UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------



                                 AMENDMENT NO. 2
                                       TO
                                    FORM 10-K


(MARK ONE)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
            EXCHANGE ACT OF 1934

   |X|      FOR THE PERIOD ENDED DECEMBER 31, 2000

                                       OR

   |_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
            AND EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________
            TO ____________

                         COMMISSION FILE NUMBER 0 - 1325

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

                               VICOM, INCORPORATED
             (Exact name of registrant as specified in its charter)

                                    MINNESOTA
         (State or other jurisdiction of incorporation or organization)

                                  41 - 1255001
                        (IRS Employer Identification No.)

              9449 SCIENCE CENTER DRIVE, NEW HOPE, MINNESOTA 55428
                    (Address of principal executive offices)

                   TELEPHONE (763) 504-3000 FAX (763) 504-3060

                The Company's Internet Address: www.vicominc.net
     (Registrant's telephone number, facsimile number, and Internet address)

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:
<PAGE>


                    Common Stock ($0.01 par value per share)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes |X|     No |_|

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by references in Part III of this Form 10-K or any
amendment to this Form 10-K / /

         As of March 15, 2001, the aggregate market value of the voting stock
held by non-affiliates of the registrant, computed by reference to the average
high and low prices on such date as reported by the Nasdaq Smallcap was
approximately $16,303,810.

         As of March 15, 2001, there were 7,994,193 outstanding shares of the
registrant's common stock, par value $0.01 per share.

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


                       Documents Incorporated By Reference

         Portions of the registrant's definitive proxy statement to be filed
within 120 days after the end of the fiscal year covered by this report are
incorporated by reference into Part III hereof.

                                Table of Contents
                                                                            Page
Part I             Item 1.  Business
                            Summary
                            Industry Overview
                            Products and Services
                            MultiBand, Inc.
                   Item 2.  Properties
                   Item 3.  Legal Proceedings
                   Item 4.  Submission of Matters to a Vote of
                              Security Holders
Part II
                   Item 5.  Market for the Registrant's Common
                              Equity and Related Shareholder Matters
                   Item 6.  Selected Financial Data
                   Item 7.  Management's Discussion and Analysis of
                              Financial Condition and Results of
                              Operations
                  Item 7A.  Quantitative and Qualitative Disclosures
                              About Market Risk
                   Item 8.  Financial Statements and Supplementary
                              Data
                   Item 9.  Changes in Financial Disclosure and
                              Disagreements with Accountants on
                              Accounting
Part III
                  Item 10.  Directors and Executive Officers of the
                              Registrant
                  Item 11.  Executive Compensation
                  Item 12.  Security Ownership of Certain Beneficial
                              Owners and Management
                  Item 13.  Certain Relationships and Related
                              Transactions
Part IV
                  Item 14.  Exhibits, Financial Statement Schedules,
                              and Reports on Form-8k
                            Signatures


                                       3
<PAGE>


ITEM 1
BUSINESS SUMMARY

         Vicom, Incorporated (Vicom) is a Minnesota corporation formed in
September 1975. Vicom is the parent corporation of three wholly-owned
subsidiaries, Corporate Technologies, USA, Inc. (CTU), MultiBand, Inc.
(MultiBand), and Vicom Midwest Telecommunication Systems, Inc. (VMTS). VMTS was
not active as of January 1, 2000.

         Vicom completed an initial public offering in June 1984. In November
1992, Vicom became a non-reporting company under the Securities Exchange Act of
1934. In July 2000, Vicom regained its reporting company status.

         Vicom's website is located at: www.vicominc.net.

         Vicom recently expanded its efforts to establish itself within the
rapidly evolving telecommunications and computer industries. Effective December
31, 1998, Vicom acquired the assets of the Midwest region of Enstar Networking
Corporation (ENC), a data cabling and networking company. In late 1999, in the
context of a forward triangular merger, Vicom, to expand its range of computer
products and related services, purchased the stock of Ekman, Inc. d/b/a
Corporate Technologies, and merged Ekman, Inc. into the newly formed surviving
corporation, Corporate Technologies, USA, Inc. (CTU). MultiBand, Inc. is in the
start-up phase and was incorporated in February 2000.

         Vicom and CTU provide voice, data and video systems and services to
business and government. MultiBand, Inc. provides voice, data and video services
to Multiple Dwelling Units (MDU's).

         Vicom has provided clients with telephone communications products and
services since its inception in 1975. As of March 15, 2001, Vicom was providing
telephone equipment and service to more than 1,000 customers, with approximately
10,000 telephones in service. In addition, CTU provides computer products and
services to approximately 3,500 customers. Telecommunications systems
distributed by Vicom are intended to provide users with flexible, cost-effective
alternatives as compared to systems available from major telephone companies,
including those formerly comprising the Bell System and from other interconnect
telephone companies.

         CTU provides a full range voice, data and video communications systems
and service, system integration, training and related communication sales and
support activities for commercial, professional and institutional customers,
most of which are located in Minnesota, North Dakota, South Dakota and Nebraska.
Vicom purchases products and equipment from NEC America, Inc. (NEC), Cisco
Systems, Inc. (Cisco), Nortel Networks Corp. (Nortel), ECI Telecommunications,
Inc. (ECI), and other manufacturers of communications and electronic products
and equipment. Vicom uses these products to design telecommunications systems to
fit its customers' specific needs and demands.

         The products sold by Vicom and CTU include Private Branch Exchange
(PBX), telephone systems, hubs and routers used as interconnection devices in
computer networks, personal computers, desktop video-conferencing units, and the
wire and cable products required to make all the other aforementioned products
integrate and operate as necessary. Vicom and CTU have trained staff that
install, maintain and repair the products we sell. Repair of products is
performed under either a time and materials basis or an extended service
contract basis, at the customer's election, once the manufacturer's original
warranty on a product has expired.


<PAGE>


         Extended service contracts offered by Vicom and CTU generally range in
length from 12 to 36 months. The contracts provide for repair or replacement of
all broken or non-working materials and the labor necessary to make such repairs
or replacements, subject to exceptions for customer abuse or negligence and
problems due to fire, flood or other causes beyond Vicom and CTU's control.


INDUSTRY OVERVIEW

         Vicom recently expanded its efforts to establish itself within the
rapidly evolving telecommunications and computer industries.

         In the current climate of intense global competition and accelerating
technological change, businesses increasingly depend upon technology-based
solutions to enhance their competitive position, and to improve their
productivity and the quality of their products and services. Today's business
environment mandates the availability of efficient voice and video communication
channels and information in formats suited to a wide variety of users.
Businesses are looking to a variety of new technologies to enhance the
performance of their communication systems and to allow Information Technology
(IT) systems to collect, analyze and communicate information within the
enterprise and among customers and suppliers. An organization's ability to
integrate and deploy new communication and IT technologies in a unified and
cost-effective manner has become critical to competing successfully in today's
rapidly changing business environment.

         While organizations recognize the importance of communication and IT
systems in this business environment, the selection, implementation,
customization and maintenance of these systems are becoming more complex and the
resources required to perform these tasks are becoming increasingly scarce.
Faced with a shortage of qualified technical resources and great demands to
implement the latest technology, customers are increasingly relying on outside
vendors to provide the necessary resources. By outsourcing communication and
information technology (IT) services, companies are able to focus on their core
businesses; access specialized technical skills; implement solutions more
rapidly; benefit from flexible staffing; and reduce the cost of recruiting,
training and retaining communication and IT professionals.

         As a result of these factors, demand for communication and IT services
and products has grown significantly. For calendar year 1999, Philips InfoTech
(InfoTech), a market research firm specializing in telecommunications market
information, estimates that the U.S. market for switching, maintenance and
professional services and application equipment was over $17 billion, and the
U.S. market for telecommunications maintenance and professional services and
application equipment was estimated to be $4 billion. As customers seek the
competitive advantages that advanced communication and computer telephony
integration can deliver, growth of certain segments of call processing are
expected to be particularly strong. According to InfoTech, between 1999 and
2004, the U.S. Market for voice mail, interactive voice response units,
automated call distribution equipment and other telecommunication peripherals
and applications is expected to grow at a compound annual growth rate of
approximately 7.5%. By 2004, the U.S. market for these associated applications
and peripherals is projected to be over $10 billion. The 1999 worldwide market
for IT services was estimated at $605 billion and is projected to grow to $1.3
trillion by 2004, according to DataQuest, Inc., a unit of Gartner Group, the
world's premiere business technology advisor. The market will continue to be
fueled by end-user demand for external service providers for everything from
product support to e-business transformation services to business process
outsourcing. Business management services are projected to achieve the fastest
growth at a compound annual growth rate of 25% through 2004.


<PAGE>


         The markets and technologies for communication equipment and IT
applications and systems continues to converge as communication equipment
migrates from proprietary switches to software-driven systems operating on
standardized computer platforms. As a result, businesses are integrating their
communication and IT systems. In addition, many middle-market and Fortune 500
companies rely on multiple, often specialized providers, where there is no
distinct responsible party, creates vendor relationships that are difficult and
expensive to manage and adversely impacts the quality and compatibility of
communications and IT solutions. As previously separate communication and IT
technologies converge and their interoperability increases, more organizations
will seek a unified technology solution. Vicom believes that these organizations
will attempt to reduce costs and management complexity by establishing
relationships with a small number of providers that offer a broad range of both
communication and IT products and services throughout the full life-cycle of a
project.


PRODUCTS AND SERVICES

VICOM AND CORPORATE TECHNOLOGIES, USA (CTU)

         Vicom and CTU provide other technical and customer services as
described hereafter.

PRICING AND AVAILABILITY

         We use our volume and purchasing power to achieve competitive pricing
of goods for our clients. We have the ability to provide a web-based client site
that allows clients to see availability and costs of hardware and software in
real time through the Internet by accessing current pricing and availability
from our manufacturers' Internet websites. This Internet-based model allows us
to extend product procurement services beyond the traditional 8 a.m. to 5 p.m.
schedule and into a 7 days a week, 24 hours a day service, providing a high
level of client flexibility.

WARRANTY POLICY

         We strongly believe in the philosophy of "Service what you sell." We do
not knowingly sell any hardware product that we do not have authorized service
personnel to facilitate any warranty work that needs to be done. We are
committed to fulfill all warranty service calls in accordance with the
manufacturer's warranty, which range in length from 30 days to one year from the
date of sale.

ON SITE AND DEPOT REPAIR

         CTU is authorized for depot and on site warranty repair for many
manufacturers, including Apple Computers, Nortel, Inc., Cisco, Hewlett Packard
Co., International Business Machines Corp. (IBM), Sun Microsystems, Inc., Compaq
Computer Corp., Xerox Corp., and Okidata Corp. With over $500,000 in spare parts
inventory, we have made a conscious effort to have the part clients need, when
they need it.

WIDE AREA NETWORK CONNECTIVITY

         Our staff of Cisco and Nortel Wide Area Network (WAN) trained engineers
assist organizations with integrating their multiple sites, allowing the
exchange of information between geographically separated sites. Our association
with local Internet Service Providers (ISPs) gives us the opportunity to offer


<PAGE>


organizations with multiple locations a single source provider providing a
cost-effective solution to WAN needs.


TECHNICAL SUPPORT FOR NETWORKING

         We are committed to obtaining the highest vendor authorizations
available to indicate our knowledge and expertise to today's complex
technological environment. Becoming the only Microsoft Solution Partner, Novell
Platinum Reseller and Sun Microsystems Competency 2000 Certified reseller in
North Dakota is an indication of this commitment. Our staff of Certified Novell
Engineers (CNEs), Microsoft Certified System Engineers (MCSEs), Sun Microsystems
System Engineers, as well as certified personnel in products such as Nortel and
Cisco routers, gives CTU an advantage over other resellers in North Dakota. The
knowledge and skills of our system engineers helps organizations meet today's
challenges and maintain a market advantage. Our close relationships and
certification levels with our vendors gives our staff access to resources that
few other value added resellers can provide.

TRAINING

         CTU is both a Novell Authorized Education Center (NAEC) and a Microsoft
Certified Technical Education Center (CTEC). We also provide A+ Certification
training and end-user training on most of today's most popular business
productivity software, either on site or at our Training Center. These
facilities allow CTU and our clients to stay current in today's ever-changing
technology environment. We will be evaluating opportunities to expand our
training center revenues to the other markets we serve.

CONSULTING

         As a multi-service, multi-vendor, multi-site integrator, CTU has the
extensive infrastructure to offer solutions to complex technical challenges
through our consulting service. With years of experience in Local Area Networks
(LAN) and WAN technology, our consultants are dedicated to finding the solution
that will solve our customers' needs now and in the future. We specialize in
providing an integrated cost-effective, single source solution.

SALES AND MARKETING

         As of March 15, 2001, we had 40 sales and marketing personnel with
expertise in telecommunications, computers and network services. Vicom has a
consultative approach to selling, in which the salesperson analyzes the
customer's operations and then designs an application-oriented technical
solution to make the customer more efficient and profitable. Vicom uses several
techniques to pursue new customer opportunities, including advertising,
participation in trade shows, seminars and telemarketing.

CUSTOMERS


         Vicom and CTU provide its products and services to commercial,
professional and government users within the states of Minnesota, North Dakota,
South Dakota and Nebraska. Vicom's customers are diverse and represent various
industries such as financial services, hospitality, legal, manufacturing, and
education. Vicom received approximately 27% of all revenues from two customers
in the year 2000. These two customers are Great Plains Software and the State of
North Dakota In 1999, no one customer provided 10% or more of Vicom's total
revenues. In 1998, one customer, Minneapolis Public Schools, provided 15% of
Vicom's revenues. In its year ended June 30, 1999, Ekman, Inc. (the predecessor
company


<PAGE>


to CTU) received 23% and 10% of its revenues, respectively, from two major
customers, Great Plains Software and Meritcare Health Systems. In its year ended
June 30, 1998, those two customers provided Ekman, Inc. with 7% and 26% of total
revenues, respectively.


