Form 10-QSB


                                  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 June 30, 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 August 14, 2000


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





                         NOSTRAD TELECOMMUNICATIONS INC.

                                      INDEX

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

          Item 1.  Financial Statements

                   Condensed Consolidated Balance Sheets
                     June 30, 2000 & 1999 and December 31, 1999                3

                   Condensed Consolidated Statements of Operations
                     Three and Six Months ended June 30, 2000 & 1999           4

                   Condensed Consolidated Statement of Shareholders Equity
                     For the Six months ended June 30, 2000                    5

                   Condensed Consolidated Statement of Cash Flows
                     Three and Six Months ended June 30, 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                               June 30,         December 31,       June 30,
                                      2000                1999             1999
                                   (unaudited)         (audited)        (unaudited)
                                  --------------------------------------------------
<S>                               <C>                <C>               <C>
Current Assets
  Cash                            $       869        $     8,251       $     50,317
  Trade receivables                   286,462            139,023             86,672
  Inventory                            69,277             63,948            107,427
  Deposits & prepaid expenses          29,008             38,888             37,828
-----------------------------------------------------------------------------------
                                      385,616             250,110            282,244

Licenses and Development Costs (note 2)
  Licenses, net                      1,959,283          2,230,337          1,189,044
  Deferred development costs            49,642             25,057            401,006
------------------------------------------------------------------------------------
                                     2,008,925          2,255,394          1,590,050
Fixed Assets
  Fixed Assets                         528,464            564,175            515,405
  less Accumulated Depreciation      (360,795)          (274,021)          (196,067)
------------------------------------------------------------------------------------
                                       167,669            290,154            319,338
------------------------------------------------------------------------------------
                                   $ 2,562,210        $ 2,795,658        $ 2,191,632
====================================================================================

Liabilities
Current Liabilities
  Accounts payable                $ 1,175,211        $ 1,019,836        $   775,065
  Shareholder loans                   357,752            600,800            694,593
  Due to related parties              368,730            405,503            147,563
------------------------------------------------------------------------------------
                                    1,901,693          2,026,139          1,617,221
------------------------------------------------------------------------------------
Commitments

Shareholders' Equity
Share Capital
  Authorized
    25,000,000 common shares,
    par value $0.001
    Issued & outstanding -
    11,200,000 common
    shares (9,900,000 common
    shares at
   June 30, 1999)                     12,200             11,200              9,900
Additional Paid-in Capital         4,713,295          3,723,395          2,424,695
Subscriptions received                59,500            250,000
Accumulated Deficit               (4,124,478)        (3,215,076)        (1,860,184)
----------------------------------------------------------------------------------
                                     660,517            769,519            574,411
----------------------------------------------------------------------------------
                                 $ 2,562,210        $ 2,795,658        $ 2,191,632
====================================================================================
</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)

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

<TABLE>
<CAPTION>
                                         Six Months      Six Months        Quarter        Quarter
                                            ended          ended            ended          ended
                                           June 30        June 30          June 30        June 30
                                            2000           1999             2000           1999
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
Revenues
  Sales Revenues                        $      5,737    $     19,617    $        173    $      9,900
  Service Revenues                           182,237          31,951          43,484          20,535
-----------------------------------------------------------------------------------------------------
                                             187,974          51,568          43,657          30,535
-----------------------------------------------------------------------------------------------------
Cost of Sales
  Cost of Sales                                2,028           9,582            --           (41,515)
  Cost of Services                            58,611           2,900          12,089            --
  Direct Marketing                               343          10,114              99              41
-----------------------------------------------------------------------------------------------------
                                              60,982          22,596          12,188         (41,474)
-----------------------------------------------------------------------------------------------------
Gross Profit                                 126,992          28,972          31,469          72,009


Expenses
  Professional costs                         256,972         203,868         137,246         112,798
  Office and administration                  494,436         185,089         322,201         115,848
  Travel                                      41,794          51,105          23,394           6,327
  Depreciation & amortization                 98,318          66,086         (84,892)         16,763
  Salary and benefits                         61,615         110,179          24,349          64,777
  Communication costs                         24,970          20,400          11,789           7,460
  Investor relations                          20,701           6,538          14,174           6,177
  Foreign exchange less (gain)                37,588         (50,533)         (2,640)          5,853
-----------------------------------------------------------------------------------------------------
                                           1,036,394         592,732         445,621         336,002
-----------------------------------------------------------------------------------------------------
Net loss (comprehensive)                $   (909,402)   $   (563,760)   $   (414,152)   $   (263,993)
=====================================================================================================
Average Number of outstanding
 Shares                                   11,320,658       9,900,000      11,925,275       9,900,000
-----------------------------------------------------------------------------------------------------

