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

                                   FORM 10-K/A
(Mark One)

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

                   For the fiscal year ended December 31, 1999

                                       OR

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

                        Commission file number 000-26425

                           NextPath Technologies, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             NEVADA                                     84-1402416
----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

1615 N. 24th West Avenue
Tulsa, Oklahoma                                                       74127
----------------------------------------                            ---------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code: (918) 295-8289

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

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

     Title of each class               Name of each exchange on which registered
-------------------------------        -----------------------------------------
Common Stock ($0.001 par value)                        None (OTCBB)

        Indicated 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 (s) has been subject to such
filing requirements for the last 90 days.
Yes     No  X
           ---

        Indicated 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-K or any
amendment to this Form 10-K. [ ]

        The  aggregate   market  value  of  the  voting  common  stock  held  by
non-affiliates as of May 8, 2000 was $147,219,770.

        At  May  8,  2000,   there  were  41,985,775   shares  of  Common  Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
        None

<PAGE>
                                     PART I

"Safe Harbor" Statement  Under the  Private Securities Litigation Reform Act  of
1995.

        This 10-K/A contains  statements that plan for or anticipate the future.
Forward-looking  statements  include  statements about future business plans and
strategies and most other statements that are not historical in nature.  In this
10-K/A,  forward-looking  statements  are  generally  identified  by  the  words
"anticipate,"   "plan,"   "believe,"   "estimate,"   and   the   like.   Because
forward-looking  statements  involve future risks and  uncertainties,  there are
factors  that  could  cause  actual  results  to differ  materially  from  those
expressed  or  implied,  including,  but not  limited  to, our ability to obtain
infusion of equity capital or financing on terms reasonably  satisfactory to us,
competition,  changes in consumer trends, and competitors' marketing strategies.
See Item 7.  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations-Risk  Factors. These forward-looking  statements are based
on our current  expectations or those of the preparer of the statement.  Readers
of this 10-K/A are cautioned not to place undue reliance on the  forward-looking
statements.  The forward-looking  statements included in this 10-K/A are made as
of the date of this 10-K/A and we don't  undertake any obligation to update them
to reflect subsequent events or circumstances.

        The terms  "NextPath,"  the  "Company,"  "we,"  "our" and "us"  refer to
NextPath  Technologies,  Inc. and its  subsidiaries  and  affiliates  unless the
context suggests otherwise.

ITEM 1. BUSINESS

Our Organizational History

        We were  organized as  Petrogenics,  Inc. under the laws of the State of
Colorado on March 23, 1984.  On May 12, 1997,  we completed a change of domicile
merger with FSC  Holdings,  Inc.,  a Nevada  corporation,  thereby  changing our
domicile from Colorado to Nevada and changing our name to FSC Holdings,  Inc. On
January 27, 1998,  Compact Power  International,  Inc.  merged with and into us.
Pursuant  to  the  Articles  of  Merger,   our  name  was  changed  to  Hyperion
Technologies,   Inc.  On  July  22,  1999,  we  changed  our  name  to  NextPath
Technologies,  Inc. and our OTC  Bulletin  Board  trading  symbol from "HYPE" to
"NPTK." On November 11, 1999, we were the surviving corporation in a merger with
Epilogue  Corporation  and  became a  reporting  company  under  the  Securities
Exchange Act of 1934 as a result of the merger.

        We are a development stage holding company that identifies, acquires and
manages  what  we  believe  to be  state-of-the-art  technology  companies  that
together  form a  community  of shared  resources.  We are  organized  into four
operating  groups  as  follows:   Precision  Technologies  Group,  Internet  and
E-Commerce Group, Environmental Technologies Group and Health Products Group.

Our Acquisitions

        During  most  of  1999,  we sought,  negotiated  and closed  acquisition
 agreements  with  several  target companies.  The following is a summary of our
acquisitions:

        o      On June 12, 1999, we signed an Option  Agreement with  PriMedium,
               LLC. (the "PriMedium Transaction").   We are  evaluating  whether
               or not to  enter  into a  definitive agreement and  there can  be
               no assurances  that one  will  ultimately  be  consummated.   See
               "Internet and E-Commerce Group-PriMedium, LLC."

        o      On August 30, 1999, we purchased 666,666 Units in the capital  of
               LATelco International, Inc.  See "Investments."

        o      On October 21,  1999,  we  acquired  1,000  shares of  non-voting
               Series A Preferred Stock of United Paper,  Inc., a Dallas,  Texas
               based primary independent paper distributer. See "Investments."

        o      On October 18, 1999, we acquired LaserWireless, Inc.


<PAGE>

        o      On November 2, 1999, we acquired  Willow Systems  Limited and its
               subsidiaries, NextWave Photonics, LLC and Reflex LLC.

        o      On November 11, 1999, we acquired the Epilogue Corporation.

        o      On December 14, 1999, we acquired Sagebrush Technology, Inc.

        o      As of  December 31, 1999,  we had paid  $1,500,000  to Group Now,
               Inc.  for Series A  Convertible Preferred Stock  pursuant  to the
               terms of a Subscription Agreement  dated  November 24, 1999.  See
               "Investments."
        o      On January 21, 2000, we acquired Essentia Water, Inc.

Other Transactions

        In addition  to the  acquisitions  set forth in "Our  Acquisitions,"  we
entered into the following transactions:

        o      On  January  28,  2000,  our  wholly owned  subsidiary,  NextPath
               Environmental  Services, Inc. ("NES"), formed a limited liability
               company with Thermogenics, Inc. named NextPath Thermogenics, LLC,
               but  NES has  not made all  of its  intitial  required $1,750,000
               capital contribution.

        o      On January 24, 2000, NES formed a limited  liability company with
               Tetra   Separation   Systems,   LLC  named  NextPath   Separation
               Solutions,  LLC,  but NES has not yet made its  initial  required
               $5,000,000 capital contribution.

        o      Our wholly owned  subsidiary,  NextPath  AES,  Inc.  ("NAES") has
               negotiated  an Asset  Purchase  Agreement  to acquire  all of the
               assets of Agri-Covers,  Inc., but a definitive  agreement has not
               been signed pending funding by NAES.

        o      On April 4, 2000,  we executed a definitive  agreement to acquire
               20% of US Certified Letters, LLC ("USCL"), which has licensed the
               right to proprietary  technology for transmitting any instruments
               by  certified  mail via the Internet or other medium (the "C-mail
               Technology")  within the continential  United States,  Alaska and
               Hawaii  (the "USCL  Transaction").  Closing is set to occur on or
               before June 4, 2000.

        o      On April 4, 2000, our wholly owned  subsidiary,  Global Certified
               Mail,  Inc.  ("GCM"),  signed  a  License  Agreement  by which it
               licensed   the  C-mail   Technology   for  use   outside  of  the
               continential  United  States,  Alaska and Hawaii in exchange  for
               which GCM  transferred 20% of its stock to the Licensor (the "GCM
               Transaction"). Closing is set to occur on or before June 4, 2000.

Our Business

        Through our wholly owned  subsidiaries,  we're currently involved in the
following businesses:  o We design, develop,  manufacture and market positioning
devices known as gimbals.

        o      We design and market motion control systems.

        o      We design and market wireless communication technology.

        o      We design  and market fiber optic switching and other fiber optic
               technology.

        o      We bottle  and market  alkaline and  electrolyte enhanced premium
               water products.


<PAGE>

        o      We develop energy and micro economic systems technology.

        o      Upon  making the required  capital  contribution  to the NextPath
               Thermogenics,  LLC, we will  design,  engineer,  fabricate,  own,
               sell, lease and operate systems  which  convert waste products to
               energy.

        o      Upon making the required  capital  contribution to the Separation
               Solutions,  LLC,  we  will  design,  engineer,   fabricate,  own,
               operate, market and sell systems which remove waste products from
               soil and water.

        o      Upon  closing  the USCL  Transaction,  we will be involved in the
               commercialization  and marketing of the C-mail  Technology within
               the continental United States, Alaska and Hawaii.

        o      Upon  closing  the GCM  Transaction,  we will be  engaged  in the
               commercialization  and marketing of the C-mail Technology outside
               the continental United States, Alaska and Hawaii.

Our Growth Strategy and Plan of Operation

        Our goal is to  enhance  shareholder  value  by  increasing  cash  flow,
earnings and the value of our common stock. To  successfully  reach our goal, we
believe we must implement the following  growth  strategy and plan of operations
for  the  foreseeable  future:  o We  must  continue  to  identify,  pursue  and
capitalize  acquisitions  that  provide  attractive   investment  opportunities,
particularly  where  we  can  add  value through our technical expertise.

        o      We must effectively integrate our businesses and technologies.

        o      We must  grow our  business  nationally  and  internationally  by
               effectively developing,  marketing and expanding our products and
               services and our market base.

        o      We  must continue  to  identify,  attract,  retain  and  motivate
               qualified personnel.

        o      We  must  continue  to  identify  and  close  sources  of working
               capital.

        In view of our current working capital,  we will need to raise or borrow
additional funds during the foreseeable future to meet the expenditures required
for operating our business.  We are actively  engaged in negotiations  with debt
and  equity  sources  and we will  continue  to pursue  all such  options  on an
aggressive basis.

Our Proprietary Rights

        We regard the  protection  of our patents,  trademarks,  trade  secrets,
websites, and other proprietary rights as important to our success. We rely on a
combination  of  patent,  trademark,  service  mark and  trade  secret  laws and
contractual  restrictions  to  protect  our  proprietary  rights in  technology,
products  and  services.  We have  entered,  and will  continue  to enter,  into
confidentiality  and  invention   assignment   agreements  with  our  employees,
consultants and contractors.

                         THE PRECISION TECHNOLOGY GROUP
                         ------------------------------

In General

        The Precision  Technologies  Group (the "PTG")  consists of three wholly
owned subsidiaries: LaserWireless, Inc. ("LaserWireless"), located in Lancaster,
Pennsylvania;  Willow Systems,  Inc.  ("Willow"),  located in  Albuquerque,  New
Mexico; and Sagebrush Technology,  Inc.  ("Sagebrush"),  located in Albuquerque,


<PAGE>

New Mexico.   In turn,  Willow  owns  NextWave Photonics, LLC and Reflex LLC and
holds a stock position in Skycam Systems, Inc.  Together, these entities design,
engineer,  manufacture,  and  market  precision  motion  control systems,  laser
communications  systems,  and  purpose-designed,   precision-controlled  imaging
systems.   Additionally,  Willow,  through  NextPath  Photonics,  is  engaged in
feasibility and design work on a solid state optical switching system.

Sagebrush Technologies, Inc.
----------------------------

Overview

        Sagebrush is an engineering and  manufacturing  company  specializing in
providing  innovative  solutions  based  primarily on its  patented  Roto-Lok(R)
rotary drive technology.  Its principal executive offices are located at 10300-A
Constitution,  NE, Albuquerque,  New Mexico 87112. Its telephone number is (505)
299-6623. Its website is www.sagebrushtech.com.

Growth Strategy and Plan of Operations

        Sagebrush  designs,  develops,   manufactures  and  markets  positioning
devices.  Its objective is to bring the latest technologies and best engineering
talents  together to address its clients' needs.  Its business  philosophy is to
provide  products  that meet  specifications,  are safe to use,  are kind to the
environment,  are fairly priced,  and are delivered on time.  Sagebrush's growth
strategy  will be to increase its  production of  positioning  devices and other
quality  products  and  to  expand  its  customer  base  through  an  aggressive
advertising  and marketing  campaign to publicize its products.  Key elements of
its growth strategy include:

        Products.  Sagebrush provides products, systems and  Original  Equipment
Manufacture (OEM) activators for applications  that  require  state  of the  art
precision, smoothness, reliability and cost effective performance  in all  types
of environment.  Its specialties include:

        o      laser communications gimbal systems

        o      low earth orbit satellite tracking systems

        o      stabilized platforms and gimbals

        o      medical and industrial activators and turntables

        Gimbals are positioning devices. The mechanism that supports a telescope
so it can look at all different parts of the sky is a typical gimbal. It is most
often  called a telescope  mount but it can gimbal or swing in two axes,  up and
down and side to side.  Most people have seen  gyroscopes  that are mounted in a
gimbal  arrangement so the gyroscope  wheel stays oriented in the same direction
even when the base of the gimbal is rotated.  Gyroscopic gimbal systems are used
in ships,  airplanes,  missiles and many other applications to indicate a stable
reference  plane,  even  when the  vehicle  is  pitching,  rolling  or  changing
direction.

        Antenna  positioners  are the devices  that point  antennas at a target.
Satellite antennas that are portable such as those used by the military,  by the
networks or by local television  stations  require  positioners that can lay the
antenna  down  flat  during  transit,  then  quickly  raise  it up and  point it
accurately  at a satellite.  The large surface area of an antenna acts as a sail
in high  winds.  To keep the  antenna  pointed  at the  satellite,  the  antenna
positioner  must be extremely  stiff.  The  Sagebrush  Roto-Lok(R)  rotary drive
provides the stiffest drive currently available.

        Sagebrush manufactures and sells several innovative products including a
20 lb. capacity Model-20 Pan & Tilt Gimbal.

        Product Research and Development. Sagebrush believes that strong product
research and  development  capabilities  are essential to maintain a competitive
edge with its  products.  Since  inception,  it has  focused  its  research  and
development  efforts on  developing  the finest  gimbals  and other  positioning
devices available. Its research and development efforts will continue.


<PAGE>

        Target Market. A major part of Sagebrush's  business is supplying rotary
drive  systems  on an OEM basis for  military,  industrial,  space,  commercial,
aerospace,  medical and research  applications.  Its products can be provided to
fit a customer's particular application.

        The basic idea of the  Roto-Lok(R)  drive is the essence of  simplicity.
But what this  simplicity  delivers to  Sagebrush's  customers  is  unparalleled
performance  and cost  benefits  that go right to their  bottom  line.  For some
customers the  Roto-Lok(R)  drive solution allows them to proceed with a project
that  otherwise  might not be  possible  to  complete  - at any cost.  For other
customers,  Roto-Lok(R) drive technology is providing a major advantage in their
quest for superior quality and cost effectiveness.

        Sagebrush Technology.  Sagebrush owns all rights to United States Patent
No.  5,105,672  issued on April 21, 1992 and entitled  "Rotary  Drive  Apparatus
Having One Member with Smooth Outer Peripheral  Surface." It also owns all title
to the registered trademark  "Roto-Lok," Serial No. 73-451065  (Registration No.
1347219) dated July 9, 1985.

        The  Roto-Lok(R)  rotary drive is an  elegantly  simple,  yet  powerful,
technology that utilizes the averaging  effect of many cables - each sharing the
load - wrapped  around a drive  capstan  and a driven  drum.  It was  originally
invented as an inexpensive way to rotate large observatory telescopes accurately
and smoothly.  Traditionally,  precision  gears have been used to position those
loads.  However,   even  the  best  gears  suffer  from  high  friction,   drive
irregularities  and backlash,  and they are expensive.  They also require costly
precision  sealed housings to support the gears and their lubricants and to keep
them clean.  All  Roto-Lok(R)  rotary drive  machined  components are smooth and
round,  making the parts easy to produce.  The many cables  serve to average the
rotation rate so that  imperfections,  dirt or other slight  irregularities on a
single cable or drum do not have a  significant  effect.  This results in superb
drive smoothness with no cogging or drive rate irregularity.

        The  following  are  some  of  the many  advantages  and benefits of the
Roto-Lok(R)  rotary drive:

        o      The load bearing elements  (cables) are  statically  tensioned to
               increase  the no-load  stiffness of  the drive.  In a gear drive,
               that  tensioning  will  create  friction  and shorten  the useful
               zero-backlash life of the gears.

        o      Many load  bearing  elements can be  paralleled  to meet the peak
               load requirements without significantly  impacting the cost while
               simultaneously improving the precision of the drive.

        o      The use of multiple cables virtually  eliminates  "cogging" found
               in  traditional  gear  drives.  Near-perfect  smoothness  can  be
               attained with a properly  designed drive because of the averaging
               effect of the many cables.

        o      Where weight and power are at a premium,  the Roto-Lok(R)  drives
               excel because they produce superior  performance along with a 60%
               to 70%  savings in both  weight and power.  Because  the drive is
               stiff and efficient,  smaller  motors,  wiring and power supplies
               can be used.

        The three primary performance attributes of the Roto-Lok(R) rotary drive
are its extremely high torsional  stiffness,  its high torque capacity,  and its
total freedom from backlash.

        Manufacturing Strategy.  Sagebrush's ongoing manufacturing strategy will
be designed to increase capacity, improve quality, and reduce costs. It plans to
gradually  increase its production in order to sustain its projected  growth. In
any given year, its ability to reach its targeted  production  level will depend
upon,  among other  factors,  its ability to (i) continue to realize  production
efficiencies at its existing  production  facilities  through  implementation of
innovative manufacturing techniques and other means, (ii) successfully implement
production  capacity  increases  in its  facility,  and  (iii)  sell  all of the
products it can produce.

        Sagebrush will not  manufacture any of the parts it needs to produce its
products and it'll have to rely on outside suppliers to provide them.

        Sagebrush's income projections are as follows:


<PAGE>
<TABLE>
<CAPTION>

                          Sagebrush Income Projections
                          ----------------------------

                                  2000         2001        2002        2003
                                  ----         ----        ----        ----
<S>                            <C>         <C>          <C>         <C>
Net Sales                      $4,739,450  $5,269,750   $8,049,750  $8,199,750
Operating Costs and Expenses    5,894,168   4,681,178    7,043,531   7,051,785
                                ---------   ---------    ---------   ---------
Income (Loss) From Operations  (1,154,718)    578,573    1,006,219   1,147,965
Other income (Expenses)                --          --           --          --
Net Income (Loss)              (1,154,718)    578,573    1,006,219   1,147,965
</TABLE>

        Marketing Strategy. Sagebrush will conduct an aggressive advertising and
marketing  campaign to  publicize  its  products.  Sagebrush  believes  that its
potential  customers  can best be reached  through  advertising  in trade shows,
technical publications and direct marketing and on the Internet.

Sagebrush Facility

        Sagebrush's executive offices and manufacturing  facility are located in
a light  industrial area in Albuquerque.  They consist of  approximately  10,650
square feet of leased space under a lease which expires in July 2000.

Competition

        Sagebrush   believes  that  it  is  at  the  forefront  in  the  design,
development and manufacturing of positioning  devices and related  products.  It
emphasizes  quality,   reliability,   cost-effectiveness  and  timely  delivery.
Nonetheless,  other  companies  are  engaged  in  the  design,  development  and
manufacturing  of  positioning   devices  and  related  products  which  may  be
competitive with Sagebrush's products. Many of those entities have substantially
greater financial, technical,  manufacturing,  marketing,  distribution or other
resources than Sagebrush. Sagebrush's profitability will depend upon its ability
to compete in its market area.

Product Liability

        The sale of its  products  may expose  Sagebrush  to  product  liability
claims. It believes that its products are, and will be, safe and that it will be
able to obtain product liability insurance at a reasonable cost. However, in the
event of an uninsured or inadequately insured product liability claim, or in the
event of an  indemnification  claim by a third party,  Sagebrush's  business and
financial condition could be materially adversely affected.

Regulation

        Sagebrush's  products and business may be subject to federal,  state and
local  regulations,   including  environmental   regulations.   Sagebrush  can't
calculate  exactly how much it will cost to comply with  government  regulation,
but it will try to ensure  that its  facilities  and  products  comply  with all
applicable  regulations  and standards.  In any event, it doesn't think that the
cost of compliance will materially affect its financial condition.

Management

        Sagebrush is currently  managed by August  Sanchez,  its Vice President.
Don Carson,  the founder of Sagebrush and the inventor of the Roto-Lok(R)  drive
system with  nearly 40 years  experience  developing  precision  mechanical  and
opto-mechanical systems for worldwide research, industrial, military, aerospace,
medical and commercial  customers,  serves as a consultant to Sagebrush  under a
Consulting Agreement which expires in December, 2003.

Employees

        As of May 8, 2000, Sagebrush employed  twenty-seven  full-time employees
and two part-time employees.  None of Sagebrush's  employees is represented by a
union and management believes its employee relations are good.


