U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________
                                   Form 10-KSB

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

                       For Fiscal year ended December 31, 2000
                       Commission File Number   1-15261

                          DIGI LINK TECHNOLOGIES, INC.
                        (f/k/a IR Operating Corporation)



               DELAWARE                                    11-2165149
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                      75 LINCOLN HIGHWAY, ISELIN, NJ 08830
               (Address of principal executive offices) (Zip Code)


                                 (732) 906-9060
               (Registrants telephone number, including area code)

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

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                          Common Stock $0.001 par value

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

                                Yes _X__ No _____

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

                                Yes ___ No __X___

     The registrant's revenues for its most recent fiscal year were: $46,140.

     The number of shares  outstanding of the registrant's class of common stock
on March 12, 2001 was 105,391,782 shares.

     The aggregate  market value of voting stock held by  non-affiliates  of the
Registrant was approximately $5,026,839 as of March 12, 2001.

                      Documents Incorporated by Reference:
                              See Index to Exhibits

<PAGE>

                          DIGI LINK TECHNOLOGIES, INC.
                                   FORM 10-KSB
                   For the fiscal year ended December 31, 2000

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                              Page
                                     PART I
<S>           <C>                                                                             <C>
Item 1.       Description of Business                                                           3

Item 2.       Description of Properties                                                        25

Item 3.       Legal Proceeding                                                                 25

Item 4.       Submission of Matters to a Vote of Security Holders                              25

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters                         25

Item 6.       Management's Discussion and Analysis or Plan of Operations                       27

Item 7.       Financial Statements                                                             31

Item 8.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure                                                             31

                                    PART III

Item 9.       Directors, Executive Officers, Promoters, and Control Persons                    31

Item 10.      Executive Compensation                                                           33

Item 11.      Security Ownership of Certain Beneficial Owners and Management                   34

Item 12.      Certain Relationships and Related Transactions                                   35

Item 13.      Exhibits and Reports on Form 8-K                                                 36

Signatures                                                                                     40

Index to Financial Statements                                                                  F-1
</TABLE>
                                        2
<PAGE>

Part I.

     As used in this From  10-KSB,  the terms "we," "us," "our," or the Company,
means Digi Link Technologies when the context otherwise  requires,  and the term
"common stock" refers to our $.001 per value common stock.  Statements contained
herein that are not historical facts are forward-looking statements as that term
is defined  by the  Private  Securities  Litigation  Reform  Act of 1995.  These
forward-looking  statements  contain  words  such as  "intends",  "anticipates,"
"expects,"   "hopes,"   "objectives",    "planned",   "future",    "attainable",
"opportunities",  "growth" and "believes" and include  statements  regarding the
Company's strategy,  expansion efforts,  efforts to obtain funding and equipment
purchase  commitments.  Although  the  Company  believes  that the  expectations
reflected in such forward-looking statements are reasonable, the forward-looking
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ from those  projected.  The Company  cautions readers that any
forward-looking  statements  made by the  Company are not  guarantees  of future
performance  and that  actual  results may differ  materially  from those in the
forward-looking  statements.  Such  risks  and  uncertainties  include,  without
limitation, fluctuations in demand, loss of subscribers and inability to attract
new  subscribers,  the  quality  and price of  similar  or  comparable  wireless
communications services, the existence of well-established  competitors who have
substantially  greater  financial  resources  and  longer  operating  histories,
regulatory  delays or denials,  ability to complete  intended market  roll-outs,
termination  of proposed  transactions,  access to sources of  capital,  adverse
results in pending or threatened litigation, consequences of actions by the FCC,
general  economic  conditions  and the  risks  discussed  under  "Business--Risk
Factors" in this report.

Item 1.   Business.

   (a) Business Development

     The Company,  formerly  known as IR Operating  Corporation,  was originally
named  Atlantic  Medical  Corporation  which was the surviving  corporation of a
Delaware  statutory  merger  with  Rusco  Development  Corporation,  a New  York
corporation,  in January 1972 and the surviving corporation of an acquisition of
Fox Group,  Inc.,  a Delaware  corporation  which took place on March 29,  1999.
Although in the form of a merger,  the Fox  transaction  was, in  substance,  an
acquisition  of  Atlantic  by  Fox  Group.  After  the  merger  with  Fox  Group
Enterprises,  Inc. the  corporation was named I-ROCK  Industries,  Inc. In April
1999, the Company changed its name to IR Operating  Corporation.  On January 31,
2001, Digi Link Technologies,  Inc. merged with IR Operating Corporation with IR
Operating Corporation surviving;  IR Operating Corporation then changed its name
to Digi Link.

     After its acquisition of Fox Group Enterprises  ("Fox Group"),  the Company
conducted  minimal business  operations  except for  organizational  activities.
Prior to the acquisition of Fox Group, the Company had been an inactive company.
It had no material  assets,  no business,  no sales or revenue.  The Company was
seeking  a  merger  partner  that  could  bring  in  substantial  assets  to the
corporation.  The Company acquired Fox Group, Inc. on March 29, 1999. Fox Group,
Inc.  at the time of the  merger had  signed  letters  of intent to acquire  the
technology,  the  patents and certain  assets  that were for  producing  plastic
pallets and other  plastic  profile  shapes,  from  recycled  material,  using a
process known as the I-ROCK Process.  On April 30, 1999, the Company allowed the
letters of intent for the I-ROCK Process to expire because the technology  would
require additional  development  before it could be commercialized.  The patents
were subsequently acquired in September 1999, by the Company.

                                        3
<PAGE>

     On March 1, 2001,  the Company  signed a lease for an existing  plant site,
which was located in Bradley,  IL. The Company  thereafter  negotiated  with the
State of Illinois and the County of Kankakee,  IL, to lease the  equipment  that
was  installed in the leased  plant site and  designed  for the I-ROCK  Process,
which was owned by the state and the county.  The Company  installed  additional
equipment at its plant site and began test runs in late  September  2000. It was
expected  that the  Company  would not  generate  any  revenues  until the first
quarter of 2001. The Company was unable to raise  additional  working capital to
fund the start up of  operations,  and there was no  assurance  that it would be
able to obtain the necessary working capital.  Other than these activities,  the
Company generally was inactive.

     In  December  of 2000 the  Company  decided  to cease  its  efforts  in the
recycling  industry and merge with an ongoing  private  business  engaged in the
technology and communications field.

     On  January  31,  2001 the  Company  merged  under the laws of the State of
Delaware with Digi Link  Technologies,  Inc., a Delaware  Corporation,  with the
Company being the survivor (the "Merger").  The Company then changed its name to
Digi Link Technologies, Inc. ("Digi Link"). The Merger was accomplished pursuant
to the terms of an Agreement And Plan of Reorganization  dated December 27, 2000
(the  "Agreement"),  by and between the Company and Digi Link.  The terms of the
Agreement  reflected the arm's-length  negotiations among the parties.  Peter J.
Jegou was named as a director  of the  Company  immediately  prior to the merger
date.  The officers and  directors of the  Company,  except for Mr.  Jegou,  who
resigned on January 31, 2001, who replaced Leonard Berg. Although in the form of
a merger,  the Digi Link  transaction  was, in substance,  an  acquisition of IR
Operating Corporation by Digi Link Technologies, Inc.

     Pursuant to the terms of the  Purchase  Agreement,  each share of Digi Link
was exchanged for one share of the Company. There were approximately  98,462,500
shares of Digi Link issued and outstanding at the time of the Merger. There were
approximately 5,217,428 shares of the Company issued and outstanding at the time
of the Merger.

     On January 31, 2001, in consideration  of Murray Fox's  transferring to the
company 825,000 shares of the Company's stock and Murray Fox's assumption of all
liability  relating to the  recycling  assets  including  but not limited to the
plant and equipment leases, the Company  transferred all of the recycling assets
to Mr. Fox.

     Since the effective  date of the Merger,  January 31, 2001, the Company has
engaged  on a  limited  basis  in  the  ownership,  development,  operation  and
management of 220 MHz analog Special Mobile Radio (SMR) wireless  communications
services.

                                        4
<PAGE>

   (b) Business of Issuer.

     Until  January 31,  2001,  The Company  generally  had been  inactive.  The
Company had been previously  seeking to acquire suitable business  opportunities
or technologies  within the recycling field.  During the quarter ended September
30, 1999, the Company acquired  ownership of two patents through the acquisition
of a debt owed by the former owner of the patents,  and then  foreclosing on the
debt,  for a  process  known  as the  I-ROCK  Process.  This  process  is a cold
extrusion  process for converting  waste plastic into profile shapes that can be
used for a  variety  of  applications.  The  Company  had  signed a lease for an
existing plant site which is located in Bradley, Illinois and the equipment that
is installed in the leased plant site and designed for the I-ROCK Process, which
is owned by the state and the county.

     After it acquired the patent rights for the I-ROCK Process, the Company has
agreed to license  the  technology  to a company in New  Jersey.  The New Jersey
company was granted the right to  manufacture  products using the I-ROCK Process
technology.  The  Company  was to  receive  future  compensation  in the form of
license  payments,  commencing  when the licensee  reaches  certain  performance
levels,  and royalty  payments based on sales volume.  The  transaction  was not
consummated.

     On January 31, 2001, the Company merged with Digi Link  Technologies,  Inc.
The Company was the surviving  entity of the merger and changed its name to Digi
Link  Technologies,  Inc. Shortly after the merger,  the Company sold all of its
assets  relating to the  recycling  business to a former  Director  and Officer,
Murray Fox in consideration  for 825,000 shares of the Common Stock owned by Mr.
Fox and Mr. Fox's acceptance of all debt associated with the recycling business.
Mr. Fox did not participate in the Directors' vote to sell those assets.

     The original  Digi Link  Technologies,  Inc. was a subsidiary  of Greenleaf
Technologies  Corporation  whose  shares are quoted on the OTC Pink Sheets under
the symbol GLFC, and was the surviving  corporation  and successor of the merger
of  Future  Com  South  Florida,  Inc.  a  Delaware  corporation  and Digi  Link
Technologies,  Inc., formerly known as Dotcom.Com, a Delaware corporation.  Digi
Link was engaged in the  development,  operation  and  management of 220-222 MHz
Specialized  Mobile Radio (SMR) systems which provided analog wireless  business
communications services. Digi Link Technologies, Inc., at the time of the Merger
had  approximately   one  hundred  (100)  channels,   which  were  comprised  of
constructed  systems  and  licenses  as well as  unconstructed  facilities  with
license  authorizations.  Following the Merger,  Digi Link has continued to be a
subsidiary of Greenleaf.

                                        5
<PAGE>

     The Company is  currently  engaged on a limited  basis in the  acquisition,
development,  ownership,  operation and  management  of 220 MHz analog  wireless
communications  services and a satellite license.  The Company's current primary
objective is to expand our existing  coverage areas by purchasing select 220 MHz
SMR  licenses in  synergistic  geographic  regions  (which in many,  if not most
instances, will have minimal, if any, subscribers) ("Systems"),  in exchange for
our securities and, to a lesser extent, if available, for cash, and to engage in
sales and marketing  efforts to attract  additional  subscribers to,  initially,
certain of such Systems.

     In  March,  2001 Digi  Link  completed  its  acquisition  of the  assets of
Advanced  Business  Communications  L.L.C.  ("ABC") for shares of its restricted
common stock,  subject to FCC consent  which upon filing of standard  assignment
applications is routinely  expected..  The acquired assets included  forty-eight
(48) 220 MHz SMR licenses, all associated infrastructure,  including its network
operations  center ("NOC") and customer  base,  which includes such customers as
Boston Coach, Boston Gas, Fidelity Investments, Transportation Logistics.

     Most systems  constructed under these licenses have already been integrated
into Digi Link's INTELLICOMM(R) network. We believe the network is the first and
largest  real-time,  wide-area 220 MHz  communications  network in the world. It
currently  covers portions of ten (10) states and many of the transit  corridors
in between,  from its NOC beneath the Prudential  Center in Boston,  MA. Because
the network platform is frequency  transparent and protocol agile, Digi Link can
support  the  integration  of new and legacy  systems to provide  the ability to
operate  between  systems  using  different  frequency  bands  and/or  operating
protocols that is transparent to those using them.

     In acquiring  these licenses,  Digi Link extended,  subject to FCC consent,
its authority to construct and to operate  network systems  throughout  three of
the  six  FCC  regions  making  up  the  United  States.   These  include  EAG-1
(Northeast),  EAG-2  (Mid-Atlantic)  and EAG-4 (Great Lakes) regions.  With this
latest acquisition,  Digi Link will be able to reach approximately  one-third of
the United States landmass and a population of approximately 130,000,000.

     Prior to this latest acquisition, Digi Link's assets, owned and or managed,
included  another  twenty (20) Phase I and Phase II 220 MHz SMR licenses  and/or
authorizations and a nationwide,  Ku-band satellite earth station license it can
use to expand  the INTELLICOMM(R) network  and to  provide  additional  enhanced
service offerings. Some of these  licenses/authorizations  are under contract to
be acquired,  and/or  assignment  applications are pending before the FCC, which
FCC  consent is  expected  in routine  fashion.  Key  locations  across the U.S.
currently include Albany (New York), New York City, Boston, Dallas, Chicago, Los
Angeles, Jacksonville (Florida) and New Orleans, among others.

                                        6
<PAGE>

     Simultaneous  with its  acquisition  of ABC,  Digi Link secured third party
financing which is projected to cover all costs  associated with the maintenance
and operation of both these newly acquired systems and those it already owned or
operated.  The financing was in the form of a cash payment  payable  monthly for
equipment,  rental of towers  and  maintenance  of the  system  estimated  to be
between $50,000 to $70,000 per month. As  consideration  for the financing,  the
Company issued 2,800,000 shares of restricted  common stock valued at one dollar
($1.00) per share.

     Digi Link plans to continue the expansion of its network  coverage  through
its strategy of acquiring  partners or via joint  ventures  with  strategic  SMR
operators  throughout the country.  The Company will focus on providing coverage
not  merely  in urban  areas,  but  throughout  rural  corridors  as well  while
simultaneously  implementing a level of connectivity between the network and the
critical data or resources its users may require  without regard to the location
of either. Ultimately, this will include access to corporate databases,  e-mail,
e-payment  services,  Internet data,  location data,  Automatic Vehicle Location
(AVL) and the public switched telephone network (PSTN).

     Digi Link believes its posture as a wireless carrier and systems integrator
will allow it to  provide  network  subscribers  with  cost-effective,  flexible
solutions to their  communication  and connectivity  requirements in conjunction
with other  value-added  services such as long  distance,  voice mail,  billing,
internet data transmission and remote meter reading.

     Management  believes  that its  satellite  license  will allow Digi Link to
offer a cost  effective  satellite  and software  technology  enabling  seamless
communications throughout North and South America while providing long distance,
voice mail,  delivering  Internet data transmission as well as other value added
sources. We anticipate that with the satellite license, we will be able to offer
services where local dial tone is not available or is not reasonably  priced. In
connection with the satellite license, Digi Link anticipates being able to offer
its services at a cost below existing  cellular and PCS. These lower costs could
be  developed  into  provisions  for rural  telephony  services as well as other
potential services to the mobile community.  These services could also enable us
to enter into a long  distance  reseller  market  and in turn offer  competitive
rates to a captive market segment. We also plan to attempt to extend the service
into  networking of utility  company,  law  enforcement  and  emergency  service
frequencies,  enabling wide area networks and making interagency  communications
and meter monitoring communications possible.

