Form 10-QSB/A


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

 (Mark One)

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

For the quarterly period ended March 31, 2000

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

For the transition period from _______________ to ________________


                         Commission File Number 0-27973


                         NOSTRAD TELECOMMUNICATIONS INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                          88-0306460
  State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization

420 - 171 West Esplanade
North Vancouver, British Columbia, Canada                      V7M 3J9
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (604) 983-8778

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes ___   No _X_


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of June 15, 2000


Common Stock, no par value                                       12,200,000
         Class                                                 Number of shares



<PAGE>

                         NOSTRAD TELECOMMUNICATIONS INC.

                                      INDEX

PART I    Financial Information                                         Page No.
          ---------------------                                         --------

          Item 1.  Financial Statements

                   Condensed Consolidated Balance Sheets
                     March 31, 2000 & 1999 and December 31, 1999            3

                   Condensed Consolidated Statements of Operations
                     Three Months ended March 31, 2000 & 1999               4

                   Condensed Consolidated Statement of Shareholders Equity
                     For the Three months ended March 31, 2000              5

                   Condensed Consolidated Statement of Cash Flows
                     Three Months ended March 31, 2000 & 1999               6

                   Notes to Condensed Consolidated Financial Statements     7

          Item 2.  Management Discussion and Analysis of Results of
                     Operations and Financial Condition                     8-11



                                       2

<PAGE>

Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------

Assets                                                   March 31,        December 31,       March 31,
                                                           2000               1999              1999
                                                        (unaudited)        (audited)        (unaudited)
                                                      --------------------------------------------------
<S>                                                   <C>                <C>                <C>
Current Assets
  Cash                                                $    50,381        $     8,251        $      (791)
  Trade receivables                                       369,195            139,023             37,546
  Inventory                                                69,277             63,948
                                                                                                108,202
  Deposits & prepaid expenses                              35,911             38,888             48,778
-------------------------------------------------------------------------------------------------------
                                                          524,764            250,110            193,735

Licenses and Development Costs (note 2)
  Licenses, net                                           506,643            523,768            258,260
  Deferred development costs                               31,642             25,057            400,846
-------------------------------------------------------------------------------------------------------
                                                          538,285            548,825            659,106
Fixed Assets
  Fixed Assets                                            514,804            564,174            506,829
  less Accumulated Depreciation                          (333,170)          (274,021)          (181,979)
-------------------------------------------------------------------------------------------------------
                                                          181,634            290,154            324,850
-------------------------------------------------------------------------------------------------------
                                                      $ 1,244,683        $ 1,089,088        $ 1,177,691
=======================================================================================================

Liabilities
Current Liabilities
  Accounts payable                                    $   903,244        $ 1,019,836        $   598,565
  Shareholder loans                                       357,752            600,800            626,830
  Due to related parties                                  598,836            405,503             48,890
-------------------------------------------------------------------------------------------------------
                                                        1,859,832          2,026.139          1,274,285
-------------------------------------------------------------------------------------------------------
Commitments

Shareholders' Equity
Share Capital
  Authorized
     25,000,000 common shares, par value $0.001
  Issued & outstanding - 11,200,000 common                 11,200             11,200              9,900
   shares (9,900,000 common shares at
   March 31, 1999)
Additional Paid-in Capital                              1,618,395          1,618,395          1,489,695
Subscriptions received                                    946,900            250,000
-------------------------------------------------------------------------------------------------------
Accumulated Deficit                                    (3,191,644)        (2,816,646)        (1,596,189)
-------------------------------------------------------------------------------------------------------
                                                         (615,149)          (937,051)           (96,594)
-------------------------------------------------------------------------------------------------------
                                                      $ 1,244,683        $ 1,089,088        $ 1,177,691
=======================================================================================================
</TABLE>

The  notes to  unaudited  condensed  consolidated  financial  statements  are an
integral part thereof

