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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

                                   (MARK ONE)

  |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE
                          ACT OF 1934 (NO FEE REQUIRED)

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2002


                                       OR

  |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            FOR THE TRANSITION PERIOD FROM ____________ TO __________

                    COMMISSION FILE NUMBER          333-8305

                     UTG COMMUNICATIONS INTERNATIONAL, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                DELAWARE                              13-3895294
                --------                              ----------
   (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)

          LIMMATTALSTRASSE 10, GEROLDSWIL,SWITZERLAND            8954
         -------------------------------------------          ----------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

                   ISSUER'S TELEPHONE NUMBER: 01141-1-749-3103

      SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:

                                      NONE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

                                      NONE

   CHECK WHETHER THE ISSUER: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY

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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 |_|   No |X|

Check if there is no disclosure of delinquent filers pursuant 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 revenue for its most recent fiscal year (year ended March 31, 2002
were $16,245,640.

The aggregate market value on June 30, 2002 of the voting stock held by
non-affiliates computed by reference to the last sale price on that date was
approximately $750,000. For purposes of this calculation only, all directors and
officers of the registrant and all holders of 5% or more of the Company's Common
Stock have been deemed to be affiliates of the Company. As of July 31, 2002,
5,697,759 shares of Common Stock, par value $.00001 per share, were outstanding.

Transitional Small Business Disclosure Format (check one):

YES |_|   NO |X|

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

UTG Communications International, Inc. ("UTG" or the "Company") commenced
operations in April 1996 and is currently a holding company with minority
interests in a number of operating subsidiaries.

UTG's operations are, to a large extent, dependent on UTG's ability to obtain
additional financing. There can be no assurance that UTG will obtain the
financing necessary to support its plan of operation. At March 31, 2002, UTG had
an accumulated deficit of $13,066,298 and net income of $4,372,798 for the
fiscal year ended March 31, 2002. Cash used in operations for the fiscal year
ended March 31, 2002 was $1,266,810.

The Company's current line of continuing business through an equity investment
in another corporation is the sale of prepaid long distance phone cards and
mobile phone cards in the United Kingdom. UTG currently has no operating
subsidiaries.

Prior to the fiscal year ended March 31, 2002, UTG was a holding company for
several operating subsidiaries in the telecommunications industry. Starfon
Telecom Services AG, a swiss corporation, was owned 100% by UTG. UTG had retail,
wholesale and credit card based phone services in Switzerland. Through its
subsidiary Music Line, UTG was also in the business of purchasing music rights
and selling music compact discs.

ORGANIZATION

The following represent the company's past and present subsidiaries:

Telelines International SA. ("Telelines"), a Panama corporation, was formed in
July 1998 as wholly ownded subsidiary of UTG.

In November 1998, a 100% subsidiary of Telelines, Starglobal Ltd ("Starglobal"),
was incorporated under the laws of Jersey, Channel Islands. Starglobal is
involved with wholesale and carrier-to carrier telecommunications in the United
Kingdom.

During the fiscal year ended March 31, 1999, UTG and eight other parties formed
Starpoint Card Services Ltd ("Starpoint"), a United Kingdom Corporation, whereby
UTG owned 51% of Starpoint.

The Company owned all of the equity of Starfon Telecom Services AG ("Starfon").
The Company started the operations of Starfon in April 1996.

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In November 1999, UTG acquired 51% of Musicline AG ("Music Line"), a Swiss
corporation, from Ueli Ernst, UTG's cha rman and Chief Executive Officer. Music
Line is a Swiss-based wholesale and retail music CD distribution and production
company with a European client base.

In October 2001, Starpoint Cyber Cash AG, a Swiss corporation owned 100% by UTG,
an inactive company was incorporated.

Unless the context otherwise requires, all references herein to "UTG" or "the
Company" shall include UTG and its subsidiaries. UTG's principal executive
offices are located at Limmattalstrasse 10, 8954 Geroldswil, Switzerland, and
its telephone number is 01141-1-749-3103.


DISCONTINUED OPERATIONS

On August 15, 2001, UTG sold its investments in Music Line to Brunswick
International Inc. ("Brunswick") in exchange for 19.5% of Brunswick's
outstanding shares valued at $10,000,000 and CHF 10,000 (approximately $5,800)
cash, resulting in a gain on disposal of discontinued operations of $4,850,145.
Brunswick holds various interests in the antenna business for wireless
communication in Europe and has a joint venture with one of the biggest US tower
(antennas) companies.

On September 22, 2001, UTG sold its 100% subsidiary Starfon for $1,000,
resulting in a net gain on disposal of $3,380,420.

On November 15, 2001, UTG sold its 100% subsidiary UTG Belgium for $1,000,
resulting in a net loss on disposal of $623,775.

As a result of the sale of the above subsidiaries, the Company has recorded the
results of these subsidiaries as discontinued operations in the results of
operations for the fiscal years ended March 31, 2002 and 2001 has been adjusted
to retroactively reflect this treatment.


SALE OF SUBSIDIARY

On January 9, 2002, UTG sold its 51% interest in Starpoint to City
Communications, Ltd. ("City"), for GBP 51,000 (approximately $73,366) in cash,
resulting in a gain on sale of $1,880,775.  Subsequent to the sale of Starpoint,
UTG exchanged loans receivable from Starpoint in the amount of $1,252,515 for
33,333 shares of City valued at $148,846, at which time the number of City's
outstanding shares was 133,333, representing 25% of the issued and outstanding
shares of City. City raised additional capital subsequent to UTG's investment,
increasing its outstanding shares to 273,333 shares, resulting in a dilution of
UTG's holding to 8.9% of City's issued and outstanding shares. The exchange
resulted in a loss of $1,103,669. Due to financial difficulties, UTG did not
participate in City's equity offering. UTG intends to increase its holding in
City, in the event that a successful fundraising is achieved by UTG. The net
gain arising from this transaction was $777,086, including the loss of
$1,103,669 on the settlement of the loan receivable. The investment in City
Communications is accounted for using the equity method based on the significant
influence that can be exercised by UTG through its right to Board of Director
representation. UTG's equity in City's losses for the fiscal year ended March
31, 2002 was immaterial.

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GOING CONCERN

Based upon UTG's plan of operation, UTG estimates that existing resources,
together with funds generated from operations may not be sufficient to fund
UTG's working capital requirements. UTG is actively seeking additional equity
financing. There can be no assurances that sufficient financing will be
available on terms acceptable to UTG  or at all. If UTG is unable to obtain such
financing, UTG  will be forced to scale back operating costs and ultimately
terminate operations.


BUSINESS STRATEGY

UTG's objective is to continue as a holding company for various corporations
involved in the prepaid card market in Europe and ultimately obtain a majority
interest in these or other companies.


NETWORK

UTG no longer operates a telecommunications network and has sold all of its
majority investments. Through the equity investment in City Communication Ltd,
UTG holds interests in a network connection with about approximately 5500 shops
in England and has just started to test and build up the prepaid card business
in Switzerland with partners.


EMPLOYEES

As of March 31, 2002, UTG had 1 full-time employee, based in Switzerland.
UTG has never experienced a work stoppage and its employees are not represented
by a labour union or covered by a collective bargaining agreement. UTG considers
its employee relations to be satisfactory.


INTELLECTUAL PROPERTY

During the fiscal year ended March 31, 1999, the Company obtained trademark
protections in Switzerland for certain of the Company's trade names. These
trademarks related to the companies that were sold during the fiscal year 2002.
As of March 31, 2002, UTG did not own any intellectual property.


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RESEARCH AND DEVELOPMENT

During the fiscal year ended March 31, 2002 the Company has not expended
material amounts for research and development.


CAUTIONARY STATEMENTS

Certain statements in this Report regarding the Company's estimates, present
views of future circumstances or events and statements containing words such as
estimates, anticipates, intends and expects or words of similar import,
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation,
statements regarding the Company's ability to meet future working capital
requirements and future cash requirements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may
cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Forward-looking statements speak only as of their dates. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information future events or otherwise.
Risk factors include, among others, need for additional financing; general
economic and business conditions; industry capacity; industry trends;
demographic changes; competition; material costs and availability; the loss of
any significant customers; changes in business strategy or development plans;
quality of management; availability, terms and deployment of capital; business
abilities and judgment of personnel; availability of qualified personnel;
changes in, or the failure to comply with, government regulations including
changes in industry regulations; and other factors referenced in this Report.

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ITEM 2. DESCRIPTION OF PROPERTIES

UTG's principal executive offices are located in Geroldswil, Switzerland. At
this location, UTG leases approximately 2,000 square feet from a company where
Mr. Ueli Ernst, UTG's Chairman and Chief Executive Officer is a member of the
Board of Directors, for which UTG pays CHF 5,000 (approximately $2,870) per
month. UTG considers such rent to be at arm's length.


ITEM 3. LEGAL PROCEEDINGS

The Company is a party to claims arising in the normal course of operations.
Management is of the opinion that these claims will not have a material effect
on the financial position of the Company.


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

Not Applicable


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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Since October 7, 1996, shares of the Common Stock have traded on the NASDAQ
Bulletin Board under the symbol "UTGC". The following table sets forth, for the
periods indicated and as reported by the NASDAQ Bulletin Board, the high and low
bid prices for shares of the Common Stock. Since the share price dropped below
$1 during May 2002, the shares of UTG are being traded OTC of NASDAQ Bulletin
Board ("OTC-BB"). The quotations listed below reflect inter dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions. The closing price of the Common Stock on June 30, 2002 was $0.35.
As of July 9, 2002, UTG's symbol changed to "UTGCE".




QUARTERLY COMMON STOCK PRICE RANGE BY QUARTER, FISCAL YEAR ENDED MARCH 31, 2001

Quarter           Date                      High            Low


1st               June 30, 2000             12.3125         7.75

2nd               September 30, 2000        19.125          11.00

3rd               December 31, 2000         14.875          8.25

4th               March 31, 2001            12.00           5.50


FISCAL YEAR ENDED MARCH 31, 2002


1st               June 30, 2001              7.50           5.00

2nd               September 30, 2001         5.00           1.50

3rd               December 31, 2001          3.05           1.05

4th               March 31, 2002             2.90           2.00




HOLDERS OF COMMON STOCK

Based upon information supplied to the Company by its transfer agent, the number
of stockholders of record of the Common Stock on March 31, 2002 was
approximately 400 shareholders.


DIVIDEND POLICY

The Company has never paid cash dividends with respect to the Common Stock. The
Company intends to retain future earnings, if any, that may be generated from
the Company's operations to help finance the operations and expansion of the
Company and accordingly does not plan, for the foreseeable future, to pay
dividends to holders of the Common Stock. Any decision as to the future payment

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of dividends on the Common Stock will depend on the results of operations and
financial position of the Company and such other factors as the Company's Board
of Directors, in its discretion, deems relevant. On August 22, 1999, the Company
issued a 20% share dividend to shareholders who were holders between March 31,
1998 and September 30, 1998. In addition, arrangements with present or future
lenders may prohibit the payment of dividends.


ISSUANCE OF UNREGISTERED SECURITIES

On April 17, 2001, the Company issued 23,620 warrants as additional
consideration for a loan of $594,530 from investors, payable June 30, 2004. The
warrants are exercisable at CHF 43 (or $24.50), and the related debt discount
attributable to these warrants is deemed to be immaterial. No other securities
were issued during the fiscal year ended March 31, 2002.


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

The following management's discussion and analysis should be read in connection
with "Item 1. Description of Business", the company's consolidated financial
statements and notes thereto.


