Schifino & Fleischer, P.A.
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-KSB
(Mark One)
_X_ Annual report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

For the fiscal year ended DECEMBER 31, 1997

___ Transition report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

For the transition period from _________ to _________

Commission File Number: 333-27161

                                 THRUCOMM, INC.
                 (Name of Small Business Issuer in Its Charter)
        FLORIDA                                        59-3415131
 (State of Incorporation)                     (IRS Employer Identification No.)

  1641 COMMERCE AVENUE NORTH
  ST. PETERSBURG, FLORIDA 33716                   (813) 576-1582
 (Address of Principal Executive               (Issuer's Telephone Number,
  Offices, Zip Code)                            Including Area Code)

       Securities registered under Section 12(b) of the Exchange Act: None

       Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes __X__ No _____

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. __X__

The  issuer's  revenues  for the fiscal  year  ended  December  31,  1997 were
$2,917,586.

As of March 31, 1998, there was one (1) outstanding share of the issuer's common
stock, no par value per share, (the "Common Shares").  The Common Shares are the
only class of voting or non-voting common equity of the issuer, and accordingly,
the aggregate market value of such common equity held by non-affiliates is $0.

                       DOCUMENTS INCORPORATED BY REFERENCE
     The Company's  Registration  Statement on Form S-4, effective  September 3,
1997,  is  incorporated  by reference in answer to Part I, Items 1 and 4 of this
report.
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<PAGE>

Transitional Small Business Disclosure Format (check one): Yes ___ No __X__

           CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

     The discussion contained in this annual report under Section 13 or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  for the
issuer's  fiscal  year  ended  December  31,  1997  (this  "Report"),   contains
forward-looking  statements that involve risks and  uncertainties.  The issuer's
actual results could differ  significantly from those discussed herein.  Factors
that could cause or contribute to such differences  include, but are not limited
to, those discussed in "Description  of Business" and  "Management's  Discussion
and Analysis or Plan of Operation" as well as those discussed  elsewhere in this
Report.  Statements  contained in this Report that are not historical  facts are
forward-looking  statements  that are subject to the safe harbor  created by the
Private Securities  Litigation Reform Act of 1995. A number of important factors
could cause the issuer's actual results for 1998 and beyond to differ materially
from those  expressed in any  forward-looking  statement made by or on behalf of
the issuer.

                                  RISK FACTORS

AVAILABILITY AND REGULATION OF RADIO SPECTRUM

     The  Company's  products use radio  spectrum  and in the United  States are
subject to regulation by the U.S. Federal Communications Commission (the "FCC").
In the past, the FCC has adopted changes to the requirements for equipment using
radio spectrum,  and there can be no assurance that the FCC or the U.S. Congress
will not adopt additional changes in the future.

     The Company's  wireless products also employ unlicensed radio  frequencies.
The unlicensed  frequencies are available for a wide variety of uses and are not
entitled to protection  from  interference by other users. In the event that the
unlicensed  frequencies  become  unacceptably  crowded  or  restrictive,  and no
additional frequencies are allocated,  the Company's business will be materially
and  adversely  affected.  See,  "Item 1.  Description  of Business,  Government
Regulation."

FCC REGULATION

     The Company's products, both wireless and VSAT, use radio frequencies,  the
access  to  and  use  of  which  are  regulated  by  the  FCC  pursuant  to  the
Communications  Act of 1934,  as  amended.  In  general,  one must  have a radio
license issued by the FCC to operate a radio  transmitter.  For satellite  earth
stations,  such as the Company uses in its VSAT network, the licenses are issued
by the FCC for a fixed term, and the licenses must be periodically renewed.

     Although radio licenses are generally required for radio stations,  Part 15
of the FCC's rules permits  certain  low-power radio devices ("Part 15 devices")
to operate on an  unlicensed  basis.  Part 15 devices are designed to be used in
frequency  bands  licensed  to and  used  by  others.  Part 15  devices  are not
permitted  to  cause  harmful  interference  to the  licensed  uses  and must be
designed to accept  interference from licensed radio devices and from other Part
15 devices.  The  Company's  wireless  products  are designed to transmit in the
902-928 MHZ band, pursuant to these rules.



                                       2
<PAGE>

     The Company's  wireless products are designed to eliminate,  to a very high
degree,  the likelihood of interference  with other frequency uses,  while still
enabling a complete and accurate  transmission of data.  However, if the Company
were  unable to  eliminate  harmful  interference  caused by its Part 15 devices
through  technical  or other  means,  the  Company  could be  required  to cease
operations  in the band in the locations  affected by the harmful  interference.
Further,  in the event that the unlicensed  frequencies  used by the Company and
its customers  becomes  unacceptably  crowded or restrictive,  and no additional
frequencies  are  allocated,  the Company's  business  could be  materially  and
adversely   affected.   See,  "Item  1.  Description  of  Business,   Government
Regulation."

     In addition to requiring radio licenses for operation  radio stations,  the
FCC requires that equipment authorizations be obtained to manufacture and market
radio transmitters and receivers.  Applicants for equipment  authorizations must
demonstrate  that their equipment  satisfies the FCC's  technical  requirements.
Although the Company has succeeded in securing equipment  authorizations for its
existing  products,  there can be no  assurance  against  present  or future FCC
equipment  regulations  materially limiting the Company's ability to manufacture
devices that meet the customers' requirements.

TECHNOLOGICAL OBSOLESCENCE

     The communications  industry has recently  experienced  significant changes
and technological  developments.  Such technological  progress may result in the
development of newer or more advanced techniques and equipment than that used by
the Company and could have a negative impact on the Company's business.

COMPETITION

     THRUCOMM competes with many providers of data communication  services, most
of which are larger and more  established,  experienced and better financed than
the Company. Those firms may be able to develop newer products or communications
systems which are superior to those of the Company,  and could place the Company
at a significant competitive disadvantage.

UNCERTAINTY OF MARKET ACCEPTANCE

     To date, the Company has successfully signed two (2) anchor customers,  and
it is  conducting  pilot  programs  with  two (2)  additional  potential  anchor
customers.  There can be no  assurances,  however,  that the  Company's  current
customers  or its future  customers  will  commit a  sufficient  number of their
automated  teller  machine  locations  or their  point-of-sale  locations to the
Company's Network, to enable THRUCOMM to achieve profitability.

POTENTIAL CHANGE OF CONTROL

     On January  26, 1998 (the  "Closing"),  the  Company  entered  into a stock
purchase  agreement  with  four  institutional  investors  represented  by their
Investment  Advisor,   Pecks  Management  Partners  Ltd.  (the  "Stock  Purchase
Agreement"), pursuant to which the Company obtained $10,000,000 in debt proceeds
in exchange for Notes and 1,600,000 Senior B Preferred Shares,  which shares are
convertible into 1,600,000, or sixteen percent (16%) of the Common Shares of the
Company.  If on the third  anniversary  of the  Closing  the Notes have not been
paid,  the Note holders shall be entitled to a Note Put Right (as defined in the


                                       3
<PAGE>

Agreement),  which would  require the Company to purchase all or any part of the
holders'  Notes,  in an amount equal to the principal  amount of the Notes to be
redeemed,  plus accrued and unpaid interest thereon. If the Company is unable to
service  the  Note Put  Right,  or the  Public  Offering  Right of the  Senior B
Preferred Shares, upon the exercise thereof,  the outstanding Senior B Preferred
Shares shall be canceled and new Senior B Preferred Shares shall be issued in an
amount equal to sixty percent (60%) of the Common Shares outstanding at the time
of such issuance. Accordingly, in the event the Company has not had a Qualifying
Public  Offering or otherwise paid the Notes in full, a change in control of the
Company could occur as of the third  anniversary of the Closing,  or January 26,
2001.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BACKGROUND OF THE COMPANY

     Thrucomm, Inc. ("THRUCOMM" or the "Company") was incorporated in Florida in
December of 1996. The Company's  executive  offices are located at 1641 Commerce
Avenue North, St.  Petersburg,  Florida 33716, and its telephone number is (813)
576-1582. THRUCOMM is an integrator of data communication systems,  specializing
in the  provision of on-line data  communication  solutions  for the  electronic
funds transfer  ("EFT")  industry.  THRUCOMM is the successor in interest of two
Florida limited  partnerships,  Datalinc,  Ltd.  ("Datalinc") and Fastcom,  Ltd.
("Fastcom").  Effective  November 1, 1997, all of the assets and  liabilities of
Datalinc and Fastcom were  transferred to THRUCOMM in exchange for the Company's
Mandatory  Convertible  Preferred  Stock,  Series A-P, par value $.001 per share
(the "Mandatory  Convertible  Preferred Shares"),  which shares are convertible,
upon certain triggering events, into an aggregate 67.33% of the common equity of
the Company (said exchange  hereinafter  referred to as, the  "Reorganization").
Information   regarding  the   Reorganization  is  contained  in  the  Company's
Registration  Statement  on  Form  S-4,  effective  September  3,  1997,  and is
incorporated by reference in this Item 1. Certain  information  provided in this
Report pre-dates the Reorganization  and/or the incorporation of the Company and
reflects the operations and management of the Company's predecessors.

     Beginning  operations in 1990,  THRUCOMM  executed a  value-added  reseller
agreement with Hughes Network Systems, and built a satellite hub (the "Hub") and
a network control center in Cincinnati, Ohio. Today, the Hub supports over 1,000
remote VSAT (very small aperture terminal) earth stations located throughout the
continental   United   States  and  Canada.   The   management  of  the  Company
("Management")  believes that, at the present time,  THRUCOMM is one of the only
two successful,  independently-owned,  shared hubs in the United States, and the
Company  counts Ashland Oil,  Providian  Agency Group,  Champion  International,
Standard Register, and Mercantile Stores Co., Inc. among its customers.

     In 1994, THRUCOMM developed a remote transceiver,  or radio (the "DP1000"),
which drives the  Company's  proprietary  data  communications  technology.  The
DP1000 transceiver is optimized to support the data communications  required for
automated  teller  machines ("ATM")  and  point  of sale  ("POS")  transactions.
THRUCOMM completed testing of the DP1000 in the first quarter of 1996 and signed
its first customer,  Star Bank, in the second quarter of that year. THRUCOMM has
installed its DP1000  transceivers in major  metropolitan  areas  throughout the
state of Ohio, and it presently  supports  approximately 300 ATMs for Star Bank.


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<PAGE>

Additionally,  at the  end of the  last  completed  fiscal  year,  THRUCOMM  was
conducting pilot programs using DP1000  transceivers,  with three of the top ten
EFT  processors  in the United  States.  One of the three  processors,  recently
signed a contract for THRUCOMM's on-line solutions in the first quarter of 1998.

GROWTH STRATEGY AND ADDITIONAL FINANCING

     THRUCOMM's  strategic  long-term  goal is to install a data  communications
network using its DP1000  transceivers  and other  proprietary  technology  (the
"Network"),  to provide on-line  solutions for the EFT industry.  The Company is
targeting the top 100 standard  metropolitan  statistical  areas  throughout the
United States for the installation of the Network.

     Management  believes a prudent  first step toward a national  deployment of
the Network is a regional  deployment  of the  Network.  The Company  believes a
regional  deployment  of the Network  would be highly  desirable for a number of
reasons.  In a regional approach to the formation of the Network,  the placement
of the Network's  component equipment need not be determined with respect to any
particular  customer's location,  rather,  equipment can be installed at various
locations  throughout a region,  so as to provide the greatest  area of coverage
for the least number of components  and cost. A regional  approach would provide
the Company an  opportunity  to take  advantage of the  efficiencies  of placing
multiple  customers on the same network  infrastructure,  and the Company  could
focus its sales  efforts on the ATM and POS  opportunities  within a  particular
region. A regional  build-out would enable the Company to forecast its equipment
requirements, and place larger orders with vendors, resulting in lower equipment
costs.

     For any given  region,  THRUCOMM  will  seek to  contract  with an  "anchor
customer"  prior to  installing  the  Network's  infrastructure  in that region.
THRUCOMM  defines an anchor  customer as a business which enjoys a reputation as
an industry leader,  and has the potential to deliver a minimum mix of 1,000 ATM
and POS sites within that region.  Anchor customers  provide an immediate source
of revenue for the  Company  and  testimonials  from  anchor  customers  tend to
significantly  reduce the lead times  associated  with the signing of  follow-on
businesses in the anchor customer's region.

     THRUCOMM  has  targeted  certain   metropolitan  areas  in  the  Northeast,
Mid-Atlantic,  and Mid-Western states,  which it refers to as "Region 1," and in
which it plans to launch the  installation of the Network.  Management  believes
that Region 1 presents  the Company with the best  opportunity  for a successful
initial  deployment,  because Region 1 contains  densely-populated  metropolitan
areas with large  concentrations  of ATM and POS sites,  and there are  numerous
existing  communication  towers and  rooftops  on which to locate the  Network's
equipment. In addition, the Company believes its current sales efforts in Region
1 have the potential to result in contracts with anchor customers.

     The Company recently secured  financing for the installation of the Network
in Region 1. On January 26, 1998,  the Company  privately  placed,  with a small
group of accredited  investors,  $10 million in subordinated  debt and preferred
securities,  which preferred  shares are convertible  into an aggregate  sixteen
percent (16%) of the common equity of the Company.  Concurrently therewith,  the
Company  privately placed $5.5 million of its preferred  securities with a small
number of accredited investors,  which preferred shares are convertible,  in the
aggregate,  into a 16.67%  common  equity  interest  in  THRUCOMM.  The  Company


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<PAGE>

received approximately $1.7 million of the offering proceeds in cash and entered
into a  subscription  agreement for the remaining  $3.8 million,  which is to be
funded by June 1998. The subscription agreement is collateralized with the stock
of a public  company,  which  shares  are held in  escrow  and are of a value in
excess of the monies owed under the subscription agreement.

     Management  anticipates that the deployment of the Network in Region 1 will
take  approximately  eighteen (18) months to complete.  The  installation of the
Network in other regions of the country will require additional  financing which
the Company anticipates  obtaining by the scheduled  completion of the build-out
in Region 1. There can be no assurances,  however,  that the Company will obtain
the necessary funds for such further installations, nor any assurances as to the
source of such additional financing.

THE ELECTRONIC FUNDS TRANSFER INDUSTRY

THE COMPANY'S FOCUS ON THE EFT INDUSTRY

     The EFT industry consists primarily of independent,  third party processors
and large banks which function as clearing  houses for ATM,  credit card,  debit
card and check authorization requests.  Typically,  the authorization process is
initiated either by an ATM, or a merchant transmits an authorization  request to
the processor who, in real time, accesses the pertinent data bases and transmits
a response back to the ATM or merchant.

     THRUCOMM chose to focus on the EFT industry due to the  industry's  current
size, and the projected growth of the industry.  Based upon reports contained in
industry reference  materials and trade  publications,  Management believes that
the EFT industry  currently serves  approximately  3.0 million  locations in the
United  States  and  spends  over $3  billion  per  year on data  communications
solutions. Double digit growth is projected for both the number of sites and the
number of EFT transactions. Moreover, the EFT industry is currently under-served
by  traditional   land  line  carriers,   and  the  Company  believes  that  its
proprietary,  on-line data  communications  technologies are compatible with and
optimized for the EFT industry.

     Management  projects  that it can capture a minimum of 10% of the  existing
3.0 million ATM and POS sites by combining an array of its digital  technologies
(including,  point-to-multi-point  radio links, frame relay circuits, and VSATs)
into one, seamless,  single-vendor solution. Management also believes, that as a
result of projected double digit growth,  merger and acquisition  activity,  and
the rapid increase in new technologies, the EFT industry has excellent potential
for the entry of a multi-platform  service provider and systems  integrator like
THRUCOMM.

SCOPE OF THE ATM MARKET

     There  are two  categories  of  ATMs,  those  with  "synchronous,"  or high
transaction  volume,  and those with  "asynchronous,"  or low data  transmission
traffic.   Synchronous   ATMs  can  be  defined  as  ATMs  with  1,000  or  more
authorization  requests or other data  transmissions per month, and asynchronous
transaction  volume can be defined as less than 1,000  transmissions  per month.
Asynchronous  ATMs are also known as "cash  dispensers."  These low volume  ATMs
offer  none  of the  features  associated  with  "full  service"  ATMs,  such as
deposits, statement drops and dispensing postage and other services.  Typically,


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they are  installed  in  convenience  stores and other  retail areas where their
primary  function  is  cash  withdrawal.   Historically,  data  transmission  on
synchronous  ATMs occurs  primarily via  terrestrial  (land lines),  on-line (as
opposed to dial-up) multi-drop networks.  Cash dispensers,  as a result of their
relatively low data traffic,  can not justify the cost of on-line services,  and
data  transmissions  on such  asynchronous  ATMs  are  processed  primarily  via
terrestrial, dial-up (telephone) networks.

     According  to the 1997  edition  of the EFT  NETWORK  DATA BOOK  there were
165,000  synchronous  ATM sites as of the end of 1996,  and this number of sites
was  projected to grow at an annual rate of 20% to 25% over the next five years.
The BANK SYSTEMS AND TECHNOLOGY  report,  published in the first quarter of 1997
by Faulkner & Gray,  placed the number of asynchronous ATM sites at 25,000,  and
projected  an annual 40% to 50% growth rate over the next five  years.  The vast
majority of the growth in ATM installations is in "off-premise" sites, which are
locations  that are away from bank branch  offices.  The torrid growth rate over
the next five years of both  synchronous and  asynchronous,  off-premise ATMs is
expected due to the efforts of the banking  industry to trim operating  costs by
reducing the number of branches and replacing them with ATMs and  mini-branches,
which are installed in existing retail  locations.  An additional  factor in the
growth of  off-premise  ATMs is  surcharging.  Surcharging  adds a profit center
dynamic  to ATM  transactions  which  were  primarily  viewed in the past by the
banking industry as an extension of its customer services.

SCOPE OF THE POS MARKET

     POS  transactions  typically  involved the transmission of an authorization
request, for a check, credit card or debit card, from a merchant to a processor,
who then accesses the pertinent  data bases and transmits a response back to the
merchant in real time. The data transmission  volume for POS transactions  falls
into the same synchronous/asynchronous  categories as with ATMs. However, unlike
ATMs, POS transactions have a higher  sensitivity to response time, that is, the
speed of the authorization process is important in the POS/merchant market.

     EFT  industry   reference   materials  and  industry   trade   publications
approximate that only 10% of the POS market, or approximately 300,000 locations,
currently  use  on-line  services.  The balance of the 2.7 million POS sites use
some version of dial-up communication services.

APPLICATION OF THE COMPANY'S ON-LINE SOLUTIONS IN THE ATM AND POS MARKETS

     THE DP1000 AND THE SYNCHRONOUS SEGMENT OF THE ATM AND POS MARKETS

     Almost  without  exception,  the  EFT  industry  uses  on-line,  multi-drop
networks to establish  connections  between  processors and merchants or ATMs in
the  synchronous  segments of the markets.  "Multi-drop"  networks are a form of
on-line service whose  infrastructure  is comprised of special,  leased circuits
from an  interexchange  carrier  (each,  an  "IXC",  such  as  AT&T)  which,  in
combination with multiple, local exchange carriers (each, an "LEC", such as Bell
Atlantic),  provide  data  communication  services  between an ATM or POS and an
authorization processor. Multiple LECs are needed for a multi-drop circuit as it
routes  through  multiple LEC service  areas in a regional or national  network.
Multi-drop  networks require modems,  which typically are not provided by either
the IXC or LEC and,  therefore,  require a modem  vendor.  The total IXC and LEC
dial-up charges combined with the amortized cost of the modems bring the cost of


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a multi-drop  network to between $150 and $225 per month, per site. Charges vary
among LECs,  which accounts for the range in cost from site to site.  Additional
significant  draw  backs  to  multi-drop  networks  include  the  potential  for
increased  down-time,  theft,  and vandalism,  as a result of the absence of the
monitoring that is available with the Company's on-line services.

     THRUCOMM's on-line Network does not use multi-drop circuit technology.  The
Company's  Network  is  comprised  of remote  transceivers,  cells,  VSAT  earth
stations,  a satellite,  a hub and a network  control  center,  all of which are
owned and/or  operated by THRUCOMM.  The defining  characteristic  of THRUCOMM's
on-line network is that the authorization  machine located at a merchant's site,
or at the ATM site,  is  connected,  seven (7) days per week,  twenty-four  (24)
hours per day,  to the  processor's  host  computer  and to  THRUCOMM's  control
center.  This is known as a "session." The advantages of a session are the quick
response times (under 5 seconds) and  network-management,  which in the event of
an  interruption  in a session,  for example,  reports the  interruption  to the
processor's  host  computer,  as an alarm.  The  Company's  on-line  Network has
significant advantages over conventional,  multi-drop networks,  including:  (i)
lower monthly costs per site;  (ii) a single  vendor  (THRUCOMM),  as opposed to
multiple LECs, IXCs and modem vendors; (iii) guaranteed end-to-end  availability
and management of the Network,  seven (7) days per week,  twenty-four (24) hours
per day;  (iv)  guaranteed  restoration  of service  within  four (4) hours,  as
opposed  to  the  next-day  guarantee  of  multi-drop   networks;   (v)  shorter
installation  time, two (2) weeks, as opposed to thirty (30) to ninety (90) days
for  multi-drop  networks;  and (vi)  access to the  Network  does not require a
modem.

