COMMUNITRONICS OF AMERICA INC
10SB12G/A, 1999-09-13
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                ADMENDMENT No. 1
                                       to
                                   FORM 10-SB

                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS

        UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                         COMMUNITRONICS OF AMERICA, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)


             UTAH                                        86-0285684B
             ----                                        -----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)



         27955 HIGHWAY 98, SUITE WWX
              DAPHNE, ALABAMA                                       36526
   --------------------------------------                         ----------
  (Address of principal executive offices)                        (Zip Code)


ISSUER'S TELEPHONE NUMBER:    (334) 626-7650

SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:  NOT APPLICABLE

SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT: COMMON STOCK, $.01
PAR VALUE

<PAGE>

                                     PART I

         Communitronics of America, Inc. (the " Company") is including the
following cautionary statement to make applicable and take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 for
any forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, expectations, future events or performance and underlying
assumptions and other statements which are other than statements of historical
facts. Certain statements contained herein are forward- looking statements and,
accordingly, involve risks and uncertainties which could cause actual results or
outcomes to differ materially from those expressed in the forward-looking
statements. The Company's expectations, beliefs and projections are expressed in
good faith and are believed by the Company to have a reasonable basis, including
without limitations, management's examination of historical operating trends,
data contained in the Company's records and other data available from third
parties, but there can be no assurance that management's expectations, beliefs
or projections will result or be achieved or accomplished. In addition to other
factors and matters discussed elsewhere herein, the following are important
factors that, in the view of the Company, could cause actual results to differ
materially from those discussed in the forward-looking statements: the ability
of the Company to maintain its rights in its intellectual property; the ability
of the Company to obtain acceptable forms and amounts of financing to fund
planned acquisitions and operations, technology development, marketing and other
expansion efforts; and the global market for its products and communications
services. The Company has no obligation to update or revise these
forward-looking statements to reflect the occurrence of future events or
circumstances.

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL BACKGROUND

         Communitronics of America, Inc. (formerly called Oneida General
Corporation) (the "Company"), is a Utah corporation incorporated on September
21, 1970. The name of the corporation was changed to Communitronics of America,
Inc. on October 26, 1998, and had been previously changed from Industrial Sales
and Marketing Corporation on February 16, 1979.

         In October 1998, the Company acquired 100% of the issued and
outstanding stock of Communitronics Inc. and its wholly owned subsidiaries,
Crescent Paging, Inc. and Radio Systems, Inc. in exchange for 5,500,000 shares
of restricted Common Stock of the Company. In connection with the transaction,
the previous directors and officers of the Company canceled 3,000,000 of their
shares without consideration. Following the acquisition, the directors and
officers of the Company completely changed to its present management, and the
Company commenced its current business as a provider of wireless message paging
systems and information delivery systems. Prior to acquiring Communitronics,
Inc. and its subsidiaries, the Company had not conducted any material operations
since 1985.

         In December 1998, the Company acquired all of the issued and
outstanding stock of Data Paging, Inc. in exchange for 250,000 shares of
restricted Common Stock of the Company.

OPERATIONS

         The Company is a provider of wireless message paging and information
delivery services. The Company has a network of 14 radio towers (one tower is
owned by the Company and 13 towers are leased) to deliver wireless messaging
services in the costal regions of Alabama, Louisiana, Mississippi and the
Florida panhandle. The Company owns seven Certificates of Public Convenience and
Necessity issued by the Alabama Public Service Commission and 34 frequencies
licensed by the Federal Communications Commission. These certificates and
licenses allow the


                                        2

<PAGE>

Company to provide wireless messaging services in these geographic areas.

         The Company supports its operations from its executive offices in
Daphne, Alabama, and from its operation offices located in Foley, Alabama;
Metaerie, Louisiana; Gulfport, Mississippi; and Pascagoula, Mississippi.

         The geographic areas served by the Company covers approximately
10,000,000 persons. In its message paging markets, the Company presently serves
approximately 5,000 subscribers at June 30, 1999.

STRATEGY

         Historically, the Company has focused on the acquisition and operation
of message paging systems in RSAs and small MSAs in the southeastern United
States. The Company's acquisition of licenses enables it to significantly expand
both its customer base and geographic coverage and to offer enhanced paging and
communications services. The Company's initial focus with its licenses has been,
and will continue to be, to commence operations in the most densely populated
areas within its systems. The Company believes that it is the optimum technology
for rural, less densely populated areas because they are less susceptible to
competition and have greater capacity for future growth than most major markets,
and that equipment has the optimum technology for more densely populated urban
areas where analog systems are more expensive to deploy and face potential
capacity constraints. The Company has entered its markets at a relatively low
cost.

         In December 1998, the Company acquired all of the issued and
outstanding shares of capital stock of Data Paging, Inc., a Mississippi
corporation, in exchange for 250,000 restricted shares of Common Stock of the
Company at an agreed upon value of $500,000. Data Paging, Inc. retained a
security interest in the stock until such times as it sells the Common Stock of
the Company for a minimum of $500,000 ($2.00 per share) in reliance upon Rule
144 under the Securities Act of 1933 after a one-year holding period or
registration of such securities, whichever first occurs. In the event the stock
is sold for less than $500,000, the Company is obligated to pay the difference
in cash or stock to the former stockholders.

         The Company's operating strategy has been to (i) achieve a critical
time-to-market advantage by rapidly constructing and commencing operations of
tower systems in urban areas within selected markets; (ii) continue to expand
its operations through increased subscriber growth and usage; (iii) utilize its
centralized management and back office functions to support the needs of its
subscribers, thereby further improving operating efficiencies and generating
greater economies of scale; and (iv) selectively acquire cellular properties
primarily in contiguous markets. The Company is implementing its strategy by
continuing to build its systems, offer a wide range of products and services at
competitive prices, continually upgrade the quality of its network, establish
strong brand recognition, create a strong sales and marketing program tailored
to local markets and provide a superior level of customer service.

PAGING SERVICES

         Wireless communications systems use a variety of radio frequencies to
transmit voice and data. Broadly defined, the wireless communications industry
includes one-way radio applications, such as paging or beeper services, and
two-way radio applications, such as cellular telephone, PCS and Enhanced
Specialized Mobilized Radio ("ESMR") networks. Historically, each application
has been licensed and operates in a distinct radio frequency block.

         The Company's paging systems are primarily digital based systems.
Digital technology has been introduced in numerous markets. Analog technology
currently has several limitations, including lack of privacy and limited
capacity. Digital systems convert voice or data signals into a stream of digits
that is compressed before transmission,


                                        3

<PAGE>

enabling a single radio channel to carry multiple simultaneous signal
transmissions. This enhanced capacity, along with improvements in digital
signaling, allows digital-based wireless technologies to offer new and enhanced
services, such as greater call privacy, and robust data transmission features,
such as "mobile office" applications (including facsimile, electronic mail and
wireless connections to computer/data networks, including the Internet).

         The Company competes directly with existing paging and specialized
mobile radio services. The Company's services are not generally offered by
cellular providers, such as data transmissions to and from portable computers,
advanced paging services, e-mail and facsimile services. The Company may also
offer mass market wireless local loop applications in competition with wired
local communications services in the future.

         The Company, and the wireless communications industry in general, have
historically experienced significant subscriber growth during the fourth
calendar quarter. The Company has historically experienced highest usage and
revenue per subscriber during the fall and winter months. The Company expects
these trends to continue.

OPERATION OF WIRELESS COMMUNICATION SYSTEMS

         Wireless communication system service areas are divided into multiple
cells. Due to the frequencies in which they operate, cellular cells generally
have a wider transmission radius than PCS cells. Each cell contains a
transmitter, a receiver and signaling equipment (the "Paging Site"). The Paging
Site is connected by microwave or land line telephone lines to a switch that
uses computers to control the operation of the communications system for the
entire service area. The system controls the transfer of messages from cell to
cell as a subscriber's pager travels. Wireless communications providers
establish interconnection agreements with local exchange carriers and
interexchange carriers, thereby integrating their system with the existing
landline communications system.

         When the signal strength of a page declines to a predetermined level,
the page is transferred to another Paging Site where the signal strength is
stronger. If the page leaves the service area of a system, the page is
disconnected unless there is a technical connection with the adjacent system.

         Analog cellular pagers are functionally compatible with digital systems
in all markets within the United States. As a result, analog cellular handsets
may be used wherever a subscriber is located, as long as a the system is
operational in the area. Paging system operators normally agree to provide
service to subscribers from other paging systems who are temporarily located in
or traveling through their service areas. Agreements among system operators
provide that the carrier that normally provides services to the roaming
subscriber pays the serving carrier at rates prescribed by the serving carrier.