                                       3

<PAGE>

Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

--------------------------------------------------------------------------------


                                                 Quarter             Quarter
                                                  ended                ended
                                                March 31             March 31
                                                  2000                 1999
                                                  ----                 ----
Revenues
  Sales Revenues                             $      6,348          $      9,617
  Service Revenues                                137,990                11,415
--------------------------------------------------------------------------------
                                                  144,338                21,032
--------------------------------------------------------------------------------
Cost of Sales
  Cost of Sales                                     2,028                51,097
  Cost of Services                                 46,522                 2,900
  Direct Marketing                                    243                10,073
--------------------------------------------------------------------------------
                                                   48,793                64,070
--------------------------------------------------------------------------------
Gross Profit                                       95,525               (43,038)


Expenses
  Professional costs                              119,726                91,070
  Office and administration                       172,235                69,241
  Travel                                           18,400                44,778
  Depreciation & amortization                      62,960                49,323
  Salary and benefits                              37,266                45,402
  Communication costs                              13,181                12,940
  Investor relations                                6,527                   361
--------------------------------------------------------------------------------
                                                  430,295               313,115
--------------------------------------------------------------------------------
Net loss                                         (334,770)             (353,153)
Other
  Foreign exchange gain (loss)                    (40,228)               56,386
--------------------------------------------------------------------------------
Net comprehensive loss                       $   (374,998)             (299,767)
================================================================================
Average Number of outstanding                  11,200,000             9,900,000
 shares
--------------------------------------------------------------------------------

Net (loss) per share                         $      (0.03)         $       (.03)
================================================================================

The  notes to  unaudited  condensed  consolidated  financial  statements  are an
integral part thereof


                                       4


<PAGE>

Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)

--------------------------------------------------------------------------------
March 31, 2000

<TABLE>
<CAPTION>

                                                                                                        Comprehensive
                                         Subscribed                  Common Stock           Additional  Income (loss)/
                                  -----------------------       --------------------         Paid-in     Accumulated
                                    Shares       Amount          Shares        Amount        Capital       Deficit         Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>              <C>         <C>           <C>           <C>
Common stock split
after
January 1, 1997                          --    $        --      3,000,000   $     3,000   $        --    $        --    $     3,000
Share Subscriptions                 461,538        300,000             --            --            --             --        300,000
Reverse Acquisition
by Nostrad                               --             --      3,700,000         3,700       367,640             --        371,340
Foreign Currency
Translation                              --             --             --            --            --          8,257          8,257
Net loss - 1997                          --             --             --            --            --       (334,857)      (334,857)
------------------------------------------------------------------------------------------------------------------------------------
Balance
December 31, 1997                   461,538        300,000      6,700,000         6,700       367,640       (326,600)       347,740
------------------------------------------------------------------------------------------------------------------------------------
Private Placement,
net of Subcriptions                (461,538)      (300,000)     1,500,000         1,500       973,500             --        675,000
Finders Fees                             --             --             --            --       (19,745)            --        (19,745)
Shares issued for
Licenses                                 --             --      1,700,000         1,700       168,300             --        170,000
Foreign Currency
Translation                              --             --             --            --            --        (11,929)       (11,929)
------------------------------------------------------------------------------------------------------------------------------------
Net loss - 1998                          --             --             --            --            --       (957,895)      (957,895)
------------------------------------------------------------------------------------------------------------------------------------
Net Comprehensive
Loss                                                                                                        (969,824)
------------------------------------------------------------------------------------------------------------------------------------
Balance
December 31, 1998                        --             --      9,900,000         9,900     1,489,695     (1,292,752)       203,171
------------------------------------------------------------------------------------------------------------------------------------
Shares issued for
Licenses                                 --             --      1,300,000         1,300       128,700             --        130,000
------------------------------------------------------------------------------------------------------------------------------------
Subscription
received                                 --        250,000             --            --            --             --        250,000
------------------------------------------------------------------------------------------------------------------------------------
Foreign Currency
Translation                              --             --             --            --            --        (10,192)       (10,192)
------------------------------------------------------------------------------------------------------------------------------------
Net loss - 1999                          --             --             --            --            --     (1,510,031)    (1,510,031)
------------------------------------------------------------------------------------------------------------------------------------
Net Comprehensive
Loss                                                                                                      (1,520,222)
------------------------------------------------------------------------------------------------------------------------------------
Balance,
December 31, 1999                        --       250, 000     11,200,000        11,200     1,618,395     (2,816,646)      (937,051)
------------------------------------------------------------------------------------------------------------------------------------
Subscription
received                                 --        704,000             --         7,100            --             --        969,900
------------------------------------------------------------------------------------------------------------------------------------
Foreign Currency
Translation                              --             --             --            --            --        (40,228)       (40,228)
------------------------------------------------------------------------------------------------------------------------------------
Net loss -
March 31, 2000                           --             --             --            --            --       (334,770)      (334,770)
------------------------------------------------------------------------------------------------------------------------------------
Net Comprehensive
Loss                                                                                                        (374,998)
------------------------------------------------------------------------------------------------------------------------------------
Balance,
March 31, 2000                           --       954, 000     11,200,000        18,300     1,618,395     (3,191,644)      (615,149)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The notes to the unaudited condensed  consolidated  financial  statements are an
integral part thereof

