CELLPOINT INC, 424B3, 2000-08-09

CELLPOINT INC
424B3, 2000-08-09
COMMUNICATIONS SERVICES, NEC

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Filed Pursuant to 424(b)(3)
Registration No. 333-38852

PROSPECTUS

CELLPOINT INC.

1,686,272 SHARES OF COMMON STOCK

This Prospectus is being used by certain stockholders (the "Selling
Stockholders") of CellPoint Inc. (together with its subsidiaries, unless the
context otherwise requires, the "Company" or "CellPoint") to sell an aggregate
of up to 1,686,272 shares (the "Shares") of the Common Stock of the Company. The
Selling Stockholders will sell the Common Stock, from time to time, at prices
then attainable, less ordinary brokers' commissions and dealers' discounts, as
applicable. The Shares were offered and sold to the Selling Stockholders
pursuant to private offerings in which the Shares were not registered with the
Securities and Exchange Commission. The Shares are being offered solely for the
account of the Selling Stockholders and we will receive no part of the proceeds
of this Offering. For more information about the Selling Stockholders, please
refer to the sections entitled "Summary of Offering" and "The Selling
Stockholders".

Our Common Stock trades on the NASDAQ over-the-counter Bulletin Board (or if
the Common Stock is accepted for listing on the NASDAQ National Market, on the
National Market ("NASDAQ")) under the symbol CLPT. On August 2, 2000 the last
reported sale price per share of Common Stock was $21.00.

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INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS" SECTION OF THIS PROSPECTUS.

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PROCEEDS TO ISSUER OR
PRICE TO PUBLIC OTHER PERSONS(2)
<S> <C> <C>
Per Share............................................ $21.00(1) (1),(2)
Total................................................ $35,411,712(1) (1),(2)
</TABLE>

(1) Estimated, based upon the last reported sale price of our Common Stock on
August 2, 2000.

(2) We will receive no part of the proceeds from the sale of the shares
described in this Prospectus. All proceeds will go to the Selling
Stockholders, and the amount set forth above assumes that all Shares
described in this Prospectus are sold. Our estimated expenses in connection
with this Prospectus are approximately $87,000.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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The date of this Prospectus is August 4, 2000.
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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION WITH RESPECT
TO THESE SECURITIES BY THE COMPANY TO ANY PERSON WHO MAY BE CONSIDERED TO BE AN
UNDERWRITER OR TO ANY PERSON IN ANY STATE IN WHICH SAID OFFERING OR SOLICITATION
IS NOT AUTHORIZED BY THE LAWS THEREOF OR IN WHICH THE PERSON MAKING SAID
OFFERING OR SOLICITATION IS NOT QUALIFIED TO ACT AS DEALER OR BROKER OR
OTHERWISE TO MAKE SUCH OFFERING OR SOLICITATION.

WE HAVE AGREED TO FILE AMENDMENTS TO THE REGISTRATION STATEMENT OF WHICH
THIS PROSPECTUS IS A PART IN ORDER TO INFORM POTENTIAL PURCHASERS OF THE COMMON
STOCK OF ANY FACTS OR EVENTS ARISING AFTER THE DATE OF THIS PROSPECTUS WHICH ARE
MATERIAL TO SUCH PURCHASER'S INVESTMENT DECISION. WE WILL DISTRIBUTE ANY SUCH
AMENDMENTS TO THIS PROSPECTUS TO THE SELLING STOCKHOLDERS AFTER SUCH AMENDMENT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We file reports, proxy statements and other information with the Securities
and Exchange Commission (the "SEC") (our SEC file number is 000-25205). Our SEC
filings are also available over the Internet at the SEC's website at
http://www.sec.gov. You may also read and copy any document we file at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
more information on the Public Reference Room and their copy charges. We
maintain a website at HTTP://WWW.CELLPT.COM.

IN CONNECTION WITH THIS OFFERING, CERTAIN SELLING STOCKHOLDERS MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK OF THE COMPANY ON NASDAQ
IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "PLAN OF DISTRIBUTION".

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain "forward-looking statements". We have based
these forward-looking statements on our current expectations and projections
about future events, and they do not relate strictly to historical or current
facts. Our actual results could differ materially from the results discussed in
the forward-looking statements. These forward-looking statements are subject to
risks, uncertainties and assumptions about CellPoint, including, among other
things:

- The ability of the Company to continue as a going concern;

- The rate of market development and acceptance of positioning technology
and services;

- The unpredictability of our sales cycle;

- The limited revenues and significant operating losses we have generated to
date;

- The possibility of significant ongoing capital requirements;

- The loss of any significant customer;

- Our ability to secure additional financing as and when necessary;

- Our ability to retain the services of our key management and to attract
new members of the management team;

- Our ability to effect and retain appropriate patent, copyright and
trademark protection of our products; and

- Our ability to achieve adequate levels of revenue to recover our
investment in capitalized software development costs.

We undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events contained or incorporated by reference in this Prospectus might not
occur.

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We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this Prospectus, as well as information we
previously filed with the SEC, is accurate as of the date on the front cover of
this Prospectus only. Our business, financial condition, results of operations
and prospects may have changed since that date.

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SUMMARY INFORMATION

THE FOLLOWING SUMMARY CONTAINS BASIC INFORMATION ABOUT OUR BUSINESS AND THIS
OFFERING. IT MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. YOU
SHOULD READ THIS ENTIRE PROSPECTUS, INCLUDING "RISK FACTORS" AND OUR
CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS
PROSPECTUS, BEFORE DECIDING TO INVEST IN SHARES OF COMMON STOCK.

OUR BUSINESS

CellPoint is engaged in the business of promoting, marketing, developing and
supporting the "CellPoint System", a digital cellular, or GSM (Global System for
Mobile Communications, "GSM"), technology for positioning and telematics
services. We acquired the rights to the technology platform supporting the
CellPoint System in February 1999 and have the right to use it worldwide, with
the exception of sub-Saharan Africa. In February 2000, we acquired Unwire AB,
which develops systems and equipment for GSM positioning and telematics and
holds unique patents for positioning.

We focus on the worldwide marketing, development, support, distribution and
sales of the Company's technologies and applications for digital cellular
communication and positioning systems. Our technology and the applications of
the technology are collectively marketed under the name, the "CellPoint System".

The CellPoint System enables users to determine the position of a cellular
telephone or object, or to control remotely objects equipped with the necessary
hardware and software components using the existing GSM cellular networks,
called telematics. Objects would typically be assets such as motor vehicles
including cars, trucks, boats, construction machinery and other machinery and
equipment possessing power. Telematics involves wireless remote management and
control of machines and equipment. The field of applications spans all
industries and includes logistics, alarm management, elevator systems, vending
machines, container management, meter reading, fleet management, vehicle
monitoring and remote control, quality control, cash and ATM terminals, gate and
door management, security, supervision and service information. The primary
location service applications include resource management of mobile service
personnel, friend finding relative to one's own location, personal security
services and fleet management and vehicle tracking for security, including
positioning and tracking for recovery in the event of theft.

OUR ADDRESS

We were originally organized as Technor International, Inc. on February 28,
1997, as a Nevada corporation, pursuant to the provisions of General Corporation
Law of Nevada. On October 4, 1999, we changed our corporate name to
"CellPoint Inc." in order to generate wider name recognition in the business and
financial communities. Our Common Stock trades on the NASDAQ National Market
under the symbol CLPT.

Our principal business address and telephone numbers are Kronborgsgrand 7,
164 46 Kista, Sweden, telephone +46 (0)8 5947-4900, facsimile +46 (0)8 35 87 90.
We also maintain executive offices at Trinity Court, Wokingham Road, Bracknell,
RG42 1PL, England, telephone + 44 1344 624565. The Company maintains a website
at www.cellpt.com. Information contained in our website is not a part of this
Prospectus.

BUSINESS STRATEGY

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rates) and through participation in new revenue streams created as a result of
the new services that the network operator can offer. Our technology supports
GSM telephones as well as purpose-designed terminals for in-vehicle and
industrial use. In the case of purpose-designed terminals, revenues are
generated through the sale of hardware, application software and transaction
traffic over GSM networks. This telematics business is operated through our
wholly-owned subsidiary, Unwire AB in Sweden, and customer targets are larger
industrial companies and systems integrators as well as retail customers for
standard products.

We signed our first commercial agreement in April 1999 with Tele2, a GSM
network operator in Sweden, for positioning services for GSM telephones. Tele2
announced the launch of commercial services in Sweden for positioning of mobile
phones based on the CellPoint System in November 1999. We also have signed a
commercial evaluation agreement with France Telecom Mobiles for an application
based on the CellPoint System. CellPoint is also party to other strategic
alliances to co-market new services internationally, such as with Yahoo Sverige
AB, where Yahoo! has branded CellPoint's Finder! product as Yahoo!
Find-A-Friend, and with Matrix Vehicle Tracking (Pty) Ltd. for deploying vehicle
tracking and fleet management services with purpose-designed terminals. We also
cooperate with numerous cellular industry suppliers including cellular phone and
SIM card manufacturers. We continue to seek additional strategic alliances for
distribution and marketing channels to sell the positioning and telematics
services for GSM cellular phones and proprietary hardware terminals to
end-users. End-users can include companies wishing to track and protect their
vehicle fleets for purposes of resource scheduling, dispatch, security and theft
recovery. End-user individuals could be people wanting to know the location of
people they have on their buddy lists, or the owner of a car for purposes of
location in the event of theft, for emergency SOS/E-911 services or
location-based information services.

In addition to location services, our technology also supports telematics
applications. A control center, equipped with the necessary CellPoint client
software and mapping application, can track a stolen vehicle and report on the
vehicle's whereabouts. Law enforcement personnel can verify that they have
located the exact vehicle in question when executing the remote control
operation such as to blink the vehicle's rear lights. Other telematics
applications being marketed include wireless remote management and control of
machines and equipment, such as for alarm management, elevator systems, vending
machines, container management, meter reading, fleet management, quality
control, cash and ATM terminals, gate and door management, security, supervision
and service information. Purpose-designed terminals can be installed at
manufacture or after the fact.

RECENT DEVELOPMENTS

On February 29, 2000, we acquired Unwire AB ("Unwire"). Unwire develops
systems and equipment for GSM positioning and telematics and holds unique
patents for positioning. We purchased all of the outstanding stock of Unwire by
issuing to the stockholders of Unwire an aggregate of 1,075,000 shares of our
Common Stock, valued at approximately $72 million. We have agreed to register
all of such shares with the SEC prior to December 31, 2000, and a portion of
such shares are included in this Prospectus.

On May 4, 2000, we entered into an agreement with Yahoo Sevrige AB, a
European subsidiary of Yahoo! We have agreed to co-market a person-to-person
locator service for mobile phones in specified countries in Europe. The service
will be called "Yahoo! Find-A-Friend". Using our Finder! technology, Yahoo!
Find-A-Friend allows users to readily pinpoint the location of the friend or
colleague they are trying to contact. The service can easily be bundled with
pre-paid network packages sold by mobile network operators as an added value
feature to maintain customer loyalty and attract new subscribers. CellPoint's
Finder! and Yahoo! Find-A-Friend can be used anywhere in the world where there
is a GSM network in place.

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On July 13, 2000, we announced a commercial agreement with France Telecom
Mobiles. The Fleet Management service supplied to France Telecom Mobiles in the
commercial agreement is based on the Resource Manager Service from CellPoint. It
enables transport, security, service and sales organizations to be more
efficient and to increase customer satisfaction by routing their vehicles and
personnel more effectively. The CellPoint solution for France Telecom Mobiles
uses standard GSM phones. Users access the location services through a standard
Internet connection.

On August 3, 2000 Lars Persson became a Director of the Company and the
Chief Executive Officer of CellPoint Europe Limited. Mr. Persson was most
recently President of Telia Mobile International. Telia Mobile is a substantial
mobile telecommunication operator in the Nordic countries.

THE SELLING STOCKHOLDERS

This Prospectus relates to the registration of the resale of 1,686,272
shares of our Common Stock, beneficially owned by certain of the Company's
stockholders (the "Selling Stockholders"). These shares were issued in private
placement transactions and have not previously been registered with the SEC. See
"The Selling Stockholders" and "Plan of Distribution".

THE OFFERING

The Shares offered pursuant to this Prospectus are shares of our Common
Stock. Each Share is entitled to one vote per share on matters submitted to the
stockholders of the Company for approval. We have not declared any dividends on
our Common Stock. We do not anticipate paying any dividends in the foreseeable
future as we intend to reinvest all earnings in the business of the Company.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Shares by the Selling
Stockholders. Some of the Shares included in this Prospectus have not yet been
issued, but are issuable upon the exercise of warrants held by certain of the
Selling Stockholders, which warrants have exercise prices ranging from $7.49 to
$8.89. If all of those warrants are exercised, we will receive $2,392,325 in
proceeds from the exercise of such warrants. We will use the proceeds, if any,
from the exercise of the warrants for working capital.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

THE FOLLOWING TABLES SUMMARIZE THE FINANCIAL DATA FOR OUR BUSINESS. YOU
SHOULD READ THIS INFORMATION TOGETHER WITH "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION OR PLAN OF OPERATION" AND OUR CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS PROSPECTUS.

<TABLE>
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PERIOD FROM
FEBRUARY 28,
1997
(INCEPTION) NINE MONTHS ENDED
YEAR ENDED JUNE 30, THROUGH MARCH 31,
------------------------- JUNE 30, -------------------------
1999 1998 1997 2000 1999
----------- ----------- ------------ ----------- -----------
(AUDITED) (AUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues.................. $ -- $ -- $ -- $ 619,274 $ --
Gross profit........................ -- -- -- 556,816 --
(Loss) from operations.............. (2,873,479) (835,808) (24,321) (5,693,472) (1,489,929)
Other Income (Expense).............. (96,272) 23,237 300 (818,348) 6,721
Net (Loss).......................... (2,969,751) (812,571) (24,021) (6,511,820) (1,483,208)
(Loss) per share basic and
diluted........................... (.36) (.18) (.01) (0.73) (0.20)

BALANCE SHEET DATA:
Current assets...................... $ 236,193 7,272,737 115,276 $ 5,888,512 1,262,854
Total assets........................ 11,756,542 11,632,829 118,341 87,421,508 13,307,708
Total liabilities................... 595,460 919,495 40,100 2,477,329 657,945
Working capital..................... (359,447) 6,353,242 75,176 3,411,183 604,909
Stockholders' equity................ 11,160,902 10,713,334 78,241 84,944,179 12,649,763
</TABLE>

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RISK FACTORS

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER
THE RISKS DESCRIBED BELOW BEFORE YOU DECIDE TO BUY OUR SHARES. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, RESULTS OF OPERATIONS AND
FINANCIAL CONDITION WOULD BE LIKELY TO SUFFER. IN THAT CASE, THE MARKET PRICE OF
OUR COMMON STOCK COULD DECLINE, AND YOU COULD LOSE ALL OR PART OF YOUR
INVESTMENT.

RISKS RELATED TO OUR BUSINESS

OUR LIMITED OPERATING HISTORY MAKES EVALUATION OF OUR BUSINESS AND PROSPECTS
DIFFICULT.

We have only a limited operating history on which you can base an evaluation
of our business and prospects. We commenced operations in February 1997. We have
had only minimal commercial revenues to date and have relied heavily upon
proceeds from the sale of our securities to fund our operations. Our business
and prospects must be considered in light of the risks, uncertainties, expenses
and difficulties frequently encountered by companies in their early stages of
development, particularly companies in new and rapidly evolving markets, such as
the market for positioning services. We cannot assure you that unanticipated
technical or other problems will not occur which would result in material delays
in product commercialization or that our efforts will result in successful
product commercialization.

WE HAVE A HISTORY OF LOSSES AND WE ANTICIPATE SIGNIFICANT FUTURE LOSSES.

For the nine months ended March 31, 2000, we had aggregate commercial
revenues of $619,274. We incurred a loss of ($6,511,820) for such nine-month
period, as compared to a loss of ($1,483,208) for the nine months ended
March 31, 1999. If we were to record profits, we do not anticipate paying
dividends on our Common Stock in the foreseeable future.

OUR FINANCIAL STATEMENTS FOR OUR LAST TWO FISCAL YEARS INCLUDE A STATEMENT
REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The report of our independent accountants, BDO International AB on the
Company's financial statements for the fiscal year ended June 30, 1999 and 1998,
includes a statement that the Company is a development stage company, with no
revenues, and has sustained losses from operations since inception. The auditors
have stated that there is substantial doubt about the ability of the Company to
continue as a going concern. Investors in the Company's shares should review
carefully the report of BDO International AB. There can be no assurances that
the Company will be able to continue as a going concern.

WE MAY NEED ADDITIONAL FINANCING FOR OUR FUTURE CAPITAL NEEDS WHICH MAY NOT
BE AVAILABLE ON FAVORABLE TERMS, IF AT ALL.

We are likely to need additional cash in order to implement our strategies,
including cash for (i) payment of increased operating expenses; and
(ii) further implementation of our business strategies. We may raise such
additional capital through additional public or private financings, as well as
borrowings and other resources. While we have no commitments in place as of the
date of this Prospectus, we are actively negotiating with several investment
banks to undertake a financing. To the extent that additional capital is raised
through the sale of equity or equity-related securities, the issuance of such
securities could result in dilution to our stockholders. We cannot be assured
that we will have access to the capital markets in the future, or that financing
will be available to us on acceptable terms to satisfy our cash requirements. If
we cannot obtain the necessary capital, our business and financial condition
will be materially and adversely affected. In such event, we may be required to
curtail operations significantly or to obtain funds through entering into
arrangements with collaborative partners or others that may require us to
relinquish rights to certain of our assets that we would not otherwise choose to
do.

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WE DEPEND HEAVILY ON OUR KEY PERSONNEL, AND OUR INABILITY TO RETAIN THEM
COULD ADVERSELY AFFECT OUR BUSINESS.

Our success will depend, in part, on the continued availability of our
senior management team, particularly Peter Henricsson, President and Chief
Executive Officer, and Lynn Duplessis, Senior Vice President. We have employment
agreements with our executive officers: Lynn Duplessis and Peter Henricsson.
Mr. Henricsson and Ms. Duplessis are husband and wife. The loss of any of these
key employees could have a material adverse effect on our business and
prospects. We believe that all commercially reasonable efforts have been made to
minimize the risks attendant with the departure of any key personnel from the
service of the Company. We do not maintain any key man life insurance with
respect to any of our executive employees.

IN THE EVENT WE WERE TO DISSOLVE, OUR STOCKHOLDERS WOULD BE UNLIKELY TO
RECEIVE ANY DISTRIBUTIONS.

In the event our operating results or lack of funding forced us to dissolve
or commence insolvency proceedings, the proceeds realized from the liquidation
of our assets, if any, will be distributed to our stockholders only after
satisfaction of claims of our creditors. Your ability to recover all or any
portion of an investment in our stock will depend on the amount of funds
realized and the size of the claims.

WE HAVE NOT YET ACHIEVED FULL MARKET ACCEPTANCE OF OUR PRODUCTS.

We are currently implementing commercial operations of the CellPoint System.
Our first commercial agreement was signed in April 1999 with Tele2, a GSM
network operator in Sweden, for positioning services for GSM telephones. Tele2
launched commercial services in Sweden for positioning of mobile phones based on
the CellPoint System in November 1999. We have signed an evaluation agreement
with France Telecom Mobiles for an application based on the CellPoint System for
use with France Telecom's customers, but commercial rollout has not yet been
agreed to by France Telecom Mobiles. Further strategic alliances are in place to
co-market new services internationally, such as with Yahoo Sverige AB, where
Yahoo! has branded CellPoint's Finder! product as Yahoo! Find-A-Friend, and with
Matrix Vehicle Tracking (Pty) Ltd. for deploying vehicle tracking and fleet
management services with purpose-designed terminals. We have begun to receive
contract revenues from these initial contracts. Though we are marketing the
CellPoint System throughout Europe, Asia and North America, we cannot assure you
that we will be successful in procuring additional contracts, or that the
contracts obtained will be profitable. We also cooperate with numerous cellular
industry suppliers including cellular phone and SIM card manufacturers. We are
seeking additional strategic alliances for distribution and marketing channels
to sell the positioning and telematics services for GSM cellular phones and
proprietary hardware terminals to end-users.

We cannot assure you that the CellPoint System will achieve a significant
degree of market acceptance, and that acceptance, if achieved, will be sustained
for any significant period or that product life cycles will be sufficient (or
substitute products developed) to permit the Company to recover start-up and
other associated costs. Failure of the CellPoint System to achieve or sustain
market acceptance could have a material adverse effect on our business,
financial conditions, and results of operations.

WE MAY ENCOUNTER DIFFICULTIES IN IMPLEMENTING OUR BUSINESS STRATEGY.

Although we intend to pursue a strategy of aggressive product marketing,
development and distribution, implementation of this strategy will depend in
large part on our ability to (i) establish a significant customer base and
maintain favorable relationships with those customers; (ii) effectively
introduce acceptable products to its customers; (iii) obtain adequate financing
on favorable terms to fund its business strategy; (iv) maintain appropriate
procedures, policies, and systems; (v) hire, train, and retain skilled
employees; and (vi) continue to operate in the face of increasing competition.
If we are unable to achieve any or all of these goals, we will not be able to
successfully implement our

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business strategy, which could have a material adverse effect on our results of
operations and financial condition.

