<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 September 30, 1999

/  /     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.
        -----------------------------------------------------------------
        (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)

                                011-468-544-90000
                (Issuer's telephone number, including area code)

              ----------------------------------------------------
              (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     X     No  __________

                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 2, 1999:
8,265,000 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 September 30, 1999 are attached to this Report, commencing at page F-1.


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

                   CellPoint Inc. and its subsidiaries, CellPoint Systems AB and
CellPoint Systems S.A. (Pty) Ltd., are development stage companies
(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. Factors that could cause or contribute to
such differences are discussed below and elsewhere in the Registration Statement
on Form 10-SBA-1 on file with the Securities and Exchange Commission. These
risks and uncertainties include the rate of market development and acceptance
of cellular 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.





                                      -1-
<PAGE>




RESULTS OF OPERATIONS

                  The Company commenced operations in February 1997. The Company
has had only minimal commercial revenues to date and has relied solely upon
proceeds from the sale of its securities to fund its operations.

                  The Company has funded its operations to date out of proceeds
from equity offerings. During the quarter ended September 30, 1999, the
Company earned revenue of $81,319 from its contracts, as compared to no
revenues in the quarter ended September 30, 1998. For the fiscal quarter
ended September 30, 1999, the Company incurred a net loss of ($1,787,985), as
compared to a net loss of ($283,651) during the fiscal quarter ended
September 30, 1998.

                  During the first quarter of fiscal 2000 ending September 30,
1999, the Company had total operating expenses of $1,358,544, which represents a
significant increase over $272,966 of operating expenses during the comparable
quarter in 1998. This increase resulted from the Company's efforts in expanding
its operations to achieve commercialization of the technology, increasing its
marketing activities and expanding its staff and also includes depreciation
and amortization expenses of $509,235, primarily related to the purchased
technology and Matrix franchising concept. The Company also incurred
financial items of $510,760 during the first fiscal quarter, which is mostly
attributable to the interest costs and original issue discount associated
with the $2,000,000 bridge financing closed in August 1999.

                  The average cash outflow for operations per month during
the quarter was approximately $270,000, consisting of salaries and personnel
costs (approximately $175,000), rent and other facilities (approximately
$7,500), marketing and selling expenses (approximately $25,000), professional
services (approximately $45,000), insurance ($2,500), and computers and
equipment ($15,000).

                  The number of employees at September 30, 1999 was 36, up from
31 at the June 30, 1999 fiscal year-end.

                  The Company entered into an agreement in April 1999 to provide
its technology and related services to a GSM operator in Sweden, Tele2. Tele2
launched commercial services in Sweden for positioning of mobile phones based on
the CellPoint System in November 1999. The Company will receive a percentage of
the revenue stream created through the new service being offered by Tele2. Those
revenue streams are a percentage of fees that Tele2 will collect and include a
monthly minimum payment requirement.

                  In July 1999, the Company entered into an agreement with
France Telecom Mobiles to provide it's technology and related services in
France. Revenues will commence during this evaluation project and significant
revenue is expected by management upon completion of the evaluation project.

                  From the Company's inception (February 1997) through September
30, 1999, the Company has had only minimal commercial revenues. At September 30,
1999, the Company had an accumulated loss from operations of ($5,010,831) and an
accumulated deficit of ($5,594,328). While the Company has begun to realize a
minimum level of revenues from commercial operations since September 30, 1999,
there can be no assurances that the Company will be able to expand its
revenue-generating operations or that its operations will be profitable.

LIQUIDITY AND CAPITAL RESOURCES

                  At September 30, 1999, the Company had $1,426,083 in current
assets. Cash and cash equivalents amounted to $1,297,148. At June 30, 1999, the
Company had total current assets of $236,193. The increase in current assets is
attributable to the closing of the Company's $2,000,000 bridge financing in
August 1999.

                  The Company's stockholders' equity was $10,030,076 at
September 30, 1999, including an accumulated deficit of ($5,264,328), as
compared to stockholders' equity of $11,160,902 and an accumulated deficit of
($3,806,343) at its fiscal year end of June 30, 1999.




