<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

|X|   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the quarterly period ended December 31, 1998

|_|   Transition report pursuant to Section 13 or 15(d) of the Exchange Act

For the transition period from _________________ to _________________

Commission file number 000-25205

                                   CELLPOINT INC.
                      (formerly TECHNOR INTERNATIONAL, INC.)
                       ------------------------------------
        (Exact name of small business issuer as specified in its charter)

              NEVADA                                   52-2032380
              ------                                   ----------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)

                 SOFIELUNDSVAGEN 4, S-191 47, SOLLENTUNA, SWEDEN
                 -----------------------------------------------
                    (Address of principal executive offices)

                                011-468-594-74900
                                -----------------
                (Issuer's telephone number, including area code)

                              TECHNOR INTERNATIONAL, INC.
                   SATRAANGSVAGEN 88, S-182 37, DANDERYD, SWEDEN
           -----------------------------------------------------------
               (Former name, former address and former fiscal year,
                          if changed since last report)

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

Yes |_|   No |X|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

      Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court.

Yes |_|   No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: AS OF SEPTEMBER 30, 1999:
7,440,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE.

      Transitional Small Business Disclosure Format (check one):

Yes |_|   No |X|
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

            The financial statements for the Company's fiscal quarter ended
December 31, 1998 are attached to this Report, commencing at page F-1.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

            On October 4, 1999, Technor International, Inc. changed its name
to "CellPoint Inc." CellPoint Inc., and its subsidiaries, CellPoint Systems
AB and CellPoint Systems S.A. (Pty) Ltd., are development stage companies and
are collectively referred to as the "Company". The Company has limited
operating history upon which an evaluation of the Company's prospects can be
made. The Company's prospects must be considered keeping in mind the risks,
expenses, and difficulties frequently encountered in the establishment of a
new business in an ever changing industry and the research, development,
manufacture, distribution, and commercialization of technology, procedures,
and products and related technologies. There can be no assurance that
unanticipated technical or other problems will not occur which would result
in material delays in product commercialization or that the efforts of the
Company will result in successful product commercialization. There can be no
assurance that the Company will be able to achieve profitable operations.

            The report of the Company's independent accountants, BDO
International AB, on the Company's financial statements for the fiscal years
ended June 30, 1998 and June 30, 1999 includes a statement that the Company
is a development stage company, with no revenues, which has sustained losses
from operations since inception. The auditors have stated that there is
substantial doubt about the ability of the Company to continue as a going
concern. Investors in the Company's shares should review carefully the report
of BDO International AB. There can be no assurances that the Company will be
able to continue as a going concern.

            Except for historical information, the material contained in this
Management's Discussion and Analysis or Plan of Operation is forward-looking.
This discussion includes, in addition to historical information, forward-looking
statements, which involve risks and uncertainties. The Company's actual results
could differ materially from the results discussed in the forward-looking
statements. These risks and uncertainties include the rate of market development
and acceptance of positioning technology, the unpredictability of the Company's
sales cycle, the limited revenues and significant operating losses generated to
date, and the possibility of significant ongoing capital requirements. For the
purposes of the safe harbor protection for forward-looking statements provided
by the Private Securities Litigation Reform Act of 1995, readers are urged to
review the list of certain important factors set forth in "Cautionary Statement
for Purposes of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995".

            For purposes of the discussion contained herein, all information
is reported on a consolidated basis for the Company and its wholly-owned
subsidiaries.
<PAGE>

RESULTS OF OPERATIONS

FISCAL QUARTER ENDED DECEMBER 31, 1998

            The Company commenced operations in February 1997. The Company has
had no commercial revenues to date and has relied solely upon proceeds from the
sale of its securities to fund its operations.

            During the Company's fiscal quarter ended December 31, 1998, the
Company funded its operations out of proceeds from equity offerings. For the
fiscal quarter ended December 31, 1998, the Company incurred a net loss of
($526,097), as compared to a net loss of ($34,426) during the fiscal quarter
ended December 31, 1997.

            During the second fiscal quarter, the Company had total operating
expenses of $534,797, which represents a significant increase over $32,426 of
operating expenses during the comparable quarter in 1997. This increase resulted
from the Company's efforts in acquiring the technology and expanding its
operations to achieve commercialization of the technology. The Company also
earned income of $8,100 from the investment of the proceeds of the equity
offerings it concluded earlier in 1998.

