UNITED STATES

                                        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 June 30, 1997

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from _____ to _____

Commission File Number 0-25820

                                 PROMAX COMMUNICATIONS INC.
                       (Exact name of Registrant as specified in its charter)

British Columbia, Canada                               N/A
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

     25 Central Park West, # 16E
      New York, NY                                    10023
------------------------------------------        -------------------
(Address of principal executive offices)            (Zip Code)

          Registrant's telephone number, including area code: (212) 265-0842

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



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

                                        Class A Common Stock, No Par Value
                                        Class B Common Stock, No Par Value

         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 and (2) have 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 Class A and Class B common  shares
held by other than  affiliates of the  Registrant,  computed by reference to the
last sales price of such stock as of the close of trading on September 25, 1997,
was $15,680,827.

         The number of shares  outstanding of the Registrant's  common stock, as
of September 15, 1997, was:

                                   Class A common stock - 7,734,173 shares;  and
                                     Class B common stock - 1,795,200 shares.

                                        Documents Incorporated by Reference

                                                       None



<PAGE>



                                                      PART I

         Certain  statements  set forth in the  Company's  Annual Report on Form
10-K for the year ended June 30,  1997  constitute  forward  looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
are  subject to the safe  harbor  created  by such  section.  When  appropriate,
certain  factors  that  could  cause  results  to differ  materially  from those
described in the forward looking  statements are enumerated.  As a result,  this
Annual Report on Form 10-K, including the Consolidated  Financial Statements and
the notes thereto,  should be read in its entirety for a complete  understanding
of such factors.

ITEM 1.           BUSINESS

COMPANY HISTORY

         The Company was incorporated as First Canadian Financial Corporation on
July 23, 1993 under the Company Act of British  Columbia,  Canada, as a Mortgage
Investment   Corporation  engaged  in  the  issuance  of  residential   property
mortgages.  On January 22, 1997, an agreement  among certain  current and former
shareholders  was concluded  which  permitted the Company to initiate a business
strategy of purchasing  and developing  paging  licenses and properties in Latin
America.

         Subsequent to January 1997,  the Company  consolidated  authorized  and
outstanding  classes of shares on a 1 for 5 basis,  leaving 10,000,000 shares of
Class A Common Stock and  10,000,000  shares of Class B Common Stock  authorized
and changed its name to Promax Communications Inc.

THE BUSINESS OF THE COMPANY

         The  Company's  focus is to acquire and develop  paging  operations  in
South  America.   Paging  is  a  personal   message  delivery  system  utilizing
terrestrial   and  satellite   radio   frequencies  as  the  method  of  message
transmission. Pagers alert their owners, with specific information, when someone
wishes to contact them.

o        BRAZIL

Acquisitions and Investments

         Sao  Paulo - Auto  Link  (Unbuilt  Frequency).  In April  1997,  Promax
acquired  77.76% of the equity of Auto Link,  Telecom,  S.A.  ("Auto  Link"),  a
Brazilian   company  which  holds   permits  from  the  Brazilian   Ministry  of
Communications   to   operate   services   in  Sao  Paulo  and  32   surrounding
municipalities.  Such 77.76% consists of 11.10% in outstanding voting stock (all
of which  voting stock  constitutes  33.34% of Auto Link's  outstanding  capital
stock)  and  100% of the  outstanding  non-voting  stock,  (which  voting  stock
constitutes 66.66% of Auto Link's outstanding capital stock.)  Consideration for
100% of the equity of Auto Link consisted of $2,000,000 in cash and 750,000

                                                         2

<PAGE>



shares  of  Class A  Common  Stock,  250,000  shares  of  which  were  paid as a
commission  to Arlette  Siaretta,  who was  subsequently  made a Director of the
Company. The remaining 500,000 shares due to the sellers of Auto Link (including
175,000 shares to Arlette Siaretta,  a former  shareholder of Auto Link) will be
paid in the near future.  Finally,  an additional finder's fee of 150,000 shares
of Class A Common Stock was paid to an  unaffiliated  third party in  connection
with this transaction.

         Amparo - Operating Company. In April 1997, Auto Link acquired 77.76% of
the equity  (utilizing the same structure as set forth above with respect to the
Auto Link transaction) of Amparo Central de Telecommunicacoes  Ltda. ("Amparo"),
a paging  company  operating  in Amparo  (population  one  million)  on the same
frequency as AutoLink. The purchase price for 100% of the equity was $150,000 in
cash.

         Sao Paulo - SkyLink  Acquisition - Operating  Company.  Promax (through
Auto Link) has acquired (i) 77.76% of the equity  (utilizing  the same structure
as set forth above with respect to the Auto Link  transaction)  of Andrade Gomez
Communicacoes S.A.,  operating under the name SkyLink  "(SkyLink"),  and (ii) an
irrevocable  option to purchase the remaining  22.24% of SkyLink.  This existing
paging  operation  serves  greater Sao Paulo and a nearby beach area  (aggregate
population of 24 million).  SkyLink  provides  service to  approximately  10,000
subscribers.

         The  total   consideration   for  SkyLink  consisted  of  approximately
$6,854,000  in cash  (which  represents  a price of $761.60 per  subscriber  and
assumes a "valid"  subscriber base of 9,000  subscribers) plus 300,000 shares of
Class A Common Stock.  Adjustments  to the purchase price will occur as a result
of an ongoing KPMG due  diligence  review on the basis of $761.60 of  additional
cash  consideration for each "valid" subscriber over 9,000 and $761.60 reduction
in cash  consideration  for each subscriber under 9,000. The Company also paid a
finder's fee of 300,000  shares of Class A Common Stock to Arlette  Siaretta,  a
Director of the Company.

         Pursuant to Brazilian  law, the remaining  22.24% of the equity of Auto
Link,  Amparo and SkyLink cannot be transferred until a 3-year operations period
has  passed  (which has run with  respect to SkyLink  and which will have run in
September 1997 with respect to Amparo and in September 1998 with respect to Auto
Link) and until the  Ministry of  Communications  approves  the  transfer of the
licenses. No assurances can be given that such approval will be obtained.

o        ARGENTINA

         On January  10,  1997,  Promax  loaned to  ArgenTel,  a paging  company
located in Argentina,  the sum of $200,000,  which is  convertible,  at Promax's
option,  into 20% of the equity of ArgenTel.  The ArgenTel  stockholders are not
selling any of their holdings;  rather, they will cause ArgenTel to issue shares
from its authorized but unissued common stock such that Promax's  ownership will
equal 20% of ArgenTel's outstanding common stock.

         ArgenTel holds a 99% interest in Ledesma  Communications S.A., which is
licensed  to  provide  one way  paging  throughout  Argentina  (population  34.5
million). Ledesma has applied to the

                                                         3

<PAGE>



government for the assignment of a two-way paging license. Additionally, Ledesma
may acquire 100% ownership of an SMR carrier located on Cordoba, Argentina.


o        BOLIVIA

         Promax  acquired  100% of the stock of Servicios de  Telecomunicaciones
S.A.  ("Servicios")  in June 1997.  Servicios  is  licensed  to provide  one-way
paging,  on two frequencies,  for the entire country of Bolivia  (population 7.4
million).

         The purchase  price was  $600,000,  consisting  of $150,000 in cash and
390,000 shares of Class A Common Stock.

STRATEGY

         Management's  near-term  strategy is to focus on the rapid build out of
the Brazilian  system,  which it believes has greater  potential  than all other
South  American  markets.  The Company's goal is to gain  subscribers  through a
marketing and  advertising  campaign.  By focusing on both business and consumer
paging customers, the Company plans to:

o        Target business  customers  through a commissioned  direct sales force,
         telemarketing,  advertising and retail distribution  channels including
         the  use of  retail  showrooms  located  strategically  throughout  the
         Company's markets.  To that end, the Company has entered into exclusive
         agreements with various retailers and educational  institutions with an
         aggregate of approximately 1,000 locations in greater Sao Paulo to sell
         pagers utilizing the Company's services.

o        Focus on key elements of customer satisfaction during the sales process
         and over the life of the  subscriber by providing the highest levels of
         customer service.

o        Target key shopping malls for establishment of Company-owned retail
         stores.

o        Target several retail chains to provide space for low cost sales
         kiosks  on premises.

o        Continue the process of hiring experienced sales people.

o        Educate the consumer.

         The Company  will seek to  capitalize  on this  demand for  services by
concentrating its resources  primarily on building its Brazilian  operations and
to a lesser  extent on its other  Latin  American  interests,  which may require
additional financing.



                                                         4

<PAGE>



OPERATING ENVIRONMENT

Political Uncertainty.