     THE DP100 AND THE ASYNCHRONOUS SEGMENT OF THE ATM AND POS MARKETS

     In addition  to the  DP1000,  THRUCOMM'S  proprietary  data  communications
technology also features the DP100 remote  transceiver  (the "DP100").  THRUCOMM
has developed and optimized the DP100 to provide an affordable  on-line solution
for the asynchronous  segment of the ATM and POS markets.  Whereas the DP1000 is
optimized to support  synchronous data traffic,  using a less expensive and more
reliable on-line network than the multi-drop network,  the DP100 is optimized to
support asynchronous traffic with an on-line network, which does not necessarily
reduce a  customer's  existing  costs,  but  delivers a  magnitude  increase  in
performance  and  features  for  approximately  the  same  cost  as the  dial-up
networks.

     Generally,  merchants at asynchronous  sites install and pay for a business
line from the local LEC, and contract for access to an "800" service,  typically
offered by the company processing the merchant's credit and debit  transactions.
A modem (internal to the authorization machine at the merchant's site) enables a
merchant  to dial  into the "800"  service  to  process  a credit or debit  card
transaction.  When the  authorization  request has been  completed,  the call is
terminated. The combination of the costs of the LEC business line (about $35 per
month) and per minute  charges for the "800"  service adds up to $60 and $80 per
month, per site.

     Management  anticipates that the new asynchronous  cash-dispenser ATM is an
important market for DP100.  Because security  monitoring requires that the data
processor's host computer receive a message from the ATM every six minutes, in a
dial-up  solution,  the ATM would need to dial the data processing  center every
six minutes,  24 hours a day. Thus,  monitoring would spike dial-up costs higher


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than on-line costs. The DP100,  however can closely  approximate  dial-up costs,
and at the same time provide ATM  operators  with the  security  and  management
capabilities  of its on-line  technology.  ATM operators will be able to install
the same level of security  alarm  monitoring at their cash  dispensers  that is
available at full service synchronous ATMs. The advantages over dial-up networks
that the DP100 extends to cash dispenser operators are similar to the advantages
of the DP1000 and they include:  (i) a single vendor  (THRUCOMM),  as opposed to
multiple LEC's, IXCs, and modem vendors; (ii) quick response times of under five
(5)  seconds,  as opposed  to fifteen  (15) or more  seconds;  (iii)  guaranteed
end-to-end  network  availability  and  management,  seven  (7) days  per  week,
twenty-four  (24) hours per day;  (iv)  guaranteed  restoration  of  interrupted
service within four (4) hours;  (v) two (2) week  installation  time; and (vi) a
modem is not required. Designed to support lighter duty, the DP100 costs less to
build and install than the DP1000,  and the Company's savings are then passed on
to its customers.

ANTICIPATED  CONVERSION FROM DIAL-UP TO ON-LINE SERVICES IN THE ATM AND POS
MARKETS

     The DP1000 has significant advantages over multi-drop solutions,  including
lower  costs  for the  synchronous  segment  of the EFT  industry.  As a result,
Management  anticipates  that the  synchronous  segment of the EFT  industry may
migrate to the Company's Network solutions, to take advantage of its lower cost,
superior  features and performance  reliability.  The Company also believes that
its DP100 transceiver will open up the asynchronous  segment of the EFT industry
to the Company,  and it will serve to accelerate the conversion of dial-up users
to on-line services, for its superior features and performance.

     A number of issues typically drive a customer's  decision to upgrade from a
dial-up to an on-line network,  principal among them is the higher dial-up costs
which result from  increased  authorization  traffic,  and the generation of POS
reports. As the number of authorizations or other transactions increase, the per
transaction and per minute fees associated with dial-up services  increase,  and
at approximately  1,000  authorizations per month, the fees for dial-up services
intersect  with the lower-end  fees for on-line  networks.  In addition,  as the
number of transactions increases,  the elapsed time for processing authorization
requests  (response  time) becomes  critical.  Slower dial-up  response times at
high-traffic  sites can cause  queuing  delays,  and lead to higher labor costs,
lost sales, and customer dissatisfaction.  Sales figures, inventory control, and
price changes are examples of POS reports implemented by merchants.  POS reports
significantly increase data traffic as merchants transmit reports between remote
sites and the data center,  contributing  to higher dial-up  costs.  Because the
DP100 can be upgraded to the DP1000 with relative ease, in the field,  the DP100
provides  a  natural  migratory  path  to  the  DP1000  as a  merchant's  or ATM
operator's traffic requirements grow.

     The Company anticipates no significant obstacles from businesses converting
from dial-up  networks to its on-line  Network.  In a study published in 1995 by
Probe  Research,  Inc.,  circuit  speeds  for  ATMs  and POS  transmissions  are
projected to increase from 9.6Kbps to 38.4Kbps by 1999. Additionally, Management
believes that the doubling of data traffic on the Network would result in only a
ten percent (10%) increase in overall costs to a majority of its customers.





                                       9
<PAGE>

FCC REGULATION - UTILIZATION OF LICENSE-FREE DEVICES

     The architecture of the Network is a seamless  integration of the Company's
DP1000 transceiver,  and high speed, land-line, frame relay circuits. The DP1000
wireless  transceiver  operates  under FCC  regulations  (Part 15, 47 CFR) which
permit license-free,  spread-spectrum  operation of radio frequency transceivers
in the 902 MHZ - 928 MHZ band, among others. To use this spectrum  license-free,
transceivers must meet certain specifications,  including:  (i) a maximum of one
(1)  watt of power is used to  transmit  a  signal;  (ii)  that the  transceiver
employs spread spectrum, a sophisticated  modulation  technique;  and (iii) that
the  transceiver  will not cause harmful  interference  to licensed users in the
band. Upon completion of successful  compliance testing,  the transceiver design
is issued an authorization  certificate by the FCC. An authorization certificate
was issued for the DP1000 in May 1996.  Compliance testing on a newer version of
the DP100 is scheduled to begin in May 1998.

     License-free  operators  are  required by the FCC to "accept"  interference
from all other  license-free  operators in the band, and license-free  operators
have no recourse to the FCC.  The DP1000  transceiver  ASSUMES THE  EXISTENCE OF
HARMFUL  INTERFERENCE  and relies upon the  combination  of (i) a  sophisticated
spread spectrum modulation technique,  a proprietary,  inboard filtering design,
and (ii) an advanced Forward Error Correction  algorithm,  to reject any harmful
interference.

PROPRIETARY TECHNOLOGY

     THE DP1000 TRANSCEIVER

     The DP1000  transceiver is a digital,  wireless,  spread spectrum  platform
that was designed by THRUCOMM  specifically for outdoor  utilization.  Through a
combination of proprietary  software and sophisticated  filtering  designs,  the
DP1000  transceiver is capable of high speed,  error-free data transmission in a
point-to-multi-point  configuration  at  distances  of up  to  five  (5)  miles.
Transmissions  in this  range  produce  a  relatively  low  ratio  of  cells  to
transceivers, thereby creating healthy operating margins.

     Spread spectrum modulation  techniques were first developed by the military
as a method of transmitting and receiving secure radio signals immune to jamming
and intercept efforts.  The DP1000's  sophisticated  spread-spectrum  modulation
technology,  and its advanced Forward Error Correction  algorithm  capabilities,
function  in  combination  so  as  to  reject  the  harmful   interferences  the
transceiver faces as a license-free  device,  and to permit the operation of the
transceiver  for a  fraction  of  the  cost  of  comparable  licensed  networks.
Additionally,  an array of hierarchial command and control features, imbedded at
various  platform  levels,  provides for central  management of the Network on a
regional or national basis, and guarantees a minimum 99.8% availability.

     RESEARCH AND DEVELOPMENT

     The  Company  believes  it  has  established  a  significant  lead  in  the
development of outdoor spread-spectrum technology for EFT-type applications, and
it has every  intention of  maintaining  that lead. The Company will continue to
improve the cost/performance  ratio of the DP1000 through prudent investments in
the on-going  development of the DP1000  transceiver and VSAT service  offering.
Research and development expense was approximately $365,000 and $275,000 in 1996
and 1997, respectively, and were not borne by the Company's customers.

                                       10
<PAGE>

     The Company has built a core group of system and software  engineers  which
comprise its development  team. The development  team's mission  statement is to
simultaneously improve the overall performance, and decrease the operating costs
of the Network,  through innovation and technology.  In an effort to enhance the
effectiveness  of  THRUCOMM's  development  team,  the Company  has  developed a
collaborative  relationship  with an engineering firm, which enjoys a reputation
for  engineering  excellence  in the field of  spread-spectrum  modulation.  The
three-year  agreement with the engineering firm provides THRUCOMM with exclusive
proprietary   rights  to  all  designs  and  algorithms  that  result  from  the
collaborative  effort,  pays  the  engineering  firm  a  royalty  fee  for  each
transceiver  placed in service.

     Below is a summary of the Company's  current  development  projects,  which
Management believes will dramatically expand THRUCOMM's addressable market.

     THE DP100  TRANSCEIVER  - The DP100 is a less costly  version of the DP1000
and it is targeted at the large segment of the  asynchronous POS market which is
comprised  primarily  of  independent  retailers,  restaurants  and  convenience
stores.  This market segment accounts for  approximately 90% of the existing POS
sites,  generate less than 1,000 transactions per month, per site, and currently
uses low-cost,  dial-up circuits. The Company believes users of dial-up circuits
will adopt  THRUCOMM's  superior  on-line  service at a comparable  price to its
current dial-up costs. The Company has completed much of the development work on
the DP100 and expects to deploy the DP100 in the third quarter of 1998.

     THE DPX CELL - The DPX development effort will provide a magnitude increase
in the current throughput of the Company's cells, and will enable the Company to
address higher bandwidth  applications  currently running on terrestrial,  frame
relay and switched packet networks. The DPX development involves an upgrade to a
cell's switching  capability,  and the  implementation of data compression.  DPX
development time is projected to be completed in 1999.

OVERVIEW OF THE NETWORK

     The Network  provides its customers with  end-to-end  connectivity  between
their host computer and remote ATM and POS sites.  The Network uses its digital,
wireless  technology,  in and around  metropolitan  areas,  to by-pass the local
exchange  carriers.  It uses its digital,  terrestrial,  frame relay circuits to
transmit  customers' data traffic from the  metropolitan  areas to the Network's
Control   Center.   The  Network   also   maintains  an   alternate,   wireless,
satellite-based  platform to "shadow" the terrestrial  frame relay circuits,  in
the event of cable cuts or other service interruptions beyond the control of the
Company. To the best of their knowledge,  Management believes the Company is the
only vendor in  operation  that  maintains  two totally  independent,  wide-area
network paths (its terrestrial frame relay circuits and its satellite platform).

     THE NETWORK CONTROL CENTER

     The Network  Control Center (the "NCC," also referred to as the "Hub") is a
fully redundant,  digital,  switching center. The NCC is equipped to control and
monitor  the  Network at all  levels.  From the NCC,  system  operators  isolate
problems,  dispatch  technicians  to cell or  transceiver  sites on a nationwide
basis, and act as a single point of contact for all of its customers'  technical




                                       11
<PAGE>

queries.  The NCC has been fully operational since November 1991, and has served
as the master earth station for the Company's VSAT data communication  services,
whose satellite uplink commissioned on Galaxy 7 (G7) is in geo-synchronous orbit
at 91 degrees west longitude.  Over the past two years, the Company has expanded
the NCC to manage the DP1000 and frame relay circuits.

     CELLS

     THRUCOMM  installs its cells on existing  towers and roof tops. A "cell" is
the equipment that routes data traffic to and from the NCC. Each cell averages a
transmission  area of 78.4 square miles,  or a five mile radius.  Multiple cells
are  installed  in a  metropolitan  area to  provide  complete  coverage.  Being
license-free,  the Network has no  limitations  placed on it with respect to the
number or the location of its cells.  Limitations  on the number and location of
cells is one of the fundamental  flaws of previous,  fixed,  wireless  solutions
when  attempted  with licensed  networks.  Limitations on number and location of
cells results in coverage "holes."

     TRANSCEIVERS

     A transceiver is the radio equipment  installed at an ATM or POS site which
is used to transmit and receive  transactional data to and from the site and its
assigned cell.  Both the DP1000 and DP100 operate in the 902 MHZ - 928 MHZ band.
A field replaceable  component,  now under development by THRUCOMM,  will enable
either transceivers to operate in either the 902 MHZ - 928 MHZ or the 2400 MHZ -
2483.5MHz bands.  Additional  features of the transceivers  include 100% forward
error correction algorithm  capabilities,  software download capability,  public
key  encryption  and  received  signal  strength  indicator  (RSSI).  RSSI gives
THRUCOMM  system  operators  the  ability to measure the  integrity  of a signal
between a remote transceiver and a cell from the NCC in real time.

THRUCOMM'S OPERATIONS

     CUSTOMER EQUIPMENT FINANCING

     Installation  of the Company's VSAT services  equipment can result in large
capital outlays on the part of the customer.  Experience demonstrates that large
capital  outlays are viewed by  customers  as  strategic  investments  and, as a
consequence,  are  subjected  to both  internal  rate of  return  analysis,  and
approval  from a customer's  management,  which  analysis  and approval  process
lengthen the THRUCOMM's  sales cycle and, in turn,  drives up THRUCOMM's cost of
sales.  In an effort to shorten  sales  cycles,  the Company has entered into an
innovative equipment financing agreement with Information Leasing Corporation, a
Cincinnati-based  leasing company specializing in hi-tech and telecommunications
equipment  ("ILC").  Under the  agreement  with ILC,  customers  sign a services
contract called an Integrated  Services  Agreement  ("ISA").  The ISA eliminates
large capital  outlays from the  customer's  decision  matrix and transforms the
process into one of executing a services  agreement.  ILC owns the equipment for
the term of the  agreement,  and the  Company  has the  option  to  purchase  or
refinance the equipment at the end of the initial term.

     REVENUE SOURCES

     The Company's business has two distinct revenue streams,  non-recurring and
recurring.  Non-recurring revenue is generated from the sale and installation of


                                       12
<PAGE>

remote site VSAT equipment to a customer,  as each customer site is installed on
the Network.  Certain switching and terminating  equipment sold or leased to the
customer may be  installed  at the Hub.  Subsequent  to the  customer's  initial
deployment,  additional  non-recurring  revenue can be  generated  by  customers
adding, moving or upgrading sites.

     Recurring  revenue is  generated  on a monthly  basis for Network  services
including network access, network management,  and field maintenance.  Recurring
monthly fees are contractually guaranteed for the term of a contract.  Recurring
revenue can increase,  subsequent to the signing of a Network service agreement,
through   increased   customer   traffic  and  the   addition  of  new  customer
applications.  Being  a  service  provider  as  opposed  to  a  manufacturer  or
distributor,  the  Company  emphasizes  its  margins on  recurring  rather  than
non-recurring revenue.

     CUSTOMERS

     THRUCOMM's  existing  customer  base  represents  industries  that  include
manufacturing, insurance, retail and more recently the EFT industry. The Company
has  gained  sales,  networking  and  support  experience  spanning  a number of
applications  and  engineering  disciplines.   Additionally,   the  Company  has
demonstrated  its  ability to  capture a share of the EFT  market by  dislodging
well-established, incumbent carriers and signing customers to multi-year service
agreements.  During the last completed fiscal year,  THRUCOMM was dependent on a
few,  major  customers,  and the Company  anticipates  that such  reliance  will
continue for the foreseeable future.

     SALES STRATEGY AND MARKET POSITIONING

     THRUCOMM forms sales teams comprised of an executive level  salesperson and
a customer engineer for direct sales contact with potential customers identified
as EFT processors and banks.  The sales team  implements a  multi-faceted  sales
effort and conducts regular account reviews to identify the "buying  influences"
in  the  customer's  engineering,   sales,   operations,   marketing  and  legal
departments. The sales team engages additional THRUCOMM staff in the sales cycle
as "specialists" at appropriate  times to address specific  customer issues that
may range from  installation  procedures to data security.  Due to the technical
characteristics   of  a  sale,   the   Company   maintains   a  high   ratio  of
engineers/technicians to sales people.

     THRUCOMM  enhances its sales  efforts with  marketing  efforts that include
exhibiting  at EFT industry  trade shows,  participating  in industry  seminars,
providing  low or no  cost  communications  for  customer  special  events,  and
participating in interviews and feature stories for industry  publications.  The
Company will seek to promote industry  acceptance of its technology  through lab
certifications, pilots and testimonials from existing customers.

     CELL SITE LEASING

     Because  of the  Company's  license-free  operation,  THRUCOMM  is  able to
co-locate  with  virtually any wireless  transceiver.  Accordingly,  the Company
leases existing towers and roof tops for the installation of its cells,  thereby
avoiding the costly and time consuming  construction of dedicated  towers.  Over
the last three  years,  the  Company  has  compiled  a data base of over  10,000
existing  towers and roof tops containing the site location,  height,  elevation


                                       13
<PAGE>

above  ground,  and contact  name and phone  number.  The  Company  will use the
services  of  brokers  and site  acquisition  companies  to  locate  and  secure
locations not included in the Company's data base. Once identified,  the leasing
of a tower or roof top is a  relatively  straight  forward  process  and is very
similar to leasing any commercial space.

     SITE LAYOUT

     THRUCOMM has invested in a suite of software  that enables its engineers to
pinpoint  existing  towers  and roof tops at which to locate  its  cells.  Using
information provided by the customer, the Company's engineers can plot, with the
aid  of  such  software,   all  customer  sites  relative  to  cell   locations.
Additionally,  each RF link  between  a  proposed  transceiver  and  cell can be
simulated and evaluated in advance of actual  installation.  Such software,  and
related methodologies,  afford THRUCOMM the capability of forecasting deployment
costs with a high degree of accuracy.

     INSTALLATION

     THRUCOMM  maintains  a core  installation  staff  that  manages a  national
network of installation subcontractors.  The Company is able to maintain quality
and consistency  throughout the installation  process and maximum flexibility of
installation schedules.

     NETWORK MANAGEMENT

     The Company has developed a software suite of Network management functions.
A full  compliment of engineers,  technicians  and system  operators  manage the
Network,  24 hours per day, seven days per week. Through a combination of simple
network-management  protocol  polling,,   error-trap  messages,  and  real  time
monitoring of permanent virtual circuits,  the NCC staff can monitor and isolate
problems  in  every  major  Network  component,  out to and  including  customer
transceiver sites. Network  reconfiguration,  including port speeds,  protocols,
and updated  versions of  operating  software,  can be  downloaded  to cells and
customer sites over the Network's infrastructure. Customers are presented with a
single point of contact for problem resolution and operation issues.

     FIELD MAINTENANCE

     A prominent,  third party maintenance company,  with twenty-five (25) years
of  experience,  provides  the Company  with a field  maintenance  program  that
includes cells and customer site  transceivers.  The agreement provides coverage
on a national  basis and  specifies  an average mean time to respond of four (4)
hours.  The Company  provides its  customers  with spare  equipment and on-going
training.  The  maintenance  organization  provides  the  Company  with  skilled
technicians, and will maintain spare equipment in their depot centers around the
United States.

     MANUFACTURING

     Being primarily a service  provider,  the THRUCOMM  elected to sub-contract
the  manufacturing  of the DP1000 printed circuit  boards,  cables and case. The
Company  elected  to retain  component  sourcing,  inventory  management,  final
assembly and quality assurance on an in-house basis.



                                       14
<PAGE>

     EMPLOYEES

     As of the end of the last  completed  fiscal year,  the Company  employed a
total of  forty-one  (41)  employees,  all of whom are of whom are employed on a
full-time basis,  which include  engineers,  technicians,  and system operators.
THRUCOMM  believes its relations with its employees are good, and it continually
evaluates its human resource needs, and will increase the number of employees on
an as needed basis.

     COMPETITION

     The Company  evaluates  data  communication  networks for their  ability to
compete  with the  Company's  services  within  the EFT  industry,  and  various
competitive  networks are summarized below.  Certain networks,  such as personal
communication  or cellular  services have not been  included in summary,  due to
their almost complete incompatibility with EFT industry.

     Currently,   THRUCOMM's   main  source  of  competition   is   traditional,
terrestrial,  data communication solutions,  offered by large,  well-established
carriers,  of which AT&T  dominates the market with a market share of over sixty
percent  (60%).  Depending  upon  the  volume  of  transactions  and the type of
application,  processors  utilize either on-line  circuits or dial-up  circuits.
THRUCOMM is an on-line solution,  which is generally more expensive than dial-up
solutions.  On-line solutions fall into two categories,  multi-drop networks and
packet networks.

     MULTI-DROP NETWORKS

     The  Company  faces  significant   competition  from  on-line,   multi-drop
networks. However, there are a number of significant disadvantages to multi-drop
networks as they relate to the EFT industry, including distance sensitivity, LEC
fees,  upgrade costs,  inferior network management  capabilities,  and tarriffs,
each as more fully discussed below. These  disadvantages of multi-drop  networks
provide the Company with avenues of competitive advantage.