THE PERFORMANCE OF OUR PRODUCTS COULD RESULT IN PRODUCT LIABILITY FOR OUR
BUSINESS OR PRODUCT RECALLS.

We are responsible for product performance and liabilities of our products
based on our core technology. We currently have product liability insurance, but
there can be no assurance that we will be able to obtain additional insurance or
maintain such insurance on acceptable terms that such insurance will provide
adequate coverage against potential liabilities. We face a business risk of
exposure to product liability and other claims in the event that the use of the
CellPoint System is alleged to result in adverse effects. Such risk exists even
with respect to those products that are manufactured in licensed and regulated
facilities or that otherwise possess regulatory approval for commercial sale. We
cannot assure you that we will avoid significant product liability exposure or
that insurance coverage will be available in the future on commercially
reasonable terms, or at all, that such insurance will be adequate to cover
potential product liability claims, or that a loss of insurance coverage or the
assertion of a product liability claim or claims would not materially adversely
affect our business, financial condition and results of operations. While we
have taken, and will continue to take, what we believe are appropriate
precautions, there can be no assurance that we will avoid significant liability
exposure. An inability to obtain product liability insurance at acceptable cost
or to otherwise protect against potential product liability claims could prevent
or inhibit the marketing and distribution of the CellPoint System.

Product recalls may be issued at the discretion of the Company or government
agencies having regulatory authority for product sales and may occur due to
disputed labeling claims, manufacturing issues, quality defects or other
reasons. No assurance can be given that product recalls will not occur in the
future. Any product recall could materially adversely affect our business,
financial condition or results of operations. There can be no assurance that
future recalls or returns would not have a material adverse effect upon our
business, financial condition and results of operations.

A FEW STOCKHOLDERS OWN A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK IN
ORDER TO CONTROL, OR AT LEAST EXERT A MAJOR INFLUENCE ON, MAJOR DECISIONS TO BE
TAKEN BY OUR STOCKHOLDERS.

Mr. Henricsson and Ms. Duplessis, the founders of the Company, beneficially
own together approximately 19.1% of our issued and outstanding shares. Novel
Electronics Systems & Technologies, Ltd., the company from whom we purchased the
core technology, beneficially owns approximately 24.1% of our issued and
outstanding shares. Mr. Henricsson and Ms. Duplessis are not shareholders of
Novel. Because of such ownership, Mr. Henricsson, Ms. Duplessis and Novel
together could control the election of all members of the Board of Directors of
the Company and determine all corporate actions. Stockholders are not entitled
to accumulate their votes for the election of directors or otherwise.

RISKS RELATED TO OUR INDUSTRY

THE TECHNOLOGY IN OUR INDUSTRY CHANGES RAPIDLY, AND WE MAY BE DISADVANTAGED
IF WE ARE UNABLE TO KEEP PACE WITH SUCH CHANGES.

The market for the CellPoint System and cellular telecommunications products
is characterized by ongoing changing technology which could result in product
obsolescence or short product life cycles. Similarly, the industry is
characterized by continuous development and introduction of new products and
technology standards to replace outdated products and technology. There can be
no assurance that competitors will not develop technologies or products that
render the CellPoint System obsolete or less marketable. We may be required to
satisfy evolving industry or customer requirements, which could require the
expenditure of significant funds and resources, and we do not have a source or
commitment for any such funds and resources.

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COMPETITION COULD HARM OUR BUSINESS.

The telecommunication and cellular telephone industries continue to undergo
rapid change, and competition is intense and is expected to increase. We are
aware that other companies and businesses market, promote and develop
technologies and products which could be competitive with the CellPoint System.
There may exist other technologies and products that are functionally equivalent
or similar to the CellPoint System. We expect that companies or businesses which
may have developed or are developing such technologies and products, as well as
other companies and businesses which have the expertise which could encourage
them to develop and market competitive products and technology, may attempt to
develop technology and products directly competitive with the CellPoint System.
Many of these competitors have greater financial and other resources than we do.

There can be no assurance that competitors have not or will not succeed in
developing technologies and products that are more effective than any which we
are developing or which would render the CellPoint System obsolete and
noncompetitive. Many of our competitors have substantially greater experience,
financial resources and marketing capabilities than we do.

WE ARE DEPENDENT ON INTERNATIONAL SALES, AND OUR BUSINESS IS SUBJECT TO THE
LOCAL BUSINESS RISKS IN EACH COUNTRY IN WHICH WE DO BUSINESS.

We anticipate that a significant portion of the revenue from the sale of the
CellPoint System will be derived from customers located outside the United
States of America. Currently, all of our customers are located in other
countries, and international sales will account for a significant portion of our
revenues. There can be no assurance that we will be able to compete successfully
in international markets or to satisfy the service and support requirements of
our customers. Additionally, our sales and operations could be subject to
certain risks, including tariffs, and other barriers, difficulties in staffing
and managing foreign subsidiary and branch operations, currency exchange risks
and exchange controls, potentially adverse tax consequences and the possibly of
difficulty in accounts receivable collection. Any of these factors could have a
material adverse effect on our business, financial condition and results of
operations.

We will sell the CellPoint System in currencies other than the U.S. Dollar,
which could make the management of currency fluctuations difficult and expose us
to risks. Our results of operations are subject to fluctuations in the value of
various currencies against the U.S. Dollar. Although we will monitor our
exposure to currency fluctuations, you should recognize that exchange rate
fluctuations could have a material adverse effect on our results of operations
or financial condition.

Our products may be subject to foreign government standards and regulations
that are continually being amended. Although we will endeavor to satisfy foreign
technical and regulatory standards, there can be no assurance that the CellPoint
System will comply with government standards and regulations, or changes
thereto, or that it will be cost effective for us to redesign our products to
comply with such standards or regulations. Our inability to design or redesign
products to comply with foreign standards could have a material adverse effect
on our business, financial condition and results of operations.

OUR BUSINESS DEPENDS UPON THE VALUE OF OUR TRADE SECRETS AND PROPRIETARY
TECHNOLOGY.

Our success will depend on our ability to protect our trade secrets and
operate without infringing on the proprietary rights of others. We are not aware
of any infringement by our technology on the proprietary rights of others and
have not received any notice of claimed infringement. However, we have not
conducted any investigation as to possible infringement and there can be no
assurance that third parties will not assert infringement claims against us in
connection with our products, and that any such assertion of infringement will
not result in litigation or that we would prevail in such litigation.

11
<PAGE>
We also rely on trade secrets and proprietary know-how and we employ various
methods to protect the concepts, ideas and documentation relating to our
proprietary technology. Such methods may not afford us complete protection, and
we are subject to the risk that others will independently obtain access to our
trade secrets and know-how or independently develop products or technologies
similar to ours. Furthermore, although we have and expect to have
confidentiality and non-competition agreements with our employees and
appropriate suppliers and manufacturers, there can be no assurance that such
arrangements will adequately protect our trade secrets.

RISKS RELATED TO THIS OFFERING

OUR SHARES MAY EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS.

The market price for our Common Stock may fluctuate significantly in
response to a variety of reasons, some of which are beyond our control:

- variations in quarterly operating results;

- changes in financial estimates by securities analysts;

- changes in market valuation of our competitors or perceived competitors;

- changes in market valuation of companies in the telecommunications
industry;

- announcements by us of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments;

- additions or departures of key personnel;

- sales of common stock or termination of stock transfer restrictions; and

- fluctuations in trading volume, which are particularly common among high
technology companies.

In addition, the stock market has, from time to time, experienced significant
price and volume fluctuations that have affected the market prices for
securities generally.

Our Common Stock is currently traded in the NASDAQ over-the-counter market
Bulletin Board. We have applied for listing on the NASDAQ National Market.
Although we believe that our application for such listing will be accepted,
there can be no assurance that we will meet the criteria necessary for such
application to be granted, or that if granted, we will meet the criteria for
continued listing on the NASDAQ National Market. To the extent that the Company
does not secure or maintain such listing, our stockholders could find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Common Stock. In addition, failure to list or maintain a listing for the
Common Stock may make the Common Stock ineligible for use as, or make the Common
Stock substantially less attractive as, collateral for margin and purpose loans,
for investment by financial institutions under their internal policies or state
legal investment laws, as consideration in the financing of future acquisitions
of businesses or assets by us, and for issuance by us in future capital raising
transactions.

SALES OF SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK COULD ADVERSELY
AFFECT OUR STOCK PRICE.

As a result of the limited trading market for our Common Stock and the large
number (relative to such trading markets) of shares of our Common Stock
available for sale in the public market pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), sales by our
stockholders of Common Stock in the public market could materially adversely
affect the prevailing market price for the Common Stock and could impair our
ability to raise capital through offerings of our equity securities. Any such
sales could materially adversely affect the then-prevailing market price for the
Common Stock or the ability of our stockholders to sell their shares.

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<PAGE>
CERTAIN ANTI-TAKEOVER PROVISIONS MAY PRODUCE RESULTS DISFAVORED BY OUR
STOCKHOLDERS.

Our Articles of Incorporation permit us, without further stockholder action,
to issue up to 3,000,000 shares of preferred stock, having such rights and
preferences as our board of directors may determine. In addition, our Articles
and Amended and Restated By-laws contain various provisions which, under certain
circumstances, could make it more difficult for a third party to gain control of
the Company (e.g., by means of a tender offer), prevent or substantially delay
such a change of control, discourage bids for the Common Stock at a premium, or
otherwise adversely affect the market price of the Common Stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of any of the Shares by the
Selling Stockholders. Some of the Shares included in this Prospectus have not
yet been issued, but are issuable upon the exercise of warrants held by certain
of the Selling Stockholders, which warrants have exercise prices ranging from
$7.49 to $8.89. If all of those warrants are exercised, we will receive
$2,392,325 in proceeds from the exercise of such warrants. We will use the
proceeds, if any, from the exercise of the warrants for working capital.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and
do not currently anticipate paying any cash dividends on our common stock in the
foreseeable future.

CAPITALIZATION

Our capitalization, at March 31, 2000, was as follows:

<TABLE>
<S> <C>
Preferred stock, par value $0.001........................... --
Common stock, par value $0.001
Stated capital............................................ 10,465
Additional paid-in capital................................ 95,300,348
Cumulative translation adjustment........................... (48,471)
Accumulated deficit......................................... (10,318,163)
------------
Total stockholders' equity.................................. $ 84,944,179
============
</TABLE>

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<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table contains selected financial information derived from our
financial statements set forth elsewhere in this Prospectus, and should be read
in conjunction with such financial statements and notes thereto. The following
tables summarize certain financial data derived from our audited consolidated
financial statements for the fiscal years ended June 30, 1999, 1998 and 1997,
respectively, and financial data derived from our unaudited consolidated
financial statements for the nine-month periods ended March 31, 2000 and
March 31, 1999. Our unaudited financial statements as of March 31, 2000 and 1999
and for the respective nine-month periods then ended have been prepared on the
same basis as our audited financial statements and, in our opinion, include all
adjustments necessary (consisting of only normal recurring adjustments and
accruals) to present fairly our financial position and the results of
operations.

<TABLE>
<CAPTION>
PERIOD FROM
FEBRUARY 28,
1997
(INCEPTION)
YEAR ENDED JUNE 30, THROUGH NINE MONTHS ENDED MARCH 31,
------------------------- JUNE 30, ---------------------------
1999 1998 1997 2000 1999
----------- ----------- ------------- ------------ ------------
(AUDITED) (AUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues........... $ -- $ -- $ -- $ 619,274 $ --
Gross profit................. -- -- -- 556,816 --
(Loss) from operations....... (2,873,479) (835,808) (24,321) (5,693,472) (1,489,929)
Other Income (Expense)....... (96,272) (23,237) 300 (818,348) 6,721
Net (Loss)................... (2,969,751) (812,571) (24,021) (6,511,820) (1,483,208)
(Loss) per share basic and
diluted.................... (.36) (.18) (.01) (0.73) (0.20)

BALANCE SHEET DATA:
Current assets............... $ 236,193 7,272,737 115,276 $ 5,888,512 1,262,854
Total assets................. 11,756,542 11,632,829 118,341 87,421,508 13,307,708
Total liabilities............ 595,460 919,495 40,100 2,477,329 657,945
Working capital.............. (359,447) 6,353,242 75,176 3,411,183 604,909
Stockholders' equity......... 11,160,902 10,713,334 78,241 84,944,179 12,649,763
</TABLE>

14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE NOTES THERETO WHICH APPEAR ELSEWHERE IN THIS
PROSPECTUS. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR PLANS, ESTIMATES AND BELIEFS, AND IS SUBJECT TO UNCERTAINTIES AND
RISKS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE
IN THIS PROSPECTUS, PARTICULARLY IN "RISK FACTORS".

OVERVIEW

We have a limited operating history upon which an evaluation of our
prospects can be made. Our prospects must be considered keeping in mind the
risks, expenses, and difficulties frequently encountered in the establishment of
a new business in an ever changing industry and the research, development,
manufacture, distribution, and commercialization of technology, procedures, and
products and related technologies. There can be no assurance that unanticipated
technical or other problems will not occur which would result in material delays
in product commercialization or that our efforts will result in successful
product commercialization. There can be no assurance that we will be able to
achieve profitable operations. These risks and uncertainties include the rate of
market development and acceptance of positioning and telematics technology, the
unpredictability of our sales cycle, the limited revenues and significant
operating losses generated to date, and the possibility of significant ongoing
capital requirements. For the purposes of the safe harbor protection for
forward-looking statements provided by the Private Securities Litigation Reform
Act of 1995, readers are urged to review the list of certain important factors
set forth in "Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995".

The report of our independent accountants, BDO International AB, on the
Company's financial statements for the fiscal years ended June 30, 1998 and
1999, includes a statement that, as of such dates, we had no revenues and we
have sustained losses from operations since inception. The auditors have stated
that there was substantial doubt about our ability to continue as a going
concern. Investors in our shares should review carefully the report of BDO
International AB. There can be no assurances that we will be able to continue as
a going concern, although since the date of such audit report, we raised
$10,000,000 in a private placement of equity in 1999 and a minimal level of
revenues from commercial operations.

For purposes of the discussion contained herein, all information is reported
on a consolidated basis for CellPoint and its subsidiaries.

BUSINESS STRATEGY

We are engaged in the business of promoting, developing, marketing, selling
and supporting the CellPoint System and related applications. Our cellular
positioning technology and services are marketed primarily to carriers of
cellular services. We earn revenues through the sale of a tiered license to use
the technology platform (based on number of customers and transaction rates) and
through participation in new revenue streams created as a result of the new
services that the network operator can offer. The technology supports GSM
telephones as well as purpose-designed terminals for in-vehicle and industrial
use. In the case of purpose-designed terminals, revenues are generated through
the sale of hardware, application software and transaction traffic over GSM
networks. This telematics business is operated through our wholly owned
subsidiary, Unwire AB in Sweden, and customer targets are larger industrial
companies and systems integrators as well as retail customers for standard
products.

We signed our first commercial agreement in April 1999 with Tele2, a GSM
network operator in Sweden, for positioning services for GSM telephones. Tele2
announced commercial services in Sweden

15
<PAGE>
for positioning of mobile phones based on the CellPoint System in
November 1999. We also have signed a commercial evaluation agreement with France
Telecom Mobiles for an application based on the CellPoint System. CellPoint is
also party to other strategic alliances to co-market new services
internationally, such as with Yahoo Sverige AB, where Yahoo! has branded
CellPoint's Finder! product as Yahoo! Find-A-Friend, and with Matrix Vehicle
Tracking (Pty) Ltd. for deploying vehicle tracking and fleet management services
with purpose-designed terminals. We also cooperate with numerous cellular
industry suppliers including cellular phone and SIM card manufacturers. We
continue to seek additional strategic alliances for distribution and marketing
channels to sell the positioning and telematics services for GSM cellular phones
and proprietary hardware terminals to end-users. End-users can include companies
wishing to track and protect their vehicle fleets for purposes of resource
scheduling, dispatch, security and theft recovery. End-user individuals could be
people wanting to know the location of people they have on their buddy lists, or
the owner of a car for purposes of location in the event of theft, for emergency
SOS/E-911 services or location-based information services.

In addition to location services, our technology also supports telematics
applications. A control center, equipped with the necessary CellPoint client
software and mapping application, can track a stolen vehicle and report on the
vehicle's whereabouts. Law enforcement personnel can verify that they have
located the exact vehicle in question when executing the remote control
operation, such as to blink the vehicle's rear lights. Other telematics
applications being marketed include wireless remote management and control of
machines and equipment, such as for alarm management, elevator systems, vending
machines, container management, meter reading, fleet management, quality
control, cash and ATM terminals, gate and door management, security, supervision
and service information. Purpose-designed terminals can be installed at the
point of manufacture or after the fact.

RESULTS OF OPERATIONS

We commenced operations in February 1997. We have relied heavily upon
proceeds from the sale of its securities to fund its operations.

QUARTER ENDED MARCH 31, 2000

During the quarter ended March 31, 2000, we earned revenue of $265,511 from
our contracts, as compared to no revenues in the quarter ended March 31, 1999.
For the quarter ended March 31, 2000, we incurred a net loss of ($2,813,451), as
compared to a net loss of ($672,860) during the quarter ended March 31, 1999. At
March 31, 2000, we had an accumulated deficit of ($10,318,163). While we have
begun to realize revenues from commercial operations subsequent to December 31,
1999, there can be no assurances that we will be able to expand our
revenue-generating operations or that our operations will be profitable.

During the quarter ended March 31, 2000, we had total operating expenses of
$3,007,332, which represents a significant increase over $682,166 of operating
expenses during the comparable quarter in 1999. This increase resulted from our
efforts in implementation of our commercial operations, the running of pilot
programs, the expansion of our operations to achieve commercialization of the
technology, increasing our marketing and development activities and expanding
our staff. The total operating expenses also include depreciation and
amortization expenses of $1,379,378 primarily related to the purchased
technology and Matrix franchising concept.

At March 31, 2000, we had 66 employees, up from 31 employees at the
June 30, 1999 fiscal year-end.

On February 29, 2000, we acquired Unwire. Unwire develops systems and
equipment for GSM positioning and telematics and holds unique patents for
positioning. We purchased all of the outstanding stock of Unwire by issuing to
the stockholders of Unwire an aggregate of 1,075,000 shares of our Common Stock,
valued at approximately $72 million. We have agreed to register all of such

16
<PAGE>
shares with the SEC prior to December 31, 2000, and a portion of such shares are
included in this Prospectus. Unwire's assets include, but are not limited to,
(i) cash on hand, (ii) accounts and accounts receivable, (iii) prepaid expenses,
(iv) furniture and fixtures, machinery and equipment, and inventory in all
forms, (v) leases, (vi) intellectual property and proprietary rights and
interests and (vii) contracts and contract rights. These assets are used in
connection with Unwire's business which focuses on the development of systems
and equipment for GSM positioning and telematics. We intend to continue such use
of the assets of Unwire.

NINE MONTHS ENDED MARCH 31, 2000

For the nine months ended March 31, 2000, we had aggregate commercial
revenues of $619,274. We incurred a loss of ($6,511,820) for such nine-month
period, as compared to a loss of ($1,483,208) for the nine months ended
March 31, 1999. Selling, general and administrative expenses were $2,580,902,
and depreciation and amortization expense was $2,398,419 during the nine months
ended March 31, 2000. For the nine months ended March 31, 1999, selling, general
and administrative expenses were $1,296,409, and depreciation and amortization
expense of $193,520.

We also incurred financial items of $818,348 during the nine months ended
March 31, 2000, which is mostly attributable to the interest costs and original
issue discount associated with the $2,000,000 bridge financing closed in
August 1999

FISCAL YEAR ENDED JUNE 30, 1999

For fiscal 1999, the Company had no revenues from commercial operations. The
Company funded its operations out of proceeds from equity offerings. For fiscal
1999, the Company incurred a net loss of ($2,969,751).

The remaining $120,000 stock subscription outstanding at June 30, 1998 was
paid in November 1998 and in March 1999 such that at June 30, 1999, there was a
zero balance.

FISCAL YEAR ENDED JUNE 30, 1998

We had no revenues from operations during the fiscal year ended June 30,
1998. In March 1997, we sold 500,000 shares of our Common Stock at $0.20 per
share pursuant to Rule 504 of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"). We received gross proceeds of $100,000 from such
offering. During the period from the commencement of operations until
June 1997, the end of our first fiscal year, we spent approximately $40,100.
This amount was spent for general and administrative purposes, including the
costs of setting up offices.

For our fiscal year ended June 30, 1998, the Company did not have any
revenues from commercial operations. In February 1998, we sold 715,000 shares of
its Common Stock at $1.25 per share, pursuant to Rule 504 of Regulation D under
the Securities Act. We received gross proceeds of $893,750 from such offering.
In June 1998, we sold 775,000 shares of our Common Stock at $4.00 per share,
pursuant to Regulation S under the Securities Act. All such shares were sold to
"non-U.S. Persons" as defined in Regulation S. We received gross proceeds of
$3,100,000 from such offering.

We incurred a loss of ($812,571) for its 1998 fiscal year. For that period,
selling, general and administrative expenses were $513,652, professional fees
were $315,431, and depreciation expense was $6,725. We also realized a net gain
of $23,237 for financial items, consisting mainly of exchange rate differences
during the financing together with interest on capital. Labor costs for fiscal
1998 were $196,300 as we grew from two to seven employees. The Company purchased
computer equipment for $110,000.

