NEXTPATH TECHNOLOGIES INC, S-1, 2000-07-31

NEXTPATH TECHNOLOGIES INC
S-1, 2000-07-31
NON-OPERATING ESTABLISHMENTS

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Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------

NEXTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

NEVADA 8711 84-1402416
-------------- ---------------------------- -------------------
(State of (Primary Standard Industrial (I.R.S. Employer
incorporation) Identification No.)

1615 N. 24th West Avenue
Tulsa, Oklahoma 74127
-------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

ROBERT WOODWARD
1615 N. 24TH WEST AVENUE
TULSA, OKLAHOMA 74127
(918) 295-8289
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of registrant's agent for service)

Copies to:

PHILIP B. SEARS, ESQ.
MCKINNEY & STRINGER, P.C.
101 NORTH ROBINSON, SUITE 1300
OKLAHOMA CITY, OKLAHOMA 73102
(405) 272-1971

Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective

<PAGE>

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. /X/

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

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

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

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Proposed Maximum Aggrregate Amount of Registration
Securities to be Offering Price (1)(2)(3) Fee (1)(2)
Registered
---------------------- --------------------------- ----------------------
Common Stock, par $40,940,000 $10,809
value $.001 per share
----------------------
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(o) under the Securities Act.

(2) Based on the average of the high and low prices ($1.78) for the
registrant's common stock as reported on the OTC Bulletin Board on July
27, 2000 in accordance with Rule 457(c) under the Securities Act.

(3) Includes approximately 21,000,000 shares offered by selling security
holders and 2,000,000 shares offered by the Registrant (i) to be issued,
from time to time, upon the exercise of outstanding options, warrants or
rights, and (ii) to be issued, from time to time, in connection with
business combination transactions (acquisitions).

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

<PAGE>
NEXTPATH TECHNOLOGIES, INC.
CROSS-REFERENCE SHEET

FORM S-1 ITEM NUMBER AND CAPTION LOCATION OF CAPITON IN PROSPECTUS
-------------------------------- ---------------------------------

1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus.........................Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus........................Inside Front and Outside Back
Cover Pages

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges.........Summary; Risk Factors

4. Use of Proceeds............................Use of Proceeds

5. Determination of Offering Price............Outside Front Cover Page

6. Dilution...................................Dilution

7. Selling Security Holders...................Selling Shareholders; Appendix A

8. Plan of Distribution.......................Plan of Distribution

9. Description of Securities to be
Registered...............................Description of Our Capital Stock

10. Interests of Named Experts and Counsel.....Legal Matters; Experts

11. Information with Respect to the Registrant

(a) Description of Business..............Summary; Business

(b) Description of Property..............Business

(d) Market for Common Stock and Related
Stockholder Matters..................Price Range of Our Common Stock;
Description of our Capital Stock

(e) Financial Statements.................Index to Financial Statements

(f) Selected Financial Data..............Selected Pro Forma Consolidated
Financial Data

(g) Supplementary Financial Information..Management's Discussion and
Analysis of Financial Condition
and Results of Operation

(i)
<PAGE>

FORM S-1 ITEM NUMBER AND CAPTION LOCATION OF CAPITON IN PROSPECTUS
-------------------------------- ---------------------------------

(h) Management's Discussion and Analysis
of Financial Condition and
Results of Operation...............Management's Discussion and
Analysis of Financial Condition
and Results of Operation
(i) Disagreements with Accountants.......None

(j) Market Risk..........................Outside Front Cover; Risk Factors
Range of Our Common Stock

(k) Directors and Executive Officers.....Management

(1) Executive Compensation...............Management

(m) Security Ownership of Certain
Beneficial Owners and Management.....Security Ownership of Certain
Beneficial Owners and Management

(n) Certain Relationships and Related
Transactions.........................Management

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................Management

(ii)
<PAGE>

SUBJECT TO COMPLETION, DATED JULY 31, 2000

23,000,000 Shares

NextPath Technologies, Inc.

Common Stock

We prepared this prospectus primarily so that the Selling Shareholders
identified in Appendix A to this prospectus can sell their currently restricted
common stock in NextPath from time to time. We don't know if or when any of the
Selling Shareholders will sell their common stock. We won't receive any portion
of the proceeds from the sale of these shares by the Selling Shareholders. We
also prepared this prospectus in order to register approximately 2,000,000
shares (i) to be issued, from time to time, upon the exercise of outstanding
options, warrants or rights, and (ii) to be issued, from time to time, in
connection with business combination transactions (acquisitions). For additional
information on the methods of sale, you should refer to the section entitled
"Plan of Distribution" on page 65.

Our common stock is quoted on the OTC Bulletin Board ("OTCBB") under the
symbol "NPTK." On July 27, 2000, the last reported sale price of our common
stock was $1.625 per share.

Investing in our common stock involves risks.
You shouldn't purchase the common stock unless you can afford a
complete loss.
See "Risks Factors" beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Underwriting
Price to Public and Commissions
--------------- ---------------

Per Share:..................................... See Text Above See Text Above
Total:.........................................

The information in this prospectus is not complete and may be changed.
These securities may not be sold until the Registration Statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

The date of this prospectus is July 31, 2000.

<PAGE>

TABLE OF CONTENTS

Page
Summary ................................................................... 3
Risk Factors .............................................................. 6
Forward Looking Statements ................................................ 13
Use of Proceeds ........................................................... 13
Price Range of our Common Stock ........................................... 14
Dividend Policy ........................................................... 14
Dilution .................................................................. 15
Selected Pro Forma Consolidated Financial Data ............................ 15
Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................. 15
Business .................................................................. 18
Changes in and Disagreement with Accountants on Accounting and Financial
Disclosure .............................................................. 47
Management ................................................................ 49
Security Ownership of Certain Beneficial Owners and Management ............ 54
Description of Our Capital Stock .......................................... 56
Shares Eligible for Future Sale ........................................... 63
Selling Shareholders ...................................................... 64
Plan of Distribution ...................................................... 64
Federal Income Tax Considerations ......................................... 66
Legal Proceedings ......................................................... 70
Legal Matters ............................................................. 71
Experts ................................................................... 71
Where You Can Find More Information ....................................... 72
Index to Financial Statements ............................................. 73
Appendix A: Selling Security Holders ...................................... 75

ABOUT THIS PROSPECTUS

The terms "NextPath," "we," "our" and "us" refer to NextPath Technologies, Inc.
and its subsidiaries and affiliates unless the context suggests otherwise. The
term "you" refers to a prospective shareholder.

You shouldn't assume that the information in this prospectus or in any
supplement is accurate as of any date other than the date on the front of those
documents. You should rely only on the information contained in this prospectus
or that we have referred to you. We haven't authorized anyone to give you any
other information.

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<PAGE>

SUMMARY

This summary highlights some information from this prospectus. Because
it's just a summary, it doesn't contain all the information that may be
important to you. You should read the entire prospectus before you decide
whether to purchase our common stock.

Our Company

We were organized as Petrogenics, Inc. under the laws of the State of
Colorado on March 23, 1984. On May 12, 1997, we completed a change of domicile
merger with FSC Holdings, Inc., a Nevada corporation, thereby changing our
domicile from Colorado to Nevada and changing our name to FSC Holdings, Inc. On
January 27, 1998, Compact Power International, Inc. merged with and into us.
Pursuant to the Articles of Merger, our name was changed to Hyperion
Technologies, Inc. On July 22, 1999, we changed our name to NextPath
Technologies, Inc. and our OTC Bulletin Board trading symbol from "HYPE" to
"NPTK." On November 11, 1999, we were the surviving corporation in a merger with
Epilogue Corporation and became a reporting company under the Securities
Exchange Act of 1934 as a result of the merger.

We are a development stage holding company that identifies, acquires and
manages what we believe to be state-of-the-art technology companies that
together form a community of shared resources. We are organized into four
operating groups as follows: Precision Technologies Group, Internet and
E-Commerce Group, Environmental Technologies Group and Health Products Group.

Our principal executive offices are located at 1615 N. 24th West Avenue,
Tulsa, Oklahoma 74127. Our telephone number is (918) 295-8289. Our fax number
is (918) 295-2160.

Our Business

We are currently engaged, or intend to be engaged, in the following
businesses:

o We design, develop, manufacture and market positioning devices
known as gimbals.

o We design and market motion control systems.

o We design and market laser communication technology.

o We bottle and market alkaline and electrolyte enhanced premium
water products

o We are involved in the commercialization and marketing of the
certified mail technology using the Internet to send certified
mail within the continental United States, Alaska and Hawaii.

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<PAGE>

o We are engaged in the commercialization and marketing of the
certified mail technology using the Internet to send certified mail
outside the continental United States, Alaska and Hawaii.

o We will develop energy and agro economic systems technology.

o We will design, engineer, fabricate, own, sell, lease and operate
systems which convert waste products to energy

o We will design, engineer, fabricate, own, operate, market and sell
systems which remove waste products from soil and water.

Our Operating Results

We don't have any significant operating history other than that of our
wholly owned subsidiaries. For the first six months of 2000, we incurred a net
loss of $9,174,442. However, due to the sale of certain assets of our
subsidiary, Willow Systems, Inc., to Corning Incorporated on July 21, 2000, we
anticipate incurring a net loss of $1,922,112 for the seven month period ended
July 31, 2000. In 1999, we incurred a net loss of $36,768,153. In 1998, we
incurred a net loss of $528,142. See our Consolidated Financial Statements.

Our Growth Strategy and Plan of Operations

Our goal is to enhance shareholder value by increasing cash flow,
earnings and the value of our common stock. To successfully reach our goal, we
believe we must implement the following growth strategy and plan of operations
for the foreseeable future:

o We must continue to identify, pursue, close and capitalize
acquisitions that provide attractive investment opportunities,
particularly where we can add value through our technical expertise.

o We must effectively integrate our businesses and technologies.

o We must grow our business nationally and internationally by
effectively developing, marketing and expanding our products and
services and our market base.

o We must continue to identify, attract, retain and motivate qualified
personnel.

o We must continue to identify and secure sources of working capital.

In view of our working capital needs, we will need to raise or borrow
additional funds during the foreseeable future to meet the expenditures required
for operating our business. We are actively engaged in negotiations with debt
and equity sources and we will continue to pursue all such options on an
aggressive basis.

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<PAGE>

The Offering

Common Stock to be Offered by Selling
Shareholders..............................Approximately 21,000,000 shares

Common Stock to be Issued by the Company..2,000,000 shares

Common Stock to be Outstanding After
this Offering.............................45,125,775 shares of Common Stock
30,000,000 shares of Class A Common
Stock

Voting Rights.............................Each Share of common Stock is entitled
to one vote. Class A Common Stock has
no voting rights.

Use of Proceeds...........................We will not receive any portion of the
proceeds from the sale of these shares

OTC Bulletin Board symbol.................NPTK

Risk Factors

You should consider carefully the information set forth under the
caption "Risk Factors" beginning on page 6 and all other information set forth
in this prospectus before you decide whether to invest in our common stock.

Summary of Pro Forma Consolidated Financial Data

Prior to our merger with Compact Power International on January 27,
1998, we had no operating history. Since that merger, we have been involved
primarily in activities related to the acquisition of our subsidiaries. Our
subsidiaries also have limited operating histories. Sagebrush Technology, Inc.
(NM) was incorporated on April 1, 1991; Willow Systems Limited (NM) was
incorporated on May 23, 1996; Essentia water, Inc. (WA) was incorporated on June
30, 1998; and Laser Wireless, Inc. was incorporated on March 2, 1998, but was
inactive until May of 1999.

The following sets forth selected consolidated financial data for the
periods indicated. The selected consolidated financial data were derived from,
and should be read in conjunction with, our Consolidated Financial Statements:
<TABLE>
<CAPTION>
INCOME STATEMENT DATA
---------------------

Fiscal Year
-----------------------------------
6 Months Ended
June 30, 2000 1999 1998 1997
-------------- ----------- --------- --------
<S> <C> <C> <C> <C>
Revenue $2,545,493 $ 356,157 $ - $ -
Cost of Goods 1,722,883 235,788 - -
Gross Profit 822,610 120,369 - -
Expenses 9,997,052 33,079,957 528,142
Net Loss from Operations (32,958,588) - -
Net Loss (9,174,442) (36,768,153) (528,142) -
Net loss Per Share (0.13) (2.22) (.069) (.000)

</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Data
-------------------
Fiscal Year
-----------------------------------
6 Months Ended
June 30, 2000 1999 1998 1997
-------------- ----------- --------- --------
<S> <C> <C> <C>
Total Assets: $37,822,044 25,411,450 3,359
Total Liabilities: 9,470,165 4,047,553 (114,951)
Net Worth (Deficit): 28,351,879 21,363,897 (111,592)
</TABLE>

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED
BELOW BEFORE YOU DECIDE TO BUY OUR COMMON STOCK. THESE ARE NOT THE ONLY RISKS
AND UNCERTAINTIES FACING US. THERE MAY BE ADDITIONAL RISKS AND UNCERTAINTIES
THAT WE ARE NOT PRESENTLY AWARE OF OR BELIEVE ARE NOT MATERIAL. THESE RISKS
COULD ADVERSELY AFFECT OUR BUSINESS OPERATIONS. IF ANY OF THESE RISKS ACTUALLY
OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD SUFFER.
AS A RESULT, THE TRADING PRICE OF OUR COMMON STOCK COULD FALL, AND YOU COULD
LOSE ALL OR PART OF YOUR INVESTMENT.

Risks Associated With Our Financial Position

We have a limited operating history.

We don't have any significant operating history other than that of our
wholly owned subsidiaries. We currently derive all of our revenue from the
operations of our wholly owned subsidiaries and from our other investments.
During 1999 and for the first six months of 2000, most of our efforts have been
directed toward identifying potential acquisitions and the negotiation and
closing of acquisition agreements with our subsidiaries. We intend to continue
to identify and pursue acquisitions which provide attractive investment
opportunities, particularly when we can add value through our technical
expertise. Our operating expenses are comprised of our general and
administrative overhead and the expenses of our subsidiaries.

We intend to provide our subsidiaries with sufficient funds so that they
can grow their businesses nationally and internationally by effectively
developing, marketing and expanding their products, services and market base.
However, absent an infusion of equity capital or financing on terms acceptable
to us, we do not believe that we have the liquidity and capital resources
necessary to operate our business and those of our subsidiaries for the
foreseeable future. We are actively engaged in negotiations with debt and equity
sources and we will continue to pursue all such options on an aggressive basis.

Our operations are subject to the risks and competition inherent in the
establishment of a relatively new business enterprise. There can be no assurance
that future operations will be profitable. Revenues and profits, if any, will
depend upon various factors, including market acceptance of our concepts, market
awareness, dependability of our distribution networks, and general economic
conditions. There is no assurance that we will achieve our expansion goals and
the failure to achieve those goals would have an adverse impact on us.

6
<PAGE>

We are currently operating at a loss.

Until our acquisition of Sagebrush (December, 1999), Willow (November,
1999), LaserWireless (October, 1999) and Essentia (January, 2000), we had no
operations or revenues and we borrowed funds or sold our securities to begin our
operations and fund our acquisitions. In 1999, we incurred a net loss of
$36,768,153. In 1998, we incurred a net loss of $528,142. For the first six
months of 2000, we incurred a net loss of $9,174,492. However, due to the sale
of certain assets of our subsidiary, Willow Systems, Inc., to Corning
Incorporated on July 21, 2000, we anticipate incurring a net profit of
$1,922,112 for the seven month period ended July 31, 2000. Our ability to
develop operations is dependent upon our ability to acquire companies for which
we will need to raise capital through the placement of our securities or from
other debt or equity financing. If we are not able to raise such financing or to
obtain alternative sources of funding, management will be required to curtail
operations. There is no assurance that we will be able to continue to operate if
additional sales cannot be generated.

We may need additional liquidity and capital resources.

We believe that our existing working capital, the anticipated revenues
of our subsidiaries, and the anticipated revenues from our other investments
will be sufficient to fund our cash requirements and capital needs for the next
six months. The extent of additional financing needed will depend on the success
of our business and our ability to identify and pursue additional acquisitions
that provide attractive investment opportunities. While to the extent possible
we intend to fund future acquisitions primarily with our common stock, most
acquisitions require that a portion of the consideration be in the form of cash.
If we significantly increase the operations of our subsidiaries or our
acquisitions beyond planned levels or if our revenues are lower than
anticipated, our cash needs will be increased. In addition, our future capital
requirements will depend on a number of other factors, including the level of
our product research and development, the level of market acceptance of our
goods and services, and the feasibility and extent of international expansion.

Business Factors That May Adversely Affect Our Operations

We will be subject to marketing uncertainties.

While we believe that our products will fill a niche in the marketplace,
our management has limited experience in the marketing of our products.
Significant additional expenditures, management resources and time will be
required to develop a sales force. We can't be sure that we'll be successful in
developing a sales force, establishing a market, or penetrating the existing
markets for any products we may develop. If we can't develop marketable products
or if we fail to market our products successfully, our business will be
adversely affected.

Competition from larger and more established companies may hamper marketability.

We and our subsidiaries may face intense competition from similar, more
well-established competitors, including national, regional and local companies

7
<PAGE>

possessing substantially greater financial, marketing, personnel and other
resources and we and our subsidiaries may not be able to market or sell our
products if faced with direct product competition from these larger or more
established companies.

Our patents and trademarks may be essential to our success.

Notwithstanding any potential registration of patents and certain trade
names with the United States Patent and Trademark Office, there is no assurance
that we or our subsidiaries will be able to enforce our patents and trademarks.
There is also no assurance that we will be able to prevent competitors from
using the same or similar products, names, marks, concepts or appearances of our
subsidiaries or that we will have the financial resources necessary to protect
our marks against infringing use.

We may not be able to finance acquisitions.

In transactions in which we agree to acquire a company for cash, we may
have to locate financing from third-party sources such as banks or other lending
sources or we may have to raise cash through the sale of our securities. There
is no assurance that such funding will be available to us when required to close
a transaction or available on terms acceptable to us.

LaserWireless' business involves the use of lasers.

LaserWireless utilizes lasers. Although the lasers are of relatively low
power and are intended to be located in unpopulated areas such as rooftops, and
although the laser devices are marked with "hazard" signs, there can be no
assurance that passersby will not cross the path of a laser, causing damage to
the eyes or causing other health hazards.

There may be unforeseen risks of acquired companies.

Companies that may be acquired by us or with which we enter into
business relationships may face competition from more-established or better
financed companies. In addition, any one or more of these companies may produce
or manufacture equipment, technology or other goods that pose inherent risks in
production or operation. It is impossible to foresee these risks herein, but we
will consider such risks before entering into any business combination.

Our acquisition program may lead to uncertain liabilities.

We are currently engaged in an active acquisition program. Although we
evaluate all potential acquisitions, the acquisition of going concerns could
potentially lead to the acquisition of the target company's liabilities,
including patent and trademark infringement claims, product liability claims,
breach of contract claims, or shareholder derivative claims. There can be no
assurance that any companies that we acquire will be free of potential
liabilities.

We must keep pace with rapid technological changes to remain competitive.

Our markets are relatively new and evolving. We anticipate that, as the
markets mature, they will be subject to technological change, new services and
product enhancements. Accordingly, our success may depend in part upon our
ability to keep pace with continuing changes in technology and consumer
preferences while remaining price competitive. Our failure to develop

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<PAGE>

technological improvements or to adapt our products and services to
technological change on a timely basis could, over time, seriously harm our
business, financial condition and results of operations and our ability to
achieve sufficient cash flow to fund our operations.

We will be subject to governmental regulation.

Businesses, especially those engaged in manufacturing, are subject to
various federal, state and local government regulations which may be changed
from time to time in response to economic or political conditions. Legal
requirements are frequently changed and subject to interpretation. We can't
predict the ultimate cost of compliance with these requirements or their effect
on our operations. We also can't predict whether existing laws or regulations,
as currently interpreted or as reinterpreted in the future, or future laws and
regulations, will materially and adversely affect the results of our operations
and financial condition. A violation of these laws may give rise to significant
liabilities on our part to governmental and third parties and may require us to
incur substantial costs.

There are many risks associated with doing business in international markets.

As of now, we sell our products exclusively within the United States.
However, we believe that a substantial foreign market exists for our products.
We have no experience in operating in international markets. While we anticipate
that our international operations will become increasingly significant to our
business, international transactions pose a number of risks, including:

o failure of customer acceptance

o regulatory delays or disapprovals with respect to our products and
services

o competition from potential and current businesses

o exposure to exchange rate risks

o restrictions on the repatriation of funds

o political instability

o adverse changes in tax, tariff and trade regulations

o difficulties with foreign distributors

o difficulties in staffing and managing an organization spread over
several countries, including language and cultural differences

o weaker legal protection for patent, trademarks and other
intellectual property rights

o problems in collecting accounts receivable

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<PAGE>

These risks could seriously harm our business, financial condition,
results of operations and ability to generate sufficient cash flow for our
operations.

We depend on key personnel who may not continue to work for us.

We are substantially dependent on the continued services of our key
personnel, especially those in charge of each of our subsidiaries. If any of
them were to die, become disabled, or otherwise leave us, we could face
substantial difficulty in hiring a qualified successor. As a result, we could
experience a loss in productivity while his successor obtains the necessary
training and experience. In any event, we expect that we'll need to hire
additional personnel. The competition for qualified personnel in the high tech
area is intense. We may experience difficulties in hiring personnel with the
right training or experience, particularly in technical areas. We don't maintain
key man life insurance for any of our personnel. If we don't attract new
personnel, or retain and motivate existing personnel, our business will be
adversely affected.

We can't ensure Year 2000 Compliance.

We don't expect that the Year 2000 Problem, or the cost of addressing
the Year 2000 Problem, will have a material impact on our business, operations
or financial condition, but we can't ensure Year 2000 compliance. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Effects of Year 2000 on our Computer Programs and Systems."

Inflation and currency exchange rates may affect us.

We don't believe that our operations will be materially affected by
inflation. We currently purchase all materials used in our products in U.S.
dollars. Future export sales, if any, will be in U.S. dollars. In the future, it
is possible that our earnings will be affected by fluctuations in the value of
the U.S. dollar against foreign currencies as a result of the sale of our
products in foreign markets. For example, our exports could be adversely
affected by the strengthening of the U.S. dollar relative to foreign currencies
and conversely aided by a weakening U.S. dollar. To reduce those risks when and
if the time comes, we'll manage and monitor our foreign exchange and interest
rate risk.

Investment Risks

Our stock price has historically been volatile, which may make it more difficult
for you to resell shares when you want at prices you find attractive.

The trading price of our common stock has been, and may continue to be,
subject to wild fluctuations. Since May 26, 1998, the closing sale prices of our
common stock on the OTC Bulletin Board has ranged from $.75 to $25.00. The stock
price may fluctuate in response to a number of events and factors such as:

o quarterly variations in operating results, especially operating
results below market expectations

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<PAGE>

o announcements of technical innovations or new products or services
by us or our competitors

o changes in financial estimates and recommendations by securities
analysts

o the operating and stock price performance of other companies that
investors may deem comparable

o news reports relating to us or trends in our markets

o industry developments

o economic and other external factors

o litigation o sales of common stock by existing holders

o loss of key personnel

o the unauthorized posting and release of erroneous information
concerning us and our subsidiaries in Internet chat rooms and
other Internet sites

In addition, the stock market is subject to other factors outside our
control that can cause extreme price and volume fluctuations. Securities class
action litigation and governmental investigation has often been brought or
instituted against companies that experience volatility in the market price of
their securities. Litigation brought against us could result in substantial
costs and a diversion of management's attention and resources, which could have
a material adverse effect on our business, results of operation and financial
condition.

In addition, the securities markets have experienced significant price
and volume fluctuations that are often unrelated to the operating performance of
particular companies. These market fluctuations may adversely affect the price
of our stock, regardless of our operating performance.

Our directors and executive officers (1.5%) and significant shareholders
(5% or greater) (19.4%) beneficially own 20.9% of our voting common stock; their
interests could conflict with yours; significant sales of stock held by them
could have a negative effect on our stock price.

As a result of their ownership, our officers, directors and significant
shareholders collectively may be able to effectively control all matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change of control of NextPath. In
addition, sales of significant amounts of shares by these shareholders could
adversely affect the market value of our common stock.

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<PAGE>

We don't expect to pay dividends in the foreseeable future.

We haven't declared or paid any dividends on our common stock. We
currently intend to retain any future earnings to fund our growth. Therefore, we
don't expect to pay any dividends in the foreseeable future.

The future sale of shares may hurt our market price.

Upon completion of the offering, we will have outstanding 44,482,775
shares of common stock and 30,000,000 shares of Class A common stock. Other than
the shares of Class A common stock and some currently restricted stock that is
not being registered under this prospectus, all of our common stock will be
freely transferable without restriction under the Securities Act of 1933
immediately upon the effective date of the registration statement of which this
prospectus is a part. If our stockholders sell, or if there is a perception that
they may sell, substantial amounts of our shares of common stock in the public
market following this offering, the market price of our common stock could fall.
These sales or the perception that these sales may occur might also make it more
difficult for us to raise equity capital in the future at times and prices that
we deem appropriate. See "Shares Eligible for Future Sale."

Anti-takeover provisions could adversely affect the price of our common stock.

Certain provisions of our Articles of Incorporation, Bylaws and Nevada
law could make it more difficult for a third party to acquire control of us,
even if a change of control might be beneficial to you. As we have adopted a
shareholder rights plan, its provisions could also make it more difficult for a
third party to acquire us, even if doing so would be beneficial to our
shareholders. These provisions could adversely affect the price of our common
stock.

We may be subject to penny stock regulations.