CUSTOMER SERVICE

         CTU has eight full-time customer service personnel who assist in
project management duties, post-sale communications (which include site
surveys), coordinated network services, and end-user training. Each key account
is assigned its own individual customer service representative to ensure
efficient implementation. The customer service representative works closely with
the sales representative and main technician assigned to the project to
facilitate the utmost in customer satisfaction.

BACK OFFICE

         Back office refers to the hardware and software systems that support
the primary functions of our operations, including sales support, order entry
and provisioning, and billing.

         Order entry involves the initial loading of customer data into our
information system. Currently our sales representatives take orders and our
customer service and purchasing representatives load the initial customer
information into our ILS (Integrated Logistic System) billing and accounting
system. We use the ILS to manage and track the timely completion of each step in
the provisioning and installation process. Our system is designed to enable the
sales or customer service representative to keep an installation on schedule and
notify the customer of any potential delays. Once an order has been completed,
we update our billing system to initiate billing of installed products or
services.

SUPPLIERS

         As previously mentioned, Vicom purchases products and equipment from
NEC, ECI, Cisco, Nortel, and other manufacturers of communications and computer
products. The telecommunication products are purchased directly from the
manufacturers. The computer products are purchased both directly from the
manufacturer and also indirectly from major wholesalers such as Pinacor, Ingram
Micro and Tech Data Corporation.

         In 2000, Ingram Micro supplied 24% and Tech Data provided 18% of total
products purchased. In 1999, Tech Data supplied 34% and NEC supplied 18% of
Vicom's total products purchased. In 1998, NEC supplied 60% and ECI supplied 19%
of Vicom's total products purchased. In its year ended June 30, 1999, Pinacor
supplied 42% and Ingram Micro supplied 21% of Ekman Inc.'s (the predecessor to
CTU) total products purchased. In its year ended June 30, 1998, Pinacor supplied
34%, Ingram Micro supplied 17%, and Synnex supplied 11% of Ekman, Inc.'s total
products purchased.

         The products Vicom and its subsidiary, CTU, purchase are off-the-shelf
products. Vicom and CTU have several alternate suppliers of computer products
and could substitute any one of these suppliers with an alternate supplier
fairly quickly on the same or similar terms.

         CTU has a distribution agreement with NEC, its main supplier of
telecommunication products, which expires June 30, 2001. CTU could replace NEC
with an alternate supplier fairly quickly, but with a less competitive product.
However, CTU's replacement of NEC could have a material adverse effect on
Vicom's business, operating results and financial condition.


<PAGE>


MULTIBAND

         We have expanded our strategy to include the vast potential of the
multi dwelling unit (MDU) market. Our experience in this market suggests that
property owners and managers are currently looking for a solution that will
satisfy two pressing concerns. The first problem that they are dealing with is
how to satisfy the residents who desire to bring satellite television service to
the unit without creating an eyesore or a structural/maintenance problem. The
second is how to allow competitive access for local and long distance telephone
cable television and Internet services. Our MultiBand(sm) offering addresses
these problems and provides the consumer several benefits, including:

         o        Lower Cost Per Service

         o        Blended Satellite and Cable Television Package

         o        Multiple Feature Local Phone Services (features such as call
                  waiting, call forwarding and three-way calling)

         o        Better than Industry Average Response Times

         o        One Number for Billing and Service Needs

         o        One Bill for Local, Long Distance Cable Television and
                  Internet

         o        "Instant On" Service Availability

         As we develop and market this package, we will keep a marketing focus
on two levels of customer for this product. The primary decision-makers are the
property owners/managers. Their concerns are focused on delivering their
residents reliability, quality of service, short response times, minimized
disruptions on the property, minimized alterations to the property and value
added services. Each of these concerns is addressed in our contracts with the
property owner, which include annual reviews and 10 to 20 year terms as service
providers on the property. The secondary customer is the end-user. We will
provide the property with on-going marketing support for their leasing agents to
deliver clear, concise and timely information on our services. This will include
simple sign up options that should maximize our penetration of the property.

MULTIBAND INDUSTRY ANALYSIS

         All statistics in this section were taken from the 1998 statistical
abstract of the United States; communications and information technology
section, authored by the U.S. Census Bureau.

CABLE AND PAY TELEVISION

         The U.S. Census Bureau has reported that as of December 31, 1997, the
last official year reported, there were more than 64,210,000 cable and pay TV
subscribers in the United States, with an average bill of $26.48 per month each.
Vicom estimates, based on the aforementioned U.S. Census Bureau data, that this
equates to annual cable and pay television billing revenues of more than $20
billion. The U.S. Census Bureau has also estimated that consumer spending on
cable and pay television for the year ended December 31, 1998 surpassed $31.8
billion. Projections compiled by the U.S. Census Bureau indicate that by 2001,
consumer spending per person for cable and pay television will reach $196.62 or
over $55 billion annually.


<PAGE>


TELEPHONE

         According to the U.S. Census Bureau, as of December 31, 1996, there
were more than 104,000,000 residential access lines with an average monthly bill
of $19.58 or $24 billion. This accounted for 93.8% of American homes. In the
same year, total toll service revenues for interstate long distance reached $82
billion.

INTERNET

         According to the U.S. Census Bureau, the average annual spending per
person in the United States in 2001 for Internet services is estimated to be
$49.32. This is based on a projected population of more than 280,000,000 people,
which equates to approximately $13.8 billion.

SUMMARY

         When taken as a whole, and based on Vicom's interpretations of U.S.
Census Bureau statistics, these services could generate over $170 billion
annually by the end of 2001. These statistics indicate stable growing markets
with demand that is likely to deliver significant values to businesses that can
obtain a subscriber base of any meaningful size.

STRATEGY

         For the near future, the services described below will be offered only
in the state of Minnesota.

LOCAL TELEPHONE SERVICE

         Our primary competition will come from the local incumbent providers of
telephone and cable television services. In Minnesota, we expect to compete with
Qwest (Qwest) for local telephone services and with MediaOne Group, Inc. (Media
One) for PAY-TV customers. Although Qwest has become the standard for local
telephone service, we believe we have the ability to underprice their service
while maintaining high levels of customer satisfaction.

CABLE TELEVISION SERVICE

         MediaOne is the cable television service provider that has resulted
from the merger and acquisition of three competitive cable providers. This
actually has improved the overall continuity of service. However, we have a
significant consumer benefit in that we are establishing private rather than
public television systems, which allows us to deliver a package that is not
laden with local "public access" stations that clog the basic service package.
In essence, we will be able to deliver a customized service offering to each
property based upon pre-installation market research that we perform.

LONG DISTANCE TELEPHONE SERVICE

         AT&T Corp., MCI WorldCom Inc., and Sprint Corp. are our principal
competitors in providing long distance telephone service. They offer new
products almost weekly. Our primary concern in this marketplace is to assure
that we are competitive with the most recent advertised offerings in the "long
distance wars." We will meet this challenge by staying within a penny of the
most current offering, while still maintaining a high gross margin on our
product. We accomplish this through various carrier agency associations. We
expect to generate a high penetration in our long distance services amongst our
local service subscribers because private property owners in the shared tenant
environment (similar to a hotel environment) are not required to offer multiple
long distance carriers to their tenants.


<PAGE>


INTERNET ACCESS SERVICE

         The clear frontrunners in this highly unregulated market are America
Online, Inc. and CompuServe Corp. They compete with local exchange carriers,
long distance carriers, Internet backbone companies and many local ISPs
(Internet Service Providers). Competition has driven this to a flat rate
unlimited access dial-up service market. The general concern among consumers is
the quality of the connection and the speed of the download. Our design provides
the highest connection speeds that are currently available. The approach that we
will market is "blocks of service." Essentially, we deliver the same high bit
rate service in small, medium and large packages, with an appropriate per unit
cost reduction for those customers that will commit to a higher monthly
expenditure.

MARKET DESCRIPTION

         We are currently marketing MultiBand(sm) to MDU properties throughout
Minnesota. We are focusing on properties that consist of 50 or more units. We
will target properties that range from 50 to 150 units on a contiguous MDU
property for television and Internet access only. We will survey properties that
exceed 150 units for the feasibility of local and long distance telephone
services.

         We are initially concentrating on middle to high-end rental complexes.
We are also pursuing selected college campus apartment buildings and resort area
condominiums. A recent U.S. Census Bureau table indicates that there are more
than 65,000 properties in the United States that fit this profile. Assuming an
average of 100 units per complex, our focus is on a potential subscriber base of
6,500,000.

         A recent PROPERTY OWNERS AND MANAGER SURVEY, published by the U.S.
Census Bureau and dated March 28, 2000, shows that the rental properties are
focusing on improving services and amenities that are available to their
tenants. These improvements are being undertaken to reduce tenant turnover,
relieve pricing pressures on rents and attract tenants from competing
properties. We believe that most of these owners or managers are not interested
in being "in the technology business" and will use the services that we are
offering. Various iterations of this package will allow the owners to share in
the residual income stream from the subscriber base.

BACKLOG

         At December 31, 2000, MultiBand was committed to approximately
$6,000,000 and $30,000,000 of future equipment installations under contractual
and non-contractual letter of intent arrangements, respectively. The Company's
timetable for completing and its ability to complete these installations is
contingent on its ability to raise additional debt and/or equity financing
necessary to fund the installations.

EMPLOYEES

         As of March 15, 2001, Vicom employed four full-time management
employees. As of that same date, CTU had 138 full-time employees, consisting of
40 in sales and marketing, 79 in technical positions, 8 in customer service, 5
in management and 6 in administration and finance. As of March 15, 2001,
MultiBand, Inc. has nine full-time employees, one in sales and the rest in
operations.


<PAGE>


ITEM 2:

PROPERTIES

         Vicom and its subsidiaries lease principal offices located at 1700 42nd
Street SW, Fargo, ND 58013 and 9449 Science Center Drive, New Hope, Minnesota
55428. Vicom also leases a satellite office in Fargo consisting of approximately
3,800 square feet of space under a lease with a term that expires in July 2002.
Vicom also has offices staffed with five or fewer employees in Sioux Falls,
South Dakota, Omaha, Nebraska, and Bismarck, North Dakota We have no foreign
operations. The main Fargo office lease expires in 2001 and covers approximately
20,000 square feet. The Fargo base rent is $18,550 per month. The New Hope
office lease expires in 2006 and covers approximately 47,000 square feet. The
New Hope base rent is $12,750 per month. Both the New Hope and main Fargo leases
have provisions that call for the tenants to pay net operating expenses,
including property taxes, related to the facilities. Both offices have office,
warehouse and training facilities.

         Vicom considers its current facilities adequate for its current needs
and believes that suitable additional space would be available as needed.

ITEM 3:

LEGAL PROCEEDINGS

         As of December 31, 2000, Vicom was not engaged in any material pending
legal proceedings.

ITEM 4:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company did not submit matters to a vote of security holders during
the last quarter of the fiscal year covered by this report.


<PAGE>


ITEM 5:

MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

         Through May 17, 2000, Vicom's common stock was traded and quoted on the
OTC Bulletin Board(R) ("OTCBB") under the symbol "VICM." From May 18, 2000 until
August 21, 2000, the common stock was quoted under the VICM symbol on the Pink
Sheets(R) operated by Pink Sheets LLC. From August 21, 2000, to March,
2001,Vicom's common stock was traded and quoted on the OTCBB under the VICM
symbol. Presently, the stock has been traded and quoted on the Nasdaq Smallcap
market system. The table below sets forth the high and low bid prices for the
common stock during each quarter in the two years ended December 31, 1999 and
December 31, 2000 and as provided by Nasdaq, the OTCBB or the Pink Sheets.
Market quotations provided herein represent inter-dealer prices without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.

                                   QUARTER ENDED            HIGH BID     LOW BID
                                   -------------            --------     -------
March 31, 1999...........................................      2 1/2       1 5/8
June 30, 1999............................................     2 5/16       1 5/8
September 30, 1999.......................................     2 1/16      1 9/16
December 31, 1999........................................      4 1/8       1 5/8
March 31, 2000...........................................     12 5/8       2 1/2
June 30, 2000............................................     10 1/2       4 3/4
September 30, 2000.......................................     10 1/8       4 3/4
December 31, 2000........................................      7 1/8       3 3/8


         As of March 15, 2001, Vicom had 456 shareholders of record of its
common stock and 7,994,193 shares of common stock outstanding. As of that date,
there were no outstanding shares of Class A Preferred, four shareholders held a
total of 21,889 shares of Class B Preferred, nine shareholders held a total of
96,800 shares of Class C Preferred, and two shareholders hold a total of 30,000
shares of Class D Preferred.

COMMON STOCK

         Holders of common stock are entitled to one vote per share in all
matters to be voted upon by shareholders. There is no cumulative voting for the
election of directors, which means that the holders of shares entitled to
exercise more than 50% of the voting rights in the election of directors are
able to elect all of the directors. Vicom's Articles of Incorporation provide
that holders of the Company's common stock do not have preemptive rights to
subscribe for and to purchase additional shares of common stock or other
obligations convertible into shares of common stock which may be issued by the
Company.

