SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                           ----------------

                             FORM 10-K

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
                  For the fiscal year ended March 31, 2000

                                     OR

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

       For the transition period from __________ to ___________

                       Commission file number: 333-46197
                        ------------------------------------
                            URSUS TELECOM CORPORATION
           (Exact name of the Registrant as specified in its charter)

       Florida                                      65-0398306
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                  Identification No.)

     440 Sawgrass Corporate Parkway, Suite 112, Sunrise, Florida 33325
     (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code:  (954) 846-7887

     Securities registered pursuant to Section 12(b) of the Act:


                                          Name of each exchange
      Title of each class:                on which registered:
      ---------------------               ------------------------

      Common Stock, $.01 par value        Nasdaq National Market

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

     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 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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant on June 23, 2000 was $17,654,000 (based on the last trade on
June 23, 2000 at $5.875 per share).  As of June 29, 2000, there were 1,000
shares of Series A Preferred Stock, $.01 par value per share, issued and
outstanding, and 7,999,815 shares of common stock, $.01 par value per share
("Common Stock"), issued and outstanding.

Documents Incorporated by Reference
-----------------------------------
None.


<PAGE>
<PAGE>
                         URSUS TELECOM CORPORATION

                             TABLE OF CONTENTS

                                  PART I
                                  ------

Item 1. Business......................................................1

Item 2. Properties...................................................21

Item 3. Legal Proceedings............................................22

Item 4. Submission of Matters to a Vote of Security Holders..........22

                                  PART II
                                  -------

Item 5. Market for our Common Equity and Related Shareholder Matters.22

Item 6. Selected Consolidated Financial Data.........................23

Item 7. Management's Discussion and Analysis of Financial Condition
        and Results of Operations....................................24

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.33

Item 8.  Financial Statements and Supplementary Data.................33

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.........................33

                                 PART III
                                 --------

Item 10.  Directors and Executive Officers of the Registrant.........34

Item 11.  Executive Compensation.....................................36

Item 12.  Security Ownership of Certain Beneficial Owners
          and Management.............................................39

Item 13.  Certain Relationships and Related Transactions.............40

                                 PART IV
                                 -------

Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K................................................45

Glossary of Terms..................................................II-1

<PAGE>
<PAGE>

                               PART I
                               ------

     For your convenience, technical terms and acronyms when first used in
this Form 10-K are both defined when first used and defined in the Glossary
commencing on page 45.

     Our report on this  Form 10-K contains forward-looking statements made
within the meaning of section 27a of the Securities Act of 1933, as amended
("the "Act") and section 21e of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").  Words such as "may," "will," "continue,"
"project," "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," and similar expressions identify such forward-looking statements.
These statements are not guarantees of future performance and are subject to
known and unknown risks and uncertainties such as those discussed in the
sections entitled "Factors affecting Ursus' business, operating results and
financial condition," "Item 1.  Business," and "Item 7.  Management's
discussion and analysis of financial condition and results of operations" as
well as risks from general economic factors and conditions.  These known and
unknown risks and uncertainties could cause actual results, levels of
activity, performance, achievements and prospects to differ materially from
those expressed or forecasted.  You should not rely on these forward-looking
statements, which reflect only our opinion as of the date of this Form 10-K.
We do not assume any obligation to revise forward-looking statements.  You
should also carefully review the risk factors set forth in other reports or
documents we file from time to time with the Securities and Exchange
Commission, particularly the quarterly reports on Form 10-Q and any current
reports on Form 8-K.

Item 1.  Business

      We are a provider of international telecommunications services and offer
a broad range of discounted international and enhanced telecommunication
services, including United States originated long distance service, directdial
international service, Internet telephony and voice over the Internet Protocol
("VOIP") typically to small and medium-sized businesses and individuals.  We
have expanded our geographic coverage in Europe, Asia Pacific, Central and
South America through our acquisition of Access Authority, Inc. ("Access") in
September 1998.  We intend to continue to capitalize on the increased demand
for high-quality international telecommunications services resulting from the
globalization of the world's economies and the worldwide trend toward
telecommunications deregulation.

     We have recently expanded our reach into Latin America and Spain through
the acquisition of Latin America Enterprises ('LAE') on June 1, 2000. LAE is
provider of international long distance telecommunication services, primarily
through the sale of prepaid calling cards in airports, railroad stations and
other highly visible locations in the United States, Latin America and Spain.
The prepaid calling cards are distributed through manned kiosks and vending
machines.  LAE supports the marketing efforts through branch offices and
affiliated companies located in 13 countries.  LAE operates a switching
facility in Miami, Florida. We anticipate that we will consolidate the
switching into our Sunrise, Florida facility.

     We have expanded our high margin retail customer subscriber base by
purchasing a customer base from a US  based carrier on June 1, 2000. This
purchase also gave the Company a point of presence in Los Angeles, California,
Nigeria and Gibraltar.

     Our primary service is call reorigination; however, we are increasingly
migrating calls to direct access using Internet Protocol ("IP") and other
methods.  We also provide service to other carriers and resellers.  Our retail
customer base, which includes corporations and individuals, is primarily
located in South Africa, Latin America, the Middle East (Lebanon and Egypt),
Germany and New Zealand.  We operate a switched-based digital
telecommunications network out of our primary switching hub located in
Sunrise, Florida.

     We have also developed an e-commerce site known as theStream.com.  Our
goal for theStream.com is to become a leading communications portal on the
Internet and a one-stop e-commerce shop for global telecommunications
services.  The site is running on an IBM RS/6000 server system, which
incorporates a series of high quality and client-friendly service options such
as PC to phone, phone to phone and other sophisticated web-centric
<PAGE>
<PAGE>
applications.  The site is anticipated to facilitate access to a host of
value-added telecommunications products and services.  We have completed the
first two phases of the project and anticipate that a full marketing effort
will begin in the near future.  Currently the site is operating without strong
marketing support, and, therefore, we have not generated significant revenues
to date.

     We operate through a network of agents and resellers that allow us to
remain adaptable to a changing competitive environment.  Some of our agents
use a proprietary agent support system developed and provided by us to provide
marketing, customer support, billing and collections, in local language and
time.  We supply each of our agents with near real-time data for customer
management,
usage analysis and billing from our local and wide area network.  Through our
agent network, we are developing and maintaining close relationships with
vendors of telephone systems such as Siemens, Plessey and Alcatel in key
markets in order to promote our line of telecommunications services.

     In addition, we provide an array of basic and value added services to our
customers, which include:

     -  long distance international telephone services.
     -  direct dial access for corporate customers.
     -  dedicated access via a leased line for high volume users.
        calling cards.
     -  abbreviated or speed dialing.
     -  international fax store and forward.
     -  switched Internet services.
     -  itemized and multicurrency billing.
     -  follow me calling or call forwarding.
     -  enhanced call management and reporting services.
     -  Web Centric PC to phone services.
     -  Web Centric phone to phone services.

     We believe that our proprietary software system provides an efficient
infrastructure for back room processing, gives us a strategic advantage over
our competitors and will facilitate the rapid and economical consolidation of
acquired competitors, if any.  To remain competitive, we plan to do the
following:

     -  Increase sales to existing customers.
     -  Expand the reach and distribution capabilities of our telephone
        service through our e-commerce web site, theStream.com.
     -  Provide wholesale services to other carriers.
     -  Enter into selected acquisitions.
     -  Expand the business generated by our existing agents.
     -  Use a portion of the sale of proceeds from our sale of common stock
        and shares of common stock underlying warrants granted by us, which
        was consummated on February 10, 2000 (the "Private Placement"), to
        expand our primary digital switching platform and network access
        "nodes" by using a hybrid network of Internet, Intranet and
         circuit-based facilities.

             -  A "node" is a specially configured multiplexer which provides
                the interface between the local public switched telephone
                network where the node is located and a switch.  The local
                public switched telephone network can be accessed by the
                public through private dedicated lines, wireless systems and
                pay phones. A node collects and concentrates call traffic from
                its local area and transfers it to a switch via private line
                for call
<PAGE>
<PAGE>
                processing.  Nodes permit us to extend our network into new
                geographic locations by accessing the local public switched
                telephone network without deploying a switch locally.
     -  Enhance our capabilities as a "direct access" provider by locating
        switching platforms at network centers of major telecommunications
        providers, such as MCI WorldCom, Cable and Wireless and other carriers
        and by deploying smaller network access nodes in less populated
        service areas.
             -  Direct access is a means of accessing a network through the
                use of a permanent point-to-point circuit typically leased
                from a facilities-based carrier.  The advantages of direct
                access include (1) simplified premises-to-anywhere calling,
                (2) faster call set-up times and (3) potentially lower access
                and transmission costs, provided there is sufficient traffic
                over the circuit to generate economies of scale.
     -  Exploit our market penetration and technological sophistication by
        using IP telephony technology, which processes data and/or voice
        transmission over the Internet and Intranet.
             -   IP telephony creates the opportunity to bypass the switched
                 telephone network by using costeffective packet switched
                 networks such as private Intranets and/or the public Internet
                 for the delivery of fax and voice communications.
     -  Use IP telephony technology concurrently with call reorigination.
     -  Deploy IP telephony technology where feasible in order to create a
        hybrid network capable of carrying significant amounts of customer
        traffic on a low cost platform with a modest initial capital
        investment.

     We currently operate points of presence located in the US cities of New
York, Los Angeles, Sunrise and in overseas locations in Germany, the Czech
Republic, Argentina, Peru, South Africa, Greece, Gibraltar, Nigeria  and
Lebanon.  Some of these points of presence are owned by us and others are
leased.  The points of presence are scaleable and flexible platforms designed
for interconnection with our network and are built primarily using tier-1 IP
telephony vendor equipment such as Nortel, VocalTec and Cisco.  The
scaleability of the points of presence permits us to quickly increase capacity
in increments at relatively low cost, either for a geographic region
or a customer.  In addition, the point of presence architecture is flexible
and designed to easily integrate and support new services.

     Our interactive communications portal, theStream.com, acts as a
single-source, on-line solution for our users and on-line marketing agents.
Through our interactive communications portal, our users can:

     -      view a description of all of our services, including pricing
            information.
     -      sign up for any of our services, including PC-to-phone, Global
            Roaming
            and phone-to-phone.
     -      download our software plug-in for our browser based PC-to-phone
            application.
     -      recharge their account, either by entering their credit card
            information or authorizing automatic recharging.
     -      send a PC-to-phone call.
     -      check real-time billing and usage information.
     -      communicate by e-mail with a theStream.com customer service
            representative.
     -      view answers to frequently-asked questions through our interactive
            communications portal.
<PAGE>
<PAGE>
     -      view a description of our on-line agent program.
     -      sign up to serve as an on-line agent.
     -      receive marketing tools to put on their own Web sites.
     -      monitor their daily traffic and results.
     -      view trends.
     -      view commissions by promotions.

     TheStream.com is a fully integrated component of our global network,
connected and interfaced on a real-time basis with our switches, routers,
billing systems and other enterprise systems.  Our customers are able to
procure telecom and enhanced services in virtually every country throughout
the world, view their account history and review their billing in a real-time
environment.

     In summary, we intend to become a significant provider of international
telecommunications services within emerging and deregulating markets.  We plan
to maximize our growth and profit potential by (1) leveraging our existing
infrastructure
and market penetration, (2) expanding our customer base, (3) growing our
Global IP carrier to carrier business and (4) capitalizing on marketing
channels such as the Internet.  We believe that we can gain strategic
advantages while capitalizing on the opportunities presented by deregulation
and technological advances in the global telecommunications industry by using
our independent agent network, efficient back office systems and favorable
relationships with U.S. and international telecommunications carriers.

<PAGE>
<PAGE>
THE NETWORK

     The Network uses a high capacity, programmable switching platform
designed to deploy networkbased intelligent services quickly and cost
effectively.  The switches are modular and scaleable and incorporate advanced
technologies such as hierarchical call control and network management
software.  These types of switches can also provide a bridge between various
protocols and standards.  As the Network continues to evolve, the installed
base of switches could be upgraded easily to create a costeffective, scaleable
switching point in a software intelligencebased network.  The Network's
"intelligent switches" incorporate proprietary software to achieve least cost
routing ("LCR"), the process by which we optimize the cost and routing of
calls over
the Network to every directly dialable country in the world.  Furthermore, LCR
allows calls
that are not routed over the Network to be routed directly from our switch
through the infrastructure of contracting carriers to their destinations at
the lowest available rates that are obtainable on our network.  These
switching capabilities also enable us to efficiently perform billing functions
and account activation and to provide value-added services.  We rely upon
Synchronous Optical Network ("SONET") "fiber optic" facilities to multiple
carriers to provide redundancy in the event of technical difficulties in the
Network.  Fiber-optic transmission mediums consist of high-grade glass fiber
through which light beams are transmitted carrying a high volume of the
communications traffic.  We maintain a high level of redundancy at our
switching facilities in Sunrise, Florida to provide protection for our
switching operations.  Our strategy is to monitor our anticipated traffic
volume on a regular basis and to increase carrier trunking capacity before
reaching the capacity limitations of such circuits.

     Our customers access our services either through "dial up access" or
"direct access." Dial up access is obtained via: (1)paid access, which
requires the customer to pay the local PTO for the cost of a local call, where
appropriate, in order to access our services; (2) call reorigination, which
enables the customer to receive a return call providing a dial tone originated
from our Sunrise, Florida switching center; (3) International Toll Free
Service (ITFS), which accesses the Sunrise, Florida switching center via a
direct dial number for which we pay the cost to the foreign carrier;
(4) Dedicated Access (Direct Access) from wholesale carrier customers in North
America.  Direct access allows access to our network by using a permanent
point-to-point circuit typically leased from a facilities-based carrier.  The
advantages of direct access include simplified premises-to-anywhere calling,
faster call setup times and potentially lower access and transmission costs,
provided there is an adequate level of traffic over the circuit to generate
economies of scale.  Direct access, including VOIP, accounted for
approximately 21.5% of our overall revenues for the fiscal year ended March
31, 1999 and 25.5% for the year ended March 31, 2000.

     To reduce the variable telecommunications costs and improve usage, we
are, where regulations permit such transmission method, in the process of
changing our customer base from call reorigination and ITFS access to  direct
access.  Until regulations permit, most customers outside of Europe and other
deregulating and liberalizing geographic locations are expected to continue to
access our services through call reorigination or ITFS numbers.   See "Factors
Affecting Business, Operating Results and Financial Condition - Business Risks
- Government regulation,
<PAGE>
<PAGE>
enforcement and interpretation of telecommunication laws and regulations is
unpredictable and subject to change."

     Currently, our Network is primarily used to originate and terminate
international long distance traffic for our own subscribed customer base.  We
intend to further leverage our Network and foreign presence to take advantage
of anticipated settlement agreement changes by offering other carriers
and ITOs an alternative to the traditional settlement process for origination
and termination of long distance traffic.  This process is known as
"Refiling." The FCC issued directives in December 1996 encouraging
circumvention of settlements in the historic sense where possible.  This
change is likely to create new opportunities with ITO partners in emerging
markets.  See "Factors Affecting Business, Operating Results and Financial
Condition - Business Risks - Government regulation - enforcement and
interpretation of telecommunication laws and regulations is unpredictable and
subject to change."

     The economic benefits to Ursus of owning and operating our own direct
access Network arise from reduced variable transmission costs.  Calls not
routed through the Network generate significantly higher variable costs
because they are connected using relatively expensive ITFS numbers or call
reorigination.  In contrast, because the Network has significant fixed costs
associated with its operations, consisting primarily of leased line rental
charges, local connectivity and facility/network management costs, calls
routed through the Network have lower variable costs than offnetwork traffic.
However, for the foreseeable future, Ursus will, for economic reasons,
piggyback on the networks of major global operators.  Consequently, we will
only install our own fixed facilities when existing traffic on a carrier route
is adequate to offset the costs of installation and ongoing fixed costs.

     We plan to continue to deploy a network of IP telephony gateways in
selected countries to add to our existing platform.  To avoid the high fixed
costs of a switched telephone network we plan to develop a hybrid network of
IP telephony technology for the delivery of faxes and voice transmissions.

TECHNOLOGY

     Deregulation of telecommunications markets throughout the world has
coincided with substantial technological innovation.  The proliferation of
digital fiberoptic cable in and between major markets has significantly
increased transmission capacity, speed and flexibility.  Improvements in
computer software and processing technology have enabled telecommunications
providers to offer a broad range of enhanced voice and data services.
Advances in technology also have created multiple ways for telecommunications
carriers to provide customer access to their networks and services.  These
include customerpaid local access, international and national tollfree access,
direct digital access through a dedicated line, equal access through automated
routing from the public switched telephone system, IP telephony and call
reorigination.  The type of access offered depends on the proximity of
switching facilities to the customer, customer needs, and the regulatory
environment.  Overall, these changes have resulted in a trend towards
bypassing traditional international long distance operating agreements as
<PAGE>
<PAGE>
international long distance companies seek to operate more freely and
efficiently.  As
countries deregulate, the demand for alternative access methods typically
decreases because carriers are permitted to offer a wider range of
facilitiesbased services on a transparent basis.  The most common form of
traditional alternative international access, call reorigination, avoids high
international rates offered by the ITO in a particular regulated country by
providing a dial tone from a deregulated country, typically the United States.
Technical innovations, ranging from inexpensive dialers to sophisticated
incountry switching platforms, have enabled telecommunications carriers, such
as Ursus, to offer a "transparent" form of call reorigination, thereby
avoiding complicated endcustomer usage procedures.  To place a call using
traditional call reorigination, a user dials a unique phone number to an
international carrier's switching center and then hangs up after it rings or
alternatively, if using a transparent processing method, a dialer
automatically performs these dialing functions.  The user then receives an
automated call reorigination providing a dial tone from the U.S., which
enables the user to complete the call.  For the fiscal year ended March 31,
2000, we derived approximately 74.5% of our revenues from international call
reorigination services.

     Our research and development efforts have been nominal and have focused
almost exclusively upon refining and upgrading our back office computer
systems.  We have neither the resources nor the expertise to derive any
significant advantages from research or development into telecommunications
equipment and prefer to use the equipment developed by others.  By devoting
our resources to our computer systems and back office procedures, we believe
that we have developed an efficient and flexible operating system, minimized
its payroll and maximized the efficiency of our back office operations.  See
"Management Information Systems."

MANAGEMENT INFORMATION SYSTEMS

     We have made significant investments developing and implementing
sophisticated information systems which enable us to: (1) monitor and respond
to customer needs by developing new and customized services; (2) manage LCR;
(3) provide customized billing information; (4) provide high quality customer
service; (5) detect and minimize fraud; (6) verify payables to suppliers; and
(7) rapidly integrate new customers.  We believe that our network
intelligence, billing and financial reporting systems enhances our ability to
competitively meet the increasingly complex and demanding requirements of the
international long distance markets.  We continuously provide enhancements and
ongoing development to maintain our switching, billing and information service
platforms.

     We currently have a turnaround time of approximately 24 hours for new
account entry.  Our billing system provides multicurrency billing, itemized
call detail, city level detail for destination reporting and electronic output
for select accounts.  We provide customers with several payment options,
including automated credit card processing and automated direct debiting.

     We have developed proprietary software, utilizing our own in-house staff
of programmers, to provide telecommunications services and delivery timely
customer
<PAGE>
<PAGE>
support.  In contrast to most traditional telecommunications companies, the
software used to support our enterprise resides outside of the switches in
closed systems and, therefore, does not currently rely on third party
manufacturers for upgrades.  We believe our software configuration facilitates
the rapid development and deployment of new services and provides us with a
competitive advantage.  Our Sunrise, Florida central switch has a call detail
recording function which enables us to: (1) achieve accurate and rapid
collection of call records; (2) detect fraud and unauthorized usage; and (3)
permit rapid call detail record analysis and rating.

     We also use our proprietary software in analyzing traffic patterns and
determining network usage, busy hour percentage, originating traffic by
switching center, terminating traffic by supplier and originating traffic by
customer.  This data is utilized to optimize LCR, which may result in call
traffic being transmitted over our transmission facilities, other carriers'
transmission facilities or a combination of such facilities.  If traffic
cannot be handled over the least cost route due to overflow, the LCR system is
designed to transmit the traffic over the next available least cost route.

INTERNET PROTOCOL (IP) TELEPHONY

     We are increasing our reliance on IP in order to capitalize on the low
cost of delivery and the lack of regulation.  Virtually all of today's voice
and fax traffic is carried over the public
switched telephone network.  Phone switches either owned by the ITOs or other
enterprise common carriers and resellers allow ordinary telephones and fax
machines to reach one another anywhere in the world.  The advent of IP
telephony has created the opportunity to bypass today's switched telephone
network and use costeffective packet switched networks (Intranet) and/or the
public Internet for the delivery of voice and fax communications.  Prior to
1995, the market for IP telephony products was virtually nonexistent.  It was
commonly believed that quality voice communications across the
Internet/Intranet was impossible.  This situation dramatically changed with
the introduction of a new class of products which significantly enhanced voice
transmissions over the Internet/Intranet.  As a class of technology products,
this is referred to as IP telephony.  As companies realized that quality IP
telephony communication was possible, they quickly joined the race to
capitalize on the opportunity.  Desktop software offering computertocomputer
communication flourished due in part to the explosive growth of the Internet.
The current generation of IP telephony applications allows users to make calls
using a standard telephone and a centralized Internet/Intranet substituting
for the public switched telephone system.  This centralized IP connection is
accomplished via IP telephony gateway servers.  The principle behind such a
system is similar to IP telephony desktop applications, but rather than using
the microphone and speakers connected to multimedia PCs, users speak into a
standard telephone connected to a public branch exchange ("PBX").  PBX is
switching equipment that allows connection of a private extension telephone to
the public switched telephone network or to a private line.  To place a call,
the caller would dial the number of the party they are calling, just like
making a callthrough the public switched telephone network.  The PBX would
then route the callthrough the IP telephony gateway via a programmed trunk
interface and the gateway contacts another gateway at the called site.
Several companies have developed and are currently using this technology.
Furthermore, developments in hardware, software and networks are expected to

<PAGE>
<PAGE>
continue to improve the quality and viability of IP telephony.  In time,
packetswitched networks may become less expensive to operate than
circuitswitched networks, primarily because carriers can compress voice
traffic and thereby can place more calls on a single line.

INDEPENDENT AGENTS

     From our inception in 1993 up until our acquisition of Access in
September 1998, our sales and marketing efforts have been conducted through
exclusive independent agents in each of its markets.  Each of these exclusive
independent agents operate in accordance with a model of practices and
procedures developed by us, and settle all customer invoices, net of the
agency's commission share, directly with us within a prescribed period.  We
have reduced our reliance upon our existing exclusive independent agents by
expanding our business through the strategic acquisition of Access and through
acquisition of our former agents in Argentina and Uruguay and through
investments in Peru.  Through these acquisitions we have added approximately
220 new non-exclusive agents and resellers located in various markets
throughout the world.

     Agent compensation is paid directly by us and is based
exclusively upon payment for our services by customer funds the agents must
obtain for us.  The commission paid to agents ranges between 10 to 20% of
revenues received by us and varies depending on individual contracts, the
exclusivity of the agency and the type of service sold.  Commissions are paid
each month based on payments received during the prior month from receivables
collected by the agent.  Revenues attributable to the four most significant
agents for the fiscal years ended March 31, 2000 and 1999, were approximately
38.8% and 44%, respectively.
<PAGE>
<PAGE>
CUSTOMER BASE

     Our target customers are small and medium-sized businesses with
significant international telephone usage (i.e., generally in excess of $500
in international phone calls per month).  We also provide our services to a
growing base of individual retail customers.  The corporate market includes
manufacturers, distributors, trading companies, financial institutions, and
importexport companies, for which long distance telecommunications service
represents a significant business expense, and such customers are therefore
focused on value and quality.  It is estimated that small and medium-sized
businesses account for the majority of all businesses particularly outside the
U.S., and we believe that in
most markets they account for a significant percentage of the international
long distance traffic originated in those markets.  For example, the EU
estimates that in 1996 there were 15 million small and mediumsized businesses
in the EU and that these businesses accounted for more than one half of all
jobs in the EU in 1996, almost half of all business revenue and about $30
billion per year in total telecommunications revenue.

     We believe that small and mediumsized businesses have generally been
underserved by the major global telecommunications carriers and the ITOs,
which have focused on offering their lowest rates and best services primarily
to higher volume multinational business customers. We offer these small and
mediumsized companies significantly discounted international calling rates
compared to the standard rates charged by the major carriers and ITOs.

     We also offer international termination services to other carriers,
including resellers, on a wholesale basis, as a "carriers' carrier."  Our
carrier customers as a group currently provide us with a relatively stable
customer base and thereby assist us in projecting potential utilization of our
network facilities.  In addition, the potentially significant levels of
traffic volume that could be generated by such carrier customers may enable us
to obtain larger usage discounts based on potential volume commitments.  We
believe that revenues from our carrier customers will represent a growing
portion of our overall revenues in the future.

     We also target residential customers with high international calling
patterns such as ethnic communities and military markets and plan to increase
the marketing of prepaid calling cards at highly visible locations such as
airports and railroad stations.

<PAGE>
<PAGE>
     Currently, no end retail customer individually accounts for more than 1%
of our revenue.

EXPANSION PLANS

     We expect to use a significant portion of the remaining proceeds of the
private placement to expand and proliferate our Network and our services on a
more rapid basis by deploying additional switches and points of presence
("POPs") and installing fixed facilities to interconnect POPs and nodes, in
addition to deploying our IP telephony based fax and voice services.