     Each of the systems under the Company's management is subject to a five (5)
year  management  agreement  for the 220 MHz  SMR  licensee  pertaining  to such
system.  Pursuant to such  management  agreements,  we are  responsible  for the
day-to-day operations of such systems, subject to the supervision of the license
holders.  This  responsibility  includes,  among other  things,  developing  and
implementing a marketing program (see "Sales and Marketing"),  arranging for the
maintenance of the particular  system and for the provision of repairs as may be
necessary,  arranging for the billing and  collection of all fees and paying for
all expenses.  Billing and repairs are initially  being effected as needed by us
on a sub-contract  basis with an unaffiliated  third party with such services to
later be performed  "in-house".  The agreements  generally provide for a monthly
management  fee in a fixed amount of $800.00  (after  costs,  which,  generally,
include all reasonable  operating costs directly related to the operation of the
particular  system),  as well as a monthly  equipment lease fee of approximately
$800.00.  The terms of each of the agreements  provide that payment of such fees
is deferred  until the earlier of closing on the  acquisition of the license and
related assets, or termination of the agreement. As discussed below, the FCC has
approved/consented  to three (3) FCC license  transfers to Digi Link El Paso, TX
and New Orleans, LA. license assignments as of September 3, 2000. The others are
pending before the FCC and are expected to be granted in routine fashion.

                                        7
<PAGE>

     Such agreements further provide, in summary, for cancellation (a) by either
party in the event of the other party's  failure to cure any breach or violation
of the terms of the agreement within 90 days after the breaching party's written
receipt thereof;  (b) automatically upon  approval/consent  to assignment by the
FCC of the  license  holder's  license  to us and  the  closing  with  us on the
acquisition  of such license and related  assets;  or (c)  otherwise as mutually
agreed to by the parties in writing. Any additional  management  agreements that
we may later enter into,  either in anticipation  of acquiring  select assets of
such systems for itself, or in managing systems for others will be negotiated on
a case by case  basis as to terms and  amount of  payment  and are  expected  to
otherwise have generally comparable terms and conditions.

     Concurrent  with the execution of such  management  agreements,  we entered
into asset purchase agreements to acquire certain assets comprising each of such
systems (i.e., tower site equipment, 220 MHz SMR license,  leasehold interest in
tower site), valued at approximately  $375,000 per system (based upon valuations
currently  being  utilized  by several  220 MHz  owner/operators  for like asset
acquisitions  comprising  operating  220  MHz  SMR  systems  with  little  or no
subscriber   base).  The  terms  of  such  agreements   generally   provide  for
consideration via issuance of the Company's  restricted common stock.  There was
no prior relationship between us or any of our affiliates and the owners of such
licenses and assets.  The closing of each of such agreements is subject to prior
FCC  approval  of the  assignment  of the 220 MHz  licenses  pertaining  to each
particular  system.  While we anticipate the FCC will routinely  consent/approve
the transfer of all of such licenses, in view of the normal and customary nature
of such  transactions and the FCC haven't approved of six such license transfers
in routine  fashion,  no assurances  are given that the FCC will in fact approve
all of such  transfers.  Should the FCC not approve the  transfer of any of such
licenses  for  whatever  reason(s),  we are of the  view  that  this  would  not
adversely effect our operations in view of the management  agreements  described
above.

    1.  Physical Facilities - assets are to be acquired consisting  primarily of
        transmission    equipment,    tower    lease    and    220    MHz    FCC
        licenses/authorizations.

    2.  Employee Base - there is no employee base pertaining to any of such nine
        (9) systems.

    3.  Distribution System - no distribution systems are being acquired.

    4.  Sales  Force - no sales  force is being  acquired in any of the nine (9)
        acquisitions.

                                        8
<PAGE>

    5.  Customer  Base - eight (8) of the systems to be acquired do not have any
        customers. One system has minimal customers.

    6.  Operation Rights - FCC licenses to be acquired in these transactions are
        subject to prior FCC  consent/approval,  which is routinely expected and
        which  approval  has not been  denied  with  respect  to any  assignment
        applications previously field by the Company.

    7.  Production Techniques - none are being acquired.

    8.  Trade Names - none are being acquired.

     Like many of the  competitors  within the 220 MHz SMR  industry  who having
concentrated  their efforts  initially on construction of 220 MHz SMR systems in
advance of FCC construction  deadlines,  we have only recently  commenced or are
only now commencing  marketing efforts to "load" the systems (see "Regulation").
We plan to soon  commence  efforts  to  obtain  subscribers.  The  extent of our
marketing  efforts will be determined by the amount of funding we obtain,  as to
which no assurances  are given.  Further,  no  assurances  can be given that our
marketing efforts will otherwise prove successful.

     The  FCC  has  approved  the  assignment  of  license  applications  to our
predecessor,  Future  Com,  for the El  Paso,  Charlotte,  and New  Orleans  SMR
licenses and the Starlink (Satellite) earth station. These assignments have been
closed upon.  The FCC has also approved  applications  for the assignment of the
licenses to the  entities  from whom we acquired  the  licenses  with respect to
Charlotte and Raleigh,  which will be closed once companion license applications
to the Company.

     Once the  foregoing  assignments  are closed,  as to which the precise date
cannot be  predicted  because of the recent  merger of Future Com into Digi Link
and of Digi Link into the Company, we may be required to file further assignment
applications.  As we believe the Merger does not represent any effective  change
in control in that  Greenleaf  was and is the  controlling  shareholder  of both
Future  Com and  Digi  Link,  we do not  currently  anticipate  any  significant
obstacles to FCC consent/approval to either pro forma transfers,  or assignments
to us; however, there can be no assurance.

     Management  believes  that the  aggregate  fair  market  value for the nine
systems and the Earth Station Satellite  Licenses  currently under management is
approximately  $5,000,000.  The purchase  price for each  individual  system was
arrived at through arms-length  negotiations.  In determining the purchase price
for each such system,  considerations  included the valuations  currently  being
utilized by several 220 MHz SMR  owners/operators for similar asset acquisitions
comprising  220 MHz SMR systems with little or no subscriber  base.  Cost of the
systems  to the  sellers  was not  considered  to be a  relevant  factor  in the
determination  of the purchase price of any such systems  because such factor is
not generally considered relevant by industry  participants in effecting similar
asset acquisitions.

                                        9
<PAGE>

     At the  current  time,  only  nominal  subscriber  fee  revenues  are being
generated  from systems  under our control or being  managed by us, and no other
revenues are currently being generated from any other source. We are, therefore,
materially  dependent  upon the proceeds of future  private  placements or other
financings  to commence  meaningful  marketing  efforts and for working  capital
purposes.  To the extent we may be successful in our  marketing  efforts,  as to
which no  assurances  are given,  we believe we will  derive  revenues  from our
currently  managed  systems as well as those we may later own  and/or  manage in
connection  with the  acquisition  of select  assets  primarily  from access and
airtime  charges  for SMR  system  usage,  sales and  leasing  of  communication
equipment,  management  fees  and to a lesser  extent,  construction  and  other
miscellaneous services.

     Notwithstanding any such revenues,  we anticipate that we will incur losses
and generate  negative cash flow for at least the next twelve  months  following
the termination of this offering  regardless of the amount of proceeds which may
be received.

     The extent of our marketing  efforts will be materially  dependent upon the
amount of proceeds that may be received by us pursuant to  investments  into the
Company,  as to which no assurances are given.  In the first few years of an SMR
radio business there is normally a pre-tax loss while  subscribers  are added to
the systems.  After a break-even point, which management estimates to be in year
2005, the business is expected to grow rapidly into a significant revenue stream
business  with  substantial  cash flows from year 2006 and beyond.  However,  no
assurances  can be given as to the  success of such  marketing  efforts,  or the
amount of or any sustained level of revenue/profit,  regardless of the amount of
proceeds, if any, which may be received by the Company as investments.  Further,
there can be no assurance whether we will successfully integrate selected assets
that we may  acquire,  if any,  into  our  then  current  operations,  or of our
systems' management capabilities.

     Management  believes that due to advances in SMR  technology and equipment,
including the availability of value-added features (i.e., flat rate billing, the
ability to communicate  one-to-many,  many-to-one,  and one-to-one,  as desired,
public telephone interconnection service, roaming capability), together with the
lower monthly  subscriber costs generally  associated with SMR usage as compared
to  cellular  telephone  and other  wireless  communications  services,  a broad
spectrum of potential end-users may find our services advantageous and desirable
and result in fee-based subscribership and their becoming long-term customers.

     Management  believes  it will  derive  revenues  primarily  from access and
airtime  charges  for SMR system  usage,  sale,  and  leasing  of  communication
equipment,   management,  and  to  a  lesser  extent,   construction  and  other
miscellaneous  services.  Although SMR operators can offer services to virtually
any customer,  we anticipate that our subscribers will be primarily  businesses.
We also believe that by expanding our  geographic  "footprint"  within a region,
our services will become more valuable to our subscribers  and that,  therefore,
the assets we intend to purchase  will become  more  valuable on a  consolidated
basis than they are individually. No assurances can be given that we are correct
in our belief that others will find our services  advantageous  and desirable or
that we will  generate  any  meaningful  fee based  subscribership  or sustained
revenues.

                                       10
<PAGE>

Overview of SMR Industry

     Traditionally,  the SMR  industry  has serviced  businesses  that  required
two-way radio communications with field personnel.  Historically,  SMR operators
have not been able to provide mobile telephone  service that is competitive with
cellular service because of factors  affecting SMR capacity and transmission and
reception quality.

     Trunked radio  technology  has improved SMR analog  service by allowing for
more privacy, channel capacity, and spectrum efficiency.  Interconnection to the
Public Switched Telephone Network ("PSTN") and to other commercial trunked radio
systems allows for the expansion of analog services by broadening  coverage area
and  increasing  the number of possible  end users.  The ability to transmit and
store various forms of data has also been enhanced and has diversified the types
of services these systems can provide.

     With  such  advances  in  technology   and  equipment,   including   mobile
cellular-like  hand-held phones, and changes in FCC regulations,  we believe SMR
providers can now offer the  convenience  of  cellular-like  telephones and data
services in addition to the value of radio dispatch.  Further, SMR is capable of
offering  features that cellular service does not. For example,  services may be
billed at a flat rate  regardless  of a vehicle's  position  within a geographic
market or  service  area;  SMR can also  provide  one-to-many,  many-to-one  and
one-to-one  communication,  and the ability to effect  conference calls with the
touch of a button.  These features provide an opportunity for potential customer
cost savings.

     With the introduction of more sophisticated  technology and the development
of  enhanced  and  diversified  services,  a broader  spectrum  of end users now
exists, including but not limited to: services industry, construction,  trucking
industry,  sales,  health  services,  agriculture,  utility  companies,  courier
services,  railways, airport authorities, bus companies,  petroleum,  government
agencies,  plumbing  and  electrical  contractors,  among other  industries/user
segments.

Industry Growth; Recent Developments

     The SMR industry has undergone  significant  changes in recent years due to
the  digitalization  of the current 800 MHz communication  infrastructure.  This
switch to digital  underscores a fundamental shift in the business philosophy of
the  largest   business   analog   communication   providers,   such  as  Nextel
Communications,  Inc.,  whose  decision  to provide  digital  SMR service to its
current  customer base has led to a substantial  increase in monthly  subscriber
fees.  This increase in the cost of monthly  service is due in large part to the
enormous   expense   associated  with   digitizing  an  existing   communication
infrastructure. These higher costs have frustrated the marketplace in many ways.
One of those  frustrations  has been the higher  costs  without an  increase  in
quality,  as was  supposed  to be the  case.  One of the other  benefits  to the
consumer was to have been improved voice  transmission  quality.  Unfortunately,
that has not been the case and, in fact, the opposite has occurred.  The rush to
digitize has left the business  communication's  industry with what we (see also
"Competition") believe to be a niche opportunity; the desire on the part of many
current as well as potential SMR users to continue to be offered low cost analog
service with their choice of value-added  features (i.e., flat rate billing, the
ability to communicate  one-to-many;  many-to-one and one-to-one  communication,
public telephone interconnect service, roaming capability) as may be desired.

                                       11
<PAGE>

     While  certain  industry  analysts,  as  reported  by The  Strategis  Group
(formerly MTA-EMCI), a well-recognized  telecommunications industry research and
analysis firm, believe that digital SMR systems will account for much of the new
SMR industry  growth during the next five years,  such analysts also state their
belief that the growth of new  subscribers  utilizing  220 MHz SMR analog radios
will begin to offset the decline in 800 MHz SMR analog subscribers.

     The Strategis  Group, in its publication "The State of SMR & Digital Mobile
Radio:  1999" (the  "Report")  states  that its  analysis  reveals  that the SMR
industry  added  approximately  two hundred and ten thousand  (210,000)  digital
subscribers and eighty thousand (80,000) analog subscribers in 1998. This growth
is due to  Nextel's  digitization  of the 800 MHz SMR band.  In order to achieve
this growth,  Nextel is ceasing service to a large number of analog  customers -
making industry-wide analog growth negative.  However,  this trend is misleading
because many analog  operators are continuing to grow their subscriber base at a
rate of 7%. The Report stated that many of these operators are capturing  former
Nextel customers who have been forced to relocate.

     Among  the  reasons  cited  for this  limited  growth  rate was the lack of
consolidation  among the 220 MHz SMR service  providers to take advantage of the
current market niche  opportunities  made available by Nextel's  switch to a new
technology.  According to the Report,  if the analog  capacity was  available to
accommodate  those  "displaced"  subscribers,   a  significant  number  of  such
subscribers could be acquired.

Current and Planned Operations

     A typical  220 MHz analog SMR system  such as we operate or plan to acquire
consists of multiple channels,  one or more centrally  located,  high-power base
station transmitters,  one or more antennas and other radio equipment. Each such
system receives  transmissions from a user's mobile radio and either routes such
transmissions  through the public  telephone lines or retransmits the signals to
other SMR radios.  In addition,  the system  transmits  communications  from the
public  telephone lines to a user's mobile radio. As with our existing  systems,
the systems we intend to acquire will be "trunked"  radio systems which maximize
the number of users that can be supported.  The  efficiency  of trunked  systems
generally   increases  as  additional  channels  are  added  to  the  system.  A
multiple-channel  trunked system automatically  searches for an open channel for
each  transmission.  The "search"  capability allows more users to be served per
radio channel,  because the probability that all channels in a large system will
be used at one time is lower than the probability  that a single channel will be
used.  Once  the  system  automatically  assigns  the user a  channel,  no other
subscriber can access that channel or eavesdrop on the user's communications for
the duration of that communication.

                                       12
<PAGE>

     A mobile user may initiate either mobile  telephone calls or dispatch calls
from their mobile  equipment,  depending on the equipment  and service  packages
chosen. For telephone  interconnect users, we provide service through the public
switched telephone network ("PSTN").  This service is similar to cellular mobile
telephone service in its ability to make or receive a call anywhere in the world
while a subscriber is in his or her service area.