Our common stock may be deemed a penny stock. Penny stocks generally are
equity securities with a price of less than $5.00 per share other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq Stock Market, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system. Our securities may be subject to "penny stock rules" that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock rules"
require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the SEC relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information on the
limited market in penny stocks. Consequently, the "penny stock rules" may

12
<PAGE>

restrict the ability of broker-dealers to sell our securities. The foregoing
required penny stock restrictions will not apply to our securities if such
securities maintain a market price of $5.00 or greater. We can't assure you that
our common stock will qualify for exemption from these restrictions. If our
common stock is subject to the penny stock rules, its market liquidity could be
adversely affected.

Issuance of future shares may dilute investors' share value.

The Articles of Incorporation as amended of NextPath authorizes the
issuance of 100,000,000 shares of common stock. The future issuance of all or
part of the remaining authorized common stock may result in substantial dilution
in the percentage of our common stock held by our then existing shareholders.
Moreover, any common stock issued in the future may be valued on an arbitrary
basis by us. The issuance of our shares for future services or acquisitions or
other corporate actions may have the effect of diluting the value of the shares
held by investors, and might have an adverse effect on any trading market. See
"Dilution."

FORWARD LOOKING STATEMENTS

There are risks that may make it difficult for us to achieve the outcomes
predicted in our forward-looking statements.

This prospectus contains statements that plan for or anticipate the
future and are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include
statements about future business plans and strategies and most other statements
that are not historical in nature. In this prospectus, forward-looking
statements are generally identified by the words "anticipate," "plan,"
"believe," "estimate," and the like. Because forward-looking statements involve
future risks and uncertainties, there are factors that could cause actual
results to differ materially from those expressed or implied, including, but not
limited to, our ability to obtain infusion of equity capital or financing on
terms reasonably satisfactory to us, competition, changes in consumer trends,
and competitors' marketing strategies. These forward-looking statements are
based on our current expectations or those of the preparer of the statement.
Please do not place undue reliance on the forward-looking statements. All
written and oral forward-looking statements attributable to us or persons acting
on our behalf are qualified in their entirety by those cautionary statements.

USE OF PROCEEDS

The proceeds from the sale of the common stock offered under this
prospectus are primarily for the account of the Selling Shareholders and we will
not receive any proceeds from the sale of the common stock by the Selling
Shareholders. The proceeds from any issuance of our stock upon the exercise of
outstanding options, warrants or rights is not expected to be material. Any
shares which we issue in connection with business combination transactions
(acquisitions) are not expected to result in the receipt of any material cash
proceeds.

13
<PAGE>

PRICE RANGE OF OUR COMMON STOCK

Market Information

The following table sets forth the high and low closing bid prices per
share of our common stock for each full quarterly period during the two most
recent fiscal years as reported by the OTC Bulletin Board:
<TABLE>
<CAPTION>
High Low
---- ---
Year Ended December 31, 1998
<S> <C> <C>
First Quarter ................................ $ N/A $ N/A
Second Quarter ............................... .50 .38
Third Quarter ................................ .44 .38
Fourth Quarter ............................... .63 .38
Year Ended December 31, 1999
First Quarter ................................ $1.00 $ .44
Second Quarter ............................... 2.38 .88
Third Quarter ................................ 7.00 1.93
Fourth Quarter................................ 25.00 7.00
Year Ended December 31, 2000
First Quarter ................................ $25.06 $12.50
Second Quarter ............................... 16.63 2.00
</TABLE>

Bid prices for the OTC Bulletin Board reflect inter-dealer prices, do
not include retail mark-ups, mark-downs and commissions, and do not necessarily
reflect actual transactions.

Holders

As of July 27, 2000, there were approximately 1,240 shareholders of
record of our common stock and one holder of our Class A common stock. On July
27, 2000, the last reported sale price of our common stock on the OTC Bulletin
Board was $1.625 per share. Our Class A common stock is restricted as to
transferability and is not traded.

DIVIDEND POLICY

We haven't declared or paid any dividends on our common stock and we
don't anticipate declaring or paying any dividends in the foreseeable future. We
currently intend to retain future earnings, if any, to reinvest in our business.
Any future determination as to the declaration and payment of dividends will be
at the discretion of our board of directors and will depend on then existing
conditions, including our financial condition, results of operations, capital
requirements, business prospects, and such other factors as the board deems
relevant.

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<PAGE>
DILUTION

Holders of our common stock will not have the value of their shares
diluted as a result of the sale of shares by the Selling Shareholders. We do not
believe that holders of our common stock will have the value of their shares
materially diluted as a result of (i) any shares we issue, from time to time,
upon the exercise of outstanding options, warrants or rights, or (ii) any shares
we issue from time to time, in connection with business combination transactions
(acquisitions).

SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
Fiscal Year
-----------------------------------
6 Months Ended
June 30, 2000 1999 1998 1997
-------------- ----------- --------- --------
<S> <C> <C> <C> <C>
Revenue $2,545,493 $ 356,157 $ - $ -
Cost of Goods 1,722,883 235,788 - -
Gross Profit 822,610 120,369 - -
Expenses 9,997,052 33,079,957 528,142
Net Loss from Operations (32,958,588) - -
Net Loss (9,174,442) (36,768,153) (528,142) -
Net loss Per Share (0.13) (2.22) (.069) (.000)
</TABLE>

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

Overview

We don't have any significant operating history other than that of our
wholly owned subsidiaries. We currently derive all of our revenue from the
operations of our wholly owned subsidiaries and from our other investments.
During 1999 and 2000, most of our efforts have been directed toward identifying
potential acquisitions and the raising of sufficient capital to finance our
operations and costs associated with the negotiation and closing of acquisition
agreements with our subsidiaries. We intend to continue to identify and pursue
acquisitions which provide attractive investment opportunities, particularly

15
<PAGE>

when we can add value through our technical expertise. Our operating expenses
are comprised of our general and administrative overhead and the expenses of our
subsidiaries.

Results of Operations

For the first six months of 2000, we incurred a net loss of $9,174,442.
However, due to the sale of certain assets of our subsidiary, Willow Systems,
Inc., to Corning Incorporated, on July 21, 2000, we anticipate incurring a net
profit of $1,922,112 for the seven month period ended July 31, 2000. In 1999, we
incurred a net loss of $36,768,153. In 1998, we incurred a net loss of $528,142.
See our Consolidated Financial Statements.

We are currently operating at a loss. Until the recent acquisition of
Sagebrush, Willow, LaserWireless and Essentia, we had no operations or revenues
and we borrowed funds or sold our securities to begin our operations and fund
our acquisitions. Our ability to develop operations is dependent upon our
ability to acquire companies for which we will need to raise capital through the
placement of our securities or from other debt or equity financing. If we are
not able to raise such financing or to obtain alternative sources of funding,
management will be required to curtail operations. There is no assurance that we
will be able to continue to operate if additional sales cannot be generated.

Liquidity and Capital Resources

Competition from larger and more established companies may hamper marketability.

We and our subsidiaries may face intense competition from similar, more
well-established competitors, including national, regional and local companies
possessing substantially greater financial, marketing, personnel and other
resources. We may not be able to market or sell our products if faced with

16
<PAGE>

direct product competition from these larger or more established companies.

Patents, trademark protection and proprietary marks.

Notwithstanding any potential registration of patents and certain trade
names with the United States Patent and Trademark Office, there is no assurance
that NextPath or its subsidiaries would be able to enforce against use of any of
the proprietary products or marks of its subsidiaries. There is also no
assurance that NextPath will be able to prevent competitors from using the same
or similar products, names, marks, concepts or appearances of it or its
subsidiaries or that it will have the financial resources necessary to protect
its marks against infringing use.

Issuance of future shares may dilute investors' share value.

Our Articles of Incorporation authorizes the issuance of 100,000,000
shares of common stock. The future issuance of all or part of our remaining
authorized common stock may result in substantial dilution in the percentage of
our common stock held by our then existing shareholders. Moreover, any common
stock issued in the future may be valued on an arbitrary basis by us. The
issuance of our shares for future services or acquisitions or other corporate
actions may have the effect of diluting the value of the shares held by
investors, and might have an adverse effect on any trading market.

Current trading market for the Company's securities.

Our common stock is traded on the OTC Bulletin Board operated by Nasdaq
under the symbol NPTK. The NASD has implemented a change in its rules requiring
all companies trading securities on the OTC Bulletin Board to be registered as a
reporting company. We were required to become a reporting company by the close
of business on December 15, 1999. We effected the merger with Epilogue on
November 11, 1999 and became a successor issuer thereto in order to comply with
the reporting company requirements implemented by the NASD.

Possible inability to finance acquisitions.

Effects of Year 2000 on our Computer Programs and Systems

Many existing computer programs use only two digits to identify a year
in the date field (for example, 12/31/99). These programs were designed and
developed without considering the impact of the upcoming change in the century.
The "Year 2000 Problem" includes erroneous result caused by computer software
(i) incorrectly reading the date "01/01/00" or any year after January 1, 2000;
(ii) incorrectly identifying a date in the year 1999 or any year after 1999;
(iii) failing to detect that the Year 2000 is a leap year; and (iv) any other
computer error that is directly or indirectly related to those possible

17
<PAGE>

problems. We've addressed the Year 2000 Problem relating to our business, our
operations (including our operating systems) and our relationships with our
customers and suppliers. Our review of our computer software applications didn't
disclose any material Year 2000 Problem. We don't expect that the Year 2000
Problem, or the cost of addressing the Year 2000 Problem, will have a material
impact on our business, operations or financial condition, but we can't ensure
Year 2000 compliance.

BUSINESS

Our Organizational History

Our Acquisitions

During most of 1999 and 2000, we sought, negotiated and closed
acquisition agreements with several target companies. The following is a summary
of our acquisitions:

o On June 12, 1999, we signed an Option Agreement with PriMedium,
LLC. (the "PriMedium Transaction"). We are evaluating whether or
not to enter into a definitive agreement and there can be no
assurances that one will ultimately be consummated. See "Internet
and E-Commerce Group-PriMedium, LLC."

o On August 30, 1999, we purchased 666,666 Units in the capital of
LATelco International, Inc. See "Investments."

o On October 21, 1999, we acquired 1,000 shares of non-voting
Series A Preferred Stock of United Paper, Inc., a Dallas, Texas
based primary independent paper distributer. See "Investments."

o On October 18, 1999, we acquired LaserWireless, Inc.

18
<PAGE>

o On November 2, 1999, we acquired Willow Systems Limited and its
subsidiaries, NextWave Photonics, LLC and Reflex LLC.

o On November 11, 1999, we acquired the Epilogue Corporation.

o On December 14, 1999, we acquired Sagebrush Technology, Inc.

o On January 21, 2000, we acquired Essentia Water, Inc.

o On July 27, 2000, we acquired 20% of US Certified Letters, LLC
("USCL"), which has licensed, on an exclusive basis, the right to
proprietary technology for transmitting any instruments by
certified mail via the Internet or other medium (the "C-mail
Technology") within the continential United States, Alaska and
Hawaii (the "USCL Transaction").

o On July 27, 2000, our wholly owned subsidiary, Global Certified
Mail, Inc. ("GCM"), signed a License Agreement by which it
licensed, on an exclusive basis, the C-mail Technology for use
outside of the continential United States, Alaska and Hawaii in
exchange for which GCM transferred 20% of its stock to the
Licensor (the "GCM Transaction").

Other Transactions

In addition to the acquisitions set forth in "Our Acquisitions," we
entered into the following transactions:

o On January 24, 2000, NES formed a limited liability company with
Tetra Separation Systems, LLC named NextPath Separation Solutions,
LLC.

o Our wholly owned subsidiary, NextPath AES, Inc. ("NAES") has
negotiated an Asset Purchase Agreement to acquire all of the
assets of Agri-Covers, Inc., but a definitive agreement has not
been signed pending funding by NAES.

o On July 5, 2000, we signed a Letter of Intent to acquire certain
assets of the Lewis Corporation.

o On July 21, 2000, we sold the assets related to the servo controls
and opto-electronic operations of Willow to Corning Incorporated
for $15,000,000.

Our Business

We are currently engaged, or intend to be engaged, in the following
businesses:

o We design, develop, manufacture and market positioning devices
known as gimbals.

o We design and market motion control systems.

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<PAGE>

o We design and market laser communication technology.

o We bottle and market alkaline and electrolyte enhanced premium
water products.

o We are involved in the commercialization and marketing of the
certified mail technology using the Internet to send certified
mail within the continental United States, Alaska and Hawaii.

o We are engaged in the commercialization and marketing of the
certified mail technology using the Internet to send certified
mail outside the continental United States, Alaska and Hawaii.

o We will develop energy and agro economic systems technology.

o We will design, engineer, fabricate, own, sell, lease and operate
systems which convert waste products to energy.

o We will design, engineer, fabricate, own, operate, market and
sell systems which remove waste products from soil and water.

Our Growth Strategy and Plan of Operation

o We must continue to identify, pursue, close and capitalize
acquisitions that provide attractive investment opportunities,
particularly where we can add value through our technical
expertise.

o We must effectively integrate our businesses and technologies.

o We must grow our business nationally and internationally by
effectively developing, marketing and expanding our products and
services and our market base.

o We must continue to identify, attract, retain and motivate
qualified personnel.

o We must continue to identify and secure sources of working capital

20
<PAGE>

Our Proprietary Rights

We regard the protection of our patents, trademarks, trade secrets,
websites, and other proprietary rights as important to our success. We rely on a
combination of patent, trademark, service mark and trade secret laws and
contractual restrictions to protect our proprietary rights in technology,
products and services. We have entered, and will continue to enter, into
confidentiality and invention assignment agreements with our employees,
consultants and contractors.

THE PRECISION TECHNOLOGY GROUP

In General

The Precision Technologies Group (the "PTG") consists of three wholly
owned subsidiaries: LaserWireless, Inc. ("LaserWireless"), located in Lancaster,
Pennsylvania; Willow Systems, Inc. ("Willow"), located in Albuquerque, New
Mexico; and Sagebrush Technology, Inc. ("Sagebrush"), located in Albuquerque,
New Mexico. In turn, Willow owns NextWave Photonics, LLC and Reflex LLC and
holds a stock position in Skycam Systems, Inc. Together, these entities design,
engineer, manufacture, and market precision motion control systems, laser
communications systems, and purpose-designed, precision-controlled imaging
systems.

Sagebrush Technologies, Inc.

Overview

Sagebrush is an engineering and manufacturing company specializing in
providing innovative solutions based primarily on its patented Roto-Lok(R)
rotary drive technology. Its principal executive offices are located at 10300-A
Constitution, NE, Albuquerque, New Mexico 87112. Its telephone number is (505)
299-6623. Its website is www.sagebrushtech.com.

Growth Strategy and Plan of Operations

Sagebrush designs, develops, manufactures and markets positioning
devices. Its objective is to bring the latest technologies and best engineering
talents together to address its clients' needs. Its business philosophy is to
provide products that meet specifications, are safe to use, are kind to the
environment, are fairly priced, and are delivered on time. Sagebrush's growth
strategy will be to increase its production of positioning devices and other
quality products and to expand its customer base through an aggressive
advertising and marketing campaign to publicize its products. Key elements of
its growth strategy include:

Products. Sagebrush provides products, systems and Original Equipment
Manufacture (OEM) activators for applications that require state of the art
precision, smoothness, reliability and cost effective performance in all types
of environments. Its specialties include:

o laser communications gimbal systems

o low earth orbit satellite tracking systems

o stabilized platforms and gimbals

21
<PAGE>

o medical and industrial activators and turntables

Gimbals are positioning devices. The mechanism that supports a telescope
so it can look at all different parts of the sky is a typical gimbal. It is most
often called a telescope mount but it can gimbal or swing in two axes, up and
down and side to side. Most people have seen gyroscopes that are mounted in a
gimbal arrangement so the gyroscope wheel stays oriented in the same direction
even when the base of the gimbal is rotated. Gyroscopic gimbal systems are used
in ships, airplanes, missiles and many other applications to indicate a stable
reference plane, even when the vehicle is pitching, rolling or changing
direction.

Antenna positioners are the devices that point antennas at a target.
Satellite antennas that are portable such as those used by the military, by the
networks or by local television stations require positioners that can lay the
antenna down flat during transit, then quickly raise it up and point it
accurately at a satellite. The large surface area of an antenna acts as a sail
in high winds. To keep the antenna pointed at the satellite, the antenna
positioner must be extremely stiff. The Sagebrush Roto-Lok(R) rotary drive
provides the stiffest drive currently available.

Sagebrush manufactures and sells several innovative products including a
20 lb. capacity Model-20 Pan & Tilt Gimbal.

Product Research and Development. Sagebrush believes that strong product
research and development capabilities are essential to maintain a competitive
edge with its products. Since inception, it has focused its research and
development efforts on developing the finest gimbals and other positioning
devices available. Its research and development efforts will continue.

Target Market. A major part of Sagebrush's business is supplying rotary
drive systems on an OEM basis for military, industrial, space, commercial,
aerospace, medical and research applications. Its products can be provided to
fit a customer's particular application.

The basic idea of the Roto-Lok(R) drive is the essence of simplicity.
But what this simplicity delivers to Sagebrush's customers is unparalleled
performance and cost benefits that go right to their bottom line. For some
customers the Roto-Lok(R) drive solution allows them to proceed with a project
that otherwise might not be possible to complete - at any cost. For other
customers, Roto-Lok(R) drive technology is providing a major advantage in their
quest for superior quality and cost effectiveness.

Sagebrush Technology. Sagebrush owns all rights to United States Patent
No. 5,105,672 issued on April 21, 1992 and entitled "Rotary Drive Apparatus
Having One Member with Smooth Outer Peripheral Surface." It also owns all title
to the registered trademark "Roto-Lok," Serial No. 73-451065 (Registration No.
1347219) dated July 9, 1985.

The Roto-Lok(R) rotary drive is an elegantly simple, yet powerful,
technology that utilizes the averaging effect of many cables - each sharing the
load - wrapped around a drive capstan and a driven drum. It was originally
invented as an inexpensive way to rotate large observatory telescopes accurately
and smoothly. Traditionally, precision gears have been used to position those
loads. However, even the best gears suffer from high friction, drive
irregularities and backlash, and they are expensive. They also require costly

22
<PAGE>

precision sealed housings to support the gears and their lubricants and to keep
them clean. All Roto-Lok(R) rotary drive machined components are smooth and
round, making the parts easy to produce. The many cables serve to average the
rotation rate so that imperfections, dirt or other slight irregularities on a
single cable or drum do not have a significant effect. This results in superb
drive smoothness with no cogging or drive rate irregularity.

The following are some of the many advantages and benefits of the
Roto-Lok(R) rotary drive:

o The load bearing elements (cables) are statically tensioned to
increase the no-load stiffness of the drive. In a gear drive, that
tensioning will create friction and shorten the useful zero-
backlash life of the gears.

o Many load bearing elements can be paralleled to meet the peak
load requirements without significantly impacting the cost while
simultaneously improving the precision of the drive.

o The use of multiple cables virtually eliminates "cogging" found
in traditional gear drives. Near-perfect smoothness can be
attained with a properly designed drive because of the averaging
effect of the many cables.

o Where weight and power are at a premium, the Roto-Lok(R) drives
excel because they produce superior performance along with a 60%
to 70% savings in both weight and power. Because the drive is
stiff and efficient, smaller motors, wiring and power supplies
can be used.

The three primary performance attributes of the Roto-Lok(R) rotary drive
are its extremely high torsional stiffness, its high torque capacity, and its
total freedom from backlash.

Manufacturing Strategy. Sagebrush's ongoing manufacturing strategy will
be designed to increase capacity, improve quality, and reduce costs. It plans to
gradually increase its production in order to sustain its projected growth. In
any given year, its ability to reach its targeted production level will depend
upon, among other factors, its ability to (i) continue to realize production
efficiencies at its existing production facilities through implementation of
innovative manufacturing techniques and other means, (ii) successfully implement
production capacity increases in its facility, and (iii) sell all of the
products it can produce.

Sagebrush will not manufacture any of the parts it needs to produce its
products and it will have to rely on outside suppliers to provide them.

23
<PAGE>

Sagebrush's income projections are as follows:
<TABLE>
<CAPTION>
Sagebrush Income Projections
----------------------------
2000 2001 2002 2003
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $4,739,450 $5,269,750 $8,049,750 $8,199,750
Operating Costs and Expenses 5,894,168 4,681,178 7,043,531 7,051,785
--------- --------- --------- ---------
Income (Loss) From Operations (1,154,718) 578,573 1,006,219 1,147,965
Other income (Expenses) -- -- -- --
Net Income (Loss) (1,154,718) 578,573 1,006,219 1,147,965
</TABLE>

Marketing Strategy. Sagebrush will conduct an aggressive advertising and
marketing campaign to publicize its products. Sagebrush believes that its
potential customers can best be reached through advertising in trade shows,
technical publications, direct marketing and on the Internet.

Sagebrush Facility

Sagebrush's executive offices and manufacturing facility are located in
a light industrial area in Albuquerque. They consist of approximately 5,960
square feet of leased space under a lease which expires in October 2001.

Competition

Sagebrush believes that it is at the forefront in the design,
development and manufacturing of positioning devices and related products. It
emphasizes quality, reliability, cost-effectiveness and timely delivery.
Nonetheless, other companies are engaged in the design, development and
manufacturing of positioning devices and related products which may be
competitive with Sagebrush's products. Many of those entities have substantially
greater financial, technical, manufacturing, marketing, distribution or other
resources than Sagebrush. Sagebrush's profitability will depend upon its ability
to compete in its market area.

Product Liability

The sale of its products may expose Sagebrush to product liability
claims. It believes that its products are, and will be, safe and that it will be
able to obtain product liability insurance at a reasonable cost. However, in the
event of an uninsured or inadequately insured product liability claim, or in the
event of an indemnification claim by a third party, Sagebrush's business and
financial condition could be materially adversely affected.

Regulation

Sagebrush's products and business may be subject to federal, state and
local regulations, including environmental regulations. Sagebrush can't
calculate exactly how much it will cost to comply with government regulation,
but it will try to ensure that its facilities and products comply with all
applicable regulations and standards. In any event, it doesn't think that the
cost of compliance will materially affect its financial condition.

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<PAGE>

Management

Sagebrush is currently managed by August Sanchez, its Vice President.
Don Carson, the founder of Sagebrush and the inventor of the Roto-Lok(R) drive
system with nearly 40 years experience developing precision mechanical and
opto-mechanical systems for worldwide research, industrial, military, aerospace,
medical and commercial customers, serves as a consultant to Sagebrush under a
Consulting Agreement which expires in December, 2003.

Employees

As of July 27, 2000, Sagebrush employed twenty-seven full-time employees
and two part-time employees. None of Sagebrush's employees is represented by a
union and management believes its employee relations are good.

Operating Results

The following financial information summarizes the more complete
historical financial information of Sagebrush contained elsewhere in this
prospectus. The results in the following table do not necessarily indicate
results Sagebrush will achieve in the future.
<TABLE>
<CAPTION>
Sagebrush Operating Results
----------------------------
Year Ended December 31,
1999 1998 1997 1996
------ ------ ------ -----
Income Statement Data:
<S> <C> <C> <C> <C>
Revenues $1,759,350 $1,758,747 $ 658,191 $1,039,318
Cost of Goods Sold 1,099,071 906,665 417,071 781,760
Selling, General and
Administrative 1,277,323 743,845 362,010 300,267
Depreciation 21,840 10,340 2,258 6,342
--------- ---------- --------- ---------
Income (Loss) from Operations (638,884) 97,907 (123,148) (49,051)
Other Income (Loss) 50,494 130,900 92,294 (11,642)
---------
Income (Loss) before Taxes (588,390) 228,807 (30,854) (60,693)
Deferred Tax Expense 14,882
Net Income (Loss) (603,272) 228,807 (30,854) (60,693)
Accumulated Deficit, Beginning
of Year (35,597) (264,404) (233,550) (172,857)
Accumulated Deficit,
End of Year $ (638,869) $ (35,597) $(264,404) $(233,550)
========== ========== ========= =========
Balance Sheet Data
Total Assets (1) $ 735,281 $ 282,734 $ 62,106 (2)
Total Liabilities 1,248,438 318,191 326,370 (2)
Deferred Income Tax 14,882 - -
Common Stock 140 140 140 (2)
Additional Paid-In Capital 110,690 - -
Accumulated Deficit (638,869) (35,597) (264,404) (2)
</TABLE>

--------------------------------
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<PAGE>

(1) Net of accumulated depreciation and amortization.
(2) Not available.

Willow Systems, Inc.

Overview

Willow is an engineering and manufacturing company specializing in
providing custom real-time motion control and electronics solutions. Its
principal executive offices are located at 15100 Central Avenue SE, Albuquerque,
New Mexico 87193. Its telephone number is (505) 299-2486. Its website is
www.willowsystems.com.

On July 21, 2000, we sold the assets of Willow related to its servo
controls and opto-electronic operations to Corning Incorporated for $15,000,000.
As only one full-time and one part-time employee of Willow remains, it is
anticipated either additional employees will be hired or that the operations of
Willow will merge with those of Sagebrush.

Growth Strategy and Plan of Operations

Willow specializes in translating its customers' motion control
requirements into reliable, custom hardware solutions. Its objective is to bring
the latest technologies and best engineering talents together to address its
clients' needs. Its business philosophy is to provide products that meet
specifications, are safe to use, are kind to the environment, are fairly priced,
and are delivered on time. Willow's growth strategy will be to increase its
production of motion control devices and other quality products and to expand
its customer base through an aggressive advertising and marketing campaign to
publicize its products.
Key elements of its growth strategy include:

Willow designs and markets custom motion control, robotics and
electronics solutions with leading edge technologies in the areas of gimbals.
Willow has the capability to translate real-time motion control requirements
into reliable, hardware solutions, and its technologies have potential
application in a wide range of businesses.