     We intend to enter additional markets and expand our operations through
acquisitions, joint ventures, strategic alliances and the establishment of new
operations.  We may consider acquisitions of certain competitors which have a
high quality customer base and which would, upon consolidation with our
operations, add to revenue.  In addition, we may acquire equity interests
in our existing agents and may pursue partnership arrangements in emerging and
maturing markets with existing sales organizations and other nondefined
telecommunications entities.

      We are developing an e-commerce site known as thestream.com. Our goal
for thestream.com is for it to become a leading communications portal on the
Internet and a one-stop e-commerce shop for global telecommunications
services. The site runs on an IBM RS/6000 server system, which incorporates a
series of high quality and client-friendly service options,
such as PC to phone and other sophisticated web-centric applications. The site
facilitates access to a host of value-added telecommunications products and
services.

                           FACTORS AFFECTING URSUS'
               BUSINESS, OPERATING RESULTS, AND FINANCIAL CONDITION

    IN ADDITION TO OTHER INFORMATION IN THIS FORM 10-K, THE FOLLOWING RISK
FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING URSUS AND OUR BUSINESS
BECAUSE SUCH FACTORS CURRENTLY MAY HAVE A SIGNIFICANT IMPACT ON OUR BUSINESS,
OPERATING RESULTS, AND FINANCIAL CONDITION. AS A RESULT OF THE RISK FACTORS
SET FORTH BELOW AND ELSEWHERE IN THIS FORM 10-K, ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE PROJECTED IN ANY FORWARD-LOOKING STATEMENTS.

                             BUSINESS RISKS

OUR BUSINESS DEPENDS SUBSTANTIALLY UPON INDEPENDENT EXCLUSIVE AND NON
EXCLUSIVE AGENTS AND RESELLERS.

     We provide our services through a network of independent exclusive and
non-exclusive agents which market our services on a commission basis.  Our
international market penetration primarily reflects the marketing, sales and
customer service activities of our agents.  We enter into exclusive
<PAGE>
<PAGE>
relationships with some of our agents.  The success of our business within the
exclusive territory largely depends on the effectiveness of the local agent in
conducting its business.

     As of March 31, 2000, we had approximately  205 active agents and 71
resellers  operating throughout the world.  Of our 276 agents and resellers, 5
were exclusive agents.  The use of agents and resellers exposes us to
significant risks.  We depend on the continued viability and financial
stability of these customers.  For the year ended March 31, 2000 and 1999,
four customers generated approximately 38.8% and 44% of our revenues,
respectively.  Our South African agent accounted for approximately
13.8% and 22% of our revenues during the year ended  March 31, 2000 and 1999,
respectively.

     Our continuing success depends in substantial part on our ability to
recruit, maintain and motivate our agents.  We are subject to competition in
the recruiting of agents from other organizations that use agents to market
their products and services.  We could lose one or more significant agents in
the future.  Our business may be harmed if one or more of these agents
suffered financial problems, terminated its relationship with us, or could not
satisfy customers.  We could be exposed to lost revenues, bad debt expense,
lost customers, potential liability under contracts the agents commit us to
perform, and damage to our reputation.

     Under certain local laws our exclusive arrangements with an agent might
be difficult or expensive to terminate.  We have entered into noncompete
agreements with our agents which prohibit their competition with us during
their engagement and for a period of time after termination.  However, we
cannot assure you that any particular noncompete agreement will be enforceable
as a practical matter or under the applicable laws of the jurisdiction in
which an agent operates.


INCREASED COMPETITION AND DEREGULATION MAY LEAD TO LOWER PROFIT MARGINS.

     Historically, we have derived a significant portion of our revenues by
providing call reorigination services.  We believe that our industry has
reached a stage of development where the higher gross profit margins
associated with our early stages have moved to more moderate gross profit
margins.  Deregulation and increased competition may cause the pricing
advantage of call reorigination relative to conventional international long
distance service to diminish and disappear in certain markets.  Increased
competition is likely to cause international rates to decrease.

     We may respond to the changing competitive environment by making certain
pricing, service or marketing decisions or entering into acquisitions or
strategic alliances.  These actions could have a material adverse effect on
our business, financial condition and results of operations.  To maintain our
customer base and attract new business we may have to offer direct access or
IP telephony services to certain destinations at prices significantly below
the current prices charged for call reorigination.  In some markets, we may
try to maintain our existing call reorigination customers and attract new
<PAGE>
<PAGE>
customers through the use of direct access "call-through access methods,"
including IP telephony.  Call-through access methods provide international
long distance service through conventional long distance on "transparent" call
origination.

     Our overall gross profit margins may fluctuate in the future based on (1)
our mix of minutes sold to other carriers and international long distance
services sold directly to enduser customers and (2) our percentage of calls
using direct access compared to call reorigination.  As a result of the
foregoing factors, we may experience materially adverse circumstances that
could harm our business and reduce our common stock  price.

WE INTEND TO PURSUE NEW STREAMS OF REVENUE, WHICH WE HAVE NOT ATTEMPTED TO
GENERATE BEFORE AND WHICH MAY NOT BE PROFITABLE.

     We intend to pursue revenue from new Web-based opportunities, such as
banner advertising, as well as revenue-sharing opportunities.  We have not
previously attempted to generate these types of revenues.  We intend to devote
significant capital and resources to create these new revenue streams and we
cannot ensure that these investments will be profitable.

IF WE FAIL TO ESTABLISH AND MAINTAIN REVENUE SHARING AND OTHER RELATIONSHIPS
OUR ABILITY TO INCREASE OUR SALES WOULD SUFFER.

     We currently have strategic relationships with a number of Portals and
Internet service providers.  We depend on these relationships to:

     -     distribute our products to potential customers.
     -     increase usage of our services.
     -     build brand awareness.
     -     cooperatively market our products and services.

     We believe that our success depends, in part, on our ability to develop
and maintain strategic relationships with leading Internet companies and
computer hardware and software companies, as well as key marketing
distribution partners.  In cases where our products and services are
integrated into our strategic partners' product and service offerings, our
ability to increase sales depends upon a timely release of these offerings.
If any of our strategic relationships are discontinued or if the release of
these partners' products and services that integrate our products and services
are delayed, sales of our products and services and our ability to maintain or
increase our customer base may be substantially diminished.

WE MAY NOT BE ABLE TO SUCCEED IN THE INTENSELY COMPETITIVE MARKET FOR OUR
SERVICES.

     The market for Internet voice, fax and other value-added services is
extremely competitive and will likely become more competitive.  IP and
Internet telephony service providers, such as IBASIS, GRIC Communications and
ITXC Corp., route traffic to destinations worldwide and compete directly with
us.  Also, Internet telephony service providers, such as Net2Phone and Delta
Three that focus on retail customers compete directly with us.  In addition,

<PAGE>
<PAGE>
major telecommunications carriers, such as AT&T, Deutsche Telekom, MCI
WorldCom and Qwest Communications, have all entered or announced plans to
enter the Internet telephony market.  Many of these companies are larger than
we are and have substantially greater managerial and financial resources than
we do.  Intense competition in our markets can be expected to continue to put
downward pressure on prices and adversely affect our profitability.  We offer
no assurance that we will be able to compete successfully against our
competitors and we may lose customers or fail to grow our business as a result
of this competition.

IF THE MARKET FOR INTERNET TELEPHONY, INCLUDING VOIP, AND NEW SERVICES DOES
NOT DEVELOP AS WE HAVE PROJECTED, OR DEVELOP MORE SLOWLY THAN PROJECTED, OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL BE MATERIALLY AND
ADVERSELY AFFECTED.

   Our customers may be reluctant to use our services for a number of reasons,
including:

     -     perceptions that the quality of voice transmitted over the Internet
           are low.
     -     perceptions that Internet telephony is unreliable.
     -     our inability to deliver traffic over the Internet with significant
           cost advantages.

     The growth of our business depends on carriers and other communications
service providers generating an increased volume of international voice and
fax traffic and selecting our network to carry at least some of this traffic.
If the volume of international voice and fax traffic fails to increase, or
decreases, and these third-parties do not employ our network, our ability to
become profitable will be materially and adversely affected.

IF OUR CUSTOMERS DO NOT PERCEIVE OUR SERVICE TO BE EFFECTIVE OR OF HIGH
QUALITY, OUR BRAND AND NAME RECOGNITION WOULD SUFFER.

     We believe that establishing and maintaining a brand and name recognition
is critical for attracting and expanding our targeted client base.  We also
believe that the importance of reputation and name recognition will increase
as competition in our market increases.  Promotion and enhancement of our name
will depend on the effectiveness of our marketing and advertising efforts and
on our success in continuing to provide high-quality products and services,
neither of which can be assured.  If our customers do not perceive our service
to be effective or of high quality, our brand and name recognition would
suffer.

POLITICAL, ECONOMIC AND LEGAL RISKS IN EMERGING MARKETS COULD MATERIALLY AND
ADVERSELY EFFECT OUR OPERATIONS.

     Historically, we have derived significant amounts of our revenues from
operations in emerging markets.  Our business is subject to numerous risks and
uncertainties, including political, economic and legal risk in these markets.

<PAGE>
<PAGE>
These risks include:

     -     unexpected changes in regulatory requirements and telecommunication
           standards.
     -     tariffs, customs, duties and other trade barriers.
     -     technology export and import restrictions or prohibitions.
     -     delays from customs brokers or government agencies.
     -     seasonal reductions in business activity.
     -     difficulties in staffing and managing foreign operations.
     -     problems in collecting accounts receivable.
     -     foreign exchange controls which restrict or prohibit repatriation
           of funds.
     -     potentially adverse tax consequences resulting from operating in
           multiple jurisdictions with different tax laws.
     -     the sensitivity of our revenues and cost of long distance services
           to changes in the ratios between outgoing and incoming traffic, and
           our ability to obtain international transmission facilities.
     -     overall network security

     POLITICAL RISK

     The political systems of many of the emerging market countries in which
we operate or plan to operate are slowly emerging from a legacy of
totalitarian rule.  Political conflict and, in some cases, civil unrest and
ethnic strife may continue in some of these countries for a period of time.
Many of the economies of these countries are weak, volatile and reliant on
substantial foreign assistance.  Expropriation of private businesses in such
jurisdictions remains a possibility.  Expropriation can occur by an outright
taking or by confiscatory taxes or other policies.  Our operations could be
materially and adversely impacted by these factors.  In addition to the
uncertainty regarding our ability to generate revenue from foreign operations
and expand our international presence, there are certain risks inherent in
doing business on an international basis, including:

     -     changing regulatory requirements.
     -     increased bad debt and fraud.
     -     legal uncertainty regarding liability, tariffs and other trade
           barriers.
     -     political instability.
     -     politically adverse tax consequences.

     We cannot assure you that one or more of these factors will not
materially adversely affect the growth of our business or our customer base.

     LEGAL RISK

     Legal systems in emerging market countries frequently have little or no
experience with commercial transactions between private parties.  The extent
to which contractual and other obligations will be honored and enforced in
emerging market countries is largely unknown.  Accordingly, we cannot assure
you that we can protect and enforce our rights in emerging market countries.
If we cannot protect our rights, it may have a material adverse effect upon
our operations.  Additionally, we operate in uncertain regulatory
<PAGE>
<PAGE>
environments.  The laws and regulations applicable to our activities in
emerging market countries are in general, new, in some cases, incomplete, and
subject to arbitrary change.  The local laws and regulations may not become
stable in the future and any changes could harm our business, financial
condition or results of operations.

WE FACE COMPETITORS WITH GREATER RESOURCES IN MARKETS WITH LOW BARRIERS TO
ENTRY.

     Many current or potential competitors have substantially greater
financial, marketing and other resources than us.  If our competitors devote
significant additional resources to targeting our customer base in our
geographic markets, then our business, financial condition and results of
operations could be harmed.

     We anticipate that the markets in which we operate or plan to operate
will continue to deregulate.  Competitors with greater resources than us could
enter these markets and acquire our customers.  We may have to (1) reduce our
prices to maintain our customer base, (2) increase our investments in
telecommunications infrastructure and (3) increase marketing expenditures to
address the increased competition.  Competition could increase our operating
costs in these markets and adversely impact our business.

     We offer or intend to offer new services or services that have previously
been provided only by the incumbent telecommunications operators ("ITOS") in
certain geographic areas.  The ITO is the dominant carrier and is often
government owned or protected.  We may be unable to react to any significant
international long distance rate reductions imposed by ITOs to counter
external competitive threats.  We may also be unable to increase our traffic
volume or reduce our operating costs sufficiently to offset any resulting rate
decreases.  This may negatively impact our business and profitability.

     Our other competition and potential competition includes:

     -     various independent providers similar to us in size and resources.
     -     major international carriers and their global alliances.
     -     cable television companies.
     -     wireless telephone companies.
     -     Internet access providers.
     -     large-end users which have dedicated circuits or private networks.

We cannot assure you that we will be able to compete successfully against new
or existing competitors.  See "Increased competition and deregulation may
lead to lower profits."

RAPID CHANGES IN TECHNOLOGY AND CUSTOMER REQUIREMENTS COULD PLACE US AT A
COMPETITIVE DISADVANTAGE.

     Rapid and significant technological advancements and introductions of new
technological products and services characterize our industry.  As new
technologies develop, we may be placed at a competitive disadvantage. 
<PAGE>
<PAGE>
Competitive pressures may force us to implement new technologies at
substantial cost.  In addition, competitors may implement new technologies
before we do or provide enhanced services at more competitive costs.  We may
not be able to implement technologies on a timely basis or at an acceptable
cost.  One or more of the technologies we currently use or implement in the
future, may not be preferred by customers or may become obsolete.  If we
cannot (1) respond to competitive pressures, (2) implement new technologies on
a timely basis, or (3) offer new or enhanced services, then our business,
financial condition and results of operations could be harmed.  See "Increased
competition and deregulation may lead to lower profits," and "We
face competitors with greater resources in markets with low barriers to
entry."

A NETWORK FAILURE THAT INTERRUPTS OPERATIONS COULD HAVE A MATERIAL ADVERSE
EFFECT ON US.

     Our success largely depends upon our ability to deliver high quality,
uninterrupted telecommunication services.  We must protect our software and
hardware from loss and damage.  A systems or hardware failure that interrupts
our operations could have a material adverse effect on our business.  We
currently operate our primary switching facility in Sunrise, Florida.
Physical damage to the switch facility could not be remedied by using other
facilities in a different location.  This could have a material adverse effect
on our operations.

     Our success also depends on our ability to handle a large number of
simultaneous calls, which our systems may not be able to accommodate.  We
expect the volume of simultaneous calls to increase significantly as we expand
our operations.  Our network hardware and software may not be able to
accommodate this additional volume.  If we fail to maintain an appropriate
level of operating performance, or if our service is disrupted, our reputation
could be hurt and we could lose customers.

     If we expand and call traffic grows as expected, there will be increased
stress on our hardware, circuit capacity and traffic management systems.  Our
operations also require us to successfully expand and integrate new and
emerging technologies and equipment.  This may also increase the risk of a
systems or hardware failure and result in further strains.  We cannot
guarantee that system failures will not occur.  We attempt to mitigate
customer inconvenience in the event of a system disruption by routing traffic
to other circuits and switches which may be owned by other carriers.  We also
maintain insurance in commercially reasonable amounts.  However, significant
or prolonged system failures, or difficulties for customers in accessing and
maintaining connection would result in uninsurable damage.  Damage may
include: harm to our reputation, attrition of customers and financial loss.

OUR EXPOSURE TO CREDIT RISK AND BAD DEBTS WILL INCREASE AS WE GROW.

     As we expand our business and move into new territories our exposure to
credit risk will increase.  Many of the foreign countries that we operate in
do not have established credit bureaus.  This makes it more difficult to
determine the creditworthiness of potential customers and agents.  Under our

<PAGE>
<PAGE>
exclusive agency arrangements, the agent is responsible for analyzing the
creditworthiness of the customer and assuming the credit risk.  We believe
that this has minimized our direct credit risk in the past, and, therefore,
our bad debt expenses have historically been low.  However, as we continue
to place less reliance on these exclusive arrangements, our risk to bad debt
losses will grow.  In certain circumstances, we have supported our agency
relationships by bearing some credit losses.  We cannot assure you that our
bad debt expense will not rise significantly above current levels.  Our
experience indicates that a certain portion of past due receivables will never
be collected and that bad debt is a necessary cost of conducting business in
the telecommunications industry.

OUR ABILITY TO MANAGE AND RESPOND TO GROWTH WILL BE CRITICAL FOR SUCCESS.

     We have experienced significant growth in the past.  Our ability to
manage and respond to growth will be critical to our success.  Interruptions
of or a decline in the quality of our services because of expansion
difficulties or an inability to effectively manage expanding operations could
materially harm our business.  We plan to grow by expanding our service
offerings in deregulating markets in Africa, the Middle East, Latin America
and targeted areas of Asia and Europe.  We anticipate that future growth will
depend on a number of factors, including (1) the effective and timely
development of customer relationships, (2) the ability to enter new markets
and expand in existing markets, and (3) the recruitment, motivation and
retention of qualified agents and the establishment of strategic alliances or
agreements with carriers and revenue share agreements relating to the
marketing initiative of theStream.com.  Our continued growth requires greater
management, operational and financial resources.

     As we grow, we may have difficulty accurately forecasting our
telecommunications traffic.  Inaccurate forecasts may cause us to:

     -     make investments in insufficient or excessive transmission
           facilities.
     -     incur disproportionate fixed expenses.
     -     force us to route excessive overflow traffic to other carriers
           where the quality of services may not be commensurate with the
           transmission quality we provide.

     We cannot assure you that we can add services or expand our geographic
markets.  Existing regulatory barriers to our current or future operations may
not be reduced or eliminated.  Even if we add services or expand into new
markets, our administrative, operational, infrastructure and financial
resources and systems may not sustain our growth and success.  See "Rapid
changes in technology and customer requirements could place us at a
competitive disadvantage."

EXPANSION BY ACQUISITIONS, STRATEGIC ALLIANCES AND OTHER BUSINESS COMBINATIONS
COULD ADVERSELY IMPACT OUR OPERATING RESULTS.

     We may acquire businesses and technologies that complement or augment our
existing businesses, services and technologies.  Integrating any newly
<PAGE>
<PAGE>
acquired businesses or technologies could be expensive and time-consuming.  We
may not be able to integrate any acquired business successfully.  Moreover, we
may need to raise additional funds through public or private debt or equity
financing to acquire any businesses, which could dilute the value of shares
already issued or result in the incurrence of additional indebtedness.  We may
not be able to operate acquired businesses profitably or otherwise implement
our growth strategy successfully.  In addition, we may face the following
risks with any business combination:

     -  the difficulty of identifying appropriate acquisition candidates or
     partners.
     -  the difficulty of assimilating the operations of the respective
        entities.
     -  the potential disruption of our ongoing business.
     -  possible costs associated with the development and integration of such
        operations.
     -  the potential inability to maximize our financial and strategic
        position by successfully incorporating licensed or acquired technology
        into our service offerings.
     -  the failure to maintain uniform standards, controls, procedures and
        policies.
     -  the impairment of relationships with employees, customers and agents
        as a result of changes in management.
     -  higher customer attrition with respect to customers obtained through
        acquisitions.
     -  diversion of management resources.
     -  difficulty in obtaining any required regulatory approvals and
        licensing
     -  increased foreign exchange risk.
     -  risks associated with entering new markets.

     Additionally, business combinations may not:

     -  result in increased sales or an expanded customer base.
     -  give us a presence in new territories.
     -  allow us to effectively penetrate our target markets.

     We may not be successful in overcoming these risks or any other problems
encountered with business combinations.  This could have a material adverse
effect on our operating results.

TERMINATION OF CARRIER SERVICE AGREEMENTS COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR BUSINESS.

     We obtain most of our transmission capacity under volumebased resale
arrangements with facilitiesbased and other carriers, including ITOs.  Two
carriers provide the majority of our transmission capacity.  Under these
<PAGE>
<PAGE>
arrangements, we are subject to the risk of unanticipated price fluctuations,
service restrictions and cancellations.  With the exception of the Bahamas,
Lebanon and Argentina, we have not experienced sudden or unanticipated price
fluctuations, service restrictions or cancellations.  We believe that our
relationships with our carriers are generally satisfactory.  However, the
deterioration or termination of our arrangements, or our inability to enter
into new arrangements with one or more carriers, could have a material adverse
effect upon our cost structure, service quality, network coverage, results of
operations and financial condition.

WE RELY ON UNPATENTED TECHNOLOGY TO MAINTAIN OUR COMPETITIVE POSITION.

     We rely on unpatented proprietary knowhow and continuing technological
advancements to maintain our competitive position.  A failure to protect our
rights to unpatented trade secrets and know-how could negatively impact our
business.  We have entered into confidentiality and invention agreements with
certain of our employees and consultants.  However, we cannot assure you that
the agreements will be honored or that we will be able to effectively protect
our rights to our unpatented trade secrets and knowhow.  We cannot assure you
that our competitors will not independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to our trade
secrets and knowhow.

GOVERNMENT REGULATION, ENFORCEMENT AND INTERPRETATION OF TELECOMMUNICATION
LAWS AND REGULATIONS IS UNPREDICTABLE AND SUBJECT TO CHANGE.

     Our business may be harmed if we do not obtain or retain the necessary
governmental approvals for our services and transmission methods.  Regulatory
compliance problems could adversely impact our business.  Our interstate and
international facilitiesbased and resale services are regulated by the Federal
Communications Commission ("FCC").  Regulations promulgated by the FCC could
change.  In addition, the international telecommunications industry is subject
to international treaties and agreements, and to laws and regulations that
vary from country to country.  Enforcement and interpretation of these laws
and regulations can be unpredictable and are often subject to informal views
of government officials and ministries in each country.  In some cases,
government officials and ministries may be influenced by ITOs.

     We may be presented with the following potential risks and problems:

     -  In some countries, we may need government approval to provide
        international telecommunications service that will compete with
        state-authorized carriers.
     -  Our operations may be affected by increased regulatory requirements in
        a foreign jurisdiction.  
<PAGE>
<PAGE>
     -  Transit agreements or arrangements may be affected by laws or
        regulations in either the transited or terminating foreign
        jurisdiction.
     -  Future regulatory, judicial, legislative or political changes could
        prohibit us from offering services.
     -  Regulators or third parties could raise material questions about our
        compliance with applicable laws or regulations.

     We have pursued, and expect to continue to pursue, a strategy of
providing our services to the maximum extent we believe to be permissible
under applicable laws and regulations.  To the extent that the interpretation
or enforcement of applicable laws and regulations is uncertain or unclear, our
aggressive strategy may result in our (1) providing services or using
transmission methods that are found to violate local laws or regulations or
(2) failing to obtain required approvals in violation of local laws and
regulations.  If we believe we will be subject to enforcement actions by the
FCC or the local authority, we will seek to modify our operations or
discontinue operations to comply with laws and regulations.  However, even if
violations are corrected, we may be subject to fines, penalties or other
sanctions.  If our interpretation of applicable laws and regulations proves
incorrect, we could lose, or be unable to obtain, regulatory approvals
necessary to provide certain of our services or to use certain of our
transmission methods.  We could also have substantial monetary fines and
penalties imposed against us.

        RISKS RELATED TO THE INTERNET AND INTERNET TELEPHONY INDUSTRY

IF THE INTERNET DOES NOT CONTINUE TO GROW AS A MEDIUM FOR VOICE AND FAX
COMMUNICATIONS, OUR BUSINESS WILL SUFFER.

     The technology that allows voice and fax communications over the
Internet, and the delivery of other value-added services, is still in its
early stages of development.  Historically, the sound quality of calls placed
over the Internet was poor.  As the Internet telephony industry has grown,
sound quality has improved, but the technology requires further
refinement.  Additionally, as a result of the Internet's capacity constraints,
callers could experience delays, errors in transmissions or other
interruptions in service.  Transmitting telephone calls over the Internet must
also be accepted as an alternative to traditional voice and fax service by
communications service providers.  Because the Internet telephony market is
new and evolving, predicting the size of this market and its growth rate is
difficult.  If our market fails to develop, then we will be unable to grow our
customer base and our results of operations will be adversely affected.

IF THE INTERNET INFRASTRUCTURE IS NOT ADEQUATELY MAINTAINED, WE MAY BE UNABLE
TO MAINTAIN THE QUALITY OF OUR SERVICES AND PROVIDE THEM IN A TIMELY AND
CONSISTENT MANNER.

     Our future success will depend upon the maintenance of the Internet
infrastructure, including a reliable network backbone with the necessary
speed, data capacity and security for providing reliability and timely
Internet access and services.  To the extent that the Internet continues to

<PAGE>
<PAGE>
experience increased numbers of users, frequency of use or bandwidth
requirements, the Internet may become congested and be unable to support the
demands placed on it and its performance.  The reliability of the Internet may
also decline thereby and impair our ability to complete calls using the
Internet at consistently high quality.  The Internet has experienced a variety
of outages and other delays as a result of failures of portions of its
infrastructure or otherwise.  Any future outages or delays could adversely
affect our ability to complete calls.  Moreover, critical issues concerning
the commercial use of the Internet, including security, cost, ease of use and
access, intellectual property ownership and other legal liability issues,
remain unresolved and could materially and adversely affect both the growth of
Internet usage generally and our business in particular.

WE CANNOT BE CERTAIN THAT OUR ABILITY TO PROVIDE OUR COMMUNICATIONS SERVICES
USING THE INTERNET WILL NOT BE ADVERSELY AFFECTED BY COMPUTER VANDALISM.

