained by the Commission at http://www.sec.gov.

The Company intends to distribute to its stockholders annual reports
containing financial statements audited by its independent accountants
approximately five months after the close of each fiscal year, and will
distribute such other periodic reports to its stockholders as the Company may
deem to be appropriate, or as may be required by law. The Company's fiscal year
ends on December 31 of each year.

ENFORCEMENT OF CIVIL LIABILITIES

The Company was incorporated in the State of Delaware. However,
substantially all of the assets of the Company are located in the Russian
Federation, and are owned by three closed joint stock companies organized under
the laws of the Russian Federation, Corbina Telecommunications ("Corbina"),
CompTel Ltd. ("CompTel") and Investelektrosvyaz ("Investelektro"). The Company
is the owner and holder of 75% of the outstanding capital stock of Corbina and
CompTel. CompTel is the owner and holder of 51% of the outstanding capital stock
of Investelektro. The balance of the outstanding shares of capital stock of such
companies is owned by individuals and entities domiciled in the Russian
Federation, and by one individual who (a) is a former citizen of the Russian
Federation, (b) is now a citizen of the United States, and (c) in his capacity
as a key employee of the Company, spends the majority of his time outside of the
United States. By reason of the foregoing, it may not be possible for investors
to effect service of process within the United States upon such joint stock
companies, such other stockholders or said key employee, or to enforce in the
United States or outside of the United States judgments obtained against such
joint stock companies, such other stockholders or such key employee in the
United States courts, or to enforce in the United States courts judgments
obtained against such joint stock companies, such other stockholders or key
employee in courts in jurisdictions outside of the United States, in each case,
in any action, including actions predicated upon the civil liability provisions
of the United States securities laws. In addition, it may be difficult for
investors to enforce, in original actions brought in jurisdictions located
outside of the United States, liabilities predicated upon the United States
securities laws. No treaty exists between the United States and the Russian
Federation for the reciprocal enforcement of foreign court judgments. See "Risk
Factors -- Legal Risks."
<PAGE> 6

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Financial Statements and Notes thereto appearing elsewhere in
this Prospectus. As used in this Prospectus, (i) "Corbina" means Closed Joint
Stock Company Corbina Telecommunications, a closed joint stock company organized
under the laws of the Russian Federation which is 75% owned by the Company and
25% owned by Mikhail Leibov ("Mr. Leibov"), a key executive of the Company; (ii)
"CompTel" means Closed Joint Stock Company CompTel Ltd., a closed joint stock
company organized under the laws of the Russian Federation which is 75% owned by
the Company and 25% owned by Mr. Leibov; and (iii) "Investelektro" means Closed
Joint Stock Company Investelektrosvyaz, a closed joint stock company organized
under the laws of the Russian Federation which is 51% owned by CompTel and 49%
owned by investors who are not employees, directors or stockholders of the
Company. See Appendix A for the definitions of certain terms used in this
Prospectus. See Appendix B for a description of recent historical, political and
economic conditions in the Russian Federation (which is sometimes hereinafter
referred to as "Russia").

Unless otherwise indicated, all information in this Prospectus assumes no
exercise of the Underwriters' over-allotment option or the Representative's
Warrant, and all financial statements and data contained in this Prospectus have
been presented in accordance with U.S. generally accepted accounting principles.
See "Underwriting."

THE COMPANY

Russian Wireless Telephone Company, Inc., a Delaware corporation, through
its Russian subsidiaries, Corbina, CompTel and Investelektro (collectively, the
"Subsidiaries"), is a provider of local, domestic and international
telecommunications services, principally in the metropolitan area of the city of
Moscow and the suburban environs of Moscow in the Russian Federation
(collectively, the "Moscow Region").

The Company's goal is to become a preferred provider of telecommunications
services initially to the business community in the Moscow Region, and
subsequently to other markets in the Russian Federation. The Company believes it
can achieve such goal by providing high quality, cost effective local and long
distance telecommunications services in such areas. The Company intends to
provide such services by using the net proceeds of this Offering to, among other
things, construct a state-of-the-art wireless local loop telecommunications
network and to expand its long distance telecommunications operations.

PROPOSED WIRELESS LOCAL LOOP OPERATIONS

The Company, through Investelektro, intends to construct and operate
state-of-the-art wireless local loop telecommunications systems in the cities of
Moscow, St. Petersburg, Novosibirsk, Nizhny Novgorod and Ekaterinburg and the
suburban environs of Moscow (the "Licensed Territory"). Investelektro, has
received a license from the Ministry of Communications (the "MOC") which,
pursuant to a governmental restructuring which occurred on March 17, 1997, has
been renamed as the State Committee of the Russian Federation on Communications
and Information (the "State Communications Committee"), authorizing it to
construct and operate its proposed wireless local loop system in the Licensed
Territory (the "License"), it has received preliminary approval regarding the
assignment of radio frequencies for its use in connection with such operations
and it is awaiting receipt of final approval of such frequency assignments. It
is anticipated that the first wireless local loop system will be constructed in
the Moscow Region.

A wireless local loop system is a radiotelephone system that provides
telecommunications service to fixed locations, such as homes and businesses,
without the traditional network of poles and two-wire copper cables. It utilizes
a conventional telephone handset that is plugged into a radio receiver unit and
operates in exactly the same manner as a conventional telephone. In addition,
the system provides the customer at least limited mobility; the communications
system is fully accessible as long as the subscriber moves around within the
system's coverage area. The primary advantage of a wireless local loop network
over traditional wireline technology is speed of installation. A telephone
switch typically takes several weeks to install, and individual phone lines, in
both remote as well as urban areas, can require several years, depending on the
size of the

3
<PAGE> 7

proposed system. With a wireless local loop system, however, several thousand
customers inside a typical coverage area (with a radius of approximately 18
miles) can obtain instant access to the network when the system is activated.
Deployment of a wireless local loop system drastically reduces installation time
to a few weeks for an entire communications system. See
"Business -- Investelektro's Proposed Wireless Local Loop Operations."

LONG DISTANCE TELECOMMUNICATIONS OPERATIONS

Corbina is a switch-based reseller of domestic and international long
distance services primarily to business customers in the Moscow Region. Corbina
began commercial operations in March, 1996. Corbina's long distance operations
consist of reselling the long distance services of Russian long distance
carriers including Rustelnet and Global One ("Global One"), a joint venture of
Sprint Communications Company, Deutche Telekom AG and France Telecom. Pursuant
to agreements that Corbina has entered into with such primary long distance
carriers, it offers to its customers the long distance services of these
carriers at rates lower than those available directly from the carriers.

RUSSIAN TELECOMMUNICATIONS INDUSTRY OVERVIEW

In the Soviet era, telecommunications in the Russian Federation (and in the
other republics of the former Soviet Union) was viewed as existing principally
to serve the defense and security needs of the state. As a result, the Company
believes that the public telecommunications network in the Soviet Union was
underdeveloped. With the break-up of the Soviet Union and the liberalization of
the economies of its former republics, the demand for telecommunications
services has increased significantly, as evidenced by data published by the
State Communications Committee revealing a waiting list for telephone line
installations of 9.7 million in Russia at year end 1995. Russia and the
governments of the countries of the former Soviet Union do not currently have
the significant capital necessary for the development of the telecommunications
infrastructure. As a result, they have actively encouraged market
liberalization, privatization and foreign investment in the telecommunications
sector. This has resulted in significant development in the area of fixed wire
overlay systems, private networks and cellular and data services. As modern
telecommunications capability is critical to the successful transition to a
market economy, it is expected that the next stage of development will focus on
basic local telecommunications infrastructure.

The Company believes that the lack of highly developed local and long
distance telecommunications systems in Russia has created a significant market
opportunity for the Company. Inadequate investment in public telecommunications
during the Soviet era and restrictions on access to advanced Western technology
have resulted in an underdeveloped telephone system in the Russian Federation.
As private enterprise has developed in the Russian Federation since the break-up
of the former Soviet Union, the demand for quality telecommunications services
has increased dramatically. According to the State Communications Committee,
there were approximately 26 million telephone lines in Russia at year end 1995.
This fact, coupled with the above-mentioned waiting list for telephone line
installation of 9.7 million at year end 1995, has led the Company to conclude
that significant pent-up demand for local and long distance telephone services
exists in Russia, and that the lack of highly developed wireline
telecommunications systems in Russia has resulted in some subscribers looking to
wireless telecommunications systems, primarily cellular, as a substitute, rather
than a supplement, to wireline systems. The Company believes that the high cost
and lengthy time required to build the infrastructure necessary to install and
upgrade local wireline services makes it feasible for the Company to provide
wireless local loop services as a primary form of telecommunications in certain
ares of the Moscow Region where wireline services are inadequate or
non-existent.

The Company believes, based upon its review of population data published by
the State Communications Committee, that the Moscow Region, as the commercial
and political center of the Russian Federation, has the greatest demand for
quality telecommunications services. According to the State Communications
Committee, in the Moscow Region there was a waiting list for line installation
of over 164,000 at December 31, 1995. The Company believes that the Moscow
Region, which has a per capita income level approximately three times the
national average of the Russian Federation, has the ability to support a
significant increase in local telecommunications subscribers.

4
<PAGE> 8

The telecommunications market in the Moscow Region, an area with a
population of approximately twelve million, is characterized by low activated
penetration rates, substantial bottlenecks on the public network and outdated
switching technology. The Company believes the Moscow Region is an attractive
market for the provision of integrated telecommunications services due to the
current inadequacies of the public network as well as the rapid development of
Russian and foreign businesses in the city.

RUSSIAN LONG DISTANCE MARKET

The size of the Russian long distance market, according to data published
by the State Communications Committee, has grown significantly, with
international and long distance services accounting for approximately 57% of the
estimated $4.5 billion market which currently exists for telecommunications
services throughout the Russian Federation. The Company believes that the volume
of international and long distance telephone services will continue to grow as
current and planned improvements to the Russian Federation's long distance
telecommunications network infrastructure are made by Rostelecom, the government
controlled provider of national and long distance telecommunications services,
and other privately held licensed long distance carriers.

COMPANY INFORMATION

The Company was organized in April 1994 under the name Telcom Group USA,
Inc., and was certified by the New York Public Service Commission to operate as
a reseller of all forms of telephone services via landline telephone company or
other common carrier facilities located in the state of New York. The Company
was engaged principally as a provider of long distance telecommunications
services in the New York metropolitan area. With the passage of the Federal
Telecommunications Act of 1996, and the subsequent entry of long distance
carriers into local markets, the Company began to phase out operations in New
York and focused its efforts on the international markets, particularly the
Russian Federation. In July 1996, the Company purchased from Mr. Leibov for
$5,000 an option to acquire 105 of the 140 issued shares (i.e., 75%) of the
capital stock of Corbina for $190,000. On January 28, 1997, the Company
exercised its option, and acquired said 75% ownership interest in Corbina. As of
the date of this Prospectus, the Company's sole operations and revenue source
consists of the long distance reselling activities conducted by Corbina in the
Moscow Region. The Company is wholly dependent on the proceeds of this Offering
to construct its proposed wireless local loop network and to expand its long
distance telecommunications reselling operations in the Moscow Region. During
the year ended December 31, 1996, the Company incurred a net loss of $1,470,878
on total revenues of $8,043, and Corbina incurred a net loss of $209,813 on
total revenues of $1,011,914. During the six month period ended June 30, 1997,
the Company (excluding Corbina) incurred a net loss of $7,835,118 (including a
one time compensation charge of $5,250,000 to account for the merger of Russian
Wireless Telephone Company, Inc. ("Russian Wireless") with and into the Company)
on minimal revenues, and Corbina incurred a net loss of $78,111 on total
revenues of $1,265,435. See "Risk Factors" and "Business -- General Overview."

The Company's office is located at 575 Lexington Avenue, New York, New York
10017, and its telephone number is (212) 486-2900. The Subsidiaries' offices are
located at 30/15 Ryazansky Prospect, Moscow, Russian Federation.

RECENT DEVELOPMENTS

In December 1996, the Company borrowed $750,000 from three non-affiliated
persons and issued to such persons an aggregate of 450,000 shares of Common
Stock (the "Bridge Financing"), none of which are being registered for sale in
this Offering. The Company must repay said $750,000, together with interest
thereon accruing at a rate of 8% per annum on the earlier to occur of (i) three
business days following the receipt by the Company of the net proceeds of the
Offering or (ii) October 31, 1998. The Company did not make such repayment on
October 31, 1997. It intends to make such repayment with a portion of the
proceeds of this Offering.

5
<PAGE> 9

THE OFFERING

Securities offered by The Company... 1,620,000 shares of Common Stock

The Selling Stockholder............. 30,000 shares of Common Stock

Common Stock Outstanding Before the
Offering(1)....................... 2,485,000 shares

Common Stock to be Outstanding After
the Offering(2)..................... 4,105,000 shares

Use of proceeds..................... The net proceeds of the Offering will
be used, among other purposes, to
provide additional capital to
Corbina, to purchase switching
hardware and software for connection
of Investelektro's customers to the
Moscow public telephone system, to
purchase equipment and to acquire
antenna sites to be used in
connection with the development and
construction of Investelektro's
proposed wireless local loop
telecommunications system in the
Moscow Region, to repay $3,309,000 of
indebtedness and for working capital.
See "Use of Proceeds;" and
"Management's Discussion and Analysis
of Financial Condition and Results of
Operations -- Liquidity and Capital
Resources."

OTC Bulletin Board Symbol(3)........ RWTC

6
<PAGE> 10

a separate prospectus by certain Selling Securityholders; (iii) 2,000,015
shares issuable upon exercise of common stock purchase warrants issued to
investors in the Company's third private placement of securities (the "Third
Private Placement Warrants"), all of which are being offered for sale
pursuant to a separate prospectus by certain Selling Securityholders; (iv)
25,000 shares issuable upon exercise of an option issued to Jack W.
Buechner, the Chairman of the Company's Board of Directors (the "Buechner
Option"); and (v) 1,000,000 shares reserved for issuance under the Company's
Omnibus Stock Option Plan (including 250,000 shares thereof issuable to Mr.
Leibov pursuant to his employment agreement with the Company upon the
occurrence of certain events. See "Description of Securities;" "Management;"
and "Concurrent Registration of Securities."

(2) Does not include up to 4,650,015 shares of Common Stock issuable in the
events that (i) all of the 750,000 First Private Placement Warrants, the
462,500 Second Private Placement Warrants and the 2,000,015 Third Private
Placement Warrants are fully exercised; (ii) the Company issues 165,000
shares of Common Stock upon exercise of the Representative's Warrant; (iii)
the Company issues 247,500 shares of Common Stock upon full exercise of the
Underwriters' over-allotment option; (iv) all 1,000,000 of the shares of
Common Stock which have been reserved for issuance under the Company's
Omnibus Stock Incentive Plan shall be issued (including up to 250,000 shares
of Common Stock issuable to Mr. Leibov pursuant to his employment
agreement); and (v) the 25,000 shares of Common Stock underlying the
Buechner Option are issued. See "Management;" "Description of Securities;"
and "Underwriting."

(3) The Company anticipates that the Common Stock will be quoted on the OTC
Bulletin Board. An OTC Bulletin Board quotation listing does not imply that
a liquid and active market will develop or be sustained for the securities
upon completion of the Offering. Pursuant to the terms of the restriction
letter (the "Restriction Letter") between the Representative and the
National Association of Securities Dealers, Inc. (the "NASD"), the
Representative is prohibited from making a market in securities listed on
the OTC Bulletin Board. Accordingly, the Representative will not make a
market in the shares of Common Stock offered hereby. However, the
Representative is not prohibited from executing buy and/or sell orders for
its customers on an agency basis. See "Risk Factors -- Representative Will
Not Make a Market in the Common Stock."

7
<PAGE> 11

HISTORICAL AND PROFORMA FINANCIAL DATA

The following historical financial data relating to the Company for the
year ended December 31, 1996 has been derived from the audited financial
statements appearing elsewhere herein. Such information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the Financial Statements and notes thereto appearing
elsewhere therein. The income statement data with respect to the six month
period ended June 30, 1997 are derived from the unaudited financial statements
appearing elsewhere herein. In the opinion of management of the Company, such
unaudited financial statements have been prepared on the same basis as the
audited financial statements and include all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation thereof. The income
statement data for the six month period ended June 30, 1997 is not necessarily
indicative of the results which may be expected for any interim period or the
full fiscal year.

The Proforma Combined Company information includes and accounts for the
effects of the merger of Russian Wireless with and into the Company and the
Company's acquisition of a 75% ownership interest in Corbina (i) on the
statement of operations for the year ended December 31, 1996 as if the merger
and acquisition had occurred on December 31, 1995; and (ii) on the statement of
operations for the six months ended June 30, 1997 as if the merger and
acquisition had occurred on December 31, 1996. The aforementioned information
does not include financial results of CompTel or Investelektro, since the
effects thereof were immaterial.

The Proforma as Adjusted information includes and accounts for the effects
of (a) the payment of the principal and accrued interest on certain indebtedness
owed by the Company to a former stockholder and pursuant to the Second Private
Placement, the Third Private Placement and the Bridge Financing, and (b) the
anticipated results of the completion of the sale of 1,620,000 shares of Common
Stock offered hereby (not including 247,500 shares of Common Stock subject to
the Underwriters' Over-allotment Option) at an assumed offering price of $7.00
per share after deduction of the estimated underwriting discounts and
commissions and the expenses of the Offering) upon (i) the balance sheet as if
the aforementioned events had occurred on June 30, 1997; (ii) on the statement
of operations for the year ended December 31, 1996 as if such events had
occurred on December 31, 1995; and (iii) on the statement of operations for the
six months ended June 30, 1997 as if such events had occurred on December 31,
1996.

The Company's employment agreement with Mr. Leibov contains certain
performance based compensation provisions which provide, among other things,
that, in the event that Corbina's operating income for any of its fiscal years
ending during the five year term of the employment agreement shall be greater
than $3,400,000, then, the Company shall transfer, subject to certain
restrictions on transfer and a right of first refusal, such number of Corbina
shares held by it equal to 10% of the total number of outstanding shares of
Corbina, thereby reducing the Company's ownership of Corbina to 65%. If
Corbina's revenues exceed $3,400,000 in any fiscal year following the transfer
of such shares to Mr. Leibov, his employment agreement further provides that he
shall be entitled to receive up to 250,000 shares of the Company's Common Stock
calculated by dividing the difference between Corbina's operating income and
$3,400,000 by the share price, as defined. The issuance of any shares to Mr.
Leibov under his employment agreement will be charged to compensation expense
and will be valued at the then present market price of such shares. See "Risk
Factors -- Effect of Minority Ownership Interest Upon Potential Revenues and Net
Income from Subsidiaries" and "Management -- Executive Employment Agreements."

8
<PAGE> 12

STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996:

<TABLE>
<CAPTION>
RUSSIAN
WIRELESS CORBINA PROFORMA PROFORMA COMBINED
THE TELEPHONE TELECOM- PROFORMA COMBINED TRANSACTION COMPANIES AS
COMPANY COMPANY, INC. MUNICATIONS(1) ADJUSTMENTS COMPANY ADJUSTMENTS ADJUSTED
---------- ------------- -------------- ----------- ---------- ----------- -----------------
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.......... -- -- $ 1,012 -- $ 1,012 -- $ 1,012
Cost of
Services........ -- -- 827 -- 827 -- 827
------- ------- ------- ------- ------- ------- -------
Gross Profit...... -- -- 185 -- 185 -- 185
Commission
Income.......... $ 8 -- -- -- 8 -- 8
------- ------- ------- ------- ------- ------- -------
Net Revenues...... 8 -- 185 -- 193 -- 193
Operating
Expenses:
Officer's
Salaries...... $ 5,250(2)
100 -- -- $ 175(4) 5,525 $ 175(7) 5,700
Selling, General
and
Administrative
Expenses...... 483 $ 35 372 (70)(4) 820 25(5) 845
Writedown of
Equipment..... -- --
Depreciation and
Amortization... 210 65(3) 275 275
------- ------- ------- ------- ------- ------- -------
Total Operating
Expenses........ 793 35 372 5,420 6,620 200 6,820
------- ------- ------- ------- ------- ------- -------
Operating Loss.... (785) (35) (187) (5,420) (6,427) (200) (6,627)
Other (Income)
Expenses:
Interest and
financing
costs......... 686 -- -- -- 686 (618)(6) 68
Foreign Exchange
Loss.......... -- -- 13 -- 13 13
------- ------- ------- ------- ------- ------- -------
Loss Before
Provision for
Income Taxes and
Extraordinary
Items........... (1,471) (35) (200) (5,420) (7,126) 418 (6,708)
Provision for
Income Taxes.... (9) (9) (9)
------- ------- ------- ------- ------- ------- -------
Loss Before
Extraordinary
Items........... $ (1,471) $ (35) $ (209) $(5,420) $ (7,135) $ 418 $ (6,717)
------- ------- ------- ------- ------- ------- -------
Net Loss Per
Share........... $ (.67) $(14.00) $ (1,499) $ (2.41) $ (2.28)
Weighted Average
Shares (8)...... 2,210,000 2,500 140 2,960,000 2,940,100
</TABLE>

9
<PAGE> 13

STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997:

<TABLE>
<CAPTION>
PROFORMA
THE PROFORMA COMBINED
COMPANY PROFORMA COMBINED TRANSACTION COMPANIES
CONSOLIDATED ADJUSTMENTS COMPANY ADJUSTMENTS AS ADJUSTED
------------ ----------- --------- ------------ -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues............................ $ 1,266 -- $ 1,266 -- $ 1,266
Cost of Services.................... 1,197 -- 1,197 -- 1,197
------- ---- ------- ----- -------
Gross Profit........................ 69 -- 69 -- 69
------- ---- ------- ----- -------
Net Revenues
Operating Expenses:
Officers' Salaries................ 5,335 88(4) 5,423 175(7) 5,598
Selling, General and
Administrative Expenses........ 473 (36)(4) 437 21(5) 458
Depreciation and Amortization..... 1,680 -- 1,680 -- 1,680
------- ---- ------- ----- -------
Total Operating Expenses............ 7,488 52 7,540 196 7,736
Operating Loss...................... (7,419) (52) (7,471) (196) (7,667)
Other (Income) Expenses:
Interest and financing costs...... 420 -- 420 (386)(6) 34
Foreign Exchange Gain............. (4) -- (4) -- (4)
------- ---- ------- ----- -------
Loss Before Provision for Income
Taxes............................. (7,835) (52) (7,887) 190 (7,697)
Provision for Income Taxes.......... -- -- -- -- --
------- ---- ------- ----- -------
Net Loss............................ $ (7,835) $ (52) $ (7,887) $ 190 $ (7,697)
======= ==== ======= ===== =======
Net Loss Per Share.................. $ (2.78) $ (2.64) $ (2.60)
Weighted Average Shares(9).......... 2,815,110 2,985,000 2,965,100
</TABLE>

- ---------------
Statement of Operations Proforma Adjustments:

(1) Corbina's data is presented for the period from December 1, 1995 (inception)
through December 31, 1996. Corbina commenced business operations in March
1996.

(2) To record increase in compensation expense resulting from the merger of
Russian Wireless with and into the Company, based on the assumed public
offering price of the Common Stock of $7.00 per share.

(3) To record amortization of goodwill in connection with the acquisition of
Corbina. Goodwill is being amortized over a five year period.

(4) To record additional salary expense based upon the Company's employment
agreement with Mr. Leibov. See "Management -- Executive Employment
Agreements."

Transaction Adjustments:

(5) To amortize prepaid consulting fees aggregating $125,000 over a period of
three years. See "Underwriting."

(6) To reduce interest expense based upon an assumed application of a portion of
the proceeds of the Offering to reduce debt. See "Use of Proceeds."

(7) To record issuance of 25,000 additional shares of Common Stock valued at the
assumed $7.00 offering price of the Common Stock pursuant to this
Prospectus. Such shares are issuable pursuant to the Company's employment
agreement with Mr. Leibov. See "Management -- Executive Employment
Agreements."

(8) The weighted average number of shares outstanding was calculated using the
historical weighted average number of shares of Common Stock outstanding at
December 31, 1996 (2,210,000 shares), adjusted for the Proforma Combined
Company to account for the issuance of all of the 750,000 shares of Common

10
<PAGE> 14

Stock issued in connection with the merger of Russian Wireless with and into
the Company (the "Merger"), as though such transaction had occurred on
January 1, 1996, and further adjusted for the Proforma Combined Companies As
Adjusted to account for (a) 25,000 shares of Common Stock to be issued to
Mr. Leibov pursuant to his employment agreement; (b) 500,000 shares of
Common Stock canceled by the Company after the contribution thereof by Mr.
Nathan; and (c) the sale of approximately 455,100 shares of Common Stock at
an assumed net offering price of $6.37 per share ($7.00 less Underwriters'
Discounts and Commissions), the proceeds of which would be necessary to fund
the retirement of debt.

(9) The weighted average number of shares outstanding was calculated using the
historical weighted average number of shares of Common Stock outstanding at
June 30, 1997 (2,815,110 shares), adjusted for the Proforma Combined Company
to include 169,890 shares of Common Stock, i.e., that portion of the 750,000
shares Common Stock issued in connection with the Merger which were not
included in said 2,815,110 shares, as though such transaction had occurred
on January 1, 1997, and further adjusted for the Proforma Combined Companies
As Adjusted to account for (a) 25,000 shares of Common Stock to be issued to
Mr. Leibov pursuant to his employment agreement; (b) 500,000 shares of
Common Stock canceled by the Company after the contribution thereof by Mr.
Nathan; and (c) the sale of approximately 455,100 shares of Common Stock at
an assumed net offering price of $6.37 per share ($7.00 less Underwriters'
Discounts and Commissions), the proceeds of which would be necessary to fund
the retirement of debt.

11
<PAGE> 15

BALANCE SHEET AT JUNE 30, 1997:

<TABLE>
<CAPTION>
THE TRANSACTION PROFORMA AS
COMPANY ADJUSTMENTS ADJUSTED
-------- ------------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents............................... $ 25 $ 11,340(a) $ 5,615
(2,381)(b)
(3,369)(c)
Accounts Receivable, Net................................ 515 515
Prepaid Expenses and Other Current Assets............... 284 125(b) 409
-------- -------- --------
Total Current Assets.................................... 824 5,715 6,539
Property and Equipment, Net............................. 210 210
Deferred Registration Fees.............................. 762 (762)(d) 0
Goodwill in Corbina, Net................................ 294 294
Organization Costs...................................... 2 2
-------- -------- --------
Total Assets.................................. $ 2,092 $ 4,953 $ 7,045
======== ======== ========
Current Liabilities:
Notes Payable......................................... 2,899 (2,899)(c) 0
Accrued Interest Payable.............................. 494 (470)(c) 24
Accounts Payable and Accrued Expenses................. 1,848 (762)(d) 1,086
-------- -------- --------
Total Current Liabilities............................... 5,241 (4,131) 1,110
Long Term Debt.......................................... 389 389
Stockholders' Equity (Deficiency):
Common Stock.......................................... 30 11(a) 41
Additional Paid In Capital.............................. 7,583 11,329(a) 16,656
(2,256)(b)
Accumulated Deficit..................................... (11,151) (11,151)
-------- -------- --------
Total Stockholders' Equity (Deficiency)................. (3,538) 9,084 5,546
-------- -------- --------
Total Liabilities and Stockholders' Equity
(Deficiency).......................................... $ 2,092 $ 4,953 $ 7,045
======== ======== ========
</TABLE>

- ---------------
Transaction Adjustments:

(a) To reflect the issuance of 1,620,000 shares of Common Stock at $7.00 per
share, and the cancellation of 500,000 shares of Common Stock which were
returned by Mr. Nathan.

(b) To record offering costs as follows: offering expenses consisting of
professional fees, Blue Sky fees and expenses, printing and engraving costs
and miscellaneous charges aggregating $920,000 (of which $762,000 already
has been accrued), the Underwriters' discounts and commissions aggregating
$1,020,600, the Representative's non-accountable expense allowance (net of a
$25,000 advance) aggregating $315,200 and the Representative's pre-paid
financial consulting fee of $125,000. See "Underwriting."

(c) To record the repayment of debt and accrued interest at June 30, 1997 and to
write-off unamortized discounts on notes payable to additional paid in
capital.

(d) To write-off $762,000 of deferred registration fees, including a $25,000
advance with respect to the Representative's non-accountable expense
allowance against paid in capital.

12
<PAGE> 16

RISK FACTORS

An investment in the Common Stock and Warrants offered hereby involves a
high degree of risk. Prospective investors should carefully consider all of the
information in this Prospectus including the following risk factors.

LIMITED OPERATING HISTORY; NO EXPERIENCE IN OPERATING BUSINESSES LOCATED IN THE
RUSSIAN FEDERATION; EARLY STAGE OF DEVELOPMENT IN RUSSIA; CONTINUING LOSSES AND
STOCKHOLDERS' DEFICIENCIES; COMPANY'S AND CORBINA'S ABILITIES TO CONTINUE AS
GOING CONCERNS

Since 1994, the Company has engaged in limited business activities as a
reseller of long distance telephone services in the United States. Although it
has engaged in such business activities since 1994, it has not heretofore
engaged in any business activities in, and has no experience regarding the
operation of any business in, the Russian Federation. During the past nine
months, the Company's resources have been principally dedicated to identifying
business opportunities in the telecommunications industry in the Russian
Federation. The establishment and operation of a proposed wireless local loop
telecommunications system by the CompTel may require further capital
investments, development and regulatory approvals. The Company may be faced with
problems, delays, expenses and difficulties which are typically encountered by
companies in an early stage of development, many of which may be beyond the
Company's control. These include, but are not limited to, undercapitalization,
unanticipated problems and costs related to development, regulatory compliance,
production, marketing, economic and political factors and competition. There can
be no assurance that the Company will be able to develop, provide at reasonable
cost, or market successfully, any of its products or services. Furthermore,
during the year ended December 31, 1996, the Company incurred losses from
operations of $784,848, had a working capital deficiency of $849,259, a
stockholders' deficiency of $953,610 and an accumulated deficit of $3,316,218;
and Corbina incurred losses from operations of $209,813, had a working capital
deficiency of $214,257 and a stockholders' deficiency of $126,629. Moreover,
during the six months ended June 30, 1997, the Company incurred losses from
operations of $7,418,632 (including a one time charge of $5,250,000), had a
working capital deficiency of $4,418,579 (including Corbina's deficiency of
$395,605), a stockholders' deficiency of $3,538,728 and an accumulated deficit
of $11,151,336; and Corbina incurred losses from operations of $78,111, had a
working capital deficiency of $395,605 and a stockholders' deficiency of
$204,740. Such factors raise substantial doubt about the Company's and Corbina's
respective abilities to continue as going concerns. In this regard, see the
Reports of Independent Auditors accompanying the Company's and Corbina's audited
financial statements appearing elsewhere herein which cite substantial doubts
about the Company's and Corbina's abilities to continue as going concerns. There
can be no assurance that the Company or Corbina will achieve profitability in
the future, if at all. If the Company and Corbina fail to achieve profitability,
the Company's growth strategies could be materially adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

DEPENDENCE ON KEY MANAGEMENT; NO KEY MAN INSURANCE COVERAGE

The Company's various businesses will be managed by a small number of key
management personnel, both expatriate and local. The Company's proposed business
operations are dependent upon Ronald G. Nathan, the Company's Chief Executive
Officer, and Mr. Leibov, the Executive Vice President of the Company and Chief
Executive Officer of Corbina, CompTel and Investelektro, for technical guidance
and management. In 1995, the Company entered into an employment agreement with
Mr. Nathan for a term of two years which has been extended through December
1999. Such agreement provides that Mr. Nathan must devote substantially all of
his time (approximately 40 hours per week) to the Company as its Chief Executive
Officer. The Company has also entered into an employment agreement with Mr.
Leibov which provides for his rendition of services as Executive Vice President
of the Company, and as Chief Executive Officer of Corbina, CompTel and
Investelektro during the five year term which commenced on February 1, 1997. The
Company does not have any agreement with Mr. Leibov which would prohibit him
from competing with the Company upon termination of his employment with the
Company. In the event that Mr. Leibov's services were to become unavailable to
the Company for any reason, the Company's existing and proposed operations in
the Russian Federation would be severely jeopardized. The Company has applied
for key man insurance coverage

13
<PAGE> 17

in the amount of $1,000,000 on each of such individuals. No assurance can be
given that such insurance will be issued covering any or all of such persons.
See "Management -- Executive Employment Agreements."

MINORITY OWNERSHIP OF INVESTELEKTRO; ABSENCE OF CONTROL OF SUBSIDIARIES'
OPERATIONS; DEPENDENCE ON MR. LEIBOV

The Company's principal assets are its equity interests in Corbina, CompTel
and Investelektro. Through its 75% ownership interest in Corbina and CompTel,
and CompTel's 51% ownership interest in Investelektro, the Company controls the
operations of each of the Subsidiaries. However, by reason of the fact that the
Company's ownership interest in Investelektro is indirect (through its 75%
ownership of CompTel), the Company actually owns only 38.25% of Investelektro,
and only will be entitled to receive 38.25% of any profit distributions
generated by Investelektro. Furthermore, the Company is completely dependent
upon Mr. Leibov, who owns the remaining 25% of each of Corbina and CompTel, and
is in complete control of the management of the Subsidiaries' operations. In the
event that the Company and Mr. Leibov were to become embroiled in a serious
and/or protracted dispute regarding the management or control of any of the
Subsidiaries, the Company would have to engage in a very time consuming process
to find a suitable replacement for Mr. Leibov. Furthermore, in light of the
uncertainties of enforcement of contractual rights, as well as the rights of
controlling shareholders, under Russian law, no assurance can be given that the
Company would be successful in replacing Mr. Leibov with its chosen successor
within any reasonably foreseeable time frame. The inability to replace Mr.
Leibov in a reasonable period of time, or with a suitable replacement, would
have a material adverse effect on the Company and its operations.

GOVERNMENT REGULATION -- INVESTELEKTRO'S INABILITY TO CONDUCT OPERATIONS IF
CONDITIONS OF LICENSE ARE NOT SATISFIED

In February 1997, Investelektro received a license from the State
Communications Committee authorizing it to construct and operate the proposed
wireless local loop system in the Licensed Territory. It has received
preliminary permission to utilize certain segments of the radio frequency
spectrum in connection therewith, and it is awaiting receipt of final approval
of such frequency assignments. The License requires Investelektro to commence
providing wireless local loop operations no later than February 21, 1998, and to
establish an installed customer base of not less than 20,000 lines by February
2002. In the event that Investelektro fails to satisfy any of such requirements,
its License and/or frequency allocations would be subject to immediate
suspension or revocation. Although the Company believes that Investelektro will
receive final approval of its frequency assignments, and that Investelektro will
not experience difficulties in satisfying the above-mentioned requirements, no
assurance can be given in either regard. Furthermore, no assurance can be given
that Investelektro will be able to maintain its License, that its terms will not
be altered to Investelektro's disadvantage or that it will be renewed upon its
expiration. The failure to receive final approval of frequency allocations, the
non-renewal, or a suspension or revocation of such License and/or frequency
allocations, would jeopardize the Company's entire investment in its proposed
wireless local loop system, and would have a material adverse effect on the
Company's financial condition and its ability to conduct the business it intends
to undertake in the Russian Federation. See "Business -- Proposed Wireless Local
Loop Operations -- Telecommunications License."

USE OF SUBSTANTIAL PORTION OF OFFERING PROCEEDS TO REPAY INDEBTEDNESS

The Company intends to use approximately $3,159,000 (34.8%) of the net
proceeds of the Offering to repay indebtedness to investors, and approximately
$150,000 of such proceeds to satisfy an obligation owed to Harvey Bloch, a
former stockholder, in connection with the redemption of the shares of Common
Stock that he formerly owned. As a result, such funds will not be available to
fund the Company's proposed operations. See "Use of Proceeds;" "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources;" and "Certain Relationships and Related
Transactions."

14
<PAGE> 18

EFFECT OF MINORITY OWNERSHIP INTEREST UPON POTENTIAL REVENUES AND
NET INCOME FROM SUBSIDIARIES

By reason of the fact that the Company is the owner of 75% of the
outstanding capital stock of each of Corbina and CompTel, and CompTel is the
owner of 51% of the capital stock of Investelektro, the Company will only be
entitled to report 75% of the revenues and net income, if any, and to receive
75% of any distributions thereof which each of Corbina and CompTel derives from
the operation of its respective business. CompTel's revenues and net income will
be primarily, if not completely, derived from its 51% ownership interest in
Investelektro. Thus, the Company's net indirect share of Investelektro's
revenues and net income will be 38.25%. In addition, the Company's employment
agreement with Mr. Leibov contains certain performance based compensation
provisions which provide, among other things, that, in the event that Corbina's
operating income for any of its fiscal years ending during the five year term of
the employment agreement shall be greater than $3,400,000, then, the Company
shall transfer, subject to certain restrictions on transfer and a right of first
refusal, such number of Corbina shares held by it equal to 10% of the total
number of outstanding shares of Corbina, thereby reducing the Company's
ownership of Corbina to 65%. In such event, the Company's ownership interest in
Corbina, its right to report the revenues and net income derived from Corbina,
and its right to receive any distributions thereof, would be reduced from 75% to
65%. See "Management -- Executive Employment Agreements."

REPRESENTATIVE WILL NOT MAKE A MARKET IN THE COMPANY'S COMMON STOCK

Pursuant to the terms of the Representative's Restriction Letter with the
NASD, the Representative is prohibited from acting as a "market maker" in
securities traded on the OTC Bulletin Board. As a result thereof, the
Representative will not make a market in the shares of the Common Stock offered
hereby. The Representative's inability to make such a market may have a material
adverse effect on the liquidity of the Common Stock offered hereby, which could
make it more difficult for investors in this Offering to purchase or sell such
securities. The Representative, however, may execute buy and sell orders for its
customers on an agency basis. Although no assurance can be given, the
Representative may apply to the NASD, in the future, to have its Restriction
Letter amended to allow it to make markets in OTC Bulletin Board securities. No
assurances can be given when, if ever, the Representative will make such
application, or if made, when, if ever, the NASD would approve such application.
See "Underwriting."

OTC ELECTRONIC BULLETIN BOARD; ABSENCE OF PRIOR PUBLIC MARKET; DETERMINATION OF
OFFERING PRICE

Although no assurances can be given, it is anticipated that the Company's
Common Stock will be traded in the over-the-counter market and quoted on the OTC
Bulletin Board, an NASD-sponsored and operated inter-dealer automated quotation
system for equity securities not included in the NASDAQ SmallCap Market or
NASDAQ National Market. Currently, securities traded on the OTC Bulletin Board
experience less liquidity than securities traded on the New York or American
Stock Exchanges, or on the NASDAQ National or SmallCap Markets. Accordingly,
investors in this Offering may incur difficulties in purchasing or selling the
Common Stock. Prior to this Offering, there has been no public trading market
for the Common Stock, and there can be no assurance that an active public market
for the Common Stock will develop or continue following the Offering. The
initial public offering price of the Common Stock has been determined by
negotiation between the Company and the Representative and may not necessarily
bear any relationship to the Company's assets, book value, revenues or other
established criteria of value, and should not be considered indicative of the
price at which the Common Stock will trade after completion of the Offering.
There can be no assurance that the market price of the Common Stock will not
decline below the initial public offering price. See "Underwriting."

NEED FOR ADDITIONAL CAPITAL; NO ASSURANCES OF ABILITY TO OBTAIN NEEDED
ADDITIONAL CAPITAL

The Company requires substantial capital to pursue its operating strategy.
The Company does not intend to employ any portion of the net proceeds of this
Offering in connection with the construction of wireless local loop systems in
the cities of St. Petersburg, Novosibirsk, Nizhny Novgorod or Ekaterinburg. The
Company estimates that, in order to fulfill all of the obligations imposed upon
Investelektro pursuant to the License, it will need an aggregate of
approximately $3 million, in addition to the proceeds of this Offering, to build
the

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<PAGE> 19

basic wireless local loop networks in the cities other than the Moscow Region
which comprise the Licensed Territory, and that it may need as much as $20 -- 30
million, in the aggregate, to build wireless local loop systems capable of
handling all of the telecommunications traffic which could be generated by all
of the potential subscribers for such services located throughout the Licensed
Territory. The Company expects to obtain the capital necessary to undertake such
activities from projected operating profits and/or from other financing sources.
The Company's management believes that the net proceeds of the Offering will
enable it to undertake its proposed business activities described herein during
the 12 month period after the closing of the Offering. However, any number of
unanticipated events, over many of which the Company will have no control, could
increase the Company's projected operating costs and/or decrease the number of
potential and actual subscribers for its Subsidiaries' services, which would
decrease its projected available cash flow. Moreover, as of the date of this
Prospectus, the Company has no commitment from any person or entity to provide
additional capital to the Company following this Offering. Inasmuch as there can
be no assurance that the Company's business interests will generate sufficient
cash to satisfy current or future projected capital requirements, or that the
Company will be able to obtain any other financing, either for the purpose of
carrying out or expanding its proposed business operations, there can not be any
assurance that such additional financing will be available when needed or, if
available, that the terms upon which it is available will be favorable or
acceptable to the Company. Furthermore, if such additional financing can be
obtained on terms acceptable to the Company, such financing may result in
dilution to stockholders, or a diminution in the value of the Company or both
and, consequently, a reduction in the fair market value of the Common Stock. See
"Use of Proceeds;" and "Business -- Proposed Wireless Local Loop Operations --
Network Build-Out."