         Holders of common stock are entitled to receive such dividends as are
declared by Vicom's Board of Directors out of funds legally available for the
payment of dividends. Vicom presently intends not to pay any dividends on the
common stock for the foreseeable future. Any future determination as to the
declaration and payment of dividends will be made at the discretion of the Board
of Directors. In the event of any liquidation, dissolution or winding up of
Vicom, and subject to the preferential rights of the holders of the Class A
Preferred, Class B Preferred, Class C Preferred and Class D Preferred, the
holders of common stock will be entitled to receive a pro rata share of the net
assets of Vicom remaining after payment or provision for payment of the debts
and other liabilities of Vicom.

         All of the outstanding shares of common stock are fully paid and
non-assessable. Holders of common stock of Vicom are not liable for further
calls or assessments.


<PAGE>


PREFERRED STOCK

         In December 1998, Vicom issued 2,550 shares of Class A Preferred for
$23,638 and 37,550 shares of Class B Preferred for $359,893. The Class B
Preferred was offered to certain note holders at a conversion rate of $10.00 per
share of Class B Preferred. Each share of Class A Preferred and Class B
Preferred is non-voting (except as otherwise required by law) and convertible
into five shares of common stock, subject to adjustment in certain
circumstances. Each holder of a share of Class A Preferred or Class B Preferred
has a five-year warrant to purchase one share of common stock at $3.00 per
share, subject to adjustment.

         In June 2000, Vicom issued 80,500 shares of Class C Preferred for
$805,000. The Class C Preferred was offered to certain note holders at a
conversion rate of $10.00 a share. In September 2000, Vicom issued an additional
72,810 shares of Class C Preferred for $728,100. Each share of Class C Preferred
is non-voting (except as otherwise required by law) and convertible into two
shares of Vicom common stock, subject to adjustment in certain circumstances.

         In November 2000, Vicom issued 72,500 shares of Class D Preferred for
$490,332. The Class D Preferred was sold to eight accredited investors at $10.00
per share. Each share of Class D Preferred is non-voting (except as otherwise
required by law) and convertible into two and one-half shares of Vicom Common
Stock, subject to adjustment in certain circumstances.

         The holders of the Class A Preferred, Class B Preferred, Class C
Preferred and Class D Preferred (collectively, "Preferred Stock") are entitled
to receive, as and when declared by the Board, out of the assets of the Company
legally available for payment thereof, cumulative cash dividends calculated
based on the $10.00 per share stated value of the Preferred Stock. The per annum
dividend rate is eight percent (8%) for the Class A Preferred and ten percent
(10%) for the Class B Preferred and Class C Preferred and fourteen percent (14%)
for the Class D Preferred. Dividends on the Class A Preferred, Class C Preferred
and Class D Preferred are payable quarterly on March 31, June 30, September 30,
and December 31 of each year. Dividends on the Class B Preferred are payable
monthly on the first day of each calendar month. Dividends on the Preferred
Stock accrue cumulatively on a daily basis until the Preferred Stock is redeemed
or converted.

         In the event of any liquidation, dissolution or winding up of Vicom,
the holders of the Class A Preferred and Class B Preferred will be entitled to
receive a liquidation preference of $10.50 per share, and the holders of the
Class C Preferred and Class D Preferred will be entitled to receive a
liquidation preference of $10.00 per share, each subject to adjustment. Any
liquidation preference shall be payable out of any net assets of Vicom remaining
after payment or provision for payment of the debts and other liabilities of
Vicom.

         Vicom may redeem the Preferred Stock, in whole or in part, at a
redemption price of $10.50 per share for the Class A Preferred and the Class B
Preferred and $10.00 per share for the Class C Preferred and Class D Preferred
(subject to adjustment, plus any earned and unpaid dividends) on not less than
thirty days' notice to the holders of the Preferred Stock, provided that the
closing bid price of the common stock exceeds $4.00 per share (subject to
adjustment) for any ten consecutive trading days prior to such notice. Upon
Vicom's call for redemption, the holders of the Preferred Stock called for
redemption will have the option to convert each share of Preferred Stock into
shares of common stock until the close of business on the date fixed for
redemption, unless extended by Vicom in its sole discretion. Preferred Stock not
so converted will be redeemed. No holder of Preferred Stock can require Vicom to
redeem his or her shares.


<PAGE>


ITEM 6:

SELECTED CONSOLIDATED FINANCIAL DATA

         The following selected financial data should be read in conjunction
with our consolidated financial statements including the accompanying notes and
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations". The data for each of the fiscal years in the three year period
ended December 31, 2000, have been derived from our financial statements and
accompanying notes contained in this prospectus. The Statement of Operations
Data for the years ended December 31, 1997 and 1996 and the Balance Sheet data
at December 31, 1998, 1997, and 1996 has been derived from our audited financial
statements which are not contained in this prospectus.
<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
STATEMENT OF OPERATIONS DATA         2000              1999              1998              1997              1996
----------------------------         ----              ----              ----              ----              ----
<S>                              <C>               <C>               <C>               <C>               <C>
Revenues....................     $ 39,781,846      $ 20,388,870      $  6,458,113      $  6,639,026      $  5,514,532
Cost of products and
   services.................     $ 31,698,569      $ 16,247,898      $  4,841,111      $  4,095,990      $  3,929,573
Gross profit................     $  8,083,277      $  4,140,972      $  1,617,002      $  2,543,036      $  1,584,959%
% of revenues...............             20.3%             20.3%             25.0%             38.3%             28.7
Selling, general and
   administrative expenses..     $ 11,852,041      $  5,823,945      $  2,839,862      $  2,317,388      $  2,617,620
% of revenues...............             29.8%             28.6%             44.0%             34.9%            (47.5)%
Income (loss) from
Operations..................     $ (3,768,764)     $ (1,682,973)     $ (1,222,860)     $    225,648      $ (1,032,661)
Other expense net...........         $458,067          $139,461          $170,888      $    141,471          $108,130)
Income (loss) before income
   taxes....................     $ (4,226,831)     $ (1,822,434)     $ (1,393,748)     $     84,177      $ (1,140,791)
Income tax provision........           $9,000          $241,200           $50,000      $     28,000      $          -
Net income (loss)...........     $ (4,235,831)     $ (2,063,634)     $ (1,443,748)     $     56,177      $ (1,140,791)


Earnings (loss) per common
   share-basic and diluted..           $(0.72)           $(0.55)            (0.68)     $       0.03             (0.55)

Weighted average shares
   outstanding..............        6,914,822         3,821,978         2,129,387         2,098,944         2,084,279


                                                                     DECEMBER 31,
BALANCE SHEET DATA                   2000              1999              1998              1997              1996
------------------                   ----              ----              ----              ----              ----
Working capital
   (deficiency).............     $  2,870,114      $ (2,882,907)     $    (43,161)     $    376,568      $   (215,585)
Total assets................     $ 15,614,573      $ 12,598,745      $  6,630,917      $  4,418,239      $  3,994,584
Long-term debt..............     $  3,362,083      $    926,821      $    826,490      $    674,436      $    324,600
Stockholders' equity........     $  5,876,352      $  1,026,344      $    689,775      $    973,792      $    892,615
</TABLE>

<PAGE>


ITEM 7:

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

         The following discussion of the financial condition and results of
operations of Vicom, Incorporated should be read in conjunction with the
Condensed Consolidated Financial Statements and the Notes thereto included
elsewhere in this report.

YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

RESULTS OF OPERATIONS

         The following table sets forth certain items from the Company's
consolidated statements of operations expressed as a percentage of total
revenue.

REVENUES
                                                      Years Ended December 31,
                                                      ------------------------
                                                      2000              1999
                                                      ----              ----
Revenues
Vicom and VMTS                                         8.2%             76.4%
CTU                                                   91.6%             23.6%
MultiBand, Inc.                                        0.2%             0.00%
                                                     ------            ------
                                 Total Revenues      100.0%            100.0%
                                                     ======            ======
Cost of Sales
Vicom and VMTS                                         6.2%             61.0%
CTU                                                   73.2%             18.7%
MultiBand, Inc.                                        0.3%              0.0%
                                                     ------            ------
Total Cost of Sales                                   79.7%             79.7%
                                                     ======            ======
Gross Margin                                          20.3%             20.3%
Selling, General and Administrative expenses          29.8%             28.6%
Operating income (Loss)                               (9.5%)            (8.3%)
Net Income (Loss)                                    (10.6%)           (10.1%)

REVENUES

         Total revenues increased 95.1% to $39,781,846 in 2000 from $20,388,870
in 1999. Total revenues decreased from the $44,941,776 pro forma consolidated
revenues for 1999, primarily due to intra company sales to MultiBand, Inc.,
which were eliminated in consolidation.

         Revenues from the CTU segment which traditionally sells computer
technologies products and services increased 656% to $36,460,217 in 2000 from
$4,821,388 in 1999. This significant increase in CTU segment revenues resulted
primarily from the reporting of 12 months revenue in this segment versus two
months the prior year due to the November 1, 1999 acquisition of Ekman, Inc. A
secondary factor in the CTU revenue increase was the gradual merging of the
traditional Vicom and VMTS voice, video and data business segment into the CTU
operational and management structure


<PAGE>


         Revenues from the Vicom and VMTS segment decreased 79.1% in 2000 to
$3,248,310 from $15,567,282 in 1999. The decrease in revenues resulted from the
aforementioned merging of Vicom and CTU business segments during fiscal year
2000.

         Revenues from MultiBand were $73,219 in 2000. There is no comparative
data for 1999, as MultiBand was not in operations during that year.

GROSS MARGIN

         The Company's gross margin was $8,083,277 for 2000, as compared to
$4,140,972 for 1999. The gross margin increase is due to the aforementioned
acquisition of Ekman, Inc for 2000, as a percent of total revenues, gross margin
was 20.3% as compared to 20.3% for 1999. The same gross margin percentage is
primarily due to an increase in service sales which allowed the company to
maintain margins.

         The Company's gross margin as a percentage of revenues for Vicom was
24.5%. The Company's gross margin as a percentage of revenues for CTU was 20.1%.
The Company's gross loss for MultiBand, Inc. as a percentage of revenues was
47.1%.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses increased 103.5% to
$11,852,041 in 2000, compared to $5,823,943 in 1999. This increase in expenses
is primarily related to increased payroll due to acquisitions and start-up
expenses for the Company's MultiBand, Inc. subsidiary. Selling, general and
administrative expenses were, as a percentage of revenues, 29.8% for 2000 and
28.6% for 1999.

INTEREST EXPENSE

         Interest expense was $607,418 for 2000, versus $262,228 for 1999
reflecting an increased Company debt load due to acquisition related debt and
increased bank borrowings.

NET LOSS

         In 2000, the Company incurred a net loss of $4,235,831 compared to a
net loss of $2,063,634 for 1999.

YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

REVENUES

         Vicom revenues increased by $13,930,757 from $6,458,113 in 1998 to
$20,388,870 in 1999 an increase of 215.7%. This increase was caused by the
acquisition of the Midwest assets of Enstar Networking Corporation for twelve
months and the purchase of Ekman, Inc. for two months leading to the creation of
Corporate Technologies, USA, Inc.

         From January 1 to November 1, 1999, Vicom's revenues came from one
segment, which included stand-alone and integrated voice, video, and data
networking technology products and services. With the acquisition of Ekman,
Inc., Vicom added the segment, as of November 1, 1999, which sells computer
technologies products and services. Voice, video and data networking revenues
equaled $15,567,482 for 1999. Computer product revenues totaled $4,821,388 for
1999.


<PAGE>


GROSS MARGIN

         Gross margin represents revenue less the cost of products and services.
Gross margin, as a percent of revenue, was 20.3% in 1999 versus 25.0% in 1998.
Decreased margins in 1999 reflect an increase in computer sales, which have a
lower margin than Vicom's traditional voice sales.



SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses increased by $2,984,083,
or 105%, from $2,839,862 in 1998 to $5,823,945 in 1999. Again, the increase in
selling, general and administrative expenses is primarily attributable to
increased revenues and staffing due to two acquisitions. Vicom, using the Black
Scholes pricing models, expensed $6,000 in 1999 for the fair value at the date
of grant of 566,050 warrants to purchase Vicom common stock issued to various
investors at prices ranging from $0.75 to $3.00 per share.

INTEREST EXPENSE

         Interest expense increased by $81,794 (45%) from $180,434 in fiscal
1998 to $262,228 in 1999. This expense increase is due to increased borrowing
under a note and security agreement with Wells Fargo Business Credit dated June
1999 and due to notes payable to investors that were issued in October 1999.

INCOME TAX

         The income tax provision in 1999, 1998, and 1997 reflects adjustments
to the valuation allowance of net deferred tax assets resulting from net
operating loss carryforwards.

NET LOSSES

         Vicom experienced net losses of $2,063,634 and $1,443,748 for 1999 and
December 31, 1998, respectively.