     On our SMR systems, we intend to offer the following services:

     Dispatch:  Dispatch is a two-way wireless  communication  service for which
the  subscriber  uses a small,  uniquely coded radio receiver for business users
who have a need to communicate  between a central  dispatch point and/or "in the
field"  personnel,  but do not  require  access  to the PSTN.  Users can  choose
whether a message  will be  received  by a group or only  selected  individuals.
Users  of  radio  dispatch  services  typically  include  contractors,   service
companies and delivery  services that have significant field operations and need
to provide their  personnel  with the ability to  communicate  directly with one
another, or the central office, either on a one-to-one or one-to-many basis.

     Network  Dispatch:  Wide-area two-way dispatch radio service that offers an
individual  the ability to  communicate  to a work group or fleet  using  simple
push-to-talk  release-to-listen  communications  on multiple systems at the same
time.

     Data: The ability to transmit and receive mobile or fixed data at speeds up
to 9600 bps. This could be simple one or two-way text messaging or advanced AVL.

     The Company plans to offer flexible  services  packages and  configurations
customized  to fit its  subscribers'  needs and  location  within the  Company's
planned geographic  "footprint" including the systems that the Company currently
owns and others which it may later acquire. For example, a basic service package
might allow a subscriber to choose dispatch services, one-to-many,  many-to-one,
and one-to-one communications, as desired, dashboard mounted mobile radios an/or
portable  hand-held  radios as well as access to one or more systems  within the
Company's  "footprint".  The typical  coverage area for one of the Company's 220
MHz SMR  systems is a radius of  approximately  thirty  (30) to forty (40) miles
from its base station  transmitter,  depending on the terrain. A subscriber will
be able to choose  access to those  systems  in and  around  its  location  that
matches  its  business  needs.  Access to  additional  systems  beyond the basic
package may be obtained from the Company at  additional  cost and on a permanent
or  temporary  basis.  A  subscriber  is able to travel from system to system by
manually switching between systems on the radio.

     While the radio and tower site  equipment  comprising  the Systems that the
Company plans to acquire are  generally  capable of providing  public  telephone
interconnect  service,  the  Company  does not plan to offer such  service as it
causes  excessive  utilization  of  channel  capacity  which may  result in busy
signals for other users of the particular system.

                                       13
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Business Strategy

     Our current and near-term  strategy with respect to the 220 MHz industry is
to focus on the "basic user" segment of the SMR marketplace.  We believe,  based
upon industry  publications (See  "Competition") that users of basic land mobile
radio  services  are being left  behind  through the rush by many  operators  to
digitize 800 MHz systems. As 800 MHz systems throughout the U.S. become "loaded"
with  subscribers,  we  believe  customers  will begin to  "migrate"  to 220 MHz
systems during the next several years.  Our current  marketing plan calls for us
to offer 220 MHz SMR basic services (i.e., dispatch and interconnected services)
within the markets that we now or may later serve as an "off-load  platform" for
current  dispatch  users on 800 MHz  systems,  who may  either be  pressured  to
convert to digital  mode (which means  buying  expensive  new radios with higher
monthly service charges) or be forced to tolerate the poor quality service which
will  result from  operating  in an analog  mode on a digital  system.  Although
traditional dispatch service has grown at a steady rate of approximately 140,000
subscribers per year, based upon published industry reports, continued growth in
the dispatch market has been somewhat constrained by the limited availability of
800 MHz and 900 MHz frequencies in major markets. Moreover, the focus by 800 MHz
and 900 MHz operators on wide-area  digital  systems are leading to higher costs
for the  traditional  dispatch  users  remaining on such systems.  The extent to
which we may be  successful  in such  strategy  will depend upon  whether we are
correct in our beliefs,  the extent to which there will be market  acceptance of
our products and services and the success of our sales and marketing efforts, of
which no assurances are given.

     In order to increase  revenues  beyond that which may  otherwise be derived
from our current service areas, our current  operational plan provides for us to
expand our existing  coverage area by purchasing  select  assets,  including SMR
licenses and related equipment,  in metropolitan areas of the United States that
provide a "strategic  fit with our current and intended  SMR  operations.  Asset
acquisition  candidates will generally have the following  characteristics:  (i)
location in or adjacent to our  "footprint" or  geographical  locations in which
our systems provide coverage; (ii) potential ability to increase market share in
our  "footprint"  or  expand  our  "footprint"  so as to  provide  for  expanded
coverage;  and (iii)  potential  to  enhance  average  revenues  per  subscriber
enabling us to offer more  comprehensive  services.  Any such asset acquisitions
are  anticipated to be made, if at all, with our  securities  and/or to a lesser
extent, for cash if available.

     In this  regard,  we may  enter  into  option  agreements  on  terms  to be
negotiated  to acquire  select  assets of other 220 MHz system  owner/operators,
which may include 220 MHz SMR licenses.  The FCC requires that the licensee of a
220 MHz SMR license must maintain  "substantial  and ultimate  control" over the
license  itself.  In the event we may desire to acquire  an SMR  license  from a
holder  thereof and  initially  obtain an option to acquire such license  rather
than purchase such license outright, the license holder thereof may, in our sole
discretion,  and  until  such  time  as we may  exercise  such  option,  fail to
cooperate with us concerning our intended usage thereof (i.e., such as to expand
our  networking or roaming  capabilities).  Our ability to expand our operations
and provide for further  geographical  coverage to our  systems'  users could be
adversely  effected in instances  where licenses may be acquired in this manner.
There are no preliminary  agreements or understandings  between us and any other
parties with respect to any of such matters.

                                       14
<PAGE>

     Management may seek to obtain outside  independent  professionals to assist
in assessing the merits and risks of any proposed asset  acquisitions as well as
to consult in other areas such as marketing and sales, equipment considerations,
etc.  Management has not yet  established the criteria that will be used to hire
independent consultants regarding their experience, the services to be provided,
the term of  service,  etc.  Our  officers  and  directors  have not in the past
utilized any particular consultants or advisors on a regular basis.

     We do not plan to pay any finders' fees or other  compensation to officers,
directors,  promoters or their  affiliates or associates  from revenues or other
funds, or by the issuance of securities.

Products and Services

     We  intend  to offer  flexible  SMR  service  packages  and  configurations
customized  to fit our  subscribers'  needs and location  within our  geographic
"footprint" as it currently exists and may later develop.  For example,  a basic
SMR package might allow a subscriber to choose dispatch, and/or public telephone
interconnect services,  one-to-many,  many-to-one, and one-to-one communication,
as desired,  dashboard  mounted mobile radios an/or portable  handheld radios as
well as  access to one or more  systems  within  our  "footprint".  The  typical
coverage  area for one of our SMR  systems  is a radius of 30-50  miles from our
base station  transmitter,  depending on the  terrain.  A subscriber  is able to
choose  access to those  systems in and around our location  that matches  their
business  needs.  Access to additional  systems  beyond the basic package may be
obtained from us at  additional  cost and on a permanent or temporary  basis.  A
subscriber can travel from system to system by manually switching systems on the
radio.

Sales and Marketing

     Our   business   strategy   includes   offering   our  SMR  services  as  a
cost-effective  alternative to cellular mobile  telephone  service as SMR mobile
dispatch  service is generally more economical for high-volume  mobile telephone
users. Based upon industry sources, the approximate average monthly cost for 220
MHz SMR service per radio (after  purchase or lease of radio)  ranges from a low
of approximately  $15 per month to approximately  $50 per month,  depending upon
the type of service provided (i.e., single tower site dispatch coverage, roaming
amongst several tower sites, public telephone  interconnect service and level of
usage or some variation of the foregoing).

     The core  service  provided by SMR carriers is dispatch  service.  End user
customers are individuals who need to communicate  from the road but do not want
to  incur  the  huge  expense  of a  cellular  phone  bill.  SMR  represents  an
inexpensive,  but efficient,  medium to communicate  for  individuals  who don't
require the features that  digitalization  of the current 800 MHz systems offer.
Typically,  these individuals work in industries where land  transportation is a
factor.  These industries include farming,  transportation,  public safety, real
estate,  insurance and any business that requires radio communication with field
personnel.  In addition,  potential customers include any individual who desires
basic dispatch service and possibly interconnect services.

                                       15
<PAGE>

     Our current  marketing plan provides for us to target our marketing efforts
to businesses and individual  users with regional  vehicle travel  patterns.  In
addition,  we will focus on  dispatch  users  with a need for  mobile  telephone
service and companies using or considering  private radio systems.  Finally,  we
will target  individuals who are potential  high-use mobile telephone  customers
from  both  the  business  and mass  consumer  retail  market.  We plan to offer
customized service packages to attract subscribers, including access to multiple
SMR systems within our "footprint," various pricing  alternatives,  and customer
conveniences such as consolidated invoices and billing for airtime charges.

     We plan to market our  products  and services  through  indirect  sales and
marketing efforts through dealers in all areas of the U.S. where our systems are
located.  Dealers typically sell radios for many different SMR service providers
and do not typically represent such providers on an exclusive basis in any given
market due to the competitive  array of  communications  products  available and
their desire to service any and all customers. As is the case with virtually all
other SMR operators,  we do not plan to have any exclusive arrangements with any
dealers.  Typically, we will have minimal contact with a potential customer with
whom a dealer  may be in  contact  until  such time as the  dealer may close the
transaction  with such end user. At or about such time,  the dealer will contact
us to arrange for ID numbers for the  customer  and  forwarding  of the customer
profile to us. After  programming and installation of the customers'  equipment,
which is the  responsibility  of the  dealer,  service  will be  initiated  with
monthly billing from us to follow.  Dealer  agreements are expected to generally
provide for a one-time  commission of  approximately  seventy-five  ($75) to one
hundred fifty dollars ($150) per radio share sold,  depending  upon  competitive
and market variables.  We believe,  based upon management's knowledge of the SMR
industry  that  our  presently  anticipated  commission  structure  for  dealers
generally  compares  favorably  to  commission  structures  offered by other SMR
service  providers.  Other SMR  service  providers  may,  in  certain  instances
depending  upon a  particular  market,  offer a  greater  or  lesser  commission
structure for a fixed time period in order to encourage dealer loading.

     We have not as of yet commenced any sales and marketing efforts.

Competition

     We are currently  aware of three major  owner/operators  in the 220 MHz SMR
industry,  each of  which we  believe,  based  upon  informal  discussions  with
industry  trade  association  personnel,  have  between  2,000  and  5,000  paid
subscribers,  and  substantially  greater  financial and other resources than we
have. These owner/operators currently concentrate their operations in regions of
the U.S. other than where we presently plan to operate.

                                       16
<PAGE>

     No assurances are given that any of such 220 MHz SMR operators, or possibly
others having  significantly  greater financial and other resources than us will
not conduct operations and compete with us in areas in which we currently intend
to or may later operate.  Such competition could materially and adversely affect
the results of our  operations.  We are otherwise  aware of numerous  individual
"mom and pop" 220 MHz system operators which produce minimal,  if any, revenues,
and a substantially  lesser number of operators who may have up to approximately
100  fee-paying  subscribers on their systems in areas where we do not presently
operate.

     The greater financial resources of cellular  telephone,  as well as 800 MHz
service providers,  currently permit such entities to offer creative pricing and
incentive  packages which we cannot presently offer and may not be able to offer
in the future.  Improvements  in technology may adversely  impact the demand for
our  services,  which  could  adversely  affect our  operations.  Other modes of
wireless communications such as cellular,  specialized mobile radio (800 and 900
MHz), personal communications systems ("PCS") and one-way paging are examples of
current competing  technologies.  While we believe,  due to the increasing costs
for such services  compared to the  relatively  low cost of 220 MHz SMR service,
that 220 MHz SMR service may be ideal for radio dispatch  subscribers as well as
other potential end-users, no assurances can be given that we are correct in our
belief, or that we will successfully compete.

     Our SMR  operations  must  also  compete  with  cellular  mobile  telephone
operators,  other  traditional SMR operators,  and other wireless  communication
providers, many with substantially greater financial,  management, and marketing
resources than we.

     The key factors  relevant  to  competition  by an operator in the  wireless
communication  industry  are the size of  coverage  area;  the  pricing  of each
service;   the  quality  of  the   communications   (e.g.,   clarity,   lack  of
interference);  the reliability and  availability of the service (e.g.,  waiting
time for a "clear  channel";  absence of busy signals,  absence of  transmission
"disconnects" or failures; and the price to the subscriber.

     In the fast-paced world of mobile communications, the competitive landscape
is  constantly  changing.  The  need for  spectrum,  depending  on the  backbone
technology standard utilized,  is however,  the one apparent constant.  With the
arrival of new  technologies  and new  applications,  companies can expand their
current  services  and  provide  new  enhanced  services.   In  spite  of  these
developments,  the communications needs of some customers will not change, while
other  customers  will  adapt  their  work  styles  to take  advantage  of these
advancements.

     While  no  assurances  are  given,  we  believe  that  the   communications
requirements of dispatch users are not likely to change dramatically in the near
future.   Dispatch  users  essentially  require  low  cost   point-to-multipoint
communications  ability.  Data  applications,  portability,  and the  ability to
interconnect  with the telephone  system may appeal to some dispatch users,  but
not others.  The availability of cellular-like  enhanced SMR services in 800 MHz
systems will appeal to some dispatch users,  while alienating  others. For these
latter users,  cellular-like SMR service is often viewed as less  time-effective
since users must dial a  seven-digit  number  instead of pushing one button.  In
addition,  cellular-like  SMR  service  is  significantly  more  expensive  than
traditional  dispatch service. In summary,  key issues for the dispatch industry
include  capacity,  ease of use,  capital costs,  monthly fees, type of service,
service area, and the ability to add new services as they become available.

                                       17
<PAGE>

Regulation

Historical Regulatory Overview of 800MHz, 900MHz and 220MHz SMR Service and
Regulatory Trends.

     800 MHz. SMR is commonly perceived to encompass frequencies in the 800 MHz,
900 MHz and 220 MHz bands,  although there are significant  differences  between
each of these  frequency  bands.  When the FCC created  the SMR band  service in
1974, it first  allocated 30 MHz of spectrum in the 800 MHz  frequency  band for
PLMRS use to accommodate  future land mobile needs.  Of that 30 MHz, 15 MHz were
allocated  for  immediate  use and 15 MHz were  held in  reserve.  In  1980,  in
response to the demand for additional spectrum,  the FCC released the additional
15 MHz from reserve, also for the 800 MHz band. These frequency allocations gave
rise to what is commonly known as the "800 MHz SMR System."

     SMR  operators in the 800 MHz frequency  band have been in operation  since
1977. A total of 280 channels in this  frequency  are allocated for SMR service.
Although  most of the  major,  and  even  mid-sized,  800 MHz  SMR  markets  are
experiencing a shortage of 800 MHz frequencies,  the FCC has proposed to license
the upper 200 channels  allocated to 800 MHz SMR systems  pursuant to an auction
procedure.  Under this  proposal,  three licenses will be issued for each of 172
Economic  Areas  defined  by the  Bureau of  Economic  Analysis,  Department  of
Commerce. The FCC has proposed a different-sized  channel block for each license
consisting of 120 channels, 60 channels and 20 channels, respectively.  Economic
Area winners will have the right to relocate  incumbents  to the other  suitable
channels. The FCC also has proposed to auction the remaining 80 of the 280 total
channels  designated  exclusively  for  800  MHz  use as  well  as 150  channels
designated for General  Category use (which includes 800 MHz SMR systems,  among
other systems).  There currently is a freeze on new  applications in the 800 MHz
service pending auctions of these frequencies.