POLITICAL AND ECONOMIC SITUATION IN THE RUSSIAN FEDERATION; LACK OF POLITICAL
RISK INSURANCE

A favorable political climate in the Russian Federation and the openness of
its markets to United States trade is essential to the success of the Company.
The Russian Federation appears to have embraced political reforms and market
economies. However, there are no local procedures for such vast changes; the
region has known only totalitarianism and a centrally-planned economy for most
of this century. Any reversal in such perceived new political and economic
trends and policies, or in international trade policy generally, could
materially adversely affect the Company's operations. Moreover, the political
situation in the Russian Federation, where the Company expects to generate all
of its revenues in the near future, remains in constant transition. Since the
arrival of the Yeltsin government in December 1991, the Russian Federation has
experienced a proliferation of political parties, an increase of nationalist
sentiment, and a fragmentation of its economic and political institutions. In
addition, there has been a dramatic increase in crime, including organized crime
which may target businesses in the Russian Federation. The viability of the
Russian government has been tested by various political factions gaining
strength and unsuccessful coup d'etats; there can be no assurance that a coup
d'etat will not again be attempted or that any future attempts will not be
successful. In addition, the privatization process in the Russian Federation has
been sporadic.

Because the Russian Federation is in the early stages of development of a
market economy, its commercial framework in still developing. New
market-oriented laws are being enacted, but their application is still
uncertain. Although the Company believes that the Russian Federation has
advanced in the area of commercial law, Russian laws and courts are not well
tested in contract enforcement. Similarly, although Russian law regarding
foreign investment provides protection against nationalization and confiscation,
there is little or no judicial precedent in this area. In addition, a
Presidential Decree issued in September 1993 provides certain other guarantees
to foreign companies and Russian companies with foreign investments that
detrimental changes in Russian regulations which come into effect following the
date of registration of a company will not apply to that company for a period of
three years, and that only Russian laws and decrees of the Russian President may
place restrictions on the activities of foreign investors. However, the position
of the Russian authorities has been that this decree applies only to changes
that are directed specifically at foreign investors, and no foreign company has
been able to obtain an official exemption from detrimental changes under the
decree. There can be no assurance that additional detrimental changes in Russian
regulations will not occur.

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<PAGE> 20

The various government institutions and the relations between them, as well
as the government's policies and the political leaders who formulate and
implement them, are subject to rapid and potentially violent change. The
Constitution of the Russian Federation (the "Russian Constitution") gives the
President of the Russian Federation substantial authority, and any major changes
in, or rejection of, current policies favoring political and economic reform by
the President may have a material adverse effect on the Company and the
operations of its Subsidiaries.

The Russian Federation is constituted as a federation of republics,
territories, regions (one of which is an autonomous region), cities of federal
importance and autonomous areas, all of which are equal members of the Russian
Federation. The delineation of authority among the regions, the internal
republics and the federal governmental authorities is, in many instances,
uncertain, and in some instances, contested. In Chechnya, for example, regional
and local authorities openly defied the powers of the federal government,
resulting in a protracted military confrontation. Lack of consensus between
local and regional authorities and the federal government often results in the
enactment of conflicting legislation at various levels and may result in
political instability. This lack of consensus may have negative economic
effects, which could be material to the Company and its Subsidiaries.

Furthermore, the political and economic changes in Russia in recent years
have resulted in significant dislocations of authority, as previously existing
structures have collapsed and new structures are only beginning to take shape.
The local press and international press have reported that significant organized
criminal activity has arisen, particularly in large metropolitan centers.
Moreover, the combination of the sudden loss of the tight social control that
was characteristic of the Soviet Union, a large but poorly paid police force, an
increase in unemployment, an influx of unemployed persons from outlying areas to
metropolitan centers and a decline in real wages has led to a substantial
increase in property crime in large cities. In addition, the local press and
international press have reported high levels of official corruption in the
Moscow Region, and elsewhere in the Russian Federation. In an effort to decrease
the levels of criminal activity and corruption, President Yeltsin has issued a
series of decrees granting the security forces very broad powers. It has been
acknowledged that many provisions of these anti-crime decrees violate the
Russian Constitution as well as the Criminal Code of the Russian Federation and
these decrees have been viewed by many as a threat to civil rights. While the
Company and Corbina have not been adversely affected by these factors to date,
no assurance can be given that the depredations of organized or other crime will
not in the future have a material adverse effect on the Company and both of its
Subsidiaries.

The failure of many state-controlled enterprises to pay full salaries on a
regular basis, and the failure of salaries and benefits generally to keep pace
with the rapidly increasing cost of living have led in the past, and could lead
in the future, to labor and social unrest. Such labor and social unrest may have
political, social and economic consequences, such as increased support for a
renewal of centralized authority, increased nationalism (with restrictions on
foreign involvement in the economy of the Russian Federation) and increased
violence, any of which could have a material adverse effect on the Company and
its Subsidiaries.

In addition, a lack of consensus exists over the manner and scope of
government control over the telecommunications industry. Because the
telecommunications industry is widely viewed as strategically important to the
Russian Federation, there can be no assurance that, in light of possible changes
in political power, recent government policies liberalizing control over the
telecommunications industry will continue. Any change in or reversal of such
governmental policies could have a material adverse effect on the Company.

The health of Russia's current president, Boris Yeltsin, is poor and, as a
result, he could be forced to step down, could become incapacitated or could
die. In such event, under the Russian Constitution the prime minister would
become acting president and would be required to call new presidential
elections. This could result in a period of political instability that could
have a material adverse effect on companies operating in Russia.

Foreign firms operating in this region may be subject to numerous other
risks that are not present in domestic operations, including political strife,
the possibility of expropriation, inadequate distribution facilities,
restrictions on royalties, dividends and currency remittances, inflation,
fluctuations of foreign currencies, high and unpredictable levels of taxation,
requirements for governmental approvals for new ventures and local

17
<PAGE> 21

participation in operations. Such problems could have a material adverse effect
on the Company's operations abroad.

CURRENCY RISKS

The recent history of trading in the rouble as against the U.S. Dollar has
been characterized by significant declines in value and considerable volatility.
Although in recent months, the rouble has experienced relative stability against
the U.S. Dollar, there is a risk of further declines in value and continued
volatility in the future. Corbina's tariffs are denominated, and CompTel's
tariffs will be denominated, in U.S. dollars, but charges are and will be
invoiced and collected in roubles, while their respective major capital
expenditures are and/or will be generally denominated and payable in various
foreign currencies, predominantly, roubles. To the extent such major capital
expenditures involve importation of equipment and the like, current law permits
the Subsidiaries to convert their rouble revenues into foreign currency to make
such payments. The rouble is generally not convertible outside Russia. A market
exists within Russia for the conversion of roubles into other currencies, but it
is limited in size and is subject to rules limiting the purposes for which
conversion may be effected. The limited availability of other currencies may
tend to inflate their values relative to the rouble and there can be no
assurance that such a market will continue to exist indefinitely. Moreover, the
banking system in Russia is not yet as developed as its Western counterparts and
considerable delays may occur in the transfer of funds within, and the
remittance of funds out of, Russia. Any delay in converting roubles into a
foreign currency in order to make a payment or delay in the transfer of such
foreign currency could have a material adverse effect on the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Foreign Currency Translation."

CURRENCY CONTROLS; RESTRICTIONS ON REPATRIATION OF PAYMENTS

While applicable legislation in the Russian Federation currently permits
the repatriation of profits and capital and the making of other payments in hard
currency, the ability of the Company to repatriate such profits and capital and
to make such other payments is dependent upon the continuation of the existing
legal regimes for currency control and foreign investment, administrative
policies and practices in the enforcement of such legal regimes and the
availability of foreign exchange in sufficient quantities in those countries.

The illness of President Yeltsin could result in a change in such
administrative policies in Russia, to the extent that the government and the
Central Bank of the Russian Federation (the "Central Bank") feel constrained (or
may be forced, if there is any risk of significant movements of capital from
Russia in the wake of the elections) to limit the ability of Russian citizens
and foreign investors to transfer capital out of Russia.

In addition, under current currency regulations in Russia, while there do
not appear to be additional administrative requirements for the payment of
dividends or interest on debt, specific licenses from the Central Bank are
required for the making of equipment lease payments to a foreign lessor and for
repayments of principal on debt with a term of more than 180 days. Failure to
obtain such currency licenses where required can result in the imposition of
fines and penalties. While the requirements for obtaining such licenses largely
involve the production of documentation, not only are the documentary
requirements themselves burdensome, but there can be no assurance that the
entity granting the licenses may not impose additional, substantive requirements
for the grant of a license or deny a request for a license on an arbitrary
basis. Furthermore, the time typically taken by the Central Bank to issue such
licenses varies from two to six months.

Finally, the Company's ability to repatriate distributions and other
payments in hard currency will be dependent upon the ability of the Company's
Subsidiaries to bill their customers in U.S. Dollars or the equivalent amount of
local currency, as well as their ability to freely exchange local currency
receipts into U.S. Dollars.

Accordingly, there can be no assurance that, because of various local
currency regulations, the Company will be able fully and/or timely to realize
benefits from its operations in Russia through the receipt of hard currency
payments.

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LEGAL RISKS

Russia lacks a fully developed legal system. Russian law is evolving
rapidly and in ways that may not always coincide with market developments,
resulting in ambiguities, inconsistencies and anomalies, and ultimately in
investment risk that would not exist in more developed legal systems. For
example, the ability of a creditor both to obtain a lien or other similar
priority in payment and to enforce such priority is uncertain. Furthermore,
effective redress in Russian courts in respect of a breach of law and
regulation, or in an ownership dispute, may be difficult to obtain.

Risks associated with the Russian legal system include: (i) the untested
nature of the independence of the judiciary and its immunity from economic,
political or nationalistic influences; (ii) the relative inexperience of judges
and courts in commercial dispute resolution, and generally in interpreting legal
norms; (iii) inconsistencies among laws, presidential decrees and governmental
and ministerial orders and resolutions; (iv) oftentimes conflicting local,
regional and national laws, rules and regulations, particularly in the Russian
Federation; (v) the lack of judicial or administrative guidance on interpreting
the applicable rules; and (vi) a high degree of discretion on the part of
government authorities and arbitrary decision making which increases, among
other things, the risk of property expropriation. The result has been
considerable legal confusion, particularly in areas such as company law,
property, commercial and contract law, securities law, foreign trade and
investment law and tax law. No assurance can be given that the uncertainties
associated with the existing and future laws and regulations of Russia will not
have a material adverse effect on the Company.

In January 1995 and March 1996, respectively, newly legislated provisions
of the First and Second Parts of the Civil Code of the Russian Federation (the
"Civil Code") became effective. Also, in January 1996 and April 1996,
respectively, the Federal Law on Joint Stock Companies and the Federal Law on
the Securities Market became effective. The recent creation of many Russian
laws, the lack of consensus about the scope, content and pace of economic and
political reform and the rapid evolution of the Russian legal system in ways
that may not always coincide with market developments, could lead to
ambiguities, inconsistencies and anomalies, the enactment of laws and
regulations without a clear constitutional or legislative basis, and ultimately
in investment risks that do not exist in more developed legal systems. In
addition, Russian legislation often contemplates implementing regulations that
have not yet been promulgated, leaving substantial gaps in the regulatory
infrastructure. No assurance can be given that, in some instances, the evolution
of Russia's laws and the enactment of new legislation will not have a material
adverse effect on the Company and/or its Subsidiaries.

Disclosure and reporting requirements, and anti-fraud and insider trading
legislation have only recently been enacted and most Russian companies and
managers are not accustomed to such restrictions on their activities. The
concept of fiduciary duties on the part of management or directors to their
companies or shareholders is also relatively new and is not well developed.
Moreover, Russia has not yet recognized the concept of class action lawsuits and
has only recently enacted legislation providing for shareholder derivative
lawsuits. To date, Russian courts do not have experience with respect to such
derivative suits.

Both the independence of the judicial system and its immunity from
economic, political and nationalistic influences, remain largely untested.
Judges and courts are generally inexperienced in the area of business and
corporate law, and judicial precedents generally have no binding effect on
subsequent decisions. There is no guarantee that a foreign investor would obtain
effective redress in any court. Substantially all of the assets of the Company
are located in the Russian Federation, and are, or will be, owned by Corbina,
CompTel and Investelektro, three closed joint stock companies organized under
the laws of the Russian Federation. The Company is the owner and holder of 75%
of the outstanding capital stock of Corbina and CompTel. CompTel is the owner
and holder of 51% of the outstanding capital stock of Investelektro. The balance
of the outstanding shares of capital stock of Corbina and CompTel is owned by
Mikhail Leibov, a former citizen of the Russian Federation who is now a citizen
of the United States, and who, in his capacity as a key employee of the Company,
spends the majority of his time outside of the United States. The balance of the
outstanding shares of capital stock of Investelektro is owned by citizens of and
entities organized under the laws of, the Russian Federation. By reason of the
foregoing, it may not be possible for investors to effect service of process
within the United States upon the Company's Subsidiaries, Mr. Leibov or such
Russian citizens or entities, or

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<PAGE> 23

to enforce in the United States or outside of the United States judgments
obtained against the Company's Subsidiaries, Mr. Leibov or such Russian citizens
or entities in the United States courts, or to enforce in the United States
courts judgments obtained against the Company's Subsidiaries, Mr. Leibov or such
Russian citizens or entities in courts in jurisdictions outside of the United
States, in each case, in any action, including actions predicated upon the civil
liability provisions of the United States securities laws. In addition, it may
be difficult for investors to enforce, in original actions brought in
jurisdictions located outside of the United States, liabilities predicated upon
the United States securities laws. No treaty exists between the United States
and the Russian Federation for the reciprocal enforcement of foreign court
judgments. See "Enforcement of Civil Liabilities" and "Business -- Proposed
Wireless Local Loop Operations -- Ownership of Investelektro."

Furthermore, the relative infancy of business and legal cultures in Russia
is reflected in the inadequate commitment of local business people, government
officials and agencies, and the judicial system to honor legal rights and
agreements, and generally to uphold the rule of law. Accordingly, the Company
may, from time to time, confront threats of, or actual, arbitrary or illegal
revision or cancellation of its licenses and agreements, and face uncertainty or
delays in obtaining legal redress, any of which could have a material adverse
effect on the Company.

SOCIAL RISKS

The political and economic changes in Russia since the break up of the
former Soviet Union have resulted in significant social dislocations, as
existing structures of authority have collapsed and new ones are only beginning
to take shape. The resulting broad decline in the standard of living has
resulted in substantial political pressure on the government to slow or even
reverse the economic policies currently being pursued.

In addition, the local and international press have reported significant
organized criminal activity, particularly in large metropolitan centers,
directed at revenue-generated businesses, and an increased integration of
Russian organized crime and major international criminal organizations. In
addition, a substantial increase in property crime in large cities has been
reported. Finally, the local and international press have reported high levels
of official corruption in the locations where the Company operates. No assurance
can be given that organized or other crime or claims that the Company or any of
its Subsidiaries has been involved in official corruption will not in the future
have a material adverse effect on the Company.

INFLATION

The Russian economy is in transition and has been characterized by high
rates of inflation. The Russian Government adopted a number of measures in 1995
and 1996 and these have begun to have a favorable impact on inflation rates. In
1994, the average monthly inflation rate was 10.0%. In 1995, the average monthly
inflation rate decreased to 7.2% and during 1996, the average monthly inflation
rate was 1.8%. The devaluation of the rouble in recent years has not kept pace
with inflation. Corbina prices its services, and CompTel intends to price its
equipment and services in U.S. dollars thereby mitigating the effects of the
devaluation of the rouble. However, the Company believes that such pricing may
not be able to fully offset the effects of inflation because a substantial
portion of all collections will be in roubles. In addition, the Company also
believes that Corbina and CompTel may experience increased costs in hard
currency terms due to the devaluation of the rouble. If the Subsidiaries are
unable to maintain prices in line with inflation, due to competitive pressures
or otherwise, it may have a material adverse effect on the Company.

TAXATION

Generally, taxes payable by Russian companies are substantial. In addition,
taxes payable by Russian companies are numerous, they are charged by federal,
regional and local authorities and they are subject to frequent change. The
profit tax, which is imposed pursuant to federal legislation, is payable at the
rate of 13% to the federal tax authorities, and it is payable to the regional
tax authorities at such rates as they deem to establish, subject to an absolute
ceiling on such rates of 22%. Businesses engaged in commercial operations in
Russia must be registered with the taxing authorities in each location in which
they conduct business, and must submit an annual tax declaration. Social
Security contributions by employers are payable to four

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<PAGE> 24

different governmental funds, and aggregate 38.5% of wages and salaries paid to
Russian employees. A value-added tax (the "VAT") is imposed at the rate of 20%
of the customs value of imported goods, on goods supplied within the Russian
Federation and on certain services, including the services provided by Corbina,
and which CompTel intents to provide. At the local level, the Moscow taxing
authorities impose an advertising tax which is currently 5% of the value of
advertising services purchased, transport and education taxes each of which is
currently levied at the rate of 1% of salary expenses and housing and road-users
taxes which are currently levied at the rates of 1.5% and 2.5% of revenues,
respectively. Currently, dividends are taxed at 15% and the payor is required to
withhold the tax when paying the dividend.

The taxation system in Russia is at an early stage of development and is
subject to varying interpretations, frequent changes and inconsistent
enforcement at the federal, regional and local levels. In certain instances, new
taxes have been given retroactive effect. Although the Russian Government has
initiated a revision of the Russian tax system, including the enactment of a tax
code with the assistance of tax experts from throughout the world, no assurance
can be given that this proposed legislation will be enacted and, if enacted,
will result in a reduction of the tax burden on Russian companies and the
establishment of a more efficient tax system. To date, the system of tax
collection has been relatively ineffective, resulting in the continual
imposition of new taxes in an attempt to raise government revenues. This
history, plus the existence of large government budget deficits, raises the risk
of a sudden imposition of arbitrary or onerous taxes, which could adversely
affect investments in Russia, including an investment in the Company.

UNCERTAINTY OF MARKET ACCEPTANCE; LIMITED MARKETING EXPERIENCE;
DEVELOPMENT OF NEW TELECOMMUNICATIONS SYSTEMS

Although the Company believes that there will be a substantial and
receptive market for services and products which it expects to market in the
Russian Federation, wireless local loop services have not, as of the date of
this Prospectus, been offered in the Russian Federation. Given the limited
economic resources of the newly privatized businesses which will encompass a
material portion of the proposed market for the Company's services and products,
there can be no assurance that the wireless local loop services and products to
be offered by the Company will achieve commercial acceptance or that a
sufficient number of customers will be able to afford such services. In
addition, achieving market acceptance for the Company's proposed products and
services will require substantial marketing efforts to inform potential
customers of the distinctive characteristics and benefits thereof. The Company
has limited marketing experience in the United States, and no marketing
experience in the Russian Federation. There can be no assurance that its
proposed products and services will ultimately be accepted by its targeted
Russian customers.

The Company has not previously developed a telecommunications system. The
Company believes that the wireless loop telecommunications system it is planning
to develop through Investelektro, and the long distance telephone service that
it is planning to expand through Corbina, will be able to operate effectively.
There can be no assurance that such systems will be able to provide services on
a competitive basis. In addition, there can be no assurance that the Company's
estimates of the ultimate costs of such systems will prove to have been accurate
or that the proceeds allocated will be sufficient to construct and/or expand
such systems.

POTENTIAL NEED FOR ADDITIONAL PARTNERS; RELIANCE ON PARTNERS

The Company's strategy for providing telecommunications services in the
Moscow Region and other parts of the Russian Federation may require it, or one
or both of its Subsidiaries, to enter into collaborative arrangements with other
parties. Such arrangements may include the provision of long distance
telecommunications, wireless local loop services and/or technical assistance
through joint ventures with strategic Russian manufacturing conglomerates or
governmental authorities which own or operate, local telecommunications exchange
networks, or with other entities who have contracts to provide such services to
the owners and operators of such local networks. No assurance can be given that
the Company will be able to successfully identify and/or negotiate acceptable
agreements with other parties, or that if such agreements are consummated, that
the Company will be successful in completing the transactions contemplated
thereby.

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COMPETITION

Competition for business by Western companies in the Russian Federation is
intense. The Moscow City Telephone Network ("MGTS") has entered into joint
ventures for the provision of long distance telecommunications services to
consumers and businesses located in the Moscow Region with several of the
world's largest telecommunications companies, including AT&T (TelMos), Belgacom
and Alcatel Bell (Combellga), British Telecom (Comstar) and Global Telesystems
(Sovintel). Each of such joint ventures has greater financial, technical and
marketing resources than the Company. Investelektro will not have an exclusive
license to provide telecommunications services in the Moscow Region, and a
number of other entities, including Russian companies and the above mentioned
international joint ventures, may compete with Investelektro for shares of the
local telecommunications market in the Moscow Region. Many of such companies
(and all of the above-mentioned joint ventures) will be larger than
Investelektro and have significantly greater financial and other resources.
There can be no assurance that the Company will be able to compete effectively
in any aspect of its current or proposed business activities or that
developments by others will not render the Company's products and services
noncompetitive. Moreover, the Company may have to compete with unlicensed
businesses or with businesses capitalizing on personal relationships with the
fluid power structure in the Russian Federation. In the Russian Federation, in
addition to competition from private telecommunications companies, the Company
may be competing with partially and wholly state-owned communications
enterprises. There can be no assurance that the implementation of the Company's
strategy of having local partners will give it any competitive advantage. In
addition, there can be no assurances that competition in the Company's targeted
markets will not increase as economic activity grows and that larger, better
capitalized competitors will not enter the market in these areas. See
"Business -- Proposed Wireless Local Loop Operations -- Competition;" and
"-- Corbina's Long Distance Telecommunications Operations -- Competition."

WIRELESS LOCAL LOOP NETWORK CONSTRUCTION AND OPERATIONAL RISKS

General. The proposed development and operation of Investelektro's
wireless local loop network involves a high degree of risk. Investelektro has
completed the selection of the hardware and software components of the equipment
which it intends to employ in connection with the construction of its network in
the Moscow Region and it has determined the location of two of the three antenna
sites that it intends to use for its proposed Moscow Region network.
Investelektro intends to commence marketing efforts and launch commercial
service in 1997 and expects to complete initial construction of its network in
the Moscow Region by the end of 1998. There can be no assurance that
Investelektro will be able to construct its network in accordance with its
current construction plan and schedule. If Investelektro is not able to
implement its construction plan, it may not be able to provide services
comparable to those provided by MGTS and providers of cellular
telecommunications services in its market and, as a result, Investelektro's
anticipated subscriber growth may be limited. Failure to comply with the
License's requirements could cause revocation or forfeiture of the License which
has been issued to Investelektro by the State Communications Committee, or the
imposition of fines upon Investelektro by the State Communications Committee.
The construction of Investelektro's wireless local loop network is subject to
successful completion of the network design, site and facility acquisitions, the
purchase and installation of the network equipment and network testing. Delays
in any of these areas could have a material adverse effect on Investelektro's
ability to construct its network in a timely manner.

Location of Base Station Transmitter Equipment. The construction of
Investelektro's wireless local loop network will depend, to a significant
degree, on Investelektro's ability to lease or acquire sites for the location of
the equipment which will receive the radio signals emanating from buildings and
other locations from which Investelektro's customers will be placing and
receiving telecommunications transmissions, and/or re-transmit such signals
directly to other buildings or locations within Investelektro's proposed
network, or through the public telephone network operated by MGTS, or to Corbina
or another provider of long distance telecommunications services. The site
selection process in the Moscow Region will require the negotiation of lease or
acquisition agreements for approximately three sites for the proposed network,
and may require Investelektro to obtain governmental approvals or permits. The
Company expects that the site acquisition process will

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continue throughout the construction of Investelektro's network. Each stage of
the process involves various risks and contingencies, many of which are not
within the control of Investelektro and any of which could adversely affect the
construction of the network should there be delays or other problems. No
assurance can be given that Investelektro will be able to obtain such
governmental approvals or permits, or that it will be able to successfully
negotiate such site leases or site acquisition agreements, or that it will be
able to obtain such sites, or lease same at costs which it will be able to
afford or within a time frame which will enable it to establish and commence
operations in a timely manner.

Demands on Managerial, Operational and Financial Resources. The
development, construction and operation of Investelektro's wireless local loop
network and the expansion of Corbina's long distance telecommunication services
are expected to place significant demands on the Company's managerial and
operational and financial resources. The Company's future performance will
depend, in part, on the Company's ability to implement and improve its
operational and financial systems and to attract, train and manage its employee
base and those of its Subsidiaries, including customer support and marketing and
sales personnel. There can be no assurance that the Company will be able to
manage planned operations successfully. Any failure to manage growth effectively
(including implementing adequate systems, procedures and controls in a timely
manner) could have a material adverse effect on the Company's financial
condition and the results of current and proposed operations.

Dependence on Interconnect Parties. In order to operate its proposed
network successfully, Investelektro must maintain interconnection agreements
with the telephone companies, including MGTS, operating or providing service in
the areas where it intends to deploy its proposed wireless local loop network.
Although, Investelektro believes that it will be able to negotiate agreements
providing for favorable tariffs for interconnection fees and carrier charges
with MGTS and such other telephone companies, no assurance can be given in this
regard. If Investelektro does not consummate an interconnection agreement with
MGTS providing for reasonable terms and tariffs, or it is completely unable to
obtain such an agreement, it would not be able to connect its subscribers'
telecommunications traffic to the Moscow local public switched telephone
network. Such an eventuality would materially adversely affect Investelektro's
proposed business activities. See "Business -- Proposed Wireless Local Loop
Operations -- Billings, Tariffs and Interconnection Charges."

TECHNOLOGICAL OBSOLESCENCE AND NEW TECHNOLOGY

The telecommunications industry is undergoing rapid and significant
technological change. Future technological advances may result in new services
or products directly competitive with the telecommunications services which the
Company proposes to provide. Large manufacturers have dominated the
technological development of a variety of wireless one-way and two-way
communication technologies, including cellular telephone service, personal
communications services, enhanced specialized mobile radio, low-speed data
networks, and mobile satellite services, all of which currently are in use or
under development. There can be no assurance that the Company would not be
adversely affected by further developments of such technologies, or any changes
therein. The Company will need access to improving technology in order to remain
competitive. There can be no assurance that it can obtain access to such new
technology through licensing agreements, joint ventures or otherwise. The
Company does not intend to allocate any of the proceeds of the Offering to basic
research and has not devoted any resources to research and development thus far.
Such technology has generally been available on an "off-the-shelf" basis, but
such technology may not be available to the Company in the future, or may render
the Company's systems obsolete. If such technology is no longer available on an
"off-the-shelf" basis, the Company's small size may hinder its ability to obtain
necessary technology.

SUSCEPTIBILITY TO POLITICAL AND OTHER PRESSURES

Although the governments of the Russian Federation and geographic locales
in which the Company intends to operate (such as the Moscow Region) may be
limited in the extent to which they can legally direct the Company's policies,
in practice they may be able to exercise significant influence. As a
consequence, not only may the Company's activities be restrained if a
governmental entity or instrumentality is not supportive,

23
<PAGE> 27

but the Company may be forced to take action to support policies or agendas of
the government which are not in its commercial or other interests.

RISKS ASSOCIATED WITH ACQUISITIONS

The Company is not currently considering the acquisition of any business,
or a joint venture with any other business or individual. From time to time in
the future, the Company and/or its Subsidiaries may enter into negotiations with
respect to potential acquisitions or joint ventures, some of which may result in
preliminary agreements. In the course of such negotiations and/or due diligence,
these negotiations and/or preliminary agreements may be abandoned or terminated.
No assurance can be given that the Company and/or its Subsidiaries will find
suitable acquisition or joint venture candidates, or that future acquisitions or
joint ventures will be financed and made on acceptable terms, or if completed,
that such acquisitions or ventures will be successful.

OFFICIAL DATA RELIABILITY

The official data published by the Russian federal, regional and local
governments and federal agencies are substantially less reliable than the
comparable data published in the United States. There can be no assurance that
the official sources from which certain of the information set forth in this
Prospectus has been drawn are reliable. Official statistics may also be produced
on different bases than those used in the United States. Any discussion of
matters relating to the Russian Federation must therefore be subject to
uncertainty due to concerns about the completeness and reliability of available
official and public information.

EFFECT OF CERTAIN SECURITIES TRANSACTIONS UPON THE COMPANY'S EARNINGS

As a result of the Company's issuance of Common Stock to certain of its
stockholders during the 12 month period which preceded the date of initial
filing of the Registration Statement of which this Prospectus forms a part for
consideration which was less than the per share offering price of the Common
Stock in this Offering, the Company incurred deferred financing costs of
$1,890,000, debt discounts of $465,000, and amortization of deferred financing
costs and debt discounts of $416,500. In the event that the Company issues up to
250,000 shares of Common Stock to Mr. Leibov pursuant to the incentive
compensation provisions of his employment agreement, the Company will recognize
a substantial noncash charge to earnings equal to the fair value of such shares
on the date of their issuance. Such charge would have the effect of
significantly increasing the Company's loss or reducing or eliminating earnings,
if any, at such time. The recognition of such expense may have a depressive
effect on the market price of the Company's securities. See "Management --
Executive Employment Agreements;" and "Certain Relationships and Related
Transactions."

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock. The Board of
Directors does not anticipate paying cash dividends on its Common Stock in the
foreseeable future as it intends to retain future earnings to finance the growth
of the business. The payment of future cash dividends on the Common Stock will
depend on such factors as earnings levels, anticipated capital requirements, the
operating and financial condition of the Company and other factors deemed
relevant by the Board of Directors. See "Dividend Policy."

82% DILUTION

Purchasers of the Common Stock offered by this Prospectus will suffer an
immediate and substantial dilution in the net tangible book value per share of
the Common Stock from the initial public offering price. At an assumed initial
public offering price of $7.00 per share, new investors will experience a
dilution of $5.73 per share based upon a pro forma net tangible book value per
share after the Offering. This represents a dilution of 82% from the initial
public offering price. By reason of the fact that the Company's stockholders and
Russian Wireless' stockholders acquired their shares of the Company's Common
Stock at prices which were substantially below the assumed public offering price
of the Common Stock, purchasers of the Common

24
<PAGE> 28

Stock pursuant to this Offering will be bearing a substantial proportion of the
risks which the Company will be encountering subsequent to the closing of this
Offering. See "Dilution."

AUTHORIZATION OF PREFERRED STOCK

The Company's Certificate of Incorporation authorizes the issuance of
preferred stock with designations, rights and preferences determined from time
to time by the Board of Directors. Accordingly, the Board of Directors is
empowered, without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of Common Stock. In the event of
issuance, the preferred stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control of the
Company. The issuance of preferred stock with anti-takeover measures could have
a depressive effect on the market price of the Common Stock (should a market
develop for the Common Stock) and could discourage hostile bids in which
shareholders may receive premiums for their shares. See "Description of
Securities -- Preferred Stock."

IMPACT ON ANY MARKET FROM POSSIBLE EXERCISE OF REPRESENTATIVE'S WARRANTS

The holders of the Representative's Warrants may exercise them at a time
when the Company would, in all likelihood, be able to obtain equity capital by
the sale of securities on terms more favorable than those provided by the
Representative's Warrants. If the Representative's Warrants are exercised, the
dilution of the voting and equity interests of the Company's shareholders which
shall result therefrom could cause a decrease in the market price of the
Company's securities. See "Description of Securities -- Representative's
Warrants."

SALES OF SHARES BY THREE PRINCIPAL STOCKHOLDERS

Each of Messrs. J.P. Downey, Ernest Ferrante and Paul Signoracci, none of
whom has ever been an employee, officer or director of the Company, is the owner
of 285,000 shares of Common Stock (855,000 shares, in the aggregate). All of
such 855,000 shares are being registered for sale pursuant to the Registration
Statement of which this Prospectus forms a part. The sale of all or a
substantial portion of such shares could adversely affect the pricing of, and/or
any market for, the Company's securities that may develop following the date
hereof. See "Principal Security Holders" and "Concurrent Offering of
Securities."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of the Common Stock in the public market after this Offering could
adversely affect the market price of the Common Stock. Upon completion of this
Offering, the Company will have outstanding, assuming no exercise of any
outstanding warrants or options, 4,105,000 shares of Common Stock (4,352,500
shares if the Underwriters' over-allotment option is exercised in full). Of
these shares, 1,650,000 shares will be freely tradeable without restriction
under the Securities Act, and 1,155,000 shares will be registered for sale
pursuant to a separate prospectus under the Securities Act. However, 1,150,000
of said 1,155,000 shares will be restricted from sale pursuant to the lockup
agreements described below. The remaining 1,300,000 shares of Common Stock held
by existing shareholders are restricted securities within the meaning of Rule
144. In accordance with Rule 144, all of such shares are presently eligible for
sale to the public notwithstanding the fact that they have not been registered
under the Securities Act. The Representative has required, as a condition to the
closing of the Offering, that (a) each of the directors and officers of the
Company and its Subsidiaries, (b) the holders of substantially all of said
1,155,000 shares and said 1,300,000 shares, as well as (c) the holders of
substantially all of the warrants to purchase 2,462,515 shares of Common Stock
issued in October 1994 and February 1996 in connection with the Company's second
and third private placements, and the holder of an option to purchase 25,000
shares of Common Stock must execute written lockup agreements providing that,
for a period of 24 months from the date of this Prospectus, they shall not
offer, sell, contract to sell, grant an option for the sale of, issue, assign,
transfer or otherwise dispose of any of the Company's securities held by them
without the Representative's prior written consent. By reason of the
registration rights which the Company conferred to the investors who purchased
750,000 warrants of Common Stock pursuant to the Company's first private
placement of securities in June 1994, the Representative did not require any of

25
<PAGE> 29

such warrantholders to agree to lockup their securities. As of the date of this
Prospectus, the holders of 1,150,000 of said 1,155,000 shares, the holders of
1,280,000 of said 1,300,000 shares, the holders of warrants to purchase
2,404,181 of said 2,462,515 shares, the holder of warrants issued in said first
private placement to purchase 50,000 shares and the holder of said option have
executed lockup agreements. In the event that the Representative fails to
receive lockup agreements from all of the above-described holders of the
Company's securities, but nevertheless agrees to proceed with the closing of
this Offering, the ability of the holders of said securities to sell the shares
of Common Stock which are being registered for sale by them pursuant to a
separate prospectus to sell their respective shares could adversely affect the
pricing of, and/or any market for, the Common Stock that may develop. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources," "Description of Securities --
Registration Rights," "Shares Eligible for Future Sale" and "Underwriting."

INDEMNIFICATION OF DIRECTORS AND OFFICERS; POSSIBLE INABILITY TO OBTAIN
OFFICERS' AND DIRECTORS' LIABILITY INSURANCE

The Company's Bylaws provide for the indemnification of directors and
officers to the fullest extent permitted by law. The Company has entered into
indemnification agreements with each of its officers and directors which also
provide for their indemnification to the fullest extent permitted by law. The
Company intends to apply for officers' and directors' liability insurance
providing limits of $1,000,000 per occurrence. There can be no assurance that
the Company will be able to obtain or maintain such insurance on acceptable
terms. Failure to maintain such insurance could have a material adverse effect
on the Company's ability to attract and retain directors and officers. Any
amounts which the Company may be required to pay under such indemnification
agreements which are not reimbursed by insurance, either because no insurance
policy is then in effect or because the amount of such required payments exceeds
the policy limit, could have a material adverse effect on the Company. See
"Management -- Indemnification of Directors and Officers."

REGISTRATION RIGHTS HELD BY THE HOLDERS OF THE FIRST PRIVATE PLACEMENT WARRANTS

The holders of the First Private Placement Warrants have the right to
demand on one occasion, that the Company file a registration statement with the
SEC registering the First Private Placement Warrants and the Common Stock
issuable upon exercise thereof for sale under the Securities Act. Such demand
registration rights may be exercised at any time during the five year period
commencing six months from the date of this Prospectus, and must be exercised by
the holders of a majority of the First Private Placement Warrants. If such
rights are exercised, the Company must prepare and file a registration statement
on an appropriate form to register for public sale the First Private Placement
Warrants and the Common Stock issuable upon the exercise thereof, and keep such
registration statement effective for a period of nine months. The Company must
bear all costs of such registration, except for filing fees, underwriter's
discounts and commissions, stock transfer taxes and the fees and expenses of
such holders' counsel. The above-described registration rights pertaining to the
First Private Placement Warrants could result in substantial future expense to
the Company and could adversely affect the Company's ability to complete future
equity or debt financings. Furthermore, the registration and sale of securities
of the Company held by or issuable to the holders of such registration rights,
or even the potential of such sales, could have an adverse effect on the market
price of the securities offered hereby. See "Description of Securities --
Registration Rights."

RISKS OF LOW-PRICED STOCKS; POSSIBLE ADVERSE EFFECTS OF "PENNY STOCK" RULES

It is anticipated that the Common Stock will initially be traded in the
over-the-counter market on the NASD's OTC Bulletin Board. As a consequence, an
investor could find it more difficult to dispose of, or to obtain accurate
quotations as to the price of, the Common Stock. The Securities Enforcement and
Penny Stock Reform Act of 1990 requires additional disclosure relating to the
market for penny stocks. The SEC regulations generally define a penny stock to
be any equity security that has a market price or exercise price of less than
$5.00 per share, subject to certain exceptions. Such exceptions include any
equity security listed on Nasdaq and any equity security issued by an issuer
that has (i) net tangible assets of at least $2,000,000, if such issuer has been
in continuous operation for three (3) years, (ii) net tangible assets of at
least $5,000,000

26
<PAGE> 30

if such issuer has been in continuous operation for less than three years, or
(iii) average annual revenue of at least $6,000,000 during such issuer's last
three years of operations. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith. Furthermore, in connection with any transaction in a penny stock,
brokers must also provide investors with current bid and offer quotations
therefor, the compensation of the broker and its salesperson in connection
therewith and monthly account statements showing the market value of each penny
stock in the investor's account.

In addition, if the Common Stock is not quoted on Nasdaq, or the Company
does not have $2,000,000 in net tangible assets, trading in the Common Stock
would be covered by Rule 15g-9 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act") for non-Nasdaq and non-exchange listed
securities. Under such rule, broker/dealers who recommend such securities to
persons other than established customers and accredited investors must make a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale. Securities also
are exempt from this rule if the market price is at least $5.00 per share.

As of the date of this Prospectus, the Company believes that, by reason of
the $7.00 offering price of the Common Stock, that such security will be outside
the definitional scope of a penny stock. In the event the Company's Common Stock
were subsequently to become characterized as a penny stock, the market liquidity
for such securities could be adversely affected. In such an event, the
regulations on penny stocks could limit the ability of broker/dealers to sell
the Common Stock, and thus the ability of purchasers of the Common Stock to sell
such securities in the secondary market would be adversely affected.

27
<PAGE> 31

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,620,000 shares of
Common Stock offered by the Company hereby at the assumed initial public
offering price of $7.00 per share, are estimated to be $9,084,200 ($10,608,800
if the over-allotment option granted to the Underwriters is exercised in full)
after deducting the underwriting discounts and commissions, the Underwriters'
non-accountable expense allowance and the other estimated expenses of this
Offering. The Company expects to use the net proceeds, as follows:

<TABLE>
<CAPTION>
AMOUNT PERCENT
---------- -------
<S> <C> <C>
Contribution of capital to Corbina for its use in connection with the
expansion of its services as a switch-based provider of long distance
telecommunications services in the Moscow Region (see
"Business -- Corbina's Long Distance Telecommunications Operations").... $ 655,000 7.2%
Purchase of switching hardware and software for connection of
Investelektro's customers' telecommunication transmissions to the Moscow
public switched telephone network and to Corbina's long distance
carriers*............................................................... 2,400,000 26.4%
Purchase of equipment (in-building network wiring components, wireless
local loop transmitters and receivers and telephone handsets) to be
employed by Investelektro with respect to the creation and expansion of
its proposed wireless local loop network in the Moscow Region*.......... 500,000 5.5%
Purchase of three antennas and ancillary equipment to be employed by
Investelektro for interconnection of telecommunication transmissions
throughout its proposed wireless local loop network*.................... 250,000 2.8%
Payment of antenna site rents for three antenna sites in the Moscow
Region during first year of Investelektro's operations*................. 60,000 0.7%
Working capital to be employed by Investelektro during the period of
approximately seven-twelve months following the closing of this
Offering*............................................................... 650,000 7.1%
Retirement of promissory notes issued in connection with the Company's
Second and Third Private Placements (including accrued interest) (See
"Capitalization" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital
Resources")............................................................. 2,329,000 25.6%
Retirement of Bridge Financing owed to three non-employee, non-director
stockholders (including accrued interest) (See "Capitalization" and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources")...................... 780,000 8.6%
Pre-payment of fee due pursuant to a financial consulting agreement to
be entered into by the Company with the Representative at the closing of
the Offering (See "Underwriting")(1).................................... 125,000 1.4%
Final payment due on agreement to cancel and rescind $100,000 investment
made by Colonial Electric Consulting Corp. ("Colonial") pursuant to the
Second Private Placement -- (See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and
Capital Resources")..................................................... 50,000 0.6%
Retirement of promissory note issued in connection with the redemption
of Common Stock previously owned by Harvey Bloch, a former stockholder
(see "Certain Relationships and Related Transactions").................. 150,000 1.7%
Working capital(1)...................................................... 1,135,200 12.4%
----------- -----
$9,084,200 100.0%
=========== =====
</TABLE>

- ---------------
(1) If the over-allotment option is exercised in full, the Company will realize
additional net proceeds of approximately $1,524,600. All of such additional
proceeds will be used for the following purposes: $400,000 will be used to
purchase additional equipment to be employed by Investelektro with respect
to the creation and expansion of its proposed wireless local loop network in
the Moscow Region, $500,000

28
<PAGE> 32

will be used to purchase switching hardware for connection of
Investelektro's customers' telecommunication transmissions to the Moscow
public switched telephone network and to Corbina's long distance carriers
which possesses greater capacity than the switch which the Company will
purchase in the absence of the exercise of the over-allotment option and the
balance of such proceeds will be incorporated into the Company's working
capital and used for general corporate purposes. The proceeds, if any, from
the exercise of the Warrants and any outstanding warrants and options will
be added to working capital and used for general corporate purposes.