         Although different systems utilize similar technologies and hardware,
they operate on different frequencies and use different technical and network
standards. As a result, it currently is not possible for users of one type of
system to "roam" on a different type of system outside their service area, or to
hand off calls from one type of system to another. This will also be true for
pager subscribers seeking to roam in a service area served by operators using
different technical standards.


PAGING OPERATIONS

         The Company generally owns 100% of each of its frequency licenses. In
its coastal markets, the Company's systems cover large contiguous geographic
areas with relatively few Paging Sites, incorporating cost efficient technology.


                                        4

<PAGE>

         The Company's experience is that several inherent attributes of RSA's
and small MSA's make such markets attractive. Such attributes include high
subscriber growth rates, population bases of customers with substantial needs
for wireless communications, the ability to cover larger geographic areas with
fewer Paging Sites than is possible in urban areas, less intense competitive
environments and less vulnerability to competition.

PAGING MARKETS AND SYSTEMS

          The Company presently owns 37 FCC-licensed frequencies for its
wireless message paging services in the southeast and Gulf Coastal areas of the
United States. The Company intends to focus on the national frequency of
152.630. However, it also uses several other frequencies wherever necessary in
Alabama, Florida, Louisiana and Mississippi. The 152.630 frequency is a
nationally licensed frequency. The Company intends to expand its operations in
these and other states, and to install new state-of-the-art paging equipment
with e-mail capabilities. The Company recently purchased equipment with e-mail
capabilities at a cost of approximately $150,000 which is being deployed in its
New Orleans and Baton Rouge, Louisiana markets.

         The Company also has traffic passing agreements with other paging
companies that own the 152.630 license for Tennessee, and for parts of Alabama
and Mississippi not owned by the Company.

         The Company's goal is to achieve significant market penetration by
aggressively marketing competitively priced wireless messaging services under
its proprietary brand names, offering enhanced services not generally provided
by other paging operators and providing superior customer service. In addition,
the Company is structured to be a low-cost provider of paging services by taking
advantage of the existing business infrastructure and business experience
established in connection with its other operations, including centralized
management, marketing, billing and customer service functions, and by focusing
on efficient customer acquisition and retention.

SPECIALIZED MOBILE RADIO LTR TRUNKING

         Specialized mobile radio (SMR) transmissions are broadcast over either
400 MHZ, 800 MHZ or 900 MHZ frequencies. These frequencies have limited spectrum
which means a limited number of customers can be served using the available
frequencies. A majority of the 800 MHZ channels in New Orleans, Louisiana have
been acquired by Nextel which places them in a unique position to control the
SMR market and telephone interconnect.

         During 1998, Nextel announced the discontinuance of providing analog
transmission (5 KHz). For their customers who currently use analog equipment,
this decision will require them to purchase new digital equipment at a
substantial cost and will raise their monthly recurring fee.

         The Company has recently acquired eleven 800 MHZ channels. These
channels will allow the Company to provide the best quality in dispatch and
telephone interconnect communications to commercial and industrial users. The
advantage of the 800 MHZ over the newly granted 900 MHZ spectrum is full 5 KHz
deviation which translates into better quality and increased range. These eleven
channels can support approximately 2000 to 2500 users with many options not
available in conventional dispatch systems.

         In addition to the 800 MHZ channels, the Company controls eight UHF
(450 MHZ) dispatch channels. These channels are presently conventional. Over the
next 3 to 4 months, the Company will convert these channels into LTR trunking
format. The conversion will allow the Company to provide existing as well as
future customers with the best quality communication available today.


                                        5

<PAGE>

         The Company plans to exploit these channels in New Orleans by offering
to customers the choice of continuing analog transmission. These customers'
equipment can easily be re-fitted to operate on the Company's channels thereby
eliminating the need to replace equipment. Because of limited spectrum, these
channels become more valuable as time passes.

TWO-WAY RADIO SALES AND SERVICE

         The Company is an authorized dealer for Kenwood, ICOM, and
Yeasu/Standard. As a dealer, the Company is authorized to sell and service these
manufacturers two-way radios. The Company targets organizations that have their
own frequencies, such as governmental agencies, hospitals, etc., for two-way
radio sales. In addition, the Company has a fully-staffed service department
that repairs and maintains equipment sold.

MARKETING, SALES AND CUSTOMER SERVICE

         The Company's sales and marketing strategy is to generate continued net
subscriber growth and increased subscriber revenues. In addition, the Company
targets a customer base which it believes is likely to generate higher monthly
service revenues, while attempting to achieve a low cost of adding new
subscribers. The Company markets its services under its proprietary brand names,
and sells its products and services through a combination of direct and indirect
distribution channels.

         The Company markets its message paging services and products primarily
in the southeastern United States.

          Initially, the Company intends to concentrate its marketing efforts
primarily on businesses and individuals "on- the-go", which would benefit from
integrated mobile voice, message and wireless data transmission capabilities,
who would most benefit from enhanced features and services.

SALES

         The Company sells its products and services through a combination of
direct and indirect channels. The Company operates four sales offices (which
also serve as retail sales locations). The Company utilizes a direct sales force
of 12 persons based out of these offices, who are trained to educate new
customers on the features of its products. Sales commissions generally are
linked both to subscriber revenue and subscriber retention, as well as
activation levels.

         The Company believes that its sales offices provide the physical
presence in local markets necessary to position the Company as a quality local
service provider, and give the Company greater control over both its costs and
the sales process. The Company also intends to utilize indirect sales through a
network of local merchant and specialty retailers. The Company intends to
continue to use a combination of direct and indirect sales channels, with the
mix depending on the demographics of each particular market.

         In addition, the Company acts as a retail distributor of pagers and
radios, and maintains inventories. Although subscribers generally are
responsible for purchasing or otherwise obtaining their own pagers and radios,
the Company has historically sold them below cost from time to time to respond
to competition and in accordance with general industry practice.

CUSTOMER SERVICE

         Customer service is a significant element of the Company's operating
philosophy. The Company is committed


                                        6

<PAGE>

to attracting and retaining subscribers by providing consistently superior
customer service. At its headquarters in Daphne, Alabama, the Company maintains
a sophisticated monitoring and control system, a staff of customer service
personnel and a well-trained technical staff to handle both routine and complex
questions as they arise.

         The Company believes that it helps manage its churn through an outreach
program by its sales force and customer service personnel. This program not only
enhances subscriber loyalty, but also increases add-on sales and customer
referrals. The outreach program allows the sales staff to check customer
satisfaction, as well as to offer additional services.

SUPPLIERS AND EQUIPMENT VENDORS

         The Company does not manufacture any of the pagers or equipment used in
the Company's operations. The high degree of compatibility among different
manufacturer's models of pagers and Paging Site equipment allows the Company to
design, supply and operate its systems without being dependent upon any single
source of such equipment. The pagers and Paging Site equipment used in the
Company's operations are available for purchase from multiple sources, and the
Company anticipates that such equipment will continue to be available in the
foreseeable future. The Company currently purchases pagers primarily from
Motorola, Inc. and Ericsson Inc. The Company currently purchases Paging Site and
switching equipment primarily from Motorola, Inc. and Glenayre, Inc.

COMPETITION

         Competition for subscribers among wireless licensees is based
principally upon the services and features offered, the technical quality of the
wireless system, customer service, system coverage, capacity and price. Such
competition may increase to the extent that licenses are transferred from
smaller, stand-along operators to larger, better capitalized and more
experienced wireless communications operators who may be able to offer
subscribers certain network advantages similar to those offered by the Company.

         The Company's business will directly competes with existing service
providers in its markets, many of which have been operational for a longer
period of time and have significantly greater financial technical resources than
those available to the Company and who may upgrade their systems to provide
comparable services in competition with the Company's systems.

         In the future, in its markets the Company expects to face increased
competition from entities providing other communications technologies and
services. Although some of these technologies and services are currently
operational, others are being developed or may be developed in the future.

         Continuing technological advances in communications and FCC policies
that encourage the development of new technologies may result in additional
competition.

GOVERNMENTAL REGULATION

         The FCC regulates the licensing, construction, operation, acquisition
and sale of message paging systems in the United States pursuant to the
Communications Act of 1934 (the "Communications Act"), as amended from time to
time, and the rules, regulations and policies promulgated by the FCC thereunder.


                                        7

<PAGE>

LICENSING OF PCS SYSTEMS

         Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband PCS licensees, o entity may hold licenses for more than 45
MHZ of PCS, cellular and SMR services regulated as CMRS where there is
significant overlap in any geographic area (significant overlap will occur when
at least 10 percent of the population of the PCS licensed service area is within
the CGSA(s) and/or SMR service area(s)).

