<PAGE>

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(5-99)        INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
              UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

                                                   -----------------------------
                                                   OMB APPROVAL
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                                                   hours per response: 9708.0
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                                  UNITED STATES
                       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 September 30, 2000

|_|   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934
                               For the transition period from __________
                               to __________

                                       Commission file number 0-25205
                                                             -------------------

                                 CELLPOINT 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.)

3000 Hillswood Drive, Hillswood Business Park, Chertsey, Surrey KT16 0RS,
England
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                +44-1932 895 310
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

               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 NOVEMBER 10, 2000: 10,548,588 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 September 30, 2000 are attached to this Report, commencing at page F-1.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                  Except for historical information, the material contained in
this Management's Discussion and Analysis or Plan of Operation is
forward-looking. 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" contained in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
2000 ("Fiscal 2000"), and in the Company's Registration Statement on Form
10-SB/A-2 filed with the SEC, which may cause actual results to differ
materially from those described. 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.

                  CellPoint's business strategy is to provide location
technology, enabling platforms and location service applications in target
markets around the world. CellPoint's technology and services enable users to
determine the position of a cellular telephone or mobile device, such as a
Personal Digital Assistant ("PDA"), for use in a broad range of consumer and
business applications. CellPoint begins with installing the CellPoint Mobile
Location Services platform with a GSM cellular network operator. The network
operator, or a third party, will then market the chosen location services as
value-added services offered to the end-users of the cellular network. The
Company earns revenues through (i) percentage or fixed price participation in
the revenue streams resulting from the new services offered by the network
operator, (ii) sale of tiered licenses to network operators, such as a fixed
price for the first 50,000 users with increases for additions of 100,000,
500,000 and 1,000,000 users, (iii) usage revenues from service providers, based
on transaction volumes or time frames, (iv) sale of the CellPoint System to
strategic partners where partners are licensed to operate the technology in a
specified geographic area, (v) advertising revenues for Internet applications,
(vi) consulting and professional services, and (vii) programming interfaces.

                  Subsidiary Unwire's business strategy is to provide telematics
technology, terminals and applications in target markets around the world.
Telematics services are marketed directly to larger industrial users, either
directly or through systems integrators, and the GSM terminals are programmed
for specific applications such as ventilation system management, container
management or for remote management, supervision and control of security systems
or automatic door systems. Instructions are programmed in the telematics
terminals in advance, allowing for performance of a multitude of tasks from a
remote location. Revenues are realized from (i) sale of telematics terminals,
(ii) licensing fees on application software, (iii) professional services such as
consulting, education and development, (iv) usage revenues, (v) revenue sharing
on phone line usage, and (vi) programming interfaces.

                  With the acquisition of Unwire during Fiscal 2000, the
Company believes that it now operates in two segments of the wireless
services market--location services (CellPoint) and telematics (Unwire).
Accordingly, the Company's results of operations are discussed on the basis
of these two segments.

                                      -2-
<PAGE>

RESULTS OF OPERATIONS

                  REVENUES. In the fiscal quarter ended September 30, 2000 (the
"Current Quarter"), the Company's gross revenues from operations were $978,121,
as compared to revenues from operations of $81,319 for the fiscal quarter ended
September 30, 1999 (the "Comparable Quarter"). For the Current Quarter, $925,553
in revenues, or approximately 94.6% of the Company's total revenues, were
attributable to the location services segment. Of such revenues from location
services, $623,690 were derived from France Telecom Mobiles and $172,267 were
derived from the Tele2 contract. All of the Company's revenues in the Comparable
Quarter, of $81,319, were attributable to the location services segment, since
the Company acquired Unwire on February 29, 2000. The telematics segment
(Unwire) had revenues of $52,568, or approximately 5.4% of the Company's total
revenues, for the Current Quarter.

                  COST OF REVENUES. Costs incurred by the Company in producing
revenues in the Current Quarter were $253,935, as compared to costs of producing
revenues of $nil in the Comparable Quarter. Costs of producing revenues were
$228,833 for the location services segment and $25,102 for the telematics
segment.

