NOSTRAD TELECOMMUNICATIONS INC
10SB12G/A, 2000-02-25
CABLE & OTHER PAY TELEVISION SERVICES
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549



                                 FORM 10-SB/A-1



                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUERS
       Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934




                        NOSTRAD TELECOMMUNICATIONS, INC.
                 (Name of Small Business Issuer in its Charter)



       Nevada                                           88-0306460
(State of Incorporation)                       (IRS Employee Identification No.)




                       Suite 2482, 650 West Georgia Street
                   Vancouver, British Columbia Canada V6B 4N8
                    (Address of Principal executive Offices)



                                 (604) 893-8778
                          (Issuer's Telephone Number:)



                     Common Stock, $.001 par value per share
          (Securities to be Registered Under Section 12(g) of the Act)







<PAGE>


                                TABLE OF CONTENTS

                                     PART I
                                                                            Page

Item 1.  Description of Business                                              3

Item 2.  Management's Discussion and Analysis or Plan of Operation           30

Item 3.  Description of Property                                             34

Item 4.  Security Ownership of Certain Beneficial Owners and Management      36

Item 5.  Directors, Executive Officers, Promoters and Control Persons        38

Item 6.  Executive Compensation                                              43

Item 7.  Certain Relationships and Related Transactions                      44




Item 8.  Description of Securities                                           44

                                     PART II

Item 1.  Market Price of and Dividends on the Registrant's Common Equity
         and Related Shareholder Matters                                     44

Item 2. Legal Proceedings                                                    45

Item 3. Changes and Disagreements with Accountants

Item 9.  Market for Common Equity and Related Shareholder Matters            45

Item 4.  Recent Sales of Unregistered Securities                             45

Item 5. Indemnification of Directors and Officers                            45


                                    PART F/S


Financial Statements                                                         47


                                    PART III


Items 1 and 2 Index to and Description of Exhibits                           66


                                       2
<PAGE>


                                    GLOSSARY

As used in this  registration  statement,  the following terms and abbreviations
have the meanings set forth below.

"Addressable" means the ability to signal from the headend or job site in such a
way that only the desired subscribers'  receiving equipment are affected.  It is
possible to send a signal to a subscriber and effect changes in the subscriber's
level of service.

"Amplifier"  means a device used to  increase  the  operating  level of an input
signal. It is used in a cable system's  distribution plant to compensate for the
effects of line loss caused by coaxial cable and passive devices.

"Beam benders" means low power signal  repeaters that retransmit to an otherwise
shaded signal over a limited distance.

"CATV" means a broadband  communications  system capable of delivering  multiple
channels of entertainment  programming and non-entertainment  information from a
set of centralized  antennas,  generally by coaxial cable, to a community.  Many
cable  television  designs  integrate  microwave and satellite  links into their
overall  design and some now includes  optical  fibre as well.  Commonly  called
"Cable Television System".

"Converter" means a device for changing the frequency of a television  signal. A
cable  headend  converter  changes  signals from  frequencies  at which they are
broadcast to clear channels that are available on the cable distribution system.
A set-top converter is added in front of a subscriber's  television  receiver to
change the  frequency  of the  midband,  superband,  or  hyperband  signals to a
suitable channel or channels  (typically a low VHF channel) which the television
receiver is able to tune into.

"Downlinking" means receiving signals via a Satellite dish refer to Uplinking

"DTH" or "Direct to Home  Pay-Television  Service" means a satellite  service of
one or more  entertainment or information  program channels that can be received
directly using an antenna on the subscribers' premises

"Exchange Act" means the United States Securities Act of 1934 as amended.

"GHz"  refers to a unit of  measurement  known as a  Gigahertz,  or one  billion
cycles per second.

"FCC" means the United States Federal Communications Commission.

"Home  Passed" or "Pass By" refers to the ability of a household to have line of
site with transmitter in order to receive a wireless signal. In the case of hard
wire cable, a home that the cable actually passes.

"Headend"  refers to the control center of a CATV system where incoming  signals
are amplified,  converted,  processed,  and combined into a common cable,  along
with any origination  cable-casting  for  transmission  to  subscribers.  System
usually includes antennas,  preamplifiers,  frequency converters,  demodulators,
modulators, processors, and other related equipment.

"ISP" means internet service provider

"MHz" refers to a unit of measurement  known as a Megahertz,  one million cycles
per second.

"MDS" or "Multipoint  Distribution System" refers to an omni-directional  common
carrier microwave radio service  authorized to transmit  television  signals and
other communications.  MDS operates in the 2150 - 2162 MHz frequency range, with
an effective radius of 30 km.

"MMDS" or "Multichannel  Multipoint  Distribution System" refers to a collection
of various MDS services and


                                       3
<PAGE>


instructional  television  fixed  service  on the  directional  microwave  radio
authorization combined to provide up to 66 channels of entertainment, education,
and information.

"MDU"  refers  to  multiple  dwelling  units  such as  apartments,  hotels,  and
commercial building.

"OTCBB" means the NASD over the counter electronic bulletin board.

"PPV" or  "Pay-Per-View,"  refers to usage-based fee structure used sometimes in
CATV  programming in which the user is charged a price for  individual  programs
requested.

"RO" means the ability to receive only of data, video, or voice via satellite.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the United States Securities Act of 1933, as amended.

"SMATV"  refer to a  multi-channel  cable  network  service  offered  to private
landowner of and MDU.

"Subscription  Television"  means a system of distributing  programs for premium
television  programming,  either  over  the  air  or by  cable,  for  which  the
subscriber pays a fee. The signals for such programming may be scrambled to keep
non-subscribers  from receiving  service. A decoder or descrambler might be used
to allow the paying  subscribers  to  receive  the pay  television  programming.
Synonymous with "premium television".

"UHF" or "Ultra High Frequency," refers to corresponding electromagnetic signals
ranging from 300 - 800 MHz; e.g. channels 14 - 69 on the television dial.

"Uplinking" refers to the beaming of signals from a terrestrial broadcast center
to a stationary Satellite.

"VSAT" or "Very Small Aperture Terminals" refer to small,  software-driven earth
stations  (typically  0.9-1.8  meters,  which  equates to 3-6 feet) used for the
reliable transmission of data, video, or voice via satellite.

"WCAI" or "WAC" refers to the Wireless Communications  Association International
an organization which represents the broadband wireless industry worldwide.  The
WCAI's mission is to advance the interests of the wireless  systems that provide
video, voice and data services on a subscription basis through land-based towers
to fixed reception/transmit  devices.  Membership is comprised of fixed wireless
system operators worldwide, as well as: equipment and service suppliers;  video,
software and other content  providers;  financial  institutions;  and engineers,
attorneys and other consultants.


                                       4
<PAGE>

Item 1.  Description of Business

A.   The Company

     1.   Corporate Information


     Nostrad Telecommunications,  Inc. ("the Company" or "NTC") is a corporation
organized  under the laws of the State of Nevada on September  24, 1993, as Cave
Productions,   Inc.  The  Company   changed  its   corporate   name  to  Nostrad
Telecommunications,  Inc.  effective as of October 8th, 1997, in anticipation of
its acquisition of Nostrad Media Pte. Ltd. a Singapore company ("Nostrad Media")
and Omni Vision Africa Ltd., a British Virgin Island  company  ("Omni  Vision").
Please  refer to "Item 1.  Description  of  Business - The  Company -  Corporate
History."

     Although  not  required to do so, the Company  has  voluntarily  filed this
registration  statement  because  (1)  it  believes  that  it can  more  readily
accomplish its business and financing  objectives if it were a reporting  issuer
under  the  Exchange  Act and (2) it wants to  satisfy  current  conditions  for
quotation of its common stock on the OTCBB.

     The Company maintains its corporate offices at Suite 2482, 650 West Georgia
Street,  Vancouver,  British  Columbia  V6B 4N8. Its  telephone  number is (604)
893-8778 and, its facsimile number is (604) 893-8768. The Company moved its head
office from Las Vegas, Nevada in September of 1997, following the acquisition of
Nostrad Media and Omni Vision.

     The Company maintains  offices as follows:  Vancouver,  Canada,  Singapore,
Ulaanbaatar,  Mongolia,  Kampala,  Uganda, and Rabat,  Morocco.  Please refer to
"Item 3. Description of Property."


     2.   Corporate Structure

     The  following  chart  sets  out  the  Company's  corporate  structure  and
ownership interest in its various subsidiaries:

                        --------------------------------
                        Nostrand Telecommunciations Inc.
                        --------------------------------

- ----------------------------------------------------    ------------------------
                OmniVision Africa Ltd.                   Nostrad Media Pte. Ltd.
                         100%                                      100%
- ----------------------------------------------------    ------------------------

- ----------    ----------    ----------    ----------               -------------
OmniVision    OmniVision    OmniVision    OmniVision                 Mongolia
 Uganda        Tanzania       Ghana         Maroc                  Home Division
  100%           80%           80%           65%                        80%
- ----------    ----------    ----------    ----------               -------------

     3.   Corporate History


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<PAGE>

     The Company was  organized  for the purpose of creating a vehicle to locate
and acquire an operating  business entity which  management  believed would be a
suitable and viable  acquisition  candidate.  The Company had limited  operating
activities   from   inception  to  September  30,  1997  when  it  effected  the
Acquisition.

     By Agreement dated February 25, 1998 with Nostrad  Telecommunications  Pte.
Ltd.. a privately  held Singapore  company  ("Nostrad  Singapore"),  the Company
agreed to purchase (the  "Acquisition") from Nostrad Singapore all of the issued
and  outstanding  capital  stock of each of  Nostrad  Media  and  OmniVision  in
exchange for  3,700,000  shares of the  Company's  common stock (on a post split
basis) and a $300,000 promissory note.

     In furtherance of the Acquisition,  a restructuring  (the  "Restructuring")
consisting of the following was effected:

     1.  Name  Change.  The name of Cave  Productions  was  changed  to  Nostrad
Telecommunications, Inc.

     2. Stock Split.  On  September  29, 1997 the then Board of Directors of the
Company approved a 5,000 for 1 stock split, which stock split was effective upon
filing on September  30, 1997 of a  certificate  of  amendment to the  Company's
certificate of incorporation.

     The effect of the Stock Split was to  increase  the number of shares of the
Company's  common stock $.001 par value per share,  issued and outstanding  from
600 to 3,000,000.  The number of shareholders remained constant at eleven; being
the same eleven persons (the "Selling Shareholders") who acquired the 600 shares
on March 1, 1994. The Company believes that only one of the Selling Shareholders
was an affiliate of the Company at the time of the Acquisition.

     3. Private  Transactions.  As an adjunct to and in order to facilitate  the
Acquisition,  the  Selling  Shareholders  sold  and  transferred  (the  "Private
Transaction") to certain  unaffiliated  persons 2,840,000 shares of common stock
representing  approximately  94.6% of the then issued and outstanding  shares of
the Company's common stock.


     As at January 31, the Company had 11,100,000 shares issued and outstanding.


B.   The Business of the Company


     The  acquisition  was  treated  as a  "reverse  take  over" for  accounting
purposes.   Accordingly,  the  historical  business  description  and  financial
information presented is that of Nostrad Singapore.

     The Company is, and for the past 3 years has been,  focused on  developing,
acquiring  and  managing  media and  telecommunication  operations  in  emerging
markets of Asia,  Africa  and at a later  stage,  Latin  America.  To date,  the
Company has obtained  Subscription  Television licenses in Morocco,  Uganda, and
Tanzania,  as well as an ISP  licences in Morocco.  The DTH  services in Morocco
have been implemented  with a launch of Showtime (a subsidiary of Viacom,  Inc.)
programming in June 1999.

     In order to implement  its  business,  in each country in which the Company
operates,  the  Company  requires  various  operating  permits,   licenses,  and
allocation  of specific  frequency  and channels by the  appropriate  government
Ministry in each county. The Company's current operations include:

A.   Morocco Operations.  Omni Vision Maroc, a 65% owned subsidiary, is licensed
     to distribute Satellite DTH Subscription TV programming. The subsidiary has
     entered into an agreement  with  Showtime,  to  distribute  Showtime's  DTH
     programming package throughout Morocco.


                                       6
<PAGE>


B.   Tanzania  MMDS  Pay TV  Operations.  Omni  Vision  Tanzania,  an 80%  owned
     subsidiary   holds   exclusive   frequencies  and  licenses  to  operate  a
     seven-channel  MMDS  Subscription  TV system in  Tanzania.  The Company has
     applied for  additional 8 channels in order to provide up to 15 channels of
     subscription television service as well as wireless internet services.

C.   Uganda MMDS Pay TV Operations. Omni Vision Uganda, an 100% owned subsidiary
     holds  exclusive  frequencies  and  licenses to operate a  21-channel  MMDS
     system in Uganda.

D.   Uganda Paging Operations. Omni Vision Uganda also holds licenses to operate
     5 paging  channels.  The  system  is  currently  being  implemented  and is
     expected to become operational by June/July of the year 2000.

E.   Mongolia Paging  Operations.  Mongolia Omni Vision, an 80% owned subsidiary
     holds  licenses to operate 5 paging  channels.  The system  currently has 2
     channels in operation  capable of providing  service to 4,000  subscribers,
     the system currently has 125 subscribers.

F.   Mongolia MMDS Pay TV Operations.  Mongolia Omni Vision also holds exclusive
     frequencies and licenses to operate a 29-channel MMDS system,  at this time
     the Company has put this project on indefinite hold.


Overview


     Television  provides  an  important  window to the world of  entertainment,
knowledge  and  information  while  telecommunications  is a  gateway  for human
interaction.  The need and demand for these  services are well  documented.  The
Company  intends to provide  these  services  to its chosen  markets in emerging
economies,  where market  potential is significant and initial  competition from
larger international corporations is limited or even non-existent,

     For its Pay TV operations,  the Company has chosen to deploy  wireless MMDS
technology as it is proven in over 60 countries  worldwide as currently the most
cost effective  signal  delivery  solution that allows  low-cost entry and quick
service   roll-out.   It  enables   the   Company  to  provide   appealing   and
price-competitive  programming to its subscribers in the targeted  markets.  The
targeted countries were selected based on the Company's view of their respective
market potential,  relative political  stability and governmental  commitment to
economic  reforms  and   development.   Based  on  the  licenses  in  hand,  the
demographics, and high population densities, The Company's Pay-TV Networks, when
completed,  will pass by over 5.4 million  households  subject to the  necessary
receiver equipment being installed and the households subscribing for the Pay-TV
service.



                                       7
<PAGE>


     In the paging business, the Company,  guided by its corporate philosophy of
providing  appealing  and  cost  competitive  solutions  to  its  customers,  is
implementing alphanumeric and voice paging services in the two countries that it
has  paging  licenses.  Alphanumeric  and  voice  paging  were  selected  as the
appropriate  solutions  for  these  emerging  markets  because  access to public
telephones, and telephones in general, is rather limited.

     Overall, the media and telecommunications markets in the targeted countries
are relatively  undeveloped  and with limited  competition,  thus,  offering the
opportunities of smaller scale starts and rapid market growth as their economics
develop. With the current developments in the applied technologies,  the Company
envisages and believes that it will be able to expand into  multimedia  services
through the integration of other convergent technologies in the future.

     The Company has  assembled a management  and  technical  team with over 150
years of cumulative  experience in  implementation,  management and operation of
cable TV,  hardwire and  wireless  telecommunication  systems in  developed  and
developing  countries.  The team will focus on building NTC's  subscriber  base,
with the goal of  generating  positive cash flows at low  subscriber  levels and
endeavor to retain  customers  through quality  on-going  services and marketing
programs.

     Over the  longer  term,  the  Company  expects to expand  through  internal
growth,  acquisitions  and joint  ventures.  Its also intends to enhance  growth
through  strategic  alliances  with  international  players,  telecommunications
companies,  should the  opportunities  arise,  with the view of  maximizing  the
intrinsic  value  of the  business  and  operations,  and  thus  maximizing  the
long-term   value  for  its   shareholders.   The  Company  has  already  formed
associations with GlobeComm Systems and NetSat Express to develop VSAT Networks,
and to provide  technical and system  integration  services to OmniVision Maroc.
(refer to page 15.)


Industry and Competitive Environment




     Wireless system technology  provides a very low cost and competitive medium
for the transmission of entertainment  and information  services to customers in
single  family  homes,   multiple   dwelling  unit   properties  and  commercial
properties.  A  city-wide  wireless  system  can  be  quickly  implemented  in a
relatively  short  period  of time  (in  less  than 7  months,  as  compared  to
conventional  cable which may take as long as 3 to 4 years),  with substantially
lower  initial  capital  investments.  The  system can also be  maintained  at a
fraction of the cost of a conventional cable TV system.

     Unlike  conventional  cable  systems,   wireless  systems  do  not  require
extensive  coaxial cable networks,  amplifiers and related equipment to meet low
and  fairly  dispersed  initial  demand.  As a result,  capital  costs and plant
related operating costs are substantially  lower. Hence, the Company anticipates
that it will be able to maintain cost and pricing  advantages over  conventional
hard wire cable and satellite delivery such as DBS (Direct Broadcast  Satellite)
or DBH technology in the subscription television industry.

     The Company will focus on developing wireless cable and  telecommunications
systems in emerging markets where the terrain,  frequency availability and other
conditions are conducive to the economical transmission of wireless signals. The
Company  will target  value-conscious  consumers  in both cabled and  non-cabled
areas with its basic and premium  programming.  The Company  will  differentiate
itself by using its lower cost structure to offer customers  competitive  prices
for superior programming with an emphasis on




                                       8
<PAGE>

customer service.







Technology


     Wireless  cable  systems,   otherwise  known  as  Multichannel   Multipoint
Distribution  Systems or MMDS, are the latest in subscription pay TV technology.
MMDS can be set-up and  implemented  at a fraction of the time and cost required
by conventional cable operators, and other related technologies.  The commercial
wireless  cable  industry  began  in  the  United  States  as a  single  channel
Multipoint  Distribution  Service MDS in  September  1973.  As a single  channel
service  offering Home Box Office ("HBO") and other movie services,  MDS grew to
more  than  500,000  subscribers  in the  early  1980s.  But the  business  soon
collapsed  before the onslaught of cable and home video. The FCC tried to revive
the  medium  in 1983,  allocating  eight  channels  to MMDS,  and  perhaps  more
importantly,  it permitted wireless operators to lease the twenty  Instructional
Televisions  Fixed Service  channels  previously  restricted for educational use
only.  However,  regulatory delays and lack of capital continued to bog down the
business. Wireless cable received a boost from the United States 1992 Cable Act,
which guaranteed  cable  competitors  access to cable  programming on reasonable
terms.

     The  MMDS  technology  to be  employed  by the  Company  has  very  similar
technical  characteristics  to that used in the United States and Canada and has
been widely  proven.  The  spectrum of  frequencies  used,  (2.5 to 2.9 Hz), the
bandwidth  per  channel,  (6  MHz),  and  other  technical  characteristics  are
virtually the same.  Although MMDS requires direct  line-of-sight  reception and
may be subject to interference by weather and topography, signal quality is high
and much less subject to the outages and degradation  often  experienced by CATV
coaxial cable systems.

     MMDS  operates  from  a  central  re-transmission  facility  known  as  the
"head-end,"  consisting of satellite  reception  equipment  and other  equipment
necessary to receive or produce the desired programming. The programming is then
transmitted  by  microwave  transmitters  from an antenna  located on a tower to
provide a wide  coverage  area up to  distances  of 30 Kms. At the  subscriber's
location,  a small  antenna  typically  located  on the  rooftop,  receives  the
microwave  signals  and  converts  them to  frequencies  that can be carried via
conventional in-home coaxial cable to a descrambling converter located on top of
the subscriber's television set.


Market Segmentation and Competing Pay-TV Delivery Technologies

                                       9
<PAGE>


     Other  than the MMDS  technology  chosen  by the  Company  as its  delivery
platform,  television  signals are  replayed by various  competing  services and
technologies.  Details on these and comparisons  with MMDS are described in more
detail below and in "Part I - Description of Business - Areas of Operation."


Cable


     In the U.S.,  cable  competes  effectively  with  wireless  only because of
amortized sunk costs in the cabling  infrastructure which was built out over the
last 30-40 years, before the advent of wireless  technologies.  In addition, the
available MMDS frequencies in North America are limited,  hence  restricting the
number of channels that can be offered through this platform.