Proceeds of the Offering which are not immediately required for the
purposes described above will be invested in United States government
securities, short-term certificates of deposit, money market funds and other
high-grade, short-term interest-bearing investments.

The Company believes that the proceeds from the Offering, together with
cash flow from operations (if any), will be sufficient to fund its operations,
including the proposed expansion of Corbina's operations and the proposed
build-out and operation of Investelektro's wireless local loop operations,
during the 12 month period commencing on the date of this Prospectus. However,
there can be no assurance that events affecting the Company's operations will
not result in the Company depleting its funds before such time. The Company may
need to raise substantial additional capital to continue to fund its proposed
operations. The Company may seek such capital through public or private
financings, corporate collaborations or other sources. However, there can be no
assurance that additional financing will be available through any of such
sources or, if available, that such financing will be on acceptable terms. See
"Risk Factors -- Need for Additional Capital; Limited Sources of Liquidity;" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Allocation of the net proceeds of this Offering by the Company, as set
forth above, represents the Company's best estimate, based upon its present
plans and certain assumptions regarding general economic and industry
conditions. If any of such plans or assumptions should change, the Company may
find it necessary or advisable to reallocate some of the Offering proceeds
within the above-described categories, or to other purposes.
- ---------------
* In the event that Investelektro failed, for any reason, to receive allocations
from the State Communications Committee of the frequencies that it will need
in order to construct and operate its proposed wireless local loop system, the
Company, in lieu of using $4,460,000 of the net proceeds of this Offering to
pay for the items marked above with an asterisk symbol, would use such
proceeds to expand Corbina's long distance telecommunications operations in
the Moscow Region and in the cities of St. Petersburg, Novosibirsk, Nizhny
Novgorod and Ekaterinburg (the "Branch Office Cities"). In connection
therewith, such proceeds would be used, as follows: upgrade of switching
equipment for expansion of business in the Moscow Region -- $500,000; purchase
of switching equipment, antennas, satellite uploading and downloading links
and ancillary equipment for establishment of digitally based fiber-optic
network facilities similar to the facilities employed by Corbina in its Moscow
office in each of the Branch Office Cities -- $2,000,000; acquisition of
office leases, and purchase of office equipment and furnishings in the Branch
Office Cities -- $800,000; working capital for Corbina's Moscow office --
$400,000; and working capital to finance the start-up phase of Corbina's
operations in the Branch Office Cities -- $760,000.

29
<PAGE> 33

DILUTION

The difference between the initial public offering price per share of
Common Stock and the proforma net tangible book value per share of Common Stock
after this Offering constitutes the dilution to investors in this Offering. Net
tangible book value per share is determined by dividing the net tangible book
value of the Company (total tangible assets reduced by the amount of total
liabilities) by the number of outstanding shares of Common Stock. The following
discussion allocates no value to the Warrants.

The proforma net negative tangible book value of the Company, as of June
30, 1997 was approximately $(4,595,000) or $(1.85) per share of Common Stock,
after giving effect to the cancellation of 500,000 shares of Common Stock
returned by Mr. Nathan. After giving effect to the estimated net proceeds from
the sale of the securities offered by the Company at the assumed initial public
offering price of $7.00 per share, the proforma net tangible book value of the
Company as of June 30, 1997 would have been approximately $5,226,000 or $1.27
per share of Common Stock. This represents an immediate increase in proforma
tangible book value of $3.12 per share to existing common stockholders and an
immediate dilution of $5.73 per share (or 82%) to new investors. The following
table illustrates the per share dilution in proforma net tangible book value to
new investors:

<TABLE>
<S> <C> <C>
Assumed public offering price per share........................... $7.00
Proforma net tangible book value per share before offering........ $(1.85)
Increase per share attributable to new investors.................. 3.12
------
Proforma net tangible book value per share after offering......... 1.27
-----
Proforma dilution per share to new investors...................... $5.73
=====
</TABLE>

The following table summarizes on a pro forma basis as of June 30, 1997,
the differences in the total consideration paid and the average price per share
paid between existing holders of Common Stock and new investors with respect to
the number of shares of Common Stock purchased from the Company assuming an
initial public offering price of $7.00 per share:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT* PERCENT PER SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing Shareholders(1).............. 2,485,000 60.5% $ 276,350 2.4% $0.11
New Investors......................... 1,620,000 39.5% 11,340,000 97.6% $7.00
--------- ----- ----------- -----
Total(1).............................. 4,105,000 100.0% $11,616,350 100.0% $2.83
========= ===== =========== =====
</TABLE>

- ---------------
* Prior to deduction of expenses of the Offering.

(1) Adjusted to reflect the effects of the merger of Russian Wireless with and
into the Company, and the return and cancellation of 500,000 shares of
Common Stock.

30
<PAGE> 34

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1997. The Proforma Offering information includes and accounts for the
effects of the anticipated results of the completion of the sale of 1,620,000
shares of Common Stock offered hereby (not including 247,500 shares of Common
Stock subject to the Underwriters' over-allotment option) at an assumed public
offering price of $7.00 per share (after deduction of the estimated underwriting
discounts and commissions, and expenses of the Offering).

<TABLE>
<CAPTION>
OFFERING PROFORMA AS
JUNE 30, 1997 ADJUSTMENTS ADJUSTED
------------- ----------- ------------
<S> <C> <C> <C>
Notes Payable........................... $ 2,899,000 $(2,899,000) --
Long Term Debt.......................... 389,000 $ 389,000
Stockholders' Deficiency
Common Stock -- $.01 par value, 29,850 11,200 41,050
authorized 15,000,000, issued and
outstanding: 2,985,000 shares at June
30, 1997; 4,105,000
shares(1) -- Proforma Offering........
Preferred Stock -- $.01 par value, -- -- --
authorized 1,000,000 shares, issued
and outstanding at June 30, 1997: 0...
Additional Paid in Capital.............. 7,583,000 9,073,000 16,556,000
Accumulated Deficit..................... (11,151,000) -- (11,151,000)
------------- ----------- ------------
Total Stockholders' Equity
(Deficiency).......................... (3,538,150) 9,084,200 5,546,050
------------- ----------- ------------
Total Capitalization.................... $ 250,150 $ 6,185,200 $ 5,935,050
============= =========== ============
</TABLE>

- ---------------
(1) Reflects a 500,000 share reduction in outstanding Common Stock resulting
from the cancellation of such shares upon the contribution thereof to the
Company by Ronald G. Nathan, a director and Chief Executive Officer of the
Company, on October 20, 1997.

DIVIDEND POLICY

31
<PAGE> 35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The discussion set forth below with regard to the Company relates to the
business operations conducted by the Company from the time of its organization
in April 1994, through June 30, 1997. The operations in which the Company
engaged prior to July 1, 1996 were conducted on a limited basis while the
Company's management devoted the bulk of their time and resources to the tasks
of developing what was then anticipated to be the Company's intended business,
i.e., the provision, as a competitive access provider (a "CAP"), of single
source local and long distance telecommunications services to commercial
customers in the New York Metropolitan area. See "Business -- General Overview."
The limited operations which the Company conducted during said period consisted
of the provision of services as an agent to a reseller of long distance
telecommunications services to commercial customers. Since July 1, 1996, the
Company has devoted its efforts to the development of its business operations in
the Russian Federation. Corbina maintains its books and records on the basis of
a fiscal year which ends on September 30. The discussion set forth below with
regard to Corbina relates to the business operations conducted by it during the
period from December 1, 1995 (Corbina's date of organization) through June 30,
1997. Neither CompTel nor Investelektro engaged in anything other than de
minimis activities between their respective dates of organization (November 21,
1996 and October 3, 1996, respectively) and June 30, 1997. Accordingly, no
discussions of the financial condition or results of operations of either of
those two Subsidiaries have been included herein.

RESULTS OF OPERATIONS

The Company

YEAR ENDED DECEMBER 31, 1995 COMPARED WITH YEAR ENDED DECEMBER 31, 1996

The Company generated revenues in the form of commission income earned with
regard to the income generated by long distance telephone service providers for
whom the Company acted as an agent during 1995 and 1996 in the amount of $21,172
and $8,043, respectively. The 62% decrease in such revenues was directly
attributable to the conclusion reached by the Company in mid-1996 that it would
have to reposition the Company in a different segment of the telecommunications
industry.

Operating expenses amounted, in the aggregate, to $851,318 and $792,881
during the years ended December 31, 1995 and 1996, respectively. Although the
comparative difference between the aggregate amounts varied by less than 7%
between 1995 and 1996, the primary components thereof, consisting of officers'
salaries and selling, general and administrative expenses varied significantly
between such years. By reason of a reduction from three executives to one which
took place during and at the end of 1995, officers' salaries were reduced by
approximately 51% from $203,125 in 1995 to $100,000 in 1996. The Company's
employee salary payment obligations began to increase on February 1, 1997, i.e.,
the date of commencement of Mr. Leibov's employment by the Company. See
"Management -- Executive Employment Agreements."

Selling, general and administrative expenses increased by approximately 13%
from $426,228 in 1995 to $482,891 in 1996. Such expenses were incurred by the
Company in 1995 as it undertook to create, with the proceeds of its first and
second private placements of securities, the infrastructure which it would need
to engage in business as a single source local and long distance
telecommunications service provider to commercial customers in the New York
Metropolitan area. Although the Company curtailed expenditures relating to its
originally anticipated business activities by mid-1996, it continued to incur
general and administrative expense obligations while it undertook to explore
opportunities involving the delivery of various categories of telecommunications
products and services in the Russian Federation and other countries which
comprised the former Soviet Union, e.g., Georgia, Khazakstan and Azerbaijan.

During 1995 and approximately the first half of 1996, the Company conducted
business on a limited basis as a reseller of long distance telecommunications
services to commercial customers while it undertook to develop and establish its
anticipated business activities as a competitive access provider of
telecommunications services. By reason of the high level of general and
administrative expenses incurred during such periods, as

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compared to the minimal revenues generated from the Company's limited long
distance telephone reselling activities, the Company incurred operating losses
of $830,146 and $784,848, respectively, in 1995 and 1996. Such operating losses,
when coupled with the interest expense incurred by the Company in connection
with its outstanding principal indebtedness aggregating $1,724,000 at December
31, 1995 and $3,524,000 at December 31, 1996, resulted in net losses of
$1,227,502 ($.34 per share) in 1995 and, $1,470,878 ($.67 per share) in 1996.

Corbina

PERIOD ENDED DECEMBER 1, 1995 (INCEPTION) THROUGH DECEMBER 31, 1996

Corbina was organized on December 1, 1995 and began providing long distance
telecommunications services to customers in the Moscow Region in March 1996.
During the thirteen month period which ended on December 31, 1996, the first
five of which were primarily devoted to organizational and start-up activities,
Corbina generated revenue of $1,011,914. During the 11 month period between May
1996 and March 1997, Corbina's business has grown from a few customers
purchasing approximately 30,000 minutes of long distance services per month to
approximately 350 customers purchasing approximately 282,000 minutes per month.

During the year ended December 31, 1996, one customer accounted for 22% of
Corbina's revenues, and that same customer accounted for 42% of Corbina's
accounts receivable at December 31, 1996. No customer is currently responsible
for 10% or more of Corbina's revenues or accounts receivable.

By reason of the facts that (a) the efforts of Corbina's management during
the 13 month period ended December 31, 1996 were primarily directed toward (i)
negotiating agreements with Rustelnet and Global One, and (ii) the establishment
of a network of field services representatives to market Corbina's services; and
(b) Corbina's operations were in the early stages of expansion in business
volume that is still taking place, the selling, general and administrative
expenses incurred by Corbina in providing the services purchased by its
customers were $372,203, which was $187,518 greater than the $184,685 gross
profit which Corbina generated from its revenues during said period. By reason
thereof, Corbina sustained a loss from operations, and a net loss for the period
amounting to $200,574 and $209,813, respectively.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
1997

The Company

The Company acquired its 75% ownership interest in Corbina in January 1997.
In accordance with applicable accounting rules, by reason of the fact that the
losses generated by Corbina exceeded the minority interest investment, the
Company recorded 100% of Corbina's operations for the six months ended June 30,
1997. At such time when Corbina generates sufficient income from operations to
offset prior losses, only 75% of Corbina's income and expenses will be taken
into account on the Company's consolidated financial statements. During the
first six months of 1996, the Company's sole revenues were commissions of $4,589
received from long distance telephone service providers for whom the Company
acted as an agent. Inasmuch as the Company only engaged in minimal operations
during 1996, the sources and amounts of such revenues were substantially
different from the sources of revenues the Company began to generate in February
1997 and the amounts thereof which the Company expects to generate in the future
from Corbina's and Investelektro's operations. Accordingly, there is no
meaningful comparison that can be made from the data regarding the Company's
revenues for the three month periods ended March 31, 1996 and 1997.

Operating expenses amounted to $254,648 and $7,487,422 during the six
months ended June 30, 1996 and 1997, respectively. Such expenses for the period
ended June 30, 1997 consist of a combination of the Company's and Corbina's
operating expenses during the six months ended June 30, 1997. The primary
components of such expenses consisted of officers' salaries, amortization of
deferred financing costs and selling, general and administrative expenses. In
accordance with the accounting rules applicable to the merger of Russian
Wireless with and into the Company, the 750,000 shares of the Company's Common
Stock which were issued in exchange for all of the outstanding shares of Russian
Wireless' common stock were valued at the $7.00 initial public offering price of
the Common Stock. A one time, non-recurring charge in the $5,250,000 aggregate
amount thereof was made to officers' salaries. The officers' salaries component
of operating expenses increased, excluding such one time charge, by a factor of
1.5 from $54,166 during the first six months of 1996 to $85,000 during the
comparable period of 1997 as a result of the fact that the Company

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only paid Mr. Nathan's salary during the former period, and paid both his and
Mr. Leibov's salaries during the latter period. The twelve fold increase in
amortization of deferred financing costs reflects the significant increase in
the costs incurred by the Company with respect to its financing activities
during the first half of 1997 when compared to the same period of 1996. Selling,
general and administrative expenses increased by a factor of seven from $63,368
during the first six months of 1996 to $472,422 during the comparable period of
1997. As discussed above, the comparatively low amount recorded as selling,
general and administrative expenses during the first six months of 1996 resulted
from the low level of business activity engaged in by the Company during that
period as it undertook to explore opportunities involving the delivery of
various categories of telecommunications products and services in the Russian
Federation and other countries which comprised the former Soviet Union. The
major components of the much higher expenditures incurred during the first six
months of 1997 were: Corbina's operating expenses during that period ($150,582);
the commission paid by the Company with respect to the Bridge Financing
($75,000), travel and entertainment expenses ($8,000); office rents and utility
expenses ($19,000) and employee compensation expenses ($67,000).

By reason of the significant charges to income with respect to amortization
of the Company's financing costs, and the high level of general and
administrative expenses incurred by the Company in comparison to its revenues
during both six month periods ended June 30, 1996 and 1997, the Company incurred
operating losses of $250,059 and $7,418,632, respectively, during such periods.
Such operating losses, when coupled with the interest expense incurred by the
Company in connection with its outstanding principal indebtedness, resulted in
net losses of $539,719 ($.18 per share) and, $7,835,118 ($2.78 per share),
respectively, during the six months ended June 30, 1996 and 1997.

Corbina

During the six months ended June 30, 1997, Corbina incurred a net loss from
operations of $78,111 on revenues of $1,265,435, as compared to the net loss of
$71,144 which it incurred on revenues of $155,984 during the comparable period
of 1996. As indicated above, Corbina's efforts during the first three months of
1996 were primarily devoted to organizational and start-up activities.
Accordingly, its revenues, and the loss incurred during that period, reflected
the fact that Corbina was not then focusing its efforts on revenue generation
activities. By contrast, management believes that the revenues generated by
Corbina during the six months ended June 30, 1997 signify that Corbina has
reached a point in the process of its maturation as a business where it is
almost breaking even. Management further believes that, the application of those
portions of the proceeds of this Offering which have been allocated to the
expansion of Corbina's business, will enable Corbina to increase its customer
base, and concomitantly increase the volume of telephone traffic purchased by
such customers to a point where it will be able to generate profits from its
operations within the next 12 months. However, by reason of the facts that
management can not state with certainty that such increases in Corbina's
customer base and/or revenues will continue at the rates heretofore experienced,
or at all, or that Corbina will not incur increases in its operating costs from
unforeseen increases in the telecommunications services that it purchases for
resale to its customers, or otherwise, no assurances can be given in that
regard. In the event of a slowdown or cessation of such growth, Corbina would
continue to suffer operating losses which would have a material adverse effect
on Corbina and the Company.

Management further believes that the investment it has heretofore made in
creating its existing operating infrastructure, coupled with the investment that
it will be making with the proceeds of this Offering, will be sufficient to
support its operations at a profitable level. Corbina's management further
believes that Corbina's business operations, as they are currently being
implemented, will result in an increase in its customer base, and a concomitant
increase in telephone traffic purchased by such customers.

LIQUIDITY AND CAPITAL RESOURCES

The Company financed its initial operations, and it has been financing the
activities it has been conducting in the Russian Federation, with the investment
capital that it has raised through three private placements of its securities
and the Bridge Financing.

The Company obtained $750,000 pursuant to its initial private placement
(the "First Private Placement") which was completed in June 1994. In connection
therewith, the Company issued 12% unsecured

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<PAGE> 38

promissory notes in the aggregate principal amount of $735,000, and warrants to
purchase 750,000 shares of Common Stock. See "Description of Securities --
Warrants Issued in Private Placements."

The Company obtained $1,000,000 pursuant to its second private placement
(the "Second Private Placement") which was completed in October 1994. In
connection therewith, the Company issued 12% unsecured promissory notes in the
aggregate principal amount of $980,000, and warrants to purchase 500,000 shares
of Common Stock. The Company used $750,000 of the proceeds of the Second Private
Placement to pay off the indebtedness its owed to the holders of the promissory
notes issued in the First Private Placement. In June, 1997, all but one of the
investors in the Second Private Placement agreed to extend the maturity of said
notes from June 19, 1997 to October 31, 1997, or the date of closing of this
Offering, whichever first occurs. The Company agreed with Colonial, the investor
which did not agree to such extension, to rescind Colonial's original $100,000
investment, pursuant to an agreement providing for the payment of four monthly
installments of $25,000 each on the 15th day of each month during the period
between February and May, 1997. As a result thereof, the Company's $98,000
Second Private Placement Note payable to Colonial, and a 50,000 share Second
Private Placement warrant which had been issued to Colonial were canceled. After
paying $50,000 of the $100,000 due and owing to Colonial pursuant to said
agreement, the Company, in order to conserve cash, requested Colonial to modify
the provisions of the agreement to provide for payment of the $50,000 balance
due thereunder on the closing date of this Offering. In consideration for
Colonial's agreement to such modification, the Company reissued a Second Private
Placement warrant to Colonial entitling it to purchase 12,500 shares of Common
Stock, the provisions of which were identical in all respects to Colonial's
original Second Private Placement warrant. The Company did not repay such
indebtedness on October 31, 1997. The Company intends to use a portion of the
proceeds of this Offering to pay its indebtedness under the notes issued in the
Second Private Placement and to Colonial. See "Use of Proceeds;" and
"Description of Securities -- Warrants Issued in Private Placements."

The Company obtained $1,050,000 pursuant to its third private placement
(the "Third Private Placement") which was completed in February 1996. In
connection therewith, the Company issued 8% unsecured promissory notes in the
aggregate principal amount of $1,050,000, 300,000 shares of Common Stock and
warrants to purchase 2,000,015 shares of Common Stock. The Company's
indebtedness to the holders of the promissory notes issued in the Third Private
Placement will become due and payable on October 31, 1997, or upon closing of
this Offering, whichever first occurs. The Company did not repay such
indebtedness on October 31, 1997. The Company intends to use a portion of the
proceeds of this Offering to pay such indebtedness in full. See "Use of
Proceeds;" "Description of Securities -- Warrants Issued in Private Placements;"
and "Selling Securityholders."

Pursuant to a private placement transaction in December 1996, the Company
borrowed $250,000 from each of Messrs. L.W. Cave, James Condakes and Howard M.
Pack, none of whom is affiliated with the Company (the "Bridge Financing"). The
Company must repay said $750,000, together with interest thereon accruing at a
rate of 8% per annum on the earlier to occur of (i) three business days
following the receipt by the Company of the net proceeds of the Offering or (ii)
October 31, 1998. As an inducement to such lenders to make such loans, the
Company issued 150,000 shares of Common Stock to each of them, for no additional
consideration. The Company paid a 10% commission ($75,000) to a registered
representative of the Representative in connection with the Bridge Financing.
The Company did not repay such indebtedness on October 31, 1997. The Company
intends to use a portion of the proceeds of this Offering to pay off its
indebtedness to the Bridge Financing Lenders. See "Use of Proceeds."

The Company will rely exclusively upon the proceeds of the Offering to
provide the financing that it will need to expand Corbina's operations, and to
develop Investelektro's proposed wireless local loop network in the Moscow
Region.

BASIS OF PRESENTATION OF FINANCIAL RESULTS

Corbina, CompTel and Investelektro maintain their records and prepare their
statutory financial statements in accordance with Russian accounting principles
and tax legislation. The financial statements presented in this Prospectus have
been prepared from Russian accounting records for presentation in accordance
with U.S. generally accepted accounting principles ("U.S. GAAP"). These
financial statements and results differ from the financial statements issued for
statutory purposes in Russia in that they reflect

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certain adjustments not recorded in either Corbina's, CompTel's or
Investelektro's Russian accounting records, which are appropriate to present the
financial position, results of operations and cash flows in accordance with U.S.
GAAP. The principal adjustments relate to: (i) revenue recognition; (ii)
recognition of interest expense and other operating expenses; (iii) valuation
and depreciation of property and equipment; (iv) foreign currency translation;
(v) deferred income taxes; (vi) capitalization and amortization of telephone
line capacity; (vii) valuation allowances for unrecoverable assets; and (viii)
capital leases.

Corbina pays, and CompTel and Investelektro will pay, taxes computed on
income reported for Russian tax purposes. This computation is based on Russian
accounting principles which differ substantially from U.S. GAAP. Certain items
that are capitalized under U.S. GAAP are recognized under Russian accounting
principles as an expense in the year paid. See Note 2 to Corbina's Financial
Statements.

INFLATION

The Russian economy is in transition and has been characterized by high
rates of inflation. The Russian Government adopted a number of measures in 1995
and 1996 and these have begun to have a favorable impact on inflation rates. In
1994, the average monthly inflation rate was 10.0%. In 1995, the average monthly
inflation rate decreased to 7.2% and during 1996, the average monthly inflation
rate was 2.0%. The devaluation of the rouble in recent years has not kept pace
with inflation. Corbina prices its services, and Investelektro intends to price
its equipment and services in U.S. dollars thereby mitigating the effects of the
devaluation of the rouble. However, the Company believes that such pricing may
not be able to fully offset the effects of inflation because a substantial
portion of all collections will be in roubles. In addition, the Company also
believes that Corbina and Investelektro may experience increased costs in hard
currency terms due to the devaluation of the rouble. If the Subsidiaries are
unable to maintain prices in line with inflation, due to competitive pressures
or otherwise, it may have a material adverse effect on the Company.

FOREIGN CURRENCY TRANSLATION

Corbina reports, CompTel and Investelektro will report, to the Russian tax
authorities in roubles and its accounting records are maintained in that
currency. The financial statements of Corbina contained elsewhere in this
Prospectus have been prepared in accordance with U.S. GAAP and are stated in
U.S. dollars. Corbina's functional currency is, and Investelektro's functional
currency will be, the U.S. dollar because the majority of their respective
revenues, costs, property and equipment purchased, and debt and trade
liabilities are, or will be in the case of Investelektro, either priced,
incurred, payable or otherwise measured in U.S. dollars. Accordingly,
transactions and balances not already measured in U.S. dollars have been
remeasured into U.S. dollars in accordance with the relevant provision of FAS
No. 52, "Foreign Currency Translation" as applied to entities in highly
inflationary economies. Under FAS No. 52, revenues, costs, capital and
nonmonetary assets and liabilities are translated at historical exchange rates
prevailing on the transaction dates. Monetary assets and liabilities are
translated at exchange rates prevailing on the balance sheet date. Exchange
gains and losses arising from remeasurement of monetary assets and liabilities
that are not denominated in U.S. dollars are credited or charged to operations.

The operating currency of Corbina, CompTel and Investelektro is Russian
roubles. This currency is not convertible outside of Russia and has been very
volatile in the past. From 1995 to date, the Russian Government and Central Bank
have successfully kept the rouble trading within a fixed band and as a result
the currency has been declining at a relatively stable rate. Corbina does not
engage, and neither Corbina nor CompTel or Investelektro plan to engage, in
hedging or other transactions intended to manage risks relating to fluctuations
in foreign currency exchange rates, inflation or interest rates. However, to
minimize the risk of rouble fluctuations and consequent devaluation, the
Subsidiaries have adopted a number of measures, including listing tariffs for
customers in U.S. dollars and calculating customers' monthly bills in U.S.
dollars and requesting payment in roubles (in accordance with the applicable
law) based on the exchange rate on the date the bill is sent to the customer.
All invoices include a 1% charge to cover the devaluation exposure for the
15-day payment period. Payments received after 15 days are converted into U.S.
dollars at the prevailing rate of exchange on the date payment is received and
adjustments due to any rouble fluctuations from the date of billing are made to
the customer's account in the next billing period. See "Risk Factors -- Currency
Risks."

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BUSINESS

GENERAL OVERVIEW

The Company through its Subsidiaries, is a provider of local, domestic and
international telecommunications services, principally in the Moscow Region. It
intends to increase the volume of telecommunications business that it conducts
within the Moscow Region, and expand its business by offering its
telecommunications services in other urban areas of the Russian Federation.

The Company was formed in April 1994 under the name of Telcom Group USA,
Inc. ("Telcom Group"). On August 19, 1994, the Company was certified by the New
York State Public Service Commission to operate as a reseller of all forms of
telephone services via landline telephone company and other common carrier
facilities located in New York. During the period between the Company's
inception and December 31, 1996, the Company conducted business on a limited
basis as a reseller of long distance telecommunications services to commercial
customers. Such services were provided by the Company while it attempted to
finance and establish the business which it originally had intended to
undertake, i.e., the provision, as a CAP, of single source local and long
distance telecommunications services to commercial customers in the New York
Metropolitan area. CAPs enable users of local and long distance telephone
services to connect the network of telephones and other telecommunication
devices which comprise the telephone system employed within the customer's
business via dedicated telephone transmission lines leased by the CAP from the
local exchange carrier (e.g., NYNEX) directly to their long distance carriers,
thereby bypassing all, or most of the local exchange carrier's network and
charges. By integrating local and long distance services on a single network,
the Company believed that its prospective customers would be able to obtain less
expensive local and long distance service through it by reason of its
anticipated ability to make volume purchases of local telephone transmission
lines, and the ability of the long distance carrier to avoid payment of a
portion of the access charges imposed by the local exchange carrier on switched
access long distance telephone traffic. However, with the passage of the Federal
Telecommunications Act of 1996 (and the subsequent entry into the local
telephone markets by long distance carriers) the Company determined that future
growth lay in the international arena -- particularly in the Russian Federation.

In 1996, the Company's management undertook to explore opportunities
involving the delivery of various categories of telecommunications products and
services throughout the former Soviet Union. On January 28, 1997, TelCom Group
exercised an option to purchase 75% of the outstanding capital stock of Corbina
which had been granted to it by Mr. Leibov in July 1996. See "Business -- The
Company's Acquisition of Corbina" and "Certain Relationships and Related
Transactions."

In October 1996, Messrs. Nathan and Leibov Incorporated Russian Wireless
Telephone Company, Inc., a Delaware corporation ("Russian Wireless"), to engage
in business separately from TelCom Group by providing wireless local loop
telecommunications services to business customers in the Moscow Region.
Subsequent to TelCom Group's acquisition of its ownership interest in Corbina,
the managements of TelCom Group and Russian Wireless determined that their
ability to succeed in business would be enhanced by providing long distance and
wireless local loop telecommunications services in the Russian Federation
through one parent entity. Accordingly, on February 10, 1997, Russian Wireless
merged with and into the Company. In connection therewith, the Company changed
its name from TelCom Group USA, Inc. to Russian Wireless Telephone Company, Inc.

TELECOMMUNICATIONS INDUSTRY

General. The Company believes that the current international
telecommunications landscape is being reshaped by the convergence of three major
trends: (i) the accelerating growth in demand for high speed, high capacity
digital telecommunication services, (ii) the deregulation of telecommunications
markets; and (iii) the rapid advances in wireless technologies. The growth in
demand for high speed digital telecommunications services is being driven by the
revolution in microprocessor power and advances in new multimedia and on-line
applications such as the Internet. The ability to access and distribute
information quickly has become critical to business and government users of
telecommunications services. The rapid growth of local area

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networks ("LANs"), Internet services, video teleconferencing and other data
intensive applications is significantly increasing the volume of broadband
telecommunications traffic. The inability of the existing infrastructure to meet
this demand is creating a "last mile" bottleneck in the copper wire networks of
the incumbent local exchange carriers ("LECs"). This increasing demand, together
with changes in the regulatory environment, is creating, in the Company's view,
an opportunity to offer cost effective, high capacity access using wireless
local loop solutions.

Russia. In the Soviet era, telecommunications in the Russian Federation
(and in the other republics of the former Soviet Union) was viewed as existing
principally to serve the defense and security needs of the state. As a result,
the public telecommunications network in the Soviet Union was underdeveloped.
With the break-up of the Soviet Union and the liberalization of the economies of
its former republics, the demand for telecommunications services has increased
significantly. However, Russia and the governments of the countries of the
former Soviet Union do not currently have the significant capital necessary for
the development of the telecommunications infrastructure. As a result, they have
actively encouraged market liberalization, privatization and foreign investment
in the telecommunications sector. This has resulted in significant development
in the area of fixed wire overlay systems, private networks and cellular and
data services. As modern telecommunications capability is critical to the
successful transition to a market economy, it is expected that the next stage of
development will focus on basic local telecommunications infrastructure.

According to the State Communications Committee, there were approximately
26 million telephone lines in Russia with a waiting list for telephone line
installation of 9.7 million at year end 1995, indicating significant pent-up
demand. The lack of highly developed wireline telecommunications systems in
Russia has resulted in some subscribers looking to wireless telecommunications
systems, primarily cellular, as a substitute, rather than a supplement, to
wireline systems. The Company believes that the high cost and lengthy time
required to build the infrastructure necessary to install and upgrade local
wireline services makes it feasible for the Company to provide wireless local
loop services as a primary form of telecommunications in certain ares of the
Moscow Region where wireline services are inadequate or non-existent.

The Company believes that the Moscow Region, as the commercial and
political center of the Russian Federation, has the greatest demand for quality
telecommunications services. According to the State Communications Committee, in
the Moscow Region there was a waiting list for line installation of over 164,000
at December 31, 1995. The Company believes that the Moscow Region, which has a
per capita income level approximately three times the national average of the
Russian Federation, has the ability to support a significant increase in local
telecommunications subscribers.

PROPOSED WIRELESS LOCAL LOOP OPERATIONS

The Company intends to construct and operate, through Investelektro, a
state-of-the-art wireless local loop telecommunications system in the Moscow
Region.

A wireless local loop system is a radiotelephone system that provides
telecommunications service to fixed locations, such as homes and businesses,
without the traditional network of poles and two-wire copper cables. It utilizes
a conventional telephone handset that is plugged into a radio receiver unit and
operates in exactly the same manner as a conventional telephone. In addition,
the system provides the customer at least limited mobility; the communications
system is fully accessible as long as the subscriber moves around within the
system's coverage area. The primary advantage of wireless local loop network
over traditional wireline technology is speed of implementation. The current
worldwide backlog of telephone service, estimated by the Company at over forty
million lines, is, in the Company's estimation, a direct result of the labor
intensive nature of the traditional deployment process involving laying cables
and hard-wiring each line to the switch. A

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telephone switch typically takes several weeks to install, and individual phone
lines, in both remote as well as urban areas, can require several years,
depending on the size of the proposed system. With a wireless local loop system,
however, several thousand customers inside a typical coverage area (with a
radius of approximately 18 miles) can obtain instant access to the network when
the system is activated. Deployment of a wireless local loop system drastically
reduces installation time to a few weeks for an entire communications system.

The "local loop" is the critical segment of a telecommunications network
that connects a customer's premises to the nearest local telephone company
switch or central office. The Company believes that Investelektro's technical
expertise and management capability will enable it to provide subscribers with
fully integrated "bundled" telecommunications services, including access to high
quality local, and cost-effective long distance and international
telecommunications services (through Corbina), cellular and paging (as an agent
for Moscow Region-based providers) as well as value-added services including
prepaid calling cards, Internet, ISDN, voice mail, call-waiting, call-forwarding
and three-way call conferencing features. It is the Company's intention that
Investelektro will provide to its subscribers, primarily telecommunications
intensive Russian and foreign commercial enterprises, non-profit organizations,
diplomatic missions, and governmental authorities "one stop" shopping (and a
single bill) for all telecommunications services and equipment. It will "bundle"
this package of local, long distance and other services in a manner similar to
the integrated services provided by AT&T prior to its divestiture and now
offered in certain cities in the United States by carriers previously designated
as primarily "local" (e.g. Ameritech) or "long distance" (e.g. MCI) carriers.

OWNERSHIP OF INVESTELEKTRO

CompTel, ZAO Kortek ("Kortek"), a private joint stock company organized
under the laws of the Russian Federation, OOO Evrial ("Evrial"), a limited
liability company organized under the laws of the Russian Federation and Mr.
Igor Nikolenko own, respectively, 51%, 20%, 24% and 5% of Investelektro's
outstanding capital stock. Kortek is directly engaged in business as a provider
of telecommunications services in the Moscow Region. Through an agreement that
Corbina has maintained with Kortek, Corbina has acquired access to TelMos' long
distance telecommunications facilities in consideration for which Corbina has
permitted Kortek to route portions of its telecommunications traffic through
Corbina's telecommunications facilities and has agreed to pay Kortek 0.1% of the
revenues generated by Corbina on telecommunications traffic routed over TelMos'
facilities. See "-- Corbina's Long Distance Telecommunications Operations."
Evrial and Mr. Nikolenko are engaged in business as consultants to the
telecommunications industry in the Russian Federation. The Company believes that
Mr. Vladimir Veronin and Ms. Elena Basina are the principal owners of Evrial and
Kortek, respectively. Messrs. Veronin and Nikolenko, and Ms. Basina, none of
whom is an officer, director or employee of the Company or the Subsidiaries (or
a stockholder of the Company or either of the other two Subsidiaries), are
citizens of, and reside in, the Russian Federation. See "Enforcement of Civil
Liabilities" and "Risk Factors -- Legal Risks."

TELECOMMUNICATIONS LICENSE

On February 21, 1997, the State Communications Committee issued the License
to Investelektro granting it permission to construct and operate wireless local
loop telecommunications systems in the Licensed Territory. The License requires
Investelektro to commence providing wireless local loop operations no later than
February 21, 1998. During the term of the License, which, in the absence of its
renewal, will expire on February 21, 2002, Investelektro must establish an
installed customer base of not less than 20,000 lines. The allocation of such
lines among the various geographic subdivisions comprising the Licensed
Territory are, as follows: Moscow, 10,000 lines, St. Petersburg, 2,000 lines,
Novosibirsk, 2,000 lines, Nizhny Novgorod, 2,000 lines, Ekaterinburg, 2,000
lines and the suburban environs of Moscow, 2,000 lines. In addition to the
foregoing, the License authorizes Investelektro to operate its wireless local
loop system on designated radio frequencies in the 330 megahertz band, subject
to issuance by the State Communications Committee of final approval of the
allocation of such frequencies. In the event that Investelektro fails to satisfy
any of the above-described requirements, its License and/or frequency
allocations would be subject to immediate suspension or revocation. Although the
Company believes that Investelektro will not experience any difficulties in
receiving final approval of its frequency allocations, or in satisfying the
above-mentioned requirements, no assurance can

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be given in either regard. Furthermore, no assurance can be given that
Investelektro will be able to maintain its License, that its terms will not be
altered to Investelektro's disadvantage or that it will be renewed upon its
expiration. The non-renewal, or a suspension or revocation of such License
and/or frequency allocations, would jeopardize the Company's entire investment
in its proposed wireless local loop system, and would have a material adverse
effect on the Company's financial condition and its ability to conduct the
business it intends to undertake in the Russian Federation. See "Risk
Factors -- Government Regulation -- Investelektro's Inability to Conduct
Operations if Conditions of License are Not Satisfied."

NETWORK BUILD-OUT

Investelektro currently anticipates commencing the initial build-out of its
wireless local loop network in the Moscow Region during the second half of 1997,
and will immediately begin to provide coverage to customers in built-out areas
as such areas come "on-line." The Company expects that Investelektro will
complete its Moscow Region build-out by the last calendar quarter of 1998 or the
first quarter of 1999. The Company anticipates that Investelektro will be able
to provide full wireless local loop service to as many as 3,000 customers within
the Moscow Region by the end of 2000. However, no assurances can be given that
the build-out will be completed within such time frame, or that Investelektro
will be able to attract and maintain as many customers as it is planning to
service.

Investelektro intends to construct its wireless local loop network with
equipment designed by Tadiran Telecommunications, Ltd. ("Tadiran"), a publicly
owned Israeli company which has a class of securities which trades on the Nasdaq
National Stock Market. The Tadiran system is closest in design to a cordless low
power radio system and utilizes small radio ports rather than high power base
stations. In the Company's estimation, it is best suited for deployment in dense
urban areas, such as the Moscow Region. A wireless local loop system utilizing
the Tadiran equipment is currently in place in Ryazan, Russia and Glasgow,
Scotland.

The build-out of Investelektro's network will involve systems design (the
initial stages of which, i.e., the selection of the hardware and software
components of the equipment which it intends to employ in connection with the
construction of its network in the Moscow Region, have been completed by
Investelektro), acquisition of antenna sites (two of the three sites needed for
Investelektro's proposed wireless local loop operations in the Moscow Region
have been identified), equipment procurement (negotiations regarding the
purchase of operating hardware and software have resulted in the receipt of a
written contract proposal from Tadiran), interconnection with other
communications providers, purchase and installation of switches, and the
purchase and implementation of advanced management information and billing
systems. A planning and engineering team, comprised of engineering and
operations employees and independent contractors and consultants, all of whom
will be hired upon, and subject to completion of the Offering, will complete the
design of Investelektro's network based on the marketing and product
requirements necessary to meet the Company's targets for consistency, uniformity
and reliability.

Investelektro's proposed equipment vendor, Tadiran will, in conjunction
with Investelektro's management, oversee the deployment of the network. It is
anticipated that a final contract, based upon the negotiations which Mr. Leibov
has already undertaken with, and the above-mentioned written proposal that he
has already received from, Tadiran, will be executed during the first 30 days
following the closing of this Offering. It is further anticipated that delivery
and installation of such equipment will take place within 30-60 days after
execution of such contract. The initial coverage of the network will include a
major metropolitan area within the Moscow Region. Investelektro expects to
complete the initial build-out of its network by the last calendar quarter of
1998 at which time its network is expected to cover approximately 80% of the
population within the geographic area of the Moscow Region.

The Company intends, in the future, to expand its wireless local loop
operations to the other areas in the Licensed Territory by constructing and
operating, through Investelektro, additional state-of-the-art wireless local
loop telecommunications systems in the cities of St. Petersburg, Novosibirsk,
Nizhny Novgorod and Ekaterinburg. Such expansion plans, however, are contingent
upon the Company's receipt of substantial additional financing following
completion of this Offering. The Company estimates that, in order to fulfill all
of the obligations imposed upon Investelektro pursuant to the License, it will
need an aggregate of approximately

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$3 million, in addition to the proceeds of this Offering, to build the basic
wireless local loop networks in the cities other than the Moscow Region which
comprise the Licensed Territory, and that it may need as much as $20-30 million,
in the aggregate, to build wireless local loop systems capable of handling all
of the telecommunications traffic which could be generated by all of the
potential subscribers for such services located throughout the Licensed
Territory. Although management of the Company has undertaken discussions with
several international banks, to date, the Company has not obtained any
commitment from any person or entity to provide additional capital to the
Company following this Offering, and no assurances can be given that it will
ever be able to obtain any such additional financing on terms acceptable to the
Company, if at all. Inasmuch as there can be no assurance that the Company's
business interests will generate sufficient cash to satisfy current or future
projected capital requirements, or that the Company will be able to obtain any
other financing which will permit it to expand its proposed wireless local loop
operations, there can not be any assurance that the Company will be able to
undertake or complete any expansion of its proposed wireless local loop
operations beyond the Moscow Region. In the event that the Company fails to
secure the necessary capital to complete the buildout of its proposed wireless
local loop network in accordance with the terms of the License, such License may
be canceled, or renewal thereof may be denied. If either of such events were to
occur, the Company's business and financial condition would be substantially and
materially impaired as a result thereof. See "Risk Factors -- Need for
Additional Capital; No Assurances of Ability to Obtain Needed Additional
Capital;" "-- Wireless Local Loop Network Construction and Operational Risks;"
and "-- Government Regulation -- Investelektro's Inability to Conduct Operations
if Conditions of License are Not Satisfied." See also "Business -- Proposed
Wireless Local Loop Operations -- Telecommunications License."