                  GROSS PROFIT. For the Current Quarter, the Company had a gross
profit of $724,186. The location services segment had a gross profit of
$696,720 (or 96.2% of the Company's gross profit) and the telematics segment had
a gross profit of $27,466 (or 3.8% of the Company's gross profit) in the Current
Quarter. In the Comparable Quarter, the Company had a gross profit of $81,319,
all of which was attributable to the location services segment.

                  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The Company's
selling, general and administrative expenses increased by $1,897,256, from
$668,054 in the Comparable Quarter to $2,565,310 in the Current Quarter.
Selling, general and administrative expenses were $2,134,078 (or 83.2% of the
total of such expenses) for the location services segment and $431,232 (or
16.8% of the total of such expenses) for the telematics segment in the Current
Quarter. The increase in selling, general and administrative expenses in the
location services segment was substantial as the Company continued to build
its infrastructure at both the corporate and operational levels. The primary
components of the increased selling, general and administrative expenses in
the Current Quarter were an increase in personnel costs due to an increase in
the number of employees and an increase in rent and other property costs
resulting from a relocation to new premises. Management expects selling,
general and administrative expenses to continue to increase in the near future
as the Company continues to devote resources to the expansion of the Company.

                  DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and
amortization expense increased from $509,235 in the Comparable Quarter to
$3,124,646 in the Current Quarter. The location services segment recorded
depreciation and amortization expense of $523,095, or 17% of the Company's
total of such expenses, for the Current Quarter, while the telematics segment
recorded such expenses of $2,601,551, or 83% of the Company's total of such
expenses. The increase in depreciation and amortization expense from the
Comparable Quarter to Current Quarter is substantial because of the
acquisition of the telematics business in Fiscal 2000. The costs of
developing the location services technology prior to establishing a product's
technological feasibility are expensed as incurred. After technological
feasibility has been demonstrated, the development costs are capitalized
until the product is available for release. The development costs for the
technology are amortized over an estimated useful life of three years.

                  LOSS FROM OPERATIONS. Loss from operations for the Current
Quarter was ($5,195,019) versus ($1,277,225) in the Comparable Quarter. For the
Current Quarter, the company's location services segment had a loss from
operations of ($2,181,951), or approximately 42% of the Company's total loss
from operations, and the Company's telematics segment had a loss from
operations of ($3,013,068), or approximately 58% of the Company's total loss.
The loss from operations of the telematics segment includes depreciation and
amortization of $2,601,551 attributable to the acquisition of Unwire. All of
the Company's loss from operations in the Comparable Quarter was attributable
to the Company's location services segment. The loss from operations was
larger in the Current Quarter because the Company greatly expanded its
infrastructure, tripled the number of its full-time employees and increased
its marketing and selling expenses as the Company sought to commercialize its
products and obtain contracts for the sale of its services and products.

                                      -3-
<PAGE>

                  FINANCIAL ITEMS. Financial items resulted in a net expense
of $152,279 in the Current Quarter compared to a net expense of $510,760 in
the Comparable Quarter. Interest income was $62,813 in the Current Quarter.
Interest expense was $215,092 in the Current Quarter.  Both Interest Income
and Interest Expense were negligible for the Comparable Quarter. In the
Current Quarter, the Company had realized exchange loss aggregating $(7,122)
whereas in Comparable Quarter, the Company had net realized exchange loss of
$(2,841).These items result primarily from exchange rate fluctuations among
the currencies of the United States, Sweden and South Africa.

                  LOSS BEFORE INCOME TAXES. The Company generated a loss before
income taxes of ($5,347,298) in the Current Quarter as compared to $(1,787,985)
in the Comparable Quarter. The increased loss before income taxes is primarily
attributable to the costs of expansion of the Company's infrastructure, the
hiring of additional personnel, the expenses associated with commercialization
of its products and the depreciation and amortization expense associated with
the acquisition of Unwire.

