<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                    For the fiscal year ended  March 31, 2001
                                              ----------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from                 to
                                        ---------------    -------------

                        Commission File Number: 0-29275


                         EAGLETECH COMMUNICATIONS, INC.
                         ------------------------------
                 (Name of Small Business Issuer in its charter)

          Nevada                                         13-4020694
          ------                                         ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

305 South Andrews Avenue, Fort Lauderdale, Florida            33301
--------------------------------------------------           --------
 (Address of principal executive offices)                   (Zip code)

Issuer's telephone number: (954) 462-1494
                          ----------------

Securities registered under Section 12(b) of the Act:

<TABLE>
<CAPTION>
TITLE OF CLASS                      NAME OF EACH EXCHANGE ON WHICH REGISTERED
<S>                                 <C>
None
</TABLE>

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

                         Common Stock ($.0001 Par Value)
                         -------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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. [X] Yes [ ] No.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation


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S-B is not 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. [X]

State issuer's revenues for its most recent fiscal year. $2,049

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by references to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.

Aggregate Market Value of Common Stock held by Non-Affiliates: $266,000 as of
7-31-01.


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 10,351,018 shares of common stock


                       DOCUMENTS INCORPORATED BY REFERENCE

None


Transitional Small Business Disclosure Format (Check One): Yes      No  X
                                                               ---     ---


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                                TABLE OF CONTENTS

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                                                                             Page
<S>                                                                          <C>
                                     PART I

Item 1.  Description of Business                                               1

Item 2.  Description of Property                                              11

Item 3.  Legal Proceedings                                                    11

Item 4.  Submission of Matters to a Vote of Security Holders                  11

                                     PART II

Item 5.  Market for Common Equities and Related Stockholder Matters           12

Item 6.  Plan of Operation                                                    13

Item 7.  Financial Statements                                                 20

Item 8.  Changes in and Disagreements with Accountants                        20

                                    PART III

Item 9.  Security Ownership of Certain Beneficial Owners and Management       20

Item 10. Directors, Executive Officers, Promoters and Control Persons         21

Item 11. Executive Compensation                                               22

Item 12. Certain Relationships and Related Transactions                       23

Item 13. Exhibits and Reports on Form 8-K                                     23


Index to Exhibits                                                             25

         Signatures
</TABLE>



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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         Eagletech Communications, Inc. ("Eagletech" or the "Company") is a
development stage company in the business of providing telecommunications
services to its customers. Eagletech had very limited revenues from operations
in the since inception to March 31, 2001.

         Eagletech was founded to manufacture, market and distribute unique
communications products and services. We recognized an opportunity to develop a
messaging service and a low cost call management product that could handle voice
mail, call-forwarding and call screening at a reasonable cost. Currently, many
mobile and remote professionals (i.e., professionals who do not work out of a
fixed office) have cellular telephones, pagers, portable computers, email and
corporate voice mail in order to stay in contact with co-workers and customers
when out of the office. Eagletech provides services that Eagletech believes
increase customer productivity and efficiency by making its customers more
accessible. Eagletech has begun signing up customers for "EagleOne"(TM) service
bureau services in Broward and Miami-Dade counties in Florida and has begun
marketing its service bureaus in Atlanta and Miami.

         By the end of September 2000, Eagletech finished installing the
equipment necessary to establish EagleOne(TM) service bureaus in the Atlanta,
Georgia and Charlotte, North Carolina markets. Eagletech has already purchased
the equipment necessary to service these markets with the proceeds of its
private placement that closed on May 19, 2000. Eagletech plans to greatly expand
its operations, but will need additional funding to meet this goal. Eagletech
plans to expand the EagleOne(TM) service bureau product to an additional 8 to 10
markets within the nine state BellSouth service area. Eagletech does not have
any commitments for this necessary expansion capital. Eagletech's expansion will
be limited by equipment costs and any barriers to access to a local telephone
company's central office or switching facilities. In order for Eagletech to
provide services in a particular geographic area, Eagletech must physically
connect its equipment to the local telephone service provider's central
switching equipment. Each such central office serves a defined geographic area.
Eagletech will need substantial funds to complete the regional and national
rollout of its services. See, Plan of Operations, above, page 13.

         Over the next twelve months, Eagletech intends to continue to rollout
its EagleOne(TM) service bureau product throughout the Southeastern United
States. Eagletech believes that such an expansion will require substantial
investment in equipment and administrative personnel. We will continue to
outsource marketing, technical assistance and manufacturing. Because Eagletech
has its equipment manufactured by a third party under a fixed-cost contract,
Eagletech can estimate the cost of producing new service bureaus. Eagletech must
negotiate with local telephone service providers to site equipment. Eagletech
has received Patent Number 6,058,180 from the United States Patent and Trademark
Office for its patent on its core technology that allows the use of one
telephone line for "One Number, Follow Me" service. Although Eagletech intends
to continually update and refine its products and services to increase customer
satisfaction, Eagletech does not need additional research and development to
have an operational service bureau in place.



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         Eagletech delivers an array of communications services that work with a
customer's existing communications equipment or as a stand-alone solution.
Because of the proprietary manner in which we deliver these services, Eagletech
believes we are the low cost communications service provider compared with our
competitors, based on publicly available pricing information. As described
below, under "Competition," Eagletech's patent-pending technology uses only one
telephone line and all other competitors use up to seven lines to provide the
same service. The United States Patent and Trademark Office has issued Patent
Number 6,058,180 to Eagletech on our proprietary "Automatic Person - following
Communications Systems." The Company has an additional patent approved for
issuance and further patents pending.

         Eagletech's main product is its "EagleOne"(TM) flat rate service, which
includes:

     -   "One Number-Follow Me"- Allows a caller, by dialing one number, to be
         transferred automatically to up to four telephone numbers in search of
         the caller's intended party. In this way, a caller is able to reach
         Eagletech's customer at a place of business, cellular telephone, home
         or other alternative numbers.

     -   "EagleAttendant"(TM)- Autoattendant greeting with a custom recorded
         business greeting. Even when our customer is not available,
         EagleOne(TM) answers his or her telephone in a professional manner.

     -   "EagleAnnounce"(TM) - Screens calls, when the caller announces his or
         her name, the user has the ability to take important calls and send
         others to voice mail.

     -   "EagleMail"(TM) Voice mail service--callers have the option to leave a
         detailed message of up to five minutes in length. Calls are
         automatically deleted after 30 days.

     -   "EagleMessage"(TM) - EagleMail(TM) messages are delivered within
         minutes. EagleMessage(TM) re-delivers a customer's messages until the
         customer is found. The customer specifies how often and how many times
         deliveries are attempted.

     -   "EagleWeb"(TM) -Customers can set up and make changes to transfer
         numbers, message delivery specifications and the like using the
         Internet, or when on the road, from a cellular telephone. EagleWeb(TM)
         allows the customer to have messages delivered to a customer's email
         address and heard on a multimedia computer.

     -   "EagleFax"(TM) - Stores and forwards customers' faxes to any fax
         machine. EagleFax(TM) notifies the user when he or she has received a
         fax.

         There are two distinct markets for Eagletech's products. The first is
integration of these services into a customer's existing private branch exchange
("PBX") system. A PBX is a customer-owned telecommunications exchange (an
in-house telephone system) that usually includes access to the public telephone
network. Unlike competing systems, Eagletech's services can be used with an
existing PBX-the customer does not need to scrap its existing



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telephone system. Eagletech is targeting medical, legal, accounting and real
estate professionals and general contractors for this service.

         The second market consists of mobile professionals who are not part of
a larger organization that provides these types of critical communications
services. Eagletech has developed a service bureau to provide individuals with
the full range of its services in given geographic areas.

MARKETING

         Eagletech intends to concentrate on expanding its service bureau
coverage geographically to include wider service areas, initially in the nine
state BellSouth service area and then throughout the United States. On May 25,
2000, Eagletech announced its intended expansion into the Atlanta, Georgia and
Charlotte, North Carolina metropolitan areas.

         Eagletech intends to use strategic relationships to market and sell its
products. Eagletech will manufacture and support the basic equipment necessary
for these services and provide the technical support associated with any
customized system and resolve questions raised by a service bureau customer. For
the service bureau market, Eagletech intends to build a national network of
service bureaus providing EagleOne(TM) services using local points of access,
similar to the way national Internet service providers offer Web access with
local access numbers.

         The experience in Miami-Dade and Broward Counties in South Florida,
together with the experience at corporate accounts, will be instrumental in
obtaining a strategic partner for the EagleOne(TM) product. This strategic
partner could be a retail chain that sells a significant amount of
telecommunications equipment or a partner capable of bundling this product with
their own telecommunications products. Alternatively, Eagletech can contract
with independent sales representatives on a commission only basis to market and
sell the EagleOne(TM) service bureau product to independent cellular telephone
dealers. In either event, Eagletech intends to rollout EagleOne(TM) to the major
metropolitan regions of the country, starting from its south Florida base to the
nine state BellSouth service area once it obtains sufficient funding.

         The Company has entered into agreements with a number of local
telecommunications services distributors in Broward and Miami-Dade counties and
in its Atlanta and Charlotte markets. For each customer who decides to use the
service, the dealer receives a commission together with a residual income from
the monthly revenue stream generated by the customer.

         Eagletech was incorporated as Goldplate Holdings Enterprises, Inc. in
Nevada in August 1997. In June 1999, Eagletech changed its name to Eagletech
Communications, Inc. Eagletech's corporate offices are located at 305 South
Andrews Avenue, Fort Lauderdale, Florida 33301. Eagletech's telephone number at
that location is (954) 462-1494.



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COMPETITION

         Eagletech competes with a variety of companies that provide some type
of message services. There are a number of turnkey voice mail systems available
on the market, the majority featuring expensive, high density equipment focused
on larger businesses. There are also several excellent software products on the
market; however, these products require programming experience and are aimed at
developers and not end users.

         Eagletech's competitors include voice mail service bureaus, which are
typically local paging companies that offers basic voice mail/pager notification
mailboxes at bargain prices but without advanced features. These services
require the user to call in for voice mail messages and do not automatically
connect calls. AT&T, MCI and MCI-WorldCom offer "One Number- Follow Me" service
bureaus, but they require the caller to enter a PIN number and are sold as
measured rate service -- $0.27 peak to $0.15 off peak per minute. Inexpensive
local flat rate service of the type provided by Eagletech is not available.
These services are similar in that the system accepts the call, places the
caller on hold and then opens a second line to call the subscriber. If that call
does not connect, the system opens another line to try a second number, and so
on. Once the parties are connected, the call remains routed through the system
hardware until the call is completed, tying up available lines.

         In contrast, Eagletech's proprietary technology uses only one line for
both the incoming and outgoing call and, once the parties are connected, the
system is able to free-up that line for the next call. In this way, Eagletech
believes that its system makes much more efficient use of available telephone
lines and thus Eagletech is able to provide its services for one flat rate per
month of $24.95.

         Two communication provider companies offer competing products to
Eagletech. The first is Wildfire Communications, which develops and markets the
Wildfire Electronic Assistant, which uses speech recognition to manage
telephone, fax and email communications. Wildfire mimics a personal assistant,
taking messages and telephone numbers if users are unable to personally answer.
Wildfire can follow spoken instructions and also make and take calls. As the
service is used increasingly, Wildfire develops and adapts to a user's personal
requirements, building up a personal list of names and numbers. Wildfire can
store up to 150 personal contacts. Wildfire will automatically call one of the
stored numbers when instructed by the user. Wildfire requires a great deal of
computing power and therefore is very expensive. Monthly charges normally exceed
$300. Further, a headset is necessary for clarity in speech recognition. This
product has been marketed for over two years but has received minimal market
acceptance. Eagletech does not know the number of users subscribed to the
Wildfire service.