Net (loss) per share                    $      (0.08)   $      (0.06)   $      (0.03)   $      (0.03)
=====================================================================================================
</TABLE>


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)

--------------------------------------------------------------------------------
June 30, 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>            <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
Net loss - 1997                        --             --             --            --            --         (326,600)      (326,600)
-----------------------------------------------------------------------------------------------------------------------------------
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     1,123,300           --        1,105,000
Net loss - 1998                        --             --             --            --            --       (1,034,610)    (1,034,610)
-----------------------------------------------------------------------------------------------------------------------------------
Balance
December 31, 1998                      --             --        9,900,000         9,900     2,424,695     (1,361,210)     1,073,385
-----------------------------------------------------------------------------------------------------------------------------------
Shares issued for
Licenses                               --             --        1,300,000         1,300     1,298,700           --        1,300,000
Subscription
received                            250,000        250,000           --            --            --             --          250,000
Net loss - 1999                        --             --             --            --            --       (1,853,866)    (1,853,866)
-----------------------------------------------------------------------------------------------------------------------------------
Balance,
December 31, 1999                   250,000        250,000     11,200,000        11,200     3,723,395     (3,215,076)       769,579
-----------------------------------------------------------------------------------------------------------------------------------
Private Placement,
net of Subcriptions                (250,000)      (250,000)     1,000,000         1,000       999,000           --          750,000
Finders Fees                           --             --             --            --          (9,100)                       (9,100)
Subscription
received                             59,500         59,500           --            --            --             --           59,500
Finders Fees                           --             --             --            --            --             --             --
Net loss -
June 30, 2000                          --             --             --            --            --         (909,402)      (909,402)
-----------------------------------------------------------------------------------------------------------------------------------
Balance,
June 30, 2000                        59,500         59,500     12,200,000        12,200     4,713,295     (4,124,478)       660,517
-----------------------------------------------------------------------------------------------------------------------------------
</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)

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

<TABLE>
<CAPTION>
                                    Six Months   Six Months    Quarter     Quarter
                                     ended         ended        ended       ended
                                     June 30      June 30      June 30     June 30
                                      2000         1999         2000         1999
                                    ---------    ---------    ---------    ---------
<S>                                 <C>          <C>          <C>          <C>
OPERATING ACTIVITIES
 Net income (loss) for
    period                          $(909,402)   $(563,760)   $(414,152)   $(263,993)
 Add expense items not involving
  cash
     Depreciation                      98,318       66,086      (84,892)      16,763
  Add changes in non-cash
     working capital items:
      Accounts receivable            (147,439)     (52,449)      82,733      (49,126)
      Inventory                        (5,329)         686         --            775
      Deposits & prepaids               9,880       (5,708)       6,903       10,950
      Accounts Payable                118,604      478,687       41,862      275,171
------------------------------------------------------------------------------------
Net funds (used) by operating
   activities                        (835,368)     (76,458)    (367,546)      (9,460)

INVESTING ACTIVITIES
  Licenses & deferred development
    costs                             246,468        6,538      272,875        4,056
  Fixed asset purchases                24,166      (66,873)     (58,342)     (11,252)
------------------------------------------------------------------------------------
Net funds (used) by investing
   activities                         270,634      (60,335)     214,533       (7,196)

FINANCING ACTIVITIES
  Shares issued for cash              990,900         --        990,900         --
  Share subscriptions                (190,500)        --       (887,400)        --
  Shareholder loans                  (243,048)     112,744         --         67,763
------------------------------------------------------------------------------------
Net funds provided by financing
     activities                       557,352      112,744      103,500       67,763
------------------------------------------------------------------------------------

NET INCREASE IN CASH                   (7,382)     (24,049)     (49,513)        (790)
------------------------------------------------------------------------------------
CASH AT END OF PERIOD               $     869    $  50,317    $     869    $  50,317
====================================================================================


Supplemental information:

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

  Taxes paid                        $    --      $    --      $    --      $    --

Shares issued for licenses          $    --      $    --      $    --      $    --
</TABLE>



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

                                       6

<PAGE>



Condensed Consolidated Financial Statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
June 30, 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 NASD  Bulletin  Board.  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 June 30, 2000 compared to the period ended June 30, 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.