                                      -2-
<PAGE>





                  In August 1999, the Company completed a bridge financing in
which it issued $2,000,000 of promissory notes and 180,000 common stock purchase
warrants. The bridge notes bear interest at 12% per annum and mature in August
2000. Of the warrants issued, 100,000 warrants have an exercise price of $7.49
per share and 80,000 warrants have an exercise price of $8.04 per share. Madison
Securities, Inc. ("Madison") of Chicago, Illinois acted as placement agent for
the bridge financing. Madison received commissions equal to 5% of the gross
proceeds of the financing plus a $50,000 due diligence retainer. In addition,
Madison received warrants to purchase an aggregate of 100,000 shares of
Common Stock, at an exercise price of $7.49 per share. The bridge notes and
warrants were sold pursuant to an exemption from registration under Section
4(2) of the Securities Act and Rule 506 of Regulation D thereunder. The
bridge notes were repaid in October 1999 out of the proceeds from a private
placement. See "Subsequent Events" below.

SUBSEQUENT EVENTS

                  In September 1999, the Company commenced a private offering of
its Common Stock for a minimum of $3,000,000 and a maximum of $10,000,000. Such
offering consists of Units of 11,250 shares of Common Stock each, at an initial
offering price (subject to adjustment) of $100,000. On October 29, 1999, the
Company closed the first tranche of such offering, issuing an aggregate of
393,750 shares of Common Stock for gross proceeds of $3,500,000. In such
offering, $1,200,000 of bridge notes were exchanged for shares of Common Stock
and $841,557 of the gross proceeds were used to repay in full the balance of the
bridge notes plus interest accrued on all bridge notes. After paying
underwriting commissions, the Company received $1,108,443 in proceeds from the
first tranche of the offering. As of November 12, 1999, the Company closed
the second and final tranche of the private placement, issuing an aggregate
of 731,250 shares for gross proceeds of $6,500,000. Madison is acting as
placement agent for the private placement. The Company has agreed to pay
Madison commissions equal to 7% of the gross proceeds from the financing plus
a non-accountable expense allowance equal to 3% of the gross proceeds from
the financing. In addition, Madison will receive warrants to purchase an
aggregate number of shares of Common Stock of the Company equal to 10% of the
aggregate number of shares of Common Stock placed by Madison in the offering.
The warrants to be issued to Madison will have an exercise price of $8.89 per
share and will be exercisable from the date which is the first anniversary of
the closing of such offering through the third anniversary of such closing
date. The Units and the shares of Common Stock are being offered and sold
pursuant to an exemption from registration under Section 4(2) of the
Securities Act and Rule 506 of Regulation D thereunder.

                  The Company will use the additional capital raised in the
private placement to implement its business strategies, including (i) the
payment of increased operating expenses such as salaries for additional
employees; and (ii) the expansion of marketing activities. The Company currently
anticipates that its working capital on hand will be sufficient to fund its
operations for at least the next twelve months. 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. If, as the Company expands its operations, 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. If the Company decides to expand its business
faster, or to geographic areas outside of Europe, the Company may 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



                                      -3-
<PAGE>

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 base
station data from the Swedish telecommunications operator 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
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



                                      -4-
<PAGE>

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

                  In August 1999, the Company completed a bridge financing in
which it issued $2,000,000 of promissory notes and 180,000 common stock purchase
warrants. The bridge notes bear interest at 12% per annum and mature in August
2000. Of the warrants issued, 100,000 warrants have an exercise price of $7.49
per share and 80,000 warrants have an exercise price of $8.04 per share. Madison
Securities, Inc. ("Madison") of Chicago, Illinois acted as placement agent for
the bridge financing. Madison received commissions equal to 5% of the gross
proceeds of the financing plus a $50,000 due diligence retainer. In addition,
Madison received warrants to purchase an aggregate of 100,000 shares of
Common Stock, at an exercise price of $7.49 per share. The bridge notes and
warrants were sold pursuant to an exemption from registration under Section
4(2) of the Securities Act and Rule 506 of Regulation D thereunder.