                                       5

<PAGE>

Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

                                                         Quarter       Quarter
                                                          ended         ended
                                                         March 31      March 31
                                                           2000          1999
                                                           ----          ----
OPERATING ACTIVITIES
  Net income (loss) for period                          $(374,998)    $(299,767)
  Add expense items not involving cash
      Depreciation                                         62,960        49,323
  Add changes in non-cash working capital items:
      Accounts receivable                                (230,172)       (3,323)
      Inventory                                            (5,329)          (88)
      Deposits & prepaids                                   2,977       (16,658)
      Accounts Payable                                     76,740       203,515
--------------------------------------------------------------------------------
Net funds (used) by operating activities                 (467,822)      (66,998)

INVESTING ACTIVITIES
  Licenses & deferred development costs                   (26,407)        2,480
  Fixed asset purchases                                    82,507       (55,621)
--------------------------------------------------------------------------------
Net funds (used) by investing activities                   56,100       (53,141)

FINANCING ACTIVITIES
  Share subscriptions                                     696,900            --
  Shareholder loans                                      (243,048)       44,981
--------------------------------------------------------------------------------
Net funds provided by financing activities                453,852        44,981
--------------------------------------------------------------------------------

NET INCREASE IN CASH                                       42,130       (75,158)
   Cash at beginning of period                              8,251        74,367
--------------------------------------------------------------------------------
CASH AT END OF PERIOD                                   $  50,381     $    (791)
================================================================================

The notes to condensed  consolidated  financial  statements are an integral part
thereof

Supplemental information:

  Interest paid                                         $      --     $      --
                                                        ---------

  Taxes paid                                            $      --     $      --
                                                        ---------
  Shares issued for licenses                            $      --     $      --
                                                        ---------     ---------


                                       6

<PAGE>


Condensed Consolidated Financial Statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
March 31, 2000

1.   INTERIM FINANCIAL STATEMENTS

     The results of operations  for the interim  period shown in this report are
     not  necessarily  indicative of results to be expected for the fiscal year.
     In the opinion of management, the information contained herein reflects all
     adjustments  necessary  to make the results of  operations  for the interim
     period a fair statement of such  operations.  All such adjustments are of a
     normal recurring nature.

2.   CONTINUING OPERATIONS

     Nostrad   Telecommunications   Inc.   ("Nostrad"  or  the   "Company")  was
     incorporated  in Nevada on September 24, 1993.  On September 29, 1997,  the
     Company's  name  was  changed  from  Cave  Productions,  Inc.  to  Nostrad.
     Effective  September  30, 1997,  Nostrad  Telecommunications  Pte.  Ltd., a
     private  Singapore  company  ("Nostrad  Singapore")  sold its wholly  owned
     subsidiary  companies  Nostrad Media Pte.  Ltd., a Singapore  company which
     holds the Company's  interests in Asian  licenses;  and  OmniVision  Africa
     Ltd., a British Virgin Island company,  which holds the Company's interests
     in  African  licenses;  (collectively  as  "Nostrad  Subsidiaries")  to the
     Company for 3,700,000  common  shares and $300,000 cash or kind.  1,300,000
     common  shares have been  reserved  for issuance to Nostrad  Singapore  for
     obtaining Pay TV licenses in Morocco.