         Historically,  the Brazilian  Government  has often  changed  monetary,
credit,  tariff and other policies to influence the course of Brazil's  economy.
Such  government  actions have included wage and price controls as well as other
measures,  such  as  freezing  bank  accounts,  imposing  capital  controls  and
inhibiting imports and exports. Changes in policy involving, among other things,
tariffs,  exchange controls,  regulatory policy and taxation,  as well as events
such as inflation,  devaluation, social instability or other political, economic
or diplomatic  developments,  could adversely  affect the Brazilian  economy and
have a materially  adverse  effect on the Company's  results of  operations  and
financial condition.

         Furthermore,  the Brazilian  political  environment  has been marked by
high levels of uncertainty  since Brazil returned to civilian rule in 1985 after
20 years of military government.  The death of a President-elect in 1985 and the
resignation of another President in 1992 in the midst of his impeachment  trial,
as well as frequent  turnover at and immediately  below the cabinet level,  have
contributed  to delays in the  adoption of coherent  and  sustained  policies to
confront the country's  economic  issues.  No assurances  can be given that such
political turmoil will not adversely affect the Company's operations.

Economic Uncertainty

         Brazil  has  experienced  extremely  high rates of  inflation  for many
years. Furthermore, inflation, government actions to combat inflation and public
speculation  about future actions have had significant  negative  effects on the
Brazilian  economy in general and have also  contributed  materially to economic
uncertainty in Brazil. In periods of inflation,  many of the Company's  expenses
will tend to increase.  Generally, in periods of inflation, a company is able to
raise its  prices  to offset  the rise in its  expenses  and may set its  prices
without government  regulation.  However, under Brazilian law designed to reduce
inflation, the rates which the Company may charge to a particular subscriber may
not  be  increased  until  the  next  anniversary  of the  subscriber's  initial
subscription.  Thus, the Company is less able to offset  expense  increases with
revenue increases.  Accordingly,  inflation may have a materially adverse effect
on the Company's results of operations and financial condition.

o        SkyLink Operations

         Since  1994,  SkyLink has been  operating  in greater Sao Paulo and the
beach  community  areas to the south.  It has been managed from  inception  with
minimal resources for the development of the marketing and sales functions. As a
result,  SkyLink serves only  approximately  10,000  subscribers  after nearly 3
years of operations.

         SkyLink's  network  consists of 22  transmitters  operating on a POCSAG
paging format.  The  transmitters are controlled by radio link using the 454 MHZ
frequency band. Assuming that 100%

                                                         5

<PAGE>



of the pagers over the network are  alphanumeric,  the capacity of this network,
as currently configured, is approximately 50,000 pagers. Promax believes that an
incremental  capital  investment of $1,000,000,  to be completed over a 12 month
period, will allow for the conversion of POCSAG format to FLEX (R) and result in
an increase of active capacity from 50,000 alphanumeric pagers to 120,000.

         The software which provides all billing,  inventory,  customer service,
management of operator  positions and paging terminal  management  functions has
been developed  in-house and  represents  state-of-the-art  quality.  A total of
nearly 60 telephone operators are in place serving customers in shifts over each
24-hour  day,  7 days a  week.  Once  the  acquisition  is  complete,  SkyLink's
operations will be merged into the Auto Link entity, thereby absorbing SkyLink's
employee base and providing an immediate operating platform for Auto Link.

         The Company  also  intends to take  advantage  of the fiber optic cable
which has been installed in portions of Sao Paulo. The fiber optic cable will be
used to transport  paging  messages  from the paging  terminal to the  satellite
uplink for distribution to the network of paging transmitters.  The Company also
intends  to  utilize a  satellite  uplink  facility  and  satellite  transponder
capacity.  The fiber  optic  cable and access to the  uplink  and the  satellite
transponder time are owned by Casablanca On- Line Group ("Casablanca"),  a group
controlled  by the family of Arlette  Siaretta,  an officer and  Director of the
Company.  The Company  intends to pay for all  services  provided by  Casablanca
pursuant to a schedule to be negotiated.

o        Amparo Operations

         The  Amparo  system  has  been in  operation  for over  two  years  and
presently serves  approximately 300 subscribers.  The Company does not intend to
expand the Amparo system at the present time.

o        Sales and Marketing

         The  Company  intends  to target  both the  consumer  and the  business
markets  with  its  service  package.   Initially,   the  Company  expects  that
approximately 70% of new business will come from the consumer market as a result
of advertising  campaigns,  Company-owned retail outlets and a network of retail
resellers;  30% of the new  subscribers  are  expected to come from the business
community  as a result of direct  sales and  through  the  network  of  business
contacts associated with Casablanca. Eventually the Company expects consumer and
business users to reach a more balanced mix.

o        Regulation

         Regulation  of paging  in Brazil  falls  under the  supervision  of the
Ministry of  Communications.  Paging  licenses  are granted for 15 years and are
renewable for successive  15-year  periods.  The Ministry has indicated that new
paging  licenses are to be granted only  pursuant to a public  auction.  No time
frames have been  established for these  auctions.  While the Company intends to
participate

                                                         6

<PAGE>



in the auction  process,  no assurances  can be given that the Company will have
sufficient resources to bid successfully to acquire additional licenses.

         To date, the Ministry of  Communications  has issued  approximately 681
paging permits; the Company has interests in 33 of such permits.

COMPETITION

         The Company will have competition in all Brazilian  markets in which it
intends to operate. Today,  competition is based predominantly upon the price of
the pager.  Over time,  the Company  believes  that  competition  will center on
quality of service,  variety of service  offerings,  coverage  area and price of
service,  in addition to the price of the pager  itself.  Most of the  marketing
focus in Sao Paulo today is directed at the  consumer  segment,  with the larger
competitors investing in advertising campaigns and the development of the retail
sales channel.

         In  Sao  Paulo,  the  larger  competitors  include  Mobitel,  Teletrim,
PowerNet and  Conectel.  Recently  PageNet,  the largest  paging  company in the
world,  entered into the Brazilian  paging  market.  In all major paging markets
throughout  the world,  a certain  level of  competition  is necessary to create
market awareness and drive paging penetration levels upwards.

         Given the limited  amount of paging  frequencies  made available by the
Ministry of  Communications,  management  believes  that  business  and consumer
demand for service  will  continue to outpace  supply.  The Sao Paulo and Rio de
Janeiro  metropolitan  areas  together  account  for  approximately  67%  of the
existing paging market in Brazil,  but paging  penetration  rates are only about
2.20% and 1.85%,  respectively.  U.S.  penetration is  approximately  15% but is
typically  higher in urban areas.  Management  expects by the year 2000 that the
Brazilian  national  penetration  should  be  approximately  3%,  or 6 times its
current  penetration  rate of .5%. No  assurances  can be given that such growth
will take place.

         Management estimates that there are currently 26 paging licenses issued
in the greater Sao Paulo area with an aggregate capacity of 2.51 million pagers.
While some of its  competitors  have as many as 150,000  pagers in service,  the
Company  currently has only  approximately  10,000  subscribers in SkyLink.  The
Company is therefore not currently a significant  factor in the Brazilian paging
industry.

o        Employees

At September 25, 1997,  the Company  employs a total of 124 persons  including 4
executive  officers and 120 persons involved in the Company's paging  operations
in Brazil.  The Company  believes  that its  relationship  with its employees is
good.



                                                         7

<PAGE>



ITEM 2.           PROPERTIES

         The  Company  rents  office  space for its  administrative  offices  in
Vancouver,  British  Columbia,  Canada on a month to month basis and has entered
into a 3 year lease for its local operating  offices in Sao Paulo,  Brazil.  The
Company's  executive offices in New York are provided without charge (other than
reimbursement for out-of-pocket expenses) by Jane Street Communications, Inc., a
company  beneficially  owned by Steven L. Sinn, the Company's Chairman and Chief
Executive Officer.
The Company believes that such space is adequate for its current needs.

ITEM 3.           LEGAL PROCEEDINGS

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


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

         Not Applicable.

                                                      PART II


ITEM 5.           MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                  STOCKHOLDER MATTERS

Price Range of Class A Common Stock

         The  following  high and low sale  prices are as reported by the Nasdaq
Bulletin Board:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                          1997                        1996

                                                                    High            Low          High           Low
First Quarter ......................................................n/a             n/a           n/a           n/a
Second Quarter ...................................................  n/a             n/a           n/a           n/a
Third Quarter .....................................................$3.75           $0.60          n/a           n/a
Fourth Quarter ....................................................$5.03           $3.25          n/a           n/a
</TABLE>

          No trades were  reported  for the period  commencing  July 1, 1995 and
ending  February 3, 1997 as trading in the  Company's  Class A Common  Stock was
halted at the Company's request.

         .  On September 25, 1997, there were approximately 506 shareholders of
record.

                                                         8

<PAGE>



Common Stock

         The Company is  authorized  to issue  10,000,000  shares  (without  par
value) of Class A Common  Stock and  10,000,000  shares of Class B Common  Stock
(without  par value).  As of September  15,  1997,  there were shares of Class A
Common  Stock  and  1,795,200   shares  of  Class  B  Common  Stock  issued  and
outstanding.