     DISTANCE  SENSITIVITY - The distance  between a processor's data center and
its  remote  sites  is  a  significant  cost  factor  of  multi-drop  solutions.
Conversely, the Network experiences limited distance sensitivity.  The Network's
satellite  circuits  and  other  wireless  technology,  which are  installed  in
metropolitan  areas  ("MAN"  locations),  are  inherently  distance-INsensitive.
THRUCOMM  experiences some distance sensitivity with respect to its terrestrial,
frame  relay  circuits,   which  are  installed   outside   metropolitan   areas
("wide-area"  or "WAN"  locations).  THRUCOMM is  attempting  to  mitigate  such
sensitivity through the negotiation of a flat-rate price algorithm with its IXC.
There can be no  assurances  that the Company  will  successfully  mitigate  its
exposure to distance sensitivity.

     LEC FEES - Another  disadvantage of multi-drop  networks is LEC fees, which
charges  account for forty  percent  (40%) to sixty  percent (60%) of multi-drop
network costs. The Network, however, when installed in MAN locations,  by-passes
the LECs and the attendant  costs  thereof,  affording the Company a competitive
opportunity.  Additionally,  the  installation  costs  of  the  Network  in  MAN
locations are  significantly  below the costs  associated  with  maintaining and
upgrading  land  lines  in  metropolitan  areas.  



                                       15
<PAGE>

     UPGRADE COSTS - The Network successfully  competes with multi-drop networks
with respect to the costs  attendant  with a customer's  decision to upgrade its
data communication equipment, which decision may be the result of an increase in
the volume of a customer's  authorization  requests or other data transmissions,
or because a customer  requires superior  performance and features.  Upgrading a
multi-drop  network is expensive and time consuming,  but the Network is largely
software  driven,  and  upgrade  commands  can be  readily  downloaded,  without
significant expense to the customer.

     NETWORK MANAGEMENT - Whereas IXCs and LECs (telephone companies) are unable
to monitor a  multi-drop  network in real time,  the Network,  in  contrast,  is
monitored in real time,  and  potential  problems or service  interruptions  are
spotted  as  they  occur  and   service   restoration   commences   immediately.
Additionally,  the Network has a single point of contact for the data processor,
the Network  Control  Center,  as opposed to the  multiple  IXCs and LECs that a
processor  in a multi-drop  network must contact to determine  the location of a
fault in the network. As a result of the Network's superior management features,
THRUCOMM is able to contractually guarantee network availability.

     TARIFFS - A further  disadvantage  of multi-drop  networks is that they are
subject to an array of federal and state tariffs,  and they experience  constant
fluctuations  in tariff  rates from various  states and the federal  government.
THRUCOMM's Network is not subject to tariffs.

     PACKET NETWORKS

     The Company  also faces  competition  from the vendors of packet  networks.
There are two types of  packet  networks,  integrated  services  digital  packet
network ("ISDNs"),  which are dial-up networks, and frame relay packet networks,
which are on-line networks.

     INTEGRATED  SERVICES  DIGITAL  NETWORKS - An ISDN is, in effect, a digital,
dial-up   service,   which   enables  the  user  to  transmit   voice  and  data
simultaneously over the same telephone line. In the EFT industry, the processors
of authorization requests and other data transmissions have no use for the voice
portion of an ISDN service, and they only order what is known as the "D channel"
to transmit data.  Processors pay a monthly fee to access a local LEC switch,  a
monthly fee for each remote site, a fee for each  one-thousand  transmissions (a
"packet"),  and if an IXC is required,  additional packet usage fees are charged
to the  processor.  ISDN-compatible  equipment  must be installed at each remote
site, and at the processor's data center.

     ISDN  packet  networks  are   competitive   with  THRUCOMM  in  only  about
twenty-five  percent  (25%) of the  total ATM and POS  markets,  and only in the
short  term.  Given the  projected  double  digit  growth  in the  number of EFT
transactions,   and  the  wider  geographic  areas  served  by  EFT  processors,
Management views ISDN packet networks as counter  strategic to the EFT industry,
and it believes the Company's Network offers a more compelling  business case to
the EFT industry than do the ISDN networks.

     FRAME RELAY PACKET  NETWORKS - Frame relay packet networks are designed for
on-line data networking and have been very  successful in displacing  multi-drop
networks for users with a relatively  high volume of  transmissions.  A negative
characteristic of the Company's competitors using frame relay packet networks is
that they do not always  guarantee  delivery  of data  packets  to the  intended
destination.  To overcome  this  problem,  competitors  market their frame relay

                                       16
<PAGE>

services by offering  committed  information rates ("CIR") and burst information
rates  ("BIR").  A CIR is the  maximum  data  rate at  which  the  carrier  will
guarantee data packets will not be discarded.  The BIR is the data rate that the
processor can transmit above the CIR. This BIR is on an availability basis only;
that is, if the frame relay  network is  congested,  then frame  packets will be
discarded.  The higher the CIR/BIR  commitment  by the  carrier,  the higher the
processor's monthly recurring costs. For the EFT industry,  even minimum CIR/BIR
commitment  levels  often  result  in  significantly  higher  cost  for a higher
capacity than is needed now or in the foreseeable future for the majority of EFT
processors.  The Network's advantages of lower costs,  guaranteed  availability,
and superior network management,  allow the Company to successfully compete with
the vendors of other frame relay packet networks.

ITEM 2. PROPERTIES.

     The Company's  headquarters are located in approximately  3,200 square feet
of leased office and warehouse space in St.  Petersburg,  Florida.  The lease at
this  property  expires on May 1, 1998,  and the annual  rental  payment on such
lease for the last  completed  fiscal year was  $37,119.  The  Company  plans to
relocate  its   headquarters  in  downtown  St.   Petersburg  and  is  presently
negotiating the terms of a lease for  approximately  5,000 square feet of office
space.  The  anticipated  terms  of the  lease  on the new  facility  include  a
five-year  term with an annual  rental  fee of $62,467  in the first  year,  and
$77,303,  $79,645,  $81,988, and $84, 330 in the subsequent years. The new lease
is expected to contain a provision for  termination  by the Company in the event
the Company  requires  additional  office  space which the landlord is unable to
provide.

     The Company also leases  14,100 square feet in an office park in Fairfield,
Ohio,  which is used as the Company's  Network Control Center and for warehouse.
The Company  believes the Ohio  facility is adequate for its  operations  as the
Company  recently  completed a 5,000 square foot expansion of its Ohio facility.
The lease on the Ohio  property  expires on  January  31,  2005,  and the annual
rental fee for the last completed  fiscal year was $106,165.  Annual rental fees
will be  $130,591  for  1998,  and  $125,512  per year  thereafter  through  the
expiration of the lease.

ITEM 3.  LEGAL PROCEEDINGS.

     The Company is not a party to any pending legal  proceedings  which are not
routine litigation that is incidental to its business.

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

     During the fourth  quarter of the fiscal year covered by this Report,  only
one matter was submitted to a vote of security  holders through the solicitation
of written  consents.  The information  contained in the Company's  Registration
Statement on Form S-4, effective September 3, 1997, is incorporated by reference
in answer to Item 4 of this Report.








                                       17
<PAGE>

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

     There is no  established  public  trading  market for the Company's  common
equity.

HOLDERS

     As of March 31, 1998,  there was one (1) holder of record of the  Company's
common stock, no par value per share, (the "Common  Shares"),  which is the only
class of common equity of the Company.

DIVIDENDS

     To date,  the Company has not  declared or paid any cash  dividends  on its
Common Shares and it does not anticipate or contemplate paying cash dividends in
the  foreseeable  future,  until  earnings  generate  funds in  excess  of those
required  to provide for the current  and future  growth  needs of the  Company.
Furthermore,  the  Company  is  restricted  from  paying  any  dividends  on any
securities  of  the  Company  before  conversion  of the  Mandatory  Convertible
Preferred Shares.

RECENT SALES OF UNREGISTERED SECURITIES

     SERIES A SENIOR  CONVERTIBLE  PREFERRED  STOCK - On January 31,  1997,  the
Company closed a private offering of its Series A Senior  Convertible  Preferred
Stock,  par value  $.001 per  share  (the  "Senior  A  Preferred  Shares"),  for
approximately  $5.5  million.  The  Senior  A  Preferred  Shares  are  presently
convertible,  in the aggregate,  into 1,677,777  shares of the Company's  common
stock,  no par value (the "Common  Shares"),  or 16.67% of the common  equity of
THRUCOMM.  The  Company  received  approximately  $1.7  million of the  offering
proceeds in cash and entered into a  subscription  agreement  for the  remaining
$3.8 million,  which is to be funded by June 1998. The subscription agreement is
collateralized  with the  stock of a public  company  which  shares  are held in
escrow  and are of a value in excess of the  monies  due under the  subscription
agreement.

     The  unregistered  Senior A  Preferred  Shares were  privately  placed with
approximately sixteen (16) accredited investors,  in reliance upon the exemption
from  registration  provided in Section 4(2) of the  Securities  Act of 1933, as
amended  (the  "Securities  Act"),  and Rule 506 of  Regulation  D,  promulgated
thereunder.  A summary of the terms of the  Senior A  Preferred  Shares  appears
under "Liquidity and Capital Resources" in Item 6, Part II of this Report.

     SERIES B SENIOR  CONVERTIBLE  PREFERRED  STOCK - On January 26,  1998,  the
Company   obtained   $10,000,000   in  loan  proceeds  in  exchange  for  Senior
Subordinated  Notes  (the  "Notes")  and  1,600,000  shares  of  Series B Senior
Convertible  Preferred Stock, par value $.001 per share (the "Senior B Preferred
Shares").  The  unregistered  Notes and Senior B Preferred Shares were privately
placed with four (4) accredited  investors,  in reliance upon the exemption from
registration  provided in Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and Rule 506 of Regulation D, promulgated thereunder.  A


                                       18
<PAGE>

summary  of the terms of the Notes and the  Senior B  Preferred  Shares  appears
under "Liquidity and Capital Resources" in Item 6, Part II of this Report.

DISCLOSURE PURSUANT TO RULE 463 OF THE SECURITIES ACT

     This Report on Form 10-KSB is the  Company's  first  periodic  report filed
pursuant to Sections 13(a) or 15(d) of the Exchange Act after  effectiveness  of
its Securities Act registration statement on September 3, 1997. Disclosure of an
issuer's use of proceeds in such first periodic report,  pursuant to Rule 463 of
the  Securities  Act, is not  applicable  to the Company  whose  Securities  Act
registration  statement  on Form  S-4 was  filed to  register  the  exchange  of
Mandatory  Convertible  Preferred  Stock,  Series A-P, for all of the assets and
liabilities of two affiliated limited partnerships in a roll-up transaction.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

RESULTS OF OPERATIONS

     The following  table presents  certain items in the Statement of Operations
of Thrucomm and as a percentage of revenues for the period indicated.

                                          YEAR ENDED DECEMBER 31,
                               Percent of         Percent of          Percent of
                       1995    REVENUES   1996    REVENUES   1997     REVENUES
                       -------------------------------------------------------
Revenues               $2,169  100.0%    $5,853   100.0%    $2,918    100.0%
Operating expenses:
   Cost of services
   and sales            1,456   67.1      4,664    79.7      3,031    103.9
   Selling, general
   and administrative   1,217   56.1      1,969    33.6      2,034     69.7
   Research and
   development            278   12.8        365     6.2        275      9.4
   Depreciation and
   amortization           353   16.3        580     9.9        856     29.3
                       ------  -----      -----    ----      -----    -----

Operating loss         (1,135) -52.3     (1,725)  -29.5     (3,278)  -112.3
Interest expense          108    5.0        166     2.8        223      7.6
                       ------  -----      -----    ----      -----    -----

Net loss             $ (1,243) -57.3   $ (1,891)  -32.3   $ (3,501)  -120.0
                       ======  =====      =====    ====      =====    =====

     YEAR ENDED DECEMBER 31, 1997 COMPARED WITH YEAR ENDED DECEMBER 31, 1996

     REVENUES for the year ended December 31, 1997 decreased  approximately $2.9
million  (50.2  percent)  from the same period in 1996 due to a decrease in VSAT
equipment  sales and  installation  fees of $3.1  million  (85.3  percent).  The
Company's  network  access fees  increased  approximately  $.3 million from $2.1
million in 1996 to $2.4 million in 1997 (9.8 percent) as a result of the Company
having a full year of revenues  from its first Network  customer.  This customer
accounted  for   approximately   $.3  million  in  revenues  and  currently  has
approximately 300 ATM sites. The Company continues to service its VSAT customers
and has 1,010 VSAT customer  sites at December 31, 1997 compared with 1,105 such
sites at December, 1996.

                                       19
<PAGE>

     COST OF SERVICES AND SALES  decreased  $1.6 million (35.0  percent) for the
year  ended  December  31,  1997 over the same  period in 1996  consisting  of a
decrease in cost of  equipment  sales of $3.0 million and an increase in cost of
services provided of $1.3 million.  The increase in cost of services provided is
due to the Company's  continued  expansion of its Network.  Such operating costs
include  satellite space segment rental,  engineers and technicians being hired,
and maintenance of the Network. The Company's operating employees increased from
26 in 1996 to 41 in 1997.

     The decrease in cost of equipment sales and installation fees is due to the
Company not obtaining a new VSAT customer in 1997. Cost of sales as a percent of
revenue  decreased  from  90% in  1996 to 62% in  1997  as the  majority  of the
Company's revenue came from higher margin installation fees.

     SELLING,   GENERAL  AND  ADMINISTRATIVE  EXPENSES  increased  approximately
$65,000 (3.3 percent) from $1,969,000 in 1996 to $2,034,000 in 1997, principally
as a result of the Company continuing to expand its capabilities  related to the
Network.

     RESEARCH & DEVELOPMENT decreased  approximately $90,000 (24.7 percent) from
$365,000 in 1996 to $275,000 in 1997,  due to the Company  limiting its research
and development activities.

     DEPRECIATION  AND  AMORTIZATION  increased   approximately  $276,000  (47.6
percent) from $580,000 in 1996 to $856,000 in 1997,  principally  as a result of
depreciation related to new capital leases entered into during 1997.

     INTEREST  EXPENSE  increased  approximately  $57,000  (34.3  percent)  from
$166,000  in 1996 to  $223,000  in 1997,  principally  due to  interest  expense
related to new  capital  leases  entered  into  during  1997 and  interest  from
additional  financing,  including  a  $500,000  line of credit  used to fund the
Company's operations.

     NET LOSS was  $3,501,000  (-120.0  percent of total  revenues) for the year
ended  December  31,  1997 as  compared to  $1,891,000  (-32.3  percent of total
revenues) the same period in 1996 as result of factors described above.

     YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995

     REVENUES for the year ended December 31, 1996 increased  approximately $3.7
million  (169.9  percent)  from the same  period  in 1995.  Network  access  fee
revenues  increased  approximately  $392,000  from $1.7  million in 1995 to $2.1
million in 1996 (23 percent) as a result of the Company  obtaining a significant
new customer in 1996. This customer  accounted for  approximately 570 new sites,
raising the total  number of sites to 1,105 in service at  December  31, 1996 as
compared with 536 sites at December 31, 1995.

     In addition to increasing network fee revenues,  the Company's  significant
new customer  increased  equipment sales and installation  fees by approximately
$3.2 million from $.5 million in 1995 to $3.7 million in 1996 (640 percent).

     COST OF SERVICES AND SALES  increased by $3.2 million  (220.3  percent) for
the year  ended  December  31,  1996 over the same  period in 1995.  Cost of Hub




                                       20
<PAGE>

access services  increased $179,000 from $1.2 million in 1995 to $1.3 million in
1996  (15.2  percent).  Cost of  services  as a percent  of  network  access fee
revenues decreased from 68.8 percent in 1995 to 64.4 percent in 1996 as a result
of increasing the amount of customer sites, the overall cost per site decreased.

     With the addition of the Company's  significant  new customer in 1996, cost
of  equipment  sales  increased  $3.0  million  from $.3 million in 1995 to $3.3
million in 1996  (1,063  percent)  resulting  in margins of $182,000 in 1995 and
$423,000 in 1996.  Cost of equipment  sales as a percent of equipment  sales and
installation  fees  increased  27.7  percent  from 61.0  percent in 1995 to 88.7
percent  in  1996.  This  increase  in cost of sales  as a  percent  of sales is
principally a result of lower margins on equipment  sales incurred to secure the
signing of a major new customer.

     SELLING,   GENERAL  AND  ADMINISTRATIVE  EXPENSES  increased  approximately
$752,000  (61.8  percent)  from  $1,217,000  in  1995  to  $1,969,000  in  1996,
principally  as a result of the Company  continuing  to expand its  capabilities
related to the Network.  Additionally,  there was  increased  marketing  efforts
including more travel by the Company's sales force in the Network's  surrounding
area, an increase in personnel and an increase in professional fees.

     RESEARCH AND DEVELOPMENT  increased $87,000 (31.3 percent) from $278,000 in
1995 to $365,000 in 1996,  principally  as the Company  continues to improve the
technology related to its Network and new transceivers.

     DEPRECIATION  AND  AMORTIZATION  increased   approximately  $227,000  (64.3
percent) from $353,000 in 1995 to $580,000 in 1996,  principally  as a result of
depreciation related to new capital leases entered into during 1996.

     INTEREST  EXPENSE  increased  approximately  $58,000  (53.7  percent)  from
$108,000  in 1995 to  $166,000  in 1996,  principally  due to  interest  expense
related to new capital  leases  entered  into  during  1996.  Additionally,  the
Company obtained a new $600,000 line of credit to assist in funding operations.

     NET LOSS was $1,891,000 (-32.3 percent of total revenues) in the year ended
December 31, 1996 as compared to $1,243,000 (-57.3 percent of total revenues) in
the same period in 1995 as result of factors described above.

INFLATION AND CHANGING PRICES

     Inflation  has not  materially  affected the sale of access fee services by
the Company.  VSAT/PES equipment,  leasing costs and transmission costs have not
risen significantly,  nor has the Company substantially  increased it charges to
customers. Overhead expenses are, however, subject to inflationary pressure.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception,  the Company has devoted significant  resources to the
development of the Network.  The Company's  accumulated deficit is $11.3 million
at  December   31,  1997   compared  to  $7.8  million  at  December  31,  1996.
Additionally,  the  company  has a working  capital  deficit of $4.7  million at
December 31, 1997 compared to $1.3 million at December 31, 1996.





                                       21
<PAGE>

     Cash flow from operations has improved to $.2 million being provided by for
the year ended  December 31, 1997  compared to $1.0  million  being used for the
year ended December 31, 1996. In January 1998, the Company obtained  substantial
capital  investment  from a small group of accredited  investors in exchange for
Notes and Senior Preferred Shares, as further described below,  which capital is
anticipated  to be  sufficient  to  meet  the  needs  of  the  Company  for  the
foreseeable future.

     The following summary  description of the terms of the securities below, is
qualified in its entirety by reference to the  Certificates of Designation,  and
the Securities  Purchase  Agreement dated January 26, 1998,  which documents are
filed as exhibits to this Report.

     THE MANDATORY CONVERTIBLE PREFERRED SHARES, SERIES A-P

     On  November  1, 1997,  all the  assets and  liabilities  of  Datalinc  and
Fastcom, both limited partnerships, were transferred to THRUCOMM, a wholly-owned
subsidiary  of  Datalinc,   in  accordance  with  the  approved   Reorganization
Agreement,  in  exchange  for  Mandatory  Convertible  Preferred  Shares  of the
Company.  Each limited  partner group was  allocated  one Mandatory  Convertible
Preferred Share. The Mandatory Convertible Preferred Shares are convertible,  in
the aggregate,  into 6,733,333 Common Shares upon a Mandatory  Conversion Event.
Datalinc  and  Fastcom  owned  all  of  the  outstanding  preferred  and  common
securities of THRUCOMM as of December 31, 1997. The Reorganization was performed
to enhance the Company's ability to obtain future financing,  as the reorganized
company would be more conducive to institutional investors.

     THE NOTES AND SENIOR B PREFERRED SHARES

     On January  26, 1998 (the  "Closing"),  the  Company  entered  into a stock
purchase  agreement  with  four  institutional  investors  represented  by their
Investment  Advisor,   Pecks  Management  Partners  Ltd.  (the  "Stock  Purchase
Agreement"), pursuant to which the Company obtained $10,000,000 in debt proceeds
in exchange for Notes and 1,600,000 Senior B Preferred Shares,  which shares are
convertible into 1,600,000, or sixteen percent (16%) of the Common Shares of the
Company.  With the proceeds from the Notes,  the Company paid off  $1,484,000 of
its non-term debt and approximately  $2.8 in outstanding  payables.  The Company
continues to develop its Network which remains capital  intensive.  The proceeds
from the Notes and Senior B  Preferred  Shares,  as well as any  future  capital
lease  transactions,  will be used to finance  the  further  development  of the
Network.

