SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 [No Fee Required]

For the fiscal year ended March 31, 1998

[    ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
        Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission file number 0-24408

                            INTERJET NET CORPORATION


              (Exact name of small business issuer in its charter)

        DELAWARE                                       33-0611753
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

13405 NW Freeway, Suite 228
  Houston, Texas                                              77040
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:               (713) 462-4222
                                                             -------------------

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

Securities registered pursuant to Section 12(g) of the Act:  
                         Common Stock, par value $.001
                         -----------------------------

           Indicate  by check mark  whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter  period that the issuer
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.
                                                             YES   X        NO

           Check if disclosure  of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ X ]

           State issuer's revenues for its most recent fiscal year:  $147,057

           The aggregate market value of the voting stock held by non-affiliates
of the issuer as of July 13, 1998 was equal to $55,545,883  based on the average
bid and ask price of $10.375.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of July 13, 1998:

Common Stock, $.001 Par Value - 13,504,282 shares

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE





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                                     PART I

Item 1.   DESCRIPTION OF BUSINESS

The Business

Interjet Net Corporation (the "Company" or "IJNT") is engaged in the business of
providing  wireless  Internet access through microwave  technology.  The Company
also offers dial-up Internet access,  web site design and web hosting  services.
The  Company's  Salt Lake City  business  (the  "Salt  Lake  System")  commenced
offering access in July 1997. This system now offers one-way  wireless,  two-way
wireless,  dial-up access and web site design and hosting services.  As of March
31, 1998,  the Salt Lake System  serviced  over 500  subscribers.  The Company's
business in Beaumont,  Texas (the "Beaumont  System")  offers  one-way  wireless
Internet  access,  dial-up  Internet  access,  web site  design and web  hosting
services.  The Beaumont  System  served over 100 users as of March 31, 1998.  On
January 1, 1998, the Company acquired Access  Communications,  Inc.  ("Access").
Access was in the  business  of  providing  dial-up  Internet  access and served
approximately  1,800  subscribers in the Houston,  Texas area at the time of the
acquisition.  The  Company is  currently  designing  the  wireless  system to be
installed in Houston and expects to be offering  wireless  Internet  services in
the  Houston  market in July of 1998.  The  Company  intends to open  additional
markets as well as acquire additional licenses.

The Company has entered  into two  acquisitions  of web hosting  businesses  and
Internet  Service  Providers  since  March  31,  1998.  See  "ITEM 13 -  Certain
Transactions  and  Subsequent  Events." The Company is currently in  discussions
with other  Companies and is pursuing  additional  acquisitions in order to grow
its customer base and market influence.

The  corporate  offices of the Company  are located at 15554 FM 529,  Suite 123,
Houston, Texas 77095, and its telephone number is (713) 462-4222.

Background

The Company was incorporated in the State of Delaware under the name Picometrix,
Inc. on June 11, 1992 and authorized 20,000,000 shares of $0.01 par value common
stock.  On June 30, 1997 the Company  effected a  2.3399365-for-1  share forward
stock split.  The split increased the total  outstanding  shares from 579,600 to
1,356,377.  On  August  8,  1997 the  Company  issued  9,964,286  shares of post
forward-split  stock to InterJet Net in conjunction  with the purchase of all of
the  outstanding  stock  of  InterJet  Net,  Inc.   Immediately   following  the
acquisition  of  InterJet  Net,  the Company  changed  its name to Interjet  Net
Corporation  and conducted a private  placement of 680,000  shares of its common
stock at a price of $1.95 per share.  This  offering was completed on August 27,
1997.

Overview

The Interjet Net system operates over a wireless spectrum  allocated by the FCC,
specifically  in the microwave  frequency of 2.4-2.7 Ghz bandwidth.  In the Salt
Lake City area,  Interjet Net has leased  frequency  for ten years from an MMDS,
Hispanic Information Telecommunications Network, Inc. ("HITN"). The HITN antenna
is currently located in downtown Salt Lake City but is intended to be moved to a
new site on Farnsworth Peak, which is in the line of sight to substantially  all
of the  population  area of Greater Salt Lake City.  The antenna  operates at 10
watts and the space for the antenna is licensed from a local television station.
The  topography  of the  Salt  Lake  City  area  gives  excellent  line of sight
transmission to the entire  population  area of 1.3 million.  The Salt Lake City
metropolitan  area is rapidly  growing,  with a concentration of high technology
enterprises.  The Company  began  testing  the signal for the  one-way  wireless
system in June of 1997 and began  selling  the  service  in  September  of 1997.
During the first quarter of 1998,  the Company began offering  two-way  wireless
Internet access, dial-up Internet access, web site design and web hosting. It is
the  intention  of the Company to offer this full array of Internet  services in
all markets.

Industry Overview




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The Internet, a network of hundreds of interconnected,  separately  administered
public and commercial networks,  has emerged as a global  communications  medium
enabling   millions  of  people  to  share   information  and  conduct  business
electronically.  During  the past few  years,  the  number  of  Internet  users,
advertisers and content developers and businesses online has grown dramatically.
With readily-available,  low-cost Internet access,  consumers and businesses are
making  increased use of Web browsers,  electronic  mail,  corporate  intranets,
telecommuting, online advertising and electronic commerce. According to Wireless
Broadcasting  Magazine,  there are over 12 million  Internet users in the United
States.  According to Jupiter Communications,  the number of Internet households
worldwide  will grow from an  estimated  23.4 million in 1996 to 66.6 million by
2000.  The Company  believes  that this growth in the number of users will drive
more substantial  increases in both Internet  advertising,  which  International
Data Corporation  ("IDC")  estimates will grow from $181 million in 1996 to $2.9
billion in 2000, and Internet commerce,  which IDC estimates will grow from $318
million in 1995 to $95 billion in 2000.

Internet usage continues to be stimulated by a number of factors,  including the
emergence  of the World Wide Web,  the  increasing  sophistication  of  Internet
browsers and  Web-enabled  software,  the  availability  of low-cost,  flat-rate
pricing for Internet access and online services,  and the wealth of increasingly
useful information  published on the Internet.  Increased Internet usage and the
availability  of powerful  new tools for the  development  and  distribution  of
Internet content have led to a proliferation of Internet-based services, such as
advertising,  online  magazines,  specialized news feeds,  interactive games and
educational and entertainment applications,  that are increasingly incorporating
multimedia  information  such as video  and  near-CD-quality  audio  clips.  The
Internet has the  potential to become a platform  through  which  consumers  and
businesses easily access rich multimedia information and entertainment, creating
new sources of revenue for advertisers,  content  providers and businesses.  The
growth of Internet  advertising and commerce depends, in part, on the ability of
advertisers and online merchants to deliver a compelling  multimedia  message to
attract viewers and potential customers.

It is estimated that  approximately 40% of US households have personal computers
and that 60% of  businesses  already  have  Internet  access or will have access
within  one year.  Almost  all of the access is  provided  over local  telephone
company circuits,  most of which are limited by current  technology to providing
56 Kbps access. Many telephone companies also offer ISDN telephone service, with
128 Kbps or T-1 lines,  with 1.4 Mbps, but such lines are not available in every
area and are more expensive.  Currently,  the typical Internet user uses a modem
with 14.4 Kbps to 33.6 Kbps capabilities. In early 1997, dial-up modems offering
a peak data transmission  speed of 56 Kbps were introduced for use with ISP/OSPs
over existing  telephone  lines,  although many ISP/OSPs do not yet support this
transmission  speed.  The lack of a  universal  standard  has slowed the rate of
adoption  of  faster  modems.   Integrated  Services  Digital  Network  ("ISDN")
technology  enables a peak data transmission  speed of 128 Kbps between the user
and the ISP/OSP  over  specially  conditioned  telephone  lines.  Although  ISDN
technology has been available for several years, it has not been widely deployed
due primarily to its high costs.  Asymmetric Digital Subscriber Line ("ADSL") is
currently the most prominent  implementation of Digital Subscriber Line ("xDSL")
technology,  an emerging  telecommunications  protocol  originally  developed to
deliver video on demand.  ADSL enables peak data transmission speeds of 8.4 Mbps
downstream  from the ISP/OSP to the user and 640 Kbps  upstream from the user to
the ISP/OSP;  however,  typical implementations realize substantially lower data
transmission  speeds.  ADSL access is priced  significantly  above other  access
services  and is not  expected to be widely  available  in the near term.  Cable
modem technology offers data transmission at speeds of 10 Mbps downstream and 10
Mbps  upstream,  with  speeds  comparable  to wireless  available  only in those
metropolitan  areas where  hybrid  fiber-coaxial  ("HFC")  cable is installed at
significant cost. The perceived  advantage of cable modem access to the Internet
is the availability of current infrastructure.  However,  businesses,  which are
the heaviest users of Internet services,  are not typically wired for cable, and
cable  companies  are already  laden with debt and are burdened  with a negative
consumer perception.

Satellite-delivered  approaches  such  as  direct  broadcast  satellite  ("DBS")
currently  provide  a peak data  transmission  speed of  approximately  400 Kbps
downstream  and rely on dial-up  modems and the  telephony  network for upstream
transmission ("telephone return"). These approaches have scaling limitations due
to the  necessity  of  dividing a finite  amount of  satellite  bandwidth  among
subscribers  in a  broad  geographic  area.  Other  wireless  offerings  rely on
ground-based radios instead of satellites.  Such offerings include  multichannel
multipoint  distribution service ("MMDS"),  low power television stations in the
VHF bandwidth ("LPTV") and local multipoint distribution service ("LMDS"), which
are one-way and two-way  high-bandwidth  wireless digital broadcasting  systems,
respectively. MMDS and LMDS are not yet widely available,



<PAGE>



require  unobstructed   "line-of-sight"   transmission  paths  and  may  require
additional radio frequency  spectrum  allocations,  an entirely new distribution
infrastructure and new equipment (including specialized radio modems).