                  NET LOSS AND LOSS PER SHARE. Net loss was ($5,347,298) for the
Current Quarter, versus ($1,787,985) for the Comparable Quarter. Loss per share
for the Current Quarter was ($0.61) based on weighted average shares outstanding
of 8,743,630, while the Comparable Quarter loss per share was ($0.22) based upon
a weighted average of 8,190,000 shares outstanding.

                  RECENT DEVELOPMENTS. During the quarter, the Company
announced a network-based location technology for positioning of any mobile
phone in a GSM operator's network, complementing its portfolio of
handset-based location technologies already deployed. iMate(TM) was launched
- a location-based information application for mobile Internet users, and a
new release of Resource Manager(TM) was announced with Swedish GSM operator
Tele2 as the first customer. Additional agreements through subsidiary Unwire
were announced with future anticipated revenues of $22.8 million.

                  The Company was also accepted for trading on the Nasdaq
National Market during the quarter, and Lars Persson was appointed Chief
Executive Officer of CellPoint's worldwide location services business.

LIQUIDITY AND CAPITAL RESOURCES

                  WORKING CAPITAL. At September 30, 2000, the Company had
working capital of $2,904,919 as compared to working capital of $5,174,826 at
June 30, 2000. At the end of the Current Quarter, the Company had $5,281,906
in current assets versus $1,426,083 in current assets at the end of September
2000. At September 30, 2000, cash and cash equivalents amounted to
$3,600,302; cash, cash equivalents and accounts receivable amounted to
$4,598,361.

                  CASH FLOW FROM OPERATIONS. For the Current Quarter, the
Company used net cash in operating activities of $2,977,105, as compared to
$703,567 for the Comparable Quarter. This increase is because the Company
greatly expanded its infrastructure, tripled the number of its full-time
employees and increased its marketing and selling expenses as the Company sought
to commercialize its products and obtain contracts for the sale of its services
and products.

                  CASH FLOW FROM INVESTING ACTIVITIES. For the Current Quarter,
the Company had a net cash outflow from investing activities of $44,609 versus
a net cash outflow of $26,517 in the Comparable Quarter. The Company does not
currently have any commitments for capital expenditures during the current
fiscal year, but the Company may make such expenditures if an opportunity
consistent with the Company's business strategy presents itself.

                  STOCKHOLDERS' EQUITY. The Company's stockholders' equity at
September 30, 2000 was $74,750,132, including an accumulated deficit of
($20,984,901), as compared to stockholders' equity of $80,100,076 at June
30, 2000 (with an accumulated deficit of ($15,637,603).


                                      -4-
<PAGE>

                  The Company may require additional capital during its
fiscal year ending June 30, 2001 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 financing, 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 Company's
cash requirements to implement its business strategies. If the Company is
unable to access the capital markets or obtain acceptable financing, its
results of operations and financial conditions in future periods could be
materially and adversely affected. The Company may be required to raise
substantial additional funds through other means. If adequate funds are not
available to the Company, it may be required to curtail operations
significantly or to obtain funds through entering into arrangements with
collaborative partners or others that may require us to relinquish rights to
certain of its technologies or product candidates that the Company would not
otherwise relinquish. While the Company has begun to receive commercial
revenues, there can be no assurances that its existing commercial agreements
will provide adequate cash to sustain its operations. If the Company decides
to expand its business faster, or to geographic areas outside of Europe
during the next twelve months, it may need to raise further capital.


                                    PART II


ITEM 1.  LEGAL PROCEEDINGS
                  None.

ITEM 2.  CHANGES IN SECURITIES

         (a)      None.

         (b)      None.

         (c)      None.

         (d)      None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  None.

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



                                      -5-
<PAGE>

<TABLE>
                                    ------------------------ --- ----------------------------------------------------
<S>                                                          <C> <C>
                                    Exhibit 27               --  Financial Data Schedule
                                    ------------------------ --- ----------------------------------------------------
</TABLE>

         (b)      Reports on Form 8-K

                  None.