PRODUCTS AND SERVICES

Investelektro intends to provide to its customers (i) direct dial local,
i.e., within the cities comprising the Licensed Territory, telecommunications
services utilizing wireless local loop technology; (ii) direct dial interzonal,
i.e.. between the cities comprising the Licensed Territory, and international
long distance services (utilizing, the Company's Corbina subsidiary, as well as
other long distance carriers) for transmission services; (iii) value added
services including prepaid phone cards, Internet, ISDN, voice-mail call waiting,
call forwarding and three-way conferencing; and (iv) access to cellular and
paging services as an agent for Moscow Region-based providers of these services.

Local Telecommunications Services. Investelektro intends to provide
wireless local loop telecommunications services initially to customers in the
Moscow Region, and as and when additional financing becomes available, or
profits from its operations permit, it intends to extend such services to
customers in the cities of St. Petersburg, Novosibirsk, Nizhny Novgorod and
Ekaterinburg. Once "connected," an Investelektro customer will have complete
access to any other telephone -- whether or not on the Investelektro network --
as Investelektro will, in accordance with the provisions of its license, connect
with the local public network for transmission and termination of local and/or
long distance calls, as the case may be, in each of the geographic areas
comprising the Licensed Territory.

Long Distance Services. Investelektro intends to provide its customers
both interzonal and international long distance services through the Company's
Corbina subsidiary as well as through primary long distance carriers. The
telecommunications traffic of Investelektro's customers within the Russian
Federation will be connected at Corbina's switching station in the Moscow Region
for delivery throughout the Russian Federation, usually via the long distance
network owned and operated by Global One. Investelektro intends to route its
customers' international telecommunications traffic through Corbina, or such
traffic will be directed to other carriers via Corbina's existing switching
facility to their final destination. See "-- Corbina's Long Distance
Telecommunications Operations -- Network and Operations."

Value Added Services. Investelektro intends to introduce a number of
value-added services to complement the basic fixed local and long distance
services it intends to provide to its customers. Management believes that the
ability to provide such services on Investelektro's proposed network will be a
key competitive advantage in the Moscow Region marketplace. Planned services
include the following: operator/prepaid calling card services, audiotext
services offering a combination of recorded information and live entertainment,
equipment sales offering Investelektro's customers a wide range of
telecommunications equipment as a means

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of enhancing its service, including PBXs, key systems, handsets, and a full
range of customer terminals and maintenance service for the equipment and
Internet access through Corbina which is currently offering services to its
customers as an internet service provider.

BILLING, TARIFFS AND INTERCONNECTION CHARGES

Billing. Investelektro intends to provide monthly and/or semimonthly
itemized bills to its customers denominated in U.S. Dollars. Installation and
use/number charges, equipment charges, monthly line rental, value added services
and local and domestic long distance call charges will be paid in Roubles at the
U.S. Dollar/Rouble exchange rate on the date when the customer makes payment.
Currency regulations govern the currency in which international call charges may
be paid and, usually, depend on the residency status of the customer. Russian
resident customers are required to pay in Roubles while nonresident companies
may pay in Roubles or U.S. Dollars. By denominating its bills in U.S. Dollars
(and exchanging Roubles at the then current U.S. Dollar/Rouble Exchange rate),
Investelektro will limit the exchange rate risk otherwise associated with
transacting business in a foreign currency. See Risk Factors -- Currency
Controls; Restrictions on Repatriation of Payments.

Tariffs. Currently, there are no specific regulations regarding tariffs
which may be charged by Investelektro for its various proposed product and
service offerings. Investelektro will set its tariffs taking into account those
rates charged by MGTS (and long distance providers) and competitive pressures in
the marketplace. Investelektro will charge its customers separately for
equipment, installation, line/number charges, and for local, domestic long
distance, international long distance and value added services.

Interconnection. Investelektro's proposed network in the Moscow Region
will connect to the Moscow public switched telephone network, (MGTS). Such
interconnection is required to facilitate originating and terminating traffic
between Investelektro's facilities and both MGTS and long distance carriers. In
accordance with its License, Investelektro must connect its customers located in
the cities of St. Petersburg, Novosibirsk, Nizhny Novgorod and Ekaterinburg
through the public switched telephone networks operated in those cities by the
Petersburg Telephone Network Company, the City of Novosibirsk Telephone Network
Company, Svyazinform Company and the City of Ekaterinburg Telephone Network
Company, respectively. Investelektro is negotiating, or intends to negotiate,
interconnection agreements with each of such telephone companies. Investelektro
believes, based upon the tariff structures that other telephone service
providers have been able to negotiate with MGTS, management believes that
Investelektro also will be able to negotiate favorable tariffs for
interconnection fees and carrier charges with MGTS and such other telephone
companies. However, no assurances can be given in that regard. The failure to
obtain an interconnection agreement with MGTS or any of the other
above-mentioned telephone companies would have a material adverse effect on the
Company's business, in general, and Investelektro's proposed business
operations, in particular. See "Risk Factors -- Dependence on Interconnect
Parties."

MARKETING, SALES AND DISTRIBUTION

The Company's marketing objective is to create demand for Investelektro's
services by clearly differentiating its service offerings from those of other
providers of similar services. It is anticipated that Investelektro will use
both mass marketing and specific customer segment marketing. Mass marketing
efforts will emphasize the value of the high-quality, innovative services which
it intends to provide. Investelektro also plans to create marketing programs for
particular customer segments. For each targeted segment Investelektro intends to
create a specific marketing program including a service package, pricing plan,
promotional strategy and distinctive distribution channels. Initially,
Investelektro plans to be positioned as a provider of high quality
telecommunications services to a select group of potential commercial customers
including Russian and foreign businesses, governmental organizations, diplomatic
missions, non-profit groups and wealthy individuals with high monthly
telecommunications expenditures. In addition to these market segments,
substantial demand is expected to come from new customer segments as the number
of small and mid-sized Russian and foreign businesses increase in the Moscow
Region.

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Investelektro intends to develop a distribution network to market its
telecommunications services including an in-house sales force as well as
independent dealer/agents. It plans to solicit direct sales from entities such
as large corporate accounts and embassies with each such account having a
designated account representative. It is anticipated that independent agents
engaged for such purposes will receive a one-time payment per customer
installation as well as ongoing commissions based on the monthly volume of
traffic -- local and long distance -- of the subscribers enrolled by such
dealer/agent.

COMPETITION

The Company believes, based upon Mr. Leibov's experience, that providers of
strictly local telecommunications services in Russia do not currently compete to
attract and retain customers on the basis of services and enhancements offered,
customer service and price. Nevertheless, Investelektro intends to initially
build and operate its business in a highly competitive Moscow Region
environment, as MGTS is an entrenched provider. Investelektro will not have an
exclusive license to provide telecommunications services in the Moscow Region,
and a number of other entities, including Russian companies and international
joint ventures, may compete with Investelektro for shares of the local
telecommunications market in the Moscow Region. Many of such companies will be
(or their joint venture partners are) larger than Investelektro and have
significantly greater financial and other resources. MGTS and Investelektro must
be regarded as competitors inasmuch as MGTS can offer its customers the same
core local services as Investelektro intends to offer to its customers. Although
Investelektro believes that MGTS would require substantial additional capital to
modernize its network, MGTS is free, at any time, to enter into joint venture
arrangements with other foreign partners to modernize its network. See "Risk
Factors -- Competition"

As and when Investelektro undertakes to commence wireless local loop
operations in the other geographic subdivisions of the Licensed Territory it
will face competition from Petersburg Telephone Network Company, the City of
Novosibirsk Telephone Network Company, Svyazinform Company and the City of
Ekaterinburg Telephone Network Company, the main providers of basic telephony
services in each of such cities.

Other local and long distance competitors to Investelektro currently
include: (i) Combellga, a joint venture of Comin Com, BelgaCom, Alcatel Bell and
MGTS which operates an international overlay network in the Moscow Region; (ii)
Global One, which provides national and international voice and data services to
certain destinations; and (iii) Metrocom, which provides local data access in
St. Petersburg and has additional capacity through Comstar in Moscow. In
addition, there are currently three Russian cellular operators in the Moscow
Region who will be competitors of Investelektro as they, too, offer local, long
distance and international access. Potential users of wireless local loop
systems may find their communications needs satisfied by other current and
developing technologies, particularly in the broadband personal communications
services. In the future, cellular service may also compete more directly with
traditional wireline as well as wireless local loop telephone service providers.
Continuing technological advances in telecommunications make it impossible to
predict the extent of future competition. Several consortiums including Motorola
Corporation, Globalstar, Odyssey and ICO, have plans to provide mobile satellite
service in Russia for low-orbit or medium-orbit satellite systems that would
offer a customer worldwide voice and data mobile communications coverage. See
"Risk Factors -- Technological Obsolescence and New Technology."

There can be no assurance that the Company will be able to compete
effectively in any aspect of its current or proposed business activities or that
developments by others will not render the Company's products and services
noncompetitive. Moreover, the Company may have to compete with unlicensed
businesses or with businesses capitalizing on personal relationships with the
fluid power structure in the Russian Federation. In the Russian Federation, in
addition to competition from private telecommunications companies, the Company
may be competing with partially and wholly state-owned communications
enterprises. There can be no assurance that competition in the Company's
targeted markets will not increase as economic activity grows and that larger,
better capitalized competitors will not enter the market in these areas.

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CORBINA'S LONG DISTANCE TELECOMMUNICATIONS OPERATIONS

Corbina is engaged primarily as a provider of long distance
telecommunications services to commercial customers in the Moscow Region.
Corbina does not operate on the basis of a telecommunications license, and
instead, operates through agreements entered into with long distance companies,
primarily Rustelnet and Global One, through which it offers long distance
service via its private telecommunications network. Corbina also operates over
the long distance service facilities of TelMos through an agreement that Corbina
has maintained with Kortek, which, among other things, is engaged in business as
a reseller of long distance telecommunications services provided by TelMos.
Pursuant to such agreement, Kortek has provided Corbina with access to TelMos'
facilities in consideration for which Corbina has permitted Kortek to route
portions of its telecommunications traffic through Corbina's telecommunications
facilities, and has agreed to pay Kortek a commission equal to 0.1% of the
revenues generated by Corbina on telecommunications traffic routed over TelMos'
facilities.

Inasmuch as Corbina contracts with other long distance carriers to provide
network transmission, it has not needed to commit significant capital for its
own network and transmission facilities. As a result, Corbina's ability to
expand has not been limited by the capacity, geographic coverage or
configuration of a particular network. As the volume of its customers' traffic
has reached sufficient levels in certain metropolitan markets, Corbina has
expanded and upgraded its switch capacity to direct call traffic over selected
transmission networks. Such flexibility in the routing of calls (which is
referred to as "least cost routing") enables Corbina to realize higher per call
profit margins by directing a call over the network which, at the particular
time of day, and to the destination in question, costs Corbina the least amount.

Although the long distance resale business in the United States is a major
component of the overall long distance industry with annual revenue estimated in
excess of one billion dollars, in Russia it is still in its infancy. As is the
case in the United States, however, primary carriers in Russia require
alternative means of marketing their long distance services in order to increase
total traffic volume. Providers, such as Corbina, by offering effective and
dedicated marketing efforts, are able to attract customers more effectively (and
with fewer direct costs) than the carriers themselves. In order to attract (and
retain) this new customer base, the primary carriers are willing to accept lower
per-minute rates than the rates offered to their direct customers. Corbina's
customers include numerous offices of major Western and Russian businesses
located within the Moscow Region.

An integral component of long distance telecommunications transmission is
the switching equipment necessary to direct calls or data over the appropriate
transmission line. Facilities-based providers, like Corbina, maintain their own
switches as part of their networks. Smaller non-facilities-based providers
generally contract for the use of switches in connection with their contractual
arrangements for the use of a network.

THE CORBINA ACQUISITION

On July 23, 1996, the Company acquired from Mr. Leibov, the then sole owner
of all of Corbina's 140 shares of outstanding capital stock, an option (the
"Option") expiring on December 31, 1997 to purchase 105, i.e., 75%, of such
shares for $190,000.

Between July 23, 1996, and November 20, 1996, the Company made loans to Mr.
Leibov in the aggregate principal amount of $190,000. Each of said loans was
payable on demand, and bore interest at the rate of 8% per annum. On January 28,
1997, the Company exercised the Option, and paid the $190,000 exercise price by
canceling and returning to Mr. Leibov the promissory notes which had been issued
by him to the Company in the aggregate amount of $190,000.

RUSSIAN LONG DISTANCE TELECOMMUNICATIONS -- INDUSTRY BACKGROUND

The Company believes, based upon Mr. Leibov's experience and observations,
that the Russian long distance market remains relatively underdeveloped, with
poor network infrastructure resulting in limited network capacity. The size of
the Russian long distance market, according to data published by the State
Communications Committee, has grown significantly, with international and long
distance services accounting

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for approximately 57% of the estimated $4.5 billion market which currently
exists for telecommunications services throughout the Russian Federation. The
Company also believes, based upon Mr. Leibov's experience and observations, that
the volume of international and long distance telephone services will continue
to grow as current and planned improvements to the Russian Federation's long
distance telecommunications network infrastructure are made by Rostelecom, and
other privately held licensed long distance carriers.

There are several impediments impacting expansion of long distance
telecommunications services in Russia, among which are: (1) relative
backwardness of the currently installed systems; (2) Soviet style structure and
management of major telephone companies; (3) lack of capital for infrastructure
development; (4) slow development of market-oriented economic environment,
limiting capital investment and the attraction of Western services; and (5)
limited adherence to international telecommunications standards. The Company
believes that significant opportunities exist in the Russian Federation (and the
former Soviet Union) for long distance companies capable of establishing and
maintaining telephone services typically available throughout the United States
and Western Europe.

PRODUCTS AND SERVICES

Through contractual arrangements with facilities-based carriers and other
providers, Corbina offers a wide variety of long distance telecommunications
services. To date, substantially all of Corbina's revenues have been generated
by basic outgoing long distance services. Corbina offers switched and dedicated
outbound long distance services carried by large national or regional long
distance carriers such as Global One and Rustelnet. The Company believes that
Corbina has been successful as a provider of these basic services because of the
discounts it has been able to negotiate with its underlying carriers, and its
ability to route its customers' traffic over the transmission networks of more
than one carrier. Corbina can direct a single customer's calls among different
carriers' networks to take advantage of the most favorable rates to different
destinations at different times of the day.

Direct Dial. Corbina's primary focus has been the provision of domestic
and international long distance services to business customers in the Moscow
Region including those which generate significant amounts of outgoing
international traffic. Corbina targets both foreign and, increasingly, Russian
businesses which have requirements for high quality and cost-effective long
distance and international telecommunications services. As of March 31, 1997,
foreign businesses represented approximately 52% of Corbina's business customers
and Russian businesses represented the balance. Corbina intends to expand its
provision of direct dial capability by entering into agreements with various
international carriers to lease capacity on private lines (e.g. Moscow -- New
York) which will significantly increase Corbina's gross profit margins on such
traffic. By so doing, it will no longer rely on its present carriers for
transmission, but will, in effect operate its own long distance network and
enhanced switching facilities.

Value Added Services. In addition to basic outgoing services, Corbina has
recently expanded its product line to provide its customers with access to the
Internet. Corbina intends to further expand its product line to provide its
customers with additional value-added services that generally produce higher
margins than basic long distance service including, voicemail and information
services, private lines for voice and data transmission over all-digital
fiber-optic transmission facilities, fax broadcast services that will allow a
user to send a facsimile to many destinations simultaneously, fax mailbox
services which will provide for the storage and retrieval of facsimiles in a
manner similar to electronic mail and prepaid phone cards which will permit
users to place long distance and international calls from touchtone telephones,
eliminating the need for coins and collect calls. Card users will be able to
easily access telephone service by dialing a toll-free number and entering a
personal identification number (PIN) printed on the back of the card.

Corbina intends to use approximately $150,000 of the $655,000 capital
contribution which the Company will be paying to it upon completion of this
Offering to enable it to provide voicemail and information services, fax and
debit card services through its existing switch. Corbina anticipates that it
will be offering such enhanced services during the fourth calendar quarter of
1997. No assurance can be given that the offer of such enhanced services will
increase Corbina's revenues, or that it will derive any profits with respect
thereto. See "Use of Proceeds."

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MARKETING AND SALES

Corbina markets its services by direct sales and through independent
distributors. Corbina targets commercial customers with telecommunications usage
of under $10,000 per month. Corbina's target customers generally do not qualify
for the major carriers' volume discounts or for the level of support services
made available to higher volume users. Corbina intends to use approximately
$155,000 of the $655,000 capital contribution which the Company will be paying
to it upon completion of this Offering to purchase print and other forms of
advertising through which it intends to create greater awareness among potential
customers of Corbina and its services.

Corbina relies heavily on its direct sales and field service
representatives. Typically, businesses become customers of Corbina by purchasing
long distance service from its direct sales representatives, who receive an
initial commission for securing the sale and a trailing commission so long as
that customer remains with Corbina. Thereafter, Corbina's field service
representatives follow up with existing customers by offering them new
value-added services, for which the representatives also receive a commission.
On April 30, 1997, Corbina had eight direct sales and field service
representatives. Corbina's future growth will depend in part on expansion of its
direct sales force.

Corbina intends to supplement its direct sales efforts by increasing to
approximately 20, the number of independent distributors, who solicit customers
for Corbina and receive commissions on the business they generate for Corbina.
Corbina anticipates that some of its new distributors will employ telemarketing
programs, and it is expected that sales through this channel will increase the
number of Corbina's customers with smaller volumes of use. Although there are
higher costs associated with sales to smaller customers, sales to such customers
generally have higher margins. At April 30, 1997, Corbina had seven independent
distributors.

NETWORK AND OPERATIONS

Corbina currently operates an advanced telecommunications network
consisting of a digital switch capable of handling up to 1,000 concurrent
telephone communications, leased fiber-optic transmission lines and
sophisticated network management systems designed to optimize traffic routing.
Corbina's network currently originates traffic within the entire Moscow Region.
Corbina operates an "open network," meaning that any customer within the Moscow
Region can access Corbina's long distance network by dialing one of Corbina's
access codes, or by pre-subscribing to the Company as its long distance service
provider and utilizing its routes.

Switching Facilities. Corbina currently operates a digital
telecommunications switch in Moscow. Switches are digital computerized routing
facilities that receive calls, route calls through transmission lines to their
destination and record information about the source, destination and duration of
the calls. The Company's switch, a Northern Telecom Meridian Model 61 is capable
of handling up to 1,000 simultaneous telephone transmissions. As Corbina's long
distance traffic routing needs increase, it intends to expand its existing
switch and acquire additional switches to increase its call routing capacity.
The Company believes that Corbina's intended acquisition of additional switching
equipment will improve Corbina's gross margins and provide greater control over
its customers.

Leased Fiber-Optic Transmission Lines. Corbina presently leases
fiber-optic transmission lines from the Moscow Area Communications Network
("Macomnet"), an unaffiliated company which has constructed a fiber-optic
telecommunications transmission network in the Moscow Region. Through its
Macomnet lines, Corbina's switching facilities are directly connected to the
international fiber-optic transmission lines operated by Global One. Corbina
also employs its Macomnet-provided fiber-optic lines to establish direct
fiber-optic connections between Corbina's long distance customers and its
switching facilities. Corbina may also lease fiber-optic and wire-based
transmission lines from a variety of facilities-based and long distance
carriers. Corbina will contract with these entities with terms ranging from 12
to 60 months. Corbina may supplement its leased "on-network" capacity with
"off-net" services from a variety of facilities-based long distance carriers.

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Network Management Systems. Once calls are originated over circuits, i.e.,
loops, connecting Corbina's customers to the Moscow public switched telephone
network (MGTS), the calls are routed over the public switched network to
Corbina's switching facility, and then rerouted on a least cost basis over
leased digital, fiber-optic, e.g., Macomnet's, transmission facilities to one of
Corbina's long distance carriers. Corbina utilizes a state-of-the-art system to
electronically cross-connect circuits thereby increasing call routing and
circuit provisioning efficiency and providing better network monitoring
capabilities. This network protocol reduces connect time delays and provides
additional technical capabilities and efficiencies for call routing.

Network Surveillance and Diagnostics. Macomnet provides, pursuant to its
five year fiber-optic transmission lines lease agreement with Corbina, network
surveillance and diagnostic services which generally enable Corbina to
anticipate and correct problems before they result in service interruption.
Macomnet's technicians monitor Corbina's network 24 hours a day, 7 days a week.
To reduce the potential impact of any equipment or transmission failure, Corbina
intends to use approximately $100,000 of the $655,000 capital contribution which
the Company will be paying to it upon completion of this Offering to purchase or
lease an additional switch which will enable it to which will provide it with
the standby transmission capacity needed to reroute or restore transmissions in
the event that its primary system goes off line. Corbina's technicians monitor
the network for fraud on a real-time basis, using computer systems that detect
unusual or high volume calling patterns. See "Use of Proceeds."

Customer Installation Services. Corbina maintains a staff of installation
technicians who perform the services necessary to enable a customer to route its
long distance calls through Corbina's switching facility. Such services
typically include installation of a pre-programmable routing device at the
customer's premises permits the customer to make long distance calls through
Corbina without having to manually dial an access number or personal
identification number. The routing device can also be programmed to route calls
to other telecommunications providers and to prevent a customer's employee from
attempting to route a call through an unauthorized telecommunications provider.
Such installation services also may encompass the wiring of a customer's
premises or the building housing the customer's business either to provide
access, or increased access to the Moscow public switched telephone network.
Corbina intends to use approximately $250,000 of the $655,000 capital
contribution which the Company will be paying to it upon completion of this
Offering as working capital to be used, among other purposes, for the purchase
of an inventory of the above-described routing devices, and to finance the costs
which it incurs in providing the above-mentioned building and premises wiring
services.

Billing and Management Reports. Corbina is currently able to collect many
call data items for each phone call placed by a customer, including employee
name, call origination point, call destination point, billing code, minutes,
date, time and rate code. From this data, Corbina can organize the customer's
monthly phone calls into a wide variety of report formats. The Company believes
that Corbina's focus on billing as a differentiating service has been and will
continue to be an important factor in its ability to successfully compete for
its targeted customer.

Revenue Management Systems. Corbina has implemented a revenue management
process which enables it to monitor costs and volumes of use for each of its
products and services.

Customer Information. Corbina is able to process customer information from
the initiation of the customer's order by permitting its sales personnel to
enter data about a new customer into the system either from Corbina's field
offices or directly from a customer's office. This capability is intended to
minimize both delays in provisioning and the repetition of tasks that could lead
to error. Corbina has other features designed to minimize error, such as its
ability to recognize and reject inconsistent or incomplete information from
suppliers.

INFORMATION SYSTEMS

The Company believes that maintaining sophisticated and reliable billing
and customer service information systems that integrate billing, accounts
receivable and customer support is a core capability necessary to record and
process the massive amounts of data that are generated by a telecommunications
service provider. Corbina has developed new proprietary information systems
which will integrate customer service, manage-

47
<PAGE> 51

ment information, billing and financial reporting. These systems, which are in
the process of being phased in: (i) provide sophisticated billing information
tailored to the requirements of its customer base, (ii) increase the accuracy
and speed of customer billing, (iii) respond promptly to customer needs, (iv)
integrate acquired customer bases, (v) facilitate customer retention by
identifying customers who change their usage patterns, (vi) verify payables to
suppliers, and (vii) support operations and collection efforts.

LONG DISTANCE CARRIERS

Corbina has supply contracts with Rustelnet, Global One and TelMos for long
distance telecommunications services. Corbina determines which carrier to use
for its traffic on the basis of routing costs per unit of time. All of such
costs are programmed into Corbina's switch which makes all routing decisions
instantaneously on the basis of such programmed data.

During 1996, TelMos, Rustelnet and Global One were responsible for carrying
traffic representing approximately 15%, 60% and 25%, respectively, of Corbina's
revenues. During the three months ended March 31, 1997, TelMos, Rustelnet and
Global One were responsible for carrying traffic representing approximately 40%,
5% and 55%, respectively, of Corbina's revenues.

In addition to its contracts with TelMos, Rustelnet and Global One, Corbina
intends to enter into contracts with other carriers. Corbina has not been
required to commit to purchase minimum volumes of long distance services during
stated periods.

Each month Corbina receives invoices from its underlying carriers. Due to
the multitude of billing rates and discounts which must be applied by carriers
to the calls completed by Corbina customers, Corbina has disagreements, at
times, with its carriers concerning the sums invoiced for its customers'
traffic. It has been Corbina's experience that the amounts it is invoiced often
do not precisely reflect actual call traffic. Accordingly, the carrier may
consider Corbina to be in arrears in its payments until the amount in dispute is
resolved. These disputes have generally been resolved on terms favorable to
Corbina, although there can be no assurance that this will continue to be the
case. In accordance with generally accepted accounting principles, Corbina
records as expense amounts in dispute that correspond to the aggregate amount
that the Company believes it will be required to pay and adjusts that amount as
the underlying disputes are resolved.

COMPETITION

The long distance telecommunications industry in Russia is highly
competitive and affected by regulatory and rapid technological change. Many
competitors, including among them, Rostelecom, Sovintel (a joint venture between
Global Telesystems and Rostelecom), Comstar, TelMos, Combellga and Global One,
have considerably greater resources than those of the Company and Corbina, and
there can be no assurance that Corbina will remain competitive in this
environment. The Company believes that the principal competitive factors in
Corbina's business include pricing, customer service, network quality,
value-added services and the flexibility to adapt to changing market conditions.
While the Company believes that Rostelecom and Corbina's other larger
competitors, all of whom are considered by Corbina to be dominant in the Russian
long distance telecommunications industry, historically have chosen not to
concentrate their direct sales efforts at Corbina's target group of customers,
i.e., smaller commercial users, these carriers have recently introduced new
services and pricing options that are attractive to smaller commercial users,
and there can be no assurance that they will not market to these customers more
aggressively.

The Company believes that Corbina currently competes favorably in its
targeted market segment, principally due to its economies of scale, personalized
service and enhanced billing and reporting. The Company also believes that
Corbina's ability to succeed as a competitor in the Russian long distance
telecommunications industry will increasingly depend on its ability to offer on
a timely basis new services based on evolving technologies and industry
standards. There can be no assurance that new technologies or services will be
made available to Corbina on favorable terms.

Regulatory trends in the Russian Federation have had, and may have in the
future, significant effects on competition in the telecommunications industry.
Under current industry conditions, the underlying carriers do

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<PAGE> 52

not have access to information regarding Corbina's customers for which they
provide the actual call transmissions. If this situation were to change and
since these carriers are potential competitors of Corbina, they could use
information about its customers, such as their calling volume and patterns of
use, to their advantage in attempts to gain such customers' business, although
the Company believes that such practices could be unlawful. In addition,
Corbina's future success will depend, in part, on its ability to continue to buy
transmission services from these carriers at a significant discount below the
rates these carriers otherwise make available to Corbina's target customers.

International Telecommunications Services. In providing international
circuits and direct dial services to business customers in the Moscow Region,
Corbina faces competition from a number of operators in the Moscow Region
offering similar services. Such operators, including Comstar, Combellga, Telmos
and Sovintel, all of whom are significantly larger and better capitalized than
Corbina, are primarily targeting Russian and foreign businesses in the Moscow
Region, replicating the services that Corbina is providing. In terms of
providing international circuits, Corbina faces direct competition from
Rostelecom, the state owned operator which transmits calls both to Intelsat and
the Russian satellites, and indirectly from Rostelecom, which also owns capacity
in and operates the international cable facilities connecting the Russian
Federation to the telecommunications networks of the major global carriers.

Russian Long Distance Services. In terms of the Russian long distance
market, Corbina's competition will come from a number of sources both on a
national and regional basis. Nationally, Corbina will face competition from
Rostelecom, as the operator of the terrestrial public long distance network of
the Russian Federation. There are no other commercial national networks of the
same scale as the Rostelecom network, although there are a number of private
networks, including those of the Ministries of Defense and Railways, that could,
if funding were made available, provide further competition to Corbina. In
addition, Sviazinvest has been offered a long distance carrier's license and
may, if it becomes adequately capitalized, become a serious competitor. See
"Risk Factors -- Competition."

Corbina will face satellite-based competition from Russian TeleSystems
("RTS"), an affiliate of Global TeleSystems Group, a privately owned US-Russian
joint venture which has been developing a digital overlay satellite network for
transmission of long distance and international telecommunications traffic
within the countries which comprised the former Soviet Union. Management
believes that RTS has a small number of regional sites in operation offering
connectivity between regions of the Russian Federation and the Moscow Region.
Corbina will also face competition from a number of satellite-based service
providers focusing on providing service in and between specific regions of the
Russian Federation.

EMPLOYEES

As of the date of this Prospectus, the Company had four employees,
including Messrs. Nathan and Leibov, Corbina had 25 full time employees,
including Mr. Leibov, CompTel had three full time employees, including Mr.
Leibov and Investelektro had three employees, including Mr. Leibov. As
Investelektro's proposed network begins to grow over the next three years, it
intends to hire approximately 20 full time employees, 15 of whom will provide
installation services to its customers, three of whom will provide customer
service, and two of whom will be involved in accounting and bill collection
activities. In order to support anticipated increased growth in Corbina's
service offerings, Corbina expects to hire up to five new full time employees
over the next 12 months, three of whom will provide programming and technical
support services, and two of whom will provide customer support services. The
Company's future success will depend in significant part on the continued
service Mr. Leibov, and the key technical sales and service management personnel
employed by its Subsidiaries. There can be no assurance that the Company can
retain such key management, sales and technical employees or that it can
attract, assimilate or retain other highly qualified technical sales and
management personnel in the future. Neither the Company nor either of its
Subsidiaries has experienced any work stoppages, and the Company believes that
its relationships with its employees, and the relationships which its
Subsidiaries have with their respective employees are good.

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<PAGE> 53

FACILITIES

In May, 1996, the Company began occupying approximately 2,000 square feet
of space at 780 Third Avenue, Suite 1600, New York, New York, pursuant to a
lease which provided for a term expiring on April 30, 2001 and an annual rent of
approximately $76,000 per year. Upon concluding that the Company did not have a
need for office facilities as large as such premises, management undertook to
vacate such premises, to negotiate a cancellation of said lease and to find
smaller premises to serve as the Company's administrative offices. In order to
effectuate such lease cancellation, the Company has agreed to pay to its former
landlord the sum of $20,000 and relinquish its right to the return of a $19,000
security deposit. The Company presently occupies premises located at Suite 410,
575 Lexington Avenue, New York, New York, consisting of an office comprising
approximately 200 square feet, plus a conference room and reception area, on a
month to month basis without a lease, at a rent of $1,000 per month. Corbina
leases approximately 186 square meters of space in Moscow at 30-15 Ryazansky
Prospect, Moscow, Russian Federation. In accordance with its lease, Corbina must
pay rent of approximately $38,000 per year during the five year term ending in
2000. CompTel occupies, as a tenant at will, approximately 182 square meters of
space on a different floor of the same building which houses Corbina's offices
in Moscow at a rental cost of approximately $3,100 per month. Investelektro has
entered into a lease for approximately 40 square meters of space on a different
floor of the same building which houses Corbina's and CompTel's offices in
Moscow. Such lease obligates Investelektro to pay rent of approximately $27,000
per year during the term of 34 months ending on December 31, 1999.

LITIGATION

Neither the Company nor any of its Subsidiaries is involved in any legal or
administrative proceedings.

REGULATION OF TELECOMMUNICATIONS IN THE RUSSIAN FEDERATION

The provision of telecommunications services in the Russian Federation
falls within federal jurisdiction. The principal legal act regulating
telecommunications in the Russian Federation is the federal Law on
Communications, enacted on February 16, 1995 (the "Communications Law"), which
establishes the legal basis for all activities in the telecommunications sector
and provides, among other things, for licensing to provide communication
services, the requirement to obtain a radio frequency allocation, certification
of equipment, and fair competition and freedom of pricing.

The Communications Law is a framework law which anticipates and references
various regulations to be enacted by the competent supervisory authorities. No
substantial regulations have been promulgated since the enactment of the
Communications Law. The practice in the Russian Federation is for regulations
which were promulgated under a predecessor law to continue to be applied until
new regulations are issued to the extent such preexisting regulations do not
contradict the newly enacted law. There is no indication that the State
Communications Committee or other regulatory authorities are taking a different
approach at this time.

The Communications Law provides for equal rights of individuals and legal
entities to participate in the telecommunications operations and does not
contain any special restrictions with regard to participation by foreign
persons. All users and operators have access to the Interconnected
Telecommunications Network ("ITN"), a centrally managed complex of
telecommunications networks belonging to different enterprises and governmental
agencies of the Russian Federation, and have the right to interconnect their
networks with ITN in compliance with the connection conditions set forth in
their licenses.

Regulatory Authorities. Prior to March 17, 1997, the MOC and the Federal
Agency of Governmental Communications and Information under the President of the
Russian Federation ("FAPSI") were the federal organizations possessing executive
power over the telecommunications industry. On said date, President Yeltsin
signed Presidential Decree No. 249 "On the Restructuring of the System of
Federal Organs of Executive Power" which, among other things, renamed the MOC as
the State Communications Committee. Such restructuring has resulted in a
downgrading of the status of the former MOC (unlike the government minister who
headed the MOC, the head of the State Communications Committee is not a
minister). The State Communications Committee is responsible for allocating
federal budget resources in the telecommunications industry and has supervisory
responsibility for the technical condition and development of all types of

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communications. The role of FAPSI is not clearly defined in the Communications
Law. FAPSI is subordinate to the President of the Russian Federation on matters
within the President's jurisdiction pursuant to the Russian Constitution.

In addition, the State Commission on Radio Frequencies and the State
Supervisory Commission on Communications (the "SSCC") are regulatory agencies
under the State Communications Committee. The State Commission on Radio
Frequencies is primarily responsible for the development and implementation of a
long-term policy for frequency allocation and issues frequency permits. The SSCC
is responsible for technical supervision of network and equipment throughout
Russia, including supervision of compliance of network operators with applicable
regulations and of licensees with the terms of their licenses.

Licensing to Provide Services. The Communications Law requires that any
person providing telecommunications services must obtain a license prior to
commencing such services, unless such services are essentially "in house"
(including within an automobile, on a ship, in an airplane or another means of
transportation), or are for internal production or technological purposes, or
are used solely to service public administration, defense, security and law
enforcement authorities.

The Communications Law expressly provides that any person, including
foreign legal entities and citizens, is authorized to own and operate
communication facilities, but equally provides that Russian legislation may
establish a list of communications facilities which may be owned exclusively by
the state. Such a list has not yet been established.

Licenses to provide telecommunications services are issued by the State
Communications Committee on the basis of a decision by the Licensing Commission
of the State Communications Committee. No new licensing regulations have been
issued since the enactment of the Communications Law and in practice the State
Communications Committee continues to issue licenses based on the "Regulations
on Licensing in the field of Telecommunications in the Russian Federation" which
were enacted by decree No. 642 of the Russian Government on June 5, 1994 (the
"Licensing Regulations") prior to the enactment of the Communications Law.

Under the Licensing Regulations, licenses for rendering telecommunications
services may be issued and renewed for periods ranging from 3 to 10 years and
several different licenses may be issued to one person. Renewals may be obtained
upon application to the State Communications Committee and verification by
appropriate government authorities that the licensee has conducted its
activities in accordance with the licenses. Officials of the State
Communications Committee have fairly broad discretion with respect to both the
issuance and renewal procedures. Both the Communications Law and the Licensing
Regulations provide that a license may not be transferred. Thus, a license
cannot be contributed to the capital stock of another person. Furthermore, this
restriction is interpreted to prohibit assignment or pledge of a license to
provide collateral for obligations of the licensee or a third party. However,
pursuant to a letter issued by the Deputy Minister of Communications, a licensee
may enter into agreements with third parties in connection with the provision of
services under the licensee's license.

Licenses to provide telecommunications services may be revoked or suspended
by the State Communications Committee for several reasons. The Licensing
Regulations provide that licenses may be suspended for the following reasons:

- failure to comply with the terms and conditions of the license;

- failure to provide services within three months from the
start-of-service date set forth in the license;

- provision of inaccurate information about the communication services
rendered to consumers; and

- refusal to provide documents requested by the State Communications
Committee.

Licenses may be revoked for the following reasons:

- failure to remedy the circumstances which resulted in a suspension
of the license within the established time;

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<PAGE> 55

- established practices of unfair competition by the license holder in
performing the licensed services; and

- other grounds set forth by Russian law or international treaties.

The fees for issuing licenses are established as multiples of the monthly
minimum wage ("MMW") (which is currently 85,900 roubles or approximately
US$15.00). Currently, licensing fees vary from 20 times the MMW for local
telephone services, 30 times the MMW for mobile radio-communication services, 40
times the MMW for mobile radiotelephone and cellular communication services to
90 times the MMW for intercity and international communication services.

Licenses generally contain a number of other detailed conditions, including
a date by which service must begin, requirements for adhering to technical
standards, and often a schedule of the number of lines which must be in service
and percentage of the licensed territory which must be covered by specified
dates.

Corbina has been informed by the State Communications Committee that it
does not need to have a license to conduct operations in the manner which it
currently employs, i.e., as a reseller of long distance services provided by
carriers licensed by the State Communications Committee. Investelektro has
received a license for its proposed wireless local loop activities, which also
includes appropriate licensing for the provision of domestic and international
long distance services.

Radio Frequency Allocation. Regulation of the use of radio frequencies and
spectrum allocation are under the exclusive control of the Russian Government
represented by the State Communications Committee which has for this purpose
established the State Commission on Radio Frequencies within the State
Communications Committee. A frequency allocation by the State Commission on
Radio Frequencies is a preliminary condition to receiving a license for
providing radio telephone communication services. Investelektro has received
preliminary allocations of the frequencies it will require for operation of its
proposed wireless local loop operations, and is awaiting receipt of final
approval of such allocations from the State Commission on Radio Frequencies. The
failure to receive final approval of frequency allocations, the non-renewal, or
a suspension or revocation of the License and/or frequency allocations, would
jeopardize the Company's entire investment in its proposed wireless local loop
system, and would have a material adverse effect on the Company's financial
condition and its ability to conduct the business it intends to undertake in the
Russian Federation. See "-- Proposed Wireless Local Loop Operations --
Telecommunications License" and "Risk Factors -- Government Regulation --
Investelektro's Inability to Conduct Operations if Conditions of License are Not
Satisfied."

Once a licensee receives a license and general frequency allocation from
the State Commission on Radio Frequencies, the licensee must develop its
frequency allocation and site plan, which is subject to approval by the SSCC.
The plan is then reviewed by the SSCC and may be corrected in order to ensure
electromagnetic compatibility of the proposed cellular network with other radio
equipment operating in the area. Based on the results of this study, the SSCC
gives its final approval to use specific frequencies in specific areas.

Each licensee must pay to the SSCC certain fees. No assurance can be given
as to the effect of such fees on the Company's future results of operations.

Equipment Certification Certain telecommunication equipment used in the
Russian Federation is subject to mandatory certification to confirm its
compliance with the established standards and technical requirements.
Certificates of Compliance are issued to the supplier by the State
Communications Committee on the basis of a decision by the Department of
Certification. Certificates of Compliance have been issued by the State
Communications Committee for all of the equipment currently employed by Corbina.

Further, all radio-electronic (high-frequency) equipment (involving
frequencies in excess of 9KHz) manufactured or used in, or imported into, the
Russian Federation require special permission from the SSCC. Such special
permissions are issued to a person for its own use and do not permit use of such
radio-electronic equipment by other persons.

In addition, a Presidential Decree requires a license and equipment
certification from FAPSI to design, produce, sell, use or import encryption
devices. Some commonly used digital cellular telephones are designed

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to be capable of encryption of communications, whether or not this feature is
activated on the network in which they are used, and therefore must be certified
by FAPSI.

Competition and Pricing The Communications Law requires the federal
regulatory agencies to encourage and promote fair competition in the provision
of communication services and prohibits abuse of a dominant position to hinder,
limit or distort competition. The Communications Law also provides that tariffs
for communication services may be established on a contractual basis between the
provider and the user of telecommunications services, thus confirming the
liberalization of prices for telecommunications services introduced by
Presidential decree in 1992. However, the Communications Law simultaneously
provides that "tariffs may be regulated by the state for some types of
communication services."

Presidential Decree No. 221, dated February 28, 1995, "On Measures for
Streamlining State Regulation of Prices" ("Tariffs") and its implementing
Governmental Decree No. 239, dated March 7, 1995, as amended, provide that the
prices and tariffs on certain telecommunications services to be established by
the subjects of the Russian Government are subject to state regulation.
Governmental Decision No. 793, dated August 7, 1995, as amended, has established
that the following communication services are subject to such price controls by
the executive authorities of the Russian Federation: subscription charges,
installation fees, charges for local calls and charges for international calls
using zonal systems.