In fiscal 1998, we issued 1,950,000 shares of our Common Stock and paid
$500,000 for the initial license of the technology platform underlying the
CellPoint System. Such transaction was amended and

17
<PAGE>
restated in 1999 so that we acquired the technology outright for additional
500,000 shares of our Common Stock.

LIQUIDITY AND CAPITAL RESOURCES

We required additional capital at the end of calendar 1999 to implement our
business strategies, including cash for (i) payment of increased operating
expenses such as salaries for additional employees; and (ii) further
implementation of those business strategies. Such additional capital may be
raised through additional public or private financing, as well as borrowings and
other resources. To the extent that additional capital is raised through the
sale of equity or equity-related securities, the issuance of such securities
could result in dilution to our stockholders. No assurance can be given,
however, that we will have access to the capital markets in the future, or that
financing will be available on acceptable terms to satisfy our cash requirements
to implement our business strategies. If we are unable to access the capital
markets or obtain acceptable financing, our results of operations and financial
conditions will be materially and adversely affected. We may be required to
raise substantial additional funds. If adequate funds are not available to us,
we may be required to curtail operations significantly or to obtain funds
through entering into arrangements with collaborative partners or others that
may require us to relinquish rights to certain of our technologies or product
candidates that we would not otherwise relinquish. While we have begun to
receive commercial revenues, there can be no assurances that our existing
commercial agreements will provide adequate cash to sustain our operations. If
we decide to expand our business faster, or to geographic areas outside of
Europe during the next twelve months, we may need to raise further capital.

No assurance can be given, however, that we will have access to the capital
markets in the future, or that financing will be available on acceptable terms
to satisfy our cash requirements to implement its business strategies. Our
inability to access the capital markets or obtain acceptable financing could
have a material adverse effect on the results of operations and financial
conditions of the Company. If, as we expand our operations, adequate funds are
not available, we may be required to curtail operations significantly or to
obtain funds through entering into arrangements with collaborative partners or
others that may require us to relinquish rights to certain of our technologies
or product candidates that we would not otherwise relinquish. If we decide to
expand our business faster, or to geographic areas outside of Europe, we may
need to raise further capital.

In April 1999, we entered into an agreement with Tele2 to provide our
technology and related services in Sweden. Tele2 launched commercial services in
Sweden for positioning of mobile phones based on the CellPoint System in
November 1999. We will receive a percentage of the revenue stream created
through the new service being offered by Tele2. Those revenue streams are a
percentage of fees that Tele2 will collect and include a monthly minimum payment
requirement. To date, we have received an aggregate of $440,444 from the Tele2
agreement.

In July 1999, we entered into an evaluation agreement with France Telecom
Mobiles to provide our technology and related services in France. Revenues
commenced during this evaluation project and significant revenue is expected by
management upon completion of the evaluation project by France Telecom Mobiles.

We are currently running approximately 10 pilot projects and technology
evaluations with cellular network providers throughout Europe and other parts of
the world. We cannot assure you that any of these pilot projects will result in
the execution of definitive contracts for our products and services. We cannot
rely on the anticipated revenue from these projects to meet our current growth
and expense projections. We believe that we will have to raise additional funds
through the sale of our equity securities, until the completion of such pilot
programs and commercial roll-outs are implemented.

18
<PAGE>
FISCAL YEAR ENDED JUNE 30, 1999

At June 30, 1999, we had $236,193 in current assets. Cash and cash
equivalents amounted to $180,073. The decrease in cash and cash equivalents from
June 30, 1998 is attributable to our ongoing operations without receiving any
commercial revenues during that period. During such fiscal year, current assets
decreased by $7,036,544 mostly as a result of the restated agreements during the
period. This includes $5,400,000 relative to the exercise of the option to
purchase our core technology and related assets. Current liabilities decreased
from $919,495 at June 30, to $595,640 at June 30, 1999.

Our stockholders' equity was $11,160,902 at June 30, 1999, including an
accumulated deficit of $3,806,343.

FISCAL YEAR ENDED JUNE 30, 1998

At June 30, 1998, we had $7,272,737 in current assets. Cash and cash
equivalents amounted to $764,603. We also had $2,346,667 in subscription
receivable from our Regulation S offering, which subscriptions of $2,226,667
were subsequently paid during the first fiscal quarter of 1999. We had
indebtedness to an employee of $151,554, and owed $250,000 in connection with
the acquisition of the technology license.

Our stockholders' equity was $10,713,334 at the end of fiscal 1998,
including an accumulated deficit of $836,592.

NINE MONTHS ENDED MARCH 31, 2000

At March 31, 2000, we had $5,888,512 in current assets and $2,477,329 in
current liabilities. We had working capital of $3,411,183 at March 31, 2000.
Cash and cash equivalents amounted to $4,874,541.

Our stockholders' equity was $84,944,179 at March 31, 2000, including an
accumulated deficit of ($10,318,163), as compared to stockholders' equity of
$11,160,902 and an accumulated deficit of ($3,806,343) at its fiscal year end of
June 30, 1999. We will have a tax liability in Sweden to the extent that any
options held by our employees are exercised; however, to date, such liability
has not been incurred since no options have been exercised. In addition, because
the shares underlying such options have not yet been registered under the
Securities Act we do not expect to incur such tax expense in the near future.

RECENT DEVELOPMENTS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

From our inception through the fall of 1997, our auditors were Kelly &
Company, of Newport Beach, California. In the fall of 1997, by mutual agreement,
the Company and Kelly & Company terminated that professional relationship. The
report of Kelly & Company on our financial statements from inception
(February 1997) through June 30, 1997 did not contain an adverse opinion or
disclaimer of opinion, nor was it modified as to uncertainty, audit scope or
accounting principles. Such report,

19
<PAGE>
however, included a statement that we were a development stage company, with no
revenues, which has sustained losses from operations since inception. Kelly &
Company stated that there was substantial doubt about our ability to continue as
a going concern. We did not disagree with such statements at that time. The
decision to terminate our professional relationship with Kelly & Company was
approved by our Board of Directors.

From the fall of 1997 through January 27, 1999, our auditors were Ohrlings
Coopers & Lybrand of Sweden. In January 1999, by mutual agreement, the Company
and Ohrlings Coopers & Lybrand terminated that professional relationship. Such
decision was approved by our Board of Directors. The report of Ohrlings
Coopers & Lybrand on our financial statements for the fiscal year ended
June 30, 1998 did not contain an adverse opinion or disclaimer of opinion, nor
was it modified as to uncertainty, audit scope or accounting principles. Such
report, however, included a statement that we were a development stage company,
with no revenues, which has sustained losses from operations since inception.
Ohrlings Coopers & Lybrand stated that there was substantial doubt about our
ability to continue as a going concern.

Since January 1999, our auditors have been BDO International AB of
Stockholm, Sweden. BDO International AB has audited our financial statements for
the fiscal years ended June 30, 1999 and June 30, 1998. The report of BDO
International AB includes a statement that there is substantial doubt about our
ability to continue as a going concern. Investors in our shares should review
carefully the report of BDO International AB. There can be no assurances that we
will be able to continue as a going concern.

20
<PAGE>
BUSINESS

OVERVIEW

CellPoint is engaged in the business of promoting, marketing, developing,
selling and supporting the CellPoint System, a digital cellular, or GSM (Global
System for Mobile Communications, "GSM") technology for positioning and
telematics services. We acquired the rights to the technology platform
supporting the CellPoint System in February 1999 and have the right to use it
worldwide, with the exception of sub-Saharan Africa. In February 2000, we
acquired Unwire AB, which develops systems and equipment for GSM positioning and
telematics and holds unique patents for positioning.

Telematics involves wireless remote management and control of machines and
equipment. The field of applications spans all industries and includes
logistics, alarm management, elevator systems, vending machines, container
management, meter reading, fleet management, vehicle monitoring and remote
control, quality control, cash and ATM terminals, gate and door management,
security, supervision and service information. The primary location service
applications include resource management of mobile service personnel, friend
finding relative to one's own location, fleet management and vehicle tracking
for security including positioning and tracking for recovery in the event of
theft.

Positioning of cellular telephones is a relatively new development of the
technology. Applications include resource and fleet management of mobile
personnel and assets, buddy list management with friend finding, location of a
caller in the event of emergency and location-based information services, on
demand, for a cellular phone user. In the resource and fleet management
application, companies can view, track and direct their mobile service and sales
personnel over the Internet. Friend-finding allows users to maintain buddy lists
and view the location of pre-defined, consenting individuals relative to their
own location, send messages to these people or call them. Information services
can include location-sensitive traffic reports, weather, and concierge
information services such as the location of the nearest hotel, restaurant or
repair shop. Emergency applications could include locating persons making
emergency calls, roadside assistance in the event of vehicle breakdown or
location of an elderly or mentally challenged person who may be lost or missing.
Personal security services offer added security to people in higher risk
occupations such as night security guards, chauffeurs, tax collectors, health
care personnel, postal delivery persons and couriers.

The CellPoint System is a valuable tool for fleet and personnel managers
such as service and repair companies, sales organizations, courier and shipping
agencies, coach companies, taxi services, car rental agencies, delivery firms,
railroad companies, etc., who want to manage their mobile resources and assets
more effectively. The communication and positioning system will help fleet
owners to optimize routes and allocate resources. Customers of these
organizations can also benefit from increased information being made available
to them through the delivery of new location services, such as when to expect a
delivery, installation or service repair person. The location and telematics
services can also be used to monitor location, speed, rpm, distance traveled,
time at certain locations, fuel tank content and consumption of fuel. While we
believe that the potential cost savings for fleet owners and

21
<PAGE>
personnel managers using the CellPoint System are significant, we have not had
extensive experience yet in the commercial use of these products.

Rental companies (e.g., of machinery, vehicles, equipment and containers)
can use the CellPoint System for surveillance and allocation purposes.
Additionally, they can use the remote control feature to shut off ignition and
fuel, lock doors, etc., in case the customer misuses the equipment or does not
return the vehicle. In case of theft, the vehicle can also be located and
recovered. If necessary, a special homing beacon can be activated when a
recovery team is close to a stolen vehicle to assist in the final tracking of
the vehicle to the exact spot. Matrix has used this method in multi-level car
parks and underground garages.

The hardware terminals used for in-vehicle and industrial applications
contain a GSM module. These terminals are built to be installed in vehicles and
withstand the harsh in-vehicle operating environment, or in industrial
environments without constant supervision by personnel. Terminals have
input-output devices for telematics functions. One version of the terminal used
in positioning applications also includes a global positioning module which is a
satellite tracking technology that complements the GSM tracking technology. Our
products also include proprietary software used in the positioning calculations.

The CellPoint System's terminals can also be programmed to activate by
remote control when, for example, someone reports an item missing, presses a
distress button, or when a conventional alarm is triggered. The CellPoint System
can also be pre-programmed to indicate when a vehicle passes certain limits,
e.g., being driven on board of a ferry or passing a country border, or when an
industrial garage door has been opened a certain number of times and thus will
be requiring maintenance. The remote configuration will allow the remote
operator to position an asset, lock doors on a vehicle, make its lights flash,
shut off fuel injection, etc. as well as automatically trigger service calls on
a wide variety of industrial equipment. Purpose designed terminals can be
installed at the point of manufacture or after the fact.

The Federal Communications Commission ("FCC") in the United States adopted a
ruling in June 1996 (Docket No. 94-102) that will require all cellular telephone
carriers to provide location information on all 911 calls. By October 2001, all
carriers will be required to provide phone location information. Management of
the Company believes that other countries will initiate such rulings in the
future as well. Even without such a ruling, many cellular carriers are
interested in providing new value-added services incorporating cellular location
such as the services available with the CellPoint System.

A wide assortment of standard cellular telephones and WAP telephones support
the CellPoint technology today. We believe that more than 90% of the cellular
phones sold in Europe this year are compatible with the CellPoint System
technology.

SYSTEM COMPONENTS

Our technology is based on both cellular telephones and specially designed,
compact GSM terminal units, which can easily be hidden in a vehicle, boat,
container or elsewhere, or installed in industrial equipment at the point of
manufacture or after manufacture. A cellular telephone can be positioned in the
same way as the purpose-designed terminals. The cellular phone or terminal
communicates with the CellPoint System over the GSM network which makes it
possible instantly to locate the phone/person, vehicle or asset through the
existing GSM radio network. The telephone, or the vehicle or asset's position is
displayed graphically on a computerized map. Since the CellPoint System uses the
existing GSM radio network, cellular telephones, vehicles and other assets can
be located even if they are inside buildings, containers, urban canyons--places
where there is normally GSM coverage but not necessarily GPS satellite coverage.

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<PAGE>
GSM technology provides for the integration of voice and data, allowing for
a wide variety of new data services (without the use of a separate modem). Using
the existing GSM mobile networks, the CellPoint System communication and
positioning technology is the only commercially available system in the world
known to the Company that can determine the position a standard GSM mobile phone
using the unmodified GSM networks. The CellPoint System does not affect the
voice-carrying capacity of the cellular telephone system. It is less expensive
than circuit-switched and packet radio because it does not use the cellular
voice channel for transmission. Implementation costs are lower because it does
not require the extensive modification or build-out that packet and private
radio require. Access for the end-user is via standard Internet, via data
connection or telephone.

The CellPoint System utilizes:

- A standard GSM cellular network;

- Proprietary server system, the CellPoint System, (hardware and software)
interacting with the GSM cellular network operator's system, placed at the
operator's site, at CellPoint's premises or third party premises;

- A standard GSM cellular phone, WAP phone or a CellPoint GSM terminal unit;

- Client software application; and

- The Internet.

The server consists of a number of computers that manage the traffic between
the GSM network and the client software. It is designed to handle large
quantities of messages used in complex applications. The CellPoint System
manages the communication processes, including routing of messages, calculation
of positions, database management and bi-directional message confirmation.
Remote billing features are also integrated.

Client software for various applications has been developed based on
customers' needs and can be customized to suit many environments. Normally these
applications provide a graphical interface to display positions as well as to
track, update and/or control the phone's or terminal's functions. Client
software can be tailored for single user environment over the Internet or for a
full control center with multiple workstations. Connection to the CellPoint
server can be established through the Internet, dial-up or direct connection or
via GSM.

In the case of proprietary in-vehicle or industrial terminals, the
microprocessor-controlled terminal contains a GSM unit and has a number of
inputs and outputs for customized uses. It consists of a GSM transmitter and
receiver, a computer circuit board and a battery. The battery provides back up
in case the regular power source is disconnected. In the case of positioning,
the antenna is very small and does not need to be mounted visibly, in the open
or at the exterior, so the units can be completely concealed and hidden in the
asset or vehicle. The Company also has a more advanced version of the terminal,
with a broader range of GSM functions and additional Global Positioning System
("GPS") satellite capability, making it more flexible for extensive fleet
management services.

BUSINESS STRATEGY AND COMMERCIAL APPLICATIONS

Our business strategy is to provide GSM positioning applications and
services and telematics services in target markets around the world. For
positioning applications, we begin with installing the CellPoint System with a
GSM cellular network operator. The network operator will then market the
CellPoint applications as part of a group of services offered to the end-users
of the cellular network. Telematics services are marketed directly to larger
industrial users, and the GSM terminals are programmed for specific applications
such as ventilation system management, container management or for remote
management, supervision and control of security systems or automatic door
systems.

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We earn revenues through (i) percentage or fixed price participation in the
revenue streams resulting from the new services offered by that the network
operator, (ii) sale of tiered licenses to network operators, such as a fixed
price for the first 50,000 users with increases for additions of 100,000,
500,000 and 1,000,000 users, (iii) usage revenues for service providers, based
on transaction volumes such as usage of 5 positions per second or telematics
functions scaled to hundreds of positions or telematics functions per second or
per transaction, (iv) sale of the CellPoint System to strategic partners where
partners are licensed to operate the technology in a specified geographic area,
(v) advertising revenues for the internet web application which is the
application from which consumers and companies access graphical positioning
information of mobile telephones and terminals, and (iv) revenues from the sale
of hardware terminals software applications and transaction services. To date,
we have engaged in marketing each type of these revenue opportunities.

Our first commercial agreement was signed in April 1999 with Tele2, a GSM
network operator in Sweden, for positioning services for GSM telephones. This is
a significant contract in that it constitutes the first commercial use of the
technology outside of South Africa. We will receive revenue percentage
participation with the operator based on a sliding scale, such that a higher
percentage is received for the first few thousand users, and that percentage is
reduced beyond higher volume users of the technology. Further, the Company will
receive minimum monthly payments regardless of the number of users. Tele2
launched commercial services in Sweden for positioning of mobile phones based on
the CellPoint System in November 1999. To date, we have received $440,444 in
revenues from the Tele2 contract.

On July 28, 1999, we signed an agreement with France Telecom Mobiles for the
purchase of a system for an evaluation project of the Company's CellPoint
positioning technology. The CellPoint System has been installed and undergoing
technical testing since March 1999 to provide out technology and related
services in France. A commercial testing phase commenced in September 1999.
Revenues commenced during this evaluation project and significant revenue is
expected by management upon completion of the evaluation project by France
Telecom Mobiles.

On May 4, 2000, we entered into an agreement with Yahoo Sevrige AB, a
European subsidiary of Yahoo! Inc. We have agreed to co-market a
person-to-person locator service for mobile phones in specified countries in
Europe. The service will be called "Yahoo! Find-A-Friend". Using our Finder!
technology, Yahoo! Find-A-Friend allows users to readily pinpoint the location
of the friend or colleague they are trying to contact. The service can easily be
bundled with pre-paid network packages sold by mobile network operators as an
added value feature to maintain customer loyalty and to attract new subscribers.
CellPoint's Finder! and Yahoo! Find-A-Friend can be used anywhere in the world
where there is a GSM network in place. CellPoint will receive revenues from the
GSM network operator for the CellPoint platform and will have revenue sharing
with Yahoo! and the GSM operator for the Find-A-Friend services.

Further strategic alliances are in place to co-market new services
internationally, such as with Yahoo Sverige AB, where Yahoo! has branded
CellPoint's Finder! product as Yahoo! Find-A-Friend, and with Matrix for
deploying vehicle tracking and fleet management services with the Company's
purpose-designed terminals. We also cooperate with numerous cellular industry
suppliers including cellular phone and SIM card manufacturers. Additional
strategic alliances being sought include distribution and marketing channels to
sell the positioning and telematics services for GSM cellular phones and the
proprietary hardware terminals to industrial end-users. End-users can include
companies wishing to track and protect their vehicle fleets for purposes of
scheduling, dispatch, security and theft recovery. End-user individuals could be
the owner or a car for purposes of location in the event of theft, for emergency
SOS/E-911 services or location-based information services.

In addition to location services, our technology also supports telematics
applications. A control center, equipped with the necessary CellPoint client
software and mapping application, can track a

24
<PAGE>
stolen vehicle and report on the vehicle's whereabouts. Law enforcement
personnel can verify that they have located the exact vehicle in question when
executing the remote control operation such as to blink the vehicle's rear
lights. Other telematics applications being marketed include wireless remote
management and control of machines and equipment, such as for alarm management,
elevator systems, vending machines, container management, meter reading, fleet
management, quality control, cash and ATM terminals, gate and door management,
security, supervision and service information.

We are currently running approximately 10 pilot projects and technology
evaluations with cellular network providers for positioning services throughout
Europe and other parts of the world. We cannot assure you that any of these
pilot projects will result in the execution of definitive contracts for our
products and services. We cannot rely on the anticipated revenue from these
projects to meet our current growth and expense projections. We believe that we
will have to raise additional funds through the sale of our equity securities.

RESEARCH AND DEVELOPMENT

We spent approximately $225,000 on research and development activities in
fiscal 1999, as compared to $7,000 spent on research and development in the
previous fiscal year. In fiscal 2000, we have spent approximately $1 million on
development activity. In a development project for the development of an X.25
communications interface with SOS Alarm, Sweden's emergency dispatch
organization, the costs for the development were shared between CellPoint AB and
SOS Alarm.

VALUE-ADDED MOBILE SERVICES

Operators of cellular phone networks have, in a short period of time,
commanded the global market for mobile voice communication using their huge
investments in the mobile networks, and the GSM operators are now moving to
expand their revenue base and prevent churning of customers by offering VAMS
(Value Added Mobile Services). The companies demanding these new services are
the cellular operators around the world. GSM is the leading standard in the
world in cellular communications with more than 290 million users.

Our technology fits very well into the demands from GSM operators. The
CellPoint System offers the cellular network operators the opportunity to
increase significantly their subscriber base and increase revenues by offering
additional services, without the necessity for a large capital investment. We
are not aware of any existing similar competing product offered by any potential
competitors at the date hereof and currently believe that we have a timing
advantage before any competing system is ready for commercial introduction.
There can be no assurance, however, as to the effect on our business, of any
competing system when such system becomes commercially feasible.

The CellPoint System technology does not require any modification of the
mobile operator's existing base station hardware and software, which means that
these value added services can be offered with very low initial investments and
be implemented very quickly. The technology functions independently of the
manufacturer of the equipment or the provider of the cellular service, and uses
standard GSM cellular phones and WAP phones in standard GSM networks and
standard Internet tools.

There can be no assurance that the CellPoint System will achieve a
significant degree of market share, and that such acceptance, if achieved, will
be sustained for any significant period or that life cycles of that technology
will be sufficient (or substitute products available) to permit the Company to
recover start-up and other associated costs.

