<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A


|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, 1999

|_| 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

                                 IJNT.net, Inc.
              (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)

        2030 Main Street, Suite 500
            Irvine, California                                92614
 (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (949) 260-8100
                                                    --------------

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: $1,552,194

     The aggregate market value of the voting stock held by non-affiliates of
the issuer as of July 8, 1999 was equal to $35,719,159 based on the average bid
and ask price of $3.75

     The number of shares outstanding of the issuer's classes of Common Stock as
of July 8, 1999:

Common Stock, $.001 Par Value - 17,183,756 shares


                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
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                                     PART I

Item 1. DESCRIPTION OF BUSINESS

The Business

IJNT.net, Inc. (formerly known as IJNT.net Corporation and IJNT International,
Inc., hereinafter referred to as 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, as well as optical fiber connectivity and related products and
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, 1999, the Salt Lake System serviced over 2000 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 almost 1,300 users as of March 31,
1999. On January 1, 1998, the Company acquired Access Communications, Inc., a
Texas corporation ("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 began offering wireless
Internet service in Houston June 20, 1999. The Company has also constructed a
wireless system in Irvine, California to service Orange County. Operations in
Irvine commenced in the last quarter of 1998. The Company offers wireless
Internet service as a reseller and offers dial-up Internet access, web site
design and hosting in Concord, California, Petaluma, California and throughout
the San Francisco Bay Area. The Company intends to open additional markets to
offer wireless services. This may be accomplished by acquiring operating systems
and/or licenses, or by constructing new systems to operate in licensed and/or
unlicensed frequency bands. The Company operates its wireless and dial-up
Internet service provider division under the name of UrJet Internet. UrJet
Internet is an international dial-up ISP, with approximately 1500 local points
of presence in the United States and approximately 550 more internationally.
UrJet Internet offers on-line registration which has yielded approximately 5,000
customers since its inception.

In August of 1998, the Company acquired Man Rabbit House Multimedia, Inc., a
California corporation ("MRHM") as a wholly-owned subsidiary. MRHM specializes
in high-end web site design and development and boasts a substantial and
impressive client base ranging from dealers of performance automobiles to
lifestyle apparel.

UrJet Backbone Network ("UBN") is a wholly owned subsidiary of the Company that
was formed in the last quarter of 1998 to deploy fiber backbone connectivity and
a variety of telecommunications carrier services. Competitive Local Exchange
Carrier (CLEC) registration is currently pending in several states. Upon
approval of this registration, UBN will compete with local telephone companies
to deliver various telecommunication services to customers. UBN's fiber backbone
is now in place in such markets as Los Angeles, San Francisco and Orange County.
Los Angeles, Dallas, Houston, Salt Lake City, Phoenix, San Diego and several
other major markets should be fully connected by the end of the 1999 calendar
year. UBN also has rights to fiber routes and colocation/interconnection
facilities in 13 major cities across the U.S.

The Company has entered into several acquisition agreements with companies
involved in various aspects of the Internet industry. 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 headquarters of the Company is located at 2030 Main Street, Suite
500, Irvine, California 92614 and its telephone number is (949)-260-8100.

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. Share and per share amounts for all periods presented have been
adjusted to give retroactive effect to the above. 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 IJNT, Inc. in conjunction
with the purchase of all of the outstanding stock of IJNT, Inc. (formerly known
as Interjet Net, Inc.)

The Company has changed its name from IJNT.net Corporation to IJNT
International, Inc. and finally to IJNT.net, Inc. over the past fiscal year.

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Overview

The IJNT wireless Internet systems operate over a wireless spectrum allocated by
the FCC, specifically in the microwave frequency band between 2.4 and 2.7
gigahertz (GHz). In the Salt Lake City area, IJNT, doing business as UrJet
Internet, has leased frequency for ten years from an MMDS license holder,
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 added two-way wireless Internet
access, dial-up Internet access, web site design and web hosting to its Salt
Lake City offerings. The Company's Beaumont, Texas system also operates on
frequencies in the MMDS/ITFS bands. The Company offers this full array of
Internet services in all its markets.

The Company's operations in Salt Lake City, Orange County, Houston and the San
Francisco Bay area include the use of the microwave frequency in the 2.4 GHz
unlicensed band in addition to other frequencies that may be occasionally
utilized as special circumstances or applications may dictate.

Beyond the traditional international dial-up ISP and wireless ISP services, the
Company's business as a web site design and hosting company has grown
substantially. The Company projects that the revenues from the MRHM subsidiary
will continue to grow. The future revenues will be particularly enhanced by
certain agreements into which MRHM has entered that include a percentage of
gross revenues generated by e-commerce sites.

The UrJet Backbone Network subsidiary, launched during the last quarter of 1998,
is poised for major growth over the next fiscal year. With the investment made
in the fiber backbone structure, UBN has CLEC registration approval pending in
several states, to enable the Company to begin offering local dial tone and long
distance service as well as its other offerings in several major urban markets.

The Company has recently acquired FairAuction.com, an online auction web site
that generated in excess of one million dollars in gross revenues in the year
prior to being acquired by IJNT. The Company plans to increase upon this revenue
base through additional promotion and expanding the range of products auctioned
on the site. Currently, FairAuction. com exclusively sells computers, computer
peripherals and computer parts.

The Company also has recently acquired the assets of Micro-Lite Television of
Beaumont, LLC, a Texas limited liability company ("MLTV"). MLTV holds MMDS
frequency leases in Southeast Texas and broadcasts wireless cable television to
homes and businesses in the greater Beaumont area. The Company is currently in
the process of configuring the television service to meet the particular needs
of business subscribers with greater emphasis on news and financial information
programming.

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Industry Overview

The Internet, a network of thousands 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. Other sources place the estimated number of U.S. users as high as 50
million. 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 current access is provided over local
telephone company circuits, most of which are limited by current modem
technology to providing 56 kilobit-per- second (Kbps) access, and limited by law
to data transfer rates of 53Kbps by law where traditional modem access is used.
Many telephone companies also offer ISDN telephone service at 64 or 128 Kbps, or
T-1 lines, with up to 1.544 Mbps, but such lines are not available in every area
and are expensive. Currently, the average Internet user uses a modem with 28.8
Kbps capability. 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 through
many of their points of presence. 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 and usage-based pricing model.
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 installations 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. As with xDSL
installations, real world cable modem systems typically realize data
transmission speeds which are a fraction of the advertised maximum. 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 existing infrastructure improvement projects and are
often burdened with a negative consumer perception.

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Most current satellite-delivery 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. The Iridium satellite
solution offers two-way transmission, but is quite costly in comparison with
other technologies offering comparable speed. 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, 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, antennas and down-converters).
The frequencies required for MMDS delivery infrastructure are prohibitively
expensive at present in many areas; and multiple frequencies are required for
two-way operation.

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 to the consumer. 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

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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 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 a few companies currently offering wireless applications
to access the Internet. The opportunity for this application over a wide area
became available only about two years 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
(or multiple transmitters) operating 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.

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Although the one-way system works well, it is a "downstream" only transmission.
A customer is still tethered to a phone line to transmit information "upstream"
through an ISP 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 and elsewhere. With wireless two-way, a customer eliminates the
phone company from the Internet access equation altogether, and is provided
high-speed to and from the Internet. The customer's computer is always on the
Internet with virtually no delays in downloading most files. The two-way system
also opens the door to telephony, video-conferencing, 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 sophisticated Web design and hosting, the
Company is in a position to provide a full selection of products and services to
the entire community of Internet users. It is the Company's belief that it is a
model for the Internet provider of the future--a provider that can serve each
customer's full needs, with high-speed, two-way Internet access as the business
core.

In its expansion into web site design, web site hosting, fiber backbone
connectivity, international dial-up Internet service, online auction business
and competitive local exchange carrier status, the Company is poised for
diversification within the growing Internet industry.

In the Company's view:

     o    There is a huge and rapidly growing market demand for high-speed
          Internet access that is satisfied by the Company's wireless and wired
          high-speed products.

     o    Two-way wireless solutions provide a high growth-potential market that
          is early in its evolution.

     o    High scalability is achievable within a year.

     o    The Company's wireless approach has a potentially national and global
          application.

     o    Wireless applications can cut infrastructure cost by as much as 50%,
          thus reducing equipment cost dramatically.

     o    Owning its own backbone network, the Company will be able to leverage
          its CLEC status to provide connectivity for its services at lower
          cost/higher margins.

     o    The Company must act as a full-service ISP, with high-speed wireless
          and wired solutions as its unique niche.

     o    The current market focus of the Company is small to mid-size
          businesses and high-end residential Internet users/early adopters.