Shares  of  Class  A  Common  Stock  have  the  following   special  rights  and
restrictions:

         The  Directors  of the Company  shall at all times,  in their  complete
discretion,  have the right to declare  dividends on the Class A Common Stock in
conjunction  with or to the  exclusion  of Class B Common Stock and at rates and
terms the same as or  different  from that which may be  declared on the Class B
Common Stock.

         In the event of liquidation,  dissolution or winding up of the Company,
whether  voluntary or  involuntary,  or other  distribution of the assets of the
Company among its stockholders for the purpose of winding up its affairs or upon
a  reduction  or return of  capital,  the  holders  of Class A Common  Stock are
entitled  to  receive,  before  any  distribution  of any part of the  assets or
property  of the  Company  among the  holders of the Class B Common  Stock,  the
amount  paid up on Class A Common  Stock  together  with an amount  equal to all
accrued and unpaid dividends thereon.  Thereafter, and following distribution of
any part of the assets or property of the Company among the holders of the Class
B Common Stock, as provided for below, the remaining  property and assets of the
Company  shall be  distributed  to the holders of Class A Common  Stock pro rata
according  to the amount of paid up capital on each share of such Class A Common
Stock  bears  to the  total  paid-up  capital  on all of  the  then  issued  and
outstanding shares of Class A Common Stock.

         At all meetings of the shareholders of the Company,  the holders of the
Class A Common  Stock are  entitled to one vote for each share of Class A Common
Stock held. If and whenever at any time the outstanding  Class B Common Stock of
the  Company  shall be  subdivided,  redivided  or  changed  into a  greater  or
consolidated into a lesser number of shares, the then outstanding Class A Common
Stock of the  Company  shall also be  subdivided,  redivided  or changed  into a
greater or consolidated into a lesser number of shares on the same basis.

Shares  of  Class  B  Common  Stock  have  the  following   special  rights  and
restrictions:

         The directors of the Company  shall,  at all times,  in their  complete
discretion,  have the right to declare  dividends on the Class B Common Stock in
conjunction  with or to the  exclusion  of the Class A Common Stock and at rates
and on the terms the same as or  different  from that which may be  declared  on
Class A Common Stock.

         In the event of liquidation,  dissolution or winding up of the Company,
whether voluntary or involuntary, or other distribution of assets of the Company
among its  stockholders  for the  purpose  of  winding  up its  affairs  or upon
reduction or return of capital, the holders of Class B Common Stock

                                                         9

<PAGE>



are  entitled  to  receive,  after the  distributions  to the holders of Class A
Common Stock of the amount paid-up on the Class A Common Stock together with all
accrued  and unpaid  dividends  thereon,  only the amount paid up on the Class B
Common Stock together with all accrued and unpaid dividends thereon and no more.

         At all meetings of the shareholders of the Company,  the holders of the
Class B Common Stock are entitled to one vote for each Class B Share held.

         The  holders of Class B Common  Stock have the right,  at any time,  to
convert Class B Common Stock into Class A Common Stock on the basis of one share
of Class A Common Stock for each share of Class B Common Stock so converted upon
payment to the Company of a sum equal to the average  paid-up  capital per share
of Class A Common Stock on the date of such conversion.

Dividends

         The Company has no present  plan to pay cash  dividends on either Class
of its Common Stock in the  foreseeable  future and has covenanted  that it will
not declare or pay any  dividends  (either in cash,  stock or  property)  on the
Class B Common  Stock  during  the period  commencing  August 1, 1997 and ending
January 1, 2002.

                                                        10

<PAGE>



ITEM 6.           SELECTED FINANCIAL DATA

         The  following  tables  present  selected  information  relating to the
financial  condition  and  results of  operations  the Company for the past five
years and should be read in conjunction with consolidated financial statements.
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                               June 30

                                                          1997            1996           1995          1994*
                                                          ----            ----           ----          -----
Summary Balance Sheet Data:
Working capital                                           645,975        354,011         50,565         28,810
Property and equipment, net                               201,773            269            385            552
Total assets                                            4,464,223        613,326        628,351        356,557
Total debt                                              1,032,109         41,549         10,671          3,655
Total shareholders' equity                              3,208,403        571,777        617,686        352,902


                                                                          June 30

                                                   1997             1996             1995              1994*
                                                    ----             ----             ----              -----
Summary Statement of
Operations Data
Revenue                                            48,388          100,170           102,898            28,510
Operating income (loss)                         (796,358)         (45,505)            88,040            27,370
Interest expense                                        -                -                 -                 -
Net earnings (loss) attributable                (778,341)         (45,505)           880,400           273,700
to common stockholder(s)

Earnings per Common Share                          (0.43)           (0.04)              0.04              0.01

Dividends paid to common                                -           38,570            67,245             8,089
stockholders
Weighted average number of                      4,105,774        3,506,683        16,152,364        12,095,927
common shares outstanding at
year end

* Company incorporated July 23, 1993

</TABLE>


                                                        11

<PAGE>



ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

         Promax   Communications   Inc.   (formerly  First  Canadian   Financial
Corporation) was created as a mortgage  investment  corporation  involved in the
issue and management of  residential  property  mortgages in Canada.  In January
1997, an agreement was reached with investors to change the business strategy of
the Company in recognition  of new  communications  opportunities  identified in
South America and to invest in the development of a paging business.

         The  results  contained  in  this  report   consolidate  the  Company's
investments in all subsidiaries  following this change of strategy, all of which
were  acquired  in the last  quarter  of the 1997  fiscal  year.  The  Company's
ownership interests are described in Note 1 to the financial statements appended
to this filing and the Company's accounting policies are fully described in Note
2.

ACQUISITIONS

         In April 1997, Promax completed the acquisition of 77.76% of the equity
of Auto Link Telecom S.A. ("Auto Link") located in Sao Paulo, Brazil, and has an
option to acquire the remaining 22.24% when approval for the transfer is granted
by the Brazilian Ministry of Communications.  Auto Link holds permits to operate
paging  services  in Sao Paulo and 32  surrounding  municipalities,  but has not
initiated any service to date.

         The 77.76%  interest  consists  of 11.10% of the  voting  stock (all of
which voting stock constitutes 33.34% of Auto Link's outstanding  capital stock)
and  100%  of  the  outstanding   non-voting  stock,   (which  non-voting  stock
constitutes 66.66% of Auto Link's outstanding capital stock.) Consideration paid
for this  interest  consisted  of $2 million in cash and finder  fees of 400,000
Promax Class A common shares which were issued from treasury.

         When the additional  22.24% of the Auto Link shares are permitted to be
transferred,  under the option  arrangement,  a further  500,000  Class A common
shares  will be issued to the venders  after which  Promax will own 100% of Auto
Link.

         Also in April 1997, Promax acquired a 77.76% interest in Amparo Central
De  Telecommunicacoes  Ltda.,  ("Amparo") a paging company  operating in Amparo,
Brazil  (population  approximately 1 million).  The system has been in operation
for more than two years and presently serves over 300 subscribers.  The purchase
price  for 100% of the  equity  was  $150,000  in cash  paid in  full,  although
transfer of the remaining 22.24% of the equity is subject to the approval of the
Ministry of Communications as was the case with Auto Link.

         In  June   1997,   the   Company   acquired   100%  of   Servicios   de
Telecommunicaciones  S.A.,  ("Servicios") a company  licensed to provide one way
paging on two frequencies for the entire country

                                                        12

<PAGE>



of  Bolivia  (population  7.4  million).  At year  end,  no  operations  had yet
commenced in this company.  The consideration paid for this company consisted of
cash in the amount of $150,000 and 390,000 Class A common shares.

         Finally, also in June, the Company signed a letter of intent to acquire
77.76% of a fourth company, Andrade Gomez Communicacoes  S.A.("Andrade") with an
irrevocable  option to purchase  the  remaining  22.24%.  This paging  operation
serves greater Sao Paulo and a nearby beach area  (population  24 million).  The
company provides service to approximately 9,500 subscribers presently.

         The total  consideration,  based on 9,000 subscribers,  will consist of
approximately  $6,900,000  payable in cash plus 300,000 Class A common shares of
the Company.  More details of this proposed transaction are included in ITEM 1 -
BUSINESS of this filing.

RESULTS OF OPERATIONS - Fiscal year ended June 30, 1997 compared to fiscal years
ended June 30, 1996 and June 30, 1995.

Revenues:

         As a result  of  these  acquisitions,  the  Company  is able to  report
subscriber  revenues from May 1, 1997,  the  effective  date of  acquisition  of
Amparo,  amounting to $16,000. No comparable revenues were earned in either 1996
or 1995.

         Other revenues in the current year totalling  $31,000 were comprised of
approximately  $11,000 of interest  income  arising from  investment of funds on
hand and  approximately  $20,000 of interest income from the mortgage  portfolio
held earlier in the year. In 1996 and 1995,  all revenues  amounting to $100,000
and $103,000 respectively were interest income from the mortgage portfolio.