     However,  capital  investment for MMDS is a fraction of conventional  cable
television investment.  Cable television investment is approximately $25,000 per
mile, as opposed to a total $500,000 for a wireless transmission facility.  MMDS
can also serve market areas where it will not be  economically  viable for cable
operators due to low housing density (cost per  subscriber's  ratio).  Hence, in
markets  with  little  or no cable  infrastructure,  MMDS will be much more cost
efficient to implement.

     The major  issue  impending  explosive  development  of  wireless  cable in
developed  countries,  such as those in North America and Europe,  have not been
construction  costs,  but  burdensome  frequency  licensing  procedures  and the
problems in obtaining access to the most desirable cable network areas.

Television Receive Only ("TVRO")

     TVRO's are used by customers for direct reception of video programming from
various  satellites  (C-Band),  and are  generally  used to receive  free-to-air
programming.  They are generally  used in markets where  subscribers do not have
access to cable or MMDS  services.  A  conventional  TVRO  system  can cost each
subscriber  between  $1,000 and $3,000 (for the  installation  and purchase of a
full-size  satellite  dish),  depending  on the  features of the system,  plus a
monthly fee for access to specific programming that are encoded. There is also a
need to  re-position  the  receiver  dish to several  different  satellites  for
different  programming.  However,  this  positioning  can be done via  motorized
controls but would entail a higher equipment cost.

Satellite Master Antenna Television ("SMATV")

     SMATV is a  multi-channel  cable network system service  offered to private
landowners of multiple dwelling units. SMATV uses satellite receivers to receive
and compile  programming and distributes  the  multi-channel  programming to the
subscribers in multiple  dwelling units and large buildings.  SMATV is, however,
restricted  mainly to  free-to-air  satellite  programs as royalty  fees for the
encrypted programming can be very expensive - no economies of scale.


Direct to Home

     DTH companies transmit  high-powered signals from a satellite directly to a
small dish (about 60-90 cm in diamerter)  located at subscribers'  homes. DTH is
capable of  delivering  over 500  channels  of digital  programming.  Currently,
receiving equipment plus installation fees can cost each subscriber between $700
and $1,500,  however the price of this $1,500  equipment is being reduced and it
is expected that the price  deferential  between MMDS and DTH will at some point
disappear. Each additional independent outlet requires a separate decoder device
at an additional  cost to the  subscriber.  MMDS enjoys certain  advantages over
DTH, specifically DTH's:




                                       10
<PAGE>



*    cost for constructing and launching satellites

*    receiving equipment is costly for subscriber

*    limitation  on  local  programming  programming  (due to the  high  cost of
     uplinking and re-broadcasting, it is not generally economically feasible to
     include  the local  channels  of several  countries  within  the  satellite
     footprints)  due to the small number of DTH  subscribers in each country at
     this time.

     In the Company's target market areas, specifically in Morocco, Tanzania and
Uganda,  it is not  feasible to have local  uplinking of DTH  operations  for at
least  the  medium  term.  The  high  costs  of  implementation   are  much  too
prohibitive.  In the meantime,  foreign DTH operators,  although high priced, do
present a source of competition,  as a DTH operator can provide service to urban
and rural communities, since their broadcast footprint covers the whole country.
Additionally   DTH   providers   are   in   some   of   the   Company's   target
marketssubsidizing  the cost of the equipment and installation  this may have an
impact on the cost differential that MMDS has over DTH at this time.


Telephone Companies - Video on Demand


     Recently telephone  companies in developed countries have been implementing
ADSL technology capable of providing  audio/video services over telephone lines.
Such services are at present very costly to implement and restricted to offering
video-on-demand  and high speed Internet  service.  It is as yet uncertain as to
whether the technology  may be able to support  multi-channel  programming.  The
Company  believes that MMDS will continue to maintain a cost advantage over such
video services for a significant period.

*    The cable  industry has developed a service that enable  customers to order
     and pay for  individually  selected  programs - Pay-Per-View.  PPV has been
     especially  successful  for  specialty  events  carried on a  pay-per-event
     basis, such as sports events. PPV requires  subscribers to have addressable
     converters,  as employed by the Company, which allow the Company to control
     what subscribers watch without having to visit the subscribers' residences.
     The Company  believes that PPV has the  potential  for becoming  popular as
     additional exclusive events become available for distribution.



*    Digital  compression,   currently  being  developed  by  several  equipment
     manufacturers,  will allow several programs to be carried on one bandwidth,
     as  opposed  to  current  technology  that  allows  only  one  program  per
     bandwidth.  Estimates of compression ratios are between 4:1 and 10:1 (about
     150 to 300 channels).  Digital technology will also enable MMDS to transmit
     high  definition  television  signals.  NTC believes  that any  compression
     technology that becomes  commercially  available will be beneficial to MMDS
     operators and will help to greatly  expand the channel  capacity  available
     for programming.

*    Currently,  franchise cable operators are rebuilding their  infrastructures
     with fibre optic networks in order to provide their  customers with greater
     numbers of programming channels and services.  In the past, franchise cable
     systems have been limited to the number of programming  channels offered to
     customers  by  their  current  analogue   transmission  and  coaxial  cable
     technologies.

*    In  addition,  wireless  technology  can now  offer  broadband  interactive
     services - namely "fibre optics in the sky".


Other Wireless Competitors

     In its target markets the Company can expect other MMDS wireless  operators
to provide  limited  competition.  This is mainly due to the  limited  bandwidth
(channel capacity) allocated in the target




                                       11
<PAGE>


markets by the government  authorities  in the MMDS band.  Over the longer term,
the Company  anticipates the market for  subscription TV will be large enough to
support the emergence of  competitors,  as the market develops within its region
of  operation.  The Company also expect that in the long run,  consolidation  is
bound to occur.  Increased  volume  leads to  decreased  fixed unit and marginal
costs and only  competitive  companies will reach economies of scale for a given
market niche.  Those firms that fail to achieve minimum  economies of scale will
face an increasingly competitive environment and an inferior cost structure.

     In  Africa,  the main  competitor  for the  Company is  MultiChoice,  which
broadcasts  terrestrially  in the UHF  frequency  spectrum  and via DTH, for the
premium  direct-to-home  market.  While Multichoice  focuses on such premium DTH
delivery, the Company will focus on terrestrial wireless broadcast,  with direct
capital investments into its countries of operations. The Company will add value
to the local economies via local  employment and  subcontracting.  MultiChoices'
DTH   infrastructure  and  signals  originate  in  South  Africa  and  moreover,
subscribers  in other African  countries must  eventually  pay them there,  thus
representing a source of foreign  exchange drain. In the longer term,  localized
Pay TV industries are more likely to be favored over imports by the  governments
of our countries of operations. Please refer to "Part I - Item 1. Description of
Business - Areas of Operations" for a discussion of the competitive  environment
and pricing comparisons in each of the Countries in which the Company operates.

C.   Areas of Operation

* The Company has compiled, as to each country in which it operates, information
set  forth  under  the  caption  "Vital  Statistics"  as  well  as the  Captions
"Mongolia," "Morroco," "Uganda," and "Tanzania," from generally available public
information as at January 2000,  published by sources which the Company believes
to be generally reliable.


Mongolia


     Mongolia  Homevision HH  ("HomeVision")  is currently holding the following
documents:


<TABLE>

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Date                     Title of License or Certificate                 Notes                   Duration
- -----------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                                             <C>                   <C>
Mar 28, 1997             Mongolian State Registration  Certificate
                         #21/475
- -----------------------------------------------------------------------------------------------------------------------------
May 17, 1996             License to Employ Radio Frequency               2.3 - 2.99 Ghz        May  17,  1996 - May  17, 2006
                                                                         24 Ghz - 29.9 Ghz     Refer to Risk Factor 14
- -----------------------------------------------------------------------------------------------------------------------------
Feb 20, 1997             Foreign Investment Chief Order for              Mongolia/Singapore    No Specific Duration
                         Mongolia HomeVision HH                          Joint Venture         Refer to Risk Factor 14
- -----------------------------------------------------------------------------------------------------------------------------
Nov 7, 1996              Permission to use channels to braodcast                               No Specific Duration
                         television in Ulaanbaatar                                             Refer to Risk Factor 14
- -----------------------------------------------------------------------------------------------------------------------------
Jan 28, 1997             Special  License #14 (#800) for provision                             No Specific Duration
                         of Paging Service, Ulaanbaatar, Darkan,                               Refer to Risk Factor 14
                         Erdenet
- -----------------------------------------------------------------------------------------------------------------------------
May 16, 1996             Certificate  of  Enterprise  with Foreign                             May  16,  1996 - May  30, 2006
                         #800                                                                  Refer to Risk Factor 14
- -----------------------------------------------------------------------------------------------------------------------------
May 17, 1996             Communication  Service License Certificate                            May  17,  1996 - May  17, 2006
                         #800 #32                                                              Refer to Risk Factor 14
- -----------------------------------------------------------------------------------------------------------------------------
Aug 26, 1996             Mongolia State Radio, TV & Communications                             No Specific Duration
                         Dept. Operating License #01/016 Certificate                           Refer to Risk Factor 14
                         #800/#32
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       12
<PAGE>

<TABLE>

- -----------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                                             <C>                   <C>
Jan 22, 1997             Special License #06                             TV Channel 33         No Specific Duration
                                                                         MMDS 2484-2700        Refer to Risk Factor 14
- -----------------------------------------------------------------------------------------------------------------------------
Jan 22, 1997             Special License # 01                            Frequency  163.1,     No Specific Duration
                                                                         155.3, 146.3 Mhz      Refer to Risk Factor 14
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Nostrad Media, through its subsidiary, HomeVision obtained a license in Mongolia
to establish  wireless broadcast  pay-television  (license granted in June 1996,
frequencies  of  2.3-2.99  GHz).  HomeVision's  signals  will pass  120,000+  TV
households and penetration rates of over 20% are projected over a 5-year period.

In line with  HomeVision's  plan to include  telecommunications  services in its
offerings,  government  approval  for  paging  operations,   including  national
alphanumeric  and  voice  paging,  was  obtained  (frequencies  163.1,  146.300,
147.300, 155.300, and 156.300 MHz) in late 1996. The Company is operating voice,
numeric and  alphanumeric  paging (under the brand name of "NOSTRAD  Paging") in
Ulaanbaatar.  Subscription  rates  start at  US5.00  for  numeric,  US10.00  for
alphanumeric and US15.00 for voice paging  services,  equipment costs range from
US$30.00-US250.00.


HomeVision  has obtained a long-term  lease on a 3-storey  broadcasting  center,
including the use of the existing  transmission  tower, from the Mongolian Radio
and TV Company.


- ----------
The  center  houses  a  production   studio,   satellite  signal  receiving  and
re-transmission  headend,  and  corporate  administration  and  currently is the
operations and transmission center for the paging network.

HomeVision currently employs over 10 personnel for the paging operations.


Competition

There are four cable companies operating in Ulaanbaatar,  of which, two are very
small start-ups.  Their program offering consists of only free-to-air  satellite
programming and does not include any of the encrypted programming,  such as HBO,
Cinemax,  Star Movies and ESPN,  with the exception of  Discovery.  In addition,
they compile their own movie channel,  consisting of pirated movies. Mongolia is
a recent  signatory to the Berne  Convention and the Mongolian  authorities have
begun  to  take  action  against  blatant  copyright  violations.   The  current
subscription rates for such free-to-air programming range from US$2-3/month.

Location, Demographics

Mongolia is completely landlocked between two large neighbors, Russia and China.
It is a vast  country  nearly  three  times  the size of  France  and yet with a
population of only 2.4 million people.  85% of the people are Mongol, 7% Turkic,
(Mainly Kazakh),  and 4.6% Tungsic.  Four million Mongols live outside Mongolia.
The special feature of the Mongolian democratic evolution since 1990 is its very
peaceful and consensual  nature.  The democratic  reforms have radically changed
the social structure, the state


                                       13
<PAGE>

ideology,  and the  mentality of the ordinary  citizen,  and these  changes have
taken place in a comparatively calm and stable manner.  With the collapse of the
Soviet Union, the substantial aid, which Mongolia enjoyed,  was abruptly cut off
in 1989/90.  With the need for economic reform,  the government raised prices of
commodities,  coal, and electricity.  Inflation rose dramatically.  Expansionary
monetary policies continued  throughout 1992/93 such that inflation rose to 146%
and peaked at 330% in 1993 before  inflationary  pressures  eased.  Inflation in
1995 was 66% falling to 53% in 1996 and the government goal for 1997 is 35%.


With  the  very  positive  indicators  of the  past  few  years  and the  steady
improvement in the standard of living for Mongolian households,  the opportunity
to  develop  high  quality  subscription  television  system in  Ulaanbaatar  is
significant.  The low level  vegetation,  the relatively flat composition of the
city,  and the  absence  of  severe  high-rise  and other  man-made  obstruction
problems  supports the  evaluation  that a  Multichannel  Multipoint  Television
Distribution  System, will provide very effective and economic coverage,  likely
supporting  direct reception by about 85 percent or more of the apartment blocks
and individual reception locations in the target service area.


Since 1992, the Mongolian leaders have been gradually making the transition from
Soviet-style  central  planning to a market economy  through  privatization  and
price  reform and have been  soliciting  support  from  international  financial
agencies and foreign investors.

In 1994,  the economy  showed signs of recovery  with the slowdown of decline of
major  economic  indicators  and GDP growth of 2.1%.  In 1995 the GDP growth was
almost 6% and in 1996 was approaching 5%. Good progress has been made in setting
up market oriented institutions and in creating a legal and regulatory framework
for  investment.  The Foreign  Investment  Law protects  foreign  investors from
expropriation and offers substantial concessions.

Ulaanbaatar,  the capital  city, is in the central part of Mongolia on the river
Tuul. The population of the city is over 640,000  constituting 25% of Mongolia's
population.  It is the largest  industrial center and produces most of the total
industrial  output.  The  building  industry  is active in  speculative  private
housing,  and private offices and hotels are under  construction,  strengthening
the role of  Ulaanbaatar  as the  country's  prime focus for financial and other
services.


Although household income is low, the cost of housing is extremely low such that
the cost of food and similar  household  essentials  accounts for 50% of income.
There is ample evidence that  households  have a relatively  high  percentage of
their total income available with which to purchase  appliances such as stereos,
TV sets e.g. over 1,000 color TV sets per sets,  per month are sold in stores in
Ulaanbaatar.  Ulaanbaatar  has a very young  population.  A  population  of over
640,000 in Ulaanbaatar divided by an average household size of 4.5 results in an
estimate of over 140,000  households.  It is safe to estimate  theestimated that
average  family  household  "based  upon  demographic  studies  prepared  by the
Mongolian  Statistics  Department 1994" consists of two adults and two children,
(i.e. when taking into account single parent families,  extended families, etc.,
an average household in Ulaanbaatar consists of 4.5 members.



                                       14
<PAGE>

Foreign Investment

By the end of 1995,  more  than 520  business  entities  with  foreign  investor
participation  had been  granted  licenses to engage in  commercial  activity in
Mongolia.  Businesses and individuals  from 39 countries have invested more than
US$100  million  between  1990 and  1995.  Among the more  recognized  companies
currently  operating  in Mongolia  are  Sumitomo  Corporation  and KDD of Japan,
Korean Telecom,  and Snyder Oil Corporation (SOCO),  Nescor and Caterpillar from
the United States.

The World  Trade  Organization  has  extended  membership  to  Mongolia,  and in
addition,  the United States Senate approved a bilateral  investment treaty with
Mongolia in June, 1996, thus providing a legal framework for American  investors
that expands on Mongolia's  Foreign  Investment  Law. Many other  countries have
also signed bilateral trade agreements of a similar nature with Mongolia.

The  Foreign  Investment  Law of 1993  allows  foreign  investment  through  the
establishment  of a completely  foreign  enterprise,  or the  establishment of a
business entity with the  participation of a Mongolian  investor.  Additionally,
foreign  investors are permitted to participate in the ongoing  privatization of
state-owned  property and enterprises.  Both the Foreign  Investment Law and the
U.S.-Mongolian bilateral investment treaty ensure that foreign investors receive
no less favorable treatment than Mongolian investors.

The Mongolian law specifically  states that foreign  investors shall be accorded
no less favorable treatment regarding the possession, use, and disposal of their
investments  than that accorded to Mongolian  investors,  and goes on to specify
the right of a foreign investor to possess,  use, and dispose of their property;
manage or  participate  in managing the business  entity;  and to transfer their
rights and  obligations  to other persons.  Foreign  investors have the right to
transfer abroad promptly (1) shares of profits and dividends,  (2) proceeds from
the sales of their  assets and  securities,  (3)  proceeds  from the transfer of
their property rights to other persons as well as from their  withdrawal from or
the dissolution of the business entity. The U.S.-Mongolian  bilateral investment
treaty stipulates that transfers must be made in a freely usable currency at the
prevailing rate of exchange on the date of the transfer.

The Foreign Investment Law explicitly states that foreign investment will not be
nationalized or subject to unlawful expropriation.  Investments may be subjected
to  expropriation  exclusively  for the public purposes or interests and only in
accordance  with due  process  of law on a  non-discriminatory  basis  with full
compensation.

Over the last six years,  the market  economy has firmly taken root in Mongolia,
and the  government  is moving to reform  and  strengthen  its  institutions  to
welcome  foreign  business,  secure  new  investment,  and  make the  legal  and
financial environment more predictable.  Despite some initial missteps, Mongolia
has made a real commitment to openness and to playing a more visible role in the
international trading system.

Government Regulation and Licensing


Mongolia does not suffer from a shortage of laws and regulations;  what it lacks
are  experience  and  enforcement  capability.  Copies  of the laws are  readily
available  oftentimes  in English and  officials do try to live up to the spirit
and letter of the legislation as written. The problem is the sheer volume of new
laws that have been  enacted  in the last few  years.  Since  1993,  new laws or
amendments that impact  directly on foreign  investment  include  legislation on
accounting,  anti-corruption,   banking,  bankruptcy,  communications,  consumer
protection,  copyright,  currency regulation,  customs, deposits, energy, taxes,
foreign investment,  labor, mineral, rights of trade unions, etc. The government
does not have any specific



                                       15
<PAGE>


legislation  regarding  terrestrial  broadcasting by MMDS systems. In the future
legislation  may be  introduced  that may impact on the business of the Company.
Since a number of the  Company's  licenses  in  Mongolia  do not have a specific
term, they may be susceptible to termination as a result of the enactment of new
laws in the future.  The Company  monitors on an on going basis  legislation  or
rule changes that may impact the business of the Company.  Please refer to "Part
I Description of Business - Risk Factors."


Taxation

Article  20 of the  Foreign  Investment  Law  allows tax  holidays  and  reduced
corporate   tax   for   businesses   with   foreign   investment.    For   basic
telecommunications networks, there is a ten-year tax holiday and provision for a
50% reduction for a further five years.  In addition,  corporate tax  exemptions
and  deductions  are allowed for businesses  involved in the  implementation  of
introducing  advanced  technology.  Mongolia  recently  removed import taxes and
customs  duties on capital  goods  brought  into the  country as part of foreign
investment in new businesses. A uniform 10% sales tax is imposed on all imports,
manufactured  goods and some services and covers  registered  businesses  with a
turnover exceeding 5 million Tugs. The sales tax base for domestically  produced
goods and services is the selling price of goods,  and the charges for performed
work and rendered services.