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 the 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 and
portability 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, labor and antennas totaled about $15,000.

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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. Similar arrangements and
opportunities with other commercial and residential properties exist in the
Company's markets in Houston, Beaumont, Orange County and Northern California.

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 its current competition.

Internet Service Provider

High-speed wireless and wired Internet access solutions are the core of the
Company's business. The sales efforts of the Company have made it clear,
however, that most businesses want a full service provider. The Company believes
that businesses generally want an Internet provider that has the ability to
address the all Internet needs of the business in full, not partially. IJNT.net
does that with the wireless system, dial-up access and wired high-speed
solutions 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 and other high-speed solutions fall.

Marketing

Although the Company expects that many of its new subscribers will come from
acquisitions, local sales and marketing are also a vital part of the Company's
growth plan. Local marketing will give the Company brand name recognition that
will lead to wireless system and other high-speed 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
has historically been 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:

     o    In-store demonstration of our high-speed wireless connection.
     o    Joint marketing and advertising.
     o    In-store POP displays.
     o    Internet Education classes at computer retail outlets.
     o    Special Promotions and Event Sponsorships.
     o    Reseller Agreements 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 perception
and service, expand marketing efforts, and reduce marketing and support costs.
The Company currently hosts over 500 commercial 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 to the particular client and administered on a daily,
weekly, or monthly basis.

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Network Integration Solutions

The Company provides network solutions, consulting, and integration for its
high-speed clients. Computer networks are continuing to be key to the flow of
information within corporations and 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, Cisco Systems, Nortel Networks, Ascend
Communications, Newbridge, 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.

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.

Products 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, ELI, Level 3 Communications and others, as well as
elements of its own backbone network, to carry its Internet traffic. The Company
uses multiple T-1s in Houston and Beaumont and a T-3 line in Salt Lake City, as
well as OC3 fiber connections in the Bay Area, Los Angeles and Orange County, 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, Linux, Sun Solaris, Apple/AIX and Windows
NT servers, Cisco routers, digital modems by Ascend, Hybrid Networks and Lucent
Technologies, and computer hardware by Sun Microsystems, Apple, Dell Computer,

                                     Page 9
<PAGE>

Compaq and other reputable manufacturers. To operate the POPs, the Company has
hired a staff that is fluent in all of these 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, news groups, and
a variety of other useful applications.

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 better than
the industry average of 10-to-1, keeping users' busy signals to a minimum.

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 Salt Lake City,
Bay Area (reseller), Orange County, Houston and Beaumont. The first system, in
Salt Lake City, was launched in November 1997 and experienced immediate success.
That 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,

                                    Page 10
<PAGE>

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 businesses with high-bandwidth
needs. The wireless T1 is a point-to- point or point-to-multipoint microwave
connection from the POP to the user's site. The bi-directional connection can be
throttled and metered to allow the Company to measure and control bandwidth
delivered to the customer. The technology was developed in part for military
secure data transmission requirements. As such, it is extremely reliable,
robust, and secure.

Point-to-Point Data Transfers

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 20 or more miles apart over various frequencies as the particular
application may dictate.

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, IJNT.net applies for a virtual domain
(www.yourcompany.com) for its customers through Network Solutions, a registrar
and verifier of domain names. The application process takes 24 to 48 hours to
complete. When a domain name is registered, the Company reserves a portion of
hard disk space on one of its servers, to which the customer can upload the web
site. The site has its own Web address and can be reached by anyone on the
Internet at any time, or may be password protected for access by selected
persons. 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 its
customers, 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, chat rooms, bulletin boards, online postcards and other services.

The Company's staff can consult on a variety of programming services in 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.

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

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.

                                    Page 11
<PAGE>

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 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. California and other
states have mandated that employers convert a substantial portion of their
workforce to telecommuting over the next several years.

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: o
Commercial, Shareware, Freeware software o Business, marketing, commerce o
Finance, stock market, corporate information o K-12 education o Online books o
Online magazines o Government sites and information o Legal information o Health
and medical information o Daily and categorized news o Travel/booking/ticketing
information and purchase o Reference books o Scientific sites covering
archeology through zoology o History o Museums and libraries o 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.

In 1997, 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).

                                    Page 12
<PAGE>

Market Strategy

IJNT.net 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; the Regional Bell Operating Companies' (RBOCs')
mission is the delivery of long distance and local phone service.

The Company believes that it has considerable 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 many were
started several years ago by technically-oriented people who had little or no
marketing or sales skills.

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):

     o    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.
     o    Years to acquire 50 million users:
                                    Radio: 38 years.
                                    Television: 13 years.
                                    PC: 16 years.
                                    Internet: 4 years.
     o    In recent years information technology industries have been
          responsible for more than one-quarter of real economic growth.
     o    In 1994, three million people, mostly in the U.S., used the Internet.
          In 1998, 100 million people around the world used the Internet.
     o    UUNET, one of the largest Internet backbone providers, estimates that
          Internet traffic doubles every 100 days.
     o    The Internet makes worldwide electronic marketing and commerce
          (e-commerce) affordable to even the smallest home-based business.

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 and 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.

                                    Page 13
<PAGE>

     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 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.

Diversification

Since its inception, IJNT has focused its business efforts around its wireless
Internet access. Over the past two years, the Company has rapidly expanded and
diversified into several different arenas within the Internet industry and
related to the industry. These include web site design, e-commerce site
construction, web site hosting, launching an international Internet Service
Provider under the name of UrJet Internet, commencement of the construction of a
fiber optic backbone, plans for status as a competitive local exchange carrier
or "CLEC" to compete with local phone companies in delivering a host of
telecommunication services and the acquisition and expansion of a significant
online auction site.

Through this major process of diversification, the Company is well poised for
growth in several arenas within the explosive Internet industry.

YEAR 2000 RISKS

Currently, many computer systems, hardware and software products are coded to
accept only two digit entries in the date code field and, consequently, cannot
distinguish 21st century dates from 20th century dates. The interaction between
various software and hardware platforms relies upon time and date coding for
synchronization and other system requirements. As a result, many companies'
software and computer systems may need to be upgraded or replaced in order to
function properly after the turn of the century. The Company, its customers, and
suppliers are reliant on computers and related automated systems for daily
business operations. Failure to achieve at least a minimum level of Year 2000
systems compliance could have a material adverse effect on the Company.

                                    Page 14
<PAGE>

The Company has begun the process of identifying computer systems that could be
affected by the Year 2000 issue as it relates to the Company's internal hardware
and software, as well as third parties that provide the Company goods or
services. Three categories or general areas have been identified for review and
analysis.

         Systems providing customers services. These include hardware and
                  software systems that are used to provide services to the
                  Company's customers in the form of Internet connectivity,
                  e-mail servers, news servers, authentication servers, etc.
                  Hardware in the form of routers and switches are also included
                  in this area.

         Third party vendors providing critical services including circuits,
                  hardware, long distance and related products. These include
                  telecommunications providers, suppliers of routers, modems and
                  switches.

         Critical internal systems that support the Company's administrative
                  systems for billing and collecting, general accounting
                  systems, computer networks, and communication systems.

The Company is in the planning and initial study phase of Year 2000 compliance
review and testing. In regards to Item (1) listed above the Company's critical
existing systems are no more than two years old and it is anticipated that few
of these systems will have significant Year 2000 problems, if any. These systems
are in process of being inventoried and a systems testing schedule is being
developed and implemented. All newly acquired hardware systems, operating
systems, and software are required to have vendor certification for Year 2000
compliance.

In regards to Item (2) above - third party products and services - the Company's
significant vendors are large public companies such as US West Communications,
UUNet, ELI, Level 3 Communications, Cisco, Lucent Technologies, Ascend
Communications, etc., all of which are under SEC mandates to report their
compliance in all publicly filed documents. The Company initiated a compliance
review program with these vendors during the second quarter of 1999 and will
continue to track progress of all critical vendors for compliance.

Item (3) above relates to internal systems for company administrative and
communications requirements. The Company is in the process of implementing new
billing and billing presentment systems during the first half of 1999. These
system vendors are required to certify Year 2000 compliance. Additionally, the
Company will test these systems for compliance during the implementation
processes. Internal computer networks and communications systems have been
tested in the second quarter of 1999, and are still being tested for compliance.

The costs to address the Year 2000 compliance issues have not been determined at
this time. Based on growth the Company plans to implement new hardware platforms
and software systems that should be Year 2000 compliant and therefore costs
specifically allocated to Year 2000 compliance may not be significant. Systems
testing and compliance reviews with third party services providers will incur
manpower and consultant costs.