     Recently, computer vandals have caused certain leading Internet sites to
shut down temporarily and have materially affected the performance of the
Internet during key business hours by bombarding targeted sites with numerous
false requests for data.  While we do not operate any websites like those
recently affected, we do rely on the Internet to deliver our international
communications services.  If the overall performance of the Internet is
seriously harmed by such website attacks or other acts of computer vandalism,
our ability to deliver our communication services over the Internet could be
adversely impacted and we may have to increase the amount of traffic we have
to carry over alternative networks, including the more costly public-switched
telephone network.  In addition, traditional business interruption insurance
may not cover losses we could incur because of any such disruption of the
Internet.  While some insurers are beginning to offer insurance products
purporting to cover these losses, we do not maintain any such insurance at
this time.

INTERNATIONAL GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES COULD LIMIT OUR
ABILITY TO PROVIDE OUR SERVICES OR MAKE THEM MORE EXPENSIVE.

     The regulatory treatment of Internet telephony outside of the United
States varies widely from country to country.  A number of countries currently
prohibit or limit competition in the provision of traditional voice telephony
services.  Some countries prohibit, limit or regulate how companies provide
Internet telephony.  Some countries have indicated they will evaluate proposed
Internet telephony service on a case-by-case basis and determine whether to
regulate it as a voice service or as another telecommunications service, and
in doing so potentially imposing settlement rates on Internet telephony
providers.  Finally, many countries have not yet addressed Internet telephony
in their legislation or regulations.  Increased regulation of the Internet
and/or Internet telephony providers, or the prohibition of Internet telephony
in one or more countries, could limit our ability to provide our services or
make them more expensive.

     In addition, as we make our services available in foreign countries,
such countries may claim that we are required to qualify to do business in
that particular country, that we are otherwise subject to regulation,
<PAGE>
<PAGE>
including requirements to obtain authorization, or that we are prohibited in
all cases from conducting our business in that foreign country.  Our failure
to qualify as a foreign corporation in a jurisdiction in which we are required
to do so or to comply with foreign laws and regulations could seriously
restrict our ability to provide services in such jurisdiction, or limit our
ability to enforce contacts in that jurisdiction.  We cannot assure you that
our customers are currently in compliance with any such requirements or that
they will be able to continue to comply with any such requirements.  The
failure of our customers to comply with applicable laws and regulations could
prevent us from being able to conduct business with them.  Additionally, it is
possible that laws may be applied by the United States and/or other countries
to transport services provided over the Internet, including laws governing:

     -  sales and other taxes.
     -  user privacy.
     -  pricing controls.
     -  characteristics and quality of products and services.
     -  consumer protection.
     -  cross-border commerce, including laws that would impose tariffs,
        duties and other import restrictions.
     -  copyright, trademark and patent infringement.
     -  claims based on the nature and content of Internet materials,
including defamation, negligence and the failure to meet necessary
obligations.

     If foreign governments or other bodies begin to regulate or prohibit
Internet telephony, this regulation could have a material adverse effect on
our ability to attain or maintain profitability.

THE TELECOMMUNICATIONS INDUSTRY IS SUBJECT TO DOMESTIC GOVERNMENTAL REGULATION
AND LEGAL UNCERTAINTIES WHICH COULD PREVENT US FROM EXECUTING OUR BUSINESS
PLAN.

     While the FCC has tentatively decided that information service providers,
including Internet telephony providers, are not telecommunications carriers
for regulatory purposes, various companies have challenged that decision.
Congress is not completely satisfied with the conclusions of the FCC and the
FCC could impose greater or lesser regulation on our industry.  The FCC is
currently considering, for example, whether to impose surcharges or other
regulations upon certain providers of Internet telephony, primarily those
which provide Internet telephony services to end-users located within the
United States.

     Aspects of our operations may be, or become, subject to state or federal
regulations governing universal service funding, disclosure of confidential
communications, copyright and excise taxes.  We cannot assure you that
government agencies will not increasingly regulate Internet-related services.
Increased regulation of the Internet may slow its growth.  This regulation may
also negatively impact the cost of doing business over the Internet and
materially adversely affect our ability to attain or maintain profitability.

<PAGE>
<PAGE>
We also face the following specific regulatory risks:

     RESTRICTION OF CALL REORIGINATION BY CERTAIN COUNTRIES MAY PREVENT US
     FROM PROVIDING SERVICES.

     Some countries restrict or prohibit call reorigination.  A substantial
number of countries have prohibited certain forms of call reorigination.
These prohibitions have caused us to stop providing call reorigination
services in the Bahamas and may require us to do so in other jurisdictions in
the future.  As of December 1, 1999, reports had been filed with the ITU
stating that the laws of 100 countries prohibit call reorigination.

     If a foreign jurisdiction expressly prohibits call reorigination using
uncompleted call signaling, and has attempted but failed to enforce its laws
against U.S.  service providers, the FCC may require U.S. carriers to stop
providing call reorigination services.  In extreme circumstances, the FCC may
revoke the U.S. carrier's authorization.  To date, the FCC has ordered
carriers to cease providing call reorigination using uncompleted call
signaling to customers in the Philippines.  Except as discussed in this
Registration Statement, we have not been notified by any regulator or
government agency that we are not in compliance with applicable regulations.

     THE PROVISION OF CALL ORIGINATION IN SOUTH AFRICA WITHOUT A LICENSE MAY
     VIOLATE THE TELECOMMUNICATIONS ACT OF 1996.

     For the fiscal year ended March 31, 2000, South Africa comprised our most
significant single market and accounted for approximately 13.8% of our total
revenues.  In South Africa, our agent's provision of certain call
reorigination services may be subject to the Telecommunications Act of 1996
(the "SA Telecommunications Act") and the Post Office Act of 1958.  The SA
Telecommunications Act permits a party, who is issued a telecommunications
license, to provide services other than public switched services.  We believe
that our agent may provide call reorigination services to customers in South
Africa without a license.  However, the telecommunications regulator in South
Africa ("SATRA") has ruled that the provision of call reorigination services
to customers in South Africa without a license violates the SA
Telecommunications Act.  Several entities, including our agent, filed a
lawsuit to stay and reverse SATRA's ruling on the basis that SATRA lacks the
authority to issue such a ruling and that the SA Telecommunications Act does
not prohibit the provision of call reorigination services.  SATRA has agreed
not to prosecute any person in the call reorigination industry unless the
South African courts rule that it may.  It is anticipated that final
adjudication of this lawsuit could take up to three or four years.  If our
agent is
found to be providing telecommunications service without a required license,
it could be subject to (1) fines, (2) termination of its call reorigination
service to customers in South Africa and (3) possible denial of license
applications to provide services.  We cannot guarantee that the courts in
South Africa will not rule that call reorigination is illegal, or that the
South African legislature will not promulgate an explicit prohibition on call
reorigination.  Any adverse legal action could harm our business.

<PAGE>
<PAGE>
     THE FCC MAY LIMIT REFILING.

     The FCC is currently considering a 1995 request (the "1995 Request") to
limit or prohibit the practice where a carrier routes traffic originating from
Country A and destined for Country B through its facilities in Country C.  The
FCC has permitted third country calling where all countries involved consent
to the routing arrangements.  This is called "transiting."  Under certain
arrangements referred to as "refiling," the carrier in Country B does not
consent to receiving traffic from Country A and does not realize the traffic
it receives from Country C is originating from Country A.  While our revenues
attributable to refiling arrangements are minimal, refiling may constitute
more of our operations in the future.  The FCC has not stated whether refiling
arrangements are inconsistent with U.S. or International Telecommunications
Union ("ITU") regulations.  If the FCC determines that refiling violates U.S.
and/or international law, it could negatively impact our future operations.

     WE COULD FACE PENALTIES IF WE VIOLATE THE FCC'S INTERNATIONAL SETTLEMENTS
     POLICY.

     We are also required to conduct our facilitiesbased international
business in compliance with the FCC's international settlements policy (the
"ISP").  The ISP establishes the permissible arrangements for facilitiesbased
carriers that are based in the U.S. and their foreign counterparts for the
termination of traffic over each respective network.  Although not yet
effective, the FCC recently adopted new rules that remove the ISP for
arrangements between U.S. carriers and non-dominant foreign carriers (
i.e., foreign carriers that lack market power).  In addition, the FCC removed
the ISP for arrangements with any carrier (dominant or non-dominant) to
certain competitive routes, where settlement rates are at least 25 percent
below the FCC's applicable benchmark settlement rates.  These routes currently
include Canada, the United Kingdom, Sweden, Germany, Hong Kong, the
Netherlands, Denmark and Norway.  Certain confidential filing requirements
still apply to dominant carrier arrangements.  Several of our arrangements
with foreign carriers are subject to the ISP.  The FCC could take the view
that one or more of these arrangements do not comply with the existing ISP
rules.  A traffic arrangement that does not comply with the ISP may need FCC
approval.  If the FCC, on its own initiative or in response to a challenge
filed by a third party, determines that our foreign carrier arrangements do
not comply with FCC rules, it may (1) issue a cease and desist order, (2)
impose fines or (3) in extreme circumstances, revoke or suspend our FCC
authorizations.  This could have a material adverse effect on our business,
financial condition and results of operations.

     WE COULD FACE PENALTIES IF WE VIOLATE THE FCC'S TARIFF REQUIREMENTS FOR
INTERNATIONAL LONG DISTANCE SERVICES.

     We are required to file with the FCC a tariff containing the rates, terms
and conditions for our international telecommunications services.  We are also
required to file with the FCC any agreements with customers that have rates,
terms, or conditions that are different from our tariff.  The FCC or a third
party could bring an action against us if we (1) charge rates other than those
set forth our tariff or a customer agreement filed with the FCC, (2) violate

<PAGE>
<PAGE>
our tariff or filed customer agreement or (3) fail to file with the FCC
carriertocarrier agreements.  Any actions could result in fines, judgments or
penalties and could have a material adverse impact on our business, financial
condition and results of operation.

     RECENT AND POTENTIAL FCC ACTIONS MAY HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS.

     Regulatory action that has been and may be taken in the future by the FCC
may enhance the intense competition faced by Ursus.  The FCC has established
lower ceilings for the rates that U.S. carriers will pay foreign carriers for
the termination of international services.  The FCC also recently changed its
rules to implement a World Trade Organization agreement, which in part allows
U.S. carriers to accept certain exclusive arrangements with certain foreign
carriers.  The implementation of these changes could have a material adverse
effect on our business, financial condition and results of operations.

     WE COULD FACE PENALTIES IF WE VIOLATE U.S. DOMESTIC LONG DISTANCE SERVICE
REGULATIONS.

     Our ability to provide domestic long distance service in the United
States is regulated by the FCC and state Public Service Commissions ("PSCs").
The FCC and PSCs regulate interstate and intrastate rates, respectively,
ownership of transmission facilities, and the terms and conditions under which
our domestic U.S.  services are provided.  In general, neither the FCC nor the
relevant state PSCs exercise direct oversight over prices charged for our
services or our profit levels.  However, either or both may do so in the
future.  Federal and state law and regulations require that we file tariffs
listing the rates, terms and conditions of services provided.  Any failure to
(1) maintain proper federal and state tariffs or certifications (2) file
required reports or (3) any difficulties or delays in obtaining required
authorizations, could have a material adverse effect on our business financial
condition and results of operation.  The FCC also imposes some requirements
for marketing of telephone services and for obtaining customer authorization
for changes in the customer's primary long distance carrier.  If these
requirements are not met, we may be subject to fines and penalties.

     POSSIBLE FCC REGULATIONS MAY PUT US AT A COST DISADVANTAGE.

     Long distance carriers, such as Ursus, may have to purchase access
services from local exchange carriers ("LECs") to originate and terminate
calls in connection with their services.  Access charges represent a
significant portion of our cost of U.S. domestic long distance services.
Generally, access charges are regulated by the FCC for interstate services and
by PSCs for intrastate services.  The FCC is reviewing its regulation of LEC
access charges to better account for increasing levels of local competition.
If these proposed rate structures are adopted, we could be placed at a
significant cost disadvantage compared to larger competitors.

     The FCC has also adopted certain measures to implement the 1996
Telecommunications Act that will impose new regulatory requirements.  One
requirement is the contribution of some portion of telecommunications revenues

<PAGE>
<PAGE>
to a universal service fund designated to fund affordable telephone service
for consumers, schools, libraries and rural healthcare providers.  These
contributions became payable beginning in 1998 for all interexchange carriers
but not for providers of solely international services.  We are a provider of
international services and are therefore, generally  not subject to the
contribution requirements.  However, with the acquisition of Access, some of
our business is subject to the contribution requirements at a rate of
approximately $10,000 per month.

     The FCC issued an order on October 9, 1997, concluding that interexchange
carriers must compensate payphone owners at a rate of $.284 per call for all
calls using their payphones.  On January 28, 1999, the U.S. Court of Appeals
for the D.C.  Circuit agreed with the ruling, but reduced the rate to $.24 per
call.  As this ruling applies only to domestic payphones, our costs are not
significant.

     FCC APPROVAL FOR TRANSFERS OF CONTROL COULD DELAY OR PREVENT CHARGES OF
CONTROL.

     The FCC and certain state agencies must approve assignments and transfers
of control.  An assignment is a transaction in which an authorization is moved
from one entity to another.  A transfer of control is a transaction in which
the authorization remains held by the same entity, but there is a change in
the entities that control the authorized carrier.  The approval requirements
may delay, prevent or deter a change in control or an acquisition of another
company.  The FCC also imposes certain restrictions on U.S.licensed
telecommunications companies that are affiliated with foreign
telecommunications carriers.  The FCC could restrict our ability to provide
service on certain international routes if we (1) become controlled by or
under common control with a foreign telecommunications carrier or (2) obtain a
greater than 25% interest in or control over a foreign telecommunications
carrier.

ACTIONS BY BATELCO BLOCK OUR ABILITY TO SERVICE BAHAMIAN CUSTOMERS.

     We entered into an operating agreement with the Bahamas Telephone Company
("Batelco") to provide international telecommunications services to customers
in the Bahamas.  In the past Batelco has taken several actions designed to
block our ability to offer services to customers in the Bahamas.  We believe
Batelco's actions violate the terms of our operating agreement and are
inconsistent with U.S. policy.  For the fiscal year ended March 31, 2000 and
1999, we derived approximately 2.9% of our revenues from services we provided
in the Bahamas.

FRAUD LOSS COULD MATERIALLY HARM OUR BUSINESS.

     The telecommunications industry has historically been exposed to fraud
losses.  We have implemented antifraud measures.  In order to minimize losses
relating to fraudulent practices, we:  (1) enter into employment agreements
with our employees, (2) limit and monitor access to our information systems
and (3) monitor use of our services.  A failure to control fraud could
materially harm our business, financial condition and results of operations.

<PAGE>
<PAGE>
Fraud has historically been a more significant problem for large providers of
telecommunications services than it has for us, because our few employees and
switching facilities are relatively easier to monitor than those of the large
providers.  We have recently seen an increase in fraud losses from individuals
who have obtained authorization codes and credit card information illegally.
We anticipate that this will continue to be a problem especially with our
entrance into the Internet e-commerce  market.  We have been working closely
with our third party credit card processors and our internal MIS staff in an
attempt to limit our exposure.  We cannot assure you that we will be
successful in limiting our losses, which could have a material impact on our
results of operations and cash flows.

WE MAY HAVE DIFFICULTY ENHANCING OUR SYSTEMS OR INTEGRATING NEW TECHNOLOGY
INTO IT.

     We believe our information systems are sufficient for our current
operations.  However, our systems will require enhancements, replacements and
additional investments to continue their effectiveness and enable us to manage
an expanded Network.  We may have difficulty enhancing our systems or
integrating new technology into them.  If we are unable to implement any
required system enhancement, acquire new systems or integrate new technology
in a timely and cost effective manner, it could have a material adverse effect
on our business, financial condition and results of operations.

THE LOSS OF KEY PERSONNEL COULD ADVERSELY EFFECT OUR BUSINESS.

     We depend on the efforts of our senior officers and on our ability to
hire and retain qualified management personnel.  The loss of any key personnel
could materially and adversely effect our business and our future prospects.
We have entered into employment agreements with certain of our senior
officers.  We have obtained key person life insurance, of which we are the
beneficiaries, on the lives of each of Messrs. Giussani and Chaskin in the
amount of $2 million.  Our future success will depend on our ability to
attract and retain key personnel to help us with the growth and development of
our business.

FOREIGN EXCHANGE RATE RISKS THAT ARE NOT OFFSET COULD HARM OUR BUSINESS.

     We bill primarily in United States Dollars and are generally paid by
customers outside of the United States either in United States Dollars or in
local currency at predetermined exchange rates.  Substantially all of the
costs to develop and improve our operations have been, and will continue to
be, denominated in United States Dollars.  Both increases and decreases in the
United States Dollar create risks for us that could harm our business.  For
example, if the United States Dollar appreciates relative to the local
currency, our services will grow more expensive relative to our competitors,
such as the ITOs, that use the local currency.  Any depreciation of the value
of the United States Dollar relative to the local currency increases the cost
of our capital expenditures made in the local currency.

     Our focus on emerging markets increases the risks that currency
fluctuations pose.  Currency speculation and fluctuation could impact our
<PAGE>
<PAGE>
 operations in Latin America, South Africa, the Middle East or our other
emerging markets.  We monitor exposure to currency fluctuations, and may, as
appropriate, use certain financial hedging instruments in the future.
However, we cannot assure you that the use of financial hedging instruments
will successfully offset exchange rate risks, or that such currency
fluctuations will not harm our business and financial condition.

WE MAY NOT BE ABLE TO RAISE ADDITIONAL MONEY IF WE NEED IT.

     We expect that the remaining proceeds from the Private Placement,
together with other existing and anticipated sources of liquidity, will
provide sufficient capital for us to fund anticipated growth for the next 12
months.  Based on our current business model, we will be actively seeking new
sources of equity or other financing to support our increased capital
requirements due to the continued development of theStream.com and the ongoing
development and migration to IP telephony.  There are no guarantees that
sufficient funding will occur in time to fulfill our business model.  If there
is any delay in obtaining this additional financing we will implement our
contingency plans, which could affect our future growth.  The amount of our
future capital requirements will depend upon many factors, including
performance of our business, the rate and manner in which it expands, staffing
levels and customer growth, as well as other factors not within our control,
including competitive conditions and regulatory or other government actions.
If our plans or assumptions change or prove to be inaccurate or the net
proceeds from the Private Placement, together with other existing and
anticipated sources of liquidity, prove to be insufficient to fund our growth
and operations, then some or all of our development and expansion plans could
be delayed or abandoned.

WE MAY FACE AN INCREASED RISK OF VIOLATING THE FOREIGN CORRUPT PRACTICES ACT
AS WE FOCUS ON EMERGING MARKETS.

     We must comply with the Foreign Corrupt Practices Act ("FCPA").  The FCPA
generally prohibits U.S. companies and their intermediaries from bribing
foreign officials for the purpose of obtaining or keeping business.  We may be
exposed to liability under the FCPA as a result of past or future actions
taken without our knowledge by agents, strategic partners or other
intermediaries.  Violations of the FCPA may also call into question the
credibility and integrity of our financial reporting systems.  Our focus on
certain emerging markets may tend to increase this risk.  Liability under the
FCPA could have a material adverse effect on our business, financial condition
and results of operation.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS COULD MATERIALLY IMPACT
OUR STOCK PRICE.

     Our quarterly operating results have fluctuated and may continue to
fluctuate due to various factors.  The factors include the following:

     -  the timing of investments.
     -  general economic conditions.
     -  specific economic conditions in the telecommunications industry.
<PAGE>
<PAGE>
     -  the effects of governmental regulation and regulatory changes.
     -  user demands.
     -  capital expenditures.
     -  costs relating to the expansion of operations.
     -  the introduction of new services by us or our competitors.
     -  the mix of services sold and the mix of channels through which our
    services are sold.
     -  changes in prices charged by our competitors.

     Variations in our operating results could materially affect the price of
our common stock.

OUR CONTROLLING SHAREHOLDERS CAN ELECT A MAJORITY OF THE MEMBERS OF THE BOARD
OF DIRECTORS AND APPROVE FUNDAMENTAL CORPORATE TRANSACTIONS.

     A group of shareholders (the "Controlling Shareholders") beneficially own
an aggregate of 62.2% of the outstanding shares of our common stock and 100%
of our Series A Preferred Stock.  The Controlling Shareholders can elect a
majority of the board of directors and approve certain fundamental corporate
transactions including mergers, consolidations and sales of assets.  As long
as the Controlling Shareholders hold the shares of Ursus, third parties cannot
gain control of Ursus except through purchases of common stock beneficially
owned or otherwise controlled by the Controlling Shareholders.

     Owners of the Series A Preferred Stock have the exclusive right to elect
two (2) of the five (5) members of our board of directors, and one member less
than a numerical majority of any expanded board of directors.  The common
stock votes cumulatively for the election of directors.  Therefore, the
Controlling Shareholders can elect at least one member of the board of
directors so long as they control at least 33.3% of the outstanding common
stock.  A smaller percentage would be required if the size of our board of
directors is expanded.  Each of the Controlling Shareholders has advised us
that their current intention is to continue to hold all of the shares of
Series A Preferred Stock and substantially all of the common stock
beneficially owned by them.  However, we cannot guarantee that any of the
Controlling Shareholders will not decide to sell all or a portion of their
holdings at some future date.  We also cannot be certain that holders of
common stock, will be allowed to participate in a transfer by any of the
Controlling Shareholders of a controlling interest in the Ursus or will
realize any premium with respect to shares of common stock.

RISKS ASSOCIATED WITH THE YEAR 2000.

     As a result of completing our Year 2000 readiness project prior to year
end, we were able to avoid any significant problems that may have resulted due
to the impact of the Year 2000.  These problems, which were widely reported in
the media, could have caused malfunctions in certain software and databases
that use date sensitive processing relating to the Year 2000 and beyond.  To
date we are not aware of the occurrence of any significant Year 2000 problem.

     We did not incur any significant costs in completing our Year 2000
readiness project.  No significant costs are expected as we continue to
<PAGE>
<PAGE>
monitor our systems for any undiscovered Year 2000 problems.

RECENT DEVELOPMENTS

     On August 19, 1999, Ursus entered into a network agreement with Global
Crossing USA Inc. ("Global Crossing") pursuant to which we will purchase a
minimum of $30 million of capacity in Global Crossing's fiber optic cable
systems over a prescribed period of time.  Our purchases will consist of
indefeasible rights of use ("IRUs") which have an estimated life of 15 to 25
years.

     On February 10, 2000, as part of the Private Placement, Ursus entered
into a purchase agreement to sell 615,115 shares of our common stock for $7
million to an institutional group of investors.  The net proceeds to us after
deducting expenses was approximately $6.6 million.  We also granted the
investors 279,998 five year warrants to buy common stock at $15.3956 per
share.  Ursus has provided the investors with certain anti-dilution
protections for a maximum of 30 months with respect to the shares sold and
warrants issued.  However, except for the warrants, the anti-dilution
protection period will end on the completion of a firm commitment underwritten
primary public offering of stock during calendar year 2000.  Under the terms
of the anti-dilution clause, the investors would receive a share price
adjustment in the event of a subsequent issuance of common stock at a price
which is less than the price they paid.  Existing employee stock options,
warrants and certain other future issuances as defined in the purchase
agreement would be excluded from the anti-dilution adjustment.

     In connection with the Private Placement, Ursus entered into a
registration rights agreement with the investors which provides for the
registration of the common stock and the common stock underlying the warrants
with the SEC.  The registration statement became effective on April 14, 2000.

     On June 1, 2000, we acquired the retail customer base and
certain assets of a United States based carrier. The purchase price will be
valued at three times the gross revenue billed to the customer base during the
month of June 2000.  We have the option to pay cash or to pay in
common stock.  If we elect stock consideration, valuation will be based on
the average closing price of our common stock for the 20 trading
days prior to the payment date of July 17, 2000.  Ursus will amortize
the customer base over the estimated run-off of the customer base.

     We also acquired a switch and other equipment from the seller for
approximately 95,000 in cash and 33,000 shares of our common stock.
These assets will be amortized over their estimated useful lives in accordance
with our depreciation policy.

<PAGE>
<PAGE>
     In connection with the transaction the company will pay contingent
consideration on the excess of the average billed amounts to the acquired
customer base during the months of September, October, and November 2000 over
the June billed amount, if any. The Company has the option to pay in either
cash or stock and shall be paid by December 31, 2000.

      On June 13, 2000, pursuant to a Stock Purchase Agreement and Merger
Agreement (collectively, the "Agreements") dated as of June 1, 2000, the
Company, through a subsidiary, acquired Latin American Enterprises ("LAE") and
purchased all the issued and outstanding common stock of various affiliated
companies.  LAE is a provider of international long distance telecommunication
services, primarily through the sale of prepaid calling cards in airports and
other highly visible locations in the United States, Latin America and Spain.
The prepaid calling cards are distributed through manned kiosks and vending
machines.  LAE supports the marketing efforts through branch offices and
affiliated companies located in 13 countries.  LAE operates a switching
facility in Miami, Florida.  Pursuant to the Agreements, the shareholders of
Latin American Enterprises and the affiliated Company's received aggregate
consideration of 450,000 shares of the Company's common stock together with
$65,000 and warrants to purchase an additional 200,000 shares of the Company's
common stock at a price of $15.50 per share.   Based upon the closing price of
the Company's common stock on June 1, 2000 and the fair market value of the
other consideration given, the aggregate consideration is valued at
approximately $4.0 million.