Further, Presidential Decree No. 220 of February 28, 1995 "On Certain
Measures for the State Regulation of Natural Monopolies in the Russian
Federation" classifies activities in the field of public telecommunications
services as a "natural monopoly" and calls for the creation of a specialized
federal agency to regulate providers of telecommunications services.
Subsequently, the Federal Service of Regulating the Natural Monopolies of
Communications was created and bestowed with responsibility for tariff
regulation in the sector of public telecommunications.

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The Board of Directors presently consists of four members. The Company
intends to add Mr. Leibov to the Board upon completion of the Offering. The
Company also intends, upon completion of the Offering, to commence a search for
up to two additional directors. The search will focus on persons of high repute
who possess substantial knowledge and experience regarding the operation of
commercial enterprises, in general, and telecommunications businesses, in
particular, in the Russian Federation.

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ --- ----------------------------------------------
<S> <C> <C>
Jack W. Buechner.............. 57 Chairman of the Board
Ronald G. Nathan.............. 52 Director and President, Chief Executive
Officer, Treasurer and Chief Financial Officer
Mikhail Leibov................ 47 Executive Vice President and Chief Operating
Officer
Richard N. Holwill............ 52 Director
Steven D. Dreyer.............. 51 Director and Secretary
</TABLE>

Former Congressman Buechner has been a director of the Company since
October 1994, the Chairman of the Board of the Company since January 1995 and
has been a partner in the Washington, D.C. office of Manatt, Phelps and
Phillips, a Los Angeles based law firm since 1994. He specializes in Russian and
Eastern European matters including those dealing with international financial
institutions. Between 1993 and 1994, Mr. Buechner was engaged in various
national and international government and industry related projects as a
Principal of The Hawthorn Group, a Virginia based public affairs firm. Between
1991 and 1993, he served as President of the International Republican Institute,
the international arm of the Republican Party. In that capacity, Mr. Buechner
participated in the development of civil governance programs for countries
located in the former Soviet Union and Eastern Europe. Between 1986 and 1991, he
was a member of the United States House of Representatives from St. Louis
County, Missouri, and served in the leadership of the House as Deputy Minority
Whip and Vice Chairman of the Republican Study Committee. Mr. Buechner received
a B.A from St. Benedict's College in Atchison, Kansas in 1962, and a J.D. from
St. Louis University in 1965. Mr. Buechner is a member of the Audit and
Compensation Committees of the Board.

Mr. Nathan has been the Company's President and Chief Executive Officer,
Treasurer (Chief Financial Officer) and a Director since its inception in April
1994, and was the Company's Chairman of the Board from April 1994 until January
1995. Mr. Nathan received a Masters degree from the London School of Economics
in 1967 and a law degree from the University of Pennsylvania in 1970. He was a
law clerk for the Hon. James Hunter III, at the United States Court of Appeals
for the Third Judicial Circuit from 1970 to 1971, and he was employed as an
associate in the Washington, D.C. law firm of Arnold & Porter from 1971 to 1978.
In 1978, Mr. Nathan was appointed by President Carter (with U.S. Senate
confirmation) to the Board of Directors of the National Railroad Passengers
Association (AMTRAK) on which he served through 1982. From 1982 to the present,
Mr. Nathan has been an independent businessman involved in various business
ventures including, among other things, the structuring and financing of
business opportunities in the telecommunications industry, particularly cellular
telecommunications. In 1993, he formed a telecommunications company to engage
in, among other things, long distance resale, the operations of which were
terminated in 1994 so that he could concentrate his efforts on the business of
the Company. From 1988 until 1993, Mr. Nathan was a principal of Omni
Investments, a privately owned firm which specialized in acquiring energy and
petrochemical assets in addition to being engaged in international petroleum
marketing.

Mikhail Leibov is the Managing Director and Chief Executive Officer of
Corbina, CompTel and Investelektro, and since June 16, 1997, the Company's
Executive Vice President and Chief Operating Officer. Mr. Leibov was born in
Moscow, Russia in 1950, and emigrated to the United States in 1977. In 1972, Mr.
Leibov earned an MS degree in applied mathematics (specializing in
telecommunications and computer sciences) from Moscow University. Between 1972
and 1976, he served as project manager for the Soviet

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Ministry of Railroad Transportation in connection with the creation of the first
real-time railroad tracking system built in the USSR. Between 1977 and 1986, Mr.
Leibov was employed by IBM, and served as a member of the software architecture
group that designed and implemented one of the world's first distributed
databases. From 1986 to 1987, he was employed by AT&T as project manager with
respect to the design and implementation of large databases. From 1987 to 1994,
Mr. Leibov was employed by Prodigy Corporation as a developer of the Prodigy
Information Services. Between 1994 and 1995, Mr. Leibov was employed by Access
General Corporation, a corporation he organized as a designer and developer of
specialized tools for tuning very large local and remote databases. In 1995, he
organized Corbina as a provider of long distance telecommunications services in
Moscow, and has been involved in its management on a full time basis since its
inception.

Hon. Richard N. Holwill served as Counsellor to the United States Arms
Control and Disarmament Agency from 1990 to 1993, and as United States
Ambassador to the Republic of Ecuador from 1988 to 1990. From 1983 to 1988, he
served as Deputy Assistant Secretary of State for Inter-American Affairs. During
1985 to 1988, Mr. Holwill also served as a member of the Board of Directors of
the Panama Canal Commission. Since January 1993, Mr. Holwill has been Managing
Director of Pierce Investment Banking, Inc., a privately held investment banking
firm. He graduated from Louisiana State University in 1968 and has undertaken
postgraduate studies in Finance at the University of Missouri and in Economics
at the Wharton School of Business. Mr. Holwill was elected to the Board on
February 10, 1997. Mr. Holwill is a member of the Audit and Compensation
Committees of the Board.

Mr. Dreyer has been a practicing attorney in New York City since 1971, and
has specialized in representing corporations and other business entities in
connection with public and private capital formation, acquisition and
divestiture transactions for the last 15 years. From 1984 to February 1995, he
was a partner in the law firm of Ohrenstein & Brown, and since March 1995, he
has been a partner in the law firm of Hall Dickler Kent Friedman & Wood, LLP,
the Company's corporate and securities counsel. Mr. Dreyer received a B.A. from
the University of California at Los Angeles in 1968, and J.D. and LL.M
(Taxation) degrees in 1971 and 1981, respectively, from The New York University
School of Law. He was elected to the Board, and appointed as Secretary of the
Company, on February 10, 1997.

EXECUTIVE EMPLOYMENT AGREEMENTS

The Company entered into an employment with Mr. Nathan pursuant to which he
has been employed as the Company's Chief Executive Officer for a term which
commenced on January 1, 1995, and which has been extended from its original
termination date of December 31, 1997 to December 31, 1999. Such agreement, as
extended, provides that Mr. Nathan must perform services consistent with his
position, and must devote substantially all of his time (approximately 40 hours
per week) in the performance of his duties. In accordance with such agreement,
Mr. Nathan receives an annual base salary of $100,000, and is entitled to such
bonuses as the Board of Directors may deem appropriate. The agreement contains a
non-competition covenant which is applicable during the term of the agreement,
and the one year period immediately following such term. The agreement further
provides for a severance payment of two year's salary which is payable to Mr.
Nathan upon termination of his employment due to a change of control of the
Company.

The Company has entered into an employment agreement with Mr. Leibov,
pursuant to which he agreed to serve as chief executive officer of Corbina and
CompTel during the five year term which commenced on February 1, 1997. The
agreement was amended on June 16, 1997 to provide that Mr. Leibov shall also
serve as the Company's Executive Vice President and Chief Operating Officer
during the balance of the term thereof. Such agreement further provides that (i)
between February 1, 1997 and the last day of the month in which the closing of
this Offering occurs, Mr. Leibov shall be paid a base salary by the Company of
$125,000 per annum, less the aggregate amount of the annual salaries which he
shall receive from Corbina and CompTel; (ii) during the balance of the term of
the agreement, his base salary shall be $175,000 per annum, less the aggregate
amount of the annual salaries which he shall receive from Corbina and CompTel;
(iii) he shall be paid such cash bonuses and other additional compensation as
the Company's Board of Directors may, in its absolute discretion, determine to
award to him, (iv) his life shall be insured to the extent of $500,000 which
shall be paid to the beneficiary of his choice; (v) he and his immediate family
will be covered by Company-

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provided and paid for health insurance; (vi) as soon after the Offering as is
reasonably possible, the Company shall issue 25,000 shares of the Company's
Common Stock to Mr. Leibov pursuant to the Omnibus Plan, subject to such vesting
conditions as the Compensation Committee of the Company's Board of Directors
shall reasonably determine; and (vii) Mr. Leibov shall receive incentive
compensation benefits, as follows: 1) in the event that Corbina's operating
income for any of its fiscal years ending during the five year term (the "Term")
of the employment agreement (the "Income"), determined pursuant to the same US
generally acceptable accounting principles which would be applicable if
Corbina's financial statements were to be prepared in the same manner as the
Company's annual audited financial statements, shall be greater than
US$3,400,000, then, the Company shall transfer, subject to the restrictions on
transfer and right of first refusal hereinbelow described, a block of the
Corbina shares held by it equal to 10% of the total number of outstanding shares
of Corbina (the "Corbina Incentive Shares"), thereby reducing the Company's
ownership of Corbina to 65%; and 2) if, during any fiscal year of the Term which
shall be subsequent to the fiscal year in which Mr. Leibov shall have earned the
Corbina Incentive Shares, Corbina's Income shall be greater than $3,400,000, Mr.
Leibov shall receive from the Company, pursuant to the Omnibus Plan, shares of
the Company's Common Stock, valued at the mean of the bid and asked prices
therefor on the ten trading dates immediately preceding the issuance thereof,
equal to the difference between the Income and $3,400,000. The number of shares
of the Company's Common Stock to be issued to Mr. Leibov pursuant to the
foregoing provisions shall not exceed 250,000, in the aggregate. Mr. Leibov
shall not be entitled to transfer any ownership interest in any of the Corbina
Incentive Shares to any person, firm or entity affiliated or associated with him
(a "Related Transferee") unless, prior to such transfer, the Related Transferee
agrees to be bound in writing by the provisions of the right of first refusal
described in the immediately succeeding sentence. In the event that Mr. Leibov
intends to sell any of the Corbina Incentive Shares to any person, firm or
entity who is not a Related Transferee, and who has made a bona fide offer to
purchase such shares for value, the Company shall have a right of first refusal
to purchase such shares subject to such offer pursuant to the same terms and
conditions pertaining thereto.

EXECUTIVE COMPENSATION

The following table sets forth compensation awarded to, earned by or paid
to the Chief Executive Officer during the three years ended December 31, 1996.
No other officer of the Company earned a salary and bonus of more than $100,000
during such periods. During said three year period, the Company did not grant
any restricted stock awards, options, or pay compensation that would qualify as
"All Other Compensation" and it did not make payments to any executive officer
which may be categorized as "LTIP Payouts."

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) SARS(#)
- ------------------------------- ----- --------- -------- --------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ronald G. Nathan, Pres......... 1996 $ 100,000 -- -- -- --
1995 100,000 -- -- -- --
1994 100,000 $180,000 -- -- --
</TABLE>

OMNIBUS STOCK INCENTIVE PLAN

The Company has adopted an Omnibus Stock Incentive Plan (the "Omnibus
Plan") to permit the grant of awards to employees of the Company (including
officers and directors who are employees of the Company or a subsidiary of the
Company) of restricted shares of the Company's Common Stock, performance shares
of the Company's Common Stock, stock appreciation rights relative to the
Company's Common Stock and both incentive stock options and non-qualified
options to purchase shares of the Company's Common Stock. A maximum of 1,000,000
shares may be issued under the Omnibus Plan. The Omnibus Plan was adopted in
order that the participants in the Omnibus Plan will have financial incentives
to contribute to the Company's growth and profitability, and to enhance the
ability of the Company to attract and retain in its employ individuals of
outstanding ability. As of the date of this Prospectus, no grants or awards have
been made under

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<PAGE> 60

the Omnibus Plan, except for one option issued to Jack Buechner. See "-- Option
Issued to Non-Employee Director."

OPTION ISSUED TO NON-EMPLOYEE DIRECTOR

On August 22, 1995, the Board of Directors of the Company granted an option
to Mr. Buechner entitling him to purchase 25,000 shares of Common Stock at an
exercise price of $2.00 during the three year period ending on August 21, 1998.
The shares of Common Stock issuable upon exercise of said option are being
offered for sale, subject to their issuance, on a non-underwritten basis by Mr.
Buechner pursuant to a separate prospectus included in the Registration
Statement of which this Prospectus forms a part. See "Concurrent Registration of
Securities."

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Bylaws provide that, except as expressly prohibited by the
Delaware Corporation Law, the Company shall indemnify each person made or
threatened to be made a party to any action or proceeding, whether civil or
criminal, by reason of the fact that such person, or such person's testator or
administrator was a director, officer or employee of the Company, against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses,
including attorney's fees, incurred in connection with such action or
proceeding, or any appeal therein. Such Bylaws further provide that no such
indemnification shall be made if (i) a judgment establishes that such person's
acts were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled, and (ii) a settlement or other
non-adjudicated disposition of a threatened or pending action or proceeding
occurs without the Company's prior consent thereto.

The Company has entered into indemnification agreements with each of its
directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

The Company has applied for directors' and officers' liability insurance
providing for limits of $1,000,000 per occurrence.

DIRECTORS' COMPENSATION

Directors do not receive cash compensation for services rendered to the
Company in such capacity.

Non-employee directors are reimbursed for the reasonable costs of travel to
and from meetings of the Board of Directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the Company's organization in April 1994, Ronald G.
Nathan, the then Chairman of the Board and Chief Executive Officer of the
Company, received 1,178,000 shares of Common Stock for services rendered in the
amount of $11,780. In addition, during December 1994, the Company granted Mr.
Nathan a bonus in the amount of $180,000. In January 1995, the Company issued
600,000 shares of Common Stock to Mr. Nathan as payment for such $180,000
obligation. Such shares were subsequently resold by Mr. Nathan during January
1995 at a price of $.30 per share. In June 1995, 628,000 shares of Common Stock
were contributed back to the Company by Mr. Nathan for no consideration. On
October 20, 1997, 500,000 shares of Common Stock were contributed back to the
Company by Mr. Nathan for no consideration.

A founder and principal stockholder of the Company, Harvey Bloch, received
1,160,000 shares of Common Stock at inception for financial consulting services
rendered prior to inception and for services

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<PAGE> 61

rendered through June 15, 1994 in the amount of $11,600. In addition, Mr. Bloch
received $74,167 and $40,832 during the period from June 16, 1994 to December
31, 1994 and the five months ended May 31, 1995, respectively, for consulting
services rendered to the Company. In June 1995, 595,000 shares of Common Stock
were contributed back to the Company by Mr. Bloch for no consideration. In
August 1995, the Company repurchased 488,000 shares of Mr. Bloch's Common Stock
in exchange for the issuance to Mr. Bloch of a promissory note in the aggregate
principal amount of $244,000, bearing interest at the rate of 2% per annum. The
Company paid $100,000 of said obligation in February 1996. The Company intends
to apply approximately $150,000 of the net proceeds of the Offering to repay the
remaining balance (including accrued interest) of the note. See "Use of
Proceeds."

Mr. Leibov and Mr. Nathan were the sole stockholders of Russian Wireless.
In October 1996, Mr. Nathan subscribed for 250,000 shares of Russian Wireless'
$.01 par value common stock (the "Russian Wireless Common Stock") and agreed to
pay $2,500 therefor, and in January 1997, Mr. Leibov received 500,000 shares of
Russian Wireless Common Stock in consideration for his services rendered during
the period between October 1996 and December 1996 in organizing Russian
Wireless' operations in the Russian Federation. Upon consummation of the merger
of Russian Wireless with and into the Company, Messrs. Leibov and Nathan
received, respectively, 500,000 shares and 250,000 shares of the Company's
Common Stock in exchange for and extinguishment of their shares of Russian
Wireless' common stock. In accordance with the accounting rules applicable to
the merger of Russian Wireless with and into the Company, the 750,000 shares of
the Company's Common Stock which were issued in exchange for the same number of
shares of Russian Wireless' common stock were valued at the $7.00 initial public
offering price of the Common Stock. A one time, non-recurring charge in the
$5,250,000 aggregate amount thereof was made to officers' salaries which
resulted in an equivalent charge to the Company's earnings for the six month
period ended June 30, 1997. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

On October 20, 1997, the Company cancelled 500,000 shares of Common Stock
which were contributed to the capital of the Company by Mr. Nathan at the
request of the Representative. As a result thereof, Mr. Nathan's Common Stock
ownership has been reduced to 300,000 shares.

Although no specific measures to resolve conflicts of interest have been
formulated, the officers and directors of the Company have a fiduciary
obligation to deal fairly and in good faith with the Company. The Company's
management believes that the terms and conditions pertaining to each of the
foregoing transactions were comparable to and competitive with the terms and
conditions which it would have obtained if such transactions had been effected
with persons and entities unaffiliated with the Company. All ongoing and future
transactions between the Company and any of its affiliates will be no less
favorable to the Company than such transactions would be if consummated with
unaffiliated third parties, and will be approved by a majority of the Company's
disinterested directors. The directors intend to exercise reasonable judgment
and take such steps as they deem necessary under all of the circumstances in
resolving any specific conflict of interest which may occur and will determine
what, if any, specific measures, such as retention of an independent advisor,
independent counsel or special committee, may be necessary or appropriate. There
can be no assurance that the Company will employ any of such measures or that
conflicts of interest will be resolved in the best interest of the shareholders
of the Company.

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<PAGE> 62

PRINCIPAL SECURITY HOLDERS

The following table sets forth the holdings of the Common Stock of the
Company as of the date of this Prospectus by (1) each person or entity known to
the Company to be the beneficial owner of more than five percent (5%) of the
outstanding shares of common stock of the Company; (2) each director and named
executive officer; and (3) all directors and executive officers as a group. All
of the holders of the Company's Common Stock are entitled to one vote per share.
See "Description of Securities."

<TABLE>
<CAPTION>
COMMON STOCK
----------------------------------------------------
NUMBER OF SHARES PERCENT OWNED PERCENT OWNED
BENEFICIALLY PRIOR TO AFTER
NAME OF BENEFICIAL OWNER OWNED OFFERING(1) OFFERING(2)
- ------------------------------------------------ ---------------- ------------- -------------
<S> <C> <C> <C>
Ronald G. Nathan(3)............................. 300,000 12.1% 7.3%
Mikhail Leibov(4)............................... 500,000 20.1% 12.2%
Paul Signoracci(5).............................. 285,000 11.5% 6.9%(6)
J. P. Downey(7)................................. 285,000 11.5% 6.9%(6)
Ernest Ferrante(8).............................. 285,000 11.5% 6.9%(6)
Howard M. Pack(9)............................... 160,000 6.4% 3.9%
Royal Bank of Scotland International Ltd.(10)... 150,000 6.0% 3.7%
James Condakes(11).............................. 150,000 6.0% 3.7%
L. W. Cave(12).................................. 150,000 6.0% 3.7%
Jack W. Buechner(3)............................. 25,000(13) * *
All Directors and Executive Officers as a Group
(4 Persons)................................... 825,000(13) 35.2% 20.1%
</TABLE>

- ---------------
* Represents less than one percent

(1) Based on 2,485,000 shares of Common Stock outstanding as of the date of
this Prospectus.

(2) Based upon 4,105,000 shares of Common Stock outstanding after the Offering.
Does not include up to 5,370,015 shares of Common Stock issuable in the
events that (i) all of the 750,000 First Private Placement Warrants, the
462,500 Second Private Placement Warrants and the 2,000,015 Third Private
Placement Warrants are fully exercised; (ii) the Company issues 247,500
shares of Common Stock upon full exercise of the Underwriters'
over-allotment option; (iii) all 1,000,000 of the shares of Common Stock
which have been reserved for issuance under the Company's Omnibus Stock
Incentive Plan shall be issued; (iv) the Company issues 165,000 shares of
Common Stock upon exercise of the Representative's Warrant; and (v) the
25,000 shares of Common Stock underlying the Buechner Option are issued.
See "Management;" and "Underwriting."

(3) The address of Messrs. Nathan and Buechner is 575 Lexington Ave, Suite 410,
New York, NY.

(4) Mr. Leibov's address is c/o Corbina, Ryazansky Prospect 30/15, Moscow,
Russian Federation.

(5) The address of Mr. Signoracci is 2716 Grand Avenue, Belmore, NY.

(6) The shares of Common Stock held by Messrs. Signoracci, Downey and Ferrante
have been registered for sale by them under the Securities Act, pursuant to
a separate prospectus in connection with an offering to be made on a
delayed, non-underwritten basis by the Selling Securityholders. However,
pursuant to lock-up agreements which each of such shareholders has
delivered to the Representative, they cannot sell their respective shares
of Common Stock for a period of two years without the Representative's
prior written consent. See "Shares Eligible for Future Sale" and
"Concurrent Registration of Securities."

(7) The address of Mr. Downey is 29 Hewlett Road, Towaco, NJ.

(8) The address of Mr. Ferrante is 88A Bay Terrace, Staten Island, NY.

(9) The address of Mr. Pack is 12 Herkimer Road, Scarsdale, NY.

(10) The address of the Royal Bank of Scotland International Ltd. is c/o Ryder
Capital Limited, 102 The Chambers, London SW10 OXF, England.

(11) The address of Mr. Condakes is 100 Everette Avenue, Chelsea, MA.

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<PAGE> 63

(12) The address of Mr. Cave is 3800 Airport Boulevard, Suite 201, Mobile, AL.

(13) Includes 25,000 shares of Common Stock which Mr. Buechner has the right to
acquire within 60 days from the date hereof upon the exercise of options
held by him. Such shares are being offered for sale by Mr. Buechner,
subject to their issuance, on a non-underwritten basis pursuant to a
separate prospectus included in the Registration Statement of which this
Prospectus forms a part. See "Concurrent Registration of Securities."

SELLING STOCKHOLDER

The Cam Neely Foundation, the Selling Stockholder, is, as of the date
immediately preceding the date of this Prospectus, the beneficial and record
holder of 30,000 shares of Common Stock, all of which are being offered for sale
by the Selling Stockholder. Upon completion of the offering of such shares, the
Selling Stockholder will not own any shares of the Company's Common Stock.
Neither the Selling Stockholder, nor any employee or director thereof, was an
officer, director, or employee of the Company during the past three years, or
had any other relationship with the Company during such period, other than as an
investor. See "Underwriting."

CONCURRENT REGISTRATION OF SECURITIES

Concurrently with this Offering, 2,462,515 Warrants (and the shares of
Common Stock issuable upon exercise thereof), and 1,180,000 shares of Common
Stock, 25,000 of which are issuable upon exercise of the Buechner Option, have
been registered for sale under the Securities Act for immediate resale. Except
for Mr. Buechner, who is Chairman of the Company's Board of Directors, none of
the holders of such securities or their affiliates has ever held any position or
office with the Company or had any material relationship with the Company. The
holders of such securities have agreed with the Representative not to sell any
of the registered securities for a period of 24 months from the date of this
Prospectus without the prior written consent of the Representative.

DESCRIPTION OF SECURITIES

GENERAL

The Company, a Delaware corporation, is authorized to issue 15,000,000
shares, of which 14,000,000 may be Common Stock, $.01 par value, and 1,000,000
may be preferred shares, $.01 par value, which may be authorized for issuance by
the Board and issued without further action by the shareholders in classes or
series possessing such designations, powers, preferences and relative,
participating, optional or other special rights within each class or series, and
further possessing such qualifications, limitations and restrictions as the
Board may determine, subject to any limitations imposed thereon by the Company's
Certificate of Incorporation.

COMMON STOCK

Except as otherwise required by law, each holder of Common Stock is
entitled to one vote per share on all matters on which shareholders are entitled
to vote. There are no cumulative voting rights regarding elections of directors.
Holders of shares of Common Stock are entitled to share pro rata in dividends,
if any, as may lawfully be declared on the Common Stock from time to time by the
Company's Board of Directors.

PREFERRED STOCK

The Board of Directors has the authority, without further action by the
shareholders, to issue up to 1,000,000 shares of preferred stock in one or more
series and to fix the rights, preferences, privileges and restrictions thereof,
including divided rights, conversion rights, voting rights, terms of redemption,
liquidation preferences and the number of shares constituting any series and the
designation of such series. The issuance

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<PAGE> 64

of preferred stock could, among other things, adversely affect the voting power
of holders of Common Stock and could have the effect of delaying, deferring or
preventing a change in control of the Company.

As of the date of this Prospectus, no shares of preferred stock of any
class or series have been issued, or have been authorized to be issued by the
Board. The Company has no present intention to issue any preferred shares in the
foreseeable future, and pursuant to the Underwriting Agreement, the Company is
prohibited from issuing any of its preferred stock for a period of two (2) years
from the date hereof without the Representative's express written consent.

WARRANTS ISSUED IN PRIVATE PLACEMENTS

The Company issued warrants to purchase 3,200,015 shares of its Common
Stock to investors who participated in three private placements during 1994 and
1995. In accordance with the documents which governed each of such placements,
such warrants will be automatically converted into Warrants on the date of
closing of this Offering.

First Private Placement In June 1994, the Company successfully completed a
$750,000 private placement of 7.5 units, each of which consisted of an unsecured
12% promissory note in the principal amount of $98,000, and a warrant to
purchase 100,000 shares of Common Stock (750,000 shares in the aggregate) at an
exercise price of $1.00 per share during the three year period ending on
December 14, 1998 (the "First Private Placement Warrants"). The First Private
Placement Warrants contain protections against dilution affecting both the
exercise price of, and number of shares of Common Stock purchasable under, such
warrants upon the occurrence of certain events, including a stock split of, a
stock dividend on or a subdivision, combination or recapitalization of, the
Common Stock. The holders of the First Private Placement Warrants have no right
to vote on matters submitted to the shareholders of the Company and have no
right to receive dividends. The holders of the First Private Placement Warrants
are not entitled to share in the assets of the Company in the event of
liquidation, dissolution, or the winding up of the Company's affairs.

In accordance with the provisions of the First Private Placement Warrants,
if a registration statement with respect to an initial public offering of
securities is filed under the Securities Act with the SEC by the Company during
the term of the First Private Placement Warrants, but such registration
statement does not include any warrants to be issued to the public, then upon
the declaration of effectiveness of such registration statement, the exercise
price of any unexercised First Private Placement Warrants would be automatically
increased to 110% of the per share of offering price to the public of the
Company's Common Stock. By reason of the facts that the Company is not selling
any public warrants in this Offering, and none of the 750,000 First Private
Placement Warrants has been exercised as of the date of this Prospectus, the
exercise price of all of such warrants is deemed to have been automatically
increased to $7.70 per share. However, all other terms of the First Private
Placement Warrants, including the December 14, 1998 expiration date thereof,
remain in effect. None of such warrants is being registered for sale by the
holders thereof. See, "Registration Rights."

Second Private Placement In October 1994, the Company successfully
completed a $1,000,000 private placement of 10 units, each of which consisted of
an unsecured 12% promissory note in the principal amount of $98,000, and a
warrant to purchase 50,000 shares of Common Stock (500,000 shares in the
aggregate) at an exercise price of $1.00 per share during the three year period
ending on April 18, 1999 (the "Second Private Placement Warrants"). Pursuant to
a cancellation and rescission agreement, which the Company executed with
Colonial, one of the Second Private Placement investors, the number of
outstanding Second Private Placement Warrants has been reduced to 462,500
warrants. The Company has paid $50,000 of the $100,000 which it owes to Colonial
pursuant to such agreement. The Company intends to use $50,000 of the proceeds
of this Offering to pay the balance of its obligation to Colonial. The holders
of the Second Private Placement Warrants have no right to vote on matters
submitted to the shareholders of the Company and have no right to receive
dividends. The holders of the Second Private Placement Warrants are not entitled
to share in the assets of the Company in the event of liquidation, dissolution,
or the winding up of the Company's affairs.

In accordance with the provisions of the Second Private Placement Warrants,
if a registration statement with respect to an initial public offering of
securities is filed under the Securities Act with the SEC by the Company during
the term of the Second Private Placement Warrants, but such registration
statement does not

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<PAGE> 65

include any warrant to be issued to the public, then upon the declaration of
effectiveness of such registration statement, the exercise price of any
unexercised Second Private Placement Warrants would be automatically increased
to 110% of the per share of offering price to the public of the Company's Common
Stock. By reason of the facts that the Company is not selling any public
warrants in this Offering, and none of the 462,500 Second Private Placement
Warrants has been exercised as of the date of this Prospectus, the exercise
price of all such warrants is deemed to have been automatically increased to
$7.70 per share. However, all other terms of the Second Private Placement
Warrants including the April 18, 1999 expiration date thereof, remain in effect.
All of the Second Private Placement Warrants are being offered for sale by the
holders thereof on a non-underwritten basis pursuant to a separate prospectus
included in the Registration Statement of which this Prospectus forms a part.
See "Use of Proceeds;" "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources;" and
"Concurrent Registration of Securities."

Third Private Placement In February 1996, the Company successfully
completed a $1,050,000 private placement of 30 units, each of which consisted of
an unsecured 8% promissory note in the principal amount of $35,000, 10,000
shares of Common Stock (300,000 shares in the aggregate) and a warrant to
purchase 66,667 shares of Common Stock (2,000,015 shares in the aggregate) at an
initial exercise price of $5.75 per share during the five year period commencing
on the effective date of the Registration Statement relating to the Company's
initial public offering of securities (the "Third Private Placement Warrants).
The Third Private Placement Warrants contain protections against dilution
affecting both the exercise price of, and number of shares of Common Stock
purchasable under, such warrants upon the occurrence of certain events,
including a stock split of, a stock dividend on or a subdivision, combination or
recapitalization of, the Common Stock. The holders of the Third Private
Placement Warrants have no right to vote on matters submitted to the
shareholders of the Company and have no right to receive dividends. The holders
of the Third Private Placement Warrants are not entitled to share in the assets
of the Company in the event of liquidation, dissolution, or the winding up of
the Company's affairs.

In accordance with the provisions of the Third Private Placement Warrants,
if a registration statement with respect to an initial public offering of
securities is filed under the Securities Act with the SEC by the Company during
the term of the Third Private Placement Warrants, but such registration
statement does not include any warrants to be issued to the public, the terms
and provisions of the Third Private Placement Warrants, including the five year
term commencing on the date of this Prospectus, remain unchanged. All of the
Third Private Placement Warrants are being offered for sale by the holders
thereof on a non-underwritten basis pursuant to a separate prospectus included
in the Registration Statement of which this Prospectus forms a part. See "Use of
Proceeds;" "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources;" and "Concurrent
Registration of Securities."

REGISTRATION RIGHTS

The Representative's Warrant confers certain registration rights upon the
holders thereof. See "Underwriting."

The holders of the First Private Placement Warrants were given, pursuant to
the First Private Placement's offering documents, the right to include in this
Offering the shares of Common Stock issuable upon exercise of the First Private
Placement Warrants. However, such registration rights were subject to the right
of the Representative to exclude such shares from the Offering, subject to the
proviso that an election by the Representative to effect such exclusion would
thereupon confer upon the holders of the First Private Placement Warrants to
demand on one occasion that the Company file a registration statement with the
SEC registering such warrants and the shares of Common Stock issuable upon
exercise thereof for sale under the Securities Act. Such demand registration
rights may be exercised at any time during the period commencing six months
after the date of this Prospectus and the expiration of the term of the First
Private Placement Warrants, and must be exercised by the holders of a majority
of the First Private Placement Warrants. If such rights are exercised, the
Company must prepare and file a registration statement on an appropriate form to
register the First Private Placement Warrants of the electing holders and the
Common Stock issuable upon exercise thereof, so as to permit a public offering
and sale thereof for a period of nine months. The Company

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<PAGE> 66

must bear all costs of such registration, except for filing fees, any
underwriter's discounts and commissions, any stock transfer taxes and the fees
and expenses of such holders' counsel.

The Representative has elected to exclude from the Registration Statement
of which this Prospectus is a part the shares of Common Stock issuable upon
exercise of the First Private Placement Warrants. Accordingly, the holders of
such warrants now possess the above-described demand registration rights.

In accordance with the provisions of the offering documents pertaining to
the Second Private Placement Warrants and the Third Private Placement Warrants,
(i) the 462,500 Second Private Placement Warrants, and the shares of Common
Stock issuable upon exercise of such warrants; and (ii) the 2,000,015 Third
Private Placement Warrants, and the shares of Common Stock issuable upon
exercise of such warrants, have been included in a separate prospectus included
in the Registration Statement of which this Prospectus forms a part, at the
Company's sole cost and expense, except the fees and expenses of the counsel for
the holders of such securities, if any, and any underwriting or selling
commissions or other charges of any broker-dealer acting on behalf of such
holders.

The above-described registration rights pertaining to the First Private
Placement Warrants could result in substantial future expense to the Company and
could adversely affect the Company's ability to complete future equity or debt
financings. Furthermore, the registration and sale of securities of the Company
held by or issuable to the holders of registration rights, or even the potential
of such sales, could have an adverse effect on the market price of the
securities offered hereby.

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

American Stock Transfer & Trust Company, 40 Wall Street, New York, New York
10005, serves as the transfer agent and registrar of the Common Stock, and as
warrant agent of the Warrants.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the Company will have outstanding
4,105,000 shares of Common Stock (4,352,500 shares if the Underwriters'
over-allotment option is exercised in full). Of these shares, 1,650,000 shares
will be freely tradeable without restriction under the Securities Act, and
1,155,000 shares will be registered for sale pursuant to a separate prospectus
under the Securities Act, but restricted from sale pursuant to the lockup
agreements hereinbelow described. The remaining 1,300,000 shares of Common Stock
held by existing shareholders are restricted securities within the meaning of
Rule 144. In accordance with Rule 144, all of said 1,300,000 shares are
presently eligible for sale to the public notwithstanding the fact that they
have not been registered under the Securities Act.

In general, under Rule 144 as currently in effect, an affiliate of the
Company, or a person (or persons whose shares are aggregated) who has
beneficially owned restricted shares for at least one year, but less than two
years, will be entitled to sell in any three month period a number of shares
that does not exceed the greater of (i) 1% of the then outstanding shares of
Common Stock (approximately 41,050 shares immediately after the Offering) or
(ii) the average weekly trading volume during the four calendar weeks
immediately preceding the date on which notice of the sale is filed with the
Securities and Exchange Commission. Sales pursuant to Rule 144 are subject to
certain requirements relating to manner of sale, notice and availability of
current public information about the Company. A person (or person whose shares
are aggregated) who is not deemed to have been an affiliate of the Company at
any time during the 90 days immediately preceding the sale and who has
beneficially owned his or her shares for at least two years is entitled to sell
such shares pursuant to Rule 144(k) without regard to the limitations described
above. Rule 144A under the Act as currently in effect permits the immediate sale
of restricted shares to certain qualified institutional buyers without regard to
volume restrictions.

The Representative has required, as a condition to the closing of the
Offering, that (a) each of the directors and officers of the Company and its
Subsidiaries, (b) the holders of substantially all of said 1,155,000 shares and
said 1,300,000 shares, as well as (c) the holders of substantially all of the
warrants to purchase 2,462,515 shares of Common Stock issued in the Second
Private Placement and the Third Private Placement,

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<PAGE> 67

and the holder of the Buechner Option to purchase 25,000 shares of Common Stock
must execute written lockup agreements providing that, for a period of 24 months
from the date of this Prospectus, they shall not offer, sell, contract to sell,
grant an option for the sale of, issue, assign, transfer or otherwise dispose of
any of the Company's securities held by them without the Representative's prior
written consent. However, pursuant to lock-up agreements delivered by three
Selling Securityholders, they may not sell their aggregate holdings of 855,000
shares of Common Stock for a period of two years from the Effective Date,
notwithstanding the Registration thereof under the Securities Act, without the
Representative's prior consent. By reason of the registration rights which the
Company conferred to the investors who purchased 750,000 warrants of Common
Stock pursuant to the First Private Placement, the Representative did not
require any of such warrantholders to agree to lockup their securities. As of
the date of this Prospectus, the holders of 1,150,000 of said 1,155,000 shares,
the holders of 1,280,000 of said 1,300,000 shares, the holders of warrants to
purchase 2,404,181 of said 2,462,515 shares, the holder of warrants issued in
the First Private Placement to purchase 50,000 shares and the holder of the
Buechner Option have executed lock-up agreements. Except for the possibility
that the Representative might, in the exercise of its sole discretion, grant a
request for relief from the provisions of the lock-up agreement, the Company is
not aware of any circumstance under which the Representative would permit any of
the existing stockholders or warrantholders who have executed lock-up agreements
to sell his respective securities prior to the end of the lock-up period. In
determining whether or not to grant such a request, the Representative's primary
concern will be the potential adverse effects on the markets for the Common
Stock and Warrants that may result from an increase in the amount of the pool of
publicly tradeable securities of the Company. In the event that the
Representative does modify, shorten or waive any of the restrictions imposed
pursuant to the lock-up agreements, the Company will file a post-effective
amendment to the Registration Statement of which this Prospectus forms a part if
such action by the Representative affects 10% or more of the Selling
Securityholders' securities, or it will add a sticker to this Prospectus if such
action by the Representative affects more than 5%, but less than 10% of the
Selling Securityholders' securities. The lock-up agreements will have no effect
on the date on which shares become eligible for sale pursuant to Rule 144.

There has been no prior market for the Common Stock, and there can be no
assurance a significant, if any, public market for such securities will develop
or be sustained after the offering. Sales of substantial amounts of Common Stock
in the public market could adversely affect the market price of the Common
Stock.

64
<PAGE> 68

UNDERWRITING

The underwriters named below, for whom J.W. Barclay & Co., Inc. is acting
as the Representative (the "Underwriters"), have severally agreed, subject to
the terms and conditions of the Underwriting Agreement, to purchase from the
Company and the Selling Stockholder, and the Company and the Selling Stockholder
have agreed to sell to the Underwriters, the respective numbers of shares of
Common Stock set forth opposite each Underwriter's name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
-------------------------------------------------------------------------- ---------
<S> <C>
J.W. Barclay & Co., Inc. .................................................

---------
Total........................................................... 1,650,000
=========
</TABLE>

The Company and the Selling Stockholder are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby through the Representative, if any are purchased.

The Company and the Selling Stockholder have been advised by the
Representative that, the Underwriters propose initially to offer the Common
Stock to the public on the terms set forth on the cover page of this Prospectus.
The Underwriters may allow concessions of not more than $[ ] per share of
Common Stock, to selected dealers and certain other dealers. After the
consummation of the Offering, the concessions to selected dealers and to other
dealers may be changed by the Underwriters. The Common Stock is offered subject
to receipt and acceptance by the Underwriters and to certain other conditions,
including the right to reject orders in whole or in part.

The Company has granted to the Underwriters an option to purchase up to
247,500 additional shares of Common Stock solely to cover over-allotments, if
any. The option is exercisable within 45 days from the date of this Prospectus
at the prices to public, less the underwriting discounts and commissions set
forth for such securities on the cover page of this Prospectus. To the extent
the Underwriters exercise the option, the Underwriters will be committed,
subject to certain conditions, to purchase the additional shares of Common
Stock.

See "Shares Eligible For Future Sale" for a description of certain lockup
agreements.

The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against, or contribute to the losses arising from, certain
liabilities, including liabilities arising under the Securities Act.

The Company and the Selling Stockholder have agreed to pay the Underwriters
a non-accountable expense allowance equal to 3% of the aggregate offering price
of the Common Stock to be sold in the Offering. The Company has paid the
Representative a $25,000 advance with respect to its expense allowance
obligation.

The Company has agreed to sell to the Representative or its designees, at a
price of $10, the Representative's Warrants, which entitle the Representative to
purchase up to 165,000 shares of Common Stock of the Company. The
Representative's Warrants will be exercisable at a price of $11.55 per share for
a period of four years commencing one year from the date of this Prospectus, and
may not be sold, assigned, transferred, pledged or hypothecated for a period of
one year from the date of this Prospectus, except to an officer or partner of an
Underwriter or members of the selling group or their respective officers or
partners. The Company has agreed, that on one occasion during the period of five
years from the date of this Prospectus, it will file a post-effective amendment
to the Registration Statement of which this Prospectus forms a part with respect
to the registration of the Representative's Warrants and the underlying
securities under the Securities Act at its expense, and at the expense of the
holders thereof on another occasion, upon the request of a majority of the
holders thereof. The Company has also agreed to certain "piggyback" registration
rights for the holders of the Representative's Warrants and the underlying
securities. Such piggyback registration rights will expire seven years from the
date of this Prospectus.

65
<PAGE> 69

The Representative has informed the Company that it does not expect sales
to be made to discretionary accounts to exceed 1% of the shares of Common Stock
offered hereby.

It has been agreed that for a period of two (2) years from the date hereof
neither the Company, its current or future subsidiaries, if any, nor any of its
officers, directors and principal stockholders, or their respective affiliates,
will, without the express written consent of the Representative, sell or
transfer (directly or indirectly) any of their respective securities including
but not limited to preferred stock of the Company.