         Linx Communications is a national communications service provider
offering businesses and consumers local and toll-free access to a suite of
communications products and services through the telephone or Internet. Linx
offers customizable communication services that allow individuals to connect to
important callers and gives them access to messages with one local or toll free
telephone number or Internet connection. Linx provides a single point of access,
through the telephone or the Internet, for all voice messages, faxes and email.
When a



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caller dials a user's LinxConnect number the system rings up to three
user-specified numbers simultaneously and announces the caller. The user can
choose to take the call, send it to voice mail, or transfer the call to a
colleague. For faxes, users can send an incoming fax to specified machines or
hold it in queue for printing later.

          LinxConnect is currently available in Boston, New York, San Francisco,
Los Angeles and Washington, D.C. The basic charge for LinxConnect, the
equivalent "One Number Follow-Me" service of EagleOne, is $ 24.95 a month plus a
set-up fee of $ 24.95. In addition there is a measured meter rate charge of $
 .15 per minute for long distance calls. Through the first year of marketing, the
average bill was $ 50 to $ 75 per month. In 1998, Linx had 2500 subscribers, $1
million in revenues and lost $1 million. In 1999, Linx grew its subscriber base
to 5,000 subscribers.

         There are important differences between the EagleOne(TM) and
LinxConnect. LinxConnect rings three numbers simultaneously while EagleOne rings
them in sequence. The LinxConnect configuration requires the use of multiple
lines at once, thereby limiting the number of subscribers possible per switch to
less than the 300 possible if only two lines are being used. EagleOne's(TM)
proprietary switching configuration permits at least 1500 subscribers per
switch, thereby insuring a substantial cost advantage to Eagletech in providing
these services. Further, the LinxConnect service includes a measured meter rate
component for long distance calls, which may result in the user paying more per
minute than under his or her current long distance provider. Eagletech
anticipates that EagleOne(TM) will be profitable without the need for additional
margin from the measured meter rate service.

         Neither Wildfire nor LinxConnect is available in Ft. Lauderdale,
Florida.

         Eagletech has 2 full time employees and operates one facility at 305
South Andrews Avenue, Fort Lauderdale, Florida used as the principal corporate
office and the site of its initial service bureau. As part of its expansion into
Atlanta, Georgia and Charlotte, North Carolina, Eagletech has rented space near
the local telephone company's central office.


         Eagletech's business is subject to numerous risk factors, including,
but not limited to, the following:

RISKS RELATED TO EAGLETECH'S BUSINESS

         THIS REPORT CONTAINS FORWARD-LOOKING INFORMATION. This report on Form
10-KSB contains forward-looking statements. These forward-looking statements are
not historical facts but rather are based on current expectations, estimates and
projections about our industry, our beliefs, and assumptions. Words such as "
anticipates," "expects," "intends", "plans," "believes," "seeks," "estimates"
and variations of these words and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors,
some of which are



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beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed or forecasted in the forward-looking
statements.

         Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect our management's view only as of the
date of this report. We undertake no obligation to update these statements or
publicly release the result of any revisions to the forward-looking statements
that we may make to reflect events or circumstances after the date of this
report or to reflect the occurrence of unanticipated events.

         DEVELOPMENT STAGE COMPANY; LIMITED OPERATING HISTORY. Eagletech is an
early-stage company and Eagletech expects to encounter risks and difficulties
frequently faced by early-stage companies in new and rapidly evolving markets.
Eagletech installed its first test system in September 1999. Eagletech's limited
operating history makes an evaluation of Eagletech's future prospects very
difficult. Eagletech will encounter the risks and difficulties frequently
encountered by early stage companies in new and rapidly evolving markets.
Eagletech cannot be certain that Eagletech's business strategy will be
successful or that Eagletech will successfully address these risks.

         EAGLETECH ANTICIPATES FUTURE LOSSES AND NEGATIVE CASH FLOW. Eagletech
expects operating losses and negative cash flow to continue for the next twelve
months. Eagletech anticipates its losses will continue because Eagletech expects
to incur additional costs and expenses related to:

              -   brand development, marketing and other promotional activities;

              -   expansion of Eagletech's operations;

              -   continued development of Eagletech's technology, its website,
                  the systems that Eagletech uses to process customers' orders
                  and payments and Eagletech's computer network;

              -   geographic expansion of Eagletech's service area; and

              -   development of relationships with strategic business partners.

         As of March 31, 2001, Eagletech had an accumulated deficit during the
development stage of $15,392,657. Eagletech incurred net losses of $4,408,804
and sales of $2,049 in the fiscal year ended March 31, 2001. Eagletech's
ability to become profitable depends on Eagletech's ability to generate and
sustain sales while maintaining reasonable expense levels. If Eagletech does
achieve profitability, Eagletech cannot be certain that Eagletech would be able
to sustain or increase profitability on a quarterly or annual basis in the
future. See page 13, "Plan of Operations."

         EAGLETECH'S LIMITED OPERATING HISTORY MAKES FUTURE FORECASTING
DIFFICULT. Because of Eagletech's limited history as a development stage company
with very limited revenues from operations, Eagletech finds it difficult to
forecast its net sales accurately. Eagletech has limited meaningful historical
financial data upon which to base planned operating expenses, since it
(including its predecessor) has been in the development stage without sales
since 1996. We base Eagletech's current and future expense levels on Eagletech's
operating plans and estimates of future net sales, and Eagletech's expenses are
largely fixed. Sales and operating results are



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difficult to forecast because they generally depend on the volume and timing of
the orders Eagletech receives. Consequently, Eagletech may be unable to adjust
Eagletech's spending in a timely manner to compensate for any unexpected revenue
shortfall. This inability could cause Eagletech's net losses in a given quarter
to be greater than expected.

         EAGLETECH'S OPERATING RESULTS ARE EXPECTED TO BE VOLATILE AND DIFFICULT
TO PREDICT. IF EAGLETECH FAILS TO MEET THE EXPECTATIONS OF PUBLIC MARKET
ANALYSTS AND INVESTORS, THE MARKET PRICE OF EAGLETECH'S COMMON STOCK MAY
DECREASE SIGNIFICANTLY. Eagletech's annual and quarterly operating results may
fluctuate significantly in the future due to a variety of factors, many of which
are outside of Eagletech's control, including, among other things, the demand
for Eagletech's products, unpredictability of consumer trends and technology
changes. Because Eagletech's operating results are expected to be volatile and
difficult to predict, Eagletech believes that quarter-to-quarter comparisons of
Eagletech's operating results are not a good indication of Eagletech's future
performance. It is likely that in some future quarter Eagletech's operating
results may fall below the expectations of securities analysts and investors. In
this event, the trading price of Eagletech's Common Stock may fall
significantly. Factors that may harm Eagletech's business or cause Eagletech's
operating results to fluctuate include the following:

              -   Eagletech's inability to obtain new customers at reasonable
                  cost and retain existing customers;

              -   decreases in the funds available for marketing and promoting
                  Eagletech's services;

              -   Eagletech's inability to manage rapid expansion of its
                  services;

              -   Eagletech's inability to adequately maintain, upgrade and
                  develop Eagletech's technical systems;

              -   the ability of Eagletech's competitors to offer new or
                  enhanced services or products;

              -   price competition;

              -   an unanticipated high level of service cancellations;

              -   the termination of existing, or failure to develop new,
                  strategic marketing and manufacturing relationships;

              -   increases in the cost of advertising;

              -   the amount and timing of operating costs and capital
                  expenditures relating to expansion of Eagletech's operations;

              -   technical difficulties, system downtime or telephone service
                  interruptions.

         A number of factors will cause Eagletech's gross margins to fluctuate
in future periods, including timing of service area expansion, the mix of
services provided by Eagletech and the level of discount or introductory
pricing. Any change in one or more of these factors could harm Eagletech's gross
margins and operating results in future periods.

         EAGLETECH'S NET SALES ARE DEPENDENT UPON EAGLETECH'S ABILITY TO OFFER
EAGLETECH'S CUSTOMERS DEPENDABLE QUALITY SERVICES AT COMPETITIVE PRICES. If
Eagletech is not able to offer Eagletech's customers dependable services at
competitive prices, Eagletech's net sales and


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results of operations will be harmed. Eagletech's success depends on Eagletech's
ability to provide dependable service to its customers at competitive prices.

         IF EAGLETECH IS UNABLE TO OBTAIN SUFFICIENT QUANTITIES OF PRODUCTS FROM
EAGLETECH'S KEY VENDORS, EAGLETECH'S NET SALES WOULD BE ADVERSELY AFFECTED. If
Eagletech was unable to obtain sufficient quantities of electronic components
from Eagletech's key vendors, Eagletech's net sales and results of operations
would be harmed. Eagletech buys its electronic components from one vendor at
this time, but Eagletech believes that multiple other sources of such components
exist and finding replacement vendors would not have a material adverse effect
upon Eagletech.

         TO MANAGE EAGLETECH'S GROWTH AND EXPANSION, EAGLETECH NEEDS TO IMPROVE
AND IMPLEMENT EAGLETECH'S SYSTEMS, PROCEDURES AND CONTROLS. IF EAGLETECH IS
UNABLE TO DO SO SUCCESSFULLY, EAGLETECH'S BUSINESS WOULD BE SERIOUSLY HARMED.
Eagletech's rapid growth in operations will place a significant strain on
Eagletech's management, information systems and resources. In order to manage
this growth effectively, Eagletech needs to continue to improve Eagletech's
financial and managerial controls and reporting systems and procedures.
Eagletech's failure to successfully implement, improve and integrate these
systems and procedures would harm Eagletech's results of operations.

         EAGLETECH MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND
FUTURE COMPETITORS. Eagletech faces competition from some of the largest
telecommunications companies in the United States. The telecommunications market
is rapidly evolving and intensely competitive. Increased competition is likely
to result in price reductions, reduced gross margins and loss of market share,
any of which could seriously harm Eagletech's net sales and results of
operations. Eagletech expects competition to intensify in the future as
telecommunications deregulation continues, regional Bell companies expand
nationwide and cellular services become more common.

         Many of Eagletech's competitors have longer operating histories, larger
customer or user bases, greater brand recognition and significantly greater
financial, marketing and other resources than does Eagletech. Many of these
competitors can devote substantially more resources to marketing and promotion
than can Eagletech. In addition, larger, well-established and well-financed
telecommunications companies, cable suppliers and cellular telephone companies
may try to offer competing services. Eagletech's competitors may be able to
secure products from vendors on terms that are more favorable and adopt more
aggressive pricing policies than can Eagletech.

         IF EAGLETECH DOES NOT SUCCESSFULLY EXPAND EAGLETECH'S SERVICE AREA,
EAGLETECH'S BUSINESS COULD BE SERIOUSLY HARMED. If Eagletech does not
successfully expand Eagletech's service area and number of lines its service
bureaus can accommodate, Eagletech will not be able to increase Eagletech's net
sales in accordance with the expectations of securities analysts and investors.
In such an event, Eagletech's business will be harmed. Eagletech's success
depends on Eagletech's ability to expand Eagletech's service area and switching
capacity rapidly in order to accommodate a significant increase in customer
orders. Eagletech's planned



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expansion may cause disruptions that could harm Eagletech's business, results of
operations and financial condition.