                                      -6-
<PAGE>

                         CELLPOINT INC. AND SUBSIDIARIES

             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               AS OF AND FOR THE QUARTER ENDED SEPTEMBER 30, 2000

Consolidated Balance Sheets as of September 30, 2000 (Unaudited)
  and June 30, 2000 (Audited)..........................................     F-2

Consolidated Statements of Operations for the three months ended
  September 30, 2000 and September 30, 1999 (Unaudited)................     F-4

Consolidated Statements of Comprehensive Income for the three-month
  periods ended September 30, 2000 and 1999 (Unaudited)................     F-5

Consolidated Statements of Cash Flows for the three-month periods
  ended September 30, 2000 and 1999 (Unaudited)........................     F-6

Notes to Consolidated Financial Statements.............................     F-7



                                      F-1
<PAGE>

                         CELLPOINT INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (AMOUNTS IN US$)

<TABLE>
<CAPTION>

                                                                 SEPTEMBER 30, 2000   JUNE 30, 2000
                                                                    (UNAUDITED)          (AUDITED)
                                                                 ------------------   -------------
<S>                                                               <C>               <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                         $ 3,600,302       $ 6,624,662
Accounts receivable net of allowance for doubtful
  accounts of $nil and $36,732, respectively                          998,059           211,948
Other assets                                                          268,333           371,900
Prepaid expenses                                                      163,137           160,717
Other receivables                                                      32,843           242,198
Inventory (Note 2)                                                    219,232           169,635
                                                                  -----------       -----------
TOTAL CURRENT ASSETS                                                5,281,906          7,781060

LONG-TERM ASSETS:
Other intangible assets, net of amortization of $3,306,426
and $2,760,972, respectively                                        8,397,105         8,993,080
Investment in affiliated company                                      500,000           500,000

Goodwill, net of amortization of $5,994,979 and
$3,415,787, respectively                                           66,222,393        68,801,585
Furniture, equipment and motor vehicles, net of
depreciation of $228,482 and $180,108,
respectively                                                          725,715           630,585
                                                                  -----------       -----------
TOTAL LONG-TERM ASSETS                                             75,845,213        78,925,250
                                                                  -----------       -----------
TOTAL ASSETS                                                      $81,127,119       $86,706,310
                                                                  ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accrued expenses and other current liabilities                    $ 1,539,140       $ 1,623,441
Accounts payable                                                      830,463           786,766
Due to affiliate                                                           --            55,517
Other loans and overdrafts                                              7,384           140,510
                                                                  -----------       -----------
TOTAL CURRENT LIABILITIES                                         $ 2,376,987       $ 2,606,234
                                                                  -----------       -----------

LONG TERM DEBT, NET OF CURRENT MATURITIES                           4,000,000         4,000,000
                                                                  -----------       -----------
TOTAL LIABILITIES                                                 $ 6,376,987       $ 6,606,234
                                                                  ===========       ===========
</TABLE>





SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-2
<PAGE>

<TABLE>
<CAPTION>

                                                         SEPTEMBER 30, 2000         JUNE 30, 2000
                                                            (UNAUDITED)               (AUDITED)
                                                         ------------------         -------------
<S>                                                      <C>                        <C>
STOCKHOLDERS' EQUITY:

Common Stock ($0.001 par value; 22,000,000 shares
authorized, 10,485,000 shares issued and
10,465,000 shares issued, respectively)                  $    10,485                $    10,465

Additional paid-in capital                                95,584,128                 95,434,348
Cumulative translation adjustment                            140,420                    292,866

Accumulated deficit                                      (20,984,901)               (15,637,603)
                                                         -----------                -----------

Total stockholders' equity                                74,750,132                 80,100,076
                                                         -----------                -----------

Total liabilities and stockholders' equity               $81,127,119                $86,706,310
                                                         ===========                ===========
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-3
<PAGE>

                         CELLPOINT INC. AND SUBSIDIARIES


                      Consolidated Statements of Operations
                                (Amounts in US$)