<PAGE>


UNAUDITED QUARTERLY RESULTS

         The following table sets forth certain unaudited quarterly operating
information for each of the eight quarters in the two-year period ending
December 31, 2000. This data includes, in the opinion of management, all normal
recurring adjustments necessary for the fair presentation of the information for
the periods presented when read in conjunction with the Company's Consolidated
Financial Statements and related Notes thereto. Results for any previous fiscal
quarter are not necessarily indicative of results for the full year or for any
future quarter. The Company has historically experienced a seasonal fluctuation
in its operating results, with a larger proportion of its revenues in the third
quarter of the fiscal year.
<TABLE>
<CAPTION>
                                                      For the Quarters Ended
                                                      ----------------------
                     Dec 31,       Sept 30,      June 30,     March 31,      Dec 31,       Sept 30,       June 30,     March 31,
                       2000          2000          2000          2000          1999          1999           1999          1999
                       ----          ----          ----          ----          ----          ----           ----          ----
<S>                  <C>            <C>         <C>           <C>           <C>            <C>           <C>           <C>
Revenues:
Vicom                 $(214,437)    $ 119,037   $ 1,626,568   $ 1,715,142   $ 3,169,488    $ 3,189,197   $ 4,562,655   $ 4,646,142
CTU                  11,320,377    10,077,672     7,061,013     8,003,155     4,821,388              0             0             0
MultiBand                51,020        22,299             0             0             0              0             0             0

Total
Revenues             11,156,960    10,219,008     8,687,581     9,718,297     7,990,876      3,189,197     4,562,655     4,646,142
Cost of Sales         9,517,517     7,868,109     6,506,435     7,806,508     7,005,546      2,157,892     3,697,132     3,387,328
Gross Margin          1,639,443     2,350,899     2,181,146     1,911,789       985,330      1,031,305       865,523     1,258,814
SG&A Expense          3,697,857     2,501,869     2,853,634     2,798,681     2,071,273      1,465,764     1,094,907     1,192,001
Operating Income
(loss)               (2,058,414)     (150,970)     (672,488)     (886,892)   (1,085,943)      (434,459)     (229,384)       66,813
Interest Expense       (160,598)     (133,669)     (146,504)     (166,647)     (112,685)       (64,760)      (37,728)      (47,055)
Other Income
(Expenses)              149,351       169,834       (36,146)     (133,688)      124,695         38,772       (27,221)      (13,479)
Net Income
(Loss) Before
Taxes                (2,069,661)     (114,805)     (855,138)   (1,187,227)   (1,073,933)      (460,447)     (294,333)        6,279
Income Tax
(Benefit)
Provision                (9,000)            0             0             0      (241,200)             0             0             0
New Income (Loss)    (2,078,661)     (114,805)     (855,138)   (1,187,227)   (1,315,133)      (460,447)     (294,333)        6,279


Loss Per Common
Share - Basic
and Diluted               (0.31)        (0.05)        (0.14)        (0.29)        (0.30)         (0.13)        (0.09)
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

YEAR ENDED DECEMBER 31, 2000

         Available working capital, for 2000, increased $5,753,021 over 1999 to
$8,429,375 due to proceeds from issuance of stock and warrants, which helped
offset Vicom's net operating loss and net cash used in operating activities of
$5,673,566. Vicom had a $2,092,811 decrease in accounts payable and other
liabilities for 2000 versus last year's period, primarily due to the
aforementioned proceeds, which were used to reduce payables.

         Inventories year to date increased $320,406 over last year's prior
period inventories due to the aforementioned revenue increases. Net borrowings
under short-term loans increased $725,940 for 2000 compared to 1999.


<PAGE>


         In 2000, the Company entered into a $2,250,000 debenture agreement with
a financial institution, interest at 14% payable monthly due $102,273 per month
from August 1, 2003 through June 1, 2005, and collateralized by substantially
all Company assets.

         In 2000, the Company entered into a $2,250,000 wholesale line of credit
agreement, with a financial institution for the purchase of resale merchandise
from certain suppliers, interest generally at 0% (if paid within certain terms),
and collateralized by the related inventories and accounts receivable.

         Two other commercial line of credit agreements expired in 2000.

         The Company used $1,316,022 for capital expenditures during 2000, as
compared to $631,166 in 1999. In addition, the Company financed the acquisition
of $1,310,081 of equipment through capital leases in 2000. These 2000
expenditures were primarily for construction related to the start up of
MultiBand. For the similar period last year, substantially all capital
expenditures consisted of equipment acquired for internal use.

         Net cash used by operations was approximately $5,674,000 in 2000 versus
cash provided by operations of approximately $1,385,000 in 1999. The cash used
by operation is due primarily to the decrease in accounts payable and other
liabilities and MultiBand start-up expenses in 2000. Management of Vicom
believes that, for the near future, cash generated by sales of stock, exercise
of warrants, and existing credit facilities, in aggregate, are adequate to meet
the anticipated liquidity and capital resource requirements of its business.

YEAR ENDED DECEMBER 31, 1999

         Working capital needs in 1999 were funded using the following
resources:

         In June 1999, Vicom entered into a $2 million revolving credit
agreement with Wells Fargo Business Credit, expiring in June 2000. Borrowings
under this facility are based on eligible accounts receivable and inventory with
interest at prime plus 1.75% (plus 3.0% if in default). The agreement contains
certain restrictive covenants, including the maintenance of minimum net income
levels and limitations on capital expenditures. As of December 31, 1999, Vicom
was not in compliance with its minimum net income level covenant. Due to this
non-compliance, Vicom's agreement is still in force but at the higher default
rate of interest. Vicom is attempting to renegotiate this covenant. Vicom used
approximately $554,000 of the proceeds from this facility to repay outstanding
borrowings under its previous term note and line of credit. As of December 31,
1999, Vicom had outstanding borrowings of $1,169,400 under this agreement.

         Vicom's subsidiary, CTU, had, as of December 31, 1999, $138,000
borrowings on a $2,000,000 line. This line was paid off by Convergent Capital in
March 2000. In March 2000, CTU entered into a $2,250,000 loan agreement with
Convergent Capital, calling for interest at prime plus 4.0% (plus 6.0% if in
default) and due on December 31, 2000. The loan proceeds were used to pay off a
previous line of credit due March 31, 2000. Convergent, as additional
consideration in the transaction, was given a warrant with a term of seven years
for purchase of 40,000 shares of common stock of Vicom at a price of $5.20 per
share.

         Net cash provided by operations was approximately $1,385,000 in 1999
versus cash used by operations of approximately $137,000 in 1998. The cash
provided from operations in 1999 is due primarily to improvements in operating
cash flows related to the Ekman, Inc. acquisition. During 1999, Vicom spent
approximately $631,000 in capital expenditures primarily related to its computer
system upgrade.


<PAGE>


         In March 2000, Vicom raised net proceeds of $1,326,206 in a Regulation
D offering. These proceeds were used for general working capital purposes.



YEAR ENDED DECEMBER 31, 1998

         The financial condition of Vicom as of December 31, 1998 was
significantly impacted by the acquisition of the assets of the Midwest region of
Enstar Networking Corporation ("ENC"). See Note 2 to the Consolidated Financial
Statements. The purchase price included approximately $1.5 million of net
tangible assets and $549,000 of goodwill acquired. The consideration consisted
of 1,350,000 shares of Vicom's common stock with an assigned value of $797,000,
a $750,000 subordinated promissory note bearing annual interest at the rate of
9%, a payable of $340,000 for purchase price adjustments and acquisition related
costs of $148,000.

         Net cash used by operations was approximately $137,000 in 1998 versus
cash provided by operations of approximately $94,000 in 1997. The cash flow
deficits from operations in 1998, excluding the $1 million of non-cash
adjustments for the write-down of the carrying amounts of certain assets, are
due primarily to the loss from operations in addition to increases in revenues
and inventories associated with various large school projects. These cash flow
deficits resulted in an increase in accounts payable, which reflects higher
average days' payments to vendors.

         In May 1998, Vicom amended its bank loan agreement to provide a
$500,000 term note at a prime rate plus 2.5% payable in monthly principal and
interest installments of $10,846 with the balance due May 1, 2003, and a
$100,000 line of credit at prime plus 2.5% due April 30, 1999 (subsequently
extended to May 31, 1999). At December 31, 1998, Vicom was not in compliance
with certain financial covenants under this agreement. This indebtedness was
repaid in June 1999.

         In December 1998, Vicom authorized 275,000 shares of 8% Class A
Cumulative Convertible Preferred Stock and 60,000 shares of 10% Class B
Cumulative Convertible Preferred ("Class B Preferred"). The Class B Preferred
was offered to certain notes payable holders at a conversion price of $10.00 per
Class B Share. In December 1998, approximately $350,000 of notes payable were
converted into 35,050 shares of Class B Preferred Stock.

         Vicom has historically relied on borrowings from related parties and
individuals to fund its operations. These borrowings are unsecured and bear
interest at rates ranging from 9% to 15% per annum. Activity under these notes
consisted of net cash repayments of approximately $17,000 in 1998 and net
borrowings of approximately $189,000 in 1997. In July 1998, approximately
$25,000 of notes payable were converted into 50,000 shares of common stock.

FORWARD LOOKING STATEMENTS

         From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, Year 2000 compliance and
similar matters. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements including those made in this
document. In order to comply with the terms of the Private Securities Litigation
Reform Act, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, developments and results of the Company's business
include the following: national and regional economic conditions; pending and
future legislation affecting the IT and telecommunications industry; stability


<PAGE>


of foreign governments; market acceptance of the Company's products and
services; the Company's continued ability to provide integrated communication
solutions for customers in a dynamic industry; and other competitive factors.
Because these and other factors could affect the Company's operating results,
past financial performance should not necessarily be considered as a reliable
indicator of future performance, and investors should not use historical trends
to anticipate future period results.

ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Vicom is not subject to any material interest rate risk as any current
lending agreements are at a fixed rate of interest.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

VICOM, INC. AND SUBSIDIARIES - CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31,
2000 AND 1999, AND CONSOLIDATED STATEMENTS OF OPERATIONS, CONSOLIDATED
STOCKHOLDERS' EQUITY AND CONSOLIDATED CASH FLOWS FOR THE YEARS ENDED DECEMBER
31, 2000, 1999 AND 1998.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES

                               VICOM, INCORPORATED
                                AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                          AND SUPPLEMENTARY INFORMATION

                        December 31, 2000, 1999 and 1998


<PAGE>


                                 C O N T E N T S


                                                                          Page
                                                                          ----

INDEPENDENT AUDITOR'S REPORT                                               F1

FINANCIAL STATEMENTS

    Consolidated balance sheets                                            F2

    Consolidated statements of operations                                  F3

    Consolidated statements of stockholders' equity                      F4 - F5

    Consolidated statements of cash flows                                  F6

    Notes to consolidated financial statements                          F7 - F22

INDEPENDENT AUDITOR'S REPORT - SUPPLEMENTARY INFORMATION                  F23

    Valuation and qualifying accounts                                     F24


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



Board of Directors and Stockholders
Vicom, Incorporated and Subsidiaries
New Hope, Minnesota


We have audited the accompanying consolidated balance sheets of Vicom,
Incorporated and Subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our 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 audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Vicom,
Incorporated and Subsidiaries as of December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.





Minneapolis, Minnesota
February 15, 2001


<PAGE>


                                     - F2 -
                      VICOM, INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                          -----------------------------
                                       ASSETS                                 2000             1999
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
CURRENT ASSETS
    Cash                                                                  $  1,161,479     $    204,365
    Accounts receivable, net of allowance of $159,000 and $140,000           5,661,064        5,369,221
    Inventories, net of allowance of $200,000 and $330,000                   2,122,002        1,801,596
    Costs and estimated earnings in excess of billings                           7,491          232,725
    Other                                                                      294,216          154,766
                                                                          ------------     ------------
       TOTAL CURRENT ASSETS                                                  9,246,252        7,762,673

PROPERTY AND EQUIPMENT                                                       3,277,109        1,324,080

GOODWILL, net of accumulated amortization of $436,678 and $101,604           2,914,037        3,249,111

OTHER                                                                          177,175          262,881
                                                                          ------------     ------------
                                                                          $ 15,614,573     $ 12,598,745
                                                                          ============     ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Checks issued in excess of deposits                                   $         --     $    126,297
    Wholesale line of credit                                                 2,033,340               --
    Notes and installment obligations payable - current maturities             428,334        4,246,433
    Accounts payable                                                         2,769,390        4,503,451
    Other liabilities                                                          825,933          977,513
    Deferred service obligations and revenue                                   319,141          584,716
    Due to ENStar, Inc.                                                             --          207,170
                                                                          ------------     ------------
       TOTAL CURRENT LIABILITIES                                             6,376,138       10,645,580
                                                                          ------------     ------------

NOTES AND INSTALLMENT OBLIGATIONS PAYABLE                                    3,362,083          926,821
                                                                          ------------     ------------
STOCKHOLDERS' EQUITY
    Cumulative convertible preferred stock, no par value:
       8% Class A (issued and outstanding - -0- and 2,550 shares)                   --           23,638
       10% Class B (issued and outstanding - 22,836 and 37,550 shares)         218,869          359,893


       10% Class C (issued and outstanding - 150,810 and -0- shares)         1,951,003               --
       14% Class D (issued and outstanding - 72,500 and -0- shares)            802,813               --


    Common stock - no par value (issued 8,137,181 and
       4,984,845 shares; outstanding 8,023,352 and 4,784,906 shares)         1,340,074        4,551,745
    Options and warrants                                                    14,347,833          217,028
    Unammortized compensation                                                 (278,138)        (258,659)


    Accumulated deficit                                                    (12,506,102)      (3,867,301)


                                                                          ------------     ------------
                                                                             5,876,352        1,026,344
                                                                          ------------     ------------
                                                                          $ 15,614,573     $ 12,598,745
                                                                          ============     ============
</TABLE>

                                       25
<PAGE>


                                     - F3 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                           ----------------------------------------------
                                               2000             1999             1998
                                           ------------     ------------     ------------
REVENUES                                   $ 39,781,846     $ 20,388,870     $  6,458,113
                                           ------------     ------------     ------------
<S>                                          <C>              <C>               <C>
COSTS AND EXPENSES
    Cost of products and services            31,698,569       16,247,898        4,841,111
    Selling, general and administrative      11,852,041        5,823,945        2,839,862
                                           ------------     ------------     ------------
                                             43,550,610       22,071,843        7,680,973
                                           ------------     ------------     ------------
LOSS FROM OPERATIONS                         (3,768,764)      (1,682,973)      (1,222,860)
                                           ------------     ------------     ------------