         All paging licenses will be granted for a 10-year period, at the end of
which they must be renewed.

TRANSFERS AND ASSIGNMENTS OF LICENSES

         The Communications Act and FCC rules require the FCC's prior approval
of the assignment or transfer of control of a license for a system. In addition,
the FCC has established transfer disclosure requirements that require licensees
who transfer control of or assign a license within the first three years of
their license term to file associated contracts for sale, option agreements,
management agreements or other documents disclosing the total consideration that
the licensee would receive in return for the transfer or assignment of its
license. Non-controlling interests in an entity that holds a PCS license or PCS
system generally may be bought or sold without FCC approval. Certain
acquisitions or sales by the Company of its interests may also require the prior
approval of federal, state or local regulatory authorities having competent
jurisdiction.

FOREIGN OWNERSHIP

         Under existing law, no more than 20% of an FCC licensee's capital stock
may be owned, directly or indirectly, or voted by non-US citizens or their
representatives, by a foreign government or its representatives or by a foreign
corporation. Because the Company itself does not hold any FCC license but
instead controls other companies which themselves hold the licenses (which is
the current and intended structure), up to 25% of the Company's capital stock
may be owned or voted by non-US citizens or their representatives, by a foreign
government or its representatives or by a foreign corporation. Alien ownership
above the 25% level may be allowed should the FCC find such higher levels not
inconsistent with the public interest. If foreign ownership of the Company were
to exceed the 25% level, the FCC could revoke the company's FCC licenses,
although the Company could seek a declaratory ruling from the FCC allowing the
foreign ownership or take other actions to reduce the Company's foreign
ownership percentage in order to avoid the loss of its licenses. The Company has
no knowledge of any percent foreign ownership in violation of these
restrictions.

TELECOMMUNICATIONS ACT OF 1996 AND OTHER INDUSTRY DEVELOPMENTS

         On February 8, 1996, the Telecommunications Act of 1996 (the
"Telecommunications Act") was signed into law, substantially revising the
regulation of communications. The goal of the Telecommunications Act is to
enhance competition and remove barriers to market entry, while deregulating the
communications industry to the greatest extent possible. To this end, local and
long-distance communications providers and paging companies will, for the first
time, be able to compete in other's market, and telephone and cable companies
will likewise be able to compete. To facilitate the entry of new carriers into
existing markets, the Telecommunications Act imposes certain interconnection and
equal access requirements on incumbent carriers. Additionally, all
communications carriers providing interstate communications services must
contribute to the federal universal service support mechanisms that the FCC will
establish. The Company cannot predict the outcome of the FCC's rulemaking
proceedings to promulgate regulations to implement the new law or the effect of
the new regulations and there can be no assurance that such regulations will not
adversely affect the Company's business or financial condition.


                                        8

<PAGE>

         At present, cellular providers, other than the regional Bell operating
companies, have the option of using only one designated long distance carrier.
The Telecommunications Act codifies the policy that CMRS providers will not be
required to provide equal access to long distance carriers. The FCC, however,
may require CMRS carriers to offer unblocked access (i.e., implemented by the
subscriber's use of a carrier identification code or other mechanisms at the
time of placing a call) to the long distance provider of a subscriber's choice.
The FCC has terminated its inquiry into the imposition of equal access
requirements on CMRS providers.

         On August 1, 1996, the FCC released a Report and Order expanding the
flexibility of cellular, PCS and other CMRS providers to provide fixed as well
as mobile services. Such fixed services include, but need not be limited to,
"Wireless local loop" services, e.g., to apartment and office buildings, and
wireless backup to PVXs and local area networks, to be used in the event of
interruptions due to weather or other emergencies. The FCC has not yet decided
whether such fixed services should be subjected to universal service
obligations, or how they should be regulated, but it has proposed a presumption
that they be regulated as CMRS services.

         On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act of 1996. The FCC's
decision is lengthy and complex and is subject to petitions for reconsideration
and judicial review (as described below), and its precise impact is difficult to
predict with certainty. However, the FCC's order concludes that CMRS providers
are entitled to reciprocal compensation arrangements with local exchange
carriers ("LECs") and prohibits LECs from charging CMRS providers for
terminating LEC-originated traffic. The FCC's decision gives it broad authority
to regulate on the intrastate level, but states may impose additional
procompetitive rules beyond the minimum federal guidelines. Under these
guidelines, states must set arbitrated rates for interconnection and access to
unbundled elements based upon the LECs' long run incremental costs, plus a
reasonable share of forward-looking joint and common costs. In lieu of such
cost-based rates, the FCC has also established for use by states a benchmark
maximum range of 0.1-0.4 cents per minute for end office termination pending
further cost-based studies, and subject to a possible "true-up" payment later.
The FCC has also permitted states to impose "bill and keep" arrangements, under
which CMRS providers would make no payments for LEC termination of calls where
LECs and CMRS providers have symmetrical termination costs and roughly balanced
traffic flows. However, the FCC has found no evidence that these conditions
presently exist. The relationship of these charges to the payment of access
charges and universal service contributions has not yet been resolved by the
FCC. LECs and state regulators filed appeals of the interconnection order, which
have been consolidated in the US Court of Appeals for the Eight Circuit. The
Court has temporarily stayed the effective date of the pricing rules (including
the benchmark maximum of 0.2-0.4 cents described above) until more permanent
relief can be fashioned.

EMPLOYEES AND LABOR RELATIONS

         The Company considers its labor relations to be good and, to the
Company's knowledge, none of its employees is covered by a collective bargaining
agreement. As of June 30, 1999, the Company employed a total of approximately
17 people in the following areas:

<TABLE>
<CAPTION>
             Category                                     Number of Employees
             --------                                     -------------------
             <S>                                          <C>
             Sales and marketing .......................         10
             Engineering ...............................          4
             General and administration, including
                  customer service .....................          3
</TABLE>


                                        9

<PAGE>

ITEM 2.  PROPERTIES

         The Company leases its principal executive offices (consisting of
approximately 3,000 square feet) located in Daphne, Alabama. The Company and its
subsidiaries and affiliates also lease three additional locations for local
operations and inventory storage, switching equipment and local sales and
administrative offices. The Company does not own any real property.

ANTICIPATED ACQUISITIONS

         Given the size and highly fragmented composition of the industry, the
Company has identified the potential to carry out a market roll-up within the
systems integration marketplace. Initially, the Company intends to expand its
business through selective, strategic acquisitions of other companies with
complementary businesses in a revenue range of $1 million to $3 million.
Management believes that companies in this range of revenues may be receptive to
the Company's acquisition program since often they are too small to be
identified as acquisition targets of larger public companies or to independently
attempt their own public offering. In particular, the Company intends to focus
its acquisition strategy on candidates which have a proven record of delivering
high-quality technical services and a customer base of mid-sized companies that
could benefit from the Company's access to anticipated sources of financing and
long-term growth strategy.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

RESULTS OF OPERATIONS

         The following table sets forth certain operating information regarding
the Company:

<TABLE>
<CAPTION>
                                             SIX MONTH
                                           PERIOD ENDED
                                           JUNE 30, 1999                  YEAR ENDED                          YEAR ENDED
                                            (UNAUDITED)                DECEMBER 31, 1998                  DECEMBER 31, 1997
                                           --------------              -----------------                  -----------------
<S>                                        <C>                         <C>                                <C>
Revenues                                     $634,530                      $1,156,731                         $  -0-

Cost of Goods Sold                           $ 88,874                      $  256,790                         $  -0-

Net Earnings (Loss)                          $ (2,443)                     $  (29,372)                        $37,719

Net Earnings (Loss) Per Share                $   (.01)                     $     (.01)                        $  (.03)
</TABLE>

         The following summary table presents comparative cash flows of the
Company for the fiscal years ended December 31, 1997 and December 31, 1998, and
for the six months ended June 30, 1999 (unaudited).


                                       10

<PAGE>

<TABLE>
<CAPTION>

                                              SIX MONTH
                                             PERIOD ENDED
                                             JUNE 30, 1999              YEAR ENDED                         YEAR ENDED
                                             (UNAUDITED)                DECEMBER 31, 1998                  DECEMBER 31, 1997
                                             -----------                -----------------                  -----------------
<S>                                          <C>                        <C>                                <C>
Net cash provided (used) in operating
activities                                   $    1,977                  $   (132,179)                      $       30,000

Net cash used in investing
activities                                   $ (137,980)                 $   (143,792)                      $       30,000

Net cash provided by financing
activities                                   $  118,055                  $     26,714                       $          -0-
</TABLE>

         The Company had cash balances totaling $31,865 at December 31, 1998,
and $13,917 at June 30, 1999.