<TABLE>
<CAPTION>


                                              THREE MONTHS ENDED
                                        ------------------------------
                                        September30,      September 30,
                                           2000               1999
                                        (UNAUDITED)        (UNAUDITED)
                                        -----------        -----------

<S>                                     <C>                <C>
Sales, net                              $   978,121        $    81,319

Cost of sales                               253,935                 --
                                        -----------        -----------

Gross profit                                724,186             81,319
                                        -----------        -----------

Selling, general and
administrative expenses                  (2,565,310)          (668,054)

Professional fees                          (229,249)          (181,255)

Depreciation and amortization            (3,124,646)          (509,235)
                                        -----------        -----------

    TOTAL OPERATING EXPENSES             (5,919,205)        (1,358,544)
                                        -----------        -----------

Loss from operations                     (5,195,019)        (1,277,225)
Interest expense, net of interest
income and other                           (152,279)          (510,760)
                                        -----------        -----------

    NET LOSS                            $(5,347,298)       $(1,787,985)
                                        ===========        ===========
Net loss per share basic and
diluted                                       (0.61)             (0.22)
                                        ===========        ===========
Weighted average shares
outstanding basic and diluted             8,743,630          8,190,000
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-4
<PAGE>

                         CELLPOINT INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                (AMOUNTS IN US$)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                            ------------------------------
                                                                            September 30,    September 30,
                                                                                 2000            1999
                                                                             (UNAUDITED)     (UNAUDITED)
                                                                            -------------    -------------
<S>                                                                         <C>             <C>
Net loss                                                                    $(5,347,298)     $(1,787,985)

Other comprehensive income (loss), cumulative
foreign exchange adjustments                                                   (152,446)          (2,841)
                                                                            -----------      -----------
Comprehensive loss for fiscal year                                          $(5,194,852)     $(1,790,826)
                                                                            ===========      ===========
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-5
<PAGE>

                         CELLPOINT INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (AMOUNTS IN US$)

<TABLE>
<CAPTION>

                                                                                  THREE MONTHS ENDED
                                                                            ------------------------------
                                                                            September 30,    September 30,
                                                                                 2000            1999
                                                                             (UNAUDITED)     (UNAUDITED)
                                                                            -------------    -------------
<S>                                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                   $(5,347,298)    $(1,787,985)
Adjustments to reconcile net loss to net cash used in
  operating activities:
Depreciation and amortization                                                3,124,646         509,235
Noncash financing costs                                                             --         330,000

CHANGES IN OPERATING ASSETS AND LIABILITIES:

Increase in accounts receivable                                               (786,111)        (39,118)
(Increase) decrease in inventory                                               (49,597)             --
Decrease in other assets                                                       103,567            (193)
Increase in prepaid expenses                                                   206,935         (33,504)
Increase in accrued expenses and other current liabilities                    (217,427)        177,463
Increase (decrease) in accounts payable                                         43,697         119,603
Decrease in advances from employee                                                  --              --
(Decrease) increase in due from affiliate                                      (55,517)         20,932
                                                                            ----------      ----------
NET CASH USED IN OPERATING ACTIVITIES                                       (2,977,105)       (703,567)
                                                                            ==========      ==========
CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed assets                                                       (44,609)        (26,517)
                                                                            ----------      ----------
NET CASH USED IN INVESTING ACTIVITIES                                          (44,609)        (26,517)
                                                                            ==========      ==========
CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of stockholders' loans                                                   --        (150,000)
Proceeds from notes payable                                                         --       2,000,000
Net proceeds from issuance of shares                                           149,800              --
                                                                            ----------      ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      149,800       1,850,000
                                                                            ----------      ----------

Effect of changes in exchange rates on cash                                   (152,446)         (2,841)
                                                                            ----------      ----------

Increase (decrease) in cash and cash equivalents                            (3,024,360)      1,117,075

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               6,624,662         180,073
                                                                            ----------      ----------
CASH AND CASH EQUIVALENT, END OF PERIOD                                     $3,600,302      $1,297,148
                                                                            ==========      ==========
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-6
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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.