The Company has agreed that, during the five year period commencing on the
date of closing of the Offering, the Representative shall have the right to
engage a designee of the Representative to serve as an advisor to the Company's
Board of Directors who shall receive notice of, and have the right to attend,
all meetings of the Board. Such advisor shall be entitled to receive
compensation equal to the entitlement of all non-employee directors, and shall
be entitled to reimbursement of all costs incurred in attending such meetings.
In lieu of the designation of an advisor to the Board, the Representative shall
have the right, during the same five year period, to designate one person for
election to the Company's Board of Directors. The Company must utilize its best
efforts to obtain the election of such person, and if he or she is elected, such
director shall be entitled to receive the same compensation and the same rights
of reimbursement enjoyed by all other non-employee directors of the Company. The
Representative has advised the Company that, as of the date of this Prospectus,
the Representative has not made any determination as to whether, and if so,
when, it may exercise either of the above-described rights.

Pursuant to the terms of the Representative's Restriction Letter with the
NASD, the Representative is prohibited from acting as a "market maker" in
securities traded on the OTC Bulletin board. As a result thereof, the
Representative will be prohibited from making a market in the shares of Common
Stock offered hereby. The Representative's inability to make such a market may
materially affect the liquidity of the Common Stock offered hereby, which could
make it more difficult for investors in this Offering to purchase or sell their
shares of Common Stock. The Representative, however, may execute buy and sell
orders for its customers in the Common Stock offered hereby on an agency basis.
Although no assurance can be given, the Representative may apply to the NASD, in
the future, to have its Restriction Letter amended to allow it to make markets
in OTC Bulletin board securities. No assurances can be given when, if ever, the
Representative will make such application, or if made, when, if ever, the NASD
would approve such application. See "Risk Factors -- Representative Will Not
Make a Market in the Company's Common Stock."

The Company has agreed to enter into a financial consulting agreement with
the Representative providing that, during the three year period commencing on
the date of closing of this Offering, it will pay the Representative the
aggregate amount of $125,000, all of which shall be paid at such closing.

The foregoing is a summary of the principal terms of the Underwriting
Agreement, in which all material terms have been disclosed, and does not purport
to be complete. Reference is made to the forms of Underwriting Agreement and
Representative's Warrant Agreement, copies of which are on file as exhibits to
the Company's Registration Statement of which this Prospectus forms a part. See
"Additional Information."

LEGAL MATTERS

The validity of the Common Stock and Warrants being offered hereby will be
passed upon for the Company by Hall Dickler Kent Friedman & Wood, LLP, New York,
New York. Steven D. Dreyer, Esq., a partner of said firm, is a director of the
Company. Certain legal matters concerning Russian law will be passed upon by
Irina V. Igitova, Esq., Moscow, Russian Federation, Russian counsel for the
Company. Certain legal matters in connection with this Offering will be passed
upon for the Representative by Gusrae, Kaplan & Bruno, New York, New York.

EXPERTS

The financial statements of Russian Wireless Telephone Company, Inc. at
December 31, 1996, and for each of the two years in the period ended December
31, 1996 appearing in this Prospectus and Registration

66
<PAGE> 70

Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon (which contains an explanatory paragraph with
respect to the going concern mentioned in Note 1 to the financial statements)
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of said firm as an expert in accounting and auditing.

The financial statements of Corbina Telecommunications at December 31,
1996, and for the period December 1, 1995 (inception) through December 31, 1996
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young (CIS) Limited, independent auditors, as set forth in their report
thereon (which contains an explanatory paragraph with respect to the going
concern mentioned in Note 1 to the financial statements) appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of said firm as an expert in accounting and auditing.

67
<PAGE> 71

INDEX TO FINANCIAL STATEMENTS

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

AUDITED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
Report of Independent Auditors.................................................. F-2
Balance Sheet at December 31, 1996.............................................. F-3
Statement of Operations for the years ended December 31, 1996 and 1995.......... F-4
Statement of Shareholders' Deficiency for the years ended December 31, 1996 and
1995.......................................................................... F-5
Statement of Cash Flows for the years ended December 31, 1996 and 1995.......... F-6
Notes to Financial Statements................................................... F-8
</TABLE>

UNAUDITED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Balance Sheet at June 30, 1997.................................................. F-17
Statement of Operations for the six months ended June 30, 1997 and 1996......... F-18
Statement of Shareholders' Deficiency for the period January 1, 1997 to June 30,
1997.......................................................................... F-19
Statement of Cash Flows for the six months ended June 30, 1997 and 1996......... F-20
Notes to Financial Statements................................................... F-21
</TABLE>

CORBINA TELECOMMUNICATIONS

AUDITED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Auditors.................................................. F-27
Balance Sheet at December 31, 1996.............................................. F-28
Statement of Operations for the period December 1, 1995 through December 31,
1996.......................................................................... F-29
Statement of Shareholders' Deficiency for the period December 1, 1995 through
December 31, 1996............................................................. F-30
Statement of Cash Flows for the period December 1, 1995 through December 31,
1996.......................................................................... F-31
Notes to Financial Statements................................................... F-32
</TABLE>

UNAUDITED CONDENSED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Balance Sheets at December 31, 1996 and at June 30, 1997........................ F-37
Statements of Operations for the six months ended June 30, 1997 and 1996........ F-38
Statements of Cash Flows for the six month periods ended June 30, 1997 and
1996.......................................................................... F-39
Notes to Financial Statements................................................... F-40
</TABLE>

F-1
<PAGE> 72

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
Russian Wireless Telephone Company, Inc.

We have audited the accompanying balance sheet of Russian Wireless
Telephone Company, Inc. (formerly Telcom Group USA, Inc., "the Company") as of
December 31, 1996, and the related statements of operations, stockholders'
deficiency, and cash flows for each of the two years in the period ended
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about 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 that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Russian Wireless Telephone
Company, Inc. (formerly Telcom Group USA, Inc.) at December 31, 1996, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the financial statements, the Company's recurring
losses from operations, a working capital deficiency and shareholders'
deficiency raise substantial doubt about its ability to continue as a going
concern. Management's plans as to those matters are also described in Note 1.
The 1996 financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

ERNST & YOUNG LLP

New York, New York
February 28, 1997

F-2
<PAGE> 73

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

BALANCE SHEET

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................. $ 487,772
Due from affiliate........................................................ 30,000
Deferred financing costs, net of accumulated amortization of $210,000..... 1,680,000
Prepaid expenses and other current assets................................. 79,445
-----------
Total current assets........................................................... 2,277,217
Loan receivable................................................................ 190,000
Equipment, net of accumulated depreciation of $15,851.......................... 19,596
Security deposits and other assets............................................. 47,053
-----------
Total assets................................................................... $ 2,533,866
===========

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Notes payable, net of discounts of $266,000............................... $ 2,658,000
Accrued interest payable.................................................. 358,813
Accounts payable and accrued expenses..................................... 109,663
-----------
Total current liabilities...................................................... 3,126,476
Long-term debt, net of discount of $239,000.................................... 361,000
Commitments and contingencies
Shareholders' deficiency:
Preferred stock, par value $.01; 1,000,000 shares authorized;
none issued and outstanding
Common stock, par value $.01; 15,000,000 shares authorized;
2,235,000 shares issued and outstanding................................. 22,350
Additional paid-in capital................................................ 2,340,258
Accumulated deficit....................................................... (3,316,218)
-----------
Total shareholders' deficiency................................................. (953,610)
-----------
Total liabilities and shareholders' deficiency................................. $ 2,533,866
===========
</TABLE>

See accompanying notes.

F-3
<PAGE> 74

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1996 1995
----------- -----------
<S> <C> <C>
Commission income......................................... $ 8,043 $ 21,172
----------- -----------
Operating expenses:
Officers' salaries................................... 100,000 203,125
Selling, general and administrative.................. 482,891 426,228
Amortization of deferred financing costs............. 210,000 221,965
----------- -----------
Total operating expenses.................................. 792,891 851,318
----------- -----------

Operating loss............................................ (784,848) (830,146)
Interest, including $497,500 ($36,500 in 1995) of
amortization of discount on notes payable, and
financing expenses, net................................. 686,030 397,356
----------- -----------
Net loss.................................................. $(1,470,878) $(1,227,502)
=========== ===========
Net loss per common share................................. $ (.67) $ (.34)
=========== ===========
Weighted average number of shares outstanding............. 2,210,000 3,603,614
=========== ===========
</TABLE>

See accompanying notes.

F-4
<PAGE> 75

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

STATEMENTS OF SHAREHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
--------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994........ 4,707,000 $ 47,070 $ 31,538 $ (617,838) $ (539,230)
Contribution of shares.............. (2,834,000) (28,340) 28,340
Issuance of common stock for
services rendered in January
1995.............................. 600,000 6,000 174,000 180,000
Issuance of common stock............ 300,000 3,000 27,000 30,000
Repurchase and retirement of common
stock in exchange for promissory
note in May 1995.................. (800,000) (8,000) (277,000) (285,000)
Repurchase and retirement of common
stock in exchange for promissory
note in August 1995............... (488,000) (4,880) (201,120) (206,000)
Net loss............................ (1,227,502) (1,227,502)
----------- -------- ---------- ----------- -----------
Balance at December 31, 1995........ 1,485,000 14,850 (217,242) (1,845,340) (2,047,732)
Issuance of common stock and
warrants in connection with a
private placement in February
1996.............................. 300,000 3,000 645,000 648,000
Issuance of common stock in
connection with a private
placement in December 1996........ 450,000 4,500 1,912,500 1,917,000
Net loss............................ (1,470,878) (1,470,878)
----------- -------- ---------- ----------- -----------
Balance at December 31, 1996........ 2,235,000 $ 22,350 $2,340,258 $(3,316,218) $ (953,610)
=========== ======== ========== =========== ===========
</TABLE>

See accompanying notes.

F-5
<PAGE> 76

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $(1,470,878) $(1,227,502)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation........................................... 6,604 6,490
Amortization of organization costs..................... 1,227 1,229
Amortization of deferred financing costs............... 210,000 221,965
Write-off of deferred underwriting costs............... -- 61,652
Amortization of discount on notes payable.............. 486,500 36,500
Changes in operating assets and liabilities:
Due from affiliate................................ (30,000) --
Prepaid expenses and other current assets......... (66,984) 8,742
Security deposits................................. (12,828) 7,315
Accounts payable and accrued expenses............. (210,870) 242,815
Accrued interest payable.......................... 198,377 142,061
---------- ----------
Net cash used in operating activities....................... (888,852) (498,733)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of stock option.................................... (5,000) --
Acquisition of property and equipment....................... (14,832) (2,403)
Deferred registration fees.................................. (25,000) --
---------- ----------
Net cash used in investing activities....................... (44,832) (2,403)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable................................. 1,800,000 100,000
Loan receivable............................................. (190,000) --
Repayment of notes payable.................................. (200,000) --
Proceeds from issuance of common stock...................... -- 30,000
---------- ----------
Net cash provided by financing activities................... 1,410,000 130,000
---------- ----------
Net increase (decrease) in cash and cash equivalents........ 476,316 (371,136)
Cash and cash equivalents at beginning of year.............. 11,456 382,592
---------- ----------
Cash and cash equivalents at end of year.................... $ 487,772 $ 11,456
========== ==========
</TABLE>

See accompanying notes.

F-6
<PAGE> 77

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

STATEMENTS OF CASH FLOWS -- (CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1996 1995
--------- --------
<S> <C> <C>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Issuance of 600,000 shares of common stock for services
rendered..................................................... $ -- $180,000
Repurchase and retirement of 1,288,000 shares of common stock
in exchange for promissory notes payable..................... -- 491,000
Contribution of 2,834,000 shares of common stock............... -- 28,340
Issuance of 300,000 shares of common stock and 2,000,000
warrants in connection with a private placement offering..... 648,000 --
Issuance of 450,000 shares of common stock in connection with a
private placement offering................................... 1,917,000 --
</TABLE>

See accompanying notes.

F-7
<PAGE> 78

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

1. ORGANIZATION

Description of Business

Telcom Group USA, Inc. ("Telcom") was incorporated on April 26, 1994 under
the laws of the State of Delaware. On August 19, 1994, Telcom obtained the
required State of New York Public Service Commission Certification allowing it
to operate as a reseller of all forms of telephone services via landline
telephone company or other common carrier facilities located in New York State.
Telcom was engaged primarily as a provider of long distance telecommunications
services to commercial customers, initially in the New York metropolitan area.

With the passage of the Federal Telecommunications Act of 1996 and the
subsequent entry into the local markets by long distance carriers, Telcom began
to phase out operations in New York State and focused its efforts on the
international markets, particularly the Russian Federation.

In 1996, Telcom's management began exploring opportunities involving the
delivery of various categories of telecommunications products and services
throughout the former Soviet Union including Russia, Georgia, Latvia and
Azerbaijan. In July 1996, Telcom purchased an option for $5,000 to purchase for
$190,000, 75% of Corbina Telecommunications, ("Corbina"), a closed joint stock
company organized under the laws of the Russian Federation which has been
providing long distance telephone services to businesses located in the Moscow
metropolitan area since March 1996. Corbina does not operate on the basis of a
telecommunication license but, rather, through agreements entered into with long
distance companies, primarily Rustelnet, Global One and TelMos, through which it
offers long distance service features through its private telecommunications
network. In connection with this option purchase, during 1996, Telcom loaned
Corbina's sole shareholder $190,000 bearing interest at 8% per annum, receivable
on demand. On January 28, 1997, Telcom exercised its option to purchase 75% of
Corbina and the $190,000 loan to Corbina's sole shareholder was exchanged for
the shares of Corbina. Accordingly, the above acquisition will be accounted for
under the purchase method of accounting. The goodwill of approximately $330,000
will be amortized on the straight line method over a five year period. The
following unaudited proforma information presents the results of operations of
Telcom as though the aforementioned acquisition had occurred as of the beginning
of 1996.

<TABLE>
<S> <C>
Proforma revenue........................................ $ 1,012,000
Proforma net loss....................................... $(1,850,000)
Proforma net loss per share............................. $ (.84)
</TABLE>

Russian Wireless was formed on October 21, 1996 by Telcom's chief executive
officer and by Corbina's sole shareholder to provide wireless local loop
telecommunications services to business customers in Moscow, particularly to
subscribers who generate significant amounts of outgoing domestic and
international long distance traffic. On February, 10, 1997, Telcom changed its
name to Russian Wireless Telephone Company, Inc. ("Russian Wireless") in
connection with the merger of a Delaware corporation with and into Telcom which
had been known by that name (Telcom and Russian Wireless collectively the
"Company"). The shareholders of Russian Wireless exchanged all of the issued and
outstanding shares for 750,000 shares of Telcom's common stock valued at $7.00
per share (the projected IPO price (see Note 10)). Accordingly, on February 10,
1997, the Company recorded an expense of $5,250,000. Russian Wireless has had
minimal activity from the date of inception (October 21, 1996) through December
31, 1996. At December 31, 1996

F-8
<PAGE> 79

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

1. ORGANIZATION -- (CONTINUED)
and for the period from the date of inception through December 31, 1996, Russian
Wireless' financial position and result of operations were as follows:

<TABLE>
<S> <C>
Total Assets............................................... $ 68
Shareholder's Deficiency................................... $34,932
Net Loss................................................... $35,032
</TABLE>

In October 1996, Comptel Ltd. (Comptel) a closed joint stock company
organized under the laws of the Russian Federation was formed by the sole
shareholder of Corbina to operate a wireless local loop network in the Russian
Federation. In March 1997, the Company acquired for approximately $34,000 a 75%
interest in Comptel. This acquisition will be accounted for by the purchase
method of accounting. Comptel had no business activity for the period since
inception through June 30, 1997. At December 31, 1996, total assets, and
stockholders' equity were immaterial to the consolidated financial statements.

In October 1996, Investelektrosvyaz, a private joint stock company
organized under the laws of the Russian Federation was formed for approximately
$34,000 by Comptel and three unrelated parties to construct and operate a
wireless local loop telecommunications systems. Comptel owns 51% of
Investelektrosvyaz. Investelektrosvyaz had no business activity since inception
through June 30, 1997. At December 31, 1996, total assets and stockholders'
equity were immaterial to the consolidated financial statements.

Basis of Presentation

During the years ended December 31, 1996 and 1995, the Company incurred
losses from operations aggregating $784,848 and $830,146, respectively, and had
a working capital deficiency and stockholders' deficiency of $659,259 and
$953,610, respectively, at December 31, 1996. Such losses and the
above-described deficiencies were primarily attributable to the facts that, (i)
from the time of its organization in April 1994, through December 31, 1996, the
Company conducted operations on a limited basis while the Company's management
devoted the bulk of their time and resources to the tasks of developing what was
then anticipated to be the Company's intended business, i.e., the provision, as
a competitive access provider of single source local and long distance
telecommunications services to commercial customers in the New York Metropolitan
area; and (ii) by reason of the passage of the Federal Telecommunications Act of
1995 (and the subsequent entry into the local telephone markets by long distance
carriers), the Company undertook during 1996 to explore other opportunities in
the telecommunications industry, particularly in international venues. In order
to meet its obligations and finance the activities it undertook during the two
year period ended December 31, 1996 in the absence of any meaningful revenues
generated from operations, the Company made use of funds obtained through
private placement financing transactions. The foregoing factors have resulted in
a deterioration of the Company's financial condition and raise substantial doubt
about its ability to continue as a going concern. These financial statements
have been prepared assuming the Company will continue as a going concern and do
not include any adjustments that may result form the outcome of this
uncertainty.

In order for the Company to strengthen its financial condition and to
operate profitably in future periods, (a) its 75% owned Russian subsidiary,
Corbina, must attain a sustaining level of profitability from operations through
expansion of its service offerings and continued increases in the
telecommunications traffic purchased from it by its existing and new customers,
(b) the Company's other 75% owned Russian subsidiary, CompTel must successfully
construct and then operate profitably the wireless local loop telecommunications
network

F-9
<PAGE> 80

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

1. ORGANIZATION -- (CONTINUED)
which it proposes to establish in the Moscow metropolitan area, and ( c) both
subsidiaries must provide the Company with sufficient distributions from the
income that they intend to derive from such operations so that the Company will
be able to finance its activities solely from such distributions. The Company
intends to provide its subsidiaries with the finances necessary for them to
achieve the requisite levels of operations through an IPO transaction which it
intends to commence during 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Equipment

Equipment is stated at cost and depreciated using the straight-line method
over the estimated useful lives (five years) of the underlying assets.

Deferred Financing Costs

Deferred financing costs, related principally to the issuance of debt, are
amortized over the period of the related debt.

Organization Costs

Organization costs are being amortized over a period of five years.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. At December 31,
1996, the Company has substantially all of its cash in one financial
institution.

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Notes Payable: The carrying amounts of the Company's notes payable
approximate their fair value due to the short-term nature of these instruments.

Long-Term Debt: The fair value of the Company's long-term debt is
estimated using discounted cash flow analysis, based on the Company's
incremental borrowing rate for similar types of borrowing arrangements and
approximates fair value.

F-10
<PAGE> 81

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Stock-Based Compensation

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 is effective for all fiscal years beginning
after December 15, 1995 and prescribes accounting and reporting standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using existing accounting rules prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related interpretations with pro forma disclosure of what net income and
earnings per share would have been had the Company adopted the new fair value
method. The Company is accounting for its stock-based compensation plans in
accordance with the provisions of APB 25.

Impairment of long-term assets

Management periodically evaluates the carrying amount of its long-term
assets, including, goodwill, by estimating the future cash flows against the
carrying value of these assets.

Income Taxes

Income taxes are recorded pursuant to Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109
prescribes the liability method of accounting for deferred income taxes, which
bases such deferred income taxes on the temporary differences between the
financial reporting and income tax bases of assets and liabilities, using
currently-enacted income tax rates and regulations.

Revenue Recognition

The Company recognizes commission income in its capacity as a reseller of
long distance telephone service when the customers they have contracted with on
behalf of long distance carriers are billed for usage.

Net Loss Per Share

Net loss per share computations are based upon net loss divided by the
weighted average number of shares of common stock outstanding during the
respective periods. The weighted average number of common stock outstanding have
been calculated in accordance with Staff Accounting Bulletin 83 ("SAB 83") of
the Securities and Exchange Commission. SAB 83 requires that shares of common
stock, warrants and options issued one-year prior to the initial filing of a
registration statement relating to an initial public offering at amounts below
the public offering price be considered outstanding for all periods presented in
the Company's registration statement.

3. DUE FROM RUSSIAN WIRELESS

Amounts due from Russian Wireless represent non-interest bearing advances
receivable on demand which were advanced to by Telcom prior to the merger.

F-11
<PAGE> 82

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

4. RELATED PARTY TRANSACTIONS

In December 1994, the Company granted its Chief Executive Officer a bonus
in the amount of $180,000. In January 1995, the Company issued 600,000 shares of
its common stock as payment of the $180,000 obligation.

5. NOTES PAYABLE

Pursuant to a Second Private Placement (the "Second Placement") which
closed on October 19 and November 3, 1994, the Company sold to five accredited
investors, an aggregate of ten units of 12% interest bearing notes aggregating
$980,000 and 500,000 warrants for an aggregate of $20,000. Each unit was
comprised of a $98,000 12% interest bearing note and 50,000 warrants.

The principal and interest on the promissory notes is payable at the
earlier of (i) October 31, 1997 or (ii) the Company's consummation of a public
or private financing of its equity securities raising net proceeds equal to or
greater than the gross proceeds raised in the Second Placement. The Company
received net proceeds of $870,000 after payment of $100,000 in commissions and
$30,000 in other costs paid to the placement agent. The $130,000 in commissions
and placement agent fees were amortized over the original maturity of the
promissory notes (February 19, 1996). The Company used $765,447 of the proceeds
from the Second Placement to repay in full the notes and accrued interest
outstanding under the first private placement.

On February 6, 1997, the Company and one of the accredited investors agreed
to rescind the purchase of one unit. In consideration thereof, the Company is to
pay the sum of $100,000, without any interest, to the investor in four equal
monthly installments of $25,000 commencing February 15, 1997. As part of this
rescission, 50,000 warrants were immediately canceled.

On August 29, 1995, the Company purchased and retired 488,000 shares of its
common stock from a shareholder in exchange for a $244,000 note payable. The
note accrues interest at 2% per annum. The Company recorded a discount on this
note payable in the amount of $38,000 based on its incremental borrowing rate at
the time of the transaction. The discount is being amortized as interest expense
over twenty months. The unamortized balance at December 31, 1996 is $7,500.
Proceeds from the Third Private Placement on February 2, 1996 (the "Third
Placement") were used to repay $100,000 of this note with the balance payable at
consummation of the Company's Initial Public Offering (the "IPO").

Pursuant to the Third Placement, the Company sold to sixteen accredited
investors 30 units of 8% interest bearing notes aggregating $1,050,000. Each
unit was comprised of (i) the Company's promissory note in the principal amount
of $35,000 (ii) 10,000 shares of the Company's common stock and (iii) 66,667
warrants; each warrant entitles the holder to purchase one share of common stock
at $5.75 per share (or such other exercise price as will be the exercise price
of the warrants to be issued in conjunction with the Company's IPO). The Company
recorded a discount on these notes payable in the aggregate amount of $648,000
based on its incremental borrowing rate at the time of the transaction and
management's estimate of the value of the common stock issued. The discount is
being amortized as interest expense over fourteen months (through the
anticipated IPO date). The unamortized balance at December 31, 1996 is $237,000.
The promissory notes and accrued interest are due and payable on the earlier of
eighteen months from the date of issuance, or the consummation of the Company's
IPO. If the Company's IPO is not consummated by August 2, 1997 based upon the
Company's decision not to proceed with the IPO, the notes payable (including all
accrued interest) will become immediately due and payable and each warrant will
convert into one share of common stock. If the Company's IPO is not consummated
for any other reason by October 31, 1997, the promissory notes

F-12
<PAGE> 83

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

5. NOTES PAYABLE -- (CONTINUED)
(including all accrued interest) will become immediately due and payable and
each warrant will become null and void.

On December 19, 1996, the Company issued promissory notes to three
accredited investors in the aggregate amount of $750,000. The notes bear
interest at 8% per annum and are due upon the earlier of consummation of the
Company's IPO or October 31, 1998. The Company recorded a discount on these
notes payable in the amount of $27,000 based on its incremental borrowing rate
at the time of the transaction. The discount is being amortized over four and
one-half months (through the anticipated IPO date). The unamortized balance at
December 31, 1996 is $21,500. In connection with the December 19, 1996
promissory notes, the Company issued 150,000 shares of common stock to each of
the three accredited investors. The Company valued these shares of common stock
at $4.20 per share, representing 60% of the anticipated IPO price. As a result,
the Company incurred deferred financing costs of $1,890,000 which are being
amortized over four and one-half months (through the anticipated IPO date).
During 1996, $210,000 was amortized into expense leaving an unamortized balance
at December 31, 1996 of $1,680,000.

6. LONG-TERM DEBT

On May 22, 1995, the Company repurchased and retired 800,000 shares of its
common stock from a shareholder in exchange for a $600,000 note payable. The
note accrues interest at 2% per annum and is due on May 22, 2000. The Company
recorded a discount on this note payable in the amount of $315,000, based on its
incremental borrowing rate at the time of the transaction, which is being
amortized as interest expense over the life of the note.

7. STOCK OPTIONS AND WARRANTS

In May 1995, the Company under its 1995 Director's Stock Option Plan (the
"Directors Plan") granted to each of its two Directors, at that time, options to
purchase 25,000 shares of the Company's common stock at an exercise price of
$2.00 per share. These options are currently exercisable and expire in May 1998.
As of December 31, 1996, an aggregate of 50,000 shares of the Company's common
stock are reserved for issuance. The Directors Plan has been replaced by the
options issued under the Omnibus Plan.

Pursuant to the Company's First Private Placement (the "First Placement")
on June 15, 1994, the Company sold to eleven accredited investors an aggregate
of 750,000 warrants for $15,000. Each warrant entitles the holder to purchase
one share of the Company's common stock at $1.00 per share. The warrants are
exercisable for a period of three years commencing on December 15, 1995.

On October 19, and November 3, 1994, pursuant to the Second Placement, the
Company granted to five accredited investors warrants to purchase 500,000 shares
of common stock at a price of $1 per share. The warrants are exercisable for a
period of three years commencing on February 19, 1996.

On February 2, 1996, pursuant to the Third Placement, the Company granted
to sixteen accredited investors warrants to purchase 2,000,015 shares of common
stock at a price of $5.75 per share or such other exercise price as will be the
exercise price of the warrants to be issued in conjunction with the IPO. The
warrants are exercisable during the period commencing on the effective date of
the registration statement to be filed by the Company in connection with its IPO
and terminating on the close of business on the five-year anniversary of the
effective date.

F-13
<PAGE> 84

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

7. STOCK OPTIONS AND WARRANTS -- (CONTINUED)
In accordance with the terms of the offering documents of the First, Second
and Third Placements, upon completion of the IPO, all of the aforementioned
warrants will be replaced by warrants setting forth the same terms as the
warrants the Company intends to issue in its IPO.

As of December 31, 1996, no warrants have been exercised and an aggregate
of 3,250,015 shares of the Company's common stock are reserved for issuance
under the warrants. On February 6, 1997, 50,000 warrants were canceled.

Subsequent to December 31, 1996, the Company has adopted an Omnibus Stock
Incentive Plan (the "Omnibus Plan") to permit the grant of awards to employees
of the Company (including officers and directors who are employees of the
Company or a subsidiary of the Company) of restricted shares of the Company's
common stock, performance shares of the Company's Common Stock, stock
appreciation rights relative to the Company's common stock and both incentive
stock options and non-qualified options to purchase shares of the Company's
common stock. A maximum of 1,000,000 shares may be issued under the Omnibus
Plan. No grants or awards have been made under the Omnibus Plan, except for one
option issued to the Company's Chairman.

8. INCOME TAXES

The significant components of deferred tax assets consist of the following:

<TABLE>
<CAPTION>
1996 1995
----------- --------
<S> <C> <C>
Start-up expenditures............................... $ 70,000 $ 98,000
Net operating loss carryforwards.................... 1,446,000 730,000
Total deferred tax assets........................... 1,516,000 828,000
Valuation allowance................................. (1,516,000) (28,000)
----------- --------
Net deferred taxes.................................. $ 0 $ 0
=========== ========
</TABLE>

The Company has a net operating loss carryforward of $3.2 million as of
December 31, 1996 of which $338,000 expires by 2009; $1,285,000 expires by 2010
and $1,580,000 expires by 2011.

The difference between the statutory federal income tax rate of 34% and the
income taxes reported in the Statement of Operations are as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------
1996 1995
----------- -----------
<S> <C> <C>
Net loss.......................................... $(1,534,378) $(1,227,502)
------------ ------------
Statutory benefit................................. (521,689) (417,351)
Loss for which no benefit was provided............ 521,609 417,351
------------ ------------
Total taxes....................................... $ 0 $ 0
============ ============
</TABLE>

F-14
<PAGE> 85

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

9. COMMITMENTS AND CONTINGENCIES

Employment Agreements

The Company has entered into an employment agreement with its Chief
Executive Officer for a term of five years commencing January 1, 1995. The
agreement provides for an annual base salary of $100,000 per year and further
provides for a severance payment of two years salary upon termination of
employment due to a change of control of the Company.

The Company entered into an employment agreement dated September 30, 1994
pursuant to which an individual was employed as the Executive Vice President of
Sales and Marketing of the Company for a term of three years commencing October
21, 1994. The employment agreement provided for an annual base salary of
$100,000. The Company terminated the employment agreement on June 13, 1995 for
cause.

In connection with the Company's exercise of its option to acquire a 75%
ownership interest in Corbina, the Company has entered into an employment
agreement with Corbina's minority stockholder pursuant to which he has agreed to
serve as Chief Executive Officer of Corbina and CompTel (collectively the
subsidiaries) for a five year term commencing on February 1, 1997. Such
agreement further provides a base salary of $125,000 per annum (prior to the
date of closing at the IPO, and $175,000 per annum thereafter), less the
aggregate amount of the annual salary to be paid by the subsidiaries; (ii) cash
bonuses and other additional compensation as the Company's Board of Director
may, in its absolute discretion, determine to award to him, (iii) life insurance
to the extent of $500,000 which shall be paid to the beneficiary of his choice,
(iv) he and his immediate family to be covered by Company-provided and paid for
health insurance; (v) as soon after the IPO as is reasonably possible, the
Company shall issue 25,000 shares of the Company's Common Stock to the minority
stockholder pursuant to the Omnibus Plan; subject to such vesting conditions as
the Compensation Committee of the Company's Board of Directors shall reasonably
determine and (vi) should Corbina's operating income during any of the years of
the agreement exceed $3,400,000, the Company will transfer 10% of the
outstanding shares of Corbina to the Chief Executive Officer. Additionally,
should Corbina's revenue after the aforementioned fiscal year exceed $3,400,000,
the Chief Executive Officer will be entitled to shares of the Company's stock
equal to the difference between operating income less $3,400,000 divided by the
share price, as defined. Shares of the Company's stock issued to the Chief
Executive Officer will be limited to 250,000 shares. Such amounts, if any, will
be expensed when incurred based on the fair value of the shares at that time.

The Company leases office space for its operations under an operating
lease. Future minimum rent payments at December 31, 1996 are as follows:

<TABLE>
<S> <C>
Year ending December 31:
1997.................................. $ 76,000
1998.................................. 76,000
1999.................................. 76,000
2000.................................. 76,000
2001.................................. 25,000
--------
$329,000
========
</TABLE>

F-15
<PAGE> 86

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

9. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
Total rent expense incurred for the years ended December 31, 1996 and 1995
amounted to approximately $32,000 and $43,000, respectively.

10. INITIAL PUBLIC OFFERING

The Company intends to enter into an underwriting agreement for an initial
public offering ("IPO") of its common stock.

F-16
<PAGE> 87

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

BALANCE SHEET (UNAUDITED)

JUNE 30, 1997

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................ $ 25,312
Accounts receivable, net................................................. 514,607
Prepaid expenses and other current assets................................ 283,786
------------
Total current assets.......................................................... 823,705
Equipment, net of accumulated depreciation of $46,088......................... 209,337
Goodwill in Corbina, net of accumulated amortization of $32,738............... 294,642
Deferred registration fees.................................................... 762,302
Organization costs, net of accumulated amortization of $3,684................. 2,451
------------
Total assets.................................................................. $ 2,092,437
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Notes payable............................................................ $ 2,899,000
Accrued interest payable................................................. 494,453
Accounts payable and accrued expenses.................................... 1,848,831
------------
Total current liabilities..................................................... 5,242,284
Long-term debt, net of discount of $211,119................................... 388,881
Commitments and contingencies
Stockholders' deficiency:
Preferred stock, par value $.01; 1,000,000 shares authorized; none issued
and outstanding......................................................... --
Common stock, par value $.01; 15,000,000 shares authorized; 2,985,000
shares issued and outstanding........................................... 29,850
Additional paid-in capital............................................... 7,582,758
Accumulated deficit...................................................... (11,151,336)
------------
Total stockholders' deficiency................................................ (3,538,728)
------------
Total liabilities and stockholders' deficiency................................ $ 2,092,437
============
</TABLE>

See accompanying notes.

F-17
<PAGE> 88

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------
1997 1996
----------- ----------
<S> <C> <C>
Revenues........................................................... $ 1,265,435 $ 4,589
Cost of services................................................... 1,196,645 --
----------- ----------
Gross profit....................................................... 68,790 4,589
Operating expenses:
Officers' salaries............................................ 5,335,000 54,166
Selling, general and administrative........................... 472,422 63,368
Amortization of deferred financing costs...................... 1,680,000 137,114
----------- ----------
Total operating expenses........................................... 7,487,422 254,648
----------- ----------
Operating loss..................................................... (7,418,632) (250,059)
Interest, including $300,881 ($186,019 in 1996) of amortization of
discount on notes payable, and financing expenses, net........... 420,167 289,660
Foreign exchange gain.............................................. 3,681 --
----------- ----------
Net loss........................................................... $(7,835,118) $ (539,719)
=========== ==========
Net loss per common share.......................................... $ (2.78) $ (.32)
=========== ==========
Weighted average number of shares outstanding...................... 2,815,110 1,685,000
=========== ==========
</TABLE>

See accompanying notes.

F-18
<PAGE> 89

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

STATEMENTS OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- ------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994........ 1,873,000 $18,730 $ 59,878 $ (617,838) $ (539,230)
Issuance of common stock for
services rendered in January
1995........................... 600,000 6,000 174,000 -- 180,000
Issuance of common stock.......... 300,000 3,000 27,000 -- 30,000
Repurchase and retirement of
common stock in exchange for
promissory note in May 1995.... (800,000) (8,000) (277,000) -- (285,000)
Repurchase and retirement of
common stock in exchange for
promissory note in August
1995........................... (488,000) (4,880) (201,120) -- (206,000)
Net loss.......................... -- -- -- (1,227,502) (1,227,502)
---------- ------- ---------- ------------ ------------
Balance at December 31, 1995........ 1,485,000 14,850 (217,242) (1,845,340) (2,047,732)
Issuance of common stock and
warrants in connection with a
private placement in February
1996........................... 300,000 3,000 645,000 -- 648,000
Issuance of common stock in
connection with a private
placement in December 1996..... 450,000 4,500 1,912,500 -- 1,917,000
Net loss.......................... -- -- -- (1,470,878) (1,470,878)
---------- ------- ---------- ------------ ------------
Balance at December 31, 1996........ 2,235,000 22,350 2,340,258 (3,316,218) (953,610)
Issuance of common stock in
connection with merger
(unaudited).................... 750,000 7,500 5,242,500 -- 5,250,000
Net loss for the six months ended
June 30, 1997 (unaudited)...... -- -- -- (7,835,118) (7,835,118)
---------- ------- ---------- ------------ ------------
Balance at June 30, 1997............ 2,985,000 $29,850 $7,582,758 $(11,151,336) $(13,538,728)
========== ======= ========== ============ ============
</TABLE>

See accompanying notes.

F-19
<PAGE> 90

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $(7,835,118) $ (539,719)
Adjustments to reconcile net loss to net cash used in
operating activities:
Compensation charge.................................... 5,250,000 --
Depreciation........................................... 14,995 2,362
Amortization of organization costs..................... 614 614
Amortization of deferred financing costs............... 1,680,000 --
Amortization of discount on notes payable.............. 300,881 186,019
Amortization of Goodwill............................... 32,738 --
Changes in operating assets and liabilities:
Accounts receivable............................... (170,126) --
Prepaid expenses and other current assets......... (94,321) (25,316)
Security deposits................................. 18,988 (12,828)
Accounts payable and accrued expenses............. 354,276 (226,822)
Accrued interest payable.......................... 153,640 92,230
----------- -----------
Net cash used in operating activities....................... (293,433) (523,454)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Loan receivable............................................. 190,000 --
Payments made for acquisition of subsidiary................. (195,000) --
Acquisition of property and equipment....................... (101,298) (13,956)
Deferred registration fees.................................. (37,302) (25,000)
----------- -----------
Net cash used in investing activities....................... (143,600) (38,956)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable................................. -- 1,050,000
Repayment of notes payable.................................. (50,000) (200,000)
----------- -----------
Net cash (used in) provided by financing activities......... (50,000) 850,000
----------- -----------
Net increase (decrease) in cash and cash equivalents........ (487,033) 287,590
Cash and cash equivalent acquired........................... 24,573 --
Cash and cash equivalents at beginning of year.............. 487,772 11,456
----------- -----------
Cash and cash equivalents at end of year.................... $ 25,312 $ 299,046
----------- -----------
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Net liabilities assumed at acquisition...................... $ 132,380 $ --
=========== ===========
Discount recorded on notes payable.......................... $ -- $ 648,000
=========== ===========
Accrued deferred registration fees.......................... $ 700,000 $ --
=========== ===========
</TABLE>

See accompanying notes.

F-20
<PAGE> 91

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 1997

1. ORGANIZATION

Description of Business

<TABLE>
<S> <C>
Proforma revenue................................................ $ 1,265,000
Proforma net loss............................................... $(7,887,000)
Proforma net loss per share..................................... $ (2.80)
</TABLE>

Russian Wireless was formed on October 21, 1996 by Telcom's chief executive
officer and by Corbina's sole shareholder to provide wireless local loop
telecommunications services to business customers in Moscow, particularly to
subscribers who generate significant amounts of outgoing domestic and
international long distance traffic. On February, 10, 1997, Telcom changed its
name to Russian Wireless Telephone Company, Inc. ("Russian Wireless") in
connection with the merger of a Delaware corporation with and into Telcom which
had been known by that name (Telcom and Russian Wireless collectively the
"Company"). The shareholders of Russian Wireless exchanged all of the issued and
outstanding shares for 750,000 shares of Telcom's common stock valued at $7.00
per share (the projected IPO price). Accordingly, on February 10, 1997, the
Company recorded an expense of $5,250,000. Russian Wireless has had minimal
activity from the date of inception (October 21, 1996) through December 31,
1996. At December 31, 1996 and for the period

F-21
<PAGE> 92

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

JUNE 30, 1997

1. ORGANIZATION -- (CONTINUED)
from the date of inception through December 31, 1996, Russian Wireless'
financial position and result of operations were as follows:

<TABLE>
<S> <C>
Total Assets....................................................... $ 68
Shareholder's Deficiency........................................... $34,932
Net Loss........................................................... $35,032
</TABLE>

In October 1996, Comptel Ltd. (Comptel) a closed joint stock company
organized under the laws of the Russian Federation was formed by the sole
shareholder of Corbina to operate a wireless local loop network in the Russian
Federation. In March 1997, the Company acquired for approximately $34,000 a 75%
interest in Comptel. This acquisition was accounted for by the purchase method
of accounting. Comptel had no business activity for the period since inception
through June 30, 1997. At December 31, 1996, total assets, and stockholders'
equity were immaterial to the consolidated financial statements.

Basis of Presentation

During the six months ended June 30, 1997 and 1996, the Company's incurred
losses from operations aggregating $7,835,118 and $539,720, respectively, and
had a working capital deficiency and stockholders' deficiency of $4,418,579 and
$3,538,728 respectively, at June 30, 1997. Such losses and the above-described
deficiencies were primarily attributable to the facts that: (i) from the time of
its organization in April 1994, through June 30, 1997, the Company conducted
operations on a limited basis while the Company's management devoted the bulk of
their time and resources to the tasks of developing what was then anticipated to
be the Company's intended business, i.e., the provision, as a competitive access
provider of single source local and long distance telecommunications services to
commercial customers in the New York Metropolitan area; and (ii) by reason of
the passage of the Federal Telecommunications Act of 1995 (and the subsequent
entry into the local telephone markets by long distance carriers), the Company
undertook during 1996 to explore other opportunities in the telecommunications
industry, particularly in international venues. In order to meet its obligations
and finance the activities it undertook during the two year period ended June
30, 1997 in the absence of any meaningful revenues generated from operations,
the Company made use of funds obtained through private placement financing
transactions. The foregoing factors have resulted in a deterioration of the
Company's financial condition and raise substantial doubt about its ability to
continue as a going concern. These financial statements have been prepared
assuming the Company will continue as a going concern and do not include any
adjustments that may result from the outcome of this uncertainty.