<PAGE>

Operating Results

        The  following  financial  information   summarizes  the  more  complete
historical  financial  information  of  Sagebrush  contained  elsewhere  in this
10-K/A.  The results in the following table do not necessarily  indicate results
Sagebrush will achieve in the future.
<TABLE>
<CAPTION>
                           Sagebrush Operating Results
                           ---------------------------

                                               Year Ended December 31,
                                               -----------------------
                                      1999        1998       1997        1996
                                     ------      ------     ------      -----
Income Statement Data:
<S>                                <C>        <C>          <C>       <C>
Revenues                           $1,759,350 $1,758,747   $658,191  $1,039,318
Cost of Goods Sold                  1,099,071    906,655    417,071     781,760
Selling, General and Administrative 1,277,323    743,845    362,010     300,267
Depreciation                           21,840     10,340      2,258       6,342
                                    ---------  ---------    -------   ---------
Income (Loss) from Operations        (638,884)    97,907   (123,148)    (49,051)
Other Income (Loss)                    50,494    130,900     92,294     (11,642)
                                    ---------  ---------    -------   ---------
Income (Loss) before Taxes           (588,390)   228,807    (30,854)    (60,693)
Deferred Tax Expense                   14,882          -          -           -
                                    ---------  ---------    -------   ---------
Net Income (Loss)                    (603,272)   228,807    (30,854)    (60,693)
Accumulated Deficit,
  Beginning of Year                   (35,597)  (264,404)  (233,550)   (172,857)
                                    ---------  ---------  ---------   ---------
Accumulated Deficit, End of Year   $ (638,869)  $(35,597) $(264,404)  $(233,550)
                                    =========  =========  ==========  ==========
Balance Sheet Data
Total Assets (1)                   $  735,281   $282,734    $62,106          (2)
Total Liabilities                   1,248,438    318,191    326,370          (2)
Deferred Income Tax                    14,882          -          -
Common Stock                              140        140        140          (2)
Additional Paid-In Capital            110,690          -          -           -
Accumulated Deficit                  (638,869)   (35,597)  (264,404)         (2)
--------------------------------
</TABLE>

(1)     Net of accumulated depreciation and amortization.
(2)     Not available.

Willow Systems, Inc.
--------------------

Overview

        Willow is an  engineering  and  manufacturing  company  specializing  in
providing  custom  real-time  motion  control  and  electronics  solutions.  Its
principal executive offices are located at 15100 Central Avenue SE, Albuquerque,
New  Mexico  87193.  Its  telephone  number is (505)  299-2486.  Its  website is
www.willowsystems.com.

Growth Strategy and Plan of Operations

        Willow   specializes  in  translating  its  customers'   motion  control
requirements  into  reliable,  custom  hardware  solutions.   Its  objective  is
to bring the  latest  technologies  and best  engineering  talents  together  to
address its clients' needs. Its business  philosophy is to provide products that
meet  specifications,  are safe to use, are kind to the environment,  are fairly
priced, and are delivered on time.  Willow's growth strategy will be to increase
its  production  of motion  control  devices and other  quality  products and to
expand  its  customer  base  through an  aggressive  advertising  and  marketing
campaign to publicize its products. Key elements of its growth strategy include:

        Willow  designs  and  markets  custom  motion   control,   robotics  and
electronics solutions with leading edge technologies in the areas of gimbals and
photographic/electro-optical  systems.  Willow has the  capability  to translate
real-time motion control requirements into reliable, hardware solutions, and its
technologies  have potential  application in a wide range of
businesses.


<PAGE>

        Willow is also engaged in the business of designing and  developing  new
and  innovative   MicroElectro   Mechanical  Systems  ("MEMS")   technology  and
associated controls and electronics,  primarily for optical  applications.  MEMS
are machines so small that they are imperceptible to the human eye.

        Willow is also  developing  a  high-speed  fiber optic  switch that will
control  communications  routing over fiber optic networks.  This switch will be
compatible with the high capacity wavelength division  multiplexed ("WDM") fiber
optic  systems  that are  expected  to dominate  the fiber optic  communications
market over the next decade.

        Products.  Willow provides gimbals, camera and electro-optical  systems.
Its specialties include:

        o      Gimbals and pedestals

        o      real-time control systems

        o      specialized board designs

        o      analog designs

        o      camera systems

        o      real-time micro controller, DSP, and state machine designs

        Product  Research and  Development.  Willow believes that strong product
research and  development  capabilities  are essential to maintain a competitive
edge with its  products.  Since  inception,  it has  focused  its  research  and
development  efforts on developing the finest motion control systems  available.
Its research and development efforts will continue.

        Target  Market.  A major part of Willow's  business is supplying  motion
control  systems on an OEM basis for military,  industrial,  space,  commercial,
aerospace, and motion picture applications.  Its products can be provided to fit
a customer's particular application.

        Willow uses focused system engineering  approach to all of its projects.
It is able to do this  because it  possesses a very broad range of  expertise in
all aspects of precision  motion  control and  electro-optical  systems,  and in
supporting engineering  disciplines.  Willow specializes in precision-engineered
solutions  -  cutting-edge  design,  engineering,  manufacturing,  testing,  and
customer support - to provide maximum value for its customer's program dollar.

        Willow   applies  this  systems   approach  using   integrated   product
development  teams.  Each  development  team  typically  includes  not  only the
internal engineering and management capabilities required for a project, but its
customers and key suppliers as well. Regular technical  interchange ensures that
Willow remains focused on its customers'  needs and provides  timely  visibility
throughout the design process.  Involvement of essential  suppliers helps ensure
that components and subsystems meet design  parameters.  This integrated product
development  approach  helps to provide  its  customers  with a product  that is
reliable,  manufacturable,  high-quality  and that will  test to the  customer's
specifications.

        Manufacturing Strategy.  Willow's ongoing manufacturing strategy will be
designed to increase  capacity,  improve quality,  and reduce costs. It plans to
gradually  increase its production in order to sustain its projected  growth. In
any given year, its ability to reach its targeted  production  level will depend
upon,  among other  factors,  its ability to (i) continue to realize  production
efficiencies at its existing  production  facilities  through  implementation of
innovative manufacturing techniques and other means, (ii) successfully implement
production  capacity  increases  in its  facility,  and  (iii)  sell  all of the
products it can produce.

        Willow will assemble its products;  however Willow will not  manufacture
all of the parts it needs to  produce  its  products  and it'll  have to rely on
outside suppliers to provide most of them.


<PAGE>

        Willow's income projections are as follows:
<TABLE>
<CAPTION>

                            Willow Income Projections
                            -------------------------

                             2000           2001          2002           2003
                             ----           ----          ----           ----
<S>                      <C>           <C>           <C>            <C>
Net Sales                $1,234,664    $20,164,000   $45,823,250    $91,726,000
Operating Costs
  and Expenses            1,109,562     18,066,944     40,920,162    61,636,140
                          ---------     ----------     ----------    ----------
Income (Loss)
  From Operations           125,100      2,097,056      4,903,088    10,089,860
Other income (Expenses)          --             --              -            --
Net Income (Loss)           125,100      2,097,056      4,903.088    10,089,860
</TABLE>

        Marketing  Strategy.  Willow will conduct an aggressive  advertising and
marketing campaign to publicize its products. Willow believes that its potential
customers can best be reached  through  advertising  in technical  publications,
trade shows and direct marketing and on the Internet.

Willow Facility

        Willow's  executive offices and manufacturing  facility are located in a
light industrial area in Albuquerque. They consist of approximately 5,960 square
feet of leased space under a lease which expires in October 2001.

Competition

        Willow  believes that it is at the forefront in the design,  development
and manufacturing of motion control devices and related products.  It emphasizes
quality, reliability, cost-effectiveness and timely delivery. Nonetheless, other
companies are engaged in the design,  development  and  manufacturing  of motion
control  devices and related  products  which may be  competitive  with Willow's
products.   Many  of  those  entities  have  substantially   greater  financial,
technical,  manufacturing,  marketing,  distribution  or  other  resources  than
Willow.  Willow's  profitability  will depend upon its ability to compete in its
market area.

Product Liability

        The sale of its products may expose Willow to product  liability claims.
It believes that its products are, and will be, safe and that it will be able to
obtain product liability  insurance at a reasonable cost.  However, in the event
of an uninsured or inadequately insured product liability claim, or in the event
of an  indemnification  claim by a third party,  Willow's business and financial
condition could be materially adversely affected.

Regulation

        Willow's  products  and  business  may be subject to federal,  state and
local regulations,  including environmental regulations.  Willow can't calculate
exactly how much it will cost to comply with government regulation,  but it will
try to ensure  that its  facilities  and  products  comply  with all  applicable
regulations  and  standards.  In any event,  it  doesn't  think that the cost of
compliance will materially affect its financial condition.

Management

        Willow is currently  managed by Doug  Elerath,  its  President,  and Sam
Rogers, Jr., its Vice President.

Employees

        As of May 8, 2000, Willow employed  twenty-two  full-time  employees and
two part-time  employees.  None of Willow's  employees is represented by a union
and management believes its employee relations are good.



<PAGE>

Operating Results

        The  following  financial  information   summarizes  the  more  complete
historical  financial  information of Willow contained elsewhere in this 10-K/A.
The results in the following  table do not necessarily  indicate  results Willow
will achieve in the future.

                            Willow Operating Results
                            ------------------------
<TABLE>
<CAPTION>

                                             Year Ended December 31,
                                             -----------------------
                                      1999        1998        1997        1996
                                     ------      ------      ------      -----
Income Statement Data:
<S>                                           <C>          <C>          <C>
Revenues (Net Sales)              $1,231,791  $1,039,117   $551,331     $33,298
Research and Development             536,353           -          -           -
General and Administrative
  Expenses                         1,468,267     845,007    445,116       7,199
Depreciation                          18,817      17,791     10,393       5,520
                                   ---------   ---------    -------      ------
Income (Loss) from Operations       (791,646)    176,319     95,822      20,579
Other Income (Loss)                     (652)         40         --          --
                                   ---------   ---------    -------      ------
Income (Loss) Before Taxes          (792,298)    176,359     95,822      20,579
Income Taxes                         (11,451)     64,607     24,651       4,103
                                   ----------   --------   --------    --------
Net Income (Loss)                   (780,847)    111,752     71,171      16,476
Retained Earnings,
  Beginning of Year                  199,399      87,647     16,476          --
                                   ---------    --------   --------    --------
Accumulated Deficit, End of Year  $ (581,448)   $199,399    $87,647     $16,476
                                   =========    ========    =======     =======
Balance Sheet Data:
Total Assets (1)                  $  445,922    $370,580   $146,359         (2)
Total Liabilities                  1,027,170     159,530     52,558         (2)
Deferred Income Taxes                      -      11,451      5,954         (2)
Common Stock                             200         200        200         (2)
Retained Earnings                   (581,448)    199,399     87,647         (2)
-----------------------------------
</TABLE>

(1)     Net of accumulated depreciation and amortization.
(2)     Not available.

LaserWireless, Inc.
-------------------

        LaserWireless,  which began its  operations in 1999,  specializes in the
development, sale and support of state-of-the-art wireless optical communication
systems capable of  transmitting  video,  voice,  telephone and data through the
atmosphere using eye-safe laser  technology.  This capability  offers a solution
for private communications where a leased line cannot be used, for example, when
land is not owned between two sites or where physical barriers,  such as rivers,
highways,  parking lots, etc.,  prevent use of conventional  cables. The systems
include full time electronic  tracking for maximum  availability.  Its principal
executive  offices are located at 2145 Lincoln Plaza,  Lancaster,  Pennsylvania.
Its telephone number is (877) 527-3757. Its website is www.laserwireless.com.

Growth Strategy and Plan of Operations

        LaserWireless    designs,    develops,    manufactures    and    markets
state-of-the-art  atmospheric laser  communications  equipment for voice, video,
phones and data.  Its  objective  is to bring the latest  technologies  and best
engineering  talents  together  to address  its  clients'  needs.  Its  business
philosophy is to provide products that meet specifications, are safe to use, are
fairly priced, and are delivered on time. LaserWireless' growth strategy will be
to increase its  production  of laser  communications  systems and other quality
products and to expand its customer base through an aggressive  advertising  and
marketing  campaign  to  publicize  its  products.  Key  elements  of its growth
strategy include:

        Products.  There is a growing  need in  today's  information  society to
augment   existing   communication   systems  with   reliable,   high  bandwidth


<PAGE>

communication  capability.  Laser  communication  systems  provide users with an
alternative   to   traditional   copper   or  fiber   communications   pathways.
LaserWireless systems facilitate immediate communication  enhancements with full
network interface support.

        The  LaserWireless   LightBridge  155   communication   system  features
electronic  tracking to ensure  continuous  alignment of both  transmitting  and
receiving optical links. A typical system consists of two Laser Transceivers and
two Digital Remote Status Monitors.  The Laser Transceivers provide a high speed
full-duplex data link between sites,  while the Remote Status Monitors allow the
user to verify  correct  system  operation.  Two  advance  features  - Full Time
Electronic  Tracking and Remote Factory  Diagnostics - ensure the highest levels
of reliability and availability. Currently the system will support data rates to
155 million bits per second (Mbps) with a range to 2.5  kilometers  (1.5 miles).
Development plans include systems supporting  tomorrow's  ultra-high data rates.
Other features include remote status monitoring and diagnostics,  both supported
by 24-hour technical support.

        Product  Research and  Development.  LaserWireless  believes that strong
product  research  and  development  capabilities  are  essential  to maintain a
competitive edge with its products. Since inception, it has focused its research
and  development  efforts on developing the finest laser  communication  devices
available. Its research and development efforts will continue.

        Target Market.  Current applications for LaserWireless  products include
university and office campuses,  building-to-building  communications,  military
mobile   communications,   emergency   communication   networks  and   temporary
communications.  Important military  applications include mobile, high bandwidth
communications  using a  battery-powered  system  that is easily  transportable,
non-detectable,  and  secure.  Emergency  communication  needs arise in disaster
areas where  damage has occurred to above  ground or  underground  communication
systems. Other temporary  communication needs include conventions,  expositions,
trade shows, and mobile command and control.

        LaserWireless  is preparing for the future of high-speed  communications
with  system  development  efforts  focused  on  providing  622 Mbps and 2+ Gbps
communication capabilities.

        LaserWireless Technology. LaserWireless' system is the latest technology
in optical  communications  for distances up to 2.5 kilometers with greater than
95% availability.  The system incorporates full real-time electronic tracking to
ensure continuous  alignment.  The transmitters are easy to install and operate,
requiring only a clear line-of-sight and solid supporting locating for mounting.
Any problems in the field can be diagnosed by the factory using  standard  phone
lines.  The  transceivers are field repairable and include full factory support.
There are no license or right-of-way requirements.

        The following are some of the features of the LaserWireless system:

        o      data rates from 1 to 155 Mbps

        o      2.5 kilometer range (1.5 miles)

        o      electronic tracking system

        o      no licensing required

        o      D.C. operational

        o      remote status monitor

        o      complete diagnostics from factory

        o      7 plus years MTBF

        o      waterproof, modular design

        o      protocol transparent


<PAGE>

        o      highly cost effective

        o      secure transmission

        o      very high bandwidth capabilities

        o      compatible with all network interfaces

        o      eye-safe design

        o      certified CSA, UL, CDRH and CE

        Manufacturing  Strategy.  LaserWireless'  ongoing manufacturing strategy
will be designed to increase  capacity,  improve  quality,  and reduce costs. It
plans to gradually  increase its  production  in order to sustain its  projected
growth.  In any given year, its ability to reach its targeted  production  level
will depend upon,  among other  factors,  its ability to (i) continue to realize
production   efficiencies  at  its  existing   production   facilities   through
implementation  of innovative  manufacturing  techniques  and other means,  (ii)
successfully  implement production capacity increases in its facility, and (iii)
sell all of the products it can produce.

        LaserWireless  will not manufacture any of the parts it needs to produce
its products and it'll have to rely on outside suppliers to provide the rest.

        LaserWireless' income projections are as follows:
<TABLE>
<CAPTION>

                        LaserWireless Income Projections
                        --------------------------------

                           2000           2001          2002           2003
                           ----           ----          ----           ----
<S>                     <C>           <C>           <C>            <C>
Net Sales               $2,311,932    $5,064,740    $10,775,318    $20,599,640
Operating Costs
  and Expenses           2,018,832     4,001,145      7,679,160     10,923,880
                         ---------     ---------      ---------     ----------
Income (Loss)
  From Operations          293,100     1,063,595      3,096,158      9,675,760
Other income (Expenses)         --            --             --             --
Net Income (Loss)          293,100     1,063,595      3,096,158      9,675,760
</TABLE>

        Marketing Strategy. LaserWireless will conduct an aggressive advertising
and marketing  campaign to publicize its products.  LaserWireless  believes that
its potential  customers can best be reached through  advertising in trade shows
and direct marketing and on the Internet.

LaserWireless Facility

        LaserWireless'  executive offices and manufacturing facility are located
in  a  light  industrial  area  in  Lancaster,  Pennsylvania.  They  consist  of
approximately  10,500 square feet of leased space under a lease which expires in
January 2003.

Competition

        LaserWireless  believes  that  it is at the  forefront  in  the  design,
development and  manufacturing  of laser  communication  systems.  It emphasizes
quality, reliability, cost-effectiveness and timely delivery. Nonetheless, other
companies  are  engaged  in the  design,  development  and  manufacturing  laser
communication  systems which may be competitive  with  LaserWireless'  products.
Many  of  those  entities  have  substantially  greater  financial,   technical,
manufacturing,  marketing,  distribution or other resources than  LaserWireless.
LaserWireless'  profitability  will  depend  upon its  ability to compete in its
market area.


<PAGE>

Product Liability

        Although  LaserWireless  believes  its laser  systems  to be safe at any
distance, the sale of its products may expose LaserWireless to product liability
claims. It believes that its products are, and will be, safe and that it will be
able to obtain product liability insurance at a reasonable cost. However, in the
event of an uninsured or inadequately insured product liability claim, or in the
event of an indemnification claim by a third party,  LaserWireless' business and
financial condition could be materially adversely affected.

Regulation

        LaserWireless'  products and  business may be subject to federal,  state
and local regulations, including environmental regulations.  LaserWireless can't
calculate  exactly how much it will cost to comply with  government  regulation,
but it will try to ensure  that its  facilities  and  products  comply  with all
applicable  regulations  and standards.  In any event, it doesn't think that the
cost of compliance will materially affect its financial condition.

Management

        LaserWireless is currently managed by Richard Walter, its President.

Employees

        As of May 8, 2000,  LaserWireless  employed nine full-time employees and
one part-time  employee.  None of  LaserWireless'  employees is represented by a
union and management believes its employee relations are good.

Operating Results

        LaserWireless   began  operations  in  1999.  The  following   financial
information  summarizes the more complete  historical  financial  information of
LaserWireless  contained  elsewhere in this 10-K/A. The results in the following
table do not  necessarily  indicate  results  LaserWireless  will achieve in the
future.

                         LaserWireless Operating Results
                         -------------------------------
                                                 Year Ended December 31, 1999
                                                 ----------------------------
<TABLE>

Income Statement Data:
<S>                                                  <C>
Revenues                                             $         -
Research and Development                                 150,828
General and Administrative                               311,601
Depreciation                                               2,505
                                                       ---------
Loss from Operations                                    (464,934)
Other Income                                                   -
                                                       ---------
Loss Before Taxes                                       (464,934)
Income Taxes                                                   -
                                                       ---------
Net Loss                                                (464,934)
Accumulated Deficit, Beginning of Year                         -
                                                       ---------
Accumulated Deficit, End of Year (1)                    (464,934)
                                                       =========
Balance Sheet Data:
Total Assets (2)                                         264,565
Total Liabilities                                        729,399
Common Stock                                                 100
Accumulated Deficit                                     (464,934)
-------------------------------
</TABLE>

(1)     Before depreciation of any assets.
(2)     Net of accumulated depreciation and amortization.


<PAGE>
                              HEALTH PRODUCTS GROUP
                              ---------------------
Essentia Water, Inc.

Overview

        Essentia Water, Inc.  ("Essentia")  is a Woodinville,  Washington  based
bottled water marketing  company  acquired by NextPath on January 21,  2000. Its
principal  executive  offices  are  located at 24100 State Route 9 SE, Bldg.  A,
Woodinville,  Washington.   Its phone number  is (425) 488-9400.  Its website is
www.essentiawater.com.

Growth Strategy and Plan of Operations

        Essentia  is  engaged  in the  business  of  developing,  manufacturing,
packaging, and marketing bottled alkaline and electrolyte enhanced premium water
products  with  health  and  hydration  benefits.  Essentia  water is  initially
pre-filtered  and purified using reverse  osmosis and ozonation to achieve 99.9%
purity.  A  bio-available  electrolyte  formulation of  bicarbonate,  magnesium,
potassium,  sodium and  calcium is added and the water is then  processed  using
Essentia's ionic  separation  technology to increase its alkalinity to assist in
balancing the acidic  nature of American  diets and to aid in producing a smooth
taste. Key elements of its growth strategy include:

        Products.  Bottled in 20 oz., 1.0 liter and 1.5 liter recyclable  P.E.T.
(Polyethylene  Terephtalate)  bottles,  Essentia  water is  distributed  through
natural/health  food and retail grocery channels  (natural sets only) throughout
the United States. In addition to manufacturing bottled water products under its
own name,  Essentia bottles under private labels such as Wild Water(TM) for Wild
Oats Community Markets, the second largest national chain of health food stores;
BonH2O(TM) for The Bon Marche, a flagship brand of Federated  Department Stores;
and PETsMART.