EMPLOYEES

     As of March 31, 2000 we had 73 fulltime employees in the United States.
Though our overseas subsidiaries we have an additional 15 employees. None of
our employees are covered by a collective bargaining agreement. We believe
that our relationship with our employees is satisfactory.

TRADEMARKS

     We have, effective October 5, 1999, registered the service mark "Ursus
Telecom Corporation" and our associated logo with the U.S. Patent and
Trademark Office.  This registration is valid for ten years, but may be
extended. It is possible that prior registration and/or uses of the mark or a
confusingly similar mark may exist in one or more of such countries, in which
case the we may be precluded from registering and/or using the Ursus mark
and/or logo in such countries.

<PAGE>
<PAGE>
ITEM 2.     PROPERTIES.
------      ----------

     We currently occupy approximately 11,990 square feet of office space in
Sunrise, Florida, which serves as our principal executive office and 6,000
square feet of office space in Clearwater, Florida, which we assumed upon our
acquisition of Access. The leases have total annual rental obligations of
approximately $342,000. The lease in Sunrise expires on April 30, 2003. The
lease in Clearwater expires March 31, 2001. We believe that our office space
is adequate for our current purposes.


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

     Access is involved as plaintiff and defendant in a legal action, as
described below, which is incident to its business.  Our management does not
believe that this action will have a material impact on our financial
condition.

     In February 1998, Access filed an action against Edwin Alley, d/b/a Phone
Anywhere ("Alley")in the United States District Court for the Middle District
of Florida claiming that Alley, a former sales agent for Access, breached his
agency agreement with Access, wrongfully diverted customers and business to
Access's competitors, misappropriated Access's trade secrets, breached
fiduciary and other duties owed to Access and engaged in unfair competition.
Access seeks compensatory damages, injunctive relief and a declaratory
judgment. Alley counter-claimed for breach of contract and quantum meruit,
seeking damages and injunctive relief to enjoin the Access from soliciting or
providing services to customers located by him.  Discovery is proceeding on
Access's claims.  Alley has moved for summary judgment on jurisdictional
grounds and Access is responding to the motion.

     Subsequent to the filing of Access's federal action, Alley commenced an
action against Access in the Circuit Court of the Sixth Judicial Circuit,
Pinellas County, Florida.  In that action, Alley asserts essentially the same
claims and seeks the same relief as in his federal counterclaim.  Access has
answered the complaint, denying the material allegations in the pleading, and
has asserted counterclaims against Alley based largely on the claims it
asserted in the federal proceeding commenced by it.  The Pinellas County
proceeding has been stayed pending disposition of the federal action.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------      ---------------------------------------------------
     Not applicable.

<PAGE>
<PAGE>
                                PART II

Item 5.     Market for our Common Equity and Related Shareholder Matters.

     (a)     Price Range of Common Stock.

     Our Common Stock began trading on the Nasdaq National Market on May 13,
1998 under the symbol "UTCC."  Prior to such date, no public market for our
Common Stock existed. As of June 29, 2000 we had 1,000 shares of Series A
Preferred Stock issued and outstanding and 7,999,815 shares of Common Stock
issued and outstanding, which were held by 27 holders of record. Because many
of our shares of Common Stock are held by brokers on behalf of shareholders,
we are unable to estimate the total number of shareholders represented by
these record holders.

     The following table sets forth, for the periods indicated the high, low
and closing sales prices per share of Common Stock as reported by Nasdaq.

                                                     Stock Prices
                                                     ------------
                                           High           Low        Close
                                           ----           ----       -----
    2000 Fiscal Year
    ---------------
    Quarter  ended June 30, 1999          $ 4.9375       $ 3.00     $ 3.625
    Quarter ended September 30, 1999      $20.8750       $ 3.6875   $18.750
    Quarter ended December 31, 1999       $19.75         $13.125    $13.25
    Quarter ended March 31, 2000          $18.0625       $12.875    $16.3125

     The above quotations represent inter-dealer prices without retail
markups, markdowns or commissions and may not necessarily represent actual
transactions.

     We have not paid any cash dividends to our shareholders since inception
and we do not anticipate paying any cash dividends in the foreseeable future.
Any determination to pay dividends will depend on our financial condition,
capital requirements, results of operations, contractual limitations and any
other factors deemed relevant by the Board of Directors.

Item 6.     Selected Consolidated Financial Data
------      -------------------------------------

     The following selected financial data set forth below should be read in
conjunction with the Consolidated Financial Statements of Ursus and related
Notes thereto included elsewhere in this Form 10-K and with "Item 7-
Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein.

  (in thousand except per share amounts)          Year ended March 31,

                               1996        1997      1998    1999     2000
                               ----        ----      ----    ----     -----
Total revenues               $13,228      $20,838   $28,098 $34,326   33,526
Gross profit                   5,553        8,643     9,565  12,203   10,723
Operating income (loss)        1,369        2,004     1,720      34   (5,831)
Net income (loss)                790        1,253     1,074     194   (5,063)
Pro forma historical in 1999
 and 2000) net income
 (loss) per share-
  basic and dilutive (1)         .16          .25       .21     .03     (.75)
Pro forma weighted average
 shares outstanding (1)        5,000        5,000     5,000   6,296    6,759

EBITDA (2)                     1,463        2,140     1,927   1,193    3,898
Total current assets           2,363        4,566     5,502   8,641   11,964
Working capital                  811        1,646     1,092   2,135    4,760
Total assets                   2,797        5,243     7,718  23,043   27,530
Total current liabilities      1,552        2,920     4,410   6,506    7,204
Long term debt, less
  current portion                580          425         -       -      239
Total shareholders' equity
  (deficit)                      609        1,861     2,948  15,284   18,872

-----------------
(1) Pro forma net income (loss)per common share - basic and dilutive (for
    periods prior to 1999) is computed based on the pro forma weighted average
    number of common shares outstanding during each period and gives
    retroactive effect to the Stock Split and Recapitalization.  Amounts for
    1999 and 2000 reflect historical amounts. See Note 2 to Consolidated
    Financial Statements.
(2) EBITDA represents net income plus net interest expense (income), income
    taxes, depreciation and amortization. EBITDA is not a measurement of
    financial performance under generally accepted accounting principles and
    should not be construed as a substitute for net income, as a measure of
    performance, or cash flow as a measure of liquidity. It is included herein
    because it is a measure commonly used by securities analysts.

<PAGE>
<PAGE>
Item 7.     Management's Discussion and Analysis of Financial Condition and
-------     Results of Operations.
            ---------------------------------------------------------------

     THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF URSUS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND THE RELATED NOTES AND OTHER INFORMATION REGARDING URSUS
INCLUDED ELSEWHERE IN THIS FORM 10-K.

     We are a facilities-based provider of international telecommunications
services and offer a broad range of discounted international and enhanced
telecommunication services, including U.S. originated long distance service
and directdial international service, Internet telephony and voice over the
Internet protocol ("VOIP") typically to small and mediumsized businesses and
travelers.  Our primary service is call reorigination; however, we have
increasingly been migrating calls to direct access, VOIP and other methods of
transmission.  We also sell services to other carriers and resellers on a
wholesale basis in the US as well as abroad.  Our retail customer base, which
includes corporations and individuals, is primarily located in Southern
Africa, Latin America, the Middle East (Lebanon and Egypt), Germany, New
Zealand and other parts of the world.  We operate a switchedbased digital
telecommunications network out of our primary switching hub located in
Sunrise, Florida.  We installed our first switch in Sunrise, Florida, which
became fully operational in October 1993.  As of March 31, 2000, we operate
six NACT-STX switches with a capacity of 8,064 ports out of our central hub in
Southern Florida.    On September 17, 1998, as described below, we acquired
Access Authority.  This acquisition effectively tripled the number of minutes
going through our switching center.

     We have also developed an e-commerce site known as theStream.com. Our
goal for theStream.com is to become a leading communications portal on the
Internet and a one-stop e-commerce shop for global telecommunications
services. The site is running on an IBM RS/6000 server system, which
incorporates a series of high quality and client-friendly service options such
as voice over the Internet, PC to phone, phone to phone and other
sophisticated web-centric applications. The site is anticipated to facilitate
access to a host of value-added telecommunications products and services.
Currently the site is operating without strong marketing support, and
therefore we have not generated significant revenues as of the filing of this
form 10-K. See discussion in "Liquidity and Capital Resources" herein
regarding the effects of theStream.com.

<PAGE>
<PAGE>
     From November 1993 until the current time, we have grown by marketing our
services through a worldwide network of independent agents and resellers which
now serves in the aggregate approximately 130,000 active registered
subscribers as of March 31, 2000.  Billed minutes of traffic have increased
from 552,374 minutes in the fiscal year ended March 31, 1994 to 112,595,338
minutes in the fiscal year ended March 31, 2000.

     On September 17, 1998, we purchased all the issued and outstanding common
stock of Access for $8 million in cash.  Access provides international long
distance telecommunication services, including call reorigination, domestic
toll-free access and various value-added features to small and medium sized
businesses and individuals in over 38 countries throughout the world.  Access
markets its services through an independent and geographically dispersed sales
force consisting of agents and resellers.  Access operated a switching
facility in Clearwater, Florida, which has now been fully integrated into our
Sunrise, Florida facility.

     We have recently expanded our reach into Latin America and Spain through
the acquisition of Latin America Enterprises ('LAE') on June 1, 2000. LAE is
provider of international long distance telecommunication services, primarily
through the sale of prepaid calling cards in airports, railroad stations and
other highly visible locations in the United States, Latin America and Spain.
The prepaid calling cards are distributed through manned kiosks and vending
machines.  LAE supports the marketing efforts through branch offices and
affiliated companies located in 13 countries.  LAE operates a switching
facility in Miami, Florida. We anticipate that we will consolidate the
switching into our Sunrise, Florida facility.

     We have expanded our high margin retail customer subscriber base by
purchasing a customer base from a US  based carrier on June 1, 2000. This
purchase also gave the Company a point of presence in Los Angeles, California,
Nigeria and Gibraltar.

     Our management believes that the funds raised by our private equity
placement on February 10, 2000  will allow us to expand our customer base and
the number of markets we penetrate by:

     -  acquiring competitors which we believe will add additional annual
        revenues to our business along with synergistic opportunities.
        Deregulation and increased competition in the telecommunications
        industry have created a strong motivation to rapidly gain market share
        in selective markets through acquisitions.

     -  acquiring equity interests in our exclusive agents in selected markets
        to further solidify the contractual relationships with these agents
        and to expand our business in markets offering favorable opportunities
        and returns.

     -  deploying new technologies such as IP telephony technology to bypass
        today's switched telephone network by using costeffective packet
        switched networks and/or the public Internet for the delivery of fax
        and  voice communications. We intend to deploy a number of servers
        and POP's in selected countries to exploit the opportunities provided
        by IP telephony technology. This strategy will allow for more
        aggressive market penetration in selected markets, particularly in
        regulated markets, and a possible reduction in transmission costs.

<PAGE>
<PAGE>
     -  purchasing telecommunications equipment, including switches, gateways
        and servers using financing arrangements in order to expand our direct
        access and IP Network.

     -  Continued marketing and development of our electronic commerce
       ("E-Commerce") internet site called "theStream.com".  This site
        incorporates our traditional services with new service options such as
        voice over the Internet, PC to phone and other sophisticated
       web-centric applications.

REVENUE

     The geographic origin of our revenues is as follows:

                                              Year Ended March 31,
                                              -------------------
                                   1998            1999            2000
                                   ----            ----            ----

Africa                           $8,346,025     $8,090,987     $5,025,974
Europe                            3,857,504      8,818,687      8,712,084
Latin America                     6,523,384      6,131,277      4,883,619
Middle East                       4,721,592      4,077,678      4,282,423
Other                             1,719,272      1,850,736      1,830,775
United States                     2,930,547      5,356,781      8,790,890
                                  ----------------------------------------
                                $28,098,324    $34,326,146    $33,525,765
                                 -----------------------------------------
                                 -----------------------------------------

    Our subscriber base has grown as follows:

     As of:                                    Number of Subscribers(1)
     ------                                    ------------------------
     March 31, 2000                                     130,483
     March 31, 1999                                     103,384
     March 31, 1998                                      30,850


     (1) Subscribers are defined as the number of users of our network whether
as a direct retail customer or through a wholesaler/reseller.

     The number of our independent agents has varied as follows:

     As of:                                 Number of Independent Agents
     -----                                  ----------------------------
     March 31, 2000                                 205 (1)(2)
     March 31, 1999                                 185 (1)(2)
     March 31, 1998                                  14

     (1) Of which 11 and 5, were exclusive as of March 31, 1999 and 2000,
         respectively.

     (2) The number of agents is based on the average number of active agents
         on a monthly basis.

     The percentage of retail (minutes sold to retail end users) and wholesale
(minutes sold to other telecommunication carriers and resellers) revenues has
been as follows: 
<PAGE>
<PAGE>

Period Ended                               Retail     Wholesale     Other
-------------                              ------     ---------     -----
                                             %            %           %
Year Ended March 31,2000                   63.5%         35.5%       1.0%
Year Ended March 31, 1999                  76.5%         23.5%         -
Year Ended March 31, 1998                  86.1%         13.9%         -

     We generate retail revenues primarily through our independent agents. No
single subscriber represents 1% or more of our revenue. Agency agreements can
be exclusive or non exclusive and typically have an initial term of five years
with two additional threeyear renewal periods. The four largest independent
agents account for approximately 38.8% of our revenue for the year ended March
31, 2000.  Any material disruption in or termination of these agreements could
have a material adverse effect on our operations.  An adverse economical and
political climate in Russia and Ecuador during fiscal year 1999 has resulted
in a pull-out from these markets . Despite these market losses,
we continue to increase our retail traffic with a 25.3% increase in minutes
for the year ended March 31, 2000 as compared to the year ended March 31,
1999. However, as the telecommunications industry is currently operating in a
deflationary environment our revenues have been generally flat.

     We believe our retail services are priced below those of the incumbent
ITOs in each country in which we offer our services. Prices for
telecommunications services in many of our core markets have declined as a
result of deregulation and increased competition.  We believe that worldwide
deregulation and increased competition are likely to continue to reduce our
retail revenues per billable minute.  We believe, however, that any decrease
in retail revenues per  minute will be at least partially offset by an
increase in billable minutes by our customers. In addition, our cost per
billable minute has decreased as a result of the deployment of direct access
facilities, the application of IP telephony technology particularly for fax
transmissions, and our ability to exploit purchasing discounts based on
increased traffic volumes.

COST OF REVENUES AND GROSS MARGIN

     The most significant portion of our cost of revenues is transmission and
termination costs which vary based on the number of minutes used.  We purchase
switched minutes from other carriers.  We have historically purchased a
portion of the minutes subject to fixed volume commitments. Carriers have
recently reserved the right to terminate these agreements upon short notice.
We have historically been able to arrange favorable volume purchase
arrangements based upon our high usage and excellent credit history, and these
arrangements continue under more recent terminable agreements.

     During the last year, our segment of the international telecommunications
industry has experienced a continuing tightening of gross margins due to
declining retail and wholesale prices, as exemplified by the decline in the
Company's gross margins from 35.6% in fiscal 1999 to 32.0% in fiscal 2000.
Factors impacting our margin performance are primarily the reduction of retail
prices.  We continue to work aggressively with our suppliers in order to
negotiate on a continuing basis adequate cost structures allowing for the
improvement of margins. We believe that the continued deployment of the IP
network and the resulting increased utilization of fixed dedicated circuit
facilities will reduce our costs and thus increase margins. The reduction in
retail prices reflects increased competition arising from deregulation as well

<PAGE>
<PAGE>
as our strategic decision to gain market share and increase revenue through
more competitive pricing. By increasing total minutes purchased through
aggressive retail and wholesale expansion, we expect to reduce the rates we
pay for switched minutes through volume discounts and other mechanisms. The
benefits of such cost reductions, however, can have a slower impact on our
operating results compared to the more immediate revenue reductions resulting
from price discounting.

     Our cost of providing telecommunications services to customers consists
largely of: (1) variable costs associated with origination, transmission and
termination of voice and data telecommunications services over other carriers'
facilities and (2) costs associated with owning or leasing and maintaining
switching facilities and circuits. Currently, the variable portion of our cost
of revenue predominates, based on the larger proportion of call reorigination
customers and the number of minutes of use transmitted and terminated over
other carrier's facilities. Thus, our existing gross profitability primarily
reflects the difference between revenues and the cost of transmission and
termination over other carriers' facilities.

      We are seeking to lower the variable portion of our cost of services by
eventually originating, transporting and terminating a higher portion of our
traffic over our own Network or via media such as the Internet and private
data networks and by increasing our purchasing power and volume discounts
through an increase in the number of minutes we purchase from other carriers.
In addition, we seek to reduce our cost of revenues by expanding and upgrading
the Network, by adding more owned and leased circuits and facilities and by
increasing the traffic volume carried over these facilities. This should
result in lower variable costs as a percentage of our revenues moves over
fixed cost facilities.  This would allow us to spread the fixed costs over
increasing traffic volumes and negotiate lower cost of transmission over the
facilities owned and operated by other carriers, principally through increased
purchasing volumes and by expanding our least cost routing choices and
capabilities. With this objective in mind, the Company entered on August 19,
1999 into a network agreement with Global Crossing USA Inc. pursuant to which
we will purchase a minimum of $30 million of capacity in Global Crossing's
fiber optic cable systems over a period of time.  Our purchases will consist
of indefeasible rights of use ("IRUs" which have an estimated useful life of
15 to 25 years.

     Our overall gross margins will, however, fluctuate in the future based on
the mix of wholesale and retail international long distance services and the
percentage of calls using private circuits, direct access and/or callthrough
compared to call reorigination.

OPERATING EXPENSES

     Operating expenses include commissions, selling expenses, general and
administrative expenses and depreciation and amortization expenses.

     We pay commissions to our network of independent agents.  Our decision to
use independent agents has been driven by the low initial fixed costs
associated with this distribution channel and the agents' familiarity with
local business and marketing practices. Commissions paid as a percentage of
retail revenues have been as follows:


Year Ended March 31, 2000......................................12.5%
Year Ended March 31, 1999......................................14.1%
Year Ended March 31, 1998......................................17.3%

<PAGE>
<PAGE>
     Agents' commissions have remained stable as a percentage of revenue at
least until the acquisition of Access. Since the acquisition of Access, we
have increased our wholesale business and therefore have decreased commissions
as a percentage of sales. We do not pay commissions to generate wholesale
sales. We expect that commissions will continue to decline as a percentage of
revenues as a result of increased wholesale traffic, which is not
commissionable.

     Selling expenses, exclusive of commissions, consist of selling and
marketing costs, including salaries and benefits, associated with attracting
and servicing agents.  We perform standard due diligence prior to
signing agency agreements and then expend significant time training the agents
in our practices and procedures.

     Our general and administrative expenses consist of salaries, benefits and
corporate overhead, including bonuses paid to executive officers as well as
bad debt expenses.  We believe our selling costs have historically been lower
relative to our competitors, due to our agent network.  Our financial results
reflect higher levels of bad debt losses as our wholesale and other lines of
business expand.  We have seen  that general and administrative expenses have
increased as a percentage of revenues due to additional costs associated with
our development and expansion, expansion of our marketing and sales
organization, and introduction of new telecommunications services such as VOIP
and internet-based web centric products and the deployment of theStream.com.

     Depreciation and amortization expense consists primarily of the expenses
associated with our investments in equipment and the acquisition of Access.
We expect that depreciation and amortization will continue to increase
substantially as we install additional switches and other fixed facilities.

     Other income (expense) consists primarily of interest expense on longterm
debt and interest income earned in connection with shortterm investments, loss
on equity investment and other items.

<PAGE>
<PAGE>

                        SUMMARY OF OPERATING RESULTS
                     (STATED AS A PERCENTAGE OF REVENUES)


                                            Year Ended March 31,
                                            --------------------
                                        1998       1999        2000
                                        ----       ----        ----
Revenues                                100.0%     100.0%      100.0%
Cost of revenues                         66.0       64.4        68.0

Gross profit                             34.0       35.6        32.0

Operating expenses:
    Commission                           14.9       10.8         8.0
    Selling, general and
       administrative                    12.3       22.0        36.0
    Depreciation and amortization         0.7        2.7         5.4
Total operating expenses                 27.9       35.5        49.4

Operating income (loss)                   6.1        0.1       (17.4)
Other income (loss)                                 (1.4)        0.2
Income before income taxes                6.2        1.5       (17.2)
Income tax expense (benefit)              2.5        0.9        (2.1)
Net income (loss)                         3.8        0.6       (15.1)

RESULTS OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2000 AS COMPARED TO THE
YEAR ENDED MARCH 31, 1999:

     Revenues. Revenues decreased $0.7 million (2.3%) from $34.3 million for
the year ended March 31, 1999 to $33.6 for the year ended March 31, 2000. The
revenue decrease during that period is primarily attributable to an industry
wide decrease in revenues per minute as exemplified by the decline in revenue
per minute by 38.8% or $0.19 from $0.49 in fiscal 1999 to $0.30 in fiscal
2000. Minutes of billable traffic for the year increased by 59% to 112.6
million compared to 70.7 million minutes in fiscal 1999. The increase in
billable minutes came primarily from our wholesaler retail traffic, which
increased by about 120.0% from approximately 25 million minutes to
approximately 56 million minutes. The direct retail traffic generated for the
most part by our network of exclusive agents grew by approximately 25% from
approximately 45 million minutes to 57 million minutes. The decrease in
revenue per minute is consistent with our entry into the more mature European
markets, the ongoing deregulation process and open market policy in our core
markets of Latin America and with our increased wholesale sales, which
traditionally generate lower revenue per minute. In addition, we made a
conscious decision to exit or gradually leave high risk, but historically high
margin markets like Russia, Lebanon and Ecuador, which impacted our revenue
sources.

     Cost of Revenues. Cost of revenues increased $0.7 million (3.1%) from
$22.1 million for the year ended March 31, 1999 to $22.8 million for the year
ended March 31, 2000.  Cost of revenues as a percentage of revenues increased
from 64.4% to 68.0%. As a percentage of revenue cost of revenues increased due
to the higher percentage and increasing growth of our wholesale and reseller
traffic, which generates lower margins as compared to our overall
retail base.

     Gross Profit.   Gross profit decreased $1.5 million (12.1%) from $12.2
million for the year ended March 31, 1999 to $10.7 million for the year ended

<PAGE>
<PAGE>
March 31, 2000. As a percentage of revenue, gross profit decreased from 35.6%
during the year ended March 31, 1999 to 32.0% for the year ended March 31,
2000. Gross profit decreased as a percentage of revenues as a result of the
increase in wholesale revenue, which generated lower gross margins, and the
contribution of the low margin Military personnel retail traffic generated
from our Germany customer base. The lower margins were partially offset by a
reduction in carrier costs as a percentage of revenue because the number of
minutes we purchased in fiscal 2000 increased substantially, thereby
increasing our volume-based carrier discounts. For the year ended March 31,
2000 as compared to the year ended March 31, 1999, the average cost per minute
has decreased approximately by 35.0% to an average of $0.20 per minute.

     Operating Expenses. Operating expenses increased $4.4 million (36.0%)
from $12.2 million for the year ended March 31, 1999 to $16.6 million for the
year ended March 31, 2000.  As a percentage of revenues selling, general and
administrative expenses including commissions increased from 32.8% to 44.0%.
The increase was due primarily to the expansion in personnel and overhead
expenses associated with the continued expansion of our switching and
operational facilities, the development of theStream.com and the costs in
migrating traffic to Internet protocol (IP) telephony, in addition to costs
associated with our effort to accelerate our worldwide marketing efforts and
expand on our VOIP carrier to carrier service capabilities.  Operating
expenses were also impacted by a higher level of bad debt expense which
increased $0.7 million (140%) from $0.5 million for the year ended March 31,
1999 to $1.2 million dollars in the year ended March 31, 2000 as a result of
increased risk of loss with some of our agents and wholesalers. Commission
decreased 27.9% during the period from $3.7 million to $2.7 million reflecting
decreased retail revenue as a result of declining retail prices.

      Depreciation and amortization: Depreciation and amortization expense
increased approximately $0.9 million (98.1%) from approximately $0.9 million
for the year ended March 31, 1999 to approximately $1.8 million for the year
ended March 31, 2000 primarily as a result of the expansion of our
infrastructure in connection with our internet and VOIP projects and the
ongoing deployment of our IP network. The increase is attributable to new
switches servers and gateways, upgrades to existing switches, the purchase of
additional computer equipment and software, leasehold improvements, internal
use of software and the amortization of acquisitions.

       Operating Income( loss). Operating income decreased from
approximately $34,000 for the year ended March 31, 1999 to an operating loss
of approximately $5.8 million for the year ended March 31, 2000, primarily as
a result of a 36.0% increase in operating expenses, a 3.6% decrease in gross
profit margins and a 2.3% decrease in revenues as described above.

       Other income (expense).  Other income decreased approximately $0.4
million from approximately $0.5 million for the year ended  March 31, 1999 to
approximately $0.1 million for the year ended March 31, 2000. This decrease
was primarily due to a decrease in interest income derived from the invested
proceeds of
funds from our initial public offering and the private placement of February
10, 2000 and the resolution of a carrier billing dispute in 1999 with no
corresponding items in the 2000 fiscal year .

      Net Income(loss).  As a result of all of the foregoing factors, and
in light of our strategic decision to increase our market share through price
reductions coupled with the ongoing existing competitive market pressure on
gross margins and as a result of the increased expenses in personnel, back-
office and switch operations in combination with our effort in accelerating
our presence in the Internet protocol (IP) and Voice
over the Internet (VOIP) markets as well as the continued development of
theStream.com our net income decreased approximately by $5.3 million from  net
income of approximately $0.2 million in fiscal year 1999 to a net loss of $5.1
million for fiscal  year 2000.