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<PAGE>
COMPETITION

Although we believe that the CellPoint System is unique, there can be no
assurances that other companies will not introduce similar or more advanced
technologies. To date, there is no known product commercially installed in the
market that either performs positioning using the unmodified GSM network or has
the extent of commercial experience in performing positioning using the GSM
network. Today, the CellPoint technology is in use in South Africa where there
are more than 25,000 users and the Company is currently implementing it in
Sweden and France.

We know of some companies that are working in the area of using the GSM
networks for positioning. Potential competitors have chosen to develop
"network-based" solutions as opposed to the "terminal-based" solution CellPoint
has. As far as we know, no other company has implemented any commercial
terminal-based solution in the GSM world. Our technology can be accessed merely
by installing the CellPoint System server in a cellular operator's network and
registering the new users who have a SIM (Subscriber Identity Module) card that
supports our positioning programs. By comparison, a network-based solution
requires new hardware and software in the base stations, which takes
considerable time and results in a significant cost to the network operator.

The main advantage of the network-based system is that once it is installed,
every phone can be positioned, while in the terminal-based system, only the
special terminals or the specific phones can be positioned. Only users of the
positioning services would then pay for the services. There are also known
privacy issues associated with network-based services; whereas users of
CellPoint location services are in full control of their privacy at all times.

The main advantage of the terminal-based solution is that it works today,
while the network-based systems are only in the testing phase. The CellPoint
System can be implemented not only much faster than the network-based systems
but also at a fraction of the cost for the network operator. Cellular operators
have also identified a large new market for positioning services now and likely
may not want to wait until another system is available.

Ericsson announced its network-based Mobile Positioning Systems "MPS" for
positioning GSM telephones in November 1998. The MPS system has started testing
in a small area in Sweden but Ericsson has indicated it would not be ready to
deliver commercial services until the year 2001. Key differentiators of the MPS
technology is that it works in Ericsson-only networks whereas the CellPoint
technology is independent of GSM infrastructure supplier (it can work with
Ericsson, Motorola, Nokia, Siemens, Alcatel, etc.). It is also understood that
the MPS system is significantly more costly than the CellPoint System as it is
an overlay system which means the operator must install hardware on every
cellular tower/base-station in the network. This will take time and money. The
CellPoint System requires no modification to the GSM operator's network as it is
a terminal-based system rather than a network-based system. The user can also
control privacy and determine if they want to be positioned or not by selecting
an option on their telephone, and the user can lock out all positioning, or
positioning to just a list of people (a buddy list) or to a certain individual
or individuals.

Other companies using similar approach to Ericsson are True Position and US
Wireless Corporation in the United States and Cambridge Positioning Systems in
the United Kingdom. They are also overlay systems requiring special hardware
add-ons in the GSM networks and it is understood by management that they have no
commercial installation base today.

To our knowledge, there is no other technology that is commercially
deployed, or at a commercially-ready stage, nor do we know of any other
terminal-based solutions, except for some planning by companies such as
Snaptrack and Sirf to build GPS into hand-held telephones. GPS (Global
Positioning Systems) uses satellites and requires direct line of sight to at
least three satellites in order to determine a position, which is normally
highly accurate. Network Assisted GPS (A-GPS) allows GPS receivers in a GSM
network to increase the response time performance of handsets

26
<PAGE>
receiving GPS transmissions for location. There are, however, still a number of
challenges to A-GPS of which the most important are the antenna, power
consumption and cost. All of these are entail major design challenges on their
own and it will take considerable time and effort to resolve them before GPS
equipped cellular phones are commercially available. The other issue is
availability and the relatively low percentage of time that a cellular phone
equipped with GPS can obtain GPS position, estimated at 40%-70% of the time,
versus near 100% availability in GSM positioning.

In the United States, the FCC has outlined guidelines for wireless E911
waivers for terminal-based approaches for the second phase of the FCC's E911
requirements. In the original ruling (Docket No. 94-102), a cellular caller's
location must be identified within 125 meters 67% of the time. All existing and
new cellular telephones would have to have the capability to be positioned by
location technology by October 1 of Year 2001. In the new FCC rule waivers in
September 1999, the FCC has stated that it will now also allow terminal-based
technologies due to possible advantages in cost and accuracy for a cellular
service provider. This new ruling has made our terminal-based technology a
viable option to the network operators in the United States.

The path chosen by the major companies who are our competitors or potential
competitors--Ericsson, Motorola, Nokia, Alcatel, Sony, Panasonic and Siemens may
factor significantly in our market share. These companies are eager and have
more substantial resources than we have. There are possibilities for the
CellPoint technology to co-exist with other network-based solutions. In this
example, a cellular operator could use the cost-effective CellPoint technology
in urban areas, where the cellular base stations are most dense, and an Ericsson
solution, for example, could be implemented for rural areas where overall costs
and service offerings for the cellular operator would be optimized.

Even if companies commercialize competing systems, we believe we are
positioned to achieve a significant market share. We are benefiting from
increased interest in our technology as more information about the value and
potential of positioning technology becomes known.

EMPLOYEES

We currently have 71 full-time employees. We expect to expand our technical
and marketing resources by hiring additional full-time staff in the next six
months. None of our employees is represented by a labor union. We consider our
relations with our employees to be very good.

TRADEMARKS AND PATENTS

We have applied for a trademark for The CellPoint System and logo, and our
applications are currently pending. We have applied for eight patents for the
CellPoint System, have five patents pending and are applying for two additional
patents with respect to the CellPoint System. Five of the eight patent
applications which were filed are currently pending; three have been accepted.

We believe that the complexity involved in developing this technology offers
considerable protection against similar developments. The technology has been
under development for five years and is continually being refined and improved.

PROPERTY

We occupy completely furnished facilities consisting of 10,720 square feet
of leased office space located at Kronborgsgrand 7, 164 46 Kista, Sweden. We
occupy those facilities on a lease basis and pay the equivalent of $14,500 per
month rent for those facilities. The facilities are leased until May 2003. The
leased property is covered by a comprehensive insurance policy covering
property, fire, theft, business interruption, general and liability, legal and
litigation. We believe that the premises will be adequate through the remainder
of the lease. The Company has also set up an office in England and

27
<PAGE>
will move into completely furnished facilities this summer. At present, we
occupy rented space in Bracknell, England.

Our Unwire subsidiary in Sweden occupies 5000 square feet of leased office
space located at Solna Torg 13, 171 45 Solna, Sweden. Unwire occupies those on a
lease basis and pays the equivalent of $5,100 per month rent for those
facilities. The lease held by Unwire expires in October 2001. Management
believes this space will be adequate through the remainder of the lease.

Our South African subsidiary in Johannesburg occupies 4500 square feet of
leased office space located at Ibhubezi House, Howick Close, Waterfall Park,
Midrand, South Africa. We occupy those on a rent basis and pay the equivalent of
$2,600 per month rent for those facilities. The lease held by Wasp SA expires in
May of 2002. The leased property is covered by a comprehensive insurance policy
covering fire, theft, business interruption, public liability, electronic
equipment, office contents, and accident insurance for staff. Management
believes the staff could increase by 50% before needing to move into larger
premises.

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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We have 22,000,000 authorized shares of Common Stock, of which 10,465,000
shares were issued and outstanding as of July 15, 2000 and 3,000,000 shares of
Preferred Stock, none of which is outstanding. We believe there are
approximately 1,000 beneficial owners of our Common Stock. Each share of Common
Stock is entitled to one vote per share.

The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of July 15, 2000, by (i) each person who is
known by us to own beneficially more than 5% of our outstanding Common Stock;
(ii) each of our officers and directors; and (iii) all officers and directors as
a group.

<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNERS AND DIRECTORS AND OFFICERS OWNED OWNED
---------------------------------------------------------------- ------------ ------------
<S> <C> <C>
5% BENEFICIAL OWNERS
Novel Electronic Systems & Technologies ...................... 2,525,000 24.1%
5 Duke of Edinburgh Ave
Port Louis, Mauritius
DIRECTORS AND EXECUTIVE OFFICERS
Stephen Childs ............................................... 0(a) *
4800 Abbey Road
Placerville, California 95667
USA
Lynn Duplessis ............................................... 2,000,000(b) 19.1%
PO Box 1604
Ascot
Berks SL5 9EX
England
Peter Henricsson ............................................. 2,000,000(c) 19.1%
PO Box 1604
Ascot
Berks SL5 9EX
England
Mats Jonnerhag ............................................... 29,740(d) *
Borsinsikt AB
Box 6044
S-192 06 Sollentuna
Sweden
Bengt Nordstrom .............................................. 35,000(e) *
Northstream AB
Sjoangsvagen 7
S-19172 Sollentuna
Sweden
Lars Persson ................................................. 0(f) *
Heimdalsvagen 10
SE-182 63 Djursholm
Sweden
Albert van Urk ............................................... 75,000(g) *
20 Van Rooy Street
Potchefstroom
South Africa
</TABLE>

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<PAGE>

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

* Less than 1%.

(a) Mr. Childs has options to acquire 20,000 shares, none of which is currently
exercisable.

(b) Includes 1,500,000 shares owned by Peter Henricsson, Ms. Duplessis' husband.
Excludes (1) options to acquire 75,000 shares, and (2) options to acquire
75,000 shares issued to Mr. Henricsson, with respect to which Ms. Duplessis
and Mr. Henricsson have agreed not to exercise such options prior to
October 2000.

(c) Includes 500,000 shares owned by Lynn Duplessis, Mr. Henricsson's wife.
Excludes: (1) options to acquire 75,000 shares, and (2) options to acquire
75,000 shares issued to Ms. Duplessis, with respect to which Ms. Duplessis
and Mr. Henricsson have agreed not to exercise such options prior to
October 2000.

(d) Includes (1)12,350 shares held by Borsinsikt AB, of which Mr. Jonnerhag is a
66% stockholder (owning 10,890 shares), and (2) options to acquire 25,000
shares of which 17,000 are currently exercisable.

(e) Mr. Nordstrom has options to acquire 35,000 shares, all of which are
currently exercisable.

(f) Mr. Persson has options to acquire 90,000 shares, none of which is currently
exercisable.

(g) Mr. van Urk has options to acquire 75,000 shares, all of which are currently
exercisable.

(h) Mr. Wallman has options to acquire 25,000 shares, all of which are currently
exercisable.

STOCK INCENTIVE PLAN

We have adopted a stock incentive plan (the "Plan"). Pursuant to the
provisions of the Plan, 1,500,000 shares of our Common Stock are reserved for
issuance upon exercise of options. The Plan is designed to retain qualified and
competent officers, employees, and directors.

Our Board of Directors, or a committee thereof, shall administer the Plan
and is authorized, in its sole and absolute discretion, to grant options
thereunder to all eligible employees, including our officers and directors
(whether or not employees). Options will be granted pursuant to the provisions
of the Plan on such terms and at such prices as determined by our Board of
Directors. The exercise price will not be lower than the closing price on the
date the options are issued, or if such prices are not available, at the fair
market value as determined by the Board of Directors. Options granted under the
Plan will be exercisable after the period specified in the option agreement.
Options granted under the Plan will not be exercisable after the expiration of
ten years from the date of grant. The Plan will also authorize us, in our
discretion, to make loans to optionees to enable them to exercise their options.
At present, 895,000 options have been granted, though none has been exercised.

To date, we have not issued any SARs. With respect to Peter Henricsson, we
granted, in Fiscal 1999, no options, and in fiscal 1998, 75,000 options, with an
exercise price of $2.75 per share. Mr. Henricsson has agreed not to exercise any
such options prior to October 2000.

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<PAGE>
STOCK WARRANT PLAN

We have adopted a stock warrant plan (the "Warrant Plan"). Pursuant to the
provisions of the Warrant Plan, eligible employees, consultants and affiliates
will be given the opportunity to purchase warrants, which warrants can be
exercised, upon vesting, to purchase shares of our Common Stock. An aggregate of
500,000 shares of our Common Stock have been reserved for issuance pursuant to
the Warrant Plan. The Plan is designed primarily to retain qualified and
competent officers, employees, and directors.

Our Board of Directors, or a committee thereof, shall administer the Plan
and is authorized, in its sole and absolute discretion, to grant options
thereunder to all eligible employees, consultants and affiliates including our
officers and directors (whether or not employees). Warrants will be sold to
eligible persons at prices determined by independent appraisers to be fair
market prices at the time of such sale. Each warrant will have an exercise price
equal to no less than 150% of the closing price of our Common Stock on the date
immediately preceding the date of sale. Each warrant sold pursuant to the
Warrant Plan will be subject to a vesting period as determined by the Board of
Directors, and will expire no later than five years from the date of issuance.
To date, warrants with respect to an aggregate of 347,000 shares have been sold.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

STEPHEN CHILDS, 53, has been a director of the Company since May 2000. He
has more than 15 years international experience in the telecom industry and has
held senior management positions with Orange from 1997-2000 as Group
Director--New Business Ventures; Deutsche Telecom from 1995-1996 as Vice
President, International Business Development; US West International from
1993-1995, Assistant Vice President; Pakcom from 1990-1993 as CEO and McCaw
Cellular from 1986-1988 in the United States as General Manager. He has over
20 years of proven success in general management, sales and marketing and an
extensive network in the telecoms industry.

LYNN DUPLESSIS, 40, has been Executive Vice President and Secretary,
Treasurer and director of the Company since its formation in 1997. She has
19 years of experience in the technology industry. Ms. Duplessis has been
employed by Minerva Technology Inc, Vancouver, British Columbia, (1996),
director of industry solutions with The Capstan Group, Vancouver, British
Columbia, (1992-1993), and was employed in marketing, management and systems
engineering by IBM Canada Ltd., Vancouver, British Columbia and Toronto,
Ontario, Canada (1981-1992). She is also a director of CellPoint SA, Unwire AB,
CellPoint Europe Ltd. and CellPoint AB. Ms. Duplessis is married to Peter
Henricsson, a director and the President of the Company.

PETER HENRICSSON, 47, has been President, Chief Executive Officer, and
director of the Company since its formation in 1997. He has over 20 years of
experience in executive management, international marketing, venture capital,
consulting and financing, with both multinational corporations and emerging
companies. Mr. Henricsson has been President of Iform Sverige AB of Sweden,
(1996-1997), owner of HIM Inc. (Henricsson International Marketing), Vancouver,
British Columbia, (1991-1996), senior vice president with Allied Environmental,
Vancouver, British Columbia, (1986-1991), and manager at Atlas Copco MCT AB,
Stockholm, Sweden, Hong Kong and Indonesia (1980-1986). He is also a director of
CellPoint SA, and Chairman of the Board and a director of CellPoint AB, Unwire
AB and CellPoint Europe Ltd. Mr. Henricsson is married to Lynn Duplessis, a
director and Secretary and Treasurer of the Company.

MATS JONNERHAG, 46, has been a director of the Company since December 1998.
Mr. Jonnerhag is the founder and majority owner of Borsinsikt AB. He founded
Borsinsikt in 1982 and has more than 20 years of experience with the Swedish
stock market. Borsinsikt publishes a weekly stock market newsletter. Subsidiary
operations include Borsinsikt Broker, which is a brokerage company, and
Borsinsikt BorsData AB, which markets analysis software developed in-house and
other research products.

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<PAGE>
BENGT NORDSTROM, 42, has been a director of the Company since
September 1998. He was the Chief Technology Officer and Executive Director of
SmarTone Telecommunications Ltd., a cellular network operator in Hong Kong,
until January 1999. He is now the President and Senior Partner of Northstream AB
of Sweden, a GSM advisory company specializing in data over GSM. Mr. Nordstrom
is a member of the Executive Committee of the GSM Association which represents
the interests of over 400 GSM and satellite network operators around the world.
He was with SmarTone from 1993 to 1998, and was previously with Comviq GSM AB
from 1989-1993 and with Ericsson Telecom AB from 1983-1989.

LARS PERSSON, on August 3, 2000 Lars Persson became a Director of the
Company and the Chief Executive Officer of CellPoint Europe Limited.
Mr. Persson was most recently President of Telia Mobile International. Telia
Mobile is a substantial mobile telecommunication operator in the Nordic
countries.

ALBERT VAN URK, 32, is co-founder of Wasp International and has been a
director of the Company since 1999. He is also a director and Vice President of
Technology for CellPoint AB and a director of CellPoint SA. He had been the
Director of Research and Development of Wasp International from 1993 to 1999.
Mr. van Urk is a director of Wasp SA. He led the development of the CellPoint
GSM positioning technology platform and continues research and development
activities for the CellPoint System.

KJELL WALLMAN, 67, has been a director of the Company since January 1999. He
had been a partner with Mannheimer Swartling Advokatbyra (law firm) since 1990
and retired in January 1999. He continues to consult to Mannheimer on corporate
law matters. He was also a partner with Carl Swartling Advokatbyra from
1974-1990, and a partner with Weltter & Swartling Advokatbyra from 1968-1974.

Except for Stephen Childs, each of our directors was elected by the
stockholders at the stockholders meeting, held in November of 1999. Mr. Childs
was appointed by our Board of Directors to serve as a director in May 2000. Each
director shall serve until the next annual meeting of the stockholders at which
time his successor shall be elected and duly qualified.

EXECUTIVE COMPENSATION

The following table shows compensation for services rendered to the Company
during the fiscal years ended June 30, 1999, 1998 and 1997, respectively, by our
Chief Executive Officer. Each executive officer serves under the authority of
the Board of Directors. No other executive officer of the Company received cash
compensation that exceeded $100,000 during the fiscal years ended June 30, 1999,
1998 and 1997. Therefore, pursuant to Item 402 of Regulation S-B, only
compensation for the Chief Executive Officer is included in the table. Directors
who are also our employees receive no extra compensation for their service on
the Board of Directors.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------------------
AWARDS
-----------------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
---------------------------------------------- RESTRICTED UNDERLYING --------
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
FISCAL SALARY BONUS COMPENSATION AWARD(S) SARS(1) PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
--------------------------- -------- -------- -------- ------------- ---------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter Henricsson, .......... 1999 $71,000 -0- -0- -0- -0- -0- -0-
President and CEO 1998 $35,500 -0- -0- -0- 75,000/0 -0- -0-
1997 -0- -0- -0- -0- -0- -0- -0-
</TABLE>

32
<PAGE>
We have no set bonus policy or plan. Bonuses may be awarded by the
independent directors of the Board. The Board has established a Compensation
Committee consisting of two independent directors and the Chairman of the Board.
The Compensation Committee will review salaries for all senior staff. The
directors of the Company do not receive salaries for being directors but do have
stock options in the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since our formation Peter Henricsson and Lynn Duplessis, our founders and
directors and executive officers, have made interest-free loans to us to fund
our cash needs. During the fiscal year ended June 30, 1997, Mr. Henricsson and
Ms. Duplessis paid all of our operating expenses in the amount of $40,100.
During the fiscal year ended June 30, 1998, they continued to finance our
operations, by extending loans which ranged from a low of $40,000 to a maximum
of $180,000 outstanding at any one time. A portion of these loans was also used
to fund the initial payment made in connection with the acquisition of our
technology. At June 30, 1998, the outstanding amount of our indebtedness to
Mr. Henricsson and Ms. Duplessis was $150,000. We have repaid these loans as and
when we have sufficient excess cash to do so. At no time, has interest been
charged on the outstanding loans. The above loans were repaid in full in
November 1998.

In addition, Mr. Henricsson and Ms. Duplessis have loaned us an aggregate of
$300,000 in June and July 1999. Interest of 5% was charged on the outstanding
balance of this loan, which was repaid in December 1999.

Upon the organization of the Company in 1997, Mr. Henricsson and
Ms. Duplessis invested $1,500 and $500, respectively, in consideration of which,
we issued to them 1,500,000 shares and 500,000 shares of Common Stock,
respectively. These investments were made when we had no assets and no
operations.

In connection with our offering of Common Stock at $4.00 per share pursuant
to Regulation S under the Securities Act, we paid a commission of 5% of the
purchase price per share to Mats Jonnerhag, a director of the Company, and
Borsinsikt A.B., a company in which Jonnerhag is a 66% stockholder.
Mr. Jonnerhag and Borsinsikt placed a total of 260,000 shares, and together they
received a total commission of $52,000.

Effective February 1999, we amended and restated our agreements with Wasp
International and Novel Electronics Systems & Technologies, Ltd., in connection
with the Company's acquisition of the technology platform supporting the
CellPoint System. In May 1998, we issued 1,950,000 shares of our Common Stock as
part of the consideration for the license for the technology, and the option to
acquire the technology, originally granted to us in May 1998. Such shares were
applied to the consideration payable to Novel for the acquisition of the
technology when such agreements were amended and restated effective as of
February 1999. In addition, as part of the February 1999 agreements, in
October 1999, we issued to Novel an additional 75,000 shares of Common Stock
since, for the twenty trading days immediately prior to September 30, 1999, the
average trading price of our Common Stock was less than $16.00 per share.

As part of the February 1999 transaction, we acquired 10% of the outstanding
equity of Wasp SA. One of our directors, Mr. van Urk, is also a director and
shareholder of Wasp SA. From time to time, we may purchase from Wasp SA certain
hardware for the implementation of the CellPoint System. To date, the amounts
paid to Wasp SA for such hardware have not been material. The Company believes
that its equipment purchases from Wasp SA have been and will continue to be on
terms comparable to those available to unaffiliated third parties.