        In  contrast  to so many  bottled  waters,  Essentia  avoids  the use of
"source"  water  from  springs,  glaciers,  mountains,  etc.  because  of  their
inconsistencies.  Instead,  Essentia's  unique process  involves first purifying
water to its essence through reverse osmosis, then adding nutrient minerals that
are more bio-available (absorbable) by the body.

        As a result,  no other  bottled water has the unique  biological  active
properties  of Essentia  Water.  Certified  lab analysis  verifies that Essentia
(compared  to other  bottled  waters)  provides  an  abundant  source  of active
hydrogen that "quenches free  radicals;"  has less cohesion  (better  saturating
water) thus promoting faster  hydration;  is higher in alkalinity (+/- 9.5) thus
assisting  the body in  maintaining  proper pH  balance by  neutralizing  acidic
conditions;  and  delivers  a  proprietary  formula of pure  minerals  for vital
cellular electrolyte replenishment.

        All these active  properties  enhance the body's innate  ability to heal
itself.  These unique processes mean Essentia can bottle Essentia Water anywhere
in the world,  consistently and within stringent quality assurance standards set
forth by  Essentia  while  incorporating  federal  and state  guidelines  as the
foundation.  Thus,  Essentia  Water is lab  certified,  user  endorsed  and 100%
satisfaction  guaranteed  to  ensure  consumer  trust  - an  important  part  of
continued purchases and long term brand loyalty.

        Product Research and Development.  Essentia believes that strong product
research and  development  capabilities  are essential to maintain a competitive
edge  with  its   products.   Essentia  is  committed  to  making   Essentia  an
international  brand.  Essentia realizes that a successful brand is not built by
accident,  but  requires  the brand to become the focal  point of the  company's
vision.  Essentia  has  gathered  a seasoned  team of  business  executives  and
industry  professionals  all  committed  to  research,  development  and product
engineering to further the Essentia vision.

        Target Markets.  Essentia currently  co-packs,  markets,  and sells high
alkaline  (pH) and  electrolyte  enhanced  bottled  water  under the brand  name
Essentia Water. Bottled in PET - 20 oz., 1.0 liter and 1.5 liter sizes, Essentia
Water is  distributed  through  natural/health  food  stores and retail  grocery
channels (natural sets only) throughout most of the United States.  Essentia has
developed a national distribution infrastructure for catalog and Internet sales,
which provides direct delivery to Essentia's  customers,  adding to its national
distribution capabilities.


<PAGE>

        Essentia Technology.  We believe Essentia Water is the only water of its
kind in the market  today.  Unlike  source waters  (spring,  glacier,  mountain,
etc.),  Essentia,  using its unique  process,  removes all foreign  minerals and
contaminates  commonly  known  as TDS  (total  dissolved  solids)  that  survive
standard filtration.

        Essentia  specifications require our water to be purified  to  three (3)
parts per million  (PPM) TDS.  Some  source  waters have been tested and contain
over 100 times more TDS than Essentia  Water.  The amount and class of TDS found
in source water as compared to Essentia  Water will change from bottle to bottle
giving little consistency to the water taste and profile.

        Once Essentia  Water is purified,  our  proprietary,  pure  electrolyte,
formulation is added.  This formulation  contains vital pure minerals  including
calcium, magnesium,  potassium, sodium and bicarbonates the human body requires.
Compared to source water,  these minerals can be easily assimilated by the body.
Additionally, our proprietary formulation is tasteless,  colorless, odorless and
water soluble.

        After the electrolytes  have been added, the purified water runs through
our proprietary  Ionic  Separation  Technology.  This  technology  separates the
water's  alkaline  ions  (negative  charged)  from  the  acidic  ions  (positive
charged).  Essentia bottles only the alkaline water we call "negative  charged."
Essentia  water has a pH level to +/- 9.5  compared  to source  water  having an
average  pH  level  of  7.0.  A  diagram  of  our   process   can  be  found  at
www.essentiawater.com.

        Marketing  Strategy.   Essentia's  marketing  strategy  is  designed  to
increase sales by (i) expanding its product lines,  (ii)  continuing to increase
its distribution  network, and (iii) adding a new east coast production facility
(co-packer).  In any given year,  its ability to reach its targeted  sales level
will depend  upon,  among  other  factors,  (i) its ability to obtain  financial
resources,  (ii) market acceptability of its new products, and (iii) its ability
to successfully increase its East coast production capacity.

        Financial Summary.  Since its inception in July 1998,  Essentia has seen
product  sales grow from 18,000 cases in the second half of 1998 to 75,000 cases
in 1999. Essentia expects sales of 200,000 cases in year 2000.
<TABLE>
<CAPTION>

Results of Operations:                         2000 (forecast)  2001 (forecast)
----------------------                        ---------------  ---------------
<S>                                              <C>              <C>
    Net Revenues                                 $ 3,111,300      $ 5,093,900
    Cost of Goods Sold                             1,929,400        2,995,900
                                              ---------------  ---------------
    Gross Profit                                   1,181,900        2,098,000
    Operating Expenses                             1,715,700        1,872,000
    Depreciation & Amortization                       86,700          111,200
                                              ---------------  ---------------
    Loss from Operations                            (620,500)         114,800
    Other Income (Expense), Net                       57,400           44,600
                                              ===============  ===============
    Net Income                                    $ (563,100)      $  159,400
    (Loss)                                    ===============  ===============
</TABLE>

        These  financial  forecasts  do not reflect an increase in net  revenues
from sources other than those derived by Essentia's normal course of business in
the natural and health foods channels, in both branded and private label product
sales.

Essentia Facility

        Essentia's  executive  offices are located in  Woodinville,  Washington,
which is located outside Seattle.  They consist of approximately 800 square feet
of leased  space under a lease  which is month to month.  Essentia is planning a
corporate  office move to Phoenix,  Arizona within the next 90 days.  Essentia's
current  business  strategy is to continue to "partner"  with  contract  packing
companies to produce its products under Essentia'a  product  specifications  and
quality   control   standards.   Essentia   believes   that   contract   packing
("co-packing")  provides the most flexibility and the least capital  investment.
Essentia  anticipates  having multiple plants  strategically  located around the
United States by the end of 2000. Currently Essentia's co-packers are California
Bottling  Company  located in  Roseville,  California  and  Renegade  of America
located in Glendale, Arizona.


<PAGE>

Competition

        Essentia  believes that Essentia  Water is the only water of its kind in
the market today.  However, many other water bottlers have substantially greater
financial,  technical,  bottling,  marketing or other  resources  than Essentia.
Essentia's  profitability  will depend upon its ability to compete in its market
area.

Product Liability

        The sale of its  products  may  expose  Essentia  to  product  liability
claims. It believes that its products are, and will be, safe and that it will be
able  to continue  to obtain  product liability  insurance at a reasonable cost.
However, in the event of  an uninsured or inadequately insured product liability
claim, or in the event of an indemnification claim by a third  party, Essentia's
business and financial condition could be materially adversely affected.

Regulation

        Essentia's  products and  business may be subject to federal,  state and
local regulations, including environmental regulations. Essentia can't calculate
exactly how much it will cost to comply with government regulation,  but it will
try to ensure  that its  facilities  and  products  comply  with all  applicable
regulations  and  standards.  In any event,  it  doesn't  think that the cost of
compliance will materially affect its financial condition.

Management

        Essentia is currently  managed by Kenneth  Uptain,  its Chief  Executive
Officer, and by James Tonkin, its President and Chief Operating Officer.

Employees

        As of May 8, 2000,  Essentia  employed five full-time  employees and one
part-time employee plus four contract consultants, two of whom are full-time and
two of whom are  part-time.  None of Essentia'a  employees is  represented  by a
union and management believes its employee relations are good.

        The  following  financial  information   summarizes  the  more  complete
historical financial information of Essentia contained elsewhere in this 10-K/A.
The results in the following table do not necessarily  indicate results Essentia
will achieve in the future.

                           Essentia Operating Results
                           --------------------------
<TABLE>
<CAPTION>

                                            Year Ended December 31,
                                           1999     (July-December) 1998
                                        ----------  --------------------
Income Statement Data:
<S>                                      <C>               <C>
Net Revenues                             $677,221          $174,401
Cost of Goods Sold                        499,755           199,468
                                          -------           -------
Gross Profit (Loss)                       177,466           (25,067)
Operating Expenses                        821,903           475,565
                                          --------          -------
Operating Loss                           (644,437)         (500,632)
Interest Expense                           43,713             2,948
                                          --------          -------
Net Loss                                $(688,150)        $(503,580)
                                          =======           ========
Balance Sheet Data:
Current Assets                           $263,964          $118,350
Property and Equipment-At Cost, Net       280,010           312,763
                                          -------           -------
Current Liabilities                       676,857           375,846
Paid In Capital                         1,058,847           558,847
Accumulated Deficit                    (1,191,730)         (503,580)
</TABLE>



<PAGE>

                        ENVIRONMENTAL TECHNOLOGIES GROUP
                        --------------------------------
Overview

        The  Environmental  Technologies  Group  ("ETG") was created in October,
1999,  is  headquartered  in  Tulsa,   Oklahoma,   and  is  concerned  with  the
acquisition,  development,  and application of specific,  environmentally-benign
technologies.

NextPath AES, Inc.

        In General. NextPath AES, Inc.  ("NAES"),  a wholly owned  subsidiary of
NextPath,  was formed in  November  1999.  AES  (Agro-Economic  Systems)  is the
acronym used to denote our self-sustaining, integrated agribusiness initiatives.

        Status and Mission.  Home-based in Tulsa, Oklahoma, NAES was established
to design, build, own, and operate AES facilities worldwide.  Our AES facilities
are being  designed to grow,  process,  and package  fresh produce and fish on a
continuous,  year-round basis. To the maximum extent possible,  produce and fish
are to be certifiable as "organically"  or "naturally"  grown in accordance with
national  organic  growing  standards.  Commercial  facilities  are  to  include
self-contained energy systems. Light, temperature,  humidity,  nutrient streams,
water  quality,  effluent,  and emissions at our AES  facilities are to be fully
controlled. Fish-tank water is to be used in plant nutrition ("aquaponics"), and
effluent  water from  plant-beds  and  processing  lines is to be  filtered  and
recycled. Waste products are to be recycled as fuel for the energy system.

        Design Productivity.  The target  design-productivity of our typical AES
facility  is to be  considerably  greater  than  that  of  known  hydroponic  or
aquaponic systems.  Production and processing is to occur on a continuous basis,
and AES  facilities  are to be able to schedule  just-in-time  (JIT) delivery of
fresh food to  retailers,  with  consequent  savings in cold  storage  costs and
reduction in spoilage.  Additionally,  production costs are to be reduced by not
having to accommodate harvesting and processing "surges." Thus, processing lines
can be smaller,  with fewer employees  needed for harvesting and processing.  At
the same time, technical tasks will be more sophisticated and varied,  requiring
a larger proportion of trained, salaried workers.

        Two Models.  Two models are being  developed:  a large-scale, commercial
version  and  a "community  food  security"  (CFS) model devised for  developing
economies.  Needful Provision, Inc. (NPI),  a  non-profit  organization  located
in Tahlequah, Oklahoma, which licenses proprietary  processes and sub-systems to
NextPath, has been engaged to develop the CFS model, test basic bio-systems, and
provide training for operations and technical personnel.

        Support  Entities.  A Tulsa  architectural  and construction  management
firm, Ragsdale and Associates, has been engaged to oversee facilities design and
engineering. A gasifier-based energy system, designed and built by Thermogenics,
Inc., Albuquerque,  New Mexico, has been selected for use at our AES facilities.
Our AES will employ proprietary aquaponics systems and technologies developed by
Agri-Covers,  Ltd.,  of  Gridley,  Illinois.  We have  negotiated  a  definitive
agreement to acquire the assets and  intellectual  property of Agri-Covers,  but
await funding to close the acquisition.

        Prototype  Commercial Facility. A number of potential Oklahoma sites are
being considered for the prototype  facility.  Upon completion of current design
and  engineering  work,  contracts  will  be let to  construct  and  equip  that
facility.

        Production and Installation Standards. AES facilities are to be built in
modules.  Each module is to represent a specific  set of growing and  processing
conditions and  production  objectives.  Energy  requirements,  and,  therefore,
self-contained  heating and  electrical  systems,  are to be sized  accordingly.
Modular  structures,  fixtures,  and  operating  equipment  are  to  incorporate
appropriate  ISO  9001,  ASME,  and  DIN  specifications.   Products,   outputs,
environmental  control  features,  and sizes of our AES facilities  will vary by


<PAGE>

market region.  Modular  structures and equipment sets are to be supplied in kit
configuration,  suitable for  containerized  shipment to foreign sites.  The AES
program envisions installation of facilities at land reclamation sites, in urban
locations,  in areas where severe climate prevents outdoor  cultivation,  and in
lesser-developed regions in order to enhance general nutrition. In some locales,
we may supplement  production through contract growers using  company-prescribed
techniques and systems under our supervision.

        Marketing Plan and Revenue  Sources.  Revenues are to come from the sale
of bulk and packaged  vegetables,  fish,  herbs,  plant oil extracts  (including
health-related  products), and ornamental plants. Facilities are to be sized for
economies of scale, with some  installations  requiring more than fifty acres of
installation  space.  Target profit margins of 25% or greater per year have been
projected for AES facilities in developed-nation configurations. These are to be
achieved through precise selection of the types of produce grown and value-added
processing.  Wholesale  lots are to be marketed  over the  Internet  and through
direct,  forward supply contracts to large retailers.  Some health-food  related
products are to be direct-marketed  through NextPath's Health Products Group. We
are studying the  possibility of marketing  fresh produce and fish via overnight
air delivery service.

        Estimated Near-Term Capital Requirements. We estimate that approximately
$14,000,000 will be required to implement our business plan for NAES in the near
term.

NextPath Environmental Services, Inc.

        In General.  NextPath Environmental Services, Inc. ("NES"), also located
in Tulsa,  Oklahoma,  was formed in November  1999 to develop,  sell,  own,  and
operate  systems  that  convert  waste  to  energy,   clean-up  water  and  soil
contaminated  by fuel,  oil,  and  chemical  spills,  provide  potable  water at
locations that have no water treatment  systems,  and provide  on-site  effluent
control,  filtration  and treatment  systems,  and, more  recently,  to acquire,
develop,  and market devices to drastically reduce exhaust emissions from, while
increasing the energy efficiency of, internal combustion  engines.  Two entities
are,  or  are  targeted  to  be,  included  under  the  NES  umbrella,  NextPath
Thermogenics, LLC and NextPath Separation Solutions, LLC.

        NextPath Thermogenics, LLC.
        ---------------------------

        In General.  NextPath Thermogenics,  LLC (the "Thermogenics,  LLC") is a
limited  liability  company owned 51% by Thermogenics,  Inc.,  Albuquerque,  New
Mexico,  and owned 49% by NES. The  Thermogenics,  LLC designs,  fabricates  and
sells proprietary  gasification systems that use virtually any hydrocarbon-based
waste product as fuel to create a low-temperature, high-quality gas.

        Technology  Base.  This  gas is  known as  "producer  gas" or  "syngas".
Depending  on  the  design  of  the  system,  the  gas  can be  either  low-  or
medium-heating  value.  The  process  involves a first  stage  high  temperature
decomposition  without combustion in a low-oxygen  environment.  The system uses
neither a  combustion  process nor  incineration.  Further,  when  coupled to an
engine,  gas  turbine  or  boiler,  there  are no  gaseous  emissions  from  the
gasification  system and  therefore  the system can meet  rigorous  air  quality
standards.  This gas can be cleanly burned,  liquefied, or used in a bio-process
to produce ethanol. The Thermogenics,  LLC is actively pursuing opportunities in
this regard with existing  process  equipment and catalyst  suppliers as well as
with waste  generators and academic  research  facilities.  Typically,  this gas
would be combusted  to produce heat for heat  exchangers  or steam  boilers,  or
directly  fed to an  internal  combustion  or gas  turbine  engine  linked to an
electricity  generation  device.  Thus,  these units can be used for small-scale
electrical power generation (co-generation). For these reasons, the Thermogenics
unit was selected as the on site energy  system for  NextPath's  AES  facilities
(see above).  The unit itself has no regulated  emissions.  Inert solid residues
from the reaction  process can be safely  land-filled or mixed with a binder and
used as a paving or building material.

        Mission.  The purpose of the  Thermogenics,  LLC is to build,  own,  and
operate waste-to-energy systems installed for specific waste disposal and energy
generation  tasks.  This normally  would involve  multiple  units  configured to
handle various waste streams,  including municipal solid waste (MSW),  discarded
tires, oil sludge, trap grease, animal wastes, plant residues,  dewatered sewage
sludge,  coal tailings,  textile waste,  automobile  shredder waste,  industrial
wastes such as paint  sludge and used oils,  food  processing  wastes,  and wood
products  waste.  After removal of larger metallic  solids,  these wastes can be
batched or blended, depending upon energy output requirements.


<PAGE>

        Peripheral  Equipment  Requirements  While  Thermogenics,  Inc.  is  the
provider and manufacturer of patented gasification systems that form the core of
the Thermogenics, LLC's waste-to-energy business, complete projects will utilize
equipment from a variety of  international  manufacturers  for the processing of
waste and the  conversion of the gas produced by the  gasification  systems into
different forms of energy. This could include shredders, grinders, a briquetting
system, various conveyor systems, internal combustion engines configured for use
with liquid  petroleum or natural gas, gas turbines,  electrical  generators and
turbo-alternators    steam   boilers,    heat-exchangers,    distillation    and
bio-conversion units (ethanol production) and other peripherals.

        System Control,  Safety,  and Standards.  Waste-to energy and peripheral
systems are to be electronically  controlled  through desktop  computers,  using
proprietary control logic,  circuit boards, and software.  All systems are to be
equipped with automated safety and shut-down  systems.  Facilities and equipment
designed and supplied by the  Thermogenics,  LLC are to be compliant  with local
environmental  regulations.  The  Thermogenics,  LLC has  committed to bring its
equipment and facilities  into  conformance  with ISO 9000 and 9001 standards at
the earliest possible date.

Project Types and Bases

        Build, Own, Operate (BOO). This type of project is to be a long-term (10
years or more) commitment by the Thermogenics,  LLC to design, build and operate
a  waste-to-energy  facility.  Typically a local  partner  will be involved  and
contribute  a portion  of the  equity,  while  Thermogenics,  LLC  provides  the
majority of the funding. Long-term contracts for the supply of the waste and for
the sale of energy would be involved. In most cases the land for the facility is
supplied  under a lease  agreement  with the customer with only a nominal rental
fee. In some cases  improvements to the site are  cost-shared  with the customer
and landowner.

        Build-Own-Operate-Transfer  (BOOT). A BOOT project is similar to the BOO
project,  except that there would be a predetermined time in the future, usually
3 to 5 years when ownership  would be  transferred to a governmental  or private
entity. The Thermogenics, LLC would usually continue to operate and maintain the
facility under a long-term contract with the new owner.

        Turn-Key  With a Management  Contract.  This project type would allow an
owner  to  place a single  contract  for the  entire  facility,  sometimes  even
including the site preparation and civil work, and the  Thermogenics,  LLC would
serve  as  General  Contractor,  working  with  local  contractors,  to  design,
construct,  install and start-up the entire plant. The Thermogenics,  LLC could,
at the owner's option, facilitate construction financing, with full payment made
when the  installation  and start-up phase is completed and the plant is in full
operation. The Thermogenics, LLC could then, under a long-term contract with the
owner,  be responsible for operation and maintenance of the facility on a fee or
cost-plus basis.

        Straight Turn-Key. While less attractive to the Thermogenics,  LLC, this
form of project could be expedient when special financing conditions,  or a need
for the technical skills dictate.  In this instance the Thermogenics,  LLC would
be paid progress payments during the design and construction  phases,  and fully
paid off when the plant is accepted and ready to begin full operation. Completed
facilities  would remain  under the  Thermogenics,  LLC service and  maintenance
agreements for an indefinite period. Operators would be trained and certified by
the Thermogenics, LLC.

        Development  Plan.  The  initial  development  plan  envisions  10 to 12
projects  in  the  Western  United  States  and  Europe.  Project  costs  to the
Thermogenics,  LLC include  manufacture  and  procurement of systems and related
equipment, and the hiring and training of operators. Some foreign projects could
involve  co-ventures  with  waste  management  and  power  companies.   In  some
instances,   bank  financing  and  economic  development  incentives  have  been
proffered.  The  Thermogenics,  LLC is  exploring a number of public and private
project finance options.