<PAGE>
<PAGE>
RESULTS OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 1999 AS COMPARED TO THE
YEAR ENDED MARCH 31, 1998

     Revenues. Revenues increased $6.3 million (22.2%) from $28.1 million for
the year ended March 31, 1998 to $34.3 for the year ended March 31, 1999. The
revenue increase attributable to the Access acquisition amounted to $12.9
million for the year ended March 31, 1999.  Ursus, on a consolidated basis,
had a 39 million increase in minutes of traffic for a total of 70.7 million
minutes versus 31.7 million minutes over the same period last year.  Access
contributed approximately 41.8 million minutes to Ursus on a consolidated
basis since its acquisition on September 17, 1998.  Revenue per minute
declined from $0.89 per minute to $0.49 per minute or about 45% over the
fiscal year period resulting from the lower per minute rates generated by
Access since October, 1998.  The decrease in revenue per minute is consistent
with our entry into the more mature markets of Germany and Japan and with an
increase of 107.0% in wholesale sales which traditionally generate lower
revenues per minute.

     Cost of Revenues. Cost of revenues increased $3.6 million (19.4%) from
$18.5 million for the year ended March 31, 1998 to $22.1 million for the year
ended March 31, 1999.  Cost of revenues as a percentage of revenues decreased
from 66.0% to 64.4%. This decrease in our costs as a percentage of revenues
primarily reflects declining carrier cost per minute as the result of
aggressive rate negotiation, volume discounts, as well as the use of advanced
least cost routing techniques and the gradual deployment of the IP telephony
network.

     Gross Profit.   Gross profit increased $2.6 million (27.1%) from
$9.6 million for the year ended March 31, 1998 to $12.2 million for the year
ended March 31, 1999. As a percentage of revenue, gross profit increased 1.6%
from 34.0% during the year ended March 31, 1998 to 35.6% for the year ended
March 31, 1999.  Gross profit increased as a result of a reduction in carrier
costs as a percentage of revenue, despite higher wholesale sales, which
traditionally have lower margins.  The acquisition of Access more than tripled
the number of minutes Ursus purchased thereby increasing the likelihood of
further volume based carrier discounts.  For the year ended March 31, 1999 as
compared to the year ended March 31, 1998, the average cost per minute has
decreased approximately 47% to an average of $0.27 per minute.

     Operating Expenses. Operating expenses increased $4.3 million (55.1%)
from $7.8 million for the year ended March 31, 1998 to $12.2 million for the
year ended March 31, 1999. The increase was due primarily to the acquisition
of Access, which added approximately $3.3 million in operating expenses. In
addition, we had an increase  in selling, general and administrative expenses
consisting primarily of salaries and benefits for executives, additional
marketing, customer service and accounting personnel and increased bad debt
expenses.  As a percentage of revenues selling, general and administrative
expenses increased 9.7% from 12.3% to 22.0%.  We have aggressively expanded
our personnel and operational infrastructure in anticipation of increased
traffic and revenues through the implementation of our acquisition program and
other marketing / sales programs, such as, the ongoing e-commerce initiative.
We expect that operating expenses as a percentage of revenue will decrease
with the final integration of the operations of Access, the start of the
e-commerce site and other potential future acquisitions.

<PAGE>
<PAGE>
     Depreciation and amortization expense increased approximately $718,000
(364.9%) from approximately $196,000 for the year ended March 31, 1998 to
approximately $914,000 for the year ended March 31, 1999 as a result of the
expansion of our infrastructure in connection with its acquisition program and
the deployment of our IP network. The increase is attributable to new
switches, upgrades to existing switches, the purchase of additional computer
equipment and software, and leasehold improvements. In addition, amortization
of the intangibles as a result of the acquisition of Access was approximately
$302,000 as compared to zero amortization expense for the same period last
year.

     Operating Income. Operating income decreased from $1.7 million for
the year ended March 31, 1998 to approximately $0.03 million for the year
ended March 31, 1999 primarily as a result of a 123.5% increase in selling,
general and administrative expenses and a 364.9% increase in depreciation and
amortization.

     Other income (expense).  Other income increased approximately by
$459,000 from approximately $14,000 for the year ended  March 31, 1998 to
approximately $473,000 for the year ended March 31, 1999. This increase was
primarily due to investment income derived from the invested proceeds of funds
from our initial public offering and the resolution of a carrier billing
dispute.

     Net Income.  As a result of all of the foregoing factors,
particularly a 55.1% increase in operating expenses, and in light of our
strategic decision to increase our gross revenues and market share through
price reductions, our net income decreased approximately $0.9 million from
approximately $1.1 million for the year ended March 31, 1998 to approximately
$0.2 million for the year ended March 31, 1999. Net income has also been
impacted by start up losses from our subsidiaries in France and Argentina,
which amounted to approximately $310,000 for the year ended March 31, 1999.
Management believes that our current strategy to actively implement new
network while controlling selling, general and administrative expenses, in
addition to increasing the revenue base through acquisition, aggressive
pricing and the e-commerce initiative may result in greater net income in the
future.

RESULTS OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 1998 AS COMPARED TO THE
YEAR ENDED MARCH 31, 1997

     Revenues.  Revenues increased $7.3 million (34.8%) from
$20.8 million in the fiscal year ended March 31, 1997 to $28.1 million in the
fiscal year ended March 31, 1998.  The increase in revenues reflects increased
billed retail customer minutes, particularly in the South African and Middle
Eastern markets. In addition, we earned $3.9 million of wholesale revenue in
the fiscal year ended March 31, 1998, as compared to $315,000 in the fiscal
year ended March 31, 1997.

     Cost of Revenues.  Cost of revenues increased by $6.3 million (52%)
from $12.2 million in the fiscal year ended March 31, 1997 to $18.5 million in
the fiscal year ended March 31, 1998.  The increase in cost of revenues
primarily reflects an increase in sales volume, based on number of minutes
sold. Costs of revenues as a percentage of sales increased from 58.5% to 66%,
because selling prices per minute decreased faster than costs per minute. This
increase in our costs as a percentage of revenues primarily reflects declining
retail prices, the growth of the less profitable wholesale business, and
increasing incremental nonbillable access costs associated with our call
reorigination business. As discussed in "Cost of Goods Sold and Gross Margin"
above, retail price reductions tend to reduce gross revenues before the
<PAGE>
<PAGE>
benefits of the negotiated volumebased rate reductions by carriers can be
realized, a fact which resulted in a decline in the gross profit margin in the
retail segment of revenues from 41.4% for the fiscal year ended March 31, 1997
to 37.9% for the fiscal year ended March 31, 1998.  Our margins for fiscal
year ended March 31, 1998 reflected this trend, despite the increased costs of
revenues being in part mitigated by the settlement of a dispute regarding a
purchase contract from a supplying carrier. The effect of such settlement was
a one-time savings in cost of revenues equal to 3.5%.

     Gross Profits.  Gross profit increased $1 million (10.7%) from
$8.6 million in the fiscal year ended March 31, 1997 to $9.6 million in the
fiscal year ended March 31, 1998.  As a percentage of revenue, gross profit
decreased 7.5% from 41.5% in the fiscal year ended March 31, 1997 to 34.0% in
the fiscal year ended March 31, 1998.  Gross profit margin decreased because
sales price per minute decreased faster than cost price per minute, and we
began our wholesale carrier business which operates on much lower gross profit
margins of 9.9% as compared to 37.9% for the retail segment for the fiscal
year ended March 31, 1998.  The reduction in prices reflects price competition
from deregulation as well as our strategic decision to gain market share and
increase revenue through more competitive pricing. By increasing total minutes
purchased not only through aggressive retail expansion, but also through
expansion of our wholesale business, we eventually expect to reduce the rates
we pay for switched minutes through volume discounts and other mechanisms.

     Operating Expenses.  Operating expenses increased $1.2 million
(18.2%) from $6.6 million in the fiscal year ended March 31, 1997 to
$7.8 million in the fiscal year ended March 31, 1998.  The increase was due to
an increase in commission expense of $0.4 million (reflecting increased gross
revenues in spite of a 1.1% decrease in total commission paid to agents as a
percentage of retail revenues), and increases in salaries and wages of $0.5
million and a general SG&A expenses increase of $0.2 million.  Operating
expenses as a percentage of revenues decreased by 4%, primarily because
additional SG&A expenses were more than offset by increased revenues in the
fiscal year ended March 31, 1998, and our SG&A expenses were absorbed by a
larger base of revenues.

     Depreciation and amortization expense increased approximately $70,000
from approximately $126,000 in the fiscal year ended March 31, 1997 to
approximately $196,000 in the fiscal year ended March 31, 1998 as a result of
switch upgrades, the purchase of additional computer equipment and software,
and leasehold improvements.

     Interest Expense.  Interest was approximately $39,000 in the fiscal
year ended March 31, 1997 and $24,000 in the fiscal year ended March 31, 1998,
reflecting a reduction in our outstanding longterm debt.

     Operating Income.  Operating income decreased $0.3 million from $2.0
million in the fiscal year ended March 31, 1997 to $1.7 million in the fiscal
year ended March 31, 1998 primarily as a result of decreased gross margin
rates due to the increase in cost of revenues from 58.5% to 66% of revenues,
this despite the fact that total operating expenses as a percentage of
revenues decreased by 4%.  Other operating expenses did not change
significantly.

     Net Income.  As a result of all of the foregoing factors including a
26% increase in SG&A, and in particular because of our strategic decision to
increase our gross revenues through price reductions, net income decreased
approximately $179,000 from approximately $1.3 million in the fiscal year
ended March 31, 1997 to approximately $1.1 million in the fiscal year ended

<PAGE>
<PAGE>
March 31, 1998.

LIQUIDITY AND CAPITAL RESOURCES

   Our capital requirements consist of capital expenditures in connection with
the acquisition and maintenance of switching capacity and circuits, the
continued development of theStream.com and working capital requirements.
Historically, our capital requirements have been met primarily through funds
provided by operations, term loans funded or guaranteed by its majority
shareholder, capital leases and vendor financing agreements and the sale of
common stock.

     Net cash provided by operating activities was $1.5 million in 1998 and
net cash used in operating activities was $1.4 million in 1999 and $2.6
million in 2000.  The net cash provided by operating activities in 1998 mainly
reflects net earnings offset by increases in accounts receivable relative to
accounts payable to carriers.  For the fiscal year ended March 31, 1999, the
net cash used in operating activities was primarily the result of a reduction
of carrier and other payables subsequent to the acquisition of Access.  During
the fiscal year ended March 31, 2000 the net cash used in operating activities
increased as compared to fiscal 1999 as a result of the net loss.

     Net cash used in investing activities was $0.3 million in 1998, $9.1
million in 1999 and $1.9 million in 2000. The net cash used in investing
activities in 1998, and 2000 principally reflects an increase in equipment
purchases. In fiscal 1999 we made several acquisitions which resulted in cash
payments of approximately $7.9 million.

     Net cash used in financing activities was approximately $944,000 in 1998
and net cash provided by financing activities was $11.9 million in 1999 and
7.9 million in 2000. The activities consisted of debt repayment, primarily to
our bank for longterm financing obtained in 1993 and 1994. Net cash used in
financing activities for the fiscal year ended March 31, 1998 was
approximately $944,000 reflecting debt repayment and deferred costs related to
our initial public offering.  For the year ended March 31, 1998, the net cash
provided by financing activities resulted from the sale of our stock in the
initial public offering offset by lease payments. During the year ended March
31,2000, net cash provided by financing activities was a result of a private
placement of stock, which resulted in $6.6 million in net proceeds plus the
exercise of stock options and warrants which generated an additional $2.0
million. This cash inflow was offset by repayments of vendor financing,
capital leases and a seller note.

     On February 10, 2000 we agreed to sell $7 million in stock to a group of
private institutional investors. The net proceeds to the Company from the sale
after deducting expenses were approximately $6.6 million.

     We expect that the remaining proceeds from the sale of common stock and
internally generated funds, will provide sufficient capital for us to fund
anticipated growth for the next 12 months.  Based on our current business
model, we will be actively seeking new sources of equity or other financing to
support our increased capital requirements due to the continued development of
theStream.com and the ongoing development and migration to Internet protocol
(IP) / VOIP telephony.  There are no guarantees that sufficient funding will
occur in time to fulfill our business model.  If there is any delay in
obtaining this additional financing we will implement our contingency plans,
which could affect our future growth.  The amount of our future capital
requirements will depend upon many factors, including performance of the
Company's business, the rate and manner in which it expands, staffing levels

<PAGE>
<PAGE>
and customer growth, as well as other factors not within our control,
including competitive conditions and regulatory or other government actions.
If the Company's plans or assumptions change or prove to be inaccurate or the
net proceeds from the sale of common stock, together with internally generated
funds or other financing, prove to be insufficient to fund our growth and
operations, then some or all of our development and expansion plans could be
delayed or abandoned.

     In order to provide flexibility for potential acquisition and network
expansion opportunities, we have and will continue to seek financing
arrangements with vendors or other financial institutions.  Other future
sources of capital for us  could include public and private debt, including
high yield debt offerings, public and private equity financing, stand by lines
of credit and leasing facilities.  There can be no assurance that any such
sources of financing will be available to us in the future or, if available,
that they could be obtained on terms acceptable to the Company.  While such
financing may provide us additional capital resources that may be used to
implement its business plan, the incurrence of indebtedness could impose
risks, covenants and restrictions on us that may affect the Company in a
number of ways, including the following: (i) a significant portion of our cash
flow from operations may be required for the repayment of interest and
principal payments arising from the financing, with such cash flow not being
available for other purposes; (ii) such a financing could impose covenants and
restrictions on us that may limit its flexibility in planning for, or reacting
to, changes in its business or that could restrict its ability to redeem
stock, incur additional indebtedness, sell assets and consummate mergers,
consolidations, investments and acquisitions; and (iii) our degree of
indebtedness and leverage may render it more vulnerable to a downturn in its
business or in the telecommunications or Internet industry or the economy
generally.  In addition, equity financing will increase dilution and thus
affect earnings per share to the common share holder.

SEASONALITY

     We have historically experienced, and expect to continue to experience, a
decrease in the use of our services in the months of August and December due
to the closing of many businesses for holidays in Europe and the United States
during those months.

RISKS ASSOCIATED WITH THE YEAR 2000

     As a result of completing our Year 2000 readiness project prior to year
end, we were able to avoid any significant problems that may have resulted due
to the impact of the Year 2000.  These problems, which were widely reported in
the media, could have caused malfunctions in certain software and databases
that use date sensitive processing relating to the Year 2000 and beyond.  To
date we are not aware of the occurrence of any significant Year 2000 problem.

     We did not incur any significant costs in completing our Year 2000
readiness project.  No significant costs are expected as we continue to
monitor our systems for any undiscovered Year 2000 problems.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued SFAS No. 133 No. 133  "Accounting for
Derivative Instruments and Hedging Activities."   SFAS 133 established
standards for the accounting and reporting of derivative instruments and
hedging activities and requires that all derivative financial instruments be
measured at fair value and recognized as assets or liabilities in the
<PAGE>
<PAGE>
financial statements.  Ursus expects to adopt the Statement during fiscal
2001. As Ursus currently does not have any derivative instruments the impact
of such adoption is not expected to have a material impact on Ursus' financial
position, results of operations or cash flows.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------   ----------------------------------------------------------

     Our primary market risk exposure relates to changes in foreign currency
exchange rates and to changes in interest rates.  Although the Company's
functional currency is the United States Dollar, a significant portion of our
revenue is derived from sales outside the United States.  In the future, the
Company expects to continue to derive a significant portion of its revenue
outside the United States, and changes in foreign currency exchange rates may
have a significant effect on the Company's ability to operate competitively in
those countries.  The Company historically has not engaged in hedging
transactions.  Our financial instruments consisting of lease obligations and
notes payable, have fixed interest rates and are short term and therefore are
not sensitive to market changes in interest rates. Potential increases in
interest rates could increase borrowing costs and could have a material impact
on our financial performance.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
------   -------------------------------------------

     The financial statements required pursuant to this item are included in
Part III, Item 14 of this Form 10-K and are presented beginning on page F-1.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
------   Financial Disclosure.
         ----------------------------------------------------------------

     Not Applicable.

<PAGE>
<PAGE>
                                 PART III
                                 --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
-------   ---------------------------------------------------

     The following set forth the executive officers and directors of Ursus:

Name                   Age                       Position

Luca M. Giussani        46     Chief Executive Officer and Director
Jeffrey R. Chaskin      47     President, Chief Operating Officer and Director
Johannes S. Seefried    41     Chief Financial Officer and Director
Richard C. McEwan       45     Vice President of Customer Service
Steven L. Relis         38     Chief Accounting Officer
Gregory J. Koutoulas    51     Vice President, Controller and Secretary
William Newport         64     Director, Chairman of the Board of Directors
Kenneth L. Garrett      57     Director
Vincent Cannistaro             Director

     Luca M.  Giussani, a cofounder of Ursus, has served as Chief Executive
Officer and Director since our inception and as President from our inception
until October 1998.  Mr. Giussani currently works full time for us in the
United States.  Prior to cofounding Ursus with Mr. Chaskin, Mr. Giussani
served as an advisor to a number of developing countries for the restructuring
of their foreign debt, as well as a consultant to several public sector
Italian contractors specializing in the construction of power plants.  Prior
to 1993, Mr. Giussani was an officer of Orient & China S.P.A., a trading
company specializing in transactions with China, and in the following concerns
that provided consulting services to Italian contractors: Intraco P.E.F.,
Balzar Trading Ltd.  and Ursus Finance Ltd.

     Jeffrey R. Chaskin is a cofounder of Ursus and has been our Chief
Operating Officer and a Director since our inception.  Mr. Chaskin was named
President in October 1998.  Mr. Chaskin has had a key role in the development
of various telecommunications companies, and has consulted to the industry
since 1981 including consulting regarding call center and switched network
operations for CIL, Federal Express, CBN, ASCI and others.

     Johannes S. Seefried has been Chief Financial Officer and a Director of
Ursus since February 1997 and was our Chief Accounting Officer from February
1998 through April 1999. Prior to 1994, Mr. Seefried held executive positions
in corporate finance and securities sales with commercial and investment
banking organizations, both in the United States and Europe. From 1990 to
1993, Mr. Seefried was employed by Banco Santander, a commercial and
investment-banking group. Mr. Seefried's primary responsibilities at the
Santander Group included serving as a Vice President of corporate business
development, including mergers and acquisitions. From 1994 to 1996,
Mr. Seefried served as Managing Partner of Seefried Forstverwaltung, a
privatelyowned forestry and property management company. Mr. Seefried is a
graduate of the Stanford Graduate School of Business, 1994, and the School of
Foreign Service at Georgetown University, 1983.

     Richard C. McEwan has been recently named Vice President of Customer
Service and served as Vice President of Agency Relations since September 1,
1997. Prior to joining Ursus on a fulltime basis, Mr. McEwan was a consultant
to Ursus from its inception. From 1990 until our inception, Mr. McEwen served
as the Director of International Development at Gateway USA. From 1988 to 1990
Mr. McEwan was cofounder and Executive Vice President of Gateway AsiaTaiwan,

<PAGE>
<PAGE>
the first overseas agency of Gateway USA providing call reorigination
services. Mr. McEwan also provides consulting services to the Ursus agent in
the Bahamas. Mr. McEwan received a B.A. from Brigham Young University in 1980
and a Masters of International Management from the American Graduate School of
International Management (Thunderbird) in 1982.

     Steven L. Relis has been the Chief Accounting Officer of Ursus since
April 1999. Mr. Relis joined Ursus in June of 1998 as the Vice President of
Finance. From 1993 to 1998, Mr. Relis was an audit manager with Deloitte and
Touche in New York and Ernst & Young in Miami.  At Ernst & Young he was part
of the entrepreneurial services group, which specializes in supporting the
needs of aggressive growth companies.  Mr. Relis received a B.S. in Business
from Long Island University in 1985 and is a licensed Certified Public
Accountant with over 12 years of audit and tax experience.

     Gregory J. Koutoulas has been Vice President, Controller and Secretary of
Ursus since November 1994. From 1990 to 1994, Mr. Koutoulas served as
Controller of F.A.S.T., INC., a wholesale distributor of health and beauty
aids. Prior to his position with F.A.S.T., INC., from 1987 to 1989,
Mr. Koutoulas was employed by Bertram Yacht, a manufacturer of luxury yachts,
as Manager of Financial Analysis and Cost Accounting. Mr. Koutoulas received a
B.S. in Economics with a concentration in Accounting from Purdue University in
1971 and is a licensed Certified Public Accountant.

     William M. Newport became a Director and Chairman of the Board of
Directors of Ursus in February 1998. Mr. Newport was Chief Executive Officer
of AT&T's cellular business from 1981 to 1983. In 1983, Mr. Newport joined the
Bell Atlantic Corporation when it was formed as a result of the AT&T
divestiture and retired in December 1992 from the Bell Atlantic Group as a
Vice President for Strategic Planning, after a 36year career in the
telecommunications industry. Mr. Newport served as a director of Integrated
Micro Products, a manufacturer of fault tolerant computers for
telecommunications equipment vendors, from 1994 to 1996, and currently serves
as a director of the Corporation for National Research Initiatives, a
nonprofit information technology research and development company, Authentix
Networks, Inc., a wireless roaming fraud prevention and detection service
provider and Condor Technology Solutions, a publicly traded company that
provides information technology services, such as information systems
development, networking, desk top computing systems and design installations.
Mr. Newport holds degrees in Electrical Engineering from Purdue University and
in Management from the Sloan School of Management at M.I.T.

     Kenneth L. Garrett became a director of Ursus in April 1998. From 1994 to
present, Mr. Garrett is President of KLG Associates, Inc., a
telecommunications consulting firm specializing in the design and operations
of networks, and is a member of the executive committee of Tri State
Investment Group, a group providing venture capital based in North
Carolina. From 1989 to 1994, Mr. Garrett was a Senior Vice President in charge
of AT&T's Network Services Division, and from 1964 to 1989, he worked in a
number of capacities in operations, sales and marketing within the AT&T
organization. Also, from 1971 to 1973, Mr. Garrett worked as district plant
manager at Pacific Bell Telephone Company in San Francisco. Mr. Garrett holds
degrees in Chemical Engineering from Iowa State University and in Management
from the Sloan School of Management at M.I.T.

     Vincent Cannistaro became a director of Ursus in October of 1999.
Currently, Mr. Cannistraro serves as President of Walsingham International, a
company specializing in international due diligence and background
investigations. He also provides consulting services for several corporate

<PAGE>
<PAGE>
clients, including Novartis and Deutche Bank, and is an on-air consultant to
ABC World News with Peter Jennings regarding international and security
affairs. From October 1988 through September 1990, Mr. Cannistraro served as
Chief of Operations and Analysis at a critical operations center of the CIA.
While at the Department of Defense (January 1987 - October 1988), he was
Special Assistant for Intelligence in the office of the Secretary of Defense.
Prior to that, Mr. Cannistraro served as Director for Intelligence Programs at
the National Security Council, following his professional career as a CIA
officer and service in a variety of foreign posts in the Middle East, Africa
and Europe.

     The directors are divided into three classes, denominated Class I,
Class II and Class III, with the terms of office expiring at the 1999, 2000
and 2001 annual meeting of shareholders, respectively. The directors have
initially been divided into classes as follows: Class I: Mr. Giussani and
Mr. Chaskin, Class II: Mr. Seefried and Mr. Newport and Class III:
Mr. Garrett and Mr.Cannistrano.  At each annual meeting following such initial
classification and election, directors elected to succeed those directors whose
terms expire will be elected for a term to expire at the third succeeding annual
meeting of shareholders after their election. All officers are appointed by and
serve, subject to the terms of their employment agreements, if any, at the
discretion of the Board of Directors.

     COMPENSATION OF DIRECTORS

     Ursus pays each nonemployee director compensation of $2,000 for each
meeting of the Board of Directors that he attends and $500 for a conference
telephone meeting with members of the Board. Outside members of the Board will
also be granted between 5,000 and 15,000 nonqualified options under the Stock
Incentive Plan as described below for each year of service on the Board. Ursus
will reimburse each director for ordinary and necessary travel expenses
related to such director's attendance at Board of Directors and committee
meetings.

     Section 16a
     -----------

     Not applicable.

Item 11.  Executive Compensation.
-------   -----------------------
     The Summary Compensation Table below provides certain summary information
concerning compensation paid or accrued during the fiscal years ended
March 31, 2000, 1999 and 1998 by Ursus to or on behalf of the Chief Executive
Officer and the three other executive officers of Ursus.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
     Annual Compensation
     -------------------

                                                              Long-Term
                                                              Compensation
                                                               Securities
    Name and                                                   Underlying        Other Annual
 Principal Position       Year       Salary        Bonus    Options Granted    Compensation
------------------        ------      -------       ------    ---------------    ------------
<S>                         <C>       <C>          <C>          <C>              <C>
Luca M. Giussani            2000      $261,461      $ 45,000        -            $32,158(1)
Chief Executive Officer     1999      $230,769      $240,222     150,000         $33,876(1)
                            1998      $187,615      $281,909        -            $38,100(1)


Jeffrey R. Chaskin(3)       2000     $261,183       $ 70,000        -            $23,960(1)
President and               1999     $230,769       $240,222     150,000         $25,606(1)
Chief Operating Officer     1998     $187,615       $281,909        -            $32,516(1)

Johannes S. Seefried        2000     $200,000           -           -            $ 9,113(2)
Chief Financial             1999     $176,923        75,000      150,000         $ 7,443(2)
Officer                     1998     $137,942        75,000         -            $ 1,490(2)


Richard McEwan(4)(5)        2000     $130,000          -            -                -
Vice President of           1999     $130,000          -          100,000            -
Customer Service            1998     $ 76,000      $40,000          -            $20,962(5)

Paul Biava (6)              2000     $150,673      $ 3,900         40,000            -
Vice President of           1999     $ 92,121                      20,000            -
Operations                  1998         -             -                             -
</TABLE>
------------------
(1)  Consists of the use of a company provided automobile and vacation pay.