                                       16
<PAGE>


Morocco

OmniVision Maroc SARL ("OVM") is currently holding the following documents:

<TABLE>

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Date of License          Title of License or Certificate                Notes                  Duration
- -------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                                           <C>                    <C>
July 20, 1998            Incorporation Certificte
- -------------------------------------------------------------------------------------------------------------------------
April 23, 1998           Exclusive Distribution Contract with           Soread/OmniVision/     5 years
                         Soread (government pay-TV distributor)         Show Time/Gulf
                                                                        DTH
- -------------------------------------------------------------------------------------------------------------------------
Jan 14th 1999            Amendment granting OmniVision Maroc with       Gulf DTH               5 years
                         Exclusive Distribution Rights for              /OmniVision
                         Showtime channels in Morocco
- -------------------------------------------------------------------------------------------------------------------------
March 11, 1999           Letter confirming OmniVision's                 Gulf DTH/              5 years
                         distribution agreement                         OmniVision
- -------------------------------------------------------------------------------------------------------------------------
Jan 14th 1999            Amendment to Agreement dated Jan 14 1999       Gulf DTH/              5 years
                         amending various issues.                       OmniVision
- -------------------------------------------------------------------------------------------------------------------------
Jan 14th 1999            Master Agreement granting certain              Gulf DTH/              5 years
                         Non-Exclusive Rights to distribute             OmniVision
                         ShowTime in Morocco
- -------------------------------------------------------------------------------------------------------------------------
July 16, 1999            Agreement to develop VSAT Networks, and        Globecomm/Omni         5 years
                         technical and system integration               Vision Maroc
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

OmniVision  Africa Ltd,  through its subsidiary  (OVM) was granted the necessary
licenses by the Ministry of Communication to distribute a DTH service throughout
Morocco.  OVM on January  14th 1999  executed an  agreement  with  Showtime,  to
distribute  their  programming  package  throughout  Morocco.  Showtime  started
uplinking its digital  services on NileSat,  in March of 1999,  which allows its
signals to be received  throughout most of North Africa on a 90 cm dish. NileSat
has rapidly established itself as one of the leading satellite solutions for the
Middle East and North Africa  delivering the widest  possible  choice of Western
and  Arabic  channels.  OVM in June of 1999  commenced  the soft  launch  and on
October 22nd proceeded with the hard launch of the Showtime service.


Competition

There are two local free to air TV channels operating.

Canal+Horizon  (20,000 subscribers) offers a 1 channel DTH service, at a cost of
$18 per month,  which is being  broadcast on HotBird on C Band and is encrypted.
In  addition  ART  (2,000  subscribers)  offers 10  channels  and 70 free to air
channels,  costing from $14-28 per month. In order to receive the C band signals
the  subscriber  requires  a  satellite  receiver  ($150-300),  a  C  Band  dish
($90-150), and a decoder

                                       17
<PAGE>

($115-300).  There are 3 other DTH providers all of which are illegal operators.
Their  prices  range from  $700-1000  per year.  It is also  required to have an
address outside of Morocco in order to obtain signals. The ART signals will also
be offered on OmniVision's  decoder, and Showtime is making arrangements for the
ART channels to be included in its lineup.


Subscription  pricing:  Showtime is offered at a price,  which provides  viewers
with the  flexibility  to choose the payment  plan that best suits their  needs.
Packages start from $49 per month,  the Company offers a variety of subscription
and payment options and receiver for less than $2 per Day.

As of December 31, 1999 OmniVision has 150 individual subscriber,  and 3 hotel's
(with combined  total of 780 rooms)  receiving the Showtime  programming.  Gross
revenue in 1999 was US$ 85,000.

OVM has also applied for the necessary licenses by the Ministry of Communication
to distribute  terrestrial  subscriber Pay-TV and Internet  services  throughout
Morocco utilising Wireless MMDS technology.  OVM has requested frequency between
2.3 to 2.9 GHz, which would provide for up to 50 channels of  programming,  with
provision  for 2 way Internet  and data  services.  OVM's  signals will pass 2.9
million+ TV households and it is projected that the subscriber  base will exceed
345,000 by the 5th year of operation.  OVM's Internet  Service  Provider license
there have been approved and the company plans to launch the service by year-end
1999.

OVM signed an agreement with Globecomm  Systems "GSI" (NASDAQ:  GCOM) to provide
systems  integration and end to end wireless solutions for its ISP operations in
Morocco.  As part of the  agreement,  GSI's  subsidiary,  NetSat  Express,  will
provide  Satellite  Internet Access into the US Internet backbone to OmniVision.
GSI  designs,  assembles  and  installs  satellite  ground  segment  systems and
networks  which support a wide range of satellite  communications  applications,
including  fixed,  mobile  and direct  broadcast  services  as well as  military
applications.  NetSat Express provides satellite based Internet access services,
digital media distribution, and integration data, voice and video communications
services.  Nostrad plans to use NetSat Express ACCESS PLUS services to provide a
comprehensive  variety of Internet services including internet access,  hosting,
caching, ip multicasting, ip telephony,  multi-media,  broadcasting. The Company
expects to begin to offer service by the middle of 2000.


Regulations


The government does not have any specific legislation  regarding  terrestrial re
broadcasting by MMDS systems.  In the future  legislation may be introduced that
may impact on the business of the Companythe Company. The Company monitors on an
on going basis legislation or regulation changes that may impact the business of
the Company.


Vital Statistics

<TABLE>

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
          Demography, Economy                                 Source          1994            1995            1996            1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>        <C>             <C>             <C>             <C>
Population                                                      1         26,075,000      26,621,000      27,170,000      27,518,000
- ------------------------------------------------------------------------------------------------------------------------------------
GNP per capita                                                  1              1,164           1,218           1,355
- ------------------------------------------------------------------------------------------------------------------------------------
GNP per capita (PPP)                                            1              3,160           2,980           3,320
- ------------------------------------------------------------------------------------------------------------------------------------
Average exchange rate per US$                                   1               9.20            8.54            8.72            9.53
- ------------------------------------------------------------------------------------------------------------------------------------
Consumer price index                                            1                126             134             138
- ------------------------------------------------------------------------------------------------------------------------------------
Main Telephone Lines                                            3          1,007,000       1,158,000       1,251,000       1,378,000
- ------------------------------------------------------------------------------------------------------------------------------------
Cellular Subscribers                                            3             13,794          29,511          42,942          74,442
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       18
<PAGE>

<TABLE>

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>        <C>             <C>             <C>             <C>
Television Receivers                                            3          1,830,000       2,500,000       3,500,000       5,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
Television Households                                           3                                          3,480,000       4,480,000
- ------------------------------------------------------------------------------------------------------------------------------------
Television per 100 inhabitants                                  3               7.02            9.39           12.88           18.16
- ------------------------------------------------------------------------------------------------------------------------------------
Home Satellite Antennas                                         5                                            403,000
- ------------------------------------------------------------------------------------------------------------------------------------
Internet Hosts                                                  4                                229             468           1,405
- ------------------------------------------------------------------------------------------------------------------------------------
Number of personal computers                                    5             35,000          45,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Source


1.   World bank, from 1993, Office des Postes et Telecommunications estimates,
     1996 UN
2.   Including Public call offices and privately-operated telephone centers
3.   Ministry of Post and telecommunications, ITU, OBS
4.   RIPE
5.   ITU



Morocco

Morocco  is  bounded  on the  north by the  Mediterranean  Sea,  on the east and
southeast  by Algeria,  on the south by Western  Sahara,  and on the west by the
Atlantic  Ocean.  The area of Morocco is about 446,550 sq. km (about 172,413 sq.
mi.).

Morocco's resources are primarily  agricultural,  but mineral resources are also
significant.  Among the latter,  the most  important  is phosphate  rock;  other
minerals include coal, iron, lead, manganese, petroleum, silver, tin, and zinc.

The estimated population for 1995 was 28,260,000,  giving the country an overall
population density of about 63 persons per sq. km (about 164 per sq.. mi.).

The capital of Morocco is Rabat, with a population (1998 estimate, greater city)
of 1,872,000.  Other major urban  centers,  with their 1998  estimated  (greater
city) populations,  are Casablanca  (5,210,000),  the country's largest city and
main seaport;  Marrakech  (1,817,000) and Fes (1,412,000),  both important trade
centers; and Tangier (854,000), a seaport on a bay of the Strait of Gibraltar.

Islam is the established state religion of Morocco. Almost the entire population
is Sunni  Muslim.  The monarch is the supreme  Muslim  authority in the country.
About 1 percent of the  population  is  Christian,  and less than 0.2 percent is
Jewish.

In 1963 schooling became  compulsory in Morocco for children between the ages of
7 and 13, but significantly fewer girls than boys attend classes,  and less than
40 percent of  secondary-school-age  Moroccans actually attend secondary school.
Arabic is the main language of instruction, and French is also used in secondary
schools.  In the early 1990s it was estimated  that 50 percent of the population
was literate. In the late 1980s more than 2.9 million pupils attended primary or
pre-primary  schools,  and more  than 1.3  million  students  were  enrolled  in
secondary and vocational schools.

About 240,000 people were enrolled in schools of higher  education in Morocco in
the late 1980s.  Higher  education of the traditional type is centered in Fes at
Al Qarawiyin University, which was founded in AD 859. Modern higher education is
offered  at  Mohammed V  University  (1957),  at Rabat;  Mohammed  Ben  Abdellah
University (1974), at Fes; Cadi Ayyad University (1978), at Marrakech; Hassan II
University  (1976), at Casablanca;  and Mohammed I University  (1978), at Oujda.
Rabat also has


                                       19
<PAGE>

colleges of fine arts, public administration,  agriculture,  and economics,  and
the School of Native Arts and Crafts (1921) is in Tetouan.

Morocco is primarily  an  agricultural  country,  although no more than about 20
percent of the land is  cultivated.  In the early 1990s gross  domestic  product
(GDP) was  estimated at $28 billion,  or about $1,005 per person.  The estimated
budget  during the same  period  included  revenues  of about $7.5  billion  and
expenditures of about $7.7 billion.

The  principal  crops of Morocco are cereals,  particularly  wheat and barley (3
million  metric  tons in the  early  1990s);  potatoes  (900,000  metric  tons);
tomatoes  (900,000metric  tons);  melons (551,000 metric tons);  olives (500,000
metric tons);  grapes (294,000 metric tons); pulses (163,000 metric tons); dates
(82,000  metric tons);  and sugarcane and sugar beets (3.7 million metric tons).
Many other fruits and  vegetables  are also grown.  Livestock  included about 17
million sheep, 5.5 million goats, and 3.3 million head of cattle.

Morocco is a leading  producer of phosphate  rock;  annual output was about 21.4
million  metric  tons in the early  1990s.  Other  minerals  produced  were coal
(526,000 metric tons), iron ore (149,500),  lead (95,300 metric tons), manganese
ore (49,400 metric tons), and zinc (40,100 metric tons).

Morocco's  manufacturing  sector is made up mostly of  small-scale  enterprises.
Construction materials,  chemicals,  textiles,  footwear,  processed food, wine,
refined  petroleum,  and many  other  kinds of goods are  produced  in  Morocco.
Artisans  produce  fabrics,  leather  goods,  ceramics,  rugs and  carpets,  and
woodwork of high quality.  Annual  production in the early 1990s  included about
1.2 million sq. m (about 1.4  million sq. yd) of rugs and  carpets,  5.8 million
metric tons of cement, and 1.1 million tons of phosphoric acid.

Morocco's  unit of  currency  is the  dirham,  consisting  of 100 francs  (9.651
dirhams equal U.S.$1 in 1998).

Morocco's  leading  exports are phosphates and  phosphoric  acid.  Other exports
include citrus fruit,  wheat,  fish,  and minerals.  Annual exports in the early
1990s earned $3.5 billion.  Imports,  consisting mainly of industrial equipment,
food products,  manufactured goods, and fuels, were valued at $6.5 billion.  The
principal  trade  partners of Morocco are France,  Spain,  Italy,  Germany,  the
United States, and the United Arab Emirates. Morocco gains much foreign exchange
from  remittances by Moroccans  working abroad and from the  expenditures of the
large number of tourists who visit the country each year.

Morocco has extensive port facilities,  concentrated  principally at Casablanca.
Other ports include Agadir, Kenitra, Mohammedia, Safi, and Tangier. In the early
1990s the country had some 1893 km (some 1176 mi.) of railroad  track and 59,198
km (36,786 mi.) of roads, some 47 percent of which were  hard-surfaced.  Morocco
had  about  669,637  passenger  cars  during  the  same  period.   Domestic  and
international air service is provided by Royal Air Maroc;  several major foreign
airlines also serve Morocco.

Radio and television programs are broadcast in several languages in Morocco, and
about 5.4 million radios and 2.9 million television  receivers are in use in the
early 1998s. The country has 12 daily newspapers and numerous periodicals.

Morocco's  work  force in the  mi.d-1980s  included  some 7.4  million  persons.
Approximately 50 percent of the labor force was engaged in agriculture, about 26
percent  worked in services,  and some 24 percent was employed in  manufacturing
and other sectors.


                                       20
<PAGE>


Uganda

OmniVision Uganda Ltd. is currently holding the following documents:

<TABLE>

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Date of License          Title of License or Certificiate             Notes                   Duration
- ------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                                          <C>                     <C>
June, 4 1997             Certificate of Incorporation
                         544,490/1619978
- ------------------------------------------------------------------------------------------------------------------------
May 30, 1997             Joint Venture Agreement                      Orbitornics/OmniVis     50 years
                                                                      sion Africa Joint
                                                                      Venture
- ------------------------------------------------------------------------------------------------------------------------
Dec 16, 1997             Uganda Communications Commission             2.484 Ghz - 2.716       Indefinite
                         Assignment of Frequency                      Ghz                     Refer to Risk Factor 14
- ------------------------------------------------------------------------------------------------------------------------
Sept 7, 1999             Uganda Commuincations Commission             2.484 Ghz - 2.716       Indefinite
                         Extension of Assignment of Frequency         Ghz                     Refer to Risk Factor 14
- ------------------------------------------------------------------------------------------------------------------------
Oct 19, 1998             Uganda Commuincations Commission                                     No Specific Duration
                         Permi.ssion to Operate TV Broadcasting                               Refer to Risk Factor 14
                         Service Through MMDS Techniques
- ------------------------------------------------------------------------------------------------------------------------
May 7, 1998              Uganda Commuincations Commission                                     5 years
                         License to operate a Paging Service                                  Refer to Risk Factor 14
                         License #TL-98-15
- ------------------------------------------------------------------------------------------------------------------------
May 19, 1999             Public  Notice of  OmniVision's  licenses    MMDS-Broadcasting       No Specific Duration
                         to operate  by the Uganda  Communications    & Paging                Refer to Risk Factor 14
                         Commission
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

OmniVision Africa Ltd.,  through its subsidiary  OmniVision Uganda Ltd. ("OVU"),
was granted the  necessary  licenses by the  Ministry of  Communication  and the
Uganda Investment Authority for undertaking telecommunications activities and to
provide 21channels of pay TV (employing radio frequencies between 2.484 to 2.716
GHz). OVU was granted  approval by the Ministry of  Communications  in Uganda to
expand its services to include  paging  services in Kampala,  Jinja and Entebbe.
The paging  operations  are scheduled to be operational in Kampala by the middle
of 2000.  OVU has obtained an agreement to use the existing  transmission  tower
and  site  on the top of  Kololo  Hill  in  Kampala  for  its  MMDS  and  paging
transmission headends.


Competition

There are three local free to air TV channels operating. One is run by the local
government called UTV,  operating on channel 5 VHF; and the other two, which are
privately owned are Sanyu TV on channel 28


                                       21
<PAGE>


UHF and Channel TV on channel 12 VHF. This last station,  however,  is not being
received in most of Kampala  because of the poor location of its broadcast site.
Multichoice  of South  Africa  offers  a M-Net  package  of  three  subscription
channels, consisting of channels 7, 11, and 13 VHF, which are being broadcast in
encrypted mode. Their  programming is comprised a Movie channel (Movie Magic), a
sport channel (Super Sport),  and the M-Net channel showing BBC/Kid TV. Although
this is an adequate choice of  programming,  given limited  alternatives,  it is
very  expensive.   Their  fees  consist  of  approximately   US$120.00  for  the
installation and a monthly fee of about US$45.00.  Nevertheless, even with their
expensive  pricing,  there are approximately  3,500 subscribers to this service.
This indicates the demand for subscription television service.


Proposed Programming Charges

Basic subscriber charge $17.50 for 15 channels of basic with 5 premium channels.

Regulations

The government does not have any specific legislation  regarding  terrestrial re
broadcasting by MMDS systems.  In the future  legislation may be introduced that
may  impact on the  business  of the  Company.  Since a number of the  Company's
licenses in Uganda do not have a specific term they may be more  susceptible  to
termination as a result of the enactment of new laws.  Please refer to "Part I -
Description  of Business - Risk  Factors."  The Company  monitors on an on going
basis  legislation  or  regulation  changes  that may impact the business of the
Company.

Vital Statistics


<TABLE>

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
          Demography, Economy                                Source          1994            1995            1996            1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>        <C>             <C>             <C>             <C>
Population                                                     1          18,592,000      19,022,000      20,256,000      20,791,000
- ------------------------------------------------------------------------------------------------------------------------------------
GNP per capita                                                 1                 282             315             251
- ------------------------------------------------------------------------------------------------------------------------------------
GNP per capita (PPP)                                           1                 860             960           1,030
- ------------------------------------------------------------------------------------------------------------------------------------
Average exchange rate per US$                                  1              979.45          968.90        1,046.08        1,083.01
- ------------------------------------------------------------------------------------------------------------------------------------
Consumer price index                                           1                 227             247             265             283
- ------------------------------------------------------------------------------------------------------------------------------------
Main Telephone Lines                                                          30,449          38,972          47,927          51,829
- ------------------------------------------------------------------------------------------------------------------------------------
Cellular Subscribers                                                                           1,747           4,000           5,000
- ------------------------------------------------------------------------------------------------------------------------------------
Television Receivers                                           2             400,000         500,000         525,000
- ------------------------------------------------------------------------------------------------------------------------------------
Television Households                                          2             399,728         500,278         524,630
- ------------------------------------------------------------------------------------------------------------------------------------
Television per 100 inhabitants                                 2                2.15            2.63            2.59
- ------------------------------------------------------------------------------------------------------------------------------------
Home Satellite Antennas                                        2
- ------------------------------------------------------------------------------------------------------------------------------------
Internet Hosts                                                 3                                  58              17              30
- ------------------------------------------------------------------------------------------------------------------------------------
Number of personal computers                                   4                              10,000          10,500
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Uganda

Uganda,  a republic in eastern Africa,  is bounded on the north by Sudan, on the
east by Kenya, on the south by Tanzania and Rwanda, and on the west by Zaire; it
is a member of the Commonwealth of Nations. Uganda has an area of 241,139 sq. km
(about 93,104 sq. mi.).

                                       22
<PAGE>

Almost all the inhabitants of Uganda are black Africans. About two-thirds of the
people speak the Bantu  language;  they live in the southern half of the country
and include the Ganda,  Soga, Nyoro,  Nkole and Toro ethnic groups.  Most of the
remaining people speak the Nilotic language;  they live in the north and include
the Acholi, Lango, and Karamojong ethnic groups.

The 1995  population  estimate  was  20,405,000,  giving the  country an overall
population  density  of about 85  persons  per sq. km (about  219 per sq.  mi.).
Uganda's growth rate in the early 1990s was about 3 percent.

Uganda's  capital and largest  city is Kampala  (population,  1997  provisional,
1,373,463),  which is located near Lake  Victoria.  Other cities  include  Jinja
(90,979), Mbale (53,634), Gulu (42,841),  Entebbe (71,638),  Soroti (40,602) and
Mbarara (40,383).

The British  educational  system has been influential in Uganda,  and missionary
schools  have played an  important  role in  educating  the people.  In the late
1980's about 2.6 million  pupils  attended some 7,900 primary  schools in Uganda
and some 240,000  students were enrolled in more than 900  secondary,  technical
and teacher-training  schools. Uganda's leading institutions of higher education
are Makerere University (1922) and Uganda Technical College (1954), both located
in Kampala.

The economy of Uganda has shown a steady recovery since 1987 when the Government
of Uganda put into place an Economic  Recovery Program Plan with assistance from
the  World  Bank and the IMF.  As a result  of the  Government's  commitment  to
reforms,  Uganda's  annual Gross  Domestic  Product  (GDP)  growth  averaged six
percent  during  fiscal years  1986-1994  and eight  percent over the past three
years.  GDP growth is expected to average six percent for the next three  years.
The growth occurred across the economy,  with final 1995/96 figures  expected to
show growth of over six percent in agriculture  and nearly  eighteen  percent in
manufacturing.  Mining, transport,  communications and construction sectors also
grew.  The result of this strong  economic  growth is that the  Ugandan  economy
almost doubled in size in the past ten years.