     SENIOR B PREFERRED  SHARES - The Senior B Preferred Shares have a $.001 per
share liquidation preference,  and vote, on all matters submitted to the holders
of Common  Shares,  that number of shares which is equal to the number of Common
Shares into which the Senior B Preferred Shares may be converted.  Each Senior B
Preferred Share is convertible into one Common Share. Additionally,  there is an
anti-dilution  provision  which  prevents  the Senior B  Preferred  Shares  from
becoming  diluted if the Company  issues any Common  Shares at a value less than
the Trigger  Value (as defined in the Stock  Purchase  Agreement).  The Senior B
Preferred  Shares also have a  redemption  provision  permitting  the Company to
redeem the stock if the  Company  completes a  Qualifying  Public  Offering  (as
defined in the Stock Purchase Agreement) and the conversion rights have not been
exercised.  If the  Company so elects to redeem,  each holder  shall  receive an



                                       22
<PAGE>

amount  equal to the greater of the  holder's  pro rata share of the Fair Market
Value (as defined in the Stock Purchase Agreement) or $3,000,000. The holders of
Senior B Preferred Shares are also entitled to a Change of Control Put Right (as
defined in the  Agreement),  and a Public  Offering Put Right (as defined in the
Stock Purchase  Agreement),  also entitling such  shareholders to the greater of
the Fair Market Value of the Senior B Preferred Shares and $3,000,000.

     NOTES - The Notes have a ten percent (10%)  interest  rate (22.8%  implicit
rate), are due January 26, 2005, and carry certain  financial and  non-financial
covenants  which the Company must maintain.  Interest  payments on the Notes are
due  quarterly;  provided  however,  that the Company may,  until the earlier to
occur of a Qualifying Public Offering or the second  anniversary of the Closing,
issue Interest Notes (as defined in the Stock Purchase  Agreement) together with
additional  Senior B  Preferred  Shares,  in the  amount  of .0022% of the fully
diluted  outstanding  shares at the time of such  issuance per $1,000  principal
amount of Interest Notes issued.

     The Notes require mandatory  principal payments on the fifth anniversary of
the Closing whereby one-third (1/3) of the outstanding principal and all accrued
interest must be paid. On the sixth  anniversary of the Closing,  one-half (1/2)
of the  outstanding  principal  and  all  accrued  interest  must be  paid.  The
remaining outstanding principal is due at the end of the term.

     The Notes also contain mandatory  prepayment  provisions affording the Note
holders  prepayment  within two (2) days after the  consummation of a Qualifying
Public  Offering or upon a Change of Control  (as defined in the Stock  Purchase
Agreement).  In the event the Notes remain outstanding after the consummation of
a  Qualifying  Public  Offering,  the Company  shall  within ten (10) days,  the
Company shall issue to each Note holder his or her pro rata share of that number
of Senior B  Preferred  Shares  which is equal to the product of (i) a fraction,
the numerator of which is equal to $10,000,000, times (ii) that number of Senior
B Preferred  Shares which are  convertible,  upon  issuance into 6% of the fully
diluted Common Shares.

     In the event the Notes have not been repaid within  eighteen  months of the
Closing,  (i) on each anniversary  thereof until such Notes have been repaid, or
until the 24th month after the Closing,  the Company  shall issue to each holder
of  Notes,  an  amount of  Senior B  Preferred  Shares  equal to 1% of the fully
diluted outstanding Common Shares; (ii) if the Company redeems the Notes between
the 18th and 24th months from Closing with the proceeds of  Indebtedness,  which
indebtedness  has a stated maturity of 36 months or more, then the Company shall
cause the  cancellation  of the Senior B  Preferred  Shares  issued to it as set
forth in clause (i) above, and the Company shall issue to each such holder a pro
rata  share of new Senior B  Preferred  Shares,  in an amount  which is equal to
three  percent (3%) of the Common Shares on a fully diluted basis at the time of
issuance.

     If on the third  anniversary  of the  Closing the Notes have not been paid,
the Note  holders  shall be  entitled  to a Note Put  Right (as  defined  in the
Agreement),  which would  require the Company to purchase all or any part of the
holders'  Notes,  in an amount equal to the principal  amount of the Notes to be
redeemed,  plus accrued and unpaid interest thereon. If the Company is unable to
service  the Note Put  Right,  (or the  Public  Offering  Right of the  Senior B
Preferred Shares), upon the exercise thereof, the outstanding Senior B Preferred
Shares shall be canceled and new Senior B Preferred Shares shall be issued in an


                                       23
<PAGE>

amount equal to sixty percent (60%) of the Common Shares outstanding at the time
of such issuance. Accordingly, in the event the Company has not had a Qualifying
Public  Offering or otherwise paid the Notes in full, a change in control of the
Company could occur as of the third  anniversary of the Closing,  or January 26,
2001.

     SENIOR A PREFERRED SHARES

     On January 31, 1997,  the Company  closed its private  offering of Series A
Senior  Convertible  Preferred  Stock,  par value $.001 per share (the "Senior A
Preferred  Shares"),  for  approximately  $5.5  million.  The Senior A Preferred
Shares are presently convertible, in the aggregate, into 1,677,777 shares of the
Company's  common stock,  no par value (the "Common  Shares"),  or 16.67% of the
common equity of THRUCOMM.  The Company received  approximately  $1.7 million of
the offering proceeds in cash and entered into a subscription  agreement for the
remaining  $3.8 million,  which is to be funded by June 1998.  The  subscription
agreement is collateralized with the stock of a public company, which shares are
held in  escrow  and are of a value  in  excess  of the  monies  due  under  the
subscription agreement.

     The Senior A  Preferred  Shares  rank on parity with the Senior B Preferred
Shares with respect to dividend and asset distributions,  but have a liquidation
preference of $3.30 per share. Each Senior A Preferred Share is convertible into
one Common Share,  and the holders of Senior A Preferred  Shares are entitled to
vote on all  matters  coming  before the holders of Common  Shares.  There is an
anti-dilution  provision  which  prevents  the Senior A  Preferred  Shares  from
becoming diluted if the Company issues any Common Stock at a value less than the
Trigger Value. The Company may redeem  outstanding  Senior A Preferred Shares at
any time after the closing of a Qualifying  Public Offering,  at the Fair Market
Value thereof.

     NEW CUSTOMER

     In February  1998,  the Company  signed a new customer onto the Network for
500 new  remote ATM and/or  POS  sites,  with the  potential  in excess of 4,000
sites. The deployment of the new sites will occur during 1998.

                                       24
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

     The information  required by this Item is found immediately  following Item
13 of this Report.


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

     None.














































                                       25

<PAGE>

PART III

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

     The  following  table  sets forth the names and ages of the  directors  and
executive  officers of the Company (each, a "Director"  and/or  "Officer"),  the
positions and offices that each Director and Officer held with the Company,  and
the period during which each served in such positions and offices. Each Director
serves  for a term  of one  year,  until  his  successor  is  duly  elected  and
qualified.  John F.  Kolenda  and  Mark J.  Gianinni,  in  their  capacities  as
Officers,  each serve for a term of five (5) years,  until  each's  successor is
duly elected and qualified.

-------------------------------------------------------------------------------
                    TABLE OF DIRECTORS AND EXECUTIVE OFFICERS
-------------------------------------------------------------------------------
                                                         PERIOD SERVED IN
      NAME               AGE    POSITIONS/OFFICES        Office/Position (1)
================================================================================
Joseph F. Bert           51     Director                 1993 - present
-------------------------------------------------------------------------------
J. Jeffrey Brausch       54     Director                 January 1998 - present
-------------------------------------------------------------------------------
Mark J. Gianinni         43     Director                 1989 - present
                                President                1989 - present
-------------------------------------------------------------------------------
R. Brandon Harrison, Jr. 60     Director                 1993 - present
-------------------------------------------------------------------------------
Elaine E. Healy          35     Director                 January 1998 - present
-------------------------------------------------------------------------------
John F. Kolenda          54     Chairman of the Board    1989 - present
                                Director                 1989 - present
                                Chief Financial Officer  1989 - present
                                Secretary                1989 - present
                                Treasurer                1989 - present
-------------------------------------------------------------------------------
Z. David Patterson       61     Director                 1993 - present
-------------------------------------------------------------------------------
Vincent D. Rinaldi       48     Director                 1996 - present
-------------------------------------------------------------------------------

(1)  All dates preceding  THRUCOMM's  incorporation in 1996,  reflect  positions
     held with the management of THRUCOMM's predecessors, Datalinc and Fastcom.


BUSINESS EXPERIENCE OF OFFICERS AND DIRECTORS

     The  following  is a  summary  of the  business  experience  of each of the
Company's  Officers and Directors listed in the  above-referenced  table, and of
certain  other  significant  employees of the Company,  during the past five (5)
years.





                                       26
<PAGE>

     JOSEPH F. BERT is the  principal  founder and the majority  shareholder  of
Certified  Financial Group, Inc. ("CFG"),  a company that through its affiliates
provides financial planning,  investment advice, and insurance related services.
Mr. Bert is also a Certified  Financial  Planner;  a member of the  Institute of
Certified  Financial  Planners and the  International  Association for Financial
Planning;  an advisor  affiliate of Certified  Advisory Corp., an SEC registered
Investment  Advisor;  and he is an adjunct  faculty  member for the  College for
Financial Planning based in Denver,  Colorado.  Through an affiliate of CFG, Mr.
Bert served as the managing dealer for limited partnership offerings of Datalinc
and Fastcom.  He was elected to the board of directors of Datalinc and Fastcom's
General Partners pursuant to certain  agreements entered into in connection with
such  offerings.  Mr.  Bert was elected to  Thrucomm's  board as a result of his
relationship with Datalinc and Fastcom.  See Item 12 "Certain  Relationships and
Related Transactions."

     J. JEFFREY BRAUSCH is the President of J. Jeffrey Brausch & Company, a firm
that has been engaged in the business of providing  investment  banking services
for over 25 years.  The firm  specializes  in  assisting  public  and  secondary
offerings.  Mr.  Brausch has provided  consulting  services to the Company since
1996. See Item 12 "Certain  Relationships and Related Transactions." Mr. Brausch
was  elected to the Board of  Directors  of  THRUCOMM  at the  request of Thomas
O'Gara,  a greater  than ten percent  (10%)  beneficial  owner of the  Companies
Common Shares.

     MARK J.  GIANINNI is the  co-founder  of the Company and its  predecessors,
Datalinc and Fastcom.  In addition,  Mr.  Gianinni has served as the Director of
Development and Operations of the Company and its predecessors  since inception.
From 1984 to 1987,  he was  President  of  Strand  Communications,  Inc.,  which
designed and marketed PC based, media gateways primarily for the Humana chain of
hospitals.  From 1982 to 1984,  Mr.  Gianinni was Vice President of Home Cinema,
Inc.

     R.  BRANDON  HARRISON,  Jr.  has been a  Director  of Fine  Gold,  Inc.,  a
wholly-owned USA subsidiary of Altair International,  Inc. since 1995. From 1975
to present,  Mr.  Harrison has served as the  President of Petrus  Management of
Edwards,  Colorado,  a business involved in a wide range of activities including
venture  capital   activities,   investment  in  various  companies  and  rental
properties,  and a sourcing agency for trade with Russia,  CIS states, and South
East Asian countries.  Mr.  Harrison's  previous  employment  includes Procter &
Gamble Co.,  Laird,  Inc.,  and Republic  Funding Inc.,  the latter two New York
investment  banking companies.  In addition,  Mr. Harrison is a Director and the
Secretary  of  Colton  Milling  Co.,  L.L.C.,  a company  in the  flour  milling
business,  and also is (and has  been) an  officer  of  other  real  estate  and
commercial  companies.  Mr.  Harrison  attended  Harvard  College  and New  York
University.

     ELAINE E.  HEALY has been a Vice  President  of Pecks  Management  Partners
Ltd., a Registered Investment Advisor, since May of 1993. Previously,  she was a
General   Partner  of  Quantum   Partners,   Ltd.,  a  private  venture  capital
partnership,  with which she was  associated  for eight  years.  Ms.  Healy also
served  for two years as Vice  President  of the  Revere  Fund,  Inc.,  a public
closed-end   investment   fund.   Ms.  Healy  is  also  a  director  of  Precise
Technologies,  Inc., as well as several private companies, and has over thirteen
years of  investment  experience.  Ms.  Healy was  elected as a director  of the
Company pursuant to the terms of the Stock Purchase Agreement, dated January 26,
1998, by and among the Company and four (4) institutional investors.

                                       27
<PAGE>

     JOHN F. KOLENDA is the  co-founder of the Company and its  predecessors  in
1989.  Mr.  Kolenda is also the  President  of Home  Cinema,  Inc., a company he
founded in 1982 to provide turnkey video rental programs for supermarket  chains
throughout the southeastern and mid-western United States. From 1975 to 1982, he
was Vice President of Southern Data,  Inc. and President of Southern  Consulting
Group,  Inc., two sister companies involved in financial computer system design,
programming  services  and data  processing  services.  From  1970 to 1975,  Mr.
Kolenda  was a manager in the  Management  Advisory  Services  Division of Price
Waterhouse.  He received a B.S. in Electrical  Engineering in 1965 from Bucknell
University  and an MBA degree in 1970 from The  Wharton  School,  University  of
Pennsylvania.

     Z. DAVID PATTERSON has served, since 1992, as the Executive Vice President,
Treasurer and Secretary of Blue Chip Venture Company ("Blue Chip Venture"),  the
General  Partner of Blue Chip  Capital  Fund,  a $44  million,  Cincinnati-based
venture capital fund which  specializes in growth equity investment in privately
owned companies  located  primarily in the Mid-west  ("Blue Chip Capital").  Mr.
Patterson  serves  in  similar  capacities  in Blue Chip  Capital  and its other
affiliates.  From 1973-1991,  Mr. Patterson served as Vice President and then as
President of New England  Capital  Corporation,  a venture capital firm based in
Boston,  with a portfolio value of $50 million.  From 1962-1973,  Mr.  Patterson
held a broad range of corporate lending  positions at Bank of New England.  From
1994 to the  present,  Mr.  Patterson  has served as a  director  for Lan Vision
Systems,  Inc.  Mr.  Patterson  received a B.S. in Finance in 1961 and an MBA in
1967 from Babson College,  in Boston,  Massachusetts.  Mr. Patterson serves as a
director  of the  Company  pursuant  to  various  agreements  between  Blue Chip
Capital,  or its affiliates,  and the Company and its predecessors.  See Item 12
"Certain Relationships and Related Transactions."

     VINCENT  D.  RINALDI  is the  CEO of  Information  Leasing  Corporation  of
Cincinnati,  Ohio which he founded in 1984 ("ILC").  Since April of 1990, he has
been the CEO of Procurement  Alternative  Corporation,  which currently  manages
over $300 million of lease  transactions and negotiates the procurement of lease
financing for Fortune 100  companies.  Mr.  Rinaldi was  previously  employed by
Xerox Corp.  from 1973 to 1984,  and by Ernest & Ernest  from 1971 to 1973.  Mr.
Rinaldi received a B.S. in Accounting from the University of Cincinnati in 1971.

     Pursuant  to an  agreement  by and  between  ILC and  one of the  Company's
predecessors,  Fastcom,  ILC was  granted  the right to have at least one of its
representatives  elected to the Board of Directors of Fastcom's General Partner,
which  number of seats on the board is  subject to  increase,  if  necessary  to
maintain  ILC's  initial  percentage  representation  on such  board.  After the
Reorganization,  ILC has provided similar services to Thrucomm.  Mr. Rinaldi was
elected to Thrucomm's Board of Directors as a result of this  relationship  with
Fastcom.  See Item 12, "Certain Relationships and Related Transactions".

SIGNIFICANT EMPLOYEES

     THOMAS A. EGNER,  JR.,  age 47,  joined the Company as Director of Sales in
1991.  Mr.  Egner  has  increased  over five  fold the  number of the  Company's
installed transceivers. In 1995 Mr. Egner was named Vice President of Sales when
the Network was added to his sales and marketing responsibilities.  Recently, he
was  responsible  for signing  Star Bank,  the  Network's  first  account and is
currently in sales discussions with the top transaction processors in the United
States.  Prior to his tenure at the  Company,  he served in other  Senior  Sales


                                       28
<PAGE>

positions  with Hughes  Communications,  Geostar  and  Burlington  Northern.  He
received a B.S. in Business from the University of Cincinnati in 1974 and an MBA
in 1977 from Baldwin-Wallace.

     THOMAS C. GREGGO,  age 40, has been  Director of Network  Operations  since
1991. Mr. Greggo oversaw the construction, installation and commissioning of the
Company's  Hub and  currently  directs  the daily  operation  of that  facility.
Additionally,  in 1993, Mr. Greggo was named Director of Network Development for
the Network,  which includes design and implementation  responsibilities  of the
Network's  architecture  and the  DP1000  radio.  Prior to his  tenure  with the
Company,  he managed and supported a PC based  network for Home Cinema,  Inc. in
St. Petersburg,  Florida. Mr. Greggo attended Ohio State University,  College of
Engineering and graduated from Jefferson Technical Institute in 1976.

     RENE  TREMBLAY,  age 36, has been Director of Network  Engineering  for the
Company  since 1991 and was named to the same post for the  Network in 1993.  In
those positions he has total  responsibility  for customer network  engineering,
the  Network's  backbone  architecture,  performance  and capacity  planning and
directs customer pilot implementation.  Mr. Tremblay also directed the Network /
Company  integration and was  responsible  for designing the Networks'  backbone
protocol.  He came to the  Company  from Telsat  Canada,  where he worked in the
fields of telephone switching, public data networks and mainframe communications
using both terrestrial and satellite-based networks. He graduated Cum Laude from
the University of Ottawa in 1989 with a B.S. in Computer Science.

     MICHAEL  C.  MOTHERSHEAD,  age 38,  serves  in dual  roles as  Director  of
Installations and Program Manager. As Installation  Director,  he is responsible
for the  coordination  and installation of both the Network and Company customer
sites and has both Company installers and  sub-contractors  reporting to him. As
Program  Manager,   Mr.  Mothershead  is  responsible  for  reconciling  Company
resources and equipment to customer contracts and equipment  inventories.  Prior
to his tenure at the Company,  Mr. Mothershead was a Production Manager for NCR,
and a Senior Technician for a Hughes Communications installation sub-contractor.
Mr.  Mothershead  graduated  from Tampa  College in 1983 with an A.S.  degree in
Computer Programming.

     J. THOMAS DICHIARO,  age 29, as Principal  Engineer,  Mr. Dichiaro designed
both the hardware and software of the DP1000 radio, and is primarily responsible
for the  conceptualization  and implementation of the DP1000 radio manufacturing
process.  Additionally,  he plays a key roll in the strategic planning of future
DP1000 radio development.  Prior to joining the Company,  Mr. Dichiaro developed
integrated  circuits and designed  software for DEC. He has a B.S. in Electrical
Engineering  (1990) and a Masters in Electrical and Computer  Engineering (1992)
from the University of Cincinnati, and is currently working on the completion of
his Doctorate in Computer Engineering at the University of Cincinnati.

     JAMES R. SPURLOCK,  age 30, is the Network Control Center  Manager.  As NCC
Manager,  Mr.  Spurlock  has  eight  system  operators  reporting  to  him.  His
responsibilities  also include the  installation,  maintenance and repair of the
VSAT Hub, and troubleshooting  existing customer networks. Mr. Spurlock played a
key  design  role  in the  Network's  routing  architecture  and  was  primarily
responsible for developing the Network's site commissioning procedures. Prior to
joining the  Company,  Mr.  Spurlock  installed  LAN/WAN  networks and VSATs for
Hughes Communications. Mr. Spurlock joined the Company in 1992.



                                       29
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Under Section 16(a) of the Exchange Act, all executive officers, directors,
and each person who is the beneficial owner of more than 10 percent of any class
of any equity  security of a company which is registered  pursuant to Section 12
of the Exchange  Act, are required to report the ownership of such common stock,
options, and stock appreciation rights (other than certain cash-only rights) and
any changes in that ownership with the Securities and Exchange  Commission  (the
"SEC").  Specific due dates for these  reports have been  established,  and such
companies are required to report, in a Form 10-KSB,  any failure of its officers
and directors to comply therewith during the last completed fiscal year.

     The  Company  does not  have any  class  of any  equity  security  which is
registered  pursuant  to Section 12 of the  Exchange  Act and  accordingly,  its
directors  and  officers  are not  required,  pursuant  to Section  16(a) of the
Exchange Act to file any  statement of the amount of such equity  securities  of
the Company of which he or she is the beneficial owner.

DIRECTOR MEETINGS AND COMMITTEES

     During the fiscal year ended  December 31, 1997 ("Fiscal  Year 1997"),  the
Board of Directors of the THRUCOMM  held a total of four (4) regular and one (1)
telephonic  meetings;  the Board of Directors of the General Partner of Datalinc
held a total of three (3)  regular  and zero (0)  telephonic  meetings;  and the
Board of Directors of Fastcom's General Partner held a total of four (4) regular
and one (1) telephonic meetings.  Each of the Directors of the respective Boards
attended more than 75% of the total number of said meetings.

     Prior to the  consummation  of the  Reorganization  on  November  1,  1997,
neither  the  Company  nor its  predecessor  limited  partnerships  had an Audit
Committee.  In February  1998, an Audit  Committee of the Board of Directors was
established. The Audit Committee is responsible for recommending to the Board of
Directors the  engagement or discharge of the  independent  public  accountants,
meeting with the independent  public accountants to review the plans and results
of  the  audit  engagement,  approving  the  services  to be  performed  by  the
independent public accountants, considering the range of the audit and non-audit
fees,  reviewing  the adequacy of the Company's  system of internal  accounting,
reviewing the scope and results of the Company's internal audit procedures.  The
Audit Committee is comprised of Joseph F. Bert, J. Jeffrey  Brausch,  and Elaine
E. Healy.