(2)  Consists of the use of a company provided automobile.

(3)  Does not include compensation paid to Mr. Chaskin's wife, Joanne M.
     Canter, an employee of Ursus. Ms. Canter's salary for 1998, 1999 and 2000
     was $18,069, $21,885 and $24,231, respectively.

(4)  Mr. McEwan joined Ursus on September 1, 1997.

(5)  Consulting fees paid from April 1, 1997 to August 30, 1997.

(6)  Mr. Biava joined Ursus on September 16, 1998 and resigned effective
     March 17, 2000.


EMPLOYMENT AGREEMENTS

     Ursus has entered into employment agreements, effective on January 1,
1998, with each of Luca Giussani, Jeffrey Chaskin, Johannes S. Seefried and
Richard McEwan for terms ranging from two to five years.

     The employment agreements with each of Messrs. Giussani and Chaskin,
respectively, the Company's Chief Executive and Chief Operating Officers,
provide for each to receive:

     (i)     base annual salary of $225,000 in 1998, $250,000 in 1999,
$275,000 in 2000, $300,000 in 2001 and $325,000 in 2002;

     (ii)     minimum bonuses payable at the beginning of each calendar year,
commencing in January 1998, of $45,000; in addition, each executive will
<PAGE>
<PAGE>
receive additional bonuses, depending upon the Ursus operating results, of
$45,000 for each $1 million of earnings before interest, taxes, depreciation,
amortization and such bonuses ("EBITDAB") up and including to an "EBITDAB" of
$4 million, as generated by the Ursus during any fiscal year beginning on
April 1, 1998 (such bonuses to be prorated for EBITDAB of a fraction of $1
million and paid monthly, subject to continuing adjustment for each quarterly
and fiscal year's EBITDAB);

     (iii)     bonuses commencing with the Ursus fiscal year beginning on
April 1, 1998, determined as a percentage of the executive's base annual pay
depending upon Ursus EBITDAB, these bonuses begin to be payable at 20% of base
annual pay for EBITDAB of at least $4 million, and increase in increments of
5% of base annual pay for each $1 million of additional EBITDAB above an
EBITDAB of $4 million (such bonuses to be prorated for EBITDAB of a fraction
of $1 million and paid quarterly subject to continuing adjustment for each
fiscal year's EBITDAB) provided that aggregate bonuses as described in (ii),
above and this section (iii) shall not exceed 200% of the annual base pay;

     (iv)     in the event of a termination without cause, or termination by
the executive for good reason, compensation for the balance of the remaining
term of the agreement, but for not less than one year; or in the event of
termination of the executive following a change in control, a payment of three
years' base includible compensation, equal to the maximum tax deduction that
the Company can receive under applicable "golden parachute" regulations;

     (v)     confidentiality provisions and a noncompete agreement within the
State of Florida for one year after any termination of employment; and

     (vi)     10year options to purchase 150,000 shares of Common Stock at the
Offering Price, 75,000 of which vest upon consummation of this Offering and
the balance in January 1999 or upon a change in control of the Company.
Mr. Giussani's options will be nonqualified. Options to purchase $200,000
worth of Common Stock issued to Mr. Chaskin will be taxqualified and remainder
will be nonqualified.

     The agreements provide that the bonuses already paid to Messrs. Giussani
and Chaskin through December 1997 comprise the entire bonus to which each is
entitled in respect of the 1998 fiscal year. Both Mr. Giussani and Mr. Chaskin
have waived any other claims for compensation from Ursus accruing prior to
January 1, 1998.

     Ursus had an employment agreement, which was subsequently superceded as
described below, with Johannes Seefried, its Chief Financial Officer, providing
for terms similar to those in the employment agreements with Messrs. Giussani
and Chaskin described above, except that:

     (i)   the term of the agreement is for two years from January 1, 1998;

     (ii)  the base annual salary is $170,000 in 1998 and $200,000 in 1999;

     (iii) a guaranteed bonus of $50,000 is payable at the commencement of
the agreement and a bonus of $75,000 is payable upon consummation of this
Offering, in addition to bonuses payable as a percentage of base annual pay
depending on the EBITDAB of $4 million or more realized by Ursus in any fiscal
year beginning on or after April 1, 1998 and during the term of the agreement;
all in accordance with the formula set forth in paragraph (iii), above with
respect to Messrs. Giussani and Chaskin; and

<PAGE>
<PAGE>
     (iv)  10-year options to purchase 100,000 shares of Common Stock at the
Offering Price, 50,000 of which vest upon consummation of the Offering and the
balance in January 1999 or upon a change in control of Ursus. Options to
purchase $200,000 worth of Common Stock will be taxqualified, the remaining
options will be nonqualified.

     On June 19, 2000, Ursus and Mr. Seefried entered into a new employment
agreement, which supercedes the January 1, 1998, agreement and ends on
December 31, 2000. The new agreement provides the following terms:

      (i)   the base annual salary is $200,000.

     (ii)   A grant on May 24, 2000 of 25,000 stock options on Ursus common
stock of which up to $100,000 in value are eligible for an incentive stock
option award, subject to shareholder approval of  an increase in the number of
shares in the Ursus Stock Option Plan, at a strike price of $10.25, vesting and
exercisable on the grant date.

     (iii)  A grant of an additional financing performance bonus of 100,000
non-qualified stock options on Ursus common stock at a strike price equal to the
closing price on the date the employment agreement was executed, subject to
shareholder approval of an increase in the number of shares in the Ursus Stock
Option Plan. The performance bonus is based solely upon Ursus obtaining any
additional public financing or investment by May 31, 2001. Of such grant,
50,000 stock options shall be vested and exercisable on the closing of any
financing or investment of up to $5,000,000. An additional 25,000 stock options
for a total of 100,000 stock options shall be vested and exercisable on the
closing of any financing or investment of over $5,000,000 up to and including
$7,500,000. An additional 25,000 options shall be vested and exercisable on the
closing of any financing or investment of over $7,500,000.

     (iv)   A grant of an additional specific relationship performance bonus of
$75,000 non-qualified stock options on Ursus common stock at a strike price
equal to the closing price on the date the employment agreement was executed,
subject to shareholder approval of an increase in the number of shares in the
Ursus Stock Option Plan. The specific relationship bonus options shall be vested
and exercisable on the closing by May 31, 2001 by Ursus of certain
pre-determined goals related to closing of commercial agreements.


<PAGE>
<PAGE>
LONG TERM COMPENSATION

     In connection with our initial public offering we established the 1998
Stock Incentive Plan, whereby 1,000,000 shares of Common Stock were authorized
for issuance.  As of March 31, 2000, we have granted 986,000 10-year options to
purchase Common Stock.  No options were granted during the last fiscal year to
our executive officers, except for 40,000 options that were granted to Paul
Biava and were subsequently forfeited upon his leaving Ursus on March 17,
2000.

OPTION EXERCISES AND HOLDINGS

     The following table sets forth, as to the Executive Officers, certain
information concerning the number of shares subject to both exercisable and
unexercisable stock options as of March 31, 2000. Merrs. Seefried and McEwan,
respectively, have exercised 35,000 and 45,000 stock options to date. Also
reported are values for "in-the-money" options that represent the positive
spread between the respective exercise prices of  the outstanding stock options
and the fair market value of Ursus' Common Stock as of March 31, 2000.

                                                     Value of Unexercised
                     Number of Securities           In-The-Money Options
                     Underlying Unexercised             At Fiscal Year
                    Options at Fiscal Year End               End
                    ---------------------------     ----------------------
Name                 Exercisable   Unexercisable   Exercisable  Unexercisable
------------------------------------------------------------------------------
Luca M. Giussani       150,000            -          $1,021,875        -
Jeffrey R. Chaskin     150,000            -          $1,021,875        -
Johannes S. Seefried   115,000            -          $1,401,563        -
Richard McEwan          55,000            -          $  374,688        -

<PAGE>
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
-------   --------------------------------------------------------------

     The following table sets forth information as of June 29, 2000 relating
to the beneficial ownership of Common Stock by (i) those persons known to
Ursus to beneficially own more than 5% of our Common Stock, (ii) each of our
directors and executive officers and (iii) all of the our directors and
executive officers as a group.

Name of Beneficial Owner (13)        Number of Shares    Percent of Ownership
-----------------------------        -----------------   --------------------
Luca M. Giussani (1)(2)                4,250,000(4)             51.5%
Jeffrey R. Chaskin                       574,300(4)              6.9%
Johannes S. Seefried(12)                 140,000(5)(12)_         1.7%
Juan Jose Pino Jr.(10)                   427,498(9)(10)          5.2%
Richard McEwan                            55,000(3)              (7)
William Newport                           25,000(6)              (7)
Kenneth L. Garrett                        20,000(8)              (7)
Vincent Cannistraro                       15,000(11)             (7)
All Executive Officers and
Directors as a Group (7 Persons)       5,506,798(3)(4)           66.7%
                                      (5)(6)(8)(9)(11)

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

(1)     Held by Fincogest S.A., a Swiss nominee entity, whose holdings of
        Common Stock are beneficially owned by Mr. Giussani (100%). Mr.
        Giussani has sole voting and investment power with respect to his
        shares of Common Stock.

(2)     Fincogest, S.A. also owns 100% of the outstanding shares of Series A
        Preferred Stock of Ursus, all of which are beneficially owned by Mr.
        Giussani, who holds sole voting and investment power with respect to
        the Series A Preferred Stock.

(3)     Includes 10-year options to purchase 55,000 shares of Common Stock.

(4)     Includes 10-year options to purchase 150,000 shares of Common Stock.

(5)     Includes 10-year options to purchase 25,000 shares of Common Stock.

(6)     Includes 10-year options to purchase 25,000 shares of Common Stock.

(7)     Less than 1%.

(8)     Includes 10-year options to purchase 20,000 shares of Common Stock.

(9)     Includes 22,498 shares held by the Juan Jose Pino, Jr. Revocable Trust
        of which Juan Jose Pino Jr. is the sole beneficiary and 405,000 shares
        held by Sitwell International Inc. (BVI) of which Juan Jose Pino Jr.
        owns substantially all of the outstanding shares.

(10)    Excludes 10-year options to purchase 25,000 shares of Common Stock.

(11)    Includes 10-year options to purchase 10,000 shares of Common Stock.

(12)    Excludes 10year options to purchase 175,000 shares of Common Stock.

(13)    As used in this table, "beneficial ownership" means the sole or
        shared power to vote, or to direct the voting of a security, or the
        sole or shared investment power with respect to a security (i.e., the
        power to dispose, or direct the disposition, of a security).
        Accordingly, they may include shares owned by or for, among others,
        the wife, minor children or certain other relatives of such
        individual, as well as other shares as to which the individual has the
        right to acquire within 60 days after such date.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------  -----------------------------------------------

Loans and Advances to Executive Officers

     Between December 26, 1995 and July 15, 1997, Ursus loaned an aggregate of
$127,000 to Luca Giussani, its Chief Executive Officer. The loans were
evidenced by unsecured notes bearing interest at 7.65% per annum. In addition,
Ursus made cash advances totaling $4,749 on behalf of Mr. Giussani during this
period. At March 31, 1999, Mr. Giussani owed Ursus $10,843. On April 30, 1999
the Board of Directors approved a loan to Mr. Giussani in the amount of
$30,000 evidenced by a promissory note that bears interest at 6%.   On
September 20, 1999 Mr. Giussani repaid the note and accrued interest.

     At March 31, 2000, our Chief Executive Officer owed Ursus $23,514 for
cash advances made on his behalf. On May 25, 2000 Ursus advanced an additional
$10,000 to its Chief Executive Officer.

     On June 6, 2000 our Board of Directors approved an $80,000 loan to our
Chief Executive Officer. The $80,000 loan consists of $50,000 of additional
cash and the conversion of $30,000 of cash advances into a loan. The loan is
evidenced by a promissory note that is due and payable on September 3, 2000,
with interest at the rate of 6.43% per annum.

BONUSES PAID TO EXECUTIVE OFFICERS

     Pursuant to the employment agreements effective January 1, 1998,
Messrs. Giussani and Chaskin each received $45,000, $240,222, and $281,909 in
bonuses under these agreements for fiscal years ended March  31, 2000, 1999
and 1998, respectively.

      On October 23, 1998 our Compensation Committee approved a special
one-time bonus of $120,000 to each of Messrs. Giussani and Chaskin to reward
them for their efforts in closing the acquisition of Access.  On September
3, 1999 our Compensation Committee approved a special one-time bonus of
$25,000 to Mr. Chaskin for repositioning Ursus with the investment community,
in developing a new strategy for the Company and in developing and launching
of  "theStream.com"TM..

     From April 1, 1999 to October 31, 1999 the Company was paying its Chief
Executive Officer and its President bonuses in advance pursuant to the
employment agreements effective January 1, 1998. At March 31, 2000 the amount
due from the two officers for bonuses paid in advance totaled  $133,961.

<PAGE>
<PAGE>
                                  PART IV
                                  -------

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------   ----------------------------------------------------------------

(a) 1.    Financial Statements.

          The following consolidated financial statements of Ursus
          Telecom Corporation are included herein:

                                                                     Page

          Report of Independent Certified Public Accountants          F-1
          Consolidated Balance Sheets                                 F-2
          Consolidated Statements of Operations                       F-3
          Consolidated Statements of Shareholders' Equity             F-4
          Consolidated Statements of Cash Flows                       F-5
          Notes to Consolidated Financial Statements                  F-7

    2.    Financial Statement Schedules
          Schedule II: Valuation and Qualifying Accounts              S-1
          (Schedules other than those listed above have
          been omitted since they are either not required,
          not applicable or the information is otherwise
          included herein)

    3.    Exhibits.  Reference is made to the Exhibit Index, which is found
          on page II-5 of this Form 10-K.





<PAGE>
<PAGE>
             Report of Independent Certified Public Accountants



Board of Directors
Ursus Telecom Corporation

We have audited the accompanying consolidated balance sheets of Ursus Telecom
Corporation as of March 31, 1999 and 2000, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended March 31, 2000. Our audits also included the
financial statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Ursus
Telecom Corporation at March 31, 1999 and 2000, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended March 31, 2000, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

                                        /s/ Ernst & Young LLP

Miami, Florida
June 12, 2000
                                   F-1
<PAGE>
<PAGE>
                    Ursus Telecom Corporation
                   Consolidated Balance Sheets


                                                         March 31,
                                                   1999             2000
                                                   ----------------------

ASSETS
Current assets:
  Cash and cash equivalents                       $2,406,643    $5,788,839
  Accounts receivable, net of allowance
  of doubtful accounts of approximately
  $384,000 and $788,000,respectively               4,960,510     4,397,429
  Advances and notes receivable related parties       10,843       157,475
  Prepaid expenses                                   297,828       321,205
  Income taxes receivable                             27,889       796,748
  Deferred taxes                                     401,173       489,134
  Other current assets                               535,726        13,317
Total current assets                               8,640,612    11,964,147
Equipment, net                                     3,677,059     5,300,517
Intangible assets, net                            10,180,152     9,579,670
Other assets, net                                    544,759       685,409
Total assets                                     $23,042,582   $27,529,743

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                $4,401,216    $5,138,863
  Accrued liabilities                                385,824       180,013
  Commissions payable                              1,066,232     1,023,407
  Current portion of capital lease obligations       324,166       402,464
  Current portion of long-term debt                      -         164,085
  Other current liabilities                          328,493       295,490
Total current liabilities                          6,505,931     7,204,323
Capital lease obligations                            789,430       725,024
Long-term Debt                                           -         239,447
Deferred income taxes                                329,413       489,134
Other non-current liabilities                        133,500           -

Commitment and contingencies

Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000 shares
  authorized; 1,000 shares issued and outstanding         10            10
Common stock, $.01 par value; 20,000,000 shares
  authorized, 6,600,000 and 7,506,815 issued and
  outstanding at March 31, 1999 and 2000,
  respectively                                        66,000        75,068
Additional paid-in capital                        12,338,843    20,980,207
Retained earnings (deficit)                        2,879,455    (2,183,470)
                                                  -------------------------
Total shareholders' equity                        15,284,308    18,871,815
                                                  -------------------------
Total liabilities and shareholders' equity       $23,042,582   $27,529,743
                                                  -------------------------
                                                  -------------------------
See accompanying notes.
                                    F-2
<PAGE>
<PAGE>

                         Ursus Telecom Corporation
                    Consolidated Statements of Operations



                                                Year ended March 31,
                                      1998             1999           2000
                                      -------------------------------------


Revenues:

  Retail                             $24,198,629    $26,254,710  $21,290,355
  Wholesale                            3,899,695      8,071,436   11,886,165
  Other revenue                            -               -         349,245
                                     ----------------------------------------
Total revenues                        28,098,324     34,326,146   33,525,765

Costs of revenues                     18,532,695     22,122,909   22,803,011
                                     ----------------------------------------
Gross profit                           9,565,629     12,203,237   10,722,754

Operating expenses:
  Commissions                          4,181,651      3,705,150    2,670,226
  Selling, general and administrative
  expenses                             3,467,585      7,550,743   12,073,943
  Depreciation and amortization          196,497        913,548    1,809,300
                                       --------------------------------------
Total operating expenses               7,845,733     12,169,441   16,553,469
                                       --------------------------------------
Operating income (loss)                1,719,896         33,796   (5,830,715)

Other income (expense):
  Interest expense                       (23,747)       (74,594)    (177,652)
  Interest income                         26,752        301,835      119,212
  Equity in loss of unconsolidated
  joint venture                              -         (129,188)        -
  Gain (loss) on sale of
  investment in joint venture                -          142,173     (137,261)
  Gain (loss) on sale of equipment        10,584         (7,807)       2,939
  Other income                               -          240,261      257,310
                                        -------------------------------------
                                          13,589        472,680       64,548
                                        -------------------------------------
Income (loss) before income taxes      1,733,485        506,476   (5,766,167)
Provision for (benefit from)
  income taxes                           659,577        312,364     (703,242)
                                         -------------------------------------
Net income (loss)                     $1,073,908      $ 194,112  $(5,062,925)
                                         -------------------------------------
                                         -------------------------------------
Pro forma net income (loss) per
 common share-basic and
 dilutive (historical in 1999
 and 2000)                             $     .21     $      .03 $       (.75)
                                       ---------------------------------------
                                       ---------------------------------------


Pro forma weighted average shares
  outstanding (historical in 1999
  and 2000)                            5,000,000      6,296,062     6,759,094
                                       ---------------------------------------
                                       ---------------------------------------

See accompanying notes.
                                    F-3
<PAGE>
<PAGE>
                        URSUS TELECOM CORPORATION
              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



<TABLE>
<CAPTION>

                                Preferred                Common Stock         Common
                                             --------------------------------
                                Stock        Class A    Class B     Class C   Stock
                                -----------------------------------------------------
<S>                             <C>         <C>         <C>         <C>      <C>
Balance at March 31,1997        $   -       $ 25,000    $ 175,000   $ 68,750 $  -
  Collection of stock
  subscription receivable           -            -           -           -      -
  Stock Split and re-
  capitalization                   10        (25,000)    (175,000)   (68,750)$ 50,000
  Net income                        -            -           -           -      -
  Translation adjustment            -            -           -           -      -
                                ------------------------------------------------------
Balance at March 31, 1998       $   10      $    -      $    -      $     -   $50,000
  Net income                        -            -           -            -      -
  Translation adjustment            -            -           -            -      -
  Issuance of common stock,
  net of offering costs of
  $514,619                          -            -           -           -     $15,000
  Issuance of 100,000
  shares of common stock,
  in connection with the purchase
  of Starcom S.A.                   -            -           -           -     $ 1,000
                                 -----------------------------------------------------
Balance at March 31, 1999       $   10      $    -      $    -      $     -    $66,000
  Net Loss                          -            -           -            -      -
  Exercise of stock options         -            -           -            -      1,707
  Exercise of warrants              -            -           -            -      1,210
  Issuance of Common stock,
  net of offering costs of
  $416,267                          -            -           -            -      6,151
  Warrants issued for services
                                 -----------------------------------------------------
Balance at March 31, 2000      $   10        $   -       $   -      $     -    $75,068
                                 -----------------------------------------------------
                                 -----------------------------------------------------


                                                               Accumulated
                         Additional     Stock      Retained      Other
                           Paid-in    Subscription Earnings   Comprehensive
                          Capital      Receivable (deficit)   Income (loss)    Total
                         -------------------------------------------------------------
                        <C>            <C>         <C>         <C>        <C>
                        $       -       $ (18,750) $1,611,435  $   -      $ 1,861,435
                                -          18,750       -          -           18,750
                            218,740           -         -          -              -
                                -             -     1,073,908      -              -
                            -             -         -        (5,873)       (5,873)
                         -------------------------------------------------------------
                        $   218,740      $    -    $2,685,343  $ (5,873)  $ 2,948,220
                                -             -       194,112        -        194,112
                                -             -         -         5,873         5,873
                         11,696,103           -         -            -     11,711,103
                            424,000           -         -            -        425,000
                         -------------------------------------------------------------
                        $12,338,843      $    -    $2,879,455 $      -    $15,284,308
                              -               -    (5,062,925)       -     (5,062,925)
                            934,931           -         -            -        936,638
                          1,034,790           -         -            -      1,036,000
                          6,583,733           -         -            -      6,589,884
                             87,910                                            87,910
                        --------------------------------------------------------------
                        $20,892,297      $     -   $(2,183,470) $    -     $18,871,815
                        --------------------------------------------------------------
                        --------------------------------------------------------------

</TABLE>
See accompanying notes.
                                F-4
<PAGE>
<PAGE>

                        URSUS TELECOM CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                           Year ended March 31,
                                    1998             1999             2000
                                  -------------------------------------------
OPERATING ACTIVITIES
Net income (loss)                  $1,073,908     $ 194,112   $ (5,062,925)
Adjustments to reconcile net
 income (loss)to net cash
 provided by (used in)
 operating activities:
  Depreciation and amortization       196,497       913,548      1,809,300
  Amortization of consulting expense     -             -            87,910
  Allowance for doubtful accounts      50,964       504,821      1,178,465
  (Gain) loss on sale of equipment    (10,584)        7,807         (2,939)
  (Gain) loss on disposition of joint
    venture investment                    -        (142,173)       137,261
  Equity in loss from unconsolidated
    joint ventures                        -         129,188            -
  Deferred income taxes                 3,346        41,659         71,760
  Changes in operating assets and
   liabilities, excluding the
   effects of acquisitions:
    Accounts receivable           (1,232,969)       (60,465)      (615,385)
    Prepaid expenses                 (34,564)       147,702        (23,377)
    Other current assets             (43,250)      (522,737)       452,395
    Income taxes receivable           26,854       (158,700)      (674,389)
    Accounts payable               1,349,605     (1,913,593)       388,789
    Accrued expenses and other
      liabilities                    164,711        (21,228)      (376,111)
                                  --------------------------------------------
Net cash provided by (used in)
  operating activities             1,545,518     (1,438,057)    (2,629,246)
                                  --------------------------------------------
                                  --------------------------------------------


INVESTING ACTIVITIES
Purchase of equipment               (486,767)      (762,270)    (1,711,409)
(Increase) decrease in advances
  to related parties                 180,597         25,408       (146,632)
Investment in joint ventures             -         (275,000)       140,506
Cash paid for acquisitions, net
  of cash acquired                        -      (7,890,585)            -
(Increase) decrease in other assets    5,040       (190,786)       (208,410)
                                     -----------------------------------------
Net cash used in investing
  activities                        (301,130)    (9,093,233)     (1,925,945)


FINANCING ACTIVITIES
Deferred costs of public offering   (514,619)          -                -
Net proceeds from the sale
  of common stock                        -        12,225,722      6,589,884
Proceeds from the exercise of
  warrants and stock options             -             -          1,972,638

Collection of stock subscription
  receivable                          18,750            -              -
Repayments of long-term debt        (425,000)           -           (87,647)
Repayments of capital lease
  obligations                        (23,262)       (322,938)      (403,988)
Repayment of seller note                 -               -         (133,500)
                                   -------------------------------------------
Net cash (used in) provided
  by financing activities           (944,131)     11,902,784      7,937,387
Effect of foreign exchange rate
  changes on cash and cash
  Equivalents                         (5,873)           -              -
                                    -----------------------------------------
Net increase in cash and
  cash equivalents                   294,384       1,371,494      3,382,196
Cash and cash equivalents
  at beginning of year               740,765       1,035,149      2,406,643
                                    -----------------------------------------
Cash and cash equivalents at
 end of year                      $1,035,149      $2,406,643      5,788,839
                               -------------------------------------------
                                  --------------------------------------------

                                  F-5                             (continued)

<PAGE>
<PAGE>
                     URSUS TELECOM CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


                                               Year ended March 31,

                                        1998          1999          2000
                                      -------------------------------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                $   26,915  $    74,594  $    177,652
                                      --------------------------------------
                                      ---------------------------------------
Cash paid for income taxes            $  540,751   $  156,000  $        -
                                      --------------------------------------
                                      ---------------------------------------
Trade-in allowance for used equipment $   67,500   $     -     $         -
                                      --------------------------------------
                                      ---------------------------------------
Property and equipment acquired under
capital leases and other financing    $  368,652   $  950,574  $    909,063
                                      --------------------------------------
                                      ---------------------------------------
Receivable applied as a deposit on
acquisition                          $   377,141   $  102,988  $         -
                                      --------------------------------------
                                      ---------------------------------------
Note issued for acquisitions         $        -    $  267,000  $         -
                                      --------------------------------------
                                      ---------------------------------------

See accompanying notes.