Products. Willow provides gimbals, camera and electro-optical systems.
Its specialties include:
o Gimbals and pedestals

o real-time control systems

o specialized board designs

o analog designs

o camera systems

o real-time micro controller, DSP, and state machine designs

26
<PAGE>

Product Research and Development. Willow believes that strong product
research and development capabilities are essential to maintain a competitive
edge with its products. Since inception, it has focused its research and
development efforts on developing the finest motion control systems available.
Its research and development efforts will continue.

Target Market. A major part of Willow's business is supplying motion
control systems on an OEM basis for military, industrial, space, commercial,
aerospace, and motion picture applications. Its products can be provided to fit
a customer's particular application.

Willow uses focused system engineering approach to all of its projects.
It is able to do this because it possesses a very broad range of expertise in
all aspects of precision motion control and electro-optical systems, and in
supporting engineering disciplines. Willow specializes in precision-engineered
solutions - cutting-edge design, engineering, manufacturing, testing, and
customer support - to provide maximum value for its customer's program dollar.

Willow applies this systems approach using integrated product
development teams. Each development team typically includes not only the
internal engineering and management capabilities required for a project, but its
customers and key suppliers as well. Regular technical interchange ensures that
Willow remains focused on its customers' needs and provides timely visibility
throughout the design process. Involvement of essential suppliers helps ensure
that components and subsystems meet design parameters. This integrated product
development approach helps to provide its customers with a product that is
reliable, manufacturable, high-quality and that will test to the customer's
specifications.

Manufacturing Strategy. Willow's ongoing manufacturing strategy will be
designed to increase capacity, improve quality, and reduce costs. It plans to
gradually increase its production in order to sustain its projected growth. In
any given year, its ability to reach its targeted production level will depend
upon, among other factors, its ability to (i) continue to realize production
efficiencies at its existing production facilities through implementation of
innovative manufacturing techniques and other means, (ii) successfully implement
production capacity increases in its facility, and (iii) sell all of the
products it can produce.

Willow will assemble its products; however Willow will not manufacture
all of the parts it needs to produce its products and it will have to rely on
outside suppliers to provide most of them.

Willow's income projections are as follows:
<TABLE>
<CAPTION>
Willow Income Projections
-------------------------
2000(1) 2001 2002 2003
------- ---- ---- ----
<S> <C> <C> <C>
Net Sales $20,164,000 $45,823,250 $91,726,000
Operating Costs and Expenses 18,066,944 40,920,162 61,636,140
---------- ---------- ----------
Income (Loss) From Operations 2,097,056 4,903,088 10,089,860
Other income (Expenses) -- -- --
Net Income (Loss) 2,097,056 4,903,088 10,089,860
</TABLE>
----------------------------
27
<PAGE>

(1) Excluding proceeds from the sale of its assets and personnel related to
its servo control and opto-electronic design operation to Corning
Incorporated for $15,000,000 on July 21, 2000.

Marketing Strategy. Willow will conduct an aggressive advertising and
marketing campaign to publicize its products. Willow believes that its potential
customers can best be reached through advertising in technical publications,
trade shows and direct marketing and on the Internet.

Willow Facility

Willow's executive offices and manufacturing facility are located in a
light industrial area in Albuquerque. They consist of approximately 5,960 square
feet of leased space under a lease which expires in October 2001.

Competition

Willow believes that it is at the forefront in the design, development
and manufacturing of motion control devices and related products. It emphasizes
quality, reliability, cost-effectiveness and timely delivery. Nonetheless, other
companies are engaged in the design, development and manufacturing of motion
control devices and related products which may be competitive with Willow's
products. Many of those entities have substantially greater financial,
technical, manufacturing, marketing, distribution or other resources than
Willow. Willow's profitability will depend upon its ability to compete in its
market area.

Product Liability

The sale of its products may expose Willow to product liability claims.
It believes that its products are, and will be, safe and that it will be able to
obtain product liability insurance at a reasonable cost. However, in the event
of an uninsured or inadequately insured product liability claim, or in the event
of an indemnification claim by a third party, Willow's business and financial
condition could be materially adversely affected.

Regulation

Willow's products and business may be subject to federal, state and
local regulations, including environmental regulations. Willow can't calculate
exactly how much it will cost to comply with government regulation, but it will
try to ensure that its facilities and products comply with all applicable
regulations and standards. In any event, it doesn't think that the cost of
compliance will materially affect its financial condition.

Management

Willow is currently managed by Herman Landau, President of the Precision
Technologies Group.

28
<PAGE>

Employees

As of July 27, 2000, Willow employed one full-time employee and one
part-time employee. None of Willow's employees is represented by a union and
management believes its employee relations are good.

Operating Results

The following financial information summarizes the more complete
historical financial information of Willow contained elsewhere in this
prospectus. The results in the following table do not indicate results Willow
will achieve in the future, especially in view of the Corning transaction.
<TABLE>
<CAPTION>
Willow Operating Results
------------------------
Year Ended December 31,
-----------------------
1999 1998 1997 1996
------ ------ ------ ------
Income Statement Data:
<S> <C> <C> <C> <C>
Revenues (Net Sales) $1,231,791 $1,039,117 $551,331 $33,298
Research and Development 536,353 -- -- --
General and Administrative
Expenses 1,468,267 845,007 455,116 7,199
Depreciation 18,817 17,791 10,393 5,520
--------- --------- ------- ------
Income (Loss) from Operations (791,646) 176,319 95,822 20,579
Other Income (Loss) (652) 40 -- --
--------- --------- ------- ------

Income (Loss) Before Taxes (792,298) 176,359 95,822 20,579
Income Taxes (11,451) 64,607 24,651 4,103
---------
Net Income (Loss) (780,847) 111,752 71,171 16,476
Retain Earnings,
Beginning of Year 199,399 87,647 16,476
---------
Accumulated Deficit,
End of Year $ (581,448) $ 199,399 $87,647 $16,476
========= ========= ======= =======
Balance Sheet Data:
Total Assets (1) $ 445,922 $ 370,580 $146,359 (2)
Total Liabilities 1,027,170 159,530 52,558 (2)
Deferred Income Taxes - 11,451 5,954 (2)
Common Stock 200 200 200 (2)
Retained Earnings (581,448) 199,399 87,647 (2)
</TABLE>
-----------------------------------

(1) Net of accumulated depreciation and amortization.
(2) Not available.

LaserWireless, Inc.

LaserWireless, which began its operations in 1999, specializes in the
development, sale and support of state-of-the-art wireless optical communication
systems capable of transmitting video, voice, telephone and data through the

29
<PAGE>

atmosphere using eye-safe laser technology. This capability offers a solution
for private communications where a leased line cannot be used, for example, when
land is not owned between two sites or where physical barriers, such as rivers,
highways, parking lots, etc., prevent use of conventional cables. The systems
include full time electronic tracking for maximum availability. Its principal
executive offices are located at 2145 Lincoln Plaza, Lancaster, Pennsylvania.
Its telephone number is (877) 527-3757. Its website is www.laserwireless.com.

Growth Strategy and Plan of Operations

LaserWireless designs, develops, manufactures and markets
state-of-the-art atmospheric laser communications equipment for voice, video,
phones and data. Its objective is to bring the latest technologies and best
engineering talents together to address its clients' needs. Its business
philosophy is to provide products that meet specifications, are safe to use, are
fairly priced, and are delivered on time. LaserWireless' growth strategy will be
to increase its production of laser communications systems and other quality
products and to expand its customer base through an aggressive advertising and
marketing campaign to publicize its products. Key elements of its growth
strategy include:

Products. There is a growing need in today's information society to
augment existing communication systems with reliable, high bandwidth
communication capability. Laser communication systems provide users with an
alternative to traditional copper or fiber communications pathways.
LaserWireless systems facilitate immediate communication enhancements with full
network interface support.

The LaserWireless LiteBridge 155 communication system features
electronic tracking to ensure continuous alignment of both transmitting and
receiving optical links. A typical system consists of two Laser Transceivers and
two Digital Remote Status Monitors. The Laser Transceivers provide a high speed
full-duplex data link between sites, while the Remote Status Monitors allow the
user to verify correct system operation. Two advance features - Full Time
Electronic Tracking and Remote Factory Diagnostics - ensure the highest levels
of reliability and availability. Currently the system will support data rates to
155 million bits per second (Mbps) with a range to 2.5 kilometers (1.5 miles).
Development plans include systems supporting tomorrow's ultra-high data rates.
Other features include remote status monitoring and diagnostics, both supported
by 24-hour technical support.

Product Research and Development. LaserWireless believes that strong
product research and development capabilities are essential to maintain a
competitive edge with its products. Since inception, it has focused its research
and development efforts on developing the finest laser communication devices
available. Its research and development efforts will continue.

Target Market. Current applications for LaserWireless products include
university and office campuses, building-to-building communications, military
mobile communications, emergency communication networks and temporary
communications. Important military applications include mobile, high bandwidth
communications using a battery-powered system that is easily transportable,
non-detectable, and secure. Emergency communication needs arise in disaster

30
<PAGE>

areas where damage has occurred to above ground or underground communication
systems. Other temporary communication needs include conventions, expositions,
trade shows, and mobile command and control.

LaserWireless is preparing for the future of high-speed communications
with system development efforts focused on providing 622 Mbps and 2+ Gbps
communication capabilities.

LaserWireless Technology. LaserWireless' system is the latest technology
in optical communications for distances up to 2.5 kilometers with greater than
95% availability. The system incorporates full real-time electronic tracking to
ensure continuous alignment. The transmitters are easy to install and operate,
requiring only a clear line-of-sight and solid supporting location for mounting.
Any problems in the field can be diagnosed by the factory using standard phone
lines. The transceivers are field repairable and include full factory support.
There are no license or right-of-way requirements.

The following are some of the features of the LaserWireless system:

o data rates from 1 to 155 Mbps

o 2.5 kilometer range (1.5 miles)

o electronic tracking system

o no licensing required

o D.C. operational

o remote status monitor

o complete diagnostics from factory

o 7 plus years MTBF

o waterproof, modular design

o protocol transparent

o highly cost effective

o secure transmission

o very high bandwidth capabilities

o compatible with all network interfaces

o eye-safe design

o certified CSA, UL, CDRH and CE

31
<PAGE>

Manufacturing Strategy. LaserWireless' ongoing manufacturing strategy
will be designed to increase capacity, improve quality, and reduce costs. It
plans to gradually increase its production in order to sustain its projected
growth. In any given year, its ability to reach its targeted production level
will depend upon, among other factors, its ability to (i) continue to realize
production efficiencies at its existing production facilities through
implementation of innovative manufacturing techniques and other means, (ii)
successfully implement production capacity increases in its facility, and (iii)
sell all of the products it can produce.

LaserWireless will not manufacture any of the parts it needs to produce
its products and it will have to rely on outside suppliers to provide the rest.

LaserWireless' income projections are as follows:
<TABLE>
<CAPTION>
LaserWireless Income Projections
--------------------------------
2000 2001 2002 2003
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $2,311,932 $5,064,740 $10,775,318 $20,599,640
Operating Costs and Expenses 2,018,832 4,001,145 7,679,160 10,923,880
--------- --------- --------- ----------
Income (Loss) From Operations 293,100 1,063,595 3,096,158 9,675,760
Other income (Expenses) -- -- -- --
Net Income (Loss) 293,100 1,063,595 3,096,158 9,675,760
</TABLE>

Marketing Strategy. LaserWireless will conduct an aggressive advertising
and marketing campaign to publicize its products. LaserWireless believes that
its potential customers can best be reached through advertising in trade shows,
direct marketing and on the Internet.

LaserWireless Facility

LaserWireless' executive offices and manufacturing facility are located
in a light industrial area in Lancaster, Pennsylvania. They consist of
approximately 10,500 square feet of leased space under a lease which expires in
January 2003.

Competition

LaserWireless believes that it is at the forefront in the design,
development and manufacturing of laser communication systems. It emphasizes
quality, reliability, cost-effectiveness and timely delivery. Nonetheless, other
companies are engaged in the design, development and manufacturing laser
communication systems which may be competitive with LaserWireless' products.
Many of those entities have substantially greater financial, technical,
manufacturing, marketing, distribution or other resources than LaserWireless.
LaserWireless' profitability will depend upon its ability to compete in its
market area.

Product Liability

Although LaserWireless believes its laser systems to be safe at any
distance, the sale of its products may expose LaserWireless to product liability
claims. It believes that its products are, and will be, safe and that it will be
able to obtain product liability insurance at a reasonable cost. However, in the

32
<PAGE>

event of an uninsured or inadequately insured product liability claim, or in the
event of an indemnification claim by a third party, LaserWireless' business and
financial condition could be materially adversely affected.

Regulation

LaserWireless' products and business may be subject to federal, state
and local regulations, including environmental regulations. LaserWireless can't
calculate exactly how much it will cost to comply with government regulation,
but it will try to ensure that its facilities and products comply with all
applicable regulations and standards. In any event, it doesn't think that the
cost of compliance will materially affect its financial condition.

Management

LaserWireless is currently managed by Richard Walter, its President.

Employees

As of July 26, 2000, LaserWireless employed nine full-time employees and
one part-time employee. None of LaserWireless' employees is represented by a
union and management believes its employee relations are good.

Operating Results

LaserWireless began operations in 1999. The following financial
information summarizes the more complete historical financial information of
LaserWireless contained elsewhere in this prospectus. The results in the
following table do not necessarily indicate results LaserWireless will achieve
in the future.
<TABLE>
<CAPTION>
LaserWireless Operating Results
-------------------------------
Year Ended December 31, 1999
----------------------------
Income Statement Data:
<S> <C>
Revenues $ -0-
Research and Development 150,828
General and Administrative 311,601
Depreciation 2,505
Loss from Operations (464,934)
Other Income
Loss Before Taxes (464,934)
Income Taxes
Net Loss (464,934)
Accumulated Deficit, Beginning of Year -0-
Accumulated Deficit, End of Year (1) $ (464,934)
</TABLE>
33
<PAGE>
<TABLE>
<S> <C>
Balance Sheet Data:
Total Assets (2) 264,565
Total Liabilities 729,399
Common Stock 100
Accumulated Deficit (464,934)
</TABLE>
-------------------------------

(1) Before depreciation of any assets.
(2) Net of accumulated depreciation and amortization.

HEALTH PRODUCTS GROUP
---------------------

Essentia Water, Inc.

Overview

Essentia Water, Inc. ("Essentia") is a Phoenix, Arizona based bottled
water marketing company acquired by NextPath on January 21, 2000. Its principal
executive offices are located at 5050 North 40th Street, Suite # 340,
Phoenix, Arizona. Its phone number is (602) 912-9500. Its website is
www.essentiawater.com.

Growth Strategy and Plan of Operations

Essentia is engaged in the business of developing, manufacturing,
packaging, and marketing bottled alkaline and electrolyte enhanced premium water
products with health and hydration benefits. Essentia water is initially
pre-filtered and purified using reverse osmosis and ozonation to achieve 99.9%
purity. A bio-available electrolyte formulation of bicarbonate, magnesium,
potassium, sodium and calcium is added and the water is then processed using
Essentia's ionic separation technology to increase its alkalinity to assist in
balancing the acidic nature of American diets and to aid in producing a smooth
taste. Key elements of its growth strategy include:

Products. Bottled in 20 oz., 1.0 liter and 1.5 liter recyclable P.E.T.
(Polyethylene Terephtalate) bottles, Essentia water is distributed through
natural/health food and retail grocery channels (natural sets only) throughout
the United States. In addition to manufacturing bottled water products under its
own name, Essentia bottles under private labels such as Wild Water(TM) for Wild
Oats Community Markets, the second largest national chain of health food stores;
BonH2O(TM) for The Bon Marche, a flagship brand of Federated Department Stores;
and PETsMART.

In contrast to so many bottled waters, Essentia avoids the use of
"source" water from springs, glaciers, mountains, etc. because of their
inconsistencies. Instead, Essentia's unique process involves first purifying
water to its essence through reverse osmosis, then adding nutrient minerals that
are more bio-available (absorbable) by the body.

As a result, no other bottled water has the unique biological active
properties of Essentia Water. Certified lab analysis verifies that Essentia

34
<PAGE>

(compared to other bottled waters) provides an abundant source of active
hydrogen that "quenches free radicals;" has less cohesion (better saturating
water) thus promoting faster hydration; is higher in alkalinity (+/- 9.5) thus
assisting the body in maintaining proper pH balance by neutralizing acidic
conditions; and delivers a proprietary formula of pure minerals for vital
cellular electrolyte replenishment.

All these active properties enhance the body's innate ability to heal
itself. These unique processes mean Essentia can bottle Essentia Water anywhere
in the world, consistently and within stringent quality assurance standards set
forth by Essentia while incorporating federal and state guidelines as the
foundation. Thus, Essentia Water is lab certified, user endorsed and 100%
satisfaction guaranteed to ensure consumer trust - an important part of
continued purchases and long term brand loyalty.

Shareables. Essentia has signed an exclusive agreement to produce a
private label water product for PETsMART. This unique purified water product,
packaged in 1.0 liter sized bottles, will be known as "Shareables for Me and my
Pal!" The PETsMART "Shareables" lines are produced and marketed exclusively to
be shared by people and their pets. Essentia designed and manufacturers a
plastic cup for PETsMART which fits on the bottom of the water bottle and can be
quickly removed and used as a portable pet drinking bowl.

Product Research and Development. Essentia believes that strong product
research and development capabilities are essential to maintain a competitive
edge with its products. Essentia is committed to making Essentia an
international brand. Essentia realizes that a successful brand is not built by
accident, but requires the brand to become the focal point of the company's
vision. Essentia has gathered a seasoned team of business executives and
industry professionals all committed to research, development and product
engineering to further the Essentia vision.

Target Markets. Essentia currently co-packs, markets, and sells high
alkaline (pH) and electrolyte enhanced bottled water under the brand name
Essentia Water. Bottled in PET - 20 oz., 1.0 liter and 1.5 liter sizes, Essentia
Water is distributed through natural/health food stores and retail grocery
channels (natural sets only) throughout most of the United States. Essentia has
developed a national distribution infrastructure for catalog and Internet sales,
which provides direct delivery to Essentia's customers, adding to its national
distribution capabilities.

Essentia Technology. We believe Essentia Water is the only water of its
kind in the market today. Unlike source waters (spring, glacier, mountain,
etc.), Essentia, using its unique process, removes all foreign minerals and
contaminates commonly known as TDS (total dissolved solids) that survive
standard filtration.

Essentia specifications require our water to be purified to three (3)
parts per million (PPM) TDS. Some source waters have been tested and contain
over 100 times more TDS than Essentia Water. The amount and class of TDS found
in source water as compared to Essentia Water will change from bottle to bottle
giving little consistency to the water taste and profile.

Once Essentia Water is purified, our proprietary, pure electrolyte,
formulation is added. This formulation contains vital pure minerals including
calcium, magnesium, potassium, sodium and bicarbonates the human body requires.

35
<PAGE>

Compared to source water, these minerals can be easily assimilated by the body.
Additionally, our proprietary formulation is tasteless, colorless, odorless and
water soluble.

After the electrolytes have been added, the purified water runs through
our proprietary Ionic Separation Technology. This technology separates the
water's alkaline ions (negative charged) from the acidic ions (positive
charged). Essentia bottles only the alkaline water we call "negative charged."
Essentia water has a pH level to +/- 9.5 compared to source water having an
average pH level of 7.0. A diagram of our process can be found at
www.essentiawater.com.

Marketing Strategy. Essentia's marketing strategy is designed to
increase sales by (i) expanding its product lines, (ii) continuing to increase
its distribution network, and (iii) adding a new east coast production facility
(co-packer). In any given year, its ability to reach its targeted sales level
will depend upon, among other factors, (i) its ability to obtain financial
resources, (ii) market acceptability of its new products, and (iii) its ability
to successfully increase its East coast production capacity.

Financial Summary. Since its inception in July 1998, Essentia has seen
product sales grow from 18,000 cases in the second half of 1998 to 75,000 cases
in 1999. Essentia expects sales of 200,000 cases in year 2000.
<TABLE>
<CAPTION>
2000 2001
Results of Operations: (forecast) (forecast)
--------------------- ---------- ----------
<S> <C> <C>
Net Revenues $ 3,111,300 $ 5,093,900
Cost of Goods Sold 1,929,400 2,995,900
--------- ---------
Gross Profit 1,181,900 2,098,000
Operating Expenses 1,715,700 1,872,000
Depreciation & Amortization 86,700 111,200
--------- ---------
Loss from Operations (620,500) 114,800
Other Income (Expense), Net 57,400 44,600
--------- ---------
Net Income (Loss) $ (563,100) $ 159,400
========= =========
</TABLE>

These financial forecasts do not reflect an increase in net revenues
from sources other than those derived by Essentia's normal course of business in
the natural and health foods channels, in both branded and private label product
sales.

Essentia Facility

Essentia's executive offices are located in Phoenix, Arizona. Essentia's
current business strategy is to continue to "partner" with contract packing
companies to produce its products under Essentia'a product specifications and
quality control standards. Essentia believes that contract packing
("co-packing") provides the most flexibility and the least capital investment.
Essentia anticipates having multiple plants strategically located around the
United States by the end of 2000. Currently Essentia's co-packers are California
Bottling Company located in Roseville, California and Renegade of America
located in Glendale, Arizona.

36
<PAGE>

Competition

Essentia believes that Essentia Water is the only water of its kind in
the market today. However, many other water bottlers have substantially greater
financial, technical, bottling, marketing or other resources than Essentia.
Essentia's profitability will depend upon its ability to compete in its market
area.

Product Liability

The sale of its products may expose Essentia to product liability
claims. It believes that its products are, and will be, safe and that it will be
able to continue to obtain product liability insurance at a reasonable cost.
However, in the event of an uninsured or inadequately insured product liability
claim, or in the event of an indemnification claim by a third party, Essentia'a
business and financial condition could be materially adversely affected.

Regulation

Essentia's products and business may be subject to federal, state and
local regulations, including environmental regulations. Essentia can't calculate
exactly how much it will cost to comply with government regulation, but it will
try to ensure that its facilities and products comply with all applicable
regulations and standards. In any event, it doesn't think that the cost of
compliance will materially affect its financial condition.

Management

Essentia is currently managed by Kenneth Uptain, its Chief Executive
Officer, and by James Tonkin, its President and Chief Operating Officer.

Employees

As of July 26, 2000, Essentia employed five full-time employees and one
part-time employee plus four contract consultants, two of whom are full-time and
two of whom are part-time. None of Essentia'a employees is represented by a
union and management believes its employee relations are good.

The following financial information summarizes the more complete
historical financial information of Essentia contained elsewhere in this
prospectus. The results in the following table do not necessarily indicate
results Essentia will achieve in the future.
<TABLE>
<CAPTION>
Essentia Operating Results
--------------------------
Year Ended December 31,
-----------------------
(July-December)
---------------
1999 1998
---- ----
Income Statement Data:
<S> <C> <C>
Net Revenues $ 677,221 $ 174,401
Cost of Goods Sold 499,755 199,468
-------- -------
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
(July-December)
---------------
1999 1998
---- ----

<S> <C> <C>
Gross Profit (Loss) 177,466 (25,067)
Operating Expenses 821,903 475,565
-------- -------
Operating Loss (644,437) (500,632)
Interest Expense 43,713 2,948
-------- -------
Net Loss $(688,150) $(503,580)
======== ========
Balance Sheet Data:
Current Assets $ 263,964 $ 118,350
Property and Equipment-At Cost, Net 280,010 312,763
-------- -------
Current Liabilities 676,857 375,846
Paid In Capital 1,058,847 558,847
Accumulated Deficit (1,191,730) (503,580)
</TABLE>

ENVIRONMENTAL TECHNOLOGIES GROUP
--------------------------------
Overview

The Environmental Technologies Group ("ETG") was created in October,
1999, is headquartered in Tulsa, Oklahoma, and is concerned with the
acquisition, development, and application of specific, environmentally-benign
technologies.

NextPath AES, Inc.

In General. NextPath AES, Inc. ("NAES"), a wholly owned subsidiary of
NextPath, was formed in November 1999. AES (Agro-Economic Systems) is the
acronym used to denote our self-sustaining, integrated agribusiness initiatives.

Status and Mission. Home-based in Tulsa, Oklahoma, NAES was established
to design, build, own, and operate AES facilities worldwide. Our AES facilities
are being designed to grow, process, and package fresh produce and fish on a
continuous, year-round basis. To the maximum extent possible, produce and fish
are to be certifiable as "organically" or "naturally" grown in accordance with
national organic growing standards. Commercial facilities are to include
self-contained energy systems. Light, temperature, humidity, nutrient streams,
water quality, effluent, and emissions at our AES facilities are to be fully
controlled. Fish-tank water is to be used in plant nutrition ("aquaponics"), and
effluent water from plant-beds and processing lines is to be filtered and
recycled. Waste products are to be recycled as fuel for the energy system.

Design Productivity. The target design-productivity of our typical AES
facility is to be considerably greater than that of known hydroponic or
aquaponic systems. Production and processing is to occur on a continuous basis,
and AES facilities are to be able to schedule just-in-time (JIT) delivery of
fresh food to retailers, with consequent savings in cold storage costs and

38
<PAGE>

reduction in spoilage. Additionally, production costs are to be reduced by not
having to accommodate harvesting and processing "surges." Thus, processing lines
can be smaller, with fewer employees needed for harvesting and processing. At
the same time, technical tasks will be more sophisticated and varied, requiring
a larger proportion of trained, salaried workers.