Expenses:

         Total operating costs for 1997 of $845,000 were far greater than in the
prior years, reflecting both the costs of the modest existing operations and the
planning  and  preparation  for  expanded  operations  of  the  other  companies
acquired.  Operating  costs for the current year included  Technical  Operations
amounting  to  $28,000,  Sales and  Marketing  of  $149,000,  Administration  of
$611,000 and Amortization of $57,000.

         Due to the change of business,  comparable  operating costs for 1996 of
$52,000 and 1995 of $15,000  were solely  administrative  in nature  incurred to
manage the mortgage investments.

         Technical  Operations  costs were $28,000 for the year, of which $6,000
related solely to the Amparo  operations.  The additional  costs of $22,000 were
incurred in the form of salaries and other costs for the  re-engineering of both
Auto Link and Amparo  facilities  to increase the overall  system  capacity.  As
previously noted, no comparable costs were incurred in either 1996 or 1995.


                                                        13

<PAGE>



         Sales and Marketing costs of $149,000  represent the costs of staff and
consulting services for market surveys and assessment and for the development of
a marketing campaign.  As was the case for Technical  Operations,  no comparable
costs for 1996 or 1995 were incurred.

         Administration  costs  aggregating  $611,000 were the most  significant
cost component by far due to both the  acquisition  activity in the year and the
general  administrative costs in support of the re-engineering and new marketing
thrust development  undertaken by management.  Promax's corporate costs amounted
to  $370,000  attributed  to  professional  fees  primarily  ($61,000),   travel
($93,000)  consulting  fees ($56,000)  management  salaries  ($48,000) and other
office,   corporate  and  regulatory  costs  ($57,000).  The  remainder  of  the
Administration  costs of $296,000 included  approximately $6,000 attributable to
Amparo's  administration  with  the  other  $290,000  incurred  by Auto  Link as
professional  fees  ($65,000),  consulting fees ($73,000) and salaries and other
in-country corporate and operational costs ($152,000).

         In 1996,  Administration  costs of $52,000 included  professional  fees
($39,000) and general administration costs ($13,000).  In 1995, these costs were
lower at $15,000, essentially all professional fees.

         Amortization,  included  with  operating  costs,  amounted  to  $57,000
comprised of approximately  $3,000 for equipment  depreciation and the remaining
$54,000 for amortization of the deferred acquisition costs of the various paging
licenses arising from the three acquisitions in the year.  Amortization  amounts
for 1996 and 1995 were insignificant by comparison, under $200 each year.

         Other Income and Expenses in 1997 included a revenue amount of $16,000,
reflecting the recovery of monies from a mortgage receivable  previously written
off. In 1996, an expense of $94,000 was reported  arising from the write down in
carrying value of the Company's mortgage portfolio.  In 1995, there were no such
revenue or expense items.

Net Operating Income:

         The Company  experienced an operating  loss in 1997 of $778,000  before
taxes and  non-controlling  interest  (related  to the 22.24% of the  subsidiary
equity held by others)  reflecting  the flow through of the high cost levels for
the acquisition and re-engineering of the operations of the Brazilian companies.
In 1996,  a loss was also  suffered  of $46,000  as a result of the  substantial
write-down of the mortgage  portfolio in that year. In 1995, a profit of $88,000
resulted from the mortgage investment operation.

LIQUIDITY AND CAPITAL RESOURCES

Corporate Funding Activities:

         At the beginning of the year,  approximately  5,741,000  Class A common
shares were outstanding.  In settlement of an action brought against the Company
and its former management by

                                                        14

<PAGE>



certain  shareholders  seeking  an  appraisal  and  purchase  of  their  shares,
approximately  4,397,000  shares  of Class A Common  Stock  were  redeemed.  The
aggregate cost of such  redemptions  was $478,000.  Following this, the Board of
Directors  authorized  a  rollback  of the Class A and  Class B Common  Stock to
reduce the share  capitalization  of the Company on the basis of 1 new share for
each 5 of the existing  shares held.  As a result,  only 268,671  Class A common
shares remained issued and outstanding at the time of the business change.

         Subsequent  to the change in  January,  the Company  completed  certain
private  placements to fund the cash  requirements of the  acquisitions.  Monies
were also used to direct the operations  from both technical and  organizational
perspectives,  to create a marketing program for subscriber growth, and to cover
all of the Company's corporate  professional fees, management and administrative
costs  related to the  activities  in the period.  A total of 3,881,502  Class A
Common  shares plus a further  100,000 Class A common shares paid as broker fees
were issued in these private placements raising $2,743,000.

         In  addition,  605,000  Class  B  common  shares  of the  Company  were
converted into Class A common shares in the year providing a further $343,000 of
working capital to the Company.  The conversion  privileges  require  additional
cash  payments  to  equalize  the per  share  cost of the  Class B shares to the
average  capitalized  value of all of the outstanding Class A shares at the time
of conversion.

         While most of the purchase price of the three  acquisitions was paid in
cash,  790,000  shares of Class A common shares were issued also valued at $1.00
per share (the prevailing market rate at the time of acquisition) thereby adding
$790,000 to the Company's equity.

         By contrast, in 1996, only 363,439 Class A common shares were issued to
raise $29,000 with a further  117,232 Class A shares issued as broker's fees. No
funding took place in 1995.

         With  respect  to the  Company's  Class B  common  shares,  there  were
12,001,000  shares  outstanding  throughout  both 1995 and 1996  recorded in the
accounts with a capitalized value of $877. In 1997, concurrent with the rollback
of the  Class A  shares,  the  Class  B  shares  were  rolled  back  also on the
equivalent basis of 1 new share for each 5 outstanding  shares which reduced the
issued  total to  2,400,200  shares,  with no change to the  capitalized  value.
Following the change in business strategy,  605,000 of these Class B shares were
converted  to Class A shares  further  reducing the  outstanding  share count to
1,795,200 and the capitalized value to $650.

Liquidity:

         The  Company's  liquidity  throughout  the year has been  maintained by
means of three private placements which raised a total of $2,743,000.  As stated
previously,  all of these monies have been used to meet the cash requirements of
the three  acquisitions and the associated  developmental  and support costs. At
year end, the Company is believed to be  adequately  funded with a cash position
of

                                                        15

<PAGE>



approximately  $700,000,  a level  more than  sufficient  to meet its  immediate
obligations and short-term operating needs.

         In September  1997, the Company  completed the Andrade  acquisition for
consideration  of  approximately  $6,900,000  cash and 300,000 shares of Class A
Common  Stock.  In order to finance this new system's  purchase and  operational
needs, the Company  commenced a private  placement of Class A Common Stock (at a
purchase  price of $2.00 per share) in the first quarter of the new fiscal year.
To date, the Company has sold 2,000,000 shares in this offering.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated financial statements of Promax Communications Inc.
are set forth under Item 14 of this filing.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         During the year, the Company's accountants resigned although there were
no matters of  disagreement  at any time prior to their  resignation.  KPMG were
appointed by the Board of Directors in June, 1997 and their audit report for the
year ended June 30, 1997 is attached to this filing.







                                                        16

<PAGE>



                                                     PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Name                                        Age               Position

         o        Steven L. Sinn            51                Chairman, Chief Executive Officer and Director
         o        Minaz Devji               44                Corporate Secretary and Director
         o        Ross Wilmot, C.A.         53                Vice President, Finance and Director
         o        Arlette Siaretta          54                Vice President, Marketing
</TABLE>

o Steven  L. Sinn has been  Chairman,  CEO and  Director  of the  Company  since
February 2, 1997.  For the past two years,  Mr.  Sinn has been an  investor  and
management consultant in the  telecommunications  industry through his privately
held company, Jane Street  Communications,  Inc. From 1983 to 1995, Mr. Sinn was
Chairman and CEO of PageAmerica  Group,  Inc., one of the largest  publicly held
paging  companies in the United  States.  From 1972 to 1983,  he was Senior Vice
President and Director of UA Columbia  Cablevision,  Inc., one of the 10 largest
cable television  companies in the United States, until it was sold in 1983. Mr.
Sinn currently serves as a director of two private  communications  companies, a
broadcast  radio  operation  and a  national  long  distance  reseller.  He  has
previously served as director of USA Network,  a cable television  network,  and
MecklerMedia  Inc., an Internet  media  company and publisher of Internet  World
magazine.

o Minaz Devji has been  Corporate  Secretary  and Director of the Company  since
January 10, 1997. Mr. Devji is a self-employed  businessman  and financier.  Mr.
Devji was involved in St. Philips  Resources  Ltd.,  which owns 40% of the South
Kemess Gold Deposit in British Columbia, Canada, which Royal Oak Mines purchased
in January 1996 for $200 million (Canadian dollars) in cash. He is a Director of
various companies including Paloma Ventures Ltd. and IAS Technologies Inc.

o Ross Wilmot,  C.A. is a self-employed  chartered  accountant and has been Vice
President, Finance and Director of the Company since May 23, 1997. Mr. Wilmot is
also a Director and Vice President,  Finance of Multivision Communications Corp.
and Vice  President,  Finance for Athabaska  Gold Resources  Ltd.,  Breckenridge
Resources  Ltd.,  and Even  Resources  Ltd. Mr.  Wilmot was Treasurer of Canbras
Communications  Corp.  during  its  start-up  period.  He is a  Director  of IAS
Technologies  Inc.,  Harambee  Mining Corp.,  Paloma  Ventures Ltd. and Teledata
Ventures Ltd.

o Arlette  Siaretta has been Vice President,  Marketing since March 1, 1997. Ms.
Siaretta is also one of the controlling  holders and an officer of Casablanca in
Sao Paulo, Brazil. The Board intends to nominate Ms. Siaretta for a Directorship
in the near future.