            The average cash spending per month between July and December, 1998
was approximately $89,000, consisting of salaries (approximately $47,000),
facilities overhead (approximately $9,000), marketing and selling expenses
(approximately $12,000), professional services (approximately $18,000) and
depreciation ($3,000).

            The number of employees at December 31, 1998 was eleven, up from
seven at the June 30, 1998 fiscal year-end.

SIX MONTHS ENDED DECEMBER 31, 1998

            For the six-month period ended December 31, 1998, the Company did
not have any revenues from commercial operations. The Company incurred a loss of
($810,348) for such six-month period, as compared to a loss of ($67,438) for the
six months ended December 31, 1997. Selling, general and administrative expenses
were $789,320, including depreciation expense of $18,443 during the six months
ended December 31, 1998. For the six months ended December 31, 1997, selling,
general and administrative expenses were $67,438, and there was no depreciation
expense.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED JUNE 30, 1998

            In March 1997, the Company sold 500,000 shares of its Common Stock
at US$0.20 per share pursuant to Rule 504 of Regulation D under the Securities
Act of 1933, as amended (the "Securities Act"). The Company received gross
proceeds of $100,000 from such offering. During the period from the commencement
of operations until June 1997, the end of the Company's first fiscal year, the
Company spent approximately $40,100. This amount was spent for general and
administrative purposes, including the costs of setting up offices.

            In February 1998, the Company sold 715,000 shares of its Common
Stock at US$1.25 per share,

                                     -2-
<PAGE>

pursuant to Rule 504 of Regulation D under the Securities Act. The Company
received gross proceeds of $893,750 from such offering. In June 1998, the
Company sold 775,000 shares of its Common Stock at US $4.00 per share, pursuant
to Regulation S under the Securities Act. All such shares were sold to "non-U.S.
Persons" as defined in Regulation S. The Company received gross proceeds of
$3,100,000 from such offering.

            At June 30, 1998, the Company had $7,272,737 in current assets. Cash
and cash equivalents amounted to $764,603. The Company also had $2,346,667 in
subscriptions receivable from its Regulation S offering, which subscriptions
were subsequently paid during the first fiscal quarter of 1999. The Company also
had indebtedness to an employee of $151,554, and owed $250,000 to the
stockholders of Wasp in connection with the acquisition of the license from
Wasp.

            The Company's stockholders' equity was $10,713,334 at the end of
fiscal 1998, including an accumulated deficit of ($836,592).

FISCAL QUARTER ENDED DECEMBER 31, 1998

            At December 31, 1998, the end of the second quarter of
fiscal 1999, the Company had $5,937,270 in current assets. Cash and cash
equivalents amounted to $1,682,203. The increase in cash and cash equivalents
from June 30, 1998 is attributable to the receipt during the first fiscal
quarter of the subscriptions receivable in the amount of $2,226,667 from the
offering of shares pursuant to Regulation S.

            During the first six months of fiscal 1999, current assets
decreased as a result of the payment of accounts payable during the half.
Accounts payable decreased from $247,040 at June 30, 1998 to $126,912 at
December 31, 1998. The accounts payable which were paid during the period
include the payment of $250,000 to Wasp International (Pty) Ltd. in
connection with the acquisition of the technology, commissions payable from
the $3.1 million Regulation S financing in June ($155,000) and a repayment of
advances from an employee ($107,000).

            The Company's stockholders' equity was $10,022,623 at December 31,
1998, including an accumulated deficit of ($1,646,940).

            The Company will require additional cash to implement its business
strategies, including cash for (i) payment of increased operating expenses such
as salaries for additional employees; and (ii) further implementation of those
business strategies. Such additional capital may be raised through additional
public or private financings, as well as borrowings and other resources. To the
extent that additional capital is raised through the sale of equity or
equity-related securities, the issuance of such securities could result in
dilution to the Company's stockholders. No assurance can be given, however, that
the Company will have access to the capital markets in the future, or that
financing will be available on acceptable terms to satisfy the cash requirements
of the Company to implement its business strategies. The inability of the
Company to access the capital markets or obtain acceptable financing could have
a material adverse effect on the results of operations and financial conditions
of the Company. The Company may be required to raise substantial funds. If
adequate funds are not available, the Company may be required to curtail
operations significantly or to obtain funds through entering into arrangements
with collaborative partners or others that may require the Company to relinquish
rights to certain of its technologies or product candidates that the Company
would not otherwise relinquish. Assuming no revenues and slowly increased
spending,

                                     -3-
<PAGE>

the Company would need a cash injection by the end of calendar 1999 to
sustain operations. Management is expecting revenues from the Swedish
operations to commence by the end of calendar 1999, but there can be no
assurance as to when such operations will provide adequate cash to sustain
the Company's operations. If the Company decides to expand its business
faster, or to geographic areas outside of Europe, the Company will need to
raise further capital.