     4.   The Company is currently  offering a private placement for $2,000,000.
          The purpose of the funds is provide  adequate  working  capital and to
          launch MMDS services in Uganda and Tanzania.

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 July of 2000, the
Company  announced  that  it has  been  selected  to  manage  Arabia  Radio  and
Television  ("ART") for Morocco.  ART  currently has over 4,000  subscribers  in
Morocco,  offering  10  channels.  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:





-------------------------------------------------------------------------------
                                YTD 2000    Q2 2000      YTD 1999      Q2 1999
-------------------------------------------------------------------------------

Pager sales revenues              $  1,000    $   --      $  4,000     $  1,000
Pager service revenues                --          --        15,000        7,000
DTH Sales                            5,000        --         7,000        9,000
DTH Services                       182,000      43,000      25,000       13,000
                                  --------    --------    --------     --------
                                   188,000      43,000      51,000       30,000
                                  --------    --------    --------     --------
Cost of Sales
  Cost of Pager Sales                1,000        --         2,000         --
  Cost of Pager Services              --          --         1,000         --
  Cost of DTH Sales                  1,000        --         3,000        2,000
  Cost of DTH Services              47,000      12,000       6,000      (44,000)
                                 ----------------------------------------------
                                    49,000      12,000      12,000      (42,000)
                                 ----------------------------------------------
Gross Profit                      $139,000    $ 31,000    $ 39,000     $ 72,000
-------------------------------------------------------------------------------

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 $43,000 during Q2-2000 (three months ended June 30, 2000) from
$13,000  during Q2-1999 (three months ended June 30, 1999) DTH fees rose to over
$182,000 during YTD 2000 as compared to 25,000 during YTD-1999.


                                       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).  In July 2000, the Company  announced a management  agreement with ART
(Arab Radia and  Television).  ART provides a boquet of 10 Arabian  channels and
currently has over 4,000 subscribers in Morocco.

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 2nd  quarter,  the Company  closed on its private  placement  of
1,000,000 units (each unit 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.  In  April,  2000,  the  Company  commenced  Offering  to  qualified
purchasers,  a private placement  offering 2,000,000 units (each unit 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).  As  at  June  30,  2000,  $59,500  worth  of
subscriptions had been received.

     During  YE  2000 to  date,  General  and  administration  expenses,  net of
depreciation  were $938,000 as compared to $577,000  during the YE 99. The cause
of this  $361,000  increase is due to increased  activity in its North  American
head office,  $239,000; and the opening of its Rabat, Morocco office,  $157,000.
This was partially  offset by reduced  expenditures  in Mongolia,  Singapore and
Uganda.

--------------------------------------------------------------------------------
                                                               2000         1999
--------------------------------------------------------------------------------
Mongolia
  General and administration                               $ 13,000     $ 31,000
  Depreciation                                               28,000       12,000
North American Head Office
  General and administration                                599,000      260,000
  Depreciation                                               (1,000)         --
Singapore Office
  General and administration                                 59,000       72,000
  Depreciation and development costs expense                  1,000       13,000
Kampala Office
  General and administration                                 80,000      162,000
  Depreciation                                               66,000       36,000
Morocco Office
  General and administration                                209,000       52,000
  Depreciation                                                4,000        5,000
                                                         -----------------------
Total General and administration                           $938,000     $577,000
Total Depreciation and deferred cost write down-           $ 98,000     $ 66,000
================================================================================

     During YTD 2000 to date, general and administration  expenses, in its North
American head office rose to $339,000, up from $260,000 from YTD 1999. Morocco's
general and  administration  expenses rose to $209,000 in YTD -2000 from $52,000
during YTD 1999. The cause of this $157,000  increase is due to increased office
expenditures during the year.

Liquidity and Capital Resources

     As at June  30,  2000,  the  Company's  working  capital  was a  $1,517,000
deficiency,  as compared to working capital  deficiency of $1,335,000 as at June
30,  1999.  The  Company  owes  $726,000  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 June 30, 2000
          OmniVision has 350 individual subscriber, and 3 Hotel's (with combined
          total of 780  rooms).  The  Company  commenced  managing  ART's  4,000
          subscriber base in August, 2000.

     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 September  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 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.


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