Two Models. Two models are being developed: a large-scale, commercial
version and a "community food security" (CFS) model devised for developing
economies. Needful Provision, Inc. (NPI), a non-profit organization located in
Tahlequah, Oklahoma, which licenses proprietary processes and sub-systems to
NextPath, has been engaged to develop the CFS model, test basic bio-systems, and
provide training for operations and technical personnel.

Support Entities. A Tulsa architectural and construction management
firm, Ragsdale and Associates, has been engaged to oversee facilities design and
engineering. A gasifier-based energy system, designed and built by Thermogenics,
Inc., Albuquerque, New Mexico, has been selected for use at our AES facilities.
Our AES will employ proprietary aquaponics systems and technologies developed by
Agri-Covers, Ltd., of Gridley, Illinois. We have negotiated a definitive
agreement to acquire the assets and intellectual property of Agri-Covers, but
await funding to close the acquisition.

Prototype Commercial Facility. A number of potential Oklahoma sites are
being considered for the prototype facility. Upon completion of current design
and engineering work, contracts will be let to construct and equip that
facility.

Production and Installation Standards. AES facilities are to be built in
modules. Each module is to represent a specific set of growing and processing
conditions and production objectives. Energy requirements, and, therefore,
self-contained heating and electrical systems, are to be sized accordingly.
Modular structures, fixtures, and operating equipment are to incorporate
appropriate ISO 9001, ASME, and DIN specifications. Products, outputs,
environmental control features, and sizes of our AES facilities will vary by
market region. Modular structures and equipment sets are to be supplied in kit
configuration, suitable for containerized shipment to foreign sites. The AES
program envisions installation of facilities at land reclamation sites, in urban
locations, in areas where severe climate prevents outdoor cultivation, and in
lesser-developed regions in order to enhance general nutrition. In some locales,
we may supplement production through contract growers using company-prescribed
techniques and systems under our supervision.

Marketing Plan and Revenue Sources. Revenues are to come from the sale
of bulk and packaged vegetables, fish, herbs, plant oil extracts (including
health-related products), and ornamental plants. Facilities are to be sized for
economies of scale, with some installations requiring more than fifty acres of
installation space. Target profit margins of 25% or greater per year have been
projected for AES facilities in developed-nation configurations. These are to be
achieved through precise selection of the types of produce grown and value-added
processing. Wholesale lots are to be marketed over the Internet and through
direct, forward supply contracts to large retailers. Some health-food related
products are to be direct-marketed through NextPath's Health Products Group. We
are studying the possibility of marketing fresh produce and fish via overnight
air delivery service.

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<PAGE>

Estimated Near-Term Capital Requirements. We estimate that approximately
$14,000,000 will be required to implement our business plan for NAES in the near
term.

NextPath Environmental Services, Inc.

In General. NextPath Environmental Services, Inc. ("NES"), also located
in Tulsa, Oklahoma, was formed in November 1999 to develop, sell, own, and
operate systems that convert waste to energy, clean-up water and soil
contaminated by fuel, oil, and chemical spills, provide potable water at
locations that have no water treatment systems, and provide on-site effluent
control, filtration and treatment systems, and, more recently, to acquire,
develop, and market devices to drastically reduce exhaust emissions from, while
increasing the energy efficiency of, internal combustion engines. Two entities
are, or are targeted to be, included under the NES umbrella, NextPath
Thermogenics, LLC and NextPath Separation Solutions, LLC.

NextPath Thermogenics, LLC.

In General. NextPath Thermogenics, LLC (the "Thermogenics, LLC") is a
limited liability company owned 51% by Thermogenics, Inc., Albuquerque, New
Mexico, and owned 49% by NES. The Thermogenics, LLC designs, fabricates and
sells proprietary gasification systems that use virtually any hydrocarbon-based
waste product as fuel to create a low-temperature, high-quality gas.

Technology Base. This gas is known as "producer gas" or "syngas".
Depending on the design of the system, the gas can be either low or
medium-heating value. The process involves a first stage high temperature
decomposition without combustion in a low-oxygen environment. The system uses
neither a combustion process nor incineration. Further, when coupled to an
engine, gas turbine or boiler, there are no gaseous emissions from the
gasification system and therefore the system can meet rigorous air quality
standards. This gas can be cleanly burned, liquefied, or used in a bio-process
to produce ethanol. The Thermogenics, LLC is actively pursuing opportunities in
this regard with existing process equipment and catalyst suppliers as well as
with waste generators and academic research facilities. Typically, this gas
would be combusted to produce heat for heat exchangers or steam boilers, or
directly fed to an internal combustion or gas turbine engine linked to an
electricity generation device. Thus, these units can be used for small-scale
electrical power generation (co-generation). For these reasons, the Thermogenics
unit was selected as the on site energy system for NextPath's AES facilities
(see above). The unit itself has no regulated emissions. Inert solid residues
from the reaction process can be safely land-filled or mixed with a binder and
used as a paving or building material.

Mission. The purpose of the Thermogenics, LLC is to build, own, and
operate waste-to-energy systems installed for specific waste disposal and energy
generation tasks. This normally would involve multiple units configured to
handle various waste streams, including municipal solid waste (MSW), discarded
tires, oil sludge, trap grease, animal wastes, plant residues, dewatered sewage
sludge, coal tailings, textile waste, automobile shredder waste, industrial
wastes such as paint sludge and used oils, food processing wastes, and wood
products waste. After removal of larger metallic solids, these wastes can be
batched or blended, depending upon energy output requirements.

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<PAGE>

Peripheral Equipment Requirements While Thermogenics, Inc. is the
provider and manufacturer of patented gasification systems that form the core of
the Thermogenics, LLC's waste-to-energy business, complete projects will utilize
equipment from a variety of international manufacturers for the processing of
waste and the conversion of the gas produced by the gasification systems into
different forms of energy. This could include shredders, grinders, a briquetting
system, various conveyor systems, internal combustion engines configured for use
with liquid petroleum or natural gas, gas turbines, electrical generators and
turbo-alternators, steam boilers, heat-exchangers, distillation and
bio-conversion units (ethanol production) and other peripherals.

System Control, Safety, and Standards. Waste-to energy and peripheral
systems are to be electronically controlled through desktop computers, using
proprietary control logic, circuit boards, and software. All systems are to be
equipped with automated safety and shut-down systems. Facilities and equipment
designed and supplied by the Thermogenics, LLC are to be compliant with local
environmental regulations. The Thermogenics, LLC has committed to bring its
equipment and facilities into conformance with ISO 9000 and 9001 standards at
the earliest possible date.

Project Types and Bases

Build, Own, Operate (BOO). This type of project is to be a long-term (10
years or more) commitment by the Thermogenics, LLC to design, build and operate
a waste-to-energy facility. Typically a local partner will be involved and
contribute a portion of the equity, while Thermogenics, LLC provides the
majority of the funding. Long-term contracts for the supply of the waste and for
the sale of energy would be involved. In most cases the land for the facility is
supplied under a lease agreement with the customer with only a nominal rental
fee. In some cases improvements to the site are cost-shared with the customer
and landowner.

Build-Own-Operate-Transfer (BOOT). A BOOT project is similar to the BOO
project, except that there would be a predetermined time in the future, usually
3 to 5 years when ownership would be transferred to a governmental or private
entity. The Thermogenics, LLC would usually continue to operate and maintain the
facility under a long-term contract with the new owner.

Turn-Key With a Management Contract. This project type would allow an
owner to place a single contract for the entire facility, sometimes even
including the site preparation and civil work, and the Thermogenics, LLC would
serve as General Contractor, working with local contractors, to design,
construct, install and start-up the entire plant. The Thermogenics, LLC could,
at the owner's option, facilitate construction financing, with full payment made
when the installation and start-up phase is completed and the plant is in full
operation. The Thermogenics, LLC could then, under a long-term contract with the
owner, be responsible for operation and maintenance of the facility on a fee or
cost-plus basis.

Straight Turn-Key. While less attractive to the Thermogenics, LLC, this
form of project could be expedient when special financing conditions, or a need
for the technical skills dictate. In this instance the Thermogenics, LLC would
be paid progress payments during the design and construction phases, and fully
paid off when the plant is accepted and ready to begin full operation. Completed

41
<PAGE>

facilities would remain under the Thermogenics, LLC service and maintenance
agreements for an indefinite period. Operators would be trained and certified by
the Thermogenics, LLC.

Development Plan. The initial development plan envisions 10 to 12
projects in the Western United States and Europe. Project costs to the
Thermogenics, LLC include manufacture and procurement of systems and related
equipment, and the hiring and training of operators. Some foreign projects could
involve co-ventures with waste management and power companies. In some
instances, bank financing and economic development incentives have been
proffered. The Thermogenics, LLC is exploring a number of public and private
project finance options.

Revenue Sources. Revenues are to be derived from on-site waste disposal
contracts; tipping fees (fees for the handling of waste--some running to more
than $400 per ton of waste received); contract management of the Thermogenics,
LLC provided waste-to-energy facilities; consulting services for purpose-design
of facilities to dispose of particular wastes or produce energy for particular
industrial purposes (for example, an ethanol plant, a foundry, AES facilities, a
sugar plant, and a wood products plant); generation of electrical power (in the
range of approximately three to 20 megawatts); generation of heat for central
steam heating systems; production of derivative fuels including liquid petroleum
gas and ethanol/methanol; other byproducts (including ash, carbon dioxide, and
carbon monoxide); and the sale or leasing of complete systems. Rates of return
for these operations are being assessed; however, the Thermogenics, LLC criteria
for acceptance of contract proposals includes a requirement of projected
internal rates of return on equity greater than 20%.

Estimated Near-Term Capital Requirements. We estimate that approximately
$16,000,000 will be required to implement the business plan for the
Thermogenics, LLC in the near term.

NextPath Separation Solutions, LLC.

In General. NextPath Separation Solutions, LLC (the "Separation
Solutions, LLC") is a limited liability company owned 51% by the Lewis
Corporation (Tetra, Separation Systems, LLC), Pocatello, Idaho, and owned 49% by
NES.

Technology Base. Tetra, Separation Systems, LLC /Lewis designs,
fabricates, and sells proprietary oil-water separation and soil remediation
systems that feature patented and proprietary components. These systems are
transportable (skid-mounted) or mobile, and are capable of on-site clean-up of
petroleum and chemical spills, with accompanying on-site restoration of
contaminated soils as required. Systems are automated for two-person operation.
Independent laboratory test results disclose that these systems can reduce
petroleum contamination in soil to less than 100 parts per million and volatile
organic compounds (VOC's) to trace levels in a single-pass operation. Oil
contamination in water can be virtually eliminated in a single pass.
Demonstrations have been successfully conducted for environmental protection and
quality authorities.

Mission. The Separation Solutions, LLC has been formed to build, own,
and operate these systems for contract clean-up and remediation. Operations can

42
<PAGE>

involve three systems, the sump system, the soil system, and the oil-water
system. Operating systems would be installed at clean-up sites such as gas
stations and fuel depots, environmental cleanup zones, industrial waste dumps,
waste transfer stations, and landfills.

Development Plan. Two production model systems are already in operation.
The initial development plan envisions equipping 18 operating locations with
sump systems. This includes manufacturing and procurement of the systems and
related equipment, localized marketing efforts, and the hiring and training of
operators. Initial target markets include the western and southwestern regions
of the United States. This plan would be accelerated to accommodate additional
domestic and European markets that have been identified. Depending upon market
conditions, and demand, the Separation Solutions, LLC is prepared to establish
up to 200 operating sites within the first seven years.

Revenue Sources. Revenues are to be derived from on-site water and soil
cleanup contracts. For example, a sump system operating at an average rate of 50
gallons per minute can process 24,000 gallons per 8-hour day. Processing
contracts, typically bring an average of $1 per gallon on a range of $.50 to
$1.50 per gallon. Therefore, the Separation Solutions, LLC projects average
operating-day revenue per sump system to be approximately $24,000, or $5.4
million per year if operated for 225 days per year. Current projections indicate
potential average margins exceeding 40% beginning in the third year.

Estimated Near-Term Capital Requirements. We estimate that approximately
$17,000,000 will be required to implement the business plan of the Separation
Solutions, LLC in the near term.

The Lewis Corporation.

On July 5, 2000, we signed a Letter of Intent to acquire certain assets
of Lewis Corporation ("Lewis"), a privately-held 15-year old diversified and
international construction services firm with a number of proprietary
environmental systems. Based in Pocatello, Idaho, the Lewis assets will become
part of NextPath Environmental Services, Inc. ("NES").

Lewis has developed proprietary systems for: (i) oil and water
separation, (ii) water purification, (iii) fuel savings and reduction of harmful
emissions from internal combustion engines, and (iv) removal of hydrocarbons
from sludge and soil and other environmental cleanups.

NES will become NextPath's general contractor for constructing and
equipping NextPath Agro-Economics Systems, Inc. (AES), waste-to-energy, and
environmental clean-up facilities. The company will also manufacture and install
waste-to-energy, electro-mechanical, and water and waste management systems
worldwide.

Included in the acquisition will be Lewis' 100,000 plus square foot
engineering and fabrication facility in Pocatello, ID.

Richard G. Lewis, President of Lewis Corporation, has eighteen years of
experience in accounting, financial reporting, business administration and
management, mechanical contracting and fabrication, sales and marketing, and

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<PAGE>

contract negotiations both domestically and internationally. He was formerly
employed as a CPA for Arthur Anderson and Co., as Vice President of Finance for
D.B. Western, Inc. Richard graduated from Brigham Young University with
Bachelors and Masters degrees in accounting. He will serve as President of NES.

Kary J. Lewis was formerly a tax partner for Deloitte & Touche LLP. He
specialized in international tax and business consulting. In his twelve years at
Deloitte & Touche, he assisted large multinational companies with international
mergers and acquisitions, developed tax planning strategies and structures to
minimize worldwide taxes and evaluated business opportunities for international
expansion. He joined Lewis Corporation in February 1997, and is responsible for
international business development, finance, accounting and tax matters. He is a
CPA and graduated from Brigham Young University with a Bachelors degree in
accounting and a Masters degree in taxation. He will serve as Vice President of
Finance of NES.

NextPath Bio-Products Research; Needful Provision, Inc.

In General. Applications research is to be sponsored by all NextPath
entities; however, the main bio-product development arm for the company is to be
Needful Provision, Inc, ("NPI"), an Oklahoma based non-profit organization that
licenses proprietary systems and processes to NextPath. David Nuttle, NextPath's
Chairman and interim President and CEO, is also President, CEO and Chairman of
NPI and the inventor of the proprietary technology owned by NPI and licensed to
NextPath. The scope of NPI operations for NextPath remains proprietary and
budgets for grants and research contracts to NPI are included in those of the
operating companies. NPI has been previously, or is now, engaged in cooperative
research activities with Oklahoma State University, North Carolina State
University/Research Triangle Institute, and the National Renewable Energy
Laboratory. NextPath has a first right-of-refusal for commercialization of NPI's
products and processes. Some of NPI's development work on our behalf includes:

o development of genetic stocks of fish, plants, and micro-
organisms for AES operations;

o applied research into photo-flash methods for stimulating plant
growth;

o applied research into the production and refinement of biofuels
from fresh water micro-algae;

o applied engineering of effluent control systems using bio-
filtration and vegetative filter beds;

o applied research and engineering of aquaculture and hydroponic
systems;

o applied research into the nutritional properties of high-protein,
naturally occurring grains and "ethno-botanicals" (plants
cultivated and used for nutrition and medicinal purposes by
indigenous peoples);

o applied research into lipid/oil extraction from vegetation and
micro-organisms;

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<PAGE>

o applied research into the natural enhancement and control of
nutrients for hydroponic plants and aquaculture fish;

o training curricula and contract training for AES operators and
technicians; and

o information compendia for bio-systems development.

INTERNET AND E-COMMERCE GROUP
-----------------------------

PriMedium, LLC

On June 12, 1999, NextPath signed an Option Agreement with PriMedium,
LLC, a Dallas, Texas, based software development firm that specializes in
creating websites for Internet sales and purchase ordering. One of the primary
reasons NextPath signed the Option Agreement was to develop the means for direct
sale of NextPath and its subsidiaries' products and sales over the Internet with
all of NextPath websites linked. Among other terms, the Option Agreement
provides that NextPath would pay $1,500,000, issue 600,000 shares of NextPath
common stock, and grant an annual royalty payment of ten percent (10%) based on
the pre-tax profits of PriMedium to the equity owners of PriMedium. Although the
shares were issued by NextPath at the direction of our former President and CEO,
neither the Option Agreement nor the issuance of the stock was known to, or
approved by, the Board. We are reevaluating whether or not to enter into a
definitive agreement and there can be no assurances that one will ultimately be
consummated.

US CertifiedLetters LLC

US CertifiedLetters LLC ("USCL") was formed for the purpose of
licensing, developing and commercializing proprietary technology for
transmitting instruments by certified mail via the Internet or other medium (the
"C-mail Technology") in the continental United States, Alaska and Hawaii. C-mail
Technology will enable postal customers to send certified mail over the
Internet. On July 27, 2000, NextPath acquired 20% of USCL. The purchase price
consisted of a combination of cash and stock.

USCL provides electronic business-to-business and business-to-consumer
mail services, and has developed Internet technologies to provide new and more
efficient mail processing capabilities to consumers, particularly in the area of
certified mail. USCL believes it is the first and only company to be granted
approval by the USPS to provide certified mail processing services online. In
1998, the U.S. Postal Service processed 510,878,000 pieces of certified mail
(according to the USPS website, www.usps.gov, and 1998 annual report). USCL
expects to capture a portion of this market.

Through its proprietary web site, www.USCertifiedLetters.com, USCL
believes that it will be one of the most reliable ways to send certified mail
within the continental United States, Alaska and Hawaii. William T. Carter, the
Manager and founder of USCL, has also developed www.globalcertifiedpost.com
(GCP) for overseas certified mail delivery.

USCL's licensed new generation of proprietary, patent pending,
information software, Automated Certified Mail, has been test marketed, is

<PAGE>

approved by the USPS and is ready to mass market. This software allows the user
to create a letter (or insert one from a word processing program) at the
www.USCertifiedLetters.com. site, pay on-line, and then send the letter. The
automated certified mail system verifies the address, adds the barcode, prints
and folds the letter, and automatically completes the certification forms with
just a few clicks of a mouse. The customer can expect a return receipt within 4
to 6 days, compared to the average of 10 to 12 days for manual processing.

USCL recently chose IBM Global Services (NYSE: IBM) and ITC^DeltaCom
(Nasdaq: ITCD) to design, manage and host the new USCL site.

Global Certified Mail

Global Certified Mail, Inc. ("GCM") was formed by NextPath in October
1999 to commercialize the same proprietary electronic certified mail system for
areas outside the continental United States, Alaska and Hawaii. Many businesses
and organizations in other countries require verification of mail delivery to
the United States, but traditional delivery methods are expensive and time
consuming.

On July 27, 2000, NextPath exchanged a 20% interest in GCM for an
exclusive license from William T. Carter to use his C-mail Technology to enable
global postal customers to send certified mail over the Internet outside of the
continental United States, Alaska and Hawaii. The Company will maintain an 80%
ownership interest in GCM. The parties expect to complete this transaction by
August 31, 2000.

USCL is currently developing the web site to be used by GCM, where the
process will be similar to that of www.USCertifiedLetters.com. However, all
letters will be processed at one facility in Birmingham into a standard
certified letter, making the "point of origin" for the letter a point within the
United States, rather than a foreign city. This will reduce the delivery time,
speed return receipts, and reduce costs compared to the current alternatives.
GCM intends initially to target multinational businesses, financial institutions
and law firms in Europe.

INVESTMENTS
-----------

United Paper, Inc.

We own 1,000 shares of non-voting Series A Preferred Stock of United
Paper, Inc., a Texas corporation ("United Paper"), for which we paid $1,000,000.
Each share of Series A Preferred Stock has the right to priority mandatory
cumulative dividends of $120 per year.

United Paper is an independent paper distributor to newspapers,
publishing companies, printers and catalog houses. It is the resulting company
of the August 10, 1999 merger of All-Pro Paper of Texas, Crown Converting of
Texas, G.B. Goldman Paper of Philadelphia, and The Paper Group of Chicago on
August 10, 1999.

All Pro and The Paper Group are merchant wholesalers that currently sell
paper in the South Central and Mid Western United States. These companies have
the ability to repackage, cut and customize paper for shipment. They sell
groundwood newsprint, groundwood coated free sheet, and coated free sheet to
printers and end users.

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<PAGE>

G.B. Goldman is a paper wholesaler that specializes in uncoated free
sheet, coated free sheet, and coated paperboard. The company has a successful
history of selling in job lot quantities and providing competitive value added
services to the paper merchant and converter trade.

Crown Converting, with locations in Philadelphia PA, Lufkin TX, and
Nashville TN, can handle a full range of converting needs including rewinding,
slitting, and sheeting.

North American Paper was acquired by United Paper in December 1999 and
is a paper merchant wholesaler selling to publishing, catalogs, and other
periodicals. The company specializes in full graphic, print, and paper
solutions. Advantage Paper was acquired by United Paper in February 2000 and is
a printer direct seller, handling commodity offset and paper board.

LATelco International, Inc.

On August 10, 1999, we purchased 666,666 Units in the capital of LATelco
International, Inc. ("LATelco") for $100,000, each Unit consisting of one common
share and one non-transferable share purchase warrant authorizing the holder to
purchase one common share at a price of $0.15 per share on or before August 10,
2000. There can be no assurance that we will exercise our warrants.

LATelco, a corporation continued under the laws of the Turks and Caicos
Islands, is headquartered in San Antonio, Texas. Its stock is traded on the
Canadian Venture Stock Exchange under the symbol "LTO." It maintains a website
at http://home.flash.net/~latelco. LATelco was organized in 1993 for the purpose
of developing wireless communications systems and providing specialized wireless
services. Its principal business lines include the design, manufacture and
operation of wireless data systems and networks incorporating proprietary
software and equipment developed by LATelco.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Crouch, Bierwolf & Chisholm, Certified Public Accountants, whose address
is 50 West Broadway, Suite 1130, Salt Lake City, Utah 84101, the independent
accountant which was previously engaged as the principal accountant to audit
NextPath's financial statements, was dismissed on February 8, 2000 so that we
could engage the services of Gray & Northcutt Inc. Crouch, Bierwolf & Chisholm
stated in its report on the financial statements of NextPath for the past two
years (1997 and 1998) that they were prepared assuming that NextPath will
continue as a going concern and the report contained the firm's opinion that the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern. The decision
to change accountants was recommended and approved by our Board of Directors.

During our two most recent fiscal years, there have not been any
disagreements with Crouch, Bierwolf & Chisholm on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

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<PAGE>

We provided Crouch, Bierwolf & Chisholm with a copy of the Current
Report on Form 8-K prior to its filing with the SEC and requested that Crouch,
Bierwolf & Chisholm furnish us with a letter addressed to the SEC stating
whether it agrees with the statements made in the Current Report on Form 8-K
and, if not, stating the respects in which it does not agree. The letter of
Crouch, Bierwolf & Chisholm is attached as an exhibit to the Current Report on
Form 8-K filed with the SEC February 14, 2000.

Weinberg & Company, P.A., Certified Public Accountants, whose address is
6100 Glades Road, Suite 314, Boca Raton, Florida 33434, the independent
accountant which was previously engaged as the principal accountant to audit the
financial statements of Epilogue Corporation, with whom we merged on November
12, 1999, was dismissed on February 8, 2000 so that NextPath, as the surviving
corporation in the merger, could engage the services of Gray & Northcutt Inc.
Weinberg & Company audited the balance sheet of Epilogue Corporation (a
development stage company) as of June 7, 1999 and the related statements of
operations, changes are stockholder's equity and cash flows for the period from
June 4, 1999 (inception) to June 7, 1999. The decision to change accountants was
recommended and approved by our Board.

There have not been any disagreements with Weinberg & Company on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

We provided Weinberg & Company with a copy of the Current Report on Form
8-K prior to its filing with the SEC and requested that Weinberg & Company
furnish us with a letter addressed to the SEC stating whether it agrees with the
statements made in the Current Report on Form 8-K and, if not, stating the
respects in which it does not agree. The letter of Weinberg & Company is
attached as an exhibit to the Current Report on Form 8-K filed with the SEC on
February 14, 2000.

On February 8, 2000, Gray & Northcutt, located in Oklahoma City,
Oklahoma, was engaged by us to audit the consolidated balance sheets of NextPath
and its wholly-owned subsidiaries. Other than concerning its engagement, we had
not consulted with Gray & Northcutt Inc. prior to February 8, 2000.

On March 23, 2000, Gray & Northcutt, Inc. resigned from the audit
engagement of NextPath effective that date. Gray & Northcutt, Inc. agreed to
complete its audits of our subsidiaries, Laser Wireless, Inc., Willow Systems,
Inc. and Sagebrush Technology, Inc.

In its resignation letter, Gray & Northcutt, Inc. stated as follows: "In
the course of performing our work, we have concluded that NextPath lacks the
internal controls necessary for the development of reliable financial
statements. Further, information has come to our attention that leads us to
conclude that we should not rely upon the representations of NextPath's
management in place during the period covered by this audit".

We do not disagree with the statements of Gray & Northcutt, Inc. In
response to these statements (i) we retained Robert Woodward as Chief Financial
Officer; (ii) Mr. Woodward has taken over our financial books and records and
accounts; (iii) our bank accounts are being moved from our Hillsborough, North
Carolina headquarters to its new headquarters in Tulsa, Oklahoma; (iv) we have

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<PAGE>

retained the services of an accountant to organize our financial books and
records; (v) we have adopted the financial management plan proposed by Mr.
Woodward; (vi) our Audit Committee has been filled with three independent
directors; (vii) we have accepted the resignations of James Ladd, our former
President, CEO and Chairman, and of Douglas McClain, a former director; (viii)
we engaged Crouch, Bierwolf & Chisholm, our former auditors, to complete the
audit of the Company begun by Gray & Northcutt, Inc. so that the Form 10-K/A for
the fiscal year ended December 31, 1999, the 10-Q for the period ended March 31,
2000, and all required amended Form 8-K's can be filed as soon as possible; and
(ix) three new directors have been elected to the Board.

We provided Gray & Northcutt, Inc. with a copy of the Current Report on
Form 8-K prior to its filing with the SEC and requested that Gray & Northcutt,
Inc. furnish us with a letter addressed to the SEC stating whether it agrees
with the statements made in the Current Report on Form 8-K and, if not, stating
the respects in which it does not agree. The letter of Gray & Northcutt, Inc. is
attached as an exhibit to the Current Report on Form 8-K dated April 3, 2000.

MANAGEMENT

Directors and Executive Officers

Our executive directors and executive officers are as follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------

<S> <C> <C>
David A. Nuttle 63 Chairman, Interim President and Chief
Executive Officer
Frederic F. Wolfer, Jr. 61 Vice President and Assistant Secretary
Robert Woodward 50 Director and Chief Financial Officer
Charles A. Gourd 51 Director, Secretary
Kenneth E. Sweet 47 Director
</TABLE>

Mr. Nuttle, who had been a director since January 1998, was appointed
Chairman and interim President and Chief Executive Officer on March 17, 2000. He
has over 40 years of economic and business development experience. Since June
1995, Mr. Nuttle has been Chairman, President and Chief Executive Office of
Needful Provision, Inc., a 503(c)(3) charity, which has licensed proprietary
technology to us.

Mr. Wolfer joined us in October 1999 as Vice President. He was elected
President of the Environmental Technologies Group on April 1, 2000. From April
1998 to August 1999, Mr. Wolfer was a Consultant to NextPath. From February 1997
to December 1997, he was a Country Representative for Citizens Network for
Foreign Affairs. From March 1991 to February 1997, Mr. Wolfer was President and
Chief Executive Officer of Controlled Environment Technologies, Inc., a sole
proprietorship consulting firm. Mr. Wolfer received a BA from the University of
North Carolina in 1960 and a M.A. from Central Washington State University in
1973.

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<PAGE>

Mr. Woodward became Chief Financial Officer of NextPath on March 17,
2000. He was elected a director on April 1, 2000. Since 1999 he has been a
Business Consultant at International Profit Associates. Mr. Woodward has over
twenty-five years of management consulting, public accounting and senior
management experience concentrated in the areas of strategic business planning,
corporate financial management, business infrastructure development and
administrative and operations management. From 1996 to 1999, Mr. Woodward was an
independent Business Consultant. From 1989 to 1996, he was Chief Financial
Officer for Q-Com Corporation, a California environmental high technology
manufacturing company. Mr. Woodward received a BBA degree in 1972 from St.
Francis College, New York and an MBA degree in 1978 from Long Island University,
New York.

Dr. Gourd has been a Director since March 17, 2000. From August 1995 to
October 1999, he was Special Assistant to the Principal Chief of the Cherokee
Nation. From September 1993 to August 1995, Dr. Gourd was Director of Bilingual
Education at Keys Elementary School in Park Hill, Oklahoma. Dr. Gourd has
extensive academic and professional background in the practical application of
Anthropology for purposes of economic development. His professional background
includes economic development in third world countries, as well as work with the
U.S. State Department on multi-lateral Trade Agreements, development of an
international Free-Trade Zone, and is Fellow in the Entrepreneurial and MBA
Programs at Babson College in Boston, Massachusetts Dr. Gourd received his PhD
from the University of Kansas in 1984, a M.A. degree from the University of
Oklahoma in 1976, and a BS degree in History from Northeastern State University
in 1971.

Mr. Sweet has been a director since March 17, 2000. Mr. Sweet has over
nine years of executive director experience in management consulting, business
valuation, mergers and acquisitions, and financial advisory services. Since
1991, Mr. Sweet has been the Executive Director of Consulting Services and one
of the in-house counsel to International Profit Associates (IPA), an
international consulting firm. He has supervising and/or directing in excess of
21,000 client engagements to date. Prior to joining IPA, he was President of
Windbrook Securities, Inc., a broker/dealer, and The Compass Investment Group,
Inc., registered as a Commodity Trading Advisor (CTA). Mr. Sweet also worked
from 1981-1987 at E.F. Hutton & Company, Inc. as an Account Executive. He
received a BS in both Business Administration and Accounting, graduating Magna
Cum Laude from the University of San Diego in 1974. He also received a Juris
Doctorate degree from Western State College of Law in December 1977.

Board Composition

We currently have four directors on our board of directors and three
vacancies. Our directors serve until they resign or are removed, or are
otherwise disqualified to serve, or until their successors are elected and
qualified. Our executive officers serve at the discretion of our board of
directors. Our officers are appointed at the board's first meeting after each
annual meeting of stockholders.

Director Compensation

We reimburse directors for out-of-pocket expenses incurred in attending
board meetings. In the future, we anticipate paying reasonable and customary
fees to our directors who are not officers for their services as directors and

50
<PAGE>

for attendance, in person or by telephone, at each meeting of the board of
directors, but not for committee meetings. Officers who are also directors will
not be paid any director fees.

Board Committees

Our Compensation Committee currently consists of Robert Woodward and
Charles Gourd. The Compensation Committee reviews and evaluates the salaries,
supplemental compensation and benefits of our officers, reviews general policy
matters relating to compensation and benefits of our employees, and makes
recommendations concerning these matters to the board of directors.

Our Audit Committee currently consists of Robert Woodward and Kenneth
Sweet. The Audit Committee reviews with our independent auditor, the scope and
timing of its audit services, the auditor's report on our financial statements
following completion of its audit, and our policies and procedures with respect
to internal accounting and financial controls. In addition, the Audit Committee
makes annual recommendations to our board of directors for the appointment of
independent auditors for the following year.

Our Acquisitions Committee currently consists of Robert Woodward and
Kenneth Sweet. The Acquisitions Committee review and evaluates the merits of
potential acquisitions, retains due diligence experts to review and evaluate the
merits of potential acquisitions, and makes recommendations concerning these
matters to the board of directors.

Our Special Committee currently consists of David Nuttle and Charles
Gourd. The Special Committee is involved in the review and evaluation of all
transactions involving our company since January 1, 1998, including, but not
limited to the issuance of stock for which no consideration may have been
received by us. Once it has completed its investigation, the Special Committee
will make recommendations concerning those matters to the board of directors

Summary Compensation Table

The following summarizes, for the fiscal years indicated, and to the
knowledge of current management, the principal components of compensation for
our Chief Executive Officer and our only other executive officer. Mr. Ladd, our
former Chief Executive Officer and President, was our only employee in 1998.
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
---------------------------------- ------------------------------------------
Securities
Under-
Annual Restricted lying LTIP All Other
Compen Stock Options/ Payouts Compen-
Name and Principal Position Year Salary Bonus -sation Award(s) SARs (1) sation
--------------------------- ---- ------ ----- ------- ---------- ---------- ------- ---------
David Nuttle
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Chairman, Interim President 1999 -- -- -- -- -- --
President and CEO 2000 -- -- -- -- -- --
Robert Woodward 2000 -- -- -- -- -- --
Chief Financial Officer(2)
</TABLE>

51
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
---------------------------------- ------------------------------------------
Securities
Under-
Annual Restricted lying LTIP All Other
Compen Stock Options/ Payouts Compen-
Name and Principal Position Year Salary Bonus -sation Award(s) SARs (1) sation
--------------------------- ---- ------ ----- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frederic F. Wolfer, Jr. 1999 $150,000 -- -- 100,000 -- -- --
Vice President, Assistant 2000
Secretary(3)
James R. Ladd 1999 -- -- -- -- -- -- --
former Chairman, President 2000 -- -- -- -- -- -- --
(4)
</TABLE>

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

(1) Creativity Incentive Plan.
(2) Mr. Woodward serves us pursuant to an Interim Management Consulting
Agreement we have with International Profit Associates, Inc.
(3) Mr. Wolfer was employed on November 1, 1999. He also serves as President
of the Environmental Technologies Group.
(4) Mr. Ladd resigned on March 17, 2000. To our knowledge as of this date,
he did not receive any compensation in the years indicated.

Options/SAR Grant In Last Fiscal Year

Our executive officers were not granted any options or SARs during our
last fiscal year.

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values

Our executive officers have not been granted any options or SARs.

Employment Agreements

Mr. Wolfer has a five year employment agreement with us. It expires in
2004.

Restricted Stock Plan

As part of the consideration we paid for all of the stock of
LaserWireless, Inc., we placed 300,000 shares of restricted common stock in a
Restricted Stock Plan for the benefit of the employees of LaserWireless, Inc. An
employee will become vested with respect to the shares of common stock
represented by his or her Restricted Stock Award Agreement on the fifth
anniversary of the date of the grant, provided he or she continuously serves as
an employee of LaserWireless, Inc. or another of our subsidiaries at all times
beginning with the date of the grant and ending on the fifth anniversary of the
grant.

Stock Option Plan

We recognize the need to implement, and we intend to propose and submit
to our shareholders, a stock option plan so that we may attract and retain the
high quality employees, consultants and directors necessary to build our
infrastructure and to provide ongoing incentives to our employees by enabling
them to participate in our success.

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<PAGE>

401(k) Plan

We anticipate that we will adopt an employee investment plan under
Section 401(k) of the Code.

Creativity Inventive Plan

In order to encourage and reward creativity, we will establish a
Creativity Incentive Plan in 2000. Employees who develop materials, inventions,
discoveries, improvements and designs will be eligible to participate in the
fruits of their inventiveness over and above any salary and other benefits they
may derive from their employment.

Our executive officers were not granted any options or SARs during our
last fiscal year.

Certain Relationships and Related Transactions

We have a policy requiring that any transaction in which the amount
exceeds $60,000 in which we or our subsidiaries enter into with (a) any of our
directors or executive officers, (b) any nominee for election as a director, (c)
any security holder who we know to own of record or beneficially more than five
percent of any class of our common stock, or (d) any member of the immediate
family of any of the foregoing persons must be fully disclosed to our board and
must be on terms no less favorable to us than reasonably could have been
obtained in an arms' length transaction with independent third parties. Any
other matters involving potential conflicts of interest are to be resolved on a
case-by-case basis.

Mr. Nuttle is the Chairman and President of Needful Provision, Inc., a
501(c)(3) charitable corporation headquartered in Tahlequah, Oklahoma ("NPI").
We have licensed technology from NPI, for which we issued NPI 500,000 shares of
restricted common stock. In addition, we have made a $95,000 grant to NPI.

Mr. Sweet is an Executive Director Consulting Services of International
Profit Associates, Inc. headquartered in Buffalo Grove, Illinois, a suburb of
Chicago ("IPA"). Mr. Woodward is also an employee of IPA. We have entered into
a Management Consulting Agreement with IPA by which employees of IPA provide
management services to us on an ongoing basis. We have also entered into an
Investor Relations Agreement with IPA by which an employee of IPA provides
investor relations services for us.

Indebtedness of Management

To our current knowledge, none of our directors and executive officers
and no nominee for election as a director has been indebted to us or our
subsidiaries at any time since January 1, 1999.

We have reason to believe that a son of Douglas McClain, a former
director, or a corporation or organization of which Mr. McClain's son is or was
an officer, director or beneficial owner, is indebted to us for $600,000 plus
accrued interest.

We also have reason to believe that a brother of James Ladd, our former
Chairman, President and Chief Executive Officer, is or was indebted to us in an
amount in excess of $60,000, but the Special Committee of the board has not yet
determined the extent, if any, of that indebtedness.

53
<PAGE>

Loans

As of December 31, 1999, we owed Joshua Ladd approximately $600,000.
Joshua Ladd is the son of James Ladd, our former Chairman, President and Chief
Executive Officer.

Other Transactions

Mr. Ladd's departure as Chairman, President and Chief Executive Officer,
Mr. McClain's departure as a Director, and various transactions by NextPath
which occurred while they were affiliated with NextPath in those capacities and
which were not reported to, or authorized by, the Board, but which were recently
brought to the attention of the Board, have caused the Board to establish a
Special Committee which will review all transactions engaged in by NextPath
since January 1, 1998. The effects of the transactions to be reviewed and their
materiality to our financial condition and our operations cannot be fully
assessed until the Special Committee has completed its review.

Limitation of Liability and Indemnification

The Nevada General Corporation Law allows for the indemnification of
officers, directors, and other corporate agents in terms sufficiently broad to
indemnify those persons under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VI of our Articles of Incorporation provides for indemnification of our officers
and directors. Article 5 of our Bylaws provides for indemnification of our
officers, directors, agents and employees. We may also enter into agreements
with our directors and offices that will require us, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors to the fullest extent not prohibited by law.

In connection with this offering, the Selling Shareholders have agreed
to indemnify us, our directors and officers, and each person who controls us,
against any and all liability arising from inaccurate information provided to us
by the Selling Shareholders and contained in this prospectus up to a maximum of
the net proceeds received by the Selling Shareholders from the sale of their
common stock under this registration statement.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to our Articles of Incorporation or Bylaws, we have been informed that
in the opinion of the Securities and Exchange Commission that indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Common Shares

The following table provides information concerning the ownership of our
common stock, as of July 27, 2000, by (i) each director and nominee for

54
<PAGE>

director; (ii) each of our named executive officers; (iii) all of our executive
officers and directors as a group; and (iv) all those known by us to be
beneficial owners of more than 5% of our common stock:

Unless otherwise indicated, each person named in the table has sole
voting power and investment power, or shares voting investment power with his or
her spouse, for all shares listed as owned by such person. The number of shares
of common stock outstanding for each listed person includes any shares the
individual has the right to acquire within 60 days of this prospectus. For
purposes of calculating each person's or group's percentage ownership, stock
options exercisable within 60 days are included for that person or group, but
not for the stock ownership of any other person or group.
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner Shares Beneficially Owned Percentage Owned
------------------- ------------------------- ----------------

Directors and Executive
Officers

<S> <C> <C>
David A Nuttle (1) 462,500 1%
1615 N. 24th West Avenue
Tulsa, OK 74127

Frederic F. Wolfer, Jr. 100,000 *
1615 N. 24th West Avenue
Tulsa, OK 74127

Charles A. Gourd -- *
1615 N. 24th West Avenue
Tulsa, OK 74127

Kenneth E. Sweet (2) 56,907 *
1250 Barclay Boulevard
Buffalo Grove, IL 60089

Robert Woodward -- *
1615 N. 24th West Avenue
Tulsa, OK 74127

All executive officers and 619,407 1.5%
directors as a group (5 persons)

5% Shareholders

James R. Ladd (3) 1,888,000 4.4%
7106 Sunrise Road
Chapel Hill, NC 27514

W.O.W. Consulting Group 6,467,877 15.0%
18352 Dallas Parkway, #136-440
Dallas, TX 75287
</TABLE>
-------------------------------
* Less than one percent.
(1) Mr. Nuttle is Chairman and President of Needful Provision, Inc., a
501(c)(3) charitable corporation in whose name this stock is registered.
(2) Mr. Sweet has the contractual right to acquire an additional 109,453
shares of 500,000 shares currently held by International Profit
Associates, with whom he has an agreement.

55
<PAGE>

(3) Mr. Ladd's daughter, McGinnis Ladd, and his son, Joshua Ladd, own
250,000 and 500,000 shares of common stock respectively. We do not know
if Mr. Ladd claims any beneficial interest in the shares of his
children.

Class A Shares

We have conditionally issued 30,000,000 shares of our Class A common
stock to Rising Star Investments, Inc., of which we own fifty percent, to show
capability to perform in a series of investment operations we are exploring. The
Class A common stock is restricted as to transferability, has no voting rights,
and will be cancelled and returned to our treasury if the investment
opportunities do not materialize.

DESCRIPTION OF OUR CAPITAL STOCK

The following description of our capital stock is qualified in its
entirety by the provisions of our Articles of Incorporation and Bylaws
and the applicable provisions of Nevada law.

Our authorized capital stock consists of 100,000,000 shares of common
stock, $.001 par value per share, and 1,000,000 shares of preferred stock, $.001
par value per share. Of our authorized common stock, 70,000,000 shares consist
of common stock and 30,000,000 shares consist of Class A (non-voting) common
stock.

Common Stock

The holders of our common stock are entitled to one vote for each share
they hold of record on all matters submitted to a vote of the shareholders. Our
common stock is not entitled to cumulative voting rights with respect to the
election of directors, and, as a consequence, minority shareholders will not be
able to elect directors on the basis of their votes alone. Subject to
preferences that may be applicable to any then outstanding shares of preferred
stock, holders of our common stock are entitled to receive ratably any dividends
that may be declared by the board of directors out of funds legally available to
pay dividends. See "Dividend Policy." In the event of our liquidation,
dissolution or winding up, holders of our common stock are entitled to share
ratably in all our assets remaining after payment of liabilities and the
liquidation preference of any then outstanding preferred stock. Holders of our
common stock have no preemptive rights and no right to convert their common
stock into any other securities. There are no redemption or sinking fund
provisions applicable to the common stock. All outstanding shares of our common
stock are, and all shares of our common stock to be outstanding will be, fully
paid and nonassessable. Shares of Class A common stock will be converted to
shares of restricted common stock with piggyback registration rights upon the
occurrence of certain financial events.

Class A Common Stock

The holders of our Class A common stock have no voting rights. Subject
to preferences that may be applicable to any then outstanding shares of
preferred stock, holders of our Class A common stock are entitled to receive
ratably any dividends that may be declared by the board of directors out of

56
<PAGE>

funds legally available to pay dividends. See "Dividend Policy." Shares of Class
A common stock will be converted to shares of restricted Class A common stock
with piggyback registration rights upon the occurrence of certain financial
events.

Preferred Stock

Under our Articles of Incorporation, our board of directors has complete
authority to prescribe the classes, series and number of each class or series of
preferred stock and the voting powers, designations, preferences, limitations,
restrictions and relative rights of each class or series of the preferred stock,
without any further vote or action by the shareholders. Voting and conversion
rights could adversely affect the voting power of the holders of our common
stock. The issuance of preferred stock could also have the effect of delaying,
deferring or preventing a change in our control. While our Articles authorize
1,000,000 shares of preferred stock, none has been issued and we have no present
plan to issue any shares of preferred stock.

Dividends

Subject to the right of the holders of any class of preferred stock,
holders of shares of common stock, whether common stock or Class A common stock,
are entitled to receive dividends that may be declared by our board of directors
out of legally available funds. No dividend may be declared or paid in cash or
property on any share of any class of common stock unless simultaneously the
same dividend is declared or paid on each share of that and every other class of
common stock; provided, that, in the event of stock dividends, holders of a
specific class of common stock shall be entitled to receive only additional
shares of that class.

Voting Rights

Each share of common stock is entitled to one vote. Class A common stock
has no voting rights.

Liquidation Rights

Upon our liquidation, dissolution or winding-up, the holders of our
common stock, whether common stock or Class A common stock, are entitled to
share ratably in all assets available for distribution after payment in full to
creditors and holders of our preferred stock, if any.

Conversion and Transferability of Class A Common Stock

Shares of Class A common stock are convertible at any time, at the
option of the holder, into an equal number of fully paid and non-assessable
shares of our common stock.

Other Provisions

The holders of our common stock and Class A common stock are not
entitled to preemptive or similar rights.

57
<PAGE>

Current Registration Rights

We are contractually obligated to register restricted stock under the
Securities Act which we issued with demand and piggyback registration rights as
a result of the following transactions:

o Pursuant to Regulation S Subscription Agreements, holders of
approximately 1,365,000 shares of our restricted common stock are
entitled to have their shares registered.

o Pursuant to the Stock Purchase Agreement dated December 14, 1999 by
and among us, Donald G. and Betty Carson, and August and Yvonne
Sanchez related to our acquisition of Sagebrush Technologies, Inc.,
holders of 600,000 shares of our restricted common stock are
entitled to have their shares registered.

o Pursuant to the Stock Purchase Agreement dated November 2, 1999 by
and among or for the benefit of us and Douglas E. Elerath and
Betzi M. Hitz and Samuel and Beverly Rogers and John Hodges
related to our acquisition of Willow Systems Limited, holders of
650,000 shares of our restricted common stock are entitled to
have their shares registered.

o Pursuant to the Stock Purchase Agreement dated October 15, 1999 by
and between us and Richard K. Walter related to Laser Wireless,
Inc., the holders of 300,000 shares of our restricted common stock
are entitled to have their shares registered.

o Pursuant to the Agreement dated March 15, 2000 between us and
Compact Power Ltd., Compact Power Ltd., as the holder of 250,000
shares of our restricted common stock, is entitled to have their
shares registered.

o Pursuant to the Consulting Agreement dated September 15, 1998
between us and International Profit Associates, Inc.,
International Profit Associates, Inc. as the holder of 550,000
shares of our restricted common stock, is entitled to have its
shares registered.

o Pursuant to an Investor Relations Consulting Agreement dated May
6, 1999 between us and IC Holdings, III, LLC, IC Holdings III,
LLC, as the holder of 60,000 shares of our restricted common
stock, is entitled to have its shares registered.

o Pursuant to the Severance Agreement between us and John Martin
dated June 13, 2000, Mr. Martin, as the holder of 25,000 shares
of our restricted common stock, is entitled to have his shares
registered.

o Pursuant to the Settlement Agreement between us and Bradley Edson
dated July 18, 2000, Mr. Edson, as the holder of 375,000 shares
of our restricted common stock, is entitled to have his shares
registered.

<PAGE>

o Pursuant to a Promissory Note dated February 15, 2000, IPA, as
the holder of 250,000 shares of our restricted stock received in
lieu of repayment of the Promissory Note, is entitled to have its
shares registered.

o Pursuant to the Stock Purchase Agreement dated January 21, 2000 by
and among us, Kenneth Uptain and Moneta Holdings, Moneta
Holdings and others, as the holders 600,000 shares of our
restricted common stock, are entitled to have their shares
registered.

o On June 9, 2000, we granted McKinney & Stringer the option to
purchase 200,000 shares of our common stock with piggyback
registration rights at an exercise price of $.01 per share. Those
options expire December 31, 2002.

o On February 2, 2000, we awarded IC Holdings III, LLC 100,000
shares of our restricted stock with piggyback registration rights.

o The Special Committee of our board has been advised by several
shareholders that our former President, James Ladd, either in
writing or orally, apparently granted them piggyback registration
rights associated with our stock held by them. Although it is the
board's position that any such grants made by Mr. Ladd were
without notice to the board, without knowledge of the board,
without authorization of the board, and outside the scope of his
authority, the board believes that in furtherance of shareholder
relations, it is in our best interests to register all remaining
restricted stock of the Company with the exception of the
following:

<TABLE>
<CAPTION>
Shareholder Shares
----------- ------
<S> <C>
W.O.W. Consulting, Inc. 6,467,877
James R. Ladd 1,888,000
Douglas McClain 1,600,000
</TABLE>

Transfer Agent and Registrar

Standard Registrar & Transfer Company, Inc. is the transfer agent and
registrar for our common stock. Its address is 12528 South 1840 East, Draper,
Utah 84021. It's telephone number is (801) 571-8844.

Nevada Law and Certain Charter Provisions

Our Articles of Incorporation, Bylaws and the Nevada Revised Statutes
(NRS) include a number of provisions that may have the effect of encouraging
persons considering unsolicited tender offers or other unilateral takeover
proposals to negotiate with our board of directors rather than pursue
non-negotiated takeover attempts. These provisions include a classified board of
directors, authorized blank check preferred stock restrictions on business
combinations, in certain circumstances the nullification of voting rights of 20%
or more shareholders, and the availability of authorized but unissued common
stock.

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<PAGE>

Classified Board of Directors

Our Articles of Incorporation and Bylaws do not contain provisions for a
staggered board of directors (i.e., with only one-third of the board standing
for election each year). Shareholders may only remove directors for cause. A
staggered board would make it more difficult for stockholders to change the
majority of the directors.

Blank Check Preferred Stock

Our Articles of Incorporation authorize blank check preferred stock. Our
board of directors can set the voting rights, redemption rights, conversion
rights and other rights relating to such preferred stock and could issue
preferred stock in either a private or public transaction. In some
circumstances, the blank check preferred stock could be issued and have the
effect of preventing a merger, tender offer or other takeover attempt which our
board of directors opposes.

Our board of directors has no present intention to issue any new class
or series of preferred stock; however, our board of directors has the authority,
without further shareholder approval, to issue one or more series of preferred
stock that could, depending on the terms of such series, either impede or
facilitate the completion of a merger, tender offer or other takeover attempt.
Although our board of directors is required to make any determination to issue
such stock based on its judgment as to the best interest of our shareholders,
our board of directors could act in a manner that would discourage an
acquisition attempt or other transaction that some, or a majority, of the
shareholders might receive a premium for their stock over the then market price
of such stock. Our board of directors does not intend to seek shareholder
approval prior to any issuance of such stock, unless otherwise required by law.

Nevada Statutes on Combinations with Interested Stockholders

As a Nevada domestic corporation we are subject to Sections 411 to 444,
inclusive, of Chapter 78 of the Nevada Revised Statutes. In general, NRS 78.438
prevents an "interested stockholder" from engaging in a "business combination"
with a Nevada corporation within three years following the date that person
became an interested stockholder, unless prior to the date such person became an
interested stockholder, our board of directors approved the transaction in which
the interested stockholder became an interested stockholder or approved the
business combination.

Pursuant to NRS 78.439 a combination is not permitted with an interested
stockholder after the three-year period unless:

o the combination is approved by the board of directors of the
resident domestic corporation before the interested stockholder's
date of acquiring shares, or as to which the purchase of shares
made by the interested stockholder on that date had been approved
by the board of directors of the resident domestic corporation
before that date.

o the combination is approved by the affirmative vote of the holders
of stock representing a majority of the outstanding voting power
not beneficially owned by the interested stockholder proposing
the combination, or any affiliate or associate of the interested

60
<PAGE>

stockholder proposing the combination, at a meeting called for
that purpose no earlier than 3 years after the interested
stockholder's date of acquiring shares.

NRS 78.416 broadly defines a "combination" and may include, but is not
limited to:

o any merger or consolidation involving the corporation and an
interested stockholder

o any sale, transfer, pledge or other disposition involving an
interested stockholder of 5% the aggregate market value of either
the assets or outstanding stock of the of the corporation;

o subject to certain exceptions, any transaction which results in
the issuance or transfer by the corporation of any stock of the
corporation to an interested stockholder;

o the adoption of a plan for liquidation or dissolution

o any recapitalization or reclassification of securities; or

o the receipt by an interested stockholder, affiliate or associate
of any loans, guarantees, pledges or other financial benefits
provided by or through the corporation.

Nevada Statutes on Acquisition of Controlling Interest

If we have 200 or more shareholders of record, at least a 100 with
addresses within the State of Nevada, we will be subject to Nevada's statute on
the acquisition of a controlling interest. With some exceptions, this statute
prevents holders of more than 20% of the voting power of our stock from voting
their shares. This provision may delay or entirely prevent taking control of us.
Section 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (NRS)
govern the acquisition of a controlling interest. In general, the statutes
provide the corporation and its shareholders protection from attempted hostile
takeovers.

NRS 78.378 permits the corporation to adopt stricter requirements than
those permitted by the Nevada Revised Statutes themselves. We may, either
through our board of directors or by requesting approval from our shareholders,
adopt stricter requirements than those provided by statute in an effort to
discourage a hostile takeover attempt. These requirements could include amending
or restating our articles of incorporation and by-laws or taking such other
action as our board deems appropriate to protect our shareholders and promote
the value of our stock.

NRS 78.379 denies voting rights for control shares except as authorized
by stockholders at the annual or special shareholder's meeting. NRS 78.3792
permits the corporation under certain conditions to redeem the control shares of
an acquiring person at a value equal to the average price paid. NRS 78.3793 may
permit certain minority shareholders to redeem their shares for "fair value"
after an acquisition by an acquiring person. "Fair value" is defined as a value
not less than the highest price paid by the "acquiring person." These provisions
could require us during an acquisition of a controlling interest to purchase

61
<PAGE>

stock, either from acquiring person(s) or certain minority shareholders, when
there is not sufficient capital to fund the required purchase.

Stockholder Action

With respect to any act or action required of or by the holders of our
common stock, the affirmative vote of a majority of the total combined voting
power of all classes of our outstanding common stock, voting together as a
single class, present in person or represented by proxy at a meeting and
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or actions, except as otherwise provided by law or in our Articles
of Incorporation. NRS 78.390 permits our Articles of Incorporation to be amended
if ratified by a majority of the voting power of our stockholders at any
shareholders meeting in which proper notice has been given. Our Articles of
Incorporation require approval of the holders of two-thirds of the issued and
outstanding stock having voting power for certain extraordinary corporate
transactions, such as the sale, conveyance, transfer, exchange or other
disposition of substantially all the property and assets of the corporation.

Indemnification

We will not hold directors and officers personally liable for monetary
damages (including, without limitation, any judgment, amount paid in settlement,
penalty, punitive damages or expense of any nature (including, without
limitation, attorneys' fees and disbursements)) for any action taken or any
failure to take any action, unless:

o the director or officer has breached his or her duty of loyalty to
the corporation or its shareholders;

o the breach or failure to perform constitutes an act or omission
not in good faith or which involves intentional misconduct or a
knowing violation or law; or

o for any transaction from which the director or officer derived
an improper personal benefit.

To the fullest extent permitted by our Articles of Incorporation, Bylaws
and the Nevada Revised Statutes, we will indemnify any person who was, is, or is
threatened to be made, a party to a proceeding by reason of the fact that he or
she:

o is or was our director, officer, employee, or agent; or

o while our director, officer, employee or agent is or was serving
at our request as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or
other enterprise.

Any indemnification of our directors, officers or others pursuant to the
foregoing provisions for liabilities arising under the Securities Act are, in
the opinion of the Commission, against public policy as expressed in the
Securities Act and are unenforceable.

<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

In General

As of July 27, 2000, and excluding 30,000,000 shares of our Class A
common stock, we had 42,482,775 shares of common stock outstanding, of which
13,561,023 shares were freely tradeable without restriction or registration
under the Securities Act and of which 28,921,752 were "restricted securities"
within the meaning of Rule 144 under the Securities Act. Restricted shares set
forth in Appendix A are being registered by the registration statement of which
this prospectus is a part. See "Security Ownership of Certain Beneficial Owners
and Management."

Prior to the date of this prospectus, we had an aggregate of 30,000,000
shares of Class A common stock outstanding, all of which were restricted. Our
Class A common stock will remain restricted until they are either registered or
an exemption from registration is available.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated), including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within any
three-month period commencing 90 days after the date of this prospectus, a
number of shares that does not exceed the greater of:

o 1% of the then outstanding shares of common stock (approximately
shares immediately after this offering); or

o the average weekly trading volume in the shares of common stock
during the four calendar weeks preceding the date on which notice
of such sale is filed, subject to certain restrictions.

A person who is not deemed to have been an affiliate at any time during
the 90 days preceding a sale and who has beneficially owned the shares proposed
to be sold for at least two years would be entitled to sell such shares without
regard to the requirements described above. To the extent that shares were
acquired from an affiliate, the transferee's holding period for the purpose of
effecting a sale under Rule 144 commence on the date of transfer from the
affiliate.

Following this offering, in some circumstances and subject to
conditions, holders of our outstanding shares of common stock may have piggyback
registration rights to require us to register their shares of Class B common
stock under the Securities Act, and if so, they will have rights to participate
in any future registration of securities by us. See "Description of our Capital
Stock."

In any event, although they will otherwise be freely tradeable, any
common stock held by officers, directors and other affiliates, will remain
subject to the volume limitations and other applicable restrictions of Rule 144.
See "Risk Factors - The Future Sale of Shares May Hurt our Market Price."

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<PAGE>

Registration Rights

As was the case in the Sagebrush, Willow, Epilogue, Laser Wireless and
Essentia acquisitions, we anticipate that in order to fund our future
acquisitions we will issue additional restricted common stock in private
transactions and that the holders of the restricted common stock will have
"demand" or "piggy-back" registration rights. "Demand" registration rights
require us to register the restricted common stock at the request or "demand" of
the holder. "Piggyback" registration rights require us to register the holder's
restricted common stock as part of the next registration statement we file with
the SEC. In either case, we'll pay all expenses of the registration statement,
we'll provide each holder of the restricted common stock with a copy of the
prospectus contained in the registration statement, and we'll notify each holder
when the registration becomes effective. Once the registration statement has
become effective, the certificates evidencing the holder's restricted common
stock will be exchanged for free trading certificates. Any exercise of these
registration rights may hinder our efforts to arrange future financings, if
needed, may have an adverse effect on the market price of our common stock, or
both.

SELLING SHAREHOLDERS

Approximately 21,000,000 shares of our common stock registered for sale
under this prospectus will be owned immediately after registration by the
Selling Shareholders. These shares exceed forty-seven percent (47%) of our
outstanding common stock as of the date of this prospectus excluding our Class A
common stock. The remaining 2,000,000 shares of common stock registered for
issuance under this prospectus will be (i) issued from time to time upon the
exercise of outstanding options, warrants or rights, or (ii) issued in
connection with business combination connections.

Appendix A to this prospectus contains certain information known to us
with respect to the beneficial ownership of our common stock as of __________,
2000 by each Selling Shareholder whose stock we are registering under this
prospectus. As we are unable to determine the exact number of shares that
actually will be sold, if any, Appendix A assumes that all of the Selling
Shareholders will sell all of their shares.

Appendix A does not include the names of holders of our common stock
whose shares are already freely tradeable. It also does not include the holder
of our Class A common stock because those shares are not being registered.

PLAN OF DISTRIBUTION

The common stock covered by this prospectus may be offered and sold from
time to time by the Selling Shareholders. The Selling Shareholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale. The Selling Shareholders may sell the common stock being
offered by this prospectus: (i) on the OTC Bulletin Board, or the Nasdaq

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<PAGE>

SmallCap Market, if and when listed, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price; or (ii) in
private sales at negotiated prices directly or through a broker or brokers, who
may act as agent or as principal or by a combination of these methods of sale.
The Selling Shareholders and any underwriter, dealer or agent who participate in
the distribution of those shares may be deemed to be "underwriters" under the
Securities Act, and any discount, commission or concession received by them
might be deemed to be an underwriting discount or commission under the
Securities Act.

Any broker-dealer participating in the sale of the common stock as agent
may receive commissions from the Selling Shareholders (and, if acting as agent
for the purchaser of such shares, from the purchaser). Usual and customary
brokerage fees will be paid by the Selling Shareholders. Broker-dealers may
agree with the Selling Shareholders to sell a specified number of shares at a
stipulated price per share, and, to the extent the broker-dealer is unable to do
so acting as agent for the Selling Shareholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Shareholders. Broker-dealers who acquire shares as principal may
thereafter resell those shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or by a
combination of those methods of sale or otherwise at market prices prevailing at
the time of sale or at negotiated prices, and in connection with those resales
may pay to or receive from the purchasers of those shares commissions computed
as described above.

We have advised the Selling Shareholders that the anti-manipulation
rules under the Securities Exchange Act may apply to sales of the common stock
in the market and to the activities of the Selling Shareholders and their
affiliates. The Selling Shareholders have advised us that during the time the
Selling Shareholders are engaged in the attempt to sell the common stock
registered under this registration statement, they will:

o not engage in any stabilization activity in connection with any
of our securities;

o not bid for or purchase any of our securities or any rights to
acquire our securities, or attempt to induce any person to
purchase any of our securities or rights to acquire our securities
other than as permitted under the Exchange Act;

o not effect any sale or distribution of the common stock until
after the prospectus has been appropriately amended or
supplemented, if required, to set forth the terms thereof; and

o effect all sales of common stock in broker's transactions through
broker-dealers acting as agents, in transactions directly with
market makes, or in privately negotiated transaction where no
broker or other third party (other than the purchaser) is
involved.

The Selling Shareholders may indemnify any broker-dealer that
participates in transactions involving the sale of the common stock against
certain liabilities, including liabilities arising under the Securities Act. Any

65
<PAGE>

commissions paid or any discounts or concessions allowed to any broker-dealers,
and any profits received on the resale of the common stock, may be deemed to be
underwriting discounts and commissions under the Securities Act if any the
broker-dealers purchase shares as principal.

In order to comply with the securities laws of certain states, if
applicable, our common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, our
common stock may not be sold unless it has been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

We have agreed to use our best efforts to maintain the effectiveness of
the registration statement to which this prospectus is a part with respect to
the shares of common stock offered under this prospectus by the Selling
Shareholders until the earlier of the sale of the common stock or two years from
the date of this prospectus. No sales may be made pursuant to this prospectus
after that date unless we amend or supplement this prospectus to indicate that
we have agreed to extend that period of effectiveness. There can be no assurance
that the Selling Shareholders will sell all or any of the shares of common stock
offered by this prospectus.

We estimate that the total expenses to us of this registration will be
approximately $150,000, including SEC and NASD registration fees, EDGAR
expenses, legal and accounting fees and possible printing expenses.

FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain U.S. federal income tax
consequences of the ownership of our common stock, including certain anticipated
U.S. income and estate tax consequences of the ownership and disposition of our
common stock applicable to non-U.S. holders, as defined below. This discussion
does not consider the specific facts and circumstances of holders of our common
stock under the laws of any state, local or foreign taxing jurisdiction. This
discussion is based on the tax laws of the U.S., including the Internal Revenue
Code, as amended to the date hereof, existing and proposed regulations
thereunder, and administrative and judicial interpretation thereof, as currently
in effect. These laws and interpretations are subject to change, possibly on a
retroactive basis.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE
FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS TO THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS TO WHICH YOU
MAY BE SUBJECT.

General

We believe that for federal income tax purposes neither we nor any U.S.
holder will recognize any income, gain or loss as a result of the issuance of
our common stock. You are a "U.S. holder" for U.S. federal income tax purposes
if you are a beneficial owner of common stock and are:

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<PAGE>

o a citizen or resident of the U.S.;

o a corporation, partnership or other entity created or organized
under the laws of the U.S. or any state;

o an estate, the income of which is subject to U.S. federal income
tax without regard to its source;

o a trust, if a court within the U.S. is able to exercise primary
supervision over the administration of the trust and one or more
U.S. persons have the authority to control all substantial
decisions of the trust; or

o subject to certain exceptions, an individual who is present in
the U.S. on at least 31 days in the current calendar year and for
an aggregate of at least 183 days during a three-year period
ending in the current calendar year (counting for such purposes
all of the days present in the current calendar year, one-third
of the days present in the immediately preceding calendar year,
and one-sixth of the days present in the second preceding year).

Certain United States Tax Consequences to Non-U.S. Holders

The following discussion summarizes certain U.S. federal income and
estate tax consequences of the ownership and disposition of our common stock by
"non-U.S. holders." You are a "non-U.S. holder" for U.S. federal income tax
purposes if you are:

o a non-resident alien individual,

o a foreign corporation,

o a foreign partnership, or

o an estate or trust that in either case is not subject to U.S.
federal income tax on a net income basis on income or gain from
common stock.

Dividends

If you are a non-U.S. holder of our common stock, dividends paid to you
are subject to withholding of U.S. federal income tax at a 30% rate or at a
lower rate if so specified in an applicable income tax treaty and certain filing
requirements are met. If, however, the dividends are effectively connected with
your conduct of a trade or business within the U.S., and they are attributable
to a permanent establishment that you maintain in the U.S., if that is required
by an applicable income tax treaty as a condition for subjecting you to U.S.
income tax on a net income basis on such dividends, then these "effectively
connected" dividends generally are not subject to withholding tax provided
certain filing requirements are met. Instead, the effectively connected
dividends are taxed at rates applicable to U.S. citizens, resident aliens and
U.S. corporations.

67
<PAGE>

Effectively connected dividends received by a non-U.S. corporation may,
under certain circumstances, be subject to an additional "branch profits tax" at
a 30% rate or at a lower rate if so specified in an applicable income tax
treaty.

Under currently effective U.S. Treasury regulations, dividends paid to
an address in a foreign country are presumed to be paid to a resident of that
country, unless the payor has knowledge to the contrary, for purposes of making
such dividends subject to the 30% withholding tax discussed above. Under current
interpretations of the U.S. Treasury regulations, the presumption that dividends
paid to an address in a foreign country are paid to a resident of that country,
unless the payor has knowledge to the contrary, also applies for the purposes of
determining whether a lower tax treaty rate applies.

Under U.S. Treasury regulations, which will generally apply to dividends
paid after December 31, 2000 (the "final withholding regulations"), if you claim
the benefit of a lower treaty rate, you must satisfy certain certification
requirements. In addition, in the case of our common stock held by a foreign
partnership, the certification requirements generally will apply to the partners
of the partnership and the partnership must provide certain information,
including a U.S. taxpayer identification number. The final withholding
regulations also provide look-through rules for tiered partnerships.

If you are eligible for a reduced rate of U.S. withholding tax under a
tax treaty, you may obtain a refund of any excess amounts withheld by filing a
refund claim with the IRS.

Gain on Disposition of Common Stock

If you are a non-U.S. holder you generally will not be subject to U.S.
federal income tax on gain recognized on a disposition of our common stock
unless:

o the gain is effectively connected to your conduct of a trade or
business in the U.S. (and the gain is attributable to a permanent
establishment that you maintain in the U.S., if that is required
by an applicable income tax treaty as a condition for subjecting
you to U.S. taxation on a net income basis on gain from the sale
or other disposition of our common stock;

o you are an individual, you hold our common stock as a capital
asset and you are present in the U.S. for 183 or more days in the
taxable year of the sale and certain other conditions exist; or

o we are or have been a "United States real property holding
corporation" for federal income tax purposes and you held,
directly or indirectly, at any time during the five-year period
ending on the date of disposition, more than 5% of our common
stock (and you are not eligible for any treaty exemption).

Effectively connected gains recognized by a corporate non-U.S. holder
may also, under certain circumstances, be subject to an additional "branch
profits tax" at a 30% rate or at a lower rate if so specified in an applicable
income tax treaty.

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<PAGE>

We have not been, are not, and do not anticipate becoming a "United
States real property holding corporation" for federal income tax purposes.

Federal Estate Taxes

Our common stock held by a non-U.S. holder at the time of death, or by
certain trusts benefiting the non-U.S. holder as to which no U.S. person has
certain rights or powers will be included in the holder's gross estate for U.S.
federal estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

Information Reporting and Backup Withholding

In general, U.S. information reporting requirements and backup
withholding tax will not apply to dividends paid to you if you are either:

o subject to the 30% withholding tax discussed above;

o not subject to the 30% withholding tax because an applicable tax
treaty reduces or eliminates such withholding tax;

o not subject to the 30% withholding tax discussed above for the
reason that the dividends are effectively connected with your
conduct of a trade or business within the U.S.; or

o not subject to the 30% withholding tax pursuant to U.S. Treasury
regulations providing relief from undue administrative burden,

although dividend payments to you will be reported for purposes of the
withholding tax (see "--Dividends" above). If you do not meet any of the above
requirements for exemption and you fail to provide certain information
(including your U.S. taxpayer identification number) or otherwise establish your
status as an "exempt recipient," you may be subject to backup withholding of
U.S. federal income tax at a rate of 31% on dividends paid with respect to our
common stock.

Under current law, the payor may generally treat dividends paid to a
payee with a foreign address as exempt from backup withholding and information
reporting unless the payor has definite knowledge that the payee is a U.S.
person. However, under the final withholding regulations, dividend payments
generally will be subject to information reporting and backup withholding unless
certain certification requirements are met. (See the discussion under
"--Dividends" for the rules applicable to foreign partnerships under the final
withholding regulations.)

U.S. information reporting and backup withholding requirements generally
will not apply to a payment of the proceeds of a sale of common stock made
outside the U.S. through an office outside the U.S. of a non-U.S. broker.
However, U.S. information reporting, but not backup withholding, will apply to a
payment made outside the U.S. of the proceeds of a sale of our common stock
through an office outside the U.S. of a broker that:

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<PAGE>

o is a U.S. person;

o derives 50% or more of its gross income for certain periods from
the conduct of a trade or business in the U.S.;

o is a "controlled foreign corporation" as to the U.S.; or

o with respect to payments made after December 31, 2000, is a
foreign partnership, if at any time during its tax year;

o one or more of its partners are U.S. persons, as defined in the
U.S. Treasury regulation, who in the aggregate hold more than 50%
of the income or capital interest in the partnership; or

o such foreign partnership is engaged in a U.S. trade or business,
unless the broker has documentary evidence in its records that
the holder or beneficial owner is a non-U.S. person or otherwise
establishes an exemption.

Payment of the proceeds of a sale of our common stock to or through a
U.S. office of a broker is subject to both U.S. backup withholding and
information reporting unless the holder certifies its non-U.S. status under
penalty of perjury or otherwise establishes an exemption.

A non-U.S. holder generally may obtain a refund of any excess amounts
withhold under the backup withholding rules by filing a refund claim with the
IRS.

LEGAL PROCEEDINGS

Other than the following matters, we and our subsidiaries aren't parties
to any pending legal proceeding, we don't know of any threatened litigation to
which we or our subsidiaries may be made a party which we believe would have a
material adverse effect on us, our subsidiaries, or our business, and we don't
know of any proceedings that are contemplated against us or our subsidiaries by
governmental authorities or other parties:

o NextPath and its former President, James R. Ladd, are two of the
named defendants in the case of Tim McMurray vs. James R. Ladd,
Robert Wehle et al., District Court of Dallas County, Texas (No.
00-00170) filed January 10, 2000. The action alleges tortious
interference with existing and/or potential business relations,
civil conspiracy, and negligence and also seeks injunctive
relief. We believe that this action is wholly without merit and
intend to vigorously defend it.

o On January 11, 2000, NextPath Technologies, Inc. received a copy
of the SEC's December 20, 1999 Order Directing Private
Investigation In the Matter of NextPath Technologies, Inc. (the
"Order"). The Order is a confidential document directing a non-
public investigation. While the Order is not available to the
public, it appears to focus on the increase in the trading price
of our common stock during the last six months of 1999. We have
advised the SEC that we intend to fully cooperate with its staff
as it conducts its investigation. In the meantime, we intend to
continue to execute our business plan and to pursue, negotiate,
and close acquisitions, joint ventures and other strategic
alliances which we believe will allow us and our subsidiaries to
become significant participants in a number of rapidly expanding
technology market sectors and which we believe will result in
increases in our revenues and profitability and the enhancement
of shareholder value.

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<PAGE>

o NextPath is a named defendant in the case of Blueigloo, Inc. and
Smart Mart, Inc. vs. NextPath Technologies, Inc., James Ladd et
al., Case No. 99-6940-D in the District Court, 95th Judicial
District, Dallas County, Texas. The action alleges tortious
interference with business. We believe this action is wholly
without merit and we intend to vigorously defend it.

o NextPath is the plaintiff in the case of NextPath Technologies,
Inc. vs. Benjamin A. Dunn, Case No. CIV-00-0905-W in the United
States District Court, Western District of Oklahoma. This
action is for breach of contract.

LEGAL MATTERS

Certain legal matters with respect to the validity of our common stock
offered under this prospectus are being passed upon for us by McKinney &
Stringer, a Professional Corporation, Oklahoma City, Oklahoma.

On June 9, 2000, McKinney & Stringer was granted options to purchase
200,000 shares of our common stock at an exercise price of $.01 per share. The
options were granted in recognition of the efforts of McKinney & Stringer on our
behalf in 1999 and not in any way in conjunction with the preparation of the
registration statement to which this prospectus is a part.

EXPERTS

The consolidated balance sheets of NextPath Technologies, Inc. and its
subsidiaries as of December 31, 1997, December 31, 1998 and December 31, 1999,
and the related consolidated statements of operations, stockholders' deficit and
cash flows for each of the three years in the period ended December 31, 1999
including in this prospectus have been audited by Crouch, Bierwolf & Chisholm,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

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<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement under the Securities Act with
respect to the sale of our common stock offered by this prospectus.

The registration statement, including the attached exhibits and
schedules, that we filed with the Securities and Exchange Commission contains
additional information about us and our common stock. The rules and regulations
of the Commission allow us to omit certain information included in the
registration statement from this prospectus.

In addition, we file reports and other information with the Commission
under the Exchange Act. You may read and copy this information at the following
locations of the Commission:

Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, DC 20549 New York, NY 10048 Suite 1400
Chicago, IL 60010

You may also obtain copies of this information by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. Further information on the
operation of the Commission's Public Reference Room in Washington, D.C. can be
obtained by calling the Commission at 1-800-SEC-0300.

The Commission also maintains an Internet world wide web site that
contains reports, proxy statements and other information about issuers, such as
us, who file electronically with the Commission. The address of that site is
http:\\www.sec.gov.

You should rely only on the information contained in this prospectus. We
have not authorized anyone to give any information or make any representation
about us or this offering that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated into this document. Therefore, if anyone does give you information
of this sort, you should not rely on it. If you are in a jurisdiction where
offers to sell, or solicitation of offers to buy, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this document does not
extend to you.

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INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS OF NEXTPATH TECHNOLOGIES, INC. AND SUBSIDIARIES

Page
Number
------

Consolidated Balance Sheets - December 31, 1999 & 1998................... F-4
Consolidated Statements of Operations - Years Ended December 31, 1998
& 1998................................................................. F-5
Consolidated Statements of Stockholders' Equity - Years Ended
December 31, 1999 & 1998............................................... F-6
Consolidated Statement of Cash Flows - Years ended December 31, 1999
& 1998................................................................ F-7
Notes to Consolidated Financial Statements - December 31, 1999.....F-8 - F-19
Consolidated Balance Sheets - March 31, 2000............................. F-20
Consolidated Statement of Operations - Three Months Ended March 31, 2000
& 1999................................................................. F-21
Consoidated Statement of Cash Flows - Three Months ended March 31, 2000
& 1999................................................................. F-22

Schedules
---------

All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

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<PAGE>

NextPath Technologies, Inc.
Consolidated Balance Sheets

Assets
<TABLE>
<CAPTION>

December 31, December 31,
1999 1998
------------- ------------

Current assets
<S> <C> <C>
Cash $ 658,837 $ -
Accounts receivable (net of allowance
Of $41,480) 282,051 -
Inventory 138,057 -
Prepaid expenses 42,674 -
Advances to shareholders 6,487 -
Advances & notes receivable (net of
allowance of $1,235,075)(Note 12) 3,260,161 -
---------- ---------
Total Current Assets 4,388,267 -
---------- ---------

Property & Equipment, Net (Note 3) 535,179 3,359
---------- ---------

Other Assets
Investments (Note 9) 2,600,000 -
Goodwill (Note 1) 17,883,754 -
Deposits 4,250 -
---------- ---------
Total Other Assets 20,488,004 -
---------- ---------
Total Assets $25,411,450 $ 3,359
========== =========

Liabilities and Stockholders' Equity

Current Liabilities
Bank overdraft - 5,397
Accounts payable 384,148 40,904
Accrued expenses 192,654 -
Deferred taxes (Note 1) 14,882 -
Notes payable (Note 7) 19,950 -
Notes payable - related party (Note 8) 3,435,919 68,650
---------- ---------
Total Current Liabilities 4,047,553 114,951

Stockholders' Equity
Common Stock, authorized
100,000,000 shares of $.001 par value,
issued and outstanding 37,136,430 and
8,356,843 shares, respectively 37,136 8,357

Additional Paid in Capital 58,623,056 408,193
Deficit Accumulated During the
Development Stage (37,296,295) (528,142)
---------- --------
Total Stockholders' Equity 21,363,897 (111,592)
---------- ---------
Total Liabilities and Stockholders' Equity $25,411,450 $ 3,359
</TABLE>

The accompanying notes are an integral part of these financial statements

F-4
<PAGE>

NextPath Technologies, Inc.
Consolidated Statements of Operations
<TABLE>
<CAPTION>

From inception
On June 27,
For the Year Ended 1997 through
December 31, December 31,
1999 1998 1997
------------ ------------ -------------

<S> <C> <C> <C>
Revenues: $ 356,157 $ - $ -

Cost of Goods 235,788 - -
------------ ------------ ------------

Gross Profit 120,369 - -

Expenses:

General and administrative 3,830,344 528,142 -
Consulting 25,309,111 - -
Research & Development 2,334,392 - -
Bad Debt 1,605,110 - -
------------- ------------ ------------
Total Expenses 33,078,957 528,142 -
------------- ------------ ------------

Net Loss from Operations (32,958,588) - -

Other Income/(Expense)

Interest Income 5,982 - -
Dividend Income 16,813 - -
Loss on Investments (3,832,360) - -
------------- ------------ ------------

Net Loss $(36,768,153) $ (528,142) $ -
============= ============ ============

Net Loss Per Share $ (2.22) $ (.069) $ (.000)
============= ============ ============

Weighted average shares
outstanding 16,563,039 7,633,925 1,500
============= ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-5
<PAGE>

NextPath Technologies, Inc.
Consolidated Statement of Stockholders' Equity

<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount capital Stage
----------- -------- ----------- -------------

<S> <C> <C> <C> <C>
Common stock, issued to organizers for cash 1,500 $ 2 $ 98 $ -
----------- -------- ----------- -------------
Net loss for the year ended December 31, 1997
Balance, December 31, 1997 1,500 2 98 -

Reverse acquisition for accounting purposes
of Compact Power International, Inc. 5,883,543 5,883 (5,883) -

Stock issued for cash in 504 offering 2,256,800 2,257 381,943 -

Stock issued for Services 215,000 215 32,035 -

Net loss for the year ended December 31, 1998 (528,142)
----------- -------- ----------- -------------
Balance, December 31, 1998 8,356,843 8,357 408,193 (528,142)

Stock issued for cash at $.20 per share in 504 offering 1,000,000 1,000 199,000 -

Stock issued for consulting services at $.40 per share 150,000 150 59,850 -

Stock issued for consulting at $.91875 per share 22,192,188 22,192 20,375,480 -

Stock issued for services at $1.575 per share 60,000 60 94,440 -

Stock issued for option exercised at $.75 per share 600,000 600 449,400 -

Stock issued for employees compensation at
$4.22 per share 180,000 180 1,934,436 -

Stock issued for licenses at $4.22 per share 500,000 500 2,109,500 -

Stock issued for advances at $4.79 per share 800,000 800 3,822,560 -

Stock issued for Laser Wireless acquisition 400,000 400 (400) -

Stock issued for Willow merger 650,000 650 4,947,020 -

Stock issued for cash in Reg S offering at
$9-12 per share 1,341,399 1,341 13,112,845 -

Stock issued for services at $11.81 per share 6,000 6 70,869 -

Stock issued for Sagebrush acquisition 600,000 600 6,540,900 -

Stock issued for Services at $15.22 per share 300,000 300 4,567,200 -

Offering costs - - (68,237) -

Net loss for the year ended December 31, 1999 - - - (36,768,153)
---------- --------- ----------- -------------

Balance, December 31, 1999 37,136,430 $37,136 $58,623,056 $(37,296,295)
========== ========= =========== =============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-6
<PAGE>

NextPath Technologies, Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

For the Year
ended
December 31,
1999 1998 1997
------------- ----------- ------------
Cash Flows form Operating Activities

<S> <C> <C> <C>
Net loss $(36,768,153 $ (528,142) $ -
Adjustments to reconcile
net loss to net cash
provided by operations:
Depreciation & Amortization 367,324 57 -
Bad Debt 1,680,110 - -
Stock issued for services 27,131,564 32,250 -
Loss on Investments 3,823,360 - -
Stock issued for R & D expenses 2,109,999 - -
Increase/(Decrease) in
assets/liabilities
(net of acquisitions)
Accounts receivable 11,483 - -
Inventory (23,010) - -
Prepaids (28,270) - -
Accounts payable 109,021 40,904 -
Accrueds 20,404 - -
Deferred taxes 572 - -
Bank overdrafts - 5,397 -
---------- -------- -----

Net Cash (Used) Provided by
Operating Activities (1,565,596) (449,534) -
---------- ------- -----

Cash Flows from Investment Activities:

Cash paid for advances & notes
receivable (6,498,177) - -
Cash paid for purchase of
fixed assets (2)1,061 - -
Cash paid for investments (7,816,473) - -
Cash acquired from subsidiary 268,540 (3,416) -
---------- ------- -----

Net Cash (Used) Provided by
Investing Activities (14,257,171) (3,416) -
---------- ------- -----

Cash Flows from Financing Activities:

Cash received from debt financing 5,012,854 - -
Cash received from stock issuance 13,764,186 - -
Cash paid for offering costs (68,236) - -
Cash paid for long term debt (2,227,200) - -
Issued common stock for cash - 384,200 100
Increase in notes payable -
related party - 68,650 -
---------- ------- -----
Net Cash (Used) Provided by
Financing Activities 16,481,604 482,850 100
---------- ------- -----

Net increase (decrease) in cash 658,837 (100) 100

Cash, beginning of year - 100 -
---------- ------- -----

Cash, end of year $ 658,837 $ - $ 100
========== ======= =====
</TABLE>

The accompanying notes are an integral part of these financial statements

F-7
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies

a. Organization

NextPath Technologies, Inc. (formerly Hyperion Technologies,
Inc.)(the Company) was incorporated on March 23, 1984 as Petrogenetics,
Inc. a Colorado Corporation organized to engage in mining and oil
production. The Company raised $100,000 in a public offering in 1984 and
acquired various properties and investments. In 1986, the Company became
inactive and all assets became worthless. In 1990, the Company settled
all debts of the Company with the issuance of common stock. On May 8,
1997 the Company merged with FSC Holdings, Inc. (FSC) a Nevada
corporation, wherein FCS became the surviving corporation. On January
19, 1998 the Company engaged in a share exchange with Compact Power
International, Inc ("Compact"), and changed its name to Hyperion
Technologies, Inc. The share exchange with Compact, a Delaware
corporation organized on June 27, 1997, was accounted for as a reverse
acquisition. Due to accounting for the acquisition of Compact as a
reverse acquisition, the 1997 historical financial information presented
herein is that of Compact (the acquirer for accounting purposes) and
stockholders equity was retroactively restated for the equivalent number
of shares issued after giving effect to the difference in par value.
Hyperion issued 5,800,000 common shares for 100 percent of the
outstanding stock of Compact. On July 22, 1999, the Company changed
it's name to NextPath Technologies, Inc. The Company has never had any
operations and is in the development stage according to Financial
Accounting Standards Board Statement No. 7. The Company is currently
engaged in the development and acquisition of new technologies in high
growth market sectors.

On November 11, 1999 Epilogue Corporation ("Epilogue"), an inactive
Delaware corporation with no assets or liabilities, merged with NextPath
Technologies, Inc., a Nevada corporation. All the outstanding shares of
common stock of Epilogue were exchanged for 150,000 shares of common
stock of NextPath in a transaction in which NextPath was the surviving
company. Prior to the merger, Epilogue had 5,000,000 shares of common
stock outstanding. The merger was treated as a domicile merger and
therefore, no goodwill was recorded nor was any value associated with
the merger, or the stock issuance. The net equity of Epilogue was $0.

The Company acquired three companies in 1999: Laser Wireless, Inc. on
October 18, 1999, Willow Systems, Inc. on November 2, 1999, and
Sagebrush Technology, Inc. on December 14, 1999.

Laser Wireless, Inc. - Laser Wireless, Inc. ("Laser"), a Pennsylvania
company, designs and manufactures a wireless laser communication
technology which can transmit video, voice, and data through the
atmosphere on a beam of light for distances up to 2.5 kilometers. This
capability offers a solution for private communications where a leased
line cannot be used such as property separated by physical barriers
(rivers, highways, parking lots, etc.) which prevent the use of
conventional cables.

Willow Systems, Inc. - Willow Systems, Inc. ("Willow"), a Delaware
corporation, is an advanced technology company providing custom
real-time motion control and electronic solutions which expertise
includes gimbals (positioning devices), camera and electro-optical
system design, embedded software development, and system engineering and
development. Willow's technologies have potential application in a wide
range of businesses.

Sagebrush Technology, Inc. - Sagebrush Technology, Inc. ("Sagebrush"), a
Delaware corporation, was established on April 4, 1991. Sagebrush is
engaged in the business of designing, developing, manufacturing, and
marketing positioning devices (gimbals and antenna positioners) based
primarily on its patented and proprietary Roto-Lok(R) rotary drive
technology.

F-8
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies (continued)

b. Accounting Method

The Company recognizes income and expense on the accrual basis of
accounting.

c. Earnings (Loss) Per Share

The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the
financial statements. Fully diluted earnings per share has not been
presented because it is anti-dilutive. 1,000,000 potentially issuable
common shares from options outstanding were excluded from the
calculation because their effect were anti-dilutive.

d. Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents. The balance of NextPaths
money market account was in excess of $100,000, leaving $155,000 at
risk.

Willow Systems, Inc. The balance of the Company's general checking
account was in excess of $100,000 as of December 31, 1999. The Federal
Deposit Insurance Corporation insures all bank accounts up to $100,000.
Management believes its exposure to loss is minimal considering only the
amounts in excess of $100,000 are at risk and the depository bank is a
well established national bank and one of the nation's largest financial
institutions.

e. Provision for Income Taxes

No provision for income taxes has been recorded due to net
operating loss carryforwards totaling approximately $37,296,000 that
will be offset against future taxable income. These NOL carryforwards
begin to expire in the year 2013. Management believes a portion of
these NOL carryforwards will be realized this year, however, no taxable
income has yet been generated and not tax asset has been recorded.

Deferred tax assets and the valuation account is as follows at
December 31, 1999 and 1998.
<TABLE>
<CAPTION>

1999 1998 1997
------------ ---------- ----------
Deferred tax asset:
<S> <C> <C> <C>
NOL carrryforward $12,680,000 $ 179,568 $ -

Valuation allowance (12,680,000) (179,568) -
------------ ---------- ----------

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

Willow Systems, Inc. Income taxes are provided for tax effect of
transactions reported in financial statements and consists of taxes
currently due plus deferred taxes. Deferred taxes arise primarily from
differences between the use of accelerated methods of depreciation for
tax purposes and straight-line methods for financial purposes. As of
December 31, 1999, the Company had a net operating carryforward of
approximately $580,000 the effect of which more than offsets the timing
differences between the reporting of book and tax depreciation,
therefore, no deferred income tax liability was reflected on the Company
books as of December 31, 1999.

F-9
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies (continued)

Sagebrush Technology, Inc. For federal and state income tax purposes,
Sagebrush taxed as an S corporation during the period January 1, 1999
through December 13, 1999, thereafter its activity will be reported as
part of NextPath's consolidated returns. Income tax expense includes
deferred taxes rising from temporary timing differences between income
for financial reporting purposes and income tax reporting purposes. This
difference consists primarily of the difference between book and tax
depreciation as of December 14, 1999, the date the Company's subchapter
S election was terminated.

F. Research and Development Costs

Research and development costs are expensed as incurred. During the
fiscal year ended December 31, 1999, the Company incurred $2,334,392 in
research and development costs.

G. Patent

Sagebrush Technology, Inc. On April 21, 1992, the president of Sagebrush
was issued a United States Patent Number 5,105,672 for a Rotary Drive
Apparatus Having One Member With Smooth Outer Peripheral Surface. The
technology contained in this patent is utilized by Sagebrush in the
manufacture of the Company's gimbal product. Sagebrush incurred royalty
expense to the president of approximately $85,659 during the fiscal year
ended December 31, 1999, for the use of this technology.

H. Use of estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting
period. In these financial statements, assets involve extensive reliance
on management's estimates. Actual results could differ from those
estimates.

I. Impairment of Long Lived Assets

Fixed assets are evaluated annually by management and if impaired are
written down to the fair market value.

J. Goodwill

The Company recorded goodwill of $18,243,554 in connection with the
acquisitions of it's subsidiaries. Goodwill is being amortized over a
five year life, and amortization expense for 1999 was $359,800.

NOTE 2 - Going Concern

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has had
significant losses for the year and is dependent upon financing or
raising capital to continue operations. The Company may be unable to
raise funds from the public sector, or from private investors. The
Company has large advances and investments in start up companies, the
realization of these assets are uncertain. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to market the technology of its
subsidiaries, and generate necessary revenues from that source.

F-10
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

Sagebrush Technology, Inc. The accompanying financial statements have
been prepared in conformity with generally accepted accounting
principles, which contemplates continuation of the Company as a going
concern. However, the Company has sustained a substantial operating loss
during the current year. In addition, the company has used substantial
amounts of working capital in its operations. Further, at December
31,1999, current liabilities exceed current assets by $872,303 and total
liabilities exceed total assets by $582,367.

In view of the matters, realization of major portion of the assets in
the accompanying balance sheet is dependent upon continued operations of
the Company and the success of its future operations. Management
believes that actions presently being taken to revise the Company's
operating requirements provide the opportunity for the Company to
continue as a going concern.

NOTE 3 - Property and Equipment

Property and Equipment consists of the following at December 31,
1999 and 1998:

<TABLE>
<CAPTION>
December 31,
1999 1998 1997
---------- -------- -------

<S> <C> <C> <C>
Equipment $ 509,676 $ - $ -
Furniture & Fixtures 100,515 - -
Computer Equipment 111,159 3,416 -
Leasehold Improvement 4,018 - -
Accumulated Depreciation (190,189) (57) -
---------- -------- -------
Total Property & Equipment $ 535,179 $ 3,359 $ -
========== ======== =======
</TABLE>

Depreciation expense for the years ended December 31, 1999, 1998 and
1997 was $2,150, $57 and $0, respectively.

NOTE 4 - Related Party Transactions

NextPath. All expenses incurred in organizing Compact and other
incidental expenses were paid for by Compacts founders. These founders
have waived any claim for reimbursements for these expenses, thus no
expenses have been recorded on the books of the Company prior to
December 31, 1997.

A family member of James Ladd, the former president of the Company
loaned the Company $732,700 and $57,800 during the year ended December
31, 1999 and 1998, respectively. The Company made payments toward the
loan of $6,000 and $42,100, respectively. The note is non-interest
bearing, unsecured, and upon demand. The balance of the note at December
31,1999 and 1998 is $725,700 and $15,700, respectively.

A shareholder loaned the Company $8,000 during the year ended
December 31, 1998. The note is non-interest bearing, unsecured, and due
within one year. The balance of the note at December 31, 1999 and 1998
is $0 and $8,000, respectively.

The president of the Company owns stock in a corporation that
loaned the Company $25,000 during the year ended December 31, 1998. The
note is non-interest bearing, unsecured, and due within one year. The
balance of the note at December 31, 1999 and 1998 is $0 and $25,000,
respectively.

F-11
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

NOTE 4 - Related Party Transactions (continued)

A shareholder loaned the Company $19,950 during the year ended
December 31, 1998. The note is non-interest bearing, unsecured, and due
within one year. The balance of the note at December 31, 1999 and 1998
is $19,950.

The Company purchased a license from Needful Provision for the
issuance of license agreement. Needful Provision is a 501(c)3
charity, whose director is David Nuttle, an officer of the Company. The
Company advanced $95,000 in cash and issued 500,000 shares of stock
valued at $2,110,000. The license is month to month, therefore no rights
exist if the monthly contributions for research and development ceases.
Management therefore determined there to be no future value in the
license and expensed the entire amount to Research and Development.
Needful Provision is in the development of Bio-diesel fuels with
Oklahoma State University.

Laser Wireless, Inc. On October 18, 1999, Laser entered into an
employment agreement with a shareholder for a period of five years and
ensures the employee, among other items, of an annual salary, vacation
and an automobile allowance.

As of December 31, 1999, Laser had advances due to affiliated companies
and individuals as follows:
Advances from Nextpath shareholder $ 417,500
Advances from Nextpath affiliate $25,000

Willow Systems, Inc. On November 2, 1999, Willow issued approximately 47
shares of its no par value common stock to two employees of Willow as an
agreed condition of employment between Willow and the employees. No cash
consideration was given by the employees of the stock.

As of December 31,1999, Willow had advances due to affiliated companies
and individuals as follows:
Advances from Nextpath shareholder $ 114,550

During the year ended December 31, 1999, Willow had sales to Sagebrush
Technologies, Inc. totaling $305,911 of which $145,637 remained unpaid
as of December 31, 1999.

On November 2, 1999, Willow entered into an employment agreements with
the three shareholders for a period of five years and ensures the
employees, among other items, of an annual salary, vacation and an
automobile allowance.

On November 2, 1999, Willow purchased two-thirds ownership in Reflex LLC
(Reflex), a New Mexico limited liability company engaged in the business
of stabilized camera systems from two of Willow's shareholders for
$1,000. Reflex thereby became a wholly owned subsidiary of Willow since
the Company already owned one-third of Reflex before the purchase.
Reflex is a holding company that currently owns 15% of Cineflex, a
California corporation. The ownership of Cineflex by Reflex will
increase to 20% upon successful completion of contracted work. At the
time of purchase, Reflex had no operating agreement or operating
history.

On November 2, 1999, Willow purchased NextWave Photonics LLC, a Florida
limited liability company, engaged in the business of designing and
marketing fiber optic switching and other fiber optic technology from
two of Willow's shareholders for $1,000. At the time of purchase,
Nextwave had no operating history.

F-12
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

Sagebrush Technology, Inc. On December 14, 1999 Sagebrush entered into a
consulting agreement with one of the Company's stockholders for a period
of three years and ensures the stockholder, among other things,
compensation, additional shares of NextPath stock and reimbursement for
out-of-pocket expenses.

NOTE 4 - Related Party Transactions (continued)

On December 14,1999, Sagebrush entered into an employment agreement with
one of the Company's stockholders for a period of five years and
ensures, the employee, among other items, of an annual salary, vacation
and an automobile allowance.

As of December 31,1999, Willow had advances due to affiliated companies
and individuals as follows:
Advances from Nextpath shareholder $ 312,500

For the year ended December 31, 1999, the Company incurred obligations
for royalty payments to its former owner in the amount of $85,659 of
which $60,000 remained unpaid as of December 31,1999.

For the year ended December 31, 1999, the Company received billings for
services rendered from Willow Systems, Inc., an affiliated company,
totaling of $305,911 of which $145,637 was still outstanding as of
December 31, 1999.

NOTE 5 - Equity

During 1998, the Company issued 5,800,000 shares of common stock for
100 percent of the outstanding stock of Compact Power International,
Inc. However, these financial statements show an adjustment to bring the
shares from Compact's history to NextPath's issued and outstanding
shares.

During 1998, the Company issued 2,256,800 shares of common stock for
cash of $384,200.

During 1998, the Company issued 215,000 shares of common stock for
services valued at $32,250.

During 1999, the Company issued approximately 22,708,000 shares of
common stock to various individuals or companies for consulting services
valued at between $.40 and $15.22 per share. Several of these consulting
agreements were authorized by the Board of Directors during 1998, but no
shares were issued until 1999. Of the shares issued for services,
approximately 6,000,000 shares were issued without the approval of the
Board of Directors, but were issued due to the request of two previous
directors of the Company. Both directors resigned from the company in
March 2000. Although these shares were to be issued in 1998 as
restricted shares, the prior directors had the shares issued to many
individuals whom they sold stock to for cash. They then loaned the funds
to the Company for continued expansion. Outstanding payables to one of
these individuals at December 31, 1999 totals 1,618,979. The other owes
the Company 695,237. Advances also came through a family member of the
president and the balance is 725,700 at December 31, 1999. A contingency
may exist for this transaction. (See Note 6).

During March 1999, the Company sold 1,000,000 shares of stock in a 504
exempt offering for $200,000 cash.

F-13
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

In November and December, the Company sold 1,341,399 shares of stock
through a regulation S offering. The Company raised approximately
$13,100,000 from this offering.

The Company also issued 600,000 shares or cash of $450,000 from the
exercise of outstanding options issued in 1998.

NOTE 5 - Equity (continued)

The Company issued 180,000 shares to three employees of the Company for
bonuses valued at $1,934,616.

The Company issued 500,000 shares for a license with Needful Provision,
a related party, valued at $2,110,000.

The Company issued 800,000 shares in contemplation of a merger with
Primedium, LLC. The cash due on the acquisition was never issued and the
advance of stock was expensed. The shares were valued at $3,832,360.
Management has not determined whether to continue negotiations with
Primedium at this time.

In October 1999, the Company issued 400,000 shares and cash for the
acquisition of Laser Wireless, Inc. The 400,000 shares were to the
employees of Laser and vest in five years. The Company issued the
stock, but is holding the shares until they vest, therefore no value was
placed on these shares, and will be valued if issued in the future.

In November 1999, the Company issued 650,000 shares to the shareholders
of Willow Systems, Inc. for the merger of this subsidiary. The shares
were valued at $4,947,670.

In December 1999, the Company issued 600,000 shares for the acquisition
of Sagebrush Technology, Inc. The shares were valued at $6,541,500.

F-14
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

NOTE 6 - Commitments and Contingencies

NextPath and its subsidiaries lease office space and various equipment
under noncancelable operating leases expiring in various years as
follows:

NextPath: Leases expire in various years through 2003.

Minimum future rental payments under noncancelable operating leases
having remaining terms in excess of one year as of December 31, 1999 for
each of the next five years and in the aggregate are
<TABLE>

<S> <C>
2000 $ 119,930
2001 112,380
2002 98,580
2003 1,965
2004 -
----------------

Total minimum future rental payments $ 332,855
</TABLE>

Total rental expense was $120,406 for the year ended December 31, 1999.

NOTE 6 - Commitment and Contingencies (continued)

Certain operating leases provide for renewal, and/or purchase options.
Generally, purchase options are at prices representing the expected fair
market value of the property at the expiration of the lease term, if not
before.

Laser Wireless: Leases expire in various years through 2004.

Total minimum future rental payments $ 199,111
</TABLE>

F-15
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

Willow Systems: Leases expire in various years through 2001.

Total minimum future rental payments $ 88,000
</TABLE>

In addition to the noncancelable operating leases, the Company also is
verbally committed to lease additional office space in Albuquerque, New
Mexico and Largo, Florida on a month-to-month basis.

Sagebrush Technology: Leases expire in various years through 2001.

Total minimum future rental payments $ 84,950
</TABLE>

Laser Wireless, Inc. In April of 1999, NextPath was placed on notice
that two of the Company's key employees may have used assets, databases
and possible technology during their employment with an unrelated
company for purposes of setting up Laser Wireless, Inc. Furthermore, it
was contended that the actions of these two employees may have
contributed to the closing of this unrelated company. As of the date of
this report, no actions have been filed on these claims. Management
believes these claims are without merit. As of December 31, 1999, no
accrual has been made on the Company's books for any potential liability
related to this notice.

The Company and its former President, James R. Ladd, are two of the
named defendants in an action that alleges tortious interference with
existing and/or potential business relations, civil conspiracy, and
negligence and also seeks injunctive relief. The Company and its
attorney feel this action is wholly without merit. Counsel feels the
likelihood of an unfavorable outcome in such action is little to none.

The U. S. Securities and Exchange Commission (the "Commission") issued a
confidential formal order of investigation in December, 1999 concerning
the Company's public statements regarding its corporate acquisitions and
other business transactions, and regarding the possibility of a
manipulation of the price or volume of its common stock in the over-the-
counter market, and may include additional matters such as the failure
to register its securities under the Securities Act of 1933 and other
issues. The Commission has issued subpoenas for documents to the
Company, its subsidiaries, its affiliates, and other companies and
individuals associated with the Company. The Commission has also issued
subpoenas for testimony to certain directors, officers, and other
persons associated with the Company. In addition, the Commission has
conducted informal telephone interviews with companies and persons who
have conducted business with the Company, including, but not limited to,
certain customers, suppliers, contractors, consultants and investors,
and others. The investigation by the Commission appears to be
continuing. The Commission has not initiated or filed any civil or
administrative proceedings against the Company or any person associated
with the Company. The Commission has the statutory authority under the
Securities Act of 1933 and Securities Exchange Act of 1934 to seek an
injunction and ancillary statutory and equitable remedies, including,
but not limited to, disgorgement and civil penalties regarding amounts
realized by the Company in violation of the federal securities laws.
Because no civil or administrative action has been commenced by the
Commission and no specific allegations have been asserted by the
Commission, it is not possible to reasonably estimate any potential
liability in connection with this contingency.