Competition

The  markets  for  consumer  and  business   Internet   services  are  extremely
competitive,  and the Company  expects that  competition  will  intensify in the
future.  The  Company's  most  direct  competitors  in these  markets  are ISPs,
national long distance  carriers and local exchange  carriers,  wireless service
providers, OSPs and Internet content aggregators.  Many of these competitors are
offering (or may soon offer) technologies that will attempt to compete with some
or all of the Company's  high-speed data service  offerings.  Such  technologies
include Integrated Services Digital Network ("ISDN") and Digital Subscriber Line
("xDSL").   The  Company  also  competes  with  other  wireless,   telephone  or
cable-based data services.  The bases of competition include transmission speed,
reliability of service, ease of access, price/performance,  ease-of-use, content
quality, quality of presentation, timeliness of content, customer support, brand
recognition and operating  experience.  ISPs,  such as BBN Corporation  ("BBN"),
Earthlink   Network,   Inc.   ("Earthlink"),    MindSpring   Enterprises,   Inc.
("MindSpring"),  Netcom On-Line  Communications  Services,  Inc.  ("Netcom") and
PSInet Inc. ("PSInet"),  provide basic Internet access to residential  consumers
and businesses, generally using existing telephone network infrastructures. This
method is widely available and inexpensive. Barriers to entry are low, resulting
in a highly  competitive  and fragmented  market.  Long distance  inter-exchange
carriers,  such as AT&T Corp. ("AT&T"), MCI Communications  Corporation ("MCI"),
Sprint Corporation  ("Sprint") and WorldCom,  Inc.  ("WorldCom"),  have deployed
large-scale  Internet  access  networks  and sell  connectivity  to business and
residential customers. The regional Bell operating companies ("RBOCs") and other
local  exchange  carriers have also entered this field and are  providing  price
competitive services,  and cable television companies are also offering Internet
access.   Many  of  such   carriers   are  offering   diversified   packages  of
telecommunications  services,  including Internet access service, to residential
customers and could bundle such services together, which could place the Company
at a competitive disadvantage.

Wireless  service  providers,  including  AT&T and Hughes Network  Systems,  are
developing  wireless  Internet  connectivity,  such as  multichannel  multipoint
distribution  service,   local  multipoint   distribution  service  and  digital
broadcast  satellite.  OSPs  include  companies  such as  America  Online,  Inc.
("America Online"), CompuServe Corporation ("CompuServe"), Microsoft's Microsoft
Network ("MSN"),  Prodigy,  Inc.  ("Prodigy") and WebTV Networks Inc.  ("WebTV")
(which has agreed to be acquired by Microsoft)  that provide,  over the Internet
and on proprietary online services,  content and applications  ranging from news
and sports to consumer video conferencing. These services are designed for broad
consumer access over telecommunications-based  transmission media, which enables
the provision of data services to the large group of consumers who have personal
computers with modems.  In addition,  they provide basic Internet  connectivity,
ease-of-use and consistency of environment.  In addition to developing their own
content  or  supporting  proprietary  third-party  content  developers,   online
services often  establish  relationships  with  traditional  broadcast and print
media outlets to bundle their content into the service, such as the relationship
of Microsoft with NBC to provide  multimedia  news and  information  programming
over both cable television and MSN.

Content  aggregators  seek to provide a "one-stop"  shop for Internet and online
users. Their success depends on capturing audience flow,  providing  ease-of-use
and offering a range of content that appeals to a broad audience. Their business
models are  predicated on attracting  and retaining an audience for their set of
offerings.  Leading  companies in this area include America Online,  CompuServe,
Excite, Inc. ("Excite"),  Microsoft and Yahoo! Inc. ("Yahoo!").  In this market,
competition  occurs in acquiring  both content  providers and  subscribers.  The
principal bases of competition in attracting  content  providers include quality
of demographics, audience size, cost- effectiveness of the medium and ability to
create differentiated experiences using aggregator tools. The principal bases of
competition in attracting  subscribers  include  richness and variety of content
and ease of access to the desired content.  The proprietary online services such
as America  Online,  CompuServe  and MSN have the advantage of a large  customer
base, industry experience, many content partnerships and significant resources.

Many cable system  operators have developed their own  cable-based  services and
market those services to unaffiliated  cable system  operators that are planning
to deploy data services.  Several cable system operators,  including Time Warner
Inc.  ("Time Warner") and the  Continental  Cablevision  subsidiary of U S WEST,
Inc. ("US West"),  have deployed  high-speed Internet access services over their
existing  local HFC cable  networks.  Specifically,  Time  Warner,  which is the
second



<PAGE>



largest cable company in the United States,  has established its own cable-based
ISP with proprietary  content,  called Road Runner,  which features a variety of
Time Warner  publications  and  services.  Time Warner  plans to market the Road
Runner service through Time Warner's own cable systems as well as to other cable
system  operators  nationwide.  Continental  Cablevision  has developed  another
service  called Highway One, which offers  high-speed  Internet  services to its
existing customers.  Others that have publicly announced limited-area trials for
their own cable-based Internet services include Adelphia,  BellSouth Corporation
("BellSouth") and Jones  Intercable,  Inc. ("Jones  Intercable").  Some of these
companies such as Time Warner have their own substantial libraries of multimedia
content and the other competitors could establish  strategic  relationships with
content  providers,  which could  provide  them with a  significant  competitive
advantage.

Many of the Company's  competitors and potential  competitors have substantially
greater financial,  technical and marketing resources,  larger subscriber bases,
longer  operating  histories,  greater  name  recognition  and more  established
relationships  with  advertisers and content and application  providers than the
Company.  Such  competitors  may be able to undertake more  extensive  marketing
campaigns,  adopt more aggressive pricing policies and devote substantially more
resources to developing  Internet  services or online  content than the Company.
There can be no assurance that the Company will be able to compete  successfully
against current or future competitors or that competitive pressures faced by the
Company will not materially  adversely affect the Company's business,  operating
results or financial  condition.  Further, as a strategic response to changes in
the competitive  environment,  the Company may make certain pricing,  service or
marketing decisions or enter into acquisitions or new ventures that could have a
material  adverse  effect  on  the  Company's  business,  operating  results  or
financial condition.

Regulatory Environment

The  Company's  services  are  subject to  current  regulations  of the  Federal
Communications  Commission  (the "FCC") with  respect to the use of its wireless
access.  In  addition,  changes in the  regulatory  environment  relating to the
Internet  connectivity  market,  including  regulatory changes that, directly or
indirectly,  affect  telecommunications costs, limit usage of subscriber-related
information or increase the likelihood or scope of competition from the RBOCs or
other telecommunications companies, could affect the prices at which the Company
may sell its services. For example,  regulations recently adopted by the FCC are
intended to subsidize  Internet  connectivity  rates for schools and  libraries,
which could affect demand for the Company's services. The Company cannot predict
the impact, if any, that future  regulation or regulatory  changes might have on
its business.

Business Strategy

The Company is one of few companies currently offering wireless  applications to
access the  Internet.  The  opportunity  for this  application  over a wide area
became  available  only a  little  more  than  18  months  ago  when a  wireless
downstream  application  for Internet  access was announced.  This technology is
built around a headend  (Point of Presence or "POP") that is then connected to a
microwave transmitter located in the 2.5-2.7 Ghz- bandwidth range. The Salt Lake
System was one of the first systems of this kind built in the country.

Although the one-way system works well, it is a "downstream" only  transmission.
A  customer  is  still  tethered  to a phone  line  through  an ISP to  transmit
information onto the Internet backbone.  The return information is then obtained
by high-speed return. Recently,  however, newer technology has provided wireless
two-way  applications  that the  Company  has also  installed  in the Salt  Lake
System. With wireless two-way a customer eliminates the phone company altogether
and is provided  high-speed  up and down the pipe.  The  customer's  computer is
always on the Internet with  virtually no delays in  downloading  any file.  The
two-way  system  also  opens  the  door to  telephone,  videoconferences,  and a
wide-range of other applications.

The Company has positioned  itself as presumably the only full service  wireless
company  in the  country  that  offers all  Internet-related  service as well as
high-speed connectivity.  From its core business of high-speed wireless Internet
access to  standard  ISP  accounts  and Web  design and  hosting  that is either
sophisticated or relatively simple, the Company is in a position to provide full
service to the entire  community of Internet users.  It is the Company's  belief
that it has become the  Internet  provider of the  future--a  provider  that can
serve each customer's



<PAGE>



full needs with a  powerful,  unique  tool with  high-speed,  two-way,  wireless
high-speed Internet access as the business core.

In the Company's view:

    *There is a huge and rapidly  growing  market demand for  high-speed
     Internet  access that is  satisfied  by the  Company's  wireless  products.
    *Two-way wireless solutions provide a high  growth-potential  market
     that is early in its evolution.
    *High scalability is achievable within two years.
    *The Company's wireless approach has a potentially national and global 
     application.
    *Wireless applications can cut infrastructure cost by as much as 50%, thus 
     reducing equipment cost dramatically.
    *The Company must act as a full-service ISP with wireless solutions as its 
     unique niche.
    *The current market focus of the Company is small to mid-size businesses and
     high-end Internet users.

Wireless Network Solutions

The core  business of the  Company is to provide  high-speed  wireless  Internet
access to businesses and high-end  individual  users.  Such primary  targets are
Multiple Dwelling Units (apartments,  condominiums),  commercial buildings,  and
telecommuters. The application of each of these units is better shown by example
than discussion.

