TELEMAX COMMUNICATIONS INC.

                                  BALANCE SHEET
                             JUNE 30, 2000 and 1999
                                   (Unaudited)

                                     ASSETS

                                                           2000           1999
                                                       -----------    -----------
                                                                
CURRENT
    Cash and cash equivalents                          $      --      $   180,343
    Accounts receivable                                    374,807        187,695
    Inventory                                               48,909         14,320
    Prepaid expenses                                        23,652         30,539
                                                       -----------    -----------
                                                           447,368        412,897

CAPITAL ASSETS (Note 3)                                    129,794         57,659
                                                       -----------    -----------

                                                       $   577,162    $   470,556
                                                       ===========    ===========

                                   LIABILITIES

CURRENT
    Bank indebtedness                                  $    50,950    $      --
    Accounts payable                                       549,724        430,444
    Accrued liabilities                                       --           52,529
    Bank loans payable (Note 4)                            199,351           --
    Current portion of loans payable (Note 5)               33,788         33,933
    Current portion of capital lease (Note 6)                9,123           --
                                                       -----------    -----------
                                                           842,936        516,906

LOANS PAYABLE (Note 5)                                       9,970        135,731

CAPITAL LEASE OBLIGATIONS (Note 6)                          31,930           --

DIRECTORS' LOANS (Note 7)                                  464,669        208,280
                                                       -----------    -----------
                                                         1,349,505        860,917
                                                       -----------    -----------

                            STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK (Note 8)                                         679            679

DEFICIT                                                   (770,948)      (385,665)

CUMULATIVE FOREIGN CURRENCY
  TRANSLATION ADJUSTMENTS                                   (2,074)        (5,375)
                                                       -----------    -----------
                                                          (772,343)      (390,361)
                                                       -----------    -----------
                                                       $   577,162    $   470,556
                                                       ===========    ===========


                             SEE ACCOMPANYING NOTES



                          TELEMAX COMMUNICATIONS INC.

                    STATEMENT OF INCOME AND RETAINED EARNINGS
                   FOR THE YEARS ENDED JUNE 30, 2000 and 1999
                                   (Unaudited)

                                                   2000           1999
                                               -----------    -----------

SALES                                          $ 6,487,433    $ 1,972,947

COST OF SALES                                    5,622,394      1,701,294
                                               -----------    -----------

GROSS PROFIT                                       865,039        271,653

EXPENSES

    Research and development                       303,768         89,909
    Salaries and benefits                          286,618         83,736
    Sales commissions                              190,678        124,090
    Rent                                            80,183         57,513
    General and administrative                      72,977         35,107
    Depreciation                                    52,350         13,092
    Advertising and promotion                       45,007          9,723
    Interest and bank charges                       38,276         18,145
    Consulting fees                                 37,280         14,365
    Automotive expenses                             31,392         13,448
    Telephone                                       26,149          6,604
    Equipment rental                                22,527            632
    Foreign exchange loss                           21,969           --
    Travel                                          14,865         14,595
    Bad debts                                       11,620           --
    Legal and accounting                            10,216          3,566
    Insurance                                        2,341            497
    Repairs and maintenance                          2,106          2,426
                                               -----------    -----------

                                                 1,250,322        487,448
                                               -----------    -----------

NET LOSS                                          (385,283)      (215,795)

DEFICIT, beginning of year                        (385,665)      (169,870)
                                               -----------    -----------

DEFICIT, end of year                              (770,948)      (385,665)
                                               ===========    ===========
OTHER COMPREHENSIVE INCOME (LOSS)

    Foreign Currency translation adjustments         3,301         (5,168)
                                               -----------    -----------

OTHER COMPREHENSIVE LOSS                       $  (381,982)   $  (220,963)
                                               ===========    ===========



                             SEE ACCOMPANYING NOTES







                           TELEMAX COMMUNICATIONS INC.

                             STATEMENT OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2000 and 1999
                                   (Unaudited)

                                                                 2000         1999
                                                               ---------    ---------
                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                   $(385,283)   $(215,795)
    Items not affecting cash:
        Depreciation                                              52,350       13,092
                                                               ---------    ---------
                                                                (332,933)    (202,703)
    CHANGES IN NON-CASH WORKING CAPITAL:
        Increase in accounts receivable                         (187,112)    (138,632)
        Decrease (increase) in prepaid expenses                    6,888      (20,347)
        Increase (decrease) in inventories                       (34,590)          18
        Increase in accounts payable and accrued liabilities      66,751      396,261
                                                               ---------    ---------
                                                                (480,996)      34,597
                                                               ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Increase in bank loans                                        73,445      169,664
    Increase in capital lease obligations                         41,092         --
    Payments under capital lease obligations                      (9,162)        --
    Increase in directors' loans                                 256,389       40,311
                                                               ---------    ---------
    CASH FLOWS USED IN FINANCING ACTIVITIES                      361,764      209,975
                                                               ---------    ---------



CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to capital assets                                 (115,361)     (63,598)
                                                               ---------    ---------

EFFECT OF FOREIGN CURRENCY TRANSACTIONS ON CASH                    3,301       (5,168)
                                                               ---------    ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS            (231,292)     175,806

NET CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                 180,343        4,537
                                                               ---------    ---------

NET CASH AND CASH EQUIVALENTS, END OF YEAR

                                                               $ (50,949)   $ 180,343
                                                               =========    =========



                             SEE ACCOMPANYING NOTES




                           TELEMAX COMMUNICATIONS INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2000



1.       ORGANIZATION

         The Company was incorporated  under the laws of the province of Ontario
         on May 12,  1997.  It  manufactures  and is a  distributor  of  prepaid
         telephone cards  operating under the trade name Telemax  Communications
         Inc.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         These  financial  statements  have been  prepared  in  accordance  with
         generally  accepted  accounting  principles  in Canada.  The  financial
         statements have been translated to U.S.  Dollars using the current rate
         method.  Outlined  below are  those  policies  considered  particularly
         significant for the Company. These financial statements are unaudited.