GENERAL

UTG commenced operations in April 1996 and was a holding company for a number of
operating subsidiaries organized at various times since February 1996. Through
its operating subsidiaries, UTG was operating in Switzerland, Belgium and the
United Kingdom.

From inception through March 31, 2002, UTG has received an aggregate of
approximately $21,112,449 in equity capital. Since inception, UTG's operations
had been focused on establishing and enhancing its switch-based European
communications network and expanding its European customer base.

UTG's revenue has historically been generated from long distance
telecommunications services provided to retail corporate customers and wholesale
customers and, through Music Line, from the production, sale and distribution of
music CD's to wholesale and retail customers in Europe.

In 2001, the company undertook a strategic review of its business. The board of
directors determined after such a review that it was appropriate to sell certain
or all subsidiaries if buyers could be found. UTG was successful in selling its
subsidiaries Music Line, Starfon, UTG Belgium and Starpoint during the year
ending March 31, 2002. At the same time, UTG announced that it was diversifying
its business into financial interests. It's main business is currently the
holding of financial interests in companies in the telecommunication industry
with the future intention of holding a majority interest in one or more of these
companies.

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SUBSIDIARIES

As of March 31 2002, UTG has the following subsidiaries:

A. United Telecom GmbH, an inactive Swiss corporation, 100% owned by UTG.

B. Telelines International SA ("Telelines"), a Panamanian holding company owned
100% by UTG. Telelines has a subsidiary, StarGlobal Ltd., a inactive Jersey,
Channel Islands corporation owned 100% by Telelines. StarGlobal sells
telecommunication services in the United Kingdom.

C. Starpoint Cyber Cash AG, a Swiss corporation owned 100% by UTG, an inactive
company which was incorporated as of October 22, 2001.


In August 2001, the Company discontinued the operations of the Music Line Group
(Music Line, JM Sontel and SSC Selected Sound Carrier) to allow the Company to
further focus its efforts on the core business of prepaid card services. Music
Line was in the business of buying Music Rights and producing Compact Discs. The
Company was holding many music rights under licence agreements. The Company
concluded the operations of MusicLine as of August 15, 2001 when it sold
Musicline to Brunswick International Ltd, a Somoan Corporation. As a result of
the divestiture of Music Line, the Company incurred a $4,850,145 gain on
disposal of discontinued operations for the fiscal year ended March 31, 2002.
Music Line incurred operating losses during the first two quarters of fiscal
2002 through the date of disposal of $1,119,457. Proceeds received were CHF
10,000 (approximately $5,800)in cash plus 19.5% of the outstanding shares of
Brunswick International Inc., which was independently valued at approximately
$10 million. Music Line is reported separately as a discontinued operation, and
prior periods have been restated in the Company's financial statements, related
footnotes and the management's discussion and analysis to conform to this
presentation.

In September 2001, the Company sold its subsidiary Starfon for $1,000 to allow
the Company to further focus its efforts on the core business of prepaid card
services. Starfon was in the business of buying minutes from phone carriers and
selling them to private and commercial customers. The Company concluded the sale
of Starfon as of September 22, 2001. As a result of the divestment of Starfon,
the Company incurred $3,380,420 gain on disposal of discontinued operations for
the fiscal year ended March 31, 2002. Starfon incurred operating losses in the
first two quarters of fiscal 2002 through the date of disposal of $639,181.
Starfon is reported separately as a discontinued operation, and prior periods
have been restated in the Company's financial statements, related footnotes and
the management's discussion and analysis to conform to this presentation.

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In November 2001, the Company sold its UTG Communication Belgium NV subsidiary
for $1,000 to allow the Company to further focus its efforts on the core
business of prepaid card services. UTG Belgium was in the business of buying
minutes from phone carriers and selling them to private and commercial
customers. The Company concluded the sale of UTG Belgium as of November 30,
2001. As a result of the divestment of UTG Belgium, the Company incurred
$623,774 loss on disposal of discontinued operations for the period ended
December 31, 2001. UTG Belgium incurred operating losses for the three quarters
of fiscal 2002 through the date of disposal of $936,439. UTG Belgium is reported
separately as a discontinued operation, and prior periods have been restated in
the Company's financial statements, related footnotes and the management's
discussion and analysis to conform to this presentation.

On January 9, 2002, UTG sold its 51% interest in Starpoint to City
Communications, Ltd. ("City"), for GBP 51,000 (approximately $73,366) in cash,
resulting in a gain on sale of $1,880,775.  Subsequent to the sale of Starpoint,
UTG exchanged loans receivable from Starpoint in the amount of $1,252,515 for
33,333 shares of City valued at $148,846, at which time the number of City's
outstanding shares was 133,333, representing 25% of the issued and outstanding
shares of City. City raised additional capital subsequent to UTG's investment,
increasing its outstanding shares to 273,333 shares, resulting in a dilution of
UTG's holding to 8.9% of City's issued and outstanding shares. The exchange
resulted in a loss of $1,103,669. Due to financial difficulties, UTG did not
participate in City's equity offering. UTG intends to increase its equity
holding in City, in the event that a successful fundraising is achieved by UTG.
The net gain on both transactions was $777,086, including the loss of $1,103,669
on the settlement of the loan receivable. The investment in City Communications
is accounted for using the equity method based on the significant influence that
can be exercised by UTG through its right to Board of Director representation.
UTG's equity in City's losses for the fiscal year ended March 31, 2002 was
immaterial.


FINANCIAL CONDITION

PAST OFFERINGS

(1) In 1996, UTG filed a registration statement on Form SB-2. In such
registration statement, UTG registered 3,156,000 shares of its common stock. All
registered shares were for the accounts of selling shareholders.

(2) Effective September 30, 1997, UTG sold to a limited number of accredited and
sophisticated investors 30,769 shares of common stock at a price of $6.50 per
share and, for no additional consideration, warrants to purchase an additional
15,385 shares of common stock at a price of $7.80 per share. In fiscal year
1998, 11,537 warrants were exercised, with UTG receiving $101,535 from the
exercise of such warrants.

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(3) On March 23, 1998, UTG issued 250,000 shares of common stock (after a 13:1
reverse stock split) at a purchase price of $2.00 per share to Medfield
Investments, S.A., an accredited investor. These shares may be referred to as
the "basic shares." In addition, for each basic share purchased, Medfield also
received three warrants, each to purchase one share of common stock, which
warrants will expire five years from the date of issuance and shall be
exercisable at $2.00, $3.00 and $4.50 per share, respectively. Under the terms
of the subscription agreement, as amended, UTG had the right, subject to certain
conditions, to require Medfield to purchase an additional 500,000 basic shares
of common stock upon the same terms and purchase price of the initial purchase.
Medfield purchased a total of 750,000 basic shares and had the right to purchase
a total of 2,250,000 additional shares (750,000 at $2.00; 750,000 at $3.00;
750,000 at $4.50).

During the fiscal year ended March 31, 1999, Medfield purchased an additional
408,036 basic shares at $2.00 for a total of $816,072.

During the fiscal year ended March 31, 2000, Medfield purchased 57,743 basic
shares at $2.00 per share for a total investment of $115,486.

All of the 750,000 basic shares were purchased by the end of fiscal year 2000.

During the fiscal year March 31, 2000, Medfield also exercised 329,366 warrants
at $2.00 for an investment of $658,932.

During the fiscal year ended March 31, 2001, Medfield exercised the remaining
420,634 warrants at $2.00 for an investment of $841,268, 750,000 warrants at
$3.00 for an investment of $2,250,000 and 315,843 warrants at $4.50 for an
investment of $1,412,432.

During the fiscal year ended March 31, 2001, Medfield exercised a total of 1,
486,477 warrants for a total investment of $4,512,562.

As of March 31, 2002,there are still 426,557 of the above-mentioned warrants
exercisable at $4.50 for a total of $1,919,506. These warrants expire on March
31, 2003.

(4) On September 10, 1998, UTG issued two notes to Blacksea Investment Ltd. in
the principal amounts of $200,000 and CHF250,000 (approximately $171,250),
respectively. Both notes are due June 30, 2003. The $200,000 note accrues
interest at a rate of 8% per annum, while the CHF 250,000 note accrues interest
at an annual rate of 5%. Such notes were issued by UTG in lieu of a loan
agreement, dated August 13, 1998, which provided for loans in the principal
amounts of the notes. In addition, UTG issued to Blacksea Investment Ltd. 3,000
warrants to purchase shares of common stock of UTG at $30 per share, 3,000
warrants to purchase shares of common stock of UTG at $50 per share, 3,000
warrants to purchase shares of common stock of UTG at CHF45 (approximately $30)
per share, and 3,000 warrants to purchase shares of common stock of UTG at CHF75
(approximately $45) per share. All of such warrants expired on June 30, 2001. As
of March 31, 2002, the $200,000 and CHF250,000 (approximately $160,045) were
included in long-term loans payable.

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(5) On August 22, 1999, UTG issued an aggregate of 201,341 shares of common
stock and 1,103,625 common stock purchase warrants exercisable at $15.00 per
share until August 22, 2003 to stockholders of record on March 20, 1998. This
issuance was made in connection with UTG's 13:1 reverse stock split effected on
March 23, 1998. In connection with the reverse stock split, the Board of
Directors of UTG authorized the issuance of one warrant for each share of UTG
common stock held by each stockholder of record on March 20, 1998. In addition,
the Board of Directors of UTG authorized the distribution to stockholders who
continuously held shares of UTG common stock from March 20, 1998 through
September 21, 1998 of a number of shares of UTG common stock equal to not more
than 20% of the amount of shares of UTG common stock continuously held by
stockholders during that time period to compensate such stockholders for a
decrease in the market value of UTG's shares of common stock following the
reverse stock split.

(6) In December 2000, UTG commenced an offering of up to $20,000,000 of
convertible preferred stock. The convertible preferred stock bears interest at a
rate to be determined per annum, and may be converted into common stock. This
offering was terminated in March 31, 2001, with no funds raised.

(7) On April 17, 2001, UTG issued three notes, for a total of CHF 1,000,000
(approximately $594,530), to three investors. All notes are due June 30, 2004.
The notes accrue interest at a rate of 5.5% per annum. In addition, UTG issued
to these note holders a total of 23,256 warrants to purchase shares of common
stock of UTG at CHF 43, (approximately $25) per share), and the related debt
discount attributable to these warrants is deemed to be immaterial. All of such
warrants expire on June 30, 2004.


CURRENT FINANCIAL POSITION

At March 31, 2002, UTG had working capital of $164,453 and an accumulated
deficit of $13,066,298, as compared to working capital deficit of $5,424,061 and
an accumulated deficit of $17,439,096, at March 31, 2001, respectively.

At March 31, 2002, UTG's bank overdraft balance relative to continuing
operations was $0 compared to $213,518 at March 31, 2001.

Accounts payable and accrued expenses of continuing operations amounted to
$298,581 at March 31, 2002 compared to $2,430,395 at March 31, 2001, a decrease
of $2,131,814 or 87.8%. This decrease is the result of the sale of Starpoint
Card Sales in fiscal 2002 which was recorded as a sale of subsidiary, but in
which an equity interest was retained.

<PAGE>

UTG estimates that existing resources, together with funds generated from
operations may not be sufficient to fund UTG's working capital requirements. UTG
is actively seeking additional equity financing. There can be no assurances that
sufficient financing will be available on terms acceptable to UTG or at all. If
UTG is unable to obtain such financing, UTG will be forced to scale back
operating costs and ultimately terminate operations.