     Similarly, neither the Company nor its predecessor limited partnerships had
a Compensation and Stock Option  Committee,  and in February 1998 a Compensation
and Stock  Option  Committee  of the Board of  Directors  was  established.  The
Compensation and Stock Option Committee  administers the Company's  Non-Employee
Directors'  Non-Statutory  Stock Option Plan and its Incentive and Non-Statutory
Stock Option Plan. The committee makes recommendations to the Board of Directors
with respect to the  Company's  compensation  policies and the  compensation  of
executive officers.  The Compensation and Stock Option Committee is comprised of
Joseph F. Bert, J. Jeffrey Brausch, and R. Brandon Harrison.







                                       30
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION OF DIRECTORS

     Except for the Company's Non-Employee Directors  Non-Statutory Stock Option
Plan (the  "Non-Employee  Directors' Plan"),  there was no standard  arrangement
pursuant to which  directors of the Company are  compensated  for their services
provided to the  Company as  directors,  including  committee  participation  or
special  assignments in the last completed  fiscal year.  Neither were there any
other compensation arrangements during the Company's last completed fiscal year,
such as consulting  contracts,  entered into in  consideration of any director's
service on the board.

     Under the terms of the Company's Non-Employee Directors Non-Statutory Stock
Option Plan, each non-employee  director,  on the date of his or her appointment
to the Board,  shall be granted a ten (10) year option to purchase an  aggregate
of 5,000 Common Shares, and, on the date of the annual  stockholders  meeting of
the Company,  each non-employee  director hall be granted a ten (10) year option
for the purchase of 1,000 Common  Shares.  As of March 31, 1998, no options have
been granted to any Directors.  See "NON-EMPLOYEE  DIRECTORS NON-STATUTORY STOCK
OPTION PLAN" below.

     Commencing  1998, the Company's  outside  Directors  shall receive a $7,500
annual retainer,  $1,000 per meeting for attendance at Board Meetings,  $500 per
telephonic meeting,  plus reimbursement for out -of-pocket  expenses.  Committee
members will receive $1,000 per committee meeting which is not associated with a
regular meeting.

     There are no other  standard  or special  arrangements  regarding  Director
compensation, except pursuant to the Non-Employee Directors' Plan.

STOCK OPTION PLANS

INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN.

     The Company has adopted an Incentive  and  Non-Statutory  Stock Option Plan
(the  "Plan"),  to attract,  maintain  and  develop  management  by  encouraging
ownership of the Company's  Common Stock by Directors,  Officers,  and other key
employees.  The  following  is a summary  of the  provisions  of the Plan.  This
summary is  qualified  in its entirety by reference to the Plan, a copy of which
may be obtained from the Company.

     The Company  currently has 200,000 Common Shares reserved for issuance upon
exercise of options under the Plan, however it is considering an increase in the
number of shares subject to the Plan. The Plan is  administered  and interpreted
by the  Board of  Directors.  The  Board of  Directors  has  appointed  a option
committee,  comprised solely of "Non-Employee Directors" as defined in the Plan,
which   committee   has  the  power,   subject  to  Board   approval,   to  make
recommendations to the Board as to whom options should be granted, the number of
shares covered by each option, the time or times of option grants, and the terms
and conditions of each option.

     Options granted under the Plan may be either incentive  options (as defined
in Section 422 of the Internal  Revenue  Code) or  non-statutory  options.  Each
option  shall be  evidenced  by an option  agreement  containing  such terms and


                                       31
<PAGE>

provisions  as the  Board or  Option  Committee  shall  from  time to time  deem
appropriate,  PROVIDED  HOWEVER,  and  notwithstanding  anything  in  an  option
agreement  to the  contrary,  each option  shall  expire no later than the tenth
anniversary  of the date on which  the  option  was  granted,  and the per share
exercise  price of an option shall be not less than the "fair  market  value" of
the Common Shares on the date of the grant.  Options  granted under the Plan are
not  transferable,  except by will or by  operation  of the laws of descent  and
distribution.

NON-EMPLOYEE DIRECTORS' NON-STATUTORY STOCK OPTION PLAN

     The Company has also adopted a Non-Employee Directors'  Non-Statutory Stock
Option  Plan  (the  "Non-Employee  Directors'  Plan")  which is  intended  as an
incentive  for  members of the Board of  Directors  who are not  employed by the
Company to acquire or  increase a  proprietary  interest  in the  success of the
Company.  The  following  is a summary  of the  provisions  of the  Non-Employee
Directors'  Plan.  This summary is qualified in its entirety by reference to the
Non-Employee Directors' Plan, a copy of which may be obtained from the Company.

     The Company has reserved an aggregate of 100,000 Common Shares for issuance
upon the exercise of stock  options  granted under its  Non-Employee  Directors'
Plan.  The Board of Directors may appoint an Option  Committee to administer and
interpret said plan. The Non-Employee  Directors' Plan provides for the granting
of non-statutory  stock options and is considered a "formula plan." On the dated
of  appointment  to the Board of  Directors,  a new  director  is entitled to be
granted and options  for 5,000  Common  Shares  (the  "Initial  Option"),  which
Initial  Option shall vest and become  exercisable at the rate of twenty percent
(20%) per year  after the  expiration  of the first year  following  the date of
grant.  On the  date of each  annual  stockholders  meeting,  each  non-employee
director  shall receive an option for 1,000 Common  Shares (each such grant,  an
"Annual Option"),  which Annual Option shall vest and become exercisable one (1)
year from the date of grant.  Options become  immediately  exercisable  upon the
occurrence of certain events, and the Board,  consistent with federal securities
laws, my accelerate the exercise date of an option.

     Each option shall be evidenced by an option agreement containing such terms
and  provisions  as the Board or Option  Committee  shall from time to time deem
appropriate,  PROVIDED  HOWEVER,  and  notwithstanding  anything  in  an  option
agreement  to the  contrary,  each option  shall  expire no later than the tenth
anniversary  of the date on which  the  option  was  granted,  and the per share
exercise  price of an option shall be not less than the "fair  market  value" of
the  Common  Shares  on the  date  of  the  grant.  Options  granted  under  the
Non-Employee  Directors'  Plan  are  not  transferable,  except  by  will  or by
operation of the laws of descent and distribution.

EMPLOYMENT AGREEMENTS

     The Company has entered into  employment  agreements with Mark J. Gianinni,
its President and John F. Kolenda,  its Chief Financial  Officer,  Secretary and
Treasurer.  The  employment  agreements  provide  for annual  base  salaries  of
$160,000  and  $150,000  for  Messrs.  Gianinni  and Kolenda  respectively.  The
employment agreements further provide for: (i) the possibility of an annual cash
bonus in an amount approximately equal to 20% of the annual base salary, subject
to Board discretion,  (ii) the reimbursement of reasonable  expenses incurred in



                                       32
<PAGE>

furtherance of the Company's  business,  (iii) medical and disability  benefits,
and (iv)  participation  in the Company's stock option,  profit sharing or other
incentive plans.

     The term of Messrs.  Gianinni  and  Kolenda's  employment  with the Company
commenced  on November 1, 1997 and shall  terminate  five (5) years  thereafter,
PROVIDED  HOWEVER,  either party to an  employment  agreement  may terminate the
employment  upon the  delivery  of a written  notice of his or its  election  to
terminate,  which  termination  shall be effective one hundred twenty days (120)
after the delivery of such notice.  If the Company  terminates the employment of
Mr. Gianinni or Mr. Kolenda without  "Reasonable Cause" or due to the employee's
disability,  or if the employee voluntarily  terminates his employment for "Good
Reason" (including a "Change of Control"),  or if an employment agreement is not
renewed  for any reason at the end of the term  thereof,  the  subject  employee
shall be entitled to a severance  compensation  equal to his  then-current  base
salary and outplacement services, for the period of time the employee is subject
to the covenant not to complete provisions of the employment agreements.

SUMMARY COMPENSATION TABLE

     The following table sets forth the  compensation  awarded to, earned by, or
paid to Mark J.  Gianinni and John F. Kolenda for their  services to the Company
in any  capacity.  The  Company  has not  designated  any  person  as its  Chief
Executive  Officer,  and  there  are no  other  Officers  or  individuals  whose
compensation exceeded $100,000 for this period.

                                SUMMARY COMPENSATION TABLE
                    ---------------------------------------------------
                   |  Annual Compensation  |     Long-Term Compensation|
                   |                       ----------------------------|
                   |                       |      Awards       |Payouts|
------------------------------------------------------------------------------
            |      |        |     |        |         | Secur-  |       |
            |      |        |     |        |         | ities   |       |
            |      |        |     | Other  | Re-     | Under-  |       |All
            |      |        |     | Annual | stricted| lying   |       |Other
 Name and   |      |Salary  |     | Compen-| Stock   | Options/|LTIP   |Compen-
 Principal  |Fiscal| ($)    |Bonus| sation | Award(s)|  SARs   |Payouts|sation
 Position   |Year  | (1)    | ($) |   ($)  |   ($)   |   (#)   | ($)   | ($)
------------------------------------------------------------------------------
 Mark J.    |      |        |     |        |         |         |       |
 Gianinni,  |      |        |     |        |         |         |       |
 President  |1997  |$151,667|  0  |    0   |    0    |    0    |   0   |  0
------------------------------------------------------------------------------
 John F.    |      |        |     |        |         |         |       |
 Kolenda    |      |        |     |        |         |         |       |
 CFO,       |      |        |     |        |         |         |       |
 Secretary, |      |        |     |        |         |         |       |
 Treasurer  | 1997 |$150,000|  0  |    0   |    0    |    0    |    0  |  0
------------------------------------------------------------------------------
(1)     Salary for the last  completed  fiscal year  includes  amounts  received
        pursuant  to  management  agreements  with the  Company's  predecessors,
        Datalinc and Fastcom.  Such management  agreements were terminated as of
        the  effective  date of the  Reorganization  and the terms of such prior
        management  agreements  are  summarized  in the  Company's  Registration
        Statement on Form S-4, effective September 3, 1997.

                                       33
<PAGE>

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

     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 1998, by (i) each person
known to the Company to own beneficially more than 5% of its Common Shares, (ii)
each director and executive officer of the Company,  and (iii) all directors and
executive  officers as a group.  As of March  31,1998,  there was one (1) Common
Share issued and outstanding.

________________________________________________________________________________
                                          AMOUNT AND NATURE       PERCENTAGE
NAME AND ADDRESS                          OF BENEFICIAL           OF
OF BENEFICIAL OWNER                       OWNERSHIP (1)(2)        CLASS(3)(4)
________________________________________________________________________________

Integrated Communication Networks, Inc.
   1641 Commerce Avenue North
   St. Petersburg, Florida 33716.........              1 (5)       100%

Pecks Management Partners Ltd.
   One Rockefeller Plaza, Suite 900
   New York, New York 10020        .....       1,600,000 (6)       100%

Thomas M. O'Gara........................       1,166,666 (7)       100%
   9113 Le Saint Drive
   Fairfield, Ohio 45014

Greg C. Mosher..........................         100,000 (8)       100%
   5251 DTC Parkway
   Suite # 825
    Greenwood Village, Colorado 80111

John H. Wyant...........................          75,757 (9)       100%
   Blue Chip Venture Company
   2000 PNC Center
   201 East Fifth Street
   Cincinnati, Ohio 45202

John N. Taylor, Jr. ....................          60,636(10)       100%
   2271 Arbor Boulevard
   Dayton, Ohio 45439

S. William Miller and...................          33,300(11)       100%
N. Pauline Miller
   7576 Silver Creek
   Cleves, Ohio 45002

David W. McCauley.......................          30,304 (1)       100%
   28 East Drive
   Box # 535
   Hartville, Ohio 44632

Bernard F. Masters, D.O.................          30,303(13)       100%
   340 Tucker Drive
   Worthington, Ohio 43085


                                       34
<PAGE>
________________________________________________________________________________
                                          AMOUNT AND NATURE       PERCENTAGE
NAME AND ADDRESS                          OF BENEFICIAL           OF
OF BENEFICIAL OWNER                       OWNERSHIP (1)(2)        CLASS(3)(4)
________________________________________________________________________________

Jerry L. Ruyan..........................          30,303(14)       100%
   8730 Red Fox Lane
   Cincinnati, Ohio 45243

James E. Evans..........................          30,300(15)       100%
   One East Fourth Street, #919
   Cincinnati, Ohio 45202

Daniel E. Dosoretz, M.D.................          15,151(16)        99%
   13211 Ponderosa Way
   Fort Meyers, Florida 33907

Harry C. Brown..........................          10,000(17)        99% 
   9300 Cunningham Road
   Cincinnati, Ohio 45243

William Motto...........................           8,000(18)        99% 
   3471 Riverhills Drive
   Cincinnati, Ohio 45244

Paul T. Rogalski........................           7,500(19)        99%
   9 Lake Ridge Court
   Burr Ridge, Illinois 60521

Marshall Weinstein......................           6,061(20)        99%
   1900 Clendenin Lane
   Riverwoods, Illinois 60015

Joseph F. Bert..........................               0             *

J. Jeffrey Brausch......................          47,230(21)       100%

Mark J. Gianinni........................               1(22)       100%

R. Brandon Harrison.....................               0             *

Elaine E. Healy.........................       1,600,000(23)       100%

John F. Kolenda.........................               1(24)       100%

Z. David Patterson......................          75,757(25)       100%

Vincent D. Rinaldi......................          15,152(26)        99%

All directors and officers as a group
(8 persons).............................       1,738,140           100%
-------------------
*     Less than 1%

(1)  In accordance with Rule 13d-3  promulgated  pursuant to the Exchange Act, a
     person is deemed to be the beneficial owner of a security,  for purposes of

                                       35
<PAGE>

     the rule,  if he or she has or  shares  voting or  dispositive  power  with
     respect to such security, or has the right to acquire such ownership within
     sixty days. As used herein,  "voting  power" is the power to vote or direct
     the voting of shares,  and  "dispositive  power" is the power to dispose or
     direct the  disposition of shares,  irrespective  of any economic  interest
     therein.

(2)  Except as otherwise  indicated by footnote,  the persons named in the table
     have sole voting and  investment  power with  respect to all Common  Shares
     beneficially owned by them.

(3)  Percentage  ownership for a given  individual or group is calculated on the
     basis of (i) the amount of  outstanding  Common Shares (one (1) as of March
     31, 1998) PLUS,  (ii) the number of Common  Shares that such  individual or
     group  has the  right  to  acquire  within  60 days  pursuant  to  options,
     warrants, conversion privileges or other rights. SEE, Instruction 3 to Item
     403, of Regulation S-B under the Exchange Act.

(4)  Datalinc,  Ltd. is the record owner of the only Common Share that is issued
     and outstanding. All of the other beneficial owners identified in the table
     hold  Senior  A  or  Senior  B  Preferred  Shares,  which  are  immediately
     exercisable.  If any one of such  persons  converts  his or her  holding to
     Common  Shares,  and the other  holders  did not,  that  person  would have
     beneficial ownership of 99-100% of the outstanding Common Shares,  however,
     such person would not have the same percentage of voting  control,  because
     the  holders  of  all of the  Company's  series  of  preferred  shares  are
     empowered with voting privileges on all matters presented to the holders of
     Common Shares.

(5)  Integrated  Communication  Networks,  Inc. ("ICN"), as a General Partner of
     Datalinc, Ltd., has beneficial ownership of the only issued and outstanding
     Common Share of the Company, which share is held of record by Datalinc. ICN
     is a Florida  corporation  which is owned  equally by Messrs.  Gianinni and
     Kolenda, who are directors and executive officers of THRUCOMM.

(6)  Pecks Management Partners Ltd., a Registered Investment Advisor,  exercises
     beneficial  ownership  on behalf of NAP & Company,  HARE & Co.,  Fuelship &
     Company,  and Northman & Co., with respect to,  collectively,  (i) zero (0)
     outstanding  Common Shares and (ii) an aggregate of 1,600,000 Common Shares
     which such  companies have the right to acquire within sixty (60) days upon
     the conversion of Senior B Preferred  Shares  registered in their names, or
     1,008,000, 128,000, 186,400, and 277,600 Common Shares, respectively.

(7)  Mr.  O'Gara has  beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares,  and (ii) 1,166,666 Common Shares which he has the right to acquire
     within  sixty  (60)  days,  upon the  conversion  of (a)  583,333  Senior A
     Preferred  Shares  registered to the Thomas M. O'Gara  Family Trust,  dated
     July 8, 1982, as amended,  a revocable living trust, of which Mr. O'Gara is
     the  Trustee,  and (b) 583,333  Senior A  Preferred  Shares  registered  to
     MeesPierson Management (Guernsey) Limited.

(8)  Mr.  Mosher has  beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares,  and (ii)  100,000  Common  Share which he has the right to acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.


                                       36
<PAGE>

(9)  Mr.  Wyant has  beneficial  ownership  of (i) zero (0)  outstanding  Common
     Shares,   and  (ii)  75,757  Common  Shares  which  Blue  Chip  /  Datalinc
     Corporation ("BC/DC") has the right to acquire within sixty (60) days, upon
     conversion  of the Senior A  Preferred  Shares that are  registered  in its
     name. Mr. Wyant shares,  with Z. David  Patterson,  voting and  dispositive
     power over the securities that are registered to BC/DC.

(10) Mr.  Taylor has  beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares and (ii) 60,636 Common Shares which the K - K Realty Company ("K - K
     Realty") has the right to acquire within sixty (60) days,  upon  conversion
     of the Senior A  Preferred  Shares  that are  registered  in its name.  Mr.
     Taylor is the Managing General Partner of K - K Realty.

(11) Mr. and Mrs. Miller have  beneficial  ownership of (i) zero (0) outstanding
     Common  Shares and (ii) 33,300  Common  Shares which they have the right to
     acquire within sixty (60) days,  upon  conversion of the Senior A Preferred
     Shares that are registered in their names.

(12) Mr. McCauley has beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares  and (ii)  30,304  Common  Shares  which he has the right to acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.

(13) Dr. Masters has  beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares  and  (ii)  30,303  Common  Shares  which  the  Bernard  F.  Masters
     Individual  Retirement  Account  (the  "Account")  has the right to acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in the name of the Account.

(14) Mr.  Ruyan has  beneficial  ownership  of (i) zero (0)  outstanding  Common
     Shares  and (ii)  30,303  Common  Shares  which he has the right to acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.

(15) Mr.  Evans has  beneficial  ownership  of (i) zero (0)  outstanding  Common
     Shares  and (ii)  30,300  Common  Shares  which he has the right to acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.

(16) Dr. Dosoretz has beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares  and (ii)  15,151  Common  Shares  which he has the right to acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are  registered in his name. He shares  voting and  dispositive  power
     with his spouse Celia Dosoretz.

(17) Mr.  Brown has  beneficial  ownership  of (i) zero (0)  outstanding  Common
     Shares and (ii) 10,000 Common Shares which he has a right to acquire within
     sixty (60) days, upon conversion of the Senior A Preferred  Shares that are
     registered in his name.

(18) Mr.  Motto has  beneficial  ownership  of (i) zero (0)  outstanding  Common
     Shares  and (ii)  8,000  Common  Shares  which he has the right to  acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.



                                       37
<PAGE>

(19) Mr. Rogalski has beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares  and (ii)  7,500  Common  Shares  which he has the right to  acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.

(20) Mr. Weinstein has beneficial  ownership of (i) zero (0) outstanding  Common
     Shares  and (ii)  6,061  Common  Shares  which he has the right to  acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.

(21) Mr. Brausch has  beneficial  ownership of (i) zero (0)  outstanding  Common
     Shares  and (ii)  47,230  Common  Shares  which he has the right to acquire
     within sixty (60) days,  upon  conversion of the Senior A Preferred  Shares
     that are registered in his name.

(22) Mr.  Gianinni has beneficial  ownership of the one (1)  outstanding  Common
     Share which is registered to Datalinc, Ltd. ("Datalinc"). Mr. Gianinni is a
     fifty  percent  (50%)  owner  of  Datalinc's  General  Partner,  Integrated
     Communication Networks,  Inc., and, with John F. Kolenda, shares voting and
     dispositive power of the Common Share that is registered to Datalinc.

(23) Ms. Healy, in her capacity as Vice President of Pecks  Management  Partners
     Ltd., a Registered  Investment Advisor,  ("Pecks Management") may be deemed
     to have  beneficial  ownership of the  1,600,000  Common  Shares over which
     Pecks  Management  exercises  beneficial  ownership  on behalf  of  certain
     institutional  investors  identified  in  footnote  6.  Ms.  Healy,  in her
     personal capacity,  has no pecuniary or other interest in any securities of
     the Company.

(24) Mr.  Kolenda has  beneficial  ownership of the one (1)  outstanding  Common
     Share  registered to Datalinc,  Ltd.  ("Datalinc").  Mr. Kolenda is a fifty
     percent (50%) owner of Datalinc's General Partner, Integrated Communication
     Networks, Inc., and, with Mr. Gianinni, shares voting and dispositive power
     of the Common Share that is registered to Datalinc.