                  In September 1999, the Company commenced a private offering of
its Common Stock for a minimum of $3,000,000 and a maximum of $10,000,000. Such
offering consists of Units of 11,250 shares of Common Stock each, at an initial
offering price (subject to adjustment) of $100,000. On October 29, 1999, the
Company closed the first tranche of such offering, issuing an aggregate of
393,750 shares of Common Stock for gross proceeds of $3,500,000. In such
offering, $1,200,000 of bridge notes were exchanged for shares of Common Stock
and $841,557 of the gross proceeds were used to repay in full the balance of the
bridge notes plus interest accrued on all bridge notes. After paying
underwriting commissions, the Company received $1,108,443 in proceeds from the
first tranche of the offering. As of November 12, 1999, the Company closed
the second and final tranche of the private placement, issuing an aggregate
of 731,250 shares for gross proceeds of $6,500,000. Madison is acting as
placement agent for the private placement. The Company has agreed to pay
Madison commissions equal to 7% of the gross proceeds from the financing plus
a non-accountable expense allowance equal to 3% of the gross proceeds from
the financing. In addition, Madison will receive warrants to purchase an
aggregate number of share of Common Stock of the Company equal to 10% of the
aggregate number of shares of Common Stock placed by Madison in the offering.
The warrants to be issued to Madison will have an exercise price of $8.89 per
share and will be exercisable from the date which is the first anniversary of
the closing of such offering through the third anniversary of such closing
date. The



                                      -5-
<PAGE>

Units and the shares of Common Stock are being offered and sold pursuant to an
exemption from registration under Section 4(2) of the Securities Act and Rule
506 of Regulation D thereunder.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  None.

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

                  Not applicable.


ITEM 5.           OTHER INFORMATION

                  On October 4, 1999, Technor International, Inc. changed its
name to "CellPoint Inc." The Company also changed its trading symbol from "TNOR"
to "CLPT".


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
                  a.       Exhibits
<S>                                               <C>
                           4.1                    Form of Bridge Warrant
                           4.2                    Form of Warrant Issued to Madison Securities, Inc.
                           Exhibit 27             Financial Data Schedule
</TABLE>


                  b.       Reports on Form 8-K

                           i.  Current Report on Form 8-K, filed September
                               23, 1999, as amended on October 26, 1999.

                           ii. Current Report on Form 8-K, filed October 5,
                               1999.



                                      -6-
<PAGE>








      CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES

                 Index to Consolidated Financial Statements



<TABLE>
<S>                                                                      <C>
Consolidated Balance Sheets as of September 30, 1999 (unaudited)
  and June 30, 1999 (audited)                                            F-2

Consolidated Statements of Operations for the periods ended
  September 30, 1999 and 1998 and the period from February 28,
  1997 (inception) through September 30, 1999 (unaudited)                F-4

Consolidated Statements of Comprehensive Income for the periods
  ended September 30, 1999 and 1998 (unaudited) and the period
  from February 28, 1997 (inception) through September 30, 1999
  (unaudited)                                                            F-5

Consolidated Statements of Cash Flows for the periods ended
  September 30, 1999 and 1998 and the period from February 28,
  1997 (inception) through September 30, 1999 (unaudited)                F-6

Notes to Consolidated Financial Statements                               F-8
</TABLE>



                                      F-1



<PAGE>

      CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
                          (A Development Stage Company)

                           Consolidated Balance Sheet
                                (amounts in US$)


<TABLE>
<CAPTION>
     ASSETS                                                           SEPTEMBER 30, 1999              JUNE 30, 1999
 CURRENT ASSETS:                                                             UNAUDITED                      AUDITED
 ---------------                                                             ---------                      -------
<S>                                                                        <C>                          <C>
Cash and cash equivalents                                                   $1,297,148                     $180,073

Accounts receivable                                                             22,147                           --

Other assets                                                                    16,183                       15,990

Prepaid expenses                                                                53,101                       19,597

Other receivables                                                               37,504                       20,533
                                                                           -----------                  -----------
TOTAL CURRENT ASSETS                                                         1,426,083                      236,193

LONG-TERM ASSETS:

Purchased technology, net of amortization of $845,838
  and $483,336, respectively                                                 9,304,162                    9,666,664

Intangible assets, net of amortization of $194,446 and $111,112,
  respectively                                                                 805,554                      888,888

Employment contracts, net of amortization of $119,579 and
  $68,331, respectively                                                        303,409                      354,657

Investment in affiliate                                                        500,000                      500,000

Machinery and equipment, net of depreciation of $58,243 and
$46,142, respectively                                                          124,506                      110,140
                                                                           -----------                  -----------

TOTAL LONG-TERM ASSETS                                                      11,037,631                   11,520,349
                                                                           -----------                  -----------