There was an increase in industrial production index from 169.2 in December 1992
to 229.2 in December 1993,  approximately 19%. Much of this growth resulted from
increased  output of drinks and tobacco 25%, food processing 38%, and chemicals,
paint and soap 18%. This  development  resulted from a number of policy reforms,
including  greater control of inflation,  liberalization  of trade, and improved
investment  and exchange  regimes.  These  policies  have  further  improved the
industrial  production  index to 260.6 in 1994 with an approximate  14% increase
over 1993.  The country  has  significant  natural  resources,  including  ample
fertile  lands,  regular  rainfall,  and mineral  deposits.  The gross  national
product (GNP) in 1996s was estimated at $6 billion, or about $300 per capita.


The Government of Uganda appears to be liberalizing the economy. In the past few
years,  the  government  has  abolished  monopolies  in  coffee,  cotton,  power
generation   and    telecommunications.    Foreign   exchange,    based   on   a
market-determined   exchange  rate,  can  be  freely   purchased.   Many  public
enterprises have been privatized or are scheduled for privatization. Loss-making
companies are being  liquidated,  enterprises,  which could be managed better by
private  companies,   are  being  divested,  and  other  enterprises  are  being
restructured.


In 1991 the Uganda legislature,  the National Resistance Council, enacted a law,
the  Investment  Code,  that  provided  conditions  that are more  favorable for
investment  in Uganda  for both  local and  foreign  investors.  Under that same
legislation,  the Uganda Investment Authority was established with the major aim
of promoting and facilitating  investments in Uganda.  The Code came into effect
on 25th January 1991.



                                       23
<PAGE>


Tanzania

OmniVision Tanzania Ltd. is currently holding the following documents:

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Date of License     Title of License or Certiciate                 Notes                  Duration
- --------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                   <C>
Oct 29, 1998        Certificate of Incorporation # 35098                                  No Specific Duration
                                                                                          Refer to Risk Factor 14
- --------------------------------------------------------------------------------------------------------------------
Oct 15, 1998        Joint Venture Agreement between                                       No Specific Duration
- --------------------------------------------------------------------------------------------------------------------
Sept 10, 1998       Tanzania Broadcasting Commi.ssion              2.532 - 2.635 GHz      No Specific Duration
- --------------------------------------------------------------------------------------------------------------------
Aug 13, 1999        Tanzania Broadcasting Commi.ssion              2.509-2.683 Ghz        No Specific Duration
                    Construction   Permi.t   for   MMDS   and      8 channels             Refer to Risk Factor 14
                    Assignment  of   additional   Frequencies
                    for  Pay-TV
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

OmniVision  (Africa)  Ltd.,  through its  subsidiary  OmniVision  Tanzania  Ltd.
("OVT"),  in conjunction with  CableVision  (Africa) Ltd., the parent Company of
Coast Television  Network Ltd. (CTN), has been allocated  frequency  licenses by
the Ministry of Telecommunications for undertaking telecommunications activities
and to provide,  initially, 13 channels (applications for up to 15 channels have
been submitted) of pay TV (employing radio frequencies between 2.5 to 2.58 GHz).
OVT's  local  partner has agreed to provide  the  transmission  tower atop their
building and transmission facilities for the MMDS Pay-TV project.


Tanzania

The United Republic of Tanzania is bounded on the north by Kenya and Uganda,  on
the east by the Indian Ocean, on the south by Mozambique, Malawi and Zambia, and
on the west by Zaire,  Burundi and Rwanda.  The country  includes the islands of
Zanzibar,  Pemba and other offshore  islands in the Indian Ocean. The total area
of Tanzania is 945,087 sq. km (364,898  sq.  mi.).  Dar es Salaam is the capital
and largest city.

The  landscape of mainland  Tanzania is generally  flat and low along the coast,
but a  plateau  at an  average  altitude  of  about  1,200 m  (about  4,000  ft)
constitutes  the greater part of the country.  Isolated  mountain groups rise in
the northeast and southwest.  The volcanic  Kilimanjaro (5,895 m/19,340 ft), the
highest mountain in Africa,  is located near the northeastern  border.  Three of
the great lakes of Africa lie on the borders of the country and partially within
it. Lake  Tanganyika  is located on the  western  border,  Lake  Victoria on the
northwest and Lake Nyasa (Malawi) on the  southwest.  Lakes Nyasa and Tanganyika
lie in


                                       24
<PAGE>

the Great Rift Valley,  a tremendous  geological fault system extending from the
Middle East to Mozambique.

Zanzibar, separated from the coast of the mainland by a channel some 40 km (some
25 mi.) wide, is about 90 km (about 55 mi.) long and covers an area of 1,658 sq.
km (about 640 sq. mi.).  It is the largest coral island off the coast of Africa.
Pemba, some 40 km (some 25 mi.) northwest of Zanzibar,  is about 68 km (about 42
mi.)  long  and has an area of  approximately  984 sq.  km (380 sq.  mi.).  Both
Zanzibar and Pemba are mostly low-lying.

Diamonds are by far the most important of the minerals currently being exploited
in  Tanzania.  Large  deposits  of coal and  iron ore are  known to exist in the
southern  region.  Forestland  constitutes one of the most  substantial  natural
resources  of the  country.  Among the many  hardwoods  found are  mahogany  and
camphorwood.  The  country  abounds  in  wildlife,  including  antelope,  zebra,
elephant, hippopotamus, rhinoceros, giraffe, lion, leopard, cheetah and monkey.

The  population  of Tanzania  (1995  estimate) is about  30,742,000,  giving the
country an overall  population  density of about 33 persons per sq. km (about 84
per sq. mi.). Yet, the population distribution is irregular, with high densities
found near fertile soils around  Kilimanjaro  and the shores of Lake Nyasa,  and
comparatively  low density  throughout much of the interior of the country.  The
government  has reversed a policy of resettling  people in  registered  villages
after its effectiveness proved limited.

The largest city and seat of government,  Dar es Salaam, has a population (1997)
of 3,260,850.  Other major cities are Mwanza (223,013), a port on Lake Victoria,
and Tanga (187,634), an industrial center and seaport. Zanzibar (357,634) is the
largest city on the island. Dodoma (203,833) has been designated as the eventual
capital of Tanzania.

Under  the  new  administration  of  President  Benjamin  Mkapa,  the  Tanzanian
Government  has set out to  reverse  the  socialist  policies  began  by  former
President Nyerere and to reduce government interference in the economy. As such,
the government has embarked on a policy of selling off government  corporations.
This effort has  continued  over the last  twelve  months with a number of large
corporations going up for auction.  The largest and most notable  corporation on
the  auctioning  block,  the  Tanzanian  Cigarette  Company,  has  been  sold to
RJR/Nabisco Corporation.

The  economy  of  Tanzania  is  primarily  agricultural.  More  than  80% of the
economically  active population is engaged in farming and agricultural  products
account for about 75% of the annual exports.

The country is the  world's  largest  producer of sisal and cloves.  A series of
development  plans has stressed  growth of the  agricultural  cash economy and a
reduction in dependence on imports for manufactured  goods. GDP (1995):  US$ 4.0
bil. Real GDP Growth Rate (1995): 3.9%

The Tanzanian  government  continues to provide  incentives to outside investors
wishing to invest in Tanzania.  In 1990, the  government  created the Investment
Promotion Center (IPC) and charged it with promoting international investment in
Tanzania,  assisting potential investors, and providing investment incentives to
individuals  and  companies  wishing to set up shop in  Tanzania.  In 1995,  the
government  introduced  a uniform  tax of 5 percent on imported  capital  goods,
thereby  rationalizing  (and  encouraging)  investment  across  the board  while
reducing the negative effect of excessive special exemptions.



                                       25
<PAGE>

D.   Risk Factors

1.   The Company has had a limited operating history.

     The Company has only recently commenced  operations and has limited assets.
It has a limited  record  of  commercial  production,  earnings  or  sales.  The
Company,  therefore,  must be considered  promotional and in its early formative
and development stage.

2.   The  Company's  success  is based  upon the  commercial  acceptance  of its
products and services.

     There is no assurance that the Company's products and services will achieve
commercial acceptance or, if they do, that a functionally  equivalent product or
service  will not be  developed  by  competitors  with  access to  significantly
greater  resources to devote to research,  development  and marketing.  There is
nothing  at this  time  upon  which to base an  assumption  that  the  Company's
business plan will prove successful,  and there is no assurance that the Company
will be able to operate profitably.

3.   The Company may need  additional  funding in order to fully  implement  its
business plan.

     The  Company  has  limited  financial  resources  and  does  not  have  any
significant cash flow at this time;  accordingly,  to the extent that additional
funds are required,  the Company will seek to obtain such funds  through  equity
and/or debt  offering.  There is no assurance  that if  additional  funding were
needed, it would be available to the Company on terms and conditions  acceptable
to it.  Failure to obtain such  additional  financing  could  result in delay or
indefinite  postponement  of the  process to the market  place or the ability to
supply  sufficient  product to the market  place on a continual  and  profitable
basis.

4.   The Company may face competition from larger companies.

     The  communications  industry  is  intensely  competitive  and the  Company
competes and will compete with companies having greater financial  resources and
technical  facilities.  Therefore  to the  extent  that the  Company  is able to
establish  sales,  revenues and property  there is no assurance that it would be
able to sustain such sales, revenues and profits. Moreover, although not a major
factor today, if and when the Company begins  achieving its objectives,  larger,
better  financed  companies  in  peripheral  businesses  may be attracted to the
Company's  markets.  They may be prepared to spend large sums quickly to develop
competitive  products  and to mount major  marketing  campaigns.  The Company is
aware of this  possibility  and hopes to establish  itself as an industry leader
early on. Time is of the  essence  and the  Company's  financing  and  marketing
programs are essential to minimize this risk.

5. The  Company's  success in the countries in which it operates is dependent on
access to adequate labor and key personnel.

     The Company will depend upon recruiting and maintaining qualified personnel
to staff its operations.  The Company believes that such personnel are currently
available at reasonable salaries and wages. There can be no assurance,  however,
that such  personnel  will always be  available  in the future.  The  continuing
development of the process has been almost  entirely  dependent on the skills of
management  and certain key  employees of the Company with which the Company has
no employment  agreements.  Loss of the services of any part of this  management
team and key employees  could have a material  adverse  effect upon the Company.
Please refer to "Item 5. Directors,  Executive  Officers,  Promoters and Control
Persons."


                                       26
<PAGE>


6. In the future  there may be  conflicts  of  interest  between the Company and
other entities affiliated with its officers and directors.

     From time to time certain of the directors  and  executive  officers of the
Company may serve as directors or executive  officers of other companies and, to
the extent that such other companies  participate in the industries in which the
Company may  participate,  the  directors  of the Company may have a conflict of
interest.  In addition,  the Company's  dependence on directors and officers who
devote time to other business  interests may create conflicts of interest,  i.e.
that the fiduciary  obligations  of an individual to the other company  conflict
with the  individual  fiduciary  obligations  of the  Company  and  visa  versa.
Directors and officers must exercise  their judgment to resolve all conflicts of
interest in a manner  consistent with their fiduciary duties to the Company.  In
the event that such a conflict of interest  arises at a meeting of the directors
of the Company,  a director who has such a conflict will abstain from voting for
or against the approval of such a  participation  or such terms.  In appropriate
cases, the Company will establish a special  committee of independent  directors
to  review a matter  in  which  several  directors,  or  management,  may have a
conflict.  The Company is not aware of the existence of any conflict of interest
as described herein.

7. The  Company  has not  paid  any  dividends  nor  does it  expect  to pay any
dividends in the foreseeable future.

     Since its  inception,  the Company has had no earnings and has not paid any
dividends on its Common  Stock.  Payment of future  dividends,  if any,  will be
determined  by the  Company's  Board  of  Directors  based  on  conditions  then
existing,  including the Company's financial  condition,  capital  requirements,
cash flow, profitability,  business outlook and other factors. Additionally, the
Company intends for the  foreseeable  future to follow a policy of retaining all
or  substantially  all of its earnings,  if any, to finance the  development and
expansion of its business.

8.   The Company is subject to currency risks.

     The Company is exposed to currency risk as some of its accounts payable are
denominated  in currencies  other than the US dollar.  The Company earns revenue
and incurs operating expenses  predominantly in US dollars.  Unfavorable changes
in the applicable exchange rates may result in a decrease or increase in foreign
exchange gain or loss.

     The  Company  does not use  derivatives  to reduce its  exposure to foreign
currency risk.

9.   The Company may be subject to credit risks.

     Credit  risk  arises from the  possibility  that the  entities to which the
Company sells  products or services may experience  financial  difficulty and be
unable to  fulfill  their  contractual  obligation.  This risk is  mitigated  by
proactive  credit  management  policies that include  regular  monitoring of the
debtor's payment history and performance, geographic location of the debtor, and
obtaining collateral security where appropriate.


10.  The Company may be subject to "Year 2000" risks.


     Currently  the Company  does not rely on any  computer  programs  that will
materially  impact  the  operations  of the  Company in the event of a Year 2000
disruption.  However, like any other Company,  advances and changes in available
technology can  significantly  impact its business and operation.  Consequently,
although the Company has not identified any specific year 2000 issue,  the "Year
2000" problem creates risk for the Company from  unforeseen  problems in its own
computer systems and from

                                       27
<PAGE>


third parties, including but not limited to financial institutions, with whom it
transacts  business.  Such failures of the Company and/or third parties computer
systems  could have a material  impact on the  Company's  ability to conduct its
business.  Please refer to "Item 2. Management's Discussion and Analysis or Plan
of Operation."

11. The sale or  transfer  of the shares by  shareholders  may be subject to the
so-called "Penny Stock Rules."

     Under  Rule  15g-9 of the  Exchange  Act, a broker or dealer may not sell a
"penny  stock" (as defined in Rule  3a51-1) to or effect the purchase of a penny
stock by any person unless:

     (a)  such sale or purchase is exempt from Rule 15g-9;

     (b)  prior to the  transaction  the broker or dealer has (1)  approved  the
          person's  account for  transaction in penny stocks in accordance  with
          Rule 15g-9,  and (2) received  from the person a written  agreement to
          the  transaction  setting forth the identity and quantity of the penny
          stock to be purchased; and

     (c)  the purchaser has been provided an appropriate disclosure statement as
          to penny stock investment.

     The Commission  adopted  regulations that generally define a penny stock to
be any equity  security other than a security  excluded from such  definition by
Rule  3a51-1.  Such  exemptions  include,  but are not  limited to (1) an equity
security  issued  by an  issuer  that has (i) net  tangible  assets  of at least
US$2,000,000,  if such  issuer has been in  continuous  operations  for at least
three years, (ii) net tangible assets of at least  US$5,000,000,  if such issuer
has been in  continuous  operation  for less than three years,  or (iii) average
revenue of at least  US$6,000,000  for the preceding three years; (2) except for
purposes of Section 7(b) of the Exchange Act and Rule 419, any security that has
a price of US$5.00 or more;  and (3) a security  that is  authorized or approved
for  authorization  upon notice of issuance  for  quotation  on the NASDAQ Stock
Market,  Inc.'s Automated  Quotation  System. It is likely that shares of Common
Stock,  assuming  a market  were to  develop  therefore,  will be subject to the
regulations on penny stocks;  consequently,  the market liquidity for the Common
Stock may be  adversely  affected by such  regulations  limiting  the ability of
broker/dealers   to  sell  the  Company's   Common  Stock  and  the  ability  of
shareholders to sell their securities in the secondary market.

     Moreover,  the  Company's  shares  may only be sold or  transferred  by its
shareholders  in those  jurisdictions  in which an exemption for such "secondary
trading" exists or in which the shares may have been registered.

12. Since there is a limited market for the Company's Common Stock, shareholders
may find it difficult to sell their shares.

     Although the Common Stock is quoted for trading on the "pink sheets," it is
not quoted on any exchange.  Therefore,  the market for and the liquidity of the
Common Stock is very limited.

     In the absence of a security being quoted on NASDAQ,  or the Company having
$2,000.000 in net tangible assets,  trading in the Common Stock would be covered
by a Securities  and Exchange  Commission  (the  `Commission")  rule under which
broker/dealers  who recommend such securities to persons other than  established
customers and accredited investors (generally institutions with assets in excess
of  $5,000,000 or  individuals  with net worth in excess of $1,000,000 or annual
income  exceeding  $200,000 or  $300,000jointly  with their  spouse) must make a
special written  agreement to a transaction  prior to sale.  Securities are also
exempt from the rule if the market price is at least $5.00 per share.

                                       28
<PAGE>


     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure  related to the market for penny  stock and for trades in
any  stock  defined  as a penny  stock.  The  Commission  has  recently  adopted
regulations under such act which defines penny stock to be any non-NASDAQ equity
security that has a market price of less than $5 per share (as defined).  Unless
exempt,  for  any  transaction  in a penny  stock,  the new  rules  require  the
delivery,  prior to any transaction in a penny stock,  of a disclosure  schedule
prepared by the Commission  explaining  important  concepts  involving the penny
stock  market,  the  nature  of such  market,  terms  used in such  market,  the
broker/dealer/s  disciplinary  history and the customer's rights and remedies in
case of fraud or abuse in the sale.

     Disclosure  also  has to be made  about  commissions  payable  to both  the
broker/dealer  and the  registered  representative  and  current  quotations  of
securities.  Finally,  monthly  statements must be sent disclosing  recent price
information  for the penny  stock held in the  account  and  information  on the
limited  market in penny  stocks.  Non-NASDAQ  stock would not be covered by the
definitions  of penny  stock for (i)  issuers  who have  $2,000,000  in tangible
assets ($5,000,000 if the issuer has not been in continuous operations for three
years);  (ii) transactions in which the customer is an institutional  accredited
investor; and (iii) transactions that are not recommended by the broker/dealer.

13. Shareholders may be subject to dilution through the possible future issuance
of common stock.

     The Company is authorized to issue up to 25,000,000 shares of Common Stock.
Presently there are 11,100,000  shares of Common Stock  outstanding.  Additional
issuances of Common Stock may be required foe raising  capital,  acquiring stock
or  assets of other  companies,  compensating  employees  or  undertaking  other
activities without stockholder  approval.  These additional  issuances of Common
Stock  will  increase  the  number of  outstanding  shares  and  further  dilute
stockholders' interest. Since the Company's Common Stock is currently subject to
the existing  rules on penny  stocks,  the market  liquidity  for the  Company's
securities can be severely adversely affected.


14. The Company is subject to the risks generally  associated with operations in
foreign and developing countries.

     The Company is subject to risks  associated  with  operating in foreign and
developing  countries.  These  risks may take the form of,  but not  necessarily
limited to, nationalization,  expropriation, or regulated out of existence (this
can be done in whole or in  part),  riots,  and war  change in tax  rates,  or a
freeze on capital repatriation.

     The  target  countries  have in place  internationally  recognized  laws to
protect and encourage foreign  investment.  The target countries do not have any
specific legislation  regarding  terrestrial  rebroadcasting by MMDS systems. In
the future  legislation may be introduced that may impact on the business of the
Company.  The Company  monitors on an on-going  basis  legislation or regulation
changes that may impact the business of the country.

15. The Company is subject to general  business risks  associated with providing
its products and services.


Such risks include:


                                       29
<PAGE>

Pirating of Signals.  All MMDS systems in the target  markets will have in place
the most up to date encryption technology to reduce pirating of signals.

Bill  Collections.  In  order  to  minimize  collection  risk,  the  Company  is
implementing  computerized tracking, which will monitor customer payment records
and suspend or cancel  service for  non-payment.  This can be done from the head
office without the need to visit the subscriber premises. As the Company will be
selling  instead of leasing  out its  decoders,  loss from  non-payment  is also
reduced.

Service  interruptions  due to poor  installation.  The Company will institute a
quality  assurance  program in conjunction  with on-going  training and customer
service  monitoring  to  ensure  quality  service  at  a  reasonable  cost.  The
installation of subscriber equipment is a relatively simple task, which requires
basic mechanical skills.

However,  no assurance  can be given that the  Company's  efforts to minimize or
eliminate these risks will prove successful.

16. The Company may be subject to certain risks arising from technical  problems
associated with providing its products and services.

Such risks include:

Quality of hardware  products  can cause  service  problems.  All the  equipment
manufacturers  providing  systems  for the  projects  will have  installed  MMDS
systems throughout the world and have a long service record.