The nature of the Company's business makes it dependent on computer hardware,
software, and operating systems that are susceptible to Year 2000 issues.
Failure to attain at least minimum levels of Year 2000 compliance would have a
material adverse effect on the Company's ability to deliver services.

The Company has not developed a contingency plan for dealing with Year 2000
risks at this time, other than its existing network contingency procedures for
dealing with any hardware or software emergency situation.

Employees

The Company currently employs 90 employees in nine different offices. 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.
Other network developments and initiatives also require the addition of
technical personnel. Each wireless market requires four to six salespeople, two
installers, at least two technicians, and two office support personnel.

                                    Page 15
<PAGE>

Item 2. DESCRIPTION OF PROPERTY

The Company currently leases a total of approximately 8,000 square feet of
office space in two locations in Houston, Texas. The term of these leases expire
in January 2001 as to 2,500 square feet leased at $3,500 per month and housing
the offices of Fair Auction.com, and in March, 2003 as to 5,500 square feet
leased at $10,000 per month and housing the technical, sales and administrative
offices and headquarters of IJNT.net.

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
in July 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 the lease 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, 1999.

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

The Company's Newport Beach office is approximately 4,000 square feet. This
lease expires in September 2003 and is for approximately $8,000 per month.

The Company's Petaluma, California office is approximately 2,500 square feet.
This lease expires in 2002 and is for approximately $4,000 per month.

The Company's Concord, California office is approximately 2,500 square feet.
This lease expires in June 2003 and is for approximately $4,000 per month.

The Company's Irvine, California office is approximately 3,000 square feet. This
lease expires in December, 2002 and is for approximately $7,500 per month.

Each additional office that is opened will require about 2,500 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, 1999.

                                    Page 16
<PAGE>

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, 1999, the Company
had 589 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.

<TABLE>
<CAPTION>
                                                                   Closing Price
                                                                High            Low
                                                           -------------------------------
           <S>                                             <C>            <C>
           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
           Fiscal Year Ended March 31, 1999
                    Quarter Ended June 30, 1998            $       7.00   $        3.38
                    Quarter Ended September 30, 1998              12.25            3.25
                    Quarter Ended December 31, 1998                5.63            2.00
                    Quarter Ended March 31, 1999                   3.63            2.00
</TABLE>

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

IN ADDITION TO HISTORICAL INFORMATION, MANAGEMENT'S DISCUSSION AND ANALYSIS
INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO,
THOSE RELATED TO THE GROWTH AND STRATEGIES, FUTURE OPERATING RESULTS AND
FINANCIAL POSITION AS WELL AS ECONOMIC AND MARKET EVENTS AND TRENDS OF THE
COMPANY. ALL FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING SUCH
STATEMENTS HEREIN, INCLUDE MATERIAL RISKS AND UNCERTAINTIES AND ARE SUBJECT TO
CHANGE BASED ON FACTORS BEYOND THE CONTROL OF THE COMPANY. ACCORDINGLY, THE
COMPANY'S ACTUAL RESULTS AND FINANCIAL POSITION COULD DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENT AS A RESULT OF
VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION FACTORS DESCRIBED IN THE COMPANY'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING RISKS AFFECTING
THE COMPANY'S FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

Results of Operations for the Year Ended March 31, 1999

The Company's operating results may continue to fluctuate significantly in the
future, depending on a variety of factors, including the timely deployment and
expansion of new network architectures, the incurrence of related capital costs
and the introduction of new services by the Company and its competitors.
Additional factors that may contribute to variability of the operating results
include: The pricing and mix of services offered by the Company, customer
retention rate, market acceptance of new and enhanced offerings of the Company,
user demand for network and internet access services, ability to manage
potential growth and expansion and the ability to identify, acquire and
integrate successfully suitable acquisition candidates. In response to
competitive pressures, the Company may take certain pricing or marketing actions
that could have an adverse affect on the Company's business. As a result,
variations in the timing and amounts of revenue could have a material adverse
affect on the Company's quarterly operating results. Due to the foregoing
factors, the Company believes the period-to-period comparisons of its operating
results are not necessarily meaningful and that such comparisons cannot be
relied upon as indicators of future performance.

Total revenues increased 956% or $1.5 million to $1.6 million for the twelve
months ended March 31, 1999 compared to revenues of $0.1 million for the twelve
months ended March 31, 1998. Revenue contributed by wireless and dial up
services was 75% of the total revenue for the twelve months ended March 31, 1999
compared to 100% of total revenue for the previous year. The decrease in
wireless and dial up as a percentage of total revenue is due to revenue
generated by the web development subsidiary, Man Rabbit House Multimedia
("MRHM"). See additional information relating to acquisitions in the
consolidated financial statements included elsewhere herein. Revenue contributed
by MRHM was 25% of consolidated revenues for the twelve months ended March 31,
1999.

The Company incurred network expenses totaling $0.5 million for the twelve
months ended March 31, 1999 compared to $0.1 million for the twelve months ended
March 31, 1998, an increase of 723% or $0.4 million. This increase is due to the
overall increase in the wireless and dial up services revenue for the same
period.

                                    Page 17
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)

The Company incurred payroll and related expenses of $2.4 million for the twelve
months ended March 31, 1999 compared to $0.8 million for the twelve months ended
March 31, 1998, an increase of 213% or $1.6 million. The increase is primarily
due to growth in headcount in all areas of the Company to support its growth
objectives. In addition, a total of 20,200 shares of the Company's common stock
have been issued to various employees as incentive grants or due to terms of
employment agreements. The total fair value of the stock issued of $0.1 million
has been charged to operations as compensation expense.

The Company incurred total selling, general and administrative expenses ("SG&A")
of $4.3 million for the twelve months ended March 31, 1999, compared with $1.3
million for the twelve months ended March 31, 1998, an increase of $3.0 million
or 238%. The increase is due to continued expansion of the sales and marketing
efforts, professional fees and the increases in operating costs of the Company's
nine offices throughout the United States. Also, during the twelve fiscal months
ended March 31, 1999, the Company issued 433,673 shares of the Company's common
stock in exchange for financial, legal, marketing and technological professional
services. The cost of the services provided of $1.6 million has been charged to
operations.

The Company issued 546,621 shares of its common stock to acquire subsidiaries
and/or operations (treated as purchase transactions) during the years ended
March 31, 1999 and 1998. All of the acquisitions have been accounted for as
purchases in accordance with Accounting Principles Board Opinion No. 16,
"Business Combinations ". The purchase consideration paid, in the aggregate for
all transactions, exceeded the fair values of the net assets acquired by $1.2
million. The Company determined that such goodwill was impaired, and
accordingly, expensed $0.8 million and $0.4 million during the years ended March
31, 1999 and 1998, respectively, to acquisition costs. See additional
information relating to acquisitions in the consolidated financial statements
included elsewhere herein.

The Company incurred depreciation and amortization expense of $1.2 million for
the twelve months ended March 31, 1999 compared to $0.1 million for the previous
year, an increase of $1.1 million or 1,369%. The increase is due to the large
amounts of fixed assets placed into service during fiscal 1999, particularly for
computer equipment. In addition, the Company recognized $0.3 million in
depreciation expense related to a change in useful life from 5 years to 3 years
for computers and other equipment. Also, the Company recognized impairment of
frequency licenses totaling $0.7 million, see Note 4 of the consolidated
financial statements included elsewhere herein.

The Company incurred interest expense of $0.1 million in the twelve months ended
March 31, 1999 on various notes outstanding during the year.

The Company incurred a net loss of $8.3 million for the twelve months ended
March 31, 1999, compared to a net loss of $2.4 million for the twelve months
ended March 31, 1998. The Company does not anticipate generating net income in
the near future.

Liquidity and Capital Resources

Cash used in operating activities was $5.0 million for the twelve fiscal months
ended March 31, 1999 compared to $1.7 million for the twelve fiscal months ended
March 31, 1998. Cash was impacted primarily by the Company's operating
activities for the twelve months ended March 31, 1999. Included in the operating
activities is $1.7 million in stock value that was issued for services,
primarily technical and marketing professional services.

Cash used for purchases of fixed assets was $1.0 million for the twelve fiscal
months ended March 31, 1999. Cash invested in licenses and other assets during
the twelve months ended March 31, 1999 was $0.2 million. There was no cash used
in investing activities for the twelve months ended March 31, 1998.

Cash was provided primarily by the sale of common and preferred stock of the
Company. Warrants to purchase 512,821 shares of the Company's common stock were
exercised during the year, providing $1.0 million in cash. The collection of
stock subscriptions receivable, which were outstanding at the end of the
previous fiscal year, provided $0.8 million in cash.

During the year ended March 31, 1999 the Board of Directors authorized the
issuance of 507,719 shares of common stock to various individuals to purchase
assets. The Company recorded ITFS channel rights and miscellaneous other assets
in the amount of $0.7 million, MMDS and ITFS channel rights in the amount of
$0.5 million and rights to the Fair Auction website in the amount of $0.2
million, see Notes 2 and 4 of the consolidated financial statements included
elsewhere herein.

                                    Page 18
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)

PRIVATE PLACEMENTS

During fiscal 1999 and 1998, the Company sold shares of common stock through
various private placements. The Company issued an aggregate 1.4 million and 1.3
million shares for net consideration of $3.2 million (net of commissions of $3.0
million) and $2.5 million ($0.8 million of which was received in fiscal 1999)
during the years ended March 31, 1999 and 1998, respectively. The prices at
which the shares were issued were generally at a significant discount from the
prevailing market price of the Company's common stock. The Company has relied on
registration exemptions provided under Regulations D and S and in section 4(2)
of the Securities Act of 1933, as amended.

REDEEMABLE PREFERRED STOCK

In December 1998, the Company entered into an agreement with private investors
(the "Investors") whereby the Investors purchased 2,000 shares of the Company's
convertible Preferred Series A Stock (the "Preferred Stock") for a gross price
of $2.0 million, net of commissions of $0.2 million. The convertible feature of
the Preferred Stock provides for a rate of conversion that is below market
value. Under terms of the Agreement, the Investors have the right to convert the
Preferred Stock to common stock at a 20% discount from the average closing price
of the Company's common stock for the five business days immediately preceding a
request for conversion. Such feature is normally characterized as a "beneficial
conversion feature". Pursuant to Emerging Issues Task Force No. 98-5 ("EITF
98-5"), the Company has determined the value of the beneficial conversion
feature of the Preferred Stock to be $0.4 million. In the calculation of basic
and diluted net loss per share, such beneficial conversion feature has increased
the net loss applicable to common shareholders. No shares have been converted as
of March 31, 1999. The Preferred Stock carries a liquidation preference of $1.00
per share of Preferred Stock, for a total of $2.0 million at March 31, 1999.

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.

                                    Page 19
<PAGE>

Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The selected financial data presented below for the years ended March 31, 1999
and 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/A. 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-KS/A.

<TABLE>
                                 IJNT.net, Inc.
                 Condensed Consolidated Statements of Operations
                               For the Years Ended March 31, 1999 and March 31, 1998
<CAPTION>
                                                            MARCH 31, 1999      MARCH 31, 1998
                                                            --------------      --------------
<S>                                                         <C>                 <C>
Revenues                                                    $       1,552       $         147
Operating expenses:....................................
    Network expenses...................................               543                  66
    Payroll and related expenses.......................             2,421                 774
    Selling, general and administrative expenses.......             4,293               1,270
    Acquisition costs (Note 8).........................             1,256                 352
    Depreciation and amortization......................             1,219                  83
                                                            --------------      --------------
        Total operating expenses.......................             9,732               2,545
                                                            --------------      --------------
Operating loss.........................................            (8,180)             (2,398)

Interest income........................................                65                  13
Interest expense.......................................              (147)                (10)
                                                            --------------      --------------
Net loss...............................................            (8,262)             (2,395)

Preferred stock beneficial conversion feature (Note 10)              (364)                  -
                                                            --------------      --------------
Net loss applicable to common shareholders.............     $      (8,626)      $      (2,395)
                                                            ==============      ==============
Net loss per share, basic and diluted..................     $       (0.58)      $       (0.21)
                                                            ==============      ==============
Weighted-average number of shares, basic and diluted..         14,890,130          11,528,021
                                                            ==============      ==============
</TABLE>


<TABLE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                 IJNT.NET, INC.
<CAPTION>

<S>                                                                                                                     <C>
Independent Auditor's Report                                                                                            F-1

Consolidated Balance Sheets as of March 31, 1999                                                                        F-2

Consolidated Statements of Operations for the years ended March 31, 1999 and March 31, 1998                             F-3

Consolidated Statements of Changes in Shareholders' Equity for the years ended March 31, 1999 and March 31, 1998        F-4

Consolidated Statements of Cash Flows for the years ended March 31, 1999 and March 31, 1998                             F-5

Notes to the Consolidated Financial Statements                                                                          F-6
</TABLE>

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

Not Applicable.

                                    Page 20
<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.

Name                             Age          Position
----                             ---          --------

Jon H. Marple (1)                59           Chairman and Chief Executive
                                              Officer since August 8, 1997
                                              (date of purchase of IJNT, Inc.)
Mary E. Blake (1)                46           President and Director and
                                              Secretary since August 8, 1997
Richard W. Torney                59           Director since August 8, 1997
                                              (date of purchase of IJNT, Inc.)
Robert Santore                   38           Director since October 1998
Jeffrey R. Matsen                59           Director since October 1998,
                                              Vice President and General Counsel
                                              since October 1999

         (1) Marple and  Blake are husband and wife.

Jon H. Marple has been the Chief Executive Officer and Chairman of the Company
since its inception. Mr. Marple's distinguished career in the communications
industry has included positions with the United States Department of Justice,
Federal Communications Commission as Senior Appellate Counsel, Dow, Lohnes and
Albertson, a leading communications law firm and First Pacific Broadcasting
where he served as CEO. He is a graduate of Brigham Young University and the
University of Washington Law School.

Mary E. Blake is a co-founder of IJNT.net and serves as Vice-Chairman and
President of the Corporation. Ms. Blake brings over 23 years of business
management expertise to IJNT.net. As a Business Office Supervisor at
Southwestern Bell Ms. Blake managed the sales, service and collection of over
25,000 accounts. In addition, Ms. Blake supervised the first retail Phone Store
in the Bell System and was asked to serve as a Lobbyist in Washington for both
Southwestern Bell and AT&T. She attended Texas A&M University College of
Business.

Richard W. Torney has served as a Director of the Company since September of
1997. Mr. Torney is President and CEO of Imaging System, Inc., an international
sales and marketing organization with representation in Europe and South
America. Mr. Torney is fluent in Spanish and German, and has worked and traveled
abroad extensively for 35 years. His expertise in foreign markets, language
fluency, accounting and finance has proven invaluable as the Company has built a
foundation toward a global market. Mr. Torney received his BA with a major in
Accounting from Brigham Young University and began his business career as a CPA
for Arthur Anderson & Company in San Francisco and subsequently with Tanner
Garrett Boyce & Parkinson in Salt Lake City, Utah.

Robert B. Santore brings world-class credentials to the Company. Educated at the
Otis Art Institute of Parsons School of Design (Los Angeles), the Parsons School
of Design (New York), and the University of California, Irvine (Computer
Science), Mr. Santore is a rare blend of computer capability, graphic artistry,
and management. As a fine artist his works are displayed in major corporations
and museums around the world, including TRW, USA Today, Security Pacific Bank,
Burlington-Northern, Santa Fe, Principal Insurance, The Newport Harbor Art
Museum, Los Angeles Contemporary Art Collection, San Jose Museum of Art, and
more. He has had exhibits in Los Angeles, New York, and Tokyo, among others. Mr.
Santore is the nephew of Ms. Blake.

Jeffrey R. Matsen is a licensed attorney and has served as outside Counsel of
IJNT.net from its founding and is presently Executive Vice President, General
Counsel and a member of the Board of Directors. Mr. Matsen has a wealth of
experience in dealing with corporate and business matters and transactions. His
career as a practitioner and professor of law began with his graduation with
honors from the UCLA School of Law in 1967. This followed the award of Mr.
Matsen's Bachelor's of Arts Degree magna cum laude from Brigham Young
University. Mr. Matsen served as a Captain and JAG Officer in the United States
Marine Corps prior to opening his business and transactional law practice in
Orange County in 1971. Mr. Matsen was appointed a Director in December 1998 and
has been employed by the Company since October 1, 1999.

                                    Page 21
<PAGE>

Certain Legal Proceedings

On December 5, 1994, Jon H. Marple and Mary E. Blake, officers and directors of
the Company, voluntarily consented to the entry of a Judgment and Order of
Permanent Injunction and Ancillary Relief by the Superior Court of the State of
California (the "California Consent"), in connection with legal proceedings
initiated by the California Department of Corporations. The California Consent
related to the offer and sale of securities by Micro-Lite Television, Inc., a
Nevada corporation, formerly Marrco Communications, Inc. ("MLTV"), and several
related partnerships and corporations involved in the wireless communications
industry, all of which were owned and controlled by Mr. Marple and Ms. Blake.

The California Consent resulted from an investigation by the California
Department of Corporations commenced in June, 1994. On December 4, 1994, the
California Department of Corporations filed a complaint against MLTV, Mr. Marple
and Ms. Blake (collectively the "defendants") alleging violations of state
securities laws and simultaneously entered into the California Consent. Pursuant
to the California Consent, the complaint against the defendants was dismissed
and settled. Neither Mr. Marple nor Ms. Blake, nor any affiliated entity,
admitted or denied any of the allegations or assertions in the Consent Decree.
No fines, penalties or sanctions were imposed against any of the defendants.

The California Consent provided that the defendants would not offer or sell
securities in violation of the registration requirements of the California
Corporations Code and would not offer or sell any securities by means of any
untrue statement or omission of a material fact. The Consent Decree also
required that the defendants either sell the assets of one affiliated entity
with the consent of the limited partners or offer to repurchase the limited
partnership interests. Mr. Marple and Ms. Blake believe that they have complied
in all material respects with the California Consent. Mr. Marple also
voluntarily entered into similar consent decrees in the State of Wisconsin on
August 10, 1993 and the State of Maine on March 15, 1994 in connection with the
same or related matters involving MLTV and other related entities.

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 22
<PAGE>

Item 10. EXECUTIVE COMPENSATION

                                              Annual                  All Other
      Name and Principal Position          Compensation             Compensation
      ---------------------------          ------------             ------------

Jon H. Marple, President                     $ 177,154                  none
Mary E. Blake, Vice President                $ 112,482                  none

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
July 8, 1999.

                                                        Percentage
            Name of                  Number of        of Outstanding
          Stockholder               Shares Owned       Common Stock
          -----------               ------------       ------------
          Mary E. Blake (1)            7,617,647            44.3
          Jon H. Marple (1)                  --              --
          Richard W. Torney                5,000              *
          Robert B. Santore               26,000              *
          Jeffrey R. Matsen               10,000              *
          All officers and directors
          as a group (3 persons)       7,658,647            44.6


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

                  * Less than 1%

Item 12. CERTAIN TRANSACTIONS AND SUBSEQUENT EVENTS

In April and August of 1998, 12,903 and 25,000 shares respectively of common
stock were issued to J.R. Marple in exchange for accounting services. The values
of these shares at the dates of the grants were $47,573 and $151,550
respectively. Mr. Marple is the son of Jon Marple, CEO of the Company.

In July 1998, the Company issued 10,000 common shares valued at $97,500 to
Robert Santore in exchange for web development services. In August 1998, the
Company issued 25,000 common shares valued at $100,000 to Mr. Santore as part of
the acquisition costs to acquire Man Rabbit House Multimedia, Inc. (additional
shares were issued to an unrelated third party, see further discussion in Note 8
relating to acquisitions). Mr. Santore is the nephew of Mary Blake, President of
the Company.

In February 1999, the Company issued 200,000 shares, valued at $500,000 to a
company owned by J.R. Marple to acquire channel rights. The value of the rights
on the books of the seller was $500,000 and the Company obtained an independent
appraisal supporting such valuation as an approximation of the market value of
the acquired assets.

At March 31, 1999, the Company owed two stockholders $156,690, payable within
the next twelve months without interest. This amount was fully repaid prior to
June 30, 1999. In addition, the Company was owed $80,000 by Jon Marple, CEO and
Mary Blake, President, payable within the next twelve months without interest.
These receivables were satisfied by the transfer of property, including office
equipment and supplies, prior to June 30, 1999.

During the twelve months ended March 31, 1999, 189,850 shares of common stock
were issued to various persons engaged in the activity of promoting the Company
and its stock in the investment community. The names and related information for
each transaction is presented on the following page.

                                    Page 23
<PAGE>

NAME OF  PERSON OR ENTITY      NUMBER OF SHARES ISSUED      VALUE OF TRANSACTION
-------------------------      -----------------------      --------------------
I. Alic                                   2,000             $    5,500

Capital Marketing                         30,000            $   82,500

S. Wood                                   37,850            $  104,087

OTC Communications                        20,000            $   49,680

EB Raymond Associates                    100,000            $  225,000


SUBSEQUENT EVENTS

The following represent acquisitions and significant transactions completed
after the end of the fiscal year ended March 31, 1999 and prior to the filing of
this report.

In December 1998, the Company entered into an Agreement with private investors
(the "Investors") whereby the Investors purchased 2,000 shares of the Company's
convertible Preferred Series A Stock (the "Preferred Stock") for a price of $1.8
million, net of commissions of $0.4 million. In May 1999, the Agreement was
amended to include an additional 2,000 shares of Preferred Stock, which netted
$1.8 million (net of $0.4 million expenses) to the Company. The convertible
feature of the Preferred Stock provides for a rate of conversion that is below
market value. Such feature is normally characterized as a "beneficial conversion
feature". Pursuant to Emerging Issues Task Force No. 98-5 ("EITF 98-5"), the
Company has determined the value of the beneficial conversion feature of the
second issuance of Preferred Stock to be $0.4 million. In the calculation of
basic and diluted net loss per share, such beneficial conversion features have
increased the net loss applicable to common shareholders.

                                    Page 24
<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 (2)
              3.1         Articles of Incorporation (1)
              3.2         Byalws (1)

(1)      Incorporated by reference to such exhibit as filed with the Company's
         registration statement on Form 10-SB, File No. 0-24408.
(2)      Incorporated by reference to such exhibit as filed with the Company's
         Form 10-K as of March 31, 1999 as originally filed.

         (b)      Reports on Form 8-K.

                  None filed during the fourth quarter.



                                   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 May 5, 2000.


                                 IJNT.net, Inc.


                                                     By: /S/ Jon H. Marple
                                                     ---------------------
                                                         Jon H. Marple
                                                         Chief Executive Officer

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 indicated on May 5, 2000.

By: /S/ Jon H. Marple         Chairman of the Board and Chief Executive Officer
   -----------------------
    Jon H. Marple

By: /S/ Mary E. Blake         President, Secretary and Director
   -----------------------
    Mary E. Blake

By: /S/ Richard W. Torney     Director
   -----------------------
    Richard W. Torney

By: /S/ Robert B. Santore     Director
   -----------------------
    Robert B. Santore

By: /S/ Jeffrey R. Matsen     Director, Vice President, General Counsel
   -----------------------
    Jeffrey R. Matsen

                                    Page 25
<PAGE>

                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants




Board of Directors
IJNT.net, Inc.
Salt Lake City, Utah



                          INDEPENDENT AUDITOR'S REPORT


We have audited the accompanying consolidated balance sheet of IJNT.net, Inc.
and Subsidiaries as of March 31, 1999 and 1998, and the related consolidated
statements of operations, changes in shareholders' equity, and cash flows for
the years ended March 31, 1999 and 1998. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IJNT.net, Inc. and
Subsidiaries as of March 31, 1999 and 1998 and the results of their operations,
changes in shareholders' equity, and cash flows for the years ended March 31,
1999 and 1998 in conformity with generally accepted accounting principles.




                                                      /S/  Smith & Company
                                                  CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
July 7, 1999 Except for Note 11,
as to which the date is May 9, 2000

         10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
               Telephone: (801) 575-8297 Facsimile: (801) 575-8306
        E-mail: smith&co@smithandcocpa.com Members: American Institute of
                          Certified Public Accountants
                Utah Association of Certified Public Accountants

                                      F-1
<PAGE>
<TABLE>

                                     CONSOLIDATED BALANCE SHEETS
                     (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<CAPTION>

                                     ASSETS
                                                                                       MARCH 31,          MARCH 31,
                                                                                         1999               1998
                                                                                     -------------      -------------
<S>                                                                                  <C>                <C>
Current assets:
   Cash......................................................................        $        903       $         63
   Accounts receivable, net of allowance for doubtful accounts of $115 and $0,
      respectively...........................................................                 176                 40
   Stock subscription receivable.............................................                   -                794
   Prepaid expenses and other current assets.................................                 387                 58
                                                                                     -------------      -------------
          Total current assets...............................................               1,466                955

Property and equipment (Note 3)..............................................               1,564                976

Other assets:
   Deposits..................................................................                  65                  9
   Loan to shareholder (Note 2)..............................................                  80                  -
   Licenses and other (Note 4)...............................................               1,593                770
                                                                                     -------------      -------------
          Total other assets.................................................               1,738                770
                                                                                     -------------      -------------
          Total assets.......................................................        $      4,768       $      2,710
                                                                                     =============      =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable..........................................................        $        283       $        490
   Accrued liabilities.......................................................                   5                  1
   Accrued payroll, benefits and related costs................................                200                 46
   Note payable..............................................................                   -                 35
   Notes payable to shareholder (Note 2).....................................                 157                 14
   Current portion of long term debt (Note 5)................................                  26                 20
                                                                                     -------------      -------------
          Total current liabilities..........................................                 671                606

Long term debt (Note 5)......................................................                 196                 49
                                                                                     -------------      -------------
          Total liabilities..................................................                 867                655
                                                                                     -------------      -------------
Shareholders' equity:
  Series A Convertible Preferred Stock, $.01 par value; authorized 1,000,000
     shares; 2,000 and 0 issued and outstanding, liquidation preference of
     $2,000 and $0, respectively (Note 9)....................................                   -                  -
  Common Stock, $.001 par value; authorized 20,000,000 shares;
     16,098,129 and 12,854,145 issued and outstanding, respectively..........                  16                 13
  Additional paid-in capital.................................................              15,084              4,615
  Accumulated deficit........................................................             (11,199)            (2,573)
                                                                                     -------------      -------------
          Total shareholders' equity.........................................               3,901              2,055
                                                                                     -------------      -------------
          Total liabilities and shareholders' equity.........................        $      4,768       $      2,710
                                                                                     =============      =============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                F-2
<PAGE>
<TABLE>

                                CONSOLIDATED STATEMENTS OF OPERATIONS
                     (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<CAPTION>

                                                                                          TWELVE MONTHS ENDED
                                                                                          -------------------
                                                                                   MARCH 31, 1999      MARCH 31, 1998
                                                                                   --------------      --------------
<S>                                                                                <C>                 <C>
Revenues......................................................................     $       1,552       $         147
Operating expenses:...........................................................
    Network expenses..........................................................               543                  66
    Payroll and related expenses (Notes 2 and 10).............................             2,421                 774
    Selling, general and administrative expenses (Notes 2 and 10).............             4,293               1,270
    Acquisition costs (Note 8)................................................             1,256                 352
    Depreciation and amortization.............................................             1,219                  83
                                                                                   --------------      --------------
        Total operating expenses..............................................             9,732               2,545
                                                                                   --------------      --------------
Operating loss................................................................            (8,180)             (2,398)

Interest income...............................................................                65                  13
Interest expense..............................................................              (147)                (10)
                                                                                   --------------      --------------
Net loss......................................................................            (8,262)             (2,395)

Preferred stock beneficial conversion feature (Note 9)........................              (364)                  -
                                                                                   --------------      --------------
Net loss applicable to common shareholders....................................     $      (8,626)      $      (2,395)
                                                                                   ==============      ==============

Net loss per share, basic and diluted.........................................     $       (0.58)      $       (0.21)
                                                                                   ==============      ==============
Weighted-average number of shares, basic and diluted..........................        14,890,130          11,528,021
                                                                                   ==============      ==============
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                                F-3
<PAGE>

<TABLE>

                          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<CAPTION>

                                              Series A
                                             Convertible                                  Additional
                                           Preferred Stock           Common Stock           Paid-In       Accumulated
                                          Shares     Amount      Shares        Amount       Capital         Deficit        Total
                                         ---------- --------- -------------- ----------- -------------  -------------- -------------
<S>                                          <C>    <C>          <C>         <C>         <C>            <C>            <C>
Balances at March 31, 1997                       -  $      -     11,165,563  $       11  $      1,676   $        (178) $      1,509

   See Notes 8 and 10

   Issue shares to retire debt                   -         -        155,000           -             1               -             1
   Issue shares to acquire subsidiary            -         -        211,000           -           422               -           422
   Issue shares for services                     -         -         15,000           -            32               -            32
   Sale of shares in private placements          -         -      1,307,582           2         2,484               -         2,486
   Net loss                                      -         -              -           -             -          (2,395)       (2,395)
                                         ---------- --------- -------------- ----------- -------------  -------------- -------------

Balances at March 31, 1998                       -         -     12,854,145          13         4,615          (2,573)        2,055

   See Notes 8, 9 and 10

   Issue shares to acquire subsidiaries
     and/or operations                           -         -        335,621           -           873               -           873
   Issue shares for services                     -         -        453,873           1         1,650               -         1,651
   Issue shares to retire debt                   -         -         25,456           -            70               -            70
   Issue shares to pay interest                  -         -         44,544           -           122               -           122
   Issue shares to purchase assets               -         -        507,719           -         1,400               -         1,400
   Issue shares for redemption of
     warrants                                    -         -        512,821           1           999               -         1,000
   Sale of shares in private placements
     (net of issuance costs)                     -         -      1,363,950           1         3,191               -         3,192
   Issue convertible preferred stock
     (net of issuance costs)                 2,000         -              -           -         1,800               -         1,800
   Beneficial conversion feature of
     convertible preferred stock                 -         -              -           -           364            (364)            -
   Net loss                                      -         -              -           -             -          (8,262)       (8,262)
                                         ---------- --------- -------------- ----------- -------------  -------------- -------------

Balances at March 31, 1999                   2,000  $      -     16,098,129  $       16  $     15,084   $     (11,199) $      3,901
                                         ========== ========= ============== =========== =============  ============== =============

                          See accompanying notes to consolidated financial statements

                                                     F-4
</TABLE>
<PAGE>
<TABLE>

                                CONSOLIDATED STATEMENT OF CASH FLOWS
                                       (AMOUNTS IN THOUSANDS)
<CAPTION>
                                                                                         TWELVE MONTHS ENDED
                                                                                         -------------------
                                                                                   MARCH 31, 1999      MARCH 31, 1998
                                                                                   --------------      --------------
<S>                                                                                <C>                 <C>
Cash flows used in operating activities:
   Net loss......................................................................  $      (8,262)      $      (2,395)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Bad debt expense..........................................................            115                   -
       Depreciation and amortization.............................................          1,219                  83
       Stock issued for services.................................................          1,650                  32
       Stock issued for interest.................................................            122                   -
       Write-off of goodwill.....................................................            823                 352
       Changes in current assets and liabilities.................................
           Accounts receivable...................................................           (251)                (40)
           Prepaid expenses and other current assets.............................           (329)                (58)
           Account payable.......................................................           (207)                300
           Accrued liabilities...................................................              4                   1
           Accrued payroll.......................................................            154                  46
                                                                                   --------------      --------------
   Net cash used in operating activities.........................................         (4,962)             (1,679)
                                                                                   --------------      --------------
Cash flows used in investing activities:
   Loan to shareholder...........................................................            (80)                  -
   Purchases of fixed assets.....................................................           (965)                  -
   Purchase of licenses and other assets ........................................           (214)                  -
   Increase in deposits .........................................................            (56)                (18)
                                                                                   --------------      --------------
   Net cash used in investing activities.........................................         (1,315)                (18)
                                                                                   --------------      --------------
Cash flows provided by financing activities:
   Borrowings from shareholders..................................................            143                  14
   Repayments of current debt ...................................................            (35)                  -
   Borrowings of long term debt..................................................            339                  84
   Repayments of long term debt..................................................           (116)                (28)
   Proceeds from sale of convertible preferred stock.............................          1,800                   -
   Proceeds from exercise of warrants............................................          1,000                   -
   Collection of subscriptions receivable........................................            794                   -
   Proceeds from sale of common stock............................................          3,192               1,690
                                                                                   --------------      --------------
   Net cash provided by financing activities.....................................          7,117               1,760
                                                                                   --------------      --------------

 Net increase in cash............................................................            840                  63
 Cash at beginning of period.....................................................             63                   -
                                                                                   --------------      --------------
 Cash at end of period...........................................................  $         903       $          63
                                                                                   ==============      ==============

Supplemental schedule of non-cash investing and financing activities:
   Issuance of common stock for asset purchases..................................  $       1,400       $           -
                                                                                   ==============      ==============
   Issuance of common stock to acquire subsidiaries and/or operations............  $         873       $           -
                                                                                   ==============      ==============
   Issuance of common stock to retire debt.......................................  $          70       $           -
                                                                                   ==============      ==============

Cash paid for:
   Interest......................................................................  $          24       $          10
                                                                                   ==============      ==============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                F-5
<PAGE>

                                 IJNT.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


NOTE 1:               SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                      Principles of Consolidation
                      The consolidated financial statements for 1998 include the
                      accounts of the Company and its wholly-owned subsidiaries
                      IJNT, Inc., which was incorporated January 15, 1997 under
                      the laws of the State of Nevada, and Access
                      Communications, Inc., a Texas corporation, which was
                      purchased January 1, 1998. The consolidated financial
                      statements for 1999 include the accounts of the Company
                      and its wholly-owned subsidiaries IJNT, Inc.; Access
                      Communications, Inc.; WebIt of Utah, Inc., a Utah
                      corporation purchased April 17, 1998; UrJet Backbone
                      Network, Inc., which was incorporated in December 1998
                      under the laws of Nevada; Man Rabbit House Multimedia,
                      Inc., a California corporation purchased August 14, 1998;
                      and Global Broadband Services, Inc., a Nevada corporation
                      purchased February 22, 1999. 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. During the year ended March
                      31, 1999, the name was changed to IJNT.net Corporation,
                      then to IJNT International, Inc. and finally to IJNT.net,
                      Inc. The Company acquired the bulk of its assets July 31,
                      1997 with the acquisition of IJNT, Inc. The Company and
                      its subsidiaries are engaged in the business of providing
                      wireless internet access through microwave technology,
                      dial-up internet access, web site design, web hosting
                      services, fiber backbone connectivity, and a variety of
                      telecommunications carrier services.

                      Basis of Accounting and Revenue Recognition
                      The consolidated financial statements are prepared using
                      the accrual basis of accounting where revenues are
                      recognized when earned and expenses are recognized when
                      incurred. Wireless internet service requires certain
                      hardware items which must be installed at the customer's
                      location. The sales of the equipment and installation
                      labor are recognized as revenue in the period in which the
                      equipment is installed. Internet access revenue is
                      recognized monthly as it is billed. Web site development
                      services revenue is recognized based on stages of
                      development, typically over a period of one to three
                      months, as the customer authenticates the stages.

                      Net Loss Per Share
                      Net loss available to common stockholders per share is
                      computed by dividing net loss by the weighted average
                      number of common shares outstanding during the period. Net
                      loss applicable to common shareholders has been increased
                      for the effect of the preferred stockholder beneficial
                      conversion feature (see Note 9). The Company had no
                      outstanding warrants or options as of March 31, 1999 or
                      March 31, 1998.

                      Property and Equipment
                      Property and equipment consists of network costs
                      associated with the development and implementation of the
                      DSL networks, office and computer equipment, vehicles,
                      furniture and fixtures and leasehold improvements. Assets
                      are stated at cost less accumulated depreciation.
                      Depreciation is computed using the straight-line method
                      over the estimated useful lives of the related assets,
                      which are three to five years for furniture and fixtures,
                      vehicles and office and computer equipment. Major
                      improvements to leased office space are capitalized and
                      amortized over the shorter of their useful lives or the
                      term of the lease. Network equipment is depreciated over
                      five years.

                      Impairment of long-lived assets
                      The Company assesses the recoverability of long-lived
                      assets by determining whether the depreciation and
                      amortization of the assets' balance over its remaining
                      life can be recovered through projected undiscounted
                      future cash flows. The amount of impairment, if any, is
                      measured based on fair valued and charged to operations in
                      the period in which the impairment is determined by
                      management. Management has determined that there is no
                      impairment of long-lived assets as of March 31, 1999 and
                      1998, other than Goodwill (see Note 8) and one of the
                      frequency licenses, which was written off at March 31,
                      1999 (see Note 4).

                                      F-6
<PAGE>

                                 IJNT.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


NOTE 1:               SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                      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. 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). Income taxes are provided on the liability method
                      whereby deferred tax assets and liabilities are recognized
                      for the expected tax consequences of temporary differences
                      between the tax basis and reported amounts of assets and
                      liabilities. Deferred tax assets and liabilities are
                      computed using enacted tax rates expected to apply to
                      taxable income in the years in which temporary differences
                      are expected to be recovered or settled. The effect on
                      deferred tax assets and liabilities from a change in tax
                      rates is recognized in income in the period that includes
                      the enactment date. An allowance against deferred tax
                      assets is recorded when it is more likely than not that
                      the Company will not realize tax assets through future
                      operations.

                      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 materially differ from these estimates.

                      Reclassifications
                      Certain amounts in the prior period's consolidated
                      financial statements have been reclassified to conform to
                      the current period presentation.

                      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.

NOTE 2:               RELATED PARTY TRANSACTIONS

                      In April and August of 1998, 12,903 and 25,000 shares,
                      respectively, of common stock were issued to J.R. Marple
                      in exchange for accounting services (see Note 10). The
                      values of these shares at the dates of the grants were $48
                      and $152 respectively. Mr. Marple is the son of Jon
                      Marple, CEO of the Company.

                      In July 1998, the Company issued 10,000 common shares
                      valued at $98 to Robert Santore in exchange for web
                      development services. In August 1998, the Company issued
                      25,000 common shares valued at $100 to Mr. Santore as part
                      of the acquisition costs to acquire Man Rabbit House
                      Multimedia, Inc. (additional shares were issued to an
                      unrelated third party, see further discussion in Note 8).
                      Mr. Santore is the nephew of Mary Blake, President of the
                      Company.

                      In February 1999, the Company issued 200,000 shares,
                      valued at $500, to a company owned by J.R. Marple to
                      acquire MMDS and ITFS channel rights (see Note 4). The
                      Company obtained an independent appraisal supporting the
                      valuation of the acquired assets.

                      At March 31, 1999, the Company owed two stockholders $157,
                      payable within the next twelve months without interest.
                      This amount was fully repaid prior to June 30, 1999. In
                      addition, the Company was owed $80 by Jon Marple, CEO and
                      Mary Blake, President, payable within the next twelve
                      months without interest. These receivables were satisfied
                      by the transfer of property, including office equipment
                      and supplies, prior to June 30, 1999.

                                      F-7
<PAGE>

                                 IJNT.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


NOTE 3:               PROPERTY AND EQUIPMENT

                      Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
                                                      March 31, 1999        March 31, 1998
                                                    ------------------    ------------------
                    <S>                             <C>                   <C>
                    Furniture                       $             180     $             128
                    Equipment                                     620                   206
                    Transmission Equipment                      1,366                   710
                    Leased Vehicle                                 13                    13
                                                    ------------------    ------------------
                    Subtotal                                    2,179     $           1,057
                    Less Accumulated Depreciation                (615)                  (81)
                                                    ------------------    ------------------
                                                    $           1,564     $             976
                                                    ==================    ==================
</TABLE>

NOTE 4:               LICENSES AND OTHER

                      The Company owns various MMDS, ITFS, and LPTV (wireless
                      cable) licenses to operate in various cities. The Company
                      has also recently purchased customer bases from two
                      entities and signed a non-compete agreement with an
                      officer. These assets are recorded at cost and amortized
                      on a straight-line basis over the life of the assets (up
                      to 10 years). The Company reviewed publicly available
                      documents concerning acquisitions of similar licenses and
                      rights by the following companies:

                      1.    Sprint's acquisition of Videotron USA for
                            approximately $108.0 million in May 1999.
                      2.    Antilles Wireless, LLC acquisition of wireless cable
                            channel rights from American Telecasting, Inc. for
                            approximately $6.2 million in April 1999.
                      3.    MCI Worldcom Inc.'s acquisition of entire capital
                            stock of CAI for approximately $408.0 million in
                            April 1999.
                      4.    Sprint's acquisition of People's Choice TV Corp. for
                            approximately $100.2 million in April 1999.

                      The Company has also consulted with Mr. Andrew Nestor, an
                      industry expert, regarding the valuation of its licenses
                      and lease rights. Based on the above-described research
                      and analysis, management believes that the cost of assets
                      as carried on the books is an appropriate approximation of
                      the fair value of such licenses and lease rights.

                      During the year ended March 31, 1999 the Company
                      determined that the LPTV rights and licenses were
                      impaired, and has written off the cost of such licenses.

