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

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED: December 31, 2000

                                       OR

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         Commission file number: 0-30058

                                E*COMNETRIX INC.
              (Exact name of small business issuer in its charter)

          Canada                                      Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

   180 Grand Avenue, Suite 450,
        Oakland, California                             94612
(Address of principal executive offices)              (Zip Code)

                    Issuer's telephone number: (415) 331-5111

         Securities Registered Under Section 12(b) of the Exchange Act:
                                      None

         Securities Registered Under Section 12(g) of the Exchange Act:
                                  Common Shares
                                (Title of class)

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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant'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. |_|

     Revenue for the most recent fiscal year: $5,293,937

     Aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant, as of March 31, 2001: $4,380,953

     Number of shares outstanding of each of the Registrant's  classes of common
equity, as of March 31, 2001: 13,509,441 Common Shares

     Documents Incorporated by Reference: None


<PAGE>

<TABLE>

                                      TABLE OF CONTENTS

<S>                                                                                                <C>
PART I .............................................................................................1

  ITEM 1.   DESCRIPTION OF BUSINESS.................................................................2

  ITEM 2.   PROPERTIES.............................................................................29

  ITEM 3.   LEGAL PROCEEDINGS......................................................................30

  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS.......................................................................30

PART II ...........................................................................................30

  ITEM 5.   MARKET PRICE FOR THE REGISTRANT'S COMMON
            EQUITY AND RELATED STOCKHOLDER MATTERS.................................................30

  ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS..........................................39

  ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............................................46

  ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURES................................................46

PART III ..........................................................................................46

  ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
            AND CONTROL PERSONS; COMPLIANCE WITH
            SECTION 16(a) OF THE EXCHANGE ACT......................................................46

  ITEM 10.  EXECUTIVE COMPENSATION.................................................................50

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
            OWNERS AND MANAGEMENT..................................................................59

  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................................61

  ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.......................................................62

</TABLE>



                                       i
<PAGE>

PART I

Note Regarding Forward-Looking Statements


     Except for statements of historical  fact,  certain  information  contained
herein constitutes "forward-looking  statements," including, without limitation,
statements  that express or involve  discussions  with  respect to  predictions,
expectations,  beliefs, plans,  projections,  objectives,  assumptions or future
events or  performance  (often,  but not always,  using words or phrases such as
"expects"  or "does  not  expect",  "is  expected",  "anticipates"  or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could",  "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical  fact and may be  "forward-looking
statements." Such  forward-looking  statements  involve known and unknown risks,
uncertainties   and  other  factors  which  may  cause  the  actual  results  or
achievements  of the Company to be materially  different from any future results
or  achievements  of the Company  expressed  or implied by such  forward-looking
statements.  Such factors include,  among others,  the following:  the Company's
limited  operating  history,   competition,  the  telecommunications  regulatory
environment,   dependency  upon  facility  based  carriers,  dependency  on  the
integrity of call records,  minimum volume commitments,  dependency on effective
information systems, dependency on key personnel and other risks associated with
the  telecommunications  industry. See "Description of Business - Risk Factors."
Such  statements  are included,  among other places,  in this document under the
headings   "Description   of  Business,"   "Description   of   Properties"   and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."

Currency and Exchange Rates

     The  following  table sets out the exchange  rates for one Canadian  dollar
("C$")  expressed in terms of one United States dollar  ("US$") in effect at the
end of the  following  periods,  and the average  exchange  rates  (based on the
average of the exchange rates on the last day of each month in such periods) and
the range of high and low exchange rates for such periods.

<TABLE>
                                 U.S. Dollars Per Canadian Dollar
                                  Fiscal Year Ended December 31,
                                  ------------------------------
                                 2000           1999           1998            1997            1996
                                 ----           ----           ----            ----            ----
<S>                             <C>           <C>              <C>            <C>             <C>
End of period                   0.6676        0.6944           0.6504         0.6999          0.7301
High for the period             0.6983        0.6944           0.7105         0.7487          0.7513
Low for the period              0.6397        0.6534           0.6341         0.6945          0.7235
Average for the period          0.6740        0.6742           0.6714         0.7197          0.7329
</TABLE>

     Exchange  rates are based  upon the noon  buying  rate in New York City for
cable transfers in foreign  currencies as certified for customs  purposes by the
Federal  Reserve  Bank of New York.  The noon rate of exchange on May 3, 2001 as
reported  by the  United  States  Federal  Reserve  Bank  of New  York  for  the
conversion of Canadian dollars into United States dollars was US$0.65 (US$1.00 =
Cdn. $1.53).  Unless otherwise  indicated,  in this annual report on Form 10-KSB
(the  "Registration  Statement" or "Form 10-KSB") all  references  herein are to
United  States  dollars.  In  addition,  the  Company's  consolidated  financial
statements are presented in U.S. dollars.



                                       1
<PAGE>


ITEM 1. DESCRIPTION OF BUSINESS.

     HISTORY OF THE COMPANY

     E*Comnetrix  Inc.  (the  "Company"  or  "Registrant")   markets  and  sells
telecommunications data, Internet services, and electronic document delivery and
Internet marketing solutions. The Company was incorporated under the Company Act
of British  Columbia,  Canada,  on December 23, 1991,  under the name  "Jackpine
Mining Co. Inc." The Company's common shares listed for trading on the Vancouver
Stock Exchange  ("VSE") under the symbol "UVT" on December 20, 1993 and delisted
from the VSE on the January 31,  2000.  The  Company's  common  shares have been
quoted on the NASD Over the  Counter  Bulletin  Board since  September  7, 1999,
first,  under the symbol  "YDSLF",  and from June 20,  2000  through the present
under the symbol "ECNXF."

     On  June  19,  2000,  the  Company  continued  under  the  Canada  Business
Corporations Act and changed its name to E*Comnetrix Inc.

     On September 15, 2000,  the Company  acquired  90.28% of the common capital
stock of Exstream  Data,  Inc.  ("EDI"),  a California  corporation,  in a share
exchange  transaction.  As a  result  of the  transaction,  the  Company  issued
2,703,036 common shares and assumed 199,515 share purchase options with exercise
prices  ranging from $0.48 to $1.00.  The remaining  9.72% of the common capital
stock  of  EDI  was  retained  by two  dissenting  shareholders.  See  "Material
Agreements - Perell  Lawsuit." The Company  consolidated  the accounts of EDI in
its financial  statements and  information  subsequent to September 15, 2000. On
January  19,  2001,  the  Company  purchased  the  9.72%  interests  held by the
dissenting  shareholders by issuing 291,128  restricted common shares,  bringing
the Company's interest in EDI to 100%.

     On September 15, 2000,  the Company  acquired  89.5% of the common  capital
stock of MovingBytes.com Inc. ("MBI"), a Nevada corporation,  in a cash purchase
transaction  for $511.  The  Company  consolidated  the  accounts  of MBI in its
financial  reports  subsequent  to September  15, 2000.  In December  2000,  the
Company wound up and dissolved MBI.

     On  September  19,  2000,  the  Company   formed  Moving  Bytes   Broadband
Corporation  ("MBB"),  a Nevada  Corporation,  and Layer 427, Inc.  ("L427"),  a
Nevada  Corporation.  During the year ending December 31, 2000, L427 and MBB had
no revenues, profits or material losses. Layer 427 is currently inactive.

     On March 9, 2001, the Company closed a $200,000 private placement financing
at $0.50 per common share with non-U.S. persons outside of the United States. In
addition,  the  Company  issued  200,000  non-transferable  warrants to purchase
common shares exercisable at $1.00 per share for a period of two years.

     On March 31, 2001, the Company  completed the merger of USV  Telemanagement
Inc.,  a  California  corporation  and  wholly-owned  subsidiary  of the Company
("USVT"),  and MBB. USVT was the surviving  entity and is the operating  company
for the Company's  telecommunications services. There were no material financial
effects as a result of the merger.



                                       2
<PAGE>

BUSINESS OF THE COMPANY

     The Company,  through its  wholly-owned  subsidiaries,  USVT and EDI, sells
telecommunication,  data, integrated T-1, Internet,  Digital Subscriber Line and
other network services and electronic  document delivery and Internet  marketing
solutions.

Telecommunications Services

     Overview

     The Company,  through its wholly-owned  subsidiary USVT sells voice,  data,
broadband   telecommunications   connectivity  and  other  related  services  to
commercial  customers.  In its December 3, 1999 release  report  "Statistics  of
Communications  Common  Carriers," the Industry Analysis Division of the Federal
Communications  Commission's Common Carrier Bureau estimated that, in the United
States, there are over seven hundred (700) long distance service providers, who,
along with incumbent local exchange carriers,  private carriers,  and resellers,
generated total telecommunications revenue of approximately $246 billion dollars
in the United States in 1998.

     The Company purchases underlying services on a wholesale basis, and resells
it to end users at retail prices typically below those of its major competitors,
which include AT&T,  MCI/WorldCom,  GTE  California  Inc., U. S. West Inc.,  and
Sprint.   The  Company   primarily  sells  its  services   through   independent
"interconnect"  companies that sell,  lease,  install and service  telephone and
other  telecommunications  equipment  to end users.  The Company  believes  that
interconnect companies are unique distribution channels.  Interconnect companies
are  generally  the  primary   installers  of  trunk  lines,   phone  lines  and
telecommunications  systems (phones, voice mail systems, switch boards, etc.) in
office  buildings and often lease  telecommunications  systems  equipment to the
Company's target market, business end-users,  for terms of between three to five
years.   Most   interconnect   companies   service  and  upgrade   their  leased
telecommunications  systems and are frequently  contacted when end-users seek to
increase  capacity or require  additional  telecommunications  equipment,  phone
lines  or  other  services.  As a  result  of  this  relationship,  interconnect
companies generally develop long-term relationships with their customers and are
frequently   in   position  to   recommend   local,   long-distance   and  other
telecommunication  service providers to their customers.  The Company intends to
position  itself as a  provider  of  network  services  solutions  sold  through
independent interconnect companies. To date, the Company has developed a network
of 30+ independent interconnect  distributors in California.  See "Marketing and
Sales Strategy - Interconnect Companies."

     The Company believes that its relationships  with its interconnect  company
distributors  has allowed the Company to position  itself in the  marketplace to
effectively sell business telephony services (long distance, Internet access and
other  related  telephone  services)  to  end  users.  With  the  advent  of the
deregulation of the local services market, the Company believes its interconnect
distributors are uniquely  positioned to market the Company's telephony services
because the  interconnect  company is generally the end user's  primary point of
contact for the installation of incumbent central office trunks and office phone
lines. This means that new and existing telephone services customers,  under the
guidance  of their  interconnect  equipment  vendor,  may now  select  the local
telephony  services provider of their choice, as well as their provider for long
distance and other telephony services.



                                       3
<PAGE>

     In the  future,  the  Company may offer and sell  additional  products  and
services including Internet  telephony based solutions  ("Internet  Telephony").
Internet  Telephony  solutions  may  consist  of  local,  long  distance,  data,
Internet,  video and other media  transmitted in a packet  switched format using
Internet protocols.

     The Telecommunications Reseller Industry

     Prior to 1974, AT&T and the Bell System all but exclusively  controlled the
entire  U.S.  telecommunications  services  market.  In  the  early  1980s,  the
telecommunications  industry was deregulated,  and in 1984, AT&T divested itself
of 22 local telephone companies.  The deregulation of the long distance industry
was designed to open competition in the telecommunications  industry. The market
is now  dominated  by several  companies  rather than one,  and  competition  is
intense among the more than 900 carriers and resellers of long distance services
nationwide.  However,  because  of  its  power  in the  market,  AT&T  is  still
considered by the Federal  Communications  Commission ("FCC"), the Department of
Justice and the U.S. judiciary as the industry's  "dominant"  carrier.  As such,
its services are offered through  tariffs filed with the FCC  prescribing  terms
and conditions that apply to all customers.

     A long distance  telephone call  originates  with a customer within a local
exchange network and travels along the local exchange network to a long distance
carrier (a "Carrier").  The long distance  carrier  combines the call with other
calls and sends them along a long distance network to a different local exchange
network where the call terminates.

     The major  U.S.  telecommunications  carriers  ("Carriers")  include  AT&T,
Sprint and  MCI/WorldCom,  Inc.  Carriers  own and manage  switching  systems to
create  their  own long  distance  networks.  Carriers  have  built up an excess
capacity,  allowing them to "rent" switch,  line and network management services
to telecommunications resellers.

     In the late 1980's,  telecommunications  resellers, like the Company, which
owned neither switching equipment nor their own transmission  lines,  emerged to
provide  discounted  long  distance  services to  end-users.  Telecommunications
resellers  purchase services from Carriers at wholesale prices and offer them to
their subscribers at discount prices. Telecommunications resellers sell services
under their own names and maintain  provider-customer  relationships  with their
subscribers.

     By "renting" the principal physical elements,  telecommunications resellers
are able to become "Virtual  Carriers",  differentiating  them from  traditional
Carriers. To become a Virtual Carrier, a reseller must have a significant volume
of  traffic  and  enough  working  capital  to  sustain  operational  cash  flow
requirements.

     Business Strategy

     The Company's  target  market for its telephony  services is the segment of
end-users  constituting   small-to-medium  sized  businesses.   Currently,   the
Company's  primary customers are commercial  businesses with  telecommunications
usage of less than five thousand dollars ($5,000) per month.

     The Company's  basic  marketing  strategy has been, and continues to be, to
build and maintain a network of independent interconnect companies through which
the Company can sell and market its services to end-users.  See  "Marketing  and
Sales Strategy - Interconnect Companies." The Company currently serves customers
in California and intends to expand its operations to serve customers throughout
the United States.



                                       4
<PAGE>

     The Company believes that it will be successful in acquiring new customers,
cross-selling  enhanced  products  and services to its  existing  long  distance
customers and maintaining customer retention. The Company's business strategy is
to :

     o    be  a  one-stop  telephony  service  provider  offering  quality  long
          distance  services at competitive  prices and in the future,  Internet
          Telephony solutions;

     o    acquire  and  retain   market   share   through  its  sales  force  of
          interconnect companies and through focused customer service;

     o    build and retain market share  through  advanced  technologies  and an
          advanced operational support system;

     o    target  the  market of small and  medium-sized  businesses,  which the
          Company  believes  to be  under-served,  with a focus  on the  Western
          regions of the United States (specifically, California); and

     o    expand  through  strategic  growth  into  other  regions of the United
          States.

     The Company  currently  intends to fund operating and expansion  costs from
cash flow from operations,  but may require additional  financing as the Company
expands its service  areas and offers  additional  services  and products to end
users.  There can be no assurance that the Company will successfully  expand its
operations  into other  markets or that  revenues  from its  operations  will be
sufficient  to  fund  such  expansions.  Any  material  changes  to the  current
regulatory  environment  or to the Company's  current market may have an adverse
effect on the Company's business and results of operations.  See "Note Regarding
Forward-Looking Statements."

     Operations

     The Company's  underlying  services are provided by one or more independent
companies, which provide switching, network and billing services to the Company.
These services must be operational  twenty-four (24) hours a day, seven (7) days
a week and must be available to the Company on a cost-effective basis.

     The Company  contracts with Carriers and other providers to provide network
transmission  and  therefore has not needed to commit,  and does not  anticipate
committing,  capital  for its own  network  and  transmission  facilities.  As a
result,  the Company  believes its ability to expand is not limited by capacity,
geographic coverage or configuration of a particular Carrier's network.

     The Company has entered into carrier services  contracts with Carriers such
as MCI/WorldCom.  See "Material  Contracts." If Carriers or other providers were
to  lower  rates  made  available  to the  Company's  target  market  without  a
corresponding  reduction in the  Company's  costs,  the  Company's  business and
results of operations could be adversely effected.

     The Company  experiences a timing gap in its billing and  collection  cycle
arising from its  obligations to pay underlying  Carriers from fifteen to thirty
days prior to when the Company's  customers pay for those services  delivered by
the Company.  The timing gap  requires  substantial  working  capital to finance
receivables,  and it is  anticipated  that the Company  may  require  additional
working  capital to fund  future  growth if the Company  elects to  aggressively
expand  into new  geographical  areas and to offer new  services  to end  users.
Currently, the Company



                                       5
<PAGE>

believes it will have sufficient  working capital and cash flows from operations
to fund its planned  operating and  expansion  costs.  However,  there can be no
assurance  that  the  Company  will  not  encounter  delays  or  suffer  adverse
consequences  if  additional  working  capital  is not  available  or if the gap
between the billing and collection cycle is increased.

     USVT Products

     The  Company's  products  consist  of  traditional  1+ and 800 (toll  free)
telecommunications services, data services and digital subscriber line services.
In the future,  the Company  intends to offer a variety of value-added  services
that may include debit cards,  Frame-Relay and  Asynchronous  Transfer Mode data
transmission  (permitting interactive data transfer),  international  call-back,
voice mail, audio and video conferencing and hospitality services, calling cards
and  other  telecommunications  services.  See "Note  Regarding  Forward-Looking
Statements."

     Both current and future  products are fully  developed or anticipated to be
developed  by third  parties and re-sold by the Company.  The Company  contracts
with  other   providers,   primarily  with   MCI/WorldCom   to  provide  network
transmission and all other related  products and services  currently sold by the
Company.   The  Company  therefore  currently  has  no  materially   significant
development  costs, and the Company has no plans to develop its own transmission
network or products in the future.  Instead,  as new  products  and services are
developed in the industry and become available to the Company to be re-sold, the
Company may enter new markets and offer new products.  There can be no assurance
that the Company will be able to successfully  offer new products or services or
that the Company will be capable of obtaining the services of current  providers
in the future on terms acceptable to the Company.

     Competition

     The Company  operates in a highly  competitive  industry and competes  with
competitors  with  substantially  greater  resources and  significantly  greater
market  share than the  Company.  The  Company  expects  that  competition  will
continue to intensify in the future due to  regulatory  changes and the increase
in the  size,  resources  and  number  of  market  participants.  In each of its
markets,  the Company  will face  competition  from larger,  better  capitalized
competitors with greater resources.

     There are several  providers  of  services  similar to the  Company's.  The
Company believes that the market is dominated by the three major Carriers, AT&T,
MCI/WorldCom  and  Sprint,   whose   collective   market  share  is  eroding  as
independents expand and compete for market share.

     The Company  believes  that AT&T,  MCI/WorldCom  and Sprint and their large
competitors  generally  battle for large  shares of major market  sectors  (e.g.
Fortune 1000 businesses,  residential and large 800 user services),  while other
independent  telecommunication service providers,  including the Company, target
specialized,  regional,  local and niche  markets  consisting of small to medium
sized businesses.

     Competition  for the Company's  products and services is generally based on
price,  quality,  reputation,  name recognition,  network  reliability,  service
features,  billing services,  perceived quality and responsiveness to customers'
needs.  A continuing  trend toward  business  combinations  and alliances in the
telecommunications  industry  may  create  significant  new  competitors  to the
Company.   Many  of  the  Company's  existing  and  potential  competitors  have
financial, technical and other resources significantly greater than those of the
Company. In



                                       6
<PAGE>

addition,  in December of 1997, the FCC issued rules to implement the provisions
of the World Trade Organization Agreement on Basic Telecommunications, which was
drafted  to   liberalize   restrictions   on  foreign   ownership   of  domestic
telecommunications  companies and to allow foreign telecommunications  companies
to enter  domestic  markets.  The new FCC rules went into  effect in February of
1998  and are  expected  to make  it  substantially  easier  for  many  non-U.S.
telecommunications  companies to enter the U.S. market,  thus further increasing
the number of competitors. The new rules will also give non-U.S. individuals and
corporations  greater  ability to invest in U.S.  telecommunications  companies,
thus increasing the financial and technical resources  potentially  available to
the Company and its existing and  potential  competitors.  See "Risk  Factors --
Competition", and "Risk Factors -- Government Regulation."

     The  telecommunications  industry is highly competitive and affected by the
introduction of new services and technologies by, and the market  activities of,
major industry  participants.  The Company competes against various national and
regional    carriers,    including   both    facilities-based    providers   and
telecommunications  resellers  offering  essentially  the same  services  as the
Company.  The  Company's  success  will  depend  upon  its  ability  to  provide
high-quality services at prices generally competitive with, or lower than, those
charged  by  its  competitors.  In  addition,  the  long  distance  industry  is
characterized  by a high level of customer  attrition or "churn." Such attrition
is attributable to a variety of factors, including initiatives of competitors as
they engage in advertising  campaigns,  marketing programs and cash payments and
other  incentives to entice end users to subscribe  for services.  End users are
often not  obligated  to purchase any minimum  usage amount and can  discontinue
service  without  penalty at any time.  The Company's  revenue has been,  and is
expected to continue to be, affected by churn.

     AT&T,  MCI/WorldCom,  Sprint and other Carriers have  implemented new price
plans  aimed  at  residential  customers  with  significantly   simplified  rate
structures, which may have the impact of lowering overall prices. There can also
be no assurance that carriers will not make similar  offerings  available to the
small to medium-sized  businesses that the Company primarily targets and serves.
While the Company  believes small and  medium-sized  business  customers are not
aggressively targeted by large providers such as AT&T,  MCI/WorldCom and Sprint,
there can be no assurance the Company's  customers and potential  customers will
not be targeted by these or other  providers in the future.  Additional  pricing
pressure  may  come  from  "IP   transport,"   which  is  a  developing  use  of
packet-switched technology that can transmit voice communications at a cost that
may be below that of traditional  circuit-switched long distance service.  While
IP  transport  is not yet  available  in all  areas,  requires  the  dialing  of
additional  digits and generally  produces sound quality inferior to traditional
long distance  service,  it could  eventually  be perceived as a substitute  for
traditional  long distance service and may put pricing pressure on long distance
rates.  Any  significant  reduction in long distance  prices may have a material
adverse effect on the Company's business and results of operations.

     Some of the Company's  principal  competitors  are also major  suppliers of
services to the  Company.  The Company is not a  facilities-based  provider  and
relies on the services,  transmission lines and switching facilities of Carriers
to provide services to the Company's clients.

     There can be no  assurance  that such  competitors  will  continue to offer
services to the Company at competitive  rates or on attractive terms, if at all,
and any failure to do so could have a material  adverse  effect on the Company's
business and results of operations.



                                       7
<PAGE>

     Marketing and Sales Strategy

     In an  effort  to  generate  a  maximum  amount  of  minutes  to cover  its
transmission  and  switching  costs  at the  highest  competitive  margins,  the
Company's   strategy  is  to  focus  its  marketing   efforts  on   interconnect
distributors.  The Company  intends to  differentiate  itself  from  competitors
offering  similar  services to distributors by allowing its distributors to have
market identity with the Company. Certain interconnect  distributors that market
the Company's  telephony  services are permitted to use, display and promote the
Company's  trademarks,   service  marks  and  other  promotional  materials  for
marketing  purposes.  Such interconnect  distributors use the Company's name and
logo on their business cards and other promotional  materials.  The Company also
promotes  its  affiliation  with  individual  interconnect  distributors  in the
Company's  monthly  statements and invoices to end-users.  The Company  believes
that this strategic marketing  affiliation is mutually beneficial to the Company
and the interconnect distributor.

     Interconnect Companies

     The Company  does not  maintain a direct  sales  force,  and it directs its
sales  effort  exclusively  through  distributors.  The  Company  has  developed
relationships with 30+ independent  interconnect  companies (located  throughout
California)  who for a commission  recommend  and sell the  Company's  telephony
services to their  customers.  Approximately  ninety-five  percent  (95%) of the
Company's  revenues  are derived from  services  provided  through  interconnect
companies.

     The Company  grants  non-exclusive  rights to  interconnect  companies  and
distributors to market the Company's services to end-users,  and pays an ongoing
commission  to the  interconnect  company of  approximately  seven percent (7%),
which  commission  figure is based on the  revenues  received  from the referred
end-user.   The  Company's   relationship  with  the  interconnect   company  is
non-exclusive  and the  interconnect  company is free to market other  providers
services.

     Business end users generally select independent  interconnect  companies to
install office phone lines and systems,  and often lease these systems for terms
between three to five years. Most interconnect companies provide maintenance and
service during the term of the lease,  which may create a long term relationship
with the end-user.  Some interconnect  companies offer bundled "system packages"
to end-users that include the system lease,  service and maintenance  follow-up,
extended warranty  coverage,  local and long distance service coverage and other
telecommunications  systems services.  Interconnect  companies can generate long
term  commitments  from their  customers  by  bundling  a package of  discounted
services (discounts on equipment purchases,  service,  maintenance,  consulting,
etc.)  to the sale of the  Company's  services.  This  sales  strategy  includes
offering  customers  a "one  stop  shopping"  and a  "single  point of  contact"
alternative that the Company believes creates brand loyalty and reduces customer
attrition.  The Company  positions  itself to facilitate  the bundling of system
packages by offering seamless and transparent  quality long distance services to
the  end-user  and  paying  the  interconnect  company  a  commission  based  on
telecommunications services revenues received from the end-user. The bundling of
system packages  provides  interconnect  companies with a stream of revenues for
the duration of the  end-user's  commitment,  while  providing  stability in the
Company's end-user service base.

     The  interconnect  companies are also the primary contract when an end-user
seeks to increase  capacity,  upgrade or change their phone systems,  to install
new equipment and/or lines



                                       8
<PAGE>

or service  warranty claims for  manufacturers.  As a result,  the  interconnect
company frequently builds long-term relationships with the end-user and may have
frequent contact with the decision-maker for selecting telephony services.  This
means that  interconnect  companies  are  generally  in the unique  position  to
recommend  telephony service providers to customers at the time of installation,
service or maintenance.

     The Company believes that the matching of the interconnect customer,  which
has  traditionally  purchased  its  telephone  equipment  and  service  from the
interconnect supplier, with  telecommunications  services at reduced rates is an
ideal strategy.  Interconnect  companies generally have customer bases that rely
on the interconnect  companies for a variety of services  including  repairs and
system  maintenance,  system  additions and  rearrangements  and  training.  The
Company  believes  that it is not  uncommon for the  customers  of  interconnect
companies  to rely on the various  interconnect  representatives  with whom they
interact for advice about related telephone services.

     The Company's primary sales strategy is to develop strategic  relationships
with interconnect companies by:

     o    offering quality, reliable transmission and customer services,

     o    paying  commissions  for  end-user  referrals  based  on the  revenues
          generated from such referrals,

     o    understanding   the   interconnect   market   and  the  needs  of  the
          interconnect provider,

     o    providing competitive rates for services to end-users,

     o    promoting and  reinforcing  the  interconnect-Company  relationship in
          communications (such as billing statements and promotional  materials)
          to end-users,

     o    designing  flexible  and  innovative  service  programs  to permit the
          bundling of the Company's services into system packages;

     o    maintaining existing relationships with interconnect companies through
          marketing communications,

     o    developing  new  relationships  with  interconnect  companies  through
          networking and

     o    developing  incentive  programs  designed  to  encourage  interconnect
          companies to refer the Company as the service provider to end-users.

     The Company believes that changes in the telecommunications  markets, which
are designed to increase  competition by removing  regulatory barriers to entry,
may make  interconnect  companies  even more  valuable as  distributors  because
interconnect  companies  generally  are the primary  installers  of office phone
lines,   telecommunications   systems,   central   office   trunks,   and  other
telecommunications  equipment for businesses.  Interconnect  providers generally
compete  with other  independent  interconnect  companies  and,  in some  cases,
subsidiaries of  telecommunications  equipment  manufacturers to install,  sell,
service and maintain office phone lines and equipment.

     Although the Company has been successful in developing  relationships  with
interconnect companies,  there is generally no exclusive or long-term commitment
on the part of the interconnect  company to offer the Company's services as part
of their systems packages or to



                                       9
<PAGE>

     refer  end-users to the Company's  services.  The Company must maintain and
offer a high level of transmission  quality and must provide responsive customer
support and service to the end-user and to telecommunications  companies.  There
can be no assurance  that  interconnect  companies  will  continue to bundle the
Company's  services  into their  system  packages  or  recommend  the  Company's
services to  end-users in the future.  There can also be no  assurance  that the
interconnect companies will not switch telecommunications services providers for
their system packages or that the Company will  successfully  maintain  existing
relationships  with  the  interconnect   companies  that  market  the  Company's
services.  The Company's ability to build and maintain its interconnect  company
network  and to sell its  services  to  end-users  is  dependent  on a number of
factors,  including  changes in market  condition,  increased  competition among
interconnect companies, lower rate and higher commission structures,  changes in
the  economy  that  affect the demand for phone  systems,  switching  of service
providers by  interconnect  companies,  the demand for system packages and other
factors, many of which are beyond the Company's control.

     Independent Agents

     The  Company  also sells  service  through  independent  agents who are not
interconnect  companies.  Agents,  as  sellers of  telecommunications  services,
neither own nor operate a business dedicated to a single customer base. Instead,
they  sell  on  behalf  of  telecommunications  resellers  and  Carriers  for  a
commission.  The  customer  becomes that of the  telecommunications  reseller or
Carrier and the agent has little  motivation  to actively  manage that  customer
except to avoid  attrition.  However,  many agents in effect  control and manage
large quantities of  telecommunications  revenue through personal  relationships
with customers.  Approximately  five percent (5%) of the Company's  revenues are
derived from sales made through independent agents.

     To the extent that the Company depends on independent  marketing  agents to
obtain  customers  for its  services,  the  Company  will be  subject  to  risks
associated with agent attrition. Several other telecommunication marketing firms
utilize independent marketing agents to sell  telecommunications  services,  and
may compete with the Company for marketing agents.  Independent marketing agents
may elect to work for competitors and solicit the Company's  clients,  which may
adversely effecting the Company's business and results of operations.

     Pricing

     The  Company   believes   that  USVT's   prices  are  in  line  with  other
telecommunications  resellers.  The  Company  anticipates  it  will  maintain  a
competitive  pricing  strategy and attempts to  differentiate  its services from
those of its competitors based on quality.

Electronic Document Delivery Services

     Overview

     Since 1989,  EDI has been  providing fax and email  electronic  document or
e-document' delivery services to organizations of all sizes. Beginning with fax
broadcast  services,  EDI has broadened its product line to include enhanced fax
services,  e-mail  broadcast,  and other  Internet-based  services  to develop a
complete suite of e-document services.

     Fax services  represent the majority of EDI's revenue mix and are generally
based on usage. The Company purchases  underlying services on a wholesale basis,
and resells it to end users in the form of facsimile transmissions. In addition,
certain of EDI's inbound e-document



                                       10
<PAGE>

management services contain fixed monthly fees which may be in addition to usage
fees.  Cost  of  services  consists  primarily  of the  cost  of  long  distance
transmission and other  telecommunications  related charges,  including Internet
access charges, incurred in providing EDI's services.

     Although  fax  technology  is  acknowledged  to  be  mature,  according  to
Dataquest,  a  communications  research  firm, in 1999 more than 6.6 million fax
machines were sold an increase of 16.5% over the prior year.  Further,  by 2004,
the number of sheet fed fax  machines  sold is expected to rise to 8.4  million.
Dataquest  also forecasts that during that same time frame the average cost of a
fax machine  will fall by more than 33%.  EDI plans to target its fax  customers
for  conversion to email related  services  which will forestall the loss of fax
customers over the long run.

     Business Strategy

     EDI  provides  highly  scalable,  ultra high  volume  facsimile  and e-mail
broadcast services.  EDI's services have been continually refined to accommodate
changes in  technology  as well as the  evolution of client  requirements.  As a
result,  the Company has adapted both  hardware and software  infrastructure  to
address the needs of its target  markets.  EDI  currently  provides  services to
approximately  450  businesses  world-wide  and has the engine,  technology  and
expertise  to provide  highly  customized  solutions  for a wide variety of high
volume  messaging  needs. In the future,  EDI is anticipated to provide a set of
scalable, fully automated and seamlessly integrated,  e-mail messaging solutions
on an  application  service  provider  basis  for use by  global  online  direct
marketers or 'e-marketers.'

     EDI's  current  business  strategy  is to expand  from  being  primarily  a
provider of fax broadcast,  enhanced fax, and e-mail broadcast services in North
America  to  becoming  a  provider  of direct  e-mail  marketing  and  ancillary
services. EDI also continues to integrate multiple transmission  approaches like
fax, Internet and e-mail in unique ways to meet its customers' needs. EDI has an
eight-year  operating  history  and  intends  to  capitalize  on EDI's  existing
customer base and  development  capabilities  in order to acquire new customers,
cross-sell new and enhanced products and services to its existing customers.

     This  strategy  consists of three primary  elements:  (i)  identifying  new
applications for EDI's existing fax and e-mail services; and (ii) adding new and
enhanced  e-mail and  Internet-based  services to EDI's  product  mix; and (iii)
cross  selling  new  services to EDI and USVT's  existing  customer  bases.  The
Company  recognizes  that the  facsimile  messaging  format has and will  likely
continue to lose market share to e-mail messaging. The Company believes that its
strategy  to develop  e-mail  messaging  services  will  provide it a stable and
growing client and revenue base.

     Specifically with respect to developing  e-mail related  services,  EDI has
established  a triple  service  layer  approach  which  capitalizes  on its core
technology landscape:

     o    The first client service layer on the core technology landscape is the
          ongoing  development  of  high  level  applications  which  may  serve
          succeeding service layers;

     o    The  second  client  service  layer  is  the  customization  of  EDI's
          i-messaging  engines Opt-In Select (a  customizable  permission  based
          opt-in  engine) and  Exstreamcast  (a  customizable  ultra high volume
          e-mail broadcast engine).



                                       11
<PAGE>

     o    The third client service layer, and EDI's primary business initiative,
          is a global,  business  mass  market  i-messaging  service  branded as
          `gooeymailtm'.

     EDI may choose to  develop  these  services,  applications  and  additional
features  in-house,  or may  procure  them from  third-party  sources.  This may
involve licensing  software or reselling services provided by third-parties on a
fee basis.

     The Company  currently  intends to fund operating and expansion  costs from
cash flow from operations,  but may require additional  financing as the Company
expands its service  areas and offers  additional  services  and products to end
users.  There can be no assurance that the Company will successfully  expand its
operations  into other  markets or that  revenues  from its  operations  will be
sufficient  to  fund  such  expansions.  Any  material  changes  to the  current
regulatory  environment  or to the Company's  current market may have an adverse
effect on the Company's business and results of operations.  See "Note Regarding
Forward-Looking Statements."

     Operations

     EDI's network services are provided by one or more  independent  companies,
which provide  switching  and network  services to EDI.  These  services must be
operational  twenty-four  (24)  hours a day,  seven  (7) days a week and must be
available to EDI on a cost-effective basis.

     EDI  has  built a  proprietary,  high-throughput,  multi-threaded  delivery
engine  for fax  delivery  coupled  with an equally  high-throughput  engine for
e-mail delivery, giving clients confidence that their messages will be delivered
in a timely manner.  EDI continues to develop its proprietary  systems to ensure
leading-edge technology and reliability.

     EDI maintains and operates a proprietary 24 x 7 network  operations  center
located in Oakland,  California.  The  operations  center is tied  directly into
long-distance  carriers  to  ensure  the best and  fastest  connections,  and is
connected  directly  to  the  Internet  through  high-speed   connections.   The
operations center also has complete power-backup and fail-safe systems.

     In order to provide  EDI's  services,  the Company has entered into carrier
services  contracts with Qwest  Communications,  Inc.,  Level 3  Communications,
Inc.,  ICG  Communications,  Inc.,  and Capsule  Communications.  See  "Material
Agreements".  In the future, EDI expects its total  telecommunications costs per
minute  of fax  traffic  to  decrease  resulting  from  revised  or new  carrier
contracts.

     As of March 31, 2001, EDI had  approximately  300  telecommunication  lines
dedicated  to fax  transmission  in  addition to  complete  Internet  access and
compatibility  to allow for the  ability  to receive  and  deliver  messages  in
whatever format is optimal to ensure timely delivery. EDI intends to continue to
add dedicated lines as its volume of fax transmissions makes the installation of
such lines cost effective to support the growth of EDI's business.

     EDI Products

     EDI is a provider of fax  broadcast  services  business  and also  provides
e-mail, enhanced fax, and Internet services. Fax services represent the majority
of  EDI's   customer  and  revenue  mix.  EDI  serves   customers   who  require
high-quality,  cost-  effective,  rapid, and confirmed  communications.  EDI has
developed applications that enable customers to deliver common or



                                       12
<PAGE>

customized  documents to an unlimited number of recipients  around the world via
fax or electronic mail using its document distribution network.

     Fax Broadcast and Enhanced Fax Services:  Fax Broadcast,  Fax Overflow, Fax
     to e-Mail Gateway, and Fax on Demand

     Fax  Broadcast.   Fax  broadcast  services  enable  rapid  distribution  of
documents to multiple recipients by sending a single transmission  through EDI's
system to a list of fax addresses.  Fax broadcast provides  significant cost and
time  savings as compared  to  internally  printing  and  mailing  documents  or
managing the fax process.  EDI's  FaxBurst  software  enables  clients to launch
broadcasts  directly from their PC's. EDI's overlay  messaging service typically
involves the processing of a large volume of individual  communications (i.e., a
single document to a single recipient or from a single sender), each of which is
in the same format but contains different information.  Examples of the types of
communications  delivered via overlay messaging services include the delivery of
confirmations  of  reservations  by hotels  and  airlines  and the  delivery  of
invoices,  purchase orders and shipping  documents by manufacturing and shipping
companies.

     Fax Overflow  Service.  Incoming  faxes are received at EDI and stored with
EDI's system.  Faxes can then be downloaded  anytime, 24 hours a day, via fax or
FTP.

     Fax to E-mail Gateway.  Enables clients to receive and store incoming faxes
as e-mail attachments.

     Fax on Demand. Enables clients to distribute selected, pre-stored documents
by fax to those requesting them. Requests are fulfilled instantly, regardless of
length or type of content. End users request documents  automatically via fax by
dialing an assigned access number and following the custom voice prompts.

     Internet Services: e-Mail Broadcast, e-Mail Hosting, Web Hosting

     e-Mail Broadcast.  EDI has the ability to reliably deliver  high-volumes of
e-mail messages to targeted audiences.  Messages can be in text format or may be
richly  formatted  messages  with  graphics,  attached  files,  and  multi-media
content.

     e-Mail  Hosting.  EDI provides  branded e-mail to  enterprises  that can be
accessed anytime, anywhere, from any computer with Internet access.

     Web Hosting. EDI provides an array of hosting services, including web site,
opt-in page and database.  Clients may combine EDI's messaging services with Web
Hosting to create a turnkey electronic marketing program.

     Competition

     Applications for EDI's messaging  services are utilized by a broad array of
customers  including  those in the  publishing,  public  relations  and investor
relations,  mortgage  banking,  manufacturing,  travel,  electronics,  legal and
pharmaceutical industries.  EDI's customer base is broadly diversified,  with no
single domestic  industry group accounting for greater than 5% of revenues.  EDI
believes that this  diversification  limits its  susceptibility  to the business
cycles  of  any  particular  industry  or a  general  business  downturn  in any
particular sector.

     EDI  competes  based on a number of factors,  such as customer  service and
support,  service  feature set and price.  Of these  factors,  EDI believes that
service, support, and feature set



                                       13
<PAGE>

are the  most  important  for  enhanced  faxed  services  and  e-mail  broadcast
services,  while price is the critical competitive component with respect to fax
broadcast.

     In a  service  industry  in which a broad  range of  optional  features  is
offered,   EDI's   competitive   strategy   emphasizes,   price,   technological
capabilities,  and a  sales  and  support  network  that is  well-versed  in the
capabilities of the services offered to customers. AT&T, MCI and Sprint, as well
as other long distance carriers,  Internet Services Providers  ("ISPs"),  e-mail
marketing  services  providers,  and fax and  e-mail  service  bureaus,  provide
certain fax and e-mail communications services in competition with EDI.

     Many service bureaus face  considerable  obstacles in developing a business
competitive  with  EDI's.  While  it may be easy to begin  service  with a small
personal computer-based system, considerable system development expenditures are
required to enable  such a system to grow to support  the  volumes and  features
needed  to be an  effective  competitor  in the  marketplace.  Further,  smaller
service  bureaus  may not have a  sufficient  volume of traffic  to develop  the
economic  leverage  necessary  to obtain  telecommunications  services  at rates
enabling it to compete  cost-effectively with EDI. USVT's carrier traffic offers
further leverage with  telecommunications  carriers.  In addition,  considerable
investment  in a sales and  marketing  organization  is  required  to  develop a
substantial business base.

     Another  alternative to using EDI's services is for a potential customer to
fulfill its own needs for fax communications services. The "home grown" solution
may  simply be an  individual  at a fax  machine  or may  involve  the  customer
acquiring its own computerized  fax  communications  system  (sometimes known as
"customer  premise  equipment" or "CPE").  EDI believes that the CPE solution is
suitable  in  some  applications,  but  is  generally  not  feasible  for  EDI's
customers, who require the capacity to effect a significant volume of electronic
document  deliveries  in a short  period  of  time.  EDI  believes  that the CPE
solution for a fax  broadcast  application  would require the customer to obtain
and maintain a large number of telephone  transmission  lines which would remain
idle for significant periods of time.

     In addition  to being  concerned  with the  irregular  nature of demand,  a
customer  selecting  a CPE  solution  must  consider  the  total  cost of system
acquisition, ongoing technical support, reliability,  technological obsolescence
and  accountability.  Based on the  foregoing,  EDI believes  that a substantial
percentage of customers in the market for fax communications services will elect
a service provider rather than CPE.

     Similarly,  delivery of electronic information via the Internet provides an
alternative to EDI's fax services. However, Internet delivery has the additional
risks of limited security and  confidentiality  of information  delivered over a
worldwide  network easily  accessed by third  parties.  Delivery by the Internet
cannot be an alternative  if a sender or recipient of information  does not have
access to the Internet.  EDI currently has the capability to deliver information
using the Internet and utilizes this network both as an optional  access vehicle
to its services and as an e-mail delivery vehicle.

     Marketing and Sales Strategy

     EDI employs a direct sales force consisting of inside sales  professionals.
The primary  source for new customer  accounts are inbound  inquiries  generated
from the  Company's  web sites and direct  marketing.  Members of the sales team
focus their direct sales efforts on specific industries  verticals.  The role of
the inside sales staff includes servicing existing accounts. EDI is



                                       14
<PAGE>

also pursuing third party distributor (sales agents and resellers) relationships
with USVT's channel partners as well as other third party entities.

     Pricing

     The  Company  believes  that  EDI's  prices  are in line with other fax and
e-mail services  bureaus.  EDI  anticipates  that it will maintain a competitive
pricing  strategy and attempts to  differentiate  its services from those of its
competitors  based on quality and feature.  The Company  anticipates that retail
prices for its  services  will  continue  to face  downward  pressure.  However,
renegotiated carrier contracts may enable the Company to maintain or improve its
gross margins, while enhanced feature sets may enable the Company to gain market
share.

Material Agreements

     Telecommunication Service Agreements

     The  Company  or  its   subsidiaries,   USVT  or  EDI,  have  entered  into
telecommunications service agreements as follows:

     With  MCI/WorldCom  effective  July 15, 1994,  which was amended  effective
December 31, 1998 (the "MCI/WorldCom Agreement"),  with a term expiring December
31, 2001. Under the terms of the MCI/WorldCom Agreement, the Company must either
purchase a minimum of $10,000  per month in  services  on a take or pay basis or
purchase a minimum of $360,000  in  cumulative  services  during the term of the
agreement, whichever occurs first. In the event that the actual calculated costs
for services purchased by the Company falls below $10,000 in a given month prior
to the  purchase of  $360,000  in  cumulative  services,  the  Company  would be
responsible for the payment of the monthly  minimum amount of $10,000.  By March
31, 1999, the Company had purchased in excess of $360,000 in cumulative services
and has no further minimum payment obligation under the MCI/WorldCom  Agreement.
There are no  minimum  purchase  requirements.  The  MCI/WorldCom  Agreement  is
generally  terminable by either party on a monthly basis with advance  notice to
the other party.

     With Alliance Group  Services,  Inc.  effective March 31, 1999 and expiring
June 30, 2000 (the "Alliance  Agreements").  The Company terminated the Alliance
Agreement effective January 8, 2000, without a cancellation fee or penalty.

     With Digital Communications of America, Inc. ("Digital") effective July 15,
1994, and amended  effective  December 16, 1998,  with a term expiring April 15,
1999,  automatically  renewed for  additional  one hundred and twenty  (120) day
periods  unless  either  party gives notice prior to the end of the then current
term (the "Digital Agreement").  The Digital Agreement was automatically renewed
for a term of one  hundred  and  twenty  (120) days on April 15,  1999,  and has
subsequently  been  renewed for  successive  one  hundred  and twenty  (120) day
periods. Under the Digital Agreement, Digital agreed to provide customer billing
services on behalf of the Company at specified  rates. The Company must purchase
a minimum of ten thousand  dollars  ($10,000) per month in services on a take or
pay basis. In the event that the actual calculated costs for services  purchased
by the Company falls below ten thousand  dollars  ($10,000) in a given month the
Company would be  responsible  for the payment of the monthly  minimum amount of
ten thousand dollars ($10,000).

     With  Telepacific  Communications,  Inc.,  effective  January  1,  2000 and
expiring January 1, 2002, (the "Telepacific  Communications  Agreement") whereby
Telepacific  Communications,  Inc. provides digital  subscriber line services at
specified rates. Under the terms of the Telepacific



                                       15
<PAGE>

Communications  Agreement,  the Company has no minimum  purchase  commitment  or
requirement.

     With Qwest  Communications  Corporation  ("Qwest")  whereby Qwest  provides
switched  telecommunications  services at specified rates.  There are no minimum
purchase requirements. This agreement is generally terminable by either party on
a monthly basis with advance notice to the other party.

     With   ICG    Communications    Inc.    ("ICG")    whereby   ICG   provides
telecommunications services at specified rates. Under the terms of the agreement
certain network access circuits carry minimum usage charges  totaling $5,000 per
month in the aggregate.  This agreement is generally  terminable by either party
on a monthly basis with advance notice to the other party.

     With Capsule  Communications  Inc.  ("Capsule")  whereby provides  switched
telecommunications  services at specified  rates.  There are no minimum purchase
requirements.  This  agreement  is  generally  terminable  by either  party on a
monthly basis with advance notice to the other party.

     Acquisition of Exstream Data, Inc., a California Corporation

     The Company  entered into a non-binding  Letter of Intent to acquire EDI on
February 21, 2000 (the "EDI LOI"), whereby the Company proposed to acquire up to
one  hundred  percent  (100%)  of the  outstanding  common  stock of EDI for one
million  (1,000,000)  common  shares of the Company.  Under the terms of the EDI
LOI, the Company also proposed to grant options  exercisable  to acquire  common
shares of the  Company to the  holders of EDI stock  options on a ratio equal to
the ratio in which EDI shares are exchanged  for the shares of the Company.  The
Company  agreed  to pay  one  half  of the  cost of an  audit  of the  financial
statements  of EDI after the first ten  thousand  dollars  ($10,000) of all such
costs,  or, in the  alternative,  all of such costs if the transaction  does not
close for a reason other than direct action or inaction on the part of EDI.

     The Company purchased a convertible debenture from EDI on March 27, 2000 in
the principal amount of one hundred  thousand  dollars  ($100,000) with interest
accruing at eight percent (8%) per annum,  due October 1, 2000.  Under the terms
of the convertible  debenture in the event that the Company did not proceed with
its acquisition of EDI, at its sole option, EDI could convert the debenture into
its common  stock at the rate of one (1) share of its common  stock for each $10
dollars of debt.

     The  Company  and  EDI  amended  the  EDI  LOI on May 1,  2000.  Under  the
amendment,  the  Company  agreed to pay all of the costs of the audit of EDI and
the Company agreed to pay a reimbursement fee to EDI for miscellaneous  costs in
the amount of six thousand  dollars  ($6,000).  The EDI LOI termination date was
extended to May 31, 2000.

     On June 8, 2000, the EDI LOI expired in accordance with its terms.  Neither
EDI nor the Company acted to terminate the EDI LOI.

     On September 15, 2000,  the Company  acquired  90.28% of the common capital
stock of EDI in a share exchange  transaction.  As a result of the  transaction,
the Company issued  2,703,036  common shares and assumed  199,515 share purchase
options  with  exercise  prices  ranging  from $0.48 to $1.00.  The 9.72% of the
common  capital  stock  of EDI  which  was  not  acquired  was  retained  by two
dissenting  shareholders.  See "Perell  Lawsuit." Of the 2,703,036 common shares
issued as result of the  transaction,  1,303,036  shares were issued directly to
the selling  shareholders of EDI and 1,400,000 shares were issued into an escrow
arrangement to



                                       16
<PAGE>

mitigate  against the outcome of the Perell  Lawsuit.  On January 19, 2001,  the
Company  purchased  the  remaining  9.72%  interest  in EDI from the  dissenting
shareholders  by issuing  291,128 common shares.  The Company  consolidated  the
accounts  of EDI in its  financial  statements  and  information  subsequent  to
September 15, 2000.

     Perell Lawsuit

     On July 10, 2000, William S. Perell ("Perell"), a shareholder of EDI, filed
a complaint in the Superior  Court of the State of  California  in the county of
Alameda against EDI and certain EDI current and former  Directors,  officers and
shareholder  alleging  that the Company and its  Directors  denied him rights to
exercise  78,000  stock  purchase  warrants of EDI (the "Perell  Lawsuit").  The
complaint does not specify the relief sought.

     As a contingency  to closing the EDI  acquisition,  the Company and certain
shareholders  of EDI entered into an escrow  agreement  established  to mitigate
both the costs and outcome of the Perell  Lawsuit  (the "Perell  Lawsuit  Escrow
Agreement").  Under the terms of the Perell Lawsuit Escrow Agreement,  1,400,000
common shares of the Company were issued as part of the  acquisition of EDI were
put into escrow at a deemed  value of $1.00 per share (the  "Escrowed  Shares").
The  Escrowed  Shares are to be  returned  to the  treasury  of the Company on a
dollar for dollar basis as a result of any costs,  settlement,  or judgment that
the  Company  should  realize  as a result  of the  Perell  Lawsuit.  Unassessed
Escrowed  Shares are to be  returned  to the  shareholders  upon  settlement  or
judgment of the Perell Lawsuit.

     On January 19, 2001, the Company,  Perell and certain other parties entered
into a settlement agreement with respect to the Perell Lawsuit.  Under the terms
of the  agreement,  the Company  agreed to issue Perell  50,000  Company  common
shares.  The 50,000 common shares were paid to Perell out of the Escrowed Shares
as provided for in the Perell Lawsuit Escrow Agreement.

     On January 19, 2001, the Company,  Perell and certain other parties entered
into a Share Exchange  Agreement  pursuant to which the Company purchased 56,053
shares of common stock of EDI, bringing the Company's  ownership of EDI's common
stock to 100%, in exchange for 291,128 restricted common shares of the Company.

     On March 13, 2001, the Perell Lawsuit Escrow Agreement was terminated under
its terms. As a result,  the Company  received 34,000 common shares of its stock
in recovery of certain legal expenses incurred to defend the Perell Lawsuit. The
34,000  shares  were  returned  to treasury  on March 22,  2001.  The  remaining
Escrowed Shares were released to the beneficial holders of the Escrowed Shares.

     Acquisition of Moving Bytes.com Inc. a Nevada Corporation

     On September 15, 2000,  the Company  acquired  89.5% of the common  capital
stock of MBI in a cash purchase transaction. As a result of the transaction, the
Company paid an aggregate amount of $511. Subsequently, the Company wound up and
dissolved  MBI effective  December 28, 2000.  The Company has  consolidated  the
accounts  of MBI in its  financial  statements  and  information  subsequent  to
September 15, 2000.



                                       17
<PAGE>

     Letter Agreement with Joseph Karwat

     The Company  entered into a letter  agreement  (the "Letter  Agreement") on
February 21, 2000 with Joseph  Karwat  ("Karwat"),  President of EDI.  Under the
terms of the Letter Agreement, upon closing the acquisition of EDI, the Company,
on behalf of EDI,  would  enter into an  employment  agreement  with Karwat (the
"Employment  Agreement").  The initial term of the  Employment  Agreement  would
expire on December 31, 2001,  with an automatic  renewal for additional one year
terms,  unless  terminated  by either party.  Under the terms of the  Employment
Agreement, Karwat would be paid a salary of twelve thousand five hundred dollars
($12,500)  per month,  and a one-time  signing  bonus of one  hundred  and fifty
thousand dollars  ($150,000).  Mr. Karwat would receive a termination payment of
twenty  five  thousand  dollars  ($25,000)  if  EDI  terminated  the  Employment
Agreement  prior to the end of the then current term.  In addition,  the Company
would register the common shares  contemplated  to be issued to Karwat as result
of the close of the  acquisition  of EDI on or  before  the  earlier  of (i) one
hundred and twenty (120) days from the date of the close of the  acquisition  of
EDI, or (ii)  November  30,  2000.  The common  shares of the Company  issued to
Karwat were for the  acquisition  of EDI shares  held by Karwat  pursuant to the
acquisition of EDI by the Company. In addition,  the Company agreed to indemnify
and hold Karwat  harmless from all past acts and  omissions  with respect to EDI
except for fraudulent  acts or omissions with respect to EDI, any EDI agreements
with the Company,  or other acts or omissions  such as illegal acts.  The Letter
Agreement was terminated by mutual agreement of the parties on August 7, 2000.

     Consulting and employment agreements

     The Company has entered into management agreements with J. Erik Mustad, the
Company's Chief Executive Officer and a director, for the period January 1, 2000
to December 31, 2001,  with Mark M. Smith,  the  Company's  President  and Chief
Financial Officer and a director, for the period January 1, 2000 to December 31,
2002 and with Joseph Karwat,  a director of the Company and President of EDI, on
a month  to month  basis  effective  September  15,  2000.  Payments  under  the
agreements  aggregate $50,000 per month. See "Employment and Employee  Incentive
Contracts."

     Bonus Compensation Agreements

     On September 30, 2000, the Company entered into performance agreements with
two employees of EDI.  Under the  agreements  the Company would pay an aggregate
cash  amount  of up to  $370,000  dependent  upon the  closing  bid price of the
Company's  stock on dates  through  August 31, 2001. As of December 31, 2000, no
payments  were due under the  agreements  and the  aggregate  cash amount of the
remaining  potential  obligation under the agreements was $300,000.  On March 6,
2001,  one of the employees with whom the Company had entered into a performance
agreement left the employ of the Company.  As a result, the remaining  agreement
would pay an aggregate cash amount of up to $150,000  dependent upon the closing
bid price of the Company's stock on dates through August 31, 2001.

     Investment Banking Agreement

     The Company entered into a Investment Banking Agreement on October 13, 1999
with NC Capital Markets,  Inc,  effective  January October 13, 1999 and expiring
October  13,  2000 (the "NC  Capital  Markets  Agreement"),  whereby  NC Capital
Markets,  Inc.  provides  advisory  services  to  the  Company  on  mergers  and
acquisitions,  financing,  capital  structure and financial  markets.  Under the
terms of the NC  Capital  Markets  Agreement,  in 1999 the  Company  paid  fifty
thousand  ($50,000) in engagement fees to NC Capital Markets during 1999 and the
Company has no further financial or other obligation to NC Capital Markets, Inc.
The NC Capital  Markets  Agreement  terminated in  accordance  with its terms on
October 13, 2000.



                                       18
<PAGE>

     Financing Agreement

     The Company entered into a Subscription  Agreement with Trafalgar Resources
LLC of Lakewood, Colorado, (the "Trafalgar Subscription Agreement") effective as
of  February  25,  2000,  dated as of March  13,  2000,  under  which  Trafalgar
Resources LLC agreed to purchase some nine hundred twelve  thousand four hundred
and nine (912,409) common shares of the Company for five dollars and forty eight
cents  ($5.48)  per  share on or  before  April 25,  2000.  As of June 6,  2000,
Trafalgar  Resources LLC had not paid the subscription price to the Company.  On
June 9, 2000,  the Company and Trafalgar  Resources LLC terminated the Trafalgar
Subscription Agreement.  The Company received no investment funds from Trafalgar
Resources LLC under the Trafalgar Subscription Agreement.

     Finders Fee Agreement

     The Company  entered into a Finders Fee Agreement on February 25, 2000 with
Rosenblum Partners LLC of Irvine, California,  under which the Company would pay
to  Rosenblum  Partners  LLC a fee equal to six percent  (6%) of any proceeds it
receives as a result of the Trafalgar  Subscription  Agreement.  The Company did
not make any  payments  under  the  Finders  Fee  Agreement  and it  expired  in
accordance with its terms on upon the termination of the Trafalgar  Subscription
Agreement.

     Premises Lease

     The Company  entered into a premises  lease dated February 24, 1994 related
to its principal  office  located at 100  Shoreline  Highway,  Suite 386B,  Mill
Valley,  California  94941. On September 30, 2000, the Company's  premises lease
expired in accordance  with its terms.  On October 28, 2000, the Company vacated
these premises and relocated  under the premises lease of EDI at 180 Grand Ave.,
Ste. 450, Oakland,  California 94612. Under the terms of the EDI premises lease,
upon a change of control of EDI,  the  landlord  could  terminate  the lease and
raise the monthly lease payment amount.  The EDI landlord  terminated this lease
effective  December 1, 2000 and increased the Company's lease payment to $24,728
per month. The Company is now operating on a month-to-month  basis under the EDI
lease.

Regulation

     USVT is federally regulated by the Federal  Communications  Commission (the
"FCC") and at the state level by the  California  Public  Utilities  Commissions
(the "CPUC").  USVT must obtain regulatory approval on a state by state basis as
it expands its geographical territory. EDI is not an FCC regulated company.

     California  Regulation.  The  Company  believes  that the CPUC is an active
proponent of deregulation of the state's  telecommunications  industry. The CPUC
has also indicated that it is committed to reducing  tariffing  requirements  on
non-dominant telecommunications carriers and has proposed major modifications to
General  Order  96-A,  the  rules  regulating  rates,  rules and  contracts  for
regulated utilities including the telecommunications  industry. The CPUC is also
committed to providing advanced  telecommunications services to all Californians
through the taxation of telecommunications services.

     Taxes currently  applicable to the Company's services include the Universal
Lifeline Telephone Service (ULTS),  which helps subsidize  low-income users; the
California Relay Service and Communications  Devices Surcharge,  which funds the
placement of equipment for the deaf and hearing  impaired;  the California  High
Cost Fund A, which provides subsidies to 17



                                       19
<PAGE>

small  independent  telephone  companies so that the disparity between rural and
metropolitan  consumers is  minimized;  the  California  High Cost Fund B, which
provides  subsidies  to carriers of last result like  Pacific  Bell and GTE; the
California  Teleconnect  Fund,  which  provides  discounted   telecommunications
services to qualifying  entities;  and the PUC User Fee, which finances the CPUC
annual  operating  budget.  In addition,  there is also an  Emergency  Telephone
Surcharge  tax that  provides the funding  mechanism  for emergency 911 service.
California's  cities and counties may also apply taxes for calls that  originate
or terminate in their jurisdictions.

     Federal  Regulation.   The  FCC  is  the  federal  entity  responsible  for
regulating  interstate and international  telecommunications  services under the
Communications  Act  of  1934,  as  amended  (the  "Communications   Act").  The
Communications  Act generally  imposes more extensive  requirements  on Carriers
that have some  degree of market  power,  such as the  original  local  exchange
carriers,  than it imposes on  non-dominant  Carriers that lack market power and
telecommunications  resellers, such as the Company. The FCC regulates interstate
and American  international  inbound and outbound  traffic and applies  taxes on
these calls.  Basically,  the FCC is responsible  for the subscriber line charge
that  provides  a fund for  local  telephone  companies  to  recover  the  costs
associated with connecting  their customers to long distance  networks.  The FCC
also regulates the federal excise tax on telephone bills.

     Other State  Regulation.  As the Company expands its service areas to other
states, its telecommunications  operations will also be subject to various state
laws and  regulations.  The  Company  will be  required  to obtain and  maintain
certificates of public convenience and necessity from regulatory  authorities in
most  states in which it may  offer  intrastate  service.  In most  states,  the
Company  must also file and obtain  prior  regulatory  approval  of tariffs  for
intrastate services. The Company will be required to update or amend its tariffs
when rates are  adjusted or new  products  are added to services  offered by the
Company.  The Company will also be subject to challenges by third parties to the
Company's  Federal or state tariffs,  if any, and complaints about the Company's
practices could cause the Company to incur substantial legal and  administrative
expenses.  There can be no  assurance  that the Company  will expand its service
area  into  other  states  or that the  Company  will  successfully  obtain  the
necessary regulatory approval to operate in such jurisdictions.

     The  Company  believes  that  within  a  three-to-four   year  period,  the
telecommunication and cable industries may be further deregulated,  allowing all
market  participants  to engage in a broader range of business  activities.  The
Company  believes  future   deregulation  will  allow  Regional  Bell  Operating
Companies ("RBOCs") and other long distance companies to enter new markets.  See
"Risk Factors - Competition."  New regulations may also allow companies like the
Company to compete for local toll  business.  See "Risk Factors - Regulation and
Pending Regulation" and "Note Regarding Forward-Looking Statements."

Billing and Collection Cycle

     The Company  experiences a timing gap in its billing and  collection  cycle
arising from its  obligations to pay underlying  Carriers from fifteen to thirty
days prior to when the Company's  customers pay for those services  delivered by
the Company.  The timing gap  requires  substantial  working  capital to finance
receivables,  and it is  anticipated  that the Company  may  require  additional
working  capital to fund  future  growth if the Company  elects to  aggressively
expand  into new  geographical  areas and to offer new  services  to end  users.
Currently, the Company believes it will have sufficient working capital and cash
flows from operations to fund its



                                       20
<PAGE>

planned operating and expansion costs.  However,  there can be no assurance that
the  Company  will not  encounter  delays  or  suffer  adverse  consequences  if
additional  working  capital is not  available or if the gap between the billing
and collection cycle is increased.

Selling, General and Administrative Expenses

     Selling,  general and  administrative  expenses  include salaries and wages
associated with customer service, operations,  research and development,  direct
sales,  marketing  and  administrative  functions,  sales  commissions,   direct
marketing and advertising  costs,  travel and entertainment  expenses,  bad debt
expense, rent and facility expense,  professional and consulting fees, and other
operating and administrative  expenses. The Company estimates that it spent only
nominal  amounts  during  fiscal year 2000 and fiscal year 1999 on research  and
development activities.

Depreciation and Amortization

     Depreciation  and  amortization  includes  depreciation  of  furniture  and
fixtures,   computer  and  telecommunications   equipment  and  amortization  of
goodwill.  The Company provides for depreciation using the straight-line  method
of depreciation over the estimated useful lives of the assets. Intangible assets
being amortized  include  goodwill  created in the acquisition of EDI Data Inc.,
which is being amortized over 10 years.

Personnel

     As of March 31,  2001,  the Company had thirty  (30)  full-time  personnel,
including  three (3)  officers.  Of the total,  five (5) were  employed by USVT,
fifteen  (15) were  employed by EDI,  and seven (7) were  employed by the parent
company  E*Comnetrix.  None of the  Company's  personnel  are members of a labor
union or are covered by a collective bargaining  agreement.  Management believes
that the Company's relationship with its personnel is good.

Trademarks

     The  brand  names  "USV  Telemanagement",   "USVT",  "Exstream  Data",  and
"gooeymail" are registered  trademarks of the Company in the United States.  The
Company may also apply for  trademark  protection  for  additional  marks as the
Company develops new products and variants of its current services. There can be
no  assurance  that the Company will  receive  registration  for any applied for
trademarks or that any  registered  trademark  will provide the Company with any
significant marketing or industry recognition, protection, advantage or benefit.


RISK FACTORS

     The  securities  of the  Company  are  highly  speculative.  A  prospective
investor or other person reviewing the Company should not consider an investment
unless the  investor is capable of  sustaining  an  economic  loss of the entire
investment.  Certain risks are associated with the Company's business, including
the following:

     Limited Operating History; History of Losses

     The  Company  has been  operating  since  March  1993 and has a  relatively
limited operating  history.  The Company had an operating profit during only one
fiscal  year to date,  which was a profit of $16,646 in the year ended  December
31, 1999. The Company has a history of losses



                                       21
<PAGE>

before  and after  such  fiscal  year,  including  losses of  $265,566  in 2000,
$130,479  in 1998,  $134,845  in 1997 and  $1,131,542  in 1996.  There can be no
assurance that the Company will generate  enough revenues from its operations to
generate a profit in the future, if at all.

     Need for Additional Resources for Growth

     Subject to the  sufficiency of its cash  resources,  the Company intends to
continue to expand its  business by entering  into new markets and  offering new
services. If the Company expands into new geographic markets on a rapid basis or
aggressively  introduces new services,  the Company may require  additional cash
resources to fund its growth and operations.  The Company currently  anticipates
that its growth can be  financed  through  working  capital  and cash flows from
operations. However, there can be no assurance that the Company will not require
additional  financing or that such  financing  will be  available on  acceptable
terms, if at all.

     The  Company's  future  performance  will depend,  in large part,  upon its
ability to implement  and manage its growth  effectively.  The  Company's  rapid
growth has placed,  and in the future  will  continue  to place,  a  significant
strain on its administrative,  operational and financial resources.  The Company
anticipates that if successful in expanding its business, it will be required to
recruit  and hire a  substantial  number of new sales and other  personnel  with
experience  in the  direct  e-mail  marketing  industry.  Failure  to retain and
attract  additional  qualified sales and other personnel,  including  management
personnel  who can  manage  the  Company's  growth  effectively  and  failure to
successfully  integrate such personnel  could have a material  adverse effect on
the Company.  To manage its growth  successfully,  the Company will also have to
continue  to  improve  and  upgrade  operational,   financial,   accounting  and
information systems,  controls and infrastructure,  as well as expand, train and
manage its  employee  base.  In the event the  Company is unable to upgrade  its
financial controls and systems adequately to support its anticipated growth, the
Company's  business  and results of  operations  could be  materially  adversely
affected.

     Lack of Experience Offering Certain Telecommunications Services

     The   Company's    future    strategy    includes    offering    additional
telecommunications   services,   including  local  services,  broadband  digital
subscriber line and other Internet  access.  The Company has limited  experience
providing local service,  broadband  digital  subscriber line and other Internet
access. To be successful,  the Company must compete  successfully with companies
that have greater  financial  resources  and  experience  than the  Company.  To
provide these additional services, the Company expects that it will be necessary
to negotiate  agreements  with Carriers and other service  providers in advance.
The Company may be required to develop  technical  and  marketing  expertise  in
other  markets to  effectively  market  and sell such  additional  services.  In
addition,  the  provision  of certain of these  services  may involve  technical
requirements  with  respect  to which the  Company  has little  experience.  The
provision  of these  services  must  also be  successfully  integrated  into the
Company's business. There can be no assurance that the Company's future services
will receive market acceptance in a timely manner, if at all, or that prices and
demand for these services will be sufficient to provide profitable operations.

     Lack of Experience Offering Certain Direct e-Mail Marketing Services

     The Company's future strategy  includes  offering  additional direct e-mail
marketing  services,  including  permission  based opt-in list  development  and
management services, e-mail



                                       22
<PAGE>

broadcasting services, HTML and multimedia formatted e-mail messages,  broadband
digital  subscriber  line and other  Internet  access.  The  Company has limited
experience  providing direct e-mail  marketing  services,  including  permission
based opt-in list  development  and  management  services,  e-mail  broadcasting
services,  HTML and multimedia  formatted  e-mail  messages,  broadband  digital
subscriber line and other Internet  access.  To be successful,  the Company must
compete  successfully with companies that have greater  financial  resources and
experience than the Company. To provide these additional  services,  the Company
expects  that it will be necessary to  negotiate  agreements  with  Carriers and
other  service  providers  in  advance.  The  Company may be required to develop
technical and marketing  expertise in other  markets to  effectively  market and
sell such additional  services.  In addition,  the provision of certain of these
services may involve  technical  requirements  with respect to which the Company
has little experience. The provision of these services must also be successfully
integrated  into the  Company's  business.  There can be no  assurance  that the
Company's future services will receive market  acceptance in a timely manner, if
at all,  or that  prices and demand for these  services  will be  sufficient  to
provide profitable operations.

     Working Capital Requirements

     As of December 31, 2000, the Company had working capital of $1,328,838. The
Company  currently  anticipates  that it will fund its growth from  revenues and
cash flow from operations.  However,  the Company's working capital requirements
may  increase  substantially  in  order to  accommodate  growth  if the  Company
identifies new opportunities to expand its operations and elects to aggressively
pursue new markets or to offer new services.

     The Company  currently  experiences  negative cash flow from operations and
until the Company's cash flow from  operations is sufficient to meet its working
capital  requirements,  any  shortfall  must be covered by a credit  facility or
other sources, such as vendor financing or the sale of securities.  There can be
no  assurance  that  sufficient  financing  will be  available  to  sustain  the
Company's growth.

     The Company  experiences a timing gap in its billing and  collection  cycle
arising from its  obligations to pay underlying  Carriers from fifteen to thirty
days prior to when the Company's  customers pay for those services  delivered by
the Company.  The timing gap  requires  substantial  working  capital to finance
receivables  and it is  anticipated  that the  Company  may  require  additional
working  capital to fund  future  growth to expand into new markets and to offer
new  services,  if any.  There can be no  assurance  that the  Company  will not
encounter delays or suffer adverse consequences if additional working capital is
not  available  or if the gap  between  the  billing  and  collection  cycle  is
increased.

     There can be no assurance  that the Company will be successful in obtaining
the  required  financing  for its  operations  or  expansion  strategy  on terms
acceptable to the Company,  if at all. If the Company  cannot obtain  sufficient
capital  to fund  its  planned  expenditures,  some or all of its  plans  may be
significantly delayed or abandoned.

     Intense Competition

     The Company operates in a highly competitive environment and currently does
not have a significant market share in the markets it serves. Most of its actual
and potential  competitors  have  substantially  greater  financial,  technical,
marketing and other resources  (including  brand or corporate name  recognition)
than the Company. Also, the continuing trend toward business



                                       23
<PAGE>

alliances in the direct e-mail marketing industry and the absence of substantial
barriers to entry in the direct e-mail marketing and data and Internet  services
markets could give rise to significant new  competition.  The Company's  success
will  depend upon its ability to provide  high-quality  services at  competitive
prices. See "Competition."

     In addition, the Company faces the following specific competitive risks:

     Effect  of New Rate  Plans.  AT&T,  MCI,  Sprint  and other  carriers  have
implemented  new price plans aimed at residential  customers with  significantly
simplified rate  structures,  which may have the impact of lowering overall long
distance prices.  There can be no assurance that long distance carriers will not
make similar  offerings  available to the small to medium-sized  businesses that
the Company primarily serves.

         The Competitive  Implications of Other  Technologies.  The Company will
also face competition from fixed wireless services; wireless devices that do not
require site or network licensing;  cellular,  personal  communications service,
and other commercial  mobile radio service  providers;  and Internet  telephony.
Such services may provide  competitive  advantages over the Company's  services,
including wireless  convenience,  lower unit costs and increased  communications
capabilities.

     Entrance of the Regional Bell  Operating  Companies into the In-Region Long
Distance Market.  Section 271 of the  Telecommunications  Act prohibits any RBOC
from  providing  long distance  service that  originates  (or, in certain cases,
terminates) in one of its in-region states until the RBOC has satisfied  certain
statutory  conditions in that state and has received the approval of the FCC. To
date, the FCC has denied several  applications for such approval;  however,  the
Company anticipates that a number of RBOCs will file additional applications for
in-region long distance  authority in 2001.  Once the RBOCs are allowed to offer
widespread in-region long distance services, they will be in a position to offer
single-source   local  and  long  distance  service  that  may  provide  certain
competitive marketing advantages and cost efficiencies to such RBOC's.

     Entrance of Foreign  Companies into U.S.  Markets.  New FCC rules went into
effect in  February  1998 that make it  substantially  easier for many  non-U.S.
telecommunications  companies to enter the U.S. market, thus potentially further
increasing   the  number  of   competitors.   See  "Business  of  the  Company--
Regulation."

     Intense  Competition  in Data and  Internet  Markets.  The  market for data
communications,  broadband digital  subscriber line and Internet access services
is also extremely  competitive.  There are no substantial barriers to entry, and
the Company expects that competition will intensify in the future. See "Business
--Overview,"  "Business  of the Company --  Competition"  and  "Business  of the
Company -- Regulation".

     Effect of Major  Competitors.  Major  competitors  have not yet entered the
market for small to  medium-sized  business  users that the Company will target.
There can be no assurance that larger and  better-financed  competitors will not
make similar  offerings  available to the small to medium-sized  businesses that
the Company primarily serves.

     Entrance  of the  ISP's.  ISP's may begin to charge  online  marketers  for
e-mail delivery to their subscribers. Because ISP's control a crucial checkpoint
between marketers and consumers they may restrict access to their subscribers or
charge a fee for access to their  subscribers.  Any  limitation of the Company's
ability to deliver e-mail messages or any cost associated with such



                                       24
<PAGE>

delivery could materially harm the Company's  business and results of operations
could be materially adversely affected.

     Blocking of the Company's Services Due to Spam.  Internet Service Providers
(ISP), such as America On-Line,  AT&T Worldnet,  Mindspring,  etc. have realized
that the volume of spam or junk e-mail has a significant effect on their ability
to service their users as the volume of junk e-mail traveling through and stored
on their systems  increases.  They have responded by blocking  incoming messages
from known spammers. If a company or service provider became known as a spammer,
they would run the risk of being blocked by one or more major on-line  services.
If the Company,  as a service provider,  were unable to send any messages to any
ISP, due to spam blocking,  that would prevent the Company from providing e-mail
marketing  services  to  substantial  quantities  of  consumers,   significantly
reducing the effectiveness of the Company's services.

     Entrance of Foreign  Companies into U.S.  Markets.  Because the Internet is
transparent,  direct  e-mail  marketing  services  such as those  offered by the
Company can be fulfilled  and delivered  from anywhere in the world.  This means
that the number of competitors could increase substantially as more of the world
gains access to the Internet.

     Intense  Competition  in Data and  Internet  Markets.  The  market for data
communications,  broadband digital  subscriber line and Internet access services
is also extremely  competitive.  There are no substantial barriers to entry, and
the Company expects that competition will intensify in the future.

     Regulation and Pending Regulation

     Telecommunications  services are subject to  significant  regulation at the
federal,  state, local and international  levels,  affecting the Company and its
existing and  potential  competitors.  Delays in receiving  required  regulatory
approvals  or the  enactment  of new and  adverse  legislation,  regulations  or
regulatory  requirements  may have a material  adverse  effect on the  Company's
financial  condition,  results of operations and cash flow. In addition,  future
legislative,  judicial and  regulatory  agency  actions could alter  competitive
conditions  in the  markets  in which the  Company  is  operating  or intends to
operate in ways that are materially adverse to the Company.  See "Description of
Business - Regulation."

     e-Mail and direct  e-mail  marketing  are not  currently  regulated  at the
Federal,  State or local level. However, due to privacy issues and spam there is
considerable   effort  underway  to  legislate   regulations  on  direct  e-mail
marketing.  Regulatory  restrictions  or  impositions  and other new and adverse
legislation,  regulations or regulatory requirements may have a material adverse
effect on the Company's  financial  condition,  results of  operations  and cash
flow. In addition,  future  legislative,  judicial and regulatory agency actions
could  alter  competitive  conditions  in the  markets  in which the  Company is
operating  or  intends to  operate  in ways that are  materially  adverse to the
Company.

     In particular, the Company faces the following regulatory risks:

     Legal  and   Administrative   Burden  of  Compliance   with  Diverse  State
Regulations. The Company's  telecommunications  operations and future operations
are subject to state laws and regulations.  The Company must obtain and maintain
certificates of public convenience and necessity from regulatory  authorities in
most states in which it may offer intrastate  service.  In most such states, the
Company will be required to file and obtain prior regulatory approval of



                                       25
<PAGE>

tariffs for  intrastate  services.  Challenges by third parties to the Company's
Federal or state  tariffs and  complaints  about the Company's  practices  could
cause the Company to incur substantial legal and administrative expenses.

     Uncertainty  of  the  Impact  of  the   Telecommunications  Act  and  Other
Regulatory   Changes.   In  February  1996,   comprehensive   telecommunications
legislation was enacted. The  Telecommunications Act has resulted in significant
changes in the regulatory environment for the  telecommunications  industry as a
whole,  and will have a material  impact on the local exchange  industry and the
competitive  environment  in which the  Company  operates.  The  Company  cannot
predict  how the  relevant  provisions  of the  Telecommunications  Act  will be
interpreted  and  implemented  by the FCC,  state  regulators,  courts and other
regulatory agencies.

     Uncertainty of the Evolving Regulatory  Environment.  On July 18, 1997, the
United  States Court of Appeals for the Eighth  Circuit  overturned  many of the
rules the FCC had established pursuant to the Telecommunications Act. The Eighth
Circuit decision  substantially  limits the FCC's jurisdiction and expands state
regulators'  jurisdiction  to set and enforce rules governing the development of
local competition. As a result, it is more likely that the rules governing local
competition will vary substantially from state to state. If a patchwork of state
regulations were to develop,  it could increase the Company's cost of regulatory
compliance  and could make entry into and conduct of  business  in some  markets
more  expensive  than in others.  The United States  Supreme Court (the "Supreme
Court")  reviewed  the  decision of the Eighth  Circuit and on January 25, 1999,
reversed the Eighth Circuit in part and reinstated,  with one exception,  all of
the FCC local  competition  rules. The Supreme Court vacated and remanded to the
FCC for  reconsideration  the rule determining  which unbundled network elements
much be provided by incumbent local exchange carriers to new entrants. There can
be no assurance as to how these decisions will affect the Company's business and
results of operations.

     Federal and state  regulations and pending  regulations and court decisions
may have in the future both positive and negative effects on the Company and its
ability to  compete.  However,  under  pending  federal  and state  legislation,
significant  additional  competitors  could  enter the market for the  Company's
services which additional  competitors have significantly  greater financial and
resources than are available to the Company.

     Dependence on Billing, Customer Service and Information Systems

     The Company  currently relies on internal  customer  billing  solutions for
billing for USVT  services and such  information  and  processing  capability is
vital to the Company's growth and its ability to monitor costs,  bill customers,
provide  customer  orders and  achieve  operating  efficiencies.  As the Company
continues its transition to providing direct e-mail marketing services, the need
for sophisticated  billing and information systems will increase  significantly.
If the Company  believes that it has exceeded the  capabilities  of its in-house
systems  there can be no assurance  that the Company will be able to obtain such
services from third party vendors on acceptable  terms,  if at all, and the cost
of  implementing  such systems  internally  may be  substantial.  Failure of the
Company's   vendors  and  possible   future  vendors  to  deliver  the  required
information in a timely and effective manner and at acceptable costs, failure of
the Company to  adequately  identify and integrate  all of its  information  and
processing  needs,  failure of the  Company's  data  processing  or  information
systems,  or the failure of the Company to upgrade  systems as  necessary  could
have a  material  adverse  effect  on the  Company's  business  and  results  of
operations.



                                       26
<PAGE>

     The  Company  is  dependent  upon the prompt  collection  of payment of its
customers'  bills and, in turn, upon the  creditworthiness  of its customers and
the continued implementation of adequate revenue assurance programs. The failure
of its customers to pay their bills in a timely manner or the Company's  failure
to  accurately  assess  the  creditworthiness  of its  customers  and  implement
adequate revenue assurance  programs could have a material adverse effect on the
Company's business and results of operations.

     Dependence Upon Facility Based Carriers

     The Company's  underlying  services are provided by one or more independent
companies  that provide  switching  and network  services to the Company.  These
services  must be  operational  24  hours a day,  seven  days a week  and  these
services must be available to the Company on a cost-effective  basis.  There can
be no assurance that these  services will be adequately  provided to the Company
on a permanent  or cost  effective  basis and the failure of these  providers or
their inability to provide quality  services could jeopardize the success of the
Company, its business and results of operations.

     The Company  relies on other  companies to supply certain key components of
its service and operating infrastructure, including telecommunications services,
network  capacity  and  switching  and  networking  equipment,   which,  in  the
quantities and quality demanded by the Company,  are available only from sole or
limited  sources.  The  Company  is also  dependent  upon  carriers  to  provide
telecommunications services and facilities to the Company and its customers. The
Company has from time to time experienced  delays or other problems in receiving
telecommunications  services and facilities which it requests,  and there can be
no assurance that the Company will be able to obtain such services or facilities
on the scale and within the time frames required by the Company at an affordable
cost, or at all. As the Company  expands its service  offerings to include other
services, it will compete increasingly with a variety of new competitors,  which
may serve as a disincentive for such entities to cooperate with the Company. Any
failure to obtain  components,  services  or  additional  capacity  required  to
service the  Company's  clients on a timely basis at an  affordable  cost, or at
all, would have a material adverse effect on the Company's  business and results
of operations.

     Dependence on Distributors

     USVT does not maintain a direct  sales  force.  It directs its sales effort
exclusively  through  distributors.  To the extent that the  Company  depends on
distributors  and  independent  marketing  agents  to obtain  customers  for its
telecommunications  services,  the Company  will be subject to risks  associated
with agent attrition.  Several other  telecommunication  marketing firms utilize
independent  marketing  agents  to  sell  telecommunications  services,  and may
compete with the Company for marketing agents.  Independent marketing agents may
elect to work for  competitors  and solicit  the  Company's  clients,  which may
adversely effect the Company's business and results of operations.

     While  EDI  maintains  a direct  sales  force it may in the  future  direct
substantially all of its sales effort exclusively through  distributors.  To the
extent that the Company depends on distributors and independent marketing agents
to obtain customers for its direct e-mail marketing  services,  the Company will
be subject to risks associated with agent attrition. Several other direct e-mail
marketing  firms  utilize  independent  marketing  agents to sell direct  e-mail
marketing,  and may compete with the Company for marketing  agents.  Independent
marketing agents may elect



                                       27
<PAGE>

to work for competitors and solicit the Company's  clients,  which may adversely
effect the Company's business and results of operations.

     Dependence on Third Party Agreements

     To further  develop its network and to continue  providing  services to its
existing  clients,  the Company will need to maintain  existing  contractual and
strategic  relationships  with  third  party  entities  and build new  strategic
relationships  with other third party  entities that provide  capacity and other
services required by the Company to implement its business  strategy.  Executing
the  Company's  business  strategy  will  require  that the  Company  enter into
agreements,  on  acceptable  terms and  conditions,  with  various  providers of
infrastructure   capacity,  in  particular,   interconnection   agreements  with
Carriers.  There can be no assurance that the Company will be able to obtain and
maintain such  contractual  and  strategic  relationships  on acceptable  terms.
Although the Company does not believe  that any  existing  arrangements  will be
canceled or will not be renewed as needed,  cancellation  or non-renewal of such
arrangements  could  materially  adversely  effect the  Company's  business  and
results of operations.

     The  Company  believes  its success  will depend  largely on its ability to
enter  into  agreements  and to  maintain  relationships  with its  interconnect
company distributors.  Other telecommunications resellers and some Carriers seek
to engage distributors to market their services to end-users. Should the Company
be unable to attract,  engage and maintain relationships with such distributors,
there could be a material adverse effect on the Company.

     Dependence upon Network Infrastructure

     The Company's success in attracting and retaining  customers  requires that
the Company provide adequate  reliability,  capacity and security in its network
infrastructure  and the service  systems.  The systems and networks on which the
Company  depends  are  subject  to  physical   damage,   power  loss,   capacity
limitations,   software  defects,  breaches  of  security  (by  computer  virus,
break-ins  or  otherwise)  and  other  factors,   certain  of  which  may  cause
interruptions  in service  or  reduced  capacity  for the  Company's  customers.
Interruptions in service, capacity limitations or security breaches could have a
material adverse effect on the Company's business and results of operations.

     Dependence on Key Personnel

     The Company  believes that its success will depend to a significant  extent
upon the abilities and continued efforts of its management; particularly J. Erik
Mustad,  the Company's Chief Executive  Officer and Mark M. Smith, the Company's
President  and  Joseph  Karwat,  the  President  of EDI  (the  "Named  Executive
Officers").  The loss of the  services of any of such  individuals  could have a
material  adverse  effect on the  Company.  The success of the Company will also
depend,  in part, upon the Company's  ability to hire and retain  additional key
personnel,  including senior management,  technical and sales personnel, who are
also being sought by other  businesses.  Competition for qualified  personnel is
intense. Difficulty in hiring and retaining such personnel could have a material
adverse  effect on the Company.  The Company  does not  maintain  `key man' life
insurance on any of its officers or key employees.

     Impact of Technological Change

     The telecommunications  industry has been, and is likely to continue to be,
characterized by rapid technological change,  frequent new service introductions
and  evolving  industry   standards.   Increases  or  changes  in  technological
capabilities or efficiencies could create an



                                       28
<PAGE>

incentive for additional  competitors to enter the business in which the Company
currently competes or may in the future. Existing competitors are also likely to
continue  to develop  new  services.  Increased  competition  and  technological
changes  could  result in lower retail  rates for  telecommunications  services,
which could have a material adverse effect on the Company's ability to price its
services competitively or profitably.  Future technological  changes,  including
changes  related to emerging  wireline and wireless  transmission  and switching
technologies and Internet-related  services and technologies,  also could have a
material  adverse  effect on the Company.  The ability of the Company to compete
effectively in the future will depend partly on the Company's ability to develop
additional products and services which appeal to its intended end users.

     The  Internet  industry  has  been,  and  is  likely  to  continue  to  be,
characterized by rapid technological change,  frequent new service introductions
and  evolving  industry   standards.   Increases  or  changes  in  technological
capabilities   or   efficiencies   could  create  an  incentive  for  additional
competitors to enter the business in which the Company currently competes or may
in the future.  Existing  competitors are also likely to continue to develop new
services.  Increased competition and technological changes could result in lower
retail  rates for all of the  Company's  services,  which  could have a material
adverse effect on the Company's  ability to price its services  competitively or
profitably.  Future technological changes, including changes related to Internet
Access  and  Internet-related  services  and  technologies,  also  could  have a
material  adverse  effect on the Company.  The ability of the Company to compete
effectively in the future will depend partly on the Company's ability to develop
additional services which appeal to its intended end users.

     The  Company  relies  and will  continue  to rely in part on third  parties
(including  certain  of its  competitors  and  potential  competitors)  for  the
development  of and access to  communications  and  networking  technology.  The
effect  of  technological  changes  on the  business  of the  Company  cannot be
predicted with any degree of certainty.  The Company believes its future success
will depend,  in part, on its ability to anticipate or adapt to such changes and
to offer,  on a timely basis,  services that meet customer  demands and evolving
industry  standards.  There can be no  assurance  that the  Company  will obtain
access to new technology on a timely basis or on satisfactory terms, or that the
Company will be able to adapt to such technological changes, offer such services
on a  timely  basis  or  establish  or  maintain  a  competitive  position.  Any
technological  change,  obsolescence  or failure to obtain  access to  important
technologies could have a material adverse effect on the Company.


ITEM 2. PROPERTIES.

     The Company  entered into a premises  lease dated February 24, 1994 related
to its principal  office  located at 100  Shoreline  Highway,  Suite 386B,  Mill
Valley,  California  94941. On September 30, 2000, the Company's  premises lease
expired under its terms. On October 28, 2000, the Company vacated these premises
and  relocated  under the  premises  lease of EDI at 180 Grand Ave.,  Ste.  450,
Oakland,  California  94612.  Under the terms of the EDI premises lease,  upon a
change of control of EDI, the landlord  could  terminate the lease and raise the
monthly lease payment amount.  The EDI landlord  terminated this lease effective
December 1, 2000 and increased the Company's lease payment to $24,728 per month.
The Company is now operating on a month-to-month basis under the EDI lease.



                                       29
<PAGE>

ITEM 3. LEGAL PROCEEDINGS.

     To the best of its  knowledge,  the Company is not subject to any active or
pending legal  proceedings  or claims  against it or any of its  properties.  On
January  19,  2001,  the  Company  settled  its sole  outstanding  lawsuit.  See
"Material Agreements - Perell Lawsuit." However,  from time to time, the Company
may become  subject  to claims  and  litigation  generally  associated  with any
business venture.


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 2000.



PART II

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

     The Company's  common shares were listed for trading on the Vancouver Stock
Exchange  ("VSE") on December 20, 1993 under the symbol "UVT" and were  delisted
from the VSE on January 31, 2000. The Company's shares began quoting on the NASD
Over the Counter  Bulletin  Board under the symbol "YDSLF" on September 7, 1999.
On June 20, 2000, in  conjunction  with the Company's  name change and change of
corporate  jurisdiction,  the  Company's  shares began  trading under the symbol
"ECNXF."

     The following  table sets forth the nature of the Company's  trading market
on the VSE over  the last two  fiscal  years  and on the NASD  Over the  Counter
Bulletin  Board (the  "OTCBB")  during the period from  September 7, 1999 to the
Company  fiscal year ended  December 31, 2000,  and for the first quarter ending
March 31, 2001.

<TABLE>
     The Vancouver Stock Exchange

         1999                      High (C$)                  Low (C$)                   Volume
         ----                      ---------                  --------                   ------
       <S>                        <C>                        <C>                       <C>
       1st Quarter                  $0.50                      $0.16                     115,500
       2nd Quarter                  $0.93                      $0.45                     141,450
       3rd Quarter                  $0.90                      $0.45                     263,125
       4th Quarter                  $1.32                      $0.44                     250,521


         2000                      High (C$)                  Low (C$)                   Volume
         ----                      ---------                  --------                   ------
       1st Quarter                  $4.35                      $0.85                     296,710

</TABLE>



                                       30
<PAGE>

<TABLE>
     NASD Over-the-Counter Bulletin Board

            1999                     High (US$)                 Low (US$)                   Volume
            ----                     ----------                 ---------                   ------
          <S>                       <C>                        <C>                       <C>
          4th Quarter                  $1.56                      $0.31                     997,900

            2000                     High (US$)                 Low (US$)                   Volume
            ----                     ----------                 ---------                   ------
          1st Quarter                  $7.25                      $0.44                     12,555,900
          2nd Quarter                  $4.38                      $0.72                     3,776,766
          3rd Quarter                  $1.50                      $0.50                     1,348,104
          4th Quarter                  $1.00                      $0.22                     1,681,236

            2001                     High (US$)                 Low (US$)                   Volume
            ----                     ----------                 ---------                   ------
          1st Quarter                  $1.00                      $0.25                     698,547

</TABLE>

     The above quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down or commission.

     The Company's  common shares are issued in  registered  form.  Based on the
records of Pacific Corporate Trust Company, the Company's registrar and transfer
agent,  and a  Non-Objecting  Beneficial  Holder search  performed by ADP, as of
March 31,  2001,  there were one  thousand  eight  hundred  sixty eight  (1,868)
holders of record of the  Company's  common  shares.  Holders with United States
addresses  collectively  held 7,241,928 common shares,  or  approximately  fifty
three and  six-tenths  percent  (53.6%) of the Company's  13,509,441  issued and
outstanding common shares.

     The  Company  has never paid  dividends  on its common  shares and does not
anticipate paying any dividends in the foreseeable future.

     Recent Sales of Unregistered Securities.

     On September  15, 2000,  the Company  issued  2,703,036  common  shares and
assumed  199,515 share purchase  options with exercise prices ranging from $0.48
to $1.00 in exchange  for 90.28% of the common  capital  stock of EDI in a share
exchange transaction. On January 19, 2001, the Company issued 291,128 restricted
common shares in exchange for the remaining 9.72% of the common capital stock of
EDI,  bringing  the  Company's  interest in EDI to 100%.  All of the  securities
issued by the Company in exchange for EDI's common  capital stock were issued to
the previous  securityholders of EDI. See "Material  Agreements - Acquisition of
Exstream Data, Inc., a California Corporation."

     On March 9, 2001, the Company issued 400,000  restricted common shares in a
private  placement  at $0.50  per share  common  share  for  total  proceeds  of
$200,000. No commissions were paid in connection with the private placement. The
shares were issued to one non-U.S.



                                       31
<PAGE>

person  outside of the United  States in reliance  upon an  exemption  available
under  Regulation S of the  Securities  Act of 1933, as amended.  In conjunction
with  this  private  placement,  the  Company  issued  200,000  non-transferable
warrants to purchase 200,000 common shares exercisable at $1.00 per share. These
warrants have a two-year term and expire on March 9, 2003.

     Exchange Controls

     There are no  governmental  laws,  decrees or  regulations  in Canada  that
restrict  the  export or import of  capital or that  affect  the  remittance  of
dividends, interest or other payments to nonresident holders of the Registrant's
securities.  However, any such remittance to a resident of the United States may
be subject to a withholding  tax pursuant to the  reciprocal  tax treaty between
Canada  and  the  United  States.  For  further   information   concerning  such
withholding tax, see "Item 7. Taxation" below.

     There are no limitations under the laws of Canada,  the Province of British
Columbia,  or in the charter or other  constituent  documents of the  Registrant
with respect to the right of  non-resident or foreign owners to hold and/or vote
shares of the Registrant's  common shares.  However,  the Investment  Canada Act
(the "Investment Act"), enacted on June 20, 1985, as amended, requires the prior
notification  and,  in  certain  cases,  advance  review  and  approval  by  the
Government of Canada of the  acquisition by a  "non-Canadian"  of "control" of a
"Canadian  business," all as defined in the Investment  Act. For the purposes of
the Investment Act,  "control" can be acquired through the acquisition of all or
substantially all of the assets used in the Canadian business,  or the direct or
indirect  acquisition  of  interests  in an entity  that  carries  on a Canadian
business or which  controls the entity that  carries on the  Canadian  business.
Under the  Investment  Act,  control of a  corporation  is deemed to be acquired
through the acquisition of a majority of the voting shares of a corporation, and
is presumed to be acquired where more than one-third,  but less than a majority,
of the voting shares of a corporation are acquired, unless it can be established
that the  corporation  is not controlled in fact through the ownership of voting
shares.  Other  rules apply with  respect to the  acquisition  of  non-corporate
entities.

     Investments  requiring  review and approval  include direct  acquisition of
Canadian  businesses  with assets with a gross book value of $5,000,000 or more;
indirect acquisitions of Canadian businesses with assets of $50,000,000 or more;
and indirect  acquisitions of Canadian  businesses  where the value of assets of
the entity or  entities  carrying  on  business  in Canada,  control of which is
indirectly  being acquired,  is greater than  $5,000,000 and represents  greater
than  fifty  percent  (50%)  of the  total  value  of the  assets  of all of the
entities, control of which is being acquired.

     Pursuant to the Word Trade Organization  Agreement  Implementation Act, the
Investment Act was amended to provide that the value of the business acquisition
threshold  (the  "Threshold")  above  described is  increased  from those levels
outlined where the acquisition is by a World Trade Organization Investor or by a
non-Canadian other than a World Trade  Organization  Investor where the Canadian
business  that is the  subject  of the  investment  is  immediately  before  the
investment controlled by a World Trade Organization  Investor.  The Threshold is
to be determined yearly in accordance with a formula set forth in the Investment
Act. For 2001, the Threshold was determined to be $209,000,000.



                                       32
<PAGE>

     A World Trade  Organization  Investor includes an individual,  other than a
Canadian, who is a national of a World Trade Organization Member, or who has the
right of  permanent  residence  in  relation  to that World  Trade  Organization
Member.

     If an  investment  is  reviewable,  an  application  for review in the form
prescribed by  regulation is normally  required to be filed with the Ministry of
Industry,  Director of Investment  prior to the investment  taking place and the
investment  may not be  consummated  until the  review  has been  completed  and
ministerial  approval  obtained.  Applications  for review  concerning  indirect
acquisitions  may be filed up to 30 days after the  investment  is  consummated.
Applications concerning reviewable investments in culturally sensitive and other
specified  activities  referred to in the preceding  paragraph are required upon
receipt of a notice for review.  There is, moreover,  provision for the Minister
(a person  designated as such under the Investment  Act) to permit an investment
to be  consummated  prior to completion of review if he is satisfied  that delay
would cause undue  hardship to the acquirer or  jeopardize  the operation of the
Canadian business that is being acquired.

     Taxation

     The following is a summary of the  principal  Canadian  federal  income tax
considerations  that would  generally  apply to holders of the Company's  common
shares.  This  summary  is based  upon the  provisions  of the Income Tax Act of
Canada  and the  regulations  thereunder  (collectively,  the "Tax Act") and the
Canada-United  States Tax Convention  (the "Tax  Convention")  as at the date of
this Registration Statement and the current administrative  practices of Revenue
Canada,  Taxation. This summary does not take into account provincial income tax
consequences.

     Certain Canadian Federal Income Tax Consequences

     The following is a general summary of certain  Canadian  federal income tax
considerations  generally  applicable to a holder of the Company's common shares
who is not a resident of Canada for the purposes of the Tax Act). The discussion
does not address all potentially relevant federal income tax matters and it does
not address  consequences  peculiar to persons subject to special  provisions of
federal income tax law.

     The  summary  is based  on the  current  provisions  of the Tax Act and the
Company's  understanding of the current  administrative  practices published by,
and Press announcements released by Revenue Canada, Customs, Excise and Taxation
and the  Department  of Finance.  This summary  takes into account  proposals to
amend the Tax Act announced prior to the date hereof (although no assurances can
be given that such changes will be enacted in the form presented or at all), but
does not  otherwise  take into account or  anticipate  any other changes in law,
whether by judicial,  governmental or legislative action or decision nor does it
take  into   account  any   provincial,   territorial,   local  or  foreign  tax
considerations.  Accordingly,  holders and prospective  holders of the Company's
common  shares  should  consult  their  own  tax  advisors  about  the  federal,
provincial,  territorial,  local and foreign  tax  consequences  of  purchasing,
owning and disposing of such shares.

     The  Tax Act  provides  in  subsection  212(2)  that  dividends  and  other
distributions which are deemed to be dividends and which are paid or credited or
are  deemed  to  be  paid  or  credited  by a  Canadian  resident  Company  to a
non-resident of Canada shall be subject to non-resident withholding tax equal to
twenty-five  percent  (25%)  of the  gross  amount  of the  dividend  or  deemed
dividend.



                                       33
<PAGE>

     Subsections  2(3) and  115(1) of the Tax Act  provide  that a  non-resident
person  is  subject  to tax in  Canada  at the  rates  generally  applicable  to
residents of Canada on any "taxable  capital gain" arising on the disposition of
the shares of a company which are listed on a prescribed  stock exchange if such
non-resident,  together with persons with whom he does not deal at arm's length,
owned twenty-five percent (25%) or more of the issued shares of any class of the
capital stock of the Company at any time in the five years immediately preceding
the date of disposition of the shares.  Subsections 2(3) and 115(1) also provide
that a non-resident  person is subject to tax in Canada on taxable capital gains
arising on the  disposition of shares that constitute  capital  property used in
carrying on a business in Canada. The taxable portion of a capital gain is equal
to one-half of the amount by which the proceeds of  disposition  of such shares,
net of any  reasonable  costs  associated  with  the  disposition,  exceeds  the
adjusted cost base to the holder of the shares.

     Provisions in the Tax Act relating to dividend and deemed dividend payments
and gains  realized by  non-residents  of Canada who are residents of the United
States are subject to the Canada-United  States Income Tax Convention (1980), as
amended (the "1980 Convention").

     Article  X of the 1980  Convention  provides  that for 1997 and  subsequent
taxation years pursuant to the Third Protocol to the 1980 Convention the rate of
Canadian  non-resident  withholding tax on dividends paid to a U.S. company that
beneficially  owns at least ten percent (10%) of the voting stock of the Company
shall not exceed five percent (5%) of the  dividends.  Otherwise,  and except in
the case of dividends received by a resident of the United States who carries on
business in Canada through a Canadian permanent  establishment and the shares in
respect of which the  dividends  are paid are  effectively  connected  with that
permanent  establishment,  the rate of non-resident withholding shall not exceed
fifteen  percent  (15%) of the  dividend.  Where the dividends are received by a
United States person carrying on business in Canada through a Canadian permanent
establishment  and the  shares in respect  of which the  dividends  are paid are
effectively  connected  with that  permanent  establishment  the  dividends  are
generally  subject  to  Canadian  tax as  business  profits,  generally  without
limitation under the 1980 Convention.

     Article  XIII of the 1980  Convention  provides  that gains  realized  by a
United States  resident on the  disposition of shares of a Canadian  company may
not  generally  be taxed in Canada  unless the value of those  shares is derived
principally from real property situated in Canada or the shares form part of the
business  property  of  a  permanent   establishment  which  the  United  States
shareholder  has or had in Canada within the twelve (12) month period  preceding
the date of disposition.  Canada also retains the right to tax gains on property
owned at the time the  individual  ceased to be resident in Canada if it is sold
by a person who was  resident in Canada for one hundred and twenty  (120) months
in any twenty (20)  consecutive  years preceding the sale and who was a resident
in Canada at any time in the ten (10) years preceding sale.

     United States Federal Income Tax Consequences

     The  following is a general  discussion of certain  possible  United States
federal income tax consequences,  under current law,  generally  applicable to a
U.S.  Holder (as  hereinafter  defined) of common  shares of the  Company.  This
discussion does not address all potentially  relevant federal income tax matters
and it does not  address  consequences  peculiar  to persons  subject to special
provisions of federal income tax law, such as those  described below as excluded
from the



                                       34
<PAGE>

definition of a U.S.  Holder.  In addition,  this  discussion does not cover any
state, local or foreign tax consequences.  (see "Taxation - Canadian Federal Tax
Consequences" above).

     The following discussion is based upon the sections of the Internal Revenue
Code of 1986, as amended (the "Code"), Treasury Regulations,  published Internal
Revenue Service ("IRS") rulings,  published  administrative positions of the IRS
and court decisions that are currently applicable,  any or all of which could be
materially and adversely  changed,  possibly on a retroactive basis, at any time
and which are subject to differing  interpretations.  This  discussion  does not
consider the potential  effects,  both adverse and  beneficial,  of any recently
proposed  legislation  that,  if  enacted,  could  be  applied,  possibly  on  a
retroactive basis, at any time. This discussion is for general  information only
and it is not  intended to be, nor should it be  construed  to be,  legal or tax
advice to any holder or  prospective  holder of common shares of the Company and
no opinion or  representation  with respect to the United States  federal income
tax consequences to any such holder or prospective holder is made.  Accordingly,
holders and  prospective  holders of common shares of the Company should consult
their  own tax  advisors  about the  federal,  state,  local,  and  foreign  tax
consequences  of  purchasing,  owning  and  disposing  of  common  shares of the
Company.

     U.S. Holders

     As used  herein,  a "U.S.  Holder"  means a holder of common  shares of the
Company  who is a  citizen  or  individual  resident  of the  United  States,  a
corporation  or  partnership  created or  organized  in or under the laws of the
United States or of any political subdivision thereof, an estate whose income is
taxable in the United  States  irrespective  of source or a trust subject to the
primary  supervision of a court within the United States and control of a United
States fiduciary as described Section 7701(a)(30) of the Code. This summary does
not address the tax consequences  to, and U.S. Holder does not include,  persons
subject to specific  provisions  of federal  income tax law,  such as tax-exempt
organizations,  qualified retirement plans,  individual  retirement accounts and
other tax-deferred accounts,  financial institutions,  insurance companies, real
estate  investment  trusts,  regulated  investment  companies,   broker-dealers,
nonresident  alien  individuals,  persons or  entities  that have a  "functional
currency"  other than the U.S.  dollar,  shareholders  who hold common shares as
part of a straddle,  hedging or conversion  transaction,  and  shareholders  who
acquired  their common shares  through the exercise of employee stock options or
otherwise as compensation for services.  This summary is limited to U.S. Holders
who own common  shares as capital  assets.  This  summary  does not  address the
consequences  to a person or entity  holding an interest in a shareholder or the
consequences  to a person  of the  ownership,  exercise  or  disposition  of any
options, warrants or other rights to acquire common shares.

     Distribution on Common Shares of the Company

     U.S.  Holders  receiving  dividend  distributions  (including  constructive
dividends)  with respect to common shares of the Company are required to include
in gross income for United States  federal  income tax purposes the gross amount
of such  distributions,  equal to the U.S. dollar value of such distributions on
the date of receipt  (based on the  exchange  rate on such date),  to the extent
that the  Company has  current or  accumulated  earnings  and  profits,  without
reduction  for any Canadian  income tax withheld from such  distributions.  Such
Canadian tax withheld may be credited,  subject to certain limitations,  against
the U.S.  Holder's  federal  income  tax  liability  or,  alternatively,  may be
deducted in computing  the U.S.  Holder's  federal  taxable  income by those who
itemize deductions. (See more detailed discussion at "Foreign Tax Credit"



                                       35
<PAGE>

below). To the extent that distributions  exceed current or accumulated earnings
and profits of the Company, they will be treated first as a return of capital up
to the U.S.  Holder's adjusted basis in the common shares and thereafter as gain
from the sale or  exchange  of the  common  shares.  Preferential  tax rates for
long-term  capital gains are applicable to a U.S.  Holder that is an individual,
estate or trust.  There are  currently no  preferential  tax rates for long-term
capital gains for a U.S. Holder that is a corporation.

     In the  case  of  foreign  currency  received  as a  dividend  that  is not
converted  by the  recipient  into U.S.  dollars on the date of receipt,  a U.S.
Holder will have a tax basis in the foreign  currency  equal to its U.S.  dollar
value on the date of  receipt.  Generally  any  gain or loss  recognized  upon a
subsequent  sale or other  disposition  of the foreign  currency,  including the
exchange  for  U.S.  dollars,  will be  ordinary  income  or loss.  However,  an
individual  whose  realized  gain does not exceed two  hundred  ($200)  will not
recognize  that gain, to the extent that there are no expenses  associated  with
the  transaction  that meet the  requirements  for  deductibility  as a trade or
business expense (other than travel expenses in connection with a business trip)
or as an expense for the production of income.

     Dividends  paid on the common  shares of the Company will  generally not be
eligible for the dividends received deduction provided to corporations receiving
dividends  from certain  United States  corporations.  A U.S.  Holder which is a
corporation may, under certain  circumstances,  be entitled to a seventy percent
(70%)  deduction of the United States source portion of dividends  received from
the  Company  (unless  the  Company  qualifies  as a "foreign  personal  holding
company" or a "passive  foreign  investment  company," as defined below) if such
U.S.  Holder owns shares  representing  at least ten percent (10%) of the voting
power and value of the Company. The availability of this deduction is subject to
several complex limitations that are beyond the scope of this discussion.

     Foreign Tax Credit

     A U.S. Holder who pays (or has withheld from distributions) Canadian income
tax with  respect  to the  ownership  of  common  shares of the  Company  may be
entitled,  at the option of the U.S. Holder,  to either receive a deduction or a
tax credit for such  foreign tax paid or  withheld.  Generally,  it will be more
advantageous  to claim a credit  because a credit  reduces United States federal
income taxes on a dollar-for-dollar  basis, while a deduction merely reduces the
taxpayer's income subject to tax. This election is made on a year-by-year  basis
and  applies to all foreign  taxes paid by (or  withheld  from) the U.S.  Holder
during that year.  There are significant and complex  limitations  that apply to
the credit,  among which is the general limitation that the credit cannot exceed
the proportionate  share of the U.S. Holder's United States income tax liability
that the U.S.  Holder's  foreign  source  income  bears to his or its  worldwide
taxable income. In the determination of the application of this limitation,  the
various  items of income and  deduction  must be  classified  into  foreign  and
domestic sources. Complex rules govern this classification process. In addition,
this  limitation is calculated  separately  with respect to specific  classes of
income such as "passive  income," "high  withholding  tax interest,"  "financial
services  income,"  "shipping  income,"  and certain  other  classifications  of
income.  Dividends distributed by the Company will generally constitute "passive
income" or, in the case of certain U.S. Holders, "financial services income" for
these purposes. The limitation and classification rules described above will not
apply to an  individual  U.S.  Holder who makes a special  election  if the U.S.
Holder's  sole  source of foreign  income is passive  income and his  creditable
foreign taxes do not exceed three hundred  dollars ($300).  The  availability of
the foreign tax credit and the



                                       36
<PAGE>

application of the limitations on the credit are fact specific, and U.S. Holders
of common shares of the Company should consult their own tax advisors  regarding
their individual circumstances.

     Disposition of Common Shares of the Company

     A U.S. Holder will recognize gain or loss upon the sale of common shares of
the Company equal to the difference, if any, between (i) the amount of cash plus
the fair market value of any property  received,  and (ii) the shareholder's tax
basis in the  common  shares of the  Company.  Preferential  tax rates  apply to
long-term capital gains of U.S. Holders that are individuals, estates or trusts.
This  gain or loss  will be  capital  gain or loss if the  common  shares  are a
capital asset in the hands of the U.S. Holder,  which will be long-term  capital
gain or loss if the  common  shares  of the  Company  are held for more than one
year. Deductions for net capital losses are subject to significant  limitations.
In the  case of U.S.  Holders  that are not  corporations,  capital  losses  are
allowed as a deduction against ordinary income up to a maximum of three thousand
dollars ($3,000). For U.S. Holders that are not corporations, any unused portion
of such net capital loss may be carried over to be used in later tax years until
such  net  capital  loss  is  thereby  exhausted.  For  U.S.  Holders  that  are
corporations  (other than corporations  subject to Subchapter S of the Code), an
unused net capital loss may be carried back three years and carried forward five
years  from the loss year to be offset  against  capital  gains  until  such net
capital loss is thereby exhausted.

     Other Considerations

     In the following  circumstances,  the above sections of this discussion may
not describe the United States  federal income tax  consequences  resulting from
the holding and disposition of common shares:

     Foreign Personal Holding Company

     If at any time during a taxable year more than fifty  percent  (50%) of the
total  combined  voting  power or the total value of the  Company's  outstanding
shares is owned,  directly or indirectly,  by five (5) or fewer  individuals who
are citizens or residents of the United  States and sixty  percent (60%) or more
of the  Company's  gross income for such year was derived  from certain  passive
sources (e.g., from dividends received from its  subsidiaries),  the Company may
be treated as a "foreign  personal holding company." In that event, U.S. Holders
that hold common  shares  would be required to include in gross  income for such
year their  allocable  portions of such passive income to the extent the Company
does not actually  distribute such income.  The Company does not believe that it
currently qualifies as a foreign personal holding company. However, there can be
no assurance that the Company will not be considered a foreign  personal holding
company for any future taxable year.

     Foreign Investment Company

     If fifty percent (50%) or more of the combined  voting power or total value
of the Company's outstanding shares is held, directly or indirectly, by citizens
or  residents of the United  States,  United  States  domestic  partnerships  or
corporations,  or estates or trusts  other  than  foreign  estates or trusts (as
defined by the Code Section 7701(a)(31)), and the Company is found to be engaged
primarily in the business of investing,  reinvesting,  or trading in securities,
commodities,  or any interest  therein,  it is possible  that the Company may be
treated  as a "foreign  investment  company"  as defined in Section  1246 of the
Code,  causing  all or part of any gain  realized  by a U.S.  Holder  selling or
exchanging  common  shares to be treated as ordinary  income rather than capital
gain. The Company does not believe that it currently qualifies as a foreign



                                       37
<PAGE>

personal  holding company.  However,  there can be no assurance that the Company
will not be considered a foreign personal holding company for any future taxable
year.  The Company  does not believe  that it  currently  qualifies as a foreign
investment company. However, there can be no assurance that the Company will not
be considered a foreign investment company for any future taxable year.

     Passive Foreign Investment Company

     As a foreign  corporation with U.S. Holders,  the Company could potentially
be treated  as a passive  foreign  investment  company  ("PFIC"),  as defined in
section 1297 of the Code,  depending upon the percentage of the Company's income
which is passive, or the percentage of the Company's assets which produce or are
held for the production of passive income.  U.S. Holders owning common shares of
a PFIC are subject to the highest  rate of tax on ordinary  income in effect for
the  applicable  taxable  year and to an interest  charge  based on the value of
deferral of tax for the period  during  which the common  shares of the PFIC are
owned,  in addition to the  treatment  of gain  realized on the  disposition  of
common shares of the PFIC as ordinary income rather than capital gain.  However,
if the U.S.  Holder  makes a  timely  election  to  treat a PFIC as a  qualified
electing fund ("QEF") with respect to such shareholder's  interest therein,  the
above-described  rules  generally  will not apply.  Instead,  the electing  U.S.
Holder  would  include  annually  in his gross  income his pro rata share of the
PFIC's ordinary  earnings and net capital gain regardless of whether such income
or gain was actually distributed.  A U.S. Holder of a QEF can, however, elect to
defer the payment of United States federal income tax on such income inclusions.
Special  rules apply to U.S.  Holders who own their  interests in a PFIC through
intermediate  entities or persons. In addition,  subject to certain limitations,
U.S. Holders owning (actually or constructively) marketable stock in a PFIC will
be  permitted  to elect to mark that stock to market  annually,  rather  than be
subject  to the excess  distribution  regime of section  1291  described  above.
Amounts  included in or deducted from income under this  alternative (and actual
gains and losses realized upon disposition, subject to certain limitations) will
be treated as ordinary gains or losses.  This  alternative will apply to taxable
years of U.S.  Holders  beginning  after  1997  and  taxable  years  of  foreign
corporations ending with or within such taxable years of U.S. Holders.

     The  Company  believes  that it was not a PFIC for its  fiscal  year  ended
December  31,  2000 and does not  believe  that it will be a PFIC for the fiscal
year ending  December 31, 2001.  There can be no  assurance  that the  Company's
determination  concerning  its PFIC status will not be challenged by the IRS, or
that it will be able to satisfy record keeping requirements that will be imposed
on QEFs.

     Controlled Foreign Corporation

     If more than fifty percent (50%) of the total combined  voting power of all
classes  of  shares  entitled  to vote or the total  value of the  shares of the
Company is owned,  actually or  constructively,  by citizens or residents of the
United States,  United States domestic  partnerships and corporations or estates
or trusts other than foreign estates or trusts,  each of which own,  actually or
constructively,  ten percent (10%) or more of the total combined voting power of
all  classes  of  shares  entitled  to  vote  of  the  Company  ("United  States
Shareholder"),  the Company could be treated as a controlled foreign corporation
("CFC")  under  Subpart F of the Code.  This  classification  would  effect many
complex  results,  one of which is the inclusion of certain income of a CFC that
is subject to current  U.S.  tax.  The United  States  generally  taxes a United
States  Shareholder  of a CFC  currently on its pro rata shares of the Subpart F
income of the CFC. Such



                                       38
<PAGE>

U.S.   Shareholders   are  generally   treated  as  having  received  a  current
distribution  out of the CFC's  Subpart F income and are also subject to current
U.S.  tax on their  pro rata  shares  of the  CFC's  earnings  invested  in U.S.
property.  The foreign  tax credit  described  above may reduce the U.S.  tax on
these amounts.  In addition,  under section 1248 of the Code, gain from the sale
or exchange of shares by a U.S.  Holder of common shares of the Company which is
or was a United  States  Shareholder  at any time  during the  five-year  period
ending with the sale or exchange is treated as ordinary  income to the extent of
earnings  and  profits  of the  Company  attributable  to  the  shares  sold  or
exchanged.  If a  foreign  corporation  is both a PFIC  and a CFC,  the  foreign
corporation  generally  will not be  treated  as a PFIC with  respect  to United
States  Shareholders  of the CFC.  This rule  generally  will be  effective  for
taxable years of United States Shareholders beginning after 1997 and for taxable
years of foreign corporations ending with or within such taxable years of United
States  Shareholders.  Special rules apply to United States Shareholders who are
subject to the special  taxation rules under section 1291  discussed  above with
respect to a PFIC. Because of the complexity of Subpart F, and because it is not
clear  that  Subpart  F would  apply to U.S.  Holders  of  common  shares of the
Company,  a more detailed  review of these rules is outside of the scope of this
discussion.  The Company does not believe that it currently  qualifies as a CFC.
However, there can be no assurance that the Company will not be considered a CFC
for any future taxable year.



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

SUMMARY FINANCIAL DATA

     The  following  table sets forth  selected  financial  data  regarding  the
Company's  consolidated  operating results and financial position and relates to
the financial data of the Company's  wholly-owned  U.S.  operating  subsidiaries
USVT,  EDI and MBI. The data has been derived  from the  Company's  consolidated
financial  statements,  which have been prepared in accordance  with  accounting
principles   generally  accepted  in  the  United  States  ("U.S.   GAAP").  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operation."

     The Company acquired USVT pursuant to a Share Exchange in July 1996 and EDI
and MBI on September 15, 2000.  The financial  data presented for the year ended
December 31, 1996 to present  includes that of USVT.  The financial data for the
financial  year ended  December 31, 2000 includes EDI and MBI from September 15,
2000. The following selected financial data is qualified in its entirety by, and
should be read in conjunction  with, the consolidated  financial  statements and
notes thereto  included  elsewhere  this  Registration  Statement.  The selected
financial data and the Company's consolidated financial statements are expressed
in U.S. dollars.


<TABLE>
                                                                  Fiscal Year Ended December 31
                                                                  -----------------------------
                                              2000(2)          1999            1998           1997           1996(1)
                                            -------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>            <C>             <C>
Revenue                                     $5,293,937      $5,277,171      $5,206,984     $3,750,458      $3,197,362
General & Administrative Expenses           $2,492,530      $1,678,466      $1,283,870     $1,154,819      $1,533,992
</TABLE>




                                       39
<PAGE>

<TABLE>
                                                                  Fiscal Year Ended December 31
                                                                  -----------------------------
                                                2000(2)        1999         1998            1997            1996(1)
                                            -------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>            <C>             <C>
Net Income (Loss) from Operations             $(362,193)        $688      ($160,252)      ($189,682)       ($949,915)
Net Income (Loss) for the Year                $(265,566)     $16,646      ($130,479)      ($134,848)     ($1,131,542)
Net Income (Loss)  per Share                     $(0.03)       $0.01         ($0.02)         ($0.02)          ($0.20)


                                                                  Fiscal Year Ended December 31
                                                                  -----------------------------
                                              2000(2)          1999           1998           1997            1996(1)
                                           --------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>            <C>             <C>
 Working Capital                           $1,328,838        $999,144       $853,181        $820,717        $463,357
 Total Assets                              $4,044,579      $1,601,179     $1,650,270      $1,501,717      $1,087,146
 Total Liabilities                           $520,959        $544,611       $721,931        $596,434        $470,506
 Shareholders' Equity                      $3,523,620      $1,056,568       $928,339        $905,283        $616,640
 Long-term Obligations                              -               -              -               -               -
</TABLE>
--------------------------------
(1)  On July 11, 1996, the  shareholders of USVT exchanged all of the issued and
     outstanding shares of USVT for 4,089,910 common shares of the Company. As a
     result of the share exchange, the previous shareholders of USVT as a group,
     owned more than 50% of the issued and  outstanding  shares of the  Company.
     Accordingly,  this  business  combination  has  been  accounted  for by the
     purchase  method as a  reverse-take-over  whereby  USVT was  deemed to have
     acquired  the  Company.   Accordingly,   the  consolidated   statements  of
     operations and deficit and cash flows for the years ended December 31, 1996
     to present and the results of operations and cash flows of the Company from
     July 11, 1996 to present include those of USVT.

(2)  On September 15, 2000,  the Company  acquired  90.28% of the common capital
     stock of EDI. As a result of the transaction  the Company issued  2,703,036
     common  shares and assumed  options to purchase  199,515  common  shares in
     exchange  for  514,864  shares of common  stock of EDI.  Accordingly,  this
     business  combination  has  been  accounted  for  by the  purchase  method.
     Accordingly, the consolidated statements of operations and deficit and cash
     flows for the year ended  December  31, 2000 and the results of  operations
     and cash flows of the Company from  September 15, 2000 to December 31, 2000
     include the results of EDI.


     You should read the following  discussion and analysis in conjunction  with
the audited financial  statements and notes thereto appearing  elsewhere in this
Form 10-KSB.

Management's Discussion and Analysis of Financial Condition
and Results of Operations

     The following  discussion  and analysis  discusses  trends in the Company's
financial  condition and results of operations  for the three fiscal years ended
December 31, 2000, 1999 and 1998. This discussion and analysis of the results of
operations and financial  condition of the Company should be read in conjunction
with  the  audited  financial  statements  and  the  related  notes,  as well as
statements  made elsewhere in this Form 10-KSB.  The financial  statements  have
been prepared in accordance with U.S. generally accepted  accounting  principles
(GAAP) and are expressed in United States dollars.



                                       40
<PAGE>

     Results of Operations

     Year Ended December 31, 2000 ("fiscal  2000") Compared to December 31, 1999
("fiscal 1999")

     Revenue for the twelve month period ended December 31, 2000 ("fiscal 2000")
increased to $5,293,937  from  $5,277,171 for the same period ended December 31,
1999 ("fiscal 1999"),  an increase of less than 1%. Increased  competition drove
down the average retail price for the services of USVT (merged with MBB on March
31, 2001),  resulting in a reduction in its revenue to $4,796,197  for the year.
Also  contributing to reduced revenue was a drop in total usage during the year.
On a  consolidated  basis,  this  revenue  reduction  in  fiscal  year  2000 was
compensated for by the addition of 105 days of EDI's, the Company's wholly owned
electronic  document delivery services company,  revenue.  EDI's revenue for the
105 day period  was  $459,073.  The  Company  believes  that  retail  prices may
continue to decline in the near future as a result of increased  competition  in
the telecommunications industry. In addition, the Company forecasts that billing
rates for fax broadcast services may also decline in the future.

     For fiscal 2000,  gross profit on sales  increased by 26.7% from $1,679,154
in fiscal 1999 to  $2,130,337.  Gross  margins  increased to 40.2%  percent from
31.8% in fiscal 1999. The increase in gross margin  reflects lower pricing terms
from  underlying  carriers,  lower  commissions  paid, a decrease in other costs
associated  with the  provisioning  of service  and the  addition of EDI's gross
margins.  EDI gross margins are  significantly  higher than those of USVT. EDI's
gross  margins for the period were 70.3% as compared to USVT's gross  margins of
36.8%.  To the extent that the Company can  increase the revenue of EDI relative
to  USVT,  it  expects  that  its  gross  margins  will  continue  to  increase.
Commissions paid decreased from 7.2% of sales in fiscal 1999 to 5.2% of sales in
fiscal 2000 reflecting an increase in non commissionable revenue.

     The Company's  administrative  costs for salaries and  consulting  services
increased to $1,065,081 in fiscal 2000 from $719,942 in fiscal 1999,  reflecting
an increase in salary  costs  associated  with the addition of 19 employees as a
result of the acquisition of EDI. There were no special payments or bonuses paid
to employees  during fiscal 2000.  General and  administrative  costs  excluding
salaries and consulting services, were $890,594 in fiscal 2000, up from $568,763
in fiscal 1999, largely as a result of an increase in non recurring legal costs,
an increase in premises rents and an increase in amortization  and  depreciation
charges,  all  incurred  as a result of the  acquisition  of EDI.  Overall,  all
categories of general and  administrative  costs of the Company increased due to
the  acquisition  of EDI.  Bad debt  charges  decreased in fiscal 2000 to normal
operating  levels from fiscal 1999 during  which period the Company took a write
down of approximately $220,000 on one specific customer's receivables.

     Net loss for fiscal 2000 was  $265,566,  as compared to a profit of $16,646
in fiscal  1999.  Fiscal  1999 was the first  profitable  year in the  Company's
history,  but,  largely  due to the  decrease  in  revenue  in  USVT  and  costs
associated with the  acquisition of EDI, the Company  experienced a net loss for
fiscal  2000.  The  Company  had a net loss of $0.02 per share in fiscal 2000 as
compared to a net profit of $0.01 per share in fiscal 1999.



                                       41
<PAGE>

     Year Ended December 31, 1999 ("fiscal  1999") Compared to December 31, 1998
("fiscal 1998")

     Revenue for the twelve month period ended  December 31, 1999 ("fiscal 1999)
increased to $5,277,171  from  $5,206,984 for the same period ended December 31,
1998 ("fiscal 1998"), an increase of 1.35%. Increased competition drove down the
average retail price for services  resulting in only a small increase in revenue
despite an increase in the total  minutes of use sold for the year.  The Company
believes  that  retail  prices may  continue  to decline in the near future as a
result of increased competition in the telecommunications industry.

     For fiscal 1999,  gross profit on sales increased from $1,123,618 in fiscal
1998, to $1,679,154,  and gross margins increased to 31.82% percent from 21.58%.
The  increase in gross  margin  reflects  lower  pricing  terms from  underlying
carriers  beginning  January 1, 1999, lower  commissions paid, and a decrease in
other  costs  associated  with the  provisioning  of service.  Commissions  paid
decreased from 9.9% of sales in fiscal 1998 to 7.12% of sales in fiscal 1999.

     The  Company  believes  that cost will remain at 1999 levels for the fiscal
year ending  December 31, 2000,  and as a result gross  margins may decline with
continued downward pressure on retail prices in the telecommunications industry.

     The Company's  administrative  costs for salaries and  consulting  services
increased to $1,109,703  in fiscal 1999 from $921,782 in fiscal 1998  reflecting
both an increase  salary costs and $150,000 in nonrecurring  payments  (bonuses)
made under certain agreements with Mark M. Smith and J. Erik Mustad. General and
administrative costs excluding salaries and consulting services were $568,763 in
fiscal 1999, up from $362,088 in fiscal 1998, largely as a result of an increase
in bad debt charges in the amount  $174,963  over fiscal 1998.  Bad debt charges
increased  in  fiscal  1999,  primarily  due to  the  write  down  of one of the
Company's  customer's  receivables,  and the Company  believes that the increase
will not be indicative of bad debt on a future basis.

     Net income was $16,646 in fiscal 1999, as compared to a loss of $130,479 in
fiscal 1998. Fiscal 1999 was the first profitable year in the Company's history.
Despite marginally increased revenue,  nonrecurring salary and consulting costs,
and higher bad debt charges,  the Company had a net income of $0.01 per share in
fiscal 1999 as compared to a net loss of $0.02 per share in fiscal 1998.

     Liquidity and Capital Resources

     As of December 31, 2000, the Company had working  capital of $1,328,838 and
$825,859 in cash and  equivalent  balances as compared to $999,144 and $568,419,
respectively,  at year end fiscal 1999.  The Company  believes  that its working
capital, together with cash flow from its operations, will be sufficient to fund
its cash requirements through the year ended December 31, 2001.

     Accounts receivable grew from $913,937 at year end 1999 to $924,197 at year
end 2000.  Accounts  receivable largely represents  collectable amounts from the
previous ninety days sales. The Company believes that the continuity of accounts
receivable indicates that the accounts receivable of EDI are of a nature similar
to those of USVT and that  collection  cycles  and bad debt as a  percentage  of
sales are also similar.

     Equipment  increased  to $235,778  at year end fiscal 2000 from  $51,262 at
year end  fiscal  1999 due to  equipment  acquired  on the  acquisition  of EDI.
Goodwill was



                                       42
<PAGE>

$1,971,515  at year end fiscal  2000 as  adjusted  for  $63,464  in  accumulated
amortization.  The Company is amortizing  goodwill from the  acquisition  of EDI
over a ten year  period.  The  balance  represents  the  difference  between the
consideration  given upon  acquisition  of EDI of $2,324,610  of Company  common
shares and $143,381 of EDI stock options exchanged for Company stock options and
the  $596,733  in  assets  on the  books  of EDI at the time of  acquisition  as
adjusted for assumed  liabilities  of $114,496 and  non-controlling  interest of
$46,874.

     Accounts  payable  increased  from  $415,242  at year  end  fiscal  1999 to
$440,501 at year end fiscal 2000.  The Company  believes that the  continuity of
accounts  payable  indicates  that  the  accounts  payable  cycle of EDI is of a
similar nature to that of USVT.

     Telecom  taxes  payable  decreased  from $65,303 at year end fiscal 1999 to
$38,973 at year end fiscal 2000  representing  a reduction in telecom taxes as a
percentage  of total sale  combined  with a drop in telecom  sales.  Commissions
payable  decreased  from  $64,066 at year end fiscal 1999 to $21,209 at year end
fiscal 2000 due to a lower percentage of commissionable sales as a percentage of
total sales.

     During fiscal year 2000 share capital increased by $2,589,237 consisting of
$2,324,610 paid in consideration of the acquisition of EDI and $264,627 received
in cash on exercise of stock options.

     The Company's  business  activities and operations have been funded to date
through, among other things, revenues from operations, which were $5,293,937 for
the year ended December 31, 2000. See "Selected Financial Data."

     Since the acquisition of all of the issued and  outstanding  shares of USTV
on July 11, 1996 and through  December 31, 2000, the Company has also issued its
common shares in the following transactions:


<TABLE>
                                           Summary of Transactions
                                           -----------------------
                                                                            Number of           Total Price of
                                                                            Shares              Shares (in US$)
                                                                         --------------------------------------
<S>                                                                          <C>                       <C>
Balance of the Company at July 11, 1996                                      1,985,000                993,700
Issued to effect business combination with USVT                              4,089,910                 51,320
Issued for cash at $1.01 per share (Private Placement)                       1,794,628              1,802,651
Issued for finders fee for private placement                                    21,739                      -
Issued for cash at $0.36825 per share (Private Placement)                    1,150,000                423,488
Issued for cash at $0.4735 per share (Exercise of Option)                      100,000                 47,349
Issued for cash at $0.3061 per share (Exercise of Option)                      100,000                 30,618
Issued for cash at $0.6912 per share (Exercise of Option)                       10,000                  6,912
Issued for cash at $0.4735 per share (Exercise of Option)                      145,000                 68,656
Issued for cash at $0.1771 per share (Exercise of Option)                      478,000                 84,583
Issued for cash at $0.2700 per share (Exercise of Option)                      100,000                 27,000
Issued for cash at $0.1933 per share (Exercise of Option)                      100,000                 19,334
Issued for cash at $0.2864 per share (Exercise of Option)                      505,000                134,874
Issued for cash at $0.3509 per share (Exercise of Option)                      255,000                 89,474
Issued for cash at $0.3222 per share (Exercise of Option)                       65,000                 20,945
Issued to effect acquisition of Exstream Data                                2,703,036              2,324,610
                                                                           ------------            ------------
         TOTAL                                                              13,602,313             $6,125,514
                                                                           ============            ============
</TABLE>



                                       43
<PAGE>

     The following is a summary of the share  purchase  options  exercised  from
January 1, 1998 through December 31, 2000:

<TABLE>
                                             Date of              Number of          Exercise Price     Proceeds (in
                                             Exercise             Shares             (in US$)           US$)
    -----------------------------------------------------------------------------------------------------------------
    <S>                                      <C>                 <C>                 <C>                <C>
    Director                                  6/12/98             100,000             $0.4752            $47,519
    Director                                  6/12/98             100,000              0.3055             30,548
    Employee                                  6/22/98              10,000              0.6924              6,924
    Director                                  7/10/98              15,000              0.4745              7,118
    Director                                  7/10/98              15,000              0.4745              7,118
    Director                                  7/10/98              15,000              0.4745              7,118
    Employee                                  7/10/98             100,000              0.4745             47,450
    Director                                  3/19/99             350,000              0.1771             62,000
    Director                                  5/12/99              78,000              0.1731             13,500
    Director                                  5/12/99              10,000              0.1833              1,833
    Director                                  5/20/99               5,000              0.1833                917
    Director                                  9/07/99             100,000              0.2700             27,000
    Director                                  9/27/99               5,000              0.1833                917
    Employee                                 10/29/99               5,000              0.1833                917
    Employee                                 12/15/99              25,000              0.1800              4,500
    Director                                  1/10/00              40,000              0.1933              7,734
    Director                                  1/13/00              30,000              0.1933              5,800
    Director                                  1/14/00              27,500              0.2864              7,877
    Director                                  1/14/00             105,000              0.2864             20,301
    Director                                  1/19/00              27,500              0.2864              7,877
    Employee                                  1/20/00              40,000              0.2864             11,457
    Officer                                   1/20/00              10,000              0.1933              1,933
    Director                                  1/24/00              25,000              0.2864              7,161
    Director                                  1/24/00             100,000              0.2864             28,643
    Director                                  1/24/00             140,000              0.3509             49,123
    Director                                  1/24/00              80,000              0.2864             22,915
    Director                                  2/07/00              70,000              0.2864             20,050
    Director                                  2/07/00             115,000              0.3509             40,351
    Director                                  2/07/00              65,000              0.3222             20,945
    Director                                  2/15/00              30,000              0.2864              8,593
    Director                                  3/10/00              20,000              0.1933              3,867
    -----------------------------------------------------------------------------------------------------------------
    TOTAL                                                        1,858,000                              $530,003
                                                                 ---------                              --------
</TABLE>

     All of the share purchase options were exercised by officers, directors and
employees of the Company.



                                       44
<PAGE>

     Although the Company  believes it has sufficient  working  capital and will
receive sufficient revenues from operations to fund its operations, there can be
no assurance that the Company's  actual  expenditures  will not exceed projected
expenditures or that the Company will have  sufficient  revenues from operations
to meet its actual  expenditure  requirements.  In  addition,  the  Company  may
require additional working capital if the Company elects to aggressively  expand
into new geographic markets or offers new products and services to end users. If
the Company's  revenues from operations are insufficient to fund its operations,
there  can also be no  assurance  that  additional  financing,  if any,  will be
available on terms  acceptable to the Company.  If the actual  expenditures  for
such cost exceed the estimated costs or if events occur that require  additional
expenditures,  the Company will be required to raise additional  financing or to
defer  expenditures  to meet other  obligations.  The  failure  to meet  certain
expenditures  may cause the Company to default on material  obligations and such
default may have a material adverse effect on the Company's business and results
of operations.

OTHER MATTERS

     E*Comnetrix  Inc.  (the  "Company")  is formed  under the  Canada  Business
Corporations Act. Prior to June 19, 2000 the Company was incorporated  under the
Company Act of British Columbia, Canada as USV Telemanagement Inc. The Company's
financial results are quantified in U.S. dollars and a majority of the Company's
obligations and expenditures with respect to its operations are incurred in U.S.
dollars.  In the past, the Company has raised equity funding through the sale of
securities  denominated in Canadian  dollars,  and the Company may in the future
raise additional  equity funding or financing  denominated in Canadian  dollars.
Although  the  Company  does  not  believe  it  currently  has  any   materially
significant  market  risks  relating to its  operations  resulting  from foreign
exchange  rates,  if  the  Company  enters  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollar,  variations in
the exchange rate may give rise to foreign  exchange gains or losses that may be
significant.

     The Company currently has no long-term debt  obligations.  The Company does
not use  financial  instruments  for trading  purposes and is not a party to any
leverage derivatives. In the event the Company experiences substantial growth in
the future,  the Company's  business and results of operations may be materially
effected by changes in interest  rates and certain other credit risk  associated
with its operations.

     Recently Issued Accounting Standards

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities," which was subsequently amended by SFAS No.
137 and 138, established accounting and reporting standards requiring that every
derivative  instrument,  including certain  derivative  instruments  embedded in
other  contracts,  be  recorded  in the  balance  sheet  as  either  an asset or
liability  measured  at its fair  value for  fiscal  quarters  of  fiscal  years
beginning  after June 15,  2000.  As the Company has no  derivative  instruments
outstanding  at December 31, 2000,  it has  determined  that these SFAS will not
have a significant  impact on the  Company's  consolidated  financial  position,
results of operations or cash flows on adoption.



                                       45
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information required by this item is included in pages F-1 through F-19
attached  hereto  and  incorporated  herein  by  reference.  The  index  to  the
consolidated financial statements can be found on page F-1.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURES.

     None.



PART III

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

     All  of  the  directors  of  the  Company  are  elected   annually  by  the
shareholders   and  hold  office  until  the  next  annual  general  meeting  of
shareholders  or until their  successors are duly elected and qualified,  unless
they sooner  resign or cease to be directors in  accordance  with the  Company's
Articles or the Canada  Business  Corporations  Act. The  Company's  last annual
regular  general  meeting  was  held on May 3,  2000.  The  Company's  executive
officers are appointed by and serve at the pleasure of the Board of Directors.

     On September 27, 1999, the Board of Directors of the Company appointed Mark
M. Smith as  President  and  Carolee  Nichols  as Chief  Financial  Officer  and
Secretary.  J. Erik Mustad remained as Chairman of the Board and Chief Executive
Officer. On June 26, 2000 Carolee Nichols was removed as Chief Financial Officer
and  Secretary and Mark M. Smith was  appointed as Chief  Financial  Officer and
Secretary.

     As of December 31,  2000,  the  following  persons  were  directors  and/or
executive officers of the Company:



                                       46
<PAGE>

<TABLE>
Name and present office held            Director/Officer            Principal occupation and if not
                                        since (2)                   at present an elected director,
                                                                    occupation during the preceding
                                                                    five years
-------------------------------------------------------------------------------------------------------
<S>                                     <C>                         <C>
J. Erik Mustad                          July 11, 1996               Chairman and CEO, E*Comnetrix Inc.
Green Brae, California
U.S.A.
Chief Executive Officer and
Director

Mark M. Smith (1)                       July 11, 1996               President, Chief Financial Officer and
Sparks, Nevada U.S.A.                                               Secretary, E*Comnetrix Inc.
President, Chief Financial
Officer and Director

Joseph Karwat                           September 18, 2000          President, Exstream Data Inc.
Oakland, California U.S.A.
Director

Stuart Rogers (1)                       October 11, 1995            November, 1990 to present, President,
Coquitlam, B.C. Canada                                              West Oak Capital Group, a corporate
Director                                                            finance and venture capital company

Trevor Gibbs (1)                        December 20, 1995           1993 - 1998, Director Brimm Energy
North Vancouver, B.C.                                               Corp.; September, 1994 to 1996, Senior
Canada                                                              Vice-President Northstar Trade Finance
Director                                                            Corp., 1989 to 1994, Director, Export
                                                                    Finance, B.C. Trade and Development
                                                                    Corporation

Thomas Wharton(1)                       December 20, 1995           Self-employed Businessman
Vancouver, B.C. Canada
Director
-----------------------------------
</TABLE>

(1)  Member of the Company's audit committee.
(2)  Directors  and officers  serve until their  successors  are  nominated  and
     appointed.


J. Erik Mustad, Chief Executive Officer and Director, Age 60

     Mr.  Mustad  has  over 30  years of  experience  in the  telecommunications
services industry,  serving in a broad range of executive positions with several
public and  privately  held  companies.  Since 1975,  he has been an investor in
various  start-up  ventures and has  materially  contributed  to the  successful
development,  growth  and  public  offering  of  over  $500  million  of  market
capitalization in telecommunications stock.



                                       47
<PAGE>

     Mr. Mustad was a founder of Centex Telemanagement, Inc. and participated in
its  initial  public  offering  in 1987.  Subsequently,  Centex was  acquired by
WorldCom, Inc., (NMS:WCOM), the second largest long distance carrier in the U.S.

     Mr. Mustad was an investor in Phoenix Network, Inc. and responsible for all
sales and marketing  during a time when Phoenix Network  experienced 400% growth
within  a 2-year  time  frame.  Phoenix  Network,  Inc.  was  acquired  by Qwest
Communications International Inc. (NMS:Q) in 1998.

     In 1975,  he formed  his own  interconnect  company,  TCI,  Inc.  Under his
leadership,   TCI  was  acquired  in  1981  by   Inter-Tel,   Inc.   (NMS:INTL).
Subsequently, Mr. Mustad served as director of Inter-Tel.


Mark M. Smith, President, Chief Financial Officer  and Director, Age 42

     Mr. Smith has over 15 years of  experience  in the  telecommunications  and
venture capital  industries,  and has served in a variety of executive positions
with  several  public and  privately  held  companies.  He has been a  financial
consultant providing strategic planning in public markets and finance. He joined
the Company as its acting Chief Financial  Officer and subsequently  assumed the
role of President in September 1999.

     During his business tenure,  Mr. Smith has spent considerable time advising
small  cap  public  companies  with  respect  to  the  public  markets  and  has
orchestrated    and    negotiated    international    agreements    with   large
telecommunications and investment banking firms.

     From 1990 to 1992,  he was  Professor  of Corporate  Finance at  California
State  University.  Prior to this  position,  he was  associated  with  Richland
Partners,  a venture capital firm  specializing in technology  investments.  Mr.
Smith performed research for the Pension Research Institute in 1989 and 1990 and
received his Masters degree in  International  Finance in 1990. For his research
work in global asset  management,  he received a Wall Street Journal Award.  Mr.
Smith is a member of the Association for Investment Management and Research.


Joseph Karwat, Director, Age 48

     Mr. Karwat was appointed as a director of the Company upon its  acquisition
of Exstream Data, Inc. in September  2000. Mr. Karwat founded  Exstream Data and
has served as its President since that time.

     Prior to founding  Exstream  Data,  Mr.  Karwat was employed by The FaxPlus
Corporation as a product  development manager for the firm's PC-based public fax
kiosks. Previously, Mr. Karwat held product development and management positions
with PNC Financial and Bank of America.  During his banking  career,  Mr. Karwat
led the development and/or market  introduction of numerous  interactive on-line
banking systems.

     From 1995 to 1996,  Mr.  Karwat  served as a Director  of  publicly  traded
speech recognition software company,  Kolvox  Communications,  Inc. He regularly
speaks on a wide variety of topics concerning electronic communications.



                                       48
<PAGE>

Over the  period  1996-97,  Mr.  Karwat  served a  two-year  term on the City of
Oakland's telecommunications Advisory Committee. He has been an active member of
the Oakland Chamber of Commerce for many years.

     Mr.  Karwat  holds an MBA in Finance  from  Boston  University  and a BA in
Economics from the University of Buffalo.


Stuart Rogers, Director, Age 44

     Mr.  Rogers,  founder of his own  investment  banking firm West Oak Capital
Group,  Inc.,  was  appointed  as a director  of the  Company in 1995.  West Oak
Capital Group is primarily  focused on arranging public listings through mergers
or Initial Public Offerings on the CDNX.

     Prior to founding West Oak Capital Group,  Mr. Rogers was vice president of
The Genesis Group, a technology consulting company.  Concurrent with his role in
both  Genesis  Group and West Oak  Capital  Group,  he was a  Director  and Vice
President for Brimm Energy Corporation, a NASDAQ small cap listed company.

     Mr. Rogers is currently a Director of Westfort  Energy Ltd., an oil and gas
company listed on The Toronto Stock Exchange.

     In the past  five  years,  Mr.  Rogers  has been a  Director  of  Leopardus
Resources Ltd., a CDNX listed company, Randsburg International Gold Corporation,
a CDNX listed company, AVC Venture Capital  Corporation,  a CDNX listed company,
Cusil Venture Corporation,  a CDNX listed company, and Consolidated Global Cable
Systems, Inc., a CDNX listed company.


Trevor Gibbs, Director, Age 59

     Mr.  Gibbs is a  principal  with The Osborne  Group,  acting as a financial
mentor to information  technology  and  biomedical  companies with over 25 years
experience in finance,  venture capital and public markets. Prior to joining the
Osborne Group he was Chief Operating Officer of Odyssey Petroleum Corporation.

     From 1993 to 1998, Mr. Gibbs was a Director of Brimm Energy Corporation.


Thomas Wharton, Director, Age 58

     Mr.  Wharton,  a  professional  in the medical  field,  was  appointed as a
director of the  Company in 1995.  Since  1983,  he has run his own  consultancy
firm,  T.  Wharton  and  Associates,  Ltd.,  which  focuses  on  policy  review,
operations  procedures,  quality  assurance and executive  evaluation in private
sector healthcare.

     Mr. Wharton is currently a director of West  Oak/Telesis  and Cusil Venture
Corporation, both CDNX listed companies.

     In the past five years,  Mr.  Wharton  has been a Director of  Conquistador
Mines. Ltd. and Zahara Petroleum.



                                       49
<PAGE>

     Members  of the  Board of  Directors  are  elected  by the  holders  of the
Company's  common  shares to represent the  interests of all  shareholders.  The
Board  of  Directors  meets  periodically  to  review  significant  developments
affecting the Company and to act on matters  requiring Board approval.  Although
the Board of Directors  delegates  many matters to others,  it reserves  certain
powers and functions to itself.

     Board Committees

     The only standing  committee of the Board of Directors of the Company is an
Audit  Committee.  The  Audit  Committee  of the  Company's  Board of  Directors
currently consists of four (4) individuals,  being Mark M. Smith, Stuart Rogers,
Trevor Gibbs and Thomas Wharton. This committee is directed to review the scope,
cost and results of the  independent  audit of the Company's  books and records,
the  results  of the  annual  audit  with  management  and the  adequacy  of the
Company's accounting, financial and operating controls; to recommend annually to
the Board of Directors the selection of the  independent  auditors;  to consider
proposals made by the Company's independent auditors for consulting work; and to
report  to the Board of  Directors,  when so  requested,  on any  accounting  or
financial  matters.  Such  reviews are carried  out with the  assistance  of the
Company's  auditors  and  senior  financial  management.  None of the  Company's
directors or executive  officers are parties to any arrangement or understanding
with any other  person  pursuant  to which  said  individual  was  elected  as a
director or officer of the Company.

     Board and Committee Meetings

     During 2000, the Board of Directors met 17 times including  participants by
telephone.  Each  director  attended  all of the Board  meetings and meetings of
Committees on which they served. During 2000, the Audit Committee met once.

     Subsequent to December 31, 2000, the Board of Directors met 5 times.

     There are no arrangements or  understandings  among any of the directors or
officers of the Company regarding their election as directors or officers.


     Section 16(a) Beneficial Ownership Reporting Compliance

     Subsequent to the year ended December 31, 2000, the Company determined that
it no longer qualified as a foreign private issuer as defined under Rule 3b-4 of
the  Exchange  Act.  Accordingly,  no reports  pursuant to Section  16(a) of the
Exchange Act were required to be filed during the most recent fiscal year.


ITEM 10. EXECUTIVE COMPENSATION.

     Directors are entitled to  reimbursement  for  reasonable  travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of the
Board of Directors.  The Board of Directors  makes separate  remuneration to any
director  undertaking  services  on behalf of the  Company  other than  services
ordinarily  required  of a director.  Other than  indicated  below,  no director
received  any  compensation  for  his  services  as a  director,  including  any
committee participation or special assignments.



                                       50
<PAGE>

     The Company  grants  stock  options to  directors,  executive  officers and
employees.  See "Options and Warrants to Purchase Securities from the Registrant
or Subsidiary."

     The following table sets forth the compensation paid to the Company's Named
Executive Officers for the years indicated.  No other Named Executive Officer of
the  Company  earned a salary  and  bonus  for such  fiscal  year in  excess  of
$100,000.


<TABLE>
-----------------------------------------------------------------------------------------------------------------------
                                           Annual Compensation                Long Term Compensation
                                       -----------------------------   -----------------------------------
                                                                                Awards            Payouts
                                                                       ------------------------   --------
                                                                       Securities    Restricted
                                                             Other        Under      Shares or
                                                            Annual      Options/     Restricted              All Other
                                                          Compensation   SARs(2)    Share Units   LTIP(3)    Compensation
Name and Principal                   Salary(1)    Bonus       ($)        Granted        ($)        Payouts      ($)
     Position          Year Ended       ($)        ($)                     (#)                       ($)
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>          <C>       <C>        <C>           <C>          <C>        <C>
 J. Erik Mustad          2000/12/31    $204,000      Nil     Nil        1,225,000       Nil         Nil         Nil
 Chairman & Chief        1999/12/31    $270,000      Nil     Nil          490,000       Nil         Nil         Nil
 Executive Officer       1998/12/31    $120,000      Nil     Nil              Nil       Nil         Nil         Nil

 Mark M. Smith           2000/12/31    $239,800      Nil     Nil        2,225,000       Nil         Nil         Nil
 President               1999/12/31    $243,600      Nil     Nil          490,000       Nil         Nil         Nil
 Chief Financial         1998/12/31    $123,600      Nil     Nil              Nil       Nil         Nil         Nil
 Officer

 Joseph Karwat           2000/12/31     $58,750      Nil     Nil          525,000       Nil         Nil         Nil
 President
 Exstream Data

 Carolee Nichols         2000/12/31     $52,474      Nil     Nil              Nil       Nil         Nil         Nil
 (4)                     1999/12/31     $97,750      Nil     Nil           50,000       Nil         Nil         Nil
 Secretary & Chief
 Financial Officer.
------------------------
</TABLE>

(1)  All dollar amounts are in US dollars.

(2)  "SAR" or "stock  appreciation  right" means a right granted by the Company,
     as compensation for services  rendered,  to receive a payment of cash or an
     issue or transfer of  securities  based wholly or in part on changes in the
     trading  price of  publicly  traded  securities  of the  Company.  Does not
     include  250,000 SAR's  granted to Mr. Smith on March 10, 2000,  which were
     cancelled on November 7, 2000.
(3)  "LTIP"  or  "long  term  incentive  plan"  means  any  plan  that  provides
     compensation intended to serve as incentive for performance to occur over a
     period longer than one financial year, but does not include option or stock
     appreciation  right  plans or plans  for  compensation  through  restricted
     shares or restricted  share units.
(4)  Appointed  an officer of the Company on  September  27,  1999 and  resigned
     officer of the Company on June 26, 2000.




                                       51
<PAGE>

     Compensation of Directors

     The Company has no standard  arrangement pursuant to which any of the other
directors are compensated by the Company for their services in their capacity as
directors except for the granting from time to time of incentive stock options.


OPTION GRANTS

     The aggregate  direct  remuneration  paid or payable by the Company and its
subsidiaries to the directors and Named Executive  Officers of the Company,  for
their services in all capacities, during the fiscal year ended December 31, 2000
was $555,024.

     The following table sets forth information regarding stock option grants to
the Company's  executive  officers and directors  during the year ended December
31, 2000:

<TABLE>
Individual                                                Option Grants
----------                                                -------------
   (a)                                   (b)                    (c)                  (d)                 (e)
                                                        % of Total Options
                                 Number of Securities       Granted to
                                  Underlying Options    Employees in Fiscal   Exercise or Base
Name                                 Granted (#)             Year(3)          Price ($/Sh)(4)(5)    Expiration Date
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                   <C>                  <C>
J. Erik Mustad                        500,000                 10.7%               $4.4375(1)          2/25/2003
                                      250,000                  5.3%               $1.00(1)            6/26/2005
                                      100,000                  2.1%               $1.00(1)            9/15/2002
                                      375,000                  8.0%               $1.00(1)            9/29/2004

Mark M. Smith                         500,000                 10.7%               $4.4375(1)          2/25/2005
                                      750,000                 16.0%               $7.00(1)            3/09/2005
                                      250,000                  5.3%               $1.00(1)            6/26/2005
                                      100,000                  2.1%               $1.00(1)            9/15/2002
                                      625,000                 13.4%               $1.00(1)            9/29/2004

Joseph Karwat                         200,000                  4.3%               $6.0625(1)          2/08/2002
                                      325,000                  6.7%               $1.00(1)            6/26/2005

Carolee Nichols                        25,000                    -(6)             $5.00(2)            4/01/2003

West Oak Capital Group Inc.            40,000                    -(6)             $3.00               2/25/2003
(Stuart Rogers)                        20,000                    -(6)             $1.00               6/20/2002

Trevor Gibbs                            5,000                    -(6)             $3.00               4/19/2003
                                        5,000                    -(6)             $1.00               6/20/2002

Thomas Wharton                          5,000                    -(6)             $3.00               4/19/2003
                                        5,000                    -(6)             $1.00               6/20/2002
-------------------------
</TABLE>

(1)  Repriced to $0.50 per share on March 14, 2001.
(2)  Repriced to $3.00 per share on April 19, 2000. Cancelled on June 30, 2000.
(3)  Based on  options  exercisable  to  acquire  a total  4,674,515  shares  to
     officers, directors, employees and consultants.
(4)  As of the date of grant.
(5)  The exercise  price per share was equal to or greater  than the fair market
     value of the common  shares on the date of grant as determined by the Board
     of Directors.
(6)  Less than one percent (1%).



                                       52
<PAGE>

OPTION EXERCISES

     The  following  table sets forth  details of each exercise of stock options
during the financial year ended December 31, 2000 by any of the Named  Executive
Officers,  and the  financial  year  end  value  of  unexercised  options  on an
aggregate basis.

     During the Company's most recently completed fiscal year ended December 31,
2000,  and through the first fiscal  quarter of the  Company's  fiscal year 2001
ending March 31, 2001, no options and other rights to purchase securities of the
Company were  exercised by the directors  and executive  officers of the Company
other than as set forth below.

<TABLE>
                                                                                                       Value of
                                                                                                  Unexercised in the
                                     Securities                        Unexercised Options         Money-Options at
                                      Acquired        Aggregate            at FY-End(#)               FY-End(#)
                                         on             Value             Exercisable/             ($) Exercisable/
       Name                          Exercise(#)     Realized($)(1)       Unexercisable             Unexercisable(2)
   -----------------------------------------------------------------------------------------------------------------
   <S>                               <C>             <C>              <C>                          <C>
   J. Erik Mustad                      240,000          $956,520      1,225,000(exercisable)       Nil(exercisable)
                                                                         Nil (unexercisable)       Nil (unexercisable)

   Mark M. Smith                       455,000        $1,946,343      2,225,000 (exercisable)      Nil (exercisable)
                                                                          Nil (unexercisable)      Nil (unexercisable)

   Joseph Karwat                           Nil               Nil        525,000 (exercisable)      Nil (exercisable)
                                                                          Nil (unexercisable)      Nil (unexercisable)

   Carolee Nichols                      25,000          $100,950          Nil (exercisable)        Nil (exercisable)
                                                                          Nil (unexercisable)      Nil (unexercisable)

   West Oak Capital Group Inc.         140,000          $262,260         60,000 (exercisable)      Nil (exercisable)
   (Stuart Rogers)                                                       Nil (unexercisable)       Nil (unexercisable)

   Trevor Gibbs                                                          10,000 (exercisable)      Nil (exercisable)
                                           Nil               Nil         Nil (unexercisable)       Nil (unexercisable)

   Thomas Wharton                       15,000           $21,270         10,000 (exercisable)      Nil (exercisable)
                                                                         Nil (unexercisable)       Nil (unexercisable)
----------------------------------
</TABLE>

(1)  Based on NASD OTCBB closing price on the date of exercise.
(2)  In-the-money  options  are those where the market  value of the  underlying
     securities  at the  fiscal  year-end  exceeds  the  exercise  price  of the
     options.  The closing price of the  Company's  shares on December 29, 2000,
     being the last day the  Company's  common  shares traded during 2000 on the
     NASD Over the Counter Bulletin Board, was $0.25.


     Report on Repricing of Options

     On April 19, 2000, June 26, 2000 and March 16, 2001, the Board of Directors
determined that it was in the best interest of the Company to reprice issued and
outstanding  stock options.  The Company's  Board of Directors  approved a stock
option repricing program.  Under the program,  certain holders of stock options,
including  directors  and Named  Executive  Officers,  were entitled to exchange
their  existing  stock options for a repriced stock options to purchase the same
number  of  shares at an  exercise  price of $3.00 per share on April 19,  2000,
$1.00 per share on June 26, 2000 and $0.50 per share on March 16, 2001.  At each
repricing,  the new  exercise  price  exceeded  the  then  market  price  of the
Company's  common  shares.  Other than the lower exercise  price,  each repriced
stock option under the repricing program has terms  substantially  equivalent to
the terms of the original  grant,  including the same vesting  terms,  number of
shares



                                       53
<PAGE>

and expiration date. Options to purchase a total of 2,075,000 common shares were
repriced  on April 19,  2000,  options to purchase a total of  2,010,000  common
shares  were  repriced  on June 26,  2000,  and  options to  purchase a total of
4,936,440  common shares were repriced on March 16, 2001. The Board of Directors
approved  the stock  option  repricing  program  as a result of the  significant
reduction in the price of the Company's  common shares in fiscal 2000. The Board
determined  that  the  Company's  existing  stock  options  no  longer  provided
meaningful incentive to the option holders to remain in the Company's employ and
to maximize shareholder value. The existing stock options had exercise prices of
between $1.00 per share and $7.00 per share,  which exercise prices exceeded the
trading prices of the Company's common shares for a substantial  majority of the
time from  January  2000 until the date that each option  repricing  program was
approved.  The Board  determined  that the exchange of new stock  options with a
lower  exercise  price for the existing  stock  options would once again provide
incentive to the  Company's  officers,  directors  and  employees to continue to
provide services to the Company and to maximize shareholder value.

     Repricing of Options

     During  the  Company's  fiscal  year  ended  December  31,  2000,   options
previously  granted  to four (4) Named  Executive  Officers  were  amended as to
exercise price only.

     By agreement  dated January 25, 2000, the Company granted to J. Erik Mustad
options to purchase up to five hundred  thousand  (500,000)  common  shares at a
price of four dollars and forty three and three  quarters  cents  ($4.4375)  per
common  share (the  "January  25,  2000  Mustad  stock  options").  Pursuant  to
amendments  to the  agreement,  on April 19,  2000,  the  exercise  price of the
January 25, 2000 Mustad stock options was reduced to three  dollars  ($3.00) per
common  share,  on June 26, 2000,  the exercise  price was reduced to one dollar
($1.00) per share,  and on March 16,  2001,  the  exercise  price was reduced to
fifty cents ($0.50) per common share.

     By  agreement  dated June 26, 2000,  the Company  granted to J. Erik Mustad
options to purchase up to two hundred and fifty thousand (250,000) common shares
at a price of one  dollar  ($1.00)  per common  share (the "June 26,  2000 stock
options").  Pursuant to an amendment to the  agreement,  on March 16, 2001,  the
exercise  price of the June 26,  2000 stock  options  was reduced to fifty cents
($0.50) per common share.

     By  agreement  dated  September  15, 2000,  the Company  granted to J. Erik
Mustad options to purchase up to one hundred thousand (100,000) common shares at
a price of one dollar  ($1.00) per common share (the  "September 15, 2000 Mustad
stock options").  Pursuant to an amendment to the agreement,  on March 16, 2001,
the exercise price of the September 15, 2000 Mustad stock options was reduced to
fifty cents ($0.50) per common share.

     By  agreement  dated  September  29, 2000,  the Company  granted to J. Erik
Mustad options to purchase up to three hundred  seventy five thousand  (375,000)
common shares at a price of one dollar ($1.00) per common share (the  "September
29, 2000 Mustad stock options").  Pursuant to an amendment to the agreement,  on
March 16,  2001,  the  exercise  price of the  September  29, 2000 Mustad  stock
options was reduced to fifty cents ($0.50) per common share.

     By agreement  dated January 25, 2000, the Company  granted to Mark M. Smith
options to purchase up to five hundred  thousand  (500,000)  common  shares at a
price of four dollars and forty three and three  quarters  cents  ($4.4375)  per
common  share  (the  "January  25,  2000  Smith  stock  options").  Pursuant  to
amendments to the agreement, on April 19, 2000, the exercise price



                                       54
<PAGE>

of the January 25, 2000 Smith stock options was reduced to three dollars ($3.00)
per common share, on June 26, 2000, the exercise price was reduced to one dollar
($1.00) per share,  and on March 16,  2001,  the  exercise  price was reduced to
fifty cents ($0.50) per common share.

     By  agreement  dated March 10, 2000,  the Company  granted to Mark M. Smith
options to purchase  up to seven  hundred and fifty  thousand  (750,000)  common
shares at a price of seven dollars ($7.00) per common share (the "March 10, 2000
stock options"). Pursuant to amendments to the agreement, on April 19, 2000, the
exercise  price of the March 10, 2000 stock options was reduced to three dollars
($3.00) per common share,  on June 26, 2000,  the exercise  price was reduced to
one dollar  ($1.00) per share,  and on March 16, 2001,  the  exercise  price was
reduced to fifty cents ($0.50) per common share.

     By  agreement  dated June 26,  2000,  the Company  granted to Mark M. Smith
options to purchase up to two hundred and fifty thousand (250,000) common shares
at a price of one  dollar  ($1.00)  per common  share (the "June 26,  2000 Smith
stock options").  Pursuant to an amendment to the agreement,  on March 16, 2001,
the exercise price of the June 26, 2000 Smith stock options was reduced to fifty
cents ($0.50) per common share.

     By agreement dated September 15, 2000, the Company granted to Mark M. Smith
options to purchase  up to one hundred  thousand  (100,000)  common  shares at a
price of one dollar  ($1.00)  per common  share (the  "September  15, 2000 Smith
stock options").  Pursuant to an amendment to the agreement,  on March 16, 2001,
the exercise  price of the September 15, 2000 Smith stock options was reduced to
fifty cents ($0.50) per common share.

     By agreement dated September 29, 2000, the Company granted to Mark M. Smith
options to purchase up to six hundred  twenty  five  thousand  (625,000)  common
shares at a price of one dollar  ($1.00) per common  share (the  "September  29,
2000 Smith stock options").  Pursuant to an amendment to the agreement, on March
16, 2001,  the exercise  price of the September 29, 2000 Smith stock options was
reduced to fifty cents ($0.50) per common share.

     By agreement  dated February 8, 2000, the Company  granted to Joseph Karwat
options to purchase  up to two hundred  thousand  (200,000)  common  shares at a
price of six dollars and six and one quarter  cents  ($6.0625)  per common share
(the "February 8, 2000 stock options"). Pursuant to amendments to the agreement,
on April 19, 2000,  the exercise price of the February 8, 2000 stock options was
reduced  to three  dollars  ($3.00)  per common  share,  on June 26,  2000,  the
exercise  price was reduced to one dollar  ($1.00)  per share,  and on March 16,
2001, the exercise price was reduced to fifty cents ($0.50) per common share.

     By agreement  dated June 26,  2000,  the Company  granted to Joseph  Karwat
options to purchase up to three hundred  twenty five thousand  (325,000)  common
shares at a price of one dollar  ($1.00)  per common  share (the "June 26,  2000
Karwat stock options").  Pursuant to an amendment to the agreement, on March 16,
2001,  the exercise  price of the June 26, 2000 Karwat stock options was reduced
to fifty cents ($0.50) per common share.

     By agreement  dated April 1, 2000, the Company  granted to Carolee  Nichols
options to purchase up to twenty five thousand (25,000) common shares at a price
of five dollars  ($5.00) per common  share (the "April 1, 2000 stock  options").
Pursuant to an amendment to the agreement, on April 19, 2000, the exercise price
of the April 1, 2000 stock  options  was  reduced to three  dollars  ($3.00) per
common share.  The April 1, 2000 stock options were cancelled  under their terms
on June 30, 2000.



                                       55
<PAGE>

     Stock Option Plan

     On May 17,  1999,  the  board of  directors  of the  Company  approved  the
Company's Stock Option Plan (1999) (the "1999 Plan"). The 1999 Plan subsequently
received  shareholder  approval.  Under the 1999 Plan, options may be granted to
directors,  officers, employees and others providing substantial services to the
Company  and its  affiliates  to purchase  from the  Company  such number of its
common  shares as the board of directors of the Company may  designate.  Options
may be granted to acquire  common shares up to but not exceeding an aggregate of
1,900,000 common shares under the 1999 Plan.

     Pursuant  to section 11 of the 1999 Plan,  the Board of  Directors  has the
power to amend the 1999 Plan.

     On March 30,  2000,  the board of  directors  of the  Company  amended  the
Company's  1999 Plan and renamed it the Amended and  Restated  Stock Option Plan
(2000) (the "2000  Plan").  The 2000 Plan  increased the number of common shares
available for issuance from the 1,900,000 common shares available under the 1999
Plan to a total of 5,000,000  common shares  available  under the 2000 Plan. The
2000 Plan, received shareholder approval at the Company's annual meeting held on
May 3, 2000. On November 3, 2000, the board of directors of the Company  amended
the 2000 Plan (the  "Amended  2000 Plan").  The Amended 2000 Plan  increased the
number of common shares  available for issuance from the 5,000,000 common shares
available  under the 2000 Plan to a total of 8,000,000  common shares  available
under the Amended  2000 Plan.

     As of December 31, 2000,  there were options to purchase  1,770,960  common
shares  issued and  outstanding  under the Amended 2000 Plan,  1,060,000  common
shares have been issued pursuant to options granted and 5,169,040  common shares
were  available  for  issuance  upon the  exercise  of options  granted or to be
granted after December 31, 2000 under the Amended 2000 Plan. The Company intends
to seek  shareholder  approval  for the  Amended  2000  Plan at the next  annual
meeting of shareholders.

     All of the remaining  options  available for grant pursuant to the terms of
the Amended 2000 Plan may be granted without  further  regulatory or shareholder
approvals,  however,  unless the Amended 2000 Plan obtains shareholder approval,
the stock options  granted under the Plan may fail to qualify as incentive stock
options under the U.S. Internal Revenue Code of 1986, as amended.

     Employment and Employee Incentive Contracts

     The Company has no plan or arrangement  whereby any Named Executive Officer
may be  compensated  in an  amount  exceeding  $100,000  in the  event  of  that
officer's resignation,  retirement or other termination of employment, or in the
event of a change of control of the Company or a  subsidiary  or a change in the
Named Executive Officer's  responsibilities  following such a change of control,
except as set out below:

     Pursuant to a consulting  services agreement (the "Mustad Agreement") dated
January 1, 2000, as amended April 19, 2000,  effective June 1, 2000,  between J.
Erik Mustad ("Mustad") and the Company,  Mustad will provide certain services to
the  Company in  consideration  of $16,500  per month  through  May 31, 2000 and
$17,500  per month  thereafter.  The Mustad  Agreement  as amended  will  expire
December 31, 2001 (the  "Initial  Term") and will be  automatically  renewed for
additional one year terms unless earlier terminated. In the event of



                                       56
<PAGE>

termination  by the Company  during the Initial  Term other than for cause,  the
Company  must pay to Mustad  the full  balance  of fees  which  would  have been
payable to Mustad had Mustad been engaged for the entire  Initial Term,  payable
at a rate of $17,500 per month. In the event of termination by the Company after
the Initial  Term other than for cause,  the Company must pay to Mustad the full
balance of fees which would have been  payable to Mustad had Mustad been engaged
for the entire then current term, payable at a rate of $17,500 per month. In the
event of  termination  other than for  cause,  Mustad  will be paid a  severance
payment in the amount of  $50,000  in  addition  to any other fees due under the
Mustad Agreement.

     Pursuant to a consulting  services  agreement (the "Smith Agreement") dated
January 1, 2000 and as amended  April 19, 2000 for an effective of June 1, 2000,
between  Interven  Capital  Corporation  ("Interven"),  Mark M. Smith  ("Smith")
(Interven and Smith are referred to  collectively as the  "Consultant")  and the
Company,  the  Consultant  will  provide  certain  services  to the  Company  in
consideration of the Company paying to Consultant  $15,000 per month through May
31, 2000 and $20,500 per month  thereafter.  The Smith Agreement as amended will
expire December 31, 2002 (the "Initial Term") and will be automatically  renewed
for  additional  one year  terms  unless  earlier  terminated.  In the  event of
termination  by the Company  during the Initial  Term other than for cause,  the
Company  must pay to  Interven  the full  balance of fees which  would have been
payable to Interven had the Consultant been engaged for the entire Initial Term,
payable at a rate of $20,000 per month.  In the event of the  termination by the
Company  after the Initial  Term other than for cause,  the Company  must pay to
Interven  the full balance of fees which would have been payable to Interven had
the Consultant been engaged for the entire then current term,  payable at a rate
of $20,000 per month. In the event of termination other than for cause, Interven
will be paid a  severance  payment in the amount of $50,000 in  addition  to any
other fees due under the Smith Agreement.

     Pursuant to an employment  agreement (the "Karwat  Agreement") dated August
7, 2000,  between Joseph Karwat ("Karwat") and the Company,  Karwat will provide
certain  services to the Company in consideration of $12,500 per month on an "at
will" basis.  Under the Karwat Agreement,  in the event of termination of Karwat
by the  Company  other than for cause,  including  constructive  dismissal,  the
Company  must pay to Karwat a single lump sum  severance  payment of One Hundred
and Fifty Thousand dollars ($150,000).

     Director Compensation

     The Company does not currently pay any cash  compensation  to directors for
serving on its Board of  Directors,  however  it does  reimburse  directors  for
out-of-pocket expenses for attending board and committee meetings. The Company's
independent  directors  receive stock  options to purchase  common shares of the
Company  as  compensation  for their  service as  directors.  The terms of stock
option  grants made to  independent  directors  are  determined  by the Board of
Directors.  See  "Option  Grants."  The  Company  does  not  provide  additional
compensation for committee  participation or special assignments of the Board of
Directors.

     Indemnification of Directors, Officers and Others

     The by-laws of the Company  provide that subject to the  provisions  of the
Canada  Business  Corporations  Act,  the  Company  may  indemnify a director or
officer or former  director  or officer of the  Company or of a  corporation  of
which the Company is or was a  shareholder  or creditor  and the heirs and legal
representatives  of any such  person  against all costs,  charges and  expenses,
including  an amount paid to settle an action or satisfy a judgment,  reasonably
incurred



                                       57
<PAGE>

by him or them in respect of any civil,  criminal  or  administrative  action or
proceeding  to which he is or they are made a party by  reason  of his  being or
having  been a director  or officer of the  Company or a director  or officer of
such  corporation,  including  any  action  brought  by the  Company or any such
corporation.  Each  director or officer of the  Company,  upon being  elected or
appointed,  shall be deemed to have  contracted with the Company on the terms of
the indemnity set forth in the Company's by-laws.

     The by-laws of the Company  further  provide that the failure of a director
or officer of the Company to comply with the  provisions of the Canada  Business
Corporations  Act or of the  articles or the  by-laws of the  Company  shall not
invalidate any indemnity to which he is entitled to under the Company's by-laws.

     The  by-laws of the  Company  further  provide  that the  directors  of the
Company may cause the Company to purchase and maintain insurance for the benefit
of any person who is or was serving as a director, officer, employee or agent of
the Company or as a director,  officer,  employee or agent of any corporation of
which  the  Company  is  or  was  a  shareholder   and  his  heirs  or  personal
representatives,  against  any  liability  incurred  by  him as  such  director,
officer, employee or agent.

     Under the Canada Business  Corporations Act, except in respect of an action
by or on behalf of the Company to procure a judgment  in its favor,  the Company
may indemnify a director or officer of the Company, a former director or officer
of the  Company  or a person  who acts or acted at the  Company's  request  as a
director  or  officer  of a body  corporate  of which  the  Company  is or was a
shareholder or creditor,  and his heirs and legal  representatives,  against all
costs,  charges and  expenses,  including  an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative  action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Company or body  corporate  if
he acted  honestly  and in good faith with a view to the best  interests  of the
Company and, in the case of a criminal or  administrative  action or  proceeding
that is enforced by a monetary penalty,  he had reasonable grounds for believing
that his conduct was lawful.

     Further under the Canada Business  Corporations  Act, the Company may, with
the  approval  of a court,  indemnify a director  or officer of the  Company,  a
former  director  or officer of the Company or a person who acts or acted at the
Company's  request as a director  or  officer of a body  corporate  of which the
Company  is  or  was  a  shareholder  or  creditor,  and  his  heirs  and  legal
representatives,  in respect of an action by or on behalf of the Company or body
corporate  to  procure a judgment  in its favor,  to which he is made a party by
reason of being or having  been a director  or an officer of the Company or body
corporate, against all costs, charges and expenses reasonably incurred by him in
connection  with such action if he acted  honestly and in good faith with a view
to the  best  interests  of the  Company  and,  in the  case  of a  criminal  or
administrative  action or proceeding that is enforced by a monetary penalty,  he
had reasonable grounds for believing that his conduct was lawful.

     Further under the Canada Business  Corporations  Act, a director or officer
of the Company,  a former  director or officer of the Registrant or a person who
acts or acted at the  Company's  request  as a  director  or  officer  of a body
corporate  of which the Company is or was a  shareholder  or  creditor,  and his
heirs and legal  representatives,  is entitled to indemnity  from the Company in
respect  of all  costs,  charges  and  expenses  reasonably  incurred  by him in
connection



                                       58
<PAGE>

with the defense of any civil,  criminal or administrative  action or proceeding
to which he is made a party by  reason  of being or having  been a  director  or
officer of the Company or body  corporate,  if the person seeking  indemnity was
substantially  successful  on  the  merits  in his  defense  of  the  action  or
proceeding  and if he acted  honestly  and in good faith with a view to the best
interests of the Company and, in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty,  he had reasonable grounds
for believing that his conduct was lawful.

     Further  under the  Canada  Business  Corporations  Act,  the  Company  may
purchase and maintain  insurance for the benefit of a director or officer of the
Company,  a former  director  or officer of the  Company or a person who acts or
acted at the Company's  request as a director or officer of a body  corporate of
which the Company is or was a shareholder  or creditor,  and his heirs and legal
representatives,  against any  liability  incurred  by him in his  capacity as a
director or officer of the Registrant, except where the liability relates to his
failure to act honestly  and in good faith with a view to the best  interests of
the  Company,  or in his  capacity  as a director  or  officer  of another  body
corporate  where he acts or acted in that  capacity  at the  Company's  request,
except  where the  liability  relates to his failure to act honestly and in good
faith with a view to the best interest of the body corporate.

     The Company maintains  Directors' and Officers' Liability Insurance for its
directors.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The Company is authorized to issue  60,000,000  shares of which  50,000,000
are common shares without par value ("Common Shares"),  and 10,000,000 are Class
A Preferred  Shares (the "Preferred  Shares")  without par value. As of December
31,  2000,  13,602,313  Common  Shares and no  Preferred  Shares were issued and
outstanding.  As of March 31, 2001,  13,509,441  Common  Shares and no Preferred
Shares were issued and outstanding.

     Rule 13d-3 under the Securities Exchange Act defines the term,  "beneficial
ownership".  Under this rule, the term includes  shares over which the indicated
beneficial owner exercises voting and/or  investment  power. The rules also deem
common shares subject to options currently exercisable, or exercisable within 60
days, to be outstanding  for purposes of computing the  percentage  ownership of
the person holding the options but do not deem such stock to be outstanding  for
purposes of computing the percentage ownership of any other person.

     The  following  table  sets forth  information  concerning  the  beneficial
ownership of the  Company's  outstanding  Common  Shares as of December 31, 2000
for, each of the Company's directors and executive officers  individually,  each
person or group that the  Company  knows owns  beneficially  more than 5% of the
Company's  Common Shares,  and all directors and executive  officers as a group.
Except as otherwise indicated, the Company believes the beneficial



                                       59
<PAGE>

owners of the Common  Shares  listed below,  based on  information  furnished by
them,  have sole voting and  investment  power over the number of shares  listed
opposite their names.
<TABLE>
<S>                               <C>                            <C>                    <C>

Title of Class          Identity of                     Number of          Percentage of Class(1)
                        Persons or Group              Shares Owned
---------------------- ------------------------ ------------------------ ------------------------
Common Shares          J. Erik Mustad                  2,205,800(2)              14.9%(2)

Common Shares          Mark M. Smith                   2,625,000(3)              16.6%(3)

Common Shares          Stuart Rogers                      60,000(5)               -(4)

Common Shares          Trevor Gibbs                       10,000(6)               -(4)

Common Shares          Thomas Wharton                     10,000(6)               -(4)

Common Shares          Joseph Karwat                   2,252,103(7)              15.9%(7)

Common Shares          Officers and                    7,137,903(8)              40.4%(8)
                       Directors,
                       as a group

</TABLE>

(1)  Based on the 13,602,313 shares outstanding as of December 31, 2000.
(2)  Includes  980,800  common  shares and vested  options to acquire  1,225,000
     common shares of the Company  exercisable within sixty days of December 31,
     2000.
(3)  Includes  375,000  common  shares and vested  options to acquire  2,225,000
     common shares of the Company  exercisable within sixty days of December 31,
     2000.
(4)  Less than one percent (1%).
(5)  Consists of vested  options to acquire  60,000 common shares of the Company
     exercisable within sixty days of December 31, 2000.
(6)  Consists of vested  options to acquire  10,000 common shares of the Company
     exercisable within sixty days of December 31, 2000.
(7)  Includes  1,727,103  common  shares and vested  options to acquire  525,000
     common shares of the Company  exercisable within sixty days of December 31,
     2000.
(8)  Includes  3,082,903  common shares and vested options to acquire  4,055,000
     common shares of the Company within sixty days of December 31, 2000.

     The  following  table  sets forth  information  concerning  the  beneficial
ownership of the Company's  outstanding  common shares as of March 31, 2001 for,
each of the Company's directors and executive officers individually, each person
or group that the Company knows owns  beneficially more than 5% of the Company's
common shares,  and all directors and executive  officers as a group.  Except as
otherwise  indicated,  the Company believes the beneficial  owners of the common
shares listed below,  based on information  furnished by them,  have sole voting
and investment power over the number of shares listed opposite their names.



                                       60
<PAGE>


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

Title of Class         Identity of                Number of        Percentage of Class(1)
                      Persons or Group           Shares Owned
-------------------- ------------------------ ------------------- ------------------------
Common Shares        J. Erik Mustad,             1,830,800(2)          12.4%(2)
                     Director

Common Shares        Mark M. Smith, Director     2,225,000(3)          14.1%(3)

Common Shares        Stuart Rogers                  60,000(5)             - (4)

Common Shares        Trevor Gibbs                   10,000(6)             - (4)

Common Shares        Thomas Wharton                 10,000(6)             - (4)

Common Shares        Joseph Karwat               2,193,427(7)          15.6%(7)

Common Shares        Officers and                6,329,227(8)          36.0%(8)
                     Directors,
                     as a group

</TABLE>

(1)  Based on the 13,509,441 shares outstanding as of March 31, 2001.
(2)  Includes  605,800  common  shares and vested  options to acquire  1,225,000
     common  shares of the Company  exercisable  within  sixty days of March 31,
     2001.
(3)  Includes vested options to acquire  2,225,000  common shares of the Company
     exercisable within sixty days of March 31, 2001.
(4)  Less than one percent (1%).
(5)  Includes  vested  options to acquire  60,000  common  shares of the Company
     exercisable within sixty days of March 31, 2001.
(6)  Includes  vested  options to acquire  10,000  common  shares of the Company
     exercisable within sixty days of March 31, 2001.
(7)  Includes  1,668,427  common  shares and vested  options to acquire  525,000
     common  shares of the Company  exercisable  within  sixty days of March 31,
     2001.
(8)  Includes  2,274,227  common shares and vested options to acquire  4,055,000
     common  shares of the Company  exercisable  within  sixty days of March 31,
     2001.


     There are no  arrangements  known to the Company  that may, at a subsequent
date, result in a change in control of the Company.

     The Company's  Common Shares are issued in  registered  form.  Based on the
records of Pacific Corporate Trust Company, the Company's registrar and transfer
agent,  and a  Non-Objecting  Beneficial  Holder search  performed by ADP, as of
March 31,  2001,  there were one  thousand  eight  hundred  sixty eight  (1,868)
holders of record of the  Company's  Common  Shares.  Holders with United States
addresses  collectively  held 7,241,928 Common Shares,  or  approximately  fifty
three and  six-tenths  percent  (53.6%) of the Company's  13,509,441  issued and
outstanding Common Shares.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Except for (a) the  transactions  described below, (b) the ownership of the
Company's securities, (c) the compensation described herein, and (d) advances to
and by certain  officers to or from the Company to cover expenses,  all of which
were  reimbursed or repaid without  interest,  none of the directors,  executive
officers,  holders of ten percent of the Company's outstanding Common Shares, or
any associate or affiliate of such person, have, to the knowledge of the



                                       61
<PAGE>


Company,  had a material  interest,  direct or  indirect,  during the two fiscal
years  ended  December  31,  2000  and  1999,  in any  transaction  or  proposed
transaction which may materially affect the Company.

     On March 10, 2000,  the Company  entered into a stock  appreciation  rights
agreement (the "SAR Agreement") with Mark M. Smith pursuant to which the Company
awarded to Mr. Smith stock  appreciation  rights  ("SARs")  upon two hundred and
fifty thousand  (250,000)  Common Shares,  a right that is valid until March 10,
2010,  unless  terminated  earlier  in  accordance  with  the  terms  of the SAR
Agreement.  The SARs were granted at a price of US$7.00 per Common Share and are
exercisable as to one hundred twenty-five thousand (125,000) Common Shares on or
after  October  1,  2000 and as to  another  one  hundred  twenty-five  thousand
(125,000)  common  shares on or after April 1, 2001. In the event of a change of
control of the Company,  this vesting schedule will be accelerated such that all
of the SARs may be  immediately  exercised.  Upon the  exercise of any SAR,  Mr.
Smith is entitled to receive,  for each SAR  exercised,  an amount  equal to the
fair market  value of the  Company's  Common  Shares at the time of the exercise
less  US$7.00.  This amount may be paid to Mr. Smith by the Company in cash,  in
Common  Shares of the Company  (issued at the fair  market  value of such common
shares at the time of exercise) or in a  combination  thereof,  as determined by
the Company in its sole discretion.  On November 7, 2000, Mr. Smith  voluntarily
terminated the SAR Agreement and was paid no  compensation  for  terminating the
SAR Agreement.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

                                 EXHIBIT INDEX
                                 -------------
Exhibit
  No.          Description
-------        -----------
 3.1(1)        Certificate of Incorporation for Jackpine Mining Co., Inc., dated
               December 23, 1991,  previously filed as Exhibit 1.1

 3.2(1)        Form 1 (Section 5) Company Act Memorandum of Jackpine Mining Co.,
               Inc., dated December 13, 1991,  previously filed as Exhibit 1.2

 3.3(1)        Articles  of  Jackpine  Mining  Co.,  Inc.,  previously  filed as
               Exhibit 1.3

 3.4(1)        Certificate  of name change for USV  Telemanagement  Inc.,  dated
               July 10, 1996,  previously filed as Exhibit 1.4

 3.5(1)        Province of British  Columbia  Form 21 (Section  371) Company Act
               Special  Resolution  filed  July 10,  1996,  previously  filed as
               Exhibit 1.5

10.1(1)        Share Exchange  Agreement among certain  shareholders of US Voice
               Telemanagement,   Inc.  and  Jackpine  Mining  Co.,  Inc.,  dated
               February 1, 1996,  as amended  February 27, 1996, as amended June
               29, 1996,  previously filed as Exhibit 3.1

10.2(1)        Form of BC Subscription  Agreement for Private  Placement,  dated
               1996, previously filed as Exhibit 3.2

10.3(1)        Escrow  Agreement  among the Bank of Nova Scotia Trust Company of
               New York  Jackpine  Mining Co.,  Inc.  and certain  shareholders,
               dated June 1, 1996, previously filed as Exhibit 3.3

10.4(1)        Form of Telecommunication Service Dealer Agreement by and between
               USV Telemanagement Inc. and certain dealers,  previously filed as
               Exhibit 3.4



                                       62
<PAGE>

Exhibit
  No.          Description
-------        -----------
10.5(1)        Office Lease  Agreement  by and between US Voice  Telemanagement,
               Inc. and  Shoreline  Office  Center  Limited  Partnership,  dated
               February 25, 1994, as amended July 18, 1997,  previously filed as
               Exhibit 3.5

10.6(1)(2)     Service  Agreement  by  and  between  Digital  Communications  of
               America, Inc. and US Voice  Telemanagement,  Inc., dated July 15,
               1994, as amended  December 16, 1998,  previously filed as Exhibit
               3.6

10.7(2)(3)     Telecommunication  Service Agreement by and between Wiltel,  Inc.
               and US  Voice  Telemanagement,  Inc.,  dated  July 15,  1994,  as
               amended December 31, 1998, previously filed as Exhibit 3.7

10.8(1)        Security Agreement by and between US Voice  Telemanagement,  Inc.
               and  Wiltel,  Inc.,  dated  July 20,  1994,  previously  filed as
               Exhibit 3.8

10.9(2)(3)     Integrated  Internet  Access  Service  Agreement  by and  between
               WorldCom  Network  Services,  Inc.  and US Voice  Telemanagement,
               Inc., dated March 17, 1999, previously filed as Exhibit 3.9

10.10(1)(2)    Telecommunication  Service  Agreement  by and  between  IXE  Long
               Distance, Inc. and US Voice Telemanagement,  Inc., dated July 15,
               1996, as amended  December 31, 1998,  previously filed as Exhibit
               3.10

10.11(2)(3)    Network Resell Services  Agreement by and between  Alliance Group
               Services, Inc. and US Voice Telemanagement, Inc., effective March
               31, 1999, previously filed as Exhibit 3.11

10.12(2)(3)    Commercial  Revolving Loan and Security  Agreement by and between
               Alliance  Group  Services,  Inc.  and  USV  Telemanagement  Inc.,
               effective March 31, 1999, previously filed as Exhibit 3.12

10.13(1)       Consulting  Services  Agreement by and between J. Erik Mustad and
               USV Telemanagement Inc., dated January 1, 1998,  previously filed
               as Exhibit 3.13

10.14(1)       Consulting  Services  Agreement by and between  Interven  Capital
               Corporation,  Mark  Smith  and  USV  Telemanagement  Inc.,  dated
               January 1, 1998, previously filed as Exhibit 3.14

10.15(1)       Subscription  Agreement by and between USV Telemanagement Inc.and
               P.E.  Development  A.S., dated July 3, 1997,  previously filed as
               Exhibit 3.15

10.16(1)       Nontransferable Share Purchase Warrant of USV Telemanagement Inc.
               issued to P.E.  Development A.S., dated July 16, 1997, as amended
               December 2, 1998, previously filed as Exhibit 3.16

10.17(1)       Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement Inc. and J. Erik Mustad,  dated February 17, 1999,
               previously filed as Exhibit 3.17

10.18(1)       Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc. and Lisa  Barsocchini,  previously  filed as
               Exhibit 3.18

10.19(4)       USV  Telemanagement,  Inc.  Stock Option Plan (1999),  previously
               filed as Exhibit 4.1

10.20(4)(5)    USV  Telemanagement,  Inc. Amended and Restated Stock Option Plan
               (2000), previously filed as Exhibit 4.7

10.21(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc.  and Mark  Smith,  dated  March 10,  2000 as
               amended April 19, 2000, previously filed as Exhibit 4.1

10.22(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement Inc. and Joseph Karwat, dated February 8, 2000, as
               amended April 19, 2000, previously filed as Exhibit 4.2



                                       63
<PAGE>

Exhibit
  No.          Description
-------        -----------
10.23(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc.  and West Oak  Capital  Group,  Inc.,  dated
               January 25, 2000 as amended April 19, 2000,  previously  filed as
               Exhibit 4.3

10.24(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc.  and Mark Smith,  dated  January 25, 2000 as
               amended April 19, 2000, previously filed as Exhibit 4.4

10.25(4)(5)    Stock   Appreciation   Right   Agreement   by  and   between  USV
               Telemanagement  Inc.  and  Mark  Smith,  dated  March  10,  2000,
               previously filed as Exhibit 4.5

10.26(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement Inc. and J. Erik Mustad, dated January 25, 2000 as
               amended April 19, 2000, previously filed as Exhibit 4.6

10.27(4)(5)    Incentive  Stock Option  Agreement  with Trevor Gibbs dated April
               19, 2000, previously filed as Exhibit 4.8

10.28(4)(5)    Incentive Stock Option  Agreement with Thomas Wharton dated April
               19, 2000, previously filed as Exhibit 4.9

10.29(6)       Letter of Intent with Exstream  Data,  Inc.,  dated  February 21,
               2000 addressed to Joseph Karwat, previously filed as Exhibit 3.31

10.30(6)       Letter of Intent Amendment by and between USV Telemanagement Inc.
               and Joseph Karwat dated May 1, 2000,  previously filed as Exhibit
               3.32

10.31(6)       Letter of Employment  Agreement by and between USV Telemanagement
               Inc. and Joseph Karwat dated February 21, 2000,  previously filed
               as Exhibit 3.33

10.32(6)       Convertible  Debenture of Exstream Data, Inc., in favor of holder
               USV Telemanagement  Inc., dated March 27, 2000,  previously filed
               as Exhibit 3.34

10.33(6)       Investment   Banking  Services   Agreement  by  and  between  USV
               Telemanagement  Inc. and NC Capital Markets,  Inc., dated October
               13, 1999, previously filed as Exhibit 3.35

10.34(6)       Finder's Fee Agreement by and between USV Telemanagement Inc. and
               Rosenblum Partners LLC dated February 25, 2000,  previously filed
               as Exhibit 3.36

10.35(6)       Subscription Agreement by and between USV Telemanagement Inc. and
               Trafalgar Resources LLC dated February 25, 2000, previously filed
               as Exhibit 3.37

10.36(6)       Consulting  Services  Agreement by and between USV Telemanagement
               Inc. and Interven  Capital  Corporation and Mark Smith dated June
               1, 2000, previously filed as Exhibit 3.38

10.37(6)       Consulting  Services  Agreement by and between USV Telemanagement
               Inc. and J. Erik Mustad dated June 1, 2000,  previously  filed as
               Exhibit 3.39

10.38(7)       Incentive Stock Option  Agreement with Mark Smith dated September
               29, 2000, previously filed as Exhibit 4.10

10.39(7)       Incentive  Stock  Option  Agreement  with J. Erik  Mustad  dated
               September 29, 2000, previously filed as Exhibit 4.11

10.40(7)       E*Comnetrix  Inc.  Amended and Restated Stock Option Plan (2000),
               previously filed as Exhibit 4.12

10.41          Form of Amendment to Incentive Stock Option Agreement,dated June
               26, 2000

10.42          Form of  Amendment to Incentive  Stock  Option  Amendment,  dated
               March 16, 2001

10.43          Termination of Stock Appreciation Rights Agreement by and between
               E*Comnetrix Inc. and Mark Smith, dated November 7, 2000



                                       64
<PAGE>

Exhibit
  No.          Description
-------        -----------
10.44          Employment  Agreement by and between  E*Comnetrix Inc. and Joseph
               Karwat, dated August 7, 2000

10.45          Form of Bonus Compensation Agreement, dated August 21, 2000

10.46          Share Exchange  Agreement by and between certain  shareholders of
               Exstream Data Inc. and E*Comnetrix Inc., dated August 7, 2000

10.47          Share Exchange Agreement by and between certain  shareholders of
               Moving Bytes, Inc. and E*Comnetrix Inc., dated August 7, 2000

10.48          Escrow Agreement by and between certain  shareholders of Exstream
               Data Inc. and E*Comnetrix Inc., dated August 7, 2000

10.49          Settlement  Agreement  and  Mutual  Release  by and  between  and
               William Perell, Cheryl Harrison doing business as Harrison Design
               Group,  Exstream Data, Inc., Joseph Karwat, Eric Karlson,  Robert
               Dumper and E*Comnetrix, Inc. dated January 19, 2001

10.50          Share  Exchange  Agreement  by  and  between   E*Comnetrix  Inc.,
               Exstream Data Inc.,  Harrison Design Group and William S. Perell,
               dated January 19, 2001

23.1           Consent of KPMG LLP for Form S-8
----------------------------
(1)  Previously filed on Form 20-F dated April 20, 1999.
(2)  Confidential  treatment has been requested with respect to portions of this
     exhibit  pursuant to an application for  confidential  treatment filed with
     the  Commission  under Rule  24(b)-2(b) of the  Securities  Exchange Act of
     1934, as amended.
(3)  Previously filed on Form 20-F/A dated June 4, 1999.
(4)  Previously filed on Form S-8 dated September 8, 1999.
(5)  Previously filed on Form S-8 dated May 31, 2000.
(6)  Previously filed on Form 20-F dated June 12, 2000.
(7)  Previously filed on Form S-8 dated November 16, 2000.




                                       65
<PAGE>




                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Auditors ....................................F-2

Consolidated Balance Sheets .......................................F-3

Consolidated Statements of Operations and Deficit  ................F-4

Consolidated Statements of Cash Flows .............................F-5

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









                                      F-1
<PAGE>

NDEPENDENT AUDITORS' REPORT

The Board of Directors
E*Comnetrix Inc.


We have audited the accompanying consolidated balance sheets of E*Comnetrix Inc.
(formerly  USV  Telemanagement  Inc.) as of December 31, 2000 and 1999,  and the
related  consolidated  statements of  operations  and deficit and cash flows for
each of the years in the  three-year  period  ended  December  31,  2000.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

With  respect  to the  consolidated  financial  statements  for the  year  ended
December 31, 2000, we conducted our audit in accordance with Canadian  generally
accepted  auditing  standards  and United  States  generally  accepted  auditing
standards. With respect to the consolidated financial statements for each of the
years in the two-year period ended December 31, 1999, we conducted our audits in
accordance with Canadian generally accepted auditing standards.  Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall financial statement presentation.

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



/s/ KPMG LLP
Chartered Accountants

Vancouver, Canada
March 2, 2001, except for notes 6(a), 6(i) and 11
which are as of March 13, 2001





                                      F-2
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Consolidated Balance Sheets
(Expressed in United States dollars)

December 31, 2000 and 1999
--------------------------------------------------------------------------------


<TABLE>
<S>                                                                         <C>                   <C>
                                                                            2000                 1999
--------------------------------------------------------------------------------------------------------
Assets

Current assets:
     Cash and cash equivalents                                        $  825,859         $   568,419
     Accounts receivables, less allowance for doubtful
       accounts of $58,901 in 2000 and $33,168 in 1999                   924,197             913,937
     Prepaid expenses                                                     79,465              61,399
--------------------------------------------------------------------------------------------------------
     Total current assets                                              1,829,521           1,543,755

Equipment (note 3)                                                       235,778              51,262

Other assets (note 4)                                                      7,765               6,162

Goodwill (net of $63,464 accumulated amortization) (note 5)            1,971,515                   -
--------------------------------------------------------------------------------------------------------
Total assets                                                          $4,044,579         $ 1,601,179
--------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                                 $  440,501         $   407,843
     Payroll accrued liabilities                                               -               7,399
     Commissions payable                                                  21,209              64,066
     Telecom taxes payable                                                38,973              65,303
--------------------------------------------------------------------------------------------------------
     Total current liabilities                                           500,683             544,611

Non-controlling interest (note 5)                                         20,276                   -

Stockholders' equity:
     Capital stock (note 6)                                            6,125,514           3,536,277
     Additional paid-in capital (note 6)                                 143,381                   -
     Accumulated deficit                                              (2,745,275)         (2,479,709)
--------------------------------------------------------------------------------------------------------
     Total stockholders' equity                                        3,523,620           1,056,568
--------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                            $4,044,579         $ 1,601,179
--------------------------------------------------------------------------------------------------------
</TABLE>


Related party transactions (note 7)
Contingency (note 11)


See accompanying notes to consolidated financial statements.



                                      F-3
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Consolidated Statements of Operations and Deficit
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<S>                                                    <C>                <C>                  <C>
                                                      2000                1999                 1998
-------------------------------------------------------------------------------------------------------
Revenue                                          $  5,293,937         $ 5,277,171          $ 5,206,984

Cost of goods sold:
     Transmissions and services                     2,717,176           3,054,597            3,159,895
     Commissions                                      274,283             375,611              515,379
     Other                                            172,141             167,809              408,092
-------------------------------------------------------------------------------------------------------
                                                    3,163,600           3,598,017            4,083,366
-------------------------------------------------------------------------------------------------------
                                                    2,130,337           1,679,154            1,123,618
Expenses:
     Salaries and benefits                          1,065,081             719,942              678,563
     Contracting and consulting services              536,855             389,761              243,219
     Legal and accounting                             189,881              91,617               44,503
     Rent                                             150,907              69,048               64,362
     Depreciation and amortization                    121,389              24,944               27,842
     Advertising and promotion                         82,098               3,555                    -
     Office supplies and sundry                        75,876              29,563               56,188
     Travel and entertainment                          70,937              47,498               44,444
     Insurance                                         38,985              21,699                5,143
     Telephone                                         37,031              27,158               37,824
     Miscellaneous                                     36,831              13,738               11,350
     Bad debts                                         34,589             222,122               47,159
     Dues and subscriptions                            23,351               5,197                7,167
     Professional development seminars                 11,464               1,495                4,885
     Bank charges                                       8,443               5,263                6,581
     State franchise tax                                4,473                 800                  800
     Postage and freight                                4,339               5,066                3,840
-------------------------------------------------------------------------------------------------------
                                                    2,492,530           1,678,466            1,283,870
-------------------------------------------------------------------------------------------------------
Income (loss) before undernoted                      (362,193)                688             (160,252)

Other income (expense):
     Interest income                                   46,921              21,001               34,266
     Interest expense                                     (11)             (4,980)                   -
     Other                                             25,039                 (63)              (4,493)
-------------------------------------------------------------------------------------------------------
                                                       71,949              15,958               29,773
-------------------------------------------------------------------------------------------------------
Income (loss) before income taxes and
   non-controlling interests                         (290,244)             16,646             (130,479)

Income taxes                                            1,919                   -                    -
-------------------------------------------------------------------------------------------------------
Income (loss) before non-controlling interest        (292,163)             16,646             (130,479)

Non-controlling interest                               26,597                   -                    -
-------------------------------------------------------------------------------------------------------
Net income (loss) for the year                       (265,566)             16,646             (130,479)

Accumulated deficit, beginning of year             (2,479,709)         (2,496,355)          (2,365,876)
-------------------------------------------------------------------------------------------------------
Accumulated deficit, end of year                 $ (2,745,275)        $(2,479,709)         $(2,496,355)
-------------------------------------------------------------------------------------------------------
Net income (loss) per share - basic and diluted  $      (0.03)        $      0.01          $     (0.02)
-------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding      10,424,302           8,986,050            8,472,585
-------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.




                                      F-4
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Consolidated Statements of Cash Flows
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


<TABLE>
<S>                                                              <C>                 <C>                  <C>
                                                                 2000                1999                 1998
----------------------------------------------------------------------------------------------------------------
Cash flows provided by (used in) operating activities:
     Net income (loss) for the year                        $ (265,566)          $  16,646           $ (130,479)
     Items not involving cash:
         Depreciation and amortization                        121,389              24,944               27,842
         Non-controlling interest                             (26,597)                  -                    -
         Loss on disposal of equipment                              -                   -                4,474
         Write-down of investment                                   -                   -                    1
     Change in non-cash operating working capital:
         Accounts receivable                                  267,082             (51,287)            (169,578)
         Prepaid expenses                                      (6,740)            (43,211)               3,910
         Accounts payable                                     (83,849)            (46,582)              37,503
         Payroll accrued liabilities                           (7,399)                526                6,438
         Commissions payable                                  (42,857)             (7,427)               5,493
         Telecom taxes payable                                (26,330)           (123,837)              76,063
----------------------------------------------------------------------------------------------------------------
     Cash flows used in operating activities                  (70,867)           (230,228)            (138,333)

Cash flows provided by (used in) investing activities:
     Cash of subsidiary at acquisition date                    67,325                   -                    -
     Purchase of equipment                                    (10,613)             (9,056)             (25,904)
     Other assets                                               6,968               1,846                2,995
----------------------------------------------------------------------------------------------------------------
     Cash flows provided by (used in) investing
       activities                                              63,680              (7,210)             (22,909)

Cash flows provided by (used in) financing activities:
     Issuance of common shares for cash                       264,627             111,583              153,535
----------------------------------------------------------------------------------------------------------------
     Cash flows provided by financing activities              264,627             111,583              153,535
----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and
   cash equivalents                                           257,440            (125,855)              (7,707)

Cash and cash equivalents, beginning of year                  568,419             694,274              701,981
----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                     $  825,859           $ 568,419           $  694,274
----------------------------------------------------------------------------------------------------------------
Supplementary information:
     Interest paid                                         $       11           $   4,980           $        -
     Income taxes paid                                          1,919                   -                    -
     Non-cash transactions:
         Value assigned to common shares issued
           on acquisition of EDI (note 5)                   2,324,610                   -                    -
         Value assigned to stock purchase options
           issued on acquisition of EDI (note 5)              143,381                   -                    -
----------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.



                                      F-5
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


1.   Operations:

     E*Comnetrix Inc. (the "Company" or "E*Comnetrix") is incorporated under the
     Canada Business  Corporations Act and is listed on the National Association
     of  Securities  Dealers  over-the-counter  Bulletin  Board under the symbol
     "ENCXF".   The  Company  through  its  operating   subsidiaries,   provides
     integrated telecommunications,  Internet service, broadband communications,
     electronic  document  delivery and web based  solutions  to its  commercial
     customers.

     On June 19,  2000,  the Company  was  continued  under the Canada  Business
     Corporations Act and changed its name to E*Comnetrix Inc. Prior to June 19,
     2000,  the  Company  was  incorporated   under  the  Company  Act  (British
     Columbia), Canada as USV Telemanagement Inc.


2.   Significant accounting policies:

     (a)  Basis of presentation:

          The  consolidated   financial   statements  include  the  accounts  of
          E*Comnetrix and the following subsidiaries from their respective dates
          of acquisition.

<TABLE>
          Wholly owned operating subsidiaries                        90.28% owned subsidiaries
          ----------------------------------------------------------------------------------------
          <S>                                                        <C>
          Layer 427, Inc. ("L427")                                   Exstream Data, Inc. ("EDI")
          Moving Bytes Broadband Corporation ("MBB")                 MovingBytes.com, Inc. ("MBI")
          USV Telemanagement Inc. ("USVT")
          ----------------------------------------------------------------------------------------
</TABLE>

          All  material   intercompany   balances  and  transactions  have  been
          eliminated.

          The  Company  acquired  EDI  and MBI on  September  15,  2000  and has
          included  the results of  operations  and cash flows from this date to
          December 31, 2000 (note 5).

          On September 19, 2000, the Company formed L427 and MBB. For the period
          ending December 31, 2000, L427 and MBB had no substantive operations.

     (b)  Cash and cash equivalents:

          Cash and cash equivalents are represented by highly liquid investments
          having terms to maturity of 90 days or less when acquired.



                                      F-6
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


2.   Significant accounting policies (continued):

     (c)  Equipment:

          Equipment   is  stated  at  cost.   Depreciation   is  provided  on  a
          straight-line basis over the following useful lives:

          -------------------------------------------------------------
          Asset                                                  Years
          -------------------------------------------------------------
          Furniture and fixtures                                     7
          Computer and office equipment                              5
          Test and other equipment                                   7
          -------------------------------------------------------------


     (d)  Goodwill:

          The excess of the purchase price paid for the  acquisition of EDI over
          the  fair  value of the net  indentifiable  assets  acquired  has been
          capitalized  as goodwill.  It is being  amortized over ten years using
          the straight-line method.

     (e)  Impairment of long-lived  assets and long-lived  assets to be disposed
          of:

          The Company accounts for long-lived assets,  which includes Fequipment
          and  goodwill,  in  accordance  with the  provisions  of SFAS No. 121,
          "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
          Assets to Be Disposed Of".  This  Statement  requires that  long-lived
          assets and certain identifiable intangibles be reviewed for impairment
          whenever events or changes in circumstances indicate that the carrying
          amount of an asset may not be recoverable. Recoverability of assets to
          be held and used is measured by a comparison of the carrying amount of
          an asset to future  net cash flows  expected  to be  generated  by the
          asset. If such assets are considered to be impaired, the impairment to
          be recognized  is measured as the amount by which the carrying  amount
          of the  assets  exceed  the fair  value of the  assets.  Assets  to be
          disposed of are reported at the lower of the  carrying  amount or fair
          value less costs to sell.

     (f)  Revenue recognition:

          Revenue, for long distance reselling, is recognized and billed monthly
          to customers  based upon customer usage as determined by the Company's
          telecommunication's carriers electronic switching and billing systems.

          Revenue,  for electronic  document delivery,  is recognized and billed
          monthly to customers  based upon  customer  usage as determined by the
          Company's internal billing systems.



                                      F-7
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


2.   Significant accounting policies (continued):

     (g)  Income taxes:

          The Company follows the asset and liability  method for accounting for
          income taxes. Under this method,  deferred income taxes are recognized
          for the future income tax  consequences  attributable  to  differences
          between the financial  statement  carrying values and their respective
          income  tax basis  (temporary  differences).  Deferred  tax assets and
          liabilities  are measured 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 income tax
          assets and  liabilities of a change in tax rates is included in income
          in the period that includes the enactment  date.  Deferred  income tax
          assets are evaluated and if realization is not considered "more likely
          than not", a valuation allowance is provided.

     (h)  Net income (loss) per share:

          Net income  (loss) per share has been  calculated  using the  weighted
          average  number of shares  outstanding  during the year.  Diluted  net
          income  (loss) per share does not differ from basic net income  (loss)
          per share as the  effect of  outstanding  dilutive  securities,  being
          stock  options,   is  anti-dilutive  for  all  years  presented.   The
          performance  escrow shares (note 6(c)) and the Perell  lawsuit  escrow
          shares  (note 6 (d))  have been  excluded  from the  weighted  average
          number of shares outstanding.  Such shares will be included in the per
          share  calculations  from the date that all necessary  conditions  for
          their release from escrow have been satisfied.

     (i)  Foreign currency translation:

          The  functional  currency  of the  Company  and  its  subsidiaries  is
          considered  to be the U.S.  dollar  as  substantially  all  operating,
          financing  and  investing  transactions  are  made in  that  currency.
          Accordingly,  monetary assets and liabilities and  non-monetary  items
          carried at market values which are  denominated  in Canadian  dollars,
          have been translated into U.S.  dollars using exchange rates in effect
          at  the  balance  sheet  date.   Statement  of  operations  items  are
          translated  at weighted  average  exchange  rates.  Exchange  gains or
          losses are included in the  determination of net income (loss) for the
          year.

     (j)  Use of 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 the assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from  those  estimates.   Significant   areas  requiring  the  use  of
          management  estimates relate to the determination of collectibility of
          accounts  receivable,  recoverability  of  equipment  and goodwill and
          rates for depreciation and amortization.



                                      F-8
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


2.   Significant accounting policies (continued):

     (k)  Stock-based compensation plans:

          The Company  applies the  intrinsic  value-based  method of accounting
          prescribed by  Accounting  Principles  Board  ("APB")  Opinion No. 25,
          "Accounting   for   Stock   Issued   to   Employees",    and   related
          interpretations to account for its employee stock options plans. Under
          this  method,  compensation  expense is  recorded on the date of grant
          only if the current market price of the  underlying  stock exceeds the
          exercise price. Repriced options granted to employees (note 6(e)) will
          be accounted for by the variable  method,  whereby the intrinsic value
          will be  remeasured  at each  reporting  date  with  any  increase  in
          intrinsic  value  charged  against  income,  until  such  time  as the
          repriced  options are  exercised,  expire or are otherwise  forfeited.
          SFAS No. 123, "Accounting for Stock-Based  Compensation",  established
          accounting and disclosure requirements using a fair value-based method
          of accounting for stock-based employee  compensation plans. As allowed
          by SFAS No.  123,  the  Company  has  elected to continue to apply the
          intrinsic  value-based  method of accounting  described above, and has
          adopted the disclosure requirements of SFAS No. 123 for employee stock
          option  grants (note 6(g)).  Option  grants to  non-employees  will be
          recognized  at their fair value as the  services  are provided and the
          options earned.

     (l)  Performance escrow shares:

          The   performance   escrow  shares  are  treated  as  a   compensatory
          arrangement.  Compensation expense will be recognized in the statement
          of  operations  equal to the fair  value of the shares  released  to a
          shareholder that provides services as an officer, director,  employee,
          consultant or contractor.  No  compensation  expense has been recorded
          for the years presented  relating to performance escrow shares as none
          of  the   performance   conditions   were  satisfied  prior  to  their
          cancellation (see note 6(c)).

     (m)  Recently adopted accounting standards:

          In  June  1998,  the  Financial   Accounting  Standards  Board  issued
          Statement of Financial  Accounting  Standards No. 133  "Accounting for
          Derivative  Instruments and Hedging Activities",  which was amended by
          SFAS No. 138 and is effective  for fiscal years  beginning  after June
          15, 2000. The statement establishes accounting and reporting standards
          requiring that every derivative  instrument be recorded in the balance
          sheet as either an asset or a  liability  measured  at its fair value.
          SFAS No. 133 also requires that changes in the derivative's fair value
          be recognized  currently in earnings unless specific hedge  accounting
          criteria are met. Adoption of this standard,  which is required by the
          Company in the quarter  commencing January 1, 2001, is not expected to
          materially  impact  E*Comnetrix  as, at December 31, 2000, the Company
          does not have any derivative instruments outstanding.



                                      F-9
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


3.   Equipment:

<TABLE>
                                                              Accumulated             Net book
     2000                                       Cost          depreciation             value
     --------------------------------------------------------------------------------------------
    <S>                                      <C>              <C>                     <C>
     Furniture and fixtures                  $  28,837        $  14,563               $  14,274
     Computer and office equipment             369,154          147,675                 221,479
     Test and other equipment                      690              665                      25
     --------------------------------------------------------------------------------------------
                                             $ 398,681        $ 162,903               $ 235,778
     --------------------------------------------------------------------------------------------

                                                             Accumulated               Net book
     1999                                         Cost       depreciation                value
     --------------------------------------------------------------------------------------------
     Furniture and fixtures                  $  14,941        $  11,721               $   3,220
     Computer and office equipment             144,775           96,857                  47,918
     Test and other equipment                      690              566                     124
     --------------------------------------------------------------------------------------------
                                             $ 160,406        $ 109,144               $  51,262
     --------------------------------------------------------------------------------------------
</TABLE>


4.   Other assets:

                                             2000                    1999
     -----------------------------------------------------------------------
     Deposits                           $   6,980               $   4,703
     Other                                    785                   1,459
     -----------------------------------------------------------------------
                                        $   7,765               $   6,162
     -----------------------------------------------------------------------


5.   Acquisition of Exstream Data Inc.:

     On September 15, 2000, the Company  acquired  90.28% of the common stock of
     Exstream Data, Inc. ("EDI"), a California corporation, for 2,703,036 common
     shares of the Company with a fair value of  $2,334,610  and assumed  38,000
     EDI employee  share  purchase  options  which were  converted  into 199,515
     vested stock options of the Company.  The fair value of the options  issued
     was $143,381 calculated by an option pricing model. The 9.72% of the common
     stock of EDI,  which  was not  acquired,  was  retained  by two  dissenting
     shareholders affiliated with the Perell Lawsuit (discussed below).




                                      F-10
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


5.   Acquisition of Exstream Data Inc. (continued):

     This  acquisition  has been accounted for using the purchase method with an
     effective date of September 15, 2000 and is summarized as follows:

     ---------------------------------------------------------------------------
     Net assets acquired:
         Current assets, including cash of $67,325                 $    364,905
         Equipment                                                      231,828
         Goodwill                                                     2,032,628
     ---------------------------------------------------------------------------
                                                                      2,629,361
     Liabilities assumed:
         Current liabilities                                            114,496
         Non-controlling interest                                        46,874
     ---------------------------------------------------------------------------
                                                                        161,370
     ---------------------------------------------------------------------------
                                                                   $  2,467,991
     ---------------------------------------------------------------------------
     Consideration:
         Common shares                                             $  2,324,610
         Stock options recorded as additional paid-in capital           143,381
     ---------------------------------------------------------------------------
                                                                   $  2,467,991
     ---------------------------------------------------------------------------


     At the date of  acquisition,  EDI was  subject  to a lawsuit  brought  by a
     shareholder  relating to a disagreement  over stock purchase  warrants.  In
     order to mitigate against the outcome of this lawsuit, the Company required
     that  1,400,000  of the  2,703,036  common  shares  issued  to  the  former
     shareholders of EDI be held in escrow pending the outcome of the lawsuit.

     Subsequent  to year end,  the  lawsuit  has been  settled  and the  Company
     acquired the remaining  9.72% of EDI from the dissenting  shareholders  for
     291,128  common  shares of the Company with a market value of $172,843.  In
     addition,  of the 1,400,000  common shares held in escrow,  1,366,000  were
     released to the former  shareholders  of EDI and the remaining  34,000 were
     returned  to the  Company as  consideration  for legal  costs  incurred  in
     settling the lawsuit.



                                      F-11
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


5.   Acquistion of Exstream Data Inc. (continued):

     A summarized  unaudited  pro forma  statement of  operations of the Company
     assuming the 90.28%  acquisition  of EDI had  occurred at the  beginning of
     each of the  periods  presented,  financed  by a common  share  issuance of
     $2,324,610 and stock options with a fair value of $143,381, is as follows:


<TABLE>
                                                                        2000                    1999
     -------------------------------------------------------------------------------------------------
    <S>                                                            <C>                    <C>
     Sales                                                         $ 6,607,583            $ 7,400,781
     Cost of sales                                                   3,505,045              4,227,391
     -------------------------------------------------------------------------------------------------
                                                                     3,102,538              3,173,390

     Operating expenses                                              3,746,124              4,647,624
     -------------------------------------------------------------------------------------------------
     Loss before undernoted                                            643,586              1,474,234

     Other income (expense):
         Loss on sale of securities held for resale                          -               (580,000)
         Sale of trade name                                                  -              2,500,000
         Interest income                                                47,119                 43,385
         Interest expense                                               (8,957)               (29,863)
         Other                                                          28,873                (47,173)
     -------------------------------------------------------------------------------------------------
                                                                        67,035              1,886,349
     -------------------------------------------------------------------------------------------------
     Income (loss) before income taxes and non-controlling
       interest                                                       (576,551)               412,115

     Provision for income tax expense                                   22,637                242,197
     -------------------------------------------------------------------------------------------------
     Income (loss) before non-controlling interest                    (599,188)               169,918

     Non-controlling interest                                           58,241                (34,678)
     -------------------------------------------------------------------------------------------------
     Income (loss) for the year                                    $  (540,947)           $   135,240
     -------------------------------------------------------------------------------------------------
     Net income (loss) per share - basic and diluted               $     (0.05)           $      0.01

     Weighted average number of shares outstanding                  11,384,621             10,527,313
     -------------------------------------------------------------------------------------------------
</TABLE>



                                      F-12
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


6.   Capital stock:

     (a)  Authorized:

           Unlimited number of common stock, no par value

           10,000,000 class A preferred stock, no par value

     (b)  Issued and fully paid common shares:


<TABLE>
<S>                                                                 <C>                  <C>           <C>
                                                                  Number of            Common       Additional
                                                                   common               share        paid-in
                                                                   shares              amount        capital
     ---------------------------------------------------------------------------------------------------------
     Balance, December 31, 1997                                 9,041,277         $ 3,271,159      $        -

     Issued for cash on exercise of stock purchase
       options (note 6(e))                                        355,000             153,535               -
     ---------------------------------------------------------------------------------------------------------
     Balance, December 31, 1998                                 9,396,277           3,424,694               -

     Issued for cash on exercise of stock purchase
       options (note 6(e))                                        578,000             111,583               -
     ---------------------------------------------------------------------------------------------------------
     Balance, December 31, 1999                                 9,974,277           3,536,277               -

     Issued for cash on exercise of stock purchase
       options (note 6(e))                                        925,000             264,627               -
     Issued to acquire 90.28% interest in EDI
       (note 5)                                                 2,703,036           2,324,610               -
     Value assigned to options issued in
       conjunction with acquisition of 90.28%
       interest in EDI (note 5)                                         -                   -         143,381
     ---------------------------------------------------------------------------------------------------------
     Balance, December 31, 2000                                13,602,313         $ 6,125,514      $  143,381
     ---------------------------------------------------------------------------------------------------------
</TABLE>

     (c)  Performance escrow shares:

          The issued shares  include  750,000  (1999 - 750,000;  1998 - 750,000)
          performance  escrow  shares,  which may not be traded,  transferred or
          released  without the consent of  securities  regulatory  authorities.
          These  performance  escrow  shares  from 1996 are held under an escrow
          agreement,  which  allows  for an  earn-out  at the rate of $0.0116 of
          pre-tax  cash flow per share.  On November 7, 2000,  the  officers and
          directors voluntarily terminated the escrow agreement with the Company
          and returned the stock to treasury on January 5, 2001.



                                      F-13
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


6.   Capital stock (continued):

     (d)  Perell Lawsuit Escrow shares:

          As a  contingency  to closing  the EDI  acquisition,  the  Company and
          certain   shareholders  of  EDI  entered  into  an  escrow   agreement
          established  to  mitigate  both the costs and  outcome  of the  Perell
          Lawsuit (the "Perell  Lawsuit Escrow  Agreement").  Under the terms of
          the Perell Lawsuit Escrow  Agreement,  1,400,000  common shares of the
          Company issued as part of the  acquisition of EDI were put into escrow
          (see note 5).

          On March 13, 2001,  the 1,400,000  Perell Escrow Shares held in escrow
          were released (note 5).

     (e)  Stock options:

          The Company has a stock option plan, which allows the Company,  at the
          discretion of the Board of  Directors,  to issue options to employees,
          directors and  consultants  to purchase  common shares of the Company.
          Stock purchase options are granted having exercise prices based on the
          market price at the date of grant. The stock options expire at various
          dates ranging from January 1, 2001 to June 29, 2005 and vest according
          to the terms of the  Company's  stock option plan as may be amended by
          the individual stock option agreements.

          The following  summarizes  changes in stock options for the last three
          reporting periods:

<TABLE>

                                   2000                      1999                      1998
                           -----------------------    ------------------------  -----------------------
                                          Weighted                    Weighted                 Weighted
                                           average                     average                  average
                           Shares   exercise price    Shares    exercise price  Shares   exercise price
    -----------------------------------------------------------------------------------------------------
    <S>                 <C>            <C>            <C>         <C>           <C>         <C>
    Outstanding,
      beginning
      of year           1,075,000      $  0.32        270,000     $  0.45       765,000     $  0.46
    Granted             4,674,515         1.02      1,513,000        0.30       125,000        0.51
    Exercised            (925,000)        0.29       (578,000)       0.19      (355,000)       0.43
    Forfeited             (98,625)        1.34       (130,000)       0.50      (265,000)       0.57
    -----------------------------------------------------------------------------------------------------
    Outstanding,
      end of year       4,725,890      $  1.00      1,075,000     $  0.32       270,000     $  0.45
    -----------------------------------------------------------------------------------------------------
</TABLE>



                                      F-14
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


6.   Capital stock (continued):

     (e)  Stock options (continued):

          The following summarizes the repricing of options during the year. The
          above weighted  average  exercise prices reflect the revised  exercise
          prices:

                  Number                      Initial                   New
                of shares              exercise price        exercise price
               --------------------------------------------------------------
                1,010,000                  $  4.4375                 $  1.00
                   40,000                     4.4375                    3.00
                  200,000                     6.0625                    1.00
                  750,000                     7.0000                    1.00
                   25,000                     5.0000                    3.00
                   50,000                     5.0000                    1.00


     (f)  Options:

          The Company has the following stock purchase  options  outstanding and
          vested at December 31, 2000:

                                     Number       Price                Expiry
         -----------------------------------------------------------------------

         Employees                  14,700      $ 0.48           January 1, 2001
         Employees                  84,000        0.48            August 1, 2001
         Employees                 100,000        0.67        September 27, 2001
         Officers/directors        200,000        1.00          February 8, 2002
         Directors                  30,000        1.00             June 20, 2002
         Employees                  20,000        1.00             June 26, 2002
         Employees                   5,250        1.00             June 29, 2002
         Officers/directors        200,000        1.00        September 15, 2002
         Directors                  40,000        3.00         February 25, 2003
         Officers/directors        510,000        1.00         February 25, 2003
         Employees                  50,000        1.00             April 1, 2003
         Directors                  10,000        1.00            April 19, 2003
         Employees                 194,940        1.00             June 26, 2003
         Employees                 100,000        1.00        September 18, 2003
         Officers/directors      1,000,000        1.00        September 29, 2004
         Officers/directors        500,000        1.00         February 25, 2005
         Officers/directors        750,000        1.00             March 9, 2005
         Officers/directors        875,000        1.00             June 26, 2005
         Employees                  42,000        1.00             June 29, 2005



                                      F-15
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


6.   Share capital (continued):

     (g)  Stock-based compensation:

          As discussed in note 2(k),  the Company  applies the  intrinsic  value
          principles  of APB  Opinion  No. 25 in  accounting  for the  Plan.  As
          options are granted having  exercise  prices based on the market price
          at the date of the grant, no compensation cost has been recognized for
          stock options granted in these financial  statements.  Had the Company
          determined compensation cost based on the fair value at the grant date
          for its stock  options  under SFAS No. 123, the  Company's  net income
          would have been reduced to the pro forma amounts  indicated  below. If
          the fair value  method had been used  compensation  for stock  options
          granted to directors,  officers and  employees of  $9,136,165  (1999 -
          $448,440;  1998 - $21,000)  would  have been  recorded,  reducing  net
          income or increasing  the reported  loss by such amount.  Accordingly,
          the pro forma loss and loss per share for the years presented would be
          $9,401,731 (1999 - $431,794; 1998 - $151,479) and $0.90 (1999 - $0.05;
          1998 - $0.02), respectively.

          The fair value of options  granted during the year was estimated using
          the  Black-Scholes  option-pricing  model with the following  weighted
          average  assumptions:  risk-free interest rate of 6.26% (1999 - 6.24%;
          1998 - 4.57%); no annual  dividends;  expected lives equal to one-half
          the option lives; and volatility of 360% (1999 - 172%;1998 - 88%).

     (h)  Stock appreciation rights:

          On March 10, 2000,  the Company  entered  into an agreement  for stock
          appreciation  rights with a director of the Company  valid until March
          10, 2010. On November 7, 2000, the director voluntarily terminated the
          stock appreciation rights agreement.

     (i)  Subsequent issuances:

          On March 9,  2001,  the  Company  issued  400,000  common  shares in a
          private  placement at $0.50 per share for total  proceeds of $200,000.
          In conjunction with the private placement,  the Company issued 200,000
          non-transferable  share  purchase  warrants  exercisable  at $1.00 and
          expiring two years from issuance.

7.   Related party transactions:

     During the year the Company paid management and consulting fees of $235,000
     (1999 - $243,000; 1998 - $120,000) to a company controlled by a director of
     the Company and nil (1999 - $8,367;  1998 - $29,600)  to  directors  of the
     Company.




                                      F-16
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


8.   Financial instruments:

     The fair values of cash and cash equivalents, accounts receivable, accounts
     payable  and accrued  liabilities,  commissions  payable and telecom  taxes
     payable approximate their carrying values due to their short term nature.

     The  Company's  credit  risk is limited  to the  amounts  disclosed  on the
     balance sheet. The Company has no significant concentrations of credit risk
     as no amounts owing from a single  customer or class of customer  aggregate
     greater than 10% of the Company's outstanding accounts receivable.


9.   Income taxes:

     Income  tax  expense  (recovery)   attributable  to  earnings  (loss)  from
     operations  differs  from the amounts  computed by  applying  the  Canadian
     Federal tax rate of  approximately  29% to earnings  (loss)  before  income
     taxes as a result of the following:


<TABLE>
<S>                                                        <C>                <C>                  <C>
                                                           1999               1998                1997
     ----------------------------------------------------------------------------------------------------
     At statutory rates                               $ (84,727)          $   4,827            $(37,839)
     Losses and other timing differences
       not tax affected                                  84,727              (4,827)             37,839
     State income tax paid                                1,919                   -                   -
     ----------------------------------------------------------------------------------------------------
                                                      $   1,919           $       -            $      -
     ----------------------------------------------------------------------------------------------------
</TABLE>


     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the future tax assets and liabilities are as follows:

<TABLE>
                                                           2000                1999                1998
     -----------------------------------------------------------------------------------------------------
     <S>                                              <C>                 <C>                  <C>
     Deferred tax assets:
         Losses carryforward                          $ 770,000           $ 895,000            $940,000

     Deferred tax liabilities:
         Accounting depreciation in excess of cost       21,000              21,000              21,000
     -----------------------------------------------------------------------------------------------------
     Total gross deferred tax assets and liabilities    749,000             874,000             919,000
     Valuation allowance                               (749,000)           (874,000)           (919,000)
     -----------------------------------------------------------------------------------------------------
     Net deferred tax asset                           $       -           $       -            $      -
     -----------------------------------------------------------------------------------------------------
</TABLE>



                                      F-17
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


9.   Income taxes (continued):

     In assessing the realizability of future tax assets,  management  considers
     whether it is more likely  than not that some  portion or all of the future
     tax assets will be  realized.  The ultimate  realization  of the future tax
     assets is dependent upon the generation of future taxable income during the
     periods in which those temporary differences become deductible. A valuation
     allowance equal to the net deferred tax asset balance has been recorded, as
     the  realization  of such  losses at the  balance  sheet  dates  during the
     carryforward period cannot be considered to be more likely than not.

     The  Company  and its  subsidiary  have the  following  non-capital  losses
     available to reduce future taxable income, expiring as follows:

     Losses of Canadian parent (stated in U.S. dollars):
         2003                                                   $     17,207
         2004                                                         88,069
         2005                                                         98,083
         2006                                                        617,336
     --------------------------------------------------------------------------
                                                                     820,695
     Losses of U.S. operating subsidiary:
         2010                                                        261,034
         2011                                                        777,081
         2012                                                        116,722
     --------------------------------------------------------------------------
                                                                   1,154,837
     --------------------------------------------------------------------------
     Total losses                                              $   1,975,532
     --------------------------------------------------------------------------


10.  Segmented information:

     The Company operates two business segments:

     (a)  the  purchase  of  telecommunication  transmission  time  and  digital
          subscriber  access in bulk,  on a  wholesale  basis from  third  party
          carriers,  and  reselling  of time and access to end users,  primarily
          businesses, at competitive resale prices; and



                                      F-18
<PAGE>

E*COMNETRIX INC.
(Formerly USV Telemanagement Inc.)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------


10.  Segmented information (continued):

     (b)  electronic  document  delivery and electronic  market  solutions.  For
          fiscal  1999,  the  Company  operated  in one  business  segment - the
          purchase and resale of telecommunication transmission time.

          Operating  information  related to the  Company's  material  operating
          segments are as follows:

<TABLE>
<S>                                     <C>                        <C>                <C>                <C>
                                                                              Electronic
                                      Telecommunication                        document
                                               services       Corporate        delivery (i)        Total
-----------------------------------------------------------------------------------------------------------
  Revenue                                $  4,796,197       $  38,667       $    459,073      $  5,293,937
  Gross margin                              1,768,849          38,667            322,821         2,130,337
  Depreciation and amortization                23,037               -             98,352           121,389
  Segment assets                            1,091,457         513,460          2,439,662         4,044,579
  Expenditures for segment
     capital assets                             7,740               -              2,873            10,613
-----------------------------------------------------------------------------------------------------------
</TABLE>
(i)  from date of acquisition on September 15, 2000.


     The Company  operates  primarily in the United States through USVT and EDI,
     its U.S.  subsidiaries.  All of the Company's revenues are generated in the
     United States.  The following  table sets out the location of the Company's
     assets for the years presented:

                   United States              Canada         Consolidated
     ------------------------------------------------------------------------
     2000          $ 3,532,558             $ 512,021         $  4,044,579
     1999            1,132,491               468,688            1,601,179
     ------------------------------------------------------------------------

11.  Contingency:

     On September 30, 2000, the Company entered into performance agreements with
     two  employees  of EDI.  Under  the  agreements  the  Company  would pay an
     aggregate  cash  amount of up to  $370,000  dependent  upon the closing bid
     price of the  Company's  stock on dates  through  August  31,  2001.  As of
     December  31,  2000,  no  payments  were due under the  agreements  and the
     aggregate  cash  amount of the  remaining  potential  obligation  under the
     agreements  was $300,000.  On March 6, 2001, one of the employees with whom
     the Company had entered into a performance  agreement is no longer employed
     by the Company. As a result, the remaining  potential  obligation under the
     agreements is an aggregate cash amount of up to $150,000 dependent upon the
     closing bid price of the Company's stock on dates through August 31, 2001.


12.  Comparative figures:

     Certain  comparative  figures from the prior year have been reclassified to
     conform with the presentation adopted in the current year.




                                      F-19
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the  registrant  certifies  that it meets all of the  requirements  for
filing on Form 10-KSB and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      E*COMNETRIX INC.

Date:  May 8, 2001                    /s/ Mark M. Smith
                                      --------------------------------------
                                      Mark M. Smith, President



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

Signature                         Title                             Date

/s/ Mark M. Smith              President and Director               May 8, 2001
--------------------------     (principal executive officer)
                               Mark M. Smith


/s/ Mark M. Smith              Chief Financial Officer              May 8, 2001
--------------------------     (principal financing officer)
                               Mark M. Smith


/s/ J. Erik Mustad             Director                             May 8, 2001
--------------------------     J. Erik Mustad



/s/ Joseph Karwat              Director                             May 8, 2001
--------------------------     Joseph Karwat


/s/ Stuart Rogers              Director                             May 7, 2001
--------------------------     Stuart Rogers


--------------------------     Director
                               Trevor Gibbs


--------------------------     Director
                               Thomas Wharton



<PAGE>

                                 EXHIBIT INDEX
                                 -------------
Exhibit
  No.          Description
-------        -----------
 3.1(1)        Certificate of Incorporation for Jackpine Mining Co., Inc., dated
               December 23, 1991,  previously filed as Exhibit 1.1

 3.2(1)        Form 1 (Section 5) Company Act Memorandum of Jackpine Mining Co.,
               Inc., dated December 13, 1991,  previously filed as Exhibit 1.2

 3.3(1)        Articles  of  Jackpine  Mining  Co.,  Inc.,  previously  filed as
               Exhibit 1.3

 3.4(1)        Certificate  of name change for USV  Telemanagement  Inc.,  dated
               July 10, 1996,  previously filed as Exhibit 1.4

 3.5(1)        Province of British  Columbia  Form 21 (Section  371) Company Act
               Special  Resolution  filed  July 10,  1996,  previously  filed as
               Exhibit 1.5

10.1(1)        Share Exchange  Agreement among certain  shareholders of US Voice
               Telemanagement,   Inc.  and  Jackpine  Mining  Co.,  Inc.,  dated
               February 1, 1996,  as amended  February 27, 1996, as amended June
               29, 1996,  previously filed as Exhibit 3.1

10.2(1)        Form of BC Subscription  Agreement for Private  Placement,  dated
               1996, previously filed as Exhibit 3.2

10.3(1)        Escrow  Agreement  among the Bank of Nova Scotia Trust Company of
               New York  Jackpine  Mining Co.,  Inc.  and certain  shareholders,
               dated June 1, 1996, previously filed as Exhibit 3.3

10.4(1)        Form of Telecommunication Service Dealer Agreement by and between
               USV Telemanagement Inc. and certain dealers,  previously filed as
               Exhibit 3.4




<PAGE>

Exhibit
  No.          Description
-------        -----------
10.5(1)        Office Lease  Agreement  by and between US Voice  Telemanagement,
               Inc. and  Shoreline  Office  Center  Limited  Partnership,  dated
               February 25, 1994, as amended July 18, 1997,  previously filed as
               Exhibit 3.5

10.6(1)(2)     Service  Agreement  by  and  between  Digital  Communications  of
               America, Inc. and US Voice  Telemanagement,  Inc., dated July 15,
               1994, as amended  December 16, 1998,  previously filed as Exhibit
               3.6

10.7(2)(3)     Telecommunication  Service Agreement by and between Wiltel,  Inc.
               and US  Voice  Telemanagement,  Inc.,  dated  July 15,  1994,  as
               amended December 31, 1998, previously filed as Exhibit 3.7

10.8(1)        Security Agreement by and between US Voice  Telemanagement,  Inc.
               and  Wiltel,  Inc.,  dated  July 20,  1994,  previously  filed as
               Exhibit 3.8

10.9(2)(3)     Integrated  Internet  Access  Service  Agreement  by and  between
               WorldCom  Network  Services,  Inc.  and US Voice  Telemanagement,
               Inc., dated March 17, 1999, previously filed as Exhibit 3.9

10.10(1)(2)    Telecommunication  Service  Agreement  by and  between  IXE  Long
               Distance, Inc. and US Voice Telemanagement,  Inc., dated July 15,
               1996, as amended  December 31, 1998,  previously filed as Exhibit
               3.10

10.11(2)(3)    Network Resell Services  Agreement by and between  Alliance Group
               Services, Inc. and US Voice Telemanagement, Inc., effective March
               31, 1999, previously filed as Exhibit 3.11

10.12(2)(3)    Commercial  Revolving Loan and Security  Agreement by and between
               Alliance  Group  Services,  Inc.  and  USV  Telemanagement  Inc.,
               effective March 31, 1999, previously filed as Exhibit 3.12

10.13(1)       Consulting  Services  Agreement by and between J. Erik Mustad and
               USV Telemanagement Inc., dated January 1, 1998,  previously filed
               as Exhibit 3.13

10.14(1)       Consulting  Services  Agreement by and between  Interven  Capital
               Corporation,  Mark  Smith  and  USV  Telemanagement  Inc.,  dated
               January 1, 1998, previously filed as Exhibit 3.14

10.15(1)       Subscription  Agreement by and between USV Telemanagement Inc.and
               P.E.  Development  A.S., dated July 3, 1997,  previously filed as
               Exhibit 3.15

10.16(1)       Nontransferable Share Purchase Warrant of USV Telemanagement Inc.
               issued to P.E.  Development A.S., dated July 16, 1997, as amended
               December 2, 1998, previously filed as Exhibit 3.16

10.17(1)       Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement Inc. and J. Erik Mustad,  dated February 17, 1999,
               previously filed as Exhibit 3.17

10.18(1)       Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc. and Lisa  Barsocchini,  previously  filed as
               Exhibit 3.18

10.19(4)       USV  Telemanagement,  Inc.  Stock Option Plan (1999),  previously
               filed as Exhibit 4.1

10.20(4)(5)    USV  Telemanagement,  Inc. Amended and Restated Stock Option Plan
               (2000), previously filed as Exhibit 4.7

10.21(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc.  and Mark  Smith,  dated  March 10,  2000 as
               amended April 19, 2000, previously filed as Exhibit 4.1

10.22(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement Inc. and Joseph Karwat, dated February 8, 2000, as
               amended April 19, 2000, previously filed as Exhibit 4.2




<PAGE>

Exhibit
  No.          Description
-------        -----------
10.23(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc.  and West Oak  Capital  Group,  Inc.,  dated
               January 25, 2000 as amended April 19, 2000,  previously  filed as
               Exhibit 4.3

10.24(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement  Inc.  and Mark Smith,  dated  January 25, 2000 as
               amended April 19, 2000, previously filed as Exhibit 4.4

10.25(4)(5)    Stock   Appreciation   Right   Agreement   by  and   between  USV
               Telemanagement  Inc.  and  Mark  Smith,  dated  March  10,  2000,
               previously filed as Exhibit 4.5

10.26(4)(5)    Incentive   Stock   Option   Agreement   by   and   between   USV
               Telemanagement Inc. and J. Erik Mustad, dated January 25, 2000 as
               amended April 19, 2000, previously filed as Exhibit 4.6

10.27(4)(5)    Incentive  Stock Option  Agreement  with Trevor Gibbs dated April
               19, 2000, previously filed as Exhibit 4.8

10.28(4)(5)    Incentive Stock Option  Agreement with Thomas Wharton dated April
               19, 2000, previously filed as Exhibit 4.9

10.29(6)       Letter of Intent with Exstream  Data,  Inc.,  dated  February 21,
               2000 addressed to Joseph Karwat, previously filed as Exhibit 3.31

10.30(6)       Letter of Intent Amendment by and between USV Telemanagement Inc.
               and Joseph Karwat dated May 1, 2000,  previously filed as Exhibit
               3.32

10.31(6)       Letter of Employment  Agreement by and between USV Telemanagement
               Inc. and Joseph Karwat dated February 21, 2000,  previously filed
               as Exhibit 3.33

10.32(6)       Convertible  Debenture of Exstream Data, Inc., in favor of holder
               USV Telemanagement  Inc., dated March 27, 2000,  previously filed
               as Exhibit 3.34

10.33(6)       Investment   Banking  Services   Agreement  by  and  between  USV
               Telemanagement  Inc. and NC Capital Markets,  Inc., dated October
               13, 1999, previously filed as Exhibit 3.35

10.34(6)       Finder's Fee Agreement by and between USV Telemanagement Inc. and
               Rosenblum Partners LLC dated February 25, 2000,  previously filed
               as Exhibit 3.36

10.35(6)       Subscription Agreement by and between USV Telemanagement Inc. and
               Trafalgar Resources LLC dated February 25, 2000, previously filed
               as Exhibit 3.37

10.36(6)       Consulting  Services  Agreement by and between USV Telemanagement
               Inc. and Interven  Capital  Corporation and Mark Smith dated June
               1, 2000, previously filed as Exhibit 3.38

10.37(6)       Consulting  Services  Agreement by and between USV Telemanagement
               Inc. and J. Erik Mustad dated June 1, 2000,  previously  filed as
               Exhibit 3.39

10.38(7)       Incentive Stock Option  Agreement with Mark Smith dated September
               29, 2000, previously filed as Exhibit 4.10

10.39(7)       Incentive  Stock  Option  Agreement  with J. Erik  Mustad  dated
               September 29, 2000, previously filed as Exhibit 4.11

10.40(7)       E*Comnetrix  Inc.  Amended and Restated Stock Option Plan (2000),
               previously filed as Exhibit 4.12

10.41          Form of Amendment to Incentive Stock Option Agreement,dated June
               26, 2000

10.42          Form of  Amendment to Incentive  Stock  Option  Amendment,  dated
               March 16, 2001

10.43          Termination of Stock Appreciation Rights Agreement by and between
               E*Comnetrix Inc. and Mark Smith, dated November 7, 2000




<PAGE>

Exhibit
  No.          Description
-------        -----------
10.44          Employment  Agreement by and between  E*Comnetrix Inc. and Joseph
               Karwat, dated August 7, 2000

10.45          Form of Bonus Compensation Agreement, dated August 21, 2000

10.46          Share Exchange  Agreement by and between certain  shareholders of
               Exstream Data Inc. and E*Comnetrix Inc., dated August 7, 2000

10.47          Share Exchange Agreement by and between certain  shareholders of
               Moving Bytes, Inc. and E*Comnetrix Inc., dated August 7, 2000

10.48          Escrow Agreement by and between certain  shareholders of Exstream
               Data Inc. and E*Comnetrix Inc., dated August 7, 2000

10.49          Settlement  Agreement  and  Mutual  Release  by and  between  and
               William Perell, Cheryl Harrison doing business as Harrison Design
               Group,  Exstream Data, Inc., Joseph Karwat, Eric Karlson,  Robert
               Dumper and E*Comnetrix, Inc. dated January 19, 2001

10.50          Share  Exchange  Agreement  by  and  between   E*Comnetrix  Inc.,
               Exstream Data Inc.,  Harrison Design Group and William S. Perell,
               dated January 19, 2001

23.1           Consent of KPMG LLP for Form S-8
----------------------------
(1)  Previously filed on Form 20-F dated April 20, 1999.
(2)  Confidential  treatment has been requested with respect to portions of this
     exhibit  pursuant to an application for  confidential  treatment filed with
     the  Commission  under Rule  24(b)-2(b) of the  Securities  Exchange Act of
     1934, as amended.
(3)  Previously filed on Form 20-F/A dated June 4, 1999.
(4)  Previously filed on Form S-8 dated September 8, 1999.
(5)  Previously filed on Form S-8 dated May 31, 2000.
(6)  Previously filed on Form 20-F dated June 12, 2000.
(7)  Previously filed on Form S-8 dated November 16, 2000.