     In order to develop the  licenses  held by the  Company,  the Company  must
     continue to raise  funds.  The Company has been  heavily  reliant  upon its
     major  shareholder,  Nostrad  Singapore  to continue to fund the  Company's
     growth.  During  the  current  fiscal  year  the  Company's  common  shares
     commenced  trading on the over the  counter  pink  sheets.  The  Company is
     currently  applying  to get the  Company's  shares  listed on a major stock
     exchange. If the Company is unable to list its shares, the ability to raise
     additional funds through the issuance of shares may be hampered.

     These  financial  statements have been prepared on the going concern basis,
     which assumes the  realization of assets and  liquidation of liabilities in
     the normal course of business. The application of the going concern concept
     is dependent upon the ability of the Company to raise additional  financing
     and attain future profitable operations.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     These  financial  statements  have been prepared in accordance  with United
     States generally accepted accounting principles

     a)   The  accompanying   consolidated   financial  statements  include  the
          accounts of the Company and of acquired subsidiary companies:  Nostrad
          Media Pte. Ltd. (100% owned), Mongolia Home Vision Corporation HH (80%
          owned by Nostrad  Media  Pte.  Ltd.),  OmniVision  Africa  Ltd.  (100%
          owned),  OmniVision (U) Ltd.  (100% owned by OmniVision  Africa Ltd.),
          OmniVision  (Ghana)  Ltd.  (80%  owned  by  OmniVision  Africa  Ltd.),
          OmniVision  (Tanzania)  Ltd. (80% owned by OmniVision  Africa Ltd. and
          OmniVision  (Maroc) Ltd.  (65% owned by OmniVision  Africa Ltd.).  All
          significant   inter-company   accounts  and  transactions   have  been
          eliminated in consolidation.

     b)   The  Company  capitalizes  the costs  related to  obtaining  rights to
          provide paging, cable television,  telephone, and Internet services in
          specific countries, and for the rights to broadcast specific channels.
          Costs  incurred  are  initially  capitalized  as Deferred  Development
          Costs.  If after a  twelve-month  period,  rights  have not been fully
          obtained, the Deferred Development Costs will be expensed. There is no
          assurance that revenues  exceeding these costs will be realized by the
          Company.


                                       7

<PAGE>

Item 2. Management's Discussion and Analysis

Results of Operations


     The Company is a development stage telecommunications company. Expenditures
to-date have been primarily  focused on purchasing  capital  equipment,  and for
general overhead in the Company's four international offices.  Nostrad commenced
paging  operations  in  Mongolia  during  1998,  and  commenced   providing  DTH
subscription  services in Morocco during 1999.  The Company's  primary focus for
the last three years has been and continues to be MMDS  Subscription TV services
and is currently licensed in Kampala,  Uganda;  and in Dar es Salaam,  Tanzania.
The Company is authorized to distribute  DTH subscriber  Pay-TV in Morocco.  The
Company  plans to  implement  the MMDS  licenses as soon as possible and is also
endeavoring  to obtain  additional  MMDS  licenses in areas with  potential  for
Subscription TV. By areas of potential,  the Company is referring to areas where
there are at least 100,000 television households,  which are not currently being
serviced by cable or wireless pay TV.


Period ended March 31, 2000 compared to the period ended March 31, 1999

During Fiscal-2000 to date, the Company:
     1.   Continued  providing  direct to home  ("DTH")  television  service  in
          Morocco which commenced during October 1999.
     2.   Continued ordering the balance of the equipment required to launch its
          Paging and MMDS  operations in Kampala,  Uganda.  To date, the Company
          has completed its construction of its head-end site for the Paging and
          MMDS systems.
     3.   The Company has  completed a private  placement  for  $1,000,000 as of
          April 26,  2000.  The  Company  has made no  commitments  for  capital
          expenditures.

The Company continues to distribute "Showtime"  programming package, a Direct to
Home (DTH) service.  Showtime is a Viacom Inc.  company  headquartered in Dubai,
UAE and uplinks 14 specialty  Pay-TV  channels and 25 Free to Air channels.  The
Company is attempting to secure  exclusive  licenses for MMDS frequencies in the
Ivory Coast,  Morocco,  Tunisia,  Bangladesh  and  Indonesia.  In Pakistan,  the
Company  continues  to be in  negotiations  to  provide  Subscriber  Management,
Programming,  Operational and Technical  Management for the country's  exclusive
MMDS operator.