CRITICAL ACCOUNTING POLICIES

GENERAL

UTG's management's discussion and analysis of its financial condition and
results of operations are based upon UTG's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities, revenue and expenses. On an
on-going basis, UTG evaluates its estimates based on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

UTG believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.


REVENUE RECOGNITION

UTG records revenue for product sales at the time of delivery to the client.
Certain fees and other reimbursements are recognized as revenue when the related
services have been performed or the revenues otherwise earned.


BAD DEBT

UTG maintains allowances for doubtful accounts for estimated losses resulting
from the inability of its customers to make required payments. If the financial
condition of UTG's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.


INVENTORY

Inventory consists of equipment to load prepaid phone cards and is stated at the
lower of cost or market on a first-in, first-out basis.

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EQUITY  METHOD  INVESTMENTS
Interests in entities whose results are not consolidated, but over whom the
Company exercises significant influence, are generally accounted for under the
equity method of accounting. Whether or not the Company exercises significant
influence with respect to a subsidiary depends on an evaluation of several
factors including, among others, representation on the subsidiary's board of
directors and ownership level. Under the equity method of accounting, an
investee's accounts are not reflected within the accompanying consolidated
statements of operations. The Company's proportionate share of the affiliate's
results of operations is included in equity in loss of affiliates in the
accompanying consolidated statements of operations. At March 31, 2002, the
Company had an investment in City Communications, Ltd. that it accounts for
using the equity method of accounting.

COST  METHOD  INVESTMENTS

Investments that are not considered to be marketable securities and are not
accounted for under either the consolidation or the equity method of accounting
are accounted for under the cost method of accounting. Under this method, the
Company's share of the earnings or losses of these companies is not included in
the accompanying consolidated statements of operations. Dividend income is
recorded when received from the investee.  The investments are assessed for
impairment annually and recorded at the lower of cost and net realizable value.
At March 31, 2002, the Company had an investment in Brunswick International Inc.
that it accounts for using the cost method of accounting.


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RESULTS OF OPERATIONS

FISCAL YEAR ENDED MARCH 31, 2002 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2001

The sale of UTG's subsidiaries Music Line, Starfon and UTG Belgium are recorded
as discontinued operations in both periods. Therefore, the results from
operations for these entities are not included in the analysis below. Starpoint
was not recorded as discontinued operation but as a sale (in January 2002) of a
subsidiary in which an equity investment was retained. Therefore the results of
operations contain Starpoint's results from operations for 12 months in fiscal
2001 and only approximately 9 months in fiscal 2002.


SALES

During the year ended March 31, 2002, the Company recorded net sales of
$16,245,640, compared to $11,879,234 during the year ended March 31, 2001, an
increase of $4,366,406 or 37%. The 2002 figures represent only sales of
Starpoint for the first three quarters of 2002, because UTG sold its majority
stake in Starpoint on January 9, 2002. The increase is due to the successful
addition of new customers by Starpoint Card Sales United Kingdom.


COST OF SALES

Cost of sales were $14,552,400 for the year ended March 31, 2002 and $11,460,779
for the previous fiscal 2001, a change of $3,091,621 or 27%. The increase was a
result of higher volume of purchases and sales to customers in 2002 by Starpoint
Card Sales. Since the volume in sales increased significantly, Starpoint could
take advantage of lower purchase prices from suppliers.


GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $1,842,697 for the year ended
March 31, 2002 and $4,456,691 for the period ended March 31, 2001, a decrease of
$2,613,994 or 59%. This decrease is primarily due to the decrease in salaries of
$733,095 since fewer people work for UTG, a decrease of management and
consulting fees of $324,072 as several project studies were prepared in the
prior year, a decrease of bad debt expenses of $293,415 and a decrease in
depreciation and amortization of $492,625 as a result of the adoption of FASB
142 which ceased the amortization of Goodwill as of April 1, 2001 and the
subsequent sale of subsidiaries resulting in the write-off of goodwill.


<PAGE>

OTHER INCOME (EXPENSES)

Other income (expenses) for the year ended March 31, 2002 was $622,257 compared
to $(542,489) for the year ended March 31, 2001. The increase in expense is a
result of the sale of Starpoint Card Sales that was recorded as a sale of
subsidiary with a net gain in the amount of $777,086, including a loss on
settlement of a loan receivable of $1,103,669.


NET INCOME (LOSS)

The Company's net income (loss) for the year ended March 31, 2002 was $4,372,798
as compared to ($6,571,057) for the year ended March 31, 2001, an increase of
$10,943,855 or 166%. These differences in net income (loss) were a direct result
of the disposition of four subsidiaries of the Company and the related gain on
sale of subsidiaries and gain on disposal of discontinued operations.


LIQUIDITY AND CAPITAL RESOURCES

The consolidated financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As disclosed in the independent
auditors report on the March 31, 2002 financial statements, recurring losses
from operations and other factors raise substantial doubt about the Company's
ability to continue as a going concern.

The consolidated financial statements do not include adjustments relating to the
recoverability and classification of recorded asset amounts, or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's ability to continue as a
going concern is dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis and ultimately to attain profitable
operations. Management's plans in regard to these matters are also described in
Note 9 to the accompanying financial statements.

During the twelve months ended March 31, 2002, the total cash used in continuing
operations was $1,266,810 driven primarily by the net loss from continuing
operations and the gain on the sale of Starpoint, offset by the loss on the
settlement of a loan receivable. Cash used by investing activities was $46,674,
due to the investments in the Company's UK operations for the prepaid card
business. Cash flow from financing activities was $591,125. This was primarily
due to new loans granted from various related and unrelated parties with
maturity dates over 12 months.

As of March 31, 2002, the company had current assets of $509,259, including cash
of $2,020 and working capital of $164,453. Management believes that with its
existing cash position, together with funds generated from operations may not be
sufficient to fund UTG's working capital requirements. UTG is actively seeking
additional equity financing. There can be no assurances that sufficient
financing will be available on terms acceptable to UTG  or at all. If UTG is
unable to obtain such financing, UTG  will be forced to scale back operating
costs and ultimately terminate operations.


<PAGE>

The Company has future contractual payments primarily related to debt and
operating leases from 2003 to 2004. The Company's future commitments under the
loan agreements total $2,224,260 at March 31, 2002. The Company also has future
minimum rental commitments under a non-cancelable operating lease of $68,880 at
March 31, 2002. The lease agreement expires as of March 31, 2004. The Company
expects to make payments of $34,440 under its non-cancelable operating lease
agreement in fiscal 2003.

RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2001, the Company adopted Financial Accounting Standards Board ("FASB")
Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and
Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141
also requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142 that the Company reclassify if necessary,
the carrying amounts of intangible assets and goodwill based on the criteria in
SFAS 141. SFAS 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life.

The Company's previous business combinations were accounted for using the
purchase method. At March 31, 2001, the net carrying amount of goodwill from
prior purchase transactions was $7,870,001, which was being amortized by
approximately $984,000 each year. Annual amortization of this amount ceased
effective April 1, 2001. No goodwill is recorded on the balance sheet as of
March 31, 2002 as a result of the sales of various subsidiaries in fiscal 2002.

In August 2001, the FASB issued Statement on Financial Accounting Standards
("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long Lived
Assets," which addresses financial accounting and reporting for the impairment
or disposal of long lived assets and supersedes SFAS No. 121 and the accounting
and reporting provisions of APB Opinion No. 30 for a disposal of a segment of a
business. SFAS 144 is effective for fiscal years beginning after December 15,
2001, with earlier adoption encouraged. The company expects to adopt SFAS 144 as
of April 1, 2002, the beginning of fiscal 2003, and it does not expect that the
adoption of the Statement will have a significant impact on the Company's
financial position and results of operation.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS


UTG COMMUNICATIONS INTERNATIONAL, INC.AND SUBSIDIARIESCONSOLIDATED FINANCIAL
STATEMENTSFOR THE YEARS ENDED MARCH 31, 2002 AND 2001


INDEX


INDEPENDENT AUDITORS' REPORT                                20


INDEPENDENT AUDITORS' REPORT                                21


CONSOLIDATED BALANCE SHEET                                  22


CONSOLIDATED STATEMENTS OF OPERATIONS                       23


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)      24


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY              25


CONSOLIDATED STATEMENTS OF CASH FLOWS                       26


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  27-43

<PAGE>

INDEPENDENT  AUDITORS'  REPORT

Board  of  Directors  and  Stockholders  of
UTG  Communications  International,  Inc.
Geroldswil,  Switzerland

We have audited the accompanying consolidated balance sheet of UTG
Communications International, Inc. and Subsidiaries as of March 31, 2002, and
the related consolidated statements of operations, comprehensive income,
stockholders' equity, and cash flows for the year ended March 31, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of UTG Communications
International, Inc. and Subsidiaries as of March 31, 2002, and the results of
their operations and cash flows for the year ended March 31, 2002, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has a history of losses, all of the Company's
operating subsidiaries have been sold and the Company has no cash producing
operations, which raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note 9.  The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

Zurich
July 14, 2002

BDO International Ltd
Certified Public Accountants

Werner Schiesser          Andreas Wyss

<PAGE>

INDEPENDENT  AUDITORS'  REPORT


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
UTG COMMUNICATIONS INTERNATIONAL, INC.

We have audited the accompanying consolidated statements of operations,
stockholders' equity, comprehensive loss and cash flows of UTG COMMUNICATIONS
INTERNATIONAL, INC. AND SUBSIDIARIES for the year ended March 31, 2001. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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 disclosure in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations, stockholders'
equity and comprehensive loss and cash flows of UTG COMMUNICATIONS
INTERNATIONAL, INC. AND SUBSIDIARIES for the year ended March 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
including a loss of $6,571,057 for the year ended March 31, 2001. These losses
and other factors raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 9. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                             Merdinger, Fruchter, Rosen & Corso, P.C.
                             Certified Public Accountants

New York, New York
July 16, 2001


<PAGE>

UTG Communications International, Inc.
Consolidated Balance Sheet

<TABLE>
<CAPTION>

March 31, 2002
--------------------------------------------------------------------------------
Assets
Current:
<S>                                                              <C>
 Cash                                                    $      2,020
 Inventory                                                    130,918
 Other receivables                                            376,321
--------------------------------------------------------------------------------
    Total current assets                                      509,259
--------------------------------------------------------------------------------
Investments                                                10,148,846
Property and equipment                                         27,717
Other, net                                                      5,946
--------------------------------------------------------------------------------
                                                         $ 10,691,768
================================================================================


Liabilities and Stockholders' Equity
Current liabilities:
 Accounts payable and accrued expenses                   $    298,581
 Tax payable                                                   45,333
 Current deferred revenue                                         892
--------------------------------------------------------------------------------
  Total current liabilities                                   344,806
--------------------------------------------------------------------------------
Due to related parties                                      1,269,685
Loans payable                                                 954,575
--------------------------------------------------------------------------------
  Total liabilities                                         2,569,066
--------------------------------------------------------------------------------
Commitments
 Stockholders' equity:
  Preferred stock, $0.01 par value; 10,000,000 shares
   authorized; none issued and outstanding                          -
 Common stock, $0.00001 par value; authorized 60,000,000
   shares; 5,720,836 shares issued                                 57
 Additional paid-in capital - common stock                 21,112,392
 Accumulated deficit                                      (13,066,298)
 Accumulated other comprehensive income                       376,551
--------------------------------------------------------------------------------
                                                            8,422,702

Less:  Treasury stock (23,077 common shares) - at cost        300,000
--------------------------------------------------------------------------------
Total stockholders' equity                                  8,122,702
--------------------------------------------------------------------------------
                                                         $ 10,691,768
================================================================================