     900 MHz. To cope with the shortage of available  frequencies in the 800 MHz
band, in September  1986 the FCC allocated 200  additional  channel pairs in the
900 MHz band  specifically  for SMR (additional  allocations were made for other
non-SMR  private  land  mobile  radio  services).  These "900 MHz  Systems"  are
characterized by certain technical  features which distinguish them from 800 MHz
systems:  (1)  they  have a  bandwidth  of  12.5  kHz  vs.  25 kHz  for  800 MHz
frequencies  and (2) the separation  between the upper and lower channels in the
frequency pair is different from the separation existing in 800 MHz systems. The
FCC has recently completed an auction of 1,020 900 MHz licenses consisting of 20
licenses of 10 channels each in 51 Major Trading Areas (a regional sized area).

     220-222 MHz. In light of the continuing demand for frequencies for PLMRS in
the  early  to  mid-1980s,   the  FCC  began  looking  at  the   development  of
communications  technologies that would make more efficient use of the spectrum.
One such  technology was narrowband  radio, so called because it employs roughly
one-fifth the bandwidth of conventional land mobile systems. It was thought that
the  introduction of narrowband  technology could  practically  reduce projected
land mobile spectrum  requirements by permitting more users in the same spectrum
space.

                                       18
<PAGE>

     Although  the FCC  reallocated  the 220 MHz band  service  for  private and
federal  government  land mobile use in 1988, it did not adopt service rules for
the band until 1991.  The 220 MHz channels  currently have a bandwidth of 5 kHz,
which are "narrow"  when  compared to the standard  bandwidths of 25 kHz or even
12.5 kHz.  The  licensing of this band has  proceeded  in two phases.  Under the
Phase I allocation plan for 220 MHz, the FCC specified a total of 200 narrowband
channels.  Of these,  60 were set aside for nationwide  systems and 140 channels
for local use. Four nationwide  five-channel  licenses and 20 five-channel local
trunked licenses were specified for commercial (SMR-type) use.

     Applications  for Phase I  licenses  in the 220 MHz  service  were filed in
1991.  Shortly  thereafter,  the FCC  imposed a freeze on the  filing of all new
applications as well as all  modifications to existing  licenses.  Following the
lotteries for these applications,  licenses were issued for local and nationwide
licenses  in  early  1993.  It  remains  to be  seen,  however,  how many of the
approximately  3,000  local  licenses  granted  actually  will  be  built;  some
estimates contemplate that only approximately 1,500-2,000 of the licenses issued
in Phase I ultimately will be constructed.

     In 1995, the FCC proposed a licensing plan for "Phase II" 220 MHz licenses,
pursuant to which licenses would be awarded in three categories:  one nationwide
area,  5 regional  areas,  and 172  Economic  Areas (as defined by the Bureau of
Economic Analysis,  Department of Commerce and approximately 8 times the size of
the typical Phase I license area).  The FCC also proposed the following  channel
allocation for Phase II licenses:

     3 nationwide blocks of 10 channels each; and

     5 regional blocks of 10, 15, 10, 10, and 20 channels each; and

     8 Economic Area blocks consisting of 4 blocks of 10 channels each and
       4 blocks of 5 channels each.

     Because the Phase II licenses would encompass some of the same area already
licensed to Phase I licensees, Phase II licensees would be required to "protect"
the Phase I license areas to some degree.  Also  consistent  with the regulatory
trend in each of the other SMR services,  the FCC proposal contemplated that all
Phase II licenses would be awarded pursuant to an auction  licensing  procedure.
An auction of these Phase II licenses was held in 1998.

FCC Regulation of 220 MHz Systems

     The  licensing,  operation,  and  acquisition  of SMR systems in the United
States,   including  220  MHz  systems,  is  regulated  by  the  FCC  under  the
Communication Act of 1934, as amended (the "Communications Act") and pursuant to
the FCC's rules and policies adopted thereunder.  The FCC regulations  governing
SMR  systems  are highly  technical  and  subject to change.  Future  changes in
regulation or legislation  affecting SMR service or the allocation by the FCC or
Congress of additional spectrum for services that will compete with SN1M service
could  adversely  affect our  business.  We believe our  business is in material
compliance with applicable FCC rules and regulations.

                                       19
<PAGE>

     The FCC is  currently  in the  process of revising  its rules  specifically
applicable to 220 MHz service as well as the rules governing  service  providers
in SMR generally.  The proposed rules would generally expand the permissible use
of the 220 MHz frequencies (including,  for example, the provision of paging and
fixed  services on a primary  basis),  and lift certain  technical  restrictions
currently  imposed  on  220-222  MHz  licenses  (including,   for  example,  the
restriction on aggregating certain 5 kHz channels).

Classification of 220-222 MHz Operators as "Commercial Mobile Service"
Providers.

     The FCC has indicated that 220 MHz service  operators may fall under either
the commercial or the private mobile radio service  category since each operator
may provide  service either on a "for-profit"  or a "non-profit"  basis and each
220 MHz system may be either interconnected to the landline telephone network or
not  interconnected.  Since we will likely  provide "for  profit"  service on an
interconnected  basis,  ours should be classified as a Commercial Mobile Service
Provider and therefore  subject to the newly adopted  regulations  applicable to
such service providers. In proposing an auction licensing procedure for Phase II
220 MHz  authorizations,  the FCC  concluded  that  220 MHz  spectrum  would  be
principally used by carriers to provide "for profit"  services.  This conclusion
did not extend to whether the stations would be interconnected, however, so that
there still is no overall  classification of the 220 MHz service as a Commercial
Mobile Service.

Current Operational and Technical Requirements Applicable to 220 MHz Systems.

     Currently,  220 MHz licenses are granted for five year terms, with licenses
renewable for additional  five year terms.  The proposed rules would establish a
ten year licensing  term for all Phase I and Phase II 220 MHz licenses.  Any 220
MHz license  may be revoked for cause,  although  historically  non-renewal  and
revocation  have been rare for reasons  other than failure to meet  construction
and loading  requirements.  As noted above,  the  construction  deadline for all
Phase I 220 MHz licensees building at their originally  authorized locations was
March 11, 1996;  those 220 MHz  licensees  who filed (and  received  grants for)
relocated  sites were  required  to build at the  relocated  site by (or in some
cases shortly after) August 15, 1996. To the extent that a 220 MHz system is not
timely  constructed and made  operational (and an extension of time to construct
has not been obtained from the FCC), the license will automatically cancel. Once
constructed and operational,  pursuant to Section  90.157(b) of the FCC's rules,
the system  cannot  cease  operations  for more than  ninety  days  without  FCC
approval,   or  the  license  cancels   automatically.   There  are  no  loading
requirements  applicable  to 220 MHz  systems  other  than to have at least  one
paying  subscriber.  Currently,  transmitters  used in 220 MHz systems should be
located 70 miles from all other 220 MHz transmitters  using the same frequencies
in order to protect against co-channel interference.

                                       20
<PAGE>

Filing Procedures Applicable to 220 MHz Systems.

     As earlier  indicated,  a freeze has been in place since 1991 on the filing
of any new  applications in the 220 MHz service as well as any  modifications to
existing licenses. The FCC adopted rules establishing procedures for Phase I 220
MHz  licensees  to file a one-time  modification  to relocate  their  authorized
facilities.  These rules permit  moves up to 25  kilometers  in some  instances,
although those licensees whose original licensed  coordinates are located within
a "Designated  Filing Area" (essentially one of the top 50 metropolitan areas in
the  U.S.),  are  limited  to a move  up to a  maximum  of 8  kilometers.  Those
licensees  who had  obtained  special  temporary  authority  ("STA")  for a move
previous to the FCC's adoption of the rules were  "grandfathered"  in that those
licensees  were not subject to the distance  limitations  imposed by the FCC for
relocations so long as the licensee  certified  that, as of January 26, 1996, it
had either: (i) constructed its system and begun operations pursuant to the STA,
or  (ii)  taken   delivery  of  equipment.   Although   several   petitions  for
reconsideration   of  the  FCC's  modification   procedures  are  pending,   all
modifications  filed  pursuant  to these new rules were due at the FCC on May 1,
1996.

     The freeze remains in effect for the filing of new applications for 220 MHz
authorizaations.  The FCC  established  procedures  for filing and licensing new
applications in this service pursuant to an auction procedure, which was carried
out in 1998.

Ownership of 220 MHz Systems.

     The  Communications  Act restricts foreign  investment in commercial mobile
service operators.  Specifically, foreign corporations may not own more than 20%
of the  licensee,  or more  than 25% of the  parent of a  licensee.  The FCC has
authority  to waive the 25% limit if the public  interest  would be  served.  By
their  terms,  these  foreign  ownership  restrictions  do not apply to  private
carriers;  however,  under the 1993 Budget Act, private carriers reclassified as
commercial  mobile  service  providers  (including  us)  are  subject  to  these
limitations.  In addition, wireline carriers have recently been permitted by the
FCC to hold 220 MHz licenses.

     Prior  FCC  approval  is  required  for (i) the  assignment  of any 220 MHz
license  or  (ii)  any  transfer  of  control  of a 220  MHz  licensee.  No such
assignment or transfer of Phase I  (non-auction-awarded  authorization)  will be
approved  prior to the  completion of  construction  of a 220 MHz system and the
initiation  of  service  on the  system.  The FCC has  determined  that  220 MHz
licensees  will be deemed to have met the  initiation of service  requirement by
satisfying either the "placed in operation"  provisions of Section 90.155 of the
FCC's rules (requiring that at least one associated mobile stations be placed in
operation) or the "commencement of service"  provisions of Section 90.167 of the
FCC's  Rules  (requiring  the  provision  of  service  to  at  least  one  party
unaffiliated with, controlled by, or related to the providing carrier). A single
licensee was generally  prohibited  from holding more than one 5-channel Phase I
license in the same geographic  area (the so-called "40 Mile Rule").  unless the
systems are  constructed  and the  licensee  can make a  demonstration  that the
additional  channels are necessary to meet its  communications  needs.  A single
license is  interpreted to include two licensees  with  substantial  overlapping
ownership.  On November  19,  1996,  the FCC issued a Public  Notice in which it
tentatively  concluded  that the 40 Mile Rule should be  repealed.  The FCC then
eliminated the 40 Mile Rule.

                                       21
<PAGE>

     The  FCC  modified  the  guidelines  applicable  to  management  and  other
non-equity  agreements  affecting  SMR systems,  including  220 MHz systems,  in
determining  whether the manager or other entity has assumed de facto control of
the  system.  The  criteria  for  determining  "control"  will be drawn from the
precedent  established for common carrier systems,  and will include application
of the following  factors:  (i) whether the licensee has  unfettered  use of all
facilities and equipment;  (ii) whether the licensee  determines and carries out
the policy  decisions,  including  preparing and filing of applications with the
FCC;  (iii) whether the licensee is in charge of  employment,  supervision,  and
dismissal  of  personnel;  (iv)  whether the licensee is in charge of payment of
financing  obligations,  including  expenses  arising out of operating;  and (v)
whether the  licensee  receives  monies and profits  from the  operation  of the
facilities.  The  company is careful to avoid these  indicia of license  control
where it is not the licensee,  but only the manager. In addition, any manager of
the  operations of an SMR license  shall be  considered to have an  attributable
interest in such licensee for purposes of applying the spectrum cap  limitations
established  in the  FCC's  rules,  if such  person  has the  authority  to make
decisions  that  significantly  influence  (i) the  nature  or types of  service
offered by such  licensee,  (ii) the terms upon which such services are offered;
or (iii) the prices  charged for such  services.  This latter  attribution  rule
should have little impact on exclusively  220 MHz managers,  however,  since the
amount of spectrum  involved in these  systems -- even when  aggregated by 50 or
more -- is well below spectrum cap limits established by the FCC.

State Regulations

     Currently  state and local  governments  cannot  regulate  the rates of SMR
operators.  Such governments may,  however,  exercise general  regulatory powers
over all local  businesses,  health,  safety,  consumer  protection  and  zoning
regulations  with  respect to SMR  systems.  Currently,  none of our 220 MHz SMR
systems  are  subject  to  any  special  state  or  local  regulatory  rules  or
restrictions.

Regulation of Radio Towers

     The transmitters for 220 MHz SMR systems are often located on radio towers.
These  radio  towers  are  regulated  by  the  FCC  and  the  Federal   Aviation
Administration  ("FAA"), whose regulations concern geographic location,  height,
construction  standards and tower maintenance.  Failure to meet such regulations
can result in penalties to the tower owner or operator. Currently, we do not own
any radio  towers and  instead  lease space on  existing  radio  towers/building
rooftops for the  transmitters.  The owners of such towers are  responsible  for
compliance with the regulations. At or prior to such time as the FCC may approve
the  transfer of the 220 MHz  licenses  pertaining  to those  systems  which are
currently under our management,  we will obtain appropriate liability insurance,
the cost of which is nominal, to protect us from third-party claims with respect
to our 220 MHz SMR transmitters  located on radio towers owned by third-parties.
Such insurance is currently maintained by the current FCC licenses.

                                       22
<PAGE>

Legislative Trends

     Until recently, SMR systems (and certain paging and microwave systems) were
regulated  exclusively as "private  mobile radio  carriers" and therefore,  were
subject to different (and generally less stringent) federal and state regulatory
requirements than those applicable to "common carriers." "Common carriers," such
as cellular  carriers,  generally are required to provide service under the same
terms and conditions to any subscriber requesting service. Historically,  common
carriers have been subject to varying  degrees of state  regulations,  including
requirements  to  file  tariffs  and  to  obtain  a  state  certification.   The
Communications  Act  specifically  preempted  state  and  local  rate  or  entry
regulation  of SMR  operators.  As private  carriers,  SMR licensees and private
carrier  paging and microwave  licenses did not file  tariffs,  could decline to
serve  certain  subscribers,  and could  negotiate  different  prices for "like"
services.

     These  traditional  regulatory  distinctions were eliminated in the Omnibus
Budget  Reconciliation  Act of 1993 (the "1993 Budget  Act"),  which amended the
Communications Act to create a comprehensive framework for the regulation of all
"mobile radio  services."  These  amendments  were adopted  primarily to achieve
regulatory  parity by ensuring that  equivalent  mobile services were subject to
the same regulatory  requirements.  As a result of this legislation,  all mobile
radio services were classified as "commercial mobile service" or "private mobile
service." To be classified as a commercial  mobile service,  the service must be
(i) provided for profit, (ii) interconnected to the landline network,  and (iii)
available to the public or to classes of eligible users that effectively make it
available to a substantial portion of the public.

     The 1993 Budget Act also included certain specific provisions applicable to
commercial mobile services designed to ensure consistent regulatory treatment of
similar  services.  Specifically,  the legislation  required that all commercial
service  providers  would  have  certain  rights to  interconnect  to the public
switched  public  network.  In addition,  all state and local rate and entry and
interconnection  regulation  of commercial  mobile  services was preempted as of
August 8,  1995.  Any state  agency  that had rate  regulation  in effect  for a
commercial  mobile  service  provider as of June 1, 1993,  was  permitted (as of
August 10, 1994) to petition the FCC to extend that authority.  To date, the FCC
has not granted any state petition on this issue.