         EAGLETECH'S FACILITIES AND SYSTEMS ARE VULNERABLE TO NATURAL DISASTERS
AND OTHER UNEXPECTED PROBLEMS. The occurrence of a hurricane, tornado, large
scale electrical storm or other natural disaster or unanticipated problems at
Eagletech's leased facility in Ft. Lauderdale, Florida that houses substantially
all of Eagletech's computer and communications hardware systems, could cause
interruptions or delays in Eagletech's business, loss of data or render
Eagletech unable to provide its services. Any such interruptions or delays at
its facility would harm Eagletech's net sales and results of operations. In
addition, Eagletech's systems and operations are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure,
break-ins, and similar events. Eagletech has no formal disaster recovery plan
and Eagletech's business interruption insurance may not adequately compensate
Eagletech for losses that may occur. The occurrence of any or all of the events
could harm Eagletech's reputation, brand and business.

         IF EAGLETECH DOES NOT RESPOND TO RAPID TECHNOLOGICAL CHANGES,
EAGLETECH'S SERVICES COULD BECOME OBSOLETE AND EAGLETECH'S BUSINESS WOULD BE
SERIOUSLY HARMED. If Eagletech faces material delays in introducing new
services, products and enhancements, limited number of existing customers  may
forego the use of Eagletech's services and use those of Eagletech's competitors.
To remain competitive, Eagletech must continue to enhance and improve the
functionality and features of Eagletech's telecommunications services. The
telecommunications industry is rapidly changing as a result of deregulation,
technology improvements and new customer demands. If competitors introduce new
products and services embodying new technologies, or if new industry standards
and practices emerge, Eagletech's existing proprietary technology and systems
may become obsolete. Developing, enhancing and upgrading Eagletech's proprietary
technology entails significant technical and business risks. Eagletech may use
new technologies ineffectively or Eagletech may fail to adapt Eagletech's
proprietary technology and Eagletech's computer network to customer requirements
or emerging industry standards.

         INTELLECTUAL PROPERTY CLAIMS AGAINST EAGLETECH COULD BE COSTLY AND
COULD RESULT IN THE LOSS OF SIGNIFICANT RIGHTS. Other parties may assert
infringement or unfair competition claims against Eagletech. Eagletech cannot
predict whether third parties will assert claims of infringement against
Eagletech, or whether any future assertions or prosecutions will harm
Eagletech's business. If Eagletech is forced to defend against any such claims,
whether they are with or without merit or are determined in Eagletech's favor,
then Eagletech may face costly litigation, diversion of technical and management
personnel, or product shipment delays. Because of such a dispute, Eagletech may
have to develop non-infringing technology or enter into royalty or licensing
agreements. Such royalty or licensing agreements, if required, may be
unavailable on terms acceptable to Eagletech, or at all. If there is a
successful claim of product infringement against Eagletech and Eagletech is
unable to develop non-infringing technology or license the infringed or similar
technology on a timely basis, it could harm Eagletech's business.

         IF THE PROTECTION OF EAGLETECH'S TECHNOLOGY, TRADEMARKS AND PROPRIETARY
RIGHTS IS INADEQUATE, EAGLETECH'S BUSINESS WILL BE SERIOUSLY HARMED. The steps
Eagletech takes to


                                       9
<PAGE>   13
protect Eagletech's proprietary rights may be inadequate. Eagletech regards
Eagletech's copyrights, service marks, trademarks, trade dress, trade secrets
and similar intellectual property as critical to Eagletech's success. In
addition, Eagletech has filed for patent protection for its proprietary
technology and has received a Notice of Allowance regarding its patent
application. Eagletech will pay the Issue Fee and the patent will issue in the
near future. Eagletech relies on trademark and copyright law, trade secret
protection and confidentiality or license agreements with Eagletech's employees,
customers, partners and others to protect Eagletech's proprietary rights.
Eagletech is in the process of filing for trademark protection for "Eagletech"
for telecommunications services. Effective patent, trademark, service mark,
copyright and trade secret protection may not be available in every country in
which Eagletech will sell Eagletech's products and services.

         THE LOSS OF THE SERVICES OF ONE OR MORE OF EAGLETECH'S KEY PERSONNEL,
OR EAGLETECH'S FAILURE TO ATTRACT, ASSIMILATE AND RETAIN OTHER HIGHLY QUALIFIED
PERSONNEL IN THE FUTURE WOULD SERIOUSLY HARM EAGLETECH'S BUSINESS. The loss of
the services of one or more of Eagletech's key personnel could seriously harm
Eagletech's business. Eagletech depends on the continued services and
performance of Eagletech's senior management and other key personnel,
particularly Rodney Young, Eagletech's President and Chief Executive Officer and
the inventor of Eagletech's proprietary technology. Eagletech's future success
also depends upon the continued the services of other essential technical,
sales, marketing and support personnel. All of Eagletech's officers and key
employees are bound by employment agreements. Eagletech does not have "key
person" life insurance policies covering any of Eagletech's employees.

         RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS. If we are presented with
appropriate opportunities, Eagletech intends to make investments in
complementary companies, products or technologies. Eagletech may not realize the
anticipated benefits of any acquisition or investment. If Eagletech buys a
company, Eagletech could have difficulty in assimilating that company's
personnel and operations. In addition, the essential personnel of the acquired
company may decide not to work for Eagletech. If Eagletech makes other types of
acquisitions, Eagletech could have difficulty in assimilating the acquired
technology or products into Eagletech's operations. These difficulties could
disrupt Eagletech's ongoing business, distract Eagletech's management and
employees and increase Eagletech's expenses. Furthermore, Eagletech may have to
incur debt or issue equity securities to pay for any future acquisitions or
investments, the issuance of which could be dilutive to Eagletech or Eagletech's
existing stockholders.

         EXISTING STOCKHOLDERS WILL BE ABLE TO EXERCISE SIGNIFICANT CONTROL OVER
EAGLETECH. Executive officers, directors and entities affiliated with them, if
acting together, would be able to significantly influence all matters requiring
approval by Eagletech's stockholders, including the election of directors and
the approval of mergers or other business combination transactions. These
stockholders, taken together, beneficially own approximately 59% of Eagletech's
outstanding common stock and can elect all directors and pass any action
requiring stockholder approval. See "Security Ownership of Certain Beneficial
Owners and Management," page 20, and "Directors, Executive Officers, Promoters
and Control Persons," page 21.



                                       10
<PAGE>   14
         IT MAY BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE EAGLETECH. Provisions
of Eagletech's Certificate of Incorporation, Eagletech's Bylaws and Nevada law
could make it more difficult for a third party to acquire Eagletech, even if
doing so would be beneficial to Eagletech's stockholders. See "Description of
Securities".

RISKS RELATED TO EAGLETECH'S INDUSTRY

         EAGLETECH MAY NEED TO CHANGE THE MANNER IN WHICH EAGLETECH CONDUCTS
EAGLETECH'S BUSINESS IF GOVERNMENT REGULATION INCREASES. The adoption or
modification of laws or regulations relating to the telecommunications industry
could adversely affect the manner in which Eagletech currently conducts
Eagletech's business. In addition, the growth and development of the market for
enhanced telecommunications systems may lead to more stringent consumer
protection laws, both in the United States and abroad, that may impose
additional burdens on Eagletech. Laws and regulations directly applicable to
telecommunications are in a constant state of flux.

RISKS RELATED TO SECURITIES MARKETS

         VOLATILITY OF STOCK PRICES MAY INCREASE THE NUMBER OF SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION OF THE PREFERRED STOCK. The stock market from
time to time experiences significant price and volume fluctuations, some of
which are unrelated to the operating performance of particular companies. We
believe that a number of factors can cause the price of our common stock to
fluctuate, perhaps substantially. These factors include, among others:

              Announcements of financial results and other developments relating
                  to our business;

              Changes in the general state of the economy; and

              Changes in market analyst estimates and recommendations for our
                  common stock.

         Significant downward fluctuations of the price of our stock may
substantially increase the number of shares of common stock issuable upon
conversation of the Preferred Stock as a result of the conversion formula, which
is tied to the market price of the common stock.

         The issuance of additional shares of common stock upon conversion of
the Preferred Stock may cause significant dilution of existing stockholders'
interests and exert downward pressure on the price of our common stock.

         Significant dilution of existing stockholders' interests may occur if
we issue additional shares of common stock underlying the Preferred Stock. We
are presently registering 4,800,000 shares of common stock that are issuable
upon conversion of the Preferred Stock and dividends thereon. The actual number
of shares of common stock issuable upon conversion of the Preferred Stock may
constitute a significantly greater percentage of the total outstanding shares


                                       11
<PAGE>   15
of our common stock, as such conversion is based on a formula pegged to the
market price of the common stock. The shares of Preferred Stock are convertible
at a price equal to the lesser of: eighty (80%) percent of the average of the
lowest three (3) closing prices during the twenty (20) trading days prior to the
Conversion Date; or, $3.67 per share, subject to adjustment. The average of the
three lowest closing bid prices of our common stock during the twenty (20)
trading days before the date of this report was $0.20. Therefore, the Preferred
Stock may convert to common stock at a rate that may be below the prevailing
market price of the common stock at the time of conversion.

         The exact number of shares of common stock into which the Preferred
Stock may ultimately be convertible will vary over time as the result of ongoing
changes in the trading price of our common stock. Decreases in the trading price
of our common stock would result in increases in the number of shares of common
stock issuable upon conversion of the Preferred Stock. The following
consequences could result:

              If  the market price of our common stock declines, thereby
                  proportionately increasing the number of shares of common
                  stock issuable upon conversion of the Preferred Stock, an
                  increasing downward pressure on the market price of the common
                  stock might result, which is sometimes referred to as a
                  downward "spiral" effect.

              The dilution caused by conversion of the Preferred Stock and sale
                  of the underlying shares could also cause downward pressure on
                  the market price of the common stock.

              The conversion of the Preferred Stock would dilute the book value
                  and earnings per share of common stock held by our existing
                  stockholders.

         EAGLETECH MAY BE UNABLE TO MEET EAGLETECH'S FUTURE CAPITAL
REQUIREMENTS. Eagletech cannot be certain that additional financing will be
available to Eagletech on favorable terms when required, or at all. If Eagletech
raises additional funds through the issuance of equity, equity-related or debt
securities, such securities may have rights, preferences or privileges senior to
those of the rights of Eagletech's Common Stock and Eagletech's stockholders may
experience additional dilution. Eagletech requires substantial working capital
to fund Eagletech's business. Since Eagletech's inception, Eagletech has
experienced negative cash flow from operations and expects to experience
significant negative cash flow from operations for the foreseeable future.
Currently Eagletech does not have sufficient capital to continue its current
activities without an immediate cash infusion. Eagletech may need to raise
additional funds before the expiration of such period.

         EAGLETECH MAY BE UNABLE TO CONTINUE OPERATIONS IF OUR FINANCIAL
DIFFICULTIES PRECLUDE EAGLETECH FROM FUNDING OUR OPERATIONS. Eagletech incurred
net losses during the fiscal year ended March 31, 2001. Eagletech's execution of
its business plan is dependant upon its ability to resolve its liquidity
problems, principally by obtaining capital, expanding sales of its services and
generating sufficient revenues to become profitable. Currently Eagletech does
not have sufficient capital to continue its current activities without an
immediate cash infusion. See, "Plan of Operations."



                                       12
<PAGE>   16
         EAGLETECH'S COMMON STOCK PRICE MAY BE VOLATILE, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES FOR INDIVIDUAL STOCKHOLDERS. The market price for Eagletech's
common stock is likely to be highly volatile and subject to wide fluctuations in
response to factors including the following, some of which are beyond
Eagletech's control:

              -   actual or anticipated variations in Eagletech's quarterly
                  operating results;

              -   announcements of technological innovations or new products or
                  services by Eagletech or Eagletech's competitors;

              -   changes in financial estimates by securities analysts;

              -   conditions or trends in the telecommunications industry;

              -   changes in the economic performance and/or market valuations
                  of other independent telecommunications companies;

              -   announcements by Eagletech or Eagletech's competitors of
                  significant acquisitions, strategic partnerships, joint
                  ventures or capital commitments;

              -   additions or departures of key personnel;

              -   release of lock-up or other transfer restrictions on
                  Eagletech's outstanding shares of common stock or sales of
                  additional shares of common stock; and

              -   potential litigation.