Equipment  maintenance  problems  due to  non-availability  of parts and  timely
delivery.  The  Company  will  have  back up  equipment  available  on site.  In
addition,  the  main  transmitter  has  redundancy  built in to  reduce  service
interruption.

Satellite Delivery problems. As programming originates, and is downlinked,  from
numerous satellites in the region,  program providers would be able to switch to
alternative  delivery  during  periods  of  down  time  as  there  is  available
transponder space for such switching.

Analog to Digital  Conversion.  The current engineering design of the systems to
be  implemented  have the ability to be  upgraded to digital in the future.  The
customer  equipment  will  also  have to be  upgraded,  however  until the price
becomes more affordable the digital conversion will not take place.

However,  no assurance  can be given that the  Company's  efforts to minimize or
eliminate these risks will prove to be successful.

Item 2. Management's Discussion and Analysis or Plan of Operation

Results of Operations


     The Company is a start up telecommunications company.  Expenditures to-date
have been primarily  focused on purchasing  capital  equipment,  and for general
overhead  in the  Company's  three  international  offices.  Its only  source of
operational  revenues at this  start-up  phase is from its Pay-TV  operations in
Morocco, and the paging operations in Mongolia.  Consequently,  the Company lost
$970,000 or $0.13 per share during the year ended December 31, 1998 ("YE 98") as
compared with experiencing a loss of


                                       30
<PAGE>

$327,000 or $0.11 per share during the nine months ended  December 31, 1997 ("YE
97"). The Company's  primary focus for the last two years has been and continues
to be MMDS  Subscription  TV  services  and is  currently  licensed  in Kampala,
Uganda; and in Dar es Salaam,  Tanzania. The Company is authorized to distribute
DTH subscriber  Pay-TV in Morocco.  The Company will implement these licenses as
soon as possible and is also  endeavoring  to obtain MMDS licenses in areas with
great potential for Subscription TV.

Year ended December 31, 1998 compared to the year ended December 31, 1997

     During YE 98 the Company commenced implementation of its Pay-TV services in
Morroco,  under an  exclusive  distribution  agreement  with  Showtime (a Viacom
company) and Paging and MMDS operations in Kampala, Uganda. To date, the Company
has  completed its  construction  of its head-end site for the Pay-TV and Paging
systems. The Paging  transmitters,  terminal and pager inventory are on site and
the Company  plans to launch this  operation in  December.  The Company has also
recently  completed  engineering  and systems  design for Tanzania and Ghana and
plans to launch Pay TV services  there in 1st Q 2000. Due to the slowdown of the
Asian markets and unresolved  programming copyright issues,  facilitation of the
Subscription TV roll out in Mongolia has been delayed.


     The Company has secured an agreement to distribute  "Showtime"  programming
package, a DTH service in Morocco. Showtime is a Viacom Company headquartered in
Dubai, UAE and uplinks 12 specialty Pay-TV channels and 25 Free to Air channels.


     During the 3rd  quarter,  the  Company  completed  a private  placement  of
1,500,000  shares  raising a total of $955,255 net of $19,745 in finder's  fees.
Also  during the YE 98, the  Company  closed on its  acquisition  of the balance
(20%) of OmniVision (U) Ltd. by issuing  500,000  shares;  as well as closing on
its 80% owned  OmniVision Ghana Ltd. by issuing to Nostrad  Singapore  1,200,000
shares.  The Company also entered into a Stock Option Plan where it is committed
to  issue  up  to  1,500,000  shares  to  officers,  directors,  employees,  and
consultants  upon  exercise of options.  The Company has also issued an offering
memorandum to raise  $5,000,000 by issuing 50 units of $100,000 each,  each unit
consisting of 100,000 shares and 50,000 share purchase  warrants  exercisable at
$1.00 in year one and $1.50 in year two.

     During YE 98, General and administration  expenses, net of depreciation and
foreign  exchange  were  $792,000 as compared to $128,000  during the YE 97. The
cause of this  increase  is due to the  opening of the  Kampala  head office and
increased administration activities.

     As at December  31,  1998,  the  Company's  working  capital was a $777,000
deficiency,  as compared to working  capital of $11,000 as at December 31, 1997.
The Company owed  $582,000 to certain  shareholders.  This amount is included in
the working capital deficiency. The Company has no other long-term liabilities.


Nine months ended September 30, 1999 compared to the nine months ended September
30, 1998

During Fiscal-99 the Company:

1.   Commenced providing direct to home ("DTH") television service in Morocco.

2.   Commenced  ordering  the  balance of the  equipment  required to launch its
     Paging and MMDS  operations in Kampala,  Uganda.  To date,  the Company has
     completed  its  construction  of its head-end  site for the Paging and MMDS
     systems.

3.   Completed  the main  antenna  atop the  largest  building in Dar es Salaam.
     Commenced leasehold improvements required

4.   Completed  engineering  and systems design for Tanzania and Ghana and plans
     to launch Pay TV


                                       31
<PAGE>


     services  there in 1st  Quarter  2000.  Due to the  slowdown  of the  Asian
     markets and unresolved  programming  copyright issues,  facilitation of the
     Subscription TV roll out in Mongolia has been indefinitely delayed.

     The  Company  has  entered  into  an  agreement  to  distribute  "Showtime"
programming  package,  a Direct  to Home  (DTH)  service.  Showtime  is a Viacom
Company headquartered in Dubai, UAE and uplinks 12 specialty Pay-TV channels and
25  Free to Air  channels.  The  Company  is also  in the  process  of  securing
exclusive  licenses for MMDS frequencies in the Ivory Coast,  Morocco,  Tunisia,
Bangladesh  and  Indonesia.  In  Pakistan  NOSTRAD  is in the  final  stages  of
negotiations   to  acquire   equity  and  to  provide   Subscriber   Management,
Programming,  Operational and Technical  Management for the country's  exclusive
MMDS  operator.  It is  planned  to  utilize  and  expand  on  the  transmission
equipment, the current viewing base (estimated to be around 600,000 households),
and the frequency spectrum of the current operation.  NOSTRAD intends to upgrade
the current head-end to receive  digitally  encrypted  signals and to re-encrypt
the signal for the terrestrial  re-broadcast of the Subscription TV service.  In
addition,   NOSTRAD  will  implement  a  complete  operational  plan,  including
installation of a subscriber  management system and marketing strategy,  as well
as acquisition of programming for the network.

     During Fiscal-99,  General and administration expenses, net of depreciation
and foreign  exchange were $740,000 as compared to $330,000  during Fiscal - 98.
The cause of this  increase is due to the opening of the Kampala and  Casablanca
offices and increased administration activities.

Liquidity and Capital Resources

As at  September  30,  1999,  the  Company's  working  capital was a  $1,275,000
deficiency,  as  compared  to  working  capital  deficiency  of  $271,000  as at
September  30,  1998.  The  Company  currently  owes  $677,000  to its  majority
shareholders as well as $346,000 to officers.  These amounts are included in the
working  capital  deficiency.  The Company has no other  long-term  liabilities.
Additional working capital is intended to be raised by way private placement and
further borrowings from its majority shareholder.

Plan of Operation

Projects

o    The Morocco DTH project. The Company has commenced marketing ShowTime's DTH
     services with the hard launch scheduled for the end of commenced in October
     1999.  The initial  inventory  of decoder  boxes and  receiver  dishes have
     arrived in country.  As of December 31, 1999  OmniVision has 150 individual
     subscriber,  and 3 Hotel's (with combined total of 780 rooms).  The Company
     is obligated to commence marketing the DTH service.  In order to accomplish
     this the Company will require $75,000 in the 1st Quarter of 2000.

o    The Uganda Pay TV project.  It is anticipated that the Company will be able
     to roll out the Pay TV  project in the  second  half of the year  2000.  In
     order to accomplish this the Company will require an additional $800,000 to
     cover inventory,  marketing,  additional equipment and other startup costs.
     Subject to receiving financing,  the Company anticipates that the equipment
     will arrive in Kampala by the end of May 2000.  The  Company has  completed
     the  construction  of the  head-end  and entered  into a long term lease of
     tower space on Kololo Hill.

o    The Uganda Pager System. The Company has acquired licenses to provide pager
     service throughout  Kampala.  It is planned to launch the Paging service by
     the middle of 2000. The Paging and Pay TV



                                       32
<PAGE>


     project will be administered and managed from the same location.

o    The  Mongolian  Pager System.  The Company has  commenced  marketing of its
     pager system in Mongolia. The Company has the capacity of 4,000 subscribers
     with its  current  equipment.  The break  even level is  approximately  500
     pagers.

o    The  Mongolian  PAY-TV  project.   The  Company  has  decided  to  postpone
     indefinitely its launch of Pay TV in Mongolia.  The reason for the delay is
     due to the lack of regulatory  control on hard cable systems,  resulting in
     intense  competition and  non-compliance  by competitors  with  programming
     copyrights,  i.e. they are relaying  unauthorized  (pirated)  signals.  The
     Company at this time still  holds the rights to the  frequency  and various
     licenses to operate.

o    The Tanzania Pay TV project.  The Company has decided to commence  roll out
     of Pay TV in Dar es Salaam at  approximately  the same time as  Uganda.  In
     order to accomplish this the Company will require an additional $1,000,000.
     The Company plans to co-locate its  transmission  facilities with its local
     partner,  Central Television Network (CTN), which operates one of the local
     free to air Television stations.


Funding


     To date, the Company has obtained licenses to provide PAY-TV in areas where
over  5,400,000  TV  households  will be passed by the  Company's  signals.  The
Company  must now  commence  a  marketing  program  and sell its  receivers  and
subscription to the TV households.  If all or parts of the target markets are to
be rolled out, the Company must raise  approximately  $8.0 million over the next
24 months. The Company plans to raise the funds by way of equity, debt, or other
similar financial instruments. The Company plans to seek assistance from various
investment  advisors  to advise the  Company on the most  appropriate  method of
raising these funds on a best effort basis.



     Statements in this registration  statement that may not be historical facts
and that may be forward-looking statements are subject to a variety of risks and
uncertainties.  There are a number of important  factors that could cause actual
results  to  differ  materially  from  those  expressed  in any  forward-looking
statements made by the Company.  These factors include,  but are not limited to:
(i)  the  nature  of  the  Pay  TV  markets,   specifically  obtaining  suitable
programming  at a  reasonable  cost,  (ii) the  ability of the  Company to raise
capital for  projects  within the context of overall  telecommunication  capital
market dynamics, (iii) the establishment of a sustainable subscriber base to the
point of economic  viability,  (iv) the  viability  of Pay TV projects  based on
imperfect demographic analysis,  (v) regulatory changes impacting on the nature,
scope and content of projects and operations,  throughout the Company's areas of
operations,  (vi)  other  factors  detailed  from time to time in the  Company's
filings with the United States Securities and Exchange Commission,  and (vii) or
any other  factors.  In order to mitigate the  political  risk in the  Company's
target markets,  the Company has arranged for political risk insurance  provided
through  Lloyd's  of  London,  based on a variable  valuation  of the  operating
companies in the nations concerned.



                                       33
<PAGE>


     The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year.  Date-sensitive  systems may  recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000,  and, if not addressed,  the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's  ability to conduct  normal  business  operations.  It is not
possible  to be certain  that all aspect of the Year 2000  Issue  affecting  the
Company,  including  those  related to the efforts of customers,  suppliers,  or
other third parties will be fully resolved. To date the Company has not incurred
any year 2000 issues.


Item 3. Description of Property

Vancouver


     The Company  maintains an office at Suite  2482-- 650 West Georgia  Street,
Vancouver,  BC, Canada. The office lease is month to month term at a cost of CND
1,200 per month.  Based on the current  market  conditions  for office space the
Company is confident  that it could secure other offices under similar terms and
conditions  should its tenancy be terminated.  It is equipped with the necessary
office  telecommunications and equipment to provide the day to day management of
the Company's operations.


Singapore


     The Company  maintains  an office at  #14-20/03  Forum,  583 Orchard  Road,
Singapore  for a period  of three (3)  years  commencing  from 25 May 1998 to 24
April  2001 with an  option to renew for a further  term of three (3) years at a
cost  of  $7,500  per  month.   It  is  equipped  with  the   necessary   office
telecommunications  and  equipment to provide the day to day  management  of the
Company's operations in Asia.



Ulanbatar Mongolia


     HomeVision,  maintains an operational  office and transmission  facility at
the Mongolia Broadcasting Station in Ulannbatar.  The term of the lease is for 3
years  commencing  January 1 1997  currently the offices are on a month to month
basis at a cost of  approximately  $900 per month.  Based on the current  market
conditions for office space in Ulannbatar.Ulaanaabatar  the Company is confident
that it could secure other offices under similar terms and conditions should its
tenancy  be   terminated.   The  offices  are  equipped  with   computers,   and
telecommunication infrastructure.  The transmission facility includes 2 DX and 1
Eagle 250Watt  paging  transmitters,  a Zetron 2000 and a 640A paging  terminal,
transmission antennas and pager inventory.


Kampala, Uganda


     OVU  maintains an  operational  office at Plot 5 Clemente  Road,  Nakasero,
Kampala,  Uganda.  The  term of the  lease is for a period  of five  years  from
September  7, 1998 with one  five-year  option at a cost of $900 per month.  The
offices are equipped with computers,  telecommunication infrastructure, a Zetron
2000  paging  terminal,  pager  inventory,  and radio link  transmitters  to the
Company's Kololo Hill transmitter facility.  The transmission facility on Kololo
Hill  includes,  1 DX 250Watt  paging  transmitter  and 2 50 Watt  ComWave  MMDS
transmitters,  satellite receiving equipment,  power conditioning and electrical
distribution infrastructure.


                                       34
<PAGE>

Rabat, Morocco


     OVM, maintains an office a repair and distribution  center at Villa Yasmina
31 Ave.  Tarikibn Ziad,  Rabat Morocco.  . The offices are sub-leased  from Afro
American Services on a month to month basis at a cost of $1,000 per month. Based
on the  current  market  conditions  for  office  space in Rabat the  Company is
confident  that it could secure other offices under similar terms and conditions
should its  tenancy be  terminated.  The offices are  equipped  with  computers,
telecommunication  infrastructure,   VSAT  receive  only  satellite  dishes  and
satellite receiver equipment.  The offices also include demonstration facilities
for showing  satellite  television  programs that the Company  distributes.  The
repair and distribution center includes test installation, and electronic repair
equipment,  and Integrated  Receiver  Decoder,  satellite dish and coaxial cable
inventory.



                                       35
<PAGE>

Item 4.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of September 30, 1999,  (i) each
person who is known by the Company to own  beneficially  more than five  percent
(5%) of the  Company's  outstanding  Common  Stock;  (ii) each of the  Company's
directors and officers; and (iii) all directors and officers of the Company as a
group.

<TABLE>

<CAPTION>
=================================================================================================
                                                                Shares of           Percentage of
                                                                Common              issued and
                                                                Stock               outstanding
                             Name and address                   Beneficially        shares held
                            of Beneficial Owner                 Owned
- -------------------------------------------------------------------------------------------------
<S>                                                              <C>                      <C>
Nostrad Telecommunications Pte. Ltd.
(70% Kam Lo Lim, 20% SS Teo, 10% C Farnworth)
14-02-03 Forum 583 Orchard Road, Singapore 238884                5,303,000                48%

Siong Seng Teo
23 Queen Astrid Park, Singapore 266828                           2,144,900(2)             19%

Kam Lo Lim
24 Cornwall Gardens, Singapore 269649                            5,903,000(3)             52%

Cher Lim
437 Southborough Dr., West Vancouver, BC Canada V7S 1M3            100,000                 1%

Chris Farnworth
901- 1188 Quebec Street, Vancouver, BC, Canada V6A 4B3             782,473(4)              7%

David Alexander
2555 Keats Road, North Vancouver, BC, Canada, V7H 2M7              217,000(5)              2%

Directors and Officers as a group (6 persons)                    7,026,173                61%
=============================================================================================
</TABLE>


                                       36
<PAGE>





(1)  Nostrad   Telecommunications  Pte.  Ltd.  (previously  defined  as  Nostrad
Singapore) is a privately owned  Singapore  company the share ownership of which
is as follows Kam Lo (Lawrence) Lim, a director and President of the Company who
owns  60%;  Siong  Seng Teo a  director  of the  Company  owns 30%;  and,  Chris
Farnworth, a Senior Vice President and director of the Company owns 10%.

(2) Includes 1,590,900 shares of the shares owned of record by Nostrad Singapore
and reflecting Mr. Teo proportionate interest in Nostrad Singapore, but does not
include  91,667 owned by Teng Seng Teo (Mr.  Teo's  brother) as to which Mr. Teo
disclaims any beneficial ownership.

(3) Includes the 5,303,000  shares owned of record and  beneficially  by Nostrad
Singapore  but does not include  93,333  shares  owned of record by Lim Yok Blen
(Mr.  Lim's  father),  75,000 shares owned by Kam Soe Lim (Mr.  Lim's  brother),
91,667 owned by Siew Lee Lim (Mr.  Lim's sister) and 98,334 shares owned by Tang
Wan Tien (Mr.  Lim's mother) as to which shares Mr. Lim disclaims any beneficial
ownership.  Also includes 200,000shares  underlying an option granted to Mr. Lim
by the Company. See "Item 6. Executive Compensation."

(4)  Includes  530,000  shares of the  shares  owned by  Nostrad  Singapore  and
reflecting Mr. Farnworth's  proportionate interest in Nostrad Singapore,  18,000
shares  owned of record by Mr.  Farnworth's  wife  Myrna  Farnworth,  and 27,000
shares owned by GECO Holding Ltd, a British Columbia  corporation,  wholly owned
by Mr. Farnworth.

     Also includes 150,000 shares  underlying an option granted to Mr. Farnworth
by the Company. See "Item 6. Executive Compensation."

(5) Owned of record by 482130  BC Ltd,  a British  Columbia  corporation  wholly
owned by David  Alexander.  Also includes  150,000  shares  underlying an option
granted to Mr. Alexander by the Company. See "Item 6. Executive Compensation."


                                       37
<PAGE>

Item 5.  Directors, Executive Officers, Promoters and Control Persons

     The  following  persons are the  directors  and  executive  officers of the
Company:

<TABLE>

<CAPTION>
===========================================================================================================
Name                     Age     Position Held                                          Term
- -----------------------------------------------------------------------------------------------------------
<S>                      <C>     <C>                                                    <C>
Dr. John Tydeman         53      Chairman of the Board and Director                     July 1, 1998


                                                                                        Chairman as of
                                                                                        September 27, 1999
- -----------------------------------------------------------------------------------------------------------
Lawrence Lim             41      Chief Executive Officer, President and Director        September 30, 1997
- -----------------------------------------------------------------------------------------------------------
Chris Farmworth          49      Senior Vice President, Business Development and
                                 Operations,                                            February 1, 1998.
- -----------------------------------------------------------------------------------------------------------
David Alexander          48      Chief Financial Officer                                 March 1, 1998
- -----------------------------------------------------------------------------------------------------------
Siong Seng Teo           52      Director                                               September 30,
- -----------------------------------------------------------------------------------------------------------
Cher Lim                 28      Director                                               September 30, 1997
- -----------------------------------------------------------------------------------------------------------
</TABLE>

     All directors and officers of the Company are elected annually to serve for
one year or until their successors are duly elected and qualified.


     The Company  currently has four full time personnel and is supported to the
extent required by outside  experts and  consultants.  Additional  staff will be
recruited as required to support the Company's  growth and  development.  All of
the full time  personnel are  contracted  consultants.  Key personnel  also have
equity  positions  and  have  executed   confidentiality   and   non-competition
agreements.  Compensation  levels  are and will be  commensurate  with  industry
standards with incentive  programs  extended to the key personnel.  Additionally
OVM has approximately 15 full time employees, OVU has approximately 10 full time
employees and HomeVision employs approximately 10 full time staff.


Directors and Officers

                                       38
<PAGE>

DR. JOHN TYDEMAN


Dr. John Tydeman,  Chairman of the Board and Director,  is the  Programming  and
Strategic Liaison for the Company. A summary of Dr. Tydeman's employment history
over  the  last  five  years  is as  follows:  Dr.  Tydeman  is a  self-employed
consultant to the telecommunications  industry specializing in designing, fixing
and  implementing  pay  television and satellite  ventures.  In 1995 - 1996, Dr.
Tydeman  was  Chief  Executive  Officer  for  the  start-up  of  ATL  (the  News
Corporation  and Subhash  Chandra joint venture - ZEE TV in India,  reporting to
Rupert Murdoch).  In 1996-1997,  Dr. Tydeman was the Chief Executive Officer for
the start up of ShowTime (a Kipco and Viacom joint  venture).  1997- Present Dr.
Tydeman currently consults to ATL; ShowTime; the Dolphin Group, a privately held
Middle Eastern, multi-business enterprise; and the Shinawatra Group of Thailand.
Dr.  Tydeman  holds  a  Ph.D.  in  systems  engineering,  an  honors  degree  in
statistics,  as well as a degree in economics.  Dr. Tydeman's other interests do
not conflict with the business of The Company.  Dr.  Tydeman is available to the
Company on as required  basis and devotes  30-40% of his time to the business of
the Company.


LAWRENCE LIM


Mr. Lawrence Lim, President and Chief Executive Officer,  is a co-founder of the
Company.  A summary of Mr. Lim's employment  history over the last five years is
as  follows:  Mr. Lim is the  principal  shareholder  and  Managing  Director of
Nostrad  International  Pte. Ltd.  ("NI"),  a holding  company with interests in
trading,  distribution,  manufacturing,  and telecommunications  through sixteen
subsidiary  companies  located  in seven  countries  in Asia.  Mr.  Lim  holds a
Bachelor's degree from the University of British Columbia as well as a Master of
Business  Administration  degree from the National University of Singapore.  Mr.
Lim's other interests do not conflict with the business of the Company.  Mr. Lim
devotes 60-70% of his time to the business of the Company.

Mr. Lim's responsibilities include directing the overall management and business
development of the Company, as well as serving on the Board of Directors.


CHRISTOPHER FARNWORTH


Mr.  Christopher  Farnworth,   Director  and  Senior  Vice  President,  Business
Development  and  Operations,  is a co-founder of the Company.  A summary of Mr.
Farnworth's  employment  history  over the last five  years is as  follows:  Mr.
Farnworth has  supervised  the Company's  technology  selection,  identified the
system vendors,  and heads the long-term strategic planning for the Company. Mr.
Farnworth  commenced his employment with the Company and its predecessor  during
1994.




                                       39
<PAGE>


Mr.  Farnworth  is  responsible  for the  day-to-day  operations  of the Company
including  international  business market development and marketing,  as well as
sitting on the Board of Directors.


SIONG SENG, TEO


Siong  Seng,  Teo is a  co-founder  of  the  Company.  A  summary  of Mr.  Teo's
employment  history  over  the  last  five  years is as  follows:  Mr.  Teo is a
shareholder and the Managing Director of Pacific  International  Lines Pte. Ltd.
("PIL"), privately held shipping and transportation group in Southeast Asia. Mr.
Teo is also the Chief Executive Officer of Singamas  Container Holdings Limited,
a  container  manufacturing  companythe  Company  listed on the Hong Kong  Stock
Exchange. Mr. Teo is a member and the chairman of various advisory committees of
the  Singapore  Trade  Development  Board and serves as a council  member of the
Singapore Chinese Chamber of Commerce and Industry.  Mr. Teo holds a First Class
Honors degree in Naval Architecture and Ocean Engineering from the University of
Glasgow..  Teo's  other  interests  do not  conflict  with the  business  of the
Company.  Mr. Teo is available  to the Company on as required  basis and devotes
10-15% of his time to the business of the Company.

Mr. Teo's responsibilities include serving as a member of the Board of Directors
and assisting in formulating the long term strategic planning of the Company.


CHER LIM


Cher Lim serves as a member of the Board of  Directors.  A summary of Ms.  Lim's
employment  history  over the last five years is as follows:  Ms. Lim worked for
Eurasia Damac, a major Asian diamond  broker,  headquartered  in Singapore.  Ms.
Lim's other interests do not conflict with the business of the Company.  Ms. Lim
is available to the Company on as required  basis and devotes 10% of his time to
the business of the Company.


DAVID ALEXANDER

David  Alexander,  CA, is the Chief  Financial  Officer and  Controller  for the
Company.  A summary of Mr.  Alexander's  employment  history  over the last five
years is as follows:  Mr. Alexander is a self-employed  consultant.  Since 1994,
Mr.  Alexander has served as chief financial  officer of Laminco  Resources Inc.
Since 1996, Mr.  Alexander has served as a director for Pinewood  Resources Inc.
Mr.  Alexander became CFO of the Company during 1998. Mr. Alexander has a degree
in  commerce  from UBC and is an active  member of the  Institute  of  Chartered
Accountants of British Columbia.

Mr.  Alexander  is  responsible  for  providing  the  administrative  support to
operations, as well as regulatory and shareholder reporting and liaison.



                                       40
<PAGE>

Key Employees

MICHAEL DEMAN


Mr. DeMan is the Company's Regional Manager. Mr. DeMan is based in the Company's
Kampala,  Uganda office.  A summary of Mr. DeMan's  employment  history over the
last five years is as follows: From 1998 to the present Mr. DeMan has worked for
the  Company  and  has  been  responsible  for  the  operations  management  and
subscriber  development  for  the  Company's  telecommunications  operations  in
Africa.  From  1991 to 1997 he was  involved  in the  design,  construction  and
operational  management  of a  number  of MMDS  and  SMATV  networks,  including
Cabletel and CableVision in Caracas Venezuela.  His broad experience ranges from
the regulatory  environment to working with notable  companies such as Cabeltel,
Commtel Partners, and Comcast, to develop MMDS and fibre optic delivery systems.
He also has extensive background in capital cost analysis,  operating budgets, C
and KU Band  satellite  receiving  equipment,  telephony,  fibre optic  delivery
systems,  audio/video/data  communications  and  network IT  systems,  including
Wireless  Cable (MMDS),  Paging,  PCS, T1s, HFC,  LANs, RF, DTH and DTH delivery
systems.


ANTON M. VAN WOUW


Mr. Anton M. van Wouw is an independent  consultant  who is responsible  for the
engineering and systems  integration for the Company.  Mr. van Wouw's employment
history  over the last five years is as follows:  Mr. van Wouw's  major  clients
over  the  last  five  years  are  Rogers  Cable,   Shaw  Cable,  BC  Telephony,
Multi-Vision  (Bolivia),  and Can Bras  (Brazil).  Mr.  van  Wouw has  extensive
experience in the implementation of Pay TV and inter-system microwave,  covering
all aspects from systems engineering to hands on installations.  Mr. van Wouw is
a registered  professional engineer (UBC). Mr. VanWouw acts, as a consultant for
a number of companies with similar operations  although in geographic areas that
are  unrelated to the Company's  business,  his  activities  are related only to
technical and engineering duties and posses no conflict of interest.

Mr. van Wouw is responsible for system design, engineering, and integration.

General


     During  the past  five  years no  director,  person  nominated  to become a
director, executive officer, promoter or control person of the Company:

     (1) was the  subject  any  bankruptcy  petition  filed  by or  against  any
business of which such person was a general partner or executive  officer either
at the time of the bankruptcy or within two years prior to that time;

     (2) was  convicted in a criminal  proceeding  or while subject to a pending
crimi.nal proceeding (excluding traffic violations and other minor offenses);

     (3) was  subject  to any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or


                                       41
<PAGE>

otherwise  limiting  his  involvement  in any type of  business,  securities  or
banking activities; or

     (4) was found by a court of competent jurisdiction (in a civil action), the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state securities or commodities law.




                                       42

<PAGE>


Item 6.  Executive Compensation

     The following table sets forth  information  concerning the compensation of
the named executive officers from September 30, 1997.

<TABLE>

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                              Annual Compensation                    Long-Term Compensation
                                        --------------------------------------------------------------------------
                                                                               Awards               Payments
                                                                       -------------------------------------------
                                                              Other                Securities               All
                                Year                         Annual    Restricted    Under-                other
                                 or                          Compen-      Stock       Lying      LTIP     Compen-
          Name And             Period    Salary   Bonuses    sation     Award(s)    Options/    Payouts    sation
     Principal Position        Ended      ($)       ($)        ($)         ($)      SARs (1)      ($)       ($)
- ------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>       <C>        <C>       <C>           <C>        <C>       <C>
Lawrence Lim, President &    12/31/97
CEO                          -------------------------------------------------------------------------------------
                             12/31/98    80,000                                      200,000
                             -------------------------------------------------------------------------------------
                              12/31/99   96,000
- ------------------------------------------------------------------------------------------------------------------
David Alexanader, CFO        12/31/97
                             -------------------------------------------------------------------------------------
                             12/31/98    60,000                                      150,000
                             -------------------------------------------------------------------------------------
                              12/31/99   72,000
- ------------------------------------------------------------------------------------------------------------------
Chris Farnworth, Senior VP   12/31/97
                             -------------------------------------------------------------------------------------
                             12/31/98    60,000                                      150,000
                             -------------------------------------------------------------------------------------
                             12/31/99    72,000
                             -------------------------------------------------------------------------------------
TOTALS                       12/31/97
                             -------------------------------------------------------------------------------------
                             12/31/98   200,000                                      500,000
- ------------------------------------------------------------------------------------------------------------------
                              12/31/99  240,000
==================================================================================================================
</TABLE>


(1)  The options are  exercisable at $0.65 per share and expire in September 28,
     2000.






                                       43

<PAGE>

Item 7. Certain Relationships and Related Transactions

     The President of the Company,  Lawence Lim,  together with Vice  President,
Chris  Farnworth,   and  Siong  Seng  Teo,  own  a  Singapore  Company,  Nostrad
Telecommunications  Pte.  Ltd.  ("Nostrad  Singapore").  Nostrad  Singapore  has
entered  into a share  purchase  agreement  with  the  Company  whereby  Nostrad
Singapore  has  had the  following  shares  issued  to it for  providing  pay TV
licenses:

1.   Mongolia MMDS licenses        2,000,000 shares      September 30, 1997.
2.   Uganda MMDS licenses          1,700,000 shares      September 30, 1997
3.   Ghana MMDS licenses           1,200,000 shares      April 20, 1998
4.   Tanzania MMDS licenses        1,200,000 shares      September 15, 1999

     Nostrad  Singapore also received pursuant to the September 30, 1997 vend-in
a promissory  note for  $300,000  from the Company.  Nostrad  Singapore  can, if
vended into the Company  before  February  25,  2000,  earn up to an  additional
2,000,000 shares if a Morocco Pay TV license is vended to the Company; and up to
an additional  1,500,000  shares if an Indonesia Pay TV license is vended to the
Company.

     On  February  1, 1998,  the  Company  entered  into five year  Confidential
Services Agreements as follows:

1.   Mr. Lawrence Lim at $8,000 per month.
2.   Mr.  Christopher  Farnworth  at $6,000 per month  through his wholly  owned
     holding company Geco Holdings Ltd.
3.   Mr. David  Alexander at $6,000 per month  through his wholly owned  holding
     company 482130 BC Ltd.


Item 8.  Description of Securities

     The Company is authorized to issue 25,000,000 shares of the Common Stock of
which  11,100,000  shares were issued and  outstanding  as of December 31, 1999.
Each  outstanding  share of the Common  Stock  entitles  the holder to one vote,
either  in  person or by proxy,  on all  matters  that may be voted  upon by the
owners thereof at meetings of the shareholders.

     The holders of the Common  Stock (i) have equal  rights to  dividends  from
funds  legally  available  therefore,  when,  and if,  declared  by the Board of
Directors  of the  Company;  (ii) are  entitled  to share  ratably in all of the
assets of the Company  available for  distribution  to the holders of the Common
Stock upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have preemptive,  subscription or conversion  rights;  and (iv) are
entitled  to  one  non-cumulative  vote  per  share  on  all  matters  on  which
shareholders may vote at all meetings of shareholders.

     The  holders of the  Common  Stock of the  Company  do not have  cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares,  voting for the election of  directors,  can elect all  directors of the
Company if they so choose  and,  in such  event,  the  holders of the  remaining
shares will not be able to elect any of the Company's directors.


                                     PART II

Item 1. Market Price of and  Dividends  on the  Registrant's  Common  Equity and
Related



                                       44
<PAGE>


Stockholder Matters

     The Common  Stock has been quoted on the Pink Sheets  since  February  1999
under the symbol NSTC.  The  following  table sets forth high and low bid prices
for the Common  Stock for the  calendar  quarters  indicated  as  reported by J.
Alexander  Securities  Inc. These prices  represent  quotations  between dealers
without  adjustment  for  retail  markup,  markdown  or  commission  and may not
represent actual transactions.

                                        High           Low         Volume
Feb. Through March 31, 1999            $1.50         $0.875        16,700
April Through June 30, 1999             1.30           .875        58,900
July Through September 30,1999          1.25           .875        17,000
October through December 31, 1999       1.00           .875          --

     As at  December  31,  1999 the Company  had  approximately  230  registered
holders of its common stock.

Item 2. Legal Proceedings

     The  Company  is not a party to any  proceeding  or  litigation  and has no
knowledge of any  threatened or pending  proceeding  or  litigation  against the
Company.

Item 3. Changes in and Disagreements with Accountants

     There  have  been  no  changes  in  or  disagreements  with  the  Company's
accountants.

Item 4. Recent Sales of Unregistered Securities

     During the past 3 years, the Company issued the following securities.

1    Pursuant to the Acquisition and Restructuring, the Company issued 3,700,000
     shares to Nostrad  Telecommunications  Pte.  Ltd.  Singapore in reliance on
     Section 4(2) of the Securities  Act. These shares were issued  February 25,
     1998.

2    The Company  issued  1,500,000  shares on  September  15, 1998 to 20 non-US
     persons in  consideration  of an  aggregate  of  $1,000,000  in reliance of
     Regulation S of the Securities Act.

3    The Company  issued 500,000 shares on September 15, 1998 in exchange for an
     additional 20% interest in OmniVision (U) Ltd., a Uganda company.

4    The  Company  issued  1,200,000  shares on  September  15,  1998 to Nostrad
     Singapore under a share purchase agreement for obtaining pay TV licenses in
     Ghana in reliance on Section 4(2) of the Securities Act.

5    The  Company  issued  1,200,000  shares on  September  15,  1999 to Nostrad
     Singapore under a share purchase agreement for obtaining pay TV licenses in
     Tanzania in reliance on Section 4(2) of the Securities Act.

     The Company  believes  that all of the  issuances  of the Common Stock were
exempt from the  registration  requirements  of the  Securities Act by virtue of
Section 4(2) thereof, Regulation D and/or S under the Securities Act.

Item 5. Indemnification of Directors and Officers


                                       45
<PAGE>


     Except as  hereinafter  set forth  there is no  charter  provision,  bylaw,
contract,  arrangement  or statute  under  which any  officer or director of the
Company is insured or indemnified  in any manner against any liability  which he
may incur in his capacity as such.

     Article VIII of the Company's By-laws provides in relevant part, that:

     "...the  corporation  shall  indemnify any director,  officer,  employee or
agent of the  corporation,  or any person  serving in any such  capacity  of any
other entity or  enterprise at the request of the  corporation,  against any and
all legal  expenses  (including  attorney's  fees),  claims  and/or  liabilities
arising out of any  action,  suit or  proceeding,  except an action by or in the
right of the corporation."

     Expenses  incurred in defending any action,  suit or proceeding may be paid
by the Company in advance of the final disposition, when authorized by the Board
of Directors.  The Company does not have nor does it anticipating  obtaining any
directors' and officers' liability insurance.

     The Securities and Exchange Commission's Policy on Indemnification.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to any of the Company's  directors,  officers and controlling  persons
pursuant  to  any   provisions   contained  in  the  Company's   certificate  of
incorporation,  by-laws or  otherwise,  the Company has been advised that in the
opinion of the  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
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person in connection  with the securities  being  registered,  the Company 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 of whether
indemnification  by it is against public policy as expressed in the Act and will
be governed by final adjudication of such issue.



                                       46

<PAGE>

                                    PART F/S

Item 13. Financial Statements


                         NOSTRAD TELECOMMUNICATIONS INC.

                                      INDEX

A.       Audited                                                    Page No.
                                                                    --------

Audited Report Dated May 28, 1999..................................... 48

Consolidated Balance Sheets December 31, 1998 & 1997.................. 49

Consolidated Statements of Operations
     Years ended December 31, 1998 & 1997............................. 50

Consolidated Statement of Shareholders Equity
     For the year ended December 31, 1998............................. 51

Consolidated Statement of Cash Flows
     Years ended December 31, 1998 & 1997............................. 52

Notes to Consolidated Financial Statements............................ 53-60

B.   Unaudited



Consolidated Balance Sheets
     September 30, 1999 & 1998 and December 31, 1998.................. 61

Consolidated Statements of Operations
     Nine Months & Quarters ended September 30, 1999 & 1998........... 62

Consolidated Statement of Shareholders Equity
     For the Nine Months ended September 30, 1999..................... 63

Consolidated Statement of Cash Flows
     Nine Months & Quarters ended September 30, 1999 & 1998........... 64

Notes to Consolidated Financial Statements............................ 65



                                       47

<PAGE>

INDEPENDENTAUDITORS' REPORT

To the Board of Directors and
Stockholders of Nostrad Telecommunications, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Nostrad
Telecommunications,  Inc. and  subsidiaries  (the  "Company") as of December 31,
1998, and the related  consolidated  statements of loss,  deficit and cash flows
for each of the two years then ended.  These consolidated  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion of these consolidated statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes  examining,  on test basis,  evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our  opinion,  the  consolidated  financial  statements  have  been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial  statements,  the Company has suffered significant  recurring
net losses,  negative  operating cash flow, and has uncertainty  relative to the
successful  exploitation of its assets which raise  substantial  doubt about its
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters are also described in Note 1 to the financial statements.  The financial
statements  do  not  include  any  adjustments   that  might  arise  from  these
uncertainties.