Business Trends

     Until recently,  the application  deadline for  construction of the 220 MHz
systems was December 4, 1995.  This deadline was significant in shaping both the
construction, marketing and business plans of 220 MHz companies nationwide. Many
of these  companies  adopted  a  philosophy  of  constructing  as many  sites as
possible before the construction  deadline with a view to then proceeding to the
loading of the systems only after the construction deadline had passed.

                                       23
<PAGE>

     On January 26, 1996,  the FCC extended the prior  construction  deadline to
March 11, 1996 for systems  being  constructed  at their  originally  authorized
locations  and until August 15, 1996 for systems  granted  authority to relocate
their  systems.  These  extensions  had the effect of postponing  the loading of
systems.

     With this emphasis on construction rather than loading,  operators have now
had to focus on the characteristics of mobile and portable stations.  The narrow
width of the channels  also has  encouraged  several  operators  to  consolidate
licenses over a metropolitan or regional area. Most 220 MHz operators will use a
combination of single sideband  ("SMR")  techniques and filtering  techniques to
transmit over a narrow channel.

Employees

     As of the date hereof, we employ four persons.  We believe that we will not
necessarily  have to  significantly  increase the number of our  employees as we
expand our business in view of the relatively  small number of persons  employed
by  competitors  with larger  subscriber  bases than us. Our  employees  are not
subject to any collective bargaining agreements and management believes that its
relationship with its employees is good.

Forward-Looking Statements

     A number of the matters and subject  areas  discussed in this Annual Report
which  are  not  historical  or  current  facts  deal  with   potential   future
circumstances and developments. The discussion of such matters and subject areas
is  qualified  by  the  inherent  risks  and  uncertainties  surrounding  future
expectations generally, and also may materially differ from the Company's actual
future  experience  involving any one or more of such matters and subject areas.
The Company has attempted to identify,  in context,  certain of the factors that
it currently  believes may cause actual future  experience and results to differ
from the Company's current expectations regarding the relevant matter or subject
area.  The  operation  and  results  of the  Company's  wireless  communications
business also may be subject to the effect of other risks and  uncertainties  in
addition  to  the  relevant  qualifying  factors  identified  elsewhere  herein,
including,  but not limited to,  general  economic  conditions in the geographic
areas and occupational market segments (for example, construction, delivery, and
real  estate  management  services)  that the Company is  targeting  for its SMR
systems,  the availability of adequate  quantities of system  infrastructure and
subscriber equipment and components to meet the Company's systems deployment and
marketing  plans and  customer  demand,  the  success of efforts to improve  and
satisfactorily  address any issues  relating to the  system's  performance,  the
ability to achieve  market  penetration  and average  subscriber  revenue levels
sufficient  to  provide  financial  viability  to  the  SMR  system,  access  to
sufficient debt or equity capital to meet the Company's  operating and financing
needs,  the quality and price of similar or comparable  wireless  communications
services  offered  or to be  offered  by the  Company's  competitors,  including
providers of cellular and PCS service,  future legislative or regulatory actions
relating  to  SMR   services,   other   wireless   communications   services  or
telecommunications  generally and other risks and  uncertainties  described from
time to time in Digi Link 's reports filed with the Commission.

                                       24
<PAGE>

Item 2. Description of Property

     Our principal  executive  offices are located in Iselin,  New Jersey.  Such
facilities  comprise  approximately  2,000  square feet of office  space and are
subject to a month-to-month lease arrangement at $1,600 per month. These offices
are adequate to meet our present needs and we do not  anticipate  any difficulty
in securing  additional  office  space for a direct sales office and, if needed,
additional office facilities, at competitive rates on terms acceptable to us.

Item 3. Legal Proceedings.

        None.

Item 4. Submission of Matters to a Vote of Security Holders

    (a)  Written  consent  of the  holders  of a  majority  interest  of the
         Company's voting stock executed on December 27, 2000.

    (b) The following proposals were approved:

        1)Increase the number of the  Company's  authorized  Common  Shares from
          50,000,000 to 200,000,000 shares.

        2)That the  Company  enter  into a merger  with Digi Link  Technologies,
          Inc., with the Company to be the survivor.

        3)That the Company enter into an agreement to sell the recycling  assets
          to the then current president of the Company.

        4)That the name of the  Company be  changed  to Digi Link  Technologies,
          Inc. upon the effective date of the merger.

     An  information  statement  pursuant  to  section  14(c) of the  Securities
Exchange Act of 1934 relating to the above items was filed on January 9, 2001.

Item 5. Market Price of and Dividends on the Registrant's Common Equity and
        Other Shareholder Matters

    (a) Market Information.

     The Company's  common stock is traded on the OTC Bulletin Board  maintained
by the National  Association  of  Securities  Dealers  under the trading  symbol
"DGLT."  There is no assurance  that the common stock will continue to be quoted
or that any liquidity exists for the Company's shareholders.

                                       25
<PAGE>

     The  following  table  shows  the  quarterly  high and low  prices  for the
Company's  common  stock of the OTC  Bulleting  Board  during the years 1999 and
2000:



              Quarter Ended                  High      Low
              -------------------           ------    ------
              March 31, 1999                $7.031    $0.450
              June 30, 1999                 $5.000    $0.250
              September 30, 1999            $0.900    $0.875
              December 31, 1999             $1.000    $0.900

              March 31, 2000                $4.000    $1.100
              June 30, 2000                 $1.300    $0.250
              September 30, 2000            $1.000    $0.250
              December 31, 2000             $0.480    $0.105

     The source of this information is Bloomberg  Quotation  Services and broker
dealers  making a market in the  Company's  common stock.  These prices  reflect
interdealer  prices without  retail  markup,  markdown or commission and may not
represent actual transactions.

     The closing sales price of the Common Stock as reported on the OTC Bulletin
Board on March 22, 2001 was $0.27.

  (b) Holders.

      As of March 23, 2001,  the  Company  had approximately 384  shareholders
      of record of its outstanding shares of Common Stock.

  (c) Dividends.

      The Company has never paid or declared  any  dividends on its Common Stock
      and does not anticipate  paying cash  dividends in the foreseeable future.

Recent Sales of Unregistered Securities

     On March 29, 1999,  7,441,700 shares of restricted common stock were issued
to the  shareholders  of Fox Group  Enterprises,  Inc.  in  connection  with the
acquisition of Fox Group by the Company.

     On March 29, 1999, the Company issued 1,062,230 shares of stock to fourteen
(14) individuals in consideration  for work done on the merger between Fox Group
and The  Company.  The  Company  claimed  the  exemption  from  registration  in
connection with each of the offerings provided under Section 3(b) of the Act and
Rule 506 of Regulation D promulgated there under.

                                       26
<PAGE>

     On  February 2, 2001,  3,312,500  shares  were  issued to  approximately  8
persons and entities,  in connection with the Company's private placement of its
stock.

     On February 2, 2001,  98,484,923  shares of  restricted  common  stock were
issued to the  shareholders of Digi Link  Technologies,  Inc. in connection with
its merger with the Company.

     On March 7, 2001,  2,000,000 shares of restricted  common stock were issued
to an officer of the Company as additional compensation.

     On March 7, 2001,  600,000 shares of the Company's stock underlying options
granted under the Company's Stock Option Plan were issued to certain consultants
upon their exercise of their options.

     On March  25,  2001,  250,000  shares  were  authorized  to be  issued to a
consultant for services rendered.

     On March  26,  2001,  2,800,000  shares  were  authorized  to be  issued in
connection  with a  management  agreement  regarding  certain  licenses  and SMR
systems.

     On March  26,  2001,  7,200,000  shares  were  authorized  to be  issued in
connection with the purchase of certain licenses.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

     Since 1981, the Company has conducted  minimal business  operations  except
for organizational  activities and seeking a merger partner. For the period from
the  acquisition  of Fox Group (March 29, 1999) through  December 31, 2000,  the
Company had minimal  income of $46,140 from  operations  and operating  expenses
aggregating $923,163.

     In March,  2001,  Digi Link  completed  its  acquisition  of the  assets of
Advanced  Business  Communications  L.L.C.  (ABC) for  shares of its  restricted
common  stock  subject  to  FCC   consent/approval.   The  acquisition  includes
forty-eight (48) 220 MHz SMR licenses, all associated infrastructure,  including
its network  operations  center (NOC) and a customer  base,  which includes such
customers as Boston Coach,  Boston Gas, Fidelity  Investments and Transportation
Logistics.

                                       27
<PAGE>

     Most systems  constructed under these licenses have already been integrated
into the Company's INTELLICOMM(R) network.  The network is the first and largest
real-time,  wide-area 220 MHz communications  network in the world. It currently
covers portions of ten (10) states and many of the transit corridors in between,
from its NOC beneath the  Prudential  Center in Boston,  MA. Because the network
platform is frequency  transparent and protocol agile, Digi Link can support the
integration of new and legacy systems to provide the ability to operate  between
systems using  different  frequency  bands and/or  operating  protocols  that is
transparent to those using them.

     In  acquiring  these  licenses,  Digi Link will  extend  its  authority  to
construct and operate  network systems  throughout  three of the six FCC regions
making up the US. These  include EAG-1  (Northeast),  EAG-2  (Mid-Atlantic)  and
EAG-4 (Great Lakes)  regions.  With this latest  acquisition,  Digi Link will be
able to reach  approximately  one-third of the US land mass and a population  of
approximately 130,000,000.

     Prior to this latest acquisition, Digi Link's assets, owned and or managed,
included  another  twenty (20) Phase I and Phase II 220 MHz SMR licenses  and/or
authorizations and a nationwide,  Ku-band satellite earth station license it can
use to expand  the  INTELLICOMM(R) network and to  provide  additional  enhanced
service offerings. Some of these  licenses/authorizations  are under contract or
letters of intent to be acquired,  and/or  assignment  applications  are pending
before the FCC,  which FCC consent is expected in routine  fashion Key locations
across the U.S.  currently  include  Albany (New York),  New York City,  Boston,
Dallas, Chicago, Los Angeles,  Jacksonville (Florida) and New Orleans, to name a
few.

     Simultaneous  with its  acquisition  of ABC,  Digi Link secured third party
financing  covering all projected  costs  associated  with the  maintenance  and
operation  of both these newly  acquired  systems and those it already  owned or
operated in exchange for 2,800,000  shares of restricted  common stock valued at
one dollar ($1.00) per share.

     Digi Link plans to continue the expansion of its network  coverage  through
its strategy of acquiring  partnering or via joint  ventures with  strategic SMR
operators  throughout the country.  The Company will focus on providing coverage
not  merely  in urban  areas,  but  throughout  rural  corridors  as well  while
simultaneously  implementing a level of connectivity between the network and the
critical data or resources its users may require  without regard to the location
of either. Ultimately, this will include access to corporate databases,  e-mail,
e-payment  services,  Internet data,  location data,  Automatic Vehicle Location
("AVL") and the public switched telephone network ("PSTN").

     Digi Link believes its posture as a wireless carrier and systems integrator
will allow it to  provide  network  subscribers  with  cost-effective,  flexible
solutions to their  communication  and connectivity  requirements in conjunction
with other  value-added  services such as long  distance,  voice mail,  billing,
internet data transmission and remote meter reading.

                                       28
<PAGE>

     At the  current  time,  only  nominal  subscriber  fee  revenues  are being
generated  from our systems  under and no other  revenues  are  currently  being
generated from any other source. We are,  therefore,  materially  dependent upon
the proceeds of additional  financings to commence meaningful  marketing efforts
and for working  capital  purposes.  To the extent we may be  successful  in our
marketing  efforts,  of which no assurances are given, we believe we will derive
revenues  from our currently  managed  systems as well as those we may later own
and/or manage in connection with the acquisition of select assets primarily from
access  and  airtime  charges  for  SMR  system  usage,  sales  and  leasing  of
communication  equipment,  management fees and to a lesser extent,  construction
and other miscellaneous services.

     Notwithstanding any such revenues,  we anticipate that we will incur losses
and generate negative cash flow for at least the next twelve months.

     The Company will have to raise additional  funds from outside  investors to
finance its anticipated  various business  opportunities.  Management intends to
explore all available  alternatives for debt and/or equity financing,  including
but not limited to private and public securities offerings.  The Company expects
that the cash on hand together with anticipated revenues, will not be sufficient
to meet its  operating  needs for the next 12  months.  Accordingly,  management
expects  that it will be  necessary  for the Company to raise  additional  funds
before  it will be able to begin  operations  and there is no  assurance  of its
ability to do so.

Results of Operations

     The Company is considered to be in the development state as defined by FASB
No. 7. There were minimal revenues totaling $46,140 generated for the year ended
December 31, 2000. There were no revenues record for the year ended December 31,
1999.

     The net loss for the year end December 31, 2000 was $289,945 as compared to
a net loss of $633,218 for the year ended December 31, 1999. The decrease in net
loss of $343,273 was primarily the result of costs incurred in the year 1999 for
organization and mergers plus a loss on aborted  acquisition of assets offset by
increased  costs in the year 2000 for lease of an  operating  facility,  cost of
sales and administrative costs.

Financial Condition, Capital Resources and Liquidity

     At December 31, 2000, the Company had assets totaling  $229,161 and current
liabilities of $658,894  attributable  to accrued  officers'  salaries,  accrued
legal expenses, organization expenses and professional fees. Since the Company's
inception, it has received $454,000 in cash in the form of loans from Murray Fox
which are secured by promissory  notes issued by the Company.  Murray Fox is not
obligated to advance  additional funds to the Company and as of the date of this
report, he is no longer an officer or director.

                                       29
<PAGE>

Net Operating Losses

     The Company had net operating  losses of $923,163 during the period January
10,  1999  through  December  31,  2000 and had a  stockholders'  deficiency  of
$429,733 at December 31, 2000.

     At the  current  time,  only  nominal  subscriber  fee  revenues  are being
generated from our systems under  management and no other revenues are currently
being generated from any other source. We are, therefore,  materially  dependent
upon the  proceeds  of future  private  placements  or  financings  to  commence
meaningful marketing efforts and for working capital purposes.  To the extent we
may be successful in our marketing efforts, of which no assurances are given, we
believe we will derive  revenues from our currently  managed  systems as well as
those we may later own  and/or  manage in  connection  with the  acquisition  of
select assets  primarily  from access and airtime  charges for SMR system usage,
sales and leasing of  communication  equipment,  management fees and to a lesser
extent, construction and other miscellaneous services.

     Notwithstanding any such revenues,  we anticipate that we will incur losses
and generate negative cash flow for at least the next twelve months.

     The extent of our marketing  efforts will be materially  dependent upon the
amount of money that may be  received by us  pursuant  to  investments  into the
company,  of which no  assurances  are  given.  In the first few years of an SMR
radio  business  there is normally a pre-tax  loss while  subscriber  shares are
added to the systems. After a break-even point, which management estimates to be
in year 2005 the business is expected to grow rapidly  generating a  significant
revenue stream with substantial  cash flows from year 2006 and beyond.  However,
no  assurances  can be  given  as to the  success  of  such  marketing  efforts,
regardless  of the amount of  proceeds,  if any,  which may be  received  by the
Company  as  investments.  Further,  there can be no  assurance  whether we will
successfully  integrate select assets that we may acquire, if any, into our then
current operations, or of our systems management capabilities.