CAPITAL EXPENDITURES

         The Company has incurred capital expenditures for radio towers,
equipment and office furniture used in its operations. Capital expenditures at
December 31, 1998, totaled $661,069, and $780,425 at June 30, 1999, net of
accumulated depreciation.

CAPITAL RESOURCES

         The Company's capital resources have been provided primarily by its
revenues from operations, and also from capital contributions and loans from its
stockholders. During fiscal 1998, the Company made offerings of its Common
Stock under Rule 504 of Regulation D under the Securities Act of 1933 which
realized $_____ in cash subscriptions and paid $_____ in contract obligations
in subscriptions for Common Stock.

LIQUIDITY

         The ability of Company to satisfy its obligations depend in part upon
its ability to reach a profitable level of operations.


ITEM 3.  DESCRIPTION OF PROPERTY.

CORPORATE OFFICES

         The Company currently leases its corporate offices located at 27955
Highway 98, Suite WW-X, Daphne, Alabama 36526. The lease agreement is for a five
year term and covers approximately 3,000 square feet. The monthly payments are
$1,650 which will increase 5% during the second and fifth year of the lease.

         The Company also leases offices for three operation offices. In Foley,
Alabama, the Company leases approximately 600 square feet at $500 per month for
a two-year term. In Gulfport, Mississippi, the Company leases approximately 900
square feet at $675 per month for a two-year term. In New Metairie, Louisiana,
the Company leases approximately 2,000 square feet at $1,825 per month for a
three year term.


                                       11

<PAGE>

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The total number of shares of Common Stock of the Company beneficially
owned by each of the officers and directors of the Company, and all of such
directors and officers as a group, and their percentage ownership of the
outstanding Common Stock of the Company as of June 30, 1999, are as follows:

<TABLE>
<CAPTION>

                                                                          SHARES          PERCENT OF
            MANAGEMENT                                                 BENEFICIALLY         COMMON
            SHAREHOLDERS(1)                                              OWNED(1)         STOCK (1)
            ---------------                                            ------------       ----------
<S>                                                                     <C>                  <C>
David R. Pressler..................................................     5,240,500 (2)        66.9%
   27955 Highway 98, Suite WW-X
   Daphne, Alabama 36526

Samuel Mastrull....................................................       286,000 (3)         3.7%
   1118 Hatteras Circle
   West Palm Beach, Florida 33413

James H. Flanagan..................................................         5,000             .06%
   3009 Artimese Avenue
   Pascagoula, Mississippi

Charles H. Hillman.................................................         4,000             .01%
   7190 Pullman Place
   Mobile, Alabama 3669

Directors and officers as a group
   (4 persons, including the above)................................     5,535,500            70.7%
</TABLE>

- --------------------------------------
(1)      Except as otherwise noted, it is believed by the Company that all
         persons have full voting and investment power with respect to the
         shares indicated. Under the rules of the Securities and Exchange
         Commission, a person (or group of persons) is deemed to be a
         "beneficial owner" of a security if he or she, directly or indirectly,
         has or shares the power to vote or to direct the voting of such
         security, or the power to dispose of or to direct the disposition of
         such security. Accordingly, more than one person may be deemed to be a
         beneficial owner of the same security. A person is also deemed to be a
         beneficial owner of any security which that person has the right to
         acquire within 60 days, such as options or warrants to purchase the
         Common Stock of the Company.

(2)      Includes 500,000 shares of Common Stock of the Company held by his wife
         and his sons.

(3)      Includes 1,000 shares of Common Stock of the Company owned by his wife
         and 10,000 shares held as custodian for his grandchildren.


                                       12

<PAGE>

PRINCIPAL STOCKHOLDERS

                  The following table sets forth information with respect to
the beneficial ownership of the Company's Common Stock by each shareholder
who beneficially owns more than five percent (5%) of the Company's Common
Stock, the number of shares beneficially owned by each and the percent of
outstanding Common Stock so owned of record as of June 30, 1999. It is
believed by the Company that all persons listed have sole voting and
investment power with respect to their shares, except as otherwise indicated.

<TABLE>
<CAPTION>

                                                                             SHARES               PERCENT OF
               NAME AND ADDRESS                                           BENEFICIALLY            OUTSTANDING
             OF BENEFICIAL OWNER                   TITLE OF CLASS            OWNED               COMMON STOCK
             -------------------                   --------------         ------------           ------------
<S>                                                <C>                    <C>                    <C>
David R. Pressler                                  Common Stock           5,240,500 (2)               66.9%
27955 Highway 98, Suite WW-X
Daphne, Alabama 36526

Cede & Co.                                         Common Stock             997,724                   12.7%
P.O. Box 222, Bowling Green Station
New York, New York 10274

</TABLE>

- --------------------------------------
(1)      Except as otherwise noted, it is believed by the Company that all
         persons have full voting and investment power with respect to the
         shares indicated. Under the rules of the Securities and Exchange
         Commission, a person (or group of persons) is deemed to be a
         "beneficial owner" of a security if he or she, directly or indirectly,
         has or shares the power to vote or to direct the voting of such
         security, or the power to dispose of or to direct the disposition of
         such security. Accordingly, more than one person may be deemed to be a
         beneficial owner of the same security. A person is also deemed to be a
         beneficial owner of any security which that person has the right to
         acquire within 60 days, such as options or warrants to purchase the
         Common Stock of the Company.

(2)      Includes 500,000 shares of Common Stock of the Company held by his wife
         and his sons.

(3)      Cede & Co. Is a nominee holder of shares of Common Stock of the Company
         as a depository for brokerage firms and others.


ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

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

<TABLE>
<CAPTION>

NAME                       AGE              POSITION
- ---                        ---              --------
<S>                        <C>              <C>
David R. Pressler          54               Chairman of the Board, Director, Chief Executive Officer and President
Samuel Mastrull            71               Director, Chief Financial Officer and Secretary
James H. Flanagan          70               Director
Charles H. Hillman         39               Director
</TABLE>

                                       13

<PAGE>

         There is no family relationship between or among the above directors
and officers.

         Mr. Pressler became Chairman of the Board, Chief Executive Officer,
and President of the Company on October 26, 1998, following the Company's
acquisition of all of the issued and outstanding stock of Communitronics,
Inc. He founded and was the President of Communitronics, Inc. from 1975 until
its acquisition by the Company. Mr. Pressler holds an FCC Master Radio
Engineer Rating with radar endorsement. He is a certified engineer (EI-0216),
and is a senior member of the National Association of Radio and
Telecommunications Engineers.

         Mr. Mastrull became a director and the Chief Financial Officer and
Secretary of the Company on October 26, 1998. From 1995 to 1997, he was a
registered representative with the securities firm of Joseph Charles
Investment Bankers. From 1987 to 1995, he was the owner and President of
Compliance Technology, Inc. which assisted companies seeking financing from
lending institutions. From 1976 to 1987, Mr. Mastrull was an ombudsman
employed by the State of News Jersey. From 1962 to 1976, Mr. Mastrull was a
registered representative employed by several securities brokerage firms. Mr.
Mastrull received a business administration degree from Drake College in
1995.

         Mr. Flanagan became a director of the Company on October 26, 1998.
He is presently retired. From 1957 to 1997, he was the President and co-owner
of Pascagoula Drug Company, a pharmacy company in Pascagoula, Mississippi.
Mr. Flanagan received a pharmacy degree from the University of Mississippi in
1955.

         Mr. Hillman became a director of the Company on October 26, 1998.
From July 1995 to the present, he has been a partner in the law firm of
Ulmer, Hilman, Ballard and Nikolakis, P.G., in Mobile, Alabama. From 1990 to
July 1995, he was an attorney in the law firm of Brown Hudgens P.C. From 1984
to 1990, Mr. Hillman was an attorney in the Judge Advocates General division
of the U.S. Army. Mr. Hillman graduated from Mississippi State University
with a B.S. degree in 1981, and graduated from the University of Mississippi
School of Law in 1984.

ITEM 6.  EXECUTIVE COMPENSATION.

         No executive officer or director of the Company received compensation
in excess of $100,000 during its fiscal year ended December 31, 1998. David R.
Pressler, the President of the Company, presently receives compensation of
approximately $21,000 per year.

         The Company does not presently have any pension plan, profit sharing
plan, or similar plans for the benefit of its officers, directors or employees.
However, the Company reserves the right to establish any such plans in the
future.

         Directors of the Company who do not serve as officers thereof are not
currently compensated by the Company for meeting attendance or otherwise, but
are entitled to reimbursement for their travel expenses. The Company does not
pay additional amounts for committee participation or special assignments of the
Board of Directors.


ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In connection with the reorganization of the Company in October 1998
and the acquisition of Communitronics, Inc. and its subsidiaries, David R.
Pressler, a director and President of the Company, received 5,240,500 shares of
Common Stock of the Company; and Sam Mastrull, a director and Chief Financial
Officer of the Company, received 286,000 shares of Common Stock of the Company.

                                       14

<PAGE>

ITEM 8.  DESCRIPTION OF SECURITIES.

         The Company is authorized to issue 50,000,000 shares of Common
Stock, $.01 par value. At June 30, 1999, there were 7,829,936 shares of
Common Stock issued and outstanding.

         There were 488 stockholders of record of the Common Stock of the
Company as of June 30, 1999.

COMMON STOCK

         Holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors, out of funds legally
available, without any preference. Holders of Common Stock are entitled to
one vote per share. Cumulative voting is not allowed for purposes of the
election of directors. Thus, the holders of more than 50% of the shares
voting for directors can elect all directors. The holders of the Common Stock
of the Company have no preemptive rights to purchase new issues of the
securities of the Company. There are no redemption or conversion features
attached to the Common Stock.

         At the present time, the Company does not intend to pay any
dividends on its Common Stock.

         Upon liquidation or dissolution of the Company, holders of Common
Stock are entitled to receive pro rata, either in cash or in kind, all of the
assets of the Company after payment of debts.

WARRANTS AND OPTIONS

         As of July 31, 1999, there were no outstanding warrants or options
to purchase shares of Common Stock of the Company.

UTAH CORPORATE LAW

         The Company is a Utah corporation, and may become subject to the
anti-takeover provisions of the Utah Revised Business Corporation Act (the
"Utah Law"). In general, Utah Law prevents take-over offers to acquire equity
securities of a Utah corporation if the offeror would become a beneficial
owner of more than 20% of any class of outstanding equity securities, and
other similar provisions, subject to certain exceptions such as the written
approval of the board of directors. The existence of these provisions would
be expected to have an anti-takeover effect, including attempts that might
result in a premium over the market price for the shares of Common Stock held
by stockholders.

TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for the Common Stock of the Company
is Progressive Transfer Company, 1981 East Murray-Holladay Road, Suite 100,
Salt Lake City, Utah 84117-5126; telephone (801) 272-9294.

                                       15

<PAGE>

REPORTS TO STOCKHOLDERS

         The Company will furnish its shareholders with annual reports
containing the consolidated financial statements of the Company examined by
independent certified public accountants. The Company presently intends to
issue unaudited quarterly reports and may distribute other reports to the
stockholders as it deems appropriate.

                                     PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.

GENERAL

         The Common Stock of the Company is traded on the Electronic Bulletin
Board over-the-counter market, and is quoted under the symbol BEEPE.

MARKET PRICE

         When the trading price of the Company's Common Stock is below $5.00
per share, the Common Stock is considered to be "penny stocks" that are
subject to rules promulgated by the Securities and Exchange Commission (Rule
15g-1 through 15g-9) under the Securities Exchange Act of 1934. These rules
impose significant requirements on brokers under these circumstances,
including: (a) delivering to customers the Commission's standardized risk
disclosure document; (b) providing to customers current bid and offers; (c)
disclosing to customers the brokers-dealer and sales representatives
compensation; and (d) providing to customers monthly account statements.

         The following table sets forth the range of high and low closing bid
prices per share of the Common Stock of the Company as reported by National
Quotation Bureau, L.L.C. for the periods indicateded.

<TABLE>
<CAPTION>

Year Ended December 31, 1998                       High Bid(1)             Low Bid(1)
- ----------------------------                       --------                -------
<S>                                                <C>                     <C>
     3rd Quarter..........................        Unpriced                Unpriced

     4th Quarter..........................        $3.0625                 $2.00

Year Ending December 31, 1999
- -----------------------------
     1st Quarter (1)......................        $3.00                   $1.50

     2nd Quarter..........................        $2.75                   $.8125
</TABLE>

- -------------------------------------------
(1)      The Company is unaware of the factors which resulted in the significant
         fluctuations in the prices per share during the periods being
         presented, although it is aware that there is a thin market for the
         Common Stock, that there are frequently few shares being traded and
         that any sales activity significantly impacts the market.

         The closing bid and ask prices of the Common Stock of the Company on
August 11, 1999, were $.562 and $1.125, respectively.

                                       16

<PAGE>

DIVIDENDS

         The Company has not paid any dividends on its Common Stock and does
not expect to do so in the foreseeable future. The Company intends to apply
its earnings, if any, in expanding its operations and related activities.

         The payment of cash dividends in the future will be at the
discretion of the Board of Directors and will depend upon such factors as
earnings levels, capital requirements, the Company's financial condition and
other factors deemed relevant to the Board of Directors. In addition, the
Company's ability to pay dividends may become limited under future loan
agreements of the Company which may restrict or prohibit the payment of
dividends.

ITEM 2.  LEGAL PROCEEDINGS.

         The Company may become subject to legal proceedings and claims which
arise in the ordinary course of business. The Company's management does not
expect that the results in any of these legal proceedings will have a
material adverse effect on the Company's financial condition or results of
operations.

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

         None.

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES.

         1.  On June 15, 1997, the Registrant authorized the issuance of
2,000,000 shares of Common Stock to Ken Kurtz, the President and Secretary of
the Registrant, for services in reliance upon Section 4(2) of the Securities
Act of 1933. These shares were canceled by agreement effective October 26,
1998.

         2.  Effective November 10, 1997, the Registrant issued 500,000
shares of Common Stock to Carrie Kurtz, the Vice President of the Registrant,
and 500,000 shares to Tammy Gehring, the Secretary and Treasurer of the
Registrant, as compensation for services in reliance upon Section 4(2) of the
Securities Act of 1933. These shares were canceled by agreement effective
October 26, 1998.

         3.  In September 1998, the Registrant issued 1,303,500 shares of
Common Stock for $.10 per share in the aggregate amount of $130,350 (including
the forgiveness of contract obligations) to three persons in reliance upon
Rule 504 of Regulation D under the Securities Act of 1933. These three
persons were Type Investment Holdings, Ltd. (435,000 shares), Lexington Sales
Corporation Limited (435,000 shares), and Samuel and Carol Mastrull (433,500
shares).

         4.  In October 1998, in connection with the corporate reorganization
of the Registrant and its acquisition of Communitronics, Inc., the Registrant
issued 5,500,000 shares of Common Stock to six persons associated with
Communitronics, Inc. in reliance upon Section 4(2) of the Securities Act of
1933. These six person were David R. Pressler (4,715,500 shares), Ronald
Scalise (250,800 shares), R. Allen Gallagher (167,200 shares), Samuel and
Carol Mastrull (116,500 shares), Clayton Daigle (125,000 shares), and J. Cody
Pressler (125,000 shares).

         5.  In December 1998, the Company issued 250,000 shares of its Common
Stock to the stockholders of Data Paging, Inc. for all of its issued and
outstanding stock and its assets in reliance upon Section 4(2) of the
Securities Act of 1933.

         6.  In December 1998, the Company issued 150,000 shares of its Common
Stock for $15,000 to one person, Arthur Malone, an offering made in reliance
upon Rule 506 of Regulation D under the Securities Act of 1933.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The provisions of the Utah Revised Business Corporation Act provides
for the indemnification of the directors and officers of the Company. These
provisions generally permit indemnification of directors and officers against
certain costs, liabilities and expenses of any threatened, pending or
completed action, suit or proceeding that any such person may incur by reason
of serving in such positions if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such persona had been
adjudged to be liable to the corporation, unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application

                                       17

<PAGE>

that, despite the adjudication of liability but in view of all the
circumstance of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which a court shall deem proper. Any
determination that indemnification of a director or an officer, unless
ordered by the court, must be made by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less than a
quorum; or by a committee of such directors designated by majority vote of
such directors even though less than a quorum; or if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion; or by the stockholders.


                                       18

<PAGE>

                                    PART III

ITEM 1.  INDEX TO EXHIBITS.

<TABLE>
<CAPTION>

Exhibit
- -------
<S>         <C>                                                 <C>
2           Reorganization Agreement.......................     Reorganization Agreement dated October
                                                                1, 1998, between Oneida General
                                                                Corporation and Communitronics, Inc. is
                                                                hereby incorporated herein by reference to
                                                                Exhibit 2 to the Form 10-SB of the
                                                                Registrant.

3(i)        Articles of Incorporation of the Registrant are
            hereby incorporated herein by reference to
            Exhibit 3(i) to the Form 10-SB Registration
            Statement of the Registrant.

3(ii)       Amendments to Articles of Incorporation are
            hereby incorporated herein by reference to
            Exhibit 3(ii) to the Form 10-SB Registration
            Statement of the Registrant.

3(iii)      By-Laws of the Registrant are hereby incorporated
            herein by reference to Exhibit 3(iii) to the
            Form 10-SB Registration Statement of the Registrant.

10          Material Contracts

            10(a)..........................................     Purchase Agreement dated November 23,
                                                                1998, to acquire Data Paging, Inc. is
                                                                hereby incorporated herein by reference
                                                                to Exhibit 10(a) to the Form 10-SB of
                                                                the Registrant.

11          Statement re: computation of per share earnings.    Reference is made to the Consolidated
                                                                Statements of Operations of the Registrant
                                                                for its fiscal years ended December 31,
                                                                1998, and 1997, which are incorporated
                                                                herein by reference.

21          A description of the subsidiaries of the            The description of the subsidiaries of
            Registrant                                          the Registrant is incorporated herein by
                                                                reference to Exhibit 21 of the Form 10-SB
                                                                Registration Statement of the Registrant.

23          Consent of Accountants

27          Financial Data Schedule
</TABLE>

                                       19
<PAGE>







                          COMMUNITRONICS OF AMERICA, INC.
                       (Formerly Oneida General Corporation)
                                 and Subsidiaries

                         Consolidated Financial Statements
                                for the year ended
                                 December 31, 1998
                                        and
                            for the six months ended
                                  June 30, 1999


<PAGE>

                                     COMMUNITRONICS OF AMERICA, INC.
                                  (Formerly Oneida General Corporation)
                                            and Subsidiaries

                                            Table of Contents
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
Independent Auditors' Report                                                                                    F-2

Consolidated Balance Sheets                                                                                     F-3 - 4

Consolidated Statements of Operations                                                                           F-5

Consolidated Statements of Stockholders' Equity                                                                 F-6

Consolidated Statements of Cash Flows                                                                           F-7

Notes to Consolidated Financial Statements                                                                      F-8 - F-15
</TABLE>




                                        F-1

<PAGE>

                                          [LETTERHEAD]



The Stockholders
Communitronics of America, Inc.
Daphne, Alabama


We have compiled the accompanying balance sheet of Communitronics of America,
Inc. as of June 30, 1999, and the related statements of operations,
stockholders' equity and cash flows for the six months then ended, and the
accompanying supplementary information contained in the schedules, which are
presented only for supplementary analysis purposes, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements and
supplementary schedules information that is the representation of management. We
have not audited or reviewed the accompanying 1999 financial statements and
supplementary schedules and, accordingly, do not express an opinion or any other
form of assurance on them.

The financial statements for the year ended December 31, 1998, were audited by
us, and we expressed an unqualified opinion on them in our report dated February
26, 1999, but we have not performed any auditing procedures since that date.


                         Garner, Prichard & Middleton, P.C.


August 27, 1999


                                       F-2

<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                       (Unaudited)
                                                         June 30      December 31
                                                           1999           1998
                                                       -----------    -----------
<S>                                                    <C>            <C>
                                     Assets
Current assets
   Cash                                                $    13,917    $    31,865
   Accounts receivable - trade, less allowance
     for doubtful accounts of $1,045 (note 2)              103,578        130,778
   Inventory                                               163,129         70,524
   Due from stockholder                                      5,574         45,857
                                                       -----------    -----------
          Total current assets                             286,198        279,024

Property and equipment, at cost, net of
  accumulated depreciation (note 3)                        780,475        661,069

Acquisition earnest deposits                               336,305              -
Deposits                                                     4,054          4,054
                                                       -----------    -----------


                                                       $ 1,407,032    $   944,147
                                                       ===========    ===========

                      Liabilities and Stockholders' Equity

Current liabilities
   Current maturities of long-term debt (note 5)       $    68,707    $    53,942
   Accounts payable - trade                                115,145         42,796
   Payroll and sales taxes payable                           9,595          9,790
   Acquisition purchase price liability                          -         15,000
   Due to officer                                                -          7,500
                                                       -----------    -----------
          Total current liabilities                        193,447        129,028
Long-term debt, less current maturities (note 5)           236,890         37,473
Note payable to stockholder                                247,678              -
                                                       -----------    -----------
          Total liabilities                                678,015        166,501
                                                       -----------    -----------
</TABLE>

Commitments and contingencies (notes 5,6 and 12)

                                                                    (continued)

                                       F-3
<PAGE>

                        COMMUNITRONICS OF AMERICA, INC.
                     (Formerly Oneida General Corporation)
                                and Subsidiaries

                     Consolidated Balance Sheet (continued)

<TABLE>
<CAPTION>
                                                       (Unaudited)
                                                         June 30      December 31
                                                           1999           1998
                                                       -----------    -----------
<S>                                                    <C>            <C>
      Liabilities and Stockholders' Equity (continued)

Stockholders' equity
   Common stock, $.01 par value; 50,000,000 shares
     authorized, 7,705,236 shares issued and outstanding
     at June 30, 1999 and 6,987,936 shares issued and
      outstanding at December 31, 1998                      77,052         69,879
   Common stock subscribed, $.01 par value; 717,300
     shares pending issuance                                     -          7,173
   Additional paid-in capital                              551,592        551,592
   Retained earnings (note 7)                              100,373        149,002
                                                       -----------    -----------
          Total stockholders' equity                       729,017        777,646
                                                       -----------    -----------
                                                       $ 1,407,032    $   944,147
                                                       ===========    ===========
</TABLE>

                  See accompanying notes to consolidated financial
                         statements and accountants' report


                                       F-4
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

                      Consolidated Statement of Operations

<TABLE>
<CAPTION>

                                                   (Unaudited)
                                                   Six Months     Year Ended
                                                  Ended June 30   December 31
                                                      1999            1998
                                                  ------------    -----------
<S>                                               <C>             <C>
Services, rent and maintenance revenues            $   497,801    $   761,980
Product sales                                          136,729        394,751
                                                   -----------    -----------
          Total revenues                               634,530      1,156,731
Less cost of product sales                              88,874        256,790
                                                   -----------    -----------
          Net revenues                                 545,656        899,941
                                                   -----------    -----------

Operating expenses
  Services, rent and maintenance                       149,673        252,642
  General and administrative                           354,569        409,926
  Depreciation                                          43,857         62,019
                                                   -----------    -----------
  Total operating expenses                             548,099        724,587
                                                   -----------    -----------
          Operating income (loss)                       (2,443)       175,354
                                                   -----------    -----------

Other expenses
  Non-recurring charges (note 9)                        42,707        200,354
  Interest expense                                       3,479          4,372
                                                   -----------    -----------
          Total other expenses                          46,186        204,726
                                                   -----------    -----------
          Net loss                                 $   (48,629)   $   (29,372)
                                                   ===========    ===========

Net loss per share (note 10)                       $     (0.01)   $     (0.01)
                                                   ===========    ===========
</TABLE>

                  See accompanying notes to consolidated financial
                         statements and accountants' report


                                       F-5
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

                 Consolidated Statement of Stockholders' Equity
                      For the Year Ended December 31, 1998
                                       and
                   Six Months Ended June 30, 1999 (Unaudited)

<TABLE>
<CAPTION>
                                                         Common     Additional   Retained
                                            Common       Stock        Paid-in    Earnings     Stockholders'
                                             Stock     Subscribed     Capital    (Deficit)       Equity
                                           ---------   ----------   ----------   ----------   -------------
<S>                                        <C>         <C>          <C>          <C>          <C>
Balance, January 1, 1998                   $  31,844    $    --     $ 538,723    $(166,354)    $ 404,213
   Quasi-reorganization (note 7)                  --         --      (344,728)     344,728            --
   Issuance of 1,303,500 shares of
     common stock                             13,035         --       117,315           --       130,350
   Issuance of 5,500,000 shares of
     common stock in connection
     with acquisitions                        55,000         --            --           --        55,000
   Cancellation of 3,000,000 shares
     of common stock                         (30,000)        --            --           --       (30,000)
   Common stock subscribed                        --      7,173       240,282           --       247,455
   Net loss                                       --         --            --      (29,372)      (29,372)
                                           ---------    -------     ---------    ---------     ---------
Balance, December 31, 1998                    69,879      7,173       551,592      149,002       777,646

  Issuance of 717,300 shares of
     common stock                              7,173     (7,173)           --           --            --
    Net loss                                      --         --            --      (48,629)      (48,629)
                                           ---------    -------     ---------    ---------     ---------
Balance, June 30, 1999                     $  77,052    $    --     $ 551,592    $ 100,373     $ 729,017
                                           =========    =======     =========    =========     =========
</TABLE>

                  See accompanying notes to consolidated financial
                         statements and accountants' report


                                       F-6
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

                      Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                               Six Months      Year Ended
                                                              Ended June 30    December 31
                                                                  1999            1998
                                                              -------------    -----------
<S>                                                           <C>              <C>
Operating activities
                                                               -----------     -----------
   Net loss                                                    $   (48,629)    $   (29,372)
                                                               -----------     -----------
   Adjustments to reconcile net loss to net
   cash provided (used) by operating activities
     Depreciation                                                   43,857          62,019
     Extinguishment of debt                                              -         (35,748)
     (Increase) decrease in
       Accounts receivable                                          27,200         (78,050)
       Inventory                                                   (92,605)        (16,577)
     Increase (decrease) in
       Bank overdraft                                                    -         (19,416)
       Accounts payable                                             72,349         (21,099)
       Accrued expenses                                               (195)          6,064
                                                               -----------     -----------
          Total adjustments                                         50,606        (102,807)
                                                               -----------     -----------
          Net cash provided (used) by operating activities           1,977        (132,179)
                                                               -----------     -----------

Investing activities
   Purchase of property and equipment                             (163,263)       (112,935)
   Acquisition liability                                           (15,000)         15,000
   Repayments (loans) of stockholder loans                          40,283         (45,857)
                                                               -----------     -----------
          Net cash used by investing activities                   (137,980)       (143,792)
                                                               -----------     -----------

Financing activities
   Proceeds (repayments) from stockholder loans                    240,178           7,500
   Proceeds from sale of common stock                                    -         244,805
   Acquisition earnest deposits                                   (336,305)              -
   Borrowing of long-term debt                                     233,063          60,598
   Repayments of long-term debt                                    (18,881)        (10,218)
                                                               -----------     -----------
          Net cash provided by financing activities                118,055         302,685
                                                               -----------     -----------
          Increase (decrease) in cash                              (17,948)         26,714

Cash
   Beginning of period                                              31,865           5,151
                                                               -----------     -----------
   End of period                                               $    13,917     $    31,865
                                                               ===========     ===========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                    $     3,479     $     4,372
                                                               ===========     ===========
</TABLE>

                  See accompanying notes to consolidated financial
                         statements and accountants' report


                                       F-7
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)



NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Communitronics of America, Inc. (formerly Oneida General Corporation) (the
Company) is a provider of wireless messaging and information delivery
services. The Company maintains an extensive network of radio towers
positioned to deliver wireless messaging services throughout the coastal
regions of Alabama, Louisiana, Mississippi and the Florida Panhandle. The
consolidated financial statements include the accounts of all the Company's
wholly-owned subsidiaries. All intercompany transactions have been eliminated.

USE OF ESTIMATES

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

STATEMENT OF CASH FLOWS

The Company defines cash and cash equivalents as cash on hand, demand
deposits and short-term (three months or less) highly liquid investments.

 ACCOUNTS RECEIVABLE

An allowance for doubtful accounts is computed based on specific receivables
deemed uncollectible by management of the Company and historical experience.

INVENTORY

Inventory, consisting primarily of certain types and brands pagers held for
resale, is carried at the lower of cost or market.

                                      F-8
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)



NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. When retired or otherwise
disposed of, the related carrying value and accumulated depreciation are
removed from the respective accounts and the net difference, less any amount
realized from the disposition, is recorded as earnings. Maintenance and
repairs are charged to operating expenses. Costs of significant improvements
and renewals are capitalized.

DEPRECIATION

Property and equipment are being depreciated over their estimated useful
lives using straight-line method. The estimated useful lives of significant
assets are as follows: radio towers, 30 years; transmission equipment, 7
years; computer equipment, 5 years; and, furniture and fixtures, 7 years.

REVENUE RECOGNITION

Services, rent and maintenance revenues are recognized in the month the
related services are performed. Product sales are recognized upon delivery of
product to the customer.

INCOME TAXES

In accordance with Statement of Financial Accounting Standards No. 109,
ACCOUNTING FOR INCOME TAXES, income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes
currently due plus deferred taxes resulting primarily from the use of
accelerated depreciation methods for tax purposes.

NOTE 2 - CONCENTRATION OF CREDIT RISK

The Company operates from locations in Daphne and Foley, Alabama, Metaerie
Louisiana and Gulfport and Pascagoula, Mississippi. The Company grants credit
(accounts receivable) to customers, substantially all of whom are
individuals, located in the vicinity of the operating locations. In order to
reduce the credit risk relative to subscriber services, the Company requires
all subscribers to execute a one-year service contract which allows the
Company to charge a $200 fee upon early cancellation of service.

                                       F-9
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)



NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                          (Unaudited)
                                                            June 30           December 31
                                                              1999               1998
                                                          -------------      -------------
<S>                                                       <C>                <C>
     Radio towers                                          $    469,031       $    464,003
     Transmission equipment                                     807,683            643,512
     Computer equipment                                          99,535             99,535
     Vehicles                                                    46,288             45,269
     Furniture and fixtures                                      32,843             39,797
                                                          -------------      -------------
                                                              1,455,380          1,292,116
         Less accumulated depreciation                          674,905            631,047
                                                          -------------      -------------


               Net property and equipment                   $   780,475       $    661,069
                                                          =============      =============
</TABLE>

NOTE 4 - INTANGIBLE ASSETS

The Company owns seven Certificates of Public Convenience and Necessity
issued by the Alabama Public Service Commission and thirty-four frequencies
licensed by the Federal Communications Commission. These certificates and
licenses allow the Company to provide wireless messaging services in certain
cities in Alabama, Florida, Mississippi, Louisiana, Georgia, Tennessee,
Arkansas and Texas.

At December 31, 1998, the original costs of intangible assets were fully
amortized. The information relative to original costs and accumulated
amortization at August 31, 1998 was not available. Based on appraisals, the
approximate fair market value of the certificates and licenses is in excess
of $10,000,000.

                                      F-10
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)



NOTE 5 - LONG-TERM DEBT

The Company's long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                   (Unaudited)
                                                                                     June 30          December 31
                                                                                       1999               1998
                                                                                  -------------       -----------
<S>                                                                               <C>                 <C>
     Union Planters Bank, 10%, due in equal monthly principal and interest
     installments of $270 through May 1999 and a final payment of $17,846 due
     June 1999, secured by real property                                          $      45,787       $    18,280

     Union Planters Bank, 10%, due in equal monthly principal and interest
     installments of $233 through August 2000, unsecured                                  4,265             4,265

     Union Planters Bank, 7%, 180-day note, principal and interest due January
     8, 1999, secured by personal property                                               20,035            20,035

     Union Planters Bank, 7.8%, due in equal monthly principal and interest
     installments of $708 through December 2003, secured by vehicle                      30,035            35,035

     Corporation, 10%, due in annual principal payments equal to 10% of
     outstanding principal balance through June 2019, unsecured                         192,875                 -

     Non-interest bearing note payable to a stockholder of Crescent Radio
     Electronics, Inc. (the predecessor company of Crescent Paging, Inc., a
     wholly-owned subsidiary of the Company), due in equal monthly principal
     installments of $600 through February 2005, unsecured                               12,600            13,800
                                                                                  -------------       -----------
</TABLE>


                                      F-11-
<PAGE>

                        COMMUNITRONICS OF AMERICA, INC.
                     (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                      June 30, 1999 and December 31, 1998
                           (See Accountants' Report)


NOTE 5 - LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
                                                                                    (Unaudited)
                                                                                      June 30         December 31
                                                                                       1999               1998
                                                                                   ------------       -----------
<S>                                                                                <C>                <C>
         Total long-term debt                                                           305,597            91,415
     Less current maturities                                                             68,707            53,942
                                                                                   ------------       -----------

               Long-term debt, less current maturities                             $    236,890       $    37,473
                                                                                   ============       ===========
</TABLE>

Maturities of long-term debt at June 30, 1999, are as follows:

<TABLE>
<S>                                                                                                   <C>
     Year ending June 30,
        2000 (included in current liabilities)                                                         $   100,978
        2001                                                                                                31,257
        2002                                                                                                22,870
        2003                                                                                                21,897
        2004                                                                                                14,704
        Thereafter                                                                                         113,891
                                                                                                       -----------

                                                                                                       $   305,597
                                                                                                       ===========
</TABLE>

NOTE 6 - COMMITMENTS

The Company is committed to several operating leases of radio towers and office
facilities. Approximate future minimum lease payments of all non-cancelable
operating leases for the next five years are as follows:

<TABLE>
<S>                                                                                                   <C>
     For the year ending June 30,
      2000                                                                                             $    62,682
      2001                                                                                                  34,178
      2002                                                                                                  18,242
      2003                                                                                                  12,250
      2004                                                                                                   7,660
      Thereafter                                                                                            13,200
                                                                                                      ------------
                                                                                                      $    148,212
                                                                                                      ============
</TABLE>

                                      F-12

<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)


NOTE 7 - RETAINED EARNINGS

On October 26, 1998, the Company merged with Communitronics, Inc. (as more
fully discussed in note 11 below). As of the date of the merger, the Company
had an accumulated deficit in the amount of $344,728 which resulted from
losses incurred during its years of active operations between 1970 and 1985.
From 1985 to the date of merger, the Company has had no material operations
or assets.