     During  Fiscal  2000 to date there was a material  change in the  Company's
sales and gross profit outlined as follows:

-------------------------------------------------------------------------------
                                Period to March 2000       Period to March 1999
-------------------------------------------------------------------------------

Pager sales revenues                         $ 1,000                  $   3,480
Pager service revenues                            --                      8,520

DTH Sales                                      5,325                      6,137
DTH Services                                 137,675                      2,163
                                             -------                     ------
                                             144,000                     21,000
                                             -------                     ------
Cost of Sales
  Cost of Pager Sales                          1,023                      2,187
  Cost of Pager Services                          --                      1,003
  Cost of DTH Sales                            1,805                     48,910
  Cost of DTH Services                        46,172                      2,900
                                             ----------------------------------
                                              49,000                     55,000
                                             ----------------------------------
Gross Profit                                 $95,000                  $(34,000)
-------------------------------------------------------------------------------

Since starting up in late 1998,  paging  operations in Mongolia competed against
inexpensive mobile telephone "receive only" services.  Consequently, the Company
experienced  less than  expected  pager sales.  With  respect to DTH sales,  the
number of subscribers has grown to over 300 plus 3 hotels.  Consequently service
fees rose to over $137,000  during Q!-2000 as compared to 2,000 during  Q1-1999.
Gross  profit  has  improved  to 65%  during  Q1-2000.  During  Q1-1999  DTH was
commencing launch in Morocco and consequently its margin was adversely affected.


                                       8

<PAGE>


     During October 1999, the Company officially launched its Pay-TV services in
Morocco,  under an  exclusive  distribution  agreement  with  Showtime (a Viacom
company).  To date, the Company has completed its  construction  of its head-end
site for the  Pay-TV and Paging  systems  in  Uganda.  The Paging  transmitters,
terminal and pager  inventory  are on site and the Company  plans to launch this
operation  the last  half of 2000.  The  Company  has  also  recently  completed
engineering  and systems design for Tanzania and plans to launch Pay TV services
there  before the end of 2000.  Due to the  slowdown  of the Asian  markets  and
unresolved  programming  copyright  issues,  facilitation of the Subscription TV
roll out in Mongolia has been delayed indefinitely.

     During the 4th quarter,  the Company  commenced  taking  subscriptions to a
private  placement of 1,000,000  units (each  consisting of one common share and
one share purchase warrant entitling the holder to purchase one additional share
of the Company for $1.50  during the first year and $2.00 during the second year
raising  a total of  $1,000,000.  As of the  effective  date,  the  Company  had
subscriptions  totaling  $250,000.  As at  March  31,  2000,  $954,000  worth of
subscriptions  had been received.  On April 26, 2000, the Company had subscribed
the entire offering to qualified  investors,  and subsequently  issued 1,000,000
units, each consisting of one common share, par value $0.01 and one common share
purchase  warrant,  entitling the holder to purchase an additional  common share
for $1.50 within one year and $2.00 within two years..


     During  YE  2000 to  date,  General  and  administration  expenses,  net of
depreciation  were $367,000 as compared to $264,000  during the YE 99. The cause
of this  $103,000  increase is due to increased  activity in its North  American
head office,  $86,000; and the opening of its Rabat,  Morocco office,  $103,000.
This was partially  offset by reduced  expenditures  in Mongolia,  Singapore and
Uganda.

--------------------------------------------------------------------------------
                                                               2000         1999
--------------------------------------------------------------------------------
Mongolia
  General and administration                               $  6,000     $ 17,000
  Depreciation                                                8,000       15,000
North American Head Office
  General and administration                                179,000       93,000
  Depreciation                                                   --           --
Singapore Office
  General and administration                                 21,000       55,000
  Depreciation and development costs expense                     --       13,000
Kampala Office
  General and administration                                 53,000       94,000
  Depreciation                                               51,000       21,000
Morocco Office
  General and administration                                108,000        5,000
  Depreciation                                                4,000           --
                                                         -----------------------
Total General and administration                           $367,000     $264,000
                                                         -----------------------
Total Depreciation and deferred cost write down-           $ 63,000     $ 49,000
================================================================================

     During Q1 2000 to date, general and administration  expenses,  in its North
American head office rose to $179,000, up $86,000 from Q1 1999. The increase was
due to increased  consulting fees $20,000 and increased office costs of $35,000.
Morocco's general and

                                        9

<PAGE>

administration  expenses rose to $108,000 from $5,000 during Q1 99. The cause of
this $103,000 increase is due to increased office expenditures during the year.