     Management  believes that due to advances in SMR  technology and equipment,
including the availability of value-added features (i.e., flat rate billing, the
ability to communicate  one-to-many,  many-to-one,  and one-to-one,  as desired,
public telephone  interconnection service, roaming capability) together with the
lower monthly  subscriber costs generally  associated with SMR usage as compared
to  cellular  telephone  and other  wireless  communications  services,  a broad
spectrum of potential end-users may find our services advantageous and desirable
and result in fee-based subscriptions.

     Management  believes the Company will derive revenues primarily from access
and airtime  charges for SMR system usage,  sale,  and leasing of  communication
equipment,   management,  and  to  a  lesser  extent,   construction  and  other
miscellaneous  services.  Although SMR operators can offer services to virtually
any customer,  we anticipate that our subscribers will be primarily  businesses.
We also believe that by expanding our geographic "footprint" within a region our
services will become more valuable to our subscribers and that,  therefore,  the
assets we intend to purchase will become more valuable on a  consolidated  basis
than they are  individually.  No assurances  can be given that we are correct in
our belief that others will find our services advantageous and desirable or that
we will generate any meaningful fee based subscriber ship revenues.

                                       30
<PAGE>

Item 7. Financial Statements and Supplementary Data

     Financial  statements and supplementary  data are included herein beginning
with page F-1 are in the name of IR Operating  Corporation,  whose name has been
changed to Digi Link Technologies, Inc, as a result of the Merger.

Item 8. Changes in and Disagreements with Accountants and Accounting and
        Financial Disclosure

     The Board of Directors of the Company have appointed Holtz Rubenstein & Co,
LLP ("HR") as auditors for the Company. Ralph S. Inocencio, had been the outside
accountant for the Company through March 29, 1999. During the period January 10,
1999 (inception) through December 31, 1999 and the year ended December 31, 2000,
there were no disagreements  between the Company and Ralph S. Inocencio or HR on
any  matter  of  accounting   principles  and  practices,   financial  statement
disclosure, or audit scope and procedure, which disagreement, if not resolved to
the  satisfaction  of HR, would have caused it to make  reference to the subject
matter of the disagreement in connection with its report.

Part III

Item 9. Directors and Executive Officers, Promoters and Control Persons

MANAGEMENT
Directors, Executive Officers and Key Employees

Name                         Age                  Position
-------------------------------------------------------------------------------
Peter J. Jegou               53                   Chairman and CEO
Leonard Berg                 76                   Secretary/Treasurer, Director
Richard Margulies            51                   Director


     Peter  J.  Jegou -  Chairman  and CEO - Has  been  Chairman  and CEO of the
Company  since  January 31, 2001.  From 1999 to the present,  Mr. Jegou has been
President of Zamora  Funding,  a private equity fund and  management  consulting
business for  emerging  growth  companies in the public and the private  sector.
From 1998 to present,  Mr. Jegou is serving as a special consultant to Greenleaf
Technologies Corporation,  the Company's parent corporation  ("Greenleaf").  Mr.
Jegou has an 8.0% reported  interest in Archer Systems Limited,  Inc., a company
which  intends  to  develop  and/or  operate  Internet  and  technology  related
companies through majority owned subsidiaries and expansion of its investment in
other Internet companies through venture capital arrangements. From 1996 through
1999,  Mr.  Jegou was CEO of  Creative  Gaming,  Inc.,  developing  the  Company
business  plan and  securing  $22,000,000  in financing  for an offshore  gaming
project in New York City and Florida. From 1993 to 1996, Mr. Jegou was President
of Creative Gaming International,  Inc., negotiating numerous contracts and land
purchases.  Mr.  Jegou  raised  debt and  equity  capital of  $35,000,000  while
developing  Native  American gaming projects in the Mid West. From 1989 to 1996,
Mr. Jegou was  Chairman,  CEO and a co-founder  of Creative  Learning  Products,
Inc., a NASDAQ (Small-Cap) listed company.

                                       31
<PAGE>

     Leonard  Berg - Director - Mr. Berg has served as  Secretary/Treasurer  and
Director since January 31, 2001. Mr. Berg has also served as the Chairman Of The
Board,   Chief  Executive  Officer  and  President  of  Greenleaf   Technologies
Corporation  since  April  1999 and  also  previously  served  as  President  of
Greenleaf from November 1995 to December 1997. From December 1997 to March 1999,
he was a  consultant  to  Greenleaf on general  business  matters.  Beginning in
August  1994 until  March  1995,  Mr.  Berg was a Survey  Manager for The Gallup
Organization.  Mr.  Berg  has over  forty  years of  experience  in the  finance
industry. His corporate experience includes owning,  managing and financing real
estate  properties,  as  well  as  financial  and  operating  experience  in the
commercial real estate business. In 1949, Mr. Berg founded Berg Enterprises.  He
served as co-chairman of the board,  officer,  director and  shareholder of Berg
Enterprises for 33 years.  During its operation,  Berg Enterprises was listed on
the American  Stock  Exchange and was primarily  involved in the real estate and
mortgage  banking  business.  Mr. Berg  helped to operate the  company  until it
became a subsidiary of the Primerica  Corporation in 1982.  Since 1982, Mr. Berg
has owned and consulted with numerous companies in the  entertainment,  finance,
and real  estate  industries.  Mr.  Berg also  founded  and served as a Lifetime
Director and General Campaign Chairman for the John F. Kennedy Medical Center in
Edison, New Jersey, and was responsible for that center's merger with the Robert
Wood  Johnson  (J.  & J.)  Rehabilitation  Center.  In  addition,  Mr.  Berg has
previously served as Chairman of The Board of each of Shared United Plastics and
Metalique Industries.

     Richard J.  Margulies - Director - Has been a director of the Company since
February  2001. Mr.  Margulies has served as a management  and financial  public
relations consultant to a number of private and publicly held companies over the
past 20 years.  From November  1988 to May of 1999 Mr.  Margulies was an officer
and director of Greenleaf Technologies  Corporation,  a company, which is in the
business  of  developing  encryption  and  compression  software.  From  1993 to
December of 1997 Mr.  Margulies  was an officer and  director of Creative  Media
International,  Inc. a public company that was in the financial public relations
and printing business.  On or about February 1998, Creative Media International,
Inc. filed for reorganization under section 11 of the U.S. Bankruptcy Code. From
1987 to the present, Mr. Margulies has been an officer and director of Nightwing
Entertainment   Group,   Inc.,  a  publicly   traded  company  that  is  in  the
entertainment  business.  From December 1998 to the present,  Mr.  Margulies has
been a director and officer of Creative  Gaming,  Inc., a company that presently
is inactive. From 1982 to 1983, Mr. Margulies was with the Dratel Group, Inc., a
NYSE member firm.  From 1979 to 1982, he was a Vice President with the firm Bear
Stearns & Co.,  Inc.  and from 1974 to 1979,  he was an account  executive  with
Bache & Co.

                                       32
<PAGE>

     All  directors  hold office until the next annual  meeting of the Company's
shareholders or until their  successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors.  Peter Jegou,  Leonard Berg and
Richard  Margulies  will devote such time and effort to the business and affairs
of  the  Company  as may be  necessary  to  perform  their  responsibilities  as
executive officers and/or directors of the Company.

     Aside from the above  officers and  directors,  there are no other  persons
whose activities will be material to the operations of the Company at this time.

Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of the Company.

Compliance with Section 16(a) of the Exchange Act

     Murray Fox , Anthony Conte, and David Katz did not file Forms 3 at the time
the Company's Form 10-SB was declared effective.

Item 10. Executive Compensation:

     The  Company,  in  consideration  for various  services  performed  for the
Company,  had signed an employment  agreement with Murray Fox. Murray Fox was to
receive  annual  compensation  in the amount of $100,000 per year.  However,  at
present  no cash  payments  have been made to Murray  Fox and the salary due was
being  accrued on the books of the Company.  Mr. Fox as part of a settlement  in
which he received a note from the Company in the principal amount of $440,000 in
settlement  of all the  obligations  of the Company to him  including the monies
loaned by Mr.  Fox to the  Company.  There  are  presently  in force  consulting
agreements for the following officers and directors:

     A verbal  agreement to provide the original Digi Link with  consulting  and
management  services have been entered into with Peter J. Jegou, Chief Executive
Officer,  for an unspecified period of time beginning May 1, 2000. Mr. Jegou was
paid $10,000 upon  execution of the  consulting  agreement and $10,000 per month
there after.  On October 1, 2000, Mr. Jegou began  receiving  $16,500 per month.
Either party may terminate  the  agreement  upon a 30-day  written  notice.  The
Company has maintained  this  agreement.  The Company entered into an Employment
Agreement with Peter J. Jegou on September 22, 2000.

     Compensation  of $99,500 was paid to Mr.  Jegou by Digi Link  Technologies,
Inc. for the calendar year 2000.

     The Company does not provide  officers  with  pension,  stock  appreciation
rights, or long-term incentive plans except for a 1999 stock option plan but has
the intention of implementing such plans in the future.

                                       33
<PAGE>

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

     There were no stock appreciation rights granted, nor were any stock options
granted,  to any of the above named  officers in the fiscal year ended  December
31, 2001.  Murray Fox had the right to receive 50,000 options under the terms of
his employment  contract,  however,  this right was  extinguished  pursuant to a
general release executed on February 2, 2001.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of March 12, 2001,  regarding
the ownership of the  Company's  Common Stock by each  shareholder  known by the
Company to be the beneficial owner of more than five per cent of its outstanding
shares of Common Stock,  each director and all executive  officers and directors
as a group.  Except as otherwise  indicated,  each of the  shareholders has sole
voting  and  investment  power  with  respect  to the  shares  of  Common  Stock
beneficially owned.

    (a) Security ownership of certain beneficial owners
<TABLE>
<CAPTION>
Title of Class         Name and Address of Beneficial Owner         Amount and Nature of           Percent of Class (2)
                                                                      Beneficial Owner
<S>                    <C>                                          <C>                            <C>
Common                 Greenleaf Technologies Corp.                      82,000,000                       77.81
                       8834 Capital of Texas Highway
                       Suite 150
                       Austin, TX 78759


    (b) Security ownership of management

Title of Class         Name and Address of Beneficial Owner         Amount and Nature of           Percent of Class (2)
                                                                         Beneficial Owner

Common                 Peter J. Jegou (3)                                 4,838,545                        4.6%
                       75 Lincoln Hwy., 2nd fl
                       Iselin, NJ 08830

Common                 Leonard Berg (4)                                  83,720,000                       79.4%
                       8834 Capital of Texas Highway
                       Suite 150
                       Austin, TX 78759

Common                 Richard Margulies (5)                              1,600,391                        1.5%
                       75 Lincoln Hwy., 2nd fl
                       Iselin, NJ 08830

Common                 Includes all officers and the directors           90,158,936                       85.5%
                       of the Company as a group (3 persons)
</TABLE>

                                       34
<PAGE>

    (1) Includes  the  amount  of shares  each  person or group has the right to
        acquire within 60 days pursuant to options, warrants, rights, conversion
        privileges or similar obligations.

    (2) Based upon 105,391,  782 shares  outstanding,  plus the amount of shares
        easch person or group has the right to acquire  within 60 days  pursuant
        to  options,   warrants,   rights,   conversion  privileges  or  similar
        obligations.

    (3) Peter J. Jegou is Chairman and Chief Executive Officer.

    (4) Leonard Berg is  Secretary,  Treasurer and a Director of the Company and
        Chief  Executive  Officer  and  a  Director  of  Greenleaf  Technologies
        Corporation.  He owns 1,720,000 shares personally, and 82,000,000 shares
        beneficially, as a result of his position with Greenleaf.

    (5) Richard Margulies is a Director of the Company.


Item 12. Certain Relationships and Related Transactions:

     Escrow  Agreement-As  part of the merger with Fox Group the shareholders of
Fox Group signed an Escrow  Agreement  with Reva  Enterprises,  Inc. and John B.
Lowy, P. C.who are  shareholders  of the Company which called for the former Fox
Group  shareholders  to return on pro-rata  basis 750,000 shares of common stock
that was issued to them at the time of the merger if certain  tangible net worth
levels were not met. The Company did not achieve the required tangible net worth
and in  accordance  with the escrow  agreement  the 750,000  escrow  shares were
released to Reva  Enterprises  and John P. Lowy,  P.C.  effective  September 29,
1999.

     Fox Group Enterprises Shareholder  Agreement-The  shareholders of Fox Group
at the time of the  acquisition  signed an escrow  agreement that called for the
return of  3,867,204  shares to the  Company to be used for the  acquisition  of
I-ROCK  technology  and/or  company.  Effective  September 29, 1999,  the shares
covered  by the  escrow  agreements  (3,867,204  shares)  were  returned  to the
Company's treasury.

     Since the Company's acquisition of Fox Group in March 1999, it has received
$454,000 in cash in the form of loans from Murray Fox which are  represented  by
promissory  notes issued by the Company.  The  promissory  notes bear interest a
5.5% per annum, with a default interest rate of 18% per annum.

     The Company, on February 2, 2001,  consolidated all of the notes due to its
former president, Murray Fox, into a 16 month, 8% note in favor of Mr. Fox.

                                       35
<PAGE>

     The Company entered into a consulting  agreement on September 25, 2000 with
Leonard Berg  providing for  compensation  in the amount of 1,720,000  shares of
stock for services.

     The Company  entered into an  employment  agreement  with Peter J. Jegou on
September 22, 2000, which provided for Mr. Jegou to receive $200,000 annually in
salary and  2,000,000  shares of the  Company  upon the  commencement  of public
trading of the company's stock.

     The  Company  entered  into an  agreement  on January  31, 2001 to sell its
recycling  assets to its former  President,  Murray Fox, with the  consideration
being 825,000 shares of the common stock of the Company.

     The Company on February 21, 2001 entered into 3 pledge  agreements with its
President, Mr. Jegou, which provided collateral security for the notes issued by
certain consultants  pertaining to their exercise of options to purchase 600,000
shares of the Company underlying the options.

Item 13. Exhibits and Reports on Form 8-K

     No Form 8-K was filed  during the fiscal  year  ending  December  31,  2000
although  a Form  8-K was  filed in  February  of 2001 in  conjunction  with the
Merger.

 (a) Exhibits

     The following  exhibits marked with a footnote  reference were filed with a
periodic  report filed by the Company  pursuant to Section 13 of the  Securities
Exchange Act of 1934, as amended,  or a registration  statement  effective under
the  Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  and  are
incorporated  herein by this  reference.  If no footnote  reference is made, the
exhibit is filed with this Report.


Number        Exhibit
------        ---------------

 3.1          Certificate of  Incorporation  as of IR as amended and filed April
              30, 1999 (1)

 3.2          Bylaws of IR Operating Corporation (1)

 3.3          Certificate of Amendment of The Certificate of Incorporation filed
              January 31, 2001 (3)

 3.4          Certificate of Merger and name change filed February 2, 2001

                                       36
<PAGE>

 10.1         Escrow Agreement with Reva and Downey  (incorporated by reference)
              (1)

 10.2         Fox Group Enterprises Stockholder Agreements (1)

 10.3         1999 Stock Option Plan (2)

 10.4         Merger  Agreement dated December 27, 2000 between Company and Digi
              Link Technologies, Inc. (3)

 10.5         6 month 8% Note dated February 2, 2001 in the principal  amount of
              $440,000  in favor of Murray  Fox to  evidence  monies  previously
              advanced  by Mr.  Fox to the  Company  and owed to Mr.  Fox by the
              Company.