</TABLE>
                    See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
UTG Communications International, Inc.
Consolidated Statements of Operations

Year ended March 31,                                               2002          2001
-------------------------------------------------------------  ------------  -------------
<S>                                                                <C>           <C>


Net sales                                                      $16,245,640   $ 11,879,234
Cost of sales                                                   14,552,400     11,460,779
-------------------------------------------------------------  ------------  -------------
Gross profit                                                     1,693,240        418,455
-------------------------------------------------------------  ------------  -------------

Selling and technical expense
 Consulting fees                                                    38,676              -
 Technical fees                                                    329,162        200,639
 Sales salaries                                                    437,919              -
 Other selling expenses                                            149,345              -
-------------------------------------------------------------  ------------  -------------
  Total selling and technical expenses                             955,102        200,639
-------------------------------------------------------------  ------------  -------------
General and administrative expenses
 Management and consulting fees                                     41,239        365,311
 Management fees                                                    26,542              -
 Salaries                                                          604,294      1,337,389
 Bad dept expenses                                                 164,608        458,023
 Depreciation and amortization                                     282,826        753,841
 Professional fees                                                 385,738        594,476
 Travel expenses                                                    12,002        199,589
 Employment agency Fees                                             21,078              -
 Rent expenses                                                     160,912        160,069
 Other operating expenses                                          143,458        587,993
-------------------------------------------------------------  ------------  -------------
  Total general and administrative expenses                      1,842,697      4,456,691
-------------------------------------------------------------  ------------  -------------
Loss from operations                                            (1,104,559)    (4,238,875)
-------------------------------------------------------------  ------------  -------------
Other Income (expense)
 Interest income                                                    21,106          9,910
 Interest expense                                                 (140,495)      (505,884)
 Gain on sale of subsidiary                                      1,880,755              -
 Loss on settlement of loan receivable                          (1,103,669)             -
 Loss from foreign currency                                       (155,440)       (58,873)
 Other income                                                      120,000         12,358
-------------------------------------------------------------  ------------  -------------
Total other income (expenses)                                      622,257       (542,489)
-------------------------------------------------------------  ------------  -------------
Loss from continuing operations before income
taxes and minority interest                                       (482,302)    (4,781,364)
Income taxes                                                        56,614          1,124
-------------------------------------------------------------  ------------  -------------
Loss from continuing operations before
minority interest                                                 (538,916)    (4,782,488)
-------------------------------------------------------------  ------------  -------------
Minority interest                                                        -        289,031
-------------------------------------------------------------  ------------  -------------
Loss from continuing operations                                   (538,916)    (4,493,457)
-------------------------------------------------------------  ------------  -------------
 Loss from discontinued operations                              (2,695,077)    (2,077,600)
 Gain on disposal of discontinued operations                     7,606,791              -
-------------------------------------------------------------  ------------  -------------
 Total income (loss)from discontinued
 operations                                                      4,911,714     (2,077,600)
-------------------------------------------------------------  ------------  -------------
Net income (Loss)                                              $ 4,372,798   $ (6,571,057)
-------------------------------------------------------------  ------------  -------------
Earnings (Loss) per common share - basic and
 diluted
 From continuing operations                                    $     (0.10)  $      (0.88)
 From discontinued operations                                  $      0.86   $      (0.41)
-------------------------------------------------------------  ------------  -------------
Earnings (Loss) per common share - basic and
Diluted                                                        $      0.76   $      (1.29)
-------------------------------------------------------------  ------------  -------------
Weighted average number of common shares
 outstanding:
 Basic and diluted                                               5,692,759      5,083,090
-------------------------------------------------------------  ------------  -------------

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>

UTG Communications International, Inc.
Consolidated Statements of Operations

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


Year ended March 31,                                                  2002           2001
-------------------------------------------------------------  ------------  -------------
<S>                                                                 <C>            <C>


Net income (loss)                                              $ 4,372,798   $ (6,571,057)
-------------------------------------------------------------  ------------  -------------
Foreign Currency Translation Adjustment                           (367,018)        19,349
-------------------------------------------------------------  ------------  -------------

Comprehensive Income (Loss)                                    $ 4,005,780   $ (6,551,708)
-------------------------------------------------------------  ------------  -------------





                            See accompanying notes to consolidated financial statements
</TABLE>

<PAGE>

UTG Communications International, Inc.
Consolidated  Statements  of  Stockholders'  Equity

<TABLE>
<CAPTION>

                                             Additional
                                             Paid-in                              Accumulated
                                             capital -                            other         Total
                            Common Stock     common     Accumulated    Treasury   comprehen-    Stockholder's
                           Shares   Amount   stock      Deficit        stock      sive income   equity
<S>                          <C>      <C>     <C>          <C>          <C>          <C>         <C>
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
BALANCE, MARCH 31, 2000    3,848,299  $38  $14,373,497  $(10,868,039)  $(300,000)  $ 724,220   $ 3,929,716
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Net loss for the fiscal
 year                              -    -            -    (6,571,057)          -           -    (6,571,057)
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Issuance of common stock
 for exercised warrants    1,486,477   15    4,512,547             -           -           -     4,512,562
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Issuance of common stock
 for acquisition             350,000    4    2,031,006             -           -           -     2,031,010
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Issuance of common stock
 for equipment                 7,600    -       60,354             -           -           -        60,354
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Issuance of common stock
 for stock options            13,460    -      104,988             -           -           -       104,988
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Foreign currency
 translation adjustment            -    -            -             -           -      19,349        19,349
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
BALANCE, MARCH 31, 2001    5,705,836  $57  $21,082,392  $(17,439,096)  $(300,000)  $ 743,569   $ 4,086,922
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Net income for the fiscal
 year                              -    -            -     4,372,798           -           -     4,372,798
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Issuance of common stock
 for loan from officer        15,000    -       30,000             -           -           -        30,000
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
Foreign currency
 translation adjustment            -    -            -             -           -    (367,018)     (367,018)
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------
BALANCE, MARCH 31, 2002    5,720,836  $57  $21,112,392  $(13,066,298)  $(300,000)  $ 376,551   $ 8,122,702
-------------------------  ---------  ---  -----------  -------------  ----------  ----------  ------------

</TABLE>
                    See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
UTG Communications International, Inc.
Consolidated Statements of Cash Flows

Year ended March 31,                                     2002          2001
---------------------------------------------------  ------------  ------------
<S>                                                      <C>           <C>

Cash flows from operating activities of continuing
 operations:
Net loss                                             $  (538,916)  $(4,493,457)
Adjustments to reconcile net loss to net cash
 used in operating activities of continuing
 operations:
Bad debt expenses                                        164,607       458,023
Gain on sale of subsidiary                            (1,880,755)            -
Loss on settlement of loan receivable                  1,103,669             -
Depreciation and amortization                            282,826       753,841
Changes in assets and liabilities:
Accounts receivable                                            -      (151,577)
Inventory                                               (130,918)            -
Other assets                                              (5,945)     (724,186)
Other receivables                                       (376,321)     (569,123)
Increase (decrease) in:
Accounts payable and accrued expenses                     68,718    (1,135,583)
Other liabilities                                         46,225             -
---------------------------------------------------  ------------  ------------
Net cash used by operating activities of
 continuing operations                                (1,266,810)   (5,862,062)
---------------------------------------------------  ------------  ------------
Net cash provided in operating activities of
 discontinued operations                                 455,346     1,676,074
---------------------------------------------------  ------------  ------------
NET CASH USED IN OPERATING ACTIVITIES                   (811,464)   (4,185,988)
---------------------------------------------------  ------------  ------------
Cash flows from investing activities of continuing
 operations:
Capital expenditures                                    (127,840)      (73,850)
Proceeds from sale of subsidiaries                        81,166             -
---------------------------------------------------  ------------  ------------
Net cash used in investing activities of
 continuing operations                                   (46,674)      (73,850)
---------------------------------------------------  ------------  ------------
Net cash used in investing activities of
 discontinued operations                                (370,880)     (178,312)
---------------------------------------------------  ------------  ------------
NET CASH USED IN INVESTING ACTIVITIES                   (417,554)     (252,162)
---------------------------------------------------  ------------  ------------
Cash flows from financing activities of continuing
 operations:
Increase (Decrease) of bank overdraft                   (213,518)      200,375
Increase of notes payable long term                      581,071         2,254
Increase of notes payable related party                  223,572       335,851
Proceeds from issuance of common stock                         -     4,617,550
---------------------------------------------------  ------------  ------------
Net cash provided by financing activities of
 continuing operations                                   591,125     5,156,030
---------------------------------------------------  ------------  ------------
Net cash provided by financing activities of
 continuing operations                                   (84,466)            -
---------------------------------------------------  ------------  ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                506,659     5,156,030
---------------------------------------------------  ------------  ------------
Net increase (decrease) in cash                         (722,359)      717,880
Cash, beginning of year                                  724,379         6,499
Cash, end of year                                    $     2,020   $   724,379
---------------------------------------------------  ------------  ------------
Supplemental disclosures of cash flow information:
Cash paid during the year for interest               $         -   $   190,000
Common stock issued for acquisition (350,000
 shares)                                                       -   $ 2,031,006
Common stock issued for equipment (7,600 shares)               -   $    60,354
Conversion of loans receivable to equity
 investment                                          $   148,846             -
Investment in Brunswick Ltd. in exchange for
 subsidiary                                          $10,000,000             -
Common stock issued to director in settlement of
 loan                                                $    30,000             -
--------------------------------------------------------------------------------

</TABLE>

                    See accompanying notes to consolidated financial statements.

<PAGE>

UTG Communications International, Inc.
Notes to consolidated Financial Statements


1. Basis of Presentation

The consolidated financial statements include the accounts of UTG Communications
International,  Inc. ("UTG" or the "Company"), a holding company organized under
the  laws  of  the  state  of  Delaware on April 17, 1996, and its subsidiaries.

All  significant  intercompany accounts and transactions have been eliminated in
consolidation.


The  Company's  current  line of continuing business is the holding of financial
interests  in  companies  in  the  telecommunication  industry  with  the future
intention  of  holding  a  majority  interest in one or more of these companies.
UTG's  revenue  has  historically  been  generated  from  long  distance
telecommunications services provided to retail corporate customers and wholesale
customers and, through Music Line, from the production, sale and distribution of
music  CD's  to  wholesale  and  retail  customers  in  Europe.

The  company's  subsidiaries Starglobal Ltd., Starpoint Cyber Cash AG and United
Telecom  GmbH  are  inactive.

The divestitures of Starfon Telecom Services AG "Starfon" (see note 7) and Music
Line  Group  "Music Line" (Music Line AG, JM Sontel, SSC Selected Sound Carrier)
(see  note  7) were recorded in the second quarter ended September 30, 2001. The
divestiture  of  UTG Communications Belgium NV "UTG Belgium" was recorded in the
third quarter ended December 31, 2001 (see note 7). The divestiture of Starpoint
Card  Sales  "Starpoint" was recorded in the fourth quarter ended March 31, 2002
(see  note 8) and is included in the financial statements as sale of subsidiary.
The  financial  statements for all periods presented reflect Starfon, Music Line
and  UTG Belgium as discontinued operations. Begining January 9, 2002, Starpoint
has  been  accounted  for  as  an equity method investment. All of the following
notes,  unless  otherwise  indicated, refer to the continuing operations of UTG,
which  reports  as  a  single  business  segment.