Liquidity and Capital Resources

     As at March 31,  2000,  the  Company's  working  capital  was a  $1,332,000
deficiency,  as compared to working capital deficiency of $1,081,000 as at March
31,  1999.  The  Company  owes  $957,000  to certain  shareholders  and  related
companies.   This  amount  is  included  in  the  working  capital   deficiency.
Approximately 40% of the amounts owed to insiders will be converted to equity of
the Company. The Company has no other long-term liabilities.  Additional working
capital is intended to be raised by way private placement and further borrowings
from its majority shareholder.

Plan of Operation

Projects

     o    The Morocco DTH  project.  The Company  has  commenced  providing  and
          marketing  ShowTime's  DTH services in October  1999.  As of March 31,
          2000 OmniVision has 300 individual  subscriber  (currently 350), and 3
          Hotel's (with combined total of 780 rooms).

     o    The Uganda Pay TV project.  It is anticipated that the Company will be
          able to roll out the Pay TV  project  in the  second  half of the year
          2000.  In order  to  accomplish  this  the  Company  will  require  an
          additional   $800,000  to  cover  inventory,   marketing,   additional
          equipment and other startup costs. Subject to receiving financing, the
          Company  anticipates  that the equipment will arrive in Kampala by the
          end of May 2000.  The Company has  completed the  construction  of the
          head-end  and entered  into a long term lease of tower space on Kololo
          Hill.


     o    The Uganda Pager System.  The Company has acquired licenses to provide
          pager service throughout  Kampala.  It is planned to launch the Paging
          service  during the second half of 2000. The Paging and Pay TV project
          will be administered and managed from the same location.


     o    The Tanzania Pay TV project.  The Company has decided to commence roll
          out of Pay TV in Dar es  Salaam  at  approximately  the  same  time as
          Uganda.  In order to  accomplish  this the  Company  will  require  an
          additional $1,000,000. The Company plans to co-locate its transmission
          facilities with its local partner,  Central  Television Network (CTN),
          which operates one of the local free to air Television stations.


                                       10


<PAGE>

Funding

     To date, the Company has obtained licenses to provide PAY-TV in areas where
over  5,400,000  TV  households  will be passed by the  Company's  signals.  The
Company  must now  commence  a  marketing  program  and sell its  receivers  and
subscription to the TV households.  If all or parts of the target markets are to
be rolled out, the Company must raise  approximately  $8.0 million over the next
24 months. The Company plans to raise the funds by way of equity, debt, or other
similar financial instruments. The Company plans to seek assistance from various
investment  advisors  to advise the  Company on the most  appropriate  method of
raising these funds on a best effort basis.

     Statements in this registration  statement that may not be historical facts
and that may be forwardlooking  statements are subject to a variety of risks and
uncertainties.  There are a number of important  factors that could cause actual
results  to  differ  materially  from  those  expressed  in any  forward-looking
statements made by the Company.  These factors include,  but are not limited to:
(i)  the  nature  of  the  Pay  TV  markets,   specifically  obtaining  suitable
programming  at a  reasonable  cost,  (ii) the  ability of the  Company to raise
capital for  projects  within the context of overall  telecommunication  capital
market dynamics, (iii) the establishment of a sustainable subscriber base to the
point of economic  viability,  (iv) the  viability  of Pay TV projects  based on
imperfect demographic analysis,  (v) regulatory changes impacting on the nature,
scope and content of projects and operations,  throughout the Company's areas of
operations,  (vi)  other  factors  detailed  from time to time in the  Company's
filings with the United States Securities and Exchange Commission,  and (vii) or
any other  factors.  In order to mitigate the  political  risk in the  Company's
target markets,  the Company has arranged for political risk insurance  provided
through  Lloyd's  of  London,  based on a variable  valuation  of the  operating
companies in the nations concerned.


                                       11