         IF EAGLETECH'S STOCK PRICE IS VOLATILE, EAGLETECH COULD FACE A
SECURITIES CLASS ACTION LAWSUIT. In the past, following periods of volatility in
the market price of their stock, many companies have been the subjects of
securities class action litigation. If disgruntled stockholders sued Eagletech
in a securities class action, it could result in substantial costs and a
diversion of management's attention and resources and would harm Eagletech's
stock price.

         SUBSTANTIAL SALES OF EAGLETECH'S COMMON STOCK COULD CAUSE EAGLETECH'S
STOCK PRICE TO FALL. If Eagletech's stockholders sell substantial amounts of
Eagletech's Common Stock in the public market, the market price of Eagletech's
Common Stock could fall. Such sales also might make it more difficult for
Eagletech to sell equity or equity-related securities in the future at a time
and price that Eagletech deems appropriate.

         REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections 13
and 15(d) of the Exchange Act require companies subject thereto to provide
certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one or two years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by Eagletech. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.


Item 2.  Description of Property

         Eagletech leases one facility located at 305 South Andrews Avenue, Fort
Lauderdale,



                                       13
<PAGE>   17
Florida as an office and service bureau facility. The facility contains
approximately 1,000 square feet total, of which 900 square feet are used for
office space and 100 square feet are used to house equipment. The lease on this
facility expires June 30, 2004 and the annual lease payments are $30,000 for the
entire facility.

Item 3.  Legal Proceedings

         Eagletech is not involved in any legal proceedings as of the date of
this filing, and was not engaged in any legal proceedings during the period
covered by this report, nor is Eagletech aware of any threatened legal action.

Item 4.  Submission of Matters to a Vote of Security Holders

         During the period covered by this report, Eagletech did not submit any
matters to a vote of security holders.


                                     PART II


Item 5.  Market Price for Common Equity and Related Stockholder Matters.

         Price quotations for Eagletech's Common Stock are posted presently on
the OTC Bulletin Board and have been since February, 1999. As soon as Eagletech
becomes eligible, Eagletech intends to request a listing for the Common Stock on
the NASDAQ SmallCap Market (TM). This listing requires certain asset, earnings
and per share price standards that Eagletech does not now meet. Eagletech can
give no assurance that it will meet these standards in the foreseeable future,
if at all.

(a)      Market Price.

         Since February 23, 1999, market makers have been able to post price
quotations for Eagletech's Common Stock on the Over the Counter Bulletin Board.
The historical prices for Eagletech's Common Stock on the OTC Bulletin Board are
as follows (calendar quarters):

<TABLE>
<CAPTION>
                                                          High        Low
                                                        --------    --------
<S>                                                     <C>         <C>
        First Quarter 1999 (Beginning 2/23/1999)        $  4.50     $ 2.25
        Second Quarter 1999                             $ 12.75     $ 1.50
        Third Quarter 1999                              $  8.81     $ 5.50
        Fourth Quarter 1999                             $  8.00     $ 5.00
        First Quarter 2000                              $ 10.75     $ 4.8125
        Second Quarter 2000                             $ 11.625    $ 3.875
        Third Quarter 2000                              $ 6.0312    $ 2.375
        Fourth Quarter 2000                             $ 2.5312    $ 0.6562
        1st Quarter 2001                                $ 1.3125    $ 0.7400
</TABLE>



                                       14
<PAGE>   18
         The quotations reflect inter-dealer prices, without retail mark-ups,
mark-downs, or conversion, and may not represent actual transactions.

         For the initial listing in the NASDAQ SmallCap Market(TM), a company
must have net tangible assets of $4 million or market capitalization of $50
million or a net income (in the latest fiscal year or two of the last fiscal
years) of $750,000, and a public float of 1,000,000 shares with a market value
of $5 million. The minimum bid price must be $4.00 and there must be three
market makers. In addition, there must be 300 stockholders holding 100 shares or
more, and the company must have an operating history of at least one year or a
market capitalization of $50 million. For continued listing in the NASDAQ
SmallCap Market(TM), a company must have net tangible assets of $2 million or
market capitalization of $35 million or a net income (in the latest fiscal year
or two of the last fiscal years) of $500,000, a public float of 500,000 shares
with a market value of $1 million. The minimum bid price must be $1.00 and there
must be two market makers. In addition, there must be 300 stockholders holding
100 shares or more. Eagletech can give no assurances that it will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of Eagletech to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of Eagletech's securities on a national
exchange. In such events, trading, if any, in Eagletech's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a stockholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, Eagletech's securities.

(b) Holders. There are approximately 200 holders of Eagletech's Common Stock.
All share numbers are adjusted for a 1 for 10 reverse stock split effective
April 1, 1999 and a 1 for 3 reverse stock split effective June 9, 1999.

In fiscal 2000, Goldplate and Eagletech issued 5,459,172 shares to investors for
cash, in exchange for services or assets or to retire debt.

In fiscal 2001, Eagletech issued a total of 9,445 shares as settlement of
liabilities.

On May 21, 2000, EagleTech sold a total of 321,389 shares of Class A Preferred
Stock and warrants to purchase 385,667 shares of Common Stock for $2,100,000 to
a group of accredited investors under Rule 506 of Regulation D. The Class A
Preferred Stock is convertible into shares of Eagletech Common Stock on a based
on the market price.

All of the issued and outstanding shares of Eagletech's Common Stock were issued
in accordance with exemptions from registration afforded by Sections 3(b) or
4(2) of the Securities Act of 1933, as amended (the "Securities Act"). As of the
date of this registration statement, 3,853,342 shares of Eagletech's Common
Stock held by non-affiliates are eligible for sale, including 520,018 shares of
restricted stock eligible under Rule 144 promulgated under the Securities Act of
1933, as amended, subject to certain limitations included in such Rule. In
general, under Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a one year holding period, under certain circumstances, may sell
within any three-month period a



                                       15
<PAGE>   19
number of shares of restricted stock which does not exceed the greater of one
percent of the then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares of restricted without any
quantity limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an affiliate of
Eagletech.

Dividends. Eagletech has not paid any dividends to date, and has no plans to do
so in the immediate future.



Item 6.  Plan of Operation

         OVERVIEW

         Eagletech was founded to manufacture, market and distribute unique
communications products and services. We recognized an opportunity to develop a
messaging service and a low cost call management product that could handle voice
mail, call-forwarding and call screening at a reasonable cost. Currently, many
mobile and remote professionals (i.e., professionals who do not work out of a
fixed office) have cellular telephones, pagers, portable computers, email and
corporate voice mail in order to stay in contact with co-workers and customers
when out of the office. Eagletech provides services that Eagletech believes
increase customer productivity and efficiency by making its customers more
accessible. Eagletech has begun signing up customers for "EagleOne"(TM) service
bureau services in Broward and Miami-Dade counties in Florida.

          By the end of September 2000, Eagletech finished installing the
equipment necessary to establish EagleOne(TM) service bureaus in the Atlanta,
Georgia and Charlotte, North Carolina markets. These additional service bureaus
are in the testing phase. Eagletech purchased the equipment necessary to service
these markets with the proceeds of its private placement that closed on May 19,
2000. Eagletech has been unable to open these service businesses due to a lack
of liquidity.

         The EagleOne(TM) service bureau product provides a universal local
number that connects the business professional, wherever he or she is working,
to important calls and messages. There no longer is a need for a pager since the
business professional will have the call forwarded to wherever that professional
is, have the call announced and then the professional will decide whether to
take the particular call or have it forwarded to voice mail.

         Eagletech is offering these services through independent cellular
telephone dealers in Broward and Miami-Dade counties. For each customer who
decides to use the service, the dealer receives a commission together with a
residual income from the monthly revenue stream generated by the customer.

          Eagletech, while continuing to market to small businesses in the
Miami-Dade and Broward area, Eagletech has become focused on selling its product
to existing telecommunications providers on a private label basis. Eagletech has
not yet been successful in selling its services in this way.

                                       16
<PAGE>   20
an expansion will require substantial investment in equipment and administrative
personnel. Marketing, technical assistance and manufacturing will continue to be
outsourced. Because Eagletech has its equipment manufactured by a third party
under a fixed-cost contract, Eagletech can estimate the cost of producing new
service bureaus. Eagletech must negotiate with local telephone service providers
to site equipment. Eagletech has received Patent Number 6,058,180 from the
United States Patent and Trademark Office for its patent on its core technology
that allows the use of one telephone line for "One Number, Follow Me" service.
Although Eagletech intends to continually update and refine its products and
services to increase customer satisfaction, Eagletech does not need additional
research and development to have an operational service bureau in place.

         LIQUIDITY AND CAPITAL RESOURCES

         On the date of this filing, Eagletech has very limited cash resources,
with no long-term debt and currently-due debt of $245,000, and for normal
trade payables. This includes the proceeds of Eagletech's May private placement
described below. The Company will be unable to continue operations without a
cash infusion in the near term.

         Eagletech has significant capital needs, which to date Eagletech has
met through private sales of its equity and loans. Eagletech will continue to
need substantial infusions of capital, which it expects to continue to fund
primarily from private sales of its equity and loans, or by a public offering of
its equity or debt securities.

                                PLAN OF OPERATION

         Over the next twelve months, Eagletech intends to continue to roll-out
its EagleOne(TM) service bureau product throughout the Southeastern United
States. Eagletech believes that such an expansion will require substantial
investment in equipment and administrative personnel. Marketing, technical
assistance and manufacturing will continue to be outsourced. Because Eagletech
has its equipment manufactured by a third party under a fixed-cost contract,
Eagletech can estimate the cost of producing new service bureaus. Eagletech must
negotiate with local telephone service providers to site equipment. Eagletech
has received Patent Number 6,058,180 from the United States Patent and Trademark
Office for its patent on its core technology that allows the use of one
telephone line for "One Number, Follow Me" service. Although Eagletech intends
to continually update and refine its products and services to increase customer
satisfaction, Eagletech does not need additional research and development to



                                       17
<PAGE>   21
have an operational service bureau in place.

COMPETITION

         Eagletech competes with a variety of companies that provide some type
of message services. There are a number of turnkey voice mail systems available
on the market, the majority featuring expensive, high density equipment focused
on larger businesses. There are also several excellent software products on the
market but require programming experience and are aimed at developers and not
end users.

         Eagletech's competitors include voice mail service bureaus, which are
typically local paging companies that offers basic voice mail/pager notification
mailboxes at bargain prices but without advanced features. These services
require the user to call in for voice mail messages and do not automatically
connect calls. AT&T, MCI and MCI-WorldCom offer "One Number- Follow Me" service
bureaus, but they require the caller to enter a PIN number and are sold as
measured rate service -- $0.27 peak to $0.15 off peak per minute. Inexpensive
local flat rate service of the type provided by Eagletech is not available.
These services are similar in that the system accepts the call, places the
caller on hold and then opens a second line to call the subscriber. If that call
does not connect, the system opens another line to try a second number, and so
on. Once the parties are connected, the call remains routed through the system
hardware until the call is completed, tying up available lines.