The  consolidated  financial  statements  have  been prepared on a going concern
basis,  which  contemplates  the  realization  of  assets  and  satisfaction  of
liabilities  in  the  normal  course  of  business. The Company has a history of
losses and presently has no cash producing operations. Due to the uncertainty as
to  whether  the  Company  will be successful in raising capital, the company is
unable  to  determine  if  its working capital balance at March 31, 2002 will be
sufficient  to  meet  its  near  term  operating  requirements,  which  raises
substantial  doubt  about  the company's ability to continue as a going concern.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements

The consolidated financial statements do not include adjustments relating to the
recoverability  and classification of recorded asset amounts, or the amounts and
classification of liabilities that may be necessary should the company be unable
to  continue  as  a  going concern. The company's ability to continue as a going
concern  is  dependent upon its ability to generate sufficient cash flow to meet
its obligations on a timely basis. Management's plans in regard to these matters
are  described  in  note  9.

2. Summary of
   Significant
   Accounting
   Policies

REVENUE  RECOGNITION

UTG  records  revenue  for  product sales at the time of delivery to the client.
Certain fees and other reimbursements are recognized as revenue when the related
services  have  been  performed  or  the  revenue  otherwise  earned.


BAD  DEBT

UTG  maintains  allowance  for  doubtful accounts for estimated losses resulting
from  the inability of its customers to make required payments. If the financial
condition  of  UTG's customers were to deteriorate resulting in an impairment of
their  ability  to  make  payments,  additional  allowances  may  be  required.


INVENTORY

Inventory consists of equipment to load prepaid phone cards and is stated at the
lower  of  cost  or  market  on  a  first-in,  first-out  basis.


PROPERTY  AND  EQUIPMENT

Property  and  equipment  are  stated  at  cost  less  accumulated depreciation.
Maintenance  and  repairs  are  charged  to expense as incurred. Depreciation is
provided on the basis of the various estimated useful lives of the assets, using
the  straight-line  method  as  follows:

          Furniture,  fixtures  and  office  equipment   5-10  years
         Computer equipment and sofware                  5  years

<PAGE>

UTG Communications International, Inc.
Notes to consolidated Financial Statements


INCOME  TAXES

The  Company  utilizes  an  asset  and  liability  approach  for  differences in
financial  accounting  and reporting for income taxes. The primary objectives of
accounting  for  income taxes are to (a) recognize the amount of tax payable for
the  current  fiscal year and (b) recognize the amount of deferred tax liability
or  asset  for the future tax consequences of events that have been reflected in
the  Company's  financial  statements  or  tax  returns. Deferred tax assets are
offset  by  valuation  allowances  to  the  extent their ultimate realization is
uncertain.

COMPREHENSIVE  INCOME

The  Company  accounts  for comprehensive income in accordance with Statement of
Financial  Accounting  Standards  ("SFAS")  No.  130  "Reporting  Comprehensive
Income".  Comprehensive  income  is  comprised  of net income and all changes in
stockholders  equity  except  those  due  to  investments  by  owners. All items
included  in  accumulated  other comprehensive income relate to foreign currency
translation  adjustments.

EQUITY  METHOD  INVESTMENTS

Interests  in  entities  whose  results are not consolidated, but over which the
Company  exercises  significant influence, are generally accounted for under the
equity  method  of  accounting. Whether or not the Company exercises significant
influence  with  respect  to  a  subsidiary  depends on an evaluation of several
factors  including,  among  others,  representation on the subsidiary's board of
directors  and  ownership  level.  Under  the  equity  method  of  accounting, a
subsidiary's  accounts  are  not  reflected within the accompanying consolidated
statements  of  operations. The Company's proportionate share of the affiliate's
operating  earnings  is  included  in  equity  in  loss  of  affiliates  in  the
accompanying  consolidated  statements  of  operations.  At  March 31, 2002, the
Company  had  an  investment  in  City Communications, Ltd. that it accounts for
using  the  equity  method  of  accounting  (see  Note  8).

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements


COST  METHOD  INVESTMENTS

Investments  that  are  not  considered  to be marketable securities and are not
accounted  for under either the consolidation or the equity method of accounting
are  accounted  for  under the cost method of accounting. Under this method, the
Company's  share of the earnings or losses of these companies is not included in
the  accompanying  consolidated  statements  of  operations. The investments are
assessed  for  impairment  annually  and  recorded  at the lower of cost and net
realizable  value.  Income  is  recorded as dividends are received. At March 31,
2002,  the  Company  had  an  investment in Brunswick International Inc. that it
accounts  for  using  the  cost  method  of  accounting  (see  Note  7).


USE  OF  ESTIMATES

The  preparation  of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual  results  could  differ  from  these  estimates.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements



RECLASSIFICATION

As  of  March  31,  2002,  certain prior year amounts have been reclassified for
comparative  purposes.


LONG-LIVED  ASSETS

Long-lived  assets, such as property and equipment, are evaluated for impairment
when events or changes in circumstances indicate that the carrying amount of the
assets  may  not  be  recoverable through the estimated undiscounted future cash
flows from the use of these assets. When any such impairment exists, the related
assets  will  be  written  down  to  fair  value. No impairment losses have been
necessary  through  March  31,  2002.

STOCK-BASED  COMPENSATION

In  accordance  with Statement of Financial Accounting Standards No. 123, ("SFAS
123")  "Accounting  for  Stock-Based  Compensation",  the Company has elected to
follow  the  provisions  Accounting Principles Board Opinion No. 25, "Accounting
for  Stock  Issued to Employees" ("APB 25"), in accounting for options issued to
employees.  Under  these  provisions, stock compensation related to employees is
calculated  using  the  intrinsic  value  method,  and  compensation is recorded
representing  the  difference  between  the option exercise price and the market
value  of  the  underlying  stock  on  the  date  of  grant.  Options  issued to
non-employees  are  recorded as compensation expense at fair value in accordance
with  SFAS  123  using  the  Black  Scholes  Option  Pricing  Model.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements

NEW  ACCOUNTING  PRONOUNCEMENTS


In  April  2001,  the  Company  adopted Financial Accounting Standards
Board  Statements  No.  141,  Business  Combinations  (SFAS  141),  and No. 142,
Goodwill  and  Other  Intangible Assets (SFAS 142). SFAS 141 requires the use of
the  purchase  method  of  accounting  and  prohibits  the use of the pooling-of
interests  method  of  accounting for business combinations initiated after June
30,  2001. SFAS 141 also requires that the Company recognize acquired intangible
assets  apart  from  goodwill  if  the  acquired  intangible assets meet certain
criteria. SFAS 141 applies to all business combinations initiated after June 30,
2001  and for purchase business combinations completed on or after July 1, 2001.
It  also  requires,  upon  adoption  of  SFAS 142 that the Company reclassify if
necessary,  the  carrying amounts of intangible assets and goodwill based on the
criteria  in  SFAS 141. SFAS 142 requires, among other things, that companies no
longer  amortize goodwill, but instead test the goodwill for impairment at least
annually.  In  addition,  SFAS  142 requires that the Company identify reporting
units  for  the  purposes of assessing potential future impairments of goodwill,
reassess  the  useful  lives of other existing recognized intangible assets, and
cease  amortization  of  intangible  assets  with  an  indefinite  useful  life.

The  Company's previous business combinations were accounted for using
the purchase method. At March 31, 2001, the net carrying amount of goodwill from
prior  purchase  transactions  was  $7,870,001,  which  was  being  amortized by
approximately  $984,000  each  year.  Annual  amortization of this amount ceased
effective  April  1,  2001.

The  Company  had  determined that the classification and useful lives
utilized  for its other intangible assets, which consisted primarily of customer
lists  and  product  license  costs,  were appropriate and consistent with those
identified  as  of  March  31,  2001.  As  a result of the sale of the company's
investment  in  Music  Line  in  August  2001, Starfon in September 2001 and UTG
Belgium  in  November  2001  (see  notes 8 and 9), there is no goodwill or other
intangible assets remaining on the Company's balance sheet as of March 31, 2002.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements


In  August  2001,  the Financial Accounting Standard Board issued SFAS
NO.  144 "Accounting for the Impairment or Disposal of Long Lived Assets," which
addresses  financial  accounting and reporting for the impairment or disposal of
long  lived  assets and supersedes SFAS No. 121 and the accounting and reporting
provisions of APB Opinion No. 30 for a disposal of a segment of a business. SFAS
144  is  effective  for  fiscal  years  beginning  after December 15, 2001, with
earlier  adoption  encouraged. The company expects to adopt SFAS 144 as of April
1,  2002, the beginning of fiscal 2003, and it does not expect that the adoption
of  the  Statement  will  have  a  significant impact on the Company's financial
position  and  results  of  operation.

3.     Basic  and
       dilutive
       earnings (loss)
       per share

Basic earnings (loss) per share includes no dilution and is computed by dividing
earnings  (loss) available to common stockholders by the weighted average number
of  outstanding  common  shares  during  the period. Diluted earnings (loss) per
share  reflect,  in  periods in which they have a dilutive effect, the effect of
shares  of  common stock issuable upon exercise of common stock equivalents. The
assumed conversion of all options and warrants would have been antidilutive and,
therefore, were not considered in the computation of diluted earnings (loss) per
share  for  the  years  ended  March  31,  2002  and  2001.

4.     Property and
       equipment

Major classes of property and equipment are as follows:

          March 31, 2002

          Computer  equipment  and  software            $  34,819

          Less accumulated depreciation                    (7,102)
                                                       -----------
          Property  and  equipment,  net                $  27,717
                                                       ===========

Depreciation  expense  for  the  fiscal years ended March 31, 2002 and
2001  amounted  to  $7,102  and  $0,  respectively.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements

5.     Loans payable

On  September  10,  1998  the Company received a loan of $200,000 from Black Sea
Investment  Ltd.  ("Black  Sea"),  payable September 10, 2003. The loan bears an
interest  rate  of  8%  per  annum  and  is  payable  March  31,  of  each year.

On  September 10, 1998 the Company received a loan of CHF 250,000 (approximately
$160,045) from Black Sea, payable September 10, 2003. The loan bears an interest
rate  of  8%  per  annum  and  is  payable  March  31,  of  each  year.

As consideration for the above loans received from Black Sea, the Company agreed
to  issue  12,000 three-year warrants to Black Sea. The warrants are exercisable
at  various  exercise  prices  (see  Note  14),  and  the  related debt discount
attributable  to  these  warrants  is  deemed  to  be  immaterial.

On  April  17,  2001,  the  Company received a loan of Swiss Francs 1,000,000 or
$594,530  from  a  Swiss bank, payable June 30, 2004. The loan bears an interest
rate  of  5.5%  per annum and is payable on June 30, of each year. As additional
consideration for the above loan, the Company agreed to issue 23,620 warrants to
the  noteholders.  The  warrants  expire  April  17,  2004.  The  warrants  are
exercisable at CHF 43 (or $24.50), and the related debt discount attributable to
these  warrants  is  deemed  to  be  immaterial.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements

6.     Related parties

On  July  12, 2002, accounts payable and short-term loans due to related parties
were  transformed  into  long  term  loans,  with  the terms set out below. As a
result,  these  liabilities  have been classified as long-term obligations as of
March  31,  2002.

     (a) On July 12, 2002, the Company issued a 5% long term loan payable to the
     principal  shareholder  of  the  Company totaling CHF 369,564 ($223,572) in
     exchange  for  amounts payable to the shareholder as of March 31, 2002. The
     loan  and  interest  are  due  in  full  on  June  30,  2003.