        Revenue Sources.  Revenues are to be derived from on-site waste disposal
contracts;  tipping fees (fees for the handling of  waste--some  running to more
than $400 per ton of waste received);  contract  management of the Thermogenics,
LLC provided waste-to-energy facilities;  consulting services for purpose-design
of facilities to dispose of particular  wastes or produce  energy for particular
industrial purposes (for example, an ethanol plant, a foundry, AES facilities, a
sugar plant, and a wood products plant);  generation of electrical power (in the
range of  approximately  three to 20 megawatts);  generation of heat for central


<PAGE>

steam heating systems; production of derivative fuels including liquid petroleum
gas and  ethanol/methanol;  other byproducts (including ash, carbon dioxide, and
carbon monoxide);  and the sale or leasing of complete systems.  Rates of return
for these operations are being assessed; however, the Thermogenics, LLC criteria
for  acceptance  of  contract  proposals  includes a  requirement  of  projected
internal rates of return on equity greater than 20%.

        Estimated Near-Term Capital Requirements. We estimate that approximately
$16,000,000   will  be  required  to  implement   the  business   plan  for  the
Thermogenics, LLC in the near term.

        NextPath Separation Solutions, LLC.

        In  General.   NextPath  Separation  Solutions,   LLC  (the  "Separation
Solutions,  LLC")  is a  limited  liability  company  owned  51%  by  the  Lewis
Corporation (Tetra, Separation Systems, LLC), Pocatello, Idaho, and owned 49% by
NES.

        Technology  Base.  Tetra,   Separation  Systems,   LLC  /Lewis  designs,
fabricates,  and sells  proprietary  oil-water  separation and soil  remediation
systems that feature  patented and  proprietary  components.  These  systems are
transportable  (skid-mounted) or mobile,  and are capable of on-site clean-up of
petroleum  and  chemical  spills,  with  accompanying   on-site  restoration  of
contaminated soils as required.  Systems are automated for two-person operation.
Independent  laboratory  test  results  disclose  that these  systems can reduce
petroleum  contamination in soil to less than 100 parts per million and volatile
organic  compounds  (VOC's)  to trace  levels in a  single-pass  operation.  Oil
contamination   in  water  can  be  virtually   eliminated  in  a  single  pass.
Demonstrations have been successfully conducted for environmental protection and
quality authorities.

        Mission.  The Separation  Solutions,  LLC has been formed to build, own,
and operate these systems for contract clean-up and remediation.  Operations can
involve  three  systems,  the sump system,  the soil system,  and the  oil-water
system.  Operating  systems  would be  installed  at clean-up  sites such as gas
stations and fuel depots,  environmental cleanup zones,  industrial waste dumps,
waste transfer stations, and landfills.

        Development Plan. Two production model systems are already in operation.
The initial  development  plan envisions  equipping 18 operating  locations with
sump systems.  This includes  manufacturing  and  procurement of the systems and
related equipment,  localized marketing efforts,  and the hiring and training of
operators.  Initial target markets include the western and southwestern  regions
of the United States.  This plan would be accelerated to accommodate  additional
domestic and European markets that have been  identified.  Depending upon market
conditions,  and demand, the Separation Solutions,  LLC is prepared to establish
up to 200 operating sites within the first seven years.

        Revenue Sources.  Revenues are to be derived from on-site water and soil
cleanup contracts. For example, a sump system operating at an average rate of 50
gallons  per minute can  process  24,000  gallons  per  8-hour  day.  Processing
contracts,  typically  bring an  average  of $1 per gallon on a range of $.50 to
$1.50 per gallon.  Therefore,  the Separation  Solutions,  LLC projects  average
operating-day  revenue  per sump  system to be  approximately  $24,000,  or $5.4
million per year if operated for 225 days per year. Current projections indicate
potential average margins exceeding 40% beginning in the third year.

        Estimated Near-Term Capital Requirements. We estimate that approximately
$17,000,000  will be required to implement the business  plan of the  Separation
Solutions, LLC in the near term.

NextPath Bio-Products Research; Needful Provision, Inc.

        In General.  Applications  research is to be  sponsored  by all NextPath
entities; however, the main bio-product development arm for the company is to be
Needful Provision,  Inc, ("NPI"), an Oklahoma based non-profit organization that
licenses proprietary systems and processes to NextPath. David Nuttle, NextPath's
Chairman and interim  President and CEO, is also President,  CEO and Chairman of
NPI and the inventor of the proprietary  technology owned by NPI and licensed to
NextPath.  The scope of NPI  operations  for NextPath  remains  proprietary  and
budgets for grants and  research  contracts  to NPI are included in those of the
operating companies. NPI has been previously,  or is now, engaged in cooperative


<PAGE>

research  activities  with  Oklahoma  State  University,  North  Carolina  State
University/Research  Triangle  Institute,  and  the  National  Renewable  Energy
Laboratory. NextPath has a first right-of-refusal for commercialization of NPI's
products and processes. Some of NPI's development work on our behalf includes:

        o      development  of  genetic  stocks  of  fish,  plants,  and  micro-
               organisms for AES operations;

        o      applied research into photo-flash  methods for stimulating  plant
               growth;

        o      applied  research  into the production and refinement of biofuels
               from fresh water micro-algae;

        o      applied   engineering  of  effluent  control  systems using  bio-
               filtration  and vegetative filter beds;

        o      applied  research  and  engineering of aquaculture and hydroponic
               systems;

        o      applied research into the nutritional properties of high-protein,
               naturally   occurring   grains   and  "ethno-botanicals"  (plants
               cultivated  and  used  for  nutrition  and  medicinal purposes by
               indigenous peoples);

        o      applied research into lipid/oil extraction from  vegetation   and
               micro-organisms;

        o      applied  research  into  the  natural  enhancement and control of
               nutrients for hydroponic plants and aquaculture fish;

        o      training  curricula  and  contract training for AES operators and
               technicians; and

        o      information compendia for bio-systems development.

                          INTERNET AND E-COMMERCE GROUP
                          -----------------------------
PriMedium, LLC

        On June 12, 1999,  NextPath  signed an Option  Agreement with PriMedium,
LLC, a Dallas,  Texas,  based  software  development  firm that  specializes  in
creating websites for Internet sales and purchase  ordering.  One of the primary
reasons NextPath signed the Option Agreement was to develop the means for direct
sale of NextPath and its subsidiaries' products and sales over the Internet with
all of  NextPath  websites  linked.  Among  other  terms,  the Option  Agreement
provides that NextPath  would pay  $1,500,000,  issue 600,000 shares of NextPath
common stock,  and grant an annual royalty payment of ten percent (10%) based on
the pre-tax profits of PriMedium to the equity owners of PriMedium. Although the
shares were issued by NextPath at the direction of our former President and CEO,
neither  the Option  Agreement  nor the  issuance  of the stock was known to, or
approved  by,  the  Board.  We are  reevaluating  whether or not to enter into a
definitive  agreement and there can be no assurances that one will ultimately be
consummated.

US CertifiedLetters LLC

        US  CertifiedLetters   LLC  ("USCL")  was  formed  for  the  purpose  of
licensing,   developing   and   commercializing   proprietary   technology   for
transmitting instruments by certified mail via the Internet or other medium (the
"C-mail Technology") in the continental United States, Alaska and Hawaii. C-mail
Technology  will  enable  postal  customers  to send  certified  mail  over  the
Internet.  On April 3, 2000,  NextPath signed a definitive  agreement to acquire
20% of USCL. The purchase price will consist of a combination of cash and stock,
of which  NextPath has advanced  $2,750,000.  The parties expect to complete the
acquisition by June 4, 2000.  There are no assurances that this transaction will
be closed within the anticipated timeframe or that it will close consistent with
terms of the initial agreement.

        USCL provides electronic  business-to-business  and business-to-consumer
mail services,  and has developed Internet  technologies to provide new and more
efficient mail processing capabilities to consumers, particularly in the area of


<PAGE>

certified  mail.  USCL  believes it is the first and only  company to be granted
approval by the USPS to provide  certified mail processing  services online.  In
1998, the U.S.  Postal Service  processed  510,878,000  pieces of certified mail
(according  to the USPS website,  www.usps.gov,  and 1998 annual  report).  USCL
expects to capture a portion of this market.

        Through  its  proprietary  web  site,  www.USCertifiedLetters.com,  USCL
believes that it will be one of the most reliable  ways to send  certified  mail
within the continental United States, Alaska and Hawaii.  William T. Carter, the
Manager  and  founder of USCL,  has also  developed  www.globalcertifiedpost.com
(GCP) for overseas certified mail delivery.

        USCL's   licensed  new  generation  of   proprietary,   patent  pending,
information  software,  Automated  Certified  Mail, has been test  marketed,  is
approved by the USPS and is ready to mass market.  This software allows the user
to  create a  letter  (or  insert  one from a word  processing  program)  at the
www.USCertifiedLetters.com.  site,  pay on-line,  and then send the letter.  The
automated certified mail system verifies the address,  adds the barcode,  prints
and folds the letter, and automatically  completes the certification  forms with
just a few clicks of a mouse.  The customer can expect a return receipt within 4
to 6 days, compared to the average of 10 to 12 days for manual processing.

Global Certified Mail

        Global  Certified Mail,  Inc.  ("GCM") was formed by NextPath in October
1999 to commercialize the same proprietary  electronic certified mail system for
areas outside the continental United States,  Alaska and Hawaii. Many businesses
and  organizations in other countries  require  verification of mail delivery to
the United  States,  but  traditional  delivery  methods are  expensive and time
consuming.

        On April 3,  2000,  NextPath  signed  an  agreement  to  exchange  a 20%
interest  in GCM  for a  license  from  William  T.  Carter  to use  his  C-mail
Technology  to enable global postal  customers to send  certified  mail over the
Internet  outside of the  continental  United  States,  Alaska and  Hawaii.  The
Company will  maintain an 80% ownership  interest in GCM. The parties  expect to
complete this  transaction  by June 4, 2000.  There are no assurances  that this
transaction  will be closed  within the  anticipated  timeframe  or that it will
close consistent with terms of the initial agreement.

        USCL is currently  developing  the web site to be used by GCM, where the
process  will be similar  to that of  www.USCertifiedLetters.com.  However,  all
letters  will  be  processed  at one  facility  in  Birmingham  into a  standard
certified letter, making the "point of origin" for the letter a point within the
United States,  rather than a foreign city.  This will reduce the delivery time,
speed return  receipts,  and reduce costs compared to the current  alternatives.
GCM intends initially to target multinational businesses, financial institutions
and law firms in Europe.

        USCL recently chose IBM Global  Services  (NYSE:  IBM) and  ITC^DeltaCom
(Nasdaq: ITCD) to design, manage and host both the new USCL site.

                                   INVESTMENTS
                                   -----------
United Paper, Inc.

        We own 1,000  shares of  non-voting  Series A Preferred  Stock of United
Paper, Inc., a Texas corporation ("United Paper"), for which we paid $1,000,000.
Each  share of Series A  Preferred  Stock has the  right to  priority  mandatory
cumulative dividends of $120 per year.

        United  Paper  is  an  independent   paper  distributor  to  newspapers,
publishing  companies,  printers and catalog houses. It is the resulting company
of the August 10, 1999 merger of All-Pro  Paper of Texas,  Crown  Converting  of
Texas,  G.B.  Goldman  Paper of  Philadelphia, and The Paper Group of Chicago on
August 10, 1999.

        All Pro and The Paper Group are merchant wholesalers that currently sell
paper in the South Central and Mid Western United States.  These  company's have
the  ability to  repackage,  cut and  customize  paper for  shipment.  They sell
groundwood  newsprint,  groundwood  coated free sheet,  and coated free sheet to
printers and end users.


<PAGE>

        G.B.  Goldman is a paper  wholesaler  that  specializes in uncoated free
sheet,  coated free sheet, and coated  paperboard.  The company has a successful
history of selling in job lot quantities and providing  competitive  value added
services to the paper merchant and converter trade.

        Crown  Converting,  with  locations in  Philadelphia  PA, Lufkin TX, and
Nashville TN, can handle a full range of converting  needs including  rewinding,
slitting, and sheeting.

        North American Paper  was acquired by  United Paper in December 1999 and
is a paper merchant  wholesaler  selling  to  publishing,  catalogs,  and  other
periodicals.   The  company  specializes  in  full  graphic,  print,  and  paper
solutions.  Advantage Paper was acquired by United Paper in February 2000 and is
a printer direct seller, handling commodity offset and paper board.

GroupNow, Inc.

        On November  24,  1999 we signed a  Subscription  Agreement  to purchase
1,000,000  shares of Series A Convertible  Preferred Stock in VentureNow,  Inc.,
(now  known  as  GroupNow,  Inc.)  at a price  of $10 per  share.  The  Series A
Convertible  Preferred  Stock has voting  powers per share  equal to  GroupNow's
Common Stock.  However, the holders of the Series A Convertible  Preferred Stock
are entitled,  as a class, to receive seventy percent (70%) of any dividend paid
by GroupNow,  Inc. prior to conversion.  Holders of the Series A Preferred Stock
will share dividends paid by GroupNow,  Inc., if any, ratably in accordance with
their   percentage   ownership   within  the  class  of  Series  A   Convertible
Stockholders.   Each  share  of  Series  A  Convertible   Preferred  Stock  will
automatically convert to one share of Common Stock under certain  circumstances.
As of December 31, 1999, we had paid $1,500,000 to GroupNow,  Inc. in accordance
with the  terms  of the  Subscription  Agreement.  Therefore,  as of this  date,
NextPath  owns 15% of the  Series A  Convertible  Preferred  Stock.  We have not
decided  whether  or not we will  acquire  the  remaining  85% of the  Series  A
Convertible Preferred Stock for $8,500,000 and there can be no assurance that we
will acquire the remaining stock.

        GroupNow,  Inc.  is  a  non-operating  holding  company,  the  operating
subsidiaries  of which are VentureNow,  LLC,  VentureNow  Holdings,  LLC and Now
Securities, LLC.

        VentureNow,  LLC is a venture  capital  investment firm focusing on late
stage investments in Information  Technology and Internet focused companies.  In
addition  to its  proprietary  funds,  VentureNow  plans to  develop  additional
private equity funds targeted toward  different stages of investment (e.g. early
stage,  second stage,  etc.) in its target sectors.  The company plans to derive
revenue  from  turnover  of  its  proprietary  investments  and  from  fees  for
management of the planned private equity funds.

        VentureNow  Holdings,  LLC has been  established  to act as the  general
partner of the  proposed  private  equity funds for which  VentureNow,  LLC will
serve as  manager.  VentureNow  Holdings,  LLC plans to derive  revenue  through
capital gains on its investments and the general  partner's share of any carried
interest  of the  private  equity  funds  for  which it plans to act as  general
partner.

        Now Securities,  LLC is a financial advisory and investment banking firm
in  development.  It currently  focuses on advising  emerging  growth  companies
regarding   corporate   structuring  and   development,   as  well  mergers  and
acquisitions.

LATelco International, Inc.

        On August 10, 1999, we purchased 666,666 Units in the capital of LATelco
International, Inc. ("LATelco") for $100,000, each Unit consisting of one common
share and one non-transferable  share purchase warrant authorizing the holder to
purchase one common share at a price of $0.15 per share on or before  August 10,
2000. There can be no assurance that we will exercise our warrants.

        LATelco, a corporation  continued under the laws of the Turks and Caicos
Islands,  is  headquartered  in San Antonio,  Texas.  Its stock is traded on the
Canadian  Venture Stock  Exchange under the symbol "LTO." It maintains a website
at http://home.flash.net/~latelco. LATelco was organized in 1993 for the purpose
of developing wireless communications systems and providing specialized wireless


<PAGE>

services.  Its  principal  business  lines include the design,  manufacture  and
operation  of wireless  data  systems  and  networks  incorporating  proprietary
software and equipment developed by LATelco.

ITEM 2. PROPERTIES

        Our executive  offices are located at 1615 N. 24th West  Avenue,  Tulsa,
Oklahoma. We occupy approximately 6,000 square feet of space on a month to month
lease.  This space is shared with NextPath AES, Inc.

        Each  of our subsidiaries  maintains  executive office and manufacturing
facilities, as the case may be, as  described  in Item 1.  Business.  We believe
that our facility and those of  our subsidiaries  are adequate for our and their
current needs.

ITEM 3. LEGAL PROCEEDINGS

        NextPath and its former  President,  James R. Ladd, are two of the named
defendants  in the case of Tim McMurray vs. James R. Ladd,  Robert Wehle et al.,
District Court of Dallas County,  Texas (No.  00-00170)  filed January 10, 2000.
The  action  alleges  "tortious  interference  with  existing  and/or  potential
business   relations,"  "civil   conspiracy,"  and  negligence  and  also  seeks
injunctive  relief.  NextPath  believes that this action is wholly without merit
and intends to vigorously defend it.

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

        No matters  were  submitted  to a vote of  security  holders  during the
quarter ended December 31, 1999.

                                     PART II

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

Market  Information

        The Company's  authorized common equity securities  consist of par value
$0.001 common stock.

        From January 27, 1998 until July 23,  1999,  our common stock was quoted
on the OTC Bulletin  Board under the symbol  "HYPE."  Since July 23,  1999,  our
common stock has been quoted on the OTC Bulletin  Board under the symbol "NPTK."
Prior to January 27, 1998, there was no established public market for our common
stock.  The  following  table sets forth the high and low closing bid prices per
share of our common  stock for each full  quarterly  period  during the two most
recent fiscal years as reported by the OTC Bulletin Board:
<TABLE>
<CAPTION>

                                                                 High      Low
                                                                 ----      ---
        Year Ended December 31, 1998
<S>                                                            <C>       <C>
                First Quarter .............................     $ N/A    $ N/A
                Second Quarter ............................       .50      .38
                Third Quarter .............................       .44      .38
                Fourth Quarter ............................       .63      .38
        Year Ended December 31, 1999
                First Quarter .............................     $1.00    $ .44
                Second Quarter ............................      2.38      .88
                Third Quarter .............................      7.00     1.93
                Fourth Quarter.............................     25.00     7.00
</TABLE>

        Bid prices for the OTC Bulletin Board reflect  inter-dealer  prices,  do
not include retail mark-ups,  mark-downs and commissions, and do not necessarily
reflect actual transactions.



<PAGE>

Holders

        As of May 8, 2000, there were 1,234 shareholders of record of our common
stock.  On May 8, 2000,  the last reported sale price of our common stock on the
OTC Bulletin Board was $3.56 per share.

Dividends

        We haven't  declared or paid any  dividends  on our common  stock in the
past,  and  we  don't  anticipate  declaring  or  paying  any  dividends  in the
foreseeable future. We intend to retain future earnings,  if any, to reinvest in
our business.  Any future  determination  as to the  declaration  and payment of
dividends will be at the discretion of our board of directors and will depend on
then  existing  conditions,   including  our  financial  condition,  results  of
operations, capital requirements,  business prospects, and such other factors as
the board deems relevant.

Recent Sales of Unregistered Securities

        On March 17, 2000, James Ladd,  NextPath's  Chairman,  President,  Chief
Executive  Officer and Treasurer,  resigned due to persistent  problems with his
health.  On March 30,  2000,  Douglas  McClain,  a member of  NextPath's  Board,
resigned for personal  reasons.  Since that time,  our new  management  team and
reconstituted  Board has been using  their best  efforts to  ascertain  the full
extent to which NextPath,  at the direction of Messrs.  Ladd and McClain without
notice to the Board and without Board approval, may have sold securities, or may
have  benefited  from the sale of our stock held by Messrs.  Ladd,  McClain  and
others,  since January 27, 1998,  which were not registered under the Securities
Act  of  1933.  As of May 8,  2000,  we are  aware  of the  following  sales  of
unregistered  securities and transactions involving securities which were issued
in exchange for property,  services,  or other securities.  The transactions set
forth  below  are not  intended  to be all  inclusive  and  there  may be  other
transactions,  the  exact  facts  and  details  of which  we are  investigating.
However,  should other  transactions be discovered,  they will be disclosed,  if
required, in an amended 10-K or other appropriate report.

        (a)    Compact Power Merger.  In connection  with our acquisition of all
               of the  issued and  outstanding  common  stock of  Compact  Power
               International,  Inc. on January 27, 1998, we issued approximately
               5,480,000  shares of  restricted  common  stock to the  following
               shareholders  of  Compact  Power  ("CP")  in  a   stock-for-stock
               transaction for shares of CP:
<TABLE>
<CAPTION>

                                 Name                   Shares        CP Shares
                                 ----                   ------        ---------
<S>                                                  <C>                <C>
                     James R. Ladd                   4,223,000          1,175
                     Mary W. Harrison                  580,000            150
                     Joseph P. Kane                    387,000            100
                     Willow Holdings, Inc.             290,000             75
                                                       -------          -----
                             Total                   5,480,000          1,500
</TABLE>

               This   transaction  was  exempt  from   registration   under  the
               Securities  Act  pursuant  to Section  4(2) on the basis that the
               transaction did not involve a public offering.

        (b)    First  1998  504  Offering.  On  February  1,  1998,  we  offered
               1,500,000  shares of common  stock for $.25 per share to  certain
               qualified investors in a private placement.  This transaction was
               exempt from the  registration  requirements of the Securities Act
               pursuant to Section 3(b) and Rule 504 of Regulation D.