 10.6         Asset  Purchase  Agreement  dated January 31, 2001 between Mr. Fox
              and the Company relating to the recycling assets.

 10.7         Leakout Agreements dated February 2, 2001 with Murray Fox, Anthony
              Conte and David Katz.

 10.8         220-222 MHz License Purchase and Assignment Agreement between Digi
              Link Technologies, Inc. and Advanced Business Communications,  LLC
              effective  on  (the  "Agreement")  to  purchase  all  of  Advanced
              Business Communication's interest in and to: (i) twenty-six mobile
              communications  radio licenses  operating or to be operated in the
              220-222 MHZ band.

 10.9         System and Satellite Maintence System (the "Agreement")  effective
              as of  the  ____  day of  January,  2001,  between  Communications
              Consulting, Inc., Digi Link Technologies,  Inc., Advanced Business
              Concepts,  LLC,  William  Gale  ("Gale"),  and  Warren  Blanck for
              acquisition  of  Specialized  Mobile Radio  ("SMR")  Systems and a
              series of licenses including a Satellite License.

 10.10        Consulting   Agreement   between   Leonard   Berg  and  Digi  Link
              Technologies Inc. dated September 25, 2000.

 10.11        Consulting   Agreement   between   Warren  Blanck  and  Digi  Link
              Technologies Inc. dated September 25, 2000.

 10.12        Consulting   Agreement   between   William   Gale  and  Digi  Link
              Technologies, Inc. dated September 25, 2000.

 10.13        Consulting   Agreement   between   Frank  LoVerme  and  Digi  Link
              Technologies, Inc. dated September 25, 2000.

 10.14        Consulting   Agreement   between  Gerald  Warnero  and  Digi  Link
              Technologies, Inc. dated September 25, 2000.

 10.15        Consulting  Agreement  between  Christopher  Webster and Digi Link
              Technologies, Inc. dated September 25, 2000.

 10.16        Employment   Agreement   between   Peter   Jegou   and  Digi  Link
              Technologies, Inc. dated September 22, 2000.

                                       37
<PAGE>

 10.17        Installment  Note  dated  February  21,  2001  between  Digi  Link
              Technologies, Inc. (Holder) and Frank Rovito (Payor) for $52,000.

 10.18        Installment  Note  dated  February  21,  2001  between  Digi  Link
              Technologies,  Inc,  (Holder)  and  Ronald  Pilatsky  (Payor)  for
              $52,000.

 10.19        Installment  Note  dated  February  21,  2001  between  Digi  Link
              Technologies  Inc.  (Holder)  and John  Kulina,  Jr.  (Payor)  for
              $52,000.

 10.20        Pledge  Agreement  dated February 21, 2001 between Peter Jegou and
              Digi Link Technologies,  Inc. securing a promissory note issued by
              Ronald Pilatsky in the sum of $52,000  relating to the exercise of
              an option to purchase certain common stock.

 10.21        Pledge  Agreement  dated February 21, 2001 made by Peter Jegou and
              Digi Link  Technologies,  Inc. a  promissory  note issued by Frank
              Rovito in the sum of $52,000 relating to the exercise of an option
              to purchase certain common stock.

 10.22        Pledge  Agreement  dated February 21, 2001 made by Peter Jegou and
              Digi Link  Technologies,  Inc. a  promissory  note  issued by John
              Klulina,  Jr. in the sum of $52,000 relating to the exercise of an
              option to purchase certain common stock.

 10.23        Business consulting agreement dated February 21, 2001 between Digi
              Link Technologies, Inc. and Frank Rovito

 10.24        Business consulting agreement dated February 21, 2001 between Digi
              Link Technologies, Inc. and John Kulina, Jr.

 10.25        Business consulting agreement dated February 21, 2001 between Digi
              Link Technologies, Inc. and Ronald Pilatsky

 10.26        Outline of Investor Relations Program with Yes International dated
              March 23, 2001.

 10.27        220-222 MHz SMR System Purchase and License  Assignment  Agreement
              between  Digi  Link  Technologies  and   Communications   Concepts
              effective on January 21, 2001 (the "Agreement") to purchase all of
              Communication   Concepts   interest  in  and  to  various   mobile
              communications  radio  systems  and  licenses  operating  or to be
              operated in the 220-222 MHz band.

                                       38
<PAGE>

 10.28        An 8% demand note whose  maturity  dated is September  2004 in the
              principal  amount of 150,000  issued by Future Com South  Florida,
              Inc.,   (now   known   as  Digi   Link   Technologies,   Inc.)  to
              Communications Concepts, Inc. dated September 1999.

 10.29        An 8% demand note whose  maturity  dated is September  2004 in the
              principal  amount of 150,000  issued by  Uni-Call  Communications,
              Inc. (now known as Digi Link Technologies, Inc.) to Communications
              Concepts, Inc. dated September 1999.

____________________________



    (1) Filed as an exhibit to the  Company's  Registration  Form 10-SB filed on
        August 26, 1999 and incorporated herein by this reference.

    (2) Filed,  on March 28, 2000, as an exhibit to the Company's  Annual Report
        on Form 10-KSB for the Calendar year ended December 31, 1999.

    (3) Filed as an exhibit to the Company's  Definitive  Information  Statement
        Form 14C on January 9, 2001.

    (4) Filed as an exhibit to the  Company's  Current  Report Form 8-K filed on
        February 28, 2001.

                                       39
<PAGE>

                                   SIGNATURES


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

                                          Digi Link Technologies, Inc.


                                          By:/s/ Peter J. Jegou
                                          ---------------------
                                                 Peter J. Jegou, President/CEO

Date: March 29, 2001

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


Date               Signature                                 Title


March 29, 2001     By:/s/ Peter J. Jegou         President/CEO and Director
                   ---------------------
                          Peter J. Jegou

March 29, 2001     By:/s/ Leonard Berg        Secretary, Treasurer and Director
                   -------------------
                          Leonard Berg

                                       40
<PAGE>
                            IR OPERATING CORPORATION
                          (A Development Stage Company)

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 2000,
                       PERIOD JANUARY 10, 1999 (INCEPTION)
                          THROUGH DECEMBER 31, 1999 AND
                  CUMULATIVE FROM JANUARY 10, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2000




                          INDEX TO FINANCIAL STATEMENTS


                                                                      Page

Independent auditors' report                                          F-2

Balance sheets                                                        F-3

Statements of operations                                              F-4

Statement of stockholders' deficiency                                 F-5

Statements of cash flows                                              F-6

Notes to financial statements                                         F-7 - F-11

<PAGE>

                          Independent Auditors' Report


Board of Directors and Stockholders
IR Operating Corporation


     We have audited the accompanying balance sheets of IR Operating Corporation
(a development  stage company) as of December 31, 2000 and 1999, and the related
statements of operations,  stockholders'  deficiency and cash flows for the year
ended  December  31,  2000,  the period  January  10, 1999  (inception)  through
December  31, 1999 and  cumulative  from  January 10, 1999  (inception)  through
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

     We conducted our audits 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  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of IR Operating Corporation as
of December 31, 2000 and 1999,  and the results of its  operations  and its cash
flows for the year  ended  December  31,  2000,  the  period  January  10,  1999
(inception)  through  December  31,  1999 and  cumulative  for  January 10, 1999
(inception)  through December 31, 2000 in conformity with accounting  principles
generally accepted in the United States of America.

     The accompanying  financial  statements have been prepared assuming that IR
Operating  Corporation will continue as a going concern.  As discussed in Note 1
to the financial  statements,  IR Operating  Corporation has suffered continuing
losses and has negative working capital.  These factors raise  substantial doubt
regarding  its  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 1. The financial  statements
do  not  include  adjustments  that  might  result  from  the  outcome  of  this
uncertainty.

     As discussed in Note 12 to the financial  statements,  in February 2001 the
Company  entered into  agreements to be acquired by a third party and to dispose
of its operating assets and liabilities.



                                                /s/ Holtz Rubenstein & Co., LLP
                                                    HOLTZ RUBENSTEIN & CO., LLP


Melville, New York
January 31, 2001 (except for Note 12,
     as to which the date is February 2, 2001)

                                       F-2
<PAGE>

                            IR OPERATING CORPORATION
                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>



                                                                          December 31,
                                                           -----------------------------------
       ASSETS                                                      2000                  1999
                                                           -------------        --------------
<S>                                                        <C>                  <C>

   CURRENT ASSETS:
     Cash                                                  $     15,867         $       4,551
     Prepaid expenses                                            38,057                30,057
                                                           -------------        --------------
       Total current assets                                      53,924                34,608

   PROPERTY AND EQUIPMENT (Note 3)                              106,918                     -

   PATENTS (Note 4)                                              68,319                67,641
                                                           -------------        --------------
                                                           $    229,161         $     102,249
                                                           =============        ==============
   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

   CURRENT LIABILITIES:
     Accounts payable and other current liabilities        $     33,894         $      18,467
     Accrued compensation                                       171,000                71,000
     Loan payable - stockholder (Note 5)                        454,000               328,000
                                                           -------------        --------------
       Total current liabilities                                658,894               417,467
                                                           -------------        --------------
   COMMITMENTS (Note 9)

   STOCKHOLDERS' DEFICIENCY:  (Note 7)
     Common stock, par value $.001 per share;
       authorized 200,000,000 shares, issued and
       outstanding 5,196,851 and 5,033,128 shares                5,197                 5,033
     Preferred stock, par value $.001; authorized
       5,000,000 shares; 0 issued and outstanding                    -                     -
     Additional paid-in capital                                488,233               312,967
     Deficit accumulated during the development stage         (923,163)             (633,218)
                                                           -------------        --------------
                                                              (429,733)             (315,218)
                                                           -------------        --------------
                                                           $   229,161          $    102,249
                                                           =============        ==============

</TABLE>

                        See notes to financial statements

                                       F-3
<PAGE>

                            IR OPERATING CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                              Cumulative
                                                                         Period                  from
                                                                       January 10,            January 10,
                                                                          1999                   1999
                                                   Year                (Inception)            (Inception)
                                                   Ended                 through                through
                                                December 31,           December 31,           December 31,
                                                   2000                   1999                   2000
                                                ------------           ------------           -------------
<S>                                             <C>                    <C>                    <C>
REVENUES                                        $    46,140            $        -             $    46,140
                                                ------------           ------------           -------------
EXPENSES: (Notes 5, 6, 8, 9 and 11)
   Cost of sales                                     32,404                     -                  32,404
   Organization and merger costs                          -               347,905                 347,905
   Loss on aborted acquisition                            -               122,114                 122,114
   General and administrative                       229,188               154,349                 383,537
   Rent expense                                      64,000                     -                  64,000
   Other income                                     (10,000)                    -                 (10,000)
   Interest expense                                  20,493                 8,850                  29,343
                                                    336,085               633,218                 969,303
                                                ------------           ------------           -------------
NET LOSS                                        $  (289,945)           $ (633,218)            $  (923,163)
                                                ============           ============           =============

NET LOSS PER SHARE (NOTE 7)                     $      (.06)           $     (.13)            $      (.19)
                                                ============           ============           =============
WEIGHTED AVERAGE NUMBER
   OF SHARES OF COMMON
   STOCK OUTSTANDING                              5,147,966             4,758,341               4,955,851
                                                ============           ============           =============
</TABLE>




                        See notes to financial statements

                                       F-4
<PAGE>

                            IR OPERATING CORPORATION
                          (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                 (Notes 6 and 7)

<TABLE>
<CAPTION>



                                                       Common Stock         Preferred Stock
                                                       200,000,000 Shares   5,000,000 Shares               Deficit
                                     Common Stock      $.001 Par Value        $.001 Par Value              Accumulated
                                     --------------------------------------------------------- Additional  During the
                                             Par                    Par                 Par    Paid-in     Development
                                   Shares    Value     Shares       Value   Shares      Value  Capital     Stage             Total
                                   -------------------------------------------------------------------------------------------------
<S>                                <C>     <C>         <C>        <C>       <C>      <C>      <C>          <C>          <C>

BALANCE, January 10, 1999              -   $     -         -      $    -        -    $  -     $       -    $        -   $       -

Common stock issued for cash       1,000    300,000        -           -        -       -             -             -       300,000

Common stock shares issued for
   acquisition of Fox Group
   Enterprises, Inc.              (1,000)  (300,000)   7,838,102   7,838        -       -        292,162            -            -

Common stock issued to consultants     -         -     1,062,230   1,062        -       -         16,938            -        18,000

Stock reversion                        -         -    (3,867,204) (3,867)       -       -          3,867            -            -

Net loss                               -         -         -        -           -       -             -      (633,218)     (633,218)
                                   -------------------------------------------------------------------------------------------------
BALANCE, December 31, 1999             -         -     5,033,128   5,033        -       -        312,967     (633,218)     (315,218)

Common stock issued for cash           -         -       163,723     164        -       -        175,266            -       175,430

Net loss                               -         -         -        -           -       -             -      (289,945)     (289,945)
                                   -------------------------------------------------------------------------------------------------
BALANCE, December 31, 2000             -   $     -     5,196,851  $5,197        -    $  -     $  488,233   $ (923,163)  $  (429,733)
                                   =================================================================================================
</TABLE>



                        See notes to financial statements

                                       F-5
<PAGE>

                            IR OPERATING CORPORATION
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                Cumulative
                                                                                  Period           from
                                                                                 January 10,     January 10,
                                                                                   1999            1999
                                                                   Year         (Inception)     (Inception)
                                                                   Ended          through         through
                                                                December 31,    December 31,    December 31,
                                                                   2000            1999            2000
                                                                -------------   -------------   -------------
<S>                                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                     $   (289,945)   $   (633,218)   $   (923,163)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Loss incurred in merger transaction                                 -         200,000         200,000
       Non-cash compensation                                               -          18,000          18,000
       Changes in operating assets and liabilities:
         (Increase) in assets:
           Prepaid expenses                                           (8,000)        (30,057)        (38,057)
         Increase in liabilities:
           Accounts payable and other current
              liabilities                                             15,427          18,467          33,894
           Accrued compensation                                      100,000          71,000         171,000
                                                                -------------   -------------   -------------
       Net cash used in operating activities                        (182,518)       (355,808)       (538,326)
                                                                -------------   -------------   -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net cash used in business acquisition                                   -        (200,000)       (200,000)
   Acquisition of property and equipment                            (106,918)              -        (106,918)
   Acquisition of intangible assets                                     (678)        (67,641)        (68,319)
                                                                -------------   -------------   -------------
       Net cash used in investing activities                        (107,596)       (267,641)       (375,237)
                                                                -------------   -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loan payable - stockholder                          126,000         328,000         454,000
   Proceeds from issuance of common stock                            175,430         300,000         475,430
                                                                -------------   -------------   -------------
       Net cash provided by financing activities                     301,430         628,000         929,430
                                                                -------------   -------------   -------------
Net increase in cash and cash equivalents                             11,316           4,551          15,867

Cash and cash equivalents at beginning of period                       4,551               -               -
                                                                -------------   -------------   -------------
Cash and cash equivalents at end of period                      $     15,867    $      4,551    $     15,867
                                                                =============   =============   =============
</TABLE>



                        See notes to financial statements

                                       F-6
<PAGE>

                            IR OPERATING CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                        YEAR ENDED DECEMBER 31, 2000 AND
                       PERIOD JANUARY 10, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2000


1.   Nature of Operations:

     The Company has been in the development stage since inception. IR Operating
Corporation's (the "Company")  financial  statements for the year ended December
31, 2000 have been  prepared on a going  concern  basis which  contemplates  the
realization of assets and the settlement of liabilities  and  commitments in the
normal  course of  business.  The Company  incurred a net loss of  approximately
$923,000 for the period January 10, 1999  (inception)  through December 31, 2000
and has negative working capital of $605,000 at December 31, 2000. Subsequent to
December 31, 2000,  the Company  entered into  agreements  to (i) be acquired by
another company and (ii) dispose of essentially all of its operating assets.