TOTAL ASSETS                                                               $12,463,714                  $11,756,542
                                                                           ===========                  ===========


LIABILITIES AND STOCKHOLDERS= EQUITY

CURRENT LIABILITIES:

Accrued expenses                                                               $95,626                     $210,732

Accounts payable                                                               159,121                       39,518

Deferred revenue                                                                    --                       58,690

Due to shareholders                                                                 --                      150,000

Due to affiliate                                                               144,731                      123,799

Notes payable                                                                1,670,000                           --

Other current liabilities                                                      364,160                       12,901
                                                                           -----------                  -----------

TOTAL CURRENT LIABILITIES                                                    2,433,638                      595,640
                                                                           -----------                  -----------

TOTAL LIABILITIES                                                            2,433,638                      595,640
                                                                           -----------                  -----------
</TABLE>


                                      F-2
<PAGE>

<TABLE>
<S>                                                                        <C>                          <C>
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 shares
authorized, 7,440,000 shares issued and 750,000 shares to
be issued)                                                                       8,190                        8,190

Additional paid-in capital                                                  15,621,373                   14,961,373

Cumulative translation adjustment                                              (5,159)                      (2,318)

Accumulated deficit                                                        (5,594,328)                  (3,806,343)
                                                                           -----------                  -----------

Total stockholders equity                                                  10,030,076                   11,160,902
                                                                           -----------                  -----------

Total liabilities and stockholders equity                                  $12,463,714                  $11,756,542
                                                                           ===========                  ===========
</TABLE>



                                      F-3
<PAGE>





      CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
                          (A Development Stage Company)

                      Consolidated Statements of Operations
                                (Amounts in US$)


<TABLE>
<CAPTION>
                                                                                          Period from
                                                                                          February 28,
                                                          THREE MONTHS ENDED                 1997
                                                          ------------------              (inception)
                                                                                            through
                                                  September 30,        September 30,      September 30,
                                                      1999                 1998               1999

                                                    (unaudited)          (unaudited)      (unaudited)
                                                    -----------          -----------     ---------------
<S>                                                <C>                    <C>               <C>
                 Revenue                           $    81,319                              $    81,319

                 Selling, general and
                 administrative expenses              (668,054)            (234,590)         (2,833,736)

                 Professional Fees                    (181,255)             (30,003)         (1,040,391)

                 Depreciation and
                 amortization                         (509,235)              (8,373)         (1,218,023)
                                                   -----------            ---------         -----------

                      Total operating
                      expenses                      (1,358,544)            (272,966)         (5,092,150)



                 Loss from operations               (1,277,225)            (272,966)         (5,010,831)

                 Financial items, net                 (510,760)             (10,685)           (583,497)
                                                   -----------            ---------         -----------

                      Net Loss                     $(1,787,985)           $(283,651)        $(5,594,328)
                                                   ===========            =========         ===========






                 Net loss per share
                 basic and diluted                 $     (0.22)        $      (0.04)
                                                   ===========         ============


                 Weighted average shares
                 outstanding basic and
                 diluted                             8,190,000            7,440,000
</TABLE>





                                      F-4
<PAGE>




      CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
                          (A Development Stage Company)

                  Consolidated Statements of Comprehensive Income
                                (Amounts in US$)

<TABLE>
<CAPTION>
                                                                Period from
                                                                February 28,
                                                                    1997
                                  THREE MONTHS ENDED            (inception)
                            ------------------------------        through
                            September 30,    September 30,     September 30,
                                1999             1998               1999
                             (unaudited)      (unaudited)      (unaudited)
                            ------------     ------------      ------------
<S>                         <C>              <C>              <C>
Net loss                    $(1,787,985)     $  (283,651)     $(5,594,328)

Other comprehensive
income (loss)

   Currency translation
   adjustment               $   (2,841)     $       (300)     $    (5,159)
                            -----------      -----------      -----------

Comprehensive loss for
fiscal year                 $(1,790,826)     $  (283,951)     $(5,599,487)
                            -----------      -----------      -----------
                            -----------      -----------      -----------
</TABLE>