        (c)    Second 1998 504 Offering. On March 10, 1998, we offered 1,100,000
               shares of common  stock for $.25 per share to  certain  qualified
               investors in a private  placement.  This  transaction  was exempt
               from the registration requirements of the Securities Act pursuant
               to Section 3(b) and Rule 504 of Regulation D.

        (d)    1999 504  Offering.  On  January 1,  1999,  we offered  1,500,000
               shares of common  stock for $.40 per share to  certain  qualified
               investors in a private  placement.  This  transaction  was exempt
               from the registration requirements of the Securities Act pursuant
               to Section 3(b) and Rule 504 of Regulation D.


<PAGE>

        (e)    Regulation  S  Transaction.  During  1999,  we  sold  and  issued
               approximately  1,365,000  shares of  restricted  common stock for
               approximately $15,430,000 to European investors. This transaction
               was exempt from the  registration  requirements of the Securities
               Act as an offshore transaction pursuant to Regulation S.

        (f)    NPI License.  On September 23, 1999, we issued  500,000 shares of
               restricted  stock to Needful  Provision,  Inc. as required by our
               License Agreement with NPI dated June 1, 1998.

        (g)    Sagebrush Acquisition.  In connection with our acquisition of all
               140,000   shares  of   outstanding   common  stock  of  Sagebrush
               Technology, Inc. ("Sagebrush") on December 14, 1999, we paid cash
               and  issued   600,000   shares  of  common   stock  to  the  four
               shareholders of Sagebrush in exchange for their restricted common
               stock  in  Sagebrush.   This  transaction  was  exempt  from  the
               registration  requirements  of the  Securities  Act  pursuant  to
               Section 4(2) on the basis that the  transaction did not involve a
               public offering.

        (h)    Willow Acquisition. In connection with our acquisition of all 200
               shares of the outstanding  common stock of Willow Systems Limited
               ("Willow") on November 2, 1999,  we paid cash and issued  500,000
               shares of  restricted  common  stock to the two  shareholders  of
               Willow  in  exchange  for  their  common  stock in  Willow.  This
               transaction was exempt from the registration  requirements of the
               Securities  Act  pursuant  to Section  4(2) on the basis that the
               transaction did not involve a public offering.

        (i)    Reflex LLC Purchase Agreement. In connection with our acquisition
               of Willow, we also acquired complete ownership of its subsidiary,
               Reflex  LLC.  On November  2, 1999,  we issued  50,000  shares of
               restricted  common  stock to the owner of one-third of Reflex LLC
               for his interest in Reflex.  This transaction was exempt from the
               registration  requirements  of the  Securities  Act  pursuant  to
               Section 4(2) on the basis that the  transaction did not involve a
               public offering.

        (j)    LaserWireless Acquisition.  In connection with our acquisition of
               all 100  shares of the outstanding common stock of LaserWireless,
               Inc. ("LaserWireless") on  October 18,  1999,  we  paid  cash and
               issued  100,000 shares  of  restricted common  stock  to the sole
               shareholder of Laser Wireless in  exchange  for his common  stock
               in LaserWireless.  In  addition,  we  placed  300,000  shares  of
               restricted  common  stock  in  a  Restricted  Stock  Plan for the
               benefit of the employees of LaserWireless.  This  transaction was
               exempt from the registration requirements  of the  Securities Act
               pursuant to  Section 4(2) on  the basis  that the transaction did
               not involve a public offering.

        (k)    NextWave   Photonics   Acquisition.   In   connection   with  our
               acquisition of all 200 shares of the outstanding member interests
               of  NextWave Photonics,  LLC  ("NextWave")  on  November 2, 1999,
               we  issued  50,000  shares  of  restricted  common  stock to John
               Hodges,  an  equity  owner  of  NextWave,  in  exchange  for  his
               membership interest in NextWave. This transaction was exempt from
               the  registration  requirements of the Securities Act pursuant to
               Section 4(2) on the basis that the  transaction did not involve a
               public offering.

        (l)    IC Holdings Agreement. On May 6, 1999, we issued 60,000 shares of
               restricted  common  stock  to IC  Holdings  III,  LLC as  partial
               compensation for investor relations services to be provided by IC
               Holdings to us. This transaction was exempt from the registration
               requirements  of the  Securities  Act pursuant to Section 4(2) on
               the basis that the transaction did not involve a public offering.

        (m)    IPA Consulting Agreement.  We issued 550,000 shares of restricted
               common stock to International Profit Associates,  Inc. as partial
               compensation for consulting  services to be provided by IPA to us
               pursuant to a Consulting Agreement dated September 15, 1998. This
               transaction was exempt from the registration  requirements of the
               Securities  Act  pursuant  to Section  4(2) on the basis that the
               transaction did not involve a public offering.


<PAGE>

        (n)    Essentia  Water,  Inc. In connection  with our acquisition of all
               3,657,966  shares of outstanding  common stock of Essentia Water,
               Inc. ("Essentia") on January 21, 2000, we issued $7,654,294 worth
               of  our  restricted   common  stock   (585,760   shares)  to  the
               shareholder  of Essentia in exchange  for its common  stock.  The
               transaction was exempt from the registration  requirements of the
               Securities  Act  pursuant  to Section  4(2) on the basis that the
               transaction did not involve a public offering.

        (o)    PriMedium,  Inc.  On or about  July 12,  1999,  NextPath,  at the
               direction  of James Ladd,  issued  800,000  shares of  restricted
               stock to the owners of PriMedium,  Inc., notwithstanding that the
               issuance had not been brought to the attention of the Board,  let
               alone authorized by the Board. We are reevaluating whether or not
               to  enter  into  a  definitive  agreement  and  there  can  be no
               assurances that one will ultimately be consummated.

        (o)    Consulting  Agreements.  We now  believe  that  NextPath,  at the
               direction  of Mr. Ladd,  restricted  common stock was issued to a
               number  of  individuals  and  entities   pursuant  to  consulting
               agreements, including but not limited to, the following:
<TABLE>

                    Name                                            Shares
                    ----                                            ------

<S>                                                               <C>
                    Douglas McClain                               5,000,000
                    W.O.W. Consulting Group                      11,000,000
                    BLISS Unlimited, Inc.
                     (Interplex Capital & Equity Corp)            2,500,000
                    Affiliated Communications Co.                 1,700,000
</TABLE>

        (p)    Compact Power Limited. In April 2000, we issued 250,000 shares of
               restricted  common stock with  piggyback  registration  rights to
               Compact Power Limited as consideration  for the Mutual Release of
               a Franchise  Agreement we entered into with Compact Power Limited
               on June 1, 1998. The transaction was exempt from the registration
               requirements  of the  Securities  Act pursuant to Section 4(2) on
               the basis that the transaction did not involve a public offering.

ITEM 6. SELECTED FINANCIAL DATA

        Prior to our merger  with  Compact  Power  International  on January 27,
1998,  we had no operating  history.  Since that merger,  we have been  involved
primarily in activities  related to the  acquisition  of our  subsidiaries.  Our
subsidiaries also have limited operating histories.  Sagebrush Technology,  Inc.
(NM)  was  incorporated  on April  1,  1991;  Willow  Systems  Limited  (NM) was
incorporated on May 23, 1996; Essentia water, Inc. (WA) was incorporated on June
30, 1998; and Laser  Wireless,  Inc. was  incorporated on March 2, 1998, but was
inactive until May of 1999.

        The following  sets forth selected  consolidated  financial date for the
periods indicated.  The selected consolidated  financial data were derived from,
and should be read in conjunction with, our Consolidated Financial Statements:
<TABLE>
<CAPTION>

                                                          Fiscal Year
                                                 1999          1998       1997
                                             ------------   ----------    -----
<S>                                            <C>          <C>           <C>
Revenue                                        $   356,157  $       -     $  -
Cost of Goods                                      235,788          -        -
Gross Profit                                       120,369          -        -
Expenses                                        33,079,957    528,142
Net Loss from Operations                       (32,958,588)         -        -
Net Loss                                       (36,768,153)  (528,142)       -
Net Loss Per Share                                   (2.22)     (.069)   (.000)
</TABLE>

<PAGE>

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

Overview

        We don't have any significant  operating  history other than that of our
wholly  owned  subsidiaries.  We  currently  derive all of our revenue  from the
operations  of our wholly  owned  subsidiaries  and from our other  investments.
During 1999, most of our efforts have been directed to the raising of sufficient
capital to finance our operations and costs  associated with the negotiation and
closing of acquisition  agreements with our subsidiaries.  We intend to continue
to  identify  and  pursue  acquisitions  which  provide  attractive   investment
opportunities,  particularly  when  we  can  add  value  through  our  technical
expertise.   Our   operating   expenses   are   comprised  of  our  general  and
administrative overhead and the expenses of our subsidiaries.

        We intend to provide our subsidiaries with sufficient funds so that they
can  grow  their  businesses   nationally  and  internationally  by  effectively
developing,  marketing and expanding their  products,  services and market base.
However,  absent an infusion of equity capital or financing on terms  acceptable
to us,  we do not  believe  that we have the  liquidity  and  capital  resources
necessary  to  operate  our  business  and  those  of our  subsidiaries  for the
foreseeable future. We are actively engaged in negotiations with debt and equity
sources and we will continue to purse all such options on an aggressive basis.

Results of Operations

        In 1999,  we incurred a net loss of $36,768,153.   In 1998 we incurred a
net loss of $528,142.  See our Consolidated Financial Statements.

Liquidity and Capital Resources

        We do not believe that our existing  working  capital,  the  anticipated
revenues  of our  subsidiaries,  and the  anticipated  revenues  from our  other
investments  will be sufficient to fund our cash  requirements and capital needs
for the  foreseeable  future.  See ITEM 1.  BUSINESS.  The extent of  additional
financing  needed will depend on the success of our  business and our ability to
identify and pursue additional  acquisitions that provide attractive  investment
opportunities.   While  to  the  extent   possible  we  intend  to  fund  future
acquisitions  primarily with our common stock, most acquisitions  require that a
portion  of the  consideration  be in the  form  of  cash.  If we  significantly
increase the operations of our subsidiaries or our  acquisitions  beyond planned
levels or if our  revenues  are lower than  anticipated,  our cash needs will be
increased.  In addition, our future capital requirements will depend on a number
of other factors,  including the level of our product  research and development,
the level of market  acceptance of our goods and services,  and the  feasibility
and extent of international expansion.

        Competition  from  larger  and more  established  companies  may  hamper
marketability.  NextPath and its subsidiaries may face intense  competition from
similar, more  well-established  competitors,  including national,  regional and
local companies possessing substantially greater financial, marketing, personnel


<PAGE>

and other  resources than  NextPath.  NextPath may not be able to market or sell
its products if faced with direct product  competition from these larger or more
established companies.

        Patents, trademark protection and proprietary marks. Notwithstanding any
potential registration of patents and certain trade names with the United States
Patent Office and the United States Trademark Office, there is no assurance that
NextPath or its subsidiaries  would be able to enforce against use of any of the
proprietary  products or marks of its  subsidiaries.  There is also no assurance
that NextPath will be able to prevent competitors from using the same or similar
products,  names,  marks,  concepts or appearances of it or its  subsidiaries or
that it will have the financial resources necessary to protect its marks against
infringing use.

        Issuance  of future  shares  may  dilute  investors'  share  value.  The
Articles of  Incorporation  as amended of NextPath  authorizes  the  issuance of
100,000,000  shares of common stock.  The future  issuance of all or part of the
remaining  authorized  common  stock may result in  substantial  dilution in the
percentage of our common stock held by our then existing shareholders. Moreover,
any common stock issued in the future may be valued on an arbitrary basis by us.
The  issuance  of our  shares  for  future  services  or  acquisitions  or other
corporate  actions may have the effect of diluting  the value of the shares held
by investors, and might have an adverse effect on any trading market.

        Current trading market for the Company's securities. Our common stock is
traded on the OTC Bulletin  Board  operated by Nasdaq under the symbol NPTK. The
NASD has  implemented  a change in its rules  requiring  all  companies  trading
securities on the OTC Bulletin  Board to be  registered as a reporting  company.
The Company was required to become a reporting  company by the close of business
on December 15, 1999. NextPath effected the merger with Epilogue on November 11,
1999 and became a successor issuer thereto in order to comply with the reporting
company requirements implemented by the NASD.

        Penny Stock  Regulation.  Our common  stock may be deemed a penny stock.
Penny stocks generally are equity securities with a price of less than $5.00 per
share other than securities  registered on certain national securities exchanges
or quoted on the Nasdaq Stock  Market,  provided  that current  price and volume
information  with respect to  transactions in such securities is provided by the
exchange or system.  Our  securities  may be subject to "penny stock rules" that
impose additional sales practice  requirements on  broker-dealers  who sell such
securities to persons other than established  customers and accredited investors
(generally  those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000  together with their spouse).  For transactions  covered by
these rules, the broker-dealer must make a special suitability determination for
the  purchase of such  securities  and have  received  the  purchaser's  written
consent  to  the  transaction  prior  to the  purchase.  Additionally,  for  any
transaction  involving a penny  stock,  unless  exempt,  the "penny stock rules"
require  the  delivery,  prior  to the  transaction,  of a  disclosure  schedule
prescribed by the SEC relating to the penny stock market. The broker-dealer also
must  disclose  the  commissions  payable  to  both  the  broker-dealer  and the
registered  representative and current  quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information  on the
limited  market in penny  stocks.  Consequently,  the  "penny  stock  rules" may
restrict the ability of  broker-dealers  to sell our  securities.  The foregoing
required  penny  stock  restrictions  will not apply to our  securities  if such
securities  maintain a market price of $5.00 or greater.  As of the date of this
10-K/A,  the trading price of our common stock is less than $5.00 per share, and
there can be no assurance  that the price of our  securities  will exceed such a
level.

        We are currently  operating at a loss.  Until the recent  acquisition of
Sagebrush,  Willow, LaserWireless and Essentia, we had no operations or revenues
and we borrowed  funds or sold our  securities to begin our  operations and fund
our  acquisitions.  Our  ability to develop  operations  is  dependent  upon our
ability to acquire companies for which we will need to raise capital through the
placement of our  securities or from other debt or equity  financing.  If we are
not able to raise such  financing or to obtain  alternative  sources of funding,
management will be required to curtail operations. There is no assurance that we
will be able to continue to operate if additional sales cannot be generated.

        We have a limited operating  history.  We have only a limited history of
operations which to date have not been profitable. Our operations are subject to
the risks and  competition  inherent in the  establishment  of a relatively  new
business  enterprise.  There can be no assurance that future  operations will be
profitable.  Revenues and  profits,  if any,  will depend upon various  factors,
including market acceptance of its concepts,  market awareness,  reliability and


<PAGE>

acceptance of the  Internet,  dependability  of its  distribution  network,  and
general  economic  conditions.  There is no  assurance  that we will achieve our
expansion  goals and the  failure  to achieve  such goals  would have an adverse
impact on us.

        Possible inability to finance acquisitions.  In transactions in which we
agree to  acquire a  company  for cash,  we will have to locate  financing  from
third-party  sources such as banks or other  lending  sources or we will have to
raise cash through the sale of our  securities.  There is no assurance that such
funding  will be  available  to us when  required to close a  transaction  or if
available on terms acceptable to us.

        Operation  of  LaserWireless   business  involves  the  use  of  lasers.
LaserWireless  utilizes lasers.  Although the lasers are of relatively low power
and to be located in  unpopulated  areas such as rooftops and although the laser
devices are marked with "hazard" signs, there can be no assurance that passersby
will not cross the path of a laser,  causing damage to the eyes or causing other
health hazards.

        Unforeseen risks of acquired  companies.  Companies that may be acquired
by us or with which we enter into business  relationships  may face  competition
from more-established or better financed companies. In addition, any one or more
of these  companies may produce or  manufacture  equipment,  technology or other
goods that pose inherent  risks in production or operation.  It is impossible to
foresee these risks herein, but we will consider such risks before entering into
any business combination.

        Our  acquisition  program  may  lead to  uncertain  liabilities.  We are
currently  engaged in an active  acquisition  program.  Although we evaluate all
potential acquisitions, the acquisition of going concerns could potentially lead
to the acquisition of the target  company's  liabilities,  including  patent and
trademark  infringement  claims,  product liability  claims,  breach of contract
claims,  or shareholder  derivative  claims.  There can be no assurance that any
companies that we acquire are free of potential liabilities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        See "Index to Financial  Statements and  Schedules"  included on page 39
for information required under this Item 8.

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

        Crouch, Bierwolf & Chisholm, Certified Public Accountants, whose address
is 50 West Broadway,  Suite 1130,  Salt Lake City,  Utah 84101,  the independent
accountant  which was  previously  engaged as the principal  accountant to audit
NextPath's  financial  statements,  was dismissed on February 8, 2000 so that we
could engage the services of Gray & Northcutt Inc.  Crouch,  Bierwolf & Chisholm
stated in its report on the  financial  statements  of NextPath for the past two
years  (1997 and 1998)  that they were  prepared  assuming  that  NextPath  will
continue as a going concern and the report contained the firm's opinion that the
Company's   recurring  operating  losses  and  lack  of  working  capital  raise
substantial doubt about its ability to continue as a going concern. The decision
to change accountants was recommended and approved by our Board of Directors.

        During  our two  most  recent  fiscal  years,  there  have  not been any
disagreements  with  Crouch,  Bierwolf  & Chisholm  on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

        We  provided  Crouch,  Bierwolf  & Chisholm  with a copy of the  Current
Report on Form 8-K prior to its filing with the SEC and  requested  that Crouch,
Bierwolf  &  Chisholm  furnish  us with a letter  addressed  to the SEC  stating
whether it agrees with the  statements  made in the  Current  Report on Form 8-K
and,  if not,  stating the  respects  in which it does not agree.  The letter of
Crouch,  Bierwolf & Chisholm is attached as an exhibit to the Current  Report on
Form 8-K filed with the SEC February 14, 2000.

        Weinberg & Company, P.A., Certified Public Accountants, whose address is
6100  Glades  Road,  Suite 314,  Boca  Raton,  Florida  33434,  the  independent
accountant which was previously engaged as the principal accountant to the audit
financial  statements of Epilogue  Corporation,  with whom we merged on November


<PAGE>

12, 1999, was dismissed on February 8, 2000 so that  NextPath,  as the surviving
corporation  in the merger,  could engage the services of Gray & Northcutt  Inc.
Weinberg  &  Company  audited  the  balance  sheet of  Epilogue  Corporation  (a
development  stage  company)  as of June 7, 1999 and the related  statements  of
operations,  changes is stockholder's  equity and cash flows for the period from
June 4, 1999 (inception) to June 7, 1999. The decision to change accountants was
recommended and approved by our Board.

        There  have not been any  disagreements  with  Weinberg & Company on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

        We provided Weinberg & Company with a copy of the Current Report on Form
8-K prior to its  filing  with the SEC and  requested  that  Weinberg  & Company
furnish us with a letter addressed to the SEC stating whether it agrees with the
statements  made in the  Current  Report on Form 8-K and,  if not,  stating  the
respects  in which it does not  agree.  The  letter of  Weinberg  &  Company  is
attached as an exhibit to the  Current  Report on Form 8-K filed with the SEC on
February 14, 2000.

        On  February  8,  2000,  Gray &  Northcutt,  located in  Oklahoma  City,
Oklahoma, was engaged by us to audit the consolidated balance sheets of NextPath
and its wholly-owned subsidiaries.  Other than concerning its engagement, we had
not consulted with Gray & Northcutt Inc. prior to February 8, 2000.

        On  March 23,  2000,  Gray &  Northcutt,  Inc.  resigned  from the audit
engagement  of NextPath  effective  that date.  Gray &  Northcutt,  Inc.  agreed
to complete  its audits  of our  subsidiaries,  Laser  Wireless,  Inc.,   Willow
Systems, Inc. and Sagebrush Technology, Inc.

        In its resignation letter, Gray & Northcutt, Inc. stated as follows: "In
the course of performing  our work, we have  concluded  that NextPath  lacks the
internal   controls   necessary  for  the  development  of  reliable   financial
statements.  Further,  information  has come to our  attention  that leads us to
conclude  that we  should  not  rely  upon  the  representations  of  NextPath's
management in place during the period covered by this audit".

        We do not disagree  with the  statements  of Gray &  Northcutt,  Inc. In
response to these  statements (i) we retained Robert Woodward as Chief Financial
Officer;  (ii) Mr.  Woodward has taken over our financial  books and records and
accounts;  (iii) our bank accounts are being moved from our Hillsborough,  North
Carolina headquarters to its new headquarters in Tulsa,  Oklahoma;  (iv) we have
retained  the services of an  accountant  to organize  our  financial  books and
records;  (v) we have  adopted the  financial  management  plan  proposed by Mr.
Woodward;  (vi) our Audit  Committee  has been  filled  with  three  independent
directors;  (vii) we have accepted the  resignations  of James Ladd,  our former
President,  CEO and Chairman, and of Douglas McClain, a former director;  (viii)
we engaged Crouch,  Bierwolf & Chisholm,  our former  auditors,  to complete the
audit of the Company begun by Gray & Northcutt, Inc. so that the Form 10-K/A for
the fiscal year ended December 31, 1999, the 10-Q for the period ended March 31,
2000, and all required amended Form 8-K's can be filed as soon as possible;  and
(ix) three new directors have been elected to the Board.