OTHER INCOME (EXPENSE)
    Interest expense                           (607,418)        (262,228)        (180,434)
    Miscellaneous                               149,351          122,767            9,546
                                           ------------     ------------     ------------
                                               (458,067)        (139,461)        (170,888)
                                           ------------     ------------     ------------

LOSS BEFORE INCOME TAXES                     (4,226,831)      (1,822,434)      (1,393,748)

INCOME TAX PROVISION                              9,000          241,200           50,000
                                           ------------     ------------     ------------

NET LOSS                                   $ (4,235,831)    $ (2,063,634)    $ (1,443,748)
                                           ============     ============     ============


LOSS ATTRIBUTABLE TO COMMON STOCK
     Net loss                              $ (4,235,831)    $ (2,063,634)    $ (1,443,748)
     Preferred Dividends                   $    846,180     $     37,969     $          0
                                           ------------     ------------     ------------
                                           $ (5,082,011)    $ (2,101,603)    $ (1,443,748)
                                           ============     ============     ============
LOSS PER COMMON SHARE-
    BASIC AND DILUTED                      $       (.72)    $       (.55)    $       (.68)
                                           ============     ============     ============

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING - BASIC AND DILUTED           7,009,751        3,821,978        2,129,387
                                           ============     ============     ============
</TABLE>

<PAGE>


                                     - F4 -

                      VICOM, INCORPORATED AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                   Cumulative Convertible Preferred Stock
                               -------------------------------------------------------------------------------------------------
                                       8% Class A                   10% Class B              10% Class C          14% Class D
                               -------------------------     -----------------------   ------------------    -------------------
                                 Shares        Amount          Shares        Amount     Shares     Amount     Shares     Amount
                               -----------   -----------     ---------   -----------   --------   --------   --------   --------
<S>                              <C>         <C>             <C>         <C>           <C>        <C>        <C>        <C>
BALANCE -
  DECEMBER 31, 1997                   --     $      --            --     $      --         --     $   --         --     $   --
    Conversion of notes
       payable, net of costs          --            --          35,050       336,718       --         --         --         --

    Warrants issued with
       preferred stock                --            --            --            --         --         --         --         --
    Restricted stock issued           --            --            --            --         --         --         --         --

    Acquisition of ENC                --            --            --            --         --         --         --         --

    Net loss                          --            --            --            --         --         --         --         --
                               -----------   -----------     ---------   -----------     ------     ------    -------     ------
BALANCE -
  DECEMBER 31, 1998                   --            --          35,050       336,718       --         --         --         --

    Sale of stock                    2,550        23,638         2,500        23,175       --         --         --         --

    Warrants issued:
       Preferred stock                --            --            --            --         --         --         --         --
       Notes payable                  --            --            --            --         --         --         --         --

    Restricted stock:
       Issued                         --            --            --            --         --         --         --         --
       Forfeited                      --            --            --            --         --         --         --         --
       Amortization expense           --            --            --            --         --         --         --         --

    Acquisition of Ekman:
       Stock                          --            --            --            --         --         --         --         --
       Options and warrants           --            --            --            --         --         --         --         --

    Preferred dividends               --            --            --            --         --         --         --         --

    Net loss                          --            --            --            --         --         --         --         --
                               -----------   -----------     ---------   -----------   --------   --------   --------   --------
BALANCE -
  DECEMBER 31, 1999                  2,550   $    23,638        37,550   $   359,893       --     $   --         --     $   --
</TABLE>

<PAGE>


[WIDE TABLE CONTINUED]
<TABLE>
<CAPTION>
                                        Common Stock                          Unamor-
                               --------------------------      Warrants        tized          Accumu-
                                   Shares                        and          Compen-          lated
                                   Issued          Amount      Options        sation          Deficit          Total
                               -----------    -----------    ---------     ---------      -----------    -----------
BALANCE -
<S>                              <C>          <C>            <C>           <C>            <C>            <C>
  DECEMBER 31, 1997              2,106,236    $ 1,295,742    $      --     $      --      $  (321,950)   $   973,792
    Conversion of notes
       payable, net of costs        50,000         25,000           --            --             --          361,718

    Warrants issued with
       preferred stock                --             --              701          --             --              701
    Restricted stock issued        106,759         62,988           --         (62,988)          --             --

    Acquisition of ENC           1,350,000        797,312           --            --             --          797,312

    Net loss                          --             --             --            --       (1,443,748)    (1,443,748)
                               -----------    -----------    ----------    -----------    -----------    -----------
BALANCE -
  DECEMBER 31, 1998              3,612,995      2,181,042            701       (62,988)    (1,765,698)       689,775

    Sale of stock                     --             --             --            --             --           46,813

    Warrants issued:
       Preferred stock                --             --            3,687          --             --            3,687
       Notes payable                  --             --          112,640          --             --          112,640

    Restricted stock:
       Issued                      144,600        248,866           --        (248,866)          --             --
       Forfeited                   (22,750)       (15,663)          --          15,663           --             --
       Amortization expense           --             --             --          37,532           --           37,532

    Acquisition of Ekman:
       Stock                     1,250,000      2,137,500           --            --             --        2,137,500
       Options and warrants           --             --          100,000          --             --          100,000

    Preferred dividends               --             --             --            --          (37,969)       (37,969)

    Net loss                          --             --             --            --       (2,063,634)    (2,063,634)
                               -----------    -----------    -----------   -----------    -----------    -----------
BALANCE -
  DECEMBER 31, 1999              4,984,845    $ 4,551,745    $   217,028   $  (258,659)    (3,867,301)   $ 1,026,344
</TABLE>

(continued)


<PAGE>


                                     - F5 -

                      VICOM, INCORPORATED AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
<TABLE>
<CAPTION>
                                                                   Cumulative Convertible Preferred Stock
                               -------------------------------------------------------------------------------------------------
                                       8% Class A                   10% Class B              10% Class C          14% Class D
                               -----------------------       -----------------------     -----------------     -----------------
                                  Shares        Amount          Shares        Amount     Shares     Amount     Shares     Amount
<S>                               <C>         <C>             <C>        <C>           <C>        <C>           <C>        <C>
BALANCE -
  DECEMBER 31, 1999                  2,550    $  23,638       37,550    $ 359,893           --    $      --           --   $      --
    Stock issued:
       Options and warrants
          exercised                     --           --           --           --           --           --           --          --
       Other cash                       --           --           --           --      153,310    1,533,100       72,500     490,332
       Conversion of notes
          payable                       --           --           --           --           --           --           --          --
       Conversion of preferred
          stock                     (2,550)     (23,638)      (9,000)     (86,259)          --           --           --          --

    Redemption of preferred
          stock                         --           --       (5,714)     (54,765)      (2,500)     (25,000)          --          --

    Issuance costs                      --           --           --           --           --           --           --          --

    Warrants issued:
       Warrant dividend                 --           --           --           --           --           --           --          --
       Common stock                     --           --           --           --           --           --           --          --
       Preferred stock                  --           --           --           --           --           --           --          --
       Services                         --           --           --           --           --           --           --          --
       Cash                             --           --           --           --           --           --           --          --

    Restricted Stock:
       Issued                           --           --           --           --           --           --           --          --
       Forfeited                        --           --           --           --           --           --           --          --
       Amortization expense             --           --           --           --           --           --           --          --


    Preferred dividends                 --           --           --           --           --      442,903           --     312,481

    Net loss                            --           --           --           --           --           --           --          --
                                  --------    ---------     --------    ---------    ---------    ---------    ---------   ---------

BALANCE -
  DECEMBER 31, 2000                     --    $      --       22,836    $ 218,869      150,810   $1,951,003    $  72,500   $ 802,813
                                  ========    =========     ========    =========    =========   ==========    =========   =========
</TABLE>

<PAGE>


[WIDE TABLE CONTINUED]
<TABLE>
<CAPTION>
                                      Common Stock                       Unamor-
                                 ----------------------     Warrants     tized         Accumu-
                                   Shares                     and        Compen-       lated
                                   Issued       Amount      Options      sation        Deficit         Total
                                 ---------    ---------    ---------    ---------     ----------    ----------
<S>                              <C>          <C>          <C>          <C>         <C>            <C>
  DECEMBER 31, 1999              4,984,845    4,551,745    $ 217,028    $(258,659)  $ (3,867,301)  $ 1,026,344
    Stock issued:
       Options and warrants
          exercised              1,427,217    3,953,471     (163,703)          --             --     3,789,768
       Other cash                  746,999    1,804,921           --           --             --     3,828,353
       Conversion of notes
          payable                  580,100    1,185,054           --           --             --     1,185,054
       Conversion of preferred
          stock                     57,500      109,897           --           --             --            --

    Redemption of preferred
          stock                         --           --           --           --             --       (79,765)

    Issuance costs                 249,959     (679,110)          --           --             --      (679,110)

    Warrants issued:
       Warrant dividend                 --   (9,699,079)  13,255,869           --     (3,556,790)           --
       Common stock                     --           --      495,971           --             --       495,971
       Preferred stock                  --           --      234,668           --             --       234,668
       Services                         --           --      208,000           --             --       208,000
       Cash                             --           --      100,000           --             --       100,000

    Restricted Stock:
       Issued                       35,000      200,185           --     (200,185)            --            --
       Forfeited                   (58,268)     (87,010)          --       87,010             --            --

       Amortization expense             --           --           --       93,696             --        93,696
    Preferred dividends                 --           --           --           --       (846,180)      (90,796)

    Net loss                            --           --           --           --     (4,235,831)   (4,235,831)
                                 ---------    ---------   ----------    ---------     ----------    ----------


BALANCE -
  DECEMBER 31, 2000              8,023,352    1,340,074  $14,347,833    $(278,138)    12,506,102     5,876,352
                                 =========    =========  ===========    =========     ==========    ==========
</TABLE>

<PAGE>


                                     - F6 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                                   ---------------------------------------------
                                                                       2000             1999             1998
                                                                   -----------      -----------      -----------
<S>                                                                <C>              <C>              <C>
OPERATING ACTIVITIES
    Net loss                                                       $(4,235,831)     $(2,063,634)     $(1,443,748)
    Adjustments to reconcile net loss to net cash provided
      (used) by operating activities, net of business
      acquisition effect:
       Depreciation                                                    673,074          408,796          228,931
       Amortization                                                    428,770          145,136               --
       Warrants issued for services                                    208,000               --               --
       Deferred income taxes                                                --          249,200           50,000
       Changes in operating assets and liabilities:
          Accounts receivable                                         (291,843)       1,547,912         (270,558)
          Inventories                                                 (320,406)       1,240,723         (152,505)
          Costs, estimated earnings, and billings                      225,234          (59,360)              --
          Other assets                                                  (2,178)         (44,625)         170,627
          Wholesale line of credit                                   2,033,340               --               --
          Accounts payable and other liabilities                    (2,092,811)         385,522          962,015
          Deferred service obligations and revenue                    (265,575)        (424,149)         318,442
                                                                   -----------      -----------      -----------
             Net cash provided (used) by operating activities       (3,640,226)       1,385,521         (136,796)
                                                                   -----------      -----------      -----------

INVESTING ACTIVITIES
    Purchases of property and equipment                             (1,316,022)        (631,166)         (34,824)
    Purchase of business, net of $64,072 cash received                      --         (435,928)              --
    Collections on notes receivable                                     45,331           29,383           43,045
    Issuance of notes receivable                                       (96,897)         (30,000)              --
    Other                                                                   --          (30,000)          42,392
                                                                   -----------      -----------      -----------
             Net cash provided (used) by investing activities       (1,367,588)      (1,097,711)          50,613
                                                                   -----------      -----------      -----------

FINANCING ACTIVITIES
    Increase (decrease) in checks issued in excess of deposits        (126,297)        (416,734)          99,115
    Net payments under short-term loans                             (1,307,400)          (2,600)        (299,839)
    Proceeds from notes payable                                      2,282,160        1,170,600          578,455
    Principal payments on notes and installment obligations         (2,482,624)        (847,242)        (278,467)
    Proceeds from issuance of stock and warrants                     8,448,760           50,500               --
    Stock issuance costs                                              (679,110)              --          (13,081)
    Redemption of preferred stock                                      (79,765)              --               --
    Dividends                                                          (90,796)         (37,969)              --
                                                                   -----------      -----------      -----------
             Net cash provided (used) by financing activities        5,964,928          (83,445)          86,183
                                                                   -----------      -----------      -----------

INCREASE IN CASH                                                       957,114          204,365               --

CASH
    Beginning of year                                                  204,365               --               --
                                                                   -----------      -----------      -----------
    End of year                                                    $ 1,161,479      $   204,365      $        --
                                                                   ===========      ===========      ===========
</TABLE>

<PAGE>


                                     - F7 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     Summary of Significant Accounting Policies -

       Principles of Consolidation

       The consolidated financial statements include the accounts of Vicom,
       Incorporated (Vicom) and its wholly-owned subsidiaries, Vicom Midwest
       Telecommunication Systems, Inc. (VMTS), Corporate Technologies, USA, Inc.
       (CTU), and MultiBand, Inc. (MutiBand) (incorporated in February 2000 and
       in the start-up phase) which provides voice, data and video services to
       residential multi-dwelling units. All significant intercompany accounts
       and transactions are eliminated.

       Revenues and Cost Recognition

       The Company earns revenues from four sources: 1) Video and computer
       technology products which are sold but not installed, 2) Voice, video,
       and data communication products which are sold and installed, 3) Service
       revenues related to communication products which are sold and both
       installed and not installed, and 4) MultiBand user charges to multiple
       dwelling units.