                      A summary of licenses and other is as follows:
<TABLE>
<CAPTION>
                                                                       March 31, 1999     March 31, 1998
                                                                       --------------     --------------
                    <S>                                                <C>                <C>
                    MMDS channel rights (see Notes 2 and 10)           $         450      $          62
                    LPTV rights and licenses                                       -                699
                    ITFS channel rights (see Notes 2 and 10)                     635                  -
                    Customer bases                                               239                  -
                    Fair Auction Website (see Note 10)                           213                  -
                    Non-compete agreement                                         50                  -
                    Miscellaneous costs                                           12                  9
                                                                       --------------     --------------
                    Subtotal                                                   1,599                770
                    Less Accumulated amortization                                (6)                  -
                                                                       --------------     --------------
                                                                       $       1,593      $         770
                                                                       ==============     ==============
</TABLE>

                                      F-8
<PAGE>

                                 IJNT.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


NOTE 5:                    LONG-TERM LIABILITIES

                         Long-term debt at March 31, 1999 is detailed as
                         follows:
<TABLE>
<CAPTION>
                                                                 Principal Balance
                                                              Current          Long-term
                                                           --------------     ------------
                         <S>                               <C>                <C>
                         Vehicle contract                  $          13      $        19
                         Vehicle contract                              4                8
                         Vehicle lease                                 9                4
                         Note payable to consultant                                   133
                         Note payable to corporation                                   32
                                                           --------------     ------------
                                                           $          26      $       196
                                                           ==============     ============
</TABLE>

                         Scheduled principal reductions of the debt are as
                         follows:

                            2000                           $          26
                            2001                                     176
                            2002                                      20
                                                           --------------
                                                           $         222
                                                           ==============

NOTE 6:                    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>
                                  2000                                 $          535      $           82     $          617
                                  2001                                            487                  72                559
                                  2002                                            466                  72                538
                                  2003                                            435                  71                506
                                  Beyond 2003                                     185                  71                256
                                                                       ---------------     ---------------    ---------------
                                                                       $        2,108      $          368     $        2,476
                                                                       ===============     ===============    ===============
</TABLE>

                           Payments under these leases (included in general and
                           administrative expenses) were $317 for the year ended
                           March 31, 1999 and $191 for the year ended March 31,
                           1998.

NOTE 7:                    INCOME TAXES

                           No federal income taxes were due for the years ended
                           March 31,1999 or 1998.

                           At March 31, 1999, 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.

                                      F-9
<PAGE>

                                 IJNT.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


NOTE 8:                    ACQUISITIONS OF SUBSIDIARIES AND/OR OPERATIONS

                           The Company has issued 546,621 shares to acquire
                           subsidiaries and/or operations (treated as purchase
                           transactions) as follows:
<TABLE>
<CAPTION>
                           <S>                      <C>                                       <C>
                           January 1, 1998       Access Communications, Inc. (1)              241,333
                           April 17, 1998        WebIt of Utah, Inc.                           20,000
                           August 4, 1998        Man Rabbit House Multimedia, Inc.             35,288
                           February 22, 1999     Global Broadband Services, Inc.              250,000
                                                                                      ----------------
                                                                                              546,621
                                                                                      ================
                           (1) Includes an additional 30,333 shares issued in January 1999
</TABLE>
                           All of the acquisitions have been accounted for as
                           purchases in accordance with Accounting Principles
                           Board Opinion No. 16, "Business Combinations ". The
                           purchase consideration paid, in the aggregate for all
                           transactions, exceeded the fair values of the net
                           assets acquired by $1,175. The Company determined
                           that such goodwill was impaired, and accordingly,
                           expensed $823 and $352 during the years ended March
                           31, 1999 and 1998, respectively. In addition, the
                           Company determined that various fixed assets and one
                           note receivable acquired from a subsidiary were
                           impaired, and accordingly, expensed $225 and $208,
                           respectively, as acquisition costs for the year ended
                           March 31, 1999. The Company has determined that the
                           historical operations of the subsidiaries acquired
                           were minimal, and accordingly, proforma presentation
                           for 1999 and 1998 has been omitted.

NOTE 9:                    REDEEMABLE PREFERRED STOCK

                           In December 1998, the Company entered into an
                           agreement with private investors (the "Investors")
                           whereby the Investors purchased 2,000 shares of the
                           Company's convertible Preferred Series A Stock (the
                           "Preferred Stock") for a gross price of $2,000, net
                           of commissions of $200. The convertible feature of
                           the Preferred Stock provides for a rate of conversion
                           that is below market value. Under terms of the
                           Agreement, the Investors have the right to convert
                           the Preferred Stock to common stock at a 20% discount
                           from the average closing price of the Company's
                           common stock for the five business days immediately
                           preceding a request for conversion. Such feature is
                           normally characterized as a "beneficial conversion
                           feature". Pursuant to Emerging Issues Task Force No.
                           98-5 ("EITF 98-5"), the Company has determined the
                           value of the beneficial conversion feature of the
                           Preferred Stock to be $364. In the calculation of
                           basic and diluted net loss per share, such beneficial
                           conversion feature has increased the net loss
                           applicable to common shareholders. No shares have
                           been converted as of March 31, 1999. The Preferred
                           Stock carries a liquidation preference of $1.00 per
                           share of Preferred Stock, for a total of $2,000 at
                           March 31, 1999.

NOTE 10:                   SHAREHOLDERS' EQUITY

                           Private Placements
                           During fiscal 1999 and 1998, the Company sold shares
                           of common stock through various private placements.
                           The Company issued an aggregate 1,363,950 and
                           1,307,582 shares for net consideration of $3,192 (net
                           of commissions of $3,068) and $2,486 during the years
                           ended March 31, 1999 and 1998, respectively. The
                           prices at which the shares were issued were generally
                           at a significant discount from the prevailing market
                           price of the Company's common stock. The Company has
                           relied on registration exemptions provided under
                           Regulations D and S and in section 4(2) of the
                           Securities Act of 1933, as amended.

                           Warrants to Purchase Common Stock
                           At March 31, 1999, there were no warrants outstanding
                           to purchase shares of the Company's common stock.
                           Additionally, and as described in Note 9 above, the
                           2,000 shares outstanding of Convertible Preferred
                           Series A Stock was convertible into 1,162,899 shares
                           of the Company's common stock as of March 31, 1999.

                                      F-10
<PAGE>

                                 IJNT.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


NOTE 10:                   SHAREHOLDERS' EQUITY (Continued)

                           Shares Issued for Services
                           During the years ended March 31, 1999 and 1998, the
                           Board of Directors authorized the issuance of 453,873
                           and 15,000, respectively, shares of common stock to
                           various individuals and employees as compensation for
                           services provided to the Company. The shares were
                           valued at market prices ranging from $2.13 to $12.00
                           as of the day of Board approval. The Company recorded
                           compensation expense and professional fees expense
                           totaling $1,651 and $32, respectively, for the years
                           ended March 31, 1999 and 1998.

                           Shares Issued to Purchase Assets

                           During the year ended March 31, 1999 the Board of
                           Directors authorized the issuance of 507,719 shares
                           of common stock to various individuals to purchase
                           assets. The shares were valued at market prices
                           ranging from $2.13 to $3.31 as of the day of Board
                           approval. The Company recorded ITFS channel rights
                           and miscellaneous other assets in the amount of $687
                           (see Note 4), MMDS and ITFS channel rights in the
                           amount of $500 (see also Notes 2 and 4) and rights to
                           the Fair Auction website in the amount of $213 (see
                           Note 4).

NOTE 11:                   CHANGES TO FINANCIAL STATEMENTS

                           The consolidated financial statements as of and for
                           the year ended March 31, 1999 have been restated to
                           correct the following errors:

                           During the year ended March 31, 1999, shares of
                           common stock were issued for services, to acquire
                           assets and to settle debts. These shares were
                           originally recorded at a discounted value from the
                           free-trading price of similar shares. The Company has
                           restated the value of the shares tendered using the
                           free-trading market price as the basis for all such
                           issuances. Such restatement resulted in additional
                           expense of $1,367 for the year ended March 31, 1999.

                           During April 1999, 123,000 shares of common stock
                           were issued pursuant to a binding agreement dated
                           March 30, 1999. This transaction had not previously
                           been reflected in the financial statements of the
                           Company. This transaction has now been reflected in
                           the consolidated financial statements of the Company,
                           resulting in additional expense totaling $49 and
                           recordation of other assets totaling $213.

                           An error was made in the calculation of the preferred
                           stock beneficial conversion feature. The beneficial
                           conversion feature was overstated by $200. The
                           correct impact of the conversion feature has been
                           reflected in the financial statements.

                           The net realizability of LPTV frequency licenses has
                           been reevaluated as of March 31, 1999. Upon such
                           reevaluation, it was determined that these licenses
                           were impaired. As a result, the Company charged the
                           cost of these licenses, in the amount of $699, to
                           operations, resulting in additional expense and a
                           reduction in net assets of $699.

                           Certain components of property, plant and equipment
                           were written down to their net realizable value as of
                           March 31, 1999, and the depreciable lives of certain
                           asset classifications were shortened, resulting in a
                           charge to operations and a reduction to net property,
                           plant and equipment of $750.

                           A reserve for uncollectible accounts receivable was
                           not previously recorded in the financial statements.
                           Such reserve has now been recorded, resulting in a
                           charge to operations of $115.

                           A note receivable recorded in conjunction with an
                           acquisition was deemed uncollectible and was written
                           off, resulting in a charge to operations and a
                           reduction of assets of $208.

                                      F-11