A large apartment  complex or condo is linked to the Company's  wireless two-way
headend and ISP rather inexpensively.  Then cable is run to each unit within the
building,  similar to phone or cable wiring. Each of those units is now ready to
receive the Company's signal and an individual  secure link to the Internet.  As
the  Company  becomes  the  customer's  ISP as well as their  high-speed  access
provider and Web host, the customer  eliminates  second phone line charges,  ISP
fees and the necessity to purchase a traditional phone modem. For about the same
cost per month,  that user can receive  high-speed access with savings which the
Company contends can't be matched by any other service available today.

Another  example  with  a  current  client  of  the  Company,  is  the  Overland
Corporation  in Salt Lake  City.  The  Company  wired  Overland's  new 100+ unit
apartment complex. The Company anticipates that at least 50% of the unit rentals
will subscribe to the Company's service. Thus, the building should produce about
$2500  per  month or  almost  $30,000  per year  into  the  foreseeable  future.
Construction costs, building wiring, and antennas totaled about $15,000.

Commercial  buildings are similar,  such as the Judge  Building in the Salt Lake
System.  The  Company  has an  agreement  with the owners of this  property  (40
business  tenants)  to provide  wireless  T1 service to all the  tenants.  It is
anticipated  that the average price per tenant for this high-end service will be
about $400 per tenant.  The tenants will be able to subscribe for service from a
64Kbps to a full T-1 at far less than phone rates.

Another  example  of  high-end   Internet  use  is  the  growing   telecommuting
industry--the home-office user that must have high-speed access.

These  examples are  representative  of the customer  base for the Company.  The
initial growth and experience indicate that the Company's wireless approach is a
product that is better, cheaper, and faster than any current competition.

Internet Service Provider

Wireless Internet access solutions are the core of the Company's  business.  The
sales  efforts  of the  Company  made it  clear,  however,  that  most  business
executives want a full service  provider.  The Company  believes that businesses
generally want an Internet provider that has the ability to address all Internet
needs in full, not



<PAGE>



partially.  InterJet Net does that with the wireless  system,  dial-up access as
well as web site services as value-added items.

The  Company  believes  that the dial-up  subscribers  are  important.  They may
eventually want to upgrade as they become more active on the Internet and as the
price of wireless modems fall.

Marketing

Although  the  Company  expects the bulk of its new  subscribers  will come from
acquisition,  local  sales  and  marketing  are  also an  intricate  part of the
Company's  growth  plan.  Local  marketing  will  give the  Company  brand  name
recognition that will lead to wireless system sales.

The Company's ISP marketing  strategy is built around local  activity with local
radio, TV, newspapers, and retail computer stores. The computer store program is
the most  productive.  The Company has forged  relationships in its markets with
businesses  that  influence  the  purchasing  decisions  of its  primary  target
customers for ISP services. Partnerships with computer stores include:

               In-store demonstration of our high-speed wireless connection.
               Joint marketing and advertising.
               In-store POP displays.
               Internet Education classes at computer retail outlets.
               Special Promotions and Event Sponsors.
               Reseller Agreement with Revenue.

The Company has such  relationships  with  several  resellers  in the  Company's
various markets.

Web Development, Design, and Hosting

Web sites are business tools that can  dramatically  improve  customer  service,
expand  marketing  efforts,  and reduce  marketing and support cost. The Company
currently  hosts about 500 Web sites in its Salt Lake City,  UT,  Beaumont,  TX,
Houston,  TX and Newport Beach,  CA offices.  It is a relatively low maintenance
and profitable side of the business.  The Company also builds  "designer"  sites
tailored for the  individual  client and  administered  on a daily,  weekly,  or
monthly basis.

Network Integration Solutions

The Company  provides  network  solutions,  consulting,  and integration for its
wireless  clients.  Computer  networks are  continuing  to be key to the flow of
information  within  corporations and thus are mission critical to the Company's
customers.  The Company is committed to providing the latest up-to-date training
and  certifications  for our  personnel,  thus  providing our  subscribers  with
assurances of top level expertise in the industry.

The Company's  networking  engineers  specialize in the development of Wide Area
Networks (WAN),  Metropolitan,  and Local Area Networks (LAN), including network
integration of all computer systems  platforms.  Corporate  experience  includes
in-depth working knowledge of routing/switching technology, including Breezecom,
Lucent Technologies,  Bay Networks, Ascend Communications,  Hybrid Networks, and
others in dealing  with the design and layout of LAN and WAN  environments.  The
Company has developed LAN/WAN environments utilizing large-scale  deployments of
the Major LAN Network Operating Systems.




<PAGE>



Network Support

The Company  provides ongoing  day-to-day  support for all products and services
offered.  This support  includes  complete  management of hardware and software,
help-desk  functionality,  and support of all individual  components relating to
integration,   Internet,  telecommuting,  and  in-band  video  conferencing  and
products  (non-proprietary  and  proprietary)  of the Company.  Support is often
aided by the use of network  analyzers  and  management  stations,  which can be
supplied  by the  Company or provided by the  customer.  The  Company's  support
includes software and hardware upgrades for systems and networks. Future product
evaluations  are also  part of the  support  service.  Building  the  customers'
knowledge concerning networks is a specific goal of training,  and documentation
can be included as part of the support  phase of the  contract.  The Company has
close ties with each of the major hardware and software  independent vendors and
maintains an excellent reputation as a quality service and support provider.

Telecommuting and Video Conferencing Services

The Company provides  telecommuting and in-band video  conferencing  services to
corporate users within a corporate entity to allow for employees of customers to
work seamlessly outside the corporate  location.  Currently,  the Company offers
such telecommuting and in-band video conferencing services as an ongoing feature
of its services. The Company continues to develop its offerings by utilizing new
technology, as it becomes available in this emerging market. It is expected that
telecommuting  and in-band video  conferencing will increase the revenue base of
the  Company.  The Company  believes  that it has a strategic  advantage in this
emerging  market by having the ability to integrate  various  vendor-independent
products to provide a seamless integrated package to the customer.

Product and Services

The Company  provides a wide array of Internet  and data  services  ranging from
basic  single-user  dial-up  accounts  to Web  hosting  and design to  elaborate
corporate  data  transfer  solutions.  In basic  terms,  the Company  provides a
connection  to the  Internet  and various  related  services  to help  companies
promote their business on the Internet.

The Company's  quality and reliable  service  begins with its  connection to the
Internet.  In each of its operating markets, a high-speed  connection to a major
Internet  backbone  provider  is  part  of the  Company's  system.  The  Company
currently  uses  UUNET,  which is  currently  the  largest  carrier of  Internet
traffic.  The Company uses  multiple T-1s in Houston and Beaumont and a T-3 line
in Salt Lake City to ensure that customer  traffic gets to and from the Internet
quickly and reliably.

The  Point-of-Presence  ("POP") is where the data is routed between the Internet
and local users.  The Company's  POPs use the latest in technology and equipment
from  manufacturers  which include Unix and NT servers,  Cisco routers,  digital
modems  by  Ascend  and  Lucent  Technologies,  and  computer  hardware  by  Sun
Microsystems,  Dell Computer, and other reputable manufacturers.  To operate the
POPs,  the Company has hired a staff that is fluent in Unix,  NT, and  MacIntosh
platforms.  In  addition  to  qualified  network  administrators,   the  Company
maintains  support/customer  service staff in-house to care for the needs of its
business and residential customers.

Dial-Up Connections

The simplest  connection to the Internet is the dial-up account.  This method of
service  connects  the  user to the  Internet  through  the  use of a modem  and
standard telephone line.  Currently,  users can connect via dial-up at speeds up
to 56 Kbps. The Company  supports  these users through the use of  sophisticated
modem banks at the POP that send data through a router and out to the  Internet.
The  Company   supports  the  higher  speed  56K  and  ISDN   connections   with
state-of-the-art  digital  modems.  With a dial-up  connection,  a user can gain
access to the Internet for e-mail, World Wide Web ("WWW"), FTP, newsgroups,  and
a variety of other useful applications.




<PAGE>



User-to-Modem Ratio

A dial-up  connection  requires  the use of a modem on the  customer  side and a
modem at the POP. The customer  normally owns his or her modem. The modem at the
POP side of the connection is owned and maintained by the ISP. These modems come
in a chassis,  or "bank," that holds multiple modems, such as the Ascend 4000 or
Portmaster PM3. Each time a dial-up customer connects, he or she uses one of the
limited number of modems at the POP. Once all the modems are in use,  subsequent
users will get busy signals. Most ISPs maintain a user-to- modem ratio of 8-to-1
to 12-to-1.  ISPs using a higher  ratio will most  likely  have users  that,  at
times, cannot connect to the POP or must wait for modems to become available for
use. In IJNT markets,  the Company maintains a user-to-modem ratio that is below
the industry average of 10-to-1.

Dedicated Dial-up Connections

For the user who needs to be connected  immediately  to the Internet 100% of the
time, the Company offers dedicated dial-up  connections.  This service basically
sets aside one dial-up  modem for the customer,  guaranteeing  that the customer
can always get a connection when needed.

Leased Line Connections

Many  businesses  and some  individuals  have a need for more  bandwidth  to the
Internet in order to support an entire  network of users or a busy Web site. The
Company has the capacity to sell a leased line connection to users.  This method
of connection gives the user a full-time  high-speed (up to 1.5 mbps) connection
to the  Internet  through  the POP.  The leased line  solution  comes at greater
expense to the user, who must lease a specially dedicated line from its location
to the POP.  These lines are leased  through the  telephone  companies at a high
installation  and  monthly  fee.  It is the  Company's  preference  to offer the
customer a two-way wireless connection, thus capturing telephone company revenue
and saving the customer money.