YEAR 2000 ISSUES

            The services of the CellPoint technology are based primarily on
technology developed by the South African company Wasp International (Pty)
Ltd. Wasp International, the original developers of the technology, issued a
Year 2000 compliance statement to the Company wherein it confirmed that all
software and hardware is millennium compliant.

            The CellPoint services to be offered to Swedish customers
initially will be contingent upon the supply of communications services and
basestation data from the Swedish telecommunications operator Tele2 AB
("Tele2"). Tele2 has issued a Year 2000 compliance statement to the Company
wherein it is confirmed that most of Tele2's systems are currently millennium
compliant. A limited number of Tele2's systems are not currently millennium
compliant, but these systems are scheduled to be millennium compliant by the
end of 1999. The Company has no reason to question the correctness of Tele2's
statement or the reasonableness of Tele2's time schedule.

            Any new supplier of vital goods and services to the Company and
subsidiaries will be requested to submit a millennium compliance statement
before the Company accepts the supplier as a supplier of goods and services to
the Company.

            During recent years, there has been significant global awareness
raised regarding the potential disruption to business operations worldwide
resulting from the inability of current technology to process properly the
change from the year 1999 to 2000. The Company is aware of the potential Year
2000 problem, and has undertaken a Year 2000 project to address the Company's
readiness and exposure to Year 2000 issues. The Year 2000 project addresses the
Company's products; internally used operating systems, software, and other
technology; and third party vendors and suppliers. Each of these areas is
discussed below.

            The Company believes that it has substantially identified and
resolved all potential Year 2000 problems with any of the products that it
develops and markets. In order to confirm its belief, the Company has
implemented an ongoing program to test its products for Year 2000 issues. The
Company believes that if any Year 2000 issues are identified, the Company will
be able to correct the problem with a minimal cost or time investment. However,
management also believes that it is not possible to determine with complete
certainty that all Year 2000 problems affecting the Company's products have been
identified or corrected due to the fact that these products interact with other
third party vendor systems not under the Company's control (see below). In
addition, the Company's evaluation is based on a limited number of actual
customer installations.

            The Company has conducted a process to identify all internally used
operating systems, software, and other technology that may be impacted by the
Year 2000 problem. This process is now substantially complete. For the
internally used operating systems, software, and technology the Company has
identified as material, the Company is assessing the Year 2000 exposure through
testing and vendor inquiry. Material operating systems, software, and other

                                     -4-
<PAGE>

technology deemed to be adversely affected by the Year 2000 problem will be
upgraded or replaced. The Company currently estimates the range of costs to
upgrade or replace systems it believes may be impacted by Y2K issues to be from
$50,000 to $150,000. In addition to operating systems, software, and other
technology, the operation of office and facilities equipment, such as fax
machines, photocopiers, telephone systems, security systems, elevators, and
other common devices may be affected by the Year 2000 problem.

            The Company has identified major suppliers and other third party
vendors integral to the operations of the Company's business. The Company will
initiate communications with those suppliers and third party vendors to assess
their readiness to deal with Year 2000 problems. As part of the Year 2000
project, the Company will identify alternative providers of products and
services deemed material to the Company's operations. However, the Company has
no control over and cannot predict the corrective actions of these third party
vendors and suppliers. The Company intends to arrange, to the extent available,
alternate supplier arrangements in the event a third party vender is materially
impacted by Y2K issues. While the Company expects that it will be able to
resolve any significant Year 2000 problems related to third party products and
services, there can be no assurance that it will be successful in resolving any
such problems. Any failure of these third party vendors and suppliers to resolve
Year 2000 problems with their systems in a timely manner could have a material
adverse effect on the Company's business, financial condition, and results of
operations.

            The discussions of the Company's efforts relating to Year 2000
compliance are forward-looking statements. The Company's ability to achieve Year
2000 compliance and the associated level of incremental costs could be adversely
impacted by, among other things, the availability and cost of programming and
testing resources, vendors' ability to modify proprietary software, and other
unanticipated problems. The failure to correct a material Year 2000 problem
could result in an interruption of certain normal business activities or
operations. Such failures could materially affect the Company's results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 problem, the Company is unable at this time to
determine those consequences. The Company believes that, with the completion of
the Year 2000 project as scheduled, the possibility of significant interruptions
of normal operations should be reduced or eliminated.