        We provided Gray & Northcutt,  Inc. with a copy of the Current Report on
Form 8-K prior to its filing with the SEC and  requested  that Gray & Northcutt,
Inc.  furnish us with a letter  addressed  to the SEC stating  whether it agrees
with the statements made in the Current Report on Form 8-K and, if not,  stating
the respects in which it does not agree. The letter of Gray & Northcutt, Inc. is
attached as an exhibit to the Current Report on Form 8-K dated April 3, 2000.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The following table lists the names,  ages and all positions held by our
directors and executive officers as of May 8, 2000.


<PAGE>


       Name                   Age                  Position
       ----                   ---                  --------
David A. Nuttle                63     Chairman, Interim President and Chief
                                      Executive Officer, Secretary
Frederic F. Wolfer, Jr.        61     Vice President and Assistant Secretary
Robert Woodward                50     Director and Chief Financial Officer
Charles A. Gourd               51     Director
Kenneth E. Sweet               47     Director

        Mr.  Nuttle,  who had been a director  since January 1998, was appointed
Chairman and interim President and Chief Executive Officer on March 17, 2000. He
has over 40 years of economic and business  development  experience.  Since June
1995,  Mr. Nuttle has been  Chairman,  President and Chief  Executive  Office of
Needful  Provision,  Inc., a 503(c)(3) charity,  which has licensed  proprietary
technology to us.

        Mr. Wolfer joined us in October 1999 as Vice  President.  He was elected
President of the Environmental  Technologies  Group on April 1, 2000. From April
1998 to August 1999, Mr. Wolfer was a Consultant to NextPath. From February 1997
to December  1997,  he was a Country  Representative  for  Citizens  Network for
Foreign Affairs.  From March 1991 to February 1997, Mr. Wolfer was President and
Chief Executive  Officer of Controlled  Environment  Technologies,  Inc., a sole
proprietorship  consulting firm. Mr. Wolfer received a BA from the University of
North Carolina in 1960 and a M.A. from Central  Washington  State  University in
1973.

        Mr.  Woodward  became Chief  Financial  Officer of NextPath on March 17,
2000.  He was  elected a  director on April 1, 2000.  Since  1999 he has  been a
Business Consultant at International  Profit  Associates.  Mr. Woodward has over
twenty-five  years  of  management  consulting,  public  accounting  and  senior
management experience concentrated in the areas of strategic business  planning,
corporate  financial  management,   business   infrastructure  development   and
administrative and operations  management.  From 1996 to 1999, Mr. Woodward  was
an Independent Business  Consultant.  From 1989 to 1996,  he was Chief Financial
Officer  for  Q-Com  Corporation,  a  California  environmental  high technology
manufacturing company.   Mr.  Woodward  received a BBA  degree  in 1972 from St.
Francis College, New York and an MBA degree in 1978 from Long Island University,
New York.

        Dr. Gourd has been a Director since March 17, 2000.  From August 1995 to
October  1999, he was Special  Assistant to the Principal  Chief of the Cherokee
Nation.  From September 1993 to August 1995, Dr. Gourd was Director of Bilingual
Education  at Keys  Elementary  School in Park  Hill,  Oklahoma.  Dr.  Gourd has
extensive academic and professional  background in the practical  application of
Anthropology for purposes of economic development.  His professional  background
includes economic development in third world countries, as well as work with the
U.S.  State  Department on  multi-lateral  Trade  Agreements,  development of an
international  Free-Trade  Zone,  and is Fellow in the  Entrepreneurial  and MBA
Programs at Babson College in Boston,  Massachusetts  Dr. Gourd received his PhD
from the  University  of Kansas in 1984, a M.A.  degree from the  University  of
Oklahoma in 1976, and a BS degree in History from Northeastern  State University
in 1971.

        Mr. Sweet has been a director  since March 17, 2000.  Mr. Sweet has over
nine years of executive director experience in management  consulting,  business
valuation,  mergers and acquisitions,  and financial  advisory  services.  Since
1991, Mr. Sweet has been the Executive  Director of Consulting  Services and one
of  the  in-house  counsel  to  International   Profit   Associates   (IPA),  an
international  consulting firm. He has supervising and/or directing in excess of
21,000  client  engagements  to date.  Prior to joining IPA, he was President of
Windbrook Securities,  Inc., a broker/dealer,  and The Compass Investment Group,
Inc.,  registered as a Commodity  Trading  Advisor (CTA).  Mr. Sweet also worked
from  1981-1987  at E.F.  Hutton & Company,  Inc.  as an Account  Executive.  He
received a BS in both Business  Administration and Accounting,  graduating Magna
Cum Laude from the  University  of San Diego in 1974.  He also  received a Juris
Doctorate degree from Western State College of Law in December 1977.

ITEM 11 EXECUTIVE COMPENSATION

Summary Compensation Table

        The following  summarizes,  for the fiscal years  indicated,  and to the
knowledge of current  management,  the principal  components of compensation for
our Chief Executive Officer and our only other executive officer.  Mr. Ladd, our
Chief Executive Officer and President, was our only employee in 1998.


<PAGE>

<TABLE>
<CAPTION>

                                                               Long Term Compensation
                                                           ----------------------------
                               Annual Compensation               Awards         Payouts
                           -----------------------------   -------------------- --------
                                                                       Securities
                                                  Other                Under-lying            All
                                                  Annual   Restricted    Options/   LTIP     Other
Name and Principal                                Compen      Stock        SARs    Payouts  Compen-
Position                    Year   Salary   Bonus -sation    Award(s)                (1)     sation

-------------------------- ------ -------- ------ -------- ----------  ----------  -------  -------
James R. Ladd
<S>                         <C>       <C>     <C>      <C>   <C>              <C>      <C>       <C>
  Former Chairman,          1999       --     --       --                     --       --        --
  President (2)             1998       --     --       --                     --       --        --
Richard F. Wolfer, Jr.      1999  $150,000                   100,000
  Vice President (3)
-----------------------
</TABLE>

(1)     Creativity Incentive Plan.
(2)     Mr. Ladd  resigned on March 17, 2000.  To our knowledge as of this date,
        he did not receive any compensation in the years indicated.
(3) Mr. Wolfer was employed on November 1, 1999.

Options/SAR Grant In Last Fiscal Year

        Our  executive  officers were not granted any options or SARs during our
last fiscal year.

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values

        Our executive officers have not been granted any options or SARs.

Employment Agreements

        Mr. Wolfer has a five year  employment  agreement with us. It expires in
2004.

Compensation of Directors

        We anticipate  paying reasonable and customary fees to our directors who
are not officers for their services as directors and for  attendance,  in person
or by  telephone,  at  each  meeting  of the  board  of  directors,  but not for
committee  meetings.  Officers  who are  also  directors  will  not be paid  any
director fees.

Restricted Stock Plan

        As  part  of  the  consideration  we  paid  for  all  of  the  stock  of
LaserWireless,  Inc., we placed 300,000  shares of restricted  common stock in a
Restricted Stock Plan for the benefit of the employees of LaserWireless, Inc. An
employee  will  become  vested  with  respect  to the  shares  of  common  stock
represented  by  his  or her  Restricted  Stock  Award  Agreement  on the  fifth
anniversary of the date of the grant,  provided he or she continuously serves as
an employee of  LaserWireless,  Inc. or another of our subsidiaries at all times
beginning with the date of the grant and ending on the fifth  anniversary of the
grant.

Stock Option Plan

        We recognize the need to implement,  and we intend to propose and submit
to our  shareholders,  a stock option plan so that we may attract and retain the
high  quality  employees,  consultants  and  directors  necessary  to build  our
infrastructure  and to provide  ongoing  incentives to our employees by enabling
them to participate in our success.

401(k) Plan

        We  anticipate  that we will  adopt an  employee  investment  plan under
Section 401(k) of the Code.


<PAGE>

Creativity Inventive Plan

        In order  to  encourage  and  reward  creativity,  we will  establish  a
Creativity Incentive Plan in 2000. Employees who develop materials,  inventions,
discoveries,  improvements  and designs will be eligible to  participate  in the
fruits of their  inventiveness over and above any salary and other benefits they
may derive from their employment.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        We have not issued any preferred  stock.  The following table sets forth
certain  information  regarding the ownership of our common stock,  as of May 8,
2000, by (i) each director and nominee for director;  (ii) each of our executive
officers; (iii) all of our executive officers and directors as a group; and (iv)
all those  known by us to be  beneficial  owners  of more than 5% of our  common
stock:

<TABLE>
<CAPTION>

Name and Address of                  Shares Benefically            Percentage
 Beneficial Owner                         Owned (1)                  Owned
-------------------                  ------------------            ----------

Directors and Executive Officers

<S>                                      <C>                           <C>
David A. Nuttle (2)                        475,000                      1%
114 South Churton Street, Suite 101
Hillsborough, NC 27278

Frederic F. Wolfer, Jr.                    100,000                      *

Charles A. Gourd                                --

Kenneth E. Sweet (3)                        56,907                      *

Robert Woodward

All executive officers and directors
as a group (5 persons)                     631,907                      1.5%

5% Shareholders

James R. Ladd (4)                        2,263,000                      5.4%
7106 Sunrise Road
Chapel Hill, NC 27514

W.O.W. Consulting Group                  6,467,877                     15.0%
18352 Dallas Parkway, #136-440
Dallas, TX 75287
-----------------------
</TABLE>

*       Less than one percent.

(1)     Beneficial  ownership is determined in accordance  with the rules of the
        SEC and generally  includes  voting or investment  power with respect to
        securities.  Shares of common  stock  subject  to  options  or  warrants
        currently  exercisable  or  convertible,  or  exercisable or convertible
        within  60 days of  September  30,  1999,  are  deemed  outstanding  for
        computing the  percentage  of the person  holding such option or warrant
        but are not deemed outstanding for computing the percentage of any other
        person.  Except as indicated in the footnotes to this table and pursuant
        to applicable  community  property  laws, the persons named in the table
        have sole  voting and  investment  power  with  respect to all shares of
        common stock beneficially owned.

(2)     Mr. Nuttle  is Chairman  and  President  of Needful Provision,  Inc.,  a
        501(c)(3) charitable corporation in whose name this stock is registered.

(3)     Mr. Sweet has the  contractual  right to acquire an  additional  109,453
        shares  of  500,000  shares  currently  held  by  International   Profit
        Associates, with whom he has an agreement.

(4)     Mr.  Ladd's  daughter,  McGinnis  Ladd,  and his son,  Joshua Ladd,  own
        250,000 and 500,000 shares of common stock respectively.  We do not know
        if  Mr.  Ladd  claims  any  beneficial  interest  in the  shares  of his
        children.


<PAGE>

Number, Terms and Election of Directors

        The number of directors is currently  set at seven.  Each  director will
serve for a term of one year or until the next annual meeting at which directors
are elected.  In the election of directors,  each stockholder is entitled to one
vote for  each  share of  common  stock he  holds.  There  are  currently  three
vacancies on our Board of Directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Directors and Executive Officers

        Loans.  As of  December 31, 1999,  we owed  Joshua Ladd  $1,570,250  for
advances made on our behalf.   Joshua Ladd  is the son of James Ladd, our former
Chairman, President and Chief Executive Officer.

        Other  Transactions.  Mr.  Ladd's  departure as Chairman,  President and
Chief Executive  Officer,  Mr.  McClain's  departure as a Director,  and various
transactions by NextPath which occurred while they were affiliated with NextPath
in those  capacities  and which were not  reported to the Board,  but which were
recently  brought  to the  attention  of the  Board,  have  caused  the Board to
establish a Special  Committee which will review all transactions  engaged in by
NextPath since January 27, 1998. The effects of the  transactions to be reviewed
and their  materiality to our financial  condition and our operations  cannot be
fully  assessed until the Special  Committee has completed its review.  However,
once the  review  has been  completed,  we will  report  any and all  reportable
transactions to the SEC and our shareholders.

        Director,  Officer and Ten Percent  Stockholder  Securities  Reports. We
understand,  and have so advised our  officers and  directors,  that the Federal
securities  laws require  them, as well as persons who own more than ten percent
of our stock,  to file with the SEC initial  reports of ownership and reports of
changes in ownership of our stock owned by them.  We are aware of the  following
filings during 1999:
<TABLE>
<CAPTION>

                        Name                    Date        Filing
                        ----                    ----        ------
<S>                                           <C>          <C>
        James Ladd                            12/21/99      Form 3
        Frederic F. Wolfer, Jr.               11/24/99      Form 3
        David A. Nuttle                       11/24/99      Form 3
        TPG Capital Corporation               12/13/99     SC 13G/A
</TABLE>

        Based  solely on our  review of the  copies of the  reports we have been
furnished,  it appears that (a) except for Mr. McClain,  all of the officers and
directors  filed a Form 3 as  required,  (b) Messrs.  Ladd and McClain  have not
filed  a Form 4 or a Form  5, if  required,  (c) no  greater  than  ten  percent
beneficial  owners made any  required  filings,  and (d) Mr.  Nuttle,  if deemed
required to do so, did not file a Form 5 indicating  the  disposition  of 25,000
shares of stock by Needful  Provision,  Inc. ("NPI").  Mr. Nuttle has advised us
that he will file a Form 5,  notwithstanding  that the stock is owned by NPI and
he has no beneficial ownership interest in it.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

FINANCIAL STATEMENTS

        (a) and (d)   Financial Statements

        See "Index to Financial Statements and Schedules on page 39.

        (b)  Reports  on Form 8-K filed  during  the last  quarter of the period
        covered by this report.

        We filed a Form 8-K on November 12, 1999,  which reported the closing of
        an Agreement and Plan of Merger between Epilogue Corporation and related
        matters.


<PAGE>

        We filed a Form 8-K on December 13, 1999, which reported our acquisition
        of Willow Systems Limited.

        We filed a Form 8-K on December 23, 1999, which reported our acquisition
        of Sagebrush Technology, Inc.

        We filed a Form 8-K on December 28, 1999,  which amended the Form 8-K we
        filed on  November  12,  1999 to  reflect  the  stock  ownership  of our
        officers and directors and those persons known to us to beneficially own
        more 5% of our stock.

        (c)    Exhibits

        See "Exhibit Index" at X-1.


<PAGE>


                                   SIGNATURES

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

                 NEXTPATH TECHNOLOGIES, INC.

                 /s/ David A. Nuttle                              May 16, 2000
                 -----------------------------
                 David A. Nuttle
                 Chairman, Interim Chief Executive Officer
                 and President (principal executive officer)


                 NEXTPATH TECHNOLOGIES, INC.

                 /s/ Robert Woodward                              May 16, 2000
                 Robert Woodward
                 Vice Chairman and Chief Financial Officer
                 (principal financial and accounting officer)

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

/s/ David A. Nuttle      Chairman of the Board of Directors        May 16, 2000
--------------------
David A. Nuttle

/s/ Kenneth Sweet        Director                                  May 16, 2000
--------------------
Kenneth Sweet

/s/ Robert Woodward      Director                                  May 16, 2000
--------------------
Robert Woodward

/s/ Charles Gourd        Director                                  May 16, 2000
-------------------
Charles Gourd



<PAGE>

                          NextPath Technologies, Inc.
                    ( Formerly, Hyperion Technologies, Inc.)
                        Consolidated Financial Statements
                           December 31, 1999 and 1998





















<PAGE>
                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                                           Page
Financial Statements                                                      Number
---------------------                                                     ------

Independent Auditor's Report............................................    F-3
Consolidated Balance Sheets.............................................    F-4
Consolidated Statements of Operations...................................    F-5
Consolidated Statements of Stockholders' Equity.........................    F-6
Consolidated Statements of Cash Flows...................................    F-7
Notes to Consolidated Financial Statements .............................    F-8





Schedules

        All  schedules  are  omitted  because  they  are not  applicable  or the
required information is shown in the financial statements or notes thereto.



<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of
NextPath Technologies, Inc.

We have  audited  the  accompanying  consolidated  balance  sheets  of  NextPath
Technologies,  Inc. (a Delaware corporation) and subsidiaries as of December 31,
1999  and  1998  and  the  related   consolidated   statements  of   operations,
stockholders'  equity and cash flows for the years ended December 31, 1999, 1998
and  from  inception  on  June  27,  1997  through   December  31,  1997.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial  statements  based  on our  audits.  We did not  audit  the  financial
statements  of  Laser  Wireless,  Inc.,   Willow  Systems,  Inc.  and  Sagebrush
Technology,  Inc.  (the subsidiaries),  all  wholly  owned  subsidiaries   which
statements reflect total assets of $1,300,131 as of December 31, 1999, and total
revenues of  $356,157  for  the  periods of  acquisition  through  December  31,
1999.  Those  statements  were  audited  by other auditors whose report has been
furnished to us,  and  our  opinion,  insofar  as  it  relates  to  the  amounts
included  for  the  subsidiaries,  is  based  solely  on the report of the other
auditors.

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

In our  opinion,  based on our  audits  and the  report  of other  auditors  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material  respects,  the financial position of NextPath  Technologies,  Inc. and
subsidiaries  as of December 31, 1999 and 1998 and the results of its operations
and cash flows for the years ended December 31, 1999 and 1998 and from inception
on June 27, 1997 through December 31, 1997 in conformity with generally accepted
accounting principles.


The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  As discussed in Note 2, the Company's
recurring  operating losses and lack of working capital raise  substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to those matters are also  described in Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
May 12, 2000



<PAGE>



                           NextPath Technologies, Inc.
                           Consolidated Balance Sheets

                                     Assets
<TABLE>
<CAPTION>

                                                December 31,     December 31,
                                                    1999             1998
                                               -------------     ------------

Current assets
<S>                                             <C>               <C>
  Cash                                          $   658,837       $        -
  Accounts receivable (net of allowance
    Of $41,480)                                     282,051                -
  Inventory                                         138,057                -
  Prepaid expenses                                   42,674                -
  Advances to shareholders                            6,487                -
  Advances & notes receivable (net of
    allowance of $1,235,075)(Note 12)             3,260,161                -
                                                 ----------        ---------
Total Current Assets                              4,388,267                -
                                                 ----------        ---------

Property & Equipment, Net (Note 3)                  535,179            3,359
                                                 ----------        ---------

Other Assets
  Investments (Note 9)                            2,600,000                -
  Goodwill (Note 1)                              17,883,754                -
  Deposits                                            4,250                -
                                                 ----------        ---------
Total Other Assets                               20,488,004                -
                                                 ----------        ---------
  Total Assets                                  $25,411,450       $    3,359
                                                 ==========        =========

                      Liabilities and Stockholders' Equity

Current Liabilities
  Bank overdraft                                          -            5,397
  Accounts payable                                  384,148           40,904
  Accrued expenses                                  192,654                -
  Deferred taxes (Note 1)                            14,882                -
  Notes payable (Note 7)                             19,950                -
  Notes payable - related party (Note 8)          3,435,919           68,650
                                                 ----------        ---------
Total Current Liabilities                         4,047,553          114,951

Stockholders' Equity
   Common Stock, authorized
     100,000,000 shares of $.001 par value,
     issued and outstanding 37,136,430 and
     8,356,843 shares, respectively                  37,136            8,357

   Additional Paid in Capital                    58,623,056          408,193
   Deficit Accumulated During the
   Development Stage                            (37,296,295)        (528,142)
                                                 ----------         --------
Total Stockholders' Equity                       21,363,897         (111,592)
                                                 ----------        ---------
Total Liabilities and Stockholders' Equity      $25,411,450        $   3,359
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>

                          NextPath Technologies, Inc.
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                                 From inception
                                                                   On June 27,
                                         For the Year Ended       1997 through
                                            December 31,          December 31,
                                        1999            1998          1997
                                    ------------    ------------  -------------

<S>                                  <C>             <C>            <C>
Revenues:                           $   356,157      $        -    $         -

Cost of Goods                           235,788               -              -
                                    ------------    ------------   ------------

Gross Profit                            120,369               -              -

Expenses:

  General and administrative          3,830,344         528,142              -
  Consulting                         25,309,111               -              -
  Research & Development              2,334,392               -              -
  Bad Debt                            1,605,110               -              -
                                   -------------    ------------   ------------
    Total Expenses                   33,078,957         528,142              -
                                   -------------    ------------   ------------

Net Loss from Operations            (32,958,588)              -              -

Other Income/(Expense)

  Interest Income                         5,982               -              -
  Dividend Income                        16,813               -              -
  Loss on Investments                (3,832,360)              -              -
                                   -------------    ------------   ------------