 Downstream Wireless System

Currently, IJNT is operating a high-speed wireless service in the Salt Lake City
area.  The system was launched in November 1997 and has  experienced  success in
the first  six  months of  service.  This  system  uses a  land-based  microwave
transmitter  to deliver  Internet data to businesses  and homes at up to 10Kbps.
Whereas  the  downstream  data flow is carried  on a  microwave  frequency,  the
upstream  data flow  returns to the POP via  traditional  telephone  lines.  The
service is best suited for the business or home user who pulls large  amounts of
information  from the Internet.  Studies show that the download  requirements of
almost all users far  outweigh  the  upload  needs,  making  this  service  very
desirable for almost all Internet  users,  but  especially  high-end and "power"
Internet users.

To provide the downstream wireless service, the Company places a small microwave
receive  antenna  and  frequency  downconverter  at the user site.  The  receive
antenna is cabled via standard RG-6 coaxial cable to a specialized,  proprietary
modem.  The modem connects  directly to the user's computer or network through a
normal 10BaseT Ethernet connection.

Wireless T1

The Company offers  "wireless T1" service to those  businesses that have greater
bandwidth needs. The wireless T1 is a point-to-point  microwave  connection from
the POP to the user's site.  The  bi-directional  connection can be throttled or
metered  to  allow  competitive  service  to  an  expanded  coverage  area.  The
technology  was developed in part by the military for secure data  transmission.
As such, it is extremely reliable, robust, and secure.

Point-to-Point Data Transfers




<PAGE>



The Company provides  point-to-point  data transfer without Internet  connection
via its wireless  technology  to companies  with the need to connect two or more
locations to one local area network.  Through wireless networking  capabilities,
the Company's point-to-point wireless services can be applied to locations up to
approximately 4 to 5 miles apart.

Web Hosting Services

Web  hosting is in essence  the rental of space on a server that has a full-time
connection  to the  Internet.  The  Company  will host a  customer's  Web space,
allowing  access to it by customers,  employees,  suppliers,  etc. 24- hours per
day,  seven days a week.  As part of the  service,  Interjet  Net  applies for a
virtual domain  (www.yourcompany.com)  for its customers through  InterNIC,  the
company that registers and verifies domain names. The application  process takes
24 to 48 hours to  complete.  When the domain  name is  registered,  the Company
reserves a portion of hard disk space on one of its servers  where the  customer
can  upload  the web page.  The page has its own  address  and can be reached by
anyone on the Internet at any time.  Virtual  hosting  also allows  companies to
assign e-mail addresses with their own domain name.

The Company  also  provides a number of services  related to Web hosting for the
customer,  including Web site statistics,  CGI scripting,  FrontPage extensions,
SSL  security,  telnet/shell  access,  MSQL  and  postgre  SQL  databases,  auto
responders,  e-commerce  management,  credit  card  transaction  hosting,  video
conferencing, and other available services.

The Company's  staff can consult on a variety of  programming  services of PERL,
TCL/TK, Java, JavaScript,  VM script,  ActiveX, C,C++, Pascal, shell, and PHP/FI
scripting.

The Market

The Internet and Internet Access.  The growth of the Internet is well documented
and perhaps the greatest growth industry in the history of the World.

     Growth in the Internet is about 12% per month.
     Every two seconds the Internet has a new subscriber.
     Use of the Internet file search and retrieving tool is currently growing at
      1,000 percent annually.
     There are more than 10 million host computer systems connected to the 
      Internet.
     Transactional commerce on the Internet is estimated at $2 billion today, 
      and by the year 2002 will be at $300 billion.
     User population of the Internet is approaching over 100 million people.

Business Integration in a World of Wireless E-Commerce. Global villages, virtual
communities,  information superhighways,  and gigabit networks have been used to
describe the world where teleconferencing,  interactive television,  traditional
on-line information  services,  and public telephone systems converge.  The U.S.
information  services  market is huge,  and its shift toward  digital media is a
change of monumental  proportions.  Today's communication networks are not ready
to meet the demands being placed upon them. The trend towards  digital  delivery
will require improvements to the underlying communication infrastructure.

Telecommuting, Telephony, and Video Conferencing. Integration is not confined to
interconnecting  a  corporation's  major  locations.  With  the  use of  laptop,
palmtop,  and notebook  computers on the rise, there is an increasing  demand to
provide  access to corporate  networks  while  employees  are at home and on the
road. Demand for remote access will continue to grow and increase the demand for
modems, routers, and cellular communications software and hardware.
         A  conservative  estimate by the  Rochester  Institute of  Technology's
Office of Distance  Learning shows that 5.5 million people are presently working
from remote offices.  According to the Gartner Group,  telecommuting and in-band
video  conferencing  is expected to expand  from such base to  approximately  30
million users in the USA by the year 2000. Additionally,  the U.S. Department of
Transportation estimates that fifteen



<PAGE>



percent (15%) of the USA workforce will be utilizing  telecommuting  and in-band
conferencing  by the year 2002.  Therefore,  the growth in that  marketplace  is
expected to be dramatic as  corporations  understand  the benefits to management
through the increase in  employees'  (1) morale,  (2)  flexibility,  (3) reduced
office costs and (4) compliance with federal standards.  The  Telecommunications
Act, recently passed by Congress, will clear the way for telecommuting to become
commonplace.

The World Wide Web. The World Wide Web is the  multimedia  part of the Internet.
It is the primary system used on the Internet to find and transfer  information.
It has, moreover, become (with the exception of e-mail) the most popular and the
most promising and active source for business use.
         The  Web  offers   incredible   diversity  for   business,   education,
communication,  and  entertainment.  Web pages are  available on the Internet in
tens of  thousands  of styles and  subjects,  with  almost as many  reasons  for
posting them on the Web. For  example,  there are  thousands of sites in each of
these subject areas:
      Commercial, Shareware, Freeware software
      Business, marketing, commerce
      Finance, stock market, corporate information
      K-12 education
      Online books
      Online magazines
      Government sites  and information
      Legal information
      Health and medical information
      Daily and categorized news
      Travel/booking/ticketing information and purchase
      Reference books
      Scientific sites covering archeology through zoology
      History
      Museums and libraries
      All social, scientific, and economic disciplines, viz., philosophy, 
       religion, languages, etc.

Virtually  all  knowledge  in the history of mankind may someday  soon be on the
Web. For example, the Vatican has started to download images of 150,000 original
documents  dating from as early as the second century A.D. on the Internet.  The
Securities and Exchange Commission maintains free Internet access to its library
of corporate records.

Last year Web-based transactions came to nearly $20 billion and online retail to
$2.74 billion in sales. By 2003 the U.S.  Department of Commerce  estimates that
figure could reach $115 billion. ( See Forbes, "E-Commerce Engine", May, 1998).

Market Strategy

InterJetNet  Corporation  views market  share within the delivery of  high-speed
Internet  access as extremely  fragmented.  Competitive  firms and industry view
Internet  access as a by-product of their core business.  Cable and  Satellite's
primary  mission  is, of  course,  television  delivery;  RBOC's  mission is the
delivery of long  distance and local phone  service.  Wireless  cable  companies
(whose frequencies may be used for Internet access) are awash in debt and unable
to add product value.

The Company  believes that it has immense  opportunities  for acquisition in the
ISP area,  thus  providing  an expanded  subscriber  base,  local  phone  lines,
equipment,  offices,  and technicians.  ISPs are available now because most were
started  several years ago by technically  oriented  people who had little or no
marketing or sales skills.




<PAGE>



Furthermore,  the industry is riding a wave of unprecedented  growth. The growth
is faster  than any  economic or  technical  growth in the history of the world.
Consider  these facts as  published by the Commerce  Department  ("The  Emerging
Digital Economy," Dept. of Commerce, April 1998):

          More than 100 million people around the world,  most of whom had never
          heard of the Internet four years ago, now use it to do research,  send
          e-mail, make requests for bids to suppliers, and shop.

       Years to acquire 50 million users:   Radio:                38 years.
                                            Television:           13 years.
                                            PC:                   16 years.
                                            Internet:              4 years.

          In  recent  years   information   technology   industries   have  been
          responsible for more than one-quarter of real economic growth.

          In 1994, three million people,  mostly in the U.S., used the Internet.
          In 1998, 100 million people around the world use the Internet.

          UUNET, one of the largest Internet backbone providers,  estimates that
          Internet traffic doubles every 100 days.

          The Internet makes electronic commerce (e-commerce) affordable to even
          the smallest home office.

Marketing and Growth

The key elements in the Company's sales and marketing strategy include:

Acquisitions. As part of planned acquisitions, the Company anticipates acquiring
both key customers and sales and marketing personnel.  Additionally, the Company
anticipates name recognition in market presence gained through  acquisitions and
brand recognition in the community.

Expansion  to New  Locales/Cities.  The Company  intends to expand  offices into
other targeted  locales through  acquisition and development of two-way wireless
infrastructure.  Pre-Marketing.  The Company  will  perform a thorough  and well
planned advertising and trade show campaign.  Each customer service will include
a full offering of the Company's services.

Increase Customer Accounts.  The Company will continue to develop in each market
an aggressive sales strategy through  effective hiring and training.  To achieve
desirable growth forecast,  the Company will use a number of marketing and sales
tools, most of which they have already implemented. These tools include:
     Direct  Mail.  A direct mail piece is most  effective  when it focuses on a
business core target.  Mailing to vertical markets such as design firms, service
bureaus, research firms, lawyers, CPAs, etc. has proven to be effective.
     Partnership  Mailings.  This might include such companies and organizations
as the Chamber of Commerce,  network administrators,  computer groups and firms,
etc.
         Trade Publication  Advertising.  Targeted  advertising in markets where
Internet-related  services are growing the fastest  delivers the greatest return
for the Company's advertising dollars. Target advertising opportunities include:
local  business-to-business  magazines,  chamber  ads,  local  computer  or tech
magazines, local computer user group newsletters, tech administrators magazines,
Yellow pages or discount buying magazine services,  vertical market organization
newsletters, etc.
         Local Web Page  Partnerships  and  Advertising.  Advertising on the Web
targets  an  existing  Internet  user.  Many  local  Web  sites  have  dedicated
residential or business visitors. High-speed connections will provide a value ad
for the Web sites,  and visitors will see an immediate  application and benefit.
Examples  include radio,  TV,  magazines,  newspapers,  universities,  court and
legal, etc.
         Kiosk.  The use of Kiosk in  shopping  centers and high  traffic  areas
connected to the wireless high-speed has created large crowds and has produced a
substantial amount of business in the Company's markets.