2.   Summary of Significant Accounting Policies:

     a. Statement of cash flows

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

     b. 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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

     c. Organization costs

     The Company expenses  organization  costs as incurred.  Organization  costs
incurred in the period January 10, 1999  (inception)  through  December 31, 1999
approximated $130,000.

     d. Income taxes

     Deferred tax assets and  liabilities  are  determined  based on differences
between  financial  reporting and tax bases of assets and  liabilities,  and are
measured  using the  enacted  tax rates and laws that will be in effect when the
differences  are expected to reverse.  At December  31,  2000,  the deferred tax
assets  relating  to  the  Company's  net  operating  loss   carryforwards   and
organization costs were fully reserved.

     e. Comprehensive income (loss)

     Other comprehensive income refers to revenues,  expenses,  gains and losses
that under  accounting  principles  generally  accepted in the United  States of
America are included in comprehensive income but are excluded from net income as
these amounts are recorded  directly as an adjustment to  stockholders'  equity.
Comprehensive loss was equivalent to net loss for all periods presented.

                                       F-7
<PAGE>


2.   Summary of Significant Accounting Policies: (Cont'd)

     f. Revenue recognition

     The Company recognizes revenue upon shipment of the product (ground plastic
waste).


3.   Property and Equipment:

     Property  and  equipment at December 31, 2000  consists  principally  of an
in-process  plastic  grinding  production line.  Approximately  $48,000 of labor
costs  related to the  construction  of this line were  capitalized  in the year
ended December 31, 2000.


4.   Patents:

     During  1999,  the  Company  acquired  the  rights to certain  patents  for
plastics technology for aggregate consideration  approximating $68,000. The cost
of these patents will be charged to operations over their estimated useful lives
(15 years) commencing with the Company's start of operations.


5.   Loan Payable - Stockholder:

     As of December 31, 2000,  the Company has borrowed an aggregate of $454,000
from  an  officer/stockholder  and  his  family.  The  loans  are  evidenced  by
promissory notes with interest accruing at the rate of 5.5% per annum.


6.   Merger Agreement:

     On March 29, 1999, Atlantic Medical Corporation  ("Atlantic") acquired 100%
of the  issued  and  outstanding  common  stock of Fox Group  Enterprises,  Inc.
("Fox") making Fox a wholly-owned subsidiary of Atlantic. Under the terms of the
merger  agreement,  the  holders  of Fox were  issued  7,441,700  shares  of the
Company's  common stock. An additional  1,062,230 shares of common stock (valued
at $18,000) were issued to consultants in connection with the  transaction.  The
pre-merger shareholders of Atlantic were paid $200,000 by Fox.

     In connection  with the  non-attainment  of certain  conditions,  effective
September 29, 1999, the Fox holders returned 3,867,204 shares of common stock to
the Company and  cancelled  and an  additional  750,000  shares  reverted to the
Atlantic shareholders.

     Although in the form of a merger,  the  transaction  is, in  substance,  an
acquisition  of Atlantic by Fox.  Atlantic and Fox  stockholders  agree that all
issued  and  outstanding  shares of common  stock of Fox,  equal to one  hundred
percent (100%),  shall be exchanged with Atlantic for  approximately  84% of the
common stock of Atlantic. Stockholders represent and warrant that they will hold
such shares of  Atlantic  for  investment  purposes  and not for further  public
distribution. These shares will be appropriately restricted.

     Subsequent  to December 31, 2000,  the notes were  exchanged for notes with
new terms (see Note 12).

     The excess of the consideration  paid over the fair value of the net assets
received was charged to operations in the period ended December 31, 1999.


                                       F-8
<PAGE>


6.   Merger Agreement:  (Cont'd)

     Prior to the closing of the merger agreement  unanimous written consent was
received  by  Atlantic's  directors  and a majority of  Atlantic's  shareholders
approved Atlantic changing its name to "IR Operating Corporation".


7.   Stockholders' Equity:

     a. Capitalization

     Pursuant to an amendment of the Company's certificate of incorporation, the
Company has authorized  200,000,000  shares,  par value $0.001, of common stock.
The common stock has one vote per share, with no cumulative voting. There are no
pre-emptive  rights,  no  conversion  rights,  no  preferences,   no  redemption
provision,  no sinking fund  provisions  or any  liability  for further calls or
assessments.  There are no stated  liquidation  rights other than those that may
exist under Delaware law.

     The Company has authorized  5,000,000 shares, par value $0.001 of preferred
stock.  Shares of preferred  stock may be issued in such classes or series,  and
may have such voting  powers,  full or limited,  or no voting  powers,  and such
designations, preferences and relative, participating, optional or other special
rights  and  qualifications,  or  restrictions  thereof,  shall  be  stated  and
expressed in the Articles of  Incorporation or of any amendment  thereto,  or in
the resolution or  resolutions  providing for the issue of such stock adopted by
the Board of Directors pursuant to the authority which is expressly vested in it
by the provisions thereof.

     b. Net loss per share

     Statement of Financial  Accounting  Standards No. 128, "Earnings Per Share"
(SFAS No. 128) requires dual  presentation  of basic and diluted EPS.  Basic EPS
excludes  dilution  and is computed by dividing  net income  available to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the  potential  dilution that could occur if stock
options or convertible securities were exercised or converted into common stock.

     Contingently  issuable  and issued  shares are  excluded  from the weighted
average number of shares  outstanding  until all necessary  conditions have been
satisfied at the end of the reporting  period.  The 3,867,204  shares subject to
reversion to the Company (Note 6) were excluded from the EPS computation for the
periods January 10, 1999  (inception)  through December 31, 1999 and January 10,
1999 (inception) through December 31, 2000.

     Basic and diluted loss per share amounts were equivalent for the period.

     c. Stock option plan

     The  Company  has adopted a  non-qualified  option  plan (the "1999  Plan")
covering 3,000,000 shares of common stock of the Company. Options under the Plan
are granted at terms set by the Board of Directors  at the time of issuance.  As
of December 31, 2000,  85,000 options have been granted to consultants under the
1999 Plan.


8.   Loss on Aborted Acquisition:

     During the period January 10, 1999  (inception)  through December 31, 1999,
the Company incurred charges to operations of approximately $122,000 relating to
an aborted acquisition of assets.

                                      F-9
<PAGE>

9.   Commitments:

     a. Employment agreement

     In April 1999 the Company  entered  into a five year  employment  agreement
with an officer which provides for a minimum annual salary of $100,000.

     b. Consulting agreement

     The Company is party to a five year  agreement  with an outside  consultant
which becomes  effective  upon the Company's  commencement  of  operations.  The
agreement  provides  for minimum  annual  compensation  of $100,000 in the first
year, with annual 10% increases thereafter.  Additional increases will be earned
in the event the Company meets certain  operating  thresholds.  In the event the
Company  generates annual revenues from its plastic  processing  technology,  in
excess of $1 million,  the consultant shall be granted options to acquire 10,000
shares of common stock at an exercise price equal to the current market value.

     In  consideration  for a covenant  not to  compete  with the  Company,  the
consultant  will be entitled to receive  25,000  shares of common stock upon the
Company's commencement of operations.

     c. Litigation

     The Company is involved in various lawsuits and other matters incidental to
its business. In the opinion of management,  the ultimate  liabilities,  if any,
resulting from such lawsuits and claims will not materially affect the financial
position of the Company.

     d. Lease agreement

     On March  1,  2000,  the  Company  entered  into a lease  agreement  for an
operating  facility.  The  agreement,  with an  initial  term of twelve  months,
provides  for an  annual  rent,  including  real  estate  taxes  and  insurance,
approximating  $72,000,  payable in monthly  installments.  The  Company  leases
another facility on a month-by-month basis.


10.  License Agreement:

     The Company entered into an agreement to license its patented technology to
a third  party.  The Company is entitled to future  compensation  in the form of
license  payments,  commencing  when the licensee  reaches  certain  performance
levels,  and royalty  payments  based on sales volume.  The Company will provide
technical support for which it will be compensated for its direct costs.


11.  Supplemental Information Statement of Cash Flows:

     No cash  payments  for  interest or income  taxes were made during the year
ended  December 31,  2000 and the period  January 10, 1999  (inception)  through
December 31, 1999.

     The raw  materials  processed  during  2000 were  donated to the Company by
unrelated third parties at no cost.





                                      F-10
<PAGE>


12.  Subsequent Events:

     In February 2001 the Company acquired Digi Link  Technologies,  Inc. ("Digi
Link"),  a  communications  company.  The  holders of Digi Link  stock  received
95,000,000  shares  of IR  Operating  common  stock.  Although  in the form of a
merger,  the transaction is, in substance,  an acquisition of IR by Digi Link as
the control of IR will transfer from the  management of IR to the  management of
Digi Link.

     Concurrent with the merger, the Company transferred  essentially all of its
operating assets and liabilities to an  officer/shareholder.  Consideration will
consist of 825,000 shares of the Company's  post-merger  common stock.  Further,
two other officer/shareholders contributed 390,000 shares of common stock to the
Company for no consideration.

     In addition, on February 2, 2001 an officer/shareholder  exchanged $440,000
of  existing  promissory  notes for a new note (the "New  Note").  The New Note,
bearing  interest  at 8% per annum,  is payable  $125,000  on  February 2, 2001,
$50,000 on March 15,  2001,  $50,000 on  June 15,  2001,  and the balance due in
twelve equal monthly installments commencing July 1, 2001.



                                      F-11
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


Number        Exhibit Description                                                       Page
<S>           <C>                                                                       <C>
  3.4         Certificate of Merger and name change filed February 2, 2001.               3

 10.5         6 month 8% Note dated February 2, 2001 in the principal  amount of          5
              $440,000  in favor of Murray  Fox to  evidence  monies  previously
              advanced  by Mr.  Fox to the  Company  and owed to Mr.  Fox by the
              Company.

 10.6         Asset  Purchase  Agreement  dated January 31, 2001 between Mr. Fox          8
              and the Company relating to the recycling assets.

 10.7         Leakout  Agreements  dated  February  2,  2001  with  Murray  Fox,         13
              Anthony, Conte, David Katz.

 10.8         220-222 MHz License Purchase and Assignment Agreement between Digi         16
              Link Technologies, Inc. and Advanced Business Communications,  LLC
              effective  on  (the  "Agreement")  to  purchase  all  of  Advanced
              Business Communication's interest in and to: (i) twenty-six mobile
              communications  radio licenses  operating or to be operated in the
              220-222 MHZ band.

 10.9         System and Satellite Maintence System (the "Agreement")  effective         23
              as of  the  ____  day of  January,  2001,  between  Communications
              Consulting, Inc., Digi Link Technologies,  Inc., Advanced Business
              Concepts,  LLC,  William  Gale  ("Gale"),  and  Warren  Blanck for
              acquisition  of  Specialized  Mobile Radio  ("SMR")  Systems and a
              series of licenses including a Satellite License.

 10.10        Consulting   Agreement   between   Leonard   Berg  and  Digi  Link         38
              Technologies Inc. dated September 25, 2000.

 10.11        Consulting   Agreement   between   Warren  Blanck  and  Digi  Link         41
              Technologies Inc. dated September 25, 2000.

 10.12        Consulting   Agreement   between   William   Gale  and  Digi  Link         44
              Technologies, Inc. dated September 25, 2000.

 10.13        Consulting   Agreement   between   Frank  LoVerme  and  Digi  Link         47
              Technologies, Inc. dated September 25, 2000.

 10.14        Consulting   Agreement   between  Gerald  Warnero  and  Digi  Link         50
              Technologies, Inc. dated September 25, 2000.

 10.15        Consulting  Agreement  between  Christopher  Webster and Digi Link         53
              Technologies, Inc. dated September 25, 2000.

 10.16        Employment   Agreement   between   Peter   Jegou   and  Digi  Link         56
              Technologies, Inc. dated September 22, 2000.

                                        1
<PAGE>

 10.17        Installment  Note  dated  February  21,  2001  between  Digi  Link         62
              Technologies, Inc. (Holder) and Frank Rovito (Payor) for $52,000.

 10.18        Installment  Note  dated  February  21,  2001  between  Digi  Link         63
              Technologies,  Inc,  (Holder)  and  Ronald  Pilatsky  (Payor)  for
              $52,000.

 10.19        Installment  Note  dated  February  21,  2001  between  Digi  Link         64
              Technologies  Inc.  (Holder)  and John  Kulina,  Jr.  (Payor)  for
              $52,000.

 10.20        Pledge  Agreement  dated February 21, 2001 between Peter Jegou and         65
              Digi Link Technologies,  Inc. securing a promissory note issued by
              Ronald Pilatsky in the sum of $52,000  relating to the exercise of
              an option to purchase certain common stock.

 10.21        Pledge  Agreement  dated February 21, 2001 made by Peter Jegou and         68
              Digi Link  Technologies,  Inc. a  promissory  note issued by Frank
              Rovito in the sum of $52,000 relating to the exercise of an option
              to purchase certain common stock.

 10.22        Pledge  Agreement  dated February 21, 2001 made by Peter Jegou and         72
              Digi Link  Technologies,  Inc. a  promissory  note  issued by John
              Klulina,  Jr. in the sum of $52,000 relating to the exercise of an
              option to purchase certain common stock.

 10.23        Business consulting agreement dated February 21, 2001 between Digi         76
              Link Technologies, Inc. and Frank Rovito.

 10.24        Business consulting agreement dated February 21, 2001 between Digi         78
              Link Technologies, Inc. and John Kulina, Jr.

 10.25        Business consulting agreement dated February 21, 2001 between Digi         79
              Link Technologies, Inc. and Ronald Pilatsky.

 10.26        Outline of Investor Relations Program with Yes International dated         81
              March 23, 2001.

 10.27        220-222 MHz SMR System Purchase and License  Assignment  Agreement         84
              between  Digi  Link  Technologies  and   Communications   Concepts
              effective on January 21, 2001 (the "Agreement") to purchase all of
              Communication   Concepts   interest  in  and  to  various   mobile
              communications  radio  systems  and  licenses  operating  or to be
              operated in the 220-222 MHz band.

 10.28        8% demand note whose  maturity  dated is September  2004 in the            90
              principal  amount of 150,000  issued by Future Com South  Florida,
              Inc.,   (now   known   as  Digi   Link   Technologies,   Inc.)  to
              Communications Concepts, Inc. dated September 1999.

 10.29        8% demand  note  whose  maturity  dated is  September  2004 in the         91
              principal  amount of 150,000  issued by  Uni-Call  Communications,
              Inc. (now known as Digi Link Technologies, Inc.) to Communications
              Concepts, Inc. dated September 1999.
</TABLE>

                                        2