       Revenues from video and computer technology products, which are sold but
       not installed, are recognized when delivered and the customer has
       accepted the terms and has the ability to fulfill the terms.

       Customers contract for both the purchase and installation of voice and
       data networking technology products and certain video technologies
       products on one sales agreement, as installation of the product is
       essential to the functionality of the product. Revenues and costs on the
       sale of products where installation is involved are recognized under the
       percentage of completion method. Costs are expensed as incurred. The
       amount of revenue recognized is the portion that the cost expended to
       date bears to the anticipated total contract cost, based on current
       estimates to complete. Contract costs include all labor and materials
       unique to or installed in the project, as well as subcontract costs.
       Costs and estimated earnings in excess of billings are classified as
       current assets; billings in excess of costs and estimated earnings are
       classified as current liabilities.

       Service revenues related to technology products including consulting,
       training, and support are recognized when the services are provided The
       Company, if the customer elects, enters into equipment maintenance
       agreements for products sold once the original manufacturer's warranty
       has expired. Revenues from all equipment maintenance agreements are
       recognized on a straight-line basis over the terms of each contract.
       Costs for services are expensed as incurred.

       MultiBand user charges are recognized as revenues in the period the
       related services are provided.

       Warranty costs incurred on new product sales are substantially reimbursed
       by the equipment suppliers.

       Use of Estimates

       The preparation of these financial statements in conformity with
       accounting principles generally accepted in the United States of America
       requires management to make estimates and assumptions that may affect the
       reported amounts and disclosures in the financial statements and
       accompanying notes. Actual results could differ from these estimates.
       Significant management estimates relate to the amortization periods for
       goodwill, the allowances for doubtful accounts and inventory
       obsolescence, and the valuation of deferred income tax assets.

       (continued)


<PAGE>


                                     - F8 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1.    Summary of Significant Accounting Policies  - (continued)


       Inventories

       Inventories, consisting principally of purchased telecommunication,
       networking and computer equipment and parts, are stated at the lower of
       cost or market. Cost is determined using an average cost method for
       telecommunication and networking equipment and the first-in, first-out
       (FIFO) method for computer equipment. Nonmonetary exchanges of inventory
       items with third parties are recorded at the net book value of the items
       exchanged with no gains or losses recognized.

       Property and Equipment

       Equipment and leasehold improvements are stated at cost. Equipment is
       depreciated principally by the straight-line method over three to eight
       years, the estimated useful lives of the related assets. Leasehold
       improvements are depreciated over the shorter of the life of the
       improvement or the term of the respective lease.

       Goodwill

       Goodwill represents the excess of acquisition cost over the fair value of
       identifiable net assets acquired and is amortized by the straight-line
       method over ten years. The Company evaluates goodwill periodically for
       impairment by comparing the net carrying values to the undiscounted
       future cash flows of the related assets. This evaluation is done whenever
       events or changes in circumstances indicate that the carrying amount of
       goodwill may not be recoverable, but in no event less than annually.

       Fair Value of Financial Instruments

       The carrying amounts of financial instruments consisting of cash,
       accounts receivables, notes receivable, checks issued in excess of
       deposits, notes and installment obligations payable to nonrelated
       parties, and accounts payable approximate their fair values. It is not
       practical to determine the fair value of the related party notes payable
       due to the related party nature of the transactions.

       Credit Risk

       Financial instruments that potentially subject the Company to credit risk
       consist primarily of cash and trade accounts and notes receivable. The
       Company restricts cash and investments to financial institutions with
       high credit standing. Credit risk on trade receivables, although
       concentrated in one geographic region, is minimized as a result of the
       large and diverse nature of the Company's customer base.

       (continued)


<PAGE>


                                     - F9 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



 1.    Summary of Significant Accounting Policies  - (continued)

       Accounting for Stock-Based Compensation

       The Company accounts for employee stock options under Accounting
       Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to
       Employees, and provides the pro forma disclosures required by Statement
       of Financial Accounting Standards (SFAS) No. 123, Accounting For
       Stock-Based Compensation. Options and warrants to nonemployees are
       recorded as required by SFAS No. 123.

       Loss Per Share

       Loss per common share - basic is determined by dividing the net loss plus
       the preferred stock dividends by the weighted average common shares
       outstanding. Loss per common share - diluted is computed by dividing the
       net loss plus the preferred stock dividends by the weighted average
       common shares outstanding and the common share equivalents (stock
       options, stock warrants, convertible preferred shares, and issued but not
       outstanding restricted stock). Common share equivalents are not included
       in the computations as their effects were antidilutive.

       Recent Accounting Pronouncements

       In June 1998, the Financial Accounting Standard Board issued Statement on
       Financial Accounting Standards No. 133, Accounting for Derivative
       Instruments and Hedging Activities, effective for years beginning after
       June 15, 2000, as amended. The statement establishes accounting and
       reporting standards for derivative instruments and hedging activities.
       Management believes this pronouncement will not significantly effect its
       consolidated financial statements.

       In December 1999, the Securities and Exchange Commission (SEC) released
       Staff Accounting Bulletin No. 101 - Revenue Recognition (SAB No. 101).
       SAB No. 101 provides the SEC views in applying generally accepted
       accounting principles to selected revenue recognition issues. In June
       2000, the SEC released Staff Accounting Bulletin No. 101B - Second
       Amendment (SAB No. 101B) delaying the implementation date of SAB No. 101
       to no later than the fourth fiscal quarter of registrants with fiscal
       years beginning after December 15, 1999. This pronouncement did not have
       a material effect on the Company's consolidated financial statements.


<PAGE>


                                     - F10 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.     Business Acquisitions -

       Effective November 1, 1999, Vicom purchased the common stock of Ekman,
       Inc. (Ekman) from its sole stockholder and merged it into a new
       subsidiary, CTU. The purchase price was allocated to assets and
       liabilities acquired as follows:

         Cash                                                        4,047,221
         Accounts receivable                                         1,184,311
         Inventories                                                   442,509
         Property and equipment                                         93,196
         Other assets                                                 (335,812)
         Checks issued in excess of deposits                        (1,326,666)
         Notes and installment obligations payable                  (2,080,426)
         Accounts payable                                             (322,822)
         Other liabilities                                             (79,697)
         Service obligations                                     -------------
                                                                     1,685,886
            Net assets acquired                                      2,801,614
         Goodwill                                                -------------
                                                                $    4,487,500
            Total purchase price                                 =============

       The consideration consisted of $500,000 in cash, $1,750,000 in 10%
       promissory notes, 1,250,000 common shares of Vicom with an assigned value
       of $2,137,500, and 150,000 stock options valued at $60,000 and 100,000
       warrants valued at $40,000. The value of common shares was based on an
       independent third party appraisal. Stock options and warrants were valued
       in accordance with the Black-Scholes Options-Pricing Model (Note 7).

       Effective December 31, 1998, Vicom purchased the assets of the midwest
       region of Enstar Networking Corporation (ENC) from its parent company
       ENStar Inc. (ENStar). The purchase price was allocated to assets and
       liabilities acquired as follows:

         Accounts receivable:
            Billed                                                $  1,191,639
            Unbilled                                                   239,130
         Inventories                                                   114,932
         Property and equipment                                        103,031
         Other assets                                                   91,953
         Service obligations                                          (179,289)
         Billings in excess of costs                                   (74,997)
                                                                   -----------
            Net assets acquired                                      1,486,399
         Goodwill                                                      549,101
                                                                   -----------
            Total purchase price                                  $  2,035,500
                                                                   ===========

       (continued)
<PAGE>


                                     - F11 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.     Business Acquisitions - (continued)

       The consideration consisted of 1,350,000 common shares of Vicom with an
       assigned value of $797,312, a $750,000 subordinated 9% promissory note, a
       payable of $340,188 for purchase price adjustments, and acquisition
       related costs of $148,000. The value of common shares was based on the
       average stock market sales prices immediately prior to the acquisition.

       Both acquisitions were accounted for by the purchase method of accounting
       for business combinations. Accordingly, the operating results of Ekman
       and ENC were included in the consolidated financial statements since the
       date of acquisition. The Company's unaudited pro forma results for 1999
       and 1998 assuming both acquisitions occurred on January 1, 1998, are as
       follows:

                                                      Years Ended December 31,
                                                    ---------------------------
                                                        1999            1998
                                                    ------------   ------------

         Revenues                                   $ 44,941,776   $ 44,312,204
         Net loss                                     (2,259,869)    (1,665,769)
         Loss per common share - basic and diluted          (.48)          (.35)

       These unaudited pro forma results have been prepared for comparative
       purposes only and do not purport to be indicative of the results of
       operations which would have actually occurred had the combinations been
       in effect on January 1, 1998, or indicative of future results of
       operations.


3.     Property and Equipment -

       Property and equipment are as follows:

                                                           December 31,
                                                -----------------------------
                                                     2000              1999
                                                -----------       -----------
         Cost:
            Leasehold improvements              $   100,034       $    94,197
            Equipment - owned                     2,350,281         2,237,141
            Equipment under capital lease         1,461,234           364,860
            In process equipment (MultiBand)        544,982             -
                                                -----------       -----------
                                                  4,456,531         2,696,198
                                                -----------       -----------
         Less accumulated depreciation:
            Leasehold improvements                   57,500            49,943
            Equipment - owned                       917,948         1,076,345
            Equipment under capital lease           203,974           245,830
                                                -----------       -----------
                                                  1,179,422         1,372,118
                                                -----------       -----------
                                                  3,277,109       $ 1,324,080
                                                ===========       ===========

       (continued)
<PAGE>


                                     - F12 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.     Property and Equipment - (continued)

       At December 31, 2000, MultiBand was committed to approximately $6,000,000
       and $30,000,000 of future equipment installations under contractual and
       non-contractual arrangements, respectively. The Company's timetable for
       completing and its ability to complete these installations is contingent
       on its ability to raise additional debt and/or equity financing necessary
       to fund the installations.


4.     Other Assets -

       Other assets are as follows:
                                                              December 31,
                                                        ------------------------
                                                           2000          1999
                                                        ----------    ----------
         Current assets:
            Notes receivable - current maturities       $  161,603    $   59,254
            Prepaid expenses and other                     132,613        95,512
                                                        ----------    ----------

                                                        $  294,216    $  154,766
                                                        ==========    ==========

          Noncurrent assets:
             Notes receivable, less current maturities  $   20,270    $   71,051
             Prepaid expenses and other                    156,905       191,830
                                                        ----------    ----------

                                                        $  177,175    $  262,881
                                                        ==========    ==========


5.     Other Liabilities -

       Other liabilities are as follows:
                                                                 December 31,
                                                            --------------------
                                                                2000     1999
                                                               ------   ------

        Payroll related                                     $ 585,505  $ 641,059
        Billings in excess of costs and estimated earnings     88,223      9,231
        Other                                                 152,205    327,223
                                                              -------  ---------

                                                            $ 825,933  $ 977,513
                                                            =========  =========


6.     Wholesale Line of Credit -

       In 2000, the Company entered into a $2,250,000 wholesale line of credit
       agreement with a financial institution for the purchase of certain resale
       merchandise from certain suppliers, interest generally at 0% (if paid
       within certain terms, generally 30 days), and collateralized by the
       related inventories and accounts receivable.


<PAGE>


                                     - F13 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7.     Notes and Installment Obligations Payable -

       Notes and installment obligations payable are as follows:
<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                      --------------------------------
                                                                                          2000              1999
                                                                                      --------------    --------------
<S>                                                                                   <C>               <C>
          Commercial line of credit borrowings                                        $       -         $   1,307,400

          Debenture payable                                                               2,250,000             -

          Notes payable, interest at 1.3% to 25.4%, due through
          August 2003, collateralized by certain assets                                     142,564           887,545

          Subordinated note payable to ENStar, interest at 9.0%, due December
          2003 or earlier in the event of certain equity
          offerings or transactions, unsecured                                              128,994           750,000

          Capital lease obligations, monthly installments including
          interest at 9.5% to 16.5% through 2004                                          1,268,859           191,209

          Notes payable to related parties, retired in 2000                                   -             2,037,100
                                                                                      -------------     -------------
                                                                                          3,790,417         5,173,254
          Less current maturities                                                           428,334         4,246,433
                                                                                      -------------     -------------
                                                                                      $   3,362,083     $     926,821
                                                                                      =============     =============
</TABLE>

       Future maturities are as follows:

              Year            Amount
            ---------     -------------

              2001        $     428,334
              2002              355,854
              2003            1,023,903
              2004            1,470,963
              2005              511,363
                          -------------
                          $   3,790,417
                          =============

       Two commercial line of credit arrangements expired in 2000.

       In 2000, the Company entered into a $2,250,000 debenture agreement with a
       financial institution with interest at 14% payable monthly, principal is
       due $102,273 each month from August 1, 2003 through June 1, 2005. The
       debenture is collateralized by a subordinated position in substantially
       all Company assets.


<PAGE>


                                     - F14 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.     Notes and Installment Obligations Payable - (continued)

       Interest expense to related parties for 2000, 1999, and 1998 was
       approximately $153,000, $142,000, and $47,000, respectively.

       The maximum amounts borrowed under the lines of credit were approximately
       $2,405,000, $2,105,000, and $590,000 for 2000, 1999, and 1998,
       respectively; average borrowings were approximately $339,000,
       $656,000,and $573,000, respectively; and the weighted average interest
       rates were 18.53%, 11.97%, and 10.92%, respectively.

       The Company also had $1,048,000 of outstanding letters of credit at
       December 31, 2000.