33
<PAGE>
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

Our Common Stock commenced trading on the NASDAQ Electronic Bulletin Board
on January 7, 1998. The Company's fiscal year ends on June 30 of each year. On
August 2, 2000, the closing price of our Common Stock was $21.00. Set forth
below are the high and low closing prices for our Common Stock for each fiscal
quarter since January 7, 1998:

COMMON STOCK PRICES

<TABLE>
<CAPTION>
FISCAL QUARTER HIGH LOW
-------------- -------- --------
<S> <C> <C>
3rd Qtr 98.................................................. $3.625 $1.250
4th Qtr 98.................................................. 5.437 4.000
1st Qtr 99.................................................. 4.800 2.500
2nd Qtr 99.................................................. 6.375 2.750
3rd Qtr 99.................................................. 5.375 2.940
4th Qtr 99.................................................. 5.000 3.125
1st Qtr 00.................................................. 15.875 4.750
2nd Qtr 00.................................................. 49.750 13.750
3rd Qtr 00.................................................. 94.500 39.500
4th Qtr 00.................................................. 57.750 17.000
1st Qtr 01 (through August 2)............................... 44.500 19.500
</TABLE>

DESCRIPTION OF SECURITIES

We are authorized to issue 22,000,000 shares of Common Stock and 3,000,000
shares of preferred stock. As of August 2, 2000, 10,465,000 shares of our Common
Stock are issued and outstanding and no shares of preferred stock are
outstanding.

COMMON STOCK. The holders of our Common Stock are entitled to one vote for
each share held of record on all matters to be voted on by those stockholders.
There is no cumulative voting with respect to the election of directors of the
Company, with the result that the holders of more than 50% of our Common Stock
voted for the election of directors can elect all of those directors. The
holders of our Common Stock are entitled to receive dividends when, as, and if
declared by the Company's Board of Directors from funds legally available
therefor. In the event of liquidation, dissolution, or winding up of the
Company, the holders of our Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of the
Company's liabilities and after provision has been made for each class of stock,
if any, having preference over our Common Stock. Holders of shares of our Common
Stock, as such, have no conversion, preemptive or other subscription rights, and
there are no redemption provisions applicable to our common stock. All of the
outstanding shares of our Common Stock are fully paid and non-assessable.

NON-CUMULATIVE VOTING. The holders of shares of our Common Stock will not
have cumulative voting rights, which means that the holders of more than 50% of
our outstanding Common Stock, voting for the election of directors of the
Company, may elect all of the directors of the Company to be elected, if they so
desire, and, in such event, the holders of our remaining Common Stock may not be
able to elect any of the Company's directors.

REGISTRATION RIGHTS. Holders of shares of our Common Stock are not entitled
to rights with respect to the registration of such shares under the Securities
Act. However, in connection with our private placement of 1,125,000 shares of
its Common Stock in October and November 1999, we agreed to file a registration
statement with respect to those shares. All of the shares issued in such private
placement are included in this Prospectus. Pursuant to the acquisition of
Unwire, we agreed to register

34
<PAGE>
all of the shares of Common Stock issued to the Unwire stockholders by
December 2000. A portion of the shares issued to the Unwire stockholders is
included in this Prospectus.

PREFERRED STOCK. We are authorized to issue preferred stock with such
designations, rights and preferences as may be determined from time to time by
our Board of Directors. Accordingly, our Board of Directors is empowered,
without stockholder approval, to issue preferred stock with liquidation
privileges, dividend, conversion, voting, or other rights that could adversely
affect the voting power or other rights of the holders of our Common Stock. In
the event of issuance, our preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company.

DIVIDENDS. Whether or not we pay any dividends in the future will be
determined by our Board of Directors, in its discretion, and will depend among
other things, upon our earnings, our capital requirements, and our financial
condition, as well as other relevant factors. We have not paid or declared any
dividends to date. We intend to retain any earnings for the operation and
expansion of its business and do not anticipate paying cash dividends in the
foreseeable future.

STOCK INCENTIVE PLAN. In February 1998, we adopted a stock incentive plan
(the "Plan"). Pursuant to the provisions of the Plan and a subsequent amendment
to the Plan, 1,500,000 shares of the Company's Common Stock have been reserved
for issuance upon exercise of options. The Plan is designed to retain qualified
and competent officers, employees, and directors. The Board of Directors, or a
committee thereof, administers the Plan and will be authorized, in its sole and
absolute discretion, to grant options thereunder to all of our eligible
employees of the Company, including officers and directors (whether or not
employees). Options will be granted pursuant to the provisions of the Plan on
such terms and at such prices as determined by our Board of Directors. Options
granted under the Plan will be exercisable after the period specified in the
option agreement. Options granted under the Plan will not be exercisable after
the expiration of ten years from the date of grant. As of the date hereof,
895,000 options have been granted, and no options have been exercised.

STOCK WARRANT PLAN. In April 2000, we adopted a stock warrant plan (the
"Warrant Plan"). See "Security Ownership of Certain Beneficial Owners and
Management--Stock Warrant Plan."

TRANSFER AGENT. The Transfer Agent for our Common Stock is U.S. Stock
Transfer Corporation, 1745 Gardena Avenue, Suite 200, Glendale, California
91204, telephone 818-502-1404.

RECENT SALES OF UNREGISTERED SECURITIES

In March 1997, we sold 500,000 shares of our Common Stock at $0.20 per share
pursuant to Rule 504 of Regulation D under the Securities Act. We received gross
proceeds of $100,000 from such offering. Three participants received shares as
fees for services with the shares valued at $1.25 per share. AktieNytt Nu AB
received 12,500 shares and KBTSKRF AB 17,500 shares as payment for services
invoiced to CellPoint. Axon IT (a technical consulting company) received 30,000
shares (valued at $1.25 per share) as payment for consulting services.

In February 1998, we sold 715,000 shares of our Common Stock at US $1.25 per
share, pursuant to Rule 504 of Regulation D under the Securities Act. We
received gross proceeds of $893,750 from such offering.

In June 1998, we sold 775,000 shares of our Common Stock at $4.00 per share,
pursuant to Regulation S under the Securities Act. All such shares were sold to
"non-U.S. Persons" as defined in Regulation S. We received gross proceeds of
$3,100,000 from the offering. We paid a commission of 5% of the purchase price
per share to Mats Jonnerhag, a director of the Company, and Borsinsikt A.B., a
company in which Mr. Jonnerhag is a 66% stockholder. Mr. Jonnerhag and
Borsinsikt placed a total of 260,000 shares, and together they received a total
commission of US $52,000.

35
<PAGE>
In August 1999, we completed a bridge financing of $2,000,000 of 12%
promissory notes through Madison Securities, Inc. of Chicago, Illinois. In
connection with such bridge financing, we issued an aggregate of 180,000 common
stock purchase warrants; 100,000 of which have an exercise price of $7.49 per
share and 80,000 of which have an exercise of $8.04 per share. On October 29,
1999, we completed the first tranche of our private placement financing, in
which it sold an aggregate of 393,750 shares of Common Stock for gross proceeds
of $3,500,000. In such offering, $1,200,000 of bridge notes were exchanged for
shares of our Common Stock. We used $841,557 of the gross proceeds to repay in
full the balance of the bridge notes plus interest accrued on all of the bridge
notes. After paying underwriting commissions, we received $1,108,443 in proceeds
from the first tranche of the offering. On November 12, 1999, we completed the
second and final tranche of the private placement, in which we sold an aggregate
of 731,250 shares of Common Stock for gross proceeds of $6,500,000. After paying
underwriting commissions, we received $5,850,000 in net proceeds from the second
tranche. We believe that these offerings were exempt from registration under the
Securities Act pursuant to Section 4(2) and Rule 506 of Regulation D thereunder.

On February 29, 2000, we acquired all of the capital stock of Unwire. Unwire
develops systems and equipment for GSM positioning and telematics and holds
unique patents for positioning. The purchase price for the Unwire stock was
approximately $72 million. We paid the purchase price by issuing to the
stockholders of Unwire an aggregate of 1,075,000 shares of Common Stock with a
market value of approximately $72 million. The Company has agreed to register
the Shares under the Securities Act no later than December 31, 2000, and a
portion of such shares is included in this Prospectus.

THE SELLING STOCKHOLDERS

The persons listed below are the Selling Stockholders:

36
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF
AMOUNT OF COMMON
COMMON AMOUNT OF STOCK TO BE
STOCK COMMON HELD AFTER
BENEFICIALLY STOCK BEING OFFERING IS
NAME OF SELLING STOCKHOLDER OWNED REGISTERED COMPLETE*
--------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
Broderick, Dennis and Barbara............................... 5,625 5,625 0
Broman, Donald Scott........................................ 263 263 0
Brophy, Michael F........................................... 5,625 5,625 0
Bullough, Shane H........................................... 11,250 11,250 0
Capra, Christopher.......................................... 11,942 11,942 0
Carlson, Robert............................................. 1,052 1,052 0
Carrington, Tristan......................................... 11,250 11,250 0
Chhabria, Shakuntala Irrevocable Trust...................... 5,625 5,625 0
CLFS Equities, LLP.......................................... 5,625 5,625 0
Clark, James E.............................................. 5,625 5,625 0
Clauss, Robert.............................................. 5,625 5,625 0
Crawford, Doug.............................................. 1,841 1,841 0
Cochrane, Joyce M........................................... 5,625 5,625 0
Cook, Eugene E.............................................. 5,625 5,625 0
Corkill Insurance........................................... 11,250 11,250 0
Craig, Steven J............................................. 11,250 11,250 0
Deephaven Opportunity Trading Fund LP....................... 112,500 112,500 0
Del Ghingaro, Robert Sr. and Del Ghingaro, Robert Jr........ 5,625 5,625 0
Demnicki, Michael R......................................... 5,625 5,625 0
Doppelt, Neil............................................... 5,625 5,625 0
Dale A. Drake, Trustee for Drs. Drake LTD Pension Plan...... 6,000 5,625 375
Constance Dubois, Trustee................................... 5,625 5,625 0
Dunnett, Richard............................................ 1,052 1,052 0
Egan, John W................................................ 5,625 5,625 0
ELK Realty & Building Co., Inc.............................. 5,625 5,625 0
Everett, W. Allan........................................... 5,625 5,625 0
Fassbinder, Thomas.......................................... 5,625 5,625 0
Flynn, Thomas............................................... 15,250 15,250 0
Franks, Malcolm............................................. 5,625 5,625 0
Garrett, Gary C............................................. 11,250 11,250 0
Gedelman, Frank............................................. 5,625 5,625 0
Gilpin, Wayne A............................................. 25,000 25,000 0
Gilpin, Magdalen C.......................................... 50,000 50,000 0
Gilpin Marital Trust........................................ 10,725 10,725 0
Ginzberg, Haim.............................................. 5,219 5,219 0
Gleaves, William............................................ 2,854 2,854 0
Gosney, Gregory S........................................... 5,625 5,625 0
Hadley, Peter F............................................. 1,406 1,406 0
Hayes, Robert............................................... 13,250 13,250 0
Hein, Curtis................................................ 263 263 0
Hiler, Lawrence............................................. 11,250 11,250 0
Holzer, John J.............................................. 5,625 5,625 0
Hull, Chris................................................. 3,604 3,604 0
Humphrey, Todd.............................................. 7,625 7,625 0
Javier, Ramon and Emma...................................... 5,625 5,625 0
Joyner, Courtney K.......................................... 5,625 5,625 0
Kilrea, Scott W............................................. 5,625 5,625 0
Koogler, Donald E........................................... 11,250 11,250 0
Kozak, James................................................ 5,630 5,630 0
Kozin, David and Renee...................................... 5,625 5,625 0
Kromelow, Basil............................................. 11,250 11,250 0
</TABLE>

37
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF
AMOUNT OF COMMON
COMMON AMOUNT OF STOCK TO BE
STOCK COMMON HELD AFTER
BENEFICIALLY STOCK BEING OFFERING IS
NAME OF SELLING STOCKHOLDER OWNED REGISTERED COMPLETE*
--------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
Lamphere, Robert G.......................................... 15,250 15,250 0
Lee, C. Glenn and Karen..................................... 5,625 5,625 0
Lehman, John W.............................................. 7,625 7,625 0
Macke, Elmer H.............................................. 5,625 5,625 0
Madison Securities Inc...................................... 10,000 10,000 0
Mann, James L............................................... 11,250 11,250 0
Marassa, Robert............................................. 7,432 7,432 0
Martin, Rex................................................. 2,813 2,813 0
Matecki, Randy J............................................ 5,625 5,625 0
MBS Holdings LLC............................................ 11,250 11,250 0
McCambridge, John........................................... 11,250 11,250 0
Michaelsen, James B......................................... 5,625 5,625 0
Midwest Investment Group.................................... 20,875 20,875 0
Mikels, Ken Wayne........................................... 1,315 1,315 0
Miller, Bradford............................................ 5,625 5,625 0
Millines-Dziko, Patricia.................................... 11,250 11,250 0
Moore, Gerald and Monica.................................... 15,250 15,250 0
Morgan, Scott C............................................. 263 263 0
Morse Sr., James A. Trust................................... 22,500 22,500 0
Morse, Robert J. Trust...................................... 11,250 11,250 0
Moss, Jeff.................................................. 9,390 9,390 0
Muasher, Issa E............................................. 7,625 7,625 0
Mulack, Virginia W.......................................... 5,625 5,625 0
Munden, Evelyn Munden Family LP............................. 5,625 5,625 0
Murphy, Dean and Dawn....................................... 5,625 5,625 0
Northport II Private Equity................................. 22,500 22,500 0
Orland, Keith B. and Margaret............................... 5,625 5,625 0
Owens, Michael.............................................. 575 575 0
Pederson, William Scott..................................... 5,625 5,625 0
Pohl, Michael and Vivian.................................... 5,625 5,625 0
Porter, Brian............................................... 11,250 11,250 0
Pravecek, Christopher....................................... 40,131 40,131 0
Pruitt, John P.............................................. 26,875 26,875 0
Prutzman, George W.......................................... 11,250 11,250 0
Rasmussen, James E.......................................... 26,500 26,500 0
Ridge, James P.............................................. 5,625 5,625 0
Robinson, John P............................................ 5,625 5,625 0
Rogers, Shaun............................................... 7,169 7,169 0
Roehl, Everette............................................. 11,250 11,250 0
Ronald Stone, Trustee, Ronald Stone Insurance Trust......... 16,875 16,875 0
Rosenak, Dave............................................... 2,813 2,813 0
Rosenfeld, Harvey........................................... 4,000 4,000 0
Roth, Rodney H.............................................. 5,625 5,625 0
Ryan, Michael TTEE Michael Ryan Revocable Trust............. 5,625 5,625 0
Safnuk, Donald Wayne Trust.................................. 11,250 11,250 0
Sanders, Helen McKay........................................ 5,625 5,625 0
Saunders, Thomas B. and Karen M............................. 5,625 5,625 0
Scheumann, Dennis........................................... 11,250 11,250 0
Schreiber, Marc............................................. 7,031 7,031 0
Serrano, Christina.......................................... 2,000 2,000 0
Shelby Limited Partnership.................................. 7,625 7,625 0
</TABLE>

38
<PAGE>

39
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF
AMOUNT OF COMMON
COMMON AMOUNT OF STOCK TO BE
STOCK COMMON HELD AFTER
BENEFICIALLY STOCK BEING OFFERING IS
NAME OF SELLING STOCKHOLDER OWNED REGISTERED COMPLETE*
--------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
UNWIRE SELLING STOCKHOLDERS
AB Basen.................................................... 13,023 3,256 9,767
Carlson, Roger(1)........................................... 2,441 611 1,830
Dahlin, Anna................................................ 4,651 1,164 3,487
eRasmus Management AB....................................... 36,491 9,124 27,367
Foretagspartner AB.......................................... 36,491 9,124 27,367
Gellberg, Kaj............................................... 9,767 2,443 7,324
Hoglund, Thomas(2).......................................... 9,302 8,837 465
Johansson, Kent............................................. 13,070 3,268 9,802
Jundin, Christopher......................................... 465 117 348
Jundin, Per(3).............................................. 36,280 9,070 27,210
Jundin, Peter............................................... 2,325 582 1,743
Karl Stockman AB............................................ 275,148 31,996 243,152
Ledstiernan Kapitalforvaltning AB........................... 5,581 1,396 4,185
Ledstiernan BV.............................................. 36,491 9,124 27,367
Ledstiernan Business Development AB......................... 36,491 9,124 27,367
Ledstiernan Investment Ltd.................................. 36,491 9,124 27,367
Ledstiernan KB.............................................. 20,466 5,117 15,349
Ljung, Mats................................................. 1,151 289 862
Lundberg, Jakob(4).......................................... 4,651 1,164 3,487
Lundberg, Per............................................... 60,457 15,116 45,341
Lundberg, Sara.............................................. 4,651 1,164 3,487
Norra Brofastet AB.......................................... 36,491 9,124 27,367
Olesen, Kerstin............................................. 5,180 1,295 3,885
Olesen, Lykke............................................... 5,180 1,295 3,885
Procuritas Investment Partners (PIP) BV..................... 218,949 54,738 164,211
Rosen, Thomas............................................... 23,611 5,904 17,707
Soderberg, Bertil........................................... 121,400 30,350 91,050
Soderberg, Orjan............................................ 3,837 961 2,876
Stenhammar, Olof............................................ 11,323 2,831 8,492
Strombom, Krister........................................... 6,102 1,526 4,576
Unium AB.................................................... 134,889 20,701 114,188
Wallon, Michael(5).......................................... 9,302 8,837 465
TOTALS...................................................... 1,222,148 268,772 953,376
</TABLE>

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

* Assumes all shares covered by this Prospectus are sold.

(1) Roger Carlson is presently part of Senior Technical Management of Unwire.

(2) Thomas Hoglund was a founder of Unwire. He is presently part of the Senior
Management of Unwire.

(3) Per Jundin was previously the Managing Director of Unwire.

(4) Per Lundberg was previously a member of the Board of Directors of Unwire.

(5) Michael Wallon was a founder of Unwire and has served as the Interim
Managing Director of Unwire. He is presently part of the Senior Management
of Unwire.

With respect to the 1,075,000 shares of Common Stock issued to the Selling
Shareholders in connection with the Unwire acquisition, we have included 268,772
of those shares in this Prospectus, and we have agreed to register the balance
of the shares by December 31, 2000.

40
<PAGE>
PLAN OF DISTRIBUTION

We will not receive any of the proceeds of the sale of the Shares offered
hereby. Some of the Shares included in this Prospectus have not yet been issued,
but are issuable upon the exercise of warrants held by certain of the Selling
Stockholders, which warrants have exercise prices ranging from $7.49 to $8.89.
If all of those warrants are exercised, we will receive $2,392,325 in proceeds
from the exercise of such warrants.

The Shares may be sold from time to time to purchasers directly by the
Selling Stockholders. Alternatively, the Selling Stockholders may from time to
time offer the Shares through brokers, dealers or agents who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of the Shares for whom they may act
as agent. The Selling Stockholders and any such brokers, dealers or agents who
participate in the distribution of the Shares may be deemed to be
"underwriters", and any profits on the sale of the Shares by them and any
discounts, commissions or concessions received by any such brokers, dealers or
agents might be deemed to be underwriting discounts and commissions under the
Securities Act. To the extent the Selling Stockholders may be deemed to be
underwriters, the Selling Stockholders may be subject to certain statutory
liabilities of the Securities Act, including, but not limited to, Sections 11,
12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

The Shares offered hereby may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
Shares may be sold by one or more of the following methods, without limitation:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (d) an exchange distribution in accordance with the
rules of such exchange; (e) face-to-face transactions between sellers and
purchasers without a broker-dealer; (f) through the writing of options; and
(g) other. At any time a particular offer of the Shares is made, a revised
prospectus or prospectus supplement, if required, will be distributed which will
set forth the aggregate amount and type of Shares being offered and the terms of
the offering, including the name or names of any underwriters, dealers or
agents, any discounts, commissions and other items constituting compensation
from the Selling Stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers. Such prospectus supplement and, if
necessary, a post-effective amendment to the Registration Statement of which
this Prospectus is a part, will be filed with the SEC to reflect the disclosure
of additional information with respect to the distribution of the Shares. In
addition, the Common Stock covered by this Prospectus may be sold in private
transactions or under Rule 144 rather than pursuant to this Prospectus.

To our knowledge, the Selling Stockholders do not currently have any plans,
arrangements or understandings with any broker, dealer, agent or underwriter
regarding the sale of the Shares. There is no assurance that any Selling
Stockholder will not sell any or all of the Shares offered by him, her or it
hereunder or that any such Selling Stockholder will not transfer, devise or gift
such Shares.

The Selling Stockholders and any other person participating in such
distribution will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules and regulations
thereunder, including, without limitation, Regulation M, which may limit the
timing of purchases and sales of any of the Shares by the Selling Stockholders
and any other such person. All of the foregoing may affect the marketability of
the Shares and the ability of any person or entity to engage in market
activities with respect to the Shares.

Pursuant to the registration rights set forth in the various subscription
agreements between the Company and the Selling Stockholders, each of the Company
and the Selling Stockholders will be

41
<PAGE>
indemnified by the other against certain liabilities, including certain
liabilities under the Securities Act, or will be entitled to contribution in
connection therewith. We have agreed to pay substantially all of the expenses
incidental to the registration, offering and sale of the Shares to the public
other than commissions, fees and discounts of underwriters, brokers, dealers and
agents, transfer taxes and fees and expenses of Selling Stockholders' counsels.