                                     PART II

                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            None.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

            None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            None.

                                     -5-
<PAGE>

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

            None.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a.    Exhibits

                  Exhibit 27      Financial Data Schedule

            b.    Reports on Form 8-K

                  None.

                                     -6-
<PAGE>
                                CELLPOINT INC.
                     (formerly TECHNOR INTERNATIONAL, INC.)

             Index to Consolidated Financial Statements (Unaudited)
                 for the Fiscal Quarter Ended December 31, 1998

Consolidated Balance Sheets                                                F-2

Consolidated Statements of Operations                                      F-3

Consolidated Statements of Stockholders' Equity                            F-4

Consolidated Statements of Cash Flows                                      F-7

Notes to Consolidated Financial Statements                                 F-9


                                       F-1
<PAGE>

      CELLPOINT INC. (formerly TECHNOR INTERNATIONAL INC.) AND SUBSIDIARY
                        (A Development Stage Company)

                         Consolidated Balance Sheet
                              (Amounts in US$)

<TABLE>
<CAPTION>
ASSETS                                          DECEMBER 31, 1998  JUNE 30, 1998
                                                   (UNAUDITED)       (AUDITED)
CURRENT ASSETS:
<S>                                                <C>             <C>
Cash and cash equivalents                          $  1,682,303    $    764,603
Stock subscription receivables                          126,548            --
Accounts and interest receivables                          --         2,346,667
Option for shares in Wasp                             4,050,000       4,050,000
Prepaid expenses                                         45,163          40,653
Other receivables                                        33,256          70,814
                                                   ------------    ------------
TOTAL CURRENT ASSETS                                  5,937,270       7,272,737

LONG-TERM ASSETS:
Investment in affiliate                               4,250,000       4,250,000

Machinery and equipment, net of depreciation of
$25,303 and $6,860                                      114,658         110,092
                                                   ------------    ------------
TOTAL LONG-TERM ASSETS                                4,364,658       4,360,092
                                                   ------------    ------------
TOTAL ASSETS                                       $ 10,301,928    $ 11,632,829
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accrued expenses and other current liabilities          152,393         270,901
ACCOUNTS PAYABLE                                        126,912         247,040
DUE TO SHAREHOLDERS                                        --           250,000
OTHER CURRENT LIABILITIES                                  --           151,554
                                                   ------------    ------------
TOTAL CURRENT LIABILITIES                               279,305         919,495
TOTAL LIABILITIES                                       279,305         919,495
                                                   ------------    ------------
STOCKHOLDERS' EQUITY:
Preferred shares ($0.001 par value; 3,000,000              --              --
shares authorized, no shares issued)
Common stock ($0.001 par value; 22,000,000                7,440           6,665
shares authorized, 7,440,000 shares issued,
6,665,000 shares issued
ADDITIONAL PAID-IN CAPITAL                           11,662,123      11,662,123
CUMULATIVE TRANSLATION ADJUSTMENT                          --               363
Accumulated Deficit                                  (1,646,940)       (836,592)

LESS: SUBSCRIPTIONS RECEIVABLE (30,000 SHARES)             --          (120,000)
                                                                   ------------

TOTAL STOCKHOLDERS' EQUITY                           10,022,623      10,713,334

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                   $ 10,301,928    $ 11,632,829
                                                   ============    ============
</TABLE>


                                      F-2
<PAGE>

            CELLPOINT INC. (formerly TECHNOR INTERNATIONAL INC.) AND SUBSIDIARY
                          (A Development Stage Company)

                      Consolidated Statements of Operations
                                (Amounts in US$)

<TABLE>
<CAPTION>
                                                                                             Period from
                                                                                             February 28,
                                                                                                1997
                                 THREE MONTHS ENDED               SIX MONTHS ENDED           (inception)
                                 ------------------               ----------------             through
                              December        December        December        December       December 31,
                              31, 1998        31, 1997        31, 1998        31, 1997          1998
                             (unaudited)     (unaudited)     (unaudited)     (unaudited)     (unaudited)
                              ----------      ----------      ----------      ----------      ----------
<S>                           <C>             <C>             <C>             <C>             <C>
Sales, net                    $     --        $     --        $     --        $     --        $     --
Cost of sales                       --              --              --              --              --
Gross profit                        --              --              --              --              --