                                                                 /s/ Jay Shapiro
                                                     ---------------------------
                                                          JAY J. SHAPIRO, C.P.A.
                                                      A Professional Corporation



Encino, California
May 28, 1999






                                       48

<PAGE>

Consolidated Financial Statements

CONSOLIDATED BALANCE SHEET

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

Assets                                               December 31,   December 31,
                                                         1998          1997
                                                     --------------------------
Current Assets
  Cash                                               $    74,367    $     2,387
  Trade receivables                                       34,222         25,690
  Due from related parties                                  --             --
  Inventory                                              108,114          7,778
  Deposits & prepaid expenses                             32,120         40,277
- --------------------------------------------------------------------------------
                                                         248,823         76,132
Licenses and Development Costs (note 3)
  Licenses, net                                          275,140        141,440
  Deferred development costs                             386,447        120,734
- --------------------------------------------------------------------------------
                                                         661,587        262,174
Fixed Assets (note 4)
  Fixed Assets                                           463,281        204,007
  less Accumulated Depreciation                         (144,730)       (54,580)
- --------------------------------------------------------------------------------
                                                         318,551        149,427
- --------------------------------------------------------------------------------
                                                     $ 1,228,961    $   487,733
================================================================================

Liabilities
Current Liabilities
  Accounts payable (note 7)                          $   435,074    $    61,543
  Shareholder loans (note 7)                             581,849         74,436
  Other                                                    8,867          4,014
- --------------------------------------------------------------------------------
                                                       1,025,790        139,993
- --------------------------------------------------------------------------------
Commitments (notes 5, 7, and 8)

Shareholders' Equity
Share Capital (note 5)
  Authorized
     25,000,000 common shares, par value $0.001
  Issued & outstanding - 9,900,000 common shares
     shares (3,000,000 common shares at
     December 31, 1997)                                    9,900          6,700
Additional Paid-in Capital                             1,489,695        367,640
Share subscriptions received                                --          300,000
Accumulated Deficit                                   (1,296,424)      (326,600)
- --------------------------------------------------------------------------------
                                                         203,171        347,740
- --------------------------------------------------------------------------------
                                                     $ 1,228,961    $   487,733
================================================================================

The notes to consolidated financial statements are an integral part thereof

                                       49

<PAGE>

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------

                                                      Year ended     Year ended
                                                     December 30,   December 30,
                                                         1998           1997
                                                     -----------    -----------
Revenues
  Sales & Service Revenues                           $    60,126    $    15,997
- --------------------------------------------------------------------------------
Cost of Sales
  Materials                                               50,534         14,655
  Direct Marketing                                        13,931          2,458
- --------------------------------------------------------------------------------
                                                          64,465         17,113
- --------------------------------------------------------------------------------
Gross Profit                                              (4,339)        (1,116)

Expenses
  Professional costs                                     279,047         16,528
  Office and administration                              270,282         47,318
  Travel                                                 127,195         21,680
  Depreciation & amortization                             90,308         73,932
  Salary and benefits                                     59,376         39,652
  Communication costs                                     37,244          2,631
  Investor relations                                      18,797           --
- --------------------------------------------------------------------------------
                                                         882,249        201,741
- --------------------------------------------------------------------------------
Operating Loss                                          (886,588)      (202,857)
Other

  Deferred Cost write down                               (71,307)      (132,000)
- --------------------------------------------------------------------------------

Net loss                                             ($  957,895)   ($  334,857)

================================================================================
Average Number of outstanding                          7,638,082      3,000,000
- --------------------------------------------------------------------------------

Net (loss) per share                                 $     (0.13)   $     (0.11)
================================================================================

The notes to consolidated financial statements are an integral part thereof

                                       50

<PAGE>


Consolidated Financial Statements

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
December 31, 1998
                                                                             Foreign
                                                                             Currency
                        Subscribed            Common Stock        Additional Translation
                  ----------------------------------------------   Paid-in   Adjustment   Accumulated
                    Shares      Amount      Shares     Amount      Capital                  Deficit     Total
- ---------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>         <C>           <C>       <C>          <C>       <C>              <C>
Common stock
split after
January 1,
1997                     --    $     --    3,000,000     $3,000    $       --   $    --   $        --       $ (3,000)


Share
Subscriptions       461,538     300,000           --         --            --        --            --       (300,000)


Reverse
Acquisition by
Nostrad                  --          --    3,700,000      3,700      (367,640)    8,257            --       (371,340)


Net loss - 1997          --          --           --         --            --        --       326,600       (326,600)
- ---------------------------------------------------------------------------------------------------------------------
Balance
December 31,
1997                461,538     300,000    6,700,000      6,700       367,640     8,257      (326,600)       347,740
- ---------------------------------------------------------------------------------------------------------------------
Private
Placement, net
of Subscriptions   (461,538)   (300,000)   1,500,000      1,500       973,500        --            --        675,000

Finders Fees             --          --           --         -        (19,745)       --            --        (19,745)

Shares issued

for Licenses             --          --    1,700,000      1,700       168,300        --            --        170,000

Net loss - 1998          --          --           --         -             --   (11,929)     (969,824)      (969,824)
- ---------------------------------------------------------------------------------------------------------------------
Balance
December 31,
1998                     --    $     --    9,900,000     $9,900    $1,489,695   $(3,672)  $(1,296,424)     $ 203,171
=====================================================================================================================
</TABLE>

The notes to the consolidated  financial statements are an integral part thereof


                                       51

<PAGE>

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF CASH FLOWS

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

                                                     Year ended      Year ended
                                                    December 30,    December 30,
                                                         1998           1997
OPERATING ACTIVITIES

  Net income (loss) for period                      $  (957,895)    $  (334,857)
  Add expense items not involving cash

      Development cost write down                        71,307         132,000
      Depreciation                                       90,308          73,932
- --------------------------------------------------------------------------------
                                                       (796,280)       (128,857)

  Add changes in non-cash working capital
    items:
      Accounts receivable                                (8,532)
      Inventory                                        (100,355)         (7,779)
      Deposits & prepaid expenses                         8,156         (40,277)
      Accounts Payable                                  366,455          73,814

- --------------------------------------------------------------------------------
Net funds (used) by operating activities               (530,536)       (128,857)

INVESTING ACTIVITIES
  Licenses & deferred development costs                (300,720)       (413,526)
  Fixed asset purchases                                (259,432)       (204,007)
- --------------------------------------------------------------------------------
Net funds (used) by investing activities               (560,152)       (617,533)

FINANCING ACTIVITIES
  Shares issued for cash, net                           955,255            --
  Shares issued in reverse acquisition                     --           374,340
  Shares subscriptions                                 (300,000)        300,000
  Shareholder loans                                     507,413          74,437
- --------------------------------------------------------------------------------
Net funds provided by financing activities            1,162,668         748,777
- --------------------------------------------------------------------------------

NET INCREASE IN CASH                                     71,979           2,387
   Cash at beginning of period                            2,387            --
- --------------------------------------------------------------------------------
CASH AT END OF PERIOD                               $    74,366     $     2,387
================================================================================

The notes to consolidated  financial statements are an integral part thereof

Supplemental information:
  Interest paid                                     $      --     $        --
                                                    -----------     ------------
  Taxes paid                                        $      --     $        --
                                                    -----------     ------------
  Shares issued for licenses                        $   170,000     $      --
                                                    -----------     ------------

                                       52

<PAGE>

Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998

1.   ORGANIZATION AND BASIS OF PRESENTATION



Nostrad Telecommunications Inc. ("Nostrad" or the "Company") was incorporated in
Nevada on September  24, 1993. On September  29, 1997,  the  Company's  name was
changed from Cave Productions,  Inc. to Nostrad.  Effective  September 30, 1997,
Nostrad  Telecommunications  Pte. Ltd., a private  Singapore  company  ("Nostrad
Singapore") sold its wholly owned subsidiary  companies Nostrad Media Pte. Ltd.,
a Singapore company which holds the Company's  interests in Asian licenses;  and
OmniVision  Africa  Ltd.,  a British  Virgin  Island  company,  which  holds the
Company's   interests   in   African   licenses;   (collectively   as   "Nostrad
Subsidiaries")  to the Company for 3,700,000  common shares and $300,000 cash or
kind. The transaction was accounted for as a reverse  acquisition with no effect
on the historic  financial  statements of the acquirers.  The historic financial
statements  of the  acquirers  were  combined  without  recognition  of purchase
accounting.  Nostrad Singapore may also be compensated up to 5,000,000 shares of
common stock for successful  performance  relative to license  issuance in three
emerging countries.



 The  Company  is  focused  on  developing,  acquiring  and  managing  media and
telecommunication  operations in emerging markets of Asia, Africa and at a later
stage,  Latin America.  To-date,  Nostrad has obtained  Subscription  Television
licenses  in  Morocco,  Uganda,  Ghana and  Tanzania.  The DTH  Subscription  TV
services in Morocco have been implemented with a recently commenced  soft-launch
in February  1999.  Full launch of  ShowTime  (a  subsidiary  of Viacom) and ART
programming  is expected to be in April 1999. In addition,  Nostrad has obtained
nation-wide paging licenses in Uganda and is currently implementing alphanumeric
and voice paging services in Kampala.  Apart from the foregoing,  the Company is
also actively pursuing licenses for Subscription TV, Internet Service Provision,
Mobile and Fixed Wireless  Telephony,  and Paging Services in other countries in
Asia and the African sub-continent

A.   Morocco Operations. A 65% owned company is licensed to distribute Satellite
     DTH  Subscription  TV  programming.  The  subsidiary  has  entered  into an
     agreement with Showtime, a Viacom company, to distribute  Showtime's direct
     to home (DTH) programming  package  throughout  Morocco.  Applications have
     been  made  for  operating   license  and  frequencies  to  provide  up  to
     60-channels  of  MMDS   Subscription  TV,  Internet   Services  and  Paging
     operations.

B.   Tanzania  MMDS Pay TV  Operations.  A 80%  owned  company  holds  exclusive
     frequencies  and licenses to operate a seven-channel  MMDS  Subscription TV
     system  in  Tanzania.   Applications  have  been  approved  for  additional
     frequencies to provide up to 15 channels of programming.

C.   Ghana  MMDS Pay TV  Operations.  An 80% owned  subsidiary  holds  exclusive
     frequencies  and  licenses to operate a  six-channel  MMDS  Subcription  TV
     system in Ghana.  Applications have been made for additional frequencies to
     provide up to 18 channels of programming.

D.   Uganda MMDS Pay TV  Operations.  A 100% owned  subsidiary  holds  exclusive
     frequencies  and  licenses to operate a  19-channel  MMDS system in Uganda.
     Applications have been made for an additional 8 frequencies.

E.   Uganda Paging Operations. A 100% owned subsidiary holds licenses to operate
     5 paging channels. The system is currently being implemented.

F.   Mongolia  Paging  Operations.  An 80% owned  subsidiary  holds  licenses to
     operate 5 paging channels. The system currently has 2 channels in operation
     capable of providing service to 4,000 subscribers.

G.   Mongolia MMDS Pay TV Operations.  An 80% owned  subsidiary  holds exclusive
     frequencies and licenses to operate a 35 channel MMDS system.



                                       53
<PAGE>

Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998

1.   ORGANIZATION AND BASIS OF PRESENTATION (continued)

The summary chart of the Company's holdings are as follows:


                        --------------------------------
                        Nostrand Telecommunciations Inc.
                        --------------------------------

- ----------------------------------------------------    ------------------------
                OmniVision Africa Ltd.                   Nostrad Media Pte. Ltd.
                         100%                                      100%
- ----------------------------------------------------    ------------------------

- ----------    ----------    ----------    ----------            ----------
OmniVision    OmniVision    OmniVision    OmniVision             Mongolia
  Uganda       Tanzania       Ghana         Maroc               HomeVision
   100%           80%          80%           65%                   80%
- ----------    ----------    ----------    ----------            ----------

The Company has executed an Agreement with  Entertainment  World Ltd. ("EWL") an
Australian Stock Exchange (ASTL) listed company,  for the  establishment of Asia
Learning World Pte Ltd ("ALW") which plans to telecast two new learning channels
throughout the Asia-Pacific  Region via digital satellite and cable transmission
systems.  ALW  will  fill a  need  in the  Asia  market  for  both  Pay-TV  with
substantive  knowledge  programming  and for students who seek an  international
quality degrees and other training opportunities.  In addition, the relationship
formed by Nostrad  and ALW blends a unique mix of skills that will enable ALW to
possess the requisite  experience and credibility to deal with education markets
and Pay-TV operators.  Nostrad has entered into a five year agreement to provide
management services to ALW.

As of September 30, 1997,  the Company agreed to issue  2,000,000  common shares
and pay $150,000 for 100 per cent of the issued and outstanding common shares of
Nostrad Media Pte. Ltd., and agreed to issue 1,700,000  common shares and to pay
$150,000  for 100 per  cent of the  issued  and  outstanding  common  shares  of
OmniVision Africa Ltd. The Company has also agreed to issue  performance  shares
to be issued within 24 months of September 30, 1997 as outlined on the following
table.  To date  1,200,000  shares have been issued for obtaining the Ghana MMDS
license.



                                       54

<PAGE>

Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.   ORGANIZATION AND BASIS OF PRESENTATION (Continued)

          Country                                        Performance Stock
          ----------------------------------------------------------------
          Tanzania                                               1,500,000
          Morocco                                                2,000,000
          Indonesia                                              1,500,000
                                                 -------------------------
                                                                 5,000,000
                                                 =========================

The Company is in the process of establishing an international telecommunication
operation,  which  includes  providing  wireless  cable,  paging,  telephone and
internet  services.  The  recoverability  of the amounts  shown for licenses and
deferred  development  costs is  dependent  upon the  ability of the  Company to
obtain necessary  financing to complete the  infrastructure  required to provide
these services,  and to operate on a profitable basis. The Company has completed
a common stock offering of 1,500,000 common shares and has received  $955,255 in
net  proceeds.  The  Company,  during  its  startup  phase,  has  experienced  a
substantial operating deficit since inception of $1,296,424. Management has been
dependent on financing from related parties,  which have invested  approximately
$1,000,000 as of December 31, 1998.  There is no assurance that related  parties
will  continue  such  funding or that the  Company  can  satisfy  $1,025,790  in
obligations  from the successful  exploitation  of its assets.  These  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company and of acquired  subsidiary  companies:  Nostrad Media Pte.  Ltd.  (100%
owned),  Mongolia  Home Vision  Corporation  HH (80% owned by Nostrad Media Pte.
Ltd.),  OmniVision Africa Ltd. (100% owned),  OmniVision (U) Ltd. (100% owned by
OmniVision Africa Ltd.), OmniVision (Ghana) Ltd. (80% owned by OmniVision Africa
Ltd.),  OmniVision  (Tanzania)  Ltd.  (80% owned by  OmniVision  Africa Ltd. and
OmniVision  (Maroc) Ltd. (65% owned by OmniVision  Africa Ltd.). All significant
inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires the Company's  management to make estimates and
assumptions  that affect the  amounts  reported  in the  consolidated  financial
statements and related notes to the financial statements.

Cash Equivalents

The Company  defines cash  equivalents  as highly liquid  financial  instruments
purchased with a maturity of ninety days or less.



                                       55
<PAGE>

Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventory


The Company records inventory on a FIFO basis at the lower of cost or market.


Licenses and Deferred Development Costs

The Company capitalizes the costs related to obtaining rights to provide paging,
cable television,  telephone,  and Internet services in specific countries,  and
for the rights to broadcast  specific  channels.  Costs  incurred are  initially
capitalized  as Deferred  Development  Costs.  If after a  twelve-month  period,
rights have not been fully  obtained,  the  Deferred  Development  Costs will be
expensed.  There is no assurance  that  revenues  exceeding  these costs will be
realized by the Company.

Fixed Assets

Fixed assets are recorded at cost and are  depreciated  on a straight line basis
over their estimated useful life as follows:

                                                Years
                                                -----

o    Office equipment, furniture & fixtures       3
o    Automotive & transportation equipment        3
o    Leasehold improvements                       3
o    Operating Equipment & tools                  3
o    Transmission Station & Tower                 5

Foreign Currency Translation

Transactions  recorded are translated into United States dollars,  its reporting
currency, as follows:

o    Monetary assets and liabilities at the rate prevailing at the balance sheet
     date.

o    Non-monetary assets and liabilities at historic rates

o    Income and expenses at the average rate in effect during the year. Any gain
     or loss is reflected on the consolidated statement of operations & deficit.


The local currencies of Canada,  Singapore,  Mongolia,  Uganda and Ghana are the
Company's functional  currencies.  Accordingly,  the translation gain or loss is
reported as a component of Stockholder Equity.


Earnings per share


Earnings per share are  calculated  by dividing the Income  (loss)  available to
common  stockholders by the weighted average number of shares outstanding during
the period. The weighted average number of shares is determined by weighting the
number of  shares  outstanding  by the  number of days  which  the  shares  were
outstanding during the year.



                                       56
<PAGE>

Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998

3.   LICENSES AND DEFERRED DEVELOPMENT COSTS


Accumulated  costs  incurred  in  obtaining  license   agreements  and  deferred
development costs for expenses used to obtaining licenses are as follows:


Licenses
              Country                                             Amount
- --------------------------------------------------------------------------------
              Ghana (a)                                         $  120,000
              Uganda (b)                                            87,500
              Mongolia (c)                                         106,267
                                                                ----------
                                                                   313,767
              Amortization                                         (38,627)
                                                                ----------
                                                                $  275,140
                                                                ==========
Deferred Development Costs
              Country                                            Amount
- --------------------------------------------------------------------------------
              Myanmar                                           $   11,882
              Pakistan                                               9,902
              Asia Learning World (d)                               40,354
              Democratic Republic of the Congo                       5,782
              Ghana                                                 36,341**
              Morocco (f)                                           52,094**
              Uganda                                               147,319**
              Cote d'Ivorie                                             42
              Kenya                                                 10,986
              Tanzania (e)                                          26,946**
              Indonesia                                             29,382
              Tunisia                                                5,177
              Bangladesh                                            10,241
                                                                ----------
                                                                $  386,447
                                                                ==========

(a)  Ghana

The licenses granted to the Company by the Government of Ghana (see note 1) give
the Company exclusive rights to certain frequency spectrum. The Company has also
entered into  agreements  to broadcast  certain  channels in Ghana.  The Company
issued Nostrad Singapore 1,200,000 shares as per agreement (See Note 5).

(b)  Uganda

The  licenses  granted to the Company by the  Government  of Uganda (see note 1)
give the Company exclusive rights to certain frequency spectrum. The Company has
also entered into exclusive  agreements to broadcast certain channels in Uganda.
In November 1997, the Company's  interest in its Uganda subsidiary has increased
from 80% to 100%. (See Note 5 (a), Share Capital)

(c)  Mongolia

The Company has entered into several  agreements in Mongolia (see note 1), which
grant  the  Company  exclusive  rights  to  broadcast  under  certain  frequency
spectrum.  During May 1998,  the paging  system has been upgraded to offer voice
paging,   answering   services,   remote  message  retrieval,   and  storage  in
Ulaanbaator,  Mongolia's capital.  Upon completion of beta testing,  the Company
will launch its paging  services.  The Company has also entered  into  exclusive
agreements  to  broadcast  certain  channels in  Mongolia.  The License  granted
expires May 17, 2006.


                                       57
<PAGE>

Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998

3.   LICENSES AND DEFERRED DEVELOPMENT COSTS (continued)

(d)  Asia Learning World

In order to provide a substantial education component to the Company's broadcast
system,  the  Company  has agreed to enter  into a joint  venture  project  with
Entertainment World Ltd. known as the "Asia Learning World".

(e)  Tanzania

The licenses  granted to the Company by the  Government of Tanzania (see note 1)
give the Company exclusive rights to certain frequency spectrum. The Company has
also entered into  agreements  to broadcast  certain  channels in Tanzania.  The
Company  will  be  issuing  Nostrad  Singapore  up to  1,500,000  shares  as per
agreement (See Note 1).

(f)  Morocco

The Company has applied for exclusive  rights to certain  frequency  spectrum to
the  Government of Morocco.  If received,  the Company will enter into exclusive
agreement to broadcast certain channels in Morocco. The Company also has certain
rights to market  Satellite  DTH  Subscription  TV channels  in Morocco.  If the
Company  is  successful  to  obtaining  exclusive  rights to  certain  frequency
spectrum,  the Company will be issuing Nostrad  Singapore up to 2,000,000 shares
as per agreement.

4.   FIXED ASSETS

Fixed assets of the Company consist of the following:

                                                  December 31,      December 31,
                                                      1998             1997
- ------------------------------------------------------------------------------
Office equipment, furniture & fixtures             $  85,537         $  21,081
Transportation equipment                              26,000            25,624
Leasehold improvements                                22,147            27,435
Transmission station & tower                         267,289           100,668
Operating equipment & tools                           62,308            29,199
                                                   ---------         ---------
                                                     463,281           204,007
                                                    (144,730)          (54,580)
                                                   ---------         ---------
                                                   $ 318,551         $ 149,427
                                                   =========         =========

                                       58

<PAGE>

Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998

5.   SHARE CAPITAL

a)   Common shares issued and outstanding since inception are as follows:

<TABLE>
<CAPTION>
Fiscal period and consideration received           Number of      Par value  Additional paid-in
                                                      shares         amount             capital
- -----------------------------------------------------------------------------------------------
<S>                                                <C>               <C>             <C>
March 1, 1993 - cash                               3,000,000         $3,000          $       --
September 30, 1997
   Purchase of Nostrad Media Pte. Ltd. and

   OmniVision Africa Ltd.                          3,700,000          3,700             367,640
September 15, 1998
   Private Placemen (b)                            1,500,000          1,500             953,755
September 15, 1998
   Acquisition of 20% of Uganda License (a)          500,000            500              49,500
   Acquisition of 80% of 1,500,000 shares for
   Ghana license interests                         1,200,000          1,200             118,800
                                                   --------------------------------------------
                                                   9,900,000         $9,900          $1,489,695
                                                   ============================================
</TABLE>

a)   On October 15, 1997, the Company  entered into an agreement to purchase the
     remaining 20% interest in OmniVision (U) Ltd. for  consideration of 500,000
     shares of the Company. Shares were issued on September 15, 1998.

b)   The Company  entered into a Private  Placement  Offering dated November 27,
     1997.  Under the terms of this  agreement,  the  Company  issued  1,500,000
     shares for total  proceeds of $975,000.  Finders fees of $19,745 were paid.
     Nostrad  Singapore  had agreed to convert a maximum of the $300,000 owed to
     shares by participating in the Private Placement  Offering.  As the Private
     Placement Offering was oversubscribed, Nostrad converted $60,693 to acquire
     shares.

c)   The Company has reserved  5,000,000  shares of common stock for  successful
     performance by Nostrad Singapore in obtaining  licenses in three countries.
     As formal  agreements  have been entered into with Ghana and Tanzania,  the
     Company  has  issued  1,200,000  shares to  Nostrad  Singapore  for its 80%
     interest in licenses in Ghana.

d)   On September 30, 1998, the Company entered into a Stock Option Plan.  Under
     the terms of this agreement,  the Company can issue up to 1,500,000  shares
     to  officers,  directors,  consultants  and  key  employees.  Stock  option
     agreements  entered into to date agree to issue up to  1,235,000  shares at
     $0.65 per share. Each stock option agreement expires on September 30, 2000.
     At the time the stock  options  were  issued,  there was no market  for the
     stock.  Subsequently,  the  stock has  commenced  trading  but with  little
     volume. Consequently, there is no compensation cost for the Company's stock
     option plan and  application  of FASB  Statement No. 123,  "Accounting  for
     Stock-Based  Compensation"  results in the net loss and net loss per common
     share remaining unchanged.

6.   INCOME TAXES

The Company has incurred  losses totaling  approximately  $1,296,000 that may be
carried  forward to reduce taxable income in future years. No deferred asset has
been recognized due to the uncertainty of future realization of any tax benefit.

                                       59

<PAGE>

Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998

7.   COMMITMENTS


The  Company  has an  agreement  with  its  officers  to  provide  international
management of its operations. The terms of the contract are for a period of five
years at an annual cost of $240,000.  Related party transactions include amounts
in accounts payable due to a director or related company of $286,000 and amounts
due to Nostrad  Singapore of $581,849.  Both of these  amounts carry no interest
and are supported by notes payable on demand.


8.   YEAR 2000 ISSUE

The Year 2000 Issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date-sensitive  systems may  recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000,  and, if not addressed,  the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's  ability to conduct  normal  business  operations.  It is not
possible  to be certain  that all aspect of the Year 2000  Issue  affecting  the
Company,  including  those  related to the efforts of customers,  suppliers,  or
other third parties will be fully resolved.

9.   COMPREHENSIVE INCOME


Effective   December  31,  1998,   the  Company   adopted  FASB  Statement  #130
("FAS#130"),  "Reporting  Comprehensive  Income".  Comprehensive income for this
Companythe  Company  includes  foreign  currency  adjustments.  The  adoption of
FAS#130  did not have a  material  effect  on the  Company's  primary  financial
statements,  but  did  affect  the  presentation  of  the  accompanying  Company
statement of shareholders' equity.


                                       60

<PAGE>

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets                                                 September 30,     December 31,    September 30,
                                                           1999              1998            1998
                                                        (unaudited)                       (unaudited)
                                                       ----------------------------------------------
<S>                                                     <C>              <C>              <C>
Current Assets
  Cash                                                  $    61,563      $    74,367      $    45,276
  Trade receivables                                          45,768           34,222           64,962
  Due from related parties                                   52,872             --            162,644
  Inventory                                                 105,942          108,114
  Deposits & prepaid expenses                                41,206           32,120          77,138
- -----------------------------------------------------------------------------------------------------
                                                            307,351          248,823          350,020
Licenses and Development Costs (note 2)
  Licenses, net                                             369,825          275,140          507,237
  Deferred development costs                                408,911          386,447          244,075
- -----------------------------------------------------------------------------------------------------
                                                            778,736          661,587          751,312
Fixed Assets
  Fixed Assets                                              505,929          463,281          359,819
  less Accumulated Depreciation                            (244,713)        (144,730)        (101,984)
- -----------------------------------------------------------------------------------------------------
                                                            261,216          318,551          257,836
- -----------------------------------------------------------------------------------------------------
                                                        $ 1,347,303      $ 1,228,961      $ 1,359,168
=====================================================================================================

Liabilities
Current Liabilities
  Accounts payable                                      $   905,821      $   435,074      $   243,980
  Shareholder loans                                         676,593          581,849          328,136
  Other                                                     274,521            8,867            8,689
- -----------------------------------------------------------------------------------------------------
                                                          1,856,936        1,025,790          620,796
- -----------------------------------------------------------------------------------------------------
Commitments

Shareholders' Equity
Share Capital
  Authorized
     25,000,000 common shares, par value $0.001
  Issued & outstanding - 11,100,000 common                   11,100            9,900            9,900
   shares  (9,900,000 common shares at September 30
   & December 30, 1998)
Additional Paid-in Capital                                1,608,495        1,489,695        1,489,695
Accumulated Deficit                                      (2,129,228)      (1,296,424)        (761,223)
- -----------------------------------------------------------------------------------------------------
                                                           (509,633)         203,171          738,372
- -----------------------------------------------------------------------------------------------------
                                                        $ 1,347,303      $ 1,228,961      $ 13,59,168
=====================================================================================================
</TABLE>

The  notes to  unaudited  condensed  consolidated  financial  statements  are an
integral part thereof

                                       61

<PAGE>

Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   Nine months       Nine months        Quarter           Quarter
                                      Ended             Ended            ended             ended
                                  September 30,     September 30,     September 30,     September 30,
                                      1999              1998              1999              1998
                                      ----              ----              ----              ----
<S>                               <C>               <C>               <C>               <C>
Revenues
  Sales & Service Revenues        $     39,805      $     38,419      $    (11,758)     $     26,059
- ----------------------------------------------------------------------------------------------------
Cost of Sales
  Materials                             71,403            27,625            58,921            22,821
  Direct Marketing                      18,776            13,554             8,662             4,581
- ----------------------------------------------------------------------------------------------------
                                        70,179            41,179            67,583            27,402
- ----------------------------------------------------------------------------------------------------
Gross Profit                           (50,374)           (2,760)          (79,341)           (1,343)

Expenses
  Professional costs                   285,746           123,012            81,879            79,164
  Office and administration            155,039            82,301           (30,050)           25,086
  Travel                                74,637            75,857            23,532            35,640
  Depreciation & amortization          120,982            60,921            54,896            19,715
  Salary and benefits                  168,760            26,509            58,582             6,854
  Communication costs                   42,715            22,408            22,315            13,511
  Investor relations                    12,908              --               6,370              --
- ----------------------------------------------------------------------------------------------------
                                       860,787           391,007           217,524           169,356
- ----------------------------------------------------------------------------------------------------
Operating Loss                        (911,161)         (393,768)         (296,865)         (170,699)
Other
  Deferred Cost Write down                --             (63,674)              --            (63,674)
- ----------------------------------------------------------------------------------------------------
Net loss                              (911,161)         (457,442)     $   (296,865)         (234,373)
====================================================================================================

Average Number of
  outstanding
  shares                             9,974,725         6,875,824        10,121,739         7,221,739
- ----------------------------------------------------------------------------------------------------

Net (loss) per share              $     (0.091)     $      (.067)     $     (0.029)     $      (.032)
====================================================================================================
</TABLE>

The  notes to  unaudited  condensed  consolidated  financial  statements  are an
integral part thereof

                                       62

<PAGE>

Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)

- --------------------------------------------------------------------------------
September 30, 1999

<TABLE>
<CAPTION>
                                                                                         Foreign
                              Subscribed              Common Stock          Additional   Currency
                        ---------------------   -------------------------    Paid-in    Translation    Accumulated
                         Shares       Amount     Shares           Amount     Capital    Adjustment       Deficit       Total
- ------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>    <C>              <C>        <C>           <C>         <C>            <C>
Common stock
split after
January 1,
1997                         --     $     --    3,000,000        $ 3,000     $    --       $  --        $     --     $  3,000

Share
Subscriptions            461,538      300,000         --             --           --          --              --      300,000


Reverse
Acquisition by
Nostrad                      --           --    3,700,000          3,700      367,640         --              --      371,340

Foreign
Currency
Translation                  --           --          --             --           --        8,257              --       8,257
- ------------------------------------------------------------------------------------------------------------------------------
Net loss - 1997              --           --          --             --           --          --        (334,857)    (334,857)
- ------------------------------------------------------------------------------------------------------------------------------
Balance
December 31,
1997                     461,538      300,000   6,700,000          6,700      367,640       8,257       (334,857)     347,740
- ------------------------------------------------------------------------------------------------------------------------------
Private
Placement, net
of Subcriptions         (461,538)    (300,000)  1,500,000          1,500      973,500         --              --      675,000

Finders Fees                 --           --          --             --       (19,745)        --              --      (19,745)

Shares issued for
Licenses                     --           --    1,700,000          1,700      168,300         --              --      170,000

Foreign
Currency
Translation                  --           --          --             --           --      (11,929)             --     (11,929)
- ------------------------------------------------------------------------------------------------------------------------------
Net loss - 1998              --           --          --             --           --          --        (957,895)    (957,895)
- ------------------------------------------------------------------------------------------------------------------------------
Balance
December 31,
1998                      $  --         $ --    9,900,000       $  9,900   $1,489,695    $ (3,672)   $(1,292,752)   $ 203,171
- ------------------------------------------------------------------------------------------------------------------------------
Shares issued
for Licenses                 --           --    1,200,000          1,200      118,800         --              --      120,000
- ------------------------------------------------------------------------------------------------------------------------------
Foreign
Currency
Translation                  --           --          --             --           --       78,357            --        78,357
- ------------------------------------------------------------------------------------------------------------------------------
Net loss - 1999              --           --          --             --           --          --        (911,161)    (911,161)
- ------------------------------------------------------------------------------------------------------------------------------
Balance
June 30, 1999             $  --         $ --   11,100,000       $ 11,100   $1,608,495    $ 74,685    $(2,203,919)   $(509,633)
==============================================================================================================================
</TABLE>

The notes to the unaudited condensed  consolidated  financial  statements are an
integral part thereof

                                       63

<PAGE>

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                     Nine months    Nine months      Quarter        Quarter
                                         Ended          Ended         ended          ended
                                     September 30,  September 30,  September 30,  September 30,
                                         1999           1998           1999           1998
                                         ----           ----           ----           ----
<S>                                   <C>            <C>            <C>            <C>
OPERATING ACTIVITIES
  Net income (loss) for period        $(911,161)     $(457,442)     $(296,865)     $(234,373)
  Add expense items not involving
      Development cost writedown           --           63,674           --           63,674
      Depreciation                      120,982         60,921         54,896         19,714
- --------------------------------------------------------------------------------------------
                                       (790,179)      (332,847)      (241,969)      (150,985)
  Add changes in non-cash working
      Accounts receivable               (64,419)       (39,272)       (11,968)       (24,044)
      Inventory                           2,172       (154,866)         1,486        (82,782)
      Deposits & prepaids                (9,086)       (36,861)        (3,378)       (25,173)
      Accounts Payable                  814,759        209,931        285,535        127,760
- --------------------------------------------------------------------------------------------
Net funds (used) by operating
activities                              (46,753)      (353,915)        29,706       (155,224)

INVESTING ACTIVITIES
  Licenses & deferred development         2,852       (396,329)        (3,687)      (192,943)
  Fixed asset purchases                 (63,646)      (155,812)         3,227        (96,321)
- --------------------------------------------------------------------------------------------
Net funds (used) by investing
activities                              (60,794)      (552,141)          (460)      (289,264)

FINANCING ACTIVITIES
  Shares issued for cash, net              --          955,255           --          955,255
  Share subsciptions                       --         (300,000)          --         (904,250)
  Shareholder loans                      94,744        293,690        (18,000)       247,676
- --------------------------------------------------------------------------------------------
Net funds provided by financing
activities                               94,744        948,945        (18,000)       298,681
- --------------------------------------------------------------------------------------------

NET INCREASE IN CASH                    (12,803)        42,889         11,246       (145,807)
   Cash at beginning of period           74,366          2,387         51,317        191,083
- --------------------------------------------------------------------------------------------
CASH AT END OF PERIOD                 $  61,563      $  45,276      $  61,563      $  45,276
============================================================================================

The notes to condensed consolidated  financial statements are an integral part thereof

Supplemental information:
  Interest paid                       $     --       $     --       $     --       $     --
  Taxes paid                          $     --       $     --       $     --       $     --
  Shares issued for licenses          $ 120,000      $ 170,000      $ 120,000      $ 170,000
                                      ---------      ---------      ---------      ---------
</TABLE>

                                       64

<PAGE>


Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
September 30, 1999

1.   INTERIM FINANCIAL STATEMENTS

     The results of operations  for the interim  period shown in this report are
     not  necessarily  indicative of results to be expected for the fiscal year.
     In the opinion of management, the information contained herein reflects all
     adjustments  necessary  to make the results of  operations  for the interim
     period a fair statement of such  operations.  All such adjustments are of a
     normal recurring nature.

2.   CONTINUING OPERATIONS

     Nostrad   Telecommunications   Inc.   ("Nostrad"  or  the   "Company")  was
     incorporated  in Nevada on September 24, 1993.  On September 29, 1997,  the
     Company's  name  was  changed  from  Cave  Productions,  Inc.  to  Nostrad.
     Effective  September  30, 1997,  Nostrad  Telecommunications  Pte.  Ltd., a
     private  Singapore  company  ("Nostrad  Singapore")  sold its wholly  owned
     subsidiary  companies  Nostrad Media Pte.  Ltd., a Singapore  company which
     holds the Company's  interests in Asian  licenses;  and  OmniVision  Africa
     Ltd., a British Virgin Island company,  which holds the Company's interests
     in  African  licenses;  (collectively  as  "Nostrad  Subsidiaries")  to the
     Company for  3,700,000  common  shares and $300,000  cash or kind.  Nostrad
     Singapore may also be  compensated  up to 3,500,000  shares of common stock
     for  successful  performance  relative to license  issuance in two emerging
     countries.

     In order to develop the  licenses  held by the  Company,  the Company  must
     continue to raise  funds.  The Company has been  heavily  reliant  upon its
     major  shareholder,  Nostrad  Singapore  to continue to fund the  Company's
     growth.  During  the  current  fiscal  year  the  Company's  common  shares
     commenced  trading on the over the  counter  pink  sheets.  The  Company is
     currently  applying  to get the  Company's  shares  listed on a major stock
     exchange. If the Company is unable to list its shares, the ability to raise
     additional funds through the issuance of shares may be hampered.

     These  financial  statements have been prepared on the going concern basis,
     which assumes the  realization of assets and  liquidation of liabilities in
     the normal course of business. The application of the going concern concept
     is dependent upon the ability of the Company to raise additional  financing
     and attain future profitable operations.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     These  financial  statements  have been prepared in accordance  with United
     States generally accepted accounting principles

     a)   The  accompanying   consolidated   financial  statements  include  the
          accounts of the Company and of acquired subsidiary companies:  Nostrad
          Media Pte. Ltd. (100% owned), Mongolia Home Vision Corporation HH (80%
          owned by Nostrad  Media  Pte.  Ltd.),  OmniVision  Africa  Ltd.  (100%
          owned),  OmniVision (U) Ltd.  (100% owned by OmniVision  Africa Ltd.),
          OmniVision  (Ghana)  Ltd.  (80%  owned  by  OmniVision  Africa  Ltd.),
          OmniVision  (Tanzania)  Ltd. (80% owned by OmniVision  Africa Ltd. and
          OmniVision  (Maroc) Ltd.  (65% owned by OmniVision  Africa Ltd.).  All
          significant   inter-company   accounts  and  transactions   have  been
          eliminated in consolidation.

     b)   The  Company  capitalizes  the costs  related to  obtaining  rights to
          provide paging, cable television,  telephone, and Internet services in
          specific countries, and for the rights to broadcast specific channels.
          Costs  incurred  are  initially  capitalized  as Deferred  Development
          Costs.  If after a  twelve-month  period,  rights  have not been fully
          obtained, the Deferred Development Costs will be expensed. There is no
          assurance that revenues  exceeding these costs will be realized by the
          Company.


                                       65
<PAGE>

                                    PART III


Items 1 and 2 Index to and Description of Exhibits

No.    Description*

2.1    Certificate of Incorporation*

2.2    Certificate of Amendment*

2.3    Certificate of Good Standing*

2.4    Certificate of Secretary of State*

2.5    By-Laws*

6.1    Agreement  dated  October  20,1998  between the Company and Asia Learning
       World Pte Ltd.*

6.2    Memorandum  of   Understanding   between   OmniVision   Africa  Ltd.  and
       CableVision (Africa) Ltd.*

6.3    Agreement dated October 20, 1998 between Asia Learning World Pte Ltd. and
       Entertainment World Limited CAN.*

6.4    Agreement dated October 20, 1998 between Asia Learning World Pte. Ltd and
       Entertainment World Limited CAN*

6.5    Agreement between the Company and Entertainment World Limited CAN*

6.6    Memorandum of Understanding among Globecommm Systems,  NetSat Express and
       Omnivision Maroc SARL*

6.7    Agreement dated January 4, 1999 between OmniVision Maroc SARL and GulfDTH
       Production*

6.8    Amending  Agreement dated May 27, 1999 between  Omnivision Maroc SARL and
       GulfDTH Production*

6.9    Amendment  Agreement dated January 14, 1999 between Omnivision Maroc SARL
       and GulfDTH Production*

6.10   Lease Agreement dated February 5,1997*

6.11   Stock Purchase Agreement dated February 25, 1997*

6.12   Joint Venture Agreement dated May 30, 1997*

6.13   Agreement   dated   August  6,  1999  between  the  Company  and  Pfluger
       Enterprises, L.L.C.*

6.14   Distribution   Agreement  between  La  Societe  d'Etudes  et  Realization
       audiovisuelles and OmniVision*

6.15   Agreement  between  the  government  of the  Republic  of Uganda  and M/S
       Omnivision (U) Ltd.*

27     Financial Data Schedule*
- ----------
*    Previously Filed.


                                       66

<PAGE>

                                   SIGNATURES


In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
Registrant has caused this Amendment No. 1 to its registration statement on Form
10SB to be signed on its behalf by the undersigned, thereunder duly authorized.


Dated:  February 21, 2000                      Nostrad Telecommunications, Inc.


                                               By:/s/ Chris Farnworth
                                                  ----------------------------
                                               Chris Farnworth, Vice President





                                       67

<PAGE>


                        NOSTRAD TELECOMMUNICATIONS, INC.

                      Registration Statement on Form 10 SB

                                Index to Exhibits

No.    Description

2.1    Certificate of Incorporation*

2.2    Certificate of Amendment*

2.3    Certificate of Good Standing*

2.4    Certificate of Secretary of State*

2.5    By-Laws*

6.1    Agreement  dated  October  20,1998  between the Company and Asia Learning
       World Pte Ltd.*

6.2    Memorandum  of   Understanding   between   Omnivision   Africa  Ltd.  and
       CableVision (Africa) Ltd.*

6.3    Agreement dated October 20, 1998 between Asia Learning World Pte Ltd. and
       Entertainment World Limited CAN.*

6.4    Agreement dated October 20, 1998 between Asia Learning World Pte. Ltd and
       Entertainment World Limited CAN*

6.5    Agreement between the Company and Entertainment World Limited CAN*

6.6    Memorandum of Understanding among Globecommm Systems,  NetSat Express and
       Omnivision Maroc SARL*

6.7    Agreement dated January 4, 1999 between OmniVision Maroc SARL and GulfDTH
       Production*

6.8    Amending  Agreement dated May 27, 1999 between  Omnivision Maroc SARL and
       GulfDTH Production*

6.9    Amendment  Agreement dated January 14, 1999 between Omnivision Maroc SARL
       and GulfDTH Production*

6.10   Lease Agreement dated February 5,1997*

6.11   Stock Purchase Agreement dated February 25, 1997*

6.12   Joint Venture Agreement dated May 30, 1997*

6.13   Agreement   dated   August  6,  1999   between  the  Compan  and  Pfluger
       Enterprises, L.L.C.*

6.14   Distribution   Agreement  between  La  Societe  d'Etudes  et  Realisation
       audiovisuelles and OmniVision*

6.15   Agreement  between  the  government  of the  Republic  of Uganda  and M/S
       Omnivision (U) Ltd.*

27     Financial Data Schedule*
- ----------
*    Previously Filed.



                                       68



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