INDEMNIFICATION

We shall, to the fullest extent permitted by Section 78.7502 of the
Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify under said section from and against any and all
expenses, liabilities or other matters referred in or covered by said section,
and the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. We will have the power to
purchase and maintain officers' and directors' liability insurance in order to
insure against the liabilities for which such officers and directors are
indemnified pursuant to our Amended and Restated By-Laws.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, THE COMPANY HAS BEEN
INFORMED 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. IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION
AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT BY THE COMPANY OF EXPENSES
INCURRED OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF THE COMPANY 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, WE WILL, UNLESS IN THE OPINION OF OUR COUNSEL THE MATTER HAS BEEN
SETTLED BY CONTROLLING PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE JURISDICTION
THE QUESTION WHETHER SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED
IN THE SECURITIES ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH
ISSUE.

We carry directors' and officers' liability insurance covering losses up to
$3,000,000 (subject to certain deductible amounts).

LEGAL OPINIONS

The law firm of Salans Hertzfeld Heilbronn Christy & Viener, our counsel,
620 Fifth Avenue, New York, New York 10020, has rendered an opinion regarding
the validity of the Shares offered hereby.

EXPERTS

The financial statements of CellPoint Inc. (formerly Technor International
Inc.) included in this Prospectus have been audited by BDO International AB,
independent accountants to the extent and for the periods set forth in their
report (which contains an explanatory paragraph regarding the Company's ability
to continue as a going concern) appearing elsewhere herein and are included in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

The financial statements of Unwire AB included in this Prospectus have been
audited by BDO Stoy Hayward, independent accountants to the extent and for the
periods set forth in their report appearing elsewhere herein and are included in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

42
<PAGE>
FINANCIAL STATEMENTS
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS (AUDITED) OF CELLPOINT INC.
AND SUBSIDIARIES FOR THE FISCAL YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<S> <C>
Report of Independent Accountants........................... F-2
Consolidated Balance Sheets as of June 30, 1999 and 1998.... F-3
Consolidated Statements of Operations for the fiscal years
ended June 30, 1999 and 1998 and for the period from
February 28, 1997 (Inception) through June 30, 1999....... F-4
Consolidated Statements of Stockholders' Equity for the
fiscal years ended June 30, 1999 1998 and for the period
from February 28, 1997 (Inception) through June 30,
1999...................................................... F-5
Consolidated Statements of Cash Flows for the fiscal years
ended June 30, 1999 and 1998 and for the period from
February 28, 1997 (Inception) through June 30, 1999....... F-6
Notes to the Consolidated Financial Statements.............. F-7
</TABLE>

UNWIRE SYSTEMS AB
FINANCIAL STATEMENTS (AUDITED)
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND 1998

(a) UNWIRE SYSTEMS AB

<TABLE>
<S> <C>
Report of the Independent Accountants....................... F-16
Balance sheets as of December 31, 1999 and 1998............. F-17
Statements of operations for the years ended December 31,
1999 and 1998............................................. F-18
Statements of stockholders' equity (deficit) for the years
ended December 31, 1999 and 1998.......................... F-19
Statements of cash flows for the years ended December 31,
1999 and 1998............................................. F-20
Notes forming part of the financial statements.............. F-21
</TABLE>

(b) PRO FORMA FINANCIAL INFORMATION

<TABLE>
<S> <C>
Unaudited Pro Forma Consolidated Financial Information...... F-28
Unaudited Pro Forma Consolidated Statement of Operations for
the Year Ended June 30, 1999.............................. F-29
Unaudited Pro Forma Consolidated Statement of Operations for
the Nine Months Ended March 31, 2000...................... F-30
</TABLE>

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AS OF AND FOR THE NINE MONTHS ENDED MARCH 31, 2000

<TABLE>
<S> <C>
Consolidated Balance Sheets as of March 31, 2000
(Unaudited)............................................... F-31

Consolidated Statements of Operations for the three months
ended March 31, 2000 and March 31, 1999 (Unaudited), and
the nine-month periods ended March 31, 2000 and March 31,
1999 (Unaudited).......................................... F-32

Consolidated Statements of Comprehensive Income for the
nine-month periods ended March 31, 2000 and 1999
(Unaudited)............................................... F-33

Consolidated Statements of Cash Flow for the nine-month
periods ended March 31, 2000 and 1999 (Unaudited)......... F-34

Notes to Consolidated Financial Statements.................. F-35
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
CellPoint Inc. (Formerly Technor International Inc.)

We have audited the accompanying consolidated balance sheets of
CellPoint Inc. (Formerly Technor International Inc.) and subsidiaries (a
development stage company) (the "Company") as of June 30, 1999 and 1998 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended June 30, 1999 and 1998 and for the period from
February 28, 1997 (inception) through June 30, 1999. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform our 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
CellPoint Inc. (Formerly, Technor International Inc.) and subsidiaries as of
June 30, 1999 and 1998, and the results of their operations and their cash flows
for the years ended June 30, 1999 and 1998 and for the period from February 28,
1997 (inception) through June 30, 1999 in conformity with U.S. generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully
discussed in Note 2 to the consolidated financial statements, the Company is a
development stage company with no revenues and has sustained losses from
operations since inception. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

\s\ BDO International AB

Sollentuna, Sweden
September 9, 1999

F-2
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN USD)

<TABLE>
<CAPTION>
JUNE 30,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS

CURRENT:
Cash and cash equivalents................................. $ 180,073 $ 764,603
Stock subscriptions receivable............................ -- 2,346,667
Option for shares in Wasp................................. -- 4,050,000
Prepaid expenses.......................................... 19,597 40,653
Other receivables......................................... 20,533 70,814
Other assets.............................................. 15,990 --
----------- -----------
TOTAL CURRENT ASSETS.................................... 236,193 7,272,737
----------- -----------
LONG-TERM ASSETS:
Investment in affiliates.................................. 500,000 4,250,000
Purchased technology, net of amortization of $483,336..... 9,666,664 --
Matrix franchising concept, net of amortization of
$111,112................................................ 888,888 --
Employment contracts, net of amortization of $68,333...... 354,657 --
Furniture and equipment, net of depreciation of $46,142
and $6,860, respectively................................ 110,140 110,092
----------- -----------
TOTAL LONG-TERM ASSETS.................................. 11,520,349 4,360,092
----------- -----------
TOTAL ASSETS............................................ $11,756,542 $11,632,829
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accrued expenses and other current liabilities............ $ 210,732 $ 270,901
Accounts payable.......................................... 39,518 247,040
Deferred revenue.......................................... 58,690 --
Due to shareholders....................................... 150,000 250,000
Due to affiliate.......................................... 123,799 --
Advances from employee.................................... -- 151,554
Other current liabilities................................. 12,901 --
----------- -----------
TOTAL CURRENT LIABILITIES............................... 595,640 919,495
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred shares ($0.001 par value; 3,000,000 shares
authorized; no shares issued)........................... -- --
Common shares ($0.001 par value; 22,000,000 shares
authorized; 4,715,000 shares issued and 1,950,000 shares
to be issued as of June 30, 1998 and 7,440,000 shares
issued and 750,000 shares to be issued as of June 30,
1999)................................................... 8,190 6,665
Shares subscribed ($0.001 par value; 775,000 common
shares)................................................. -- 775
Additional paid-in capital................................ 14,961,373 11,662,123
Cumulative translation adjustment......................... (2,318) 363
Deficit accumulated....................................... (3,806,343) (836,592)
----------- -----------
11,160,902 10,833,334
Less: Subscriptions receivable (30,000 shares)............ -- (120,000)
----------- -----------
Total stockholders' equity.............................. 11,160,902 10,713,334
----------- -----------
Total liabilities and stockholders' equity.............. $11,756,542 $11,632,829
=========== ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-3
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN USD)

<TABLE>
<CAPTION>
PERIOD FROM
FEBRUARY 28, 1997
YEAR ENDED JUNE 30, (INCEPTION)
----------------------- THROUGH JUNE 30,
1999 1998 1999
----------- --------- ------------------
<S> <C> <C> <C>
REVENUE............................................... $ -- $ -- $ --
COST OF GOODS SOLD.................................... -- -- --
----------- --------- -----------
GROSS PROFIT........................................ -- -- --
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.......... (1,637,240) (513,652) (2,165,682)
PROFESSIONAL FEES..................................... (534,176) (315,431) (859,136)
DEPRECIATION AND AMORTIZATION......................... (702,063) (6,725) (708,788)
----------- --------- -----------
OPERATING LOSS...................................... (2,873,479) (835,808) (3,733,606)
FINANCIAL ITEMS, NET.................................. (96,272) 23,237 (72,737)
----------- --------- -----------
NET LOSS BEFORE TAXES............................... (2,969,751) (812,571) (3,806,343)
INCOME TAXES.......................................... -- -- --
----------- --------- -----------
NET LOSS.............................................. $(2,969,751) $(812,571) $(3,806,343)
=========== ========= ===========
BASIC AND DILUTED LOSS PER SHARE...................... $ (0.36) $ (0.18)
=========== ========= ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-4
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(AMOUNTS IN USD)

YEARS ENDED JUNE 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES TO DEFICIT
ISSUED BE ISSUED ACCUMULATED
--------------------- --------------------- ADDITIONAL DURING THE
NUMBER OF NUMBER OF PAID-IN DEVELOPMENT SUBSCRIPTIONS
SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE RECEIVABLE
---------- -------- ---------- -------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, FEBRUARY 28, 1997
(INCEPTION)............... -- $ -- -- $ -- $ -- $ -- $ --
Comprehensive income (loss):
Net loss.................. -- -- -- -- -- (24,021) --
Other comprehensive income
(loss):
Currency translation.... -- -- -- -- -- -- --
Comprehensive loss for
fiscal year...............
April 1997--share
subscription at par
value..................... -- -- 3,500,000 3,500 -- -- --
June 1997--share
subscription at $0.20 per
share, net of offering
costs..................... -- -- 500,000 500 98,262 -- --
--------- ------ ---------- ------- ----------- ----------- ---------
BALANCE, JUNE 30, 1997...... 4,000,000 4,000 98,262 (24,021)
September 1997--shares
issued.................... 4,000,000 4,000 (4,000,000) (4,000) -- -- --
Comprehensive income (loss):
Net loss.................. -- -- -- -- -- (812,571) --
Other comprehensive income
(loss):
Currency translation...... -- -- -- -- -- -- --
Comprehensive loss for
fiscal year.............
January 1998--share
subscription at $1.25 per
share, net of offering
costs..................... 715,000 715 -- -- 855,535 -- --
May 1998 shares in
connection with Wasp
transaction............... -- -- 1,950,000 1,950 7,798,050 -- --
June 1998--share
subscription at $4.00 per
share, net of offering
costs..................... -- -- 775,000 775 2,910,276 -- --
Subscriptions receivable not
yet paid.................. -- -- -- -- -- -- (120,000)
--------- ------ ---------- ------- ----------- ----------- ---------
Balance, June 30, 1998...... 4,715,000 4,715 2,725,000 2,725 11,662,123 (836,592) (120,000)
1998--shares issued......... 2,725,000 2,725 (2,725,000) (2,725) -- -- --
Comprehensive income (loss):
Net loss.................. -- -- -- -- -- (2,969,751) --
Other comprehensive income
(loss):
Currency translation...... -- -- -- -- -- -- --
Comprehensive loss for
fiscal year...............
Subscriptions paid.......... -- -- -- -- -- -- 120,000
Shares issued in connection
with purchased
technology................ -- -- 500,000 500 2,299,500 -- --
Shares issued in connection
with marketing
agreement................. -- -- 250,000 250 999,750 -- --
--------- ------ ---------- ------- ----------- ----------- ---------
Balance, June 30, 1999...... 7,440,000 $7,440 750,000 $ 750 $14,961,373 $(3,806,343) $ --
========= ====== ========== ======= =========== =========== =========

ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS) TOTAL
------------- -----------
<S> <C> <C>
BALANCE, FEBRUARY 28, 1997
(INCEPTION)............... $ -- $ --
Comprehensive income (loss):
Net loss.................. -- (24,021)
Other comprehensive income
(loss):
Currency translation.... -- --
-----------
Comprehensive loss for
fiscal year............... (24,021)
-----------
April 1997--share
subscription at par
value..................... -- 3,500
June 1997--share
subscription at $0.20 per
share, net of offering
costs..................... -- 98,762
------- -----------
BALANCE, JUNE 30, 1997...... 78,241
September 1997--shares
issued.................... -- --
Comprehensive income (loss):
Net loss.................. -- (812,571)
Other comprehensive income
(loss):
Currency translation...... 363 363
-----------
Comprehensive loss for
fiscal year............. (812,208)
-----------
January 1998--share
subscription at $1.25 per
share, net of offering
costs..................... -- 856,250
May 1998 shares in
connection with Wasp
transaction............... -- 7,800,000
June 1998--share
subscription at $4.00 per
share, net of offering
costs..................... -- 2,911,051
Subscriptions receivable not
yet paid.................. -- (120,000)
------- -----------
Balance, June 30, 1998...... 363 10,713,334
-----------
1998--shares issued......... -- --
Comprehensive income (loss):
Net loss.................. -- (2,969,751)
Other comprehensive income
(loss):
Currency translation...... (2,681) (2,681)
-----------
Comprehensive loss for
fiscal year............... (2,972,432)
-----------
Subscriptions paid.......... -- 120,000
Shares issued in connection
with purchased
technology................ -- 2,300,000
Shares issued in connection
with marketing
agreement................. -- 1,000,000
------- -----------
Balance, June 30, 1999...... $(2,318) $11,160,902
======= ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-5
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN USD)

YEARS ENDED JUNE 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
PERIOD FROM
FEBRUARY 28,
YEAR ENDED JUNE 30, 1997 (INCEPTION)
------------------------- THROUGH JUNE 30,
1999 1998 1999
----------- ----------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(2,969,751) $ (812,571) $(3,806,343)
Depreciation and amortization............................. 702,063 6,725 708,788
Adjustments to reconcile net loss to net cash used in
operating activities:
Other assets............................................ (15,990) -- (15,990)
(Increase) decrease in prepaid expenses................. 21,056 (29,077) (19,597)
(Increase) decrease in short term receivables........... 50,281 (70,814) (20,533)
Increase in accrued expenses and other current
liabilities........................................... 11,425 270,901 282,326
Increase (decrease) in accounts payable................. (207,522) 247,040 39,515
Increase (decrease) in advance from employee............ (151,554) 97,695 --
Increase in due to affiliate............................ 123,799 -- 123,799
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES................... (2,436,193) (290,101) (2,708,035)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of technology.................................... -- -- (50,000)
Purchase of shares in subsidiary and affiliate............ (500,000) (250,000) (950,000)
Purchase of fixed assets.................................. (12,320) (99,993) (139,323)
----------- ----------- -----------
NET CASH USED IN INVESTING ACTIVITIES..................... (512,320) (349,993) (1,139,323)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (payments) of stockholders' loans................ (100,000) -- 150,000
Net proceeds from issuance of shares........................ 2,466,667 1,300,634 3,879,752
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES............... 2,366,667 1,300,634 4,029,752
----------- ----------- -----------
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH................. (2,684) 363 (2,321)
----------- ----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... (584,530) 660,903 180,073
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 764,603 103,700 --
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 180,073 $ 764,603 $ 180,073
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-6
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS

Technor International Inc., a development stage company ("Technor"or the
"Company"), was incorporated in the state of Nevada on February 28, 1997.
Technor has purchased a GSM (Global System for mobile communications)
positioning system technology (the "Technology") from a Novel Electronics
Systems & Technologies which can be used for a variety of positioning and
telematics applications including positioning standard mobile phones for
resource management, information, safety and security, locating vehicles,
management of security and alarm systems, surveillance of rented objects as well
as for remote control of industrial equipment.

Technor is marketing and further developing the positioning and telematics
applications of the CellPoint System. The CellPoint System consists of three
main parts: the mobile phone or terminal, the positioning server and the
positioning programs. The GSM network facilitates the communication between the
mobile phone or terminal and the CellPoint server system. The positioning server
system enables the use of the Internet or fixed lines as information carriers.

On January 16, 1998 Technor formed a wholly-owned subsidiary in Sweden,
CellPoint Systems AB ("CellPoint"). CellPoint is Technor's commercial arm
focusing primarily on, but not limited to, Europe.

Effective February 28, 1999, Technor acquired 100% of Wasp International
(Pty) Ltd., a South African company ("Wasp") (see Note 3).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the financial
statements of Technor and all its subsidiaries and have been prepared in
accordance with U.S. generally accepted accounting principles and are presented
in U.S. dollars. All material inter-company transactions and balances have been
eliminated.

DEVELOPMENT STAGE ACTIVITIES

The Company has not earned revenues from its activities through June 30,
1999. As such, the Company is still in a development stage and falls under the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting by Development Stage Enterprises."

GOING CONCERN AND MANAGEMENT'S PLANS

The Company has a limited operating history with no revenues. Through
June 30, 1999, the Company has accumulated a deficit of $3,806,343. Management's
efforts have focused on securing the Technology, developing the CellPoint System
and acquiring staff and facilities for operations. As such, the Company is
subject to all the risks and uncertainties associated with a new business.
Management believes they have a commercially feasible product and expects that
the first significant orders for its product will commence late in calendar year
1999 and that the Company will have a positive cash flow during the second half
of fiscal 2000. The success of the Company's future operations is, however,
dependent upon the Company's ability to successfully market the product and to
meet additional capital requirements. If no revenues or further financing is
received, management believes that the existing capital is sufficient for
approximately 9-12 months after June 30, 1999.

F-7
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
These factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments to reflect the possible future effect on recoverability and
classification of assets or the classification of liabilities that might result
from the outcome of this uncertainty.

INVESTMENT IN AFFILIATE

The investment in an affiliate is recorded at the lower of cost or net
realizable value, as no significant influence is exercised over the financial
and operating decisions of that affiliate.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of foreign units are translated at balance sheet date
rates to USD. Income statements are translated at the average exchange rate for
the period. Translation differences that arise are recorded directly as a
component of stockholders' equity.

Receivables and liabilities denominated in foreign currencies are translated
at balance sheet date rates. Unrealized exchange gains and losses on translation
are reported in the income statement.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with
original maturities of three months or less. The majority of the Company's cash
and cash equivalents reside with high quality Swedish financial institutions.
Therefore, the cash balances are not insured by the U.S. Federal Deposit
Insurance Corporation. The Company has not experienced any losses in such
accounts.

FURNITURE AND EQUIPMENT

Furniture and equipment are recorded at acquisition cost less accumulated
depreciation. Depreciation is calculated using a straight-line method over the
estimated useful lives of the related assets. Computer equipment is depreciated
over 3 years and other equipment over 5 years. Furniture and equipment acquired
during the year are depreciated from the date the assets are put to service.
Expenditures for normal maintenance and repairs are charged to income.
Significant improvements are capitalized.

AMORTIZATION

Intangible assets are amortized on a straight-line basis over their
estimated lives, as follows: purchased technology seven years, the marketing
agreement, the term of the agreement, which is three years, and employment
contracts, the length of the employment contracts, which is two years.

DEFERRED REVENUE

Deferred revenue represents pre-billing of contract fees pertaining to
future periods.

F-8
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically evaluates potential impairment of long-lived assets
based upon cash flows. A loss relating to an impairment of assets occurs when
the aggregate of the estimated undiscounted future cash inflows to be generated
by the Company's assets groups (including any salvage values) are less than the
related assets' carrying value. Impairment is measured based on the difference
between the higher of the fair value of the assets or present value of the
discounted expected future cash flows and the assets' carrying value. No
impairment was recorded in 1999 or 1998.

INCOME TAXES

The Company utilizes the asset and liability method to account for income
taxes whereby deferred tax assets and liabilities are recognized to reflect the
future tax consequences attributable to temporary differences between the
financial reporting basis of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to be recovered and settled. The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in the period
in which the change is enacted.

EARNINGS PER SHARE

The Company calculated its earnings per share pursuant to SFAS No. 128,
"Earnings per Share", which requires the presentation of both basic and fully
diluted earnings per share (EPS). Assumed exercise of options has not been
included in the calculation of diluted EPS since the effect would be
anti-dilutive. Accordingly, basic and diluted net loss per share do not differ
for any period presented. EPS is computed based on the loss to common
stockholders and the weighted average number of shares outstanding. The weighted
average number of shares outstanding were 7,440,000 and 4,460,417 as of
June 30, 1999 and 1998, respectively.

USE OF ESTIMATES

The preparation of financial statements 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 dates of
the financial statements and the reported amounts of expenses during the
reporting periods. Actual results could differ from those estimates.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", establishes accounting and reporting requirements for derivative
instruments. The Company has not in the past nor does it anticipate that it will
engage in transactions involving derivative instruments, and therefore does not
expect this pronouncement to have any effect on the financial statements.

Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use", requires an entity to expense all
software development costs incurred in the preliminary project stage, training
costs and data conversion costs for fiscal years beginning after December 15,
1998. The Company believes that adoption of this statement will not have a
material effect on the Company's financial statements.

F-9
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Statement of Position 98-5, "Accounting for Start-up Costs", requires an
entity to expense all start-up related costs as incurred for the fiscal years
beginning after December 15, 1998. The Company believes that adoption of this
statement will not have a material effect on the Company's financial statements.

3. TRANSACTIONS WITH NOVEL ELECTRONIC SYSTEMS & TECHNOLOGIES, WASP
INTERNATIONAL (PTY) LTD., MATRIX VEHICLE TRACKING (PTY) LTD. AND WASP SA
(PTY) LTD.