In order for the Company to strengthen its financial condition and to
operate profitably in future periods: (a) its 75% owned Russian subsidiary,
Corbina Telecommunications ("Corbina"), must attain a sustaining level of
profitability from operations through expansion of its service offerings and
continued increases in the telecommunications traffic purchased from it by its
existing and new customers, (b) the Company's other 75% owned Russian
subsidiary, CompTel Ltd., must successfully construct and then operate
profitably the wireless local loop telecommunications network which it proposes
to establish in the Moscow metropolitan area, and

F-22
<PAGE> 93

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

JUNE 30, 1997

1. ORGANIZATION -- (CONTINUED)
(c) both subsidiaries must provide the Company with sufficient distributions
from the income that they intend to derive from such operations so that the
Company will be able to finance its activities solely from such distributions.
The Company intends to provide its subsidiaries with the finances necessary for
them to achieve the requisite levels of operations through the date of
consummation of an IPO transaction which it has commenced during the first
calendar quarter of 1997.

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X as issued by the United States Securities and Exchange Commission and should
be read in conjunction with the Company's 1996 unaudited financial statements.
Accordingly, they do not include all of the information and footnotes required
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal, recurring accruals) considered necessary for a fair
presentation of the financial statements have been included. Operating results
for the six month period ended June 30, 1997 are not necessarily indicative of
the results that may be expected for the year ended December 31, 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation Policy

The Company's Unaudited Financial Statements for the six month period ended
June 30, 1997 has been consolidated with the Condensed Financial Statements of
Corbina for the six month period ended June 30, 1997. No allowance has been made
for a minority interest, with respect to Corbina, as Corbina maintains a
shareholders' deficiency at June 30, 1997.

Use of Estimates

Equipment

Equipment is stated at cost and depreciated using the straight-line method
over the estimated useful lives (five years) of the underlying assets.

Deferred Financing Costs

Deferred financing costs, related principally to the issuance of debt, are
amortized over the period of the related debt.

Organization Costs

Organization costs are being amortized over a period of five years.

F-23
<PAGE> 94

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

JUNE 30, 1997

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. At June 30, 1997,
the Company has substantially all of its cash in one financial institution.

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Notes Payable: The carrying amounts of the company's notes payable
approximate their fair value due to the short-term nature of these instruments.

Stock-Based Compensation

Impairment of long-term assets

Management periodically evaluates the carrying amount of its long-term
assets, including, goodwill, by estimating the future cash flows against the
carrying value of these assets.

Income Taxes

Income taxes are recorded pursuant to Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109
prescribes the liability method of accounting for deferred income taxes, which
bases such deferred income taxes on the temporary differences between the
financial reporting and income tax basis of assets and liabilities, using
currently-enacted income tax rates and regulations.

F-24
<PAGE> 95

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

JUNE 30, 1997

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Revenue Recognition

Net Loss Per Share

In February 1997 the Financial Accounting Standards Board issued statement
No. 128, Earnings Per Share, which is required to be adopted on December 31,
1997. Under the new requirements for calculating primary earnings per share, the
dilutive effect of stock options will be excluded. Statement 128 will not have a
material impact on Pro forma net income per share for the six months ended June
30, 1996 and 1997.

3. COMMITMENTS AND CONTINGENCIES

Employment Agreements

In connection with the Company's exercise of its option to acquire a 75%
ownership interest in Corbina, the Company has entered into an employment
agreement with Corbina's minority stockholder pursuant to which he has agreed to
serve as Chief Executive Officer of Corbina and CompTel (collectively "the
subsidiaries") for a five year term commencing on February 1, 1997. Such
agreement further provides a base salary of $125,000 per annum (prior to the
date of closing of the IPO, and $175,000 per annum thereafter), less the
aggregate amount of the annual salary to be paid by the subsidiaries; (ii) cash
bonuses and other additional compensation as the Company's Board of Directors
may, in its absolute discretion, determine to award to him; (iii) life insurance
to the extent of $500,000 which shall be paid to the beneficiary of his choice;
(iv) he and his immediate family to be covered by Company-provided and paid for
health insurance; (v) as soon after the IPO as is reasonably possible, the
Company shall issue 25,000 shares of the Company's common stock to the minority
stockholder pursuant to the Omnibus Plan; subject to such vesting conditions as
the Compensation Committee of the Company's Board of Directors shall reasonably
determine; and (vi) should Corbina's operating income during any of the years of
the agreement exceed $3,400,000, the

F-25
<PAGE> 96

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
(FORMERLY TELCOM GROUP USA, INC.)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

JUNE 30, 1997

3. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
Company will transfer 10% of the outstanding shares of Corbina to the Chief
Executive Officer, which will be charged as compensation expensed based on the
fair market value of the shares at the time of transfer. Additionally, should
Corbina's revenue after the aforementioned fiscal year exceed $3,400,000, the
Chief Executive Officer will be entitled to shares of the Company's stock equal
to the difference between operating income less $3,400,000 divided by the share
price, as defined, which will be charged to compensation expense based on the
fair market value of the shares at the time of transfer. Shares of the Company's
stock issued to the Chief Executive Officer will be limited to 250,000 shares.
Such amounts, if any, will be expensed when incurred based on the fair value of
the shares at that time.

The Company leases office space for its operations on a month by month
basis at a rate of $1,000 per month. The Company negotiated, subsequent to June
30, 1997, a termination of a lease for office premises that it previously
occupied. In consideration for its former landlord's agreement to cancel such
lease, the Company has agreed to forego repayment of the $19,000 security
deposit it made pursuant to the lease, and to pay the landlord an additional
$20,000.

Total rent expense incurred for the six months ended June 30, 1997 and 1996
amounted to approximately $32,000 and $13,000, respectively.

F-26
<PAGE> 97

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Corbina Telecommunications

We have audited the accompanying balance sheet of Corbina
Telecommunications as of December 31, 1996, and the related statements of
operations, shareholder's deficiency, and cash flows for the period December 1,
1995 (inception) through December 31, 1996. These financial statements are the
responsibility of Corbina's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about 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 that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Corbina Telecommunications
as of December 31, 1996, and the results of its operations and its cash flows
for the period December 1, 1995 (inception) through December 31, 1996 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that
Corbina will continue as a going concern. As discussed in Note 1 to the
financial statements, Corbina experienced a net loss of $209,813, has a working
capital deficiency of $214,257 and has a shareholder's deficiency of $126,629.
These matters raise substantial doubt about Corbina's ability to continue as a
going concern. Management's plans in regard to these matters are described in
Note 1. The accompanying financial statements do not include adjustments to
reflect the possible effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the
outcome of these uncertainties.

ERNST & YOUNG (CIS) LIMITED

Moscow, Russian Federation
January 24, 1997

F-27
<PAGE> 98

CORBINA TELECOMMUNICATIONS

BALANCE SHEET

DECEMBER 31, 1996
(US DOLLARS)

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash....................................................................... $ 22,487
Accounts receivable, net of allowance for doubtful accounts of $65,400..... 193,295
Prepaid expenses and other current assets.................................. 88,433
---------
Total current assets............................................................ 304,215
Property and equipment, net................................................... 87,628
---------
TOTAL ASSETS.................................................................... $ 391,843
=========

LIABILITIES AND SHAREHOLDER'S DEFICIENCY
Current liabilities:
Trade payables............................................................. $ 323,230
Other liabilities.......................................................... 195,242
---------
Total current liabilities....................................................... 518,472
Shareholder's deficiency:
Common stock, one million roubles par value, 140 shares authorized, issued
and outstanding........................................................... 30,568
Additional paid-in capital................................................. 52,616
Accumulated deficit........................................................ (209,813)
---------
TOTAL SHAREHOLDER'S DEFICIENCY.................................................. (126,629)
---------
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIENCY.................................. $ 391,843
=========
</TABLE>

See accompanying notes.

F-28
<PAGE> 99

CORBINA TELECOMMUNICATIONS

STATEMENT OF OPERATIONS

FOR THE PERIOD DECEMBER 1, 1995 (INCEPTION)
THROUGH DECEMBER 31, 1996
(US DOLLARS)

<TABLE>
<S> <C>
Revenues....................................................................... $1,011,914
Cost of services............................................................... 827,229
----------
Gross profit................................................................... 184,685
Selling, general and administrative expenses................................... 372,203
Foreign exchange translation loss on net monetary items........................ 13,056
----------
Loss before provision for income taxes......................................... 200,574
Provision for income taxes..................................................... 9,239
----------
Net loss....................................................................... $ 209,813
==========
Loss per share................................................................. $ 1,499
==========
Weighted average shares outstanding............................................ 140
==========
</TABLE>

See accompanying notes.

F-29
<PAGE> 100

CORBINA TELECOMMUNICATIONS

STATEMENT OF SHAREHOLDER'S DEFICIENCY

FOR THE PERIOD DECEMBER 1, 1995 (INCEPTION)
THROUGH DECEMBER 31, 1996
(US DOLLARS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
---------------- PAID- ACCUMULATED
SHARES AMOUNT IN CAPITAL DEFICIT TOTAL
------ ------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Capital contribution December 1, 1995.......... 140 $30,568 $ 30,568
Capital contributions.......................... $ 52,616 52,616
Net loss....................................... $(209,813) (209,813)
--- ------- ------- --------- ---------
Balance at December 31, 1996................... 140 $30,568 $ 52,616 $(209,813) $(126,629)
=== ======= ======= ========= =========
</TABLE>

See accompanying notes.

F-30
<PAGE> 101

CORBINA TELECOMMUNICATIONS

STATEMENT OF CASH FLOWS

FOR THE PERIOD DECEMBER 1, 1995 (INCEPTION)
THROUGH DECEMBER 31, 1996
(US DOLLARS)

<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net loss....................................................................... $(209,813)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation.............................................................. 14,533
Provision for doubtful accounts........................................... 65,400
Write-down of equipment................................................... 40,000
Foreign exchange loss..................................................... 13,056
Changes in operating assets and liabilities:
Accounts receivable....................................................... (271,751)
Prepaid expenses and other assets......................................... (88,433)
Trade payables............................................................ 323,230
Accrued taxes and other liabilities....................................... 195,242
---------
NET CASH PROVIDED BY OPERATING ACTIVITIES...................................... 81,464
INVESTING ACTIVITIES -- Purchases and advances for property and equipment...... (111,593)
FINANCING ACTIVITIES -- Capital contributions.................................. 52,616
---------
Net increase in cash........................................................... 22,487
Cash at beginning of period.................................................... --
---------
Cash at end of period.......................................................... $ 22,487
=========
</TABLE>

See accompanying notes.

F-31
<PAGE> 102

CORBINA TELECOMMUNICATIONS

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD DECEMBER 31, 1995 (INCEPTION)
THROUGH DECEMBER 31, 1996
(IN US DOLLARS UNLESS OTHERWISE INDICATED)

1. DESCRIPTION OF BUSINESS

Corbina Telecommunications ("Corbina"), a Russian legal entity registered
as a closed joint stock company, was founded on December 1, 1995. Corbina is
engaged primarily as a provider of long distance telecommunications services to
commercial customers in the Moscow metropolitan area. Corbina operates on the
basis of agreements entered into with long distance companies, primarily
Rustelnet, a Russian legal entity, through which it offers long distance service
features through its private telecommunications network.

From March 1996, commencement of operations, through December 31, 1996,
Corbina incurred losses aggregating $209,813, and as of December 31, 1996, its
current liabilities exceeded its current assets by $214,257 and its total
liabilities exceeded total assets by $126,629. These matters raise substantial
doubt about its ability to continue as a going concern. These financial
statements have been prepared assuming Corbina will continue as a going concern
and do not include any adjustments that may result from the outcome of this
uncertainty. In order for Corbina to strengthen its financial condition and to
operate profitably in future periods, it will need to expand its customer base
and continue to increase the telecommunications traffic purchased by its
customers. Such increases are largely dependent upon Corbina's ability to expand
its existing customer base. Corbina intends to achieve these increases through
an enhancement of the product and service offerings made available to its
existing and prospective customers, and through marketing efforts.

In order to acquire the capital needed to be able to provide such enhanced
products and services and to engage in such advertising and marketing
activities, Corbina's original shareholder has entered into an agreement with
Russian Wireless Telephone Company, Inc. ("Russian Wireless"). The agreement
provides, in part, that upon completion of an initial public offering
transaction which Russian Wireless intends to effect during 1997, Russian
Wireless will contribute $655,000 to Corbina's capital.

In January 1997, TelCom Group USA, Inc., an American corporation registered
in the state of Delaware, exercised an option to purchase 75% of the outstanding
capital stock of Corbina which had been granted to it by Corbina's shareholder
in July 1996. In February 1997, TelCom Group USA, Inc. changed its name to
Russian Wireless Telephone Company, Inc.

In October 1996, CompTel Ltd., a closed joint stock company organized under
the laws of the Russian Federation, was formed by Corbina's original shareholder
to obtain and manage the use of telecommunications licenses in the Russian
Federation as well as to construct and operate wireless telecommunications
systems in the Russian Federation. Toward this end, in October 1996, a 51%-owned
subsidiary of CompTel Ltd., Investelectrosvyaz, a closed joint stock company
organized under the laws of the Russian Federation, was formed in order to
exploit the licenses, including those used by Corbina, and to provide
telecommunications services. In March 1997, Russian Wireless Telephone Company,
Inc. acquired a 75% interest in CompTel Ltd.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Corbina maintains its records and prepares its statutory financial
statements in accordance with Russian accounting and tax legislation. The
accompanying financial statements have been prepared from the Russian accounting
records for presentation in accordance with accounting principles generally
accepted in the United States of America ("US GAAP"). The accompanying financial
statements differ from the financial

F-32
<PAGE> 103

CORBINA TELECOMMUNICATIONS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
statements used for statutory purposes in Russia in that they reflect certain
adjustments, not recorded in Corbina's books, which are appropriate to present
the financial position, results of operations and cash flows in accordance with
US GAAP. The principal adjustments relate primarily to foreign currency
translation, revenue and expense recognition, deferred income taxes, valuation
allowances for unrecoverable assets and depreciation and valuation of property
and equipment.

Foreign Currency Translation

Corbina reports to the Russian tax authorities in Russian rubles ("RUR")
and the accounting records are maintained in that currency. The accompanying
financial statements have been prepared in US dollars. Transactions and balances
not already measured in US dollars (primarily Russian rubles) have been
remeasured into US dollars in accordance with the relevant provisions of US
Financial Accounting Standard ("FAS") No. 52, "Foreign Currency Translation", as
applied to entities in highly inflationary economies.

Under FAS No. 52, revenues, costs, capital and non-monetary assets and
liabilities are translated at historical exchange rates prevailing on the
transaction dates. Monetary assets and liabilities are translated at exchange
rates prevailing on the balance sheet date. Exchange gains and losses arising
from remeasurement of monetary assets and liabilities that are not denominated
in US dollars are credited or charged to operations.

The exchange rates used on ruble denominated transactions and balances for
translation purposes as of December 31, 1996 for one US dollar was RUR 5,560. At
April 18, 1997, the rate had changed to RUR 5,753. The effect of this
devaluation of the ruble on monetary assets and liabilities has not been
determined.

The ruble is not a convertible currency outside the territory of Russia.
Within Russia official exchange rates were determined principally through
trading on the Moscow Interbank Currency Exchange ("MICEX") until May 17, 1996.
Although MICEX rates did occasionally diverge from market rates, they were
generally considered to be a reasonable approximation. Beginning May 17, 1996,
official exchange rates have been determined daily by the Central Bank of the
Russian Federation and have been generally considered to be a reasonable
approximation of market rates. The translation of ruble denominated assets and
liabilities into US dollars for the purpose of these financial statements does
not indicate that the Company could realize or settle in US dollars the reported
values of the assets and liabilities. Likewise, it does not indicate that the
Company could return or distribute the reported US dollar values of capital to
its shareholders.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.

Property and Equipment

Property and equipment are recorded at historical cost. Depreciation is
provided on the straight-line basis over the following estimated useful lives:

<TABLE>
<S> <C>
Network equipment........................................... 7 years
Computers................................................... 5 years
Office furniture and equipment.............................. 5 years
</TABLE>

F-33
<PAGE> 104

CORBINA TELECOMMUNICATIONS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Revenue Recognition and Taxes on Revenue

Revenue from telecommunications traffic is recognized in the period in
which the traffic occurs. Revenues are stated net of any value-added taxes
charged to customers. Certain other taxes on revenues were charged at rates
ranging from 1.9% to 3% during the period, and are charged to selling, general
and administrative expenses.

Net Loss Per Common Share

Net loss per common share was determined by dividing net income by the
weighted average number of shares outstanding. Average common equivalent shares
outstanding have not been included, as the computation would not be dilutive.

Income Taxes

Corbina computes and records income tax in accordance with FAS No. 109,
"Accounting for Income Taxes".

Government Pension Funds

Corbina contributes to the Russian Federation state pension, medical
insurance, social and employment funds on behalf of its employees. Corbina's
contribution was 38.5% of the employees' salaries and was expensed as incurred.

Concentration of Credit Risk and Major Customers

Accounts receivable consist of amounts due from customers for services
rendered. Financial instruments that potentially subject Corbina to credit risk
consist primarily of accounts receivable. Corbina's revenue and accounts
receivable are derived from a variety of international and Russian business
customers. During 1996, one customer accounted for 22% of revenues in 1996 and
42% of accounts receivable at December 31, 1996. As of December 31, 1996,
Corbina had no other significant concentrations of credit risk. Corbina deposits
its available cash with a Russian financial institution, which management
constantly monitors.

Fair Value of Financial Instruments

The fair market values of financial instruments, consisting of cash,
accounts receivable and accounts payable, which are included in current assets
and liabilities, are considered to be the carrying values.

3. PROPERTY AND EQUIPMENT

Property and Equipment consisted of the following at December 31, 1996:

<TABLE>
<S> <C>
Network equipment......................................... $ 51,837
Computers................................................. 47,152
Office furniture and equipment............................ 3,172
--------
102,161
Accumulated depreciation.................................. (14,533)
--------
$ 87,628
========
</TABLE>

F-34
<PAGE> 105

CORBINA TELECOMMUNICATIONS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. INCOME TAXES

The provision for income taxes consisted of the following:

<TABLE>
<S> <C>
Current..................................................... $9,239
Deferred.................................................... --
------
Total....................................................... $9,239
======
</TABLE>

The provision for income taxes differs from the amount computed by applying
the statutory rate of 35% because of the effect of the following items:

<TABLE>
<S> <C>
Tax expense (benefit) at statutory rate................... $(70,200)
Non-deductible expenses, net.............................. 23,628
Deferred tax valuation allowance.......................... 55,811
--------
Provision for income taxes................................ $ 9,239
========
</TABLE>

Deferred income taxes reflect the tax effect of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income taxes purposes. Corbina's deferred tax
balance consists of a deferred tax asset resulting from accruals and reserves
recorded for financial reporting purposes, but not deductible in the current
period for income tax purposes. A valuation allowance has been provided to
reduce the asset to a net zero balance.

5. COMMON STOCK

Corbina's common stock was issued in exchange for a contribution of
equipment. All items were new at the time of contribution and were valued at
their invoiced costs. Additional paid-in capital represents amounts paid by
Corbina's shareholder to fund the operations of the business. No dividends have
been declared or paid.

6. COMMITMENTS

Corbina has a non-cancelable operating lease for office space with a term
of five years. The total future minimum lease commitments are as follows:

Total rent expense for the period was $33,400.

7. CONTINGENCIES

Legislation and regulations regarding foreign currency transactions and
taxation in the Russian Federation is constantly evolving as the central
government manages the transformation from a command to a market oriented
economy. The various legislation and regulations are not always clearly written
and their interpretation is subject to the opinions of the local tax inspectors,
Central Bank officials and the Ministry of Finance. Instances of inconsistent
opinions between local, regional and national tax authorities and between the
Central Bank and Ministry of Finance are not unusual. Corbina believes that it
has paid or accrued all taxes that are applicable. Where practice concerning the
provision of taxes is unclear, Corbina has accrued tax liabilities based on
management's best estimate.

F-35
<PAGE> 106

CORBINA TELECOMMUNICATIONS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. CONTINGENCIES -- (CONTINUED)
The current regime of penalties and interest related to reported and
discovered violations of Russia's laws, decrees and related regulations are
severe. Penalties include confiscation and/or fines of up to 300% of the amounts
at issue. Interest is assessable at rates of 0.3% to 0.7% per day. As a result,
penalties and interest often result in amounts that are multiples of any
unreported taxes. In addition, the authorities have the right to seize bank
accounts and detain individuals for known or suspected violations.

Corbina's policy is to accrue contingencies in the accounting period in
which a loss is deemed probable and the amount is reasonably determinable. In
this regard, because of the uncertainties associated with the Russian tax and
legal systems, the ultimate tax as well as penalties and interest, if any,
assessed may be in excess of the amount expensed to date and accrued at December
31, 1996. Although such future assessments are possible and may be material, it
is the opinion of Corbina's management that such amounts, if any, will not have
a material effect on the financial condition of Corbina.

Corbina's operations and financial position will continue to be affected by
Russian political developments, including the application of existing and future
legislation and tax regulations. Corbina does not believe that these
contingencies, as related to its operations, are any more significant than those
of similar enterprises in Russia.

F-36
<PAGE> 107

CORBINA TELECOMMUNICATIONS

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30,
1997
(UNAUDITED)
---------------
(IN US DOLLARS)
<S> <C>
ASSETS
Current assets:
Cash.................................................................... $ 17,408
Accounts receivable, net................................................ 514,607
Accrued VAT, net........................................................ 133,523
Prepaid expense and other current assets................................ 66,163
----------
Total current assets......................................................... 731,701
Property and equipment, net.................................................. 190,865
----------
Total assets................................................................. $ 922,566
==========

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Trade payables.......................................................... $ 915,209
Accrued Taxes and other liabilities..................................... 212,097
----------
Total current liabilities.................................................... 1,127,306
Shareholders' deficiency..................................................... (204,740)
----------
Total liabilities and shareholders' deficiency............................... $ 922,566
==========
</TABLE>

See accompanying notes.

F-37
<PAGE> 108

CORBINA TELECOMMUNICATIONS

UNAUDITED CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
1996 1997
-------- ----------
(IN US DOLLARS)
<S> <C> <C>
Revenues....................................................... $155,984 $1,265,435
Cost of services............................................... 135,785 1,196,645
-------- ----------
Gross profit................................................... 20,199 68,790
Selling, general and administrative expenses................... 90,810 150,582
Foreign exchange translation loss (gain)....................... 533 (3,681)
-------- ----------
Net loss....................................................... $(71,144) $ (78,111)
======== ==========
Loss per share................................................. $ (508) $ (558)
======== ==========
Weighted average shares outstanding............................ 140 140
======== ==========
</TABLE>

See accompanying notes.

F-38
<PAGE> 109

CORBINA TELECOMMUNICATIONS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
1996 1997
-------- ---------
(IN US DOLLARS)
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES............................. $ 49,637 $ 109,437
INVESTING ACTIVITIES -- Purchases and advances for property and
equipment........................................................... (78,000) (114,516)
FINANCING ACTIVITIES -- Capital contributions......................... 30,668 --
-------- ---------
Net increase (decrease) in cash and cash equivalents.................. 2,305 (5,079)
Cash and cash equivalents at beginning of period...................... -- 22,487
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............................ $ 2,305 $ 17,408
======== =========
</TABLE>

See accompanying notes.

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<PAGE> 110

CORBINA TELECOMMUNICATIONS

NOTES TO FINANCIAL STATEMENTS -- (UNAUDITED)

1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Corbina Telecommunications (the "Company"), a Russian legal entity
registered as a closed joint stock company, was founded on December 1, 1995. The
Company is engaged primarily as a provider of long distance telecommunications
services to commercial customers in the Moscow metropolitan area. The Company
does not operate on the basis of a telecommunications license but, rather,
through agreements entered into with long distance companies, primarily
Rustelnet, a Russian legal entity, through which it offers long distance service
features through its private telecommunications network.

From January 1, 1997 through June 30, 1997, Corbina incurred losses of
$78,111, and as of June 30, 1997, its current liabilities exceeded its current
assets by $395,605 and its total liabilities exceeded total assets by $204,740.
These financial statements have been prepared assuming Corbina will continue as
a going concern and do not include any adjustments that may result from the
outcome of this uncertainty. In order for Corbina to strengthen its financial
condition and to operate profitably in future periods, it will need to continue
to increase the telecommunications traffic purchased from it by its customers.
Such increases are largely dependent upon Corbina's ability to expand its
existing customer base. Corbina intends to achieve these increases through an
enhancement of the product and service offerings made available to its existing
and prospective customers, and through marketing efforts.

Basis of Presentation

The accompanying unaudited condensed financial statements have been
prepared from the Russian accounting records in accordance with accounting
principles generally accepted in the United States of America ("US GAAP") for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X as issued by the United States Securities and Exchange
Commission and should be read in conjunction with Corbina's 1996 audited
financial statements. Accordingly, they do not include all of the information
and footnotes required by US GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal, recurring
accruals) considered necessary for a fair presentation of the financial
statements have been included. Operating results for the six-month period ended
June 30, 1997 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1997.

The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by US GAAP for complete financial statements.

Foreign Currency Translation

The Company reports to the Russian tax authorities in rubles ("RUR") and
the accounting records are maintained in that currency. The accompanying
condensed financial statements have been prepared in US dollars. Transactions
and balances not already measured in US dollars (primarily Russian rubles) have
been remeasured into US dollars in accordance with the relevant provisions of US
Financial Accounting Standard ("FAS") No. 52, "Foreign Currency Translation" as
applied to entities in highly inflationary economies.

The exchange rate used on ruble denominated transactions and balances for
translation purposes is the rate set by the Central Bank of the Russian
Federation. The rates at June 30, 1996, December 31, 1996, and

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<PAGE> 111

CORBINA TELECOMMUNICATIONS

NOTES TO FINANCIAL STATEMENTS -- (UNAUDITED) -- (CONTINUED)

1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
POLICIES -- (CONTINUED)
June 30, 1997 for one US dollar were RUR 5,083, RUR 5,560, and RUR 5,782
respectively. At August 8, 1997, the exchange rate had changed to RUR 5,802. The
effect of this devaluation of the ruble on monetary assets and liabilities has
not been determined.

The ruble is not a convertible currency outside the territory of Russia.
Within Russia, official exchange rates were determined principally through
trading on the Moscow Interbank Currency Exchange ("MICEX") until May 17, 1996.
Although MICEX rates did occasionally diverge from market rates, they were
generally considered to be a reasonable approximation. Beginning May 17, 1996,
official exchange rates are determined daily by the Central Bank of the Russian
Federation and are generally considered to be a reasonable approximation of
market rates. The translation of ruble denominated assets and liabilities into
US dollars for the purpose of these financial statements does not indicate that
the Company could realize or settle in US dollars the reported values of the
assets and liabilities. Likewise, it does not indicate that the Company could
return or distribute the reported US dollar values of capital to its
shareholders.

Reclassifications

Certain amounts in the prior period have been reclassified to conform to
current period presentation.

2. INCOME TAXES

The provision for income taxes varies from expected income tax expense
calculated at the statutory rate of 35% due primarily to valuation allowances
applied to deferred tax assets which are less likely than not to be realized as
well as to certain tax exemptions applicable under Russian tax legislation and
to the non-deductibility of certain expenses recorded under US GAAP.

F-41
<PAGE> 112

APPENDIX A

GLOSSARY OF SELECTED TERMS

Set forth below are certain technical terms defined as they are used in
this Prospectus.

Access: Access refers to the means by which a call is
connected from the end user's telephone to a long
distance carrier (i.e., regular local lines or
dedicated private lines). See Dedicated Access and
Switched Access.

Base Station: Transmitter, receiver, signaling and related
equipment located within an area served by
CompTel's proposed wireless local loop network.

Common Carriers: Companies which own or operate transmission
facilities and offer telecommunication services to
the general public on a nondiscriminatory basis.

Competitive Access
Providers: or CAPs, are businesses that offer local transport,
i.e., telecommunications facilities to other
interconnecting carriers in competition with the
LEC.

Dedicated Access: Access to a long-distance network over private
lines -- analog or digital -- reserved for the
specific use of a single entity.

Digital: A method of storing, processing and transmitting
information through the use of distinct electronic
or optical pulses that represent the binary digits
0 and 1. Digital transmission/switching
technologies employ a sequence of discrete,
distinct pulses to represent information, as
opposed to the continuously variable analog signal.

Exchange: An exchange is a call switching center, or an area
in which a carrier provides services under the
regulations and tariffs for that area.

Facilities-based: A facilities-based provider of telecommunications
services possesses its own call switching equipment
and transmission lines, regionally or nationally.

Facility: A facility is a transmission path between two or
more points provided by a carrier.

Fiber-Optic: A technology using light as a transmission
mechanism.

LATA: Local Access Transport Area -- a geographic area
within which a LEC can provide telephone services,
and between which a long distance carrier provides
services.

LEC: A LEC is a local exchange carrier -- that is, a
carrier which provides local exchange services in a
LATA or LATAs, but not between LATAs.

Local Loop: That portion of the public telecommunications
network which extends from the service provider's
switch to the individual home or business end-user.

Local Loop Services: Local telephony services.

Protocol: An all-inclusive term used to describe the various
control functions, tuning and methodology standards
by which a communications system operates, as well
as any other equipment system characteristics
necessary to ensure compatibility.

A-1
<PAGE> 113

Switch: A switch is equipment that routes local and long
distance telephone calls over communications paths
between geographic points, opens or closes circuits
or selects the paths or circuits to be used for
transmission of voice or data. Switching is the
process of interconnecting circuits to form a
transmission path between users.

Switch-based Reseller: Switch-based resellers lease facilities from
national carriers or large private line networks.
They resell long distance services over those
facilities under their own name and provide sales,
customer service, billing and technical support.
Switch-based resellers own or lease their own call
switching equipment and, in some cases, own their
own transmission facilities. They typically provide
originating telecommunications service on a
regional basis.

Switched Access: Access to long distance carriers via switches over
lines that are provided for public use rather than
over dedicated private lines.

Wireless Local Loop: Wireless Local Loop is a system that eliminates the
need for a wire (loop) connecting users to the
public switched telephone network, which is used in
conventional wired telephone systems, by
transmitting voice messages over radio waves for
the "last mile" connection between the location of
the customer's telephone and a base station
connected to the network equipment.

A-2
<PAGE> 114

APPENDIX B

THE RUSSIAN FEDERATION

The information set forth in this appendix has been derived from various
governmental and private publications which have not been prepared or
independently verified by the Company the Selling Stockholders or the
Underwriters or any of their respective advisors or affiliates. The Company is
not aware of any material misstatement with respect to the information set forth
in this appendix. Statistical data may vary from source to source as a result of
differences in the underlying assumptions or methodology used. Furthermore,
because of significant political, economic and other structural changes in
Russia in recent years, any such historical information presented herein may not
be indicative of future developments. In addition, the Company makes no
representation that any correlation will exist between Russia or its economy in
general and the performance of the Company. Prospective investors should
consider carefully the factors discussed in the Prospectus under "Risk Factors."

GENERAL

The Russian Federation is constituted as a federation of republics,
territories, regions (one of which is an autonomous region), cities of federal
importance and autonomous areas, all of which are equal subjects of the Russian
Federation. It is the largest state to emerge from the former Union of Soviet
Socialist Republics (the "Soviet Union"), covering an area of approximately
17,075,000 square kilometers, which is approximately 76% of the territory of the
former Soviet Union. Spanning eleven time zones, Russia covers one-eighth of the
world's land surface, making it the largest country in the world, almost twice
the size of the United States. The Russian Federation has a population of
approximately 148 million people.

Russia is a member of the United Nations (and a permanent member of its
Security Council), the International Monetary Fund (the "IMF"), the World Bank,
the International Finance Corporation and the European Bank for Reconstruction
and Development. The Russian Federation succeeded to the former Soviet Union's
observer status to the General Agreement on Tariffs and Trade which was granted
in May 1990 and has been granted Most Favored Nation status by some members of
the Organization for Economic Cooperation and Development ("OECD").

Russia and eleven other former Soviet republics joined together to form the
Commonwealth of Independent States (the "CIS") on December 21, 1991. Members of
the CIS have entered into a series of political and economic agreements among
themselves.

POLITICAL STRUCTURE AND RECENT POLITICAL DEVELOPMENTS

The Soviet Union, established in 1922, was a centralized communist system
comprised of 15 republics, including the Russian Soviet Federation Socialist
Republic (the "RSFSR"). In the mid-1980s, then-Soviet President Mikhail
Gorbachev introduced economic reforms under the principles of "glasnost" and
"perestroika." In August 1991, certain high ranking members of the Soviet
military and the Communist Party attempted a military coup which failed and
indirectly led to the disintegration of the Soviet Union.

After the collapse of the Soviet Union, Boris Yeltsin, who had been elected
President of the RSFSR in June 1991, continued to hold office as President of
the Russian Federation (the successor of the RSFSR). The Congress of People's
Deputies and the Supreme Soviet, the members of which were elected under the
Soviet Union, continued to act as the Russian Parliament until it was dissolved
in October 1993 by President Yeltsin. In response to such dissolution, on
October 3, 1993, certain members of the dissolved parliament and their
supporters led an insurrection which failed after President Yeltsin ordered the
military to take over the parliament building in Moscow.

On December 12, 1993, a new constitution (the "Constitution"), drafted
largely by President Yeltsin's administration and approved in a national
referendum, was adopted. The Constitution established a federal democracy with a
strong executive branch. The Constitution provides for a President with broad
powers, and a bicameral parliament. The lower house of parliament, called the
State Duma, comprises 450 deputies, half of

B-1
<PAGE> 115

whom are elected based on their party affiliation. The other half are elected by
a majority of voters in single constituencies. The upper house, the Federation
Council, is comprised of two representatives from each of the country's 89
regions, one from the regional legislative body and one from the regional
executive body. Because the President appoints the head of the regional
executive body, the President can indirectly influence the appointment of
one-half of the upper house. The President appoints the head of government, the
Prime Minister, who must then be approved in a majority vote by the State Duma.
The Prime Minister, in close consultation with the President, then designates a
cabinet of ministers. The President retains considerable power in his ability to
dissolve parliament.

Following the most recent parliamentary vote in December 1995, the
parliament was highly fragmented with the largest party in the State Duma, the
Communist Party of the Russian Federation, failing to achieve an absolute
majority. The next parliamentary vote is due before December 17, 1999.

President Boris Yeltsin, who has served as President of the Russian
Federation since the dissolution of the Soviet Union in December 1991, was
re-elected on July 3, 1996. He will serve a four-year term, with the next
presidential election due in June 2000. In the event that President Yeltsin is
forced to step down due to his poor health, becomes incapacitated or dies, the
Prime Minister would serve as acting head of state for three months, during
which time an election for a new President would be organized. Viktor
Chernomyrdin has served as Prime Minister since December 1992.

Anatoly Chubais and Boris Nemtsov, Mr. Yeltsin's former chief of staff, and
the Governor of Nizhny Novgorod, respectively, have been appointed as First Vice
Prime Ministers. Mr. Nemtsov is considered to be one of the strongest and most
promising young politicians in the Russian Federation, possessing substantial
influence with regard to matters of economic reform.

ECONOMIC CONDITIONS AND RECENT ECONOMIC DEVELOPMENTS

In the aftermath of the dissolution of the Soviet Union, particularly in
1991 and 1992, Russia's centrally planned economy experienced a crisis,
evidenced by a decline in living standards and gross domestic product ("GDP"),
hyperinflation and a rapid devaluation of the rouble.

In order to facilitate the redirection and stabilization of the economy,
the Russian government began in 1991 to implement several new policy
initiatives. Partly as a result of such initiatives, several economic indicators
began to show positive improvements. For example, the budget deficit contracted
from 11.1% of GDP in 1994 to 4.2% of GDP in 1995 and to 3.5% of GDP in 1996; and
inflation declined from 224% in 1994 to 131% in 1995 and to 24% in 1996. In
addition, high real interest rates and a 75% real appreciation of the exchange
rate were accompanied by a current account surplus and a reduction in the GDP
decline, with GDP falling 7% during the third quarter of 1996 as compared to the
comparable period of 1995. Form their peak in April 1996, real interest rates
more than halved to reach levels below 40% by the end of November 1996.

Although certain economic indicators improved, other aspects of the economy
have remained stagnant or worsened over the same period. According to the
Russian State Statistical Committee ("Goskomstat"), reported unemployment rose
to 9.2% by the end of 1996 from 8.2% a year earlier. However, real official
monthly wages increased by 17% by the end of the third quarter of 1996 as
compared to the comparable period of 1995.

Since 1991, the rouble has experienced a substantial devaluation. On
December 31, 1991, the Rouble/Dollar exchange rate set by the Moscow Interbank
Currency Exchange (the "MICEX"), the largest currency exchange in Russia, was
130 roubles per dollar. On July 5, 1995, the Russian Government and the Central
Bank announced their intention to support the rouble within a band of 4,300 to
4,900 roubles per dollar until October 1, 1995 and later extended the band until
December 31, 1995. The policy was subsequently extended to June 30, 1996 within
a new band of 4,550 to 5,150 roubles per dollar, and the policy was re-extended
to December 31, 1996 with the establishment of a new "crawling corridor"
declining from 5,000 to 5,600 roubles per dollar as of July 1, 1996 to 5,500 to
6,100 roubles per dollar as of December 31, 1996. On May 16, 1996, the day the
new "crawling" rouble corridor was announced, the Central Bank

B-2
<PAGE> 116

effectively replaced the daily MICEX exchange rate with a new daily fixing,
known as the Central Bank mid-market rate. On April 30, 1997, the MICEX rate was
5,700 roubles per dollar.

During the first part of 1996, monthly inflation slowed from 4.1% in
January to 0.8% in July. The rouble steadily devalued from 4,689 roubles per
dollar in January to 5,547 roubles per dollar in December, while remaining
within the rouble band. The budget deficit rose from 1.5% of GDP in January to
over 3.5% of GDP by the end of 1996. A Presidential decree in mid-1996 ordered a
transfer of 5 trillion roubles of Central Bank "profits" to cover the budget
deficit. Also, in 1996, an agreement was reached with the Paris Club of
international creditors (a committee of sovereign creditors to Russia) to
reschedule US$40 billion of debt over 25 years with an initial six-year grace
period on principal payments. In November 1996, the Russian Federation made its
Eurobond debut with a successful placement of a five year $1 billion bond
offering bearing interest at the rate of 9.25% per annum.

LEGAL ENVIRONMENT

The Russian Federation has a legal system based on civil law, of which the
fundamental body of legislation is the Civil Code, which has priority over most
other legislation. Bodies of law which were non-existent in the Soviet period
have been adopted in the last few years, covering a wide range of substantive
areas including, among other things, antitrust, banking, bankruptcy, corporate,
privatization, property and securities. For instance, substantial sections of
the First and Second Parts of the Civil Code became effective in January 1995
and March 1996, respectively, the Federal Law on Joint Stock Companies became
effective in January 1996, the Federal Law on the Securities Market in April
1996 and the Federal Law on Banks and Banking Activities became effective in
February 1996.

The Russian judicial system consists of three branches of courts. General
practice cases fall within the jurisdiction of district courts and regional
courts under the supervision of the Supreme Court of the Russian Federation.
Disputes regarding commercial matters fall within the jurisdiction of a system
of civil courts under the supervision of the High Arbitration Court of the
Russian Federation. Constitutional matters are resolved by the Constitutional
Court. In instances involving a foreign party (or a Russian party which has
foreign shareholders) or an economic activity outside the Russian Federation;
parties may submit a dispute to arbitration before the International Commercial
Arbitration Court established under the Chamber of Trade and Industry of the
Russian Federation.

FOREIGN INVESTMENT

Since 1991, the Government has undertaken a number of legal and economic
measures designed to stimulate foreign investment. The first major step was the
adoption of the Law on Foreign Investment in July 1991 (the "Foreign Investment
Law"), which permits a wide range of foreign investment activities in Russia.
The Foreign Investment Law is the primary body of legislation relating to
foreign investment although specific provisions in various other legislation
including the basic corporate, tax, customs, accounting and other laws
applicable to businesses operating in Russia often create practical difficulties
for foreign investors. The Foreign Investment Law allows the repatriation of
profits, duty-free import and export of goods and services for enterprises with
over 30% foreign equity participation and lower tax rates for foreign investment
in certain sectors of the economy. The Foreign Investment Law prohibits
nationalization without quick, adequate and effective compensation.

According to information provided by the State Communications Committee,
the aggregate amount of direct foreign investment (excluding portfolio
investments), including investment credits, in the Russian telecommunications
industry approximated US$520.3 million in 1995. During the first six months of
1996, foreign investment totalled $2 billion.

EXCHANGE CONTROLS AND REPATRIATION

Russian currency exchange legislation limits the exchange of roubles for
foreign currency and the use of foreign currency in Russia. Russian currency
legislation currently permits, and Russian foreign investment legislation
currently guarantees, the right of foreign investors to transfer abroad income
received on

B-3
<PAGE> 117

investments in Russia (including, without limitation, profits, dividends and
interest), provided such income was received in foreign currency and was subject
to payment of all applicable taxes and duties. Russian currency legislation also
permits legal entities to convert roubles into foreign currency for purposes of
making dividend and interest payments.

Foreign currency may be freely exchanged for roubles in Russia, but the
exchange of roubles for foreign currency in Russia is restricted and roubles may
not be exported or exchanged outside of Russia. Residents are required to
convert 50% of all amounts received in foreign currency from export transactions
into roubles, but may exchange roubles for foreign currency if they can document
"current" foreign currency transactions (including payments of interest and
dividends), or have permission from the Central Bank to engage in certain other
transactions. Non-residents may freely convert foreign currency into roubles,
but may only do so through rouble accounts which are subject to strict
regulations.