Selling, general and
administrative expenses         (524,727)        (32,426)       (789,320)        (67,438)      (1,642,722)
Depreciation and
amortization                     (10,070)           --           (18,443)           --            (25,168)
                              ----------      ----------      ----------      ----------      -----------
   TOTAL OPERATING
   EXPENSES                     (534,797)        (32,426)       (807,763)        (67,438)      (1,667,890)

Loss from operations            (534,797)        (32,426)       (807,763)        (67,438)      (1,667,890)
Other income (expense)             8,100            --            (2,585)           --             20,950
                              ----------      ----------      ----------      ----------      -----------
   NET LOSS BEFORE
   INCOME TAXES               $ (526,697)    $   (32,426)     $ (810,348)     $  (67,438)     $(1,646,369)
                              ----------      ----------      ----------      ----------      -----------
                              ----------      ----------      ----------      ----------      -----------

Net loss per share (basic
and diluted)                  $    (0.07)     $    (0.01)     $    (0.11)     $    (0.02)
                              ----------      ----------      ----------      ----------      -----------
                              ----------      ----------      ----------      ----------      -----------


Weighted average shares        7,440,000       4,000,000       7,440,000       4,000,000
outstanding (basic and
diluted)
</TABLE>


                                      F-3
<PAGE>

            CELLPOINT INC. (formerly TECHNOR INTERNATIONAL INC.) AND SUBSIDIARY
                          (A Development Stage Company)

           Consolidated Statements of Stockholders' Equity (unaudited)
                                (Amounts in US$)

<TABLE>
<CAPTION>
                           COMMON SHARES     COMMON SHARES TO BE   ADDITIONAL  DEFICIT       SUBSCRIP-   ACCUMULAT    TOTAL
                              ISSUED                ISSUED         PAID-IN     ACCUMULATED   TIONS       ED OTHER
                                                                   CAPITAL     DURING THE    RECEIVABLE  COMPREHEN
                                                                               DEVELOPMENT               SIVE
                                                                               STAGE                     INCOME
                                                                                                         (LOSS)
                        Number of  Amount   Number of   Amount
                        Shares     (par     Shares      (par value
                                   value                $0.001)
                                   $0.001)
<S>                     <C>       <C>      <C>         <C>        <C>         <C>           <C>         <C>          <C>
Balance, February 28,
1997 (inception)
Comprehensive income
(loss)
   Net loss                                                                         (24,021)                             (24,021)
   Other comprehensive
   income (loss)
   Currency translation                                                                                                ---------
   adjustment
Comprehensive loss for                                                                                                   (24,021)
fiscal year                                                                                                            ---------
April 1997-Share                              3,500,000  $   3,500                                                         3,500
subscription at par value


                                      F-4
<PAGE>

June 1997-Share                                 500,000        500     $98,262                                            98,762
subscription at ($0.20 per
share, net of offering
costs                    --------- --------   ---------     ------    - ------      -------     -------      -------   ---------

Balance, June 30, 1997                        4,000,000      4,000      98,262      (24,021)                              78,241
                         --------- --------   ---------     ------    - ------      -------     -------      -------   ---------

September 1997-Shares
issued                   4,000,000 $  4,000  (4,000,000)    (4,000)         --           --          --           --          --

Comprehensive income
(loss)
   Net loss                                                                        (812,571)                            (812,571)
   Other comprehensive
   income (loss)
   Currency translation                                                                                          363         363
   adjustment                                                                                                          ---------
Comprehensive loss for                                                                                                  (812,208)
fiscal year                                                                                                            ---------
January 1998-Share
subscription at $1.25 per
share, net of offering
costs                      715,000      715          --         --     855,535           --          --
May 1998-Shares in              --       --   1,950,000      1,950   7,798,050           --          --           --   7,800,000
connection with Wasp
acquisition
June 1998-Share                 --       --     775,000        775   2,910,276           --          --           --   2,911,051
subscription at $4.00 per
share, net of offering
costs
Subscriptions receivable,       --       --          --         --          --           --   $(120,000)          --    (120,000)
not yet paid
costs                    --------- --------   ---------     ------    - ------      -------     -------      -------   ---------
BALANCE, JUNE 30, 1998   4,715,000    4,715   2,725,000      2,725  11,662,123     (836,592)   (120,000)         363  10,713,334
costs                    --------- --------   ---------     ------    - ------      -------     -------      -------   ---------

                                      F-5
<PAGE>

1998-Shares issued       2,725,000    2,725  (2,725,000)    (2,725)         --           --          --           --         --

Comprehensive income
(loss)
   Net loss                                                                        (810,348)                            (810,348)
   Other comprehensive
   income (loss)
   Currency translation                                                                                         (363)       (363)
   adjustment
Comprehensive loss for                                                                                                  (810,711)
fiscal year
Subscriptions paid              --       --          --         --          --           --     120,000           --     120,000

Shares issued in                --       --                                              --          --           --
connection with
purchased technology
Shares issued in                --       --                                              --          --           --
connection with
marketing agreement
                         --------- --------   ---------     ------ -----------   ------------   -------      -------  -----------
BALANCE, DECEMBER 31,    7,440,000   $7,440         --         --  $11,662,123   $(1,646,940)        --           --  $10,022,623
1998
                         --------- --------   ---------     ------ -----------   ------------   -------      -------  -----------
</TABLE>


                                      F-6
<PAGE>

            CELLPOINT INC. (formerly TECHNOR INTERNATIONAL INC.) AND SUBSIDIARY
                          (A Development Stage Company)
                Consolidated Statements of Cash Flow (unaudited)
                                (Amounts in US$)

<TABLE>
<CAPTION>


                                                                Period from February
                                          SIX MONTHS ENDED      28, 1997 (inception)
                                      ------------------------         through
                                      December        December    DECEMBER 31, 1998
                                      31, 1998        31, 1997    -----------------
                                     (unaudited)     (unaudited)     (unaudited)
<S>                                   <C>              <C>           <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss                               (810,348)        (67,438)     (1,646,369)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Translation adjustment                   (1,113)           --              --
Depreciation                             18,443            --            25,168

CHANGES IN OPERATING
ASSETS AND LIABILITIES:
Subscription receivables              2,379,472            --          (126,548)
(Increase) Decrease in
prepaid expenses                        (34,020)           --           (45,163)
(Increase) Decrease in
other receivables                       (29,553)           --           (33,256)
Increase in accrued
expenses and other
current liabilities                    (462,299)           --           152,393
Increase (Decrease) in
accounts payable                       (119,418)           --           126,912

                                      ----------      ----------     -----------
NET CASH USED IN
OPERATING ACTIVITIES                    941,164         (67,438)     (1,546,863)
                                      ----------      ----------     -----------

CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of technology                     --              --              --


                                      F-7
<PAGE>

Purchase of shares in
subsidiary and affiliate                   --              --          (250,000)
Purchase of fixed assets                (23,464)           --          (123,459)
                                      ----------      ----------     -----------

NET CASH USED IN
INVESTING ACTIVITIES:                   (23,464)           --          (373,457)
                                      ----------      ----------     -----------

CASH FLOWS FROM
FINANCING ACTIVITIES:
Net proceeds from
issuance of shares                         --              --         1,920,320
                                      ----------      ----------     -----------

NET CASH PROVIDED BY
FINANCING ACTIVITIES:                 ----------      ----------     ----------
Increase in cash and cash
equivalents                             917,700         (67,438)      1,682,203
Cash and cash
equivalents, beginning of               764,603         103,700            --
period                                ----------      ---------      ----------


CASH AND CASH
EQUIVALENTS, END OF                   $1,682,303      $  36,262      $1,682,303
PERIOD:                               ----------      ---------      ----------
PERIOD:                               ----------      ---------      ----------

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-8
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      Basis of Presentation

NATURE OF REPORT. The consolidated balance sheet at the end of the preceding
fiscal year has been derived from the audited consolidated balance sheet
contained in the Company's Annual Report on Form 10-KSB, on file
with the Securities and Exchange Commission, and is presented for comparative
purposes.  All other financial statements are unaudited. In the opinion of
management, all adjustments, which include only normal recurring adjustments
necessary to present fairly the financial position, results of operations
and changes in cash flows, for all periods presented, have been made.  The
results of operations for interim periods are not necessarily indicative of
the operating results for the full year.

FOOTNOTES. Certain footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published rules and
regulations of the Securities and Exchange Commission.  These consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on
Form 10-KSB, on file with the Securities and Exchange Commission.

ESTIMATES AND UNCERTAINTIES. 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, as determined at a
later date, could differ from those estimates.  Estimates relate primarily to
recoverability of the Company's tangible and intangible assets.

PRINCIPLES OF CONSOLIDATION.  The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.

<PAGE>

                                    SIGNATURE

            In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                    CELLPOINT INC.


                                    By /s/ PETER HENRICSSON
                                       Peter Henricsson
                                       President and Chief Executive Officer

Date: October 6, 1999