With the majority consent of the shareholders subsequent to the date of
merger, management has elected to eliminate the Company's accumulated deficit
as of January 1, 1998, by reducing additional paid-in capital. Management
believes that the elimination is necessary in order to 1) fairly present the
accumulated results of operations of the active subsidiaries of the Company
and 2) eliminate the accumulated deficit resulting from operations unrelated
to the Company's current operations. The adjustment had no effect on the
results of operations for the year ended December 31, 1998.

NOTE 8 - INCOME TAXES

For the six months ended June 30, 1999 and the year ended December 31, 1998,
the Company had no provision or benefit for income taxes because the deferred
tax liability was offset by an increase (decrease) in the valuation allowance
of ($9,248) and $5,655, respectively.

Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
                                                                                   (Unaudited)
                                                                                     June 30          December 31
                                                                                      1999                1998
                                                                                   -----------        -----------
<S>                                                                                <C>                <C>
     Deferred tax asset
        Net operating loss carryforwards                                            $   61,767         $   46,269
                                                                                   -----------        -----------

     Deferred tax liabilities
        Depreciation                                                                   (83,495)           (77,245)
        Valuation allowance                                                             21,728             30,976
                                                                                   -----------        -----------
         Net deferred tax liabilities                                                  (61,767)           (46,269)
                                                                                   -----------        -----------

                                                                                   $       -          $       -
                                                                                   ===========        ===========
</TABLE>


                                      F-13
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)


NOTE 8 - INCOME TAXES (CONTINUED)

At June 30, 1999 and December 31, 1998, the Company has net operating loss
carryforwards of approximately $30,000 and $77,000 that will expire in 2014
and 2013 respectively.

NOTE 9 - NON-RECURRING CHARGES

During the six months ended June 30, 1999 and the year ended December 31,
1998, Communitronics, Inc., one of the Company's wholly-owned subsidiaries,
incurred significant costs (i.e., professional fees, travel, etc.) in
connection with its "going public" efforts. Such costs, amounting to
approximately $43,000 and $200,000, respectively, have been charged to
operations in the period incurred.

NOTE 10 - NET LOSS PER SHARE

Net loss per share amounts are computed based on the weighted-average number
of common shares outstanding. The number of shares used to compute per share
amounts for the six months ended June 30, 1999 and the year ended December
31, 1998 was 3,493,968 and 3,968,615, respectively.

NOTE 11 - BUSINESS COMBINATIONS

On September 28, 1998, the Company entered into a letter of intent for the
acquisition of 100% of the issued and outstanding shares of Communitronics,
Inc. and its wholly-owned subsidiaries, Crescent Paging, Inc. and Radio
Systems, Inc. (the Acquisition). As part of the transaction, the Company
agreed to issue to the shareholders of the Acquisition 5,500,000 shares of
its restricted common stock. The Acquisition was accounted for under the
requirements of Accounting Principles Board Opinion No. 16, whereby the
Acquisition was treated as a pooling of interest. Accordingly, all assets and
liabilities of the Acquisition were recognized at historical cost and the
historical financial statements of the Acquisition became a component of the
historical financial statements of the Company. The current directors of the
Company agreed to cancel an aggregate 3,000,000 shares of the Company's
restricted common stock owned by them. The acquisition became effective
October 26, 1998. At closing, the current board of directors of the Company,
consisting of Mr. Ken Kurtz, Ms. Carrie Kurtz and Ms. Tammy Gehring, resigned
and were replaced by a board consisting of Mr. David R. Pressler, Mr. Samuel
Mastrull, Mr. James H. Flanagan and Mr. Charles H. Hillman. In addition, Mr.
Kurtz has resigned as President of the Company and has been replaced by Mr.

                                      F-14
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)


NOTE 11 - BUSINESS COMBINATIONS (CONTINUED)

Pressler. Ms. Kurtz has resigned as Vice-president and Ms. Gehring has
resigned as Secretary and Treasurer. Mr. Mastrull has replaced Ms. Gehring as
Secretary. The Vice-president and Treasurer positions remain unfilled.

On December 22, 1998, the Company acquired all of the outstanding common
stock of Data Paging, Inc. in a stock-for-stock, tax free exchange. The
acquisition was accounted for under the requirements of Accounting Principles
Board Opinion No. 16, whereby the acquisition was treated as a pooling of
interest. Accordingly, all assets and liabilities of the acquisition were
recognized at historical cost and the historical financial statements of the
acquisition became a component of the historical financial statements of the
Company.

Details of the results of operations of the previously separate companies for
the year ended December 31, 1998 (period before consummation of combination)
that are included in the current combined net income are as follows:

<TABLE>
<CAPTION>
                                                                 Crescent            Radio                Data
                                     Communitronics,             Paging,           Systems,              Paging,
                                          Inc.                     Inc.              Inc.                  Inc.
                                     ---------------         ---------------   ----------------       ------------
<S>                                  <C>                     <C>               <C>                    <C>
     Revenue                         $       436,516         $       359,775   $         38,514       $    321,926
     Expenses                                362,854                 356,238             21,832            228,579
                                     ---------------         ---------------   ----------------       ------------
        Operating income                      73,662                   3,537             16,682             93,347
     Other expenses                         (204,726)                     -                   -                  -
                                     ---------------         ---------------   ----------------       ------------
        Net income (loss)            $      (131,064)        $         3,537   $         16,682       $     93,347
                                     ---------------         ---------------   ----------------       ------------
                                     ===============         ===============   ================       ============
</TABLE>

NOTE 12 - YEAR 2000 ISSUE

The year 2000 issue is the result of shortcomings in many electronic data
processing systems and other equipment that may adversely affect the
Company's operations beginning January 1, 2000. The Company has conducted an
inventory of computer systems and other equipment necessary to conducting
Company operations. Management has contacted the manufacturers of such
systems and equipment and has received assurances that the Company's systems
and equipment are year 2000 compatible.

                                      F-15
<PAGE>

                         COMMUNITRONICS OF AMERICA, INC.
                      (Formerly Oneida General Corporation)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                       June 30, 1999 and December 31, 1998
                            (See Accountants' Report)



NOTE 12 - YEAR 2000 ISSUE (CONTINUED)

Because of the unprecedented nature of the year 2000 issue, its effects will
not be fully determinable until the year 2000 and thereafter. Management
cannot assure that parties with whom the Company does business will be year
2000 ready.



















                                      F-16

<PAGE>

                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this Amendment No. 1 to the registration statement to be
signed on its behalf by the undersigned, hereunto duly authorized.

                         COMMUNITRONICS OF AMERICA, INC.


Date:  September 9, 1999

By:    S/S David R. Pressler
       -------------------------------------
       David R. Pressler
       Director, President, Chief Executive
       Officer, and Chairman of the Board of
       Directors


       S/S Samuel Mastrull
       -------------------------------------
       Samuel Mastrull
       Director, Secretary and
       principal accounting officer


                                       20

<PAGE>

                                                                    EXHIBIT 23


                        CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the use in Amendment No. 1 to the
Form 10-SB of our report dated February 26, 1999, relating to the
consolidated financial statements of Communitronics of America, Inc.,
which is contained therein.


Mobile, Alabama                              Garner Prichard & Middleton, P.C.
September 9, 1999


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                          13,917
<SECURITIES>                                         0
<RECEIVABLES>                                  104,623
<ALLOWANCES>                                     1,045
<INVENTORY>                                    163,129
<CURRENT-ASSETS>                               286,198
<PP&E>                                       1,455,380
<DEPRECIATION>                                 674,905
<TOTAL-ASSETS>                               1,407,032
<CURRENT-LIABILITIES>                          193,447
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        77,052
<OTHER-SE>                                     551,592
<TOTAL-LIABILITY-AND-EQUITY>                 1,407,032
<SALES>                                        136,729
<TOTAL-REVENUES>                               634,530
<CGS>                                           88,874
<TOTAL-COSTS>                                  594,285
<OTHER-EXPENSES>                                46,186
<LOSS-PROVISION>                               (2,443)
<INTEREST-EXPENSE>                               3,479
<INCOME-PRETAX>                               (48,629)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-BASIC>                                     (0.01)
<EPS-DILUTED>                                   (0.01)


</TABLE>


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