Net Loss                           $(36,768,153)    $  (528,142)   $         -
                                   =============    ============   ============

Net Loss Per Share                 $      (2.22)    $     (.069)   $     (.000)
                                   =============    ============   ============

Weighted average shares
  outstanding                        16,563,039       7,633,925          1,500
                                   =============    ============   ============
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>


                           NextPath Technologies, Inc.
                 Consolidated Statement of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                  Deficit
                                                                                                Accumulated
                                                                                   Additional     During the
                                                               Common Stock         paid-in      Development
                                                            Shares      Amount      capital         Stage
                                                          -----------  --------   -----------   -------------

<S>                                                       <C>           <C>       <C>            <C>
Common stock, issued to organizers for cash                    1,500    $     2   $        98    $         -
                                                          -----------  --------   -----------   -------------
Net loss for the year ended December 31, 1997
Balance, December 31, 1997                                     1,500          2            98              -

Reverse acquisition for accounting purposes
  of Compact Power International, Inc.                     5,883,543      5,883        (5,883)             -

Stock issued for cash in 504 offering                      2,256,800      2,257       381,943              -

Stock issued for Services                                    215,000        215        32,035              -

Net loss for the year ended December 31, 1998                                                       (528,142)
                                                          -----------  --------   -----------   -------------
Balance, December 31, 1998                                 8,356,843      8,357       408,193       (528,142)

Stock issued for cash at $.20 per share in 504 offering    1,000,000      1,000       199,000              -

Stock issued for consulting services at $.40 per share       150,000        150        59,850              -

Stock issued for consulting at $.91875 per share          22,192,188     22,192    20,375,480              -

Stock issued for services at $1.575 per share                 60,000         60        94,440              -

Stock issued for option exercised at $.75 per share          600,000        600       449,400              -

Stock issued for employees compensation at
  $4.22 per share                                            180,000        180     1,934,436              -

Stock issued for licenses at $4.22 per share                 500,000        500     2,109,500              -

Stock issued for advances at $4.79 per share                 800,000        800     3,822,560              -

Stock issued for Laser Wireless acquisition                  400,000        400          (400)             -

Stock issued for Willow merger                               650,000        650     4,947,020              -

Stock issued for cash in Reg S offering at
  $9-12 per share                                          1,341,399      1,341    13,112,845              -

Stock issued for services at $11.81 per share                  6,000          6        70,869              -

Stock issued for Sagebrush acquisition                       600,000        600     6,540,900              -

Stock issued for Services at $15.22 per share                300,000        300     4,567,200              -

Offering costs                                                     -          -       (68,237)             -

Net loss for the year ended December 31, 1999                      -          -             -    (36,768,153)
                                                          ----------  ---------   -----------   -------------

Balance, December 31, 1999                                37,136,430    $37,136   $58,623,056   $(37,296,295)
                                                          ==========  =========   ===========   =============
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>

                           NextPath Technologies, Inc.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                    For the Year
                                                                        ended
                                                                    December 31,
                                             1999         1998          1997
                                       -------------  -----------   ------------
Cash Flows form Operating Activities

<S>                                    <C>            <C>            <C>
     Net loss                          $(36,768,153   $ (528,142)    $      -
     Adjustments to reconcile
       net loss to net cash
       provided by operations:
      Depreciation & Amortization           367,324           57            -
      Bad Debt                            1,680,110            -            -
      Stock issued for services          27,131,564       32,250            -
      Loss on Investments                 3,823,360            -            -
      Stock issued for R & D expenses     2,109,999            -            -
      Increase/(Decrease) in
        assets/liabilities
        (net of acquisitions)
          Accounts receivable                11,483            -            -
          Inventory                         (23,010)           -            -
          Prepaids                          (28,270)           -            -
          Accounts payable                  109,021       40,904            -
          Accrueds                           20,404            -            -
          Deferred taxes                        572            -            -
          Bank overdrafts                         -        5,397            -
                                         ----------     --------        -----

Net Cash (Used) Provided by
 Operating Activities                    (1,565,596)   (449,534)            -
                                         ----------     -------         -----

Cash Flows from Investment Activities:

    Cash paid for advances & notes
      receivable                         (6,498,177)          -             -
    Cash paid for purchase of
      fixed assets                         (2)1,061           -             -
    Cash paid for investments            (7,816,473)          -             -
    Cash acquired from subsidiary           268,540      (3,416)            -
                                         ----------     -------         -----

Net Cash (Used) Provided by
   Investing Activities                 (14,257,171)     (3,416)            -
                                         ----------     -------         -----

Cash Flows from Financing Activities:

    Cash received from debt financing     5,012,854           -             -
    Cash received from stock issuance    13,764,186           -             -
    Cash paid for offering costs            (68,236)          -             -
    Cash paid for long term debt         (2,227,200)          -             -
    Issued common stock for cash                  -     384,200           100
    Increase in notes payable -
      related party                               -      68,650             -
                                         ----------     -------         -----
Net Cash (Used) Provided by
   Financing Activities                  16,481,604     482,850           100
                                         ----------     -------         -----

Net increase (decrease) in cash             658,837        (100)          100

Cash, beginning of year                           -         100             -
                                         ----------     -------         -----

Cash, end of year                       $   658,837    $      -        $  100
                                         ==========     =======         =====
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                        7
<PAGE>



                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998


<PAGE>



NOTE 1 - Summary of Significant Accounting Policies

        a.  Organization

            NextPath   Technologies,   Inc.  (formerly  Hyperion   Technologies,
        Inc.)(the  Company) was incorporated on March 23, 1984 as Petrogenetics,
        Inc.  a  Colorado  Corporation  organized  to engage  in mining  and oil
        production. The Company raised $100,000 in a public offering in 1984 and
        acquired various properties and investments. In 1986, the Company became
        inactive and all assets became  worthless.  In 1990, the Company settled
        all debts of the Company  with the issuance of common  stock.  On May 8,
        1997  the  Company  merged  with  FSC  Holdings,  Inc.  (FSC)  a  Nevada
        corporation,  wherein FCS became the surviving  corporation.  On January
        19,  1998  the  Company  engaged  in a share exchange with Compact Power
        International,  Inc  ("Compact"),  and  changed  its  name  to  Hyperion
        Technologies, Inc.    The  share  exchange  with  Compact,  a   Delaware
        corporation  organized on June 27, 1997,  was accounted for as a reverse
        acquisition.  Due to  accounting  for the  acquisition  of  Compact as a
        reverse acquisition, the 1997 historical financial information presented
        herein is that of Compact (the  acquirer for  accounting  purposes)  and
        stockholders equity was retroactively restated for the equivalent number
        of shares  issued after giving  effect to the  difference  in par value.
        Hyperion  issued   5,800,000  common  shares  for  100  percent  of  the
        outstanding  stock of Compact.   On July 22, 1999,  the  Company changed
        it's name to NextPath Technologies, Inc.  The Company has  never had any
        operations  and  is in the  development  stage  according  to  Financial
        Accounting  Standards  Board  Statement No. 7.  The Company is currently
        engaged in the development and  acquisition of new  technologies in high
        growth market sectors.

        On November  11, 1999  Epilogue  Corporation  ("Epilogue"),  an inactive
        Delaware corporation with no assets or liabilities, merged with NextPath
        Technologies,  Inc., a Nevada corporation. All the outstanding shares of
        common stock of Epilogue  were  exchanged  for 150,000  shares of common
        stock of NextPath in a transaction  in which  NextPath was the surviving
        company.  Prior to the merger,  Epilogue had 5,000,000  shares of common
        stock  outstanding.  The  merger was  treated  as a domicile  merger and
        therefore,  no goodwill was recorded nor was any value  associated  with
        the merger, or the stock issuance. The net equity of Epilogue was $0.

        The Company acquired three companies in 1999:   Laser Wireless, Inc.  on
        October 18,  1999,  Willow Systems, Inc.   on   November 2,  1999,   and
        Sagebrush Technology, Inc. on December 14, 1999.

        Laser Wireless, Inc.  -  Laser Wireless, Inc. ("Laser"), a  Pennsylvania
        company,  designs  and  manufactures  a  wireless  laser   communication
        technology  which  can  transmit  video,  voice,  and  data  through the
        atmosphere on a beam of light for distances up to 2.5 kilometers.   This
        capability offers a solution  for private  communications where a leased
        line cannot  be used  such as  property  separated  by physical barriers
        (rivers,  highways,  parking  lots,  etc.)  which  prevent  the  use  of
        conventional cables.

        Willow  Systems,  Inc.  -  Willow Systems, Inc. ("Willow"),  a  Delaware
        corporation,   is  an  advanced   technology  company  providing  custom
        real-time  motion  control  and  electronic  solutions  which  expertise
        includes  gimbals  (positioning  devices),  camera  and  electro-optical
        system design, embedded software development, and system engineering and
        development.  Willow's technologies have potential application in a wide
        range of businesses.

        Sagebrush Technology, Inc. - Sagebrush Technology, Inc. ("Sagebrush"), a
        Delaware  corporation,  was established  on April 4, 1991.  Sagebrush is
        engaged  in the  business  of designing,  developing, manufacturing, and
        marketing  positioning  devices  (gimbals and antenna positioners) based
        primarily  on  its  patented  and  proprietary  Roto-Lok(R) rotary drive
        technology.

                                       8
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies (continued)

        b.  Accounting Method

             The Company  recognizes  income and expense on the accrual basis of
             accounting.

        c.  Earnings (Loss) Per Share

             The  computation  of earnings per share of common stock is based on
        the weighted  average  number of shares  outstanding  at the date of the
        financial  statements.  Fully  diluted  earnings  per share has not been
        presented because it is anti-dilutive.  1,000,000  potentially  issuable
        common   shares  from  options   outstanding   were  excluded  from  the
        calculation because their effect were anti-dilutive.

        d.  Cash and Cash Equivalents

             The Company considers all highly liquid investments with maturities
        of three months or less to be cash equivalents. The balance of NextPaths
        money  market  account was in excess of  $100,000,  leaving  $155,000 at
        risk.

        Willow  Systems,  Inc.  The balance of the  Company's  general  checking
        account was in excess of $100,000 as of December 31,  1999.  The Federal
        Deposit Insurance  Corporation insures all bank accounts up to $100,000.
        Management believes its exposure to loss is minimal considering only the
        amounts in excess of $100,000 are at risk and the  depository  bank is a
        well established national bank and one of the nation's largest financial
        institutions.

        e.  Provision for Income Taxes

             No  provision  for  income  taxes  has  been  recorded  due  to net
        operating loss  carryforwards  totaling  approximately  $37,296,000 that
        will be offset against future taxable  income.  These NOL  carryforwards
        begin to expire in the year 2013.   Management  believes  a  portion  of
        these NOL carryforwards will be realized this year, however,  no taxable
        income has yet been generated and not tax asset has been recorded.

             Deferred  tax  assets  and the  valuation  account is as follows at
        December 31, 1999 and 1998.
<TABLE>
<CAPTION>

                                           1999          1998           1997
                                       ------------   ----------     ----------
        Deferred tax asset:
<S>                                    <C>            <C>            <C>
          NOL carrryforward            $12,680,000    $ 179,568      $       -

        Valuation allowance            (12,680,000)    (179,568)             -
                                       ------------   ----------     ----------

        Total                          $         -    $       -      $       -
                                       ============   ==========     ==========
</TABLE>

        Willow  Systems,  Inc.  Income  taxes  are  provided  for tax  effect of
        transactions  reported in  financial  statements  and  consists of taxes
        currently due plus deferred  taxes.  Deferred taxes arise primarily from
        differences  between the use of accelerated  methods of depreciation for
        tax purposes and  straight-line  methods for financial  purposes.  As of
        December  31,  1999,  the Company had a net  operating  carryforward  of
        approximately  $580,000 the effect of which more than offsets the timing
        differences   between  the  reporting  of  book  and  tax  depreciation,
        therefore, no deferred income tax liability was reflected on the Company
        books as of December 31, 1999.

                                       9
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies (continued)

        Sagebrush  Technology,  Inc. For federal and state income tax  purposes,
        Sagebrush  taxed as an S corporation  during the period  January 1, 1999
        through  December 13, 1999,  thereafter its activity will be reported as
        part of NextPath's  consolidated  returns.  Income tax expense  includes
        deferred taxes rising from temporary timing  differences  between income
        for financial reporting purposes and income tax reporting purposes. This
        difference  consists  primarily of the  difference  between book and tax
        depreciation as of December 14, 1999, the date the Company's  subchapter
        S election was terminated.

        F.  Research and Development Costs

        Research and  development  costs are  expensed as  incurred.  During the
        fiscal year ended December 31, 1999, the Company incurred  $2,334,392 in
        research and development costs.

        G.  Patent

        Sagebrush Technology, Inc. On April 21, 1992, the president of Sagebrush
        was issued a United States  Patent  Number  5,105,672 for a Rotary Drive
        Apparatus  Having One Member With Smooth Outer Peripheral  Surface.  The
        technology  contained  in this patent is utilized  by  Sagebrush  in the
        manufacture of the Company's gimbal product.  Sagebrush incurred royalty
        expense to the president of approximately $85,659 during the fiscal year
        ended December 31, 1999, for the use of this technology.

        H. Use of estimates in the Preparation of Financial Statements

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

        I.  Impairment of Long Lived Assets

        Fixed assets are evaluated  annually by  management  and if impaired are
        written down to the fair market value.

        J.  Goodwill

        The Company  recorded  goodwill of  $18,243,554  in connection  with the
        acquisitions  of it's  subsidiaries.  Goodwill is being amortized over a
        five year life, and amortization expense for 1999 was $359,800.

NOTE 2 - Going Concern

             The accompanying  financial  statements have been prepared assuming
        that the Company will continue as a going  concern.  The Company has had
        significant  losses  for the year and is  dependent  upon  financing  or
        raising capital to continue operations.   The  Company  may be unable to
        raise  funds  from  the  public sector,  or from private investors.  The
        Company has large  advances and  investments in start up companies,  the
        realization of these assets are uncertain. The financial  statements  do
        not include any  adjustments that might  result from the outcome of this
        uncertainty.  It is  management's  plan to market  the technology of its
        subsidiaries,  and generate  necessary  revenues from that source.

                                       10
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

        Sagebrush  Technology,  Inc. The accompanying  financial statements have
        been  prepared  in  conformity   with  generally   accepted   accounting
        principles,  which  contemplates  continuation of the Company as a going
        concern. However, the Company has sustained a substantial operating loss
        during the current year. In addition,  the company has used  substantial
        amounts  of working  capital in its  operations.  Further,  at  December
        31,1999, current liabilities exceed current assets by $872,303 and total
        liabilities exceed total assets by $582,367.

        In view of the matters,  realization  of major  portion of the assets in
        the accompanying balance sheet is dependent upon continued operations of
        the  Company  and  the  success  of its  future  operations.  Management
        believes  that  actions  presently  being taken to revise the  Company's
        operating  requirements  provide  the  opportunity  for the  Company  to
        continue as a going concern.

NOTE 3 - Property and Equipment

            Property  and  Equipment  consists of the  following at December 31,
        1999 and 1998:

<TABLE>
<CAPTION>
                                                          December 31,
                                                 1999        1998        1997
                                              ----------   --------     -------

<S>                                           <C>           <C>          <C>
        Equipment                             $ 509,676     $    -       $   -
        Furniture & Fixtures                    100,515          -           -
        Computer Equipment                      111,159      3,416           -
        Leasehold Improvement                     4,018          -           -
        Accumulated Depreciation               (190,189)       (57)          -
                                              ----------   --------     -------
        Total Property & Equipment            $ 535,179    $ 3,359      $    -
                                              ==========   ========     =======
</TABLE>

        Depreciation  expense for the years ended  December 31,  1999,  1998 and
        1997 was $2,150, $57 and $0, respectively.

NOTE 4 - Related Party Transactions

         NextPath.  All  expenses  incurred  in  organizing  Compact  and  other
        incidental  expenses were paid for by Compacts founders.  These founders
        have waived any claim for  reimbursements  for these  expenses,  thus no
        expenses  have  been  recorded  on the  books  of the  Company  prior to
        December 31, 1997.

             A family member of James Ladd, the former  president of the Company
        loaned the Company  $732,700 and $57,800  during the year ended December
        31, 1999 and 1998,  respectively.  The Company made payments  toward the
        loan of  $6,000  and  $42,100,  respectively.  The note is  non-interest
        bearing, unsecured, and upon demand. The balance of the note at December
        31,1999 and 1998 is $725,700 and $15,700, respectively.

             A  shareholder  loaned  the  Company  $8,000  during the year ended
        December 31, 1998. The note is non-interest bearing,  unsecured, and due
        within one year.  The balance of the note at December  31, 1999 and 1998
        is $0 and $8,000, respectively.

             The  president  of the  Company  owns stock in a  corporation  that
        loaned the Company  $25,000 during the year ended December 31, 1998. The
        note is non-interest  bearing,  unsecured,  and due within one year. The
        balance of the note at  December  31,  1999 and 1998 is $0 and  $25,000,
        respectively.

                                       11
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998



NOTE 4 - Related Party Transactions (continued)

             A shareholder  loaned  the  Company  $19,950  during the year ended
        December 31, 1998.  The note is non-interest bearing, unsecured, and due
        within one year.  The balance of the note at December 31, 1999  and 1998
        is $19,950.

             The Company  purchased a license  from  Needful  Provision  for the
        issuance   of   license  agreement.   Needful  Provision  is  a  501(c)3
        charity, whose director is David Nuttle, an officer of the Company.  The
        Company  advanced  $95,000  in  cash and  issued 500,000 shares of stock
        valued at $2,110,000. The license is month to month, therefore no rights
        exist if the monthly  contributions for research and development ceases.
        Management  therefore  determined there  to be  no future  value in  the
        license and expensed the  entire amount  to  Research  and  Development.
        Needful  Provision is  in  the  development  of  Bio-diesel  fuels  with
        Oklahoma State University.

        Laser  Wireless,  Inc.  On  October  18,  1999,  Laser  entered  into an
        employment  agreement with a shareholder  for a period of five years and
        ensures the employee,  among other items,  of an annual salary, vacation
        and an automobile allowance.

        As of December 31, 1999, Laser had advances  due to affiliated companies
        and individuals as follows:
              Advances from Nextpath shareholder              $   417,500
              Advances from Nextpath affiliate                    $25,000

        Willow Systems, Inc. On November 2, 1999, Willow issued approximately 47
        shares of its no par value common stock to two employees of Willow as an
        agreed condition of employment between Willow and the employees. No cash
        consideration was given by the employees of the stock.

        As of December 31,1999, Willow had advances  due to affiliated companies
        and individuals as follows:
              Advances from Nextpath shareholder              $   114,550

        During the year ended  December 31, 1999,  Willow had sales to Sagebrush
        Technologies,  Inc.  totaling $305,911 of which $145,637 remained unpaid
        as of December 31, 1999.

        On November 2, 1999,  Willow entered into an employment  agreements with
        the three  shareholders  for a period  of five  years  and  ensures  the
        employees,  among other  items,  of an annual  salary,  vacation  and an
        automobile allowance.

        On November 2, 1999, Willow purchased two-thirds ownership in Reflex LLC
        (Reflex), a New Mexico limited liability company engaged in the business
        of  stabilized  camera  systems  from two of Willow's  shareholders  for
        $1,000.  Reflex thereby became a wholly owned subsidiary of Willow since
        the Company  already  owned  one-third  of Reflex  before the  purchase.
        Reflex is a holding  company  that  currently  owns 15% of  Cineflex,  a
        California  corporation.  The  ownership  of  Cineflex  by  Reflex  will
        increase to 20% upon  successful  completion of contracted  work. At the
        time  of  purchase,  Reflex  had no  operating  agreement  or  operating
        history.

        On November 2, 1999, Willow purchased  NextWave Photonics LLC, a Florida
        limited  liability  company,  engaged in the business of  designing  and
        marketing  fiber optic  switching and other fiber optic  technology from
        two of  Willow's  shareholders  for  $1,000.  At the  time of  purchase,
        Nextwave had no operating history.

                                       12
<PAGE>


                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998


        Sagebrush Technology, Inc. On December 14, 1999 Sagebrush entered into a
        consulting agreement with one of the Company's stockholders for a period
        of  three  years  and  ensures  the  stockholder,  among  other  things,
        compensation,  additional shares of NextPath stock and reimbursement for
        out-of-pocket expenses.


NOTE 4 - Related Party Transactions (continued)

        On December 14,1999, Sagebrush entered into an employment agreement with
        one of the  Company's  stockholders  for a  period  of  five  years  and
        ensures, the employee, among other  items, of an annual salary, vacation
        and an automobile allowance.

        As of December 31,1999, Willow had advances due to  affiliated companies
        and individuals as follows:
              Advances from Nextpath shareholder              $   312,500

        For the year ended December 31, 1999, the Company  incurred  obligations
        for  royalty  payments  to its former  owner in the amount of $85,659 of
        which $60,000 remained unpaid as of December 31,1999.