         In contrast, Eagletech's proprietary technology uses only one line for
both the incoming and outgoing call and, once the parties are connected, the
system is able to free-up that line for the next call. In this way, Eagletech
believes that its system makes much more efficient use of available telephone
lines and thus Eagletech is able to provide its services for one flat rate per
month of $24.95.

         Two communication provider companies offer competing products to
Eagletech. The first is Wildfire Communications, which develops and markets the
Wildfire Electronic Assistant, which uses speech recognition to manage
telephone, fax and email communications. Wildfire mimics a personal assistant,
taking messages and telephone numbers if users are unable to personally answer.
Wildfire can follow spoken instructions and also make and take calls. As the
service is used increasingly, Wildfire develops and adapts to a user's personal
requirements, building up a personal list of names and numbers. Wildfire can
store up to 150 personal contacts. Wildfire will automatically call one of the
stored numbers when instructed by the user. Wildfire requires a great deal of
computing power and therefore is very expensive. Monthly charges normally exceed
$300. Further, a headset is necessary for clarity in speech recognition. This
product has been marketed for over two years but has received minimal market
acceptance. Eagletech does not know the number of users subscribed to the
Wildfire service.

         Linx Communications is a national communications service provider
offering businesses and consumers local and toll-free access to a suite of
communications products and services through the telephone or Internet. Linx
offers customizable communication services that allow individuals to connect to
important callers and gives them access to messages with


                                       18
<PAGE>   22
one local or toll free telephone number or Internet connection. Linx provides a
single point of access, through the telephone or the Internet, for all voice
messages, faxes and email. When a caller dials a user's LinxConnect number the
system rings up to three user-specified numbers simultaneously and announces the
caller. The user can choose to take the call, send it to voice mail, or transfer
the call to a colleague. For faxes, users can send an incoming fax to specified
machines or hold it in queue for printing later.

         LinxConnect is currently available in Boston, New York, San Francisco,
Los Angeles and Washington, D.C. Linx expects to expand service to 14 additional
cities in 1999 including Atlanta, Chicago and Dallas. The basic charge for
LinxConnect, the equivalent "One Number Follow-Me " service of EagleOne, is $
24.95 a month plus a set-up fee of $ 24.95. In addition there is a measured
meter rate charge of $ .15 per minute for long distance calls. Through the first
year of marketing, the average bill was $ 50 to $ 75 per month. In 1998, Linx
had 2500 subscribers, $1 million in revenues and lost $1 million. In 1999, Linx
grew its subscriber base to 5,000 subscribers.

         There are important differences between the EagleOne(TM) and
LinxConnect. LinxConnect rings three numbers simultaneously while EagleOne rings
them in sequence. The LinxConnect configuration requires the use of multiple
lines at once, thereby limiting the number of subscribers possible per switch to
less than the 300 possible if only two lines are being used. EagleOne's(TM)
proprietary switching configuration permits at least 1500 subscribers per
switch, thereby insuring a substantial cost advantage to Eagletech in providing
these services. Further, the LinxConnect service includes a measured meter rate
component for long distance calls, which may result in the user paying more per
minute than under his or her current long distance provider. Eagletech
anticipates that EagleOne(TM) will be profitable without the need for additional
margin from the measured meter rate service.

         Neither Wildfire nor LinxConnect is available in Miami-Dade or Broward
Counties, Florida.

         Eagletech has 3 full time employees and 1 part time employee and
operates one facility at 305 South Andrews Avenue, Fort Lauderdale, Florida used
as the principal corporate office and the site of its initial service bureau. As
part of its expansion into Atlanta, Georgia and Charlotte, North Carolina,
Eagletech has rented space at or near the local telephone company's central
office.

         Eagletech has significant capital needs, which to date Eagletech has
met through private sales of its equity and loans. Eagletech will continue to
need substantial infusions of capital, which it expects to continue to fund
primarily from private sales of its equity and loans, or by a public offering of
its equity or debt securities.




                                       19
<PAGE>   23
ITEM 7.  FINANCIAL STATEMENT

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

ITEM 9.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  (a) Security Ownership of Certain Beneficial Owners.

         The following table sets forth the beneficial ownership for Eagletech's
sole class of Common Stock of Eagletech beneficially owned by all directors,
officers and 5% or more holders.

<TABLE>
<CAPTION>
Name and
Address of                        Nature of
Beneficial                        Beneficial               Number of
Owner                             Ownership                Shares      Percent
-----------------------------     ----------------------   ---------   -------
<S>                               <C>                      <C>         <C>
Rodney E. Young(1)(2)(6)          Record and Beneficial    2,998,001    25.3%

Robert A. Bergman(1)              Record                     150,000     1.2%

James Payne(1)(3)(6)              Record and Beneficial    2,825,001    23.8%

Kenneth L. Payne(1)(5)(6)(7)      Record and Beneficial      475,000     4.0%

Christopher P. Flannery(1)(6)(7)  Record and Beneficial      275,000     2.3%

Robert H. Clarkson(6)             Record                     250,000     2.1%

J. Sherman Henderson(6)           Record                     250,000     2.1%
</TABLE>

----------
(1)   Address c/o Eagletech at 305 South Andrews Avenue, Fort Lauderdale,
      Florida.

(2)   Mr. Young's total includes 853,330 shares owned by members of his
      immediate family as to which he disclaims beneficial ownership.

(3)   Mr. James Payne's total includes 536,300 shares owned by members of his
      immediate family as to which he disclaims beneficial ownership.

(4)   Mr. Kessler is Managing Director of Lloyds Bahamas Securities, Inc., which
      holds 666,668 shares as to which he disclaims beneficial ownership.

(5)   Mr. Kenneth Payne's holdings include 100,000 shares owned by members of
      his immediate family as to which he disclaims beneficial ownership.

(6)   Includes immediately exercisable options to purchase 250,000 shares issued
      to all directors on January 25, 2001.

(7)   Includes immediately exercisable options to purchase 25,000 shares. Issued
      to all non-employee directors on May   , 2000.


                                       20
<PAGE>   24
                          INDEX TO FINANCIAL STATEMENTS


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                      Page
<S>                                                                   <C>
Report of Independent Certified Public Accountants                     F-1

Balance Sheet - March 31, 2001                                         F-2

Statements of Operations - Years Ended March 31, 2001
      and 2000 and for the period December 20, 1996
      (inception) to March 31, 2001                                    F-3

Statement of Stockholders' Equity - December 20, 1996
      (inception) to March 31, 2001                                    F-4

Statements of Cash Flows - Years Ended March 31, 2001
      and 2000 and for the period December 20, 1996
      (inception) to March 31, 2001                                    F-6

Notes to the Financial Statements                                      F-8
</TABLE>
<PAGE>   25
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
Eagletech Communications, Inc.


We have audited the accompanying balance sheet of Eagletech Communications,
Inc., (a development stage company), as of March 31, 2001, and the related
statements of operations, stockholders' equity and cash flows for the years
ended March 31, 2001 and 2000, and for the period December 20, 1996 (inception)
to March 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eagletech Communications, Inc.,
(a development stage company) as of March 31, 2001, and the results of its
operations and its cash flows for the years ended March 31, 2001 and 2000, and
for the period December 20, 1996 (inception) to March 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered a loss as a result of research
and development and start up costs and has not commenced operations. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                        SWEENEY, GATES & CO.


August 8, 2001
Fort Lauderdale, Florida
<PAGE>   26
                         EAGLETECH COMMUNICATIONS, INC.
                          (a development stage company)
                                  BALANCE SHEET
                                 MARCH 31, 2001

<TABLE>
<S>                                                                                <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                       $      6,107
   Prepaid insurance                                                                     18,332
                                                                                   ------------

        Total current assets                                                             24,439
                                                                                   ------------

Property and equipment, net                                                             529,427

Patents, net                                                                             20,151

Deposits                                                                                  9,216
                                                                                   ------------

                                                                                   $    583,233
                                                                                   ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Convertible notes payable                                                       $    245,000
   Accounts payable and accrued expenses                                                232,651
   Stock dividend payable                                                               185,911
   Current portion of prepaid interest income                                            32,000
   Payable to related party                                                              29,865
   Judgments payable                                                                     24,638
                                                                                   ------------

       Total current liabilities                                                        750,065
                                                                                   ------------

   Long term-portion of prepaid interest income                                           4,000
                                                                                   ------------

Stockholders' deficit :
   Series A convertible preferred stock, $.01 par value, 1,000,000 shares
      authorized; 321,389 shares issued and outstanding                                   3,214
   Preferred stock, $.01 par value, 9,000,000 shares authorized;
      no shares issued and outstanding                                                       --
   Common stock, $.0001 par value, 100,000,000 shares
      authorized; 10,351,018 shares issued and outstanding                                1,035
   Additional paid-in capital                                                        15,617,576
   Preferred stock receivable                                                          (400,000)
   Deficit accumulated during the development stage                                 (15,392,657)
                                                                                   ------------

       Stockholders' deficit                                                           (170,832)
                                                                                   ------------

                                                                                   $    583,233
                                                                                   ============
</TABLE>


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


                                       F-2
<PAGE>   27
                         EAGLETECH COMMUNICATIONS, INC.
                          (a development stage company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                     December 20, 1996
                                                                                                       (inception)
                                                                  Year ended, March 31,                 to March 31,
                                                               2001                   2000                 2001
                                                          ------------           ------------           ------------
<S>                                                       <C>                    <C>                 <C>
Sales                                                     $      2,049           $         --           $      2,049

Operating expenses:
   Selling, general, and administrative:
       Non-cash compensation                                   591,192              9,500,388             10,091,580
       Other selling, general and administrative             1,598,662              1,146,446              2,920,561
   Research and development                                    151,250                 85,541                302,659
                                                          ------------           ------------           ------------

       Total operating expenses                              2,341,104             10,732,375             13,314,800
                                                          ------------           ------------           ------------

       Loss from operations                                 (2,339,055)           (10,732,375)           (13,312,751)
                                                          ------------           ------------           ------------

Other income (expense):
   Interest expense                                            (17,164)                (7,211)               (51,875)
   Interest income                                              57,804                 15,040                 72,844
   Gain on settlement of judgments                                  --                 32,476                 32,476
   Loss on disposal of property and equipment                       --                     --                (22,962)
                                                          ------------           ------------           ------------

       Total other income (expense)                             40,640                 40,305                 30,483
                                                          ------------           ------------           ------------

Net loss                                                    (2,298,415)           (10,692,070)           (13,282,268)

Dividends on preferred stock and other charges              (2,110,389)                    --             (2,110,389)
                                                          ------------           ------------           ------------

Net loss applicable to common stockholders                $ (4,408,804)          $(10,692,070)          $(15,392,657)
                                                          ============           ============           ============


Loss per share, basic and diluted                         $      (0.43)          $      (1.14)
                                                          ============           ============

Weighted averages shares outstanding                        10,347,491              9,409,072
                                                          ============           ============
</TABLE>


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


                                       F-3
<PAGE>   28
                         EAGLETECH COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENTS OF CHANGES TO STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>


                                           Series A preferred stock             Common stock
                                           ------------------------      ----------------------------              Paid-in
                                             Shares       Amount           Shares             Amount                capital
                                             ------       ------           ------             ------                -------
<S>                                        <C>            <C>            <C>                 <C>                 <C>
   Issuance of stock,
      December 20, 1996                         --          $--           4,882,401          $     488           $       (486)

   Net loss for year ended
      March 31, 1997                            --           --                  --                 --                     --
                                               ---          ---          ----------          ---------           ------------

Balance, March 31, 1997                         --           --           4,882,401                488                   (486)

   Net loss for year ended
      March 31, 1998                            --           --                  --                 --                     --
                                               ---          ---          ----------          ---------           ------------