8.     Stockholders' Equity -

       Capital Stock Authorized

       The articles of incorporation authorize the Company to issue 50,000,000
       shares of no par capital stock. Authorization to individual classes of
       stock are by Board of Directors resolution. The Board authorized 275,000
       shares of Class A preferred stock, 60,000 shares of Class B preferred
       stock, 250,000 shares of Class C preferred stock, and 250,000 shares of
       Class D preferred stock, at December 31, 2000.

       Preferred Stock


       Dividends on Class A, Class C, and Class D preferred stock are cumulative
       and payable quarterly at 8%, 10%, and 14% per annum, respectively.
       Preferred stock can be converted into common shares at any time as
       follows: Class A and Class B - five shares, Class C - two shares, and
       Class D - two and one-half shares. The intrinsic value of any beneficial
       conversion option is recorded as preferred dividends at the time of
       preferred stock issuance. Dividends on Class B preferred are cumulative
       and payable monthly at 10% per annum. The dividends are based on $10 per
       preferred share. The Class B preferred was offered to certain note
       payable holders at a conversion of $10 per Class B preferred share. All
       preferred stock is nonvoting. Warrants to purchase shares of common stock
       were given with the issuance of Class A, Class B, and Class D preferred
       stock. The Company can redeem the preferred stock at $10.50 per share for
       Class A and Class B and $10.00 per share for Class C and Class D,
       whenever the common stock price exceeds certain defined criteria. Upon
       the Company's call for redemption, the holders of the preferred stock
       called for redemption will have the option to convert each preferred
       share into shares of common stock. Holders of preferred stock cannot
       require the Company to redeem their shares. The liquidation preference is
       the same as the redemption price for each class of preferred stock.

       Stock Compensation Plans

       The Company has a 1999 Stock Compensation Plan, which permits the
       issuance of restricted stock and stock options to key employees and
       agents. All outstanding incentive stock options granted under the prior
       1997 Stock Options Plan continue. There are 2,500,000 shares (as amended)
       of common stock reserved for issuance through restricted stock and
       incentive stock option awards. The Plans also provide that the term of
       each award be determined by the Board of Directors. Under the Plans, the
       exercise price of incentive stock options may not be less than the fair
       market value of the stock on the award date, and the options are
       exercisable for a period not to exceed ten years from award date.

       (continued)


<PAGE>


                                     - F15 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     Stockholders' Equity - (continued)

       Stock Compensation Plans (continued)

       The Company also has a 2000 Non-employee Director Stock Compensation
       Plan, which permits the issuance of stock options for 300,000 shares of
       common stock to non-employee directors. The exercise price of the stock
       options is the fair market value of the stock on the award date, and the
       options are exercisable for a period not to exceed ten years from award
       date.

       Employee Stock Purchase Plan

       The Company has a 2000 Employee Stock Purchase Plan, which allows for the
       sale of 400,000 shares of Company common stock to qualified employees at
       a price equal to the lower or 85% of the fair market value of the stock,
       at the beginning and end of each quarterly stock purchase period. At
       December 31, 2000, no shares were issued under the Plan.

       Restricted Stock

       The Company awards restricted common shares to selected employees.
       Recipients are not required to provide any consideration other than
       services. Company share awards are subject to certain restrictions on
       transfer, and all or part of the shares awarded may be subject to
       forfeiture upon the occurrence of certain events, including employment
       termination. The fair market value of shares awarded is generally
       amortized over three years, the vesting term of the awards. Compensation
       expense recorded in 2000, 1999, and 1998 in connection with the
       amortization of the award cost was $93,696, $37,532, and $-0-,
       respectively.

       Restricted stock activity is as follows:
                                    2000              1999               1998
                                  ---------        -----------         ---------
       Outstanding, January 1       199,939            106,759             -
          Issued                     35,000            144,600           106,579
          Vested                    (62,842)           (28,670)            -
          Forfeited                 (58,268)           (22,750)            -
                                  ---------        -----------         ---------
       Outstanding, December 31     113,829            199,939           106,579
                                  =========        ===========         =========


       Stock Options

Stock option activity is as follows:
<TABLE>
<CAPTION>
                                                                                      Weighted-Average
                                                  Options                              Exercise Price
                                 -------------------------------------------    -----------------------------
                                     2000            1999           1998         2000      1999       1998
                                 --------------   -----------    -----------    -------   --------   --------
<S>                                    <C>           <C>            <C>         <C>       <C>        <C>
       Outstanding, January 1          998,591       690,500        244,500     $ 1.09    $   .66    $   .88
          Granted                      440,700       341,841        450,000       4.26       1.95        .55
          Exercised                   (221,217)           --             --        .75         --         --
          Forfeited                    (72,567)      (33,750)        (4,000)      2.10       1.01       1.03
                                    -----------     ---------      ---------

       Outstanding, December 31      1,145,507       998,591        690,500       2.31       1.09        .66
                                    ===========     =========      =========
</TABLE>
       The weighted-average grant-date fair value of options granted during
       2000, 1999, and 1998 was $2.38, $.38, and $.18, respectively. All options
       were issued for exercise prices greater than or equal to grant date
       market values.

       (continued)


<PAGE>


                                     - F16 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.     Stockholders' Equity - (continued)

       Options outstanding and exercisable as of December 31, 2000, are as
follows:
<TABLE>
<CAPTION>
                                       Outstanding                             Exercisable
                       ---------------------------------------------    -------------------------
                                             Weighted - Average
                                         ---------------------------                 Weighted-
     Range of                                            Remaining                    Average
     Exercise                             Exercise       Contratual                   Exercise
      Prices                Options        Price         Life-Years      Options       Price
  --------------          -----------     --------      ------------    ---------    ---------
<S>                           <C>         <C>               <C>           <C>        <C>
   $.60 to $1.03              480,050     $  .67            7.1           480,050    $   .67
  $1.50 to $2.08              266,657       1.97            8.7            47,550       1.93
  $2.88 to $4.00              145,000       2.96            9.1                --         --
  $4.75 to $5.38              161,000       4.78            9.5                --         --
  $6.00 to $6.75               92,800       6.51            9.6                --         --
                          ------------                                  ----------
   $.60 to $6.75            1,145,507       2.31            8.3           527,600        .78
                          ============                                  ==========
</TABLE>

       If the Company recognized stock option compensation expense based on
       grant-date fair value, consistent with the method prescribed by SFAS No.
       123, net loss would be approximately as follows:

                                             Years Ended December 31,
                                   --------------------------------------------
                                        2000            1999            1998
                                   ------------    ------------    ------------

       Net loss                    $ (4,569,000)   $ (2,124,000)   $ (1,485,000)


       Loss per common share -
          basic and diluted        $       (.77)   $       (.56)   $       (.70)

       The fair value of stock options is the estimated present value at
       grant-date using the Black-Scholes Option-Pricing Model with the
       following weighted-average assumptions:

                                                Years Ended December 31,
                                         --------------------------------------
                                          2000           1999            1998
                                         -------        -------         -------

        Risk-free interest rate             6.46%          5.45%           5.39%
        Expected life                    5 years        5 years         5 years
        Expected volatility                   51%            20%             24%
        Expected dividend rate                 0%             0%              0%

       (continued)


<PAGE>


                                     - F17 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.     Stockholders' Equity - (continued)

       Stock Warrants

       Stock warrant activity is as follows:
<TABLE>
<CAPTION>
                                                                                                Weighted-Average
                                                            Warrants                             Exercise Price
                                                2000           1999           1998         2000      1999       1998
                                            --------------   ----------    -----------    -------   --------   --------
<S>                                               <C>          <C>            <C>         <C>       <C>        <C>
       Outstanding, January 1                     836,100      270,050        235,000     $ 2.12    $  1.50    $  1.28
         Granted                                8,760,964      566,050         35,050       8.42       2.42       3.00
         Exercised                             (1,206,000)          --             --       3.00         --         --
         Cancelled                               (297,600)          --             --       5.00         --         --
                                              ------------    ---------      ---------

       Outstanding, December 31                 8,093,464      836,100        270,050       8.71       2.12       1.50
                                              ============    =========      =========
</TABLE>

       The weighted-average grant-date fair value of warrants granted during
       2000, 1999, and 1998 was $1.63, $.028, and $.02, respectively. All
       warrants were issued for exercise prices greater than or equal to the
       award date market values.

       Warrants outstanding and exercisable as of December 31, 2000, are as
follows:

     Range of                               Remaining
     Exercise                               Contratual
      Prices             Warrants           Life-Years
--------------------   --------------      -------------

       $4.44                  80,920           6.9
       $8.75               8,012,544           1.5
                          -----------
  $4.44 to $8.75           8,093,464           1.5
                          ===========


       Stock warrants were awarded for:
                                             Years Ended December 31,
                                        -----------------------------------
                                          2000         1999         1998
                                        ---------    ---------    ---------

       Warrant dividend                 7,531,744           --           --
       Common stock                       898,300           --           --
       Cash                               150,000           --           --
       Preferred stock                     80,920        5,050       35,050
       Multiband startup                   50,000           --           --
       Debt issuance and guarantees        50,000      461,000           --
       Ekman acquisition                       --      100,000           --
                                        ---------    ---------    ---------
                                        8,760,964      566,050       35,050
                                        =========    =========    =========


The warrant dividend was declared in April 2000. For each share of common stock
outstanding, one warrant was issued to purchase common stock at $8.75 per share
for two years.

All warrants were recorded at fair value.

       (continued)


<PAGE>


                                     - F18 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     Stockholders' Equity - (continued)

       The fair value of stock warrants is the estimated present value at
       grant-date using the Black-Scholes Option-Pricing Model with the
       following weighted-average assumptions:

                                             Years Ended December 31,
                                    ------------------------------------------
                                      2000              1999            1998
                                    ---------          -------         -------

         Risk-free interest rate         6.49%            5.88%           4.34%
         Expected life              2.2 years          5 years         5 years
         Expected volatility               28%              20%             24%
         Expected dividend rate             0%               0%              0%

9.     Income Taxes -

       The income tax provision is as follows:

                                     Years Ended December 31,
                         ----------------------------------------------
                            2000              1999              1998
                         ---------       ------------       -----------
         Current         $   9,000       $     (8,000)      $        --
         Deferred               --            249,200            50,000
                         ---------       ------------       -----------
                         $   9,000       $    241,200       $    50,000
                         =========       ============       ===========

       Components of net deferred income tax assets are as follows:

                                                             December 31,
                                                     ---------------------------
                                                        2000              1999
                                                     -----------     -----------
       Deferred income tax assets:
         Net operating loss carryforwards            $ 5,549,200     $ 4,329,600
         Nondeductible allowances                        323,600         326,800
                                                      -----------    -----------
                                                       5,872,800       4,656,400
       Less valuation allowance                        5,792,800       4,524,900
                                                      ----------     -----------
                                                          80,000         131,500
       Deferred income tax liabilities - depreciation     80,000         131,500
                                                      ----------     -----------
       Net deferred income tax assets                 $       --     $        --
                                                      ==========     ===========

       Income tax computed at the U.S. federal statutory rate reconciled to the
       effective tax rate is as follows:

                                                   Years Ended December 31,
                                              --------------------------------
                                               2000         1999          1998
                                              -----        -----         -----

          Statutory tax rate (benefits)       (34.0)%      (34.0)%       (34.0)%
          Change in valuation allowance        41.3         64.3          36.2
          Net operating loss not recognized    (6.9)       (20.0)         (2.4)
          Other                                 (.2)         2.9           3.8
                                              -----        -----         -----
          Effective tax rate                     .2%        13.2%          3.6%
                                              =====        =====         =====


       (continued)


<PAGE>


                                     - F19 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.     Income Taxes - (continued)

       The valuation allowance increased by $1,267,900, $1,172,400 and $505,700
       in 2000, 1999 and 1998, respectively, primarily from the Company's
       inability to utilize its net operating loss carryforwards.

       The Company has the following net operating loss carryforwards at
       December 31, 2000, for federal income tax purposes:

                                                 Net
                          Year of             Operating
                         Expiration              Loss
                         ----------          ------------

                            2001             $    307,000
                            2002                3,152,000
                            2004                1,050,000
                            2005                  599,000
                            2007                  501,000
                            2008                   59,000
                            2009                   22,000
                            2011                  595,000
                            2012                   25,000
                            2018                1,122,000
                            2019                1,585,000
                            2020                4,856,000
                                             ------------
                                             $ 13,873,000
                                             ============

       Under Internal Revenue Code Section 382, utilization of losses expiring
       prior to 2019 are limited to approximately $375,000 each year.

       State income tax effects are not material and therefore not separately
       shown.


10.    Employee Benefit Plans -

       The Company has 401(k) profit sharing plans covering substantially all
       full-time employees. Employee contributions are limited to the maximum
       amount allowable by the Internal Revenue Code. The Company made no
       significant discretionary contributions in all the years presented.


11.    Commitments -

       Operating Leases

       Facilities are leased under related party operating leases, expiring
       through 2006. In addition to basic monthly rents of approximately
       $40,000, the Company pays building maintenance costs and real estate
       taxes and assessments. In addition, the Company leases vehicles under
       operating leases from an entity owned by a relative of a
       stockholder/officer and various equipment under other leases.

       (continued)


<PAGE>


                                     - F20 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    Commitments - (continued)

       Operating Leases - (continued)

       Future minimum rent commitments are approximately as follows:

                          Year                Amount
                       ----------          -----------
                          2001             $   577,000
                          2002                 471,000
                          2003                 408,000
                          2004                 392,000
                          2005                 173,000
                       Thereafter              255,000
                                            ----------
                                           $ 2,276,000
                                            ==========

       Rent expense for 2000, 1999, and 1998 was approximately $650,000,
       $261,000, and $202,000, respectively, of which $619,000 , $190,000, and
       $138,000, respectively, was with related parties.

       Employment Agreements

       The Company has employment agreements with various officers expiring
       through 2002. Some of the agreements include renewal options and
       incentives.

       Approximate future minimum payments are as follows:

                             Year            Amount
                             ----          ---------
                             2001          $ 468,000
                             2002            110,000
                                           ---------
                                           $ 578,000
                                           =========

12.    Supplemental Disclosures of Cash Flow Information -
<TABLE>
<CAPTION>
                                                                  Years Ended December 31,
                                                         -----------------------------------------
                                                             2000           1999           1998
                                                         -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>
     Cash paid for interest                              $   647,742    $   214,730    $   180,434

     Noncash investing and financing transactions:
        Warrant dividend                                  13,255,869             --             --
        Refinancing of debt                                1,603,189             --             --
        Notes payable converted to stocks and
           warrants issued                                 1,185,054             --        375,500
        Capitalized lease equipment purchases              1,310,081         11,845             --
        Conversion of preferred to common stock              109,897             --             --
        Acquisition of Ekman and ENC                              --      3,987,500      2,035,500
        Warrants issued with notes                                --        112,640             --

        Preferred dividend attributable to beneficial
           conversion of preferred stock                     755,384
</TABLE>

<PAGE>


                                     - F21 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.    Significant Customers and Suppliers -

       Two customers represented approximately 27% (18% and 9%) of revenues in
       2000. One different customer represented approximately 15% of revenues in
       1998. The Company had no individually significant customers in 1999.

       The Company purchased materials from major suppliers approximately as
       follows:

                                          Supplier
              ------------------------------------------------------------------
                  A              B             C             D             E
              ----------     ----------    ----------     ---------     --------

       2000       24%             18%            4%           --%          --%
       1999        7              34            18             7            1
       1998       --              --            60            19           15


14.    Financial Statement Adjustments -

       During 1998, the Company recorded approximately $1,000,000 of noncash
       adjustments in connection with the write down of the carrying amounts of
       certain assets as follows:

                                                   Expense Included Within
                                             ----------------------------------
                                              Cost of
                                              Products    Operating
                                                Sold      Expenses      Total
                                             ----------  ----------   ---------

            Inventory obsolescence           $  660,000  $       --  $  660,000
            Accounts and notes receivable            --     240,000     240,000
            Prepaid expenses and other               --     100,000     100,000
                                             ----------  ----------   ---------

                                             $  660,000  $  340,000  $1,000,000
                                             ==========  ==========  ==========

       The effect of these adjustments in 1998 was to increase the loss per
       common share by $.47.

15.    Business Segments -

       Prior to November 1, 1999, Vicom and VMTS operated as one segment, for
       integrated voice, video, and data networking technologies products and
       services. With the acquisition of Ekman on November 1, 1999, the Company
       added the CTU segment which sold computer technologies products and
       services.

       Since integrated voice, video and date networking technologies products
       and services are rapidly merging with computer technologies products and
       services, the Company in 2000 merged its integrated voice, video and data
       networking products and services operations with its computer
       technologies products and services operations in its CTU subsidiary. By
       the end of 2000, the CTU subsidiary functioned as one segment for
       integrated voice, video, data networking and computer technologies
       products and services, under one management structure, with one
       management financial reporting system, and having one unified marketing
       name.

       (continued)


<PAGE>


                                     - F22 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


15.    Business Segments - (continued)

       With the start up of MultiBand in February 2000, the Company added the
       segment providing voice, data, and video services to residential
       multi-dwelling units.

       Segment disclosures are as follows:
<TABLE>
<CAPTION>
                                                     Vicom
                                                    and VMTS            CTU          MultiBand          Total
                                                 -------------    -------------    -------------   -------------
<S>                                              <C>              <C>              <C>             <C>
          Year Ended December 31, 2000:
             Revenues                            $   3,248,310    $  36,460,217    $      73,319   $  39,781,846
             Loss from operations                    1,558,914          463,762        1,746,088       3,768,764
             Loss from operations without
                amortization                         1,558,914           34,992        1,746,088       3,339,994
             Depreciation and amortization             301,445          727,449           72,950       1,101,844
             Interest expense                          260,411          254,655           92,352         607,418
             Identifiable assets                       868,438       12,388,215        2,357,920      15,614,573
             Capital expenditures                       22,273          344,898        2,258,932       2,626,103

          Year Ended December 31, 1999:
             Revenues                               15,567,482        4,821,388            -          20,388,870
             Loss from operations                    1,642,919           40,054            -           1,682,973
             Loss (income) from operations
                without amortization                 1,544,476           (6,639)           -           1,537,837
             Depreciation and amortization             471,990           81,942            -             553,932
             Interest expense                          249,223           13,005            -             262,228
             Identifiable assets                     5,753,985        6,844,760            -          12,598,745
             Capital expenditures                      515,524          127,487            -             643,011
</TABLE>
       Segment disclosures are provided by entity to the extent practicable
       under the Company's accounting system.


<PAGE>


                                     - F23 -




            INDEPENDENT AUDITOR'S REPORT - SUPPLEMENTARY INFORMATION




Board of Directors and Stockholders
Vicom, Incorporated and Subsidiaries
New Hope, Minnesota


Our report on our audits of the basic consolidated financial statements of
Vicom, Incorporated and Subsidiary for 2000, 1999, and 1998, appears on page 1.
Those audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplementary
information on page 24 is presented for purposes of additional analysis and is
not a required part of the basic consolidated financial statements. Such
information has been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic consolidated financial
statements taken as a whole.




                                            Lurie Besikof Lapidus & Company, LLP

Minneapolis, Minnesota
February  15, 2001



See independent auditor's report - supplementary information and notes to
consolidated financial statements.


<PAGE>


                                     - F24 -

                      VICOM, INCORPORATED AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
                                   Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                    Column A                          Column B        Column C            Column D         Column E
--------------------------------------------------  -------------   -------------     -----------------   ------------
                                                                     Additions
                                                     Balance at      Charged to                             Balance
                                                     Beginning       Costs and                              at End
                   Description                        of Year         Expenses           Deductions         of Year
--------------------------------------------------  -------------   -------------     -----------------   ------------
<S>                                                 <C>              <C>              <C>                 <C>
ALLOWANCE DEDUCTED FROM
    ASSET TO WHICH IT APPLIES

Allowance for doubtful accounts receivable:
       2000                                         $    140,000     $   176,000      $   157,000 (A)     $   159,000
       1999                                              115,000         165,000          140,000 (A)         140,000
       1998                                               40,000         125,000           50,000 (A)         115,000

Allowance for inventory obsolescence:
       2000                                              330,000         245,000          375,000 (B)         200,000
       1999                                              910,000           -              580,000 (B)         330,000
       1998                                              250,000         660,000            -                 910,000

Notes receivable:
       2000                                              105,000           -              105,000 (A)          -
       1999                                              115,000           -               10,000 (D)         105,000
       1998                                                -             115,000            -                 115,000

Allowance for doubtful utilization of
  prepaid advertising:
       2000                                              392,000           -              392,000 (C)           -
       1999                                              392,000           -                -                 392,000
       1998                                              292,000         100,000            -                 392,000
</TABLE>

(A)      Write-off uncollectible receivables
(B)      Write-off obsolete inventory
(C)      Write-off unusable prepaid advertising
(D)      Collections


See Independent auditor's report - supplementary information and notes to
consolidated financial statements.


<PAGE>


ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

         No changes in or disagreements with accountants, which required
reporting on Form 8-K have occurred within the two-year period ended December
31, 2000.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information with respect to the directors and executive officers of the
Company set forth under "Information Concerning Directors, Nominees and
Executive Officers" and under "Compliance with Section 16 (a) "in the Company's
definitive proxy statement for the annual meeting of shareholders to be held May
30, 2001, is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

         Information with respect to Executive Compensation set forth under
"Executive Compensation" in the Company's definitive proxy statement for the
annual meeting of shareholders to be held May 30, 2001, is incorporated (other
than the subsections captioned "Report of the Compensation and Stock Option
Committee" and "Performance Group"), is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information with respect to security ownership of certain beneficial
owners and management, set forth under "Beneficial Ownership of Principal
Shareholders and Management" in the Company's definitive proxy statement for the
annual meeting of shareholders to be held May 30, 2001, is incorporated herein
by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information with respect to certain relationships and related
transactions, set forth under "Information Concerning Directors, Nominees and
Executive Officers" in the Company's definitive proxy statement for the annual
meeting of shareholders to be held May 30, 2001, is incorporated herein by
reference.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)
         Financial Statements, Financial Statement Schedules and Exhibits.
1.
         Financial Statements

See Index to Consolidated Financial Statements and Financial Statement Schedules
on page 19 of this report.

2.
         Financial Statement Schedules


See independent auditor's report - supplementary information and notes to
consolidated financial statements.


<PAGE>


All schedules to the Consolidated Financial Statements normally required by the
applicable accounting regulations are included in Item 8 or are not applicable.

3.
         Exhibits


See Index to Exhibits on page 51 of this report.

(b)
         Reports on Forms 8-K.

One report on Form 8-K was filed by the Company during the last quarter of the
fiscal year covered by this report. This Form 8-K was filed on November 22,
2000. No financial statements were filed as part of this report. This subject of
the 8-K report was the raising of additional equity through the sale of
preferred stock.


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or Section 15(d) of
Securities Exchange Act of 1934, the registrant has duly caused this amendment
no. 1 to its 10-K Report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                VICOM, INC.
                                Registrant

                                By: /s/ James L. Mandel
                                    -----------------------
                                        James L. Mandel
                                    CHIEF EXECUTIVE OFFICER


Date: May 21, 2001


                                By: /s/ Steven M. Bell
                                    -----------------------
                                        Steven M. Bell
                                    CHIEF EXECUTIVE OFFICER
                               (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


Date: May 21, 2001


By:


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


See independent auditor's report - supplementary information and notes to
consolidated financial statements.


<PAGE>


                                 EXHIBITS INDEX


       EXHIBIT
         NO.      DESCRIPTION

         2.1      Asset Purchase Agreement and related documents with Enstar
                  Networking Corporation dated December 31, 1998(1)
         2.2      Agreement and Plan of Merger with Ekman, Inc. dated December
                  29, 1999(1)
         3.1      Amended and Restated Articles of Incorporation of Vicom,
                  Inc.(1)
         3.2      Restated Bylaws of Vicom, Incorporated(1)
         3.3      Articles of Incorporation of Corporate Technologies, USA,
                  Inc.(1)
         3.4      Bylaws of Corporate Technologies, USA, Inc.(1)
         4.1      Certificate of Designation of the Relative Rights,
                  Restrictions and Preferences of 8% Class A Cumulative
                  Convertible Preferred Stock and 10% Class B Cumulative
                  Convertible Preferred Stock dated December 9, 1998(1)
         4.2      Form of Warrant Agreement(1)
         4.3      Warrant Agreement with James Mandel dated December 29, 1999(1)
         4.4      Warrant Agreement with Marvin Frieman dated December 29,
                  1999(1)
         4.5      Warrant Agreement with Pierce McNally dated December 29,
                  1999(1)
         4.6      Warrant Agreement with Enstar, Inc. dated December 29, 1999(1)
         4.7      Warrant Agreement with David Ekman dated December 29, 1999(1)
         4.8      Certificate of Designation of the Relative Rights,
                  Restrictions and Preferences of 10% Class C Cumulative
                  Convertible Stock (2)
         5.1      Opinion of Winthrop & Weinstine, P.A.(2)
         10.1     Vicom Lease with Marbell Realty dated June 20, 1996(1)
         10.2     Employment Agreement with Marvin Frieman dated October 1,
                  1996(1)
         10.3     Employment Agreement with Steven Bell dated October 1, 1996(1)
         10.4     Employment Agreement with James Mandel dated August 14,
                  1998(1)
         10.5     Vicom Associate Agreement with NEC America, Inc. dated June
                  1999(1)
         10.6     Loan Agreement with Wells Fargo dated June 17, 1999(1)
         10.7     Employment Agreement with David Ekman dated December 29,
                  1999(1)
         10.8     Debenture Loan Agreement with Convergent Capital dated March
                  9, 2000(1)
         10.9     Corporate Technologies, USA, Inc. lease with David Ekman dated
                  January 19, 2000(1)
         10.10    Supplement dated July 11, 2000 to debenture loan agreement
                  with Convergent Capital dated March 9, 2000.(2)
         21.1     List of subsidiaries of the registrant(1)
         23.1     Consent of Lurie Besikof Lapidus & Company, LLP
         23.2     Consent of Winthrop & Weinstine, P.A.(2)

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

See independent auditor's report - supplementary information and notes to
consolidated financial statements.


<PAGE>


         24.1     Power of Attorney (included on signature page of this
                  registration statement)

         27.1     Financial Data Schedule.(4)

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

         (1)      Previously filed as the same exhibit to the Registrant's Form
                  10, as amended.

         (1)      Previously filed as the same exhibit to the original
                  Registration Statement on Form S-1 filed on August 11, 2000
                  and declared effective on August 18, 2000.

         (3)      Previously filed as the same exhibit to Registrants Proxy
                  Statement on Form 14A, filed on July 31, 2000.

         (4)      Filed herewith.

A copy of any of the exhibits listed or referred to above will be furnished at a
reasonable cost to any shareholder of the Company, upon receipt of a written
request from such person for any such exhibit. Such request should be sent to:
Vicom, Inc., 9449 Science Center Drive, New Hope, MN 55428, Attn: Steve Bell.






See independent auditor's report - supplementary information and notes to
consolidated financial statements.