     (b)  On  July 12, 2002, the Company issued a 5% long term loan payable to a
     related  party  of  which  the  president  and  CEO  of  UTG  is  the major
     shareholder, totaling CHF 108,715 ($84,146) in exchange for amounts payable
     as  of  March  31,  2002. The loan and interest are due in full on June 30,
     2003.

     (c)  On  July 12, 2002, the Company issued a 5% long term loan payable to a
     related  party  of  which  the  president  and  CEO  of  UTG  is  the major
     shareholder, totaling CHF 1,397,686 ($823,764) and $138,203 in exchange for
     amounts payable as of March 31, 2002. The loan and interest are due in full
     on  June  30,  2003. Included in this amount is rent payable for the fiscal
     year  2002  in  the  amount  of  $34,440.


The  company's  office  facilities  are  leased  from  the  principal
shareholder  (see Note 11). Rental expense amounted to approximately $40,000 for
both  fiscal  years  ended  March  31, 2002 and 2001. The lease term is for five
years.  The  original  lease  term  expires  in  March  2004.


Amounts  owed to officers and other employees of the Company for bonus
and  expenses  amounted  to  approximately $243,725 at March 31, 2002, which are
included  in  accounts  payable  and  accrued  expenses.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements

7.     Discontinued operations

On  August  15,  2001,  UTG  sold  its  investments  in  Music Line to Brunswick
International  Inc.  ("Brunswick")  in  exchange  for  19.5%  of  Brunswick's
outstanding  shares  valued  at $10,000,000 and CHF10,000 (approximately $5,800)
cash,  resulting in a gain on disposal of discontinued operations of $4,850,145.
The  investment  in  Brunswick has been recorded under the cost basis method, as
the  Company  does  not exercise any significant influence over the financial or
operating decisions of Brunswick. As a result of the sale of UTG's investment in
Music Line, the Company is no longer in the music business, therefore Music Line
has  been  recorded as a discontinued operation for the fiscal years ended March
31, 2002 and 2001. Brunswick holds various interests in the antenna business for
wireless communication in Europe and has a joint venture with a US Tower Company
in  Europe.  Losses  from Music Line's operations were $1,119,457 and $1,280,593
for the period ending August 15, 2001 and the fiscal year ending March 31, 2001,
respectively  and  are  included  in  loss  from  discontinued  operations.


On  September  22,  2001,  UTG sold its 100% subsidiary Starfon Telecom Services
("Starfon")  to  Delsette  Financial  Inc.,  which  has interests in the Telecom
Industry,  for  $1,000,  resulting  in  a  gain  of  $3,380,420  on  disposal of
discontinued  operations.  Losses  from  Starfon's  operation  were $639,181 and
$664,088  for  the  period  ending September 22, 2001 and the fiscal year ending
March  31,  2001,  respectively  and  are  included  in  loss  from discontinued
operations.

On  November  15,  2001,  UTG  sold  its 100% subsidiary UTG Belgium to Delsette
Financial  Inc.  for  $  1,000,  resulting in a loss on disposal of discontinued
operations  of  $623,774.  Losses from UTG Belgium's operation were $936,439 and
$132,919  for  the  period  ending  November 14, 2001 and the fiscal year ending
March  31,  2001,  respectively  and  are  included  in  loss  from discontinued
operations.

In the second quarter of fiscal 2002, the sale of Starfon was initially recorded
as  a  sale of subsidiary and not as a discontinued operation, since the Company
was  still  present  in  the  business  of providing private voice, fax and data
management  telecommunication  services  "Selling Minutes" by its subsidiary UTG
Belgium.

In  the quarter ended December 31, 2001, as a result of the sale of UTG Belgium,
all  companies  in  the  business  of  Selling Minutes were sold. Therefore, UTG
recorded the sales of Starfon and UTG Belgium as discontinued operations for the
fiscal  years  ended  March  31,  2002  and  2001.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements


8.     Sale  of  subsidiary

On  January  9,  2002,  UTG  sold  its  51%  interest  in  Starpoint  to  City
Communications,  Ltd.  ("City"), for GBP 51,000 (approximately $73,366) in cash,
resulting  in a gain on sale of $1,880,775. Subsequent to the sale of Starpoint,
UTG  exchanged  loans  receivable from Starpoint in the amount of $1,252,515 for
33,333  shares  of  City  valued at $148,846, at which time the number of City's
outstanding  shares  was 133,333, representing 25% of the issued and outstanding
shares  of  City. City raised additional capital subsequent to UTG's investment,
increasing  its outstanding shares to 273,333 shares, resulting in a dilution of
UTG's  holding  to 8.9% of City's issued and outstanding shares. The exchange of
the  loan  for the investment resulted in a loss of $1,103,669. Due to financial
difficulties,  UTG did not participate in City's equity offering. UTG intends to
increase  its equity holding in City, in the event that a successful fundraising
by  UTG is achieved. The net gain on the transaction was $777,086, including the
loss  of  $1,103,669 on the settlement of the loan receivable. The investment in
City  Communications  is  accounted  for  using  the  equity method based on the
significant influence that can be exercised by UTG through its right to Board of
Director representation. UTG's equity in City's losses for the fiscal year ended
March  31,  2002  was  immaterial.

9.     Going concern

Based  upon the company's plan of operation, the Company estimates that existing
resources,  will  not  be  sufficient to fund the Company's working capital. The
Company  is  currently  holding  financial  interests  in  companies  in  the
telecommunication  industry  with  the  future  intention  of holding a majority
interest  in  one or more of these companies and anticipates positive cash flows
from  operations  at  that  time. UTG's management is currently negotiating with
potential  investors regarding equity financing. There can be no assurances that
sufficient  financing will be available on terms acceptable to the Company or at
all.  If  the  Company  is  unable to obtain such financing, the Company will be
forced  to scale  back  operating  costs  and  ultimately  terminate operations.

<PAGE>

UTG Communications International, Inc.
Notes to consolidated Financial Statements


10.    Income Taxes

As  of March 31, 2002, the Company had net operating loss carryforwards totaling
approximately  $13,066,000,  which  would  result  in  a  deferred  tax asset of
approximately  $4.4  million. The net operating loss carryforwards expire in the
years  2011  through  2021.  Because of the current uncertainty of realizing the
benefits  of  the  tax  loss  carryforwards,  a valuation allowance equal to the
deferred tax asset has been established. The full realization of the tax benefit
associated  with  the  carryforward  depends  predominantly  upon  the Company's
ability  to  generate  taxable income during the carryforward period. 10. Income
Taxes  Income  tax  expense  relates  to Delaware franchise taxes for the fiscal
years  2001  and  2002.

11.    Commitments

The  Company  leases  its  facility  (for  UTG's head office) under an
operating  lease  (see  note 6). The agreement requires quarterly rent of $8,610
per quarter. Total rental expense was $160,912 and $160,069 for the fiscal years
ended  March  31,  2002  and 2001, respectively, which included rent expense for
Starpoint Card Sales UK which was sold as of January 9, 2002 (see Note 8). As of
March  31,  2002,  future  minimum  lease payments for the continuing operations
under  the  remaining  lease  agreement  as  follows  (see  Note  6):

          2003           $34,440
          2004            34,440
          ----------------------
          Total          $68,880
          ======================

<PAGE>

UTG Communications International, Inc.
Notes to consolidated Financial Statements

12.     Dispositions


In  the  fiscal  year ended March 31, 2002, the Company disposed of its majority
interests  in Music Line, Starfon, and UTG Belgium which have been accounted for
as  discontinued  operations  for the fiscal years ended March 31, 2002 and 2001
(see  Note  7).

As a result of the Company's sale of Starpoint on January 9, 2002, and resulting
equity  investment  in  City  as  a  result  of  the exchange of a loan due from
Starpoint  for  an  investment  in  City  the Company has included the result of
operations of Starpoint in the financial statements through the date of disposal
and  has  accounted  for the investment subsequent to the date of disposal as an
equity  method  investment  (see Note 8). Accordingly, beginning January 9, 2002
the  remaining  asset  on  the  balance sheet relating to Starpoint is an equity
method  investment in City. Additionally, beginning January 9, 2002, the Company
will  record  its  proportionate share of City's operating losses, which will be
included  in  equity  in  loss  of  affiliates  in  the statement of operations.


Set  forth  below is Starpoint's condensed balance sheet and statement
of  operations for the fiscal years ended March 31, 2002 and 2001 for Starpoint:

                                           FOR THE YEAR ENDED
                                           ------------------
                                       MARCH 31, 2002  MARCH 31, 2001
                                      ---------------  --------------
          Current  Assets               $   -           $  1,623,558
          Equity  Investment            $   148,846     $    -
          Long-term  Assets             $   _           $   155,670
          Total  Assets                 $   148,846     $  1,779,228
          Current  Liabilities          $   -           $  2,406,496
          Long-term  Liabilites         $   -           $  1,015,366
          Total  Liabilities            $   -           $  3,421,862
          Total  Stockholders'
             equity                     $   -           $(1,642,634)
          Revenues                      $16,245,640     $11,879,234
          Gross  Profit                 $  1,693,240    $   558,804
          Total  selling  and
             technical  expenses        $   952,719     $        -
          General  and  administrative
             expenses                   $  1,262,763    $  2,470,884
          Other  income  (expense)      $   (27,579)    $     3,669
          Net  loss                     $   549,821     $  1,619,380


<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements

13.     Stockholder's Equity

The Company is authorized to issue 60,000,000 shares of common stock at $0.00001
par  value  and  10,000,000  preferred  shares  at  $0.01  par  value.


During  the  fiscal year ended March 31, 2001, an investor exercised warrants to
purchase  1,486,477  shares  of  common  stock  for  net proceeds of $4,512,562.


On  March 31, 2001, the Company issued 350,000 shares of its common stock valued
at  $2,031,010  in  relation  to  the acquisition of Music Line .During the year
ended March 31, 2001, the Company issued 7,600 shares of its common stock valued
$60,354  for  the  purchase  of  equipment.

During  the year ended March 31, 2001, 13,460 stock options were exercised at an
exercise  price  of  $104,988  or  $7.80  per  share.

During  the  year  ended March 31, 2002, the Company issued 15,000 shares of its
common  stock  valued  $30,000,  in  exchange  for a loan from an officer of the
Company.

<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements

14.     Stock Warrants

a)  As  consideration  for  the  loans received from Blacksea, (see Note 5), the
Company  agreed  to  issue  to Blacksea the following 3 year warrants which will
entitle  Blacksea  to purchase shares of the Company's $0.00001 par value common
stock  at  any  time  following the effective date of the Company's registration
statement  under  Securities  act  covering  the  Warrants.

          3,000  warrants  at  a  strike  price  of  $30
          3,000  warrants  at  a  strike  price  of  $50
          3,000  warrants  at  a  strike  price  of  CHF  45  or  $25.81
          3,000  warrants  at  a  strike  price  of  CHF  75  or  $43.01


As  of  March  31,  2002  and  2001,  the strike price of the warrants
exceeded  the  trading  price  of  the  Company's common stock. The related debt
discount  attributable  to  the  above  warrants  is  deemed  to  be immaterial.


As  of  March  31,  2002,  none  of  the warrants have been exercised.


b)  On March 23, 1998, the Company issued 250,000 shares of restricted
common  stock  (post-reverse  split) at a purchase price of $2.00 per share. For
each  share  of restricted common stock purchased, the subscriber received three
warrants,  each to purchase one share of restricted common stock at $2.00, $3.00
and  $4.50,  respectively.  The warrants will expire five years from the date of
issuance. During the years ending March 31, 2000 and 1999, the Company issued an
additional  57,743  and  408,036  shares  of  restricted  common  stock  to  the
subscriber,  which  entitled  the  subscriber  to  receive  an  additional three
warrants  for  each  restricted  common  share,  each  to  purchase one share of
restricted  common  stock  at  $2.00,  $3.00 and $4.50, respectively. During the
fiscal  years  ending  March  31,  2002  and 2001, 0 and 1,486,477 warrants were
exercised.  As  of  March  31, 2002, 426,557 warrants remain, unexercised, at an
exercise  price  of  $4.50  and  expire  on  March  31,  2003.

c)  On August 22, 1999, in connection with the issuance of 201,341
shares of common stock and the Company's reverse stock split, effective March
23, 1998, the Company issued 1,103,625 common stock purchase warrants at an
exercise price of $15.00 per share and an expiration date of August 22, 2003.
None of the warrants have been exercised as of March 31, 2002.


<PAGE>
UTG Communications International, Inc.
Notes to consolidated Financial Statements


d)  On  April  17,  2001,  in  connection  with the loan received from
investors  (see  Note  5)  the Company issued 23,620 warrants to purchase common
stock  at  exercise price of CHF 43 (or $24.50) and an expiration date of April,
17,  2004.  None  of  the  warrants  have  been  exercised as of March 31, 2002.


15.     Stock Options

a)  On July 1, 1999, the Company granted options to purchase shares of
common  stock  to  four  employees. Three options are for 10,000 shares, and one
option  is  for  8,000  shares,  all  at an exercise price of $5.00. The options
vested  immediately  and  expire  June  30,  2004.


b)  In 1999, the Company granted options to purchase
shares of common stock to two outside consultants. Each option was for 25,000
shares at an exercise price of $5.00 per share. The options vested on November
1, 1999 and expire on October 31, 2004.

Stock  options  are  summarized  as  follows:

<TABLE>
<CAPTION>









                                                                  Weighted Average
                                                  Option Price per    Price
                                    Option Shares      Share         per Share
--------------------------------------------------------------------------------

<S>                                          <C>         <C>         <C>
Outstanding at March 31,
 2000                                    208,800   $    1 - 5        $ 4.80
Granted                                  141,000   $   5 - 30        $28.96
Exercised                                (13,460)  $     7.80        $ 7.80
--------------------------------------------------------------------------------

Outstanding at March 31,
 2001                                    336,340   $     1-30        $14.80
Granted                                        -            -           -
Exercised                                      -            -           -
--------------------------------------------------------------------------------
Outstanding at March 31,
 2002                                    336,340   $     1-30        $14.80
================================================================================

</TABLE>

<PAGE>

UTG Communications International, Inc.
Notes to consolidated Financial Statements


The  Company  accounts  for its stock option transactions under the provision of
APB  No.  25.  The following proforma information is base on estimating the fair
value  of  grants  based  upon  the  provisions  of FAS No. 123, "Accounting for
Stock-Based  Compensation".  The  fair  value  of each option granted during the
period  ended March 31, 2001 has been estimated as of the following assumptions:
risk free interest rate of 5.5%, life of options of 3-5 years, volatility of 50%
and expected dividend yield of 0%. Under these assumptions, the weighted average
fair  value of options granted during the period ending March 31, 2001 was $2.26

The  Company's  proforma  net  loss and net loss per share assuming compensation
cost  was  determined  under  SFAS  No.  123  would  have  been  the  following:

                                   YEAR ENDED MARCH 31,
                                           2001

          Net  Loss                   $(6,980,000)
                                     =============
          Net  Loss  per  share       $( 1.37)
                                     =============

The Company had no additional compensation expense under SFAS No. 123
for the fiscal year ended March 31, 2002, as no options were issued or vested in
fiscal 2002.

<PAGE>

UTG Communications International, Inc.
Notes to consolidated Financial Statements

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

On August 22, 2001, UTG dismissed Merdinger, Fruchter, Rosen & Corso, P.C.,
Certified Public Accountants as UTG's principal accountant and on August 13,
2001 engaged BDO International Ltd. ("BDO") as it principal independent
accountants to audit the financial statements of the Company for the year ended
March 31, 2002.

The report of Merdinger, Fruchter, Rosen & Corso, P.C., Certified Public
Accountants on UTG's financial statements for the years ended March 31, 2000 and
2001 contained an explanatory paragraph with respect to the Company's ability to
continue as a going concern.

The decision to change accountants was approved by UTG's Board of Directors.

During the years ended March 31, 2001 and 2000, there were no disagreement with
Merdinger, Fruchter, Rosen & Corso, P.C., Certified Public Accountants on any
matter of accounting principles or practices, financial statement disclosures or
audit scope or procedure, which disagreements if not resolved to the
satisfaction of Merdinger, Fruchter, Rosen & Corso, P.C., Certified Public
Accountants would have caused them to make reference thereto in their reports on
the financial statements for such periods.

During the two most recent fiscal years and the subsequent interim period prior
to engaging BDO, neither Registrant nor anyone on its behalf consulted with BDO
regarding the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on Registrant's financial statements, and neither a written report nor
oral advice was provided to Registrant by BDO that was an important factor
considered by Registrant in reaching a decision as to any accounting, auditing
or financial reporting issue.


PART III

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

The executive officers, directors and significant employees of the Company on
March 31, 2002 were as follows:


<PAGE>

NAME                     AGE                 POSITION
---------------------    ---      ---------------------------------------------


Ueli Ernst               55       Chairman of the Board, Chief
                                  Executive Officer and Director

Ueli Ernst has served as a director and Chief Executive Officer of UTG since
January 3, 1998. He has 28 years of experience in international business
development in various industries primarily in management consulting, financial
advisory services and rendering advice to new growth business ventures. He was
Chairman of Swissray International Inc, a reporting company which was then
listed on the NASDAQ Small Cap Market, from May 1995 through March 1997. Mr.
Ernst received his Masters of Business Administration degree in 1973 from the
University of Zurich.

Directors of the Company hold office until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

No family relationships exist among any of the directors or executive officers
of the Company.

The Company's equity securities are not registered pursuant to Section 12 of the
Securities Exchange Act of 1934. As such, no person is required to comply with
the requirements of Section 16 of such Act.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the cash and other compensation awarded to,
earned by or paid to Klaus Brenner, Andreas Popovici, Udo Caspers, Peter Holmes,
Steve Bryant and Ueli Ernst who served as the Company's chief executive officer
during the fiscal year ended March 31, 2002 and each other highly compensated
executive officers and all executive officers of subsidiaries who assist in
making policy for UTG. In certain cases, dollar amounts are approximated based
on foreign currency translations.

<PAGE>


<TABLE>
<CAPTION>
                                                    SUMMARY COMPENSATION TABLE


                                                   Annual Compensation          Long-term Compensation          Awards
                                                  --------------------          -----------------------        --------
                                                                                              Securities Stock
Name and Position             Fiscal year       Salary     Bonus   Other annual    Restricted     Award(s)        LTIP
                                              ----------           -------------
                            ended March 31,      ($)        ($)         ($)       Compensation  Options/SARs   Underlying($)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>         <C>       <C>             <C>           <C>            <C>


Ernst, Ueli                            2002     120,000         -            -             -              -           -
Chairman of the board                  2001      90,000         -            -             -         10,000           -
Chief executive Officer
(1) (2) (3)                            2000         -           -            -             -              -

Brenner, Klaus                         2002     24,000          -            -             -              -           -
Treasurer and Secretary
(1)                                    2001     22,500          -            -             -         10,000
                                       2000          -          -            -             -              -           -






Popovici, Andreas                      2002      50,000 (5)     -            -             -              -           -
Vice President of Starfon              2001     111,000         -            -             -              -           -
                                       2000     115,000         -            -             -              -           -

Caspers, Udo                           2002      43,500 (4)     -            -             -              -           -
Finance and Controller                 2001      88,000         -            -             -          9,000           -
                                       2000       7,000         -            -             -              -           -

Holmes, Peter                          2002      78,000 (6)     -            -             -              -           -
Managing Director of
 Starpoint Card Sales                  2001      78,000         -            -             -         10,000           -
                                       2000      67,200         -            -             -         10,000           -

Bryant, Steve                          2002           - (7)     -            -             -              -           -
Managing Director of
 Starglobal                            2001      40,500         -            -             -              -           -
                                       2000      57,600         -            -             -          8,000           -


                               Payouts
                           -----------------
Name and Position          All other Payouts

                            Compensation ($)

<S>                              <C>

Ernst, Ueli                                -
Chairman of the board                      -
Chief executive Officer
                                           -

Brenner, Klaus                             -
Treasurer and Secretary
                                           -
                                           -

Popovici, Andreas                          -
Vice President of Starfon                  -
                                           -

Caspers, Udo                               -
Finance and Controller                     -
                                           -

Holmes, Peter                              -
Managing Director of
 Starpoint Card Sales                      -
                                           -

Bryant, Steve                              -
Managing Director of
 Starglobal                                -
                                           -

</TABLE>

(1) Mr. Ernst was appointed Chairman of the Board and Chief Executive Officer on
January 3, 1998 and Mr. Brenner as Treasurer and Secretary on January 3, 1998.
Neither Mr. Ernst nor Mr. Brenner have received any compensation for their
services in this capacity during the fiscal years ended March 31, 2000, 1999 or
1998.

(2) Interfinance Investment Co. Ltd., a company controlled by Mr. Ernst earned
$39,482.16 in commissions related to the sale of 658,036 shares of common stock
and warrants to an investor during the fiscal years ended March 31, 1998 and
March 31, 1999 and was issued an aggregate of 144,000 shares of common stock and
92,308 options to purchase common stock of the Company in connection with
various financings. These options expired as of March 31, 1999. Mr. Ernst
received 2,000,000 shares of UTG common stock in consideration for 51% of the
outstanding shares of MusicLines, A.G. He also received certain accounts
receivables of UTG.

(3) Does not include amounts paid as rent to a company controlled by Mr. Ernst.

(4) Mr. Caspers served from February 21, 2000 until September 30, 2001.

(5) Mr. A. Popovici served from August 1996 until August 2001.

(6) Mr. P. Holmes served from August 1998 until January 2002.

(7) Mr. S. Bryant served from August 1996 until January 2001.


The following table sets forth all grants of options to purchase common stock to
the executive officers named in the Summary Compensation Table for the fiscal
year ended March 31, 2001.

<PAGE>

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)



During fiscal year 2002, no options were issued.




               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTIONS/SAR VALUES

<TABLE>
<CAPTION>


Name     Shares Acquired on     Value Realized     Number of Unexercised     Value of Unexercised
(a)           Exercise                ($)          Securities Underlying     in-the money Options/
                 (#)                  (c)        Options/SARs at FY-End (#)   SARs at FY-End (#)
                 (b)                                   Exercisable /              Exercisable /
                                                       Unexercisable              Unexercisable
                                                            (d)                        (e)
<S>              <C>                  <C>                   <C>                         <C>

Ernst, Ueli         -                   -                  10,000                      59,300

Brenner, Klaus      -                   -                  10,000                      59,300

Holmes, Peter       -                   -                  10,000                      59,300

Bryant, Steve       -                   -                   8,000                      23,440

</TABLE>

<PAGE>

COMPENSATION OF DIRECTORS

The Company reimburses directors for reasonable out-of-pocket expenses incurred
in connection with attendance at board and committee meetings. See "Item 10 --
Executive Compensation" for a description of any additional compensation paid to
Messrs. Ernst.