On May 26, 1998, the Company entered into a license agreement with Wasp for
Wasp's positioning system technology and a two step option to purchase 100% of
the shares in Wasp in exchange for a combination of shares of the Company and
cash.

On June 20, 1998, the Company exercised the first option and purchased 25%
of the shares of Wasp.

The total transaction amounted to a share transfer of 1,950,000 shares of
Technor's stock valued at $4.00 per share and $500,000 in cash.

The original agreements were amended and restated effective February 28,
1999 as follows:

Technor acquired:

- 100% of Wasp International (Pty) Ltd., including the development team (18
persons currently employed in Wasp).

- Intellectual Property Rights (IPR) and total ownership of the technology
for use throughout the world, except Africa, south of the Sahara, which
had previously been acquired from the owners of the technology by Novel
Electronic Systems & Technologies.

- 10% of the common stock of Wasp SA (Pty) Ltd. ("Wasp SA")--Wasp SA is the
company with the current operations in South Africa and Intellectual
Property Rights (IPR) for Africa, south of the Sahara.

The total consideration in the above transactions was as follows:

- 2,450,000 shares in Technor at the current market price of $4 per share
which amounted to $9,800,000 plus a $50,000 cash payment to Novel
Electronic Systems & Technologies for the Intellectual Property Rights.
(Of the above shares, 1,950,000 shares had been issued under the previous
agreements before the amendment).

- $950,000 to the stockholders of Wasp International (Pty) Ltd.
(subsequently renamed CellPoint Systems SA (Pty) Ltd.) comprising $450,000
for the acquisition of Wasp International (Pty) Ltd., and $500,000 for the
10% interest in Wasp SA (of the above amount, $500,000 had already been
paid under the previous agreements before the amendment).

The acquisition of Wasp International and the technology have been accounted
for at fair values since neither the former shareholders of Wasp International
nor Novel were promoters of Technor. The investment in Wasp SA is accounted for
under the cost method since Technor does not exercise significant influence over
the financial or operating decisions of Wasp SA.

F-10
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. TRANSACTIONS WITH NOVEL ELECTRONIC SYSTEMS & TECHNOLOGIES, WASP
INTERNATIONAL (PTY) LTD., MATRIX VEHICLE TRACKING (PTY) LTD. AND WASP SA
(PTY) LTD. (CONTINUED)
Under the revised agreements, Technor could possibly be required to issue up
to an additional 75,000 shares and pay a maximum of $750,000 at the end of 1999
if certain stock price targets are not met. The cost of shares which could
potentially be issued has been recorded at market value at the time of the
agreement of $4.00 per share with a corresponding credit to additional paid-in
capital. The potential additional payment of up to $750,000 has not been
recorded.

In connection with the acquisitions, the Company also concluded an agreement
with Matrix Vehicle Tracking (Pty) Ltd. ("Matrix"), the company that has
commercialized the technology in South Africa. Matrix received 250,000 shares in
Technor, with a market value of $4.00 per share (the current market price), for
services Matrix performed in the acquisition of the technology and the
development team and its transfer of know-how and procedures of vehicle
tracking. Matrix will also continue to provide its services to Technor for the
next three years under the current agreement.

In connection with the acquisition of Wasp SA International (Pty) Ltd., the
excess purchase price over the book value of assets acquired amounted to
$422,990 which was allocated to employment contracts.

This intangible asset will be amortized over the term of the agreements,
which is two years. The purchased technology will be amortized over its
estimated useful life of seven years and the Matrix service agreement will be
amortized over three years, the term of the agreement.

4. INCOME TAXES

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Current tax expense:..................................... $ -- $ --
Federal................................................ -- --
State.................................................. -- --
Foreign................................................ -- --
-- --
Deferred tax expense:.................................... -- --
Federal................................................ -- --
State.................................................. -- --
Foreign................................................ -- --
------ ------
Total tax provision.................................. $ -- $ --
====== ======
</TABLE>

Technor International Inc. did not have taxable income for the period from
February 28, 1997 (Inception) through June 30, 1999 and therefore does not have
any current income tax expense.

Technor's wholly-owned subsidiaries, CellPoint and Wasp, had net operating
losses for the year ended June 30, 1999 and were not subject to tax in Sweden
and South Africa, respectively.

F-11
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. INCOME TAXES (CONTINUED)
The significant components of the Company's deferred income tax assets are
as follows:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1999 1998
---------- --------
<S> <C> <C>
Deferred income tax assets:
Net operating losses................................ $1,294,000 $284,000
Unrealized currency gain............................ (7,700) (7,400)
---------- --------
Total deferred income tax asset....................... 1,286,300 276,600
Valuation allowance................................... (1,286,300) (276,600)
---------- --------
Net deferred income tax asset......................... $ -- $ --
========== ========
</TABLE>

The Swedish net operating losses amount to approximately U.S. $2,100,000 at
June 30, 1999. These net operating losses do not expire.

Reconciliation of the effective tax rate to the U.S. statutory rate is as
follows:

<TABLE>
<CAPTION>
JUNE 30,
----------------------
1999 1998
-------- --------
<S> <C> <C>
Tax expense at U.S. statutory rate.......................... (34.0)% (34.0)%
Meals and entertainment..................................... 0.5 0.4
Change in Federal valuation allowance....................... 33.5 33.6
----- -----
Effective income tax rate................................... -- % -- %
===== =====
</TABLE>

5. FURNITURE AND EQUIPMENT

Furniture and equipment at June 30, 1999 and 1998 consisted of the
following:

<TABLE>
<CAPTION>
JUNE 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Furniture and equipment................................. $156,282 $116,952
Less: accumulated depreciation........................ (46,142) (6,860)
-------- --------
$110,140 $110,092
======== ========
</TABLE>

F-12
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

<TABLE>
<CAPTION>
JUNE 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Professional fees....................................... $ 76,636 $113,455
Offering costs.......................................... -- 51,596
Accrued vacation........................................ 112,541 16,409
Payroll taxes and Social Security costs................. 18,580 18,714
Other................................................... 2,975 70,727
-------- --------
$210,732 $270,901
======== ========
</TABLE>

7. ADVANCES FROM EMPLOYEES

Two principal stockholders, also employees of the Company, lent the Company
$150,000 in June 1999. There are no stated repayment terms though interest of 5%
will be charged on the outstanding balance of this loan.

8. FINANCIAL ITEMS, NET

<TABLE>
<CAPTION>
JUNE 30,
--------------------
1999 1998
--------- --------
<S> <C> <C>
Interest income......................................... $ 33,895 $ 2,708
Unrealized exchange gains............................... (22,755) 21,766
Realized exchange losses................................ (107,412) (1,237)
--------- -------
Total................................................... $ (96,272) $23,237
========= =======
</TABLE>

9. STOCK INCENTIVE PLAN

In 1998, the Company adopted a Stock Incentive Plan ("the Stock Incentive
Plan") for its employees, officers and directors (whether or not employees). The
Stock Incentive Plan provides for the grant of non-qualified stock options. The
Stock Incentive Plan also provides that for each option granted under the Stock
Incentive Plan, the exercise price shall not be less than 100% of the fair
market value of the common share on the date before the option is granted. The
Stock Incentive Plan provides that options granted vest in one, two or three
installments: the first being six to twelve months, the second being one year to
two years, and the third being eighteen months to twenty-eight months after the
anniversary of the date of grant, and expire no later than 10 years subsequent
to the grant date.

The number of shares authorized for grants under the Share Option Plan is
1,000,000 and the number of options granted at June 30, 1999 was 840,000. As of
June 30, 1999, no options had been exercised.

F-13
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. STOCK INCENTIVE PLAN (CONTINUED)
The following table summarizes information about stock options outstanding
at June 30, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------------- ------------------------------------
WEIGHTED
OUTSTANDING AVERAGE WEIGHTED WEIGHTED
AS OF REMAINING AVERAGE EXERCISABLE AS AVERAGE
JUNE 30, CONTRACTUAL EXERCISE OF JUNE 30, EXERCISE
RANGE OF EXERCISE PRICES 1999 YEARS PRICES 1999 PRICES
---------------------------------------- ----------- ----------- -------- -------------- --------
<S> <C> <C> <C> <C> <C>
$1.00................................... 125,000 8.5 $1.00 100,000 $1.00
$2.50-$2.75............................. 350,000 8.8 2.70 225,000 2.75
$3.00-$3.88............................. 185,000 9.8 3.40 8,500 3.25
$4.00-$4.63............................. 180,000 9.5 4.29 -- --
------- -------
840,000 333,500
======= =======
</TABLE>

Information concerning the Stock Incentive Plan is summarized as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
OPTION OPTION PRICE PRICE PER
SHARES PER SHARE SHARE
-------- ------------ ----------
<S> <C> <C> <C>
Outstanding at June 30, 1997............................... -- $ -- $ --
Granted.................................................... 405,000 $1.00-$2.75 2.21
Exercised.................................................. -- -- --
Cancelled/expired.......................................... -- -- --
------- ----------- -----
Outstanding at June 30, 1998............................... 405,000 $1.00-$2.75 $2.21
Granted.................................................... 435,000 $2.50-$4.63 $3.63
Exercised.................................................. -- -- --
Cancelled/expired.......................................... -- -- --
------- ----------- -----
Outstanding at June 30, 1999............................... 840,000 $1.00-$4.63 $2.94
======= =========== =====
</TABLE>

The Company accounts for stock options granted to employees under the
provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25"), as permitted by SFAS No. 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation." APB 25 provides for compensation cost
to be recognized over the vesting period of the options based on the difference,
if any, between the fair market value of the Company's stock and the option
price on the grant date. SFAS No. 123 requires the Company to provide pro forma
disclosures of net income and earnings per share as if the optional fair value
method had been applied to determine compensation costs for the Company's stock
option plans. The Company has used the Black-Scholes option-pricing model to
estimate the fair value of each stock option issued in 1999 and 1998. The
following weighted average assumptions were used in 1999 and 1998, respectively:
a risk-free interest rate of 4.97% and

F-14
<PAGE>
CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. STOCK INCENTIVE PLAN (CONTINUED)
4.94%; an expected option life of 3 years for both years; expected volatility of
65% and 65%; and no dividends paid.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net loss
As reported...................................... $(2,961,751) $ (812,571)
Pro forma........................................ (3,592,651) (941,955)
Earnings per share
As reported...................................... (0.36) (0.18)
Pro forma........................................ (0.50) (0.21)
</TABLE>

10. COMMITMENTS AND CONTINGENCIES

A significant portion of the Company's business is conducted in currencies
other than the U.S. dollar (the currency in which its financial statements are
stated), primarily the Swedish krona. The Company incurs a significant portion
of its expenses in Swedish krona and South African Rand, including all of its
product development expenses and a substantial portion of its general and
administrative expenses. As a result, the value of the Swedish krona and South
African Rand relative to the other currencies in which the Company generates
revenues, particularly the U.S. dollar, could adversely affect operating
results. The Company does not currently undertake hedging transactions to cover
its currency exposure.

The Company rents an office under an operating lease agreement, on a month
to month basis. Rental expense amounted to $13,590 and $32,420 for 1997 and
1998, respectively. On July 1, 1999 the Company signed a lease for nine months
with future minimum rental payments of $35,714.

The Company is obligated under various employment agreements with certain
officers, which provide for base annual compensation aggregating $378,959. All
agreements are for two years with two expiring May 31, 2001 and two expiring
July 31, 2001.

11. SUBSEQUENT EVENTS

During August 1999, the Company closed on a $2 million bridge financing. The
Company sold 20 units, each unit consisting of a one year $100,000 promissory
note that bears interest at 12% per annum and a warrant to purchase 4,000 shares
of the Company's common stock at a price equal to the ten day average closing
bid price prior to closing. The placement agent receives commissions of 5% of
the total financing and warrants to purchase shares of the Company's common
stock of 5,000 warrants per unit. Principal and interest is payable upon the
earlier of one year or the date on which the Company has received funds in the
minimum amount of $3 million in a subsequent equity private placement.

Further to the bridge financing, a Letter of Intent is also in place for a
subsequent private placement of up to $8,000,000 to be completed by the end of
1999.

Two principal shareholders, also employees of the Company, lent the Company
$150,000 in July 1999. There are no stated repayment terms. Interest of 5% will
be charged on the outstanding balance of this loan.

F-15
<PAGE>
UNWIRE AB
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF UNWIRE AB

We have audited the accompanying balance sheets of Unwire AB (the "Company")
as of December 31, 1999 and 1998 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years then ended. 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 US generally accepted auditing
standards. Those standards require that we plan and perform our 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 Unwire AB as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with US generally accepted accounting
principles.

\s\ BDO Stoy Hayward

London, England

May 9, 2000

F-16
<PAGE>
UNWIRE AB

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
NOTE 1999 1998
-------- ------------ ------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 11,251 $ 89,076
Stock subscriptions receivable............................ -- 352,224
Trade receivables, net of allowance for losses of $1,732
and $6,052 in 1999 and 1998, respectively............... 81,544 46,323
Prepaid expenses.......................................... 36,185 38,639
Other receivables......................................... 71,577 102,240
Inventories............................................... 188,334 8,459
----------- -----------
TOTAL CURRENT ASSETS........................................ 388,891 636,961
----------- -----------
OTHER ASSETS
Software development costs, net........................... 4 109,841 67,379
Patents and trademarks, net............................... 5 164,443 97,556
Furniture and equipment, net.............................. 6 39,054 35,827
----------- -----------
TOTAL OTHER ASSETS.......................................... 313,338 200,762
----------- -----------
TOTAL ASSETS................................................ $ 702,229 $ 837,723
=========== ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES
Trade payables............................................ $ 375,941 $ 205,846
Factor borrowings......................................... 44,281 63,203
Notes payable bank........................................ 7 147,758 18,506
Notes payable--stockholders............................... 8 46,822 --
Accrued expenses.......................................... 208,236 99,263
----------- -----------
TOTAL CURRENT LIABILITIES................................... 823,038 386,818
----------- -----------
Non current liabilities
Convertible debentures.................................... 9 585,480 --
Long term debt, net of current portion.................... 7 70,233 166,553
----------- -----------
TOTAL NON-CURRENT LIABILITIES............................... 655,713 166,553
----------- -----------
Stockholders' (deficit) equity
Common shares ($0.08 par value; 1,805,900 shares
authorised; 1,000,000 shares issued and outstanding).... 81,556 81,556
Additional paid in capital................................ 1,243,017 1,243,017
Cumulative foreign currency translation adjustment........ 29,850 1,831
Accumulated deficit....................................... (2,130,945) (1,042,052)
----------- -----------
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY........................ (776,522) 284,352
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY........ $ 702,229 $ 837,723
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements

F-17
<PAGE>
UNWIRE AB
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
NOTE 1999 1998
---- ------------ ------------
<S> <C> <C> <C>
REVENUES, NET............................................... $ 712,067 $ 160,331

Cost of revenues............................................ (764,254) (579,009)
----------- -----------

GROSS LOSS.................................................. (52,187) (418,678)

Selling expenses............................................ (335,076) (256,638)

Administrative expenses..................................... (541,112) (327,469)

Research and development costs.............................. (133,305) (156,229)

Other operating income...................................... 15,090 27,638
----------- -----------

LOSS FROM OPERATIONS........................................ (1,046,590) (1,131,376)

Financial items, net........................................ 10 (42,303) (6,866)
----------- -----------

LOSS BEFORE INCOME TAXES.................................... (1,088,893) (1,138,242)

Provision for income taxes.................................. 3 -- --
----------- -----------

NET LOSS.................................................... $(1,088,893) $(1,138,242)
=========== ===========

BASIC AND DILUTED LOSS PER SHARE............................ $ (1.089) $ (1.476)
=========== ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND
DILUTED................................................... 1,000,000 771,041
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-18
<PAGE>
UNWIRE AB
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON SHARES ADDITIONAL COMPREHENSIVE
--------------------- PAID IN ACCUMULATED INCOME
SHARES AMOUNT CAPITAL DEFICIT (LOSS) TOTAL
---------- -------- ---------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1998...... 714,000 $58,232 $ 318,318 $ 96,190 -- $ 472,740
-----------
Comprehensive income loss:
Net loss.................... -- -- -- (1,138,242) -- (1,138,242)
Other comprehensive income
loss
Foreign currency
translation............. -- -- -- -- 1,831 1,831
-----------
Comprehensive loss for
fiscal year............... (1,136,411)
-----------
September 1998--share
subscription at SEK29.167
per share net of offering
costs....................... 60,000 4,893 214,683 -- -- 219,576
November 1998--subscription at
SEK26.316
per share................... 95,000 7,748 305,930 -- -- 313,679
November 1998--subscription at
SEK21.126
per share net of offering
costs....................... 71,000 5,790 182,409 -- -- 188,198
November 1998--subscription at
SEK20.833
per share net of offering
costs....................... 60,000 4,893 158,087 -- -- 162,980
Shareholders contributions.... -- -- 63,590 -- -- 63,590
---------- ------- ---------- ----------- ------- -----------
BALANCE, DECEMBER 31, 1998.... 1,000,000 81,556 1,243,017 (1,042,052) 1,831 284,352
Comprehensive income loss:
Net loss.................... -- -- -- (1,088,893) -- (1,088,893)
Other comprehensive income
loss
Foreign currency
translation............. -- -- -- -- 28,019 28,019
-----------
Comprehensive loss for
fiscal year............... -- -- -- -- -- (1,060,874)
---------- ------- ---------- ----------- ------- -----------
BALANCE, DECEMBER 31, 1999.... 1,000,000 $81,556 $1,243,017 $(2,130,945) $29,850 $ (776,522)
========== ======= ========== =========== ======= ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-19
<PAGE>
UNWIRE AB

CASH FLOW STATEMENTS (AMOUNTS IN USD) FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
CASH INFLOW FROM OPERATING ACTIVITIES
Net loss.................................................. $(1,088,893) $(1,138,242)
Depreciation.............................................. 10,268 8,706
Amortization.............................................. 162,432 98,175

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Increase in accounts receivable........................... (35,221) (44,190)
(Increase)/decrease in prepaid expenses................... 2,454 (717)
Decrease in other receivables............................. 30,663 8,865
Increase in inventories................................... (179,875) (8,459)
Increase in accounts payable.............................. 170,159 177,759
Increase/(decrease) in factor borrowings.................. (18,922) 63,203
Increase/(decrease) in accrued expenses................... 108,973 (39,282)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES..................... (837,962) (874,182)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment....................... (13,559) (44,468)
Additions to patents and trademarks....................... (138,798) (146,334)
Software development costs................................ (132,983) (116,776)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES..................... (285,340) (307,578)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock.................... 352,224 975,031
Proceeds from bank loan................................... 32,932 185,059
Proceeds from stockholders' loans......................... 46,822 --
Proceeds from issuance of convertible debentures.......... 585,480 --
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES................. 1,017,458 1,160,090
----------- -----------

EFFECT OF CHANGES IN EXCHANGE RATES ON CASH................. 28,019 1,831
----------- -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS................... (77,825) (19,839)
CASH AND CASH EQUIVALENTS, AT THE BEGINNING OF THE YEAR..... 89,076 108,915
----------- -----------

CASH AND CASH EQUIVALENTS, AT THE END OF THE YEAR........... $ 11,251 $ 89,076
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-20
<PAGE>
UNWIRE AB

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998

1 THE COMPANY

Unwire AB ("the Company", Unwire), was incorporated in Sweden July 28, 1997.
Unwire has produced a GSM (Global System for mobile communications) positioning
system technology (the Technology) which can be used for a variety of
positioning and telematics applications including positioning standard mobile
phones for resource management, information, safety and security, locating
vehicles, management of security and alarm systems, surveillance of rented
objects as well as for remote control of industrial equipment.

Unwire is marketing and further developing the positioning and telematics
applications. Unwire's systems consists of a UP Platform with a powerful
processor and a large flash memory that makes it possible to use in virtually
any communication task, mobile or fixed.

On November 3, 1997, Unwire acquired a wholly-owed subsidiary in Sweden,
Unwire Positioning AB ("Positioning"), Positioning is now dormant with the trade
and intangible assets having been transferred to the Company.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements represent the financial statements of
Unwire and have been prepared in accordance with US generally accepted
accounting principles and are presented in US dollars.

REVENUE RECOGNITION

The Company records revenues on product sales at the time of shipment.

FOREIGN CURRENCY TRANSLATION

Monetary assets and liabilities are translated at the rates prevailing at
the balance sheet date to US dollars. Non-monetary assets and liabilities have
been translated at the date of transaction. Income statements are translated at
average exchange rate for the period. Translation differences that arise are
recorded directly as a component of stockholders' equity. Receivables and
liabilities denominated in foreign currencies are translated at the rates
prevailing at the balance sheet date. Unrealised exchange gains and losses on
translation are reported in the income statement.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with
original maturities of three months or less. The majority of the Company's cash
and cash equivalents reside with high quality Swedish financial institutions.
Therefore, the cash balances are not insured by the US Federal Deposit Insurance
Corporation. The Company has not experienced any losses in such accounts.

INVENTORIES

Inventories are valued at the lower of cost or market value, with cost
determined using the first-in, first-out method. At December 31, 1999 and 1998,
inventories consisted of work in process which amounted to $188,334 and $8,459,
respectively.