                                     F-6
<PAGE>
<PAGE>

                         Ursus Telecom Corporation

                 Notes to Consolidated Financial Statements

                               March 31, 2000


1. Nature of Operations

Ursus Telecom Corporation (the "Company") was incorporated in Florida on March
23, 1993. The Company is a provider of domestic and international
telecommunications services. The Company's revenues are derived from
the sale of telecommunications services to retail customers, who are typically
small-to medium-sized businesses, individuals and travelers; and to wholesale
customers, who are typically telecommunications resellers and carriers. The
Company's customers are located throughout the world with concentrations in
South Africa, Latin America, Europe and the United States.

The Company markets its services through a worldwide network of agents and
resellers. The Company extends credit to its sales agents and wholesalers on an
unsecured basis with the risk of loss limited to outstanding
amounts, less commissions payable to its agents. The Company has entered into
exclusive agency agreements with certain of its current agents. The initial term
of the agreements has generally been for a period of five
years. Provided that agents are not in default, agents generally have the option
of renewing their agreements for two additional terms of three years each by
notifying the Company at least six months prior to the agreement's expiration
date. See Note 13 - Significant Customers.

2. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements of the Company include the accounts of the
following wholly owned subsidiaries:

      Access Authority Inc.
      Starcom S.A.
      Ursus Telecom Uruguay S.A.

All significant balances and transactions between the Company and its
subsidiaries have been eliminated in consolidation.

Revenue Recognition

Revenues from retail telecommunication services are recognized when customer
calls are completed. Revenues from wholesale telecommunication services are
recognized when the wholesale carrier's customers' calls are completed. Unbilled
revenue represents calls that are completed but not invoiced at the balance
sheet date.  Revenue from the sale of calling cards is deferred and recognized
when calling card calls are completed or when the cards expire.


<PAGE>
<PAGE>
2. Summary of Significant Accounting Policies (continued)

Cost of Revenues and Commissions

Cost of revenues is based on the direct costs of fixed facilities and the
variable cost of transmitting and terminating traffic on other carriers'
facilities. Commissions paid to sales agents are based on the traffic
generated in their respective territories and are expensed in the period when
associated call revenues are recognized.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.

Investments in Unconsolidated Subsidiaries

Prior to June 30, 1999, the Company's investment in Ursus Telecom France, a 50%
owned subsidiary was accounted for under the equity method of accounting.  Under
this method the Company recorded its pro rata
share of income or loss of the entity as well as any distribution or
contributions as either an increase or decrease to the investment account.  The
results of operations of Ursus Telecom France in fiscal 2000 were nominal and
the investment was sold on June 30, 1999.

Equipment

Equipment is stated at cost. Depreciation is computed using the straightline
method for financial reporting purposes over useful lives ranging from three to
seven years. Amortization of leasehold improvements is provided using the
straightline method over the shorter of the estimated useful lives of the assets
or the lease term.

Advertising , Start Up and Organization Costs

Start up and organizational costs incurred by the Company in establishing new
operations are expensed as incurred. The Company expenses advertising and
promotional costs as incurred. Advertising and promotional costs for fiscal year
ended March 31, 1998, 1999 and 2000 were approximately $14,000, $105,000 and
$550,000, respectively.

Software Development Costs

The Company capitalizes software costs incurred in the development of software
for internal use in accordance with the American Institute of Certified Public
Accountants (AICPA)  Statement of Position ("SOP") 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use.
Capitalization begins when the implementation stage has begun and ends when the
software is placed in service.  Amortization of capitalized software is provided
using the straight-line method over the software's estimated
useful life of three years. For the years ended March 31, 1999 and 2000, the
Company has capitalized $139,995 and $534,807 of costs, respectively.
Amortization was  $74,978 for the year end March 31, 2000 and none for
the years ended March 31, 1999 and 1998.


<PAGE>
<PAGE>
Summary of Significant Accounting Policies (continued)

Intangible Assets

At March 31, 2000 intangible assets primarily consists of goodwill of
$9,258,150, net of accumulated amortization of $627,043 customer lists of
$315,020, net of accumulated amortization of $275,641 and other
intangibles of $6,500. Goodwill is amortized over periods ranging from 15 to 25
years on a straight-line basis and customer lists over the estimated run-off of
the customer bases, not to exceed five years. The Companyperiodically evaluates
the realizability of intangible assets.  The carrying value of long lived assets
such as goodwill is reviewed if the facts and circumstances suggest that it may
be impaired.  If these reviews
indicate that intangibles assets, including goodwill will not be recoverable, as
determined based on the undiscounted cash flows of the assets over the remaining
amortization period, the Company's carrying value of the intangible assets will
be adjusted to fair value.

Long-Lived Assets

During fiscal 1997, the Company adopted the provisions of SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of.  SFAS No. 121 requires impairment losses to be recorded on
long-lived assets when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets'
carrying amount. The Company, based on current circumstances, does not believe
that any long-lived assets are impaired at March 31, 2000.

Income Taxes

Deferred income tax assets and liabilities are determined based upon differences
between the financial statement and income tax basis of assets and liabilities
using enacted tax rates in effect for the year in which the differences are
expected to reverse.

Pro forma and Historical Net Income Per Share

Pro forma basic and dilutive net income per share reflect pro forma weighted
average common shares outstanding for all periods presented assuming the stock
split and recapitalization, described in Note 8, occurred at the beginning of
the earliest year presented.

Estimates

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

<PAGE>
<PAGE>
2. Summary of Significant Accounting Policies (continued)

Following is a reconciliation of amounts used in the per share computations:

                                              Year ended March 31,
                                    1998             1999             2000
                                    --------------------------------------

Net income (loss)-numerator basic
   computation                      $1,073,908     $ 194,112     $(5,062,925)
Effect of dilutive securities-None      -                -              -
                                    ---------------------------------------
Net income (loss) as adjusted-numerator
  diluted computation               $1,073,908     $ 194,112     $(5,062,925)
                                    ----------------------------------------
                                    ----------------------------------------

Pro forma weighted average
  shares-denominator basic
  computation (historical in 1999
  and 2000)                          5,000,000     6,289,863       6,759,094

Effect of dilutive securities            -             6,199            -
Pro forma weighted average shares
  as adjusted-denominator
  (historical in 1999 and 2000)      5,000,000     6,296,062       6,759,094

Pro forma historical in 1999 and 2000
 net income (loss) per share:
Basic                               $      0.21  $       .03      $     (.75)
                                      --------------------------------------
                                      ---------------------------------------
Dilutive                            $      0.21  $       .03      $     (.75)
                                      --------------------------------------
                                      ---------------------------------------

The following securities have been excluded from the dilutive per share
computation as they are anti-dilutive:

                                                Year ended March 31,
                                         1998            1999         2000
                                       ---------------------------------------

Stock Options                              -            750,000     775,300
Warrants                                   -            150,000     508,998


COMPREHENSIVE INCOME: FINANCIAL STATEMENT PRESENTATION

The Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive
Income" in fiscal 1998  The Statement requires the presentation of comprehensive
income and its components in the financial  statements and the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid in capital in the equity section of the balance sheet.  The
adoption of SFAS No. 130 had no impact on the Company's net income (loss) or
shareholders' equity. The only component of other comprehensive income reflected
in the Company's balance sheet is foreign currency translation adjustments for
1998 and 1999. There were no foreign currency translation adjustments in fiscal
2000.

                                  F-10
<PAGE>
<PAGE>
2. Summary of Significant Accounting Policies (continued)

Disclosure About Segments of an Enterprise and Related Information

In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information,". This Statement supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise," and amends SFAS No.
94, "Consolidation of all Majority-Owned Subsidiaries." This Statement requires
annual financial statements and interim reports to disclose information about
products and services, geographic areas and major customers based on a
management approach. This approach requires disclosing financial
and descriptive information about an enterprise's reportable operating segments
based on information management uses in making business decisions and assessing
performance (See Note 15).

Reclassifications

Certain prior period balances have been reclassified to conform with the current
period's presentation.

New Accounting Pronouncement

In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 established standards for the
accounting and reporting of derivative instruments and hedging activities and
requires that all derivative financial instruments be measured at fair value
and recognized as assets or liabilities in the financial statements. The
Company expects to adopt the Statement during fiscal 2001. The impact of such
adoption is not expected to have a material impact on the Company's financial
position, results of operations or cash flows.

3. Accounts Receivable

Accounts receivable consists of the following:

                                                   March 31,
                                             1999            2000
                                           -----------------------
        Billed services                    $4,594,294   $4,670,164
        Unbilled services                     749,944      515,243
                                           ------------------------
                                            5,344,238    5,185,407
        Allowance for doubtful accounts      (383,728)    (787,978)
                                           -------------------------
                                           $4,960,510   $4,397,429
                                           --------------------------
                                           --------------------------

                                   F-11





<PAGE>
<PAGE>
4. Equipment

Equipment consists of the following:

                                  Estimated              March 31,
                                Useful  Lives       1999           2000
                              ----------------------------------------------

     Switch equipment              7 years        $3,060,505    $4,290,852
     Computer equipment          3-5 years         1,330,176     1,837,167
     Computer software             3 years           589,643     1,014,233
     Internal use software         3 years           139,995       674,802
     Leasehold improvements      5-7 years           234,418       336,605
     Office furniture and
       equipment                   5 years           175,787       209,140
                                --------------------------------------------
                                                   5,530,524     8,362,799
     Less accumulated
       depreciation and
       amortization                               (1,853,465)   (3,062,282)
                                 --------------------------------------------
                                                  $3,677,059    $5,300,517
                                 --------------------------------------------
                                 --------------------------------------------

5. Long-term Debt

Long-term debt at March 31, 2000 consisted of the following:

IBM Credit Corporation due in equal monthly
installments of principal, plus interest at
7.80%, of $5,560 through June 30 2002,
collateralized by related equipment                        $  137,287

IBM Credit Corporation due in equal monthly
installments of principal, plus interest at
8.65%, of $3,112 through June 30 2002,
collateralized by related equipment                            76,078

IBM Credit Corporation due in equal monthly
installments of principal, plus interest at
7.72%, of $1,703 through November 30 2002,
collateralized by related equipment                            48,500

Oracle Credit Corporation due in equal
quarterly installments of  principal, plus
interest at 7.72%, of $1,703 through July
31, 2002, collateralized by related software
license                                                       141,667
                                                            -----------
                                                              403,532
Less: current portion                                        (164,085)
                                                            ------------
                                                           $  239,447
                                                            -------------
                                                            -------------

                                    F-12
<PAGE>
<PAGE>
5. Long-term Debt (continued)

The aggregate annual future payments due on long-term debt are follows:

Fiscal year ended March 31,


        2001                         $  164,085
        2002                            181,555
        2003                             59,486
                                     -----------
                                     $  403,532
                                     -----------
                                     -----------

6. Capital Leases

The Company leases certain switches and other equipment under capital leases. At
March 31, 1999 and 2000 the assets had an aggregate carrying amount of
approximately $1,229,000 and $1,421,000, net of accumulated amortization of
approximately $91,000 and $317,000, respectively.  Amortization expense for
leased assets is included in depreciation and amortization expense on the
statement of operations.

On December 18, 1998, the Company entered into a master equipment lease
agreement of up to $20 million (approximately $19 million remains at March
31, 2000), which provides for leases of 4 to 5 years at market interest rates.
The interest rates are fixed at the inception of each lease, with subsequent
leases based on the change in five-year treasury securities. As of March 31,
2000 the Company has utilized the lease facility to finance the purchase
various equipment with a cost of approximately $1,369,000. The agreement is
non-exclusive and the Company has no obligation to utilize the master lease
agreement, nor are there any fees in connection with non-utilization of the
master lease agreement.

The following is a schedule of future minimum lease payments under capital
leases as of March 31, 2000:

Fiscal year ended March 31,

         2001                                         $   566,446
         2002                                             481,871
         2003                                             305,576
         2004                                              33,762
                                                      ------------
         Minimum Lease Payments                         1,387,655
         Less: Imputed interest at rates of 11-16%       (260,167)
                                                      ------------
         Present value of minimum lease payments
         lease obligation (current portion
         of $402,464)                                  $ 1,127,488
                                                      ------------
                                                      ------------

                                    F-13


<PAGE>
<PAGE>
7. Fair values of financial instruments

The carrying amount of cash and cash equivalents, accounts receivable, advances
and notes receivable related party, accounts payable, accrued expenses
approximate fair value due to the short maturity of these items.  The carrying
amount of the Company's long-term debt and capital lease obligations at March
31, 2000 approximated fair value as these debt instruments are substantially
less than 2 years old and the market interest rates for these types of
instruments have remained relatively stable over that period.  The Company
estimated fair values of financial instruments based on broker rate quotes for
the same or similar instruments.

8. Shareholders' Equity

Prior to the stock split and recapitalization, as discussed below, the Company
was authorized to issue Class A, Class B and Class C common stock. On February
6, 1998, the Board of Directors and shareholders approved (i) the filing of
amended and restated Articles of Incorporation that provided for, among other
things, the authorization of 20,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock, (ii) a 923.08 for 1 stock split of the issued and
outstanding Class C Common Stock, (iii) the reclassification and split of every
four shares of outstanding  Class A and Class B Common Stock into 3,692.32
shares of Common Stock and 1 share of Preferred Stock, (iv) an option plan
reserving up to 1,000,000 shares of Common Stock options and other stock
awards, and (v) the granting of 150,000 warrants for the purchase of Common
Stock to the Company's underwriters. The stock split and reclassification
became effective on February 18, 1998. The issuance of the warrants and stock
option plan became effective May 18, 1998 (the effective date of the Company's
initial public offering).

The 1,000 shares of Series A Preferred Stock are owned by the Company's
principal shareholder. The Preferred Stock has the exclusive right to elect one
less than a majority of the members of the Board of Directors, and is entitled
to a $1.00 per share liquidation preference over the Common Stock. The Series A
Preferred Stock does not participate in dividends and it is not redeemable or
convertible into Common Stock. The holders of 66 2/3 of the outstanding
shares of Series A Preferred Stock must consent to the creation or
issuance of any class or series of new Preferred Stock that has greater or equal
voting rights with respect to the election of directors.

Initial Public Offering

Effective May 18, 1998, the Company sold 1,500,000 shares of its common stock in
an initial public offering (the "Offering"). Net proceeds of the Offering, after
deducting underwriting discounts and commissions, and professional fees
aggregated approximately $11.7 million.

Private Placement

On February 10, 2000, the Company entered into a purchase agreement to sell
615,115 shares of the Company's  common stock for $7 million to an institutional
group of investors.  The net proceeds after deducting expenses was approximately
$6.6 million.  The Company also granted the investors 279,998 warrants to buy
common stock at $15.3956 per share with a five-year term.  Ursus has provided
the investors with certain anti-dilution protections for a maximum of 30 months
with respect to the shares sold and warrants issued.  However, except for the
warrants, the anti-dilution protection period will end on the completion of a
firm commitment underwritten primary public offering of stock during calendar
year 2000. Under the terms of the anti-dilution clause, the investors would
receive a share price adjustment in the event
                                    F-14
<PAGE>
<PAGE>
of a subsequent issuance of common stock at a price which is less
than the price they paid.  Existing employee stock options, warrants and certain
other future issuances as defined in the purchase agreement would be excluded
from the anti-dilution adjustment.

Warrants

At the time of the initial public offering, the Company sold to the underwriter
for an aggregate purchase price of $150, warrants to purchase 150,000 shares of
Common Stock with and exercise price equal to 160% ($15.20) of the Offering
price.  These warrants contain antidilution provisions for stock splits, stock
dividends, re-combinations and reorganizations, a onetime demand registration
provision (at the Company's expense) and piggyback registration rights (which
registration rights will expire five years from the date of the Offering).

On April 30, 1999, the Board of Directors granted the underwriter warrants to
purchase 50,000 shares of Common Stock at $5 per share. At the date of the
grant, the exercise price was less than the fair market of the underlying common
stock and the Company recorded compensation expense for the fair market value of
the warrants on the date of the grant.

On June 28, 1999  warrants to purchase 100,000 shares of our common stock were
issued to Continental Capital and Equity Corporation  for public relations
consulting services.  The warrants have exercise prices ranging from $6.00 to
$10.00 per share. The warrants are exercisable for a period of one year from the
date of the effectiveness of this Registration Statement on Form S-3, which was
effective on October 14, 1999. The Company used the Black-Scholes option pricing
model to compute the fair value of these warrants,  however,
due to the relatively short lives of these warrants the fair market value was
nominal.

On January 6, 2000 the Company Granted Telcom.net warrants to purchase 25,000
shares of common stock at an exercise price of $12.94 per share for assisting
the Company in obtaining an affiliate agreement with Yupi.com, such warrants are
exercisable for a period of one year from the date of the effectiveness of a
Registration Statement, which became effective on April 3, 2000. These warrants
have been valued at $58,750 using the Black-Scholes option
pricing model and has been recorded as a consulting expense.

On February 10, 2000 the Company, in connection with the private placement
above, granted warrants to an investment advisor, to purchase 25,000 shares of
common stock at an exercise price equal to 130% of the closing price of Ursus
common stock on the closing date, or an effective price of $20.64 per share,
such warrants will expire on February 10, 2005.

A summary of warrant activity for the year ended March 31, 2000 is as follows:

                                                              Weighted Average
                                           Shares              Exercise Price
                                          ------------------------------------

Warrants outstanding- beginning of year   150,000          $       15.20
Granted                                   479,998                  13.07
Exercised                                 121,000                   7.77
                                          -----------------------------------
Warrants outstanding - end of year        508,998          $       10.45
                                          -----------------------------------
                                          -----------------------------------
                                  F-15
<PAGE>
<PAGE>
9. Stock Option Plan

On February 12, 1998 the Company's Board of Directors and shareholders
adopted the "1998 Stock Incentive Plan" (the "Stock Incentive Plan" or the
"Plan"). All employees and directors of and consultants to the Company are
eligible to receive "Incentive Awards" under the Stock Incentive Plan. The Stock
Incentive Plan allows the Company to issue Incentive Awards of stock options
(including incentive stock options and nonqualified stock options), restricted
stock and stock appreciation rights.  The Plan is administered by the
Compensation Committee of the Board of Directors of the Company. The Stock
Incentive Plan allows for the issuance of up to a maximum of 1,000,000 shares of
common stock. On March 9, 2000, the Compensation Committee of the Board of
Directors increased, subject to the approval of the shareholders, the number of
shares allowable to be issued under the plan to 1,500,000.

The Company accounts for stock options issued to employees pursuant to APB
Opinion 25, "Accounting For Stock Issued to Employees", and related
Interpretations. Under APB Opinion 25, because the exercise price of the
employee stock options described above equals the market price of the underlying
stock on the date of grant, no compensation cost is recognized. A summary of
stock option activity is as follows:
                                                              Weighted Average
                                           Shares              Exercise Price
                                          ------------------------------------
Options outstanding-March 31, 1998            -               $       -
Granted                                     762,500                 7.84
                                          ------------------------------------
Options outstanding - March 31, 1999        762,500           $     7.84
                                          ------------------------------------

Granted                                     223,500                14.93
Exercised                                   170,700                 5.15
Forfeitures                                  40,000                11.00
                                          ------------------------------------
Options outstanding - March 31, 2000       775,300               $ 10.07
                                          ------------------------------------

                                    F-16
<PAGE>
<PAGE>
9. Stock Option Plan (continued)

The following table summarizes information about stock options outstanding at
March 31, 2000:

<TABLE>
<CAPTION>

                               Options Outstanding                          Options Exercisable
                        --------------------------------               --------------------------
                                    Weighted
                       Options      Average      Weighted                 Options      Weighted
Range of Exercise    Outstanding   Remaining     Average               Exercisable at  Average
Prices               at March 31, Contractual    Exercise               March 31,      Exercise
                        2000         Life          Price                  2000          Price
-------------------------------------------------------------------------------------------------
<S>                      <C>            <C>        <C>                    <C>          <C>
$ 3.38 to  $5.00         138,300        8.14       $ 4.19                  96,800      $ 4.11
$ 5.01 to $10.00         480,000        8.03       $ 9.67                 480,000      $ 9.67
$10.01 to $15.00          84,000        9.54       $13.69                     -            -
$15.01 to $20.00          35,000        9.60       $16.86                     -            -
$20.01 to $25.00          38,000        9.94       $22.19                     -            -

The weighted average fair value at date of grant for options granted during the year ended
March 31, 2000 was $1.76.  The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the following assumptions:

</TABLE>

Expected dividend yield                    0%
Expected stock price volatility           60%
Risk-free interest rate                  5.5%
Expected option term                     2 years

If compensation cost for the Company's stock grants for stock-based compensation
had been recorded consistent with the fair value-based method of accounting per
SFAS No. 123, the Company's pro forma net loss, and pro forma basic and diluted
net loss per share for the year ending March 31, 2000 and 1999 would be as
follows:

                                      March 31, 1999         March 31, 2000
                                       ---------------------------------------

   Net income (loss)
     As reported                        $    194,112           $ (5,062,925)
     Pro forma                          $ (2,087,242)          $ (5,478,545)
   Basic and diluted net income
     (loss) per share
     As reported                        $     .03              $       (.75)
     Pro forma                          $    (.33)             $       (.81)

                                  F-17


<PAGE>
10. Income Taxes

The components of the income tax provision (benefit) are as follows:


                                    Year ended March 31,
                                 1998        1999       2000
                              ---------------------------------
Current - Federal             $560,316    $127,317   $(775,002)
          State                 95,915      26,295        -

Deferred                         3,346     158,752     (71,760)
                               ---------------------------------
Total                         $659,577    $312,364   $(703,242)


Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's net deferred income taxes are as follows:

                                                March 31,
                                        1999                2000
                                      -------------------------------

      Deferred tax assets:
      Accounts receivable               $144,397          $232,138
      Accrued expenses                   121,882           358,361
      Deferred rent                       10,649            10,649
      Loss from foreign subsidiaries      29,439           104,147
      Investment in unconsolidated
      subsidiaries                       102,113               -
      NOL carryforward                   126,927         1,149,910
      Tax credits                         22,093            22,093
                                       ------------------------------
        Deferred tax assets              557,500         1,877,298
        Less: valuation allowance        (29,439)       (1,222,064)
                                       ------------------------------
      Total deferred tax assets          528,061           655,234
                                       -------------------------------

      Deferred tax liabilities:
      Depreciation                       216,705           245,873
      Internal use software               52,680           226,407
      Identifiable intangibles           183,679           118,542
      Amortization                         -                 4,633
      Other                                3,237            59,779
                                       ------------------------------
      Total deferred tax liabilities     456,301           655,234
                                       -------------------------------
      Total net deferred tax assets      $71,760         $    -
                                       ---------------------------------
                                       ---------------------------------

The reconciliation of the effective income tax expense (benefit) to federal
statutory rates is as follows:


                                         Year ended March 31,
                                      1998         1999         2000

Tax at federal statutory rate        34.00%        34.00%      (34.00%)
State taxes, net of federal benefit   3.63          3.63        (3.63)
Goodwill                                -          14.83         2.79
Change in valuation allowance           -           5.81        20.68
Other                                  .42          3.40         1.96
                                     -------------------------------------
                                     38.05%        61.67%      (12.20%)
                                     ---------------------------------------
                                     ---------------------------------------

                              F-18

<PAGE>
<PAGE>
10. Income Taxes (continued)

SFAS No. 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. After
consideration of all the evidence, both positive and negative,  management has
determined that a $1,222,064 valuation allowance at
March 31, 2000 is necessary to reduce the deferred tax assets to the amount that
will more likely than not be realized. The change in the valuation allowance for
the current year is $1,192,625.

At March 31, 2000,  the Company has available net operating loss carryforwards
of $3,055,833 which will begin to expire in 2013 and 2014. Certain of the
Company's net operating loss carryforwards may be subject to limitation under
the change in control provisions of the Internal Revenue Code section 382.

11. Related Party Transactions

Advances and notes receivable related parties consist of the following:

                                              March 31,
                                         1999        2000
                                         -------------------
      Prepaid bonuses-officers        $      -     $133,961
      Advances receivable-Officers,
      affiliates, unsecured, non-
      interest bearing                   10,843      23,514
                                         --------------------
                                        $10,843    $157,475
                                         --------------------
                                         --------------------
On November 1, 1995, the Company entered into a one-year consulting agreement
with a minority shareholder of the Company. The agreement automatically renewed
for successive one-year terms unless either party provided written notice of
non-renewal. This agreement provided for a monthly retainer of $11,250 plus
reimbursement of reasonable travel expenses. On January 20, 1998, the Company
extended this consulting agreement to December 31, 1998 and
modified the agreement to include an additional payment of $15,000 upon
consummation of a successful initial public offering of the Company's securities
during the term of the consulting agreement. The consulting agreement was
terminated effective December 31, 1998.

From April 1, 1999 to October 31, 1999 the Company paid its Chief Executive
Officer and its President bonuses in advance. At March 31, 2000, the bonuses
paid in advance to the two officers, net of repayment were $133,961.