(25) Mr. Patterson has beneficial  ownership of (i) zero (0) outstanding  Common
     Shares and (ii) 75,757 Common Shares which Blue Chip / Datalinc Corporation
     ("BC/DC") has the right to acquire within sixty (60) days,  upon conversion
     of the Senior A Preferred  Shares that are registered to it. Mr.  Patterson
     shares, with John H. Wyant, voting and dispositive power, of the securities
     that are registered to BC/DC, with John H. Wyant.

(26) Mr. Rinaldi has beneficial  ownership of zero (0) outstanding Common Shares
     and a right to acquire beneficial  ownership of 15,152 Common Shares within
     sixty (60) days, upon conversion of the Senior A Preferred  Shares that are
     registered in his name and the name of h is spouse,  Anne M. Rinaldi,  with
     whom he shares voting and dispositive power.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     JOSEPH  F.  BERT - Mr.  BERT is the  principal  founder  and  the  majority
shareholder of Certified  Financial Group, Inc. ("CFG"),  a company that through
its affiliates  provides  financial  planning,  investment advice, and insurance
related services. CFG's affiliate CFG Securities Corp., a member of the National
Association of Securities  Dealers,  Inc. ("CFG Securities") was engaged to sell


                                       38
<PAGE>

limited  partnership  interests  in  connection  with the private  offerings  of
Datalinc's  Series 200, 300,  300E1 and 300E2  Limited  Partnership  Units,  and
Fastcom's Series 100 and Series 200 Limited  Partnership Units. In consideration
of such  services,  CFG  received  options to acquire  an  aggregate  4% limited
partnership  interest  in  Datalinc  for $1,  and an  aggregate  2.171%  limited
partnership interest in Fastcom, for $240,000.

     J.  JEFFREY  BRAUSCH - Mr.  Brausch  entered into a  Professional  Services
Agreement with the Company, in January 1998 (the "Services Agreement"). Pursuant
to the Services Agreement,  Mr. Brausch received $30,000 for consulting services
to the Company from July 1997 to December  1997, in connection  with the private
placement of the Senior A Preferred Shares. Commencing January 1998, Mr. Brausch
will be paid $4,166.67 per month, for a period of thirty-six (36) months, for on
going  general  consulting  services to the  Company.  In addition  the Services
Agreement  also  provides  for  payments  to Mr.  Brausch in  connection  with a
three-phase  program,  for which he will  receive  $40,000 for the first  phase,
$80,000  for the second  phase,  and $80,000  for the third  phase.  Payment for
phases one (1) and two (2) were made to Mr. Brausch on January 26, 1998. Payment
for phase three (3) will be spread out over 36 monthly payments of $2,222.22.

     Z. DAVID PATTERSON - Mr. Patterson has served, since 1992, as the Executive
Vice President, Treasurer and Secretary of Blue Chip Venture Company ("Blue Chip
Venture"), the General Partner of Blue Chip Capital Fund Limited Partnership,  a
$44 million,  Cincinnati-based  venture capital fund which specializes in growth
equity investment in privately owned companies located primarily in the Mid-west
("Blue Chip Capital  Fund").  Blue Chip / Datalinc  Corporation,  a wholly-owned
subsidiary of Blue Chip Capital, is a Delaware corporation, originally organized
as an Ohio  corporation  in February  1992,  for the sole  purpose of  providing
financing to Datalinc.

     In April 1993 and September  1993,  Blue Chip entered into  agreements with
Datalinc,  its General Partner, and Messrs.  Kolenda and Gianinni,,  pursuant to
which Blue Chip  purchased  shares of Series 300  Limited  Partnership  Units in
Datalinc,  and  in  exchange  therefore,  Blue  Chip  received  certain  rights,
interests,   and  preferences  from  Messrs.  Kolenda  and  Gianinni,  and  from
Datalinc's  General Partner,  with respect to its interest in, and management of
Datalinc (the "First and Second Agreements," respectively). The First and Second
Agreements were amended in August 1997 to make certain  agreements in connection
with the  Reorganization  (the "Third  Agreement").  The Agreements were amended
again in January 1998 to make certain modifications thereto, and to make certain
new  agreements  in  contemplation  of the  Company's  sale of its Notes and its
Senior A and Senior B Preferred Shares.

     Also in August 1997,  Blue Chip  Capital  Fund  provided the Company with a
guarantee  of a $300,000  bridge loan,  pursuant to which the Company  agreed to
issued to Blue Chip Capital Fund  warrants for the purchase of Common  Shares if
the bridge loan was not fully discharged on or before October 31, 1997, which it
was not.  Accordingly,  on January 26, 1998, the Company  entered into a warrant
agreement to issue to Blue Chip Capital Fund warrants for the  purchase,  at any
time until  January 27, 2001,  up to an aggregate of 67,333  Common Shares at an
exercise price of $0.002 per share.

     VINCENT D.  RINALDI - Mr.  Rinaldi is a director  of the Company as well as
the CEO and Chairman of the Board of Information  Leasing  Corporation,  an Ohio
corporation ("ILC"). In November of 1995, Fastcom entered into an agreement with
Information  Leasing  Corporation  ("ILC")  pursuant to which ILC leases certain

                                       39
<PAGE>

Network  equipment,  including radio  equipment and personal earth stations,  to
THRUCOMM.  The Company  subleases such equipment to its customers through ISA's,
as described  under "Customer  Equipment  Financing" in Item 1 of Part I of this
Report.  The Company guarantees the ISA's to ILC and ILC in turn uses such ISA's
as collateral for the leases and equipment.

     As of December 31, 1996, ILC had no equity interests in Fastcom,  but as of
April 30, 1997,  ILC had acquired  the .905%  equity  interest in Fastcom  (from
Datalinc's limited partnership interest in Fastcom), based upon the financing of
at least $1 million of equipment through ILC leases. ILC financed  approximately
$1,310,000 and $750,000 of Network equipment in 1997 and 1996, respectively. ILC
transferred  such .905% interest to Vincent  Rinaldi and two of his  associates.
ILC is  entitled  to an  additional  .4525%  for each $3  million  of  equipment
financed  thereafter,  up to a total of 4.525% of the  equity of  Fastcom or its
successors.  ILC was acquired in  stock-for-stock  merger by Provident  Bancorp,
Inc. in December, 1996. ILC is now wholly-owned subsidiary of Provident Bancorp,
Inc.








































                                       40
<PAGE>

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

(A)     INDEX TO EXHIBITS

     The following  exhibits are filed with or incorporated by reference in this
Registration Statement:

EXHIBIT NO.    DESCRIPTION OF EXHIBIT

2.1            Agreement  and Plan of  Reorganization,  by and  among  Datalinc,
               Ltd., Fastcom, Ltd. and Thrucomm, Inc., dated August 26, 1997.*

3.1            Articles of  Incorporation  of Thruco,  Inc.* 

3.2            Articles of  Amendment  to Articles of  Incorporation  of Thruco,
               Inc., changing the corporate name to Thrucomm, Inc.*

3.3            Articles of Amendment to Articles of  Incorporation  of Thrucomm,
               Inc., filing Certificates of Designation of Preferred Stock.**

3.4            Certificate   of   Designation   of  the   Series,   Preferences,
               Limitations  and  Relative  Rights of the  Series  A-P  Mandatory
               Convertible Preferred Stock.**

3.5            Certificate   of   Designation   of  the   Series,   Preferences,
               Limitations   and   Relative   Rights  of  the  Series  A  Senior
               Convertible Preferred Stock.**

3.6            Certificate   of   Designation   of  the   Series,   Preferences,
               Limitations   and   Relative   Rights  of  the  Series  B  Senior
               Convertible Preferred Stock.**

3.7            By-laws  of   Thrucomm,   Inc.**

10.1           Agreement   by  and  between  Blue   Chip/Datalinc   Corporation,
               Integrated Communication Networks, Inc., John F. Kolenda, Mark J.
               Gianinni and Datalinc, Ltd., dated as of September 1, 1993.*

10.2           Amendment  to   Agreement  by  and  between  Blue   Chip/Datalinc
               Corporation,  Integrated  Communication  Networks,  Inc., John F.
               Kolenda, Mark J. Gianinni and Datalinc,  Ltd., dated September 1,
               1993.*

10.3           Agreement  by  and  among  Thrucomm,   Inc.,  Blue  Chip/Datalinc
               Corporation,  Integrated  Communications  Networks, Inc., John F.
               Kolenda,  Mark J. Gianinni and Datalinc,  Inc.,  dated August 27,
               1997.*

10.4           Option Agreement by and between Datalinc, Ltd. and CFG Securities
               Corp.*

10.5           Managing Dealer  Agreement by and between  Fastcom,  Ltd. and CFG
               Securities Corp., dated as of April 24, 1996.*



                                       41

<PAGE>
EXHIBIT NO.    DESCRIPTION OF EXHIBIT

10.6           Agreement  by  and  between  Information   Leasing   Corporation,
               Datalinc, Ltd. and Fastcom, Ltd., dated as of September 6, 1995.*

10.7           Master  Lease  Agreement  by  and  between   Information  Leasing
               Corporation,  Datalinc,  Ltd.  and  Fastcom,  Ltd.,  dated  as of
               November 7, 1995.*

10.8           Payment   Agreement  by  and  between  Fastcom,   Ltd.  and  Nova
               Engineering dated July 25, 1997.*

10.9           Form of  Employment  Agreement  by and among  Thrucomm,  Inc. and
               Messrs. Kolenda and Gianinni.*

10.10          Incentive and Non-Statutory Stock Option Plan.*

10.11          Non-Employee Directors Non-Statutory Stock Option Plan.*

10.12          Datalinc's  $300,000  Line of Credit  with  United Bank and Trust
               Co., dated as of October 3, 1994.*

10.13          Industrial  Lease  Agreement  between   Industrial   Developments
               International,  Inc. and Datalinc-I,  Ltd., dated as of April 15,
               1991.*

10.14          Third  Lease   Amendment  by  and  between  Duke  Realty  Limited
               Partnership and Thrucomm, Inc. dated January 27, 1998.**

10.15          Agreement  by  and  among  Thrucomm,   Inc.,  Blue  Chip/Datalinc
               Corporation,  Integrated  Communications  Networks, Inc., John F.
               Kolenda,  Mark J. Gianinni and Datalinc,  Inc., dated January 26,
               1998.**

10.16          Warrant  Agreement  by and between  Thrucomm,  Inc. and Blue Chip
               Capital Fund Limited, dated January 26, 1998.**

10.17          Stock  Purchase  Agreement  by  and  among  Thrucomm,   Inc.  and
               Declaration  of Trust for Defined  Benefit  Plans of ICI American
               Holdings,  Declaration  of Trust  for  Defined  Benefit  Plans of
               Zeneca Holdings Inc., Delaware State Employees'  Retirement Fund,
               and J. W. Family Foundation, dated January 26, 1998.**

10.18          Professional Services Agreement by and between Thrucomm, Inc. and
               J. Jeffrey Brausch, dated January 19, 1998.**

10.19          Maintenance  Service Agreement by and between Thrucomm,  Inc. and
               Dictaphone Corporation dated August 13, 1996 **

27             Financial Data Schedule.

    *   Exhibit  incorporated  by  reference  from  the  Company's  Registration
        Statement on Form S-4, effective September 3, 1997.
    **  Exhibit filed herewith.

(B)     REPORTS ON 8-K
        None.

                                       42
<PAGE>
                                 THRUCOMM, INC.
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1996





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS






To the Board of Directors and
Shareholders of Thrucomm, Inc.

In our opinion,  the accompanying  balance sheets and the related  statements of
operations,  shareholders'  equity  and of cash  flows  present  fairly,  in all
material respects, the financial position of Thrucomm, Inc. at December 31, 1997
and 1996,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 1997, in conformity  with generally
accepted   accounting   principles.   These   financial   statements   are   the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements  in  accordance  with  generally  accepted  auditing
standards which require that we plan and perform the audit 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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP
Tampa, Florida
February 27, 1998





















<PAGE>
THRUCOMM, INC.
BALANCE SHEETS
                                                             December 31,
                                                          1996          1997
  Assets
Cash and cash equivalents                              $   36,741    $  178,365
Trade accounts receivable                                 588,291       329,479
Inventories                                               281,550       204,526
Other receivables                                          62,025         5,686
Prepaid and other current assets                           36,532         2,340
                                                       ----------    ----------
  Total current assets                                  1,005,139       720,396

Property and equipment, net                             2,445,840     2,728,918
Other long-term receivables                                10,000         9,500
Other assets and deposits                                  90,405       207,550
                                                       ----------    ----------
                                                       $3,551,384    $3,666,364
                                                       ==========    ==========
 Liabilities and Shareholders' Equity

Accounts payable and accrued expenses                  $1,187,165    $3,332,654
Debt due within one year                                  746,152     1,501,595
Capital lease obligations due within one year             356,668       587,513
                                                       ----------    ----------
  Total current liabilities                             2,289,985     5,421,762

Long-term debt                                              5,208        15,976
Deposit from investor                                           -       250,000
Long-term capital lease obligations                       867,949       784,302
                                                       ----------    ----------
  Total liabilities                                     3,163,142     6,472,040
                                                       ==========    ==========
Commitments and contingencies (Note 8)
Series A senior convertible preferred stock, $.001 par
value, 1,666,667 shares authorized, no shares issued
and outstanding (Note 12)                                       -             -
Series B senior convertible preferred stock, $.001 par
value, 2,200,000 shares authorized, no shares issued
and outstanding (Note 12)                                       -             -
Preferred stock, $.001 par value,  25,000,000 shares
authorized (Note 7)
Common stock, no par value, 100,000,000 shares
authorized, 1 share issued                                      -             -
 and outstanding                                                 1            1
Additional paid in capital                               8,186,404    8,363,755
Warrants outstanding (Note 5)                                    -      130,000
Accumulated deficit                                     (7,798,163) (11,299,432)
                                                        ----------  -----------
  Total shareholders' equity                               388,242  ( 2,805,676)
                                                        ----------   ----------
                                                        $3,551,384   $3,666,364
                                                        ==========   ==========



                 The accompanying Notes to Financial Statements
              are an integral part of these financial statements.
                                     F-2
<PAGE>
THRUCOMM, INC.
STATEMENTS OF OPERATIONS
                                          For the year ended December 31,
                                           1995        1996        1997
Revenues:
 Network access fees                    $1,701,591  $2,163,545  $2,375,963
 VSAT/PES sales                            120,587   3,131,810      21,600
 Other equipment sales and                 346,559     557,860     520,023
   installation fees
                                        ----------  ----------  ----------
  Total revenues                         2,168,737   5,853,215   2,917,586
                                        ==========  ==========  ==========

Operating expenses:
 Cost of services provided               1,170,600   1,349,499   2,695,240
 Cost of equipment sales and               285,054   3,315,001     336,181
   installation fees
 Selling, general and administrative     1,217,519   1,969,086   2,034,386
 Research and development                  278,426     364,977     274,810
 Depreciation                              352,085     579,367     854,759
                                        ----------  ----------  ----------
  Total operating expenses               3,303,684   7,577,930   6,195,376
                                        ==========  ==========  ==========

Loss from operations                    (1,134,947) (1,724,715) (3,277,790)

Interest expense                          (108,381)   (166,122)   (223,479)
                                        ----------  ----------  ----------

Loss before income tax benefit          (1,243,328) (1,890,837) (3,501,269)
Income tax benefit                               -           -           -
                                        ----------  ----------  ----------
Net loss                               $(1,243,328)$(1,890,837)$(3,501,269)
                                        ==========  ==========  ==========

Basic net loss per share (Note 2)      $(1,243,328)$(1,890,837)$(3,501,269)
Weighted average shares outstanding              1           1           1



















                 The accompanying Notes to Financial Statements
              are an integral part of these financial statements.
                                      F-3
<PAGE>
THRUCOMM, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

                                  Additional
                 Common  Prefered Paid in     Warrants   Accumulated
                 Stock   Stock    Capital     Outstnding Deficit    Total

Balance at       $   -   $   -    $ 5,717,275 $     -   $(4,663,998)$ 1,053,277
December 31, 1994

Net loss                                                 (1,243,328) (1,243,328)
Equity contributions         -        333,600                           333,600
                 -------- -------- ---------- --------- -----------  ----------

Balance at           -       -      6,050,875       -    (5,907,326)    143,549
December 31, 1995

Net loss                                                 (1,890,837) (1,890,837)
Equity contributions 1       -      2,017,500                         2,017,501
Original Management
  Incentive Plan             -         41,000                            41,000
  Options associated
  with Series N
  preferred shares           -         77,029                            77,029
                 -------- -------- ---------- --------- -----------  ----------


Balance at           1       -      8,186,404        -   (7,798,163)    388,242
December 31, 1996

Net loss                                                 (3,501,269) (3,501,269)
Debt issue costs associated
  with Series O preferred
  shares                     -        132,000                           132,000
Termination of Original
  Management Incentive Plan  -        (41,000)                          (41,000)
Establishment of 1997
  Management Incentive Plan  -          1,100                             1,100
Step up in fair value
  associated with Series I
  preferred shares           -         85,251                            85,251
Warrants issued to shareholder                  130,000                 130,000
                 -------- -------- ---------- --------- -----------  ----------

Balance at       $   1    $  -     $8,363,755 $ 130,000$(11,299,432)$(2,805,676)
December 31, 1997======== ======== ========== ========= ===========  ==========










                 The accompanying Notes to Financial Statements
              are an integral part of these financial statements.
                                      F-4
<PAGE>
THRUCOMM, INC.
STATEMENTS OF CASH FLOW
                                            1995          1996         1997
Cash flows from operating activities:
 Net loss                               $(1,243,328)  $(1,890,837) $(3,501,269)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation                              352,085       579,367      854,759
  Non-cash research and development (Note 2)      -             -       85,251
  Compensation expense for warrants
   issued to shareholder                          -             -      130,000
  (Increase) decrease in:
   Trade accounts receivable                175,898      (281,491)     258,812
   Inventories                             (665,961)      433,929       77,024
   Other receivables                         45,748       (59,100)      56,839
   Prepaid and other current assets          (8,856)       10,930       34,192
   Other assets and deposits                  1,111       (42,769)      33,322
  Increase in accounts payable and
   accrued expenses                         745,486       240,969    2,145,489
                                          ---------     ---------    ---------
   Net cash provided by (used in)
    operating activities                   (597,817)   (1,009,002)     174,419
                                          ---------     ---------    ---------
Cash flows from investing activities:
 Acquisitions of property and equipment    (194,156)     (781,792)    (553,899)
                                          ---------     ---------    ---------
   Net cash used in investing activities   (194,156)     (781,792)    (553,899)
                                          ---------     ---------    ---------
Cash flows from financing activities:
 Proceeds from equity contributions         333,600     2,017,500            -
 Deposit from investor (Note 12)                  -             -      250,000
 Additions to debt                          840,000       638,280      904,735
 Reductions in debt and capital lease
  obligations                              (316,394)     (890,190)    (574,631)
 Debt issue costs                                 -       (15,884)     (59,000)
                                          ---------     ---------    ---------
   Net cash provided by financing
    activities                              857,206     1,749,706      521,104
                                          ---------     ---------    ---------
Net increase (decrease) in cash and cash
  equivalents                                65,233       (41,088)     141,624
Cash and cash equivalents, beginning of
  year                                       12,596        77,829       36,741
                                          ---------     ---------    ---------
Cash and cash equivalents, end of year $     77,829   $    36,741  $   178,365
                                          =========     =========    =========
Supplemental cash flow information:
 Capital lease obligations entered into$    202,394   $   949,396  $   583,305
                                          =========     =========    =========
 Non-cash debt issue costs             $          -   $         -  $   132,000
                                          =========     =========    =========
 Interest paid, net of capitalized     $    108,000   $   152,000  $   227,000
   amount                                 =========     =========    =========
 Income taxes paid                     $          -   $         -  $         -
                                          =========     =========    =========

                 The accompanying Notes to Financial Statements
              are an integral part of these financial statements.
                                      F-5
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS
1.   THE COMPANY:

     Thrucomm, Inc. (the "Company") was formed through a business reorganization
     between two Florida  partnerships,  Fastcom, Ltd. ("Fastcom") and Datalinc,
     Ltd.  ("Datalinc").  Datalinc and Fastcom's general partners are Integrated
     Communications Networks, Inc. ("ICN") and Fastcom Management, Inc. ("FMI"),
     respectively,  both of which are Florida Corporations.  Voting common stock
     held by Datalinc.

     The Company offers two complementary  services.  The first service provides
     customers with a wireless  digital  communications  network (the "Network")
     designed  to meet  the  needs  of the  electronic  funds  transfer  ("EFT")
     industry. The Network transmits authorization requests for debit and credit
     cards at point of sale  locations,  automated  teller  machines and similar
     transactions.  The Network is based upon the  Company's  proprietary  radio
     technology  and is  designed to displace  current  "terrestrial"  carriers,
     primarily  telephone  companies,  by providing better  performance and, for
     certain  users,  a  significantly  lower-cost  alternative  to  terrestrial
     delivery systems.  Fastcom was formed in March 1994 to develop, install and
     operate the Network, formerly identified as DATAPAC or THRUCOMM.