     Trade Shows and Event  Sponsorship.  Computer-related  trade shows  attract
technology savvy decision- makers and buyers.  In most markets Internet- related
services dominate the themes and attractions. At the recent



<PAGE>



Hot Technology Expo in Salt Lake City, the Company's booth recorded more traffic
(as counted by "swipe" cards) than any other attraction.
         Computer and Technology  Retail and  Distributor  Vendor  Partnerships.
Building a relationship with another  technology  provider allows the Company to
benefit from existing  relationships.  Small businesses buy computers and office
equipment from local companies.  By partnering with these companies we can reach
qualified decision-makers very inexpensively. Example companies include Computer
City, Circuit City, and other local computer outlets.

     Mass Media  Advertising.  Mass media  advertising is done primarily through
partnerships and trades, thus keeping the cash cost under control.

Employees

The Company currently employs 38 employees.  Of this group,  about one third are
dedicated to technical solutions and engineering.  For each 400 new subscribers,
a new technical person is added within the system.  Each market requires four to
six  salespeople,  two  installers,  at least two  technicians,  and two  office
support personnel.




<PAGE>




Item 2.   DESCRIPTION OF PROPERTY

The Company currently leases  approximately 2,500 square feet of office space in
the Houston, Texas market. The term of this lease has expired as of May of 1998.

The  Company  leases two offices in Salt Lake City.  The first which  houses the
administrative  and  sales  functions  of this  system  is a 2,820  square  foot
facility which is leased at a cost of $3,529 per month.  This lease term expires
on July of 2000.  The second  office space in Salt Lake is  approximately  1,000
square  feet.  It is leased at a cost of $800 per month and  expires on December
11, 2000. This facility houses the Company's equipment and technical  employees.
The Company also leases a garage for  equipment and  installation  vehicles at a
rate of $675 per month. This lease expires on September 30, 1998

The Beaumont office is approximately  2,500 square feet and has been leased at a
cost of $2,102 per month which expires on October 31, 2000.

The Company's  Newport Beach office is 2,866 square feet.  This lease expires on
August 31, 1999 and is for $5,015 per month.

Each  additional  office that is opened will require  about 2,000 square feet of
office  space,  rooftop  availability  for  transmitting  equipment,  a  private
air-cooled server and equipment room as well as warehouse space for installation
equipment and truck storage.

Item 3.   LEGAL PROCEEDINGS

Not Applicable.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended March 31, 1998.




<PAGE>



                                                       PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock began trading on the Over-the-Counter  Bulletin Board
under the symbol "IJNT" on December 7, 1997.  As of March 31, 1998,  the Company
had 482 holders of record.  The following table sets forth, on a per share basis
for the period  shown the high and low prices of the Common Stock as reported on
the OTC Bulletin Board.

                                     Closing
                                      Price

                                                High                  Low
Fiscal Year Ended March 31, 1998
         From December 7 - December 31, 1997  . $6.00                 $3.75
         From January 1 - March 31, 1998   .  . $5.50                 $4.00

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations for the Year Ended March 31, 1998

Management   believes  that   period-to-period   comparisons  of  the  Company's
consolidated  financial  results  to date  are not  meaningful  as  prior to the
acquisition of Interjet Net the Company was not involved in any operations other
than organizational activities.

Revenues

The Company's revenues for the year ending March 31, 1998 totaled $147,057. This
revenue was derived from the  commencement  of  operations in Salt Lake City and
Beaumont  as well as the  continued  operations  of the Houston  system.  Of the
current  fiscal year revenues,  approximately  $10,000 was earned in the quarter
ending  December  31, 1997 and the  remaining  $137,000 was earned in the fourth
quarter of the fiscal year. This represents an increase in revenues of over 800%
in comparing the quarter  ending  December 31, 1997 to the quarter  ending March
31,  1998.  The Salt Lake City System  accounted  for  approximately  $33,500 in
revenues  for the year ended  March 31,  1998,  Beaumont  grossed  approximately
$1,100 and the Houston  System  recorded the remaining  $112,400 of revenues for
the fiscal year.

The Company  anticipates  future growth in revenues from adding customers in its
existing markets as well as through acquisitions.

Cost of Sales

The Company's cost of sales for the year ending March 31, 1998 equaled $66,405.

Gross Profit

The Company's  gross profit for the fiscal year was $80,652.  This  represents a
gross  profit  percentage  of 55%.  Since much of the cost of sales  figures are
fixed, such as the cost of T-1 and T-3 connections, the Company anticipates that
the gross profit percentage will increase as additional subscribers are added.

Selling, General and Administrative Expenses

The Company incurred total selling, general and administrative expenses ("SG&A")
of $2,044,431 for the year ended March 31, 1998. The Company currently maintains
five offices in four cities (Newport Beach, CA, Salt



<PAGE>



Lake City,  UT,  Beaumont,  TX and Houston,  TX).  Currently  38  employees  are
employed  to  service  these  offices.  It is  anticipated  that the  number  of
employees should be sufficient to support the anticipated  growth of the Company
for the next several months.  Much of the SG&A expenses are fixed and should not
increase as the Company grows.

Salary  expense made up the greatest  portion of SG&A.  Total salary expense for
the year ended March 31, 1998 equaled  $713,482,  or approximately  35% of total
SG&A. Of the salary  expense,  $223,525  represents  officers  compensation  and
$489,957 is salary expense to other employees.

Professional  fees,  which  include  accounting,  legal,  engineering  and other
consultants,   totaled  $240,376  for  the  year  ended  March  31,  1998.  This
represented approximately 12% of total SG&A. The legal costs associated with the
acquisition  of  InterJet  Net,  Inc.  and  Access  Communications,   Inc.  were
substantial.  The Company anticipates continuing to incur legal,  accounting and
consulting expenses in conjunction with continued acquisitions. Engineering fees
may  continue  to escalate as the Company  has  wireless  systems  designed  and
installed in future markets.

With the Company leasing office space in four cities, the total rent expense for
the fiscal year was  $190,944.  This  amounted to 9% of total SG&A.  The Company
anticipates  leasing  additional  space in other  cities as  additional  systems
become operational.

Travel and associated costs for the fiscal year were $203,754,  or approximately
10% of total SG&A. Travel costs are necessary in setting up new systems in other
markets.  The Company  intends on  substantial  travel  costs  continuing  to be
incurred as additional markets are anticipated to be launched in the next fiscal
year.

Depreciation and Amortization

Depreciation  and  amortization  for the year ended  March 31, 1998 was equal to
$82,874.  This expense is primarily  attributable to the substantial  amounts of
equipment that were placed into service in the fiscal year. The Company  expects
depreciation  and  amortization  expense to rise in future periods as additional
equipment is being purchased and placed into service.

Interest Expense

The  Company  incurred  interest  expense of $10,071 in the year ended March 31,
1998. Currently, the Company has no interest bearing debt.

Income Tax Benefit

The  Company   currently  has  net  operating   loss   carryforwards   equal  to
approximately $2,500,000. The Company has not recognized any of this tax benefit
as an asset due to uncertainty of future income.

Net Loss

The Company  incurred a loss of $2,395,484 in the year ended March 31, 1998. The
Company hopes to increase  revenues and gross profit in the upcoming fiscal year
while controlling the growth of SG&A expenses.

Liquidity and Capital Resources

The Company had working  capital of $348,443 as of March 31,  1998.  As of March
31, 1998, the Company has stock subscriptions  receivable of $794,325 which have
been received to filing of this report and have been included in current assets.
This amount was received in full as part of a private stock offering made by the
Company.  The Company  believes that it can finance future  operations and plans
for growth  through  additional  stock  offerings,  debt offerings and increased
revenues from operations. Since March 31, 1998 the Company has



<PAGE>



successfully  entered into other equity sales that have generated  approximately
$2.5 million in net proceeds to the Company.

Inflation

The Company's Management does not believe that inflation has had or is likely to
have any significant  impact on the Company's  operations.  Management  believes
that the Company  will be able to increase  subscriber  rates after its wireless
systems are launched, if necessary,  to keep pace with inflationary increases in
costs.

Other

The  Company  does  not  provide  post-retirement  or  post-employment  benefits
requiring  charges under Statements of Financial  Accounting  Standards Nos. 106
and 112.





<PAGE>



Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The selected  financial data  presented  below for the year ended March 31, 1998
were derived from the consolidated  financial  statements of the Company,  which
were audited by Smith & Company,  independent certified public accountants,  and
which are included  elsewhere in this Form 10-KSB.  This  selected  consolidated
financial data should be read in conjunction with  "Management's  Discussion and
Analysis of Financial  Condition  and Results of  Operations"  and the Company's
consolidated   financial  statements  (including  the  notes  thereto)  included
elsewhere in this Form 10-KSB.

As the  Company was not  involved  in  operations  prior to the  acquisition  of
Interjet Net, the financial data has not been presented in a comparative format.