                                                        17

<PAGE>



ITEM 11.          EXECUTIVE COMPENSATION

         The  following  table  sets  forth  information  with  respect  to  the
compensation  awarded or paid to or earned by the chief  executive  officer  for
services rendered in all capacities to the Company  (including its subsidiaries)
for  1997.  No other  officer  earns in  excess  of  $100,000  per  annum and no
executive  compensation was paid during the fiscal years ended June 30, 1996 and
June 30, 1995.


                                            Summary Compensation Table
                                                Annual Compensation
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                  Name and                                                               Other Annual         All Other
             Principal Position                  Year        Salary         Bonus        Compensation         Compensa
                                                                                                                tion
Steven Sinn...................................   1997           $40,000      Nil               $2,660 (2)        Nil
           Chairman, President and                                  (1)
           Chief Executive Officer
</TABLE>

(1) Mr. Sinn became the Company's Chief Executive  Officer in March 1997, and is
compensated at the rate of $120,000 per annum.

(2)  Represents  the amount  reimbursed  during the fiscal  year for  payment of
insurance premiums.

Proposed Employment Agreements.

         Steven L. Sinn,  the  Company's  Chairman and CEO, is  currently  being
compensated  at the  rate of  $120,000  per  annum  (plus  expenses  and  health
benefits)  pursuant to an informal  agreement to be  superseded  by a definitive
employment agreement with Mr. Sinn to be entered into in the near future.

         The  Company  also  intends  to  enter  into  a  three-year  employment
agreement  with  Arlette  Siaretta  which will  provide for an annual  salary of
$150,000,   $75,000  of  which  will  be  paid  as  an  advance.  As  additional
consideration,  it is  currently  contemplated  that Ms.  Sarietta  will also be
granted  75,000  shares of Class A Common Stock in the first year of service and
225,000 shares in each of her second and third years of service.

         It is also contemplated that Ms. Sarietta's  contract will provide that
upon any new issuance of the Company's  Common  Stock,  Promax shall grant her a
one-year  pre-emptive  option to  purchase  the  number of  shares  required  to
maintain her 12.5% ownership in the Company prior to the issuance of such shares
at an  exercise  price  equal to the  consideration  paid for such newly  issued
shares.  The foregoing terms have been agreed to in principle,  but no agreement
has been executed to date.

         While the Company intends to enter into employment  agreements with Mr.
Sinn and Ms.  Siaretta,  no assurances can be given that such agreements will be
executed.

                                                        18

<PAGE>



ITEM 12.          SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         The  following  table  shows as of August  31,  1997,  the  number  and
percentage of shares of the  Company's  Class A and Class B Common Stock (in the
aggregate),  and held by the  directors and all officers  individually  and as a
group:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                             Number of Shares
Name and Address                             Beneficially Owned (1)                            Percentage
----------------                             ----------------------                            ----------
Steven L. Sinn                                          567,188 (2)                             7.19%
25 Central Park West
New York, NY 10023
Minaz Devji                                             700,000 (3)                             8.88%
1185 West Georgia Street
Vancouver, B.C.  V6E 4E6
Arlette Siaretta                                        800,000 (4)                             10.15%
Avenida Republica do Libano 379
Sao Paulo, Brazil
Ross Wilmot                                                 -0-                                   *
1185 West Georgia Street
Vancouver, B.C.  V6E 4E6
Ashif Motan                                            1,005,000 (5)                            12.75%
965 Old Lillooet Road
North Vancouver, B.C.  V7J 3H6
All officers and                                         2,067,188                              26.22%
directors
as a group (4 Persons)
</TABLE>

--------------------------
Less than 1%

         (1)  Beneficial  ownership is determined in accordance  with Rule 13d-3
under the  Securities  Exchange Act of 1934, as amended and  generally  includes
voting or investment  power with respect to  securities.  Shares of Common Stock
issuable upon the exercise of options,  warrants and convertible notes currently
exercisable  or  convertible  within  sixty  days  are  deemed  outstanding  for
computing  the  percentage  ownership  of the  person  holding  such  options or
warrants,  but are not  deemed  outstanding  for  computing  the  percentage  of
ownership of any other person.

         Unless otherwise indicated, the Company believes that all persons named
in the table have sole investment and voting power with respect to the shares of
Common Stock beneficially owned by them.

                                                        19

<PAGE>



         (2) Includes 200,000 shares of Class A Common Stock,  235,000 shares of
Class B Common  Stock and  immediately  exercisable  options to purchase  132,18
shares of Class A Common  Stock  (71,250 of which are  exercisable  at $0.50 per
share and 60,938 of which are exercisable at $2.00 per share).  Does not include
unvested  options held by Mr. Sinn to purchase  396,563 shares of Class A Common
Stock (213,750 of which are exercisable at $00.50 per share and 182,813 of which
are exercisable at $2.00 per share).  Such options vest at the rate of 25% every
six (6)  months.  The  options  exercisable  at $2.00 per share were  originally
exercisable at $3.25. The exercise price of such options was reduced pursuant to
an oral agreement between the Company and Mr. Sinn.

         (3) Includes 700,000 shares of Class A Common Stock.

         (4) Includes 250,000 shares of Class A Common Stock,  175,000 shares of
Class A Common Stock to be issued in connection  with the Autolink  acquisition,
75,000  shares of Class A Common Stock to be issued  pursuant to Ms.  Siaretta's
proposed  employment  agreement  and  300,000  shares  of Class A  Common  Stock
issuable to Ms. Siaretta upon the closing of the SkyLink  acquisition.  Does not
include  225,000  shares of Class A Common  Stock which may be issued in each of
years two and three of Ms. Siaretta's proposed employment  agreement or warrants
to purchase shares of Class A Common Stock issuable pursuant to an anti-dilution
clause of such agreement.

         (5) Includes  820,000 shares of Class A Common Stock and 185,000 shares
of Class B Common Stock.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In February 1997,  the Company sold 2,000,000  shares of Class A Common
Stock at a price of $0.12  per  share to  certain  Directors  (Steven  L.  Sinn,
200,000  shares;  former  Director  Ashif Motan,  800,000  shares;  Minaz Devji,
700,000 shares and former Director Robert H. Miller,  (via Candide  Investments,
Ltd.),  300,000  shares for gross  proceeds of $240,000.  All of such  2,000,000
shares (except for 130,000 of the shares held by Candide  Investments  Ltd.) are
subject to a written pooling  agreement dated April 23, 1997 whereby the holders
thereof may not sell,  transfer or  hypothecate  them in any manner  whatsoever;
provided,  however,  that 25% of such shares shall be released on April 23, 1999
and the balance on April 23, 2000.

         In March 1997, the Company  completed a private  placement of 1,300,000
shares of Class A Common Stock at a price of $0.50 per share for gross  proceeds
of $650,000.  Ashif Motan  purchased  20,000  shares in this Offering and a fund
("Fund") whose  investment power is held by Patrick  Siaretta,  the adult son of
Arlette  Siaretta,  a Director of the Company,  purchased 200,000 shares in this
Offering.

         In May 1997,  the  Company  completed  a private  placement  of 596,500
shares  of Class A  Common  Stock at a price of  $3.25  for  gross  proceeds  of
$1,938,625.  Pursuant to an oral agreement between the Company and the investors
in such  offering,  the per  share  purchase  price  of  such  offering  will be
retroactively  reduced to $2.00 per share, however. As a result, an aggregate of
372,183 additional shares of Class A Common Stock will be issued to investors in
such offering. The Fund purchased 250,000 shares in this Offering.


                                                        20

<PAGE>



         In July 1997, the Company completed a private placement of 3,800 Units,
each Unit  consisting  of one (1) 12% Secured  Promissory  Note and  warrants to
purchase 250 shares of Class A Common  Stock at $3.25 per share.  Pursuant to an
oral  agreement  between the Company and the  investors  in such  offering,  the
exercise  price of such warrants will be  retroactively  readjusted to $2.00 per
share and the  aggregate  number of warrants  will be  increased  to  1,852,500,
including  308,750 issued to the placement agent as part of its  compensation in
connection with such offering. The Fund purchased 800 Units in this offering.

         The oral  agreements  in the May and July 1997  offerings  contemplated
that the $3.25  purchase price of (or the $3.25 exercise price of any warrant to
purchase) one share of Class A Common Stock in such  offerings  would be reduced
to an amount  equal to the  offering  price per share of Class A Common Stock in
any subsequent  offering of Class A Common Stock. Given that management believes
that market conditions  required that this Offering be priced at $2.00 per share
of Class A Common Stock,  the offering prices and number of shares (or warrants,
as the case may be) have been adjusted in such financings  pursuant to such oral
agreements.

         The  Company  has issued  250,000  shares of Class A Common  Stock as a
commission  to Arlette  Siaretta  regarding the Auto Link  acquisition,  300,000
shares  of  Class A  Common  Stock  as a  finder's  fee  regarding  the  SkyLink
acquisition and is obligated to issue her 175,000 shares of Class A Common Stock
(as part of the purchase price) for her interest in the Auto Link transaction

         The Company may  purchase  certain  services,  such as the use of fiber
optic cables and the use of a satellite  uplink  facility,  from  Casablanca,  a
company controlled by Ms. Siaretta pursuant to a fee schedule to be negotiated.

         The  Company  obtains  the use of certain  office  space in  Vancouver,
Canada  (including the use of telephone and facsimile),  as well as secretarial,
accounting and administrative  services from International  Portfolio Management
Inc. ("IPM"). Ross Wilmot, an officer and Director of the Company, is an officer
of IPM.  Minaz  Devji,  a director of the  Company,  is an affiliate of IPM, but
received no compensation  from and has no ownership in IPM. The Company pays IPM
at the rate of approximately $50,000 per annum for such services.  The Company's
executive  offices in New York are made available  without charge by Jane Street
Communications,  Inc.,  a company  beneficially  owned by Steven  L.  Sinn,  the
Chairman and CEO of the Company.

         All transactions between the Company and a Director, executive officer,
or a 5%  shareholder  of the  Company  must be on terms and  conditions  no less
favorable to the Company than those available from unaffiliated third parties.







                                                        21

<PAGE>



                                                      PART IV


Item 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


REFERENCE                               FORM 10-K ANNUAL REPORT                              PAGE
(a)(1)
                                        Report of Independent Accountants                    F-1
                                        Consolidated Balance Sheets at June 30,              F-2
                                        1997 and 1996
                                        Consolidated Statements of Operations                F-3
                                        and Retained Earnings for the years
                                        ended June 30, 1997, 1996 and 1995
                                        Consolidated Statements of Changes in                F-4
                                        Financial Position for the years ended
                                        June 30, 1997, 1996 and 1995
                                        Notes to Consolidated Financial                      F-5
                                        Statements


(a)(2)                                  The following exhibits are filed herewith:
Exhibit
Number                                  Exhibit
3.1                                     Certificate of Incorporation *
4.1                                     Specimen Certificate of Class A Common Stock *

4.2                                     Specimen Certificate of Class B Common Stock *

10.1                                    AutoLink Purchase Agreement*

10.2                                    Amparo Purchase Agreement *

10.3                                    Servicios Purchase Agreement

10.4                                    SkyLink Purchase Agreement *

21                                      Subsidiaries of the Registrant

                                                        
</TABLE>

* To be filed by amendment

                                                       22

<PAGE>



                      Consolidated Financial Statements of

 

                      PROMAX COMMUNICATIONS INC.
                      (formerly First Canadian Financial Corporation)

 

                      Years ended June 30, 1997, 1996 and 1995

<PAGE>

AUDITORS' REPORT TO THE SHAREHOLDERS



We have audited the  consolidated  balance sheet of Promax  Communications  Inc.
(formerly  First  Canadian  Financial  Corporation)  as at June 30, 1997 and the
consolidated  statements  of  operations  and retained  earnings  (deficit)  and
changes  in  financial  position  for  the  year  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in Canada.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  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.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at June 30, 1997 and
the results of its operations and the changes in its financial  position for the
year then ended in accordance with generally accepted  accounting  principles in
Canada.  As required by the Company Act (British  Columbia),  we report that, in
our opinion, these principles have been applied on a consistent basis.

The  financial  statements  as at June 30, 1996 and for the years ended June 30,
1996 and 1995,  prior to  restatement  for the change in  reporting  currency as
described  in note 2, were audited by other  auditors  who  expressed an opinion
without  reservation on those statements in their report dated October 18, 1996.
We have examined the adjustments  that were applied to restate the 1996 and 1995
financial  statements and in our opinion,  such  adjustments are appropriate and
have been properly applied.

Significant  differences  between the accounting and disclosure  requirements of
Canadian  and  United  States  generally  accepted  accounting   principles  are
quantified and explained in note 11 to the financial statements.



KPMG
Chartered Accountants



Vancouver, Canada

August 29, 1997

                                               F-1
<PAGE>



PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)

Consolidated Balance Sheets (note 1)
(expressed in United States dollars)
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                  June 30,              June 30,
                                                                                   1997                   1996
 
Assets
Current assets:
     Cash and cash equivalents                                             $      735,847         $    395,560
     Accounts receivable and prepaids                                              90,502                 -
     Inventory                                                                     33,858                 -
                                                                                  860,207               395,560

Investment in ArgenTel (note 4)                                                   200,000                 -

Mortgages and loans receivable                                                     26,522              217,497

Equipment (note 5)                                                                201,773                  269

Deferred development costs (note 6)                                             3,175,721                 -

 

                                                                           $    4,464,223             $613,326

 

Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable and accrued liabilities                              $      214,232              $41,549

Subscriptions received in advance of issuance of
   capital stock (note 7)                                                       1,032,109                 -        

Non-controlling interest                                                            9,479                 -
 
Shareholders' equity:
     Capital stock (note 7)                                                     4,027,455              615,807
     Deficit                                                                     (822,371)            (44,030)
     Cumulative translation adjustment                                              3,319                 -
                                                                                3,208,403              571,777
 
Operations (note 1)
Subsequent events (note 12)
 
 
                                                                           $    4,464,223           $  613,326
 
See accompanying notes to consolidated financial statements.
</TABLE>
 
On behalf of the Board:
 
 
Steven L. Sinn         Director


Ross Wilmot            Director
                                       F-2    

<PAGE>


PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)

Consolidated Statements of Operations and Retained Earnings (Deficit) (note 1)
(expressed in United States dollars)

Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                               1997               1996               1995
 
Revenues:
     Subscriber                                        $       16,752        $      -            $      -
     Other                                                     31,636             100,170              102,898
                                                               48,388             100,170              102,898
 
Operating costs:
     Technical operations                                      28,060                -                    -
     Sales and marketing                                      148,956                -                    -
     Administration                                           610,891              52,004               14,692
     Amortization                                              56,839                 116                  166
                                                              844,746              52,120               14,858
 
Income (loss) before the undernoted                          (796,358)             48,050               88,040
 
Other income (expenses):
     Writedown of mortgages and loans                            -                (93,555)                -
     Other                                                     16,086               -                     -
                                                               16,086             (93,555)                -
 
Income (loss) before non-controlling interest                (780,272)            (45,505)              88,040
 
Non-controlling interest                                        1,931               -                    -
 
Net income (loss) for the year                               (778,341)            (45,505)              88,040
 
Retained earnings (deficit), beginning of year                (44,030)             40,045               19,250
 
Dividends paid                                                   -                (38,570)             (67,245)
 
Retained earnings (deficit), end of year                 $   (822,371)        $   (44,030)             $40,045
 

Earnings (loss) per share                                $     (0.43)        $      (0.02)            $   0.04

 
</TABLE>

See accompanying notes to consolidated financial statements.

                                            F-3
<PAGE>




PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)

Consolidated Statements of Changes in Financial Position (note 1)
(expressed in United States dollars)

Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                             1997                          1996                       1995
 
Cash provided by (used in):
 
Operations:
     Net income (loss) for the year                 $        (778,341)            $    (45,505)                     $88,040
     Items not involving cash:
         Amortization                                          56,839                      116                          166
         Non-controlling interest                              (1,931)                      -                          -
     Change in non-cash operating working
       capital                                                 86,353                   38,292                        3,911
                                                             (637,080)                  (7,097)                      92,117
 
Financing:
     Issuance of shares, net of issue costs                 3,889,874                    38,231                     243,955
     Redemption of shares                                    (477,999)                     -                           -
     Dividends                                                   -                      (38,570)                    (67,245)
     Amounts receivable related to the issuance
       of shares                                              (38,030)                     -                            -
     Subscriptions received in advance of the
       issuance of capital stock                            1,032,109                      -                            -
                                                            4,405,954                      (339)                    176,710
 
Investments:
     Investment in ArgenTel                                  (200,000)                      -                           -
     Mortgages and loans receivable                           190,975                   349,238                    (243,195)
     Increase in deferred development costs                  (100,527)                      -                         -       
     Acquisition of equipment, net of disposals              (115,727)                      -                         -  
     Business acquisitions, net of cash
       acquired (note 3)                                   (3,203,308)                      -                         -        
                                                           (3,428,587)                  349,238                   (243,195)
 
Increase in cash and cash equivalents                         340,287                   341,802                     25,632
 
Cash and cash equivalents, beginning
   of year                                                    395,560                    53,758                     28,126
 
Cash and cash equivalents, end of year                   $    735,847              $    395,560                    $53,758
 
</TABLE>

See accompanying notes to consolidated financial statements.
 
                                                        F-4               
<PAGE>



PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

1.   Operations:

Promax Communications Inc. (formerly First Canadian Financial  Corporation) (the
"Company")  was  incorporated  under the laws of British  Columbia as a Mortgage
Investment  Corporation on July 23, 1993. From the date of incorporation through
January,  1997 the Company was engaged in the issuance of  residential  property
mortgages.  On January 22, 1997 an agreement  among  certain  current and former
shareholders  was concluded  which  permitted the Company to initiate a business
strategy of developing paging licenses in Latin America.

By date of April 7, 1997, as subsequently  amended,  the Company entered into an
agreement  with Auto Link Telecom S.A.  ("Auto  Link") to acquire  77.76% of its
issued and  outstanding  capital  stock as  follows:  33.34% of the  outstanding
voting stock (which constitutes 11.10% of Auto Link's outstanding capital stock)
and 100% of the outstanding non-voting stock (all of which constitutes 66.66% of
Auto Link's outstanding capital stock). The Company was also granted irrevocable
and irretractable  option rights with respect to purchasing the remaining 22.24%
of Auto Link's issued and outstanding capital stock (representing  66.66% of the
outstanding  voting stock).  Auto Link holds permits from the Brazilian Ministry
of  Communications  to  operate  paging  services  in Sao  Paulo,  Brazil and 32
surrounding municipalities.  These consolidated financial statements include the
results of Auto Link's  operations  from April 30, 1997 (the  effective  date of
acquisition) to June 30, 1997.

By date of April 30,  1997 the  Company,  through  Auto  Link,  entered  into an
agreement to acquire the Amparo Central de  Telecommunicacoes  ("Amparo") paging
business in Brazil.  At the date of acquisition,  Amparo had  approximately  300
subscribers.  These  consolidated  financial  statements  include the results of
Amparo's  operations  from April 30, 1997 (the effective date of acquisition) to
June 30, 1997.

In  June,   1997,  the  Company   completed  the  acquisition  of  Servicios  de
Telecomunicaciones  S.A.  ("Servicios"),  a company  licensed to provide  paging
services in Bolivia. Servicios had no operations in the year.

To date the Company has generated no net income from its paging business.  These
consolidated  financial  statements have been prepared on a going concern basis,
which assumes the  realization  of assets and  settlement of  liabilities in the
normal course of business.

                                          F-5
<PAGE>


PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 2
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

2.   Significant accounting policies:

The Company  prepares its consolidated  financial  statements in accordance with
generally accepted accounting  principles in Canada. Except as disclosed in note
11, they are also in  accordance,  in all  material  respects,  with  accounting
principles  generally accepted in the United States. The significant  accounting
policies are as follows:

      (a)         Basis of presentation:

The consolidated  financial  statements include the accounts of the Company, and
its direct and indirect wholly-owned  subsidiaries including:  Auto Link, Amparo
and Servicios.  All material  intercompany  balances and transactions  have been
eliminated.  These  consolidated  financial  statements  include  the results of
operations of Auto Link and Amparo from the date of their acquisitions (see note
1).

The preparation of financial  statements in accordance  with generally  accepted
accounting  principles  requires  management to make  estimates  that affect the
reported value of assets,  such as mortgages and loans,  and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

     (b)          Reporting currency:

Because the Company's  operations are now primarily  denominated in U.S.  dollar
based  currencies,  the Company  changed to U.S.  dollar  reporting  in its 1997
financial  statements.  The comparative financial statements for the years ended
June 30, 1996 and 1995 have been restated from Canadian  dollars to U.S. dollars
using a translation of convenience  whereby the June 30, 1996 year-end  exchange
rate of 0.7309 was applied to each of the previously reported figures.

     (c)          Cash equivalents:

Cash  equivalents  are  represented  by short-term  investments  issued by major
financial institutions having original terms to maturity of three months or less
when acquired.

     (d)          Inventory:

Inventory  consists of pagers held for resale which are recorded at the lower of
purchase cost to the Company and net realizable value.

     (e)          Investment in ArgenTel:

The Company's  investment in ArgenTel  Corporation  (note 4) is accounted for by
the cost method.

     (f)          Mortgages and loans:

Mortgages  and loans are stated net of any  allowance  for  credit  losses.  The
Company  has  written  no new  mortgages  since  September,  1995  and has  been
gradually  liquidating its portfolio.  As at June 30, 1997, one mortgage remains
in the portfolio.

                                 F-6
<PAGE>


PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 3
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

2.   Significant accounting policies (continued):

       (g)                 Equipment:

Equipment is recorded at cost and includes all costs of towers, transmitters,
and other equipment. Equipment is amortized over its estimated useful life as
follows:
 
             Assets                               Basis         Life/Rate
 
         Towers and transmitters               straight-line        10 years
         Computer equipment and other          straight-line         5 years
 

     (h)          Deferred development costs:

Deferred development costs are recorded at cost and are being amortized 
on a straight-line basis over their estimated useful life of 10 years.

     (i)          Foreign exchange:

The Company's businesses which operate in other than U.S. dollars are considered
to be  self-sustaining  in  nature.  Accordingly,  assets  and  liabilities  are
translated  into  United  States  dollars at rates of  exchange in effect at the
balance sheet date.  Transactions which impact the determination of earnings are
translated at average  exchange  rates during each  reporting  period.  Exchange
gains and losses arising from the translation of the businesses into U.S.Dollars
are excluded from the  determination of income and disclosed as the  cumulative 
translation   adjustment  in   shareholders'  equity  in  the consolidated
balance sheets. Other exchange gains and losses are included in the
determination of income.

     (j)          Loss per share:

Loss per share is  calculated  based on the  weighted  average  number of common
shares outstanding after giving retroactive effect to the stock consolidation in
the year ended June 30, 1997.

     (k)          Financial instruments:

Financial  instruments include cash and cash equivalents,  accounts  receivable,
mortgages and loans, and accounts payable and accrued liabilities, the estimated
fair values of which do not differ materially from their carrying value.

     (l)          Comparative figures:

Certain  comparative figures have been reclassified to conform with the basis of
presentation adopted in the current year's consolidated financial statements.
 
                                 F-7
<PAGE>


PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 4
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

3.   Business acquisitions:

During 1997 the Company acquired the Auto Link, Amparo and Servicios businesses.
These  acquisitions  have been  accounted  for by the  purchase  method with the
identifiable assets,  liabilities,  revenues and expenses  consolidated from the
date of the respective acquisitions.

The fair value of the consideration on these  acquisitions has been allocated to
the assets acquired and liabilities assumed as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 
                                    Auto Link                Amparo           Servicios                Total
 
     Cash                          $     36                $     656             $   -             $       692
     Other current assets                -                    10,180                 -                  10,180
     Equipment                       20,714                   77,086                 -                  97,800
     Deferred development costs   2,502,876                  138,890              540,000            3,181,766
                                  2,523,626                  226,812              540,000            3,290,438
     Less:
         Current liabilities          1,411                   73,617                 -                  75,028
         Non-controlling interest     8,215                    3,195                 -                  11,410
 
     Net assets acquired         $2,514,000              $   150,000            $ 540,000          $ 3,204,000
 
     Consideration:
         Common shares           $  400,000               $      -              $ 390,000          $   790,000
         Cash, including costs    2,114,000                  150,000              150,000            2,414,000
 
                                $ 2,514,000                $ 150,000           $  540,000           $3,204,000
 

</TABLE>

The Company  holds an  irrevocable  and  irretractable  option to  purchase  the
remaining 22.24% of the issued and outstanding  stock of Auto Link.  Pursuant to
Brazilian  law, the remaining  22.24% cannot be  transferred  until a three-year
operations  period has passed  (expected to occur in September,  1998) and until
the  Ministry of  Communications  approves  the  transfer of the  licenses.  The
aggregate  consideration  due for the remaining  22.24% of Auto Link consists of
500,000 Class A common shares.

4.   Investment in ArgenTel:

On January 10,  1997,  the  Company  loaned  $200,000  to  ArgenTel  Corporation
("ArgenTel").  The  loan  is  non-  interest  bearing  until  after  demand  and
convertible,  at the Company's  option,  into 20% of the issued and  outstanding
stock  of  ArgenTel.   ArgenTel   holds  a  99%  interest  in  Luis  G.  Ledesma
Communicacciones SRL, which is licensed to provide paging services in Argentina.
 