Balance, March 31, 1998                         --           --           4,882,401                488                   (486)

   Net loss for year ended
      March 31, 1999                            --           --                  --                 --                     --
                                               ---          ---          ----------          ---------           ------------

Balance, March 31, 1999                         --           --           4,882,401                488                   (486)

   Recapitalization                             --           --             903,450                 90                     68
   Sale of common stock                         --           --           3,455,833                345              1,505,655
   Issuance of stock for compensation           --           --             735,402                 74              6,281,819
   Issuance of stock options                                                     --                 --              1,162,500
   Issuance of stock for services               --           --             240,000                 24              2,609,976
   Notes converted to common stock              --           --             117,599                 12                 88,188
   Issuance of stock for settlement
      of liabilities                            --           --               6,888                  1                 19,999
   Contribution of interest                     --           --                  --                 --                 25,091
   Net loss for the year ended
      March 31, 2000                            --           --                  --                 --                     --
                                               ---          ---          ----------          ---------           ------------

Balance, March 31, 2000                         --          $--          10,341,573          $   1,034           $ 11,692,810
</TABLE>

<TABLE>
<CAPTION>
                                                                                   Deficit accumulated
                                                                                        during the
                                                Deferred        Preferred  stock        development
                                              compensation          receivable            stage                   Total
                                              ------------          ----------            -----                   -----
<S>                                            <C>                   <C>               <C>                    <C>
   Issuance of stock,
      December 20, 1996                        $        --           $     --          $         --           $          2

   Net loss for year ended
      March 31, 1997                                    --                 --               (98,010)               (98,010)
                                               -----------           --------          ------------           ------------

Balance, March 31, 1997                                 --                 --               (98,010)               (98,008)

   Net loss for year ended
      March 31, 1998                                    --                 --              (136,292)              (136,292)
                                               -----------           --------          ------------           ------------

Balance, March 31, 1998                                 --                 --              (234,302)              (234,300)

   Net loss for year ended
      March 31, 1999                                    --                 --               (57,481)               (57,481)
                                               -----------           --------          ------------           ------------

Balance, March 31, 1999                                 --                 --              (291,783)              (291,781)

   Recapitalization                                     --                 --                    --                    158
   Sale of common stock                                 --                 --                    --              1,506,000
   Issuance of stock for compensation                   --                 --                    --              6,281,893
   Issuance of stock options                      (554,004)                --                    --                608,496
   Issuance of stock for services                       --                 --                    --              2,610,000
   Notes converted to common stock                      --                 --                    --                 88,200
   Issuance of stock for settlement
      of liabilities                                    --                 --                    --                 20,000
   Contribution of interest                             --                 --                    --                 25,091
   Net loss for the year ended
      March 31, 2000                                    --                 --           (10,692,070)           (10,692,070)
                                               -----------           --------          ------------           ------------

Balance, March 31, 2000                        $  (554,004)          $     --          $(10,983,853)          $    155,987
</TABLE>


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


                                       F-4
<PAGE>   29
                         EAGLETECH COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENTS OF CHANGES TO STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>


                                                   Series A preferred stock                Common stock
                                                  ------------------------         ----------------------------         Paid-in
                                                   Shares           Amount            Shares           Amount           capital
                                                  -------          ------          ----------          ------          -----------
<S>                                               <C>              <C>             <C>                 <C>             <C>
Balance, March 31, 2000                                --          $   --          10,341,573          $1,034          $11,692,810

   Sale of Series A preferred stock               321,389          $3,214                  --          $   --          $ 1,963,101
   Issuance of stock for settlement
      of liabilities                                   --              --               9,445               1               37,187
   Amortization of deferred compensation               --              --                  --              --                   --
   Issuance of  preferred stock warrants               --              --                  --              --            1,924,478
   Net loss for the year ended
       March 31, 2001                                  --              --                  --              --                   --
                                                  -------          ------          ----------          ------          -----------

Balance, March 31, 2001                           321,389          $3,214          10,351,018          $1,035          $15,617,576
                                                  =======          ======          ==========          ======          ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                                     Deficit accumulated
                                                                                          during the
                                                  Deferred        Preferred  stock        development
                                                compensation          receivable            stage                   Total
                                                ------------          ----------            -----                   -----
<S>                                               <C>                 <C>            <C>                        <C>
Balance, March 31, 2000                           $(554,004)          $      --           $(10,983,853)          $   155,987

   Sale of Series A preferred stock               $      --           $(400,000)          $         --           $ 1,566,315
   Issuance of stock for settlement
      of liabilities                                     --                  --                     --                37,188
   Amortization of deferred compensation            554,004                  --                     --               554,004
   Issuance of  preferred stock warrants                 --                  --                     --             1,924,478
   Net loss for the year ended
       March 31, 2001                                    --                  --             (4,408,804)           (4,408,804)
                                                  ---------           ---------           ------------           -----------

Balance, March 31, 2001                           $      --           $(400,000)          $(15,392,657)          $  (170,832)
                                                  =========           =========           ============           ===========
</TABLE>


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


                                       F-5
<PAGE>   30
                         EAGLETECH COMMUNICATIONS, INC.,
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      December 20, 1996
                                                                                                          (inception)
                                                                       Year ended March 31,              to March 31,
                                                                     2001                2000                2001
                                                                 ------------        ------------     -----------------
<S>                                                              <C>                 <C>              <C>
Cash flows from operating activities:
   Net loss                                                      $ (2,298,415)       $(10,692,070)       $(13,282,268)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation and amortization                                 128,778              29,805             165,234
        Amortization of prepaid interest                              (28,000)                  -             (28,000)
        Amortization of deferred compensation                         554,004                   -             554,004
        Issuance of stock for services and compensation                37,188           8,891,893           8,929,081
        Issuance of stock options to purchase common stock                  -             608,496             608,496
        Start up expense                                                    -              20,160              20,160
        Loss on disposal of property and
            equipment                                                       -                   -              22,962
        Changes in operating assets and liabilities:
            Increase in prepaid insurance                             (18,332)                  -             (18,332)
            Increase in deposits                                       (9,216)                  -              (9,216)
            Increase in convertible note payable                            -             245,000             245,000
            Increase in accounts payable
             and accrued expenses                                     212,396              27,951             287,604
            Decrease in judgments payable                                   -             (43,558)             24,638
                                                                 ------------        ------------        ------------

               Net cash used in operating activities               (1,421,597)           (912,323)         (2,480,637)
                                                                 ------------        ------------        ------------

Cash flows from investing activities:
   Purchases of property and equipment                               (435,956)           (251,015)           (716,584)
   Patents                                                             (5,649)            (15,541)            (21,190)
                                                                 ------------        ------------        ------------

               Net cash used in investing activities             $   (441,605)       $   (266,556)       $   (737,774)
                                                                 ------------        ------------        ------------
</TABLE>

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


                                       F-6
<PAGE>   31
                         EAGLETECH COMMUNICATIONS, INC.,
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                            December 20, 1996
                                                                                                               (inception)
                                                                              Year ended, March 31,            to March 31,
                                                                             2001               2000               2001
                                                                         -----------        -----------        -----------
<S>                                                                      <C>                <C>                <C>
Cash flows from financing activities:
   Proceeds from debt                                                    $         -        $         -        $   176,330
   Proceeds from sale of preferred stock                                   1,566,315                  -          1,566,315
   Proceeds from prepaid interest                                             64,000                  -             64,000
   Proceeds from sale of stock                                                     -          1,506,000          1,506,000
   Payments on related party notes                                                 -            (88,127)           (88,127)
                                                                         -----------        -----------        -----------

               Net cash provided by financing activities                   1,630,315          1,417,873          3,224,518
                                                                         -----------        -----------        -----------

               Net increase (decrease) in cash and cash
                  equivalents:                                              (232,887)           238,994              6,107
                                                                         -----------        -----------        -----------

Cash and cash equivalents, beginning or period                               238,994                  -                  -
                                                                         -----------        -----------        -----------

Cash and cash equivalents, end of period                                 $     6,107        $   238,994        $     6,107
                                                                         ===========        ===========        ===========

Supplemental disclosure of cash flow information:
   Cash paid for interest during the period                              $         -        $         -        $         -
                                                                         ===========        ===========        ===========

   Cash paid for income taxes during the period                          $         -        $         -        $         -
                                                                         ===========        ===========        ===========

Schedule of non-cash investing and financing activities:
   Interest on convertible and related party notes  contributed to
      additional paid-in capital                                         $         -                           $    25,091
                                                                         ===========                           ===========
   Issuance of common stock to settle liabilities                        $    37,188                           $    57,188
                                                                         ===========                           ===========
   Issuance of warrants                                                  $ 1,924,478                           $ 1,924,478
                                                                         ===========                           ===========
</TABLE>

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

                                       F-7
<PAGE>   32
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1.       BUSINESS AND BASIS OF PRESENTATION

Eagletech Communications, Inc. (the "Company"), formerly Goldplate Holding
Enterprises, Inc., ("GHE") was incorporated in Nevada on August 8, 1997.

On April 1, 1999, GHE's stockholders approved a merger with Eagletech
Communications, Inc. ("Eagletech Florida"), a Florida corporation, incorporated
on December 20, 1996, and located in Fort Lauderdale, Florida. Eagletech Florida
was engaged in the development of proprietary unified communications products
and services to complement existing telecommunications technologies for
voice-mail, messaging and connectivity solutions. The merger agreement provided
that the Eagletech Florida stockholders receive 4,882,401 shares and convertible
note holders receive 117,599 shares for a total of 5,000,000 shares of GHE
common stock. At the date of the transaction, GHE had no assets or operations
and had liabilities of approximately $20,000, which were expensed as startup
costs. For accounting purposes, the transaction was treated as a
recapitalization and accounted for as a reverse acquisition. Therefore, the
financial statements of the Company reflect the assets, liabilities and
operations of Eagletech Florida as if it had been the reporting entity since
inception. On June 8, 1999, subsequent to the merger, GHE changed its name to
Eagletech Communications, Inc.

The Company is in the development stage and its efforts through March 31, 2001
were principally devoted to organizational activities, raising capital and
development of its products. Management anticipates incurring substantial
additional losses as it pursues its development efforts. See Note 3 for
management's plan.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS - The Company considers all unrestricted deposits and
highly liquid investments, readily convertible to known amounts, with an
original maturity of three months or less, to be cash equivalents.

PROPERTY AND EQUIPMENT - Property, and equipment are stated at cost. Major
renewals and improvements are capitalized, while maintenance and repairs are
expensed when incurred. The cost and accumulated depreciation for property, and
equipment sold, retired, or otherwise disposed of are relieved from the
accounts, and resulting gains or losses are reflected in income. Depreciation is
computed over the estimated useful lives of depreciable assets using the
straight-line method.

IMPAIRMENT OF LONG-LIVED ASSETS - The Company evaluates the recoverability of
its property and equipment, and other assets in accordance with Statement of
Financial Accounting Standards Board ("FASB") No.121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Live Assets to Be Disposed Of"
("SFAS 121") which requires recognition of impairment of long-lived assets in
the event the net book value of such assets exceeds the estimated future
undiscounted cash flows attributable to such assets or the business to which
such intangible assets relate. When an asset exceeds its expected operating cash
flow, it is considered to be impaired and is written down to fair value, which
is determined based on either discounted future cash flows or appraised values.
No impairments were recognized during the years ended March 31, 2001 and 2000.


                                      F-8
<PAGE>   33
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS - The fair value of the Company's financial
instruments such as cash and cash equivalents, notes payable, accounts payable
and judgments payable approximate their carrying value.

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 the 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. Actual results could differ
from those estimates.

