UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1996

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934 [FEE REQUIRED]

For the transition period from __________________ to ____________________

                         Commission file number 0-26684

                             GLOBAL INTELLICOM, INC.
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             (Exact name of registrant as specified in its charter)

           Nevada                                        13-3797104
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(State or other jurisdiction of                        (I.R.S. Employer    
incorporation or organization)                       Identification Number)
                                             

 747 Third Avenue, New York, New York                       10017
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(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: (212)750-3772

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. Yes [_] No [_]

      The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 31, 1997 was approximately $15,927,925 (based on the
average between the closing bid and asked prices of Common Stock on such date),
which value, solely for the purposes of this calculation, excludes shares held
by Registrant's officers and directors. Such exclusion should not be deemed a
determination by Registrant that all such individuals are, in fact, affiliates
of the Registrant.

         As of March 31, 1997 there were outstanding 7,475,269 shares of Global
Intellicom, Inc.'s common stock, par value $.01 per share (the "Common Stock").
<PAGE>

                                     PART I

Item 1. Business

General

      Global Intellicom, Inc. (together with its subsidiaries, "Global" or the
"Company") develops, assembles, markets, supplies and supports complete computer
information systems, as well as computer, network and peripheral equipment and
software, to a wide range of customers, including corporate clients,
governmental entities, institutions, professional users and resellers. The
Company offers higher-end, enterprise-wide systems and components aimed
primarily at the client-server/network market, and also supplies consulting and
integration services, positioning itself as a total solution provider to its
customers. Additionally, the Company develops and markets speech recognition
technology in the form of software tools used by developers and other users of
voice-activated computer systems.

      Global's business is conducted through five wholly-owned operating
subsidiaries, each of which has a distinct and complementary role.

History and Subsidiaries

      Global was formed as a Nevada corporation in September, 1994. In December,
1994, it acquired Amcom Business Centers Corp. ("AMCOM"), a Pennsylavania-based
predecessor company, which acts as an aggregator and wholesale distributor of
brand name computer products. In order to avoid confusion with a similarly-named
company operating in the midwest, and to reflect an expanded business purpose,
AMCOM is changing its name to NEVCOR Technologies Group, Inc. ("NEVCOR").

      Also, at the time of its acquisition of NEVCOR, the Company formed VIRCOM
Inc. ("VIRCOM"), which operates as a value-added reseller ("VAR") and integrator
of computer hardware and software and peripheral equipment for the corporate,
government, education and professional end-user.

      Through National Computer Resources, Inc. ("NATCOM"), which the Company
acquired in September, 1995, Global provides high-performance, integrated
network computing systems, including hardware, software and services, for larger
customer accounts, based on equipment supplied by manufacturers such as NCR
Worldmark, Hewlett-Packard, IBM, Compaq and Sun MicroSystems.

      In September, 1996, Global acquired the business of ManTech Solutions
Corporation, a producer of quality, custom-built servers and workstations, now
operated through Global's 


                                      -2-
<PAGE>

subsidiary, Global-InSync, Inc. ("InSync"). As a result, Global supplies
build-to-order Pentium(R)-based servers and workstations for large customers
such as the Department of Defense, Lockheed-Martin, Loral Sytems, Electronic
Data Systems, and the General Services Administration.

      Most recently, in October, 1996, Global, through its subsidiary now known
as Speech Solutions, Inc. ("Speech Solutions"), acquired the assets of Pro
Notes, Inc., which had created voice recognition tools and interfaces for use
with IBM's VoiceType(TM) technology. Through Speech Solutions, Global offers
state-of-the-art voice recognition tools and interfaces for developers of speech
recognition applications based on the IBM VoiceType(TM) Dictation System.

Products

      The Company offers approximately 2,200 computer information system
products and components, including its own InSync servers and workstations, as
well as proprietary software.

      InSync Products and Assembly

            Using its own facilities in Springfield, Virginia, the Company
      assembles and supplies, under the InSync label, Pentium(R)-class
      customized workstations and file servers built to individual customer
      specifications. Workstations are configured on either Pentium(R) or
      Pentium-Pro(R) processors, and file servers are based on both Pentium Pro
      and multi-processor components. InSync product offerings include ISA, EISA
      and PCI architecture, desk-top, mid-tower or full-tower cases, enhanced
      IDE and SCSI hard drive platforms, CD-Rom drives, RAID array subsystems
      and Energy* compliant monitors. InSync workstations and fileservers are
      certified for use with Novell network software, Windows 95 and Windows NT.

            Custom-built InSync products are particularly suited for situations
      where standard models of name-brand equipment are either not
      cost-effective, are not flexible enough to fill a particular client need,
      or are not available in quantity on a stringent delivery schedule. Global
      can offer its InSync products bundled with configuration, installation,
      integration and maintenance services supplied by both InSync and Global's
      other divisions, while nationally known manufacturers often do not supply
      such "one-stop" service facilities, or are unable to change a production
      line to promptly accomodate a customized product need.

            InSync products are subject to stringent quality assurance
      processes, including dynamic burn-in. The products can be supplied with a
      significant portion of a customer's application software pre-loaded during
      the product assembly process, thereby saving clients significant
      installation time and improving the overall quality and consistency of a
      delivered system. InSync offers a three-year product warranty, the first
      year of which includes on-site service.


                                      -3-
<PAGE>

            Assembly facilities for InSync products consist of a 52,000 square
      foot plant in Springfield, Virginia. The plant includes parts receiving
      and warehousing, assembly operations, test and quality assurance
      functions, and packing and shipping. InSync employs a "just-in-time"
      inventory and production system, minimizing investment in component parts
      and enabling it to respond quickly to special customer needs. The facility
      has capacity to triple its assembly and production volume with minimal
      capital investment, through the addition of personnel and work shifts.

            InSync is one of only two certified build-to-order suppliers of
      workstation products for the General Services Administration.

      National Brand Name Products

            Through NEVCOR, the Company acts as an aggregator of desktop and
      notebook computer equipment, servers and peripheral products for NEC, a
      major manufacturer of personal computer equipment, and as a distributor
      for computer products of Sharp and InSync. (See "Marketing, Sales and
      Customers" below). In addition, NEVCOR supplies UNIX-based client-server
      and workstation equipment as a reseller for Sun MicroElectronics, a
      leading manufacturer. NEC equipment constitutes a significant portion of
      the products purchased and sold by the Company.

            The Company offers, through NATCOM, the server and workstation
      products of NCR Worldmark ("NCR") and a variety of related software
      applications and network and integration services. NATCOM also provides
      server and network products from Sun MicroSystems, IBM, Compaq, Microsoft
      and Hewlett-Packard, acting as a reseller for each Company. In addition,
      NATCOM supplies educational institutions with its SAMS software (Student
      Administrative Management System), a proprietary scheduling, management
      and administration program for elementary and middle schools.

Product Inventory and Shipment

      Except for InSync products which are shipped from InSync's plant, Global's
product inventories are kept at, and all products are distributed from, a
central warehouse and distribution facility located in West Chester,
Pennsylvania. The centralized distribution facility enables the Company to track
purchase orders, control inventory requirements, and respond quickly to customer
needs for existing and new products.

Speech Solutions Software - New Products

      Speech recognition technology is providing new opportunities in business
computing, in part because of the availability of cheaper computer memory and
faster computer processors
 

                                      -4-
<PAGE>

needed for handling speech-related programs. Of the dictation-oriented speech
recognition systems now commercially available, IBM's VoiceType(TM) Dictation
System for Windows appears, to Global's management, to hold the most promise as
a large vocabulary/free dictation system. However, in order to be able to be
integrated with Windows-based application programs, the IBM system must be
interfaced with programming tools permitting the creation of custom controls and
voice commands for a user application.

      Speech Solutions' Voice Tools, developed under contract with IBM, fulfills
this function. Voice Tools software is sold to developers of speech recognition
applications, either separately or bundled with the IBM VoiceType(TM) Dictation
System. Speech Solutions also markets its expertise in the speech recognition
field, acting as a consultant and custom software developer.

Supply and Integration of Complete Systems

      In addition to the distribution of specific products and hardware systems,
the Company functions as a VAR. VIRCOM acts as a reseller and integrator of
computer hardware and software and other peripheral equipment for the corporate,
government, education, and professional end-user. As part of its integrated
approach, VIRCOM offers wireless and cellular services which provide data
communications to and from remote locations, as well as consulting, training and
technological services.

      In its respective roles as aggregator, wholesale distributor and VAR to a
wide range of customers, the Company offers various marketing, consulting and
technical services. Such services include: needs analysis and selection of
various hardware and software options; network and system configuration and
design; custom software loading; integration of hardware and software elements;
system installation and testing; and maintenance. Such services are offered
through Global's technical and customer support staff and, where appropriate,
through outside contractors. In addition, NEVCOR, VIRCOM and NATCOM provide
various forms of product training and marketing, sales and advertising support
to their respective customers.

      By furnishing such services and by using its access to a variety of
workstation and network equipment, Global can combine the elements needed to
offer a complete system or a "total solution" to meet client needs. Global's
management believes that selling complete systems rather than separate
components will generate more loyal customers and will yield higher margins.

Marketing, Sales and Customers

      Global markets products and services to approximately 1,200 customers,
including corporations, government agencies, educational and other institutions,
professional users, VAR's and VAD's. Although products are marketed nationwide,
the majority of sales are to VAR's and VAD's located in the eastern half of the
United States.


                                      -5-
<PAGE>

      Excluding inter-company purchases, the two largest customers of Global
accounted for 18% and 14%, respectively, of the Company's total sales in 1996,
while in 1995, the two largest customers accounted for 10% and 6.8%,
respectively, of sales. No other customer in either year accounted for 10% of
sales. The Company considers its business relationship with such customers to be
good. However, a significant reduction in purchases by these customers, or a
loss of either customer account, could have a significant adverse impact on the
Company's business and financial results.

      At the end of 1996, the Company had a backlog of orders, reasonably
believed to be firm, of approximately $3.4 million.

      The Company's marketing and sales force consists of 43 employees who are
assigned to the respective marketing and sales efforts of Global's subsidiaries.
Marketing and sales efforts emphasize product quality and diversity, prompt
delivery, competitive pricing and a high level of product support, for which
Global's technical support staff is utilized. Training of sales personnel
includes product seminars conducted by manufacturers.

      In addition to servicing and furnishing post-sale support to existing
customers, the Company's sales force solicits new business by pursuing leads
from manufacturers with whom Global has distribution relationships, by
contacting prospects identified through other industry sources, and by direct
mail campaigns, participation in trade shows, and advertising in trade
publications. As part of its marketing approach, Global offers credit terms and
floor plan financing for qualified customers. (See "Floor Plan Financing"
below.)

Vendor Relationships

      Except for InSync equipment, the Company purchases products directly from
manufacturers and, in some cases, from other distributors, and its costs of
buying product are often as low as those for competitors many times its size.
Vendors benefit by gaining access, through Global, to a large base of computer
product resellers, while reducing vendors' inventory, credit, marketing and
overhead costs associated with establishing a direct relationship with
resellers.

      The Company considers numerous factors in vendor selection, including
product demand, availability and performance, technical sophistication and
profit margin potential, focusing its marketing and distribution efforts on the
products of key vendors. The Company enhances its relationships with vendors by
providing customer feedback on products and by cooperating with vendors in
developing marketing programs.

      The Company stocks products and accessories supplied by many vendors,
including such leading manufacturers of computer and data communications
products as IBM, Hewlett-Packard, Compaq, Sun MicroSystems, NEC, NCR, Sharp,
Toshiba, Cisco Systems, Ungermann-Bass and Racal DataCom.


                                      -6-
<PAGE>

      Of the Company's total product and component purchases in 1996,
approximately 37% were from NEC and 16% were from an OEM supplier.

      The Company considers its relationships with its key vendors to be good,
and the loss of a direct relationship between the Company and any of its key
vendors could have a material adverse impact on the Company's business and
financial results. In addition, the loss of the ability to distribute certain
products supplied by such vendors could result in the loss of sales of other
products not directly related to those of such vendors.

      The Company's vendor agreements generally grant the Company a
non-exclusive right to market and sell the vendor's products throughout the
United States, although under certain agreements, including those with NEC, the
Company may also distribute products throughout Canada. The Company believes its
agreements with vendors contain terms and conