SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM         TO
                                                            ---------  ---------

                         Commission File Number 0-13338
                          LAS AMERICAS BROADBAND, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

       Colorado                                                84-0853869
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

     20031 Valley Boulevard, Tehachapi, CA                              93561
--------------------------------------------------------------------------------
     (Address of principal executive offices)                        (Zip Code)

Issuer's telephone number: (661) 822-1030
                           --------------

Securities registered  under  Section  12(b) of the Exchange  Act: None

Title of each class: None Name of each exchange on which registered:

Securities registered under Section 12(g) of the Exchange Act:

         Title of Each Class:      Common Stock

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
Yes  X    No
   -----    ----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenue for the fiscal year ended December 31, 2000 was $673,589.

At March 30,  2001,  the  aggregate  market  value of the  Common  Stock held by
non-affiliates was $12,202,366 (corresponding to 7,199,036 shares).

At  March  30,  2001,   22,806,521  shares  of  Common  Stock  were  issued  and
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None
Transitional Small Business Disclosure Format (check one):   Yes ___   No  X
                                                                          ---

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

         Las Americas Broadband, Inc. (the "Company") was incorporated under the
laws of the state of Colorado on June 8, 1991, under the name InfoAmerica,  Inc.
The Company changed its name to Las Americas Broadband,  Inc. effective February
9, 2001. Pursuant to a Merger Agreement and Plan of Reorganization,  dated as of
June 8, 1999 (the "Merger Agreement"), the Company was the surviving corporation
of a merger (the "Merger"). The details and terms of the Merger are set forth in
Item 12 - "Certain Relationships and Related Transactions".

         The Company, through its wholly-owned subsidiary DDD Cablevision,  Inc.
d/b/a Country Cable ("Country Cable"), operates a cable and satellite television
network in Kern County,  California.  Country Cable serves  approximately  2,000
cable television  subscribers in the  unincorporated  areas of Kern County.  The
Company was issued a fifteen  (15) year Cable  Television  Franchise  License in
1991 by Kern County. To date, the Company has installed  approximately 175 miles
of coaxial and feeder  cable  throughout  the Kern County  area.  The  Company's
transmits its programming with a spectrum energy of 450 megahertz (MHz).

         The   Company   maintains   an   existing   cable    telecommunications
infrastructure of a three stage microwave satellite receiver and transmit system
which interconnects into areas of the 175 miles of cable plants. The Company has
been issued a second cable franchise in the City of Tehachapi, California. It is
the  intention  of the Company,  subject to securing  sufficient  financing,  to
upgrade its present cable  infrastructure  and construct an additional 135 miles
of cable and plant facilities, all of which will be in the form of fibre optical
cable.  This  would  allow  the  Company  to have  the  availability  to serve a
potential  market  of over  12,000  homes,  which  includes  the  present  2,000
subscribers.  The result  would be a  communications  network  providing  to its
subscribers  120 channels of  programming,  business to business  carriage  data
network and high speed Internet access.

         On December  19, 2000,  the Company and  Technical  Services  Broadband
Inc., a California corporation ("TSBI"), signed an Agreement and Plan of Merger,
pursuant to which TSBI would  become a  wholly-owned  subsidiary  of the Company
(the "TSBI Agreement"). The transactions contemplated by the TSBI Agreement were
consummated  on  January  2,  2001.  A copy of the TSBI  Agreement  was filed as
Exhibit 2.1 to the Company's Form 8-K filed on January 17, 2001.

         The Company and Cable  California  S.A.  de C.V.,  an entity  organized
under the United Mexican States ("Cable California"), have agreed upon the terms
for the Company to acquire shares of capital stock of Cable California. Upon the
execution   of  an   agreement   setting   forth  the  agreed  upon   terms,   a
recapitalization  of Cable California will take place,  whereby Cable California
will be owned  forty-nine  percent  (49%) by the Company and  fifty-one  percent
(51%) by a Mexican holding company (the "Mexican Holding Company").  The Mexican
Holding  Company will be owned  forty-nine  percent  (49%) by the  Company,  two
percent  by a  Mexican  individual,  and  forty-nine  percent  (49%)  by  Carlos
Bustamante,  Sr., the current  majority  shareholder  of Cable  California.  The
agreement  with Cable  California  also provides that upon  consummation  of the
transaction  certain  indebtedness  of Cable  California  will be  converted  to

                                       2
<PAGE>

non-voting  capital shares of Cable California.  Consummation of the transaction
with Cable  California  is  subject to  completion  of final  documentation  and
approval by the  Secretary  of  Communications  and  Transportation  and Federal
Communications  Commission of Mexico (the  "Commission").  The Company and Cable
California  are in the process of making the  application  to the Commission for
approval. Cable California has a 30 year advanced  telecommunications  broadband
concession  from the Mexican  government  to construct  and operate one of Latin
America's  largest  fibre-optic  networks.  This  is a  750-MHz  network,  which
provides  high  speed  Internet,   telephony,   data  and  multi-channel   cable
televisions  to  residents  and  businesses.  The  concession  granted  to Cable
California permits the network to operate in the cities of Tijuana and Mexicali,
Mexico.

         COMPETITION

         The Company is subject to competition  from  different  sources for its
varied services,  including  satellite  television,  Internet service providers,
video tape  recorders,  DVD systems  and other  entertainment  and data  service
providers.  Most of the Company's  competition  is from larger  companies,  with
greater  financing  and  resources  available to them,  and the expansion of the
Company may  therefore be hampered  until  financing is found.  The Company does
however maintain a franchise in the County of Kern for the unincorporated  areas
in which it operates.

         In its service  business,  the Company's  subsidiary TSBI is subject to
competition from larger telecommunications  service companies such as Scientific
Atlanta, Motorola, JM Consulting,  Nortel Networks, and other companies that are
comparable  in size and  operations  to TSBI,  such as CMG,  Inc. and INET.  The
Company  believes that TSBI can maintain its position in the industry  depending
upon the continuance of major broadband infrastructure deals in the world. As of
this date, there are a number of such deals that are down turning and that could
affect the future business in this sector.

         Cable California is subject to competition in its satellite television,
Internet  service  providers,  video  tape  recorders,  DVD  systems  and  other
entertainment  and data  services.  A small cable  operator  has been  providing
services in the territory in which Cable California is active for  approximately
thirty years and currently services 30,000 subscribers.

         SOURCES AND AVAILABILITY OF RAW MATERIALS

         The Company does not depend on any one supplier for raw materials.

         MARKETING

         The  Company   markets  its  business   through   local   publications,
participation  in local  promotions,  direct mailing  packages and  door-to-door
canvassing.

         CUSTOMERS

         The Company has approximately 2,000 subscribers of its cable television
services  in Kern  County,  California.  The  cable  subscribers  are  generally
homeowners who subscribe to the

                                       3
<PAGE>

services.  The  subscribers  in Kern County live in an area where the terrain is
mountainous and prevents them from having access to major on-the-air  television
signals,  which makes the cable television  service provided by the Company very
popular in that area. The Company depends on these  customers for revenues,  but
no one customer represents ten percent (10%) or more of the Company's revenues.

         TSBI's major  customers in its network service  business  includes RCN,
Wide Open West,  AT&T  Broadband  and  Nortel.  TSBI  depends  primarily  on the
business of RCN and AT&T Broadband to generate  its  revenues  throughout  the
year, and those customers account for approximately 64% and 25%, respectively,
of TSBI's revenues.  No other customer represents more than ten percent (10%) of
TSBI's revenues.

         GOVERNMENT REGULATIONS AND LICENSING

         The  Company  believes  that it has  all  necessary  franchises  and/or
licenses to operate its U.S. domestic cable system in Kern County, California.

         The Company operates under a fifteen-year  cable  television  franchise
issued by the Kern County and has six years until it expires. The Company has an
eighteen-year franchise issued by the City of Tehachapi, California. The Company
complies  with all  regulations  pertaining  to the  franchises as issued by the
County  of Kern  and the  City  of  Tehachapi,  including  but  not  limited  to
record-keeping, audits, insurance, bonds and anti-discrimination provisions.

         Due to increased telecommunications policies and future rules for cable
television  systems,  it could be possible that new rules and regulations may be
adopted  with  respect  to the  overall  communications  policy  of the  Federal
Communications Commission ("FCC"), the County of Kern and the City of Tehachapi,
which could include changes in pricing and services.  The Company cannot predict
the impact, if any, that future rules and regulations may have on its business.

         Cable  California was issued a concession for a period of thirty years,
which commenced in 1996. The concession is known as Red Publica and is issued by
the Secretary of Communications and  Transportation  and Federal  Communications
Commission for the construction and operation of an advanced  telecommunications
broadband  network  consisting  of voice  (telephone),  video  and  data.  Cable
California complies with all of the rules and regulations  pertaining to the Red
Publica  communications  policy promulgated under the laws of the United Mexican
States.

         EMPLOYEES

         As of March 31, 2001,  the Company had a total of 7  employees,  all of
whom are  full-time  employees.  The Company  also  utilizes  independent  sales
representatives who are compensated on a commission basis.

                                       4
<PAGE>

         As of March 31, 2001,  TSBI had a total of 8  employees,  all of whom
are full time employees.

ITEM 2.           DESCRIPTION OF PROPERTY
                  -----------------------

The  Company  occupies  approximately  4,000  square  feet of  office  space  in
Tehachapi, California under a lease with an unaffiliated landlord which provides
for a base rent of $2,500  per month.  The term of the lease is three  years and
will expire in 2004.  The Company has an option to  purchase  the  property  for
$250,000.

TSBI occupies  approximately  1,620 square feet of general  office and warehouse
space in Anaheim,  California  under a lease which  provides  for a base rent of
$1,409.40  per month during the first year of the lease and  $1,465.78 per month
during the second  year of the lease.  The term of the lease is two years and 12
days and expires on June 30, 2002. TSBI also occupies a residential space in its
name for certain of its  employees.  This lease provides for a rent of $2,295.00
per month and expires on March 31, 2001.

ITEM 3.           LEGAL PROCEEDINGS
                  -----------------

There are no material pending legal  proceedings to which the Company is a party
or to which any of its properties are subject.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------

None.

                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                  --------------------------------------------------------

The Company's common stock,  par value $.025 per share (the "Common Stock"),  is
quoted on the OTC Bulletin Board under the symbol LABN. The following table sets
forth,  for the  periods  indicated,  the high and low bid prices for the Common
Stock as  reported  on the OTC  Bulletin  Board for the two most  recent  fiscal
years.
<TABLE>
<CAPTION>
Quarters               Common Stock                     Quarters           Common Stock
--------               ------------                     --------           ------------
                   High           Low                                  High            Low
                   ----           ---                                  ----            ---
<S>         <C>                                                       <C>
Fiscal Year 1999                                     Fiscal Year 2000

Fourth Quarter    1.875            0.325             Fourth Quarter    2.500            0.250
Third Quarter     1.500            0.325             Third Quarter     2.250            1.375
Second Quarter    0.825            0.500             Second Quarter    3.8125           1.125
First Quarter     0.825            0.325             First Quarter     2.500            0.4375
</TABLE>

                                       5
<PAGE>

         As of March 30, 2001, there were approximately 826 holders of record of
the Common  Stock.  The Company did not pay cash  dividends  on its Common Stock
during the two years  ended  December  31,  1999 and  December  31, 2000 and the
Company does not presently intend to pay any dividends on its Common Stock.

         In October, 2000, the Board of Directors of the Company authorized, and
the Company currently  participates in, a stock buyback program (the "Program").
Pursuant to the  Program,  the Company  may,  from time to time,  purchase up to
1,000,000 shares of its Common Stock in the open market.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                  ------------------------------------

OVERVIEW
--------

         The  Company  has  sustained  net losses in each of the last two fiscal
years with a net loss of $2,131,722 in fiscal 2000 and a net loss of $448,323 in
fiscal 1999. The Company has not recognized any significant  income to date from
its operations. Although the Company anticipates that it will begin to recognize
greater  revenues  during 2001, it cannot predict the actual timing or amount of
such revenues.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         At December 31, 2000, the Company's cash and cash equivalents  amounted
to  $2,059,309.  This was an increase of $2,049,871 or 21,719%,  from $9,438 for
the fiscal year ended December 31, 1999.

         Operating  activities  used net cash in the amount $647,289 to fund the
Company's  cash loss from  operations  of $666,401  (net of non-cash  expense of
$240,000  for  depreciation,   $6,450  for  warrants  issued  to  non-employees,
$1,112,760  for  common  stock  issued to  non-employees  and  $106,111  for the
amortization of deferred investment banking services).  Net cash of $164,421 was
used by changes in operating assets and liabilities  primarily to fund franchise
fees  payable of $62,394,  the  increase in prepaid  expenses of $98,033 and the
increase in supplies of $3,994.  The Company  experienced a decrease in accounts
receivable of $20,605.

         Net cash used in investing activities was $886,785 for fiscal 2000. The
Company's  primary  investing  activities  included the purchase of property and
equipment for use in connection with the Cable California  operations in Mexico,
and non-interest bearing loans advanced to Cable California and TSB.

         Financing  activities provided net proceeds in the amount of $3,584,945
from  the  issuance  of stock  in  private  placements  undertaken  pursuant  to
Regulation D and  Regulation S of the  Securities  Act of 1933,  as amended (the
"1933 Act"), in March, July and October of 2000.

         The  Company  intends to meet its  long-term  liquidity  needs  through
available  cash and  cash  flow as well as  through  additional  financing  from
outside  sources.  However,  no assurance  can be given that the Company will be
successful  in obtaining  any  additional  financing.  Further,  there can be no
assurance,  even assuming the Company successfully raises additional funds, that
the Company will achieve profitability or positive cash flows. If the Company is
not  successful  in  raising  additional  funds,  the  business  plan for  Cable
California cannot be implemented.

RESULTS OF OPERATIONS
---------------------

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999


         Revenue  decreased by $1,215 from  $674,804 for fiscal 1999 to $673,589
for  fiscal  2000.  The  decrease  in  revenue  is the  result  of the  loss  of
subscriptions by customers who moved from the area.

                                       6
<PAGE>

         Programming content expenses increased by $99,414 or 54%, from $182,517
for fiscal 1999 as compared to $281,931 for fiscal  2000.  The increase in these
expenses is the result of  payments  made by the  Company  with  respect to fees
previously owed to content providers for the use of their programming.

         Cable operating  expenses  increased by $163,972 or 131%, from $125,563
for fiscal 1999 to $289,535  for fiscal 2000.  The  increase in cable  operating
expenses was the result of an increase in fuel costs,  office relocation and the
maintenance for headend offices (old and new).

         General and administrative  expenses increased by $295,206 or 62%, from
$473,318 for fiscal 1999 to $768,524 for fiscal 2000. The increase in these fees
is primarily the result of increased  salaries,  accounting fees and legal fees,
and  travel  and  lodging  fees   associated  with  raising  capital  for  Cable
California.

         Non-cash  compensation  expenses increased by $1,030,210 or 1158%, from
$89,000 for fiscal 1999 to  $1,119,210  for fiscal  2000.  The increase in these
expenses  are due to the expenses  associated  with the issuance of warrants and
common stock of the Company during fiscal 2000 for consulting services rendered,
the fair value of shares of Common Stock authorized in fiscal 1999 and issued in
fiscal 2000 to certain stockholders for consulting services,  and the fair value
of shares of Common Stock  transferred by a shareholder  for investment  banking
services on behalf of the Company.

         The amortization of deferred  investment  banking services was $106,111
in fiscal 2000 as compared to $0 in fiscal  1999.  This expense  represents  the
amortization over a three year period, of warrants issued for investment banking
services  pursuant to a three year agreement between the investment bank and the
Company.

         The Company made advances to Cable California in the amount of $726,287
during fiscal 2000.  Such advances are evidenced as  non-interest  bearing loans
receivable.  The loans were advanced primarily to fund operations in Mexico with
respect to the joint venture with Cable California,  including,  but not limited
to, the payment of salaries and the costs of insurance for Mexican employees.

         The Company's net loss of $2,131,722 for fiscal 2000 was an increase of
$1,683,399  or 375% from the net loss of $448,323 for fiscal 1999.  The increase
in net loss for fiscal 2000 can be attributed to the factors as discussed above.

INFLATION AND SEASONALITY
-------------------------

         The rate of inflation was insignificant  during the year ended December
31, 2000.  In the past,  the effects of  inflation on personnel  costs have been
offset by the Company's  ability to increase its charges for services  rendered.
The  Company  anticipates  that it will be able to continue to do so in the near
future. The Company  continually reviews its costs in relation to the pricing of
its products and services. The Company's business is not seasonal.

                                       7
<PAGE>

ITEM 7.           FINANCIAL STATEMENTS
                  --------------------

The  financial  statements  of the Company  required  by this item are  attached
hereto as pages F-1 through F-6.

ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                 ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

On July 9, 1999, the Company dismissed Causey Demgen & Moore, Inc. ("CD&M"),  an
independent  auditing firm based in Colorado,  as its  independent  auditors and
engaged Hollander Lumer & Co., LLP ("Hollander") as its independent auditors. As
a result of the Merger,  the Company  moved its  principal  place of business to
California and its principal  business  activities  became its cable  television
operations.  Shortly  after the Merger,  CD&M was  dismissed as the  independent
auditors for the Company. The Company's decision to change auditors was based on
the  need to  have  auditors  who are  geographically  closer  to the  Company's
operations and have experience in its lines of business.  The decision to change
auditors was approved by the Company's  board of directors by resolutions  dated
July 8, 1999.

To the knowledge of the Company's  current board of directors,  CD&M's report on
the  financial  statements  of the Company for each of the past two fiscal years
did not  contain  any  adverse  opinion or  disclaimer  of  opinion  and was not
qualified or modified as to uncertainty,  audit scope or accounting  principles.
The report of CD&M dated March 17, 1999, however, included a paragraph regarding
substantial doubt about the Company's ability to continue as a going concern.

During the  Company's two most recent  fiscal years and the  subsequent  interim
period  preceding  the change in  independent  auditors on July 9, 1999,  to the
knowledge  of  the  Company's   current  board  of  directors,   there  were  no
disagreements  with CD&M on any matter of  accounting  principles  or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not resolved to the  satisfaction of CD&M,  would have caused
CD&M to make reference to the subject matter of the  disagreements in connection
with their audit report with respect to financial statements of the Company.

To the  knowledge  of the  Company's  current  board of  directors,  during  the
Company's two most recent fiscal years there was no  disagreement  or difference
of opinion with CD&M regarding any  "reportable  event," as that term is defined
in Item 304(a)(1)(v) of Regulation S-K.

                                    PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
         -----------------------------------------------------------------------
         COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
         --------------------------------------------------

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  executive  officers and directors,  and any person who owns more than
10% of any class of the

                                       8
<PAGE>

Company's equity  securities  registered under the 1933 Act (a "10% Owner"),  to
file certain reports  relating to their ownership of such securities and changes
in such  ownership  with the  Securities  and Exchange  Commission,  and if such
securities  are  registered on a national  securities  exchange,  also with such
exchange,  and to  furnish  the  Company  with  copies of such  reports.  To the
Company's  knowledge,  all Section 16(a) filing requirements  applicable to such
officers,  directors and 10% owners during the year ended December 31, 2000 have
been satisfied, except that Martin E. Weisberg, an officer of the Company, filed
a late Form 5 reflecting  his  ownership of 1,773,485  shares of Common Stock at
the time he was elected Secretary of the Company.

EXECUTIVE OFFICERS AND DIRECTORS

         The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>

          NAME                            AGE          POSITION
          ----                            ---          --------
<S>                                        <C>
          Richard W. Clark                 72          Chairman of the Board of Directors,
                                                       and a Director
          Richard G. Lubic                 63          Chief Executive Officer, President, and a
                                                       Director

          Martin Eric Weisberg             50          Secretary
</TABLE>

         Richard W. Clark has been Chairman of the Company since its acquisition
in June of 1999. He acts as executive  producer on almost all of the  television
programs  produced  by the Dick Clark  Productions,  Inc.  ("DCPI"),  a publicly
traded company and has been Chairman and Chief  Executive  Officer of DCPI since
its  inception.  Mr. Clark is also Chairman of United  Stations  Radio  Networks
Inc., a privately held radio network. Mr. Clark is the principal stockholder, as
well as a  director  and  executive  officer,  of  Olive  Enterprises,  Inc.,  a
Pennsylvania corporation ("Olive").  Olive is a company controlled by Mr. Clark.
Mr. Clark also acts and provides talent services on a freelance basis.

         Richard G. Lubic has served as Chief Executive Officer, President and a
Director of the Company since its acquisition in June of 1999. Mr. Lubic was the
Chief Executive Officer, President, Secretary and a Director of DDD Cablevision,
Inc., the Company's predecessor, since 1991.

         Martin Eric Weisberg has served as Secretary of the Company since 2000.
Mr. Weisberg is a shareholder at the law firm Jenkens & Gilchrist  Parker Chapin
LLP, which serves as general counsel to the Company. Mr. Weisberg specializes in
the areas of securities,  mergers and acquisitions,  financing and international
transactions  and has been in the  private  practice  of law for 25  years.  Mr.
Weisberg is a summa cum laude graduate of Union College (B.A. 1972) and received
his law degree from The Northwestern  University School of Law (1975),  where he
graduated summa cum laude, was Articles Editor of the Law Review and was elected
to the Order of the Coif.  Mr.  Weisberg  also  attended  The  London  School of
Economics and Political Science.

                                       9
<PAGE>

COMMITTEES

None.

ITEM 10.          EXECUTIVE COMPENSATION
                  ----------------------

The  following  table sets forth  information  concerning  annual and  long-term
compensation,  paid or accrued,  for the Chief Executive  Officer of the Company
and for each other executive officer of the Company whose compensation  exceeded
$100,000 in the year ended  December 31, 2000 (the "Named  Executive  Officers")
for  services  in all  capacities  to the Company  during the last three  fiscal
years.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                        Annual Compensation            Long Term Compensation
                                                     ---------------------------- ----------------------------------
                                                                                     Awards(1)         Payouts
                                                                       Other         ------            -------
    Name and                                                          Annual        Securities           All
    Principal                                                         Compen-       Underlying          Other
    Position                              Year        Salary(2)     sation (2)     Options/SARs      Compensation
    --------                              ----        ------        ----------     ------------      ------------
<S>                                       <C>          <C>
    Richard G. Lubic, Chief               2000         $180,000         --              ---              ---
    Executive Officer, President          1999          $90,000         --              ---               --
    and Secretary                         1998          $90,000         --              ---               --
</TABLE>
----------------

(1)      None of the Named  Executive  Officers  received any  Restricted  Stock
         Awards or LTIP Payouts in 1998, 1999 or 2000.

(2)      As to each individual  named, the aggregate  amounts of perquisites and
         personal  benefits not included in the Summary  Compensation  Table did
         not  exceed the  lesser of either  $50,000  or 10% of the total  annual
         salary and bonus reported for such individual.

STOCK OPTIONS

There  were no stock  options  or  stock  appreciation  rights  granted  to,  or
exercised by the Named  Executive  Officers,  during the year ended December 31,
2000 and no stock appreciation rights were outstanding at December 31, 2000.

EMPLOYMENT AGREEMENTS

None.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  --------------------------------------------------------------

The following table sets forth, as of March 30, 2001,  information  with respect
to the beneficial  ownership of the Common Stock by (i) each person known by the
Company to  beneficially  own more than 5% of the  outstanding  shares of Common
Stock, (ii) each director of the Company,  (iii)

                                       10
<PAGE>

each  Executive  Officer  named in the Summary  Compensation  Table and (iv) all
directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
                                                                       Amount and
                              Name and                                 Nature of
                             Address of                                Beneficial              Percent of
                          Beneficial Owner                              Owner(1)                  Class
           ------------------------------------------------ --------------------------------- --------------
<S>                                                                  <C>                            <C>
           Richard W. Clark                                           13,834,000(2)                 60.7%
           c/o Dick Clark Productions, Inc.
           3003 West Olive Avenue
           Burbank, CA 91505-4590
           ------------------------------------------------ --------------------------------- --------------
           Richard G. Lubic
           c/o Las Americas Broadband, Inc.
           20031 Valley Boulevard
           Tehachapi, CA 93561                                         2,766,800                    12.1%
           ------------------------------------------------ --------------------------------- --------------
           Martin Eric Weisberg                                        1,773,485                     7.8%
           c/o Jenkens & Gilchrist Parker Chapin LLP
           The Chrysler Building
           405 Lexington Avenue
           New York, NY 10174
           ------------------------------------------------ --------------------------------- --------------
           All executive officers, directors and nominee              15,607,485                    68.4%
           director as a group
           (3 persons)
           ------------------------------------------------ --------------------------------- --------------
</TABLE>
--------------

(1)      Unless  otherwise  noted,  the Company  believes that all persons named
         have sole  voting and  investment  power with  respect to all shares of
         Common Stock listed as owned by them.

(2)      This  includes  11,067,200  shares with  respect to which Mr. Clark has
         sole voting and investment power and 2,766,800 shares issued to Richard
         G. Lubic,  over which Mr. Clark has shared voting power pursuant to the
         Merger Agreement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

The Merger was consummated by and among the Company; RWC Communications, Inc., a
California   corporation  ("RWC"),   D&K  Communications,   Inc.,  a  California
corporation ("D&K") and DL Hawk Communications,  Inc., a California  corporation
("DL", and together with RWC and D&K, the "Acquiree  Corporations");  Richard W.
Clark  ("Clark")  and  Richard G.  Lubic  ("Lubic",  and  together  with  Clark,
sometimes the "Sellers");  and Paul Knight and Larry Salmen  (collectively,  the
"Buyers"). The Merger Agreement was filed on June 23, 1999 as Exhibit 2.1 to

                                       11
<PAGE>

the  Company's  Current  Report  on  Form  8-K  and is  incorporated  herein  by
reference.  A copy of the press  release  of the  Company  dated June 7, 1999 in
connection  therewith  was also filed on June 23,  1999,  as Exhibit 99.1 to the
Current Report on Form 8-K and is also incorporated  herein by reference.  Clark
and Lubic were the owners of all of the issued and  outstanding  common stock of
RWC, D&K and DL. RWC, D&K and DL constituted and operated DDD Cablevision, Ltd.,
a California partnership, which operated a cable television system in Tehachapi,
California.  In  preparation  for the  transactions  contemplated  in the Merger
Agreement, the Company established three separate California corporations,  each
of which is a wholly-owned subsidiary of the Company:  IFOA-RWC, Inc., IFOA-D&K,
Inc. and IFOA-DL, Inc. (collectively referred to as the "Merger Subsidiaries").

Pursuant to the Merger Agreement,  on June 8, 1999, among other things,  (a) RWC
merged with and into  IFOA-RWC,  Inc.,  (b) D&K merged  with and into  IFOA-D&K,
Inc., (c) DL merged with and into IFOA-DL, Inc. ((a), (b) and (c), collectively,
the "Merger Transactions"),  and (d) as a result of the Merger Transactions, the
Company, through the Merger Subsidiaries,  acquired ownership and control of the
Acquiree  Corporations  and in exchange  therefore,  the  Company  issued to the
Sellers  an  aggregate  of  13,834,000  unregistered  "restricted"  shares  (the
"Acquirer  Shares")  of  the  Common  Stock.  The  Acquirer  Shares  represented
approximately  72.6% of the Company's total issued and outstanding  Common Stock
at the time of issuance  thereof and accordingly  such acquisition may have been
deemed to be a change in control of the Company.

The Sellers agreed to hold such Acquirer Shares for investment  purposes and not
for public  distribution  unless and until the  Acquirer  Shares are  registered
under the 1933 Act,  or until the  restrictions  under  Rule 144 of the 1933 Act
have  lapsed.  At the  closing of the  transactions  contemplated  by the Merger
Agreement (the  "Closing"),  Paul Knight,  Larry Salmen and all other members of
the board of  directors of the Company  resigned and were  replaced by Clark and
Lubic, who appointed Clark as Chairman and Lubic as President and a director, to
fill the vacancies created by such resignations.

Contemporaneously  with the Closing,  the Company's newly  constituted  board of
directors  authorized the issuance to certain  shareholders  of the Company (the
"Restricted  Shareholders")  of  shares of the  Common  Stock  (the  "Restricted
Shares") as payment for financial  consulting and other services  rendered or to
be rendered to the Company by the Restricted Shareholders in connection with the
transactions  contemplated by the Merger Agreement. The Restricted Shareholders,
in  consideration  for their receipt of the  Restricted  Shares,  entered into a
Voting and Shareholders Agreement (the "Shareholders Agreement") whereby each of
the Restricted  Shareholders,  simultaneously with the execution and delivery of
the  Shareholders  Agreement,   agreed  to  transfer  one-third  (1/3)  of  such
Restricted  Shareholder's  Restricted  Shares  to a voting  trust  (the  "Voting
Trust") of which Clark would become the voting trustee  ("Trustee"),  to be held
by Clark  pursuant to the terms of a voting trust  agreement  (the "Voting Trust
Agreement").

The terms of the  Shareholders  Agreement  provide  that the  Restricted  Shares
transferred to the Voting Trust by the Restricted  Shareholders may not be sold,
assigned, transferred,  pledged, hypothecated or otherwise disposed of until the
first to occur of: (i) two years from the  Closing;  or (ii) the  occurrence  of
both of the  following:  (a) the Company,  through the efforts of the Restricted
Shareholders,  shall have raised not less than  $3,000,000 in gross  proceeds by
means of

                                       12
<PAGE>

financings of debt or equity securities or a combination  thereof within the two
year period from the date of the  Closing;  and (b) the closing bid price of the
Common Stock on NASDAQ SmallCap market (or such other market on which the Common
Stock is regularly  traded) for the fifteen (15) consecutive  trading days prior
to the date of a proposed  "prohibited  transfer" shall have equaled or exceeded
$3.00  per share  (on a  contemplated  post  closing  one-for-two  reverse-split
basis).  Concurrently  with  the  execution  and  delivery  of the  Shareholders
Agreement, the Restricted  Shareholders,  Clark and the Company entered into the
Voting  Trust  Agreement.  Under the terms of the Voting  Trust  Agreement,  the
Restricted   Shareholders   were  to  deposit  with  the  Trustee   certificates
representing the Restricted Shares (the "Voting Trust  Certificates").  However,
as of the date hereof the Company has only issued a total of 890,000  Restricted
Shares to two of the Restricted  Shareholders,  and none of such shares has been
transferred to the Voting Trust.

The  description  of the terms of the Voting Trust  Agreement  contained in this
report does not  purport to be  complete  and is  qualified  in its  entirety by
reference to the Voting Trust Agreement, a form of which was filed as an exhibit
to the Schedule 13D filed by Clark on June 23, 1999.  After giving effect to the
exchange of shares of the Acquiree  Corporations for shares of the Common Stock,
Clark is the beneficial owner of 11,067,200  shares of Common Stock and Lubic is
the beneficial owner of 2,766,800 shares of Common Stock. Pursuant to Rule 13d-5
under the Exchange Act,  Clark may be considered to be the  beneficial  owner of
13,834,000 shares of Common Stock,  which include the shares  beneficially owned
by Lubic,  over which Clark shares  voting power as  contemplated  in the Merger
Agreement.

Mr. Weisberg,  Secretary of the Company, has also served as legal counsel to the
Company since the Merger.  In connection with the legal services provided to the
Company,   Mr.  Weisberg   received  legal  fees  in  the  aggregate  amount  of
$11,930.04.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------
<TABLE>
<CAPTION>
A.       EXHIBITS

Exhibit
-------
Number            Description
------            -----------
<S>   <C>
*     10.1        Stock Purchase Agreement relating to the acquisition of shares of Cable
                  California S.A. de C.V.

**   10.2         Agreement and Plan of Merger dated as of December 19, 2000.

***  16.1         Letter on change in certifying accountants.

     99.1         Press Release
</TABLE>

* This exhibit has been incorporated by reference from the Form 10-QSB, file no.
000-13338, filed on August 21, 2000.

                                       13
<PAGE>

** This exhibit has been  incorporated  by reference from Current Report on Form
8-K, file no, 000-13338, filed on January 17, 2001.

*** This exhibit has been  incorporated by reference from Current Report on Form
8-K/A, file no. 13338, filed on June 20, 2000.

         b.       REPORTS ON FORM 8-K

         The  Company  did not file any  reports  on Form  8-K  during  the last
quarter of the year ended December 31, 2000.



                                       14
<PAGE>
<TABLE>
<CAPTION>
                 LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                         INDEX TO FINANCIAL STATEMENTS

<S>                                                                                       <C>
Independent Auditors' Report                                                            F-1

Consolidated Balance Sheets as of December 31, 2000 and 1999                            F-2

Consolidated Statements of Operations for the years ended
December 31, 2000 and 1999                                                              F-3

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2000 and 1999                                                              F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 2000 and 1999                                                              F-5

Notes to Consolidated Financial Statements                                              F-6
</TABLE>

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Las Americas Broadband, Inc. and Subsidiaries


We have audited the  accompanying  consolidated  balance  sheets of Las Americas
Broadband,  Inc.  and  Subsidiaries  as of December  31, 2000 and 1999,  and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for the years then ended. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting the amounts and disclosures in these 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 referred to above present
fairly, in all material  respects,  the consolidated  financial  position of Las
Americas Broadband,  Inc. and Subsidiaries as of December 31, 2000 and 1999, and
the  consolidated  results of their operations and cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.


                                                /s/Good Swartz Brown & Berns LLP
                                                   Good Swartz Brown & Berns LLP

Los Angeles, California
March 23, 2001


                                       F-1
<PAGE>
                  LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                                2000                1999
                                                                          -----------------    ----------------
                                 ASSETS
CURRENT ASSETS
<S>                                                                            <C>                     <C>
Cash and cash equivalents                                                      $ 2,059,309             $ 9,438
Accounts receivable, net of allowance for
doubtful accounts of $ 5,000 in 2000 and 1999                                       48,849              69,454
Supplies                                                                            34,994              31,000
Prepaid expenses and other assets                                                   98,033                   -
                                                                          -----------------    ----------------
TOTAL CURRENT ASSETS                                                             2,241,185             109,892

NON-INTEREST BEARING LOANS RECEIVABLE                                              836,287                   -

DEFERRED INVESTMENT BANKING SERVICES                                               657,889                   -

PROPERTY AND EQUIPMENT, net of accumulated depreciation                          1,448,093           1,637,595
                                                                          -----------------    ----------------
                                                                               $ 5,183,454         $ 1,747,487
                                                                          =================    ================

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                            $ 441,704           $ 280,991
Revenue billed in advance                                                           53,340              51,125
Franchise fees payable                                                              34,393              96,787
Customer deposits                                                                    5,200               5,200
                                                                          -----------------    ----------------
TOTAL CURRENT LIABILITIES                                                          534,637             434,103
                                                                          -----------------    ----------------

COMMITMENTS (Note 8)

SHAREHOLDERS' EQUITY
Preferred stock, $1 par value; 5,000,000 shares authorized,                              -                   -
none issued
Common stock, $.025 par value; 900,000,000 shares
authorized, 25,296,265 and 19,048,521 shares issued
and outstanding as of December 31, 2000 and 1999                                   632,407             476,213
Additional paid-in capital                                                       7,237,542           1,573,314
Accumulated deficit                                                             (2,867,865)           (736,143)
Less: common shares in treasury, at cost;
290,600 shares in 2000 and none in 1999                                           (353,267)                  -
                                                                          -----------------    ----------------
TOTAL SHAREHOLDERS' EQUITY                                                       4,648,817           1,313,384
                                                                          -----------------    ----------------
                                                                               $ 5,183,454         $ 1,747,487
                                                                          =================    ================
</TABLE>

           See accompanying Notes to Consolidated Financial Statements

                                      F-2
<PAGE>
                  LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                             2000                  1999
                                                                       ------------------    ------------------
<S>                                                                            <C>                   <C>
REVENUES                                                                       $ 673,589             $ 674,804
                                                                       ------------------    ------------------

EXPENSES
Programming content                                                              281,931               182,517
Cable operating                                                                  289,535               125,563
General and administrative                                                       768,524               473,318
Non-cash compensation expense                                                  1,119,210                89,000
Depreciation                                                                     240,000               240,000
Amortization of deferred investment banking services                             106,111                     -
Other expense                                                                          -                12,729
                                                                       ------------------    ------------------
TOTAL EXPENSES                                                                 2,805,311             1,123,127
                                                                       ------------------    ------------------
NET LOSS                                                                     $(2,131,722)           $ (448,323)
                                                                       ==================    ==================

WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                                                21,601,201            19,048,521
                                                                       ==================    ==================
BASIC LOSS PER SHARE                                                             $ (0.10)              $ (0.02)
                                                                       ==================    ==================
</TABLE>

           See accompanying Notes to Consolidated Financial Statements

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                            LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                               YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                           Common Stock                         Treasury Stock
                                                   -------------------------   Additional      ------------   Accumulated
                                                     Shares      Par Value    Paid in Capital    Amount        Deficit      Total
                                                   ------------  -----------  ---------------- -----------  ------------ -----------
<S>              <C>                               <C>            <C>             <C>           <C>          <C>         <C>
Balance, January 1, 1999                           19,048,521     $476,213        $ 1,465,967   $     -      $ (287,820) $1,654,360

Contribution from shareholder                                                          18,347                                18,347

Net loss                                                                                                       (359,323)   (359,323)
                                                   ------------  ----------  ----------------- -----------  ------------  ----------
Balance, December 31, 1999, as previously reported  19,048,521     476,213          1,484,314         -        (647,143)  1,313,384

Prior period adjustment related to accrual of
consulting fees in connection with the Merger                                          89,000                   (89,000)          -
                                                   ------------  ----------  ----------------- -----------  ------------  ----------
Balance, December 31, 1999, restated                19,048,521     476,213          1,573,314         -        (736,143)  1,313,384

Net proceeds from sale of common stock               5,339,744     133,494          3,803,718                             3,937,212

Warrants issued for commission in
connection with sale of common stock                                                2,247,000                             2,247,000

Write-off of additional paid-in capital in
connection with sale of common stock                                               (2,247,000)                           (2,247,000)

Fair value of shares issued in
liquidation of accrued consulting fees                 890,000      22,250            941,650                               963,900

Common stock issued for consulting services             18,000         450             22,410                                22,860

Fair value of stock transferred by
shareholder for investment banking services                                           126,000                               126,000

Warrants issued for consulting services                                                 6,450                                 6,450

Warrants issued for investment banking services                                       764,000                               764,000

Purchase of treasury stock                                                                       (353,267)                 (353,267)

Net loss                                                                                                     (2,131,722) (2,131,722)
                                                   ------------  ----------  ----------------- -----------  ------------  ----------
Balance, December 31, 2000                          25,296,265    $632,407        $ 7,237,542  $ (353,267)  $(2,867,865) $4,648,817
                                                   ============  ==========  ================= ===========  ============  ==========

                                     See accompanying Notes to Consolidated Financial Statements
</TABLE>
                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                   LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                                  2000                1999
                                                                            -----------------   -----------------
<S>                    <C>                                                       <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss, restated for 1999                                                      $(2,131,722)         $ (448,323)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation                                                                         240,000             240,000
Amortization of deferred investment banking services                                 106,111                   -
Fair value of common stock issued to non-employees
for services                                                                       1,112,760              89,000
Fair value of warrants issued to non-employees for services                            6,450                   -
Changes in operating assets and liabilities:
Accounts receivable                                                                   20,605             (22,293)
Accounts payable and accrued expenses                                                160,713              74,264
Supplies                                                                              (3,994)                 34
Prepaid expenses                                                                     (98,033)                  -
Revenue billed in advance                                                              2,215              (1,036)
Franchise fee payable                                                                (62,394)             54,787
                                                                            -----------------   -----------------
NET CASH USED IN OPERATING ACTIVITIES                                               (647,289)            (13,567)
                                                                            -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                                   (50,498)                  -
Non-interest bearing loans receivable                                               (836,287)                  -
                                                                            -----------------   -----------------
NET CASH USED IN INVESTING ACTIVITIES                                               (886,785)                  -
                                                                            -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock                                                    3,937,212                   -
Purchase of treasury stock                                                          (353,267)                  -
Contribution from shareholder                                                              -              18,347
                                                                            -----------------   -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                          3,583,945              18,347
                                                                            -----------------   -----------------

NET INCREASE IN CASH                                                               2,049,871               4,780
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD                                          9,438               4,658
                                                                            -----------------   -----------------
CASH AND CASH EQUIVALENT, END OF PERIOD                                          $ 2,059,309             $ 9,438
                                                                            =================   =================

SUPPLEMENTAL SCHEDULE OF
NONCASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for services                                                 $ 1,119,210            $ 89,000
                                                                            =================   =================
Warrants issued for services                                                       $ 764,000                 $ -
                                                                            =================   =================
Warrants issued for commision in
connection with sale of commmon stock                                            $ 2,247,000                 $ -
                                                                            =================   =================

                            See accompanying Notes to Consolidated Financial Statements
</TABLE>
                                                        F-5
<PAGE>


                  LAS AMERCAS BROADBAND, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Las Americas Broadband,  Inc. (the "Company") was incorporated under the laws of
the state of  Colorado on June 8, 1991,  under the name  InfoAmerica,  Inc.  The
Company changed its name to Las Americas  Broadband,  Inc. effective February 9,
2001.

The Company,  through its wholly-owned  subsidiary DDD  Cablevision,  Inc. d/b/a
Country Cable, operates a cable and satellite television network in Kern County,
California.   Country  Cable  serves   approximately   2,000  cable   television
subscribers in the unincorporated areas of Kern County. The Company was issued a
fifteen (15) year Cable Television  Franchise License in 1991 by Kern County. To
date,  the Company has installed  approximately  175 miles of coaxial and feeder
cable  throughout  the Kern County area. The Company  transmits its  programming
with a spectrum energy of 450 megahertz (MHz).

On June 8, 1999, the transactions  contemplated by the Merger Agreement and Plan
of   Reorganization   (the   "Merger   Agreement")   among  the   Company,   RWC
Communications,  Inc., a California  corporation,  ("RWC"),  D&K Communications,
Inc.,  a California  corporation,  ("D&K") and DL Hawk  Communications,  Inc., a
California  corporation,  ("DL",  together  with  RWC  and  D&K,  the  "Acquiree
Corporations");  Richard W. Clark  ("Clark")  and  Richard  Lubic  ("Lubic"  and
together  with  Clark,  the  "Sellers");   and  Paul  Knight  and  Larry  Salmen
(collectively,  the "Buyers"), were consummated.  Clark and Lubic are the owners
of all of the issued and  outstanding  common stock of RWC, D&K and DL. RWC, D&K
and DL constitute and operate DDD Cablevision,  Ltd., a California  partnership,
which  operates  a  cable  television  system  in  Tehachapi,   California.   In
preparation  for the  transactions  contemplated  in the Merger  Agreement,  the
Company established three separate California  corporations,  each of which is a
wholly owned  subsidiary  and known as "IFOA-RWC,  Inc.",  "IFOA-D&K,  Inc." and
"IFOA-DL, Inc." (collectively referred to as the "Merger Subsidiaries").

Pursuant to the Merger Agreement,  on June 8, 1999, among other things,  (a) RWC
merged with and into  IFOA-RWC,  Inc.,  (b) D&K merged  with and into  IFOA-D&K,
Inc.,  (c) DL merged  with and into  IFOA-DL,  Inc.  (collectively,  the "Merger
Transactions"),  and (d) as a result of the Merger  Transactions,  the  Company,
through the Merger Subsidiaries,  acquired ownership and control of the Acquiree
Corporations  and in exchange  therefore,  the Company  issued to the Sellers an
aggregate of 13,834,000 unregistered "restricted" shares (the "Acquiror Shares")
of the Company's  common stock,  par value $.025 per share (the "Common Stock").
The Acquiror Shares issued by the Company and acquired by the Sellers  represent
approximately  72.6% of the Company's total issued and outstanding  Common Stock
and  accordingly  such  acquisition  was deemed to be a change in control of the
Company.

                                      F-6
<PAGE>

For accounting  purposes,  the transaction has been treated as an acquisition of
Las Americas  Broadband,  Inc. by DDD Cablevision Ltd. and as a recapitalization
of DDD  Cablevision  Ltd.  The  historical  financial  statements  prior  to the
acquisition become those of DDD Cablevision Ltd. even though they are labeled as
those  of Las  Americas  Broadband,  Inc.  In the  recapitalization,  historical
partners' equity of DDD Cablevision  Ltd. prior to the merger was  retroactively
restated  for the  equivalent  number of shares  received  in the merger with an
offset to  paid-in  capital.  Operations  prior to the  merger  are those of DDD
Cablevision  Ltd.  Basic  loss per share  prior to the merger  are  restated  to
reflect the number of equivalent  shares received by partners of DDD Cablevision
Ltd. Upon  consummation  of the merger,  DDD  Cablevision  Ltd.  incorporated to
became DDD Cablevision, Inc.

Contemporaneous  with the Closing,  the  Company's  newly  constituted  board of
directors  approved  the  issuance to certain  shareholders  of the Company (the
"Restricted  Shareholders")  of  shares  of  common  stock of the  Company  (the
"Restricted  Shares") as payment for  financial  consulting  and other  services
rendered or to be rendered to the  Company by the  Restricted  Shareholders,  in
consideration for their receipt of the Restricted Shares,  entered into a Voting
and Shareholders  Agreement (the "Shareholders  Agreement")  whereby each of the
Restricted  Shareholders,  simultaneously with the execution and delivery of the
Shareholders  Agreement  agreed to transfer  one-third  (1/3) of such Restricted
Shareholders'  Restricted Shares to a voting trust (the "Voting Trust") of which
Richard Clark,  the major  shareholder  of the Company,  would become the voting
trustee ("Trustee"), and the Restricted shares were to be held by Clark pursuant
to the terms of a voting trust agreement (the "Voting Trust Agreement").

The terms of the  Shareholders  Agreement  provide  that the  Restricted  Shares
transferred to the Voting Trust by the Restricted  Shareholders may not be sold,
assigned, transferred,  pledged, hypothecated or otherwise disposed of until the
first to occur of: (i) two years from the  Closing;  or (ii) the  occurrence  of
both of the  following:  (a) the Company,  through the efforts of the Restricted
Shareholders,  shall have raised not less than  $3,000,000 in gross  proceeds by
means of financings of debt or equity securities or a combination thereof within
the two year period from the date of the Closing;  and (b) the closing bid price
of the Common Stock on NASDAQ SmallCap market (or such other market on which the
Common Stock is regularly traded) for the fifteen (15) consecutive  trading days
prior to the date of a proposed  "prohibited  transfer"  shall  have  equaled or
exceeded   $3.00  per  share  (on  a  contemplated   post  closing   one-for-two
reverse-split  basis).  Concurrently  with the  execution  and  delivery  of the
Shareholders  Agreement,  the  Restricted  Shareholders,  Clark and the  Company
entered  into the Voting  Trust  Agreement.  Under the terms of the Voting Trust
Agreement,  the  Restricted  Shareholders  were  to  deposit  with  the  Trustee
certificates   representing   the   Restricted   Shares   (the   "Voting   Trust
Certificates").  However,  as of the date  hereof the  Company has only issued a
total of 890,000  Restricted Shares to two of the Restricted  Shareholders,  and
none of such shares has been transferred to the Voting Trust.

                                      F-7
<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES

Use of estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management  to make  estimates  and  assumptions  that affect  certain
reported amounts of assets and liabilities and disclosures of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenues  and  expenses  during the  reporting  period.  Accordingly,  actual
results could differ from those estimates.

Supplies - Supplies,  which consists of connectors,  wire,  converter  boxes and
others are stated at the lower of cost (average method) or market.

Property and equipment - Property and equipment are stated at cost. Depreciation
is computed  using the  straight-line  method  over  estimated  useful  lives as
follows:

         Cable system                        15 years
         Vehicles and computers               7 years
         Other                                5 years

The cable system is depreciated using a composite  method;  therefore no gain or
loss  is  recognized  on the  disposition  of  components  of the  property  and
equipment.

Replacements,  renewals and improvements are capitalized.  Costs for repairs and
maintenance are charged directly to expense when incurred.

Property and equipment are reviewed for impairment whenever events or changes in
circumstances  indicate  that the  carrying  amount may not be  recoverable.  An
impairment loss should be recognized when the aggregate of estimated future cash
inflows  (less  estimated  future cash  outflows) to be generated by an asset is
less than the asset's carrying value. Future cash inflows include an estimate of
the  proceeds  from  eventual  disposition.  For  purposes  of this  comparison,
estimated future cash flows are determined without reference to their discounted
present value. If the sum of undiscounted estimated future cash inflows is equal
to or greater than the asset's  carrying value,  impairment does not exist.  If,
however,  expected  future cash inflows are less than carrying  value, a loss on
impairment  should be  recorded.  Such a loss is  measured  as the excess of the
asset's carrying value over its fair value. Fair value of an asset is the amount
at which an asset  could be bought or sold in a  current  transaction  between a
willing buyer and seller other than in a forced or liquidation sale. The Company
measures  an  impairment  loss by  comparing  the fair value of the asset to its
carrying  amount.  Fair value of an asset is  calculated as the present value of
expected future cash flows.

Fair  value of  financial  instruments  - The  Company's  financial  instruments
consist of cash, receivables,  payables, and accrued expenses. The fair value of
the Company's  financial  instruments  approximately  the carrying  value of the
instruments.

Revenue  recognition - Revenue is recognized in the period the related  services
are provided to the subscribers.

                                      F-8
<PAGE>

Income taxes - The Company  utilizes the asset and  liability  method for income
taxes. Under this method, deferred tax assets and liabilities are recognized for
the future tax  consequences  attributable to differences  between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective tax bases and operating loss and tax credit  carryforwards.  Deferred
tax assets and  liabilities  are measured  using  enacted tax rates  expected to
apply to taxable income in the years in which those  temporary  differences  are
expected  to be  recovered  or settled.  The effect on  deferred  tax assets and
liabilities  of a change in tax rates is recognized in income in the period that
includes the  enactment  date. In assessing  the  realizability  of deferred tax
assets,  the  Company  considers  whether it is more  likely  than not that some
portion or all of the deferred tax assets will not be realized.

Segment  Information  - The Company  adopted  Statement of Financial  Accounting
Standards No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information",  ("SFAS No. 131") issued by the FASB.  SFAS No. 131 requires  that
public companies report certain information about operating segments,  products,
services and geographical areas in which they operate and their major customers.

The Company operates in one segment.

3. NON-INTEREST BEARING LOANS RECEIVABLE

Non-interest  bearing loans receivable  consists of $110,000 in advances made by
the Company to Technical Services Broadband,  Inc. (see Note 12) and $726,287 in
advances made by the Company to Cable California S.A. de C.V. (see Note 4).

4. CABLE CALIFORNIA S.A. de C.V.

The Company and Cable  California  S.A. de C.V., an entity  organized  under the
United Mexican States ("Cable  California"),  have agreed upon the terms for the
Company  to  acquire  shares  of  capital  stock of Cable  California.  Upon the
execution   of  an   agreement   setting   forth  the  agreed  upon   terms,   a
recapitalization  of Cable California will take place,  whereby Cable California
will be owned  forty-nine  percent  (49%) by the Company and  fifty-one  percent
(51%) by a Mexican holding company (the "Mexican Holding Company").  The Mexican
Holding  Company will be owned  forty-nine  percent  (49%) by the  Company,  two
percent  by a  Mexican  individual,  and  forty-nine  percent  (49%)  by  Carlos
Bustamante,  Sr., the current  majority  shareholder  of Cable  California.  The
agreement  with Cable  California  also provides that upon  consummation  of the
transaction  certain  indebtedness  of Cable  California  will be  converted  to
non-voting  capital shares of Cable California.  Consummation of the transaction
with Cable  California  is  subject to  completion  of final  documentation  and
approval by the  Secretary  of  Communications  and  Transportation  and Federal
Communications  Commission of Mexico (the  "Commission").  The Company and Cable
California  are in the process of making the  application  to the Commission for
approval. Cable California has a 30 year advanced  telecommunications  broadband
concession  from the Mexican  government  to construct  and operate one of Latin
America's  largest  fibre-optic  networks.  This  is a  750-MHz

                                      F-9
<PAGE>

network, which provides high-speed Internet,  telephony,  data and multi-channel
cable televisions to residents and businesses.  The concession  granted to Cable
California permits the network to operate in the cities of Tijuana and Mexicali,
Mexico.

5. DEFERRED INVESTMENT BANKING SERVICES

In  July  2000,   the  Company   entered  into  a  three-year   agreement   with
Hampton-Porter,  Investment  Bankers,  a  California  LLC,  ("Hampton")  whereby
Hampton will provide investment banking services to the Company (the "Investment
Banking Agreement"). In consideration, the Company issued to Hampton warrants to
purchase 600,000 shares of the Company's  common stock in 200,000  increments at
prices of $2.50,  $3.50 and $4.50,  respectively.  The value of the warrants was
determined to be $764,000  using the  Black-Sholes  option-pricing  model.  This
amount was capitalized as deferred  investment  banking services to be amortized
over the three-year term of the Investment  Banking  Agreement.  At December 31,
2000, the unamortized  portion of the capitalized  deferred  investment  banking
services was $657,889.

6. PROPERTY AND EQUIPMENT

Property  and  equipment  as of  December  31,  2000 and 1999  consisted  of the
following:

                                              2000              1999
                                        --------------    --------------
         Cable system                   $ 3,546,400       $ 3,517,776
         Computer                            77,120            75,246
         Vehicles                            86,989            66,989
                                        --------------    --------------
         Total                            3,710,509         3,660,011

         Accumulated depreciation         2,262,416         2,022,416
                                        --------------    --------------
         Net                            $ 1,448,093       $ 1,637,595
                                        ==============    ==============


7. BUSINESS AND CREDIT CONCENTRATIONS

Concentration  of credit risk with respect to accounts  receivable are mitigated
in part due the large number of customers  to which the  Company's  services are
sold.  No single  customer  accounted for more 10% of the total sales in 2000 or
1999.

At  December  31,  2000,  the  Company  had cash of  $2,060,661  in one  banking
institution. This amount exceeded the FDIC limit of $100,000.

The Company  operates in a geographic area which has one  significant  employer.
The loss of this employer from this area will significantly impact the Company's
operations.

                                      F-10
<PAGE>

The success of the Company is largely  dependent on Richard Lubic, the Company's
President and CEO. The loss of Mr. Lubic's  services will  significantly  impact
the Company's operations.

8. COMMITMENTS

Leases - The Company leases the head-end,  tower,  and microwave  receiver sites
under  short-term  operating lease  agreements.  Total rent expense for the site
rentals amounted to $16,913 and $18,121 in 2000 and 1999 respectively.

The Company leases computers,  automotive  equipment,  and office building under
operating  lease expiring at various dates through 2005.  Minimum lease payments
under such leases are as follows:

               Year Ending December 31,             Amount
               ------------------------             ------
                        2001                     $ 115,287
                        2002                       103,090
                        2003                        80,774
                        2004                        44,968
                        2005                        19,560
                    -----------                  ---------
                        Total                    $ 363,679
                                                 =========

Total lease expense for computers,  automotive  equipment,  and office  building
amounted to $47,205 and $55,719 in 2000 and 1999, respectively.

Franchise agreement - On August 1990, the Company obtained a CATV franchise from
Kern  County.  The  franchise  terminates  on  September  30, 2005 however it is
renewable for an additional  15-year term. In relation to this  franchise,  Kern
County requires the Company to remit 5% of service  revenues within three months
after the  year-end.  The franchise fee accrued as of December 31, 2000 and 1999
were $34,393 and $96,787,  respectively. The franchise fee paid in 2000 and 1999
were $84,618 and $54,787, respectively.

9. RELATED PARTY TRANSACTIONS

A major shareholder  provides  management  services to the Company.  In 2000 and
1999, the charges for such management services amounted to $180,000 and $50,500,
respectively.

10. INCOME TAXES

Income and losses prior to the Merger on June 8, 1999 were passed through to the
partners  of  DDD  Cablevision,  Ltd.  Upon  consummation  of  the  merger,  DDD
Cablevision Ltd.  incorporated to became DDD  Cablevision,  Inc. At December 31,
2000,  the Company had net operating loss  carryforwards  for Federal Income Tax
purposes approximately

                                      F-11
<PAGE>

$2,000,000,  which will expire in 2020.  The net operating loss for State Income
Tax purposes will expire in 2010. The Company had provided 100% allowance on all
of its deferred income taxes benefits.

11. SHAREHOLDERS' EQUITY

In March 2000, the Company  received net proceeds of $1,237,346 from the private
placement  of  2,750,000  restricted  shares of the  Company's  $0.025 par value
common stock at $0.50 per share.

In July 2000, the Company  received net proceeds of $2,249,886  from the private
placement  of  1,923,077  restricted  shares of the  Company's  $0.025 par value
common stock at $1.30 per share.

In October 2000, the Company received  proceeds of  approximately  $449,980 from
the private  placement of 666,667  restricted shares of the Company's $0.025 par
value common stock at $0.75 per share.

In July 2000, the Company  issued  450,000 shares of the Company's  common stock
for consulting  services  rendered in connection  with the Merger.  These shares
were valued at $0.91 per share.

In August 2000, the Company issued 440,000 shares of the Company's  common stock
for consulting  services  rendered in connection  with the Merger.  These shares
were valued at $1.17 per share.

In September  2000,  the Company  issued 18,000  shares of the Company's  common
stock for consulting  services  rendered.  These shares were valued at $1.27 per
share.

In August 2000, a shareholder of the Company  transferred  100,000 shares of the
Company's common stock to one of the Company's investment bankers for investment
banking services.  The fair market value of these shares on this transaction was
$1.26 per share.  During  fiscal  year ended  December  31,  2000,  the  Company
recognized  $126,000  costs related to this  transaction,  which were charged to
operations.

On July 1, 2000,  warrants to purchase  800,000  shares of the Company's  common
stock were issued in  connection  with capital  raising  activity of the Company
during the first two quarters of 2000. The exercise prices of these warrants are
as follows:

         300,000 shares at $0.50 per share
         100,000 shares at $0.02 per share
         150,000 shares at $2.00 per share
         150,000 shares at $2.00 per share
          75,000 shares at $2.00 per share
          25,000 shares at $2.00 per share

                                      F-12
<PAGE>

These warrants have an exercise period of three years from the date of issue.

On November 1, 2000, warrants to purchase 100,000 shares of the Company's common
stock were issued in connection with capital raising activity the Company during
the first three  quarters of 2000. The exercise price of these warrants is $0.02
per share.

On July 1, 2000, warrants to purchase 5,000 shares of the Company's common stock
were issued as  consideration  for consulting  services  rendered.  The exercise
price of these  warrants  is $0.50 per share  and the  exercise  period is three
years from the date of issue.  During fiscal year ended  December 31, 2000,  the
Company recognized $6,450 costs related to this transaction,  which were charged
to operations.

On August 1, 2000,  warrants to purchase  600,000 shares of the Company's common
stock were issued in connection with prospective  investment banking services to
be  rendered  to the  Company.  The  exercise  prices of these  warrants  are as
follows:

         200,000  shares at $2.50 per share
         200,000  shares at $3.50 per share
         200,000  shares at $4.50 per share

The exercise  period for each of these warrants are three years from the date of
issue.  During  fiscal year ended  December  31,  2000,  the Company  recognized
$106,111 of such costs, which were charged to operations.

The Company  accounts for stock options and warrants granted to non-employees in
accordance with Statement of Financial Accounting Standards No. 123, "Accounting
for  Stock-Based  Compensation",  which  establishes  a  fair  value  method  of
accounting  for stock  based  compensation  plans for  transactions  in which an
entity  acquires  goods or  services  in exchange  for equity  instruments.  The
Company  calculates  the fair value of the stock options and warrants  issued on
the date of grant using the Black-Sholes  option-pricing  model, and charges the
fair value to operations over the expected period of benefit.  The fair value of
the warrants granted during fiscal year ended December 31, 2000 range from $1.22
to $1.35 on the date of grant using Black-Sholes  option-pricing  model with the
following  assumptions:  dividend yield of 0%,  volatility of 196.4%,  risk-free
interest rate of 6%, and an expected life of 3 years.

The following table summarizes  information concerning all currently outstanding
and exercisable warrants as of December 31, 2000:

                Warrants outstanding                  Warrants exercisable
-----------------------------------------------    --------------------------
                                 Remaining
     Exercis     Number         Contractual                 Number
      prices  outstanding      life (years)               exercisable
-----------------------------------------------    --------------------------
 $     0.50        300,000            2.50                      300,000
       2.00        150,000            2.50                      150,000
       2.00        150,000            2.50                      150,000

                                      F-13
<PAGE>

       2.00         25,000            2.50                       25,000
       0.50          5,000            2.50                        5,000
       2.00         75,000            2.50                       75,000
       2.50        200,000            2.42                      200,000
       3.50        200,000            2.42                      200,000
       4.50        200,000            2.42                      200,000
       0.02        800,000            9.58                      800,000
       0.02        100,000            2.50                      100,000
       0.02        100,000            2.83                      100,000
            ------------------                       --------------------------
                 2,305,000                                    2,305,000
            ==================                       ==========================

In October  2000,  the Board of  Directors  of the Company  authorized,  and the
Company  currently  participates  in, a stock buyback  program (the  "Program").
Pursuant to the  Program,  the Company  may,  from time to time,  purchase up to
1,000,000 shares of its Common Stock in the open market.

12.      SUBSEQUENT EVENTS

On January 2, 2001,  the  Company  completed a merger  with  Technical  Services
Broadband Inc. ("TSBI") pursuant to which the Company's wholly-owned subsidiary,
IFOA Acquisition Corp., a California  corporation ("IFOA  Acquisition"),  merged
with and into TSBI and TSBI was the surviving  entity in the merger.  The merger
was  consummated  pursuant  to an  Agreement  and  Plan of  Merger,  dated as of
December 19,  2000,  by and among the Company,  IFOA  Acquisition,  TSBI and the
shareholders of TSBI. The purchase price was $110,000 in cash and 125,000 shares
of the Company's common stock.

On January 1, 2001, Joseph Trahan,  the President of TSBI, entered into a 5-year
employment agreement with the Company, which, among other things,  precludes Mr.
Trahan  from  competing  with the  Company  for a period  of one year  following
termination  of his  employment.  For his  services,  Mr.  Trahan will receive a
salary of  $225,000  per annum and  options to  purchase  100,000  shares of the
Company's common stock during each year of his employment.

During  the first  quarter  of 2001,  the  Company is  focusing  its  efforts to
construct a cable system in Tijuana,  Mexico.  The Company contracted with Cable
California  S.A. de C.V.,  which is in the  application  process  for  obtaining
future operating rights in that market. Concurrently,  TSBI is in the process of
winding down its existing  projects to  concentrate  on  constructing  the cable
system in Mexico. As a result of TSBI refocusing its resources to completing the
projects of the Company, TSBI has significantly reduced its workforce.

13. RESTATEMENTS

The accompanying  financial statements for the year ended December 31, 1999 have
been  restated  to correct an error.  Expenses  related to  consulting  services
rendered in  connection  with the Merger in 1999 were not accrued as of December
31, 1999. In 2000,

                                      F-14
<PAGE>

the Company issued 890,000 shares of the Company's common stock in consideration
for those  services.  The fair value of the  issuance of common stock in 2000 is
net of the accrual  charged to operations of 1999. The effect of the restatement
increased net loss for the year ended December 31, 1999 by $89,000.

14. PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma condensed financial  statements give effect to
the  acquisition  by Las  Americas  Broadband,  Inc.  of 100% of the  issued and
outstanding  shares of common stock of Technical Services Broadband Inc. and are
based on the  estimates and  assumptions  set forth herein and in Note 12 of the
Notes to Consolidated Financial Statements.  This pro forma information has been
prepared using the historical financial statements of each entity. The pro forma
financial data is provided for comparative purposes only and does not purport to
be  indicative  of the results  which  actually  would have been obtained if the
acquisition  had been effected on the date  indicated or those results which may
be obtained in the future.

The transactions were accounted for under the purchase method of accounting. The
pro forma  adjustments  are described  below.  The Unaudited Pro Forma Condensed
Balance Sheet assumes that the acquisition was consummated on December 31, 2000.
The  Unaudited  Pro Forma  Condensed  Statement of  Operations  assumes that the
acquisition was consummated on January 1, 2000.
<TABLE>
<CAPTION>
                      LAS AMERICAS BROADBAND, INC. AND TECHNICAL SERVICES BROADBAND INC.
                                 UNAUDITED PRO FORMA CONDENSED BALANCE SHEETS

                                     Las Americas    Technical Services
                                   Broadband, Inc.     Broadband Inc.        Pro Forma     Pro Forma
                                  December 31, 2000  December 31, 2000      Adjustments    Combined
                                  -----------------  -----------------      ----------- ------------
                                                                          (unaudited)   (unaudited)
<S>                                 <C>                <C>                             <C>
Assets

Current Assets:
 Cash and cash equivalents          $  2,059,309       $   20,887                      $  2,080,196
 Accounts receivable, net                 48,849          456,063                           504,912
 Supplies                                 34,994          -                                  34,994
 Other current assets                     98,033           30,916                           128,949
                                    ------------    --------------         ----------- ------------
            Total Current Assets       2,241,185          507,866                         2,749,051

Non-interest bearing loans receivable    836,287             -                              836,287
Deferred investment banking services     657,889             -                              657,889
Goodwill                                     -               -                176,661       176,661
Property and equipment, net            1,448,093           67,136                         1,515,229
                                    ------------    --------------         ----------- ------------
Total Assets                        $  5,183,454       $  575,002          $  176,661  $  5,935,117
                                    ============    ==============         =========== ============

Liabilities and Shareholders' Equity

Current Liabilities:
 Accounts payable and accrued expenses  $441,704       $   47,671                      $    489,375
 Revenue billed in advance                53,340             -                               53,340
 Notes payable                               -              8,438                             8,438

                                      F-15
<PAGE>

 Due to related party                        -              5,000              135,000      140,000
 Short-term loan                             -            166,700                           166,700
 Short-term related party loan               -            110,000                           110,000
 Franchise fees payable                   34,393             -                               34,393
 Customer deposits                         5,200             -                                5,200
                                    ------------    --------------         ----------- ------------
            Total current liabilities    534,637          337,809              135,000    1,007,446

Notes payable, net of current portion        -             28,854                            28,854
Common stock                             632,407                                 3,125      635,532
Additional paid in capital             7,237,542           25,000              221,875    7,484,417
Retained earnings (accumulated
deficit)                              (2,867,865)         183,339             (183,339)  (2,867,865)
Treasury stock                         (353,267)             -                             (353,267)
                                    ------------    --------------         ----------- ------------
Total Liabilities and Shareholders'  $ 5,183,454       $  575,002           $  176,661  $ 5,935,117
                                    ============    ==============         =========== ============


                      LAS AMERICAS BROADBAND, INC. AND TECHNICAL SERVICES BROADBAND INC.
                            UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

                                          Las Americas        Technical Services
                                          Broadband, Inc.        Broadband Inc.                      Combined
                                             Year Ended            Year Ended         Pro Forma      Pro Forma
                                         December 31, 2000     December 31, 2000     Adjustments     Totals
                                       ------------------------------------------------------------------------
                                                                                     (unaudited)   (unaudited)
Revenues                                  $   673,589           $ 1,720,929                        $ 2,394,518
Expenses:
 Cost of sales                                    -                 797,924                            797,924
 Programming content                          281,931                    -                             281,931
 Cable operating                              289,535                    -                             289,535
 General and administrative                   768,524               674,116                          1,442,640
 Amortization of goodwill                         -                      -              17,666          17,666
 Non-cash compensation expense              1,119,210                    -
 Depreciation                                 180,000                 2,970                 -          182,970
 Amortization of deferred                     240,000                    -
     investment banking services              106,111                    -
 Other expense                                    -                  40,130                 -           40,130
                                       --------------       ---------------      -------------     ------------
            Total Expenses                  2,985,311             1,515,140             17,666       3,052,796
                                       --------------       ---------------      -------------     ------------
Income (loss) from operations              (2,311,722)              205,789            (17,666)       (658,278)
                                       --------------       ---------------      -------------     ------------
Net income (loss)                      $   (2,311,722)          $   205,789         $  (17,666)    $  (658,278)
                                       ==============       ===============      =============     ============
</TABLE>

On January 2, 2001,  the Company  completed a merger ( the  "Merger")  with TSBI
pursuant to which the Company's wholly-owned subsidiary, IFOA Acquisition Corp.,
a California  corporation  ("IFOA  Acquisition"),  merged with and into TSBI and
TSBI was the surviving entity in the merger. The Merger was consummated pursuant
to an Agreement and Plan of Merger,  dated as of December 19, 2000, by and among
the  Company,  IFOA  Acquisition,   TSBI  and  the  shareholders  of  TSBI  (the
"Agreement").  On January 2, 2001, the  shareholders  of TSBI became entitled to
receive, as consideration under the Agreement,  $575,000 (the "Original Purchase
Price"),  payable in a  combination  of cash and  shares of common  stock of the
Company, par value $.025 per share

                                      F-16
<PAGE>

("Common Stock").  The Original Purchase Price was calculated by multiplying the
projected cash flow of TSBI for the year ended December 31, 2000 (the "Projected
Cash Flow") by two, and then  deducting  $25,000 as payment in full for previous
advances made to TSBI by the Company.  Such Original Purchase Price consisted of
(i) cash in the  aggregate  amount of  $110,000  (the "Cash  Portion")  and (ii)
232,500 shares of Common Stock valued at $2.00 per share.

Pursuant to a modification letter agreement dated February 27, 2001, the Company
and the  shareholders  of TSBI  agreed  that,  notwithstanding  anything  to the
contrary  contained  in the  Agreement,  the  Original  Purchase  Price would be
adjusted and that the final Purchase Price would consist of (i) the Cash Portion
and (ii) 125,000 shares of Common Stock value at $2.00 per share.

                                      F-17
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  April 17, 2001
<TABLE>
<CAPTION>

                                        LAS AMERICAS BROADBAND, INC.


                                        By: /s/ Richard G. Lubic
                                            -----------------------------------
                                            Name:  Richard G. Lubic
                                            Title: President and Chief Executive
                                                                        Officer

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

              SIGNATURES                                 TITLE                                  DATE

<S>                                             <C>                                     <C>
/s/ Richard W. Clark
----------------------------------------         Chairman of the Board                     April 17, 2001
Richard W. Clark


/s/ Richard G. Lubic
----------------------------------------        President and Chief                        April 17, 2001
Richard G. Lubic                                Executive Officer


/s/ Martin Eric Weisberg
----------------------------------------        Secretary                                  April 17, 2001
Martin Eric Weisberg
</TABLE>



                                       16
<PAGE>


                                  EXHIBIT INDEX

Exhibit
-------
Number            Description
------            -----------

99.1              Press Release



                                       17