RESEARCH AND DEVELOPMENT EXPENSES - Research and development expenses are
charged to operations as incurred.

ADVERTISING COSTS - Advertising costs are charged to operations as incurred and
were $17,649 in 2001 and $633 in 2000.

INCOME TAX - Income tax assets and liabilities are computed annually for
temporary differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future,
based upon enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. A valuation allowance is
recognized if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax asset will not be realized.
Income tax expense is the tax payable or refundable for the period, plus or
minus the change during the period in deferred tax assets and liabilities.

DEFERRED COMPENSATION - Deferred compensation relates to stock options and is
amortized over the period during which the options become exercisable.

START-UP COSTS - The Company accounts for start up costs in accordance with the
Accounting Standards Executive Committee of the AICPA Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5") which
requires start-up costs, including organizational costs be expensed as incurred.
The Company expensed all start-up costs as incurred.

LOSS PER SHARE - The Company accounts for earnings per share according to
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128") which requires presentation of basic and diluted earnings or loss per
share. Stock options granted during the year were not included in the
computation of net loss per share because the effect of inclusion would be
anti-dilutive due to the Company's net loss. Earnings or loss per share is
computed by dividing net income or loss by the weighted average number of shares
outstanding during the period.

SEGMENT REPORTING - In June 1997, the FASB issued Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131"). This statement requires companies to report
information about operating segments in interim and annual financial statements.
It also requires segment disclosures about products and services, geographic
areas and major customers. The Company determined that it did not have any
separately reportable operating segments as of March 31, 2001 and 2000.


                                       F-9
<PAGE>   34
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPREHENSIVE INCOME - In June 1997, FASB issued Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 established standards for reporting and display of comprehensive income
and its components in a full set of general-purpose financial statements. The
Company had no items of other comprehensive income during the years ended March
31, 2001 and 2000.

RECENT ACCOUNTING PRONOUNCEMENTS - In June 1998, FASB issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 established accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. SFAS 133, as amended by SFAS 137, is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000, with earlier application encouraged. The Company does not currently use
derivative instruments and, therefore, the adoption of SFAS 133 has no impact on
its financial position or results of operations.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements and requires adoption during the year ended December 31,
2001. The Company is currently evaluating the impact of SAB 101 to determine
what effect, if any, it may have on the Company's consolidated financial
position and results of operations.

RECLASSIFICATIONS - Certain amounts from the prior year have been reclassified
to conform to the current presentation.


3.       UNCERTAINTY - GOING CONCERN

The Company experienced losses of $4,408,804 and $10,692,070 during fiscal 2001
and 2000, respectively, and had a net working capital deficiency of $725,626 as
of March 31, 2001. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The Company's continued existence is
dependent upon its ability to resolve its liquidity problems, principally by
obtaining equity funding, commencing sales and achieving profitable operations.

Management's plans in regards to this matter are to change its sales concept and
wholesale its product to telephone companies that will bundle it with its
products and services. The Company has also instituted cost reductions, cut
personnel and deferred expenses. The Company believes these efforts, in
conjunction with raising equity and obtaining loans from related parties, will
improve liquidity and sustain continuing operations.

The Company's prospects are subject to the risks, expenses and uncertainties
frequently encountered by companies in the rapidly evolving telecommunications
markets. These risks include the failure to develop the Company's services, the
rejection of the Company's services by consumers and the inability of the
Company to increase revenues to generate positive cash flow.

The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


                                      F-10
<PAGE>   35
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


4.       PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2001:

<TABLE>
<CAPTION>
                                                                    Estimated
                                                                  useful lives
                                                                  ------------
<S>                                        <C>                    <C>
Office equipment                           $    40,793                5 years
Telecommunications equipment                   419,005                5 years
Telecommunication software                      64,446                3 years
Office and accounting software                 120,625                3 years
Leasehold improvements                          40,241               10 years
Furniture and fixtures                           1,861                7 years
                                           ------------

                                               686,971

   Less:  accumulated depreciation            (157,544)
                                           ------------

                                           $   529,427
                                           ============
</TABLE>

Depreciation expense was $127,739 and $29,805 for the years ended March 31, 2001
and 2000.


5.       CONVERTIBLE DEBT

On March 30, 2000, the Company issued convertible notes in the amount of
$245,000, due in sixty days, with interest at 6%. The notes are convertible into
common stock at $10 per share. The notes were delinquent as of March 31, 2001.

In 1998, the Company issued unsecured convertible notes in the amount of
$88,200, due on demand, with interest accruing at seven percent. During June
1999, the notes were converted at $.75 per share to 117,599 shares of common
stock, and the accrued interest of $12,138 was contributed to capital.


6.       JUDGMENTS PAYABLE

At March 31, 2001, the Company had a judgment relating to an outstanding
irrevocable financing agreement from a credit institution in the amount of
$24,638, for the lease of certain equipment. However, the judgment continues to
accrue interest at the rate of 10%, which is included in accounts payable and
accrued expenses.


                                      F-11
<PAGE>   36
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


7.       RELATED PARTY TRANSACTIONS

During the fiscal year ended March 31, 2001, related parties advanced $10,000 to
the Company. The advances are unsecured and do not bear interest. The advance is
included in due to related parties as of March 31, 2001.


8.       OPERATING LEASES

The Company leases its office space on a month-to-month basis. During the year
ended March 31, 2001, the Company leased additional facilities for use as a
service center containing approximately 1,000 square feet, for ten years,
expiring on September 30, 2009. Rental expense for the year ended March 31, 2001
was $59,831.

Future minimum lease payments for the years ended, March 31,

<TABLE>
<S>                                   <C>
                    2002              $   4,802
                    2003                  4,802
                    2004                  4,802
                    2005                  4,802
                    2006                  4,802
                    Thereafter           16,808
                                      ---------

                                      $  40,818
                                      =========
</TABLE>


9.       RECAPITALIZATION, SALE OF SECURITIES AND OTHER EQUITY TRANSACTIONS

In May 1999, the Company approved a one for three reverse stock split effective
June 9, 1999. All share and per share information has been restated to
retroactively reflect this split. In March 1999, GHE issued 903,450 shares to
individuals pursuant to a private placement.

On April 1, 1999, the Company, pursuant to a private placement offering, sold
3,333,333 shares of common stock for $1,261,000 in cash. In January 2000,
pursuant to a private placement, the Company sold 122,500 share of common stock
for $245,000. Previously issued financial statements included the convertible
notes of $245,000 as equity when in fact there were not converted. This
reclassification had no effect on the net loss or per share loss.

In June 1999, the Company issued 675,402 shares of common stock to officers and
a founding stockholder and recorded a $5,818,768 charge for compensation at the
market value at the date of grant. During August and September of 1999, 60,000
shares of common stock were issued for services performed, totaling $463,125 at
the market value at the date of grant.

In June 1999, the convertible note holders converted their notes to 117,599
shares of common stock (see Note 5).


                                      F-12
<PAGE>   37
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


9.       RECAPITALIZATION, SALE OF SECURITIES AND OTHER EQUITY TRANSACTIONS
         (CONTINUED)

In September 1999, the Company issued 6,888 shares of common stock as payment
for $20,000 of liabilities.

During the fiscal year 2000, the Company issued 150,000 shares of common stock
to the Company's investment banking and public relations firms for services
performed, totaling $1,725,000. In February and March of 2000, the Company
issued 90,000 shares of common stock to consultants for services performed,
totaling $720,000. These stock transactions were expensed at market value on the
date the transactions were approved by the board of directors. Additionally, on
July 21, 1999, the founders contributed 20,000 of their original shares in
payment for $165,000 in professional services, based on the fair market value of
the securities at the time of issue.

On May 19, 2000, the Company completed a private placement of 321,389 shares of
Series A convertible preferred stock for $1,566,315, net of expenses. The
preferred shares may be converted at any time, at the option of the holder, into
common stock of the Company. The conversion price is the lesser of the purchase
price ($6.70 per share) or 80% of the average of the lowest three closing prices
during the twenty trading days prior to conversion. If the conversion price at
the time of any conversion is less than $5.00, then at the option of the
Company, the preferred stock may be redeemed by the Company at a price equal to
120% of the purchase price. The preferred stock is entitled to a 10% annual
dividend. The dividend is payable in cash or in common stock.

In addition, the preferred stockholders received 1.2 warrants for each share of
preferred stock purchased (385,667). The warrants entitle the holders to
purchase common stock at $6.70 per share at any time until May 19, 2003. The
warrants have been valued at $4.99 per warrant or a total of $1,924,478 using
the Black-Scholes formula. As of March 31, 2001, $1,924,478 was expensed for
warrants and paid-in capital increased by the same amount.

In connection with the preferred stock transaction, the company issued to
finders 75,000 warrants with the same terms as the above warrants.

In connection with this transaction, the Company received notes from two
preferred stockholders totaling $400,000. The notes are secured by the preferred
shares, are due May 16, 2002, and bear an interest rate of 8%. The preferred
stockholders prepaid interest of $64,000 for the two-year period. Interest
income of $28,000 was recorded through March 31, 2001.

On June 1, 2000, the Company issued 5,000 shares of common stock as settlement
of a liability. The shares were recorded at market value on June 1, 2000, for a
total of $30,938.

On November 7, 2000, the Company issued 4,445 shares of common stock as
settlement of a lawsuit. The shares were valued at the closing market price on
November 7, 2000, for a total of $6,251.


                                      F-13
<PAGE>   38
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


10.      STOCK OPTIONS

The Company adopted SFAS No. 123, "Accounting for Stock Based Compensation". As
permitted by SFAS No. 123, the Company chose to apply APB Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related interpretations
for stock options issued to employees. Accordingly, no compensation cost has
been recognized for options granted to employees.

As required by SFAS 123, pro forma disclosures regarding net income and earnings
per share must be determined as if the Company had accounted for its employee
stock options under the fair value method. The fair value for these options was
estimated at the date of grant using the Black-Scholes option-pricing model with
the following assumptions used for grants.


<TABLE>
<CAPTION>
                                       2001                       2000
                                       ----                       ----
<S>                                    <C>                        <C>
Risk-free interest                     5.13%                      5.67%
Dividend yield                           -                          -
Expected volatility                    1.75                       1.62
Expected life (years)                    10                          3
</TABLE>

The Company's pro forma information under SFAS 123 for the years ended March 31,
2001 and 2000 was as follows:

<TABLE>
<CAPTION>
                                                   2001              2000
                                                   ----              ----
<S>                                            <C>              <C>
      Net loss: As reported                    $ (4,408,804)    $ (10,692,070)
                     Pro forma                 $ (5,815,804)    $ (10,847,110)
      Net loss per share - As reported         $      (0.43)    $       (1.14)
                         Pro forma             $      (0.56)    $       (1.15)
</TABLE>

During 1999, the Company granted to officers' stock options for 200,000 shares
of common stock at an exercise price of $2.00 per share. Options for 100,000
shares were fully vested and became exercisable on June 1, 2000 and the other
100,000 shares were fully vested and became exercisable on December 31, 2000.
The difference between fair market value and the options price of $554,004 was
recorded as deferred compensation and expensed ratably over the vesting period.

On January 25, 2001, the Company granted to an employee stock options for
100,000 shares of common stock at an exercise price of $.92 per share. The
options vested immediately and expire on January 25, 2011.

In May 2001, the Company granted to three directors stock options for 25,000
shares at an exercise price of $2.50 and reprised on January 25, 2001 to $.92.
The options vested immediately and expire on May 2010. On January 25, 2001, the
Company granted to six directors stock options for 250,000 shares of common
stock at an exercise price of $.92. The options vested immediately and expire on
January 25, 2011.