The currency exchange rules govern transactions in foreign currency and
currency valuables (including foreign currency-denominated securities) between
Russian residents (including citizens, permanent residents and legal entities
established under Russian law) and between residents and non-residents. Russian
currency legislation distinguishes between "current" foreign exchange
transactions and foreign currency transactions involving a "movement of
capital."

"Current" foreign currency transactions generally may be freely carried out
between residents and between residents and non-residents. "Movement of capital"
transactions in foreign currency, including the purchase and sale of securities
and real estate transactions, generally require a license from the Central Bank.
The prevailing view is that the license is only required for Russian residents
involved in such "movement of capital" transactions. Cash transactions in
foreign currency are generally prohibited within the Russian Federation;
however, certain obligations may be paid in foreign currency by means of credit
cards or wire transfers.

Foreign investors which are legal entities may purchase rouble-denominated
shares from, and sell rouble-denominated shares to, Russian residents with
settlement in roubles via a special rouble investment account. Foreign investors
may also use such rouble investment account to receive rouble proceeds from
investments in rouble-denominated shares (profit, dividends and proceeds from
the sale of such rouble-denominated shares). Roubles received into such rouble
investment account may be converted into foreign currency and subsequently may
be repatriated, subject to payment of all applicable taxes and duties. Russian
tax legislation currently requires a foreign investor to register with the tax
authorities prior to opening such a rouble investment account. The Central Bank
recently further relaxed restrictions on the use of roubles by foreign investors
for transactions in government securities.

On January 1, 1996, an import passport was introduced which now extends to
exports as well. Such "passport" must be obtained from the importer's bank for
payments based upon import contracts. The importer has 180 days either to
document the entry of the goods with the Russian Customs Service or to return
the hard currency issued in payment for the goods.

TAXATION AND DUTIES

Entities engaged in commercial activity in Russia must be registered with
the tax inspectorate in each location in which they operate and must submit an
annual tax declaration.

Taxes are charged by federal, regional and local authorities. The profit
tax, which is imposed on the basis of federal legislation, is payable to the
federal tax authorities at the rate of 13% and to the regional tax authorities
at rates which the regional tax authorities establish, but in no case more than
22%. The profit tax is calculated on the basis of a company's net profits,
calculated according to Russian accounting principles, which does not provide
for deduction of certain expenses which would be deductible under U.S. GAAP.

Social security contributions by employers are payable to four different
funds and total 38.5% of wages and salaries paid to Russian employees (or more,
depending on the locality).

B-4
<PAGE> 118

A value-added tax ("VAT") of 20% is imposed on the customs value of
imported goods, on goods supplied within the Russian territory and on certain
services. Exemptions from VAT are available in certain circumstances for goods
imported as contributions to the capital stock of Russian companies. Customs
duties are imposed at high rates on a wide range of imports.

An excise tax is levied on nearly all goods considered to be in a "luxury"
bracket, such as cars, jewelry, alcohol and cigarettes. In March 1995, this tax
was dramatically increased to between 35% and $250%.

In addition to the foregoing taxes and duties, each Russian jurisdiction
may impose certain regional and local taxes. In Moscow, for example, such taxes
include an advertising tax (currently 5% of the value of advertising services
purchased), a transport tax (currently 1% of salary expenses), an education tax
(currently 1% of salary expenses), a housing tax (currently 1.5% of revenues),
and a road-users tax (currently 2.5% of revenues).

CITY OF MOSCOW

Moscow is the largest city of the Russian Federation. According to
Goskomstat, the City of Moscow has a population of nearly 8,717,400, with a
further 6,625,700 in the surrounding region. Moscow is the capital of the
Russian Federation, Russia's principal commercial and financial center and is
also a major Russian industrial center.

Like many other Russian cities, Moscow has experienced a significant
downturn in the industries that were the traditional base of its economy,
including the automobile, heavy equipment, chemicals, pharmaceutical and food
processing industries. Many major companies have been forced to suspend
operations temporarily for various periods. This reduction in economic activity
has been somewhat ameliorated by substantial growth in the financial, tourist
and service sectors in Moscow, the development of the hotel sector and the
growth of private wealth among a small but growing class of entrepreneurs based
primarily on trading activities. Thus, although the purchasing power of most
Moscow residents has fallen since 1991, there is a growing group of
entrepreneurs and individuals employed directly or indirectly by domestic and
international firms and joint ventures in Russia, hotels, banks and investment
institutions that have substantially more purchasing power than they had in
1991. This is evidenced by the rapidly growing market for imported consumer
goods in Moscow.

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======================================================

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER,
SOLICITATION OR SALE MADE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THE PROSPECTUS.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Prospectus Summary.................... 3
Risk Factors.......................... 13
Use of Proceeds....................... 28
Dilution.............................. 30
Capitalization........................ 31
Dividend Policy....................... 31
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 32
Business.............................. 37
Management............................ 54
Certain Relationships and Related
Transactions........................ 57
Principal Security Holders............ 59
Selling Stockholders.................. 60
Concurrent Registration of
Securities.......................... 60
Description of Securities............. 60
Shares Eligible for Future Sale....... 63
Underwriting.......................... 65
Legal Matters......................... 66
Experts............................... 66
Financial Statements.................. F-1
Appendix A............................ A-1
Appendix B............................ B-1
</TABLE>

Until , 1997 (twenty-five days after the date of this
Prospectus), all dealers effecting transactions in the registered securities,
whether or not participating in the distribution thereof, may be required to
deliver a Prospectus. This is in addition to the obligation of dealers to
deliver a Prospectus when acting as Underwriters and with respect to their
unsold allotment or subscriptions.

======================================================

RUSSIAN WIRELESS
TELEPHONE
COMPANY, INC.

1,650,000 SHARES OF
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------

J. W. BARCLAY & CO., INC.

, 1997

======================================================
<PAGE> 120

[Alternate Prospectus -- Cover Page]
PROSPECTUS

RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
1,155,000 SHARES OF COMMON STOCK
462,500 FOUR YEAR WARRANTS, 2,000,015 FIVE YEAR WARRANTS AND 2,462,515 SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF SUCH WARRANTS

25,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF AN OPTION

OFFERED BY CERTAIN SELLING SECURITYHOLDERS

This Prospectus relates to 1,155,000 shares of the Common Stock, $.01 par
value (the "Common Stock"), of Russian Wireless Telephone Company, Inc., a
Delaware corporation (the "Company"), 462,500 warrants issued by the Company in
connection with its second private placement of securities, each of which
entitles the holder thereof to purchase one share of Common Stock at an exercise
price of $7.70 per share during the three year period ending on April 18, 1999
(the "Second Private Placement Warrants"), 2,000,015 warrants issued by the
Company in connection with its third private placement of securities, each of
which entitles the holder thereof to purchase one share of Common Stock at an
exercise price of $5.75 per share during the five year period ending on the
fifth anniversary of the date of this Prospectus (the "Third Private Placement
Warrants" which, together with the Second Private Placement Warrants, are
sometimes hereinafter collectively referred to as the "Warrants"), 2,462,515
shares of Common Stock issuable upon exercise of the Warrants, as well as 25,000
shares of Common Stock issuable upon exercise of a three year common stock
purchase option held by Jack W. Buechner, the Chairman of the Company's Board of
Directors (the "Buechner Option"), all of which are being offered by certain
selling securityholders (the "Selling Securityholders"). The Company will not
receive any of the proceeds from the sale of such securities.

Prior to this offering, there has been no market for either the Common
Stock being offered by the Company concurrently with this Offering.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" BEGINNING ON PAGE 14 AND
"DILUTION".

The Warrants will not be listed or traded on any established market.
Although it is anticipated that the Common Stock will be traded in the
over-the-counter market on the OTC Bulletin Board maintained by the National
Association of Securities Dealers, Inc. (the "OTC Bulletin Board"), there can be
no assurance that such a market will develop, or if one does develop, that it
will be maintained, after the completion of this Offering. See "Risk Factors"
and "Underwriting."

In addition to (i) the 1,155,000 shares of Common Stock, 2,450,015 Warrants
(and the shares of Common Stock issuable upon exercise thereof), as well as the
25,000 shares of Common Stock issuable upon exercise of the Buechner Option
which are being offered by the Selling Securityholders, the Registration
Statement of which this Prospectus is a part also covers up to 1,867,500 shares
of Common Stock which are being offered by the Company; and 30,000 shares of
Common Stock being offered by a selling stockholder.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is , 1997
<PAGE> 121

[Alternate Prospectus Page]

THE OFFERING

Securities offered by
The Selling Securityholders....... 1,155,000 shares of Common Stock;
462,500 Second Private Placement
Warrants, 2,000,015 Third Private
Placement Warrants; 2,462,575 shares
of Common Stock issuable upon
exercise of the Warrants, and 25,000
shares of Common Stock, subject to
issuance upon exercise of the
Buechner Option

Offering Price
per share of Common Stock......... $[ ]

per Warrant....................... $[ ]

Net proceeds to the Company......... The Company will not receive any
proceeds from the sale of shares
offered by the Selling
Securityholders

Common Stock Outstanding
Before the Offering(1)............ 2,485,000 shares

Common Stock to be
Outstanding After
the Offering(2)................... 4,105,000 shares

Exercise Terms...................... Each Second Private Placement Warrant
entitles the holder thereof to
purchase one share of Common Stock at
an exercise price of $7.70 per share
during the three year period ending
on April 18, 1999.

Each Third Private Placement Warrant
entitles the holder thereof to
purchase one share of Common Stock at
an exercise price of $5.75 (subject
to adjustment in certain
circumstances) during the five year
period ending on the fifth
anniversary of the date of this
Prospectus.

OTC Bulletin Board Symbol:
Common Stock(3)................... RWTC

CONCURRENT OFFERING BY THE COMPANY

Securities offered by the
Company:............................ 1,620,000 shares of Common Stock

Offering price per share............ $7.00

Net Proceeds to the Company......... $9,084,200

[Alternate Prospectus Page]

connection with the development and
construction of Investelektro's
proposed wireless local loop
telecommunications system in the
Moscow Region, to repay $3,309,000 of
indebtedness and for working capital.
See "Use of Proceeds;" and
"Management's Discussion and Analysis
of Financial Condition and Results of
Operations -- Liquidity and Capital
Resources."

Risk Factors........................ The Offering involves a high degree of
risk including, but not limited to,
(i) risks of a political, economic
and social nature regarding the
Russian Federation; (ii) currency,
and dividend payment restrictions
pertaining to the Company's Russian
subsidiaries; (iii) risks pertaining
to the Russian legal system; and (iv)
risks relating to the Company, such
as its limited operating history, its
dependence on key management in the
US and the Russian Federation, the
Company's ability to manage the
growth and expansion that will be
necessary to achieve profitability,
the competitive environment for long
distance services in the Russian
Federation, the problems inherent in
introducing new telecommunications
technology such as wireless local
loop service; and (v) other risks,
such as the absence of a prior market
for the Company's securities, the
large number of shares of the
Company's Common Stock that will be
available for future sale and
substantial immediate dilution. See
"Risk Factors" beginning on page 14.
- ---------------
(1) Does not include up to 4,237,515 shares of Common Stock consisting of (i)
750,000 shares issuable upon exercise of common stock purchase warrants
issued to investors in the Company's first private placement of securities
(the "First Private Placement Warrants"); (ii) 462,500 shares issuable upon
exercise of common stock purchase warrants issued to investors in the
Company's second private placement of securities (the "Second Private
Placement Warrants"), all of which are being offered for sale pursuant to a
separate prospectus by certain Selling Securityholders; (iii) 2,000,015
shares issuable upon exercise of common stock purchase warrants issued to
investors in the Company's third private placement of securities (the "Third
Private Placement Warrants"), all of which are being offered for sale
pursuant to a separate prospectus by certain Selling Securityholders; (iv)
25,000 shares issuable upon exercise of an option issued to Jack W.
Buechner, the Chairman of the Company's Board of Directors (the "Buechner
Option"); and (v) 1,000,000 shares reserved for issuance under the Company's
Omnibus Stock Option Plan (including 250,000 shares thereof issuable to Mr.
Leibov pursuant to his employment agreement with the Company upon the
occurrence of certain events. See "Description of Securities;" "Management;"
and "Concurrent Registration of Securities."

[Alternate Prospectus Page]

underlying the Buechner Option are issued. See "Management;" "Description of
Securities;" and "Underwriting."

(3) The Warrants will not be listed or traded on any market or exchange. The
Company anticipates that the Common Stock will be quoted on the OTC Bulletin
Board. An OTC Bulletin Board quotation listing does not imply that a liquid
and active market will develop or be sustained for the securities upon
completion of the Offering.
<PAGE> 124

[ALTERNATE PROSPECTUS PAGE]

CONCURRENT OFFERING BY THE COMPANY

Concurrently with this Offering, the Company is offering, pursuant to a
separate prospectus included in the Registration Statement of which this
Prospectus forms a part, 1,620,000 shares of Common Stock (subject to an option
granted to the Underwriters to purchase an additional 247,500 shares of Common
Stock to cover over-allotments).
<PAGE> 125

[ALTERNATE PROSPECTUS PAGE]

SELLING SECURITYHOLDERS

In accordance with the Company's obligations to the investors who purchased
securities in the Second Private Placement and the Third Private Placement, the
Company has registered for sale, pursuant to this Prospectus, 300,000 shares of
Common Stock, 462,500 Second Private Placement Warrants and 2,000,015 Third
Private Placement Warrants for sale by the Selling Securityholders identified
below. The Company has also registered for sale, pursuant to this Prospectus,
880,000 shares of Common Stock, 855,000 shares of which are being offered for
sale by three of the Company's principal stockholders and 25,000 shares of which
shall be issuable to Jack W. Buechner, the Chairman of the Company's Board of
Directors, upon his exercise of a three year option to purchase such shares at
an exercise price of $2.00 per share (the "Buechner Option"). The Buechner
Option will expire on May 21, 1998. Except for Mr. Buechner, none of the Selling
Securityholders was an officer, director, or employee of the Company during the
past three years, or had any other relationship with the Company during such
period, other than as an investor. Such securities represent each investor's
total beneficial holdings of the Company's Common Stock and warrants. The
Selling Securityholders have agreed with J.W. Barclay & Co., Inc. (the
"Representative"), the representative of the Underwriters of the concurrent
offering being made by the Company, not to sell any of the securities which have
been registered for sale pursuant to the Registration Statement of which this
Prospectus forms a part for a period of 24 months from the date of this
Prospectus without the prior written consent of the Representative. All of the
Common Stock and warrants held by the Selling Securityholders are being offered
for sale pursuant to this Prospectus for their respective accounts. Accordingly,
it is anticipated that none of such securities will be owned by such Selling
Securityholders after completion of the Offering. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Plan of Distribution."

The following table sets forth the name of each Selling Securityholder, and
the number of shares of Common Stock and warrants that each Selling
Securityholder beneficially owned directly or indirectly on the date of this
Prospectus.

<TABLE>
<CAPTION>
SECURITIES OWNED AND
OFFERED BY EACH SELLING
SECURITYHOLDER
--------------------------
NAME COMMON STOCK WARRANTS
- ---------------------------------------------------------------------------- ------------ ---------
<S> <C> <C>
J.P. Downey................................................................. 285,000
Ernest Ferrante............................................................. 285,000
Paul Signoracci............................................................. 285,000
Royal Bank of Scotland...................................................... 150,000 1,000,005(2)
Per Eric Dahl............................................................... 350,000(3)
Jerome and Ann Coppola...................................................... 40,000 266,668(2)
Harold Singer............................................................... 30,000 200,001(2)
Jack W. Buechner(1)......................................................... 25,000
Dale Bertling............................................................... 10,000 66,667(2)
Kenneth Delonge............................................................. 10,000 66,667(2)
Howard M. Pack.............................................................. 10,000 66,667(2)
Michael Ciasulli............................................................ 50,000(3)
Wayne and Louella Adams..................................................... 5,000 33,334(2)
Christopher Cirillo......................................................... 5,000 33,334(2)
Boyd Corliss................................................................ 5,000 33,334(2)
Richard David............................................................... 5,000 33,334(2)
Leon Feldan................................................................. 5,000 33,334(2)
David Hanos, Jr............................................................. 5,000 33,334(2)
Bernard Kolkana............................................................. 5,000 33,334(2)
Charles Leithauser.......................................................... 5,000 33,334(2)
E. Dale Miller.............................................................. 5,000 33,334(2)
Thomas Zenick............................................................... 5,000 33,334(2)
Lawrence Dunn............................................................... 25,000(3)
Slate Daiagi Realty......................................................... 25,000(3)
Colonial Electric Consulting Corp........................................... 12,500(3)
--------- ---------
1,180,000 2,462,515
========= =========
</TABLE>

- ---------------
(1) As of the date of this Prospectus, Mr. Buechner does not own, but does
possess, pursuant to the Buechner Option, the right to purchase such shares
of Common Stock. Such shares are being offered hereby subject to their
issuance upon Mr. Buechner's timely exercise of the Buechner Option.

(2) Third Private Placement Warrants.

(3) Second Private Placement Warrants.
<PAGE> 126

[ALTERNATE PROSPECTUS PAGE]

PLAN OF DISTRIBUTION

The Selling Securityholders have advised the Company that sales of their
Common Stock and warrants may be effected from time to time in transactions
(which may include block transactions) in the over-the-counter market, in
negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated prices. The Selling Securityholders may effect such transactions
by selling their Common Stock and warrants directly to purchasers or through
broker-dealers which may act as agents or principals. Such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Securityholders and/or the purchasers of the Selling
Securityholders' Common Stock and/or warrants for whom such broker-dealers may
act as agents or to whom they sell as principal, or both (which compensation as
to a particular broker-dealer might be in excess of customary commissions). Such
compensation may necessitate a filing with the NASD pursuant to Notice to
Members 88-101. The Selling Securityholders and any broker-dealer that acts in
connection with the sale of the Selling Securityholders' Common Stock and/or
warrants might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act. Each of the Selling Securityholders is obligated to
comply with certain rules promulgated by the SEC designed to prevent
manipulative and deceptive practices, including Rules 10b-2, 10b-6 and 10b-7
promulgated under the Securities Exchange Act of 1934. The Representative does
not currently plan to participate in the sale of securities of the Selling
Securityholders.

At the time any offer of securities is made by or on behalf of a Selling
Securityholder, a prospectus supplement might need to be circulated to disclose
the number of shares being offered and the terms of the offering, the name or
names of any underwriters, dealers or agents participating in the offering, the
purchase price paid by any underwriter for shares purchased from the Selling
Securityholders, and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, and the proposed selling price to the public.

The Selling Securityholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of their
securities against certain liabilities, including liabilities arising under the
Securities Act.

All costs, expenses and fees in connection with the registration of the
shares of Common Stock and warrants offered by the Selling Securityholders will
be borne by the Company. Brokerage commissions, if any, attributable to the sale
of the securities offered by the Selling Securityholders will be borne by the
Selling Securityholders.
<PAGE> 127

======================================================

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................
Prospectus Summary....................
Risk Factors..........................
Use of Proceeds.......................
Dilution..............................
Capitalization........................
Dividend Policy.......................
Management's Discussion and Analysis
of Financial Condition and Results
of Operations.......................
Business..............................
Management............................
Certain Relationships and Related
Transactions........................
Principal Security Holders............
Selling Securityholders...............
Plan of Distribution..................
Description of Securities.............
Shares Eligible for Future Sale.......
Concurrent Offering by the Company....
Legal Matters.........................
Experts...............................
Financial Statements..................
</TABLE>

======================================================
[ALTERNATE PROSPECTUS BACK COVER PAGE]

======================================================

1,155,000 SHARES OF COMMON STOCK

462,500 FOUR YEAR WARRANTS

2,000,015 FIVE YEAR WARRANTS

2,462,515 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE
OF SUCH WARRANTS

25,000 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE
OF AN OPTION

OFFERED BY CERTAIN
SELLING SECURITYHOLDERS OF

RUSSIAN WIRELESS
TELEPHONE
COMPANY, INC.
--------------------

PROSPECTUS
--------------------
, 1997

======================================================
<PAGE> 128

PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article VIII of the bylaws of Russian Wireless Telephone Company, Inc. (the
"Company") provides for the indemnification of directors and officers to the
fullest extent permitted by law.

Section 102(b)(7) of the General Corporation Law of the State of Delaware
grants corporations the right to limit or eliminate the personal liability of
their Directors in certain circumstances in accordance with provisions therein
set forth. Article 10 of the Company's Certificate of Incorporation, a copy of
which is filed as an exhibit to this Registration Statement, and incorporated
herein by reference, provides for the elimination of personal liability of a
Director to the Corporation or its stockholders for monetary damages for the
breach of the Director's fiduciary duty to the full extent allowable under
Section 102(b)(7).

Section 145 of the General Corporation Law of the State of Delaware grants
corporations the right to indemnify their Directors, officers, employees and
agents in accordance with the provisions therein set forth. Article 8 of the
Company's Bylaws, filed as an exhibit to this Registration Statement, and
incorporated herein by reference, provides for indemnification of such person to
the full extent allowable under applicable law.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

The Company has applied for directors' and officers' liability insurance
coverage with limits of $1,000,000 per occurrence.

In the Underwriting Agreement relating to the Common Stock and Warrants
being offered hereunder, the underwriters have agreed to indemnify the Company's
directors and certain of its officers, upon the terms and under the
circumstances described therein, as to certain civil liabilities, including
liabilities under the Securities Act. The Company has also entered into
indemnification agreements with each of its directors and officers which provide
for indemnification to the fullest extent permitted by law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale of
Common Stock being registered. All amounts are estimates except the registration
fee and the NASD fee.

<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
---------
<S> <C>
SEC Registration fee.............................................. $ 11,632
NASD Filing fee................................................... 4,338
Printing expenses................................................. 170,000
Legal fees and expenses........................................... 300,000
Accounting fees and expenses...................................... 300,000
Blue sky fees and expenses........................................ 95,000
Stock certificates................................................ 5,000
Miscellaneous..................................................... 34,030
--------
Total................................................... $920,000
========
</TABLE>

II-1
<PAGE> 129

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the three year period which ended on the date of filing of this
Registration Statement, the Registrant sold the unregistered securities
hereinbelow described.

April 26, 1994 -- issuance of 550,000 shares of Registrant's Common Stock,
$.01 par value (the "Common Stock") to Ronald G. Nathan in consideration for
payment of $11,600. No underwriter, no discounts, no commissions. Exempt from
registration pursuant to Rule 506 of Regulation D promulgated under the
Securities Act ("Rule 506"). Mr. Nathan was considered to be an accredited
investor, as such term is defined by Rule 501 of Regulation D promulgated under
the Securities Act (an "Accredited Investor"), at the time when such transaction
was consummated.

June 15, 1994 -- issuance of 488,000 shares of Common Stock to Harvey Block
at inception for financial consulting services rendered prior to inception and
for services rendered through June 15, 1994 in the amount of $11,600. Exempt
from registration pursuant to Rule 506. Mr. Bloch was considered to be an
Accredited Investor at the time when such transaction was consummated.

June 1994 -- Registrant issued 12% unsecured promissory notes in the
aggregate principal amount of $735,000, and warrants to purchase 750,000 shares
of Common Stock to the investors identified below in connection with a private
placement of 7.5 units consisting of such securities at an offering price of
$100,000 per unit which was exempt from registration pursuant to Rule 506. Each
of such investors was considered to be an Accredited Investor at the time of
issuance of such securities. White Rock Partners & Co., Inc. served as placement
agent in connection with said placement and received a consulting fee and
non-accountable expense allowance of $75,000 and $22,500, respectively, in
connection therewith.

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NAME UNITS WARRANTS
--------------------------------------------------------------- --------- ---------
<S> <C> <C>
Hilda O'Connor................................................. 1/4 25,000
Timothy Martin................................................. 1 1/2 150,000
Elliot Braun................................................... 1/2 50,000
Jeffrey Mulgeier............................................... 1/2 50,000
James Noonan................................................... 1/2 50,000
Jai Guar....................................................... 1/2 50,000
Leah Hammerman................................................. 1/4 25,000
George Rutland................................................. 1 1/2 150,000
Charles Burkridge.............................................. 1/2 50,000
Zoger Investment Corp.......................................... 1 100,000
Sean Leahy..................................................... 1/2 50,000
--- -------
Total................................................ 7 1/2 750,000
</TABLE>

October 1994 -- Registrant issued 12% unsecured promissory notes in the
aggregate principal amount of $980,000, and warrants to purchase 500,000 shares
of Common Stock to the investors identified below in connection with a private
placement of 10 units consisting of such securities at an offering price of
$100,000 per unit which was exempt from registration pursuant to Rule 506. Each
of such investors was considered to be an Accredited Investor at the time of
issuance of such securities. The Registrant's obligations pursuant to such notes
shall become due and payable on the earlier to occur of (i) the date of closing
of its initial public offering of securities, or (ii) October 31, 1997. White
Rock Partners & Co., Inc. and CMA Analytical Service, Inc. served as placement
agents in connection with said placement and received a consulting fee and non-
accountable expense allowance of $100,000 and $30,000, respectively, in
connection therewith.

II-2
<PAGE> 130

<TABLE>
<CAPTION>
NAME NUMBER OF UNITS NUMBER OF WARRANTS
--------------------------------------------------- --------------- ------------------
<S> <C> <C>
Slate Daiagi Realty................................ 1/2 25,000
Lawrence T. Dunn III............................... 1/2 25,000
Michael Ciasulli................................... 1 50,000
Lehman Brothers.................................... 7 350,000
Colonial Electric Consultant Corp.................. 1 50,000
--
-------
Total.................................... 10 500,000
</TABLE>

December 15, 1994 -- issuance of 600,000 shares of Common Stock to Ronald
G. Nathan in consideration for Registrant in the amount of $180,000. Exempt from
registration pursuant to Rule 506. Mr. Nathan was considered to be an Accredited
Investor at the time when such transaction was consummated.

December 19, 1994 -- issuance of 285,000 shares of Common Stock to J.P.
Downey in consideration for services rendered to the Registrant in the amount of
$1,850. Exempt from registration pursuant to Rule 506. Mr. Downey was considered
to be an Accredited Investor at the time when such transaction was consummated.

December 19, 1994 -- issuance of 285,000 shares of Common Stock to Ernest
Ferrante in consideration for services rendered to the Registrant in the amount
of $1,850. Exempt from registration pursuant to Rule 506. Mr. Ferrante was
considered to be an Accredited Investor at the time when such transaction was
consummated.

December 19, 1994 -- issuance of 285,000 shares of Common Stock to Paul
Signoracci in consideration for services rendered to the Registrant in the
amount of $1,850. Exempt from registration pursuant to Rule 506. Mr. Signoracci
was considered to be an Accredited Investor at the time when such transaction
was consummated.

December 23, 1994 -- issuance of 800,000 shares of Common Stock to
Inversiones Santa Catalina, N.V. in consideration for payment in the amount of
$8,000. Exempt from registration pursuant to Rule 506. Said investor was
considered to be an Accredited Investor at the time when such transaction was
consummated.

December 23, 1994 -- issuance of 25,000 shares of Common Stock to Solomon
Klotz in consideration for payment in the amount of $50.00. Exempt from
registration pursuant to Rule 506. Mr. Klotz was considered to be an Accredited
Investor at the time when such transaction was consummated.

December 23, 1994 -- issuance of 5,000 shares of Common Stock to James
Staff in consideration for payment in the amount of $50.00. Exempt from
registration pursuant to Rule 506. Mr. Staff was considered to be an Accredited
Investor at the time when such transaction was consummated.

December 23, 1994 -- issuance of 5,000 shares of Common Stock to Thomas
Turnure in consideration for payment in the amount of $50.00. Exempt from
registration pursuant to Rule 506. Mr. Tenure was considered to be an Accredited
Investor at the time when such transaction was consummated.

February 1996 -- Registrant issued 8% unsecured promissory notes in the
aggregate principal amount of $1,050,000, 300,000 shares of Common Stock and
warrants to purchase 2,000,015 shares of Common Stock to the investors
identified below in connection with a private placement of 30 units consisting
of such securities at an offering price of $35,000 per unit which was exempt
from registration pursuant to Rule 506. Each of such investors was considered to
be an Accredited Investor at the time of issuance of such securities. The
Registrant's obligations pursuant to such notes shall become due and payable on
the earlier to occur of (i) the date of closing of its initial public offering
of securities, or (ii) October 31, 1997. J.W. Barclay & Co., Inc. served as
placement agent in connection with said placement and received a consulting fee
and non-accountable expense allowance of $105,000 and $31,500, respectively, in
connection therewith.

II-3
<PAGE> 131

<TABLE>
<CAPTION>
NAME NO. OF UNITS NO. OF SHARES NO. OF WARRANTS
- ---------------------------------------------------- ------------ ------------- ---------------
<S> <C> <C> <C>
Dale Bertling....................................... 1 10,000 66,667
Howard Pack......................................... 1 10,000 66,667
Thomas Zenick....................................... 1/2 5,000 33,334
Royal Bank of Scotland.............................. 15 150,000 1,000,005
David Hanos, Jr..................................... 1/2 5,000 33,334
Charles Leithauser.................................. 1/2 5,000 33,334
Bernard Kolkana..................................... 1/2 5,000 33,334
Richard David....................................... 1/2 5,000 33,334
Leon Feldan......................................... 1/2 5,000 33,334
Jerome and Ann Coppola.............................. 4 40,000 266,668
E. Dale Miller...................................... 1/2 5,000 33,334
Boyd Corliss........................................ 1/2 5,000 33,334
Wayne Adams and Lovella Adams....................... 1/2 5,000 33,334
Kenneth A. DeLonge.................................. 1 10,000 66,667
Harold H. Singer.................................... 3 30,000 200,001
Christopher Cirillo................................. 1/2 5,000 33,334
--
------- ---------
Total..................................... 30 300,000 2,000,015
</TABLE>

December 19, 1996 -- Registrant borrowed the principal amount of $250,000
from each of Messrs. L.W. Cave, James Condakes and Howard M. Pack pursuant to
agreements which provided for the repayment of such principal, together with
interest accruing thereon at the rate of 8% per annum at the time of closing of
the offering being made pursuant to the prospectus contained in this
Registration Statement, or October 31, 1998. As an inducement to such lenders to
make such loans, the Registrant issued 150,000 shares of Common Stock to each of
them, for no additional consideration. The Registrant paid a commission of
$75,000 to a registered representative of J.W. Barclay & Co., Inc., on behalf of
said firm, in connection with consummation of such financings. Such transactions
were exempt from registration pursuant to Rule 506. Said investors were
considered to be Accredited Investors at the time when such transactions were
consummated.

February 10, 1997 -- Registrant issued 250,000 shares of Common Stock to
Ronald G. Nathan and 500,000 shares of Common Stock to Mikhail Leibov pursuant
to the merger of Russian Wireless Telephone Company, Inc. ("Russian Wireless")
with and into the Registrant, and in consideration for the receipt and
cancellation of 250,000 and 500,000 shares, respectively, of the common stock of
Russian Wireless from them. Such transactions were exempt from registration
pursuant to Rule 506. Messrs. Nathan and Leibov were considered to be Accredited
Investors at the time when such transaction was consummated.

ITEM 27. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.****
1.2 Form of Agreement Among Underwriters.****
1.3 Form of Selected Dealers Agreement.****
2.1 Certificate of Merger Between the Company and Russian Wireless Telephone Company,
Inc.*
3.1 Certificate of Incorporation of the Company.*
3.2 Bylaws of the Company.*
4.1 The Company's Omnibus Stock Incentive Plan.*
4.2 Specimen Stock Certificate of the Company's Common Stock.*
4.3 Form of Second Private Placement Warrant.****
4.4 Form of Third Private Placement Warrant.****
</TABLE>

II-4
<PAGE> 132

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<C> <S>
4.5 Form of Lockup Agreement.**
4.6 Form of Representative's Warrant.
4.7 Custodial Agreement and Power of Attorney.
5 Opinion of Hall Dickler Kent Friedman & Wood, regarding the legality of the Common
Stock and the Warrants.
10.1 Option Agreement Between the Company and Mikhail Leibov.*
10.2 Option Exercise Agreement Between the Company and Mikhail Leibov.*
10.3 Employment Agreement Between the Company and Ronald G. Nathan.*
10.4 Extension of Employment Agreement Between the Company and Ronald G. Nathan.*
10.5 Employment Agreement Between the Company and Mikhail Leibov.*
10.6 Lease Between 780 Third Avenue Associates and the Company.**
10.7 Lease Between Public Joint Stock Company PKB Proyektenergomash and Corbina
Telecommunications.**
10.8 Lease between Public Joint Stock Company PKB Proyektenergomash and
Investelektrosvyaz.**
10.9 Financial Consulting Agreement Between the Company and the Representative.
10.10 Form of Indemnity Agreement to be entered into between the Company and its
Directors and Officers.*
10.11 Redemption Agreement between the Company and Harvey Bloch.**
10.12 Distributor Agreement between Corbina Telecommunications ("Corbina") and
Rustelnet.**
10.13 International value added services distributor agreement between Sprint Networks
and Corbina Telecommunications.**
10.14 Service Agreement between Macomnet and Corbina.**
10.15 Amendment dated June 16, 1997 to employment agreement between the Company and
Ronald G. Nathan.**
10.16 Amendment dated June 16, 1997 to employment agreement between the Company and
Mikhail Leibov.**
10.17 Redemption Agreement and promissory note between the Company and Inversiones Santa
Catalina, N.V.**
10.18 Amendment dated as of August 1, 1997, by and between the Company and Wayne Adams
and Lovella Adams to Promissory Note and Warrant dated February 2, 1996.***
10.19 Amendment dated as of August 1, 1997, by and between the Company and Dale Bertling
to Promissory Note and Warrant dated February 2, 1996.***
10.20 Rescission Agreement dated as of February 6, 1997, between the Company and Colonial
Electric Consulting Corp.**
10.21 Amendment dated June 18, 1997 to Rescission Agreement between the Company and
Colonial Electric Consulting Corp.**
10.22 Agreement dated March 15, 1996 between Corbina and ZAO Rustelnet.**
10.23 Agreement dated December 21, 1995 Between Corbina and MACOMNET.**
10.24 Agreement between Sprint Networks and Corbina.**
10.25 Amendment No. 3 dated as of June 19, 1997 between the Company and Michael Ciasulli
to that certain Promissory Note dated November 3, 1994.**
</TABLE>

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<PAGE> 133

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<C> <S>
10.26 Amendment No. 3 dated as of June 19, 1997 between the Company and Per Eric Dahl to
that certain Promissory Note dated November 3, 1994.**
10.27 Amendment No. 3 dated as of June 19, 1997 between the Company and Larry Dunn to
that certain Promissory Note dated November 3, 1994.**
10.28 Amendment No. 3 dated as of June 19, 1997 between the Company and Slate Daiagi
Realty, Inc. to that certain Promissory Note dated November 3, 1994.**
10.29 License issued to ZAO Investelektrosvyaz by the Ministry of Communications of the
Russian Federation.**
10.30 Agreement between Corbina and ZAO Kortek.**
10.31 Amendment dated as of August 1, 1997, by and between the Company and Christopher
Cirillo to Promissory Note and Warrant dated February 2, 1996.***
10.32 Amendment dated as of August 1, 1997, by and between the Company and Jerome and Ann
Coppola to Promissory Note and Warrant dated February 2, 1996.***
10.33 Amendment dated as of August 1, 1997, by and between the Company and Boyd Corliss
to Promissory Note and Warrant dated February 2, 1996.***
10.34 Amendment dated as of August 1, 1997, by and between the Company and Richard David
to Promissory Note and Warrant dated August 5, 1997.***
10.35 Amendment dated as of August 1, 1997, by and between the Company and Kenneth A.
DeLonge to Promissory Note and Warrant dated May 5, 1997.***
10.36 Amendment dated as of August 1, 1997, by and between the Company and Leon Feldan to
Promissory Note and Warrant dated February 2, 1996.***
10.37 Amendment dated as of August 1, 1997, by and between the Company and David Hanos,
Jr. to Promissory Note and Warrant dated February 2, 1996.***
10.38 Amendment dated as of August 1, 1997, by and between the Company and Bernard
Kolkana to Promissory Note and Warrant dated February 2, 1996.***
10.39 Amendment dated as of August 1, 1997, by and between the Company and Charles
Leithauser to Promissory Note and Warrant dated February 2, 1996.***
10.40 Amendment dated as of August 1, 1997, by and between the Company and E. Dale Miller
to Promissory Note and Warrant dated February 2, 1996.***
10.41 Amendment dated as of August 1, 1997, by and between the Company and Howard Pack to
Promissory Notes and Warrant dated February 2, 1996.***
10.42 Amendment dated as of August 1, 1997, by and between the Company and The Royal Bank
of Scotland International Limited to Promissory Note and Warrant dated May 5,
1997.***
10.43 Amendment dated as of August 1, 1997, by and between the Company and Harold H.
Singer to Promissory Note and Warrant dated February 2, 1996.***
10.44 Amendment dated as of August 1, 1997, by and between the Company and Thomas Zenick
to Promissory Note and Warrant dated February 2, 1996.***
11 Computations of Earnings (Loss) Per Share.***
21 Subsidiaries of the Company.***
23.1 Consent of Independent Auditors (See Part II, Page 10).
23.2 Consent of Independent Auditors (See Part II, Page 10).
23.3 Consent of Counsel (See Part II, Page 10).
</TABLE>

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<PAGE> 134

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<C> <S>
23.4 Consent of Counsel (See Part II, Page 10).
24 Power of Attorney.*
</TABLE>

- ---------------
* Filed on March 28, 1997 as an exhibit to the Company's Registration
Statement on Form SB-2 (Reg. No. 333-24177).

** Filed on July 3, 1997 as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form SB-2.

*** Filed on September 16, 1997 as an Exhibit to Amendment No. 2 to the
Company's Registration Statement on Form SB-2.

**** Filed on October 29, 1997 as an Exhibit Amendment No. 3 to the Company's
Registration Statement on Form SB-2.

ITEM 28. UNDERTAKINGS.

A. Certificates

The Registrant hereby undertakes to provide to the Underwriter at the
closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.

B. Rule 415 Offering

The Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells any of the
securities which are the subject of the prospectus included within this
Registration Statement, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or events which,
individually or together, represent fundamental change in the information set
forth in the Registration Statement; (iii) to include any additional or changed
material information with respect to the plan of distribution.

(2) For purposes of determining any liability under the Securities Act, the
Registrant will treat each post-effective amendment as a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

C. Request for Acceleration of Effective Date

The Company may elect to request acceleration of the effective date of the
Registration Statement under Rule 461 of the Securities Act of 1933.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

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<PAGE> 135

D. Reliance on Rule 430A

(1) For purposes of determining liability under the Securities Act, the
Registrant will treat the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or
497(h) under the Securities Act (Section 230.424(b)(1), (4) or 230.497(h)) as
part of this Registration Statement as of the time the Commission declared it
effective.

(2) For purposes of determining liability under the Securities Act, the
Registrant will treat each post-effective amendment as a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

II-8
<PAGE> 136

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this amendment to its
registration statement to be signed on its behalf by the undersigned, in the
City, County and State of New York on the 7th day of November, 1997.

Russian Wireless Telephone Company,
Inc.

By: /s/ RONALD G. NATHAN

-----------------------------------
Ronald G. Nathan, President
(Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement was signed by the following persons in
the capacities and on the dates stated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ------------------
<C> <S> <C>

/s/ JACK W. BUECHNER Director, Chairman of the November 7, 1997
- --------------------------------------------- Board
Jack W. Buechner

/s/ RONALD G. NATHAN Director, President, November 7, 1997
- --------------------------------------------- Treasurer (Principal
Ronald G. Nathan Executive and Principal
Financial and Accounting
Officer)
/s/ RICHARD N. HOLWILL Director November 7, 1997
- ---------------------------------------------
Richard N. Holwill

/s/ STEVEN D. DREYER Director, Secretary November 7, 1997
- ---------------------------------------------
Steven D. Dreyer
</TABLE>

II-9
<PAGE> 137

CONSENT OF INDEPENDENT AUDITORS

Russian Wireless Telephone Company, Inc.

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 28, 1997 in Amendment No. 5 to the
Registration Statement (Form SB-2, No. 333-24177) and related prospectus of
Russian Wireless Telephone Company, Inc. dated November 7, 1997.

ERNST & YOUNG LLP

New York, New York

November 7, 1997

CONSENT OF INDEPENDENT AUDITORS

Corbina Telecommunications

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 24, 1997 with respect to the financial
statements of Corbina Telecommunications included in Amendment No. 5 to the
Registration Statement (Form SB-2, No. 333-24177) and related prospectus of
Russian Wireless Telephone Company, Inc. dated November 7, 1997.

ERNST & YOUNG (CIS) LIMITED

Moscow, Russian Federation

November 7, 1997

CONSENT OF COUNSEL

We consent to the use of our firm's name and to the statements made with
respect to our Firm, as they appear under the heading "Legal Matters" in the
Prospectus which is included in Part I of this amendment to the Registration
Statement.

HALL DICKLER KENT FRIEDMAN & WOOD LLP

New York, New York

November 7, 1997

CONSENT OF COUNSEL

I consent to the use of my name and to the statements made with respect to
me, as they appear under the heading "Legal Matters" in the Prospectus which is
included in Part I of this amendment to the Registration Statement.

IRINA IGITOVA

Moscow, Russian Federation

November 7, 1997

II-10