At March 31, 2000, the Company's Chief Executive Officer owed the Company
$23,514 for cash advances made on his behalf.

                                    F-19

<PAGE>
<PAGE>
12. Commitments and Contingencies

The annual minimum lease payments under the non-cancelable operating leases with
terms in excess of one year as of March 31, 2000 are as follows:

                         2001                $  386,827
                         2002                   270,723
                         2003                   264,380
                         2004                    22,394
                                            ------------
                                              $ 944,324
                                            ------------
                                            ------------

The Company leases office space and certain equipment under operating leases.
Rent expense for the years ended March 31, 1998, 1999 and 2000 amounted to
$121,532, $207,802 and $292,426, respectively.

The Company enters into various contracts which require it to purchase
telecommunications services. The approximate minimum purchase commitments under
these contracts as of March 31, 2000 are approximately $1,900,000.

On January 1, 1998 and February 9, 1998 the Company amended its employment
agreements with its Chief Executive Officer and Chief Operating Officer whereby
for a term of five calendar years they will each receive a base salary of
$225,000 with increases of $25,000 in each of years 2 through 5 of the
agreements and a guaranteed bonus of $45,000 per calendar year. The
agreements provide for additional bonuses at a rate of 4.5% of earnings before
interest, taxes, depreciation, amortization and such bonuses (EBITDAB) greater
than $1 million, as defined, up to $4 million. The agreements provide for
additional bonuses of 20% of base salary for achievement of $4 million EBITDAB
and up to 5% of base for each $1 million of EBITDAB in excess of $4 million on a
pro rata basis.

On August 19, 1999, the Company entered into a network agreement with Global
Crossing USA Inc. to purchase a minimum of $30 million of capacity in Global
Crossing's fiber optic cable systems over a period of three years.  The
Company's purchases will consist of indefeasible rights of use ("IRUs") which
will have an estimated life of 15 to 25 years.

In the ordinary course of business, the Company has disputes with carriers over
billing discrepancies. Although management has historically been successful in
resolving these disputes, there can be no assurance that ongoing disputes will
be resolved as anticipated.  In the event that an ongoing dispute results in an
additional liability, the Company believes that such amounts will not have a
material adverse affect on the Company's financial condition or results of
operations.

                                      
<PAGE>
<PAGE>
Legal Proceedings

In February 1998, the Company's wholly owned subsidiary Access Authority Inc.
("Access") filed an action against Edwin Alley, d/b/a Phone Anywhere ("Alley")in
the United States District Court for the Middle District of Florida claiming
that Alley, a former sales agent for Access, breached his agency agreement with
Access, wrongfully diverted customers and business to Access's competitors,
misappropriated Access's trade secrets, breached fiduciary and other duties owed
to Access and engaged in unfair competition. Access seeks compensatory damages,
injunctive relief and a declaratory judgment. Alley counterclaimed for breach of
contract and quantum meruit, seeking damages and injunctive relief to enjoin
Access from soliciting or providing services to customers located by him.
Discovery is proceeding on Access's claims.  Alley has moved for summary
judgment on jurisdictional grounds and Access is responding to the motion.
Subsequent to the filing of Access's federal action, Alley commenced an action
against Access in the Circuit Court of the Sixth Judicial Circuit, Pinellas
County, Florida.  In that action, Alley asserts essentially the same claims and
seeks the same relief as in his federal counterclaim.  Access has answered
the complaint, denying the material allegations in the pleading, and has
asserted counterclaims against Alley based largely on the claims it asserted in
the federal proceeding commenced by it.  The Pinellas County proceeding has been
stayed pending disposition of the federal action.  The Company is unable to
predict the ultimate outcome of this matter.

The Company provides telecommunications services to customers obtained by
independent sales agents that operate under exclusive and non-exclusive agent
agreements.  Although the Company believes that alternate agents could be found,
loss of an agent in one of the Company's primary geographical areas could have a
negative effect on the Company's oerating results (See Note 13).

At March 31, 2000 and 1999, the Company had approximately $5,556,000 and
$2,207,000, respectively, in cash and cash equivalents that were either not
federally insured or invested in U.S. Treasury Obligations.

A significant portion of the Company's transmission and switching facilities are
provided by two telecommunications carriers.  For the years ended March 31,
1998, 1998 and 2000 approximately $10,063,000, $8,239,000 and $7,430,000,
respectively, of costs were incurred to these carriers representing
approximately 54%, 37% and 33% of total cost of sales, respectively.  Under the
terms of the supplier agreements, the Company purchases long distance service at
certain per-minute rates, which vary based on the time, distance and type of
call.  Several carriers may exercise their right to terminate service agreement
upon 30 days notice. Although management believes that alternative carriers can
be found in a timely manner, disruption of these services for more than a brief
period of time would have a negative effect on the Company's operating results.

13. Significant Customers

The Company has a number of significant customers (greater than 10% of
revenues).  For the years ended March 31, 1998, 1999 and 2000, revenues from
significant customers represented 57%, 65% and 25%, respectively of the
consolidated revenues.   Accounts receivable due from significant customers as a
percentage of total accounts receivable for the years ended March 31, 1998, 1999
and 2000 were 63%, 41% and 26%, respectively.


<PAGE>
<PAGE>
14. Segment Information

The Company operates in the international and domestic long distance
telecommunications industry. For the years ended March 31, 1998, 1999 and 2000,
substantially all of the Company's revenues were derived from traffic
transmitted through its primary switch facilities located in Sunrise, Florida.
The Company also maintains points of presence in New York, Argentina, Peru,
Germany, Czech Republic, South Africa and Greece.  The following represent
revenues from various geographic locations.

                                        Year ended March 31,
                                   1998           1999          2000
                                   -----------------------------------
        Africa                   $ 8,346,025   $ 8,090,987  $ 5,025,974
        Europe                     3,857,504     8,818,687    8,712,084
        Latin America              6,523,384     6,131,277    4,883,619
        Middle East                4,721,592     4,077,678    4,282,423
        North America              2,930,547     5,356,781    8,790,890
        Other                      1,719,272     1,850,736    1,830,775
                                   -------------------------------------
        Total revenues           $28,098,324   $34,326,146  $33,525,765


Primarily all of the Company's physical assets are located in the United States,
with the exception of switching and other equipment with a net book value of
approximately $677,000 as of March 31, 2000 located in the Company's points of
presence noted above.  Accounts receivable is primarily due from agents and
resellers in various geographical areas, as follows:

                                                 March 31,
                                             1999         2000
                                             -------------------

         Africa                            $1,148,384    968,701
         Europe                               893,804    814,620
         Latin America                        636,113  1,011,288
         Middle East                        1,219,752    501,708
         Other                                374,051     36,659
                                           ----------------------
         North America                      1,072,134  1,852,431

         Less: Allowance for doubtful
               accounts                      (383,728)  (787,978)
                                            ----------------------
         Total accounts receivable          $4,960,510 $4,397,429
                                            ----------------------
                                            ----------------------

Approximately $500,000 of accounts receivables due from the Middle East region
are classified as long-term other assets and are excluded from the table above.


<PAGE>
<PAGE>
16. Acquisitions

Access Authority Inc.

On September 17, 1998, the Company purchased all the issued and outstanding
common stock of Access for $8 million in cash.

The Company accounted for the Access acquisition using the purchase method of
accounting.  Accordingly, the results of operations of Access are included in
the consolidated results of the Company as of September 17, 1998, the date of
acquisition. Under the purchase method of accounting, the Company has allocated
the purchase price to assets and liabilities acquired based upon their estimated
fair values as follows:

                Current assets                   $2,567,520
                Property and equipment, net       1,422,509
                Intangibles                       9,271,208
                Current liabilities              (4,929,913)
                Deferred tax liability             (222,266)
                                               --------------
                Total purchase price including
                  closing costs                  $8,109,058
                                                --------------
                                                --------------

The intangibles assets consisting of goodwill, which is amortized over a period
of 25 years on a straight line basis and a customer lists which is amortized
over the estimated runoff of the customer base which has been determined to be
approximately five years.

Pro forma operating results for the year ended March 31, 1999 , as if the Access
acquisition had occurred at the beginning of the fiscal year ended March 31,
1999 are as follows:

                                                    Year Ended
                                                  March 31, 1999
                                               -------------------
                Total revenue                      $ 51,863,073
                Net income (loss)                      (599,203)
                Basic and diluted net income
                  (loss) per common share          $       (.10)


This pro forma is presented for informational purposes only and is not
necessarily indicative of future operations.

<PAGE>
16. Acquisitions (continued)

Uruguay Agent

On August 17, 1998, the Company entered into an asset purchase agreement to
acquire the assets of its former  agent in Uruguay for $132,988. The acquisition
has been accounted for using the purchase method of accounting, as such, the
results of operations subsequent to the closing have been included in the
consolidated financial statements of the Company.  Under the purchase method of
accounting, the Company has allocated the purchase price to
assets and liabilities acquired based upon their estimated fair values as
follows:

            Property and equipment         $   12,300
            Intangibles                       137,871
                                           ------------
            Total purchase price including
              closing costs                 $ 150,171
                                            ------------
                                            ------------

The intangibles assets consisting of goodwill is amortized over a period of 15
years on a straight line basis.

Argentine Agent and Starcom S.A.

On January 22, 1999, the Company acquired the operations of Starcom S.A. an
Argentine Corporation and Rolium S.A., a Panamanian Corporation, for an
aggregate purchase price of $975,000. In accordance with the Stock Purchase
Agreement the aggregate consideration for the two entities was $550,000. The
fair market value of the Company's Common Stock was valued at $425,000 at the
date of acquisition. At the date of the closing, the Company paid $183,000 of
the cash consideration and $267,000 to be paid in equal installments of $133,500
on January 22, 2000 and 2001. In addition, at the closing date $100,000 was
placed in escrow to pay certain liabilities of Starcom S.A. The
acquisitions have been accounted for using the purchase method of accounting, as
such, the result of operations subsequent to the January 22, 1999 closing have
been included in the consolidated financial statements of the Company. Under the
purchase method of accounting, the Company has allocated the purchase price to
assets and liabilities acquired based upon their estimated fair values as
follows:

                   Current assets                $    29,097
                   Property and equipment, net        22,641
                   Intangibles                     1,066,774
                   Current liabilities               (51,101)
                                                 -------------
                   Total purchase price including
                       closing costs              $1,067,411
                                                  ------------
                                                  ------------

The intangibles assets consisting of goodwill is amortized over a period of 15
years on a straight line basis.


<PAGE>
<PAGE>
17. Subsequent Events

On May 19, 2000, the Company granted warrants to purchase 105,000 shares of
common stock to Continental at exercise prices ranging from $18.00 to $27.00
under the same terms and conditions as the June 28, 1999 grant discussed above.
On the same date, subject to a financial advisory and consulting agreement dated
May 17, 2000, the company granted 100,000 warrants to Ameri-First Securities
Corporation at exercise prices ranging from $11.40 to $16.00. These warrants are
exercisable for a one year period following the effectiveness of a registration
statement to be completed within 180 days of the date of the agreement.  On May
24, 2000, the Company granted two year warrants to purchase 7,500 shares of
common stock to an agent for marketing services. These warrants have been valued
at $82,900 using the Black-Scholes option pricing model and have been recorded
as consulting expense on the grant date.

On May 25, 2000 the Company advanced an additional $10,000 to its Chief
Executive Officer.

On June 6, 2000 the Company's Board of Directors approved an $80,000 loan to the
Company's Chief Executive Officer. The $80,000 loan consists of $50,000 of
additional cash and the conversion of $30,000 of cash advances into a loan. The
loan is evidenced by a promissory note that is due and payable on September 3,
2000, with interest at the rate of 6.43% per annum.

On June 19, 2000, the Company entered into an employment agreement with its
Chief Financial Officer which ends on December 31, 2000. The agreement provides
for a base annual salary of $200,000, a grant on May 24, 2000 of 25,000 options
of the company's common stock of which up to $100,000 in value are eligible for
an incentive stock option award, subject to shareholder approval of an increase
in
the number of shares in the Company's Stock Option Plan, at a strike price of
$10.25, vesting and exercisable on the grant date. A grant of an additional
financing performance bonus of up to 100,000 non-qualified stock options on the
Company's common stock at a strike price equal to the closing price on the date
of the executed agreement was signed, subject to shareholder approval of an
increase in the number of shares in the Company's Stock Option Plan. The
performance bonus is based solely upon the Company obtaining additional public
or private financing or investment by May 31, 2001. Of such grant, 50,000
options shall be vested and exercisable on the closing of any financing or
investment of up to and including $5,000,000. An additional 25,000 options shall
be vested and exercisable on the closing of any financing or investment of over
$5,000,000, up to and including $7,500,000. An additional 25,000 options
shall be vested and exercisable on the closing of any financing or investment of
over $7,500,000. A grant of an additional specific relationship performance
bonus of 75,000 non-qualified stock options on the Company's common stock at a
strike price equal to the closing price on the date of the execution of the
employment agreement, subject to shareholder approval of an increase in the
number of shares in the Stock Option Plan. The specific relationship bonus
options shall be vested and exercisable on the closing, by May 31, 2001, by the
Company of certain strategic relationships.

Acquisition
-----------
On June 13, 2000, pursuant to a Stock Purchase Agreement and Merger Agreement
(collectively, the "Agreements") dated as of June 1, 2000, the Company, through
a subsidiary, acquired Latin American Enterprises ("LAE") and purchased all the
issued and outstanding common stock of various affiliated
<PAGE>
<PAGE>
companies.  Pursuant to the Agreements, the shareholders of Latin American
Enterprises and the affiliated Companies received aggregate consideration of
450,000 shares of the Company's common stock and  $65,000 in cash and warrants
to purchase an additional 200,000 shares of the Company's common stock at an
exercise price of $15.50 per share.  Based upon the closing price of the
Company's common stock on June 1, 2000 and the fair market value of the other
consideration given, the aggregate consideration is valued at approximately
$4.0 million. The acquisition has an effective date of June 1, 2000.  As a
result, financial results of the acquired business will be included in the
Company's results commencing June 1, 2000.  The Company will account for the
acquisition using the purchase method of accounting. Acquired intangible assets
will be amortized over the expected useful life in accordance with the Company's
accounting policies.

LAE is a provider of international long distance telecommunication services,
primarily through the sale of prepaid calling cards in airports and other highly
visible locations in the United States, Latin America and Spain. The prepaid
calling cards are distributed through manned kiosks and vending machines.  LAE
supports their marketing efforts through branch offices in affiliated companies
located in 13 countries and operates a switching facility in Miami, Florida.

Customer base acquisition
-------------------------

On June 1, 2000, the company acquired the retail customer base and certain
assets of a United States based carrier. The purchase price will be valued at
three times the gross revenue billed to the customer base during the month of
June
2000.  The Company has the option to pay in cash or to pay in common stock. If
the Company elects stock consideration, valuation will be based on the average
closing price of the Company's common stock for the 20 trading days prior to the
payment date of July 17, 2000.  The Company will amortize the customer
base over the estimated run-off period. The Company acquired a switch and other
equipment from the seller for approximately $95,000 in cash and 33,000 shares of
the Company's common stock. These assets will be amortized over
their remaining estimated useful lives in accordance with the Company's
depreciation policy.

In connection with the transaction, the Company will pay contingent
consideration on the excess of the average billed amounts to the acquired
customer base during the months of September, October, and November 2000, over
the June billed amount, if any. The Company has the option to pay the excess
consideration in cash or common stock and is required to pay such amounts by
December 31, 2000.


<PAGE>
<PAGE>
                                  SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS



                   Balance At                                     Balance At
                   Beginning    Costs and    Other   Deductions/    End of
                   of Period    Expenses   Additions Write-offs     Period
----------------------------------------------------------------------------
Year ended
  March 31, 2000

  Allowance for
   doubtful accounts  $383,728   $1,178,465 $   -      $(774,215)    $787,978

  Deferred tax asset
   valuation allowance $29,439   $1,192,625 $   -      $      -    $1,122,064
----------------------------------------------------------------------------
Year ended March 31,
 1999:

  Allowance for
  doubtful accounts    $65,964   $ 504,821 $    -       $    -      $ 383,728

  Deferred tax asset
   valuation allowance $    -     $ 29,439 $    -       $    -      $  29,439
------------------------------------------------------------------------------
Year ended March 31,
 1998:

  Allowance for
  doubtful accounts    $15,000    $103,616 $     -       $(52,652)   $65,964
------------------------------------------------------------------------------

(1) Other additions represent allowances for doubtful accounts that were
    recorded in connection with business acquisitions.


<PAGE>
<PAGE>
                                   GLOSSARY


     As used in this document, the capitalized and other terms listed below have
the meanings indicated.

     Accounting or Settlement Rate-The per minute rate negotiated between
carriers in different countries for termination of international long distance
traffic in, and return traffic to, the carriers' respective countries.

     Call reorigination (also known as "callback") A form of dial up access that
allows a user to access a telecommunications company's network by placing a
telephone call, hanging up, and waiting for an automated call reorigination. The
call reorigination then provides the user with a dial tone which enables the
user to initiate and complete a call.

     CAGR-Compound Annual Growth Rate.

     Callthrough-The provision of international long distance service through
conventional long distance or "transparent" call reorigination.

     CLEC-Competitive Local Exchange Carrier.

     CUG (Closed User Group)-A group of specified users, such as employees of a
company, permitted by applicable regulations to access a private voice or data
network, which access would otherwise be denied to them as individuals.

     Direct Access-A means of accessing a network through the use of a permanent
point-to-point circuit typically leased from a facilities-based carrier. The
advantages of direct access include simplified premisestoanywhere calling,
faster call setup times and potentially lower access and transmission costs
(provided there is sufficient traffic over the circuit to generate economies of
scale).

     Dial-Up Access-A form of service whereby access to a network is obtained by
dialing an international tollfree number or a local access number.

     European Union or EU-Austria, Belgium, Denmark, Finland, France, Germany,
Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and
the United Kingdom.

     Facilities-Based Carrier-A carrier which transmits a significant portion of
its traffic over owned transmission facilities.

     FCPA-Foreign Corrupt Practices Act.

     Fiber-Optic-A transmission medium consisting of highgrade glass fiber
through which light beams are transmitted carrying a high volume of
telecommunications traffic.

     IPLC (International Private Line Circuits)-Point-to-point permanent
connections which can carry voice and data. IPLCs are owned and maintained by
ITOs or third party resellers.

     Internet Protocol (IP)-A class of product that uses data and/or voice
transmission over the Internet/Intranet.

     IDD-International Direct Dial.

<PAGE>
<PAGE>
     ISDN (Integrated Service Digital Network)-A hybrid digital network capable
of providing transmission speeds of up to 128 kilobits per second for both voice
and data.

     ISP-International Settlements Policy. The ISP establishes the permissible
arrangements between facilitiesbased carriers based in the U.S. and their
foreign counterparts for terminating each other's traffic over their respective
networks.

     IRU-Indefeasible Right of Use.

     ISR (International Simple Resale)-The use of international leased lines for
the resale of switched telephony services to the public, by passing the current
system of accounting rates.

    ITO (Incumbent Telecommunications Operator)-The dominant carrier or carriers
in each country, often, but not always, governmentowned or protected
(alternatively referred to as the Postal, Telephone and Telegraph Company, or
PTT).

     ITU-International Telecommunications Union-International Telecommunications
Association headquartered in Geneva, Switzerland.

     LCR-Least Cost Routing.

    LEC (Local Exchange Carrier)-Companies from which the Company and other long
distance providers must purchase "access services" to originate and terminate
calls in the U.S.

     Local Connectivity-Physical circuits connecting the switching facilities of
a telecommunications services provider to the interexchange and transmission
facilities of a facilities-based carrier.

     Local Exchange-A geographic area determined by the appropriate regulatory
authority in which calls generally are transmitted without toll charges to the
calling or called party.

    Node-A specially configured multiplexer which provides the interface between
the local PSTN where the node is located and a switch. A node collects and
concentrates call traffic from its local area and transfers it to a switch via
private line for call processing. Nodes permit a carrier to extend its network
into new geographic locations by accessing the local PSTN without requiring the
deployment of a switch.

     Operating Agreements-An agreement that provides for the exchange of
international long distance traffic between correspondent international long
distance providers that own facilities in different countries. These agreements
provide for the termination of traffic in, and return traffic from, the
international long distance providers' respective countries
at a negotiated "accounting rate." Under a traditional operating agreement, the
international long distance provider that originates more traffic compensates
the corresponding long distance provider in the other country by paying an
amount determined by multiplying the net traffic imbalance by the latter's share
of the accounting rate.

    PBX (Public Branch Exchange)-Switching equipment that allows connection of a
private extension telephone to the PSTN or to a Private Line.

<PAGE>
<PAGE>
     POPs-Points of Presence. An interlinked group of modems, routers and other
computer equipment, located in a particular city or metropolitan area, that
allows a nearby subscriber to access the Network through a local telephone
call.

     PSCs-Public Service Commissions.

     Private Line-A dedicated telecommunications connection between end user
locations.

     PSTN (Public Switched Telephone Network)-A telephone network which is
accessible by the public through private lines, wireless systems and pay phones.


     Refile-Traffic originating from one country (original country) and destined
to another country (receiving country) is routed through a third country without
the knowledge of the receiving country. The receiving country has only
identified the third country and assumes the traffic originated from the third
country only.

     Resale-Resale by a provider of telecommunications services of services sold
to it by other providers or carriers on a wholesale basis.

     Switching Facility-A device that opens or closes circuits or selects the
paths or circuits to be used for transmission of information. Switching is a
process of interconnecting circuits to form a transmission path between users.

    Transit-Traffic originating from one country and destined to another country
is routed through a third country with the full knowledge and consent of all
countries and carriers concerned.

     Transparent call reorigination-Technical innovations have enabled
telecommunications carriers to offer a "transparent" form of call reorigination
without the usual "hang up" and "callback" whereby the call is automatically and
swiftly processed by a programmed switch.

     Value-Added Tax (VAT)-A consumption tax levied on endconsumers of goods and
services in applicable jurisdictions.

     Voice Telephony-A term used by the EU, defined as the commercial provision
for the public of the direct transport and switching of speech in realtime
between public switched network termination points, enabling any user to use
equipment connected to such a network termination point in order to communicate
with another termination points.

     WTO-World Trade Organization (based in Geneva, Switzerland).



<PAGE>
<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                   URSUS TELECOM CORPORATION


                                   By: /s/ Luca M. Giussani
                                      -----------------------------
                                           Luca M. Giussani
                                           Chief Executive Officer

Dated: June 29, 2000


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons in the
capacities and on the date indicated.


SIGNATURE                              TITLE                    DATE

/s/ Luca M. Giussani           Chief Executive Officer,      June 29, 2000
-------------------------      and Director
    Luca M. Giussani           (principal executive officer)

/s/ Jeffrey R. Chaskin         President, Chief Operating    June 29, 2000
-------------------------      Officer and Director
Jeffrey R. Chaskin

/s/ Johannes S. Seefried       Chief Financial Officer,      June 29, 2000
--------------------------     and Director
Johannes S. Seefried

/s/ Steven L. Relis            Chief Accounting Officer      June 29, 2000
--------------------------
    Steven L. Relis

                               Director, Chairman of the     June 29, 2000
---------------------------    Board of Directors
William Newport

/s/ Kenneth L. Garrett         Director                      June 29, 2000
---------------------------
Kenneth L. Garrett

                               Director                      June 29, 2000
----------------------------
Viincent M. Cannistraro


<PAGE>
<PAGE>

                                EXHIBIT INDEX


Exhibit                                                           Sequential
Number                                                            Page Number
-------                                                           -----------

  3.1+ -    Articles of Incorporation of the Company
  3.2+ -    Form of Amended and Restated Articles of Incorporation
            of the Company
  3.3+ -    Bylaws of the Company
  3.4+ -    Form of Amended and Restated Bylaws of Company
  4.1+ -    Specimen of Certificate for Common Stock
 10.1+ -    Employment Agreement between the Company and Luca M. Giussani
 10.2+ -    Amendment to Employment Agreement with Luca M. Giussani
 10.3+ -    Employment Agreement between the Company and Jeffrey R. Chaskin
 10.4+ -    Amendment to Employment Agreement with Jeffrey R. Chaskin
 10.5+ -    Employment Agreement between the Company and Johannes
            S. Seefried
 10.6+ -    Amendment to Employment Agreement with Johannes S. Seefried
 10.7+ -    Employment Agreement between the Company and Richard C. McEwan
 10.8+ -    Employment Agreement between the Company and Paul Biava
 10.9+ -    Lease Agreement
10.10+ -    Form of 1998 Stock Incentive Plan
10.11+ -    Form of Financial Consulting Agreement
10.12+ -    Form of Agency Agreement
10.13+ -    Agreement regarding formation of Ursus Telecom France
10.14+ -    Agreement regarding purchase of interest in South African Agency
10.15+ -    Agreement dated January 20, 1998 among Messrs. Giussani, Rispoli
            and the Company
10.16+ -    Form of Representative's Warrant
10.17+ -    Form of Lock Up Letter
10.18*(1)-  Employment Agreement between the Company and Johannes S. Seefried
            dated as of June 19, 2000.
10.19* -    Employment Agreement between the Company and Steven Relis
21.1*  -    List of Subsidiaries
23.1*  -    Consents of Ernst & Young LLP
27*    -    Financial Data Schedule

+   Previously filed as an exhibit to the Company's Registration Statement on
    Form S-1 (File No. 333-46197) and incorporated herein by reference.
*   Filed herewith.
(1) Confidential Treatment Requested.