                                      F-14
<PAGE>   39
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


10.      STOCK OPTIONS (CONTINUED)

The following table summarizes stock options outstanding and exercisable for the
year ended March 31, 2001:

<TABLE>
<CAPTION>
           Outstanding stock options                Exercisable stock options
           -------------------------                -------------------------
                         Weighted                          Weighted
                          average    Weighted               average     Weighted
Exercise                 remaining    average              remaining    average
  price                 contractual  exercise             contractual   exercise
  range       Shares       life        price     Shares      life        price
  -----       ------       ----        -----     ------      ----        -----
<S>         <C>         <C>          <C>       <C>        <C>          <C>
 $  0.92    1,675,000      9.80      $   0.92  1,675,000     9.80      $   0.92
 $  2.00      100,000      8.75      $   2.00    100,000     8.75      $   2.00
</TABLE>

A summary of changes in common stock options during 2001 and 2000 are:

<TABLE>
<CAPTION>
                                              2001                  2000
                                              ----                  ----
                                                  Weighted              Weighted
                                                  average               average
                                                  exercise              exercise
                                        Shares     price      Shares     price
                                        ------     -----      ------     -----
<S>                                  <C>          <C>       <C>         <C>
Outstanding at the beginning
   of the year                          200,000     $2.00            -   $   -
Granted                               1,675,000       .92      200,000    2.00
Exercised                              (100,000)     2.00            -       -
                                     ----------     -----   ----------   -----

Outstanding at the end of the year    1,775,000     $ .98      200,000   $2.00
                                     ==========     -----   ==========   =====

Exercisable at the end of the year    1,775,000     $ .98            -   $   -
                                     ==========     =====   ==========   =====

Weighted average fair
   value of options granted          $      .98                  $2.00
                                     ==========             ==========
</TABLE>


                                      F-15
<PAGE>   40
                         EAGLETECH COMMUNICATIONS, INC.,
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


11.      INCOME TAXES

At March 31, 2001, the Company had available operating loss carryforwards for
federal and state taxes of approximately $15,100,000, which could be applied
against taxable income in subsequent years through 2021. The tax effect of the
net operating loss is approximately $5,682,000 and a full valuation allowance
was recorded since realization is uncertain.

Reconciliation of the differences between income taxes computed at the federal
statutory tax rates and the provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                           2001               2000
                                       -----------        -----------
<S>                                    <C>                <C>
Income taxes computed at federal
   statutory tax rate of 34%           $ 1,499,000        $ 3,635,000
State tax provision, net of
   federal benefits                        160,000            388,000
Change in valuation allowance           (1,659,000)        (4,023,000)
                                       -----------        -----------

Provision for income taxes             $         -        $         -
                                       ===========        ===========
</TABLE>


Temporary differences that give rise to significant deferred tax assets are as
follows:

<TABLE>
<CAPTION>
                                          2001                2000
                                      ------------        ------------
<S>                                   <C>                 <C>
Net operating loss carryforward       $ 15,100,000        $ 10,692,000
                                      ------------        ------------

Total deferred tax assets               15,100,000          10,692,000
                                      ------------        ------------

Valuation allowance                    (15,100,000)        (10,692,000)
                                      ------------        ------------

Net deferred tax asset                $          -        $          -
                                      ============        ============
</TABLE>


12.      COMMITMENTS

EMPLOYMENT AGREEMENTS - On September 30, 1999, the Company entered into an
employment agreement with the Director of Technology for three years commencing
October 1, 1999. The agreement included a signing bonus of $7,500 and an initial
annual compensation of $90,000. Commencing October 1, 2000, the annual
compensation is $100,000. In addition, the Company agreed to pay incentive
compensation equal to one percent of the Company's pre-tax earnings in excess of
$750,000.


                                      F-15
<PAGE>   41
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The directors and officers of Eagletech are as follows:

<TABLE>
<CAPTION>
Name                         Age        Position
----                         ---        --------
<S>                          <C>        <C>
Rodney E. Young              50         President and Director

Kenneth L. Payne             42         Director

James R. Payne               53         Director

J. Sherman Henderson         53         Director

Robert H. Clarkson           58         Director

Christopher P. Flannery      43         Director
</TABLE>


RODNEY E. YOUNG. Mr. Young is a founder of Eagletech and has been engaged in
developing Eagletech's technology since 1996. From 1989-1996, Mr. Young was
owner and president of Eagle/Century Development Corp., Fort Lauderdale,
Florida. There he developed the concept behind the EagleOne(TM) service.

KENNETH L. PAYNE. Kenneth L. Payne became a director of Eagletech in September,
1999. Since 1989, Mr. Payne has served as Vice President and General Manager for
Main Street Realty Inc., a real estate development company in Knoxville,
Tennessee.

         Mr. Payne is a licensed Certified Public Accountant (CPA) and is a
member of the American Institute of Certified Public Accountants, the Kentucky
Society of CPAs, where he has also served as a member of the Federal Taxation
Committee, and the Tax division of the AICPA. Mr. Payne is a graduate of the
University of Louisville and is a native of Louisville.

CHRISTOPHER P. FLANNERY. Mr. Flannery was named a director of Eagletech in
September, 1999. Mr. Flannery has practiced corporate and business law, with an
emphasis on securities, since 1984, first in New York and now in Philadelphia.
Mr. Flannery is an attorney with Astor, Weiss, Kaplan & Rosenblum, LLP in Center
City Philadelphia. Mr. Flannery has written for Philadelphia Enterpriser
Magazine and Mergers & Acquisitions. Mr. Flannery has been a principal speaker
in numerous programs for the profession and for entrepreneurs on corporate
finance and securities issues.

         Mr. Flannery graduated from the Cornell Law School in 1981. In 1978,
Mr. Flannery received his B.A., magna cum laude, from LeMoyne College in
Syracuse, New York majoring in History and French, with minors in Political
Science and Philosophy.

JAMES R. PAYNE. Mr. Payne was appointed as a director in January 2001. Mr.
Payne is a co-founder of Eagletech Communications and has been associated with
the company since 1996.

J. SHERMAN HENDERSON. Mr. Henderson was appointed as a director in January 2001.
Mr. Henderson is CEO and President of Lightyear Communications, Louisville, KY.
In February 2001 Lightyear Communications announced a merger with Vartec
Communications, Dallas, TX. Mr. Henderson will assume the post of President of
Business Services for the merged company.

ROBERT H. CLARKSON. Mr. Clarkson was appointed as a director in January 2001.
Mr. Clarkson has operated Robert H. Clarkson Insurance Agency LLC in Louisville,
KY for over 30 years, and has established his agency as the world's largest fast
food franchise insurer.

         The above listed directors will serve until the next annual meeting of
the stockholders or until their death, resignation, retirement, removal, or
disqualification, and until their successors have been duly elected and
qualified. Our executive officers serve at the discretion of the Board of
Directors. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of Eagletech serve at the will of the
Board of Directors. There are no agreements or understandings for any officer or
director to resign at the request of another person and no officer or director
is acting on behalf of or will act at the direction of any


                                       21
<PAGE>   42
other person. There is no family relationship between any executive officer or
director of Eagletech.

Board Committees. The Board of Directors has not yet established any committees.
The Board intends to establish a Compensation Committee and an Audit Committee
at the next meeting of the Board of Directors.

Compensation Committee Interlocks And Insider Participation. The Board has not
yet established a Compensation Committee. The Board of Directors as a whole
performs this function.

Director Compensation. Eagletech's directors do not receive any cash or other
compensation for their service as members of the Board of Directors, although
they are reimbursed for travel and lodging expenses in connection with
attendance at Board meetings.


ITEM 11. EXECUTIVE COMPENSATION.

Executive Compensation. The following table sets forth the compensation received
for services rendered to Eagletech during the fiscal year ended March 31, 2001
by our Chief Executive Officer. Eagletech had no officers who earned more than
$100,000 during the fiscal year ended March 31, 2001.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
Name And Principal     Annual    Compensation   Other Annual    Long-Term     All Other
Position              Salary($)    Bonus($)     Compensation   Compensation     Awards
--------              ---------    --------     ------------   ------------     ------
                          Compensation
                          ------------
<S>                   <C>        <C>            <C>            <C>            <C>

Rodney E. Young        $90,200       $   0           None          None        $______
</TABLE>


         Eagletech did not pay to our Chief Executive Officer or any executive
officer any compensation intended to serve as incentive for performance to occur
over a period longer than one year pursuant to a long-term incentive plan in the
fiscal year ended March 31, 2001. Eagletech does not have any defined benefit or
actuarial plan with respect to our Chief Executive Officer or any executive
officer under which benefits are determined primarily by final compensation and
years of service.


                                       22
<PAGE>   43
OPTION GRANTS

         Eagletech issued options to its Chief Executive Officer in the fiscal
year ended March 31, 2001.

<TABLE>
<CAPTION>
NAME            NUMBER OF SHARES    EXERCISE PRICE    EXPIRATION DATE
----            ----------------    --------------    ---------------
<S>             <C>                 <C>               <C>

Rodney Young    250,000             $0.92             January 25, 2011
</TABLE>

         None of Eagletech's directors receives any cash compensation for their
respective services rendered to Eagletech as directors, nor have they received
such compensation in the past. They all have agreed to act without cash
compensation until authorized by the Board of Directors. Further, none of the
directors is accruing any other compensation under any agreement with Eagletech.
On May   , 2000, the non-employee directors received options to purchase 25,000
shares at an exercise price of $7.20, which on January 25, 2001 was reduced to
$0.92, expiring May   , 2010. On January 25, 2001, the Board granted all of the
directors options to purchase 250,000 shares of common stock at an exercise
price of $0.92 per share, expiring January 25, 2011.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Certain Members of Eagletech's board of directors are associated with
other firms involved in a range of business activities. Consequently, there are
potential inherent conflicts of interest in their acting as directors of
Eagletech. Insofar as the directors are engaged in other business activities,
management anticipates they will devote only a minor amount of time to
Eagletech's affairs.

         The directors of Eagletech are now, and may in the future become
stockholders, officers or directors of other companies that may be engaged in
business activities similar to those conducted by Eagletech. Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of Eagletech or other entities. Moreover,
additional conflicts of interest may arise with respect to opportunities which
come to the attention of such individuals in the performance of their duties or
otherwise. Eagletech does not currently have a right of first refusal pertaining
to opportunities that come to it's non- employee director attention insofar as
such opportunities may relate to Eagletech's business operations.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
Exhibit
No
-------
<S>       <C>
(3)       Articles of Incorporation and By-Laws
</TABLE>




                                       23
<PAGE>   44
<TABLE>
<S>       <C>
          3.1    Articles of Incorporation +

          3.2    By-Laws *

(10)      Material Contracts

          10.1   Consulting Agreement with LBC Capital, Inc. +

          10.2   Services Agreement with BellSouth Telecommunications, Inc. +

          10.3   Employment Agreement with Robert J. Dobbs +

          10.4   Employment Agreement with Rodney Young +

          10.5   Employment Agreement with Robert Bergman +

(21)      Subsidiaries of the Registrant

          21.1   Subsidiaries of the Registrant +
</TABLE>










----------
+     Filed with the Company's initial filing on Form 10-SB filed February 1,
      2000.

*     Filed with the Company's Amendment No. 1 to its Form 10-KSB on June 27,
      2000.




                                       24
<PAGE>   45
                                   SIGNATURES


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


Date: August 14, 2001                       EAGLETECH COMMUNICATIONS, INC.



                                          BY: /s/ RODNEY YOUNG
                                              ---------------------------------
                                                  Rodney Young, President






                                       25
<PAGE>   46
                                    EXHIBITS






















                                       26