                                           F-8
<PAGE>


PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 5
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

5.   Equipment:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 
                                                                                      1997                        1996
 
     Towers and transmitters                                                 $    101,787                       $   -
     Computer equipment and other                                                 112,383                           643
                                                                                  214,170                           643
     Less accumulated amortization                                                 12,397                           374
 
                                                                             $    201,773                      $    269
 
 
6.   Deferred development costs:
 
                                                                                   1997                           1996
 
     Costs incurred                                                        $    3,220,163                       $   -
     Less accumulated amortization                                                 44,442                           -
 
                                                                           $    3,175,721                       $   -
 
 
7.   Capital stock:

      (a)         Authorized:

            10,000,000                Class A common shares without par value

            10,000,000                Class B common shares without par value

Each  Class A and Class B common  shares  has a right to one  vote.  The Class B
common shares are convertible into Class A common shares at the holder's options
on a one-for-one basis upon payment to the Company of a sum equal to the average
paid-up  capital  per  share  of  Class  A  common  stock  on the  date  of such
conversion.

     (b)          Issued:
 
                                                                                      1997                        1996

                  5,645,173     Class A common shares                           $    4,026,805        $        614,930
                  1,795,200     Class B common shares                                      650                     877
 
                                                                                $    4,027,455        $        615,807
 


</TABLE>

                                            F-9
<PAGE>



PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 6
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

7.   Capital stock (continued):

      (b)         Issued (continued):

         Issued Class A common stock:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 
                                                                                  Number of
                                                                                  shares                Amount
 
         Balance, June 30, 1994                                                 3,048,560       $      332,744
 
         Issued during the year:
              For cash, net of costs                                            2,211,322              243,955
 
         Balance, June 30, 1995                                                 5,259,882              576,699
 
         Issued during the period:
              For cash, net of costs                                              363,439               28,907
              As brokers' fees                                                    117,232                9,324
 
         Balance, June 30, 1996                                                 5,740,553              614,930
 
         Redeemed                                                              (4,397,188)           (477,999)
 
         5:1 consolidation                                                     (1,074,694)                -
                                                                                  268,671              136,931
 
         Issued during the period:
              For cash on:
                  Private placements, net of costs                              3,881,502            2,745,083
                  Conversion of class B common shares                             605,000              342,791
              On business combinations (note 3)                                   790,000              790,000
              As brokers' fees                                                    100,000               12,000
 
         Balance, June 30, 1997                                                 5,645,173       $    4,026,805
 
</TABLE>

Class A common  shares  issued as brokers'  fees are valued at the fair value of
the shares at the date the services are provided.

At June 30, 1997, the Company had entered into  subscription  agreements and had
received  cash  related to the  issuance  of 315,000  Class A common  shares for
aggregate consideration of $1,032,109. 


                                                 F-10
<PAGE>



PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 7
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

7.   Capital stock (continued):

      (b)         Issued (continued):

During the year ended  June 30,  1997 the  Company  was a  defendant  in a legal
action in which certain Class A shareholders sought to have the Company wound up
or, in the alternative, to have their shares valued and repurchased.  The action
was settled by agreement  and as a result the Company  redeemed  4,397,188  pre-
consolidation Class A common shares.
 
         Issued Class B common stock:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 
                                                                                 Number of
                                                                                 shares                    Amount
 
         Balance, June 30, 1994, 1995 and 1996                                 12,001,000            $     877
 
         5:1 consolidation                                                     (9,600,800)                  -
 
         Converted into Class A common shares                                    (605,000)               (227)
 
         Balance, June 30, 1997                                                 1,795,200            $     650
 

</TABLE>

     (c)          Commitments:

At June 30, 1997,  there were  outstanding  options to purchase (i) 285,000 
Class A Common Shares at an exercise price of $0.60 per share and (ii) 325,000
Class A Common Shares at an exercise price of $2.00 per share. These options
expire in 2002.
 

8.   Income taxes:

At June 30,  1997 the  Company  has income tax loss carry  forwards in Canada of
approximately  $850,000  which are available to reduce  taxable income in future
years. The potential  benefits of these loss carry forwards and other deductions
have not been recognized in the accounts.
 
                                F-11
<PAGE>



PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 8
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

9.   Segmented information:

The Company operates in a single industry segment (note 1).  Geographic  segment
information as at and for the year ended June 30, 1997 are as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 
                                                                           Latin
                                                         Canada           America               Total
 
     Revenues                                    $       31,636      $       16,752       $       48,388
 
     Loss for the period                                324,077             454,264              778,341
 
     Total assets                                     1,036,536           3,427,687            4,464,223
 
</TABLE>

In the years ended June 30, 1996 and 1995, the Company operated only in Canada.
 

10.      Related party balances and transactions:

Included in accounts payable is $17,215 (1996 - $6,578) due to related parties.

Included in expenses for the year ended June 30, 1997 are management, consulting
and administration fees of $86,000 (1996 - $nil; 1995 - $nil) charged by related
parties.
 

11.      Reconciliation to United States accounting principles:

The basic  consolidated  financial  statements  have been prepared in accordance
with generally accepted accounting  principles in Canada which differ in certain
respects from those  accounting  principles  that are generally  accepted in the
United  States.  The  significant  differences to these  consolidated  financial
statements are set out below.

(a) For United  States  accounting  purposes,  the Company has adopted SFAS 109,
"Accounting  for Income  Taxes".  The  adoption of SFAS 109 had no effect on the
Company's  financial  position or results of operations as the future benefit of
loss carry forwards would be fully offset by a valuation allowance.
 
(b) For United  States  accounting  purposes,  capital stock issued for non-cash
consideration,  including on the  acquisition  of businesses and as broker fees,
are  non-cash  transactions  which  would  be  excluded  from  the  consolidated
statements of changes in financial position and reported separately.

(c) In accordance  with the provision of SFAS 123  "Accounting  for  Stock-Based
Compensation", for United States  accounting  purposes the Company  applies the
provisions of APB Opinion No. 23 to the  measurement and recognition of value of
stock-based compensation.

                                          F-12       
<PAGE>

PROMAX COMMUNICATIONS INC.
(formerly First Canadian Financial Corporation)
 
Notes to Consolidated Financial Statements, page 9
(expressed in United States dollars)
 
Years ended June 30, 1997, 1996 and 1995
 
 

12.      Subsequent events:

      (a)         Skylink:

Subsequent  to June 30, 1997,  the Company,  through Auto Link,  entered into an
agreement  to  acquire   77.76%  of  the  paging   business  of  Andrade   Gomez
Communicacioes  S.A.  operating  under  the  name  Skylink  ("Skylink")  and  an
irrevocable option to acquire the remaining 22.24% of Skylink.  Skylink provides
service to approximately  9,500  subscribers in greater Sao Paulo,  Brazil.  The
aggregate consideration for the Skylink acquisition is approximately  $6,850,000
in cash plus 300,000 Class A common shares, subject to adjustment for changes in
the number of valid  subscribers  acquired.  A finder'  fee of 300,000  Class A
common  shares is payable to a director  of the  Company.  The first  payment of
$3,500,000  was made in July,  1997 with the remaining  $3,350,000 to be paid in
September,  1997. Funds for the first payment were generated from available cash
and cash  equivalents at June 30, 1997 and a bridge loan in the principal amount
of  $3,800,000  consisting  of 3,800 units from a private  placement.  Each unit
consists of a secured  one-year 12%  promissory  note and an 18 month warrant to
purchase 250 Class A common  shares at $3.25 per share.  The Company  intends to
amend, subject to regulatory  approval,  the warrant exercise price to be $2 per
share.

     (b)          Offering:

The Company has  prepared an offering  memorandum  for the offering of 7,000,000
Class A common  shares at an offering  price of $ 2 per share.  The net proceeds
from this  offering are intended to be applied to the  completion of the Skylink
acquisition,  to repay the bridge loan of $3,800,000  entered into in July 1997,
to purchase paging equipment,  pagers and paging infrastructure  equipment,  and
for general working capital purposes.

                                    F-13
<PAGE>

SIGNATURES

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

                                       PROMAX COMMUNICATIONS INC.

                                       By:   /s/ Steven L. Sinn
                                                 Steven L. Sinn,
                                        President and Chief Executive Officer

Date: September 30, 1997

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Signature                               Title  
                                                                                   Date
 /s/     Steven L. Sinn                 Chairman, President, Chief Executive      9/30/97
                                        Officer, and Director (Principal
                                        Executive Officer)

 /s/     Minaz Devji                    Corporate Secretary and Director          9/30/97
        
 /s/     Ross Wilmot                    Vice President, Finance and Director      9/30/97
                                       (Principal Financial Officer)

</TABLE>



                                                        24