                  INVENTORIES. Inventories are valued at the lower of cost or
market value, with cost determined using First-in, First-out method.

                  PATENTS AND TRADEMARKS. Patent and trademark costs represent
the cost of preparing and filing applications to patent the Company's
proprietary technologies. Such costs are amortized over shorter of the life of
the patent or the economic "lives" of the assets, generally three years,
beginning on the date the patents or rights are issued.

                  SOFTWARE DEVELOPMENT COSTS. Software development costs for
products and certain product enhancements are capitalized subsequent to the
establishment of their technological feasibility (as defined in Statement of
Financial Accounting Standards No. 86) based upon the existence of working
models of the products which are ready for initial customer testing. Costs
incurred prior to such technological feasibility or subsequent to a product's
general release to customers are expensed as incurred. Amortization expense
is based on the ratio that current gross revenues bear to total estimated
gross revenues, which was an amount approximating the amortization on a
straight-line method over the estimated economic life of the product of three
years.

                  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.


                                       F-7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

2.       INVENTORIES

<TABLE>
<CAPTION>
                                        September 30,      June 30,
                                             2000            2000
                                        -------------    -------------
                                         (UNAUDITED)      (UNAUDITED)
<S>                                        <C>              <C>
         Work in progress                  $     --         $ 86,879
         Finished goods                     219,232           82,756
                                           --------         --------
                                           $219,232         $169,635
                                           ========         ========
</TABLE>

3.       ACQUISITION

On February 29, 2000, the Company acquired all of the outstanding shares of
Unwire AB for 1,075,000 shares of the Company's Common Stock, having a fair
market value of approximately $72 million. The Company accounted for this
acquisition as a purchase. The excess cost over fair market value of the net
tangible assets acquired was approximately $72 million and was allocated to
goodwill which will be amortized over seven years. Results of operations have
been included in the Company's consolidated financial statements for the
period from July 1, 2000 through September 30, 2000.

The pro forma unaudited results of operations for the three months ended
September 30, 1999, combining the acquisition of Unwire AB as though it was
acquired by the Company as of July 1, 1999, are as follows:

         Revenue     $  150,886
         Net Loss    $2,028,697

4.       SEGMENT INFORMATION

The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" for fiscal 2000 year end reporting. The
statement requires disclosure of certain financial information related to
operating segments. The Company has determined that it operates in two
reportable segments, positioning technology/location services and telematics.
The positioning segment is primarily engaged in the development, manufacture
and sales of its propritary positioning systems to provide identifiable
locations for specific cellphone handsets. The telematics segment is engaged
in the development manufacture and sales of telematics based applications.
Its equipment and process innovations are used in a broad range of industries
and applications including credit transfer for financial instructions.

The accounting policies of the reportable segments are the same as those
described in the financial statements. The segments are measured on operating
profits or losses before net interest income and income taxes.

A summary of the Company's operations by segment for the three months ended
September 30, 2000 and 1999, respectively are as follows:

<TABLE>
<CAPTION>
                                           POSITIONING   TELEMATICS      TOTAL
                                           -----------   -----------  -----------
THREE MONTHS ENDED SEPTEMBER 30, 2000
<S>                                        <C>           <C>          <C>
  Revenues..............................   $   925,553   $    52,568  $   978,121
  Loss from operations..................     2,181,951     3,013,068    5,195,019
  Total assets..........................    14,439,993    66,687,124   81,127,119
  Depreciation and amortization.........       523,095     2,601,581    3,124,646

THREE MONTHS ENDED SEPTEMBER 30, 1999

  Revenues..............................   $    81,319   $        --  $    81,319
  Loss from operations..................     1,227,225            --    1,227,225
  Total assets..........................    12,483,714            --   12,483,714
  Depreciation and amortization.........       509,235            --      509,235
</TABLE>
                                       F-8
<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



                                      By:  /s/ LYNN DUPLESSIS
                                           -------------------------------------
                                           Lynn Duplessis
                                           Chief Financial Officer

Date: November 14, 2000