Pursuant to Section 145 of the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that the Company shall, to the fullest
extent permitted by law, indemnify all directors, officers, incorporators,
employees and agents of the Company against liability for certain of their acts.
The Company's Certificate of Incorporation also provides that, with certain
exceptions, no director of the Company will be liable to the Company for
monetary damages as a result of certain breaches of fiduciary duties as a
director. Exceptions to this include a breach of the director's duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, improper declaration of dividends and transactions
from which the director derived an improper personal benefit.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 1, 2002, certain information
concerning beneficial ownership of the Company's Common Stock by (i) each
beneficial owner of more than five percent of the outstanding Common Stock, (ii)
each director of the Company, (iii) each executive officer named in the Summary
Compensation Table under Item 10 above and (iv) all current executive officers
and directors of the Company as a group.


<PAGE>

NAME AND ADDRESS              NUMBER OF SHARES      % OF COMMON STOCK (1)
BENEFICIALLY OWNED


Ueli Ernst                          2,223,853          39.03%
C/o UTG Communications
International Inc.
Limmattalstr. 10,
8954 Geroldswil, Switzerland


Medfield Investments S.A              852,912          14.97%
Sonnenbergweg 12
5698 Stetten, Switzerland


Peter Holmes                            2,800           0.05%
C/o UTG Communications
International Inc.
Limmattalstr. 10
8954 Geroldswil


All Officers and
 Directors as a group              2,226,653          39.08%
 (2 persons)

(1) Based on 5,697,759 shares of Common Stock outstanding.



ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

In connection with the arrangement of a loan in the amount of $371,250 to the
Company by Blacksea Investment, an unrelated party to the Company and its
affiliates, Interfinance Investment Co. Ltd. a company controlled by Ueli Ernst,
UTG`s Chairman and Chief Executive Officer, received a commission in the amount
of $18,562.50, which has not been paid yet. The Company believes that such
commission was as fair to the Company from a financial point of view as could
have been obtained from an unaffiliated third party. The amount is included in
the accounts payable to Interfinance that were exchanged into a long term loan
(see Note 6).

The Company leases its principal executive offices from a company where Mr.
Ernst, the Company's Chairman and Chief Executive Officer is a member of the
Board of Directors, for CHF 5,000 (approximately $3,250) per month. The Company
considers such rent to be at arm's length.

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

See Index to Exhibits on page 47-50.

(b)   Reports on Form 8-K

On August 17, 2001, UTG filed a report on Form 8-K, listing Item 4(a) change in
registrants Certifying Accountant.

On September 7, 2001, UTG filed a report on Form 8-K, listing Item 4(a), change
in Registrants Certifying Accountant.

On October 16, 2001, UTG filed a report on Form 8-K, listing Item 2, Acquisition
or Disposition of Assets.

On February 21, 2002, UTG filed a report on Form 8-K, listing Item 2,
Acquisitions or Disposition of Assets.

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


                        UTG COMMUNICATIONS INTERNATIONAL, INC.

                        By: /s/ Ueli Ernst
                         ----------------------------------
                        Ulrich Ernst, Chairman of the Board
                        & Chief Executive Officer

                        Date: July 15, 2002

<PAGE>
                                  EXHIBIT INDEX

Reference is made below to exhibits indicated with the following footnotes which
are incorporated herein by reference thereto:

(1)     Filed with the U.S. Securities and Exchange Commission (the
"Commission") as an exhibit to the Registration Statement on Form SB-2 (No.
333-8305) filed on July 17, 1996 (the "SB-2").

(2)     Filed with the Commission as an exhibit to Amendment No. 1 to the SB-2
filed on August 16, 1996.

(3)     Filed with the Commission as an exhibit to Amendment No. 2 to the SB-2
filed on August 30, 1996.

(4)     Filed with the Commission as an exhibit to the Company's Form 10-QSB for
the quarterly period ended December 31, 1996.

(5)     Filed with the Commission as an exhibit to the Company's Form 10-KSB for
the fiscal year ended March 31, 1997.

(6)     Filed with the Commission as an exhibit to the Company's Form 10-QSB for
the quarterly period ended June 30, 1997.

(7)     Filed with the Commission as an exhibit to the Company's Form 10-QSB for
period ended September 30, 1997.

(8)     Filed with the Commission as an exhibit to the Company's Form 10-KSB for
the fiscal year ended March 31, 1998.

(9)     Filed with the Commission as an exhibit to the Company's Form 10-QSB for
the quarterly period ended September 30, 1998.

(10)     Filed with the Commission as an exhibit to the Company's Form S-3 filed
on February 3, 1999.

(11)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended December 31, 1998.

(12)     Filed with the Commission as an exhibit to the Company's Form 10-KSB
for the fiscal year ended March 31, 1999.

(13)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended June 30, 1999.

(14)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended September 30, 1999.

(15)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended December 31, 1999.

(16)     Filed with the Commission as an exhibit to the Company's Form 10-KSB
for the fiscal year ended March 31, 2000.

(17)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended June 30, 2000.

(18)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended September 30, 2000.

(19)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended December 31, 2000.

(20)     Filed with the Commission as an exhibit to the Company's Form 10-KSB
for the fiscal year ended March 31, 2001.

(21)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended June 30, 2001.

(22)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended September 31, 2001.

(23)     Filed with the Commission as an exhibit to the Company's Form 10-QSB
for the quarterly period ended December 31, 2001.

Filed with the Commission as an exhibit to the Company

<PAGE>

Exhibits indicated with footnote (11) are executive contracts or compensatory
plan arrangements filed pursuant to Part III, Item 2 of Form 10-KSB.

Exhibit No.     Description
-----------     -----------

3.1     Certificate of Incorporation of the Company (1)

3.1(a)     Amendment to Certificate of Incorporation of the Company (2)

3.1(b)     Amendment to Certificate of Incorporation of the Company (3)

3.1(c)     Amendment to Certificate of Incorporation of the Company (8)

3.2     By-laws of the Company (1)

10.1     Stock Purchase Agreement dated April 30, 1996 between Registrant and
Tom Combrinck (2)

10.2     Subscription Agreement dated April 30, 1996 between Registrant and
Interfinance Inv. Co. Ltd. for the purchase of 183,333 shares of Common Stock
(2)

10.3     Subscription Agreement dated April 30, 1996 between Registrant and
Interfinance Inv. Co. Ltd. for the purchase of 2,566,667 shares of Common Stock
(2)

10.4     Promissory Note in the principal amount of $2,799,974, dated April 30
1996, by Interfinance Inv. Co. Ltd. in favor of Registrant (2)

10.5     Security and Pledge Agreement dated April 30, 1996 between Registrant
and Interfinance Inv. Co. Ltd. (2)

10.6     Registration Rights Agreement dated April 30, 1996 between Registrant
and Interfinance Inv. Co. Ltd. (2)

10.7     Agreement dated December 21, 1995 between Registrant and Telemedia
International, together with Assignment dated July 1, 1996 (2)

10.8     Lease beginning April 1, 1996 between Registrant and Guido M. Renggli
(2)

10.9     Management Agreement dated March 14, 1996 between Registrant and
Andreas Popovici (2), (11)

10.10     Management Agreement dated April 4, 1996 between Registrant and Franco
Reinschmidt (2), (11)

10.11     Form of Customer Contract of Registrant (2)

10.12     Subscription Agreement dated August 15, 1996, between
Registrant and Interfinance Inv. Co. Ltd., for the purchase of 400,000 shares of
Common Stock (2)

10.13     Promissory Note in the principal amount of $990,000 dated August 15,
1996 by Interfinance Inv. Co. Ltd, in favor of the Registrant (2)

10.14     Security and Pledge Agreement dated August 15, 1996 between Registrant
and Interfinance Inv. Co. Ltd. (2)

10.15     Subscription Agreement dated as of January 15, 1997 between the
Company and Interfinance Inv. Co. Ltd. (4)

10.16     Subscription Agreement dated as of November 21, 1996 between the
Company and Interfinance Inv. Co. Ltd. (4)

10.17     Joint Instructions of Registrant and Thomas Combrinck and Interfinance
Inv. Co. Ltd. dated January 16, 1997 (5)


<PAGE>

10.18     Consultancy Agreement effective September 1, 1996 between UTG
Communications (Europe) AG and Birand Ltd. (5), (11)

10.19     Share Purchase Agreement among UTG Communications Belgium N.V.,
Messrs. Luc and Tom Van den Bogart and UTG Communications Holding AG. (5)

10.20     Pledge Agreement among UTG Communications Belgium N.V., Messrs. Luc
and Tom Van den Bogart and UTG Communications Holding AG. (5)

10.21     Employment Agreement dated June 30, 1997 between the Registrant and
Keith Rhea (5), (11)

10.22     Cooperation Agreement dated August 6, 1997 between Trafficom and UTG
Hungary (6)

10.23     Consulting Agreement between the Company and Telepath, Ltd. (7),(11)

10.24     Share Purchase Agreement dated December 29, 1997 between Portmann
Trading AG and UTG Communications Holding AG (8)

10.25     Share Purchase Agreement dated between Portmann Trading AG and UTG
Communications Holding AG (8)

10.26     Asset Purchase Agreement dated December 30, 1997 between UTG
Communications (Europe) AG and UTG Communications Holding AG (8)

10.27     Subscription Agreement, dated as of January 25, 1998 by and between
the Registrant and Medfield Investment S.A. ("Medfield") (8)

10.28     Agreement between Medfield and the Registrant, dated May 16, 1998 (8)

10.29     Form of Warrant issued to Medfield (8)

10.30     Registration Rights Agreement, dated as of March 23, 1998 between the
Registrant and Medfield (8)

10.31     Settlement Agreement among Fritz K. Wolff, Birand Ltd., TeleInvest
Ltd. and UTG International, Inc., together with Share Purchase Agreement dated
as of May 31, 1998 among Fritz K. Wolff, TeleInvest Ltd. and Interfinance Inv.
Co. Ltd. (8)

10.32     Loan Agreement, dated August 13, 1998(9)

10.33     Agreement dated September 25, 1998 between Medfield and the Company
(9)

10.34     Interconnection Agreement dated August 21, 1998 between the Company
and Swisscom (9)

10.35     Shareholders Agreement, dated as of November 16, 1998 (10)

10.36     Employment contract with Mr. K. Brenner, dated June 30, 2000

10.37     Employment contract with Mr. U. Ernst, dated June 30, 2000

10.38     Purchase Contract between Reintasan Establishment and UTG
Communications Belgium NV, dated July 5, 1999

10.41     Warrant issued to Blacksea Investment Ltd., dated August 13, 1999

10.42     Warrant issued to Blacksea Investment Ltd., dated August 13, 1999

10.43     Warrant issued to Blacksea Investment Ltd., dated August 13, 1999

<PAGE>
10.44     Warrant issued to Blacksea Investment Ltd., dated August 13, 1999

10.45     Form of Warrant issued to stockholders of record on March 23, 1998

10.47     5,5% Note issued to stockholders of record on April 17, 2001 due June
30, 2004

10.48     5,5% Note issued to stockholders of record on April 17, 2001 due June
30, 2004

10.49     5,5% Note issued to stockholders of record on April 17, 2001 due June
30, 2004

10.49     Form of Warrant issued to stockholders of record on April 17, 2001

10.50     Form of Warrant issued to stockholders of record on April 17, 2001

10.51     Form of Warrant issued to stockholders of record on April 17, 2001

21.1      List of Subsidiaries

23.1      Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

23.2      Consent of BDO International Ltd.

99        Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanef - Oxley Act of 2002-
Ueli Ernst