                                      F-5
<PAGE>

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


<TABLE>
<CAPTION>

                                             THREE MONTHS ENDED
                                             ------------------                         Period from February 28,
                                      September 30,      September 30,                1997 (inception) through
                                           1999              1998                        September 30, 1999
                                       (unaudited)        (unaudited)                        (unaudited)
                                      -------------      -------------                 ------------------------
<S>                                      <C>                  <C>                                   <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss...........................      $ (1,787,985)         $(283,651)                            $(5,264,328)
Depreciation and
amortization.......................           509,235              8,373                               1,218,023
Noncash financing costs............           330,000                 --                                      --
Adjustments to reconcile net loss to
net cash used in
operating activities:

   Other Assets....................              (193)                --                                 (16,183)
   (Increase) decrease in prepaid
   expenses........................           (33,504)            12,650                                 (53,101)
   (Increase) decrease in short-
   term receivables................           (39,118)                --                                 (59,651)
   (Increase) decrease in accrued
   expenses and other current
   liabilities.....................           177,463           (287,454)                                454,623
   Increase (decrease) in accounts
   payable.........................           119,603           (147,399)                                159,121
   Increase in due to affiliate....            20,932                 --                                 144,731
                                            ---------          ---------                             -----------

NET CASH USED IN OPERATING
ACTIVITIES.........................         (703,567)           (697,481)                             (3,416,765)
                                            ---------          ---------                             -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of technology.............               --                  --                                 (50,000)
Purchase of shares in subsidiary
and affiliate......................               --                  --                                (950,000)
Purchase of fixed assets                     (26,517)            (12,463)                               (165,840)
                                            ---------          ---------                             -----------
NET CASH USED IN INVESTING
ACTIVITIES:........................          (26,517)            (12,463)                             (1,165,840)
                                             --------           --------                             -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (payments) of
stockholders' loans................         (150,000)           (250,000)                                     --
Proceeds from notes payable                2,000,000                  --                               2,000,000
Net proceeds from issuance of shares              --           2,246,667                               3,879,753
</TABLE>

                                      F-6
<PAGE>


<TABLE>
<S>                                         <C>                <C>                                     <C>
NET CASH PROVIDED BY FINANCING
ACTIVITIES.........................         1,850,000          1,996,667                               5,879,753
                                            ---------          ---------                               ---------
Effect of changes in exchange rates
on cash                                        (2,841)               300                                  (5,159)
                                            ---------          ---------                               ---------
Net increase in cash and cash
equivalents........................         1,117,075          1,287,023                               1,297,148
Cash and cash equivalents,
beginning of period................           180,073            764,603                                      --
                                            ---------          ---------                               ---------

CASH AND CASH EQUIVALENTS, END OF
PERIOD.............................        $1,297,148         $2,051,626                              $1,297,148
                                           ----------         ----------                              ----------
</TABLE>


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



                                      F-7
<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.

                  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.

2.       NOTES PAYABLE

                  During August 1999, the Company closed on a $2 million bridge
financing. The Company sold 20 units, each unit consisting of a one-year
$100,000 promissory note that bears interest at 12% per annum and a warrant to
purchase 4,000 shares of the Company's Common Stock at a price equal to the
ten-day average closing bid price prior to closing. The placement agent received
commissions of 5% of the total financing and warrants to purchase shares of the
Company's common stock equal to 5,000 warrants per unit sold out of proceeds
from the Company's private placement. See Note 3. The bridge financing was
retired during October 1999. The financing resulted in an original issue
discount of $660,000, of which $330,000 has been recorded as a component of
financial items on the accompanying statement of operations for the period
ended September 30, 1999. The remaining discount will be charged to operation
in October 1999 upon retirement of the bridge notes.

3.       SUBSEQUENT EVENT -- PRIVATE PLACEMENT

                  On October 29, 1999, the Company completed the first tranche
of its private placement financing, in which it sold an aggregate of 393,750
shares of Common Stock for gross proceeds of $3,500,000. In such offering,
$1,200,000 of bridge notes were exchanged for shares of Common Stock, and
$841,557 of the gross proceeds were used to repay in full the balance of the
bridge notes plus interest accrued on all of the bridge notes. After paying
underwriting commissions, the Company received $1,108,443 in proceeds from the
first tranche of the offering. As of November 12, 1999, the Company closed the
second and final tranche of the private placement, issuing an aggregate of
731,250 shares from gross proceeds of $6,500,000.



                                      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


Date: November 19, 1999