        For the year ended December 31, 1999, the Company received  billings for
        services  rendered from Willow  Systems,  Inc.,  an affiliated  company,
        totaling of  $305,911  of which  $145,637  was still  outstanding  as of
        December 31, 1999.


NOTE 5 - Equity

           During 1998, the Company issued  5,800,000 shares of common stock for
        100 percent of the  outstanding  stock of Compact  Power  International,
        Inc. However, these financial statements show an adjustment to bring the
        shares  from  Compact's  history to  NextPath's  issued and  outstanding
        shares.


           During 1998, the Company issued  2,256,800 shares of common stock for
        cash of $384,200.

           During  1998,  the  Company issued 215,000 shares of common stock for
        services valued at $32,250.

           During 1999, the Company issued  approximately  22,708,000  shares of
        common stock to various individuals or companies for consulting services
        valued at between $.40 and $15.22 per share. Several of these consulting
        agreements were authorized by the Board of Directors during 1998, but no
        shares  were  issued  until  1999.  Of the shares  issued for  services,
        approximately  6,000,000  shares were issued without the approval of the
        Board of  Directors,  but were issued due to the request of two previous
        directors of the  Company.  Both directors resigned  from the company in
        March  2000.  Although  these  shares  were  to be  issued  in  1998  as
        restricted  shares,  the prior directors  had the shares  issued to many
        individuals whom they sold stock to for cash. They then loaned the funds
        to the Company for continued expansion.  Outstanding  payables to one of
        these individuals at December 31, 1999 totals 1,618,979.  The other owes
        the Company 695,237.  Advances also came through a family  member of the
        president and the balance is 725,700 at December 31, 1999. A contingency
        may exist for this transaction.  (See Note 6).

        During March 1999, the Company sold  1,000,000  shares of stock in a 504
        exempt offering for $200,000 cash.

                                       13
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998


        In November and  December,  the Company sold  1,341,399  shares of stock
        through a  regulation  S  offering.  The  Company  raised  approximately
        $13,100,000 from this offering.

        The Company  also  issued  600,000  shares or cash of $450,000  from the
        exercise of outstanding options issued in 1998.


NOTE 5 - Equity (continued)

        The Company issued 180,000 shares to three  employees of the Company for
        bonuses valued at $1,934,616.

        The Company issued 500,000 shares for a license with Needful  Provision,
        a related party, valued at $2,110,000.

        The Company  issued  800,000  shares in  contemplation  of a merger with
        Primedium, LLC. The cash due on the acquisition was never issued and the
        advance of stock was  expensed.  The shares were  valued at  $3,832,360.
        Management  has not  determined  whether to continue  negotiations  with
        Primedium at this time.

        In October  1999,  the Company  issued  400,000  shares and cash for the
        acquisition  of Laser  Wireless,  Inc.  The  400,000  shares were to the
        employees  of Laser and vest in five  years.   The  Company  issued  the
        stock, but is holding the shares until they vest, therefore no value was
        placed on these shares, and will be valued if issued in the future.

        In November 1999, the Company issued 650,000 shares to the  shareholders
        of Willow Systems,  Inc. for the merger of this  subsidiary.  The shares
        were valued at $4,947,670.

        In December 1999, the Company issued 600,000 shares for the  acquisition
        of Sagebrush Technology, Inc. The shares were valued at $6,541,500.


                                       14
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998




NOTE 6 - Commitments and Contingencies

        NextPath and its subsidiaries  lease office space and various  equipment
        under  noncancelable  operating  leases  expiring  in  various  years as
        follows:

        NextPath:  Leases expire in various years through 2003.

        Minimum future rental  payments  under  noncancelable  operating  leases
        having remaining terms in excess of one year as of December 31, 1999 for
        each of the next five years and in the aggregate are
<TABLE>

<S>                                               <C>
               2000                               $      119,930
               2001                                      112,380
               2002                                       98,580
               2003                                        1,965
               2004                                            -
                                                  ----------------

        Total minimum future rental payments      $      332,855
</TABLE>

        Total rental expense was $120,406 for the year ended December 31, 1999.

NOTE 6 - Commitment and Contingencies (continued)

        Certain  operating leases provide for renewal,  and/or purchase options.
        Generally, purchase options are at prices representing the expected fair
        market value of the property at the expiration of the lease term, if not
        before.

        Laser Wireless: Leases expire in various years through 2004.

        Minimum future rental  payments  under  noncancelable  operating  leases
        having remaining terms in excess of one year as of December 31, 1999 for
        each of the next five years and in the aggregate are
<TABLE>
<S>                                               <C>
               2000                               $      63,886
               2001                                      63,886
               2002                                      61,914
               2003                                       7,322
               2004                                       2,103
                                                  --------------

        Total minimum future rental payments      $     199,111
</TABLE>

        Certain  operating leases provide for renewal,  and/or purchase options.
        Generally, purchase options are at prices representing the expected fair
        market value of the property at the expiration of the lease term, if not
        before.

                                       15
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998


        Willow Systems:  Leases expire in various years through 2001.

        Minimum future rental  payments  under  noncancelable  operating  leases
        having remaining terms in excess of one year as of December 31, 1999 for
        each of the next five years and in the aggregate are
<TABLE>
<S>            <C>                                <C>
               2000                               $      48,000
               2001                                      40,000
                                                  --------------

        Total minimum future rental payments      $      88,000
</TABLE>

        In addition to the noncancelable  operating leases,  the Company also is
        verbally committed to lease additional office space in Albuquerque,  New
        Mexico and Largo, Florida on a month-to-month basis.

        Certain  operating leases provide for renewal,  and/or purchase options.
        Generally, purchase options are at prices representing the expected fair
        market value of the property at the expiration of the lease term, if not
        before.

        Sagebrush Technology:  Leases expire in various years through 2001.

        Minimum future rental  payments  under  noncancelable  operating  leases
        having remaining terms in excess of one year as of December 31, 1999 for
        each of the next five years and in the aggregate are
<TABLE>
<S>           <C>                                 <C>
              2000                                $      57,450
              2001                                       27,500
                                                  --------------

        Total minimum future rental payments      $      84,950
</TABLE>

        Certain  operating leases provide for renewal,  and/or purchase options.
        Generally, purchase options are at prices representing the expected fair
        market value of the property at the expiration of the lease term, if not
        before.

        Laser  Wireless,  Inc. In April of 1999,  NextPath  was placed on notice
        that two of the Company's key employees may have used assets,  databases
        and  possible  technology  during  their  employment  with an  unrelated
        company for purposes of setting up Laser Wireless, Inc. Furthermore,  it
        was  contended  that  the  actions  of  these  two  employees  may  have
        contributed to the closing of this unrelated company.  As of the date of
        this  report,  no actions  have been filed on these  claims.  Management
        believes  these claims are without  merit.  As of December 31, 1999,  no
        accrual has been made on the Company's books for any potential liability
        related to this notice.

        The Company and its former President, James R. Ladd,  are  two  of   the
        named  defendants  in an action that alleges  tortious interference with
        existing  and/or  potential  business  relations,  civil conspiracy, and
        negligence  and  also  seeks  injunctive  relief.   The  Company and its
        attorney feel this action is wholly  without  merit.   Counsel feels the
        likelihood of an unfavorable outcome in such action is little to none.

        The U. S. Securities and Exchange Commission (the "Commission") issued a
        confidential formal  order of investigation in December, 1999 concerning
        the Company's public statements regarding its corporate acquisitions and
        other  business  transactions,  and  regarding  the  possibility  of   a
        manipulation of the price or volume of its common stock in the over-the-
        counter market,  and may include  additional matters such as the failure
        to register its securities under the Securities Act of  1933  and  other
        issues.   The Commission  has  issued  subpoenas  for  documents  to the
        Company, its  subsidiaries,  its  affiliates,  and  other  companies and
        individuals associated with the Company.  The Commission has also issued
        subpoenas  for  testimony  to  certain  directors,  officers,  and other
        persons  associated with  the Company.   In addition, the Commission has
        conducted informal telephone  interviews  with companies and persons who
        have conducted business with the Company, including, but not limited to,
        certain  customers,  suppliers,  contractors, consultants and investors,
        and  others.  The  investigation  by   the  Commission  appears  to   be
        continuing.  The  Commission  has  not  initiated  or filed any civil or
        administrative  proceedings against the Company or any person associated
        with  the Company.  The Commission has the statutory authority under the
        Securities Act of 1933 and  Securities  Exchange Act  of 1934 to seek an
        injunction and ancillary statutory and  equitable  remedies,  including,
        but not limited to, disgorgement and civil penalties  regarding  amounts
        realized  by the Company  in violation  of  the federal securities laws.
        Because  no  civil or administrative action  has been  commenced  by the
        Commission  and  no  specific  allegations  have  been  asserted  by the
        Commission,  it  is  not  possible to  reasonably estimate any potential
        liability in connection with this contingency.


NOTE 7 - Notes Payable - Related Party

            Notes payable - related party are detailed as follows:
<TABLE>
<CAPTION>
                                                               December 31,
                                                             1999         1998
                                                          ----------    --------
            Note payable to a family member of the
            president of the Company, non-interest
            bearing, due within one year and
<S>                                                       <C>           <C>
            unsecured                                     $1,570,250    $15,700

            Note payable to a shareholder of the
            Company, non-interest bearing, due
            within one year and unsecured                          -      8,000
</TABLE>

                                       16
<PAGE>

                           NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998
<TABLE>


            Note payable to a related party corporation,
            non-interest bearing, due within one year
<S>                                                       <C>           <C>
            and unsecured                                          -     25,000

            Note payable to a shareholder of the
            Company, non-interest bearing, due
            upon demand                                    1,618,979          -

            Notes payable to affiliates of the Company
              From subsidiaries                              246,690          -

            Note payable to a shareholder of the
            Company, non-interest bearing, due
            within one year and unsecured                     19,950     19,950
                                                          -----------   --------

            Total Notes Payable- Related Party            $3,455,869    $68,650
                                                          ===========   ========
</TABLE>

NOTE 8 - Stock Option

        At January  1999,  the  Company  had  outstanding  options   to purchase
        1,000,000 shares of it's  common stock at a price of $2.0 per share. The
        option was exercised in February 2000.

NOTE 9 - Investments

        Securities  investments  note classified as either  held-to-maturity  or
        trading  securities  are  classified as  available-for-sale  securities.
        Available-for-sale  securities  are  recorded  at the fair  value of the
        investments  and are  classified as  other assets  on the balance sheet,
        with the change in fair value during the period  excluded  from earnings
        and recorded net of tax as a component of other comprehensive income.

        Investments  in  securities  are  summarized  as follows at December 31,
1999:
<TABLE>
<CAPTION>

                                             Gross         Gross
                                           Unrealized    Unrealized     Fair
                                             Gain          Loss         Value
                                           ----------    ----------  -----------
          Available-for-sale securities
<S>                                         <C>           <C>        <C>
            Common Stock                    $      -      $      -   $  100,000
            Preferred Stock                        -             -    2,500,000
                                           ----------    ----------  -----------

                                            $      -      $      -   $2,600,000
                                           ==========    ==========  ===========
</TABLE>

NOTE 10 - Fair Values of Financial Instruments

               The following disclosure of the estimated fair value of financial
               instruments is made in accordance  with the  requirements of SFAS
               No. 107, "Disclosure about Fair Value of Financial  Instruments".
               The carrying  amounts and fair value of the  Company's  financial
               instruments at December 31,1999 and 1998 are as follows:

                                       17
<PAGE>

                          NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                      December 31, 1999       December 31, 1998
                                   ------------------------   ------------------
                                    Carrying        Fair      Carrying    Fair
                                     Amounts       Values     Amounts    Values
                                   ----------   -----------   --------   -------
<S>                                  <C>        <C>           <C>        <C>
     Cash and cash equivalents     $  658,837    $  658,837   $     -    $     -

     Notes and advances receivable  3,260,161     3,359,197         -          -

     Long-term debt including
       current maturities           2,475,629     2,196,995    68,650     68,650

     Investments                    2,600,000     2,600,000         -          -
</TABLE>


NOTE 10 - Fair Values of Financial Instruments (continued)

           The  following  methods and  assumptions  were used by the Company in
           estimating its fair value disclosures for financial instruments.

           Cash and Cash Equivalents

           The carrying  amounts reported on the balance sheet for cash and cash
           equivalents approximate their fair value.

           Long-term Debt

           The fair values of long-term debt are estimated using discounted cash
           flow analyses  based on the Company's  incremental  borrowing rate as
           the discount rate.

           Notes and Advances Receivables and Investments

           The fair  values of notes  receivable  is  estimated  using cash flow
           analyses based on the risk free interest rate.

NOTE 11 - Subsequent Events

        The Company has made additional acquisitions in 2000.

        Essentia  Water,  Inc.  -  Essentia  Water,  Inc.   ("Essentia")   is  a
        Woodinville, Washington based bottled water marketing  company.   It was
        acquired on January 21, 2000. Essentia develops, manufactures, packages,
        and markets  bottled  alkaline  and  electrolyte  enhanced premium water
        products with health and hydration benefits. Essentia's process provides
        water with 99.9% purity.

        NextPath AES, Inc. - NextPath AES, Inc. ("NAES") was formed in November,
        1999.  It is a wholly owned  subsidiary of NextPath.  AES is the acronym
        used to denote the agribusiness initiatives.

        NextPath Environmental Services, Inc. - NextPath Environmental Services,
        Inc.  ("NES") was formed in November  1999 to develop,  sell,  own,  and
        operate  systems that convert waste to energy,  clean-up  water and soil
        contaminated by fuel, oil, and chemical spills, provide potable water at
        locations  that have no water  treatment  systems,  and provide  on-site
        effluent control,  filtration and treatment systems, and, more recently,
        to acquire,  develop,  and market devices to drastically  reduce exhaust
        emissions  from  internal   combustion  engines  while  increasing  fuel
        efficiency.  The two entities  that are included  under the NES umbrella
        are:

                                       18
<PAGE>

                          NextPath Technologies, Inc.
                        Notes to the Financial Statements
                           December 31, 1999 and 1998


        NextPath Thermogenics, LLC - NextPath Thermogenics, LLC  ("Thermogenics,
        LLC") is a limited liability company owned 51% by Thermogenics, Inc. and
        49% by NES. Thermogenics,  LLC designs, fabricates and sells proprietary
        gasification  systems that use  virtually  any  hydrocarbon-based  waste
        product as fuel to create a low-temperature, high-quality gas.

        NextPath Separation Solutions,  LLC - NextPath Separation Solutions, LLC
        ("Separation  Solutions,  LLC") is a limited liability company owned 51%
        by Lewis Corporation ("Tetra,  Separation Systems, LLC") and 49% by NES.
        Tetra,  Separation  Systems,  LLC/Lewis designs,  fabricates,  and sells
        proprietary  oil-water  separation  and soil  remediation  systems  that
        feature patented and proprietary components.  Separation Solutions,  LLC
        was  formed to build,  own,  and  operate  these  systems  for  contract
        clean-up and remediation.


NOTE 11 - Subsequent Events (continued)

        U S CertifiedLetters LLC - U S CertifiedLetters, LLC ("USCL") was formed
        for the purpose of licensing, developing and commercializing proprietary
        technology  for  transmitting  instruments  by  certified  mail  via the
        Internet or other medium (the "C-mail  Technology")  in the  continental
        United States,  Alaska, and Hawaii. C-Mail Technology will enable postal
        customers to send  certified mail over the Internet.  NextPath  signed a
        definitive  agreement  to  acquire  20% of USCL on  April 3,  2000.  The
        parties expect to complete the acquisition by June 4, 2000.

        Global  Certified Mail,  Inc.- Global  Certified Mail, Inc.  ("GCM") was
        formed by NextPath in October, 1999. On April 3, 2000 NextPath signed an
        agreement  to exchange a 20% interest in GCM for a license to use C-mail
        Technology to enable global postal customers to send certified mail over
        the Internet outside the continental United States,  Alaska, and Hawaii.
        The Company will maintain an 80% ownership interest in GCM.  The parties
        expect the transaction to close by June 4, 2000.

        Loan to ITV Corporation - NextPath  loaned ITV  Corporation  $675,000 on
        January 5, 2000 at 8% per annum interest. The term of the note is due to
        expire on July 31, 2000.

        Additional  Issuance of  Regulation S Shares of NextPath  common stock -
        142,100  shares of NextPath  common stock were issued after December 31,
        1999 for cash of $1,754,000 on a Regulation S offering.

        Exercise of Stock  Options - 1,000,000  shares of NextPath  common stock
        were issued for  $2,000,000  cash through the exercise of granted  stock
        options.

NOTE 12 - Notes and Advances Receivable

        The  Company  advanced  $4,495,236  to  several  start-up  companies  in
        contemplation of joint ventures or merger agreements. The Company was to
        provide  additional  funding  to  the  organizations  after  the  merger
        agreements  were  completed,  however,  many  of the  agreements did not
        close.  The  Company has therefore established an allowance for doubtful
        collection of these advances of $1,235,075.  All advances are due within
        one year.  Because of the status and nature of the advances, no interest
        is being accrued.


                                       19
<PAGE>

                                  EXHIBIT INDEX

        The  following  documents  are the  Exhibits  to this Form  10-K/A.  For
convenient  reference,  each Exhibit is listed according to the Exhibit Table of
Regulation S-K.


Exhibit No.                                         Exhibit

      *2.1      Agreement and Plan of Merger  between  Epilogue Corporation  and
                NextPath Technologies, Inc. dated November 11, 1999

      *2.2      Agreement  and Plan of Reorganization between FSC Holdings, Inc.
                and Compact Power International, Inc. dated January 19, 1998

      *2.3      Agreement  and  Plan of  Merger  between  FSC Holdings, Inc. and
                Petrogenetics, Inc. dated May 8, 1997

     **3.1      Articles of  Merger of  NextPath Technologies, Inc. and Epilogue
                Corporation as filed on November 16, 1999

     **3.2      Certificate of  Merger of  Epilogue  Corporation  into  NextPath
                Technologies, Inc. as filed on November 12, 1999

     **3.3      Articles of Merger for FSC Holdings, Inc. dated January 19, 1998
               (filed January 27, 1998)

     **3.4      Certificate  of  Correction  to  the  Articles of Merger for FSC
                Holdings, Inc. dated December 31, 1997

     **3.5      Articles  of  Merger for  FSC Holdings, Inc.  dated  May 8, 1997
                (filed May 12, 1997 in NV)

     **3.6      Articles  of  Merger  for FSC Holdings, Inc.  dated  May 8, 1997
                (filed May 12, 1997 in CO)

     **3.7      Certificate  of  Amendment  to  Articles  of  Incorporation   of
                Hyperion Technologies, Inc. dated July 20, 1999

     **3.8      Certificate of  Amendment  to  the  Articles of Incorporation of
                Peak Development, Inc. as filed May 7, 1997

     **3.9      Articles of Incorporation of Peak Development, Inc.

     **3.10     Articles  of  Incorporation  of  Petrogenetics, Inc. dated March
                23, 1984

     **3.11     Bylaws of FSC Holdings, Inc.

     **3.12     Seconded  Amended  Bylaws  of  NextPath Technologies, Inc. dated
                November 1, 1999

     **3.13     Amended Bylaws  of  NextPath Technologies, Inc.  dated  July 21,
                1999

    **10.1      Employment  Agreement  between  NextPath and Frederic F. Wolfer,
                Jr. dated November 1, 1999

     *16.1      Letter of  Crouch,  Bierwolf &  Chisholm dated  February 8, 2000
                regarding change in certifying accountant

     *16.2      Letter of  Weinberg & Company  dated February 10, 2000 regarding
                change in certifying accountant

     *16.3      Letter of  Gray & Northcutt, Inc.  dated April 3, 2000 regarding
                change in certifying accountant

    **21.1      List of Registrant's Subsidiaries



<PAGE>
<TABLE>
<CAPTION>

Exhibit No.                                Exhibit
-----------                                -------
                                                         State of
             Name                                      Incorporation  Ownership
             ----                                      -------------  ---------

<S>                                                         <C>          <C>
             Essentia Water, Inc.                           DE           100%
             Global Certified Mail, Inc.                    DE           100%
             Laser Wireless, Inc.                           DE           100%
             Laser Wireless, Inc.                           PA           100%
             NextPath AES, Inc.                             DE           100%
             NextPath Environmental Services, Inc.          DE           100%
             NextPath Technologies, Inc.                    CA           100%
             NextPath Technolgoies, Inc.                    DE           100%
             Sagebrush Technology, Inc.                     DE           100%
             Willow Systems, Inc.                           DE           100%
</TABLE>

    **23.1      Consent of Crouch Bierwolf & Chisholm

    **27.1      Financial Date Schedule
---------------------------------

*       Previously filed
**      Filed Herewith