                            InterJet Net Corporation
                                and Subsidiaries
                     Condensed Consolidated Income Statement
                        For the Year Ended March 31, 1998


Sales                                             $      147,057
Cost of Sales                                             66,405
                                                  --------------
            GROSS PROFIT                                  80,652

General and Administrative Costs                       2,044,431
Depreciation and Amortization                             82,874
Interest and Bank Charges                                 10,071
                                                  --------------
            TOTAL OPERATING EXPENSES                   2,137,376

Net Operating Loss                                    (2,056,724)

Other Income (Expense)
  Interest Income                                $        12,947
  Acquisition Costs                                     (351,707)
                                                  --------------
            NET LOSS                             $    (2,395,484)
                                                 =============== 

Earnings (Loss) per Common Share                 $         (0.21)
                                                 ================

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                            INTERJET NET CORPORATION
                                AND SUBSIDIARIES

                                                                           PAGE

Independent Auditors Report .  .  .  .  .  .  .  .  .  .  .  .  .  .   .   F-1 

Consolidated Balance Sheet as of March 31,  1998 ..  .  .  .               F-2

Consolidated Statements of Operations for the two years ended
         March 31, 1998 and March 31, 1997 .  .  .  .  .  .  .  .  .   .   F-3

Consolidated Statements of Changes in Stockholders Equity
         for the two years ended March 31, 1998 and March 31, 1997  .      F-4




<PAGE>



Consolidated Statements of Cash Flows for the two years
         ended March 31, 1998 and March 31, 1997  .  .  .  .  .  .  .      F-5

Notes to the Consolidated Financial Statements .  .  .  .  .  .  .  .      F-6

Consolidated General and Administrative Expenses
         for the two years ended March 31, 1998 and March 31, 1997 .       F-9

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

            Not Applicable.




<PAGE>



                                    PART III

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

Directors and Executive Officers

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers serve at the pleasure of the Board of Directors.  Information as to the
directors and executive officers of the Company is as follows.

<TABLE>
<CAPTION>
Name                       Age       Position

<S>                       <C>          <C>                                                       
Jon H. Marple (1)(2)       58        Chairman, Chief Executive Officer, President and
                                     Treasurer since August 8, 1997 (date of purchase of
                                     InterJet Net)

Mary E. Blake (1)(2)(3)    45        Vice President, Director and Secretary since August
                                     8, 1997 (date of purchase of InterJet Net)

Richard W. Torney          58        Director since August 8, 1997 (date of purchase of
                                     InterJet Net)
</TABLE>

(1)      Marple and Blake are husband and wife.
(2)      Member of the Audit Committee
(3)      Member of the Compensation Committee

Jon  H.  Marple  - Mr.  Marple's  background  is in  law  and  management.  Upon
graduation from the University of Washington  College of Law in 1966, Mr. Marple
taught Business Law and  Constitution  Law at a branch college of The Ohio State
University while beginning his law practice with George,  Greek,  King,  McMahon
and McConnaughy in Columbus,  Ohio. Leaving the law firm in 1969, Mr. Marple was
appointed as Sr. Trial  Attorney at the United  States  Department of Justice in
Washington  D.C.,  working as an assistant to the Deputy Attorney General of the
United States. Mr. Marple moved to the Federal Communications Commission,  where
he served as an assistant to the General Counsel, Richard Wiley, and as a Senior
Appellate Counsel, representing the FCC before the Federal Courts. While in this
position,  Mr. Marple wrote several  briefs which were  presented to the Supreme
Court of the  United  States  and  represented  the  Commission  before  Federal
Appellate  courts in matters  pertaining to telephone and broadcast  issues.  In
1972, Mr. Marple moved to the prestigious  Washington,  D.C.  communications law
firm of Dow,  Lohnes and Albertson,  where he practiced  communications  law for
several  years before  acquiring  standard  broadcast  facility KRKO in Everett,
Washington,  in 1976. As an  owner-operator  of KRKO, Mr. Marple was involved in
all phases of the operation.  One year after taking over the  operation,  KRKO's
sales had doubled.  Mr.  Marple also owned  minority  interest in several  other
broadcast properties in the Northwest before selling his interest in 1983.

     The next several  years Mr.  Marple  consulted  and acquired FCC  allocated
spectrum starting Marrco  Communications in 1991 to consolidate these functions.
IJNT was  incorporated  with Mary E. Blake (Mr. Marple and Ms. Blake are husband
and wife), in January of 1997.

Mary E. Blake - Upon  graduation  from Waltrip H.S. in Houston,  where she was a
member of the  National  Honor  Society,  Ms. Blake  attended Sam Houston  State
University before Texas A&M as a member of the first co-ed class. After managing
a small oil and gas company,  Ms. Blake entered the management  training program
for  Southwestern  Bell where she quickly rose through the management ranks as a
Business  Office  Supervisor.  Ultimately,  she supervised  25,000  accounts for
sales,  service and  collection.  She also worked as a supervisor  for Directory
advertising and the first S.W. Bell word processing  applications.  She was also
trained as a lobbyist for



<PAGE>



the company.  InterJet Net was  co-founded  by Ms. Blake along with her husband,
Jon H. Marple. She has been Vice President and Director of the Company since the
acquisition of InterJet Net on August 8, 1997.

Richard W. Torney - Mr. Torney is President  and sole owner of Imaging  Systems,
Inc., an international  sales and marketing  organization with representation in
Europe and South  America.  He has been a director of InterJet  Net  Corporation
since the acquisition of InterJet Net on August 8, 1997. Mr. Torney is fluent in
Spanish and German, and has been involved in international  business extensively
for 35 years.  His expertise in foreign  markets,  accounting  and  professional
experience is important as the Company builds a foundation toward  international
growth.

Conflicts of Interest

            Certain  conflicts of interest may exist between the Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may, subject to applicable rules
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.

            The Company has no arrangement,  understanding or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.






<PAGE>



Item 10. EXECUTIVE COMPENSATION


                                    Annual                     All Other
Name and Principal Position       Compensation               Compensation

Jon H. Marple, President              $127,500 (1)             $10,000(3)
Mary E. Blake, Vice President         $ 83,525 (2)            $  2,500(3)


     (1) $32,500 of this annual  compensation  was  accrued and  converted  into
     stock as of the  acquisition of InterJet Net on August 8, 1997. (2) $11,250
     of this annual  compensation was accrued and converted into stock as of the
     acquisition  of InterJet  Net on August 8, 1997.  (3)  Represents  year end
     bonuses for the calendar year ended December 31, 1997.



Item 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth information relating to the beneficial
ownership of Company  common stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group, as of March 31, 1998.

                                                               Percentage
   Name of                   Number of                       of Outstanding
 Stockholder               Shares Owned                       Common Stock

Mary E. Blake (1)             8,150,462                           63.7%

Jon H. Marple (1)                    --                            --

Richard W. Torney                    --                            --

All officers and
directors as a group
(3 persons)                   8,150,462                           63.7%

     (1)  Mary E.  Blake and Jon H.  Marple are  husband  and wife.  Mr.  Marple
          disclaims beneficial ownership of the shares owned by Ms. Blake.





<PAGE>



Item 12.  CERTAIN TRANSACTIONS AND SUBSEQUENT EVENTS

Access Communications, Inc. Acquisition

Effective January 1, 1998, the Company acquired Access  Communications,  Inc., a
Texas Corporation ("Access"),  as a wholly owned subsidiary.  The Company issued
211,000 shares of its common stock to the shareholders of Access in exchange for
all  of  the  outstanding  stock  in  Access.  Access  had a  customer  base  of
approximately  1,800 in  Houston,  Texas at the  time of the  acquisition.  This
acquisition  positioned  the Company as an ISP in the Houston area and gives the
Company an infrastructure  around which to build a wireless system.  The Company
is currently designing the wireless system for this market.

SUBSEQUENT EVENTS

The following  represent  acquisitions  and significant  transactions  completed
after the end of the fiscal year ended March 31, 1998 and prior to the filing of
this report.

Acquisition of WebIt of Utah, Inc.

On June 1, 1998, the Company entered into a Definitive  Agreement to acquire all
of the outstanding  stock of WebIt of Utah, Inc., a Utah Corporation  ("WebIt").
As  consideration,  the Company  assumed a note payable in the amount of $15,000
and issued 20,000 shares of its common stock to the shareholders of WebIt. WebIt
is a web site design and hosting company which had  approximately 550 customers.
This acquisition gave the Company a wide variety of web sites that it now hosts.
The Company believes that the continued promotion of web site design and hosting
is a very  profitable line of business and plans on continuing to expand in this
area. The added customer base allows the Company to offer  value-added  services
to these individuals and businesses,  such as enhanced web site design, Internet
access, e-mail accounts and marketing support.

Acquisition of Internet Solutions, LLC

On June 20, 1998,  the Company  purchased all of the assets and customer base of
Internet  Solutions,  LLC ("IS, LLC") in exchange for 2,500 shares of its common
stock. IS, LLC had  approximately 100 subscribers to its Internet Access System.
With this system based in Provo, Utah, the Company has formed a presence in this
market and intends on beginning marketing efforts in Provo. The Company has also
started the engineering of a wireless system in this market.

The following  represent sales of the Company's stock which took place after the
end of the  fiscal  year  ended  March 31,  1998 and prior to the filing of this
report.

Offering Under Regulation S

On May 28,  1998,  the Company  commenced  an offering of 600,000  shares of its
common  stock under  Regulation  S. Under the rules of  Regulation S as of April
1998,  this stock bears a  restrictive  legend of one year. As of July 13, 1998,
this  offering  was  completed   generating  net  proceeds  to  the  Company  of
$1,478,125.

Offering Under Regulation D

On June 10, 1998, the Company  commenced an offering of 1,000,000  shares of its
common stock under  Regulation D. This stock bears a  restrictive  legend of one
year.  This offering was  completed on July 13, 1998 and the Company  expects to
receive net proceeds of $2,250,000 shortly.








<PAGE>



                                     PART IV

Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

            (a)  Exhibits.  The  following  exhibits of the Company are included
herein.

                                                                      Sequential
    Exhibit No.            Document Description                         Page No.