NOTE 7 - Notes Payable - Related Party

Notes payable - related party are detailed as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
---------- --------
Note payable to a family member of the
president of the Company, non-interest
bearing, due within one year and
<S> <C> <C>
unsecured $1,570,250 $15,700

Note payable to a shareholder of the
Company, non-interest bearing, due
within one year and unsecured - 8,000
</TABLE>

F-16
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998
<TABLE>

Note payable to a related party corporation,
non-interest bearing, due within one year
<S> <C> <C>
and unsecured - 25,000

Note payable to a shareholder of the
Company, non-interest bearing, due
upon demand 1,618,979 -

Notes payable to affiliates of the Company
From subsidiaries 246,690 -

Note payable to a shareholder of the
Company, non-interest bearing, due
within one year and unsecured 19,950 19,950
----------- --------

Total Notes Payable- Related Party $3,455,869 $68,650
=========== ========
</TABLE>

NOTE 8 - Stock Option

At January 1999, the Company had outstanding options to purchase
1,000,000 shares of it's common stock at a price of $2.0 per share. The
option was exercised in February 2000.

NOTE 9 - Investments

Securities investments note classified as either held-to-maturity or
trading securities are classified as available-for-sale securities.
Available-for-sale securities are recorded at the fair value of the
investments and are classified as other assets on the balance sheet,
with the change in fair value during the period excluded from earnings
and recorded net of tax as a component of other comprehensive income.

Investments in securities are summarized as follows at December 31,
1999:
<TABLE>
<CAPTION>

Gross Gross
Unrealized Unrealized Fair
Gain Loss Value
---------- ---------- -----------
Available-for-sale securities
<S> <C> <C> <C>
Common Stock $ - $ - $ 100,000
Preferred Stock - - 2,500,000
---------- ---------- -----------

$ - $ - $2,600,000
========== ========== ===========
</TABLE>

NOTE 10 - Fair Values of Financial Instruments

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS
No. 107, "Disclosure about Fair Value of Financial Instruments".
The carrying amounts and fair value of the Company's financial
instruments at December 31,1999 and 1998 are as follows:

F-17
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998
<TABLE>
<CAPTION>

December 31, 1999 December 31, 1998
------------------------ ------------------
Carrying Fair Carrying Fair
Amounts Values Amounts Values
---------- ----------- -------- -------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 658,837 $ 658,837 $ - $ -

Notes and advances receivable 3,260,161 3,359,197 - -

Long-term debt including
current maturities 2,475,629 2,196,995 68,650 68,650

Investments 2,600,000 2,600,000 - -
</TABLE>

NOTE 10 - Fair Values of Financial Instruments (continued)

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

Cash and Cash Equivalents

The carrying amounts reported on the balance sheet for cash and cash
equivalents approximate their fair value.

Long-term Debt

The fair values of long-term debt are estimated using discounted cash
flow analyses based on the Company's incremental borrowing rate as
the discount rate.

Notes and Advances Receivables and Investments

The fair values of notes receivable is estimated using cash flow
analyses based on the risk free interest rate.

NOTE 11 - Subsequent Events

The Company has made additional acquisitions in 2000.

Essentia Water, Inc. - Essentia Water, Inc. ("Essentia") is a
Woodinville, Washington based bottled water marketing company. It was
acquired on January 21, 2000. Essentia develops, manufactures, packages,
and markets bottled alkaline and electrolyte enhanced premium water
products with health and hydration benefits. Essentia's process provides
water with 99.9% purity.

NextPath AES, Inc. - NextPath AES, Inc. ("NAES") was formed in November,
1999. It is a wholly owned subsidiary of NextPath. AES is the acronym
used to denote the agribusiness initiatives.

NextPath Environmental Services, Inc. - NextPath Environmental Services,
Inc. ("NES") was formed in November 1999 to develop, sell, own, and
operate systems that convert waste to energy, clean-up water and soil
contaminated by fuel, oil, and chemical spills, provide potable water at
locations that have no water treatment systems, and provide on-site
effluent control, filtration and treatment systems, and, more recently,
to acquire, develop, and market devices to drastically reduce exhaust
emissions from internal combustion engines while increasing fuel
efficiency. The two entities that are included under the NES umbrella
are:

F-18
<PAGE>

NextPath Technologies, Inc.
Notes to the Financial Statements
December 31, 1999 and 1998

NextPath Thermogenics, LLC - NextPath Thermogenics, LLC ("Thermogenics,
LLC") is a limited liability company owned 51% by Thermogenics, Inc. and
49% by NES. Thermogenics, LLC designs, fabricates and sells proprietary
gasification systems that use virtually any hydrocarbon-based waste
product as fuel to create a low-temperature, high-quality gas.

NextPath Separation Solutions, LLC - NextPath Separation Solutions, LLC
("Separation Solutions, LLC") is a limited liability company owned 51%
by Lewis Corporation ("Tetra, Separation Systems, LLC") and 49% by NES.
Tetra, Separation Systems, LLC/Lewis designs, fabricates, and sells
proprietary oil-water separation and soil remediation systems that
feature patented and proprietary components. Separation Solutions, LLC
was formed to build, own, and operate these systems for contract
clean-up and remediation.

NOTE 11 - Subsequent Events (continued)

U S CertifiedLetters LLC - U S CertifiedLetters, LLC ("USCL") was formed
for the purpose of licensing, developing and commercializing proprietary
technology for transmitting instruments by certified mail via the
Internet or other medium (the "C-mail Technology") in the continental
United States, Alaska, and Hawaii. C-Mail Technology will enable postal
customers to send certified mail over the Internet. NextPath signed a
definitive agreement to acquire 20% of USCL on April 3, 2000. The
parties expect to complete the acquisition by June 4, 2000.

Global Certified Mail, Inc.- Global Certified Mail, Inc. ("GCM") was
formed by NextPath in October, 1999. On April 3, 2000 NextPath signed an
agreement to exchange a 20% interest in GCM for a license to use C-mail
Technology to enable global postal customers to send certified mail over
the Internet outside the continental United States, Alaska, and Hawaii.
The Company will maintain an 80% ownership interest in GCM. The parties
expect the transaction to close by June 4, 2000.

Loan to ITV Corporation - NextPath loaned ITV Corporation $675,000 on
January 5, 2000 at 8% per annum interest. The term of the note is due to
expire on July 31, 2000.

Additional Issuance of Regulation S Shares of NextPath common stock -
142,100 shares of NextPath common stock were issued after December 31,
1999 for cash of $1,754,000 on a Regulation S offering.

Exercise of Stock Options - 1,000,000 shares of NextPath common stock
were issued for $2,000,000 cash through the exercise of granted stock
options.

NOTE 12 - Notes and Advances Receivable

The Company advanced $4,495,236 to several start-up companies in
contemplation of joint ventures or merger agreements. The Company was to
provide additional funding to the organizations after the merger
agreements were completed, however, many of the agreements did not
close. The Company has therefore established an allowance for doubtful
collection of these advances of $1,235,075. All advances are due within
one year. Because of the status and nature of the advances, no interest
is being accrued.

F-19
<PAGE>

NextPath Technologies, Inc.
Consolidated Balance Sheets

Assets
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
Current assets 2000 1999
------------ -------------
<S> <C> <C>
Cash $ 555,356 $ 658,837
Accounts receivable (net of allowance
Of $41,480) 389,498 282,051
Inventory 513,158 138,057
Prepaid expenses 29,455 42,674
Advances to shareholders 43,192 6,487
Advances & notes receivable (net of
allowance of $1,360,075 and $1,235,075) 5,891,512 3,260,161
------------ -----------
Total Current Assets 7,422,171 4,388,267
------------ -----------

Property & Equipment, Net 1,356,012 535,179
------------ -----------

Other Assets
Investments 2,600,000 2,600,000
Goodwill 24,264,239 17,883,754
Deposits 5,530 4,250
----------- -----------
Total Other Assets 26,869,769 20,488,004
----------- -----------
Total Assets $35,647,952 $25,411,450
=========== ===========

Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable 753,179 384,148
Accrued expenses 961,666 192,654
Deferred taxes 14,882 14,882
Notes payable - related party 5,652,179 3,455,869
----------- -----------
Total Current Liabilities 7,381,906 4,047,553
----------- -----------

Stockholders' Equity
Common Stock, authorized
100,000,000 shares of $.001 par value,
issued and outstanding 39,935,775 and
37,136,430 shares, respectively 39,936 37,136

Additional Paid in Capital 73,829,101 58,623,056
Deficit Accumulated During the
Development Stage (45,602,991) (37,296,295)
----------- -----------
Total Stockholders' Equity 28,266,046 21,363,897
----------- -----------
Total Liabilities and Stockholders' Equity $35,647,952 $25,411,450
=========== ===========
</TABLE>

F-20
<PAGE>

NextPath Technologies, Inc.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
(Unaudited)
For the three For the three
months ended months ended
March 31 March 31
2000 1999
----------- -----------

<S> <C> <C>
SALES $ 931,900 $ -

COST OF GOODS SOLD 889,940 -
----------- ----------

GROSS PROFIT 41,960 -
----------- ----------

OPERATING EXPENSES
General And Administrative Expenses 3,193,945 70,943
Consulting Expense 3,675,000 35,278
Sales 171,018 -
Research and Development - -

TOTAL OPERATING EXPENSES 7,039,963 106,221
---------- ----------

OPERATING INCOME (LOSS) (6,998,003) -
---------- ----------

OTHER INCOME AND (EXPENSES)
Interest Expense (10,693) -
Dividend income 30,000 -
Other Income/(loss) 6,869 -
Depreciation and Amortization (1,338,306) -
Interest Income 3,437 -
---------- ----------
Total Other Income and (Expenses) (1,308,693) -
---------- ----------

NET INCOME (LOSS) $(8,306,696) (106,221)
========== ==========

NET INCOME (LOSS) PER SHARE $ (.215) $ (.012)
========== ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES 38,548,381 8,523,510
========== ==========
</TABLE>

F-21
<PAGE>

NextPath Technologies, Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
(Unaudited)
For the three For the three
months ended months ended
March 31, March 31,
2000 1999
------------- -------------
Cash Flows From Operating Activities

<S> <C> <C>
Net income (loss) $(8,306,696) $(106,221)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Used in Operating Activities:
Depreciation & Amortization 1,338,306 -
Bad Debt 125,000 -
Stock issued for services 3,675,000 -
Change in Assets and Liabilities (Net of
effects of acquisition of Essentia)
(Increase) Decrease in:
Accounts Receivable (11,782) -
Inventory (296,354) -
Prepaid Expenses 34,410 -
Increase/(decrease) in:
Accounts Payable and Accrued Expenses 1,011,186 (27,180)
Deferred Expenses - -
---------- --------

Net Cash Provided (Used) by Operating Activities (2,430,930) (133,401)
---------- --------

Cash Flows from Investing Activities
Cash paid for Notes Receivable (2,937,350) (106,518)
Purchase of Property and Equipment (583,127) -
Cash paid for deposits (1,280) -
Cash acquired in acquisition 55,142 -
---------- --------
Net Cash Provided (Used) by Investing Activities (3,466,615) (106,518)
---------- --------

Cash Flows from Financing Activities

Proceeds from debt financing 2,522,515 82,000
Principal payments on debt financing (608,000) -
Stock issued for cash 3,879,549 157,919
---------- --------

Net Cash Provided (Used) by Financing Activities 5,794,064 239,919
---------- --------

Net Increase (Decrease) in Cash and Cash Equivalents (103,481) -
---------- --------

Cash and Cash Equivalents
Beginning 658,837 -
---------- --------

Ending $ 555,356 $ -
========== ========

Supplemental Disclosures of Cash Flow Information:
Cash payments for interest $ 10,693 $ 6
========== ========
Cash payments for income taxes $ - $ -
========== ========

Supplemental Schedule of Noncash Investing and
Financing Activities

Common shares issued for services $ 3,675,000 $ -
========== ========
</TABLE>
F-22
<PAGE>

APPENDIX A

SELLING SECURITY HOLDERS

Position, Office
or Shares
Name Other Material Relationship(1) Owned(2) Percentage(3)
---- ------------------------------ -------- -------------

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

(1) Within the past three years with us or any of our predecessors or
affiliates.

(2) Owned prior to the date of this prospectus and amount assumed to be
offered for the security holder's account.

(3) If one percent (1%) or more.

75
<PAGE>

_____________ Shares

NextPath Technologies, Inc.

Common Stock

Prospectus

You shouldn't assume that the information contained in this prospectus
is accurate after the date of this prospectus. You should rely only on the
information contained in this prospectus. We haven't authorized anyone to give
you any other information. This prospectus is not an offer to sell or a
solicitation of an offer by buy these shares of common stock in any
circumstances under which the offer or solicitation is unlawful.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will bear no expenses in connection with any sale or other
distribution by the Selling Shareholders of the common stock being registered
other than the expenses of preparation and distribution of this registration
statement and the prospectus included in this registration statement. Those
expenses are set forth in the following table. All of the amounts shown are
estimates except the SEC registration fee, the NASD corporate finance filing
fee, and the NASD listing fee.

SEC registration fee........................... $ 10,800
NASD corporate finance filing fee ............. $ 4,594
Transfer agent and engraving fees ............. $ 10,000
Legal fees .................................... $ 75,000
Accounting fees ............................... $ 1,000
Printing and EDGAR filing costs ............... $ 2,500
Miscellaneous ................................. $ 5,000
---------
$ 108,994

Item 14 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Nevada General Corporation Law allows for the indemnification of
officers, directors, and other corporate agents in terms sufficiently broad to
indemnify those persons under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VI of our Articles of Incorporation provides for indemnification of the
registrant's officers and directors. Article 5 of our Bylaws provides for
indemnification of the registrant's officers, directors, agents and employees.
We may also enter into agreements with our directors and offices that will
require us, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors to the fullest
extent not prohibited by law.

Item 15 RECENT SALES OF UNREGISTERED SECURITIES.

As of July 27, 2000, we are aware of the following transactions
involving securities which were issued in exchange for property, services, or
other securities. The transactions set forth below are not intended to be all
inclusive and there may be other transactions, the exact facts and details of
which we are investigating. However, should other transactions be discovered,
they will be disclosed, if required, in an amended 10-K or other appropriate
report.

(a) Compact Power Merger. In connection with our acquisition of all
of the issued and outstanding common stock of Compact Power
International, Inc. on January 27, 1998, we issued approximately
5,480,000 shares of restricted common stock to the following
shareholders of Compact Power ("CP") in a stock-for-stock
transaction for shares of CP:

II-1
<PAGE>
Name Shares CP Shares
---- ------ ---------
James R. Ladd 4,223,000 1,175
Mary W. Harrison 580,000 150
Joseph P. Kane 387,000 100
Willow Holdings, Inc. 290,000 75
---------- --------
Total 5,480,000 1,500

This transaction was exempt from registration under the
Securities Act pursuant to Section 4(2) on the basis that the
transaction did not involve a public offering.

(b) First 1998 504 Offering. On February 1, 1998, we offered
1,500,000 shares of common stock for $.25 per share to certain
qualified investors in a private placement. This transaction was
exempt from the registration requirements of the Securities Act
pursuant to Section 3(b) and Rule 504 of Regulation D.

(c) Second 1998 504 Offering. On March 10, 1998, we offered 1,100,000
shares of common stock for $.25 per share to certain qualified
investors in a private placement. This transaction was exempt
from the registration requirements of the Securities Act pursuant
to Section 3(b) and Rule 504 of Regulation D.

(d) 1999 504 Offering. On January 1, 1999, we offered 1,500,000
shares of common stock for $.40 per share to certain qualified
investors in a private placement. This transaction was exempt
from the registration requirements of the Securities Act pursuant
to Section 3(b) and Rule 504 of Regulation D.

(e) Regulation S Transaction. During 1999, we sold and issued
approximately 1,365,000 shares of restricted common stock for
approximately $15,430,000 to European investors. This transaction
was exempt from the registration requirements of the Securities
Act as an offshore transaction pursuant to Regulation S.

(f) NPI License. On September 23, 1999, we issued 500,000 shares of
restricted stock to Needful Provision, Inc. as required by our
License Agreement with NPI dated June 1, 1998.

(g) Sagebrush Acquisition. In connection with our acquisition of all
140,000 shares of outstanding common stock of Sagebrush
Technology, Inc. ("Sagebrush") on December 14, 1999, we paid cash
and issued 600,000 shares of common stock to the four
shareholders of Sagebrush in exchange for their restricted common
stock in Sagebrush. This transaction was exempt from the
registration requirements of the Securities Act pursuant to
Section 4(2) on the basis that the transaction did not involve a
public offering.

(h) Willow Acquisition. In connection with our acquisition of all 200
shares of the outstanding common stock of Willow Systems Limited
("Willow") on November 2, 1999, we paid cash and issued 604,000
shares of restricted common stock to the four shareholders of
Willow in exchange for their common stock in Willow. This

II-2
<PAGE>

transaction was exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) on the basis that the
transaction did not involve a public offering.

(i) NextWave Photonics Acquisition. In connection with our
acquisition of all 200 shares of the outstanding member interests
of NextWave Photonics, LLC ("NextWave") on November 2, 1999, we
issued 50,000 shares of restricted common stock to John Hodges,
an equity owner of NextWave, in exchange for his membership
interest in NextWave. This transaction was exempt from the
registration requirements of the Securities Act pursuant to
Section 4(2) on the basis that the transaction did not involve a
public offering.

(j) LaserWireless Acquisition. In connection with our acquisition of
all 100 shares of the outstanding common stock of LaserWireless,
Inc. ("LaserWireless") on October 18, 1999, we paid cash and
issued 100,000 shares of restricted common stock to the sole
shareholder of Laser Wireless in exchange for his common stock in
LaserWireless. In addition, we placed 300,000 shares of
restricted common stock in a Restricted Stock Plan for the
benefit of the employees of LaserWireless. This transaction was
exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) on the basis that the transaction did
not involve a public offering.

(k) IC Holdings Agreement. On May 6, 1999, we issued 60,000 shares of
restricted common stock to IC Holdings III, LLC as partial
compensation for investor relations services to be provided by IC
Holdings to us. This transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) on
the basis that the transaction did not involve a public offering.

(l) IPA Consulting Agreement. We issued 550,000 shares of restricted
common stock in late 1999 to International Profit Associates,
Inc. as partial compensation for consulting services to be
provided by IPA to us pursuant to a Consulting Agreement dated
September 15, 1998. This transaction was exempt from the
registration requirements of the Securities Act pursuant to
Section 4(2) on the basis that the transaction did not involve a
public offering.

(m) Epilogue Merger. In January, 2000, we issued 150,000 shares of
restricted common stock as consideration for all of the issued
and outstanding shares of the Epilogue Corporation.

(n) Essentia Water, Inc. In connection with our acquisition of all
3,657,966 shares of outstanding common stock of Essentia Water,
Inc. ("Essentia") on January 21, 2000, we issued $7,654,294 worth
of our restricted common stock (585,760 shares) to the
shareholder of Essentia in exchange for its common stock. The
transaction was exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) on the basis that the
transaction did not involve a public offering.

II-3
<PAGE>

(o) PriMedium, Inc. On or about July 12, 1999, NextPath, at the
direction of James Ladd, issued 800,000 shares of restricted
stock to the owners of PriMedium, Inc., notwithstanding that the
issuance had not been brought to the attention of the Board, let
alone authorized by the Board. We are reevaluating whether or not
to enter into a definitive agreement and there can be no
assurances that one will ultimately be consummated.

(p) Consulting Agreements. We now believe that NextPath, at the
direction of Mr. Ladd, was issued restricted common stock to a
number of individuals and entities pursuant to consulting
agreements, including but not limited to, the following:

Name Shares
---- ------

Douglas McClain 5,000,000

W.O.W. Consulting Group 11,000,000

BLISS Unlimited, Inc. (Interplex
Capital & Equity Corp.) 2,500,000

Affiliated Communications Co. 1,700,000

(q) Compact Power Limited. In April 2000, we issued 250,000 shares of
restricted common stock with registration rights to Compact Power Limited as
consideration for the Mutual Release of a Franchise Agreement we entered into
with Compact Power Limited on June 1, 1998. The transaction was exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) on the
basis that the transaction did not involve a public offering.

(r)....USCL Transaction. In connection with our acquisition of a 20%
interest in US CertifiedLetters, L.L.C., we paid cash and issued 1,000,000
shares of common stock on July 27, 2000. This transaction was exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) on the
basis that the transaction did not involve a public offering.

Item 16 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are the Exhibits to this prospectus. For
convenient reference, each Exhibit is listed according to the Exhibit Table of
Regulation S-K.

Exhibit No. Exhibit
----------- -------

*2.1 Agreement and Plan of Merger between Epilogue Corporation and
NextPath Technologies, Inc. dated November 11, 1999

*2.2 Agreement and Plan of Reorganizaton between FSC Holdings, Inc. and
Compact Power International, Inc. dated January 19, 1998

*2.3 Agreement and Plan of Merger between FSC Holdings, Inc. and
Petrogenetics, Inc. dated May 8, 1997

II-4
<PAGE>

Exhibit No. Exhibit
----------- -------

**3.1 Articles of Merger of NextPath Technologies, Inc. and Epilogue
Corporation as filed on November 16, 1999

**3.2 Certificate of Merger of Epilogue Corporation into NextPath
Technologies, Inc. as filed on November 12, 1999

**3.3 Articles of Merger for FSC Holdings, Inc. dated January 19, 1998
(filed January 27, 1998)

**3.4 Certificate of Correction to the Articles of Merger for FSC
Holdings, Inc. dated December 31, 1997

**3.5 Articles of Merger for FSC Holdings, Inc. dated May 8, 1997 (filed
May 12, 1997 in NV)

**3.6 Articles of Merger for FSC Holdings, Inc. dated May 8, 1997 (filed
May 12, 1997 in CO)

**3.7 Certificate of Amendment to Articles of Incorporation of Hyperion
Technologies, Inc. dated July 20, 1999

**3.8 Certificate of Amendment to the Articles of Incorporation of Peak
Development, Inc. as filed May 7, 1997

**3.9 Articles of incorporation of Peak Development, Inc.

**3.10 Articles of Incorporation of Petrogenetics, Inc. dated March 23,
1984

*3.11 Bylaws of FSC Holdings, Inc.

**3.12 Seconded Amended Bylaws of NextPath Technologies, Inc. dated
November 1, 1999

**3.13 Amended Bylaws of NextPath Technologies, Inc. dated July 21, 1999
Form of Certificate representing common stock

****4.16 Form of Certificate representing common stock

***5.1 Opinion of McKinney & Stringer, a Professional Corporation

**10.1 Employment Agreement between NextPath and Frederic F. Wolfer, Jr.
dated November 1, 1999

*16.1 Letter of Crouch, Bierwolf& Chisholm dated February 8,2000 regarding
change in certifying accountant

*16.2 Letter of Weinberg & Company dated February 10, 2000 regarding
change in

II-5
<PAGE>
Exhibit No. Exhibit
----------- -------

certifying accountant

*16.3 Letter of Gray & Northcutt, Inc. dated April 3, 2000 regarding
change in certifying accountant

21.1 List of Registrant's Subsidiaries
State of
Name Incorporation Ownership
---- ------------- ---------

Essentia Water, Inc. DE 100%
Global Certified Mail, Inc. DE 80%
Laser Wireless, Inc. DE 100%
Laser Wireless, Inc. PA 100%
NextPath AES, Inc. DE 100%
NextPath Environmental Services, Inc. DE 100%
NextPath Technologies, Inc. CA 100%
NextPath Technologies, Inc. DE 100%
Sagebrush Technology, Inc. DE 100%
Willow Systems, Inc. DE 100%
---------------------------------

* Filed as an exhibit to registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 filed on April 13, 2000 as the exhibit
number indicated and incorporated by reference herein.
** Filed as an exhibit to registrant's Amended Annual Report on Form 10-K/A
for the year ended December 31, 1999 filed on May 17, 2000 as the
exhibit number indicated and incorporated by reference herein.
*** Filed herewith
**** To be filed by amendment

Item 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

II-6
<PAGE>

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

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

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suite or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tulsa,
State of Oklahoma on the 31st day of July, 2000.

NextPath Technologies, Inc.

By:/s/ David Nuttle
-----------------------------------------
David Nuttle, Chairman, Interim President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 31st day of July, 2000.

Name Title
---- -----

/s/David Nuttle Chairman of the Board, President, Chief
--------------------------
David Nuttle Executive Officer

/s/Robert Woodward Director, Chief Financial Officer, Treasurer
--------------------------

/s/Robert Woodward Director
--------------------------

/s/Charles Gourd Director, Secretary
--------------------------

/s/Kenneth Sweet Director
--------------------------
Kenneth Sweet

/s/Frederic F. Wolfer, Jr. Vice President, Assistant Secretary
--------------------------
Frederic F. Wolfer, Jr.

II-8
<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David Nuttle his or her true and
lawful attorney-in-fact with full power of substitution, for him or her in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file them, with all exhibits
and all related documents, with the Securities and Exchange Commission, hereby
ratifying and confirming all that David Nuttle, or his substitute, may lawfully
do or cause to be done or by virtue of this Power of Attorney.

Dated this 31st day of July, 2000.

Signature
---------

/s/David Nuttle
--------------------------------------
David A. Nuttle

/s/Robert Woodward
--------------------------------------
Robert Woodward

/s/Charles Gourd
-------------------------------------
Charles Gourd

/s/Kenneth Sweet
-------------------------------------
Kenneth Sweet

/s/Frederic F. Wolfer, Jr.
-------------------------------------
Frederic F. Wolfer, Jr.

II-9