F-21
<PAGE>
UNWIRE AB

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FURNITURE AND EQUIPMENT

Furniture and equipment are recorded at acquisition cost less accumulated
depreciation. Depreciation is calculated using a straight line method over the
estimated useful lives of the related assets. Furniture and equipment is
depreciated over 5 years. Furniture and equipment acquired during the year are
depreciated from the date the assets are put to service. Expenditures for normal
maintenance and repairs are charged to income. Significant improvements are
capitalised.

PATENTS AND TRADEMARKS

Patent and trademark costs represent the cost of preparing and filing
applications to patent the Company's proprietary technologies. Such costs are
amortized over the shorter of the life of the patent or the economic lives of
the assets, generally three years, beginning on the date the patents or rights
are issued. Amortization expense for 1999 and 1998 was $71,911 and $48,788,
respectively.

SOFTWARE DEVELOPMENT COSTS

Software development costs for products and certain product enhancements are
capitalised subsequent to the establishment of their technological feasibility
(as defined in Statement of Financial Accounting Standards No. 86) based upon
the existence of working models of the products which are ready for initial
customer testing. Costs incurred prior to such technological feasibility or
subsequent to a product's general release to customers are expensed as incurred.
During 1999 and 1998, the Company incurred and capitalized $137,892 and $116,776
of Software development costs. Amortization expense reported for the years 1999
and 1998 was $90,521 and $49,397, respectively. Amortization expense is based
upon the ratio that current gross revenues bear to total estimated gross
revenues which was an amount approximating the amortization on a straight line
method over the estimated economic life of the product of three years.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically evaluates potential impairment of long-lived assets
based upon cash flows. A loss relating to an impairment of assets occurs when
the aggregate of the estimated undiscounted future cash inflows to be generated
by the Company's assets (including any salvage values) are less than the related
assets' carrying value. Impairment is measured based on the difference between
the higher of the fair value of the assets or present value of the discounted
expected future cash flows and the assets' carrying value. No impairment was
recorded in fiscal 1999 and 1998.

INCOME TAXES

The Company utilizes the assets and liability method to account for income
taxes whereby deferred tax assets and liabilities are recognized to reflect the
future tax consequences attributable to temporary differences between the
financial reporting basis of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to be recovered and settled. The effect of exchange
in tax rates on deferred tax assets and liabilities is recognized in the period
in which the change is enacted.

F-22
<PAGE>
UNWIRE AB

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE

The Company calculated its earnings per share pursuant to SFAS No. 128,
"Earnings per Share", which requires the presentation of both basic and fully
diluted earnings per share (EPS). Assumed exercise of options and conversion of
debt have not been included in the calculation of diluted EPS since the effects
would be anti-dilutive. Accordingly, basic and diluted net loss per share do not
differ for any period presented. EPS is computed based on the loss to common
stockholders and the weighted average number of shares outstanding. The weighted
average number of shares outstanding was 1,000,000 and 771,041 as of
December 31, 1999 and 1998, respectively.

USE OF ESTIMATES

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998 the Financial Accounting Standards Board FASB issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting requirements for derivative instruments
SFAS No. 133, as amended by SFAS No.137 is effective for fiscal years beginning
after June 30, 2000. The Company has not in the past nor does it anticipate that
it will engage in transactions involving derivative instruments, and therefore
does not expect this pronouncement to have any effect on the financial
statements.

The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 130 "Reporting Comprehensive Income" in the first quarter of fiscal 1998.
SFAS No 130 sets standards for the reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income is
comprised of net income and all changes in stockholders' equity except those due
to investments by owners and distributions to owners, which for the Company
includes unrealized gains (losses) on marketable securities. The Company has
elected to disclose comprehensive income in its Statement of Changes in
Stockholders' Equity.

STOCK SPLIT

During November 1998, the Company completed a 1,000 for 1 stock split of its
common stock. Accordingly, all shares and per share amounts have been
retroactively restated in the financial statements to reflect this split.

F-23
<PAGE>
UNWIRE AB

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

3 INCOME TAXES

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Current tax expenses:..................................... -- --
Federal................................................. -- --
State................................................... -- --
Foreign................................................. -- --
Deferred tax expenses:
Federal................................................. -- --
State................................................... -- --
Foreign................................................. -- --
------- -------
Total tax provision..................................... -- --
======= =======
</TABLE>

Unwire AB did not have taxable income for the period from January 1 1998 and
therefore does not have any current income tax expenses.

F-24
<PAGE>
UNWIRE AB

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

3 INCOME TAXES (CONTINUED)

The significant components of the company's deferred income tax assets are
as follows:

Deferred income tax assets:

<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Net operating losses.................................. $ 596,000 $ 292,000
Valuation allowance................................... (596,000) (292,000)
--------- ---------
Net deferred income tax asset......................... $ -- $ --
========= =========
</TABLE>

The Swedish net operating losses amount to approximately US$2,100,000 at
December 31, 1999. These net operating losses do not expire.

Reconciliation of the effective tax rate to the US statutory rate is as
follows:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Tax expense at Swedish statutory rate....................... (28)% (28)%
Change in valuation allowances.............................. 28% 28%
--- ---
Effective income tax rate................................... -- --
=== ===
</TABLE>

4 SOFTWARE DEVELOPMENT COSTS, NET

Software development costs at December 31, 1999 and 1998 consisted of the
following:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Software development costs.............................. $200,362 $116,776
Less accumulated amortization........................... (90,521) (49,397)
-------- --------
$109,841 $ 67,379
======== ========
</TABLE>

5 PATENTS AND TRADEMARKS, NET

Patents and trademarks at December 31, 1999 and 1998 consisted of the
following:

<TABLE>
<CAPTION>
1999 1998
--------- --------
<S> <C> <C>
Patents and trademarks................................. $ 285,132 $146,334
Less accumulated amortization.......................... (120,689) (48,778)
--------- --------
$ 164,443 $ 97,556
========= ========
</TABLE>

F-25
<PAGE>
UNWIRE AB

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

6 FURNITURE AND EQUIPMENT

Furniture and equipment at December 31, 1999 and 1998 consisted of the
following:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Furniture and equipment.................................. $ 49,322 $44,533
Less accumulated depreciation............................ (10,268) (8,706)
-------- -------
$ 39,054 $35,827
======== =======
</TABLE>

7 LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 1999 and 1998

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Note payable--bank...................................... $217,991 $185,059
Less: current maturities................................ 147,758 18,506
-------- --------
$ 70,233 $166,553
======== ========
</TABLE>

Note payable--bank is payable in quarterly principal installments of
$4,627.00, with a balloon payment in June 2001.

The note bears interest at 9.85% and is due June, 2000.

The note is collateralized by the assets of the Company.

8 NOTES PAYABLE--STOCKHOLDERS

All of the stockholders of the Company, lent the Company $46,822 during the
year. The notes are payable on demand and are non-interest bearing.

9 CONVERTIBLE DEBENTURES

During the year the company issued an aggregate of $585,480 convertible
debentures ("the Debentures") to stockholders of the Company. The Debentures are
immediately convertible at the option of the holders into 500,000 shares of the
Company's common stock. The Debentures are non interest bearing.

10 FINANCIAL ITEMS NET

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Interest income......................................... $ 1,082 $ 4,580
Interest expenses....................................... (43,385) (11,446)
-------- --------
$(42,303) $ (6,866)
======== ========
</TABLE>

F-26
<PAGE>
UNWIRE AB

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

11 SUBSEQUENT EVENTS

In January 2000, the Company issued 805,900 shares for cash of approximately
$650,000.

On February 29, 2000 all of the capital stock of the company was acquired by
another entity; CellPoint Inc ("CellPoint"), a US corporation. The purchase
price was paid by the issuance of an aggregate of 1,075,000 shares of common
stock in CellPoint. CellPoint is a US company with subsidiary operations in
Sweden, the United Kingdom and South Africa delivering positioning and telematic
services in co-operation with cellular operators worldwide.

F-27
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial information ("the
Unaudited Pro Forma Consolidated Financial Information") has been derived from
the application of pro forma adjustments to the historical financial statements
of CellPoint Inc. ("CellPoint"), as included elsewhere herein, and the unaudited
historical financial statements for the nine months ended March 31, 2000 as
included elsewhere herein.

The Unaudited Pro Forma Consolidated Financial Information gives effect to
the acquisition of Unwire AB as if such event had occurred as of July 1, 1998
for purposes of the Unaudited Pro Forma Consolidated Statements of Operations
for the year ended June 30, 1999 and the nine months ended March 31, 2000. A Pro
Forma balance sheet has not been presented since the transaction is already
reflected in the historical Consolidated Balance Sheet of CellPoint as of
March 31, 2000 presented elsewhere herein.

The Unaudited Pro Forma Consolidated Financial Information is presented for
information purposes only and does not purport to represent what CellPoint's
financial position and results of operations would actually have been if the
aforementioned event had occurred on the dates specified, or to project
CellPoint's results of operations for any future periods. The Unaudited Pro
Forma Consolidated Financial Information should be read in conjunction with the
consolidated historical financial statements of CellPoint Inc. as included
elsewhere herein.

F-28
<PAGE>
CELLPOINT INC.

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
CELLPOINT INC. UNWIRE AB PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS CONSOLIDATED
-------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Revenue..................................... -- 497,212 497,212
Cost of goods sold.......................... -- (565,957) (565,957)
---------- ---------- ----------- -----------
Gross Profit (Loss)......................... -- (68,745) (68,745)
---------- ---------- ----------- -----------
Selling, general and administrative
expenses.................................. (1,637,240) (697,097) (2,334,337)
Professional fees........................... (534,176) (117,549) (651,725)
Depreciation and amortization............... (702,063) (150,784) (10,208,253) (11,061,100)
---------- ---------- ----------- -----------
Operating loss.............................. (2,873,479) (1,034,175) (10,208,253) (14,115,907)
Financial items, net........................ (96,272) (20,391) (116,663)
---------- ---------- ----------- -----------
Net loss before taxes....................... (2,969,751) (1,054,566) (10,208,253) (14,232,570)
Income taxes................................ -- -- --
---------- ---------- ----------- -----------
NET LOSS.................................... (2,969,751) (1,054,566) (10,208,253) (14,232,570)
========== ========== =========== ===========
</TABLE>

Adjustments reflect twelve months of amortization of goodwill arising on the
acquisition of Unwire. The goodwill will be amortized over seven years.

F-29
<PAGE>
CELLPOINT INC.

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
CELLPOINT INC. UNWIRE AB PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS CONSOLIDATED
-------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Revenue....................................... 605,808 352,818 958,626
Cost of goods sold............................ (61,027) (701,327) (762,354)
---------- -------- ---------- -----------
Gross Profit (Loss)........................... 544,601 (348,509) 196,272
---------- -------- ---------- -----------
Selling, general and administrative
expenses.................................... (2,459,142) (541,572) (3,000,714)
Professional fees............................. (1,247,634) (185,676) (1,433,310)
Depreciation and amortization................. (1,543,336) (181,321) (7,635,750) (9,360,407)
---------- -------- ---------- -----------
Operating loss................................ (4,705,511) (908,569) (7,635,750) (13,794,431)
Financial items, net.......................... (815,573) (38,884) (854,457)
---------- -------- ---------- -----------
Net loss before taxes......................... (5,521,084) (947,453) (7,635,750) (14,648,888)
Income taxes.................................. -- --
---------- -------- ---------- -----------
NET LOSS...................................... (5,521,084) (947,453) (7,635,750) (14,648,888)
========== ======== ========== ===========
</TABLE>

Adjustments reflect six months of amortization of goodwill arising on the
acquisition of Unwire.
The goodwill will be amortized over seven years.

F-30
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(AMOUNTS IN US$)

<TABLE>
<CAPTION>
MARCH 31, 2000
---------------
(UNAUDITED)
<S> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents................................... $ 4,874,541
Accounts receivable......................................... 142,988
Other assets................................................ 76,376
Prepaid expenses............................................ 278,865
Other receivables........................................... 312,766
Inventory................................................... 202,976
-----------
TOTAL CURRENT ASSETS........................................ 5,888,512
LONG-TERM ASSETS:
Purchased technology, net of amortization of $1,570,838 and
$483,336, respectively.................................... 8,579,162
Matrix franchising concept, net of amortization of $361,112
and $111,112, respectively................................ 638,888
Employment contracts, net of amortization of $222,079 and
$68,331, respectively..................................... 200,909
Investment.................................................. 500,000
Patents and trademarks, net of amortization................. 144,834
Capitalized software development costs...................... 322,099
Goodwill, net of amortization of $846,090................... 70,885,455
Machinery and equipment, net of depreciation of $84,019 and
$46,142, respectively..................................... 261,649
-----------
TOTAL LONG-TERM ASSETS...................................... 81,532,996
-----------
TOTAL ASSETS................................................ $87,421,508
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accrued expenses............................................ $ 980,670
Accounts payable............................................ 369,068
Deferred revenue............................................ --
Due to shareholders......................................... --
Due to affiliate............................................ --
Other loans................................................. 843,482
Other current liabilities................................... 284,109
-----------
TOTAL CURRENT LIABILITIES................................... 2,477,329
-----------
TOTAL LIABILITIES........................................... 2,477,329
-----------
STOCKHOLDERS' EQUITY:
Preferred shares ($0.001 par value; 3,000,000 shares
authorized, no shares issued)............................. --
Common Stock ($0.001 par value; 22,000,000 shares
authorized, 10,465,000 shares issued and 6,665,000 shares
issued)................................................... 10,465
Additional paid-in capital.................................. 95,300,348
Cumulative translation adjustment........................... (48,471)
Accumulated deficit......................................... (10,318,163)
-----------
Total stockholders' equity.................................. 84,944,179
-----------
Total liabilities and stockholders' equity.................. $87,421,508
===========
</TABLE>

F-31
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN US$)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------- -------------------------
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
2000 1999 2000 1999
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Sales, net................................... 265,511 -- $ 619,274 --

Cost of sales................................ 62,458 -- 62,458 --
---------- ---------- ----------- -----------

Gross profit................................. 203,053 -- 556,816 --
---------- ---------- ----------- -----------

Selling, general and administrative
expenses................................... (600,521) (507,089) (2,580,902) (1,296,409)

Professional fees............................ (1,027,433) -- (1,270,967) --

Depreciation and amortization................ (1,379,378) (175,077) (2,398,419) (193,520)
---------- ---------- ----------- -----------

TOTAL OPERATING EXPENSES..................... (3,007,332) (682,166) (6,250,288) (1,489,929)
========== ========== =========== ===========

Loss from operations......................... (2,804,279) (682,166) (5,693,472) (1,489,929)
---------- ---------- ----------- -----------

Interest expense, net of interest income and
other...................................... (9,172) 9,306 (818,348) 6,721

NET LOSS..................................... (2,813,451) (672,860) (6,511,820) (1,483,208)
========== ========== =========== ===========

Net loss per share basic and diluted......... (0.29) (0.09) (0.73) (0.20)
========== ========== =========== ===========

Weighted average shares outstanding basic and
diluted.................................... 9,748,333 7,440,000 8,933,361 7,440,000
</TABLE>

F-32
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(AMOUNTS IN US$)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
-------------------------
MARCH 31, MARCH 31,
2000 1999
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Net loss.................................................... 6,511,820 1,483,208

Other comprehensive income (loss)

Currency translation adjustment........................... 46,153 (363)
---------- ----------

Comprehensive loss for fiscal year.......................... $6,557,973 $1,482,845
========== ==========
</TABLE>

F-33
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(AMOUNTS IN US$)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
-------------------------
MARCH 31, MARCH 31,
2000 1999
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss.................................................... $(6,511,820) $(1,483,208)
Adjustments to reconcile net loss to net cash used in
operating activities: Depreciation and amortization......... 2,493,403 193,520
Noncash financing costs..................................... 660,000 --

CHANGES IN OPERATING ASSETS AND LIABILITIES:

Increase in accounts receivable............................. (128,301) (81,679)
Increase in inventory....................................... (15,634) --
Decrease in other assets.................................... 15,538 --
Increase in prepaid expenses................................ (259,268) (59,347)
Increase in other receivables............................... (292,233) --
Increase in accrued expenses and other current
liabilities................................................. 94,688 (189,780)
Increase (decrease) in accounts payable..................... 107,443 (188,413)
Decrease in advances from employee.......................... -- (133,357)
Decrease in due from affiliate.............................. (123,799) --
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES....................... (3,959,983) (1,942,264)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of shares in subsidiary and affiliate.............. -- (250,000)
Purchase of fixed assets.................................... (149,396) (28,282)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES....................... (149,396) (278,282)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of stockholders' loans........................... (150,000) --
Proceeds from notes payable................................. 2,000,000 --
Net proceeds from issuance of shares........................ 9,000,000 2,466,667
Repayments of notes payable................................. (2,000,000) --
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES................... 8,850,000 2,466,667
----------- -----------
Effect of changes in exchange rates on cash................. (46,153) (363)
----------- -----------
Increase in cash and cash equivalents....................... 4,694,468 245,758
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 180,073 764,603
----------- -----------
CASH AND CASH EQUIVALENT, END OF PERIOD..................... $ 4,874,541 $ 1,010,361
=========== ===========
</TABLE>

F-34
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BASIS OF PRESENTATION

NATURE OF REPORT. The consolidated balance sheet at the end of the
preceding fiscal year has been derived from the audited consolidated balance
sheet contained in the Company's Annual Report on Form 10-KSB, on file with the
Securities and Exchange Commission, and is presented for comparative purposes.
All other financial statements are unaudited. In the opinion of management, all
adjustments, which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and changes in cash
flows, for all periods presented, have been made. The results of operations for
interim periods are not necessarily indicative of the operating results for the
full year.

INVENTORIES. Inventories are valued at the lower of cost or market value,
with cost determined using First-in, First-out method.

PATENTS AND TRADEMARKS. Patent and trademark costs represent the cost of
preparing and filing applications to patent the Company's proprietary
technologies. Such costs are amortized over shorter of the life of the patent or
the economic "lives" of the assets, generally three years, beginning on the date
the patents or rights are issued.

SOFTWARE DEVELOPMENT COSTS. Software development costs for products and
certain product enhancements are capitalised subsequent to the establishment of
their technological feasibility (as defined in Statement of Financial Accounting
Standards No. 86) based upon the existence of working models of the products
which are ready for initial customer testing. Costs incurred prior to such
technological feasibility or subsequent to a product's general release to
customers are expensed as incurred. Amortization expense based on the ratio that
current gross revenues bear to total estimated gross revenues, which was an
amount approximating the amortization on a straight-line method over the
estimated economic life of the product of three years.

FOOTNOTES. Certain footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted in accordance with the published rules and regulations of the
Securities and Exchange Commission. These consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB, on file with the
Securities and Exchange Commission.

ESTIMATES AND UNCERTAINTIES. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of 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 reporting period. Actual results, as determined at a later date,
could differ from those estimates. Estimates relate primarily to recoverability
of the Company's tangible and intangible assets.

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

COMMITMENTS AND CONTINGENCIES

The Company will incur tax expense related to all options exercised by
Swedish option holders. To date, no options have been exercised.

F-35
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

DEVELOPMENT STAGE

The Company started selling its systems during the first quarter of fiscal
2000 and acquired an operating business in the current quarter (see Note 4). As
a result, the Company has emerged from development stage.

ACQUISITION

On February 29, 2000, the Company acquired all of the outstanding shares of
Unwire AB for 1,075,000 shares of the Company's Common Stock, having a fair
market value of approximately $72 million. The Company accounted for this
acquisition as a purchase. The excess cost over fair market value of the net
tangible assets acquired was approximately $72 million and was allocated to
goodwill which will be amortized over seven years. Results of operations have
been included in the Company's consolidated financial statements for the period
from March 1, 2000 through March 31, 2000.

The pro forma unaudited results of operations for the three months and nine
months ended March 31, 2000, combining the acquisition of Unwire AB as though it
was acquired by the Company as of July 1, 1998, are as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------- ---------------------------------
MARCH 31, 2000 MARCH 31, 1999 MARCH 31, 2000 MARCH 31, 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenue.............. $ 292,443 $199,824 $ 958,625 $ 297,388
Net Loss............. $3,102,913 $786,438 $7,662,958 $2,374,845
</TABLE>

F-36
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
WHERE YOU CAN FIND MORE INFORMATION ABOUT US... 3
FORWARD-LOOKING STATEMENTS..................... 3
SUMMARY INFORMATION............................ 4
SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND
OTHER DATA................................... 7
RISK FACTORS................................... 8
USE OF PROCEEDS................................ 13
DIVIDEND POLICY................................ 13
CAPITALIZATION................................. 13
SELECTED CONSOLIDATED FINANCIAL INFORMATION.... 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.................................... 15
BUSINESS....................................... 21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................... 29
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.............................. 31
EXECUTIVE COMPENSATION......................... 32
SUMMARY COMPENSATION TABLE..................... 32
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS................................. 33
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON
EQUITY AND OTHER STOCKHOLDER MATTERS......... 34
DESCRIPTION OF SECURITIES...................... 34
RECENT SALES OF UNREGISTERED SECURITIES........ 35
THE SELLING STOCKHOLDERS....................... 36
PLAN OF DISTRIBUTION........................... 41
INDEMNIFICATION................................ 42
LEGAL OPINIONS................................. 42
EXPERTS........................................ 42
CONSOLIDATED FINANCIAL STATEMENTS OF CELLPOINT
INC. and SUBSIDIARIES........................ F-1
</TABLE>

1,686,272 SHARES
OF
COMMON STOCK

CELLPOINT INC.

COMMON STOCK
---------------------

PROSPECTUS

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

AUGUST 4, 2000

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