        3.                 Certificate of Incorporation and Bylaws

                           3.1.     Articles of Incorporation(1)
                           3.2      Bylaws(1)



         (1)  Incorporated  by  reference  to such  exhibit  as  filed  with the
         Company's registration statement on Form 10-SB, File No. 0-24408.

        (b)                Reports on Form 8-K.

                           None filed during the fourth quarter.






<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized July 14, 1998.


                                 INTERJET NET CORPORATION


                                 By:    /s/ Jon H. Marple
                                        Jon H. Marple
                                        President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities on July 14, 1998.



By:     /s/ Jon H. Marple        President, Treasurer, Chief Executive Officer, 
        Jon H. Marple            Chief Financial, Officer and Chairman


By:     /s/ Mary E. Blake        Vice President, Secretary and Director
        Mary E. Blake


By:     /s/ Richard W. Torney    Director
        Richard W. Torney







<PAGE>


                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                  10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                        SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS            TELEPHONE:       (801) 575-8297
UTAH ASSOCIATION OF                          FACSIMILE:       (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS            E-MAIL: smith&co@smithandcocpa.com
-------------------------------------------------------------------------------



Board of Directors
InterJet Net Corporation
Salt Lake City, Utah


                          INDEPENDENT AUDITOR'S REPORT


We have  audited the  accompanying  consolidated  balance  sheet of InterJet Net
Corporation and Subsidiaries as of March 31, 1998, and the related  consolidated
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years ended March 31, 1998 and 1997. These consolidated financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit. The financial statements for March 31, 1997 have been restated to reflect
the  acquisition  of a subsidiary in 1997.  The  statements for 1997 reflect the
acquisition  under the  pooling-of-interests  method of  accounting as if it had
occurred at April 1, 1996.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of  InterJet  Net
Corporation  and  Subsidiaries  as of March 31,  1998 and the  results  of their
operations,  changes in stockholders' equity, and cash flows for the years ended
March  31,  1998 and  1997 in  conformity  with  generally  accepted  accounting
principles.

Our audit was made for the  purpose of  forming  an opinion on the  consolidated
financial  statements  taken  as a  whole.  The  information  in  Schedule  1 is
presented for purposes of additional  analysis and is not a required part of the
basic financial statements.  Such information has been subjected to the auditing
procedures  applied in the audit of the basic financial  statements,  and in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.



                                                  CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
June 30, 1998


                                       F-1

<PAGE>


                    INTERJET NET CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                                            March 31,
                                                                                                               1998
                                                                                                        -----------------
ASSETS

CURRENT ASSETS
<S>                                                                                                     <C>              
              Cash in bank                                                                              $          63,303
              Accounts receivable                                                                                  39,912
              Stock subscription receivable (Note 7)                                                              794,325
              Inventory                                                                                            44,834
              Prepaid expenses                                                                                     12,108
                                                                                                        -----------------

                                                                               TOTAL CURRENT ASSETS               954,482

PROPERTY AND EQUIPMENT (Notes 1 and 4)                                                                            975,839

OTHER ASSETS
              Deposits                                                                                              8,907
              Organization costs (Note 1)                                                                           8,992
              Licenses and other (Note 5)                                                                         761,475
                                                                                                        -----------------

                                                                                 TOTAL OTHER ASSETS               779,374
                                                                                                        -----------------

                                                                                                        $       2,709,695
                                                                                                        =================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
              Accounts payable                                                                          $         490,244
              Accrued liabilities                                                                                  46,392
              Income taxes payable                                                                                    800
              Note payable                                                                                         35,000
              Loans from shareholders (Note 3)                                                                     13,690
              Current portion of long-term debt                                                                    19,913
                                                                                                        -----------------

                                                                          TOTAL CURRENT LIABILITIES               606,039

LONG-TERM LIABILITIES (Note 6)                                                                                     49,162
                                                                                                        -----------------

                                                                                  TOTAL LIABILITIES               655,201

SHAREHOLDERS' EQUITY
              Common stock, $.001 par value:
                Authorized 20,000,000 shares;
                Issued and outstanding 12,854,145 shares                                                           12,854
              Additional paid-in capital                                                                        4,614,838
              Retained deficit                                                                                 (2,573,198)
                                                                                                        -----------------

                                                                         TOTAL SHAREHOLDERS' EQUITY             2,054,494
                                                                                                        -----------------

                                                                                                        $       2,709,695
                                                                                                        =================
</TABLE>


See Notes to the Financial Statements.

                                       F-2

<PAGE>


                    INTERJET NET CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                         Years ended March 31,
                                                                         1998                1997
                                                                  ------------------  ---------------
<S>                                                               <C>                 <C>            
Sales                                                             $          147,057  $             0
Cost of sales                                                                 66,405                0
                                                                  ------------------  ---------------
                                                    GROSS PROFIT              80,652                0

General and administrative expenses (Schedule 1)                           2,044,431          174,739
Depreciation and amortization (Note 1)                                        82,874               56
Interest and bank charges                                                     10,071                0
                                                                  ------------------  ---------------
                                                                           2,137,376          174,795
                                                                  ------------------  ---------------

Net operating loss                                                        (2,056,724)        (174,795)

Other Income (Expense)
           Interest income                                        $           12,947  $             0
           Acquisition costs                                                (351,707)               0
                                                                  ------------------- ---------------

                                                        NET LOSS  $       (2,395,484) $      (174,795)
                                                                  ==================  ===============

EARNINGS (LOSS) PER COMMON SHARE
           Net income (loss)                                      $             (.21) $          (.02)
                                                                  ==================  ===============

           Weighted average number of common shares
              used to compute net income (loss) per
              weighted average share                                      11,528,021       10,388,886
                                                                  ==================  ===============
</TABLE>


See Notes to the Financial Statements.

                                       F-3

<PAGE>


                    INTERJET NET CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY




<TABLE>
<CAPTION>
                                                                                                  Additional
                                                                   Common Stock                     Paid-In          Retained
                                                            Shares              Amount                Capital        Deficit
                                                       -----------------  ------------------   ----------------   ----------------
<S>                                                    <C>                <C>                  <C>                <C>             
Balances at 3/31/96                                              424,600  $              425   $            821   $        (2,919)
    Issue shares to acquire InterJet Net, Inc. *               9,964,286               9,964          1,676,438
    Net loss                                                                                                             (174,795)
                                                       -----------------  ------------------   ----------------   ----------------
Balances at 3/31/97                                           10,388,886              10,389          1,677,259          (177,714)
    Issue stock for note payable 7/31/97                         155,000                 155              1,400
    Stock split 2.339936535 for 1 7/31/97                        776,677                 776               (776)
    Sale of shares in private placement 8/20/97                  680,000                 680          1,325,320
    Issue shares to acquire Access Comm. 1/1/98                  211,000                 211            421,789
    Sale of shares in private placement 1/27/98                   69,620                  70            146,064
    Issue shares for services 1/27/98                             15,000                  15             31,485
    Sale of shares in private placement 2/1/98                    48,200                  48            101,172
    Sale of shares in private placement 3/1/98                     9,762                  10             20,490
    Sale of shares in private placement 3/10/98                  500,000                 500            890,635
    Net loss                                                                                                           (2,395,484)
                                                       -----------------  ------------------   ----------------   ---------------
Balances at 3/31/98                                           12,854,145  $           12,854   $      4,614,838   $    (2,573,198)
                                                       =================  ==================   ================   ===============
</TABLE>

          *Transaction  occurred  8/1/97,  but is  reflected  earlier  under the
          pooling-of-interests method of accounting.

See Notes to the Financial Statements.

                                       F-4

<PAGE>


                    INTERJET NET CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                Years ended March 31,
                                                                1998                1997
                                                          -----------------  ----------------

OPERATING ACTIVITIES
<S>                                                       <C>                <C>              
   Net loss                                               $      (2,395,484) $       (174,795)
   Add items not requiring the use of cash
     Stock issued for services                                       31,500                 0
     Amortization and depreciation                                   82,874                56
     Acquisition costs                                              351,707                 0
   Changes in assets and liabilities:
     Accounts receivable                                            (39,912)                0
     Inventory                                                      (44,834)                0
     Prepaid expenses                                               (12,108)                0
     Accounts payable                                               401,262            87,239
     Accrued liabilities                                            (41,108)           87,500
     Income taxes                                                       800                 0
                                                          -----------------  ----------------

                                   NET CASH REQUIRED BY
                                   OPERATING ACTIVITIES          (1,665,303)                0

INVESTING ACTIVITIES
   Deposits                                                          (8,907)                0
   Organization costs                                                (8,978)                0
                                                          -----------------  ----------------

                                   NET CASH REQUIRED BY
                                   INVESTING ACTIVITIES             (17,885)                0

FINANCING ACTIVITIES
   Sale of common stock                                           1,690,664                 0
   Proceeds from loans                                               83,690                 0
   Principal payments on loans and leases                           (27,862)                0
                                                          -----------------  ----------------

                                   NET CASH PROVIDED BY
                                   FINANCING ACTIVITIES           1,746,491                 0
                                                          -----------------  ----------------

                                   INCREASE IN CASH AND
                                       CASH EQUIVALENTS              63,303                 0

   Cash and cash equivalents at beginning of period                       0                 0
                                                          -----------------  ----------------

                              CASH AND CASH EQUIVALENTS
                                       AT END OF PERIOD   $          63,303  $              0
                                                          =================  ================

Supplemental  Disclosures of Cash Flow  Information  Cash paid during the period
   for:
     Interest                                             $          10,071  $              0
     Income taxes                                                         0                 0
</TABLE>

Noncash investing and financing activities
     During the period  ended  March 31,  1998,  the Company  issued  10,190,286
     shares of common  stock for assets  valued at  $2,139,902  and  expenses of
     $31,500, and the Company issued 155,000 shares to satisfy debt. Vehicles at
     a cost of $96,937 were acquired by incurring  contracts and leases  payable
     in the same amount.

See Notes to the Financial Statements.

                                       F-5

<PAGE>


                    INTERJET NET CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1998


NOTE 1:      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
             Principles of Consolidation
             The consolidated financial statements for 1998 and 1997 include the
             accounts of the Company and its  wholly-owned  subsidiary  InterJet
             Net, which was incorporated  January 15, 1997 under the laws of the
             State of Nevada.  The  consolidated  financial  statements for 1998
             include the accounts of the Company and its wholly-owned subsidiary
             Access  Communication,   Inc.,  a  Texas  corporation,   which  was
             purchased  January 1, 1998. All significant  intercompany  balances
             and transactions have been eliminated in consolidation.

             Business Activity
             The  Company  was  incorporated  on June 11,  1992 in  Delaware  as
             Picometrix, Inc. On August 8, 1997 the name was changed to InterJet
             Net  Corporation.  The Company acquired the bulk of its assets July
             31, 1997 with the  acquisition  of InterJet Net and January 1, 1998
             with the acquisition of Access Communications,  Inc. The Company is
             engaged in providing internet access to businesses and individuals.

             Basis of Accounting
             The  consolidated  financial  statements  are  prepared  using  the
             accrual  basis of accounting  where  revenues are  recognized  when
             earned and expenses are recognized when incurred.

             Earnings (Loss) Per Share
             Earnings  (loss)  per share  amounts  are  calculated  based on the
             weighted average number of shares outstanding during the period.

             Organization costs:
             Organization costs are being amortized over a five year period.

             Property and Equipment
             Property and equipment are depreciated  over their estimated useful
             lives.   Depreciation   and   amortization   are   computed   using
             straight-line  methods  over an  estimated  life  of five to  seven
             years.

             Cash and Cash Equivalents
             For financial statement purposes,  the Company considers all highly
             liquid  investments  with an original  maturity of three  months or
             less when purchased to be cash equivalents.

             Income Taxes
             The Company  records the income tax effect of  transactions  in the
             same year that the  transactions  enter into the  determination  of
             income,  regardless of when the transactions are recognized for tax
             purposes.
             Tax credits are recorded in the year realized.

             The Company  utilizes the liability method of accounting for income
             taxes as set forth in Statement of Financial  Accounting  Standards
             No.  109,  "Accounting  for Income  Taxes"  (SFAS  109).  Under the
             liability  method,  deferred  taxes  are  determined  based  on the
             difference between the financial  statement and tax bases of assets
             and  liabilities  using enacted tax rates in effect in the years in
             which the differences are expected to reverse. An allowance against
             deferred  tax assets is  recorded  when it is more  likely than not
             that such tax benefits will not be realized.

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

NOTE 2:      FORMER DEVELOPMENT STAGE COMPANY
             The Company was in the  development  stage from its inception until
             December  31,  1997.  Commencing  January 1, 1998,  the Company has
             sufficient  revenue  through  operations of its  subsidiaries  that
             management considers it to be no longer in the development stage.


                                       F-6

<PAGE>


                    INTERJET NET CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 1998

NOTE 3:      RELATED PARTY TRANSACTIONS
             During 1997, the Company's subsidiary, InterJet Net acquired assets
             valued at $699,000  from an officer in exchange for 1,000 shares of
             common  stock.  The  officer  paid costs of  $321,252  on behalf of
             InterJet Net as additional  consideration for the stock. The assets
             were recorded on InterJet Net's books at their  historical  cost to
             the officer.

             The  officers  and  directors  of the Company are involved in other
             business  activities  and may,  in the future,  become  involved in
             other business  opportunities.  If a specific business  opportunity
             becomes  available,  such  persons may face a conflict in selecting
             between the Company and their other business interests. The Company
             has not formulated a policy for the resolution of such conflicts.

             At March  31,  1998,  the  Company  owed two  shareholders  amounts
             totaling  $13,690,  payable  within  the  next  12  months  without
             interest.

NOTE 4:      PROPERTY AND EQUIPMENT
             Property  and  equipment  as of March 31,  1998 are  summarized  as
             follows:

<TABLE>
<CAPTION>
                                                 Cost         Depreciation       Net Book Value
                                           --------------   ----------------   ------------------
<S>                                        <C>              <C>                <C>               
               Furniture                   $      127,789   $         10,080   $          117,709
               Equipment                          205,964             27,297              178,667
               Transmission Equipment             709,947             42,171              667,776
               Leased Vehicle                      12,749              1,062               11,687
                                           --------------   ----------------   ------------------

                                           $    1,056,449   $         80,610   $          975,839
                                           ==============   ================   ==================
</TABLE>

NOTE 5:      LICENSES AND OTHER
             The Company owns various MMDS and LPTV (wireless cable) licenses to
             operate in various cities. A summary is as follows:

                 MMDS Channel rights                 $      62,475
                 LPTV rights and licenses (See
                            Note 3)                        699,000
                                                     -------------

                                                     $     761,475

NOTE 6:      LONG-TERM LIABILITIES
             Long-term debt at March 31, 1998 is detailed as follows:

<TABLE>
<CAPTION>
                                               Interest                          Principal Balance
                                                 Rate          Payment         Current       Long-term
                                            ------------    -------------  -------------  --------------

<S>                                                   <C>   <C>            <C>            <C>           
                 Vehicle contract                     9.75  $       1,099  $       9,002  $       33,540
                 Vehicle contract                    13.30            378          4,536          11,372
                 Vehicle lease                        9.90            531          6,375           4,250
                                                                           -------------  --------------

                                                                           $      19,913  $       49,162
                                                                           =============  ==============
</TABLE>

             Scheduled principal reductions of the debt are as follows:

                            1999            $       19,912
                            2000                    17,824
                            2001                    15,138
                            2002                    15,829
                            2003                       371
                                            --------------

                                            $       69,074

NOTE 7:      STOCK SUBSCRIPTION RECEIVABLE
             The  Company  sold  500,000  shares of common  stock March 10, 1998
             subject to receipt of the $891,135  subscription  price.  The final
             installment  was  received  May 7,  1998.  For  purposes  of  these
             financial  statements,  it is assumed  that the shares  were issued
             March 10, 1998.

                                       F-7

<PAGE>


                    INTERJET NET CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 1998

NOTE 8:      COMMITMENTS AND CONTINGENCIES
             The Company  conducts its  operations  in leased  facilities  under
             noncancellable operating leases expiring through 2001. In addition,
             the Company leases equipment under noncancellable  operating leases
             expiring through 2007. The minimum future rental  commitments under
             operating leases are as follows:

<TABLE>
<CAPTION>
                        Year ending
                         March 31,            Facilities      Equipment         Total
                  ----------------------    --------------  -------------  -------------
<S>                        <C>                     <C>             <C>           <C>    
                           1999                    151,463         69,389        220,852
                           2000                    103,124         26,318        132,442
                           2001                     66,808          7,737         74,545
                           2002                     34,115          6,000         40,115
                           2003                          0          6,000          6,000
                        Beyond 2003                      0         24,000         24,000
                                            --------------  -------------  -------------

                                                   355,510        142,444        497,954
                                            ==============  =============  =============
</TABLE>

NOTE 9:      INCOME TAXES
             No federal  income taxes were due for the years ended March 31,1998
             or 1997.

             At March 31,  1998,  the Company has a federal net  operating  loss
             carryover of approximately $2,500,000. The federal loss will expire
             December 31, 2012.

             At March 31,  1998,  the  Company  has a deferred  tax asset in the
             amount of $0. There is a potential asset based on future  reduction
             of income  taxes using the net  operating  loss  carryforward.  The
             amount  has  been  reserved  100%  due  to  the  Company's  losses.
             Management believes that the Company will realize sufficient income
             in the  future to  utilize  the net  operating  loss  carryforward.
             However,  since future income can only be  estimated,  there is not
             sufficient  basis for recognition of any deferred tax asset at this
             time.

NOTE 10:     ACQUISITION OF SUBSIDIARIES
             The  Company  issued  9,964,286  shares to  InterJet  Net (a Nevada
             corporation) effective July 31, 1997 in a reverse acquisition. This
             combination  has  been  treated  as  a  pooling-of-interests,   and
             financial  statements as of March 31, 1997 have been restated as if
             the acquisition had occurred April 1, 1996.

             The Company issued 211,000 shares to acquire Access  Communication,
             Inc.  (a  Texas  corporation)   effective  January  1,  1998.  This
             acquisition has been treated as a purchase transaction.

                                       F-8

<PAGE>


                                                                  SCHEDULE 1
                    INTERJET NET CORPORATION AND SUBSIDIARIES

                CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES




<TABLE>
<CAPTION>
                                                                Years ended March 31,
                                                                1998                1997
                                                          -----------------  ----------------
<S>                                                       <C>                <C>             
Accounting                                                $          26,035  $              0
Automobile expense                                                   35,947             4,292
Computer expense                                                     85,311               615
Consulting                                                          131,489             7,430
Insurance                                                            48,280             6,334

Lease - channel                                                     136,682                 0
Legal                                                                82,852                 0
Marketing and advertising                                            60,933                 0
Meals and entertainment                                              25,779               969
Office expense                                                       72,215             5,072

Outside services                                                     40,061               516
Payroll taxes and benefits                                           60,666             2,062
Postage                                                              23,005             3,006
Relocation expense                                                    5,310               574

Repairs and maintenance                                               4,039                 0
Rent expense                                                        190,944            11,464
Salaries                                                            713,482           114,450
Taxes and licenses                                                    9,498                 0

Telephone                                                           113,928             9,543
Travel                                                              177,975             8,412
                                                          -----------------  ----------------

                                                          $       2,044,431  $        174,739
                                                          =================  ================
</TABLE>


                                       F-9