    (a)  Cash and cash equivalents

         For purposes of the statement of cash flows,  cash and cash equivalents
         consist of money market funds and demand  deposits in banks,  purchased
         with a maturity of three months or less.  The Company has no such items
         at June 30, 2000 and had $101,800 at June 30, 1999.

    (b)  Inventory

         Inventory of activated  and  un-activated  prepaid  telephone  cards is
         valued at the lower of cost and market.

    (c)  Fair value of financial instruments

         The Company estimates that the fair value of all financial  instruments
         at June 30, 2000 and 1999 does not differ materially from the aggregate
         carrying  values of its financial  instruments  recorded in the balance
         sheet.  The estimated  fair value of amounts of  receivables,  accounts
         payable and  accrued  liabilities  approximate  fair value due to their
         short-term  nature.  Considerable  judgment is required in interpreting
         market data to develop the  estimates of fair value,  and  accordingly,
         the  estimates are not  necessarily  indicative of the amounts that the
         Company could realize in a current market exchange.

    (d)  Capital Assets

         Capital   assets  are  recorded  at  cost.   Expenditures   for  normal
         maintenance   and  repairs   are   charged  to  expense  as   incurred.
         Depreciation is provided  annually at rates calculated to write-off the
         assets  over  the  estimated   useful  lives  of  the  related  assets.
         Depreciation  expense  was $53,350 for the year ended June 30, 2000 and
         $13,092 for the year ended June 30, 1999.

            Computer hardware                       - 12 years straight line
            Computer software                       -  2 years straight line
            Furniture  and fixtures                 - 10 years straight line
            Office  equipment under capital lease   - 10 years straight line
            Telephone equipment                     - 12 years straight line




                           TELEMAX COMMUNICATIONS INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2000


    (e)  Income taxes

         The  Company has filed  corporate  federal  and  provincial  income tax
         returns   through  April  30,  2000,   and  has  net   operating   loss
         carryforwards of $648,192  available to offset  financial  statement or
         tax return taxable income in future periods:

                  Year                        Loss            Expire
                  ----                        ----            ------

                  2000                      $413,910           2007
                  1999                      $120,920           2006
                  1998                      $113,362           2005

    (f)  Use of estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and assumptions  that effect certain  reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

3.  BANK LOANS PAYABLE

    The  Company's  bankers  have  provided  the  Company  with a line of credit
    facility of $202,750,  with interest at the bank's prime plus 1.25%, secured
    by a general security agreement over the Company's assets.

4.  LOANS PAYABLE

    The Company was provided  with a Small  Business  Loan by its bankers in the
    amount of  $169,000,  with  interest  at bank's  prime plus  2.5%,  which is
    secured by capital assets.  The Company has prepaid capital in the amount of
    $91,395. Repayment is $2,800 monthly, and will mature September 30, 2001.

5.  CAPITAL LEASE OBLIGATIONS

    The  Company  has  leased  office  equipment  for  a 5  year-term  repayable
    quarterly  at $2,900 plus  interest at 6%. The Company has the option to buy
    the equipment after 20 months for 48% of purchase price, $22,000.




6.  DIRECTORS' LOANS

    Non-interest  bearing  loans by  directors  are  reported  as  long-term  as
    advances are without terms of repayment.

7.  CAPITAL STOCK

    Authorized

    Unlimited  number of no par value common shares  Unlimited  number of no par
    value Class "A" shares Stated Capital

                                   2000              1999
                                   ----              ----
        1000 common shares      $      679        $      679
                                ==========        ==========




8.  SUBSEQUENT EVENTS

    The Company entered into an agreement effective July 31, 2000, part of which
    provides  for  $2,703,000  injection  of  capital  to  be  paid  in 4  equal
    installments plus interest at 12% on the outstanding balance:

                      November 1, 2000          $675,750
                      January 1, 2001           $675,750
                      April 1, 2001             $675,750
                      July 1, 2001              $675,750 plus accrued interest

    The proceeds are to be used to provide  funds for  expanding  the Company's
    operations.

9.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

    The Year 2000 Issue arises because many computerized  systems use two digits
    rather than four to identify a year.  Date-sensitive  systems may  recognize
    the  year  2000 as 1900  or  some  other  date,  resulting  in  errors  when
    information  using  year  2000  dates is  processed.  In  addition,  similar
    problems  may  arise in some  systems  which  use  certain  dates in 1999 to
    represent something other than a date.

    The effects of the Year 2000 Issue may be experienced  before,  on, or after
    January  1, 2000,  and,  if not  addressed,  the  impact on  operations  and
    financial  reporting  may range from  minor  errors to  significant  systems
    failure,  which could affect an entity's  ability to conduct normal business
    operations.  It is not  possible to be certain  that all aspects of the Year
    2000 Issue  affecting the entity,  including those related to the efforts of
    customers, suppliers, or other third parties, will be fully resolved.