     The second service provides customers with a satellite-based  communication
     to a variety of large  corporate  accounts with data centers based in Ohio,
     Kentucky   and   Indiana.   The  Company  owns  and  operates  a  satellite
     communication  hub (the "Hub")  located in  Cincinnati,  Ohio.  A Hub links
     centralized computers, located in the headquarters of a business with other
     computers and data processing  devices located  elsewhere in remote offices
     or  stores.  Data is  transmitted  to the Hub via small  satellite  antenna
     dishes.  The Hub  system  is  used  for a  variety  of  functions,  such as
     verification  of  credit  card  transactions,  order  entry  and  inventory
     management. The Hub has been in operation since November 1991.

     REORGANIZATION AGREEMENT
     The Reorganization  Agreement (the "Agreement") established the combination
     of the businesses of Datalinc and Fastcom through a tax-free  incorporation
     of their assets and liabilities into a single corporate  entity,  Thrucomm,
     Inc. On November 1, 1997,  pursuant to the Agreement,  Datalinc and Fastcom
     transferred  all of their  rights,  title and interests in their assets and
     liabilities to Thrucomm.  In the exchange,  Datalinc received one (1) share
     of each series of Thrucomm's  Mandatory  Convertible  Preferred  Stock ("MC
     Preferred  Stock"),  Series A-G, and Fastcom received one (1) share of each
     series of Thrucomm's Mandatory Convertible Preferred Stock, Series H-P. The
     Series K preferred stock is currently  reserved and has not been issued and
     is not  outstanding  at December 31, 1997.  The MC Preferred  Stock will be
     held by Datalinc and Fastcom until Mandatory  Conversion (as defined in the
     Agreement)  at which time the MC  Preferred  Stock will be  converted  into
     shares of Thrucomm's common stock.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     ACCOUNTING TREATMENT OF REORGANIZATION
     The  reorganization  was  accounted  for  as a  transaction  among  parties
     considered to be under common  control and treated  similar to a pooling of
     interest  except for  Fastcom's  Series  100EA Units  (Series I), which are
     treated as a purchase. Accordingly,  historical cost basis was used for all

                                      F-6
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     Datalinc Investors and Datalinc's interest in Fastcom. The historical basis
     of the Fastcom  Series  100EA Units have been stepped up to its fair market
     value of $85,251 to reflect  the  purchase  accounting  treatment  of these
     minority  interests in Fastcom.  The $85,251 was  subsequently  expensed as
     research and development and is included in the statement of operations.

     USE OF ESTIMATES

     The Company prepares its financial  statements in conformity with generally
     accepted accounting principles. These principles require management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities,  disclose contingent assets and liabilities at the date of the
     financial statements and report amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

     CASH AND CASH EQUIVALENTS

     For purposes of the  statement  of cash flows,  the Company  considers  all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     INVENTORIES

     Inventories are comprised of component  parts,  equipment and supplies used
     in the  installation  and sale of  remote  Very  Small  Aperture  Terminals
     (VSATs)  and  Personal  Earth  Stations  (PESs) at customer  locations  and
     equipment  utilized  in  the  Network.   Inventories  are  valued  at  cost
     determined on the specific identification basis.

     PROPERTY AND EQUIPMENT

     Property  and  equipment  is  stated  at  cost.  The  Company  changed  its
     depreciation  method  from  the  double  declining  balance  method  to the
     straight-line  method for all asset  acquisitions after January 1, 1997, to
     better match the expenses  incurred with the revenues being generated.  All
     assets  acquired  prior to January  1, 1997  remain  depreciated  under the
     double declining balance method. Depreciation is charged over the estimated
     useful lives of the assets ranging from three to thirty-nine  years.  Costs
     of additions and betterments are  capitalized,  and repairs and maintenance
     are charged to expense as incurred. Upon sale or retirement of property and
     equipment,  the costs and related  accumulated  depreciation are eliminated
     from  the  accounts  and the  resulting  gain or loss is  reflected  in the
     statement of operations.

     OTHER ASSETS

     Other assets include  deposits,  debt issue costs and  organization  costs.
     Debt  issue  costs  are  amortized  over  the life of the  loan  using  the
     effective interest rate method. Amortization costs of $40,533 were recorded
     as interest expense for the year ended December 31, 1997.

     RESEARCH AND DEVELOPMENT COSTS
     Expenditures  for research,  development  and  engineering  of products are
     expensed as incurred.

                                      F-7
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     MAJOR CUSTOMERS

     The Company had four major  customers  which  accounted  for  approximately
     $580,000,  $522,000,  $496,000  and  $324,000  of sales for the year  ended
     December 31, 1997; two major customers  which  accounted for  approximately
     $3,725,000  and $858,000 of sales for the year ended December 31, 1996; and
     three major customers which accounted for approximately $926,000,  $608,000
     and $459,000 of sales for the year ended December 31, 1995.

     VALUATION ASSESSMENT OF LONG-LIVED ASSETS

     Management  continuously  reviews  the  value of the  Company's  long-lived
     assets and records  necessary  adjustments to the asset's carrying value in
     the event the  asset  becomes  impaired.  If an asset is  determined  to be
     impaired,  a loss is recognized in the statement of  operations.  No assets
     were considered impaired as of December 31, 1997.

     EARNINGS PER SHARE

     Although the Company has one share of common stock outstanding during 1997,
     pro forma earnings per share was  calculated  for the periods  presented in
     accordance  with FAS 128,  "Earnings per Share." On December 31, 1997,  the
     Board of Directors  determined that the Preferred Stock  outstanding  would
     convert to 6,733,333  common shares based on the pending  Senior  Preferred
     Series A and  Series B  transaction  that  closed  subsequent  to year end.
     However,   67,333  shares  are  reserved  for  the  warrants  issued  to  a
     shareholder  (Note 5) and are not  included  in basic loss per  share.  Pro
     forma  basic  loss per shares  was  ($.19),  ($.28) and ($.53) for the year
     ended December 31, 1995, 1996 and 1997,  respectively,  assuming  6,666,001
     weighted average shares were outstanding during each period.

     Diluted loss per share is not presented as it is anti-dilutive.

     INCOME TAXES

     The  predecessor  partnerships  were not subject to income tax prior to the
     transfer of net assets to Thrucomm on November 1, 1997.

     The  provisions  for income  taxes  include  Federal and State income taxes
     currently  payable and deferred  income  taxes.  Deferred  income taxes are
     determined based on the difference between the book and tax basis of assets
     and  liabilities  using tax rates  expected to be in effect in the years in
     which the differences are expected to reverse.

3.   INVENTORIES:

                                                     DECEMBER 31,
                                                  1996           1997
Satellite equipment                            $  130,332     $   27,851
Transmission equipment                            142,054        160,386
Materials and supplies                              9,164         16,289
                                                ---------      ---------
                                               $  281,550     $  204,526
                                                =========      =========

                                      F-8
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

4.     PROPERTY AND EQUIPMENT:


                                                     DECEMBER 31,
                                                  1996           1997
Hub and network equipment installed          $ 3,665,759    $ 4,759,822
Software                                         101,516        111,504
Leasehold Improvements                           137,274        137,274
Furniture and equipment                          275,138        308,760
Construction in progress                         479,723        479,887  
                                               ---------      ---------
                                               4,659,410      5,797,247
Less accumulated depreciation
  and amortization                            (2,213,570)    (3,068,329)
                                               ---------      ---------
                                             $ 2,445,840    $ 2,728,918
                                               =========      =========




Hub and network equipment of approximately $2,058,000 and $1,572,000 at December
31, 1997 and 1996,  respectively,  is equipment under capital lease. Accumulated
amortization for such equipment  approximated  $952,000 and $411,000 at December
31, 1997 and 1996, respectively. Depreciation expense was $854,759, $579,367 and
$352,085 for the years ended December 31, 1997, 1996 and 1995, respectively.





























                                      F-9
<PAGE>
5.     DEBT:
                                                            December 31,
                                                          1996        1997
Revolving line of credit; interest rate at prime
 plus .75% (10.12% at December 31, 1997); interest
 payments due monthly; collateralized by equipment,
 inventory, accounts receivable and life insurance
 policies of key executives of Company; due on demand
(see Note 12).                                         $   293,000  $  293,000

Bank line of credit; interest rate at prime plus .75%
 (10.12% at December 31, 1997); due December 31, 1997;
 interest payments due monthly; guaranteed by the
 Company, collateralized by inventory, accounts
 receivable, equipment and life insurance policies of
 key executives of the Company (see Note 12).              321,289     600,000

Bank term loan; interest rate at prime plus .75%
 (10.12% at December 31, 1997); due January 22, 1998;
 interest payments due monthly; guaranteed by a related
 party; collateralized by equipment, inventory and
 accounts receivable, and life insurance policies of key
 executives of the Company (see Note 12).                  120,000     491,000

Blue Chip term loan; interest rate at 15%; interest 
 and principal due at December 31, 1997 (see Note 12).           -     100,000

Commercial loan; interest rate at 10%; collateralized by
 equipment, inventory, accounts receivable and life 
 insurance policies on key employees of Company; $1,219
 principal and interest payments due monthly;
 due January 24, 2000.                                           -      28,361

Equipment loan; interest rate at prime plus .75%
 (10.12% at December 31, 1997); interest payments due
 monthly; guaranteed by equipment purchased; due
 May 3, 1998; $990 principal payments due monthly.          17,071       5,210
                                                         ---------   ---------
  Total debt                                               751,360   1,517,571
  Less debt due within one year                           (746,152) (1,501,595)
                                                         ---------   ---------
  Long-term debt                                       $     5,208 $    15,976
                                                         =========   =========
Capital lease obligations, at varying rates of
 imputed interest from 8% to 13%                       $ 1,224,617 $ 1,371,815

Less capital lease obligations due within one year        (356,668)   (587,513)
                                                         ---------   ---------
Long-term capital lease obligations                    $   867,949 $   784,302
                                                         =========   =========

During  1997,  the Company  entered into an  agreement  with Blue  Chip/Datalinc
Corporation  ("Blue  Chip")  whereby Blue Chip would provide a guarantee for the
Company's line of credit in exchange for an $8,000  consulting fee. In the event
that the Company's  guarantee was not fully discharged by October 31, 1997, Blue
Chip would  receive  $3,000 per month plus warrants to purchase a 1% interest in
the Company  exercisable within three years. As the guarantee was not discharged
during  1997,  Blue Chip  became  fully  vested in its  warrant  and the Company
                                      F-10
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

recorded a $130,000  charge for the value of the warrant based on the fair value
of the Company.  The warrant is exercisable for 67,333 shares of common stock at
an exercise price of $.002 per share. The warrant expires on January 27, 2001.

Included in the  Company's  capital lease  obligations  at December 31, 1997 and
1996,  respectively,  is  $1,084,000  and $863,000 of  equipment  subleased to a
customer under an operating lease and integrated services agreement.

Scheduled principal repayments on debt and minimum future capital lease payments
for the next five years and thereafter are as follows:


                                                                    OBLIGATIONS
                                                                   UNDER CAPITAL
                                                   DEBT               LEASES
YEAR ENDING
DECEMBER 31,

1998                                           $1,501,595           $  709,419
1999                                               14,857              622,819
2000                                                1,119              225,226
2001                                                    -                     
                                                ---------            ---------
  Total                                        $1,517,571           $1,557,464
                                                =========


Less amount representing interest on obligations
under capital leases
  Total                                                               (185,649)
                                                                     ---------
                                                                    $1,371,815
                                                                     =========


6.   INCOME TAXES:

     Prior to the  reorganization  on November 1, 1997,  the Company's  business
     operated in the form of two  partnerships  for federal and state income tax
     purposes. Therefore, all income and losses prior to that date were taxed at
     the partner level and no provision for income taxes was recorded.

     As a result of the  reorganization  on November 1, 1997,  the tax status of
     the Company changed to a taxable entity.  No provision for income taxes was
     recorded  for the two  months  ended  December  31,  1997,  as the  Company
     generated operating losses.

     Deferred tax assets and deferred tax liabilities  reflect the tax effect of
     the following differences between financial statements carrying amounts and
     tax bases of assets and liabilities:





                                      F-11
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

                                                              DECEMBER 31,
                                                                 1997 
     Deferred tax assets:
     Depreciation                                             $   736,970
     Net Operating loss carryforwards                             361,260
                                                                ---------
                                                                1,098,230


     Less valuation allowance                                  (1,098,230)
                                                                ---------
         Total                                                 $        -
                                                                =========

     A valuation  allowance has been provided as management  believes it is more
     likely than not that the deferred tax asset will not be realized.

     No pro forma  provision for income taxes is presented for the periods ended
     December  31,  1995 and 1996 and the ten months  ended  October 31, 1997 as
     there were operating losses at both  partnerships and any benefit generated
     would have been fully  reserved.  The  effective tax rate for these periods
     would have been 38%.

                                                                       1997

     Tax benefit at U. S. Federal Statutory tax rates (12 months)  $(1,190,431)
     State income tax benefit, net of federal (12 months)             (140,050)
     Tax benefits attributable to losses recognized for book
       purposes in periods that Company operated as
       non-taxable entities (10 months)                                991,300
     Benefit of deferred tax assets at date of
       reorganization (10 months)                                     (759,049)
       Valuation allowance                                           1,098,230
                                                                     ---------
     Benefit for income taxes                                       $        -
                                                                     =========

     The Company has net operating loss carryforwards  for income  tax  purposes
     subject  to certain  carryforward limitations of approximately $951,000 at
     December 31, 1997 expiring through 2012.  Under the Internal Revenue Code, 
     if certain  substantial  changes in the  Company's ownership occur,  there
     are  annual  limitations  on  the utilization of loss carryforwards.

7.   PREFERRED STOCK:

     Thrucomm  is  authorized  to issue  25,000,000  shares  of $.001  par value
     preferred  stock with such  designation,  rights and  preferences as may be
     determined by Thrucomm's Board of Directors. Additionally, Thrucomm's board
     of directors is empowered, without stockholder approval, to issue preferred
     stock with dividend, liquidation,  conversion, voting or other rights which
     could  adversely  affect the  common  stockholder's  voting  power or other
     rights.  The Board of Directors has authorized 16 shares of preferred stock
     to be mandatorily  convertible  and are designated as Series A-P.  Series A
     through P (except Series K which is reserved) are issued and outstanding as
     follows:
                                      F-12
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS
                                        December 31,
                      Issued and  1996             Issued and  1997
                      Outstanding Par              Outstanding Par    
                      Shares      Value   APIC     Shares      Value   APIC
 Series A - series 100    1     $     - $1,632,000     1      $    - $1,632,000
 Series B - series 200    1           -  1,027,952     1           -  1,027,952
 Series C - series 300    1           -    654,433     1           -    654,433
 Series D - series 300E1  1           -  1,110,889     1           -  1,110,889
 Series E - series 300E2  1           -    956,791     1           -    956,791
 Series F - CFG           1           -    261,067     1           -    261,067
 Series G - ICN           1           -          -     1           -          -
 Series H - series 100    1           -    414,600     1           -    414,600
 Series I - series 100EA  1           -          -     1           -     85,251
 Series J - series 200    1           -  1,936,500     1           -  1,936,500
 Series K - series 300    0           -          -     0           -          -
 Series L - Datalinc      1           -     74,143     1           -     74,143
 Series M - MIP           1           -     41,000     1           -      1,100
 Series N - CFG           1           -     77,029     1           -     77,029
 Series O - ILC           0           -          -     1           -    132,000
 Series P - FMI           1           -          -     1           -          -
                      --------   ------  ---------  -------   ------  ---------
                         14     $     - $8,186,404    15     $     - $8,363,755
                      ========   ======  =========  =======   ======  =========

     THE CONVERSION FEATURE

     The MC Preferred  Stock shall be  mandatorily  convertible  into  6,666,000
     shares of common stock ("Underlying  Shares") upon the earliest to occur of
     one of the  following  events:  (i) the  completion  of an  initial  public
     offering  (an  "IPO"),  (ii)  the sale of all or  substantially  all of the
     assets (a "Sale"),  (iii) the merger into a non-affiliated  entity, whereby
     the Company is not the surviving  entity (a "Merger"),  or (iv) the sale of
     one-third  or  more  of the  equity  interests  in  Thrucomm,  in a  single
     transaction,  to one  or  more  investors,  (collectively,  the  "Mandatory
     Conversion Events"). The "sale of all or substantially all of the assets of
     Thrucomm"  is defined  in the  Reorganization  Agreement  as the sale of at
     least 80% of Thrucomm's assets.

     The  precise  number  of  Underlying  Shares  that  will be  issued to each
     individual  series of MC Preferred  Stock upon Mandatory  Conversion is not
     presently ascertainable,  because the number of Underlying Shares will vary
     depending upon the Conversion Value of Thrucomm in the Mandatory Conversion
     event.  The Board of  Directors  of Thrucomm  have  developed a formula for
     allocating  the  conversion  value of Thrucomm to Fastcom and Datalinc in a
     Mandatory  Conversion Event. In any Mandatory Conversion Event, the minimum
     conversion value of Thrucomm shall not be less than $20 million and it will
     be  allocated  to  Datalinc  and  Fastcom in the manner  prescribed  by the
     Formula  (as  defined),  known  respectively  as the  "Datalinc  Value" and
     "Fastcom Value."







                                      F-13
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     RIGHTS  AND  PREFERENCES  OF SERIES  A-P  PREFERRED  STOCK  UPON  MANDATORY
     CONVERSION

     SERIES A
     --------
     The Series A shall be convertible into a number of Underlying  Shares equal
     to (i) the Earned Preferred Returns of the Series A (as defined), plus (ii)
     18.921% of (a) the  difference,  if any,  of the  Datalinc  Value minus the
     Earned  Preferred  Returns  of the  Series  A-E  (as  defined)  and (b) the
     remainder of Datalinc's share of the Fastcom Value.

     SERIES B
     --------
     The Series B shall be convertible into a number of Underlying  Shares equal
     to (i) the Earned Preferred Returns of the Series B (as defined), plus (ii)
     8.642% of (a) the  difference,  if any,  of the  Datalinc  Value  minus the
     Earned  Preferred  Returns  of the Series  A-E,  and (b) the  remainder  of
     Datalinc's share of the Fastcom Value.

     SERIES C
     --------
     The Series C shall be convertible into a number of Underlying  Shares equal
     to (i) the Earned Preferred Returns of the Series C (as defined), plus (ii)
     5.429% of (a) the  difference,  if any,  of the  Datalinc  Value  minus the
     Earned  Preferred  Returns  of the Series  A-E,  and (b) the  remainder  of
     Datalinc's share of the Fastcom Value.

     SERIES D
     --------
     The Series D shall be convertible into a number of Underlying  Shares equal
     to (i) the Earned Preferred Returns of the Series D (as defined), plus (ii)
     9.137% of (a) the  difference,  if any,  of the  Datalinc  Value  minus the
     Earned  Preferred  Returns  of the Series  A-E,  and (b) the  remainder  of
     Datalinc's share of the Fastcom Value.

     SERIES E
     --------
     The Series E shall be convertible into a number of Underlying  Shares equal
     to (i) the Earned Preferred Returns of the Series E (as defined), plus (ii)
     7.871% of (a) the  difference,  if any,  of the  Datalinc  Value  minus the
     Earned  Preferred  Returns  of the Series  A-E,  and (b) the  remainder  of
     Datalinc's share of the Fastcom Value.

     SERIES F
     --------
     The Series F shall be convertible into a number of Underlying  Shares equal
     to 4.0% of (i) the  difference,  if any,  of the  Datalinc  Value minus the
     Earned  Preferred  Returns of the Series  A-E,  and (ii) the  remainder  of
     Datalinc's  share  of the  Fastcom  Value.  This  series  is for  Certified
     Financial Group,  Inc. ("CFG") who was engaged to sell limited  partnership
     interests  in Datalinc  and  Fastcom.  As part of their  compensation,  CFG
     received options in the partnerships.



                                      F-14
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     SERIES G
     --------
     The Series G shall be convertible into a number of Underlying  Shares equal
     to 46.0% of (i) the  difference,  if any, of the  Datalinc  Value minus the
     Earned  Preferred  Returns of the Series  A-E,  and (ii) the  remainder  of
     Datalinc's share of the Fastcom Value.

     SERIES H
     --------
     The Series H shall be convertible into a number of Underlying  Shares equal
     to (i) the Earned Preferred Return of the Series H (as defined),  plus (ii)
     2.184% of the Fastcom Value.

     SERIES I
     --------
     The Series I shall be convertible into a number of Underlying  Shares equal
     to 0.546% of the Fastcom Value.

     SERIES J
     --------
     The Series J shall be convertible into a number of Underlying  Shares equal
     to (i) the Earned Preferred Return of the Series J (as defined),  plus (ii)
     10.832% of the Fastcom Value.

     SERIES K
     --------
     The Series K is currently reserved for any new investors.

     SERIES L
     --------
     The Series L shall be convertible into a number of Underlying  Shares equal
     to (i)  79.262%  of the  Fastcom  Value,  (ii)  minus the sum of any Earned
     Preferred Returns of the Series H, J, K and M (as defined).

     SERIES M
     --------
     The Series M shall be convertible into Underlying Shares in an amount equal
     to (i) 0.01% of the Fastcom Value, (ii) plus any Earned Preferred Return of
     the Series M (as defined).

     SERIES N
     --------
     The Series N shall be convertible into a number of Underlying  Shares equal
     to 2.356% of the Fastcom Value.

     SERIES O
     --------
     The Series O shall be convertible into a number of Underlying  Shares equal
     to 0.982% of the Fastcom Value.

     SERIES P
     --------
     The Series P shall be convertible into a number of Underlying  Shares equal
     to 1.0% of the Fastcom Value.

                                      F-15
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     LIQUIDATION PREFERENCE

     In the event of any voluntary or  involuntary  liquidation  (as defined) of
     the Company,  the Preferred  Stock is entitled to be paid out of the assets
     of the Company ("Available Assets") prior to any distribution to the Common
     Stockholders. The liquidation payment (as defined) is based on the Datalinc
     and Fastcom  Liquidation  Values (as defined) and allocated  accordingly to
     the respective Preferred Stockholders. In addition to any distribution upon
     liquidation,  the MC Preferred  Stock is entitled to receive twenty percent
     (20%) of the Available Assets otherwise payable to common stockholders. The
     MC Preferred Stock ranks junior to the Senior A and B Convertible Preferred
     Stock (Note 12).

     VOTING

     The MC Preferred Stock is entitled to vote with the Common  Stockholders on
     all matters  submitted  to the Common  Stockholders.  Additionally,  the MC
     Preferred stock is entitled to one vote for each share of Common Stock that
     would be issuable upon Mandatory Conversion. Fastcom has given Datalinc its
     proxy to vote its shares.

     DIVIDENDS

     Prior to Mandatory  Conversion,  all series of MC  Preferred  Stock are not
     entitled to dividends.


8.   COMMITMENTS AND CONTINGENCIES:

     The Company  maintains  hub and  Corporate  operations  primarily in leased
     facilities.  Thrucomm's  rental  expense for its  facilities  was $139,110,
     $125,328 and $115,593 for the year ended December 31, 1997,  1996 and 1995,
     respectively,  and is  included  in  selling,  general  and  administrative
     expenses in the statement of operations.  The minimum future  noncancelable
     operating  lease payments for these  facilities are $88,564 in 1998,  1999,
     2000, 2001 and 2002.

     Included in one of Thrucomm's  lease  agreements  was a provision  that the
     lessor, Information Leasing Corporation ("ILC"), would receive an ownership
     interest in the Company,  ranging from .982% up to 4.525%, dependent on the
     dollar amount of equipment  financed.  A .982%  ownership  interest will be
     granted after $1 million of equipment is financed and an additional  .4525%
     ownership  interest  (up to the maximum of 4.525%) will be granted on a pro
     rata basis for each  additional $3 million  financed.  No equity  ownership
     will be granted if less than $1 million is leased. As of December 31, 1997,
     approximately  $1,310,000  of  equipment  had been leased  resulting in the
     lessor  having a .982%  ownership  interest.  The cost of this interest was
     recorded  as debt issue costs and is being  amortized  over the life of the
     Company's leases, which is three years.

     The Company leases certain  operating  equipment  under an operating  lease
     from third  parties.  Rental  expense for this  equipment  in the amount of
     $23,669,  $15,456 and $1,288 for the year ended December 31, 1997, 1996 and
     1995,  respectively,  is included in  selling,  general and  administrative
     expenses in the statement of operations.
                                      F-16
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     Pursuant to a purchase  agreement  between the Company and Blue Chip,  Blue
     Chip has preferential  rights which affect the number of shares of Thrucomm
     common stock to be issued and the right of first refusal to purchase equity
     interests  offered by Thrucomm.  The  preferential  rights also include the
     right  for Blue  Chip to be  entitled  to  receive  certain  distributions,
     otherwise payable to ICN,  providing a return equal to 35% per annum on its
     capital  contribution.  This return was frozen in accordance  with the debt
     proceeds  received  subsequent  to year end (Note 12). As of  December  31,
     1997,  Blue Chip's  interest  totaled  $7,200,000.  Where defined,  ICN has
     agreed to  escrow  certain  distributions  otherwise  payable  to ICN as an
     assurance  that Blue Chip will receive its specified  return.  In addition,
     ICN has  agreed  to  certain  restrictions  on its  right to  transfer  its
     interest in the  Company.  The  stockholders  of ICN have agreed to elect a
     nominee to the ICN Board of Directors,  place certain restrictions on their
     right to transfer stock in ICN and to certain employment restrictions. Blue
     Chip has been granted  registration  rights in the event the Company or its
     successor should register its securities under the Securities Act of 1993.

     The Company has entered into employment agreements with its top executives.
     The employment agreements provide combined base annual salaries of $310,000
     with the  executives  eligible,  subject to the  discretion of the Board of
     Directors,  for twenty percent  bonuses and the Company's stock option plan
     (Note 9).

9.   STOCK COMPENSATION PLANS:

     The Company's  stock option plans authorize the granting of incentive stock
     options  for a total of  200,000  shares  of Common  Stock to all  eligible
     employees, including officers and employee directors and others who perform
     services for the Company and with respect to 100,000 shares to non-employee
     directors.  Under the plans,  all  options  cannot be granted at prices not
     less than market  value on the date of grant.  Employee  options  generally
     vest over a five-year  period  from the date of the grant,  with 40% of the
     options  becoming  vested  two  years  after  the date of the grant and 20%
     vesting  on each of the next three  anniversaries  after the date of grant.
     Non-employee  directors  vest 20% each year  after  the date of  grant.  No
     options have been granted as of December 31, 1997.

10.  RELATED PARTY TRANSACTIONS:

     The Company is charged, as provided by employment  agreements,  by officers
     of the Company for  management  fees.  These charges  aggregated  $250,000,
     $314,200  and  $272,000  in 1997,  1996  and  1995,  respectively,  and are
     included in selling,  general and administrative  expenses. The Company had
     non-interest  bearing  advances to officers of the Company of approximately
     $0, $200 and $18,000 at December  31,  1997,  1996 and 1995,  respectively,
     which are included in other receivables.

     Life  insurance  policy  premiums on the lives of certain  employees of the
     Company are paid and expensed by the Company. The policies carry $3,250,000
     in life insurance benefits and have no cash surrender value at December 31,
     1997 and 1996.



                                      F-17
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     A member of the Company's Board of Director is the president of the Company
     that engages in certain leasing transactions with the Company. This company
     has leased  approximately  $1,310,000  of  equipment  over the last several
     years to the Company.

11.   MANAGEMENT INCENTIVE PLAN:

     In July 1997, the Company and the  respective key employees  terminated the
     original  Management  Incentive  Plan (the  "Plan" or  "Original  MIP") and
     replaced it with an  alternative  plan ("1997  Plan") which  provides for a
     .01% interest in Thrucomm.  The  employees  covered by the 1997 Plan became
     fully  vested  during  the  year.  A  charge  of  $1,100  was  recorded  as
     compensation expense and is included in selling, general and administrative
     expenses. The 1997 Plan shares are Preferred Stock- Series M.

12.  SUBSEQUENT EVENTS:

     SENIOR A CONVERTIBLE PREFERRED STOCK

     Thrucomm is authorized to issue 1,666,667  shares of voting $.001 par value
     Series A Senior  Convertible  Preferred Stock ("Senior A Preferred Stock").
     No shares were issued or  outstanding  as of December 31, 1997.  On January
     31, 1998,  the Company  closed on a $5,500,000  private  placement  for the
     Senior A Preferred Stock. The Company received approximately  $1,700,000 in
     cash and entered into an agreement for the remaining $3,800,000 which is to
     be funded by June, 1998. The agreement is collateralized and held in escrow
     with the stock of a public  company  whose  value  exceeds  the monies owed
     under the agreement.  The Senior A Preferred Stock ranks on parity with the
     Series B Senior  Convertible  Preferred Stock ("Senior B Preferred  Stock")
     with  respect to  dividend  and asset  distributions,  but is senior to all
     other preferred and common shares.  The Senior A Preferred Stock also has a
     $3.30 per share  liquidation  preference.  There is an optional  conversion
     which  allows for each share of Senior A Preferred  Stock to convert to one
     share of Common Stock.  There is an anti-dilution  provision which prevents
     the Senior A Preferred  Stock from becoming  diluted if the Company  issues
     any Common Stock at a value less than the Trigger Value (as  defined).  The
     Senior A Preferred  Stock also has a  redemption  provision  requiring  the
     Company to redeem the stock for $5,500,000 if the Company  completes an IPO
     and the  Conversion  rights are not  exercised.  During  1997,  the Company
     received  $250,000 as a deposit from one of the  investors for the Series A
     Preferred Stock.

     SENIOR B CONVERTIBLE PREFERRED STOCK

     Thrucomm is authorized to issue 2,200,000  shares of voting $.001 par value
     Series B Senior  Convertible  Preferred Stock ("Senior B Preferred Stock").
     No shares were issued or  outstanding  as of December 31, 1997.  On January
     26, 1998,  the Company  issued  1,600,000  shares in  conjunction  with the
     $10,000,000 debt proceeds received.  The value of the proceeds received was
     allocated   between  the  fair  value  of  the  Senior  B  Preferred  Stock
     ($5,280,000)  and the debt  proceeds  ($4,720,000).  The Senior B Preferred
     Stock  ranks on parity with the Senior A  Preferred  Stock with  respect to
     dividend and asset distributions,  but is senior to all other preferred and
     common  shares.  The  Senior B  Preferred  Stock also has a $.001 per share
     liquidation  preference.  There is an optional  conversion which allows for
                                      F-18
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     each  share of Senior B  Preferred  Stock to convert to one share of Common
     Stock. Additionally, there is an anti-dilution provision which prevents the
     Senior B Preferred  Stock from becoming  diluted if the Company  issues any
     Common  Stock at a value  less than the  Trigger  Value (as  defined).  The
     Senior B Preferred  Stock also has a  redemption  provision  requiring  the
     Company to redeem the stock for $3,000,000 if the Company  completes an IPO
     and the Conversion rights are not exercised.

     SENIOR SUBORDINATED NOTES

     On January 26, 1998 (the "Closing"),  several  investors loaned the Company
     $10,000,000  in cash in exchange  for Senior  Subordinated  Notes  ("Senior
     Notes")  and the  Senior B  Preferred  Stock,  convertible  into 16% of the
     Common Stock of the Company or 1,600,000 shares, as discussed above.

     The Senior Notes carry a 10% stated interest rate (22.8% implicit  interest
     rate) and are due on January 26, 2005.  The Senior Notes require  mandatory
     principal  payments  on  the  fifth  anniversary  of  the  Closing  whereby
     one-third of the  outstanding  principal  and all accrued  interest must be
     paid. On the sixth anniversary of the Closing,  one-half of the outstanding
     principal and all accrued interest must be paid. The remaining  outstanding
     principal and all accrued interest are due at the end of the term.

     The  Senior  Notes  also  contain  a Note Put  Right  whereby  on the third
     anniversary  of the Closing if the Company has not  completed a  Qualifying
     IPO,  then the holders of the Senior  Notes may redeem  their Notes for the
     outstanding  principal  amount.  If  the  Company  is  unable  to  pay  the
     redemption  price for the Senior  Notes or Senior B  Preferred  Stock,  the
     investors  shall return the Senior B Preferred  Stock for  cancellation  in
     exchange for Convertible  Preferred Stock which is convertible  into 60% of
     the fully diluted outstanding shares at the time of issuance.

     The Senior  Notes also  contain a provision  that if, at any time after the
     Closing,  there  is a Change  of  Control  (as  defined),  the  outstanding
     principal and all accrued interest shall become due and payable.

     Interest  payments are due quarterly;  provided  however,  that the Company
     may,  until  the  earlier  to  occur  of a  Qualifying  IPO or  the  second
     anniversary of the Closing,  issue Interest Notes together with  additional
     shares  of  Senior B  Preferred  Stock.  Additionally,  for each  $1,000 of
     principal amount issued, the Company will issue Convertible Preferred Stock
     convertible  into  .0022% of the fully  diluted  outstanding  shares of the
     Company.

     In the event,  the Senior  Notes are not  repaid out of the  proceeds  of a
     Qualifying IPO within eighteen months of the Closing,  the Senior Preferred
     Stock is convertible  into 17% of the fully diluted  outstanding  shares of
     the Company. Such equity ownership is increased 1% per month for each month
     that the Senior Notes remain  outstanding  to a maximum of 22% (prorated if
     partially paid down).  If all Senior Notes are not redeemed until after the
     18th month but before the 24th month,  the Company shall issue  Convertible
     Preferred Stock convertible into 3% of the fully diluted outstanding shares
     at the  time of  issuance.  In the  event  that  the  Senior  Notes  remain


                                      F-19
<PAGE>
THRUCOMM, INC.
NOTES TO FINANCIAL STATEMENTS

     outstanding  after the  consummation of a Qualifying IPO, the Company shall
     issue Preferred Stock convertible into 6% of the fully diluted  outstanding
     shares.  In the event the Company has not completed a Qualifying IPO by the
     36th  month,  the  Senior  Notes  may  become  convertible  into 60% of the
     Company.

     PRO FORMA CAPITALIZATION

     The following table sets forth the actual  capitalization of the Company as
     of December 31, 1997, and the pro forma  capitalization after giving effect
     to the Company entering into the Senior Subordinated Notes and the Senior A
     and B Preferred  Stock as if they had occurred on December  31, 1997.  This
     table should be read in conjunction with the Company's financial statements
     and related notes.

                                                  As of December 31, 1997
                                                    Actual        Pro Forma
                                                                  as Adjusted
                                                                  (unaudited)

Debt                                             $  1,517,570    $     33,570
Senior Subordinated Notes (1)                                       4,720,000
                                                   ----------      ----------
 Total debt                                         1,517,570       4,753,570
                                                   ----------      ----------

Series A - Senior Convertible Preferred Stock (2)           -       5,500,000
Series B - Senior Convertible Preferred Stock (1)           -       5,280,000
Common stock                                                1               1
Additional paid in capital                          8,363,755       8,363,755
Warrants outstanding                                  130,000         130,000
Accumulated deficit                               (11,299,432)    (11,299,432)
                                                   ----------      ----------

 Total stockholders' equity (deficit)             $(2,805,676)   $  7,974,324
                                                   ==========      ==========

(1)  On January 26, 1998, the Company obtained $10,000,000 in loan proceeds from
     several institutional  investors, in exchange for Senior Subordinated Notes
     and Series B Senior Convertible Preferred Stock for 16% of the Company. The
     fair value of these  proceeds are allocated  between the Notes and Senior B
     Preferred  Stock.  Following  the receipt of the  proceeds the Company paid
     $1,484,000 in debt and approximately $2,800,000 in outstanding payables.

(2)  On January 31, 1998, the Company closed on a $5,500,000  private  placement
     for the  Senior A  Preferred  Stock.  The  Company  received  approximately
     $1,700,000  of the offering  proceeds in cash and entered into an agreement
     for the remaining  $3,800,000  which is to be funded by June, 1998. As part
     of  the  agreement,  440,000  shares  of a  public  company's  stock  worth
     approximately  $7.5 million are collateralized and held in escrow until the
     appropriate  funds can be forwarded to the  Company.  The proceeds  will be
     used to further develop the Company's Network.



                                      F-20
<PAGE>

                                   SIGNATURES

     In  accordance  with  the  Section  13 or 15(d) of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Date: April 6, 1998

                                   THRUCOMM, INC.


                                   By:  /S/ JOHN F. KOLENDA
                                      -------------------------------
                                      John F. Kolenda,  Secretary,
                                      Chief  Financial Officer,
                                      Chairman of the Board of Directors

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

SIGNATURE                          TITLE                        DATE


                                    Director   
---------------------------
Joseph F. Bert

 /S/ J. JEFFREY BRAUSCH             Director                   April 6, 1998
---------------------------
J. Jeffrey Brausch

 /S/ MARK J. GIANINNI               Director                   April 6, 1998
---------------------------
Mark J. Gianinni

                                    Director 
---------------------------
R. Brandon Harrison

 /S/ ELAINE E. HEALY                Director                   April 6, 1998
---------------------------
Elaine E. Healy

 /S/ JOHN F. KOLENDA                Director                   April 6, 1998
---------------------------
John F. Kolenda

                                    Director
---------------------------
Z. David Patterson

 /S/ VINCENT D. RINALDI             Director                   April 3, 1998
---------------------------
Vincent D. Rinaldi



<PAGE>
                                INDEX TO EXHIBITS

         The following  exhibits are filed with or  incorporated by reference in
this Report.

EXHIBIT NO.  DESCRIPTION OF EXHIBIT

2.1       Agreement and Plan of  Reorganization,  by and among  Datalinc,  Ltd.,
          Fastcom, Ltd. and Thrucomm, Inc., dated August 26, 1997.*

3.1       Articles of Incorporation of Thruco, Inc.*

3.2       Articles of Amendment to Articles of  Incorporation  of Thruco,  Inc.,
          changing the corporate name to Thrucomm, Inc.*

3.3       Articles of Amendment to Articles of Incorporation of Thrucomm,  Inc.,
          filing Certificates of Designation of Preferred Stock.**

3.4       Certificate of Designation of the Series, Preferences, Limitations and
          Relative  Rights of the Series  A-P  Mandatory  Convertible  Preferred
          Stock.**

3.5       Certificate of Designation of the Series, Preferences, Limitations and
          Relative Rights of the Series A Senior Convertible Preferred Stock.**

3.6       Certificate of Designation of the Series, Preferences, Limitations and
          Relative Rights of the Series B Senior Convertible Preferred Stock.**

3.7       By-laws of Thrucomm, Inc.**

10.1      Agreement by and between Blue  Chip/Datalinc  Corporation,  Integrated
          Communication  Networks,  Inc., John F. Kolenda,  Mark J. Gianinni and
          Datalinc, Ltd., dated as of September 1, 1993.*

10.2      Amendment to Agreement by and between Blue Chip/Datalinc  Corporation,
          Integrated  Communication  Networks,  Inc.,  John F. Kolenda,  Mark J.
          Gianinni and Datalinc, Ltd., dated September 1, 1993.*

10.3      Agreement by and among Thrucomm, Inc., Blue Chip/Datalinc Corporation,
          Integrated  Communications  Networks,  Inc., John F. Kolenda,  Mark J.
          Gianinni and Datalinc, Inc., dated August 27, 1997.*

10.4      Option  Agreement by and between  Datalinc,  Ltd.  and CFG  Securities
          Corp.*

10.5      Managing  Dealer  Agreement  by and  between  Fastcom,  Ltd.  and  CFG
          Securities Corp., dated as of April 24, 1996.*

10.6      Agreement by and between  Information Leasing  Corporation,  Datalinc,
          Ltd. and Fastcom, Ltd., dated as of September 6, 1995.*

10.7      Master Lease Agreement by and between  Information Leasing Corporation
          Datalinc, Ltd. and Fastcom, Ltd., dated as of November 7, 1995.*







<PAGE>

EXHIBIT NO.  DESCRIPTION OF EXHIBIT

10.8      Payment  Agreement by and between  Fastcom,  Ltd. and Nova Engineering
          dated July 25, 1997.*

10.9      Form of Employment  Agreement by and among Thrucomm,  Inc. and Messrs.
          Kolenda and Gianinni.*

10.10     Incentive and Non-Statutory Stock Option Plan.*

10.11     Non-Employee Directors Non-Statutory Stock Option Plan.*

10.12     Datalinc's  $300,000  Line of Credit  with  United Bank and Trust Co.,
          dated as of October 3, 1994.*

10.13     Industrial   Lease   Agreement   between    Industrial    Developments
          International, Inc. and Datalinc-I, Ltd., dated as of April 15, 1991.*

10.14     Third Lease  Amendment by and between Duke Realty Limited  Partnership
          and Thrucomm, Inc., dated December ___, 1997.**

10.15     Agreement by and among Thrucomm, Inc., Blue Chip/Datalinc Corporation,
          Integrated  Communications  Networks,  Inc., John F. Kolenda,  Mark J.
          Gianinni and Datalinc, Inc., dated January 26, 1998.**

10.16     Warrant Agreement by and between Thrucomm,  Inc. and Blue Chip Capital
          Fund Limited, dated January 26, 1998.**

10.17     Stock Purchase  Agreement by and among Thrucomm,  Inc. and Declaration
          of  Trust  for  Defined  Benefit  Plans  of  ICI  American   Holdings,
          Declaration  of Trust for  Defined  Benefit  Plans of Zeneca  Holdings
          Inc.,  Delaware  State  Employees'  Retirement  Fund, and J. W. Family
          Foundation, dated January 26, 1998.**

10.18     Professional  Services Agreement by and between Thrucomm,  Inc. and J.
          Jeffrey Brausch, dated January 19, 1998.**

10.19     Maintenance  Service  Agreement  by  and  between  Thrucomm  Inc.  and
          Dictaphone Corporation, dated August 13, 1996.**


     *    Exhibit  incorporated  by reference from the Company's  Registration
          Statement on Form S-4, effective September 3, 1997.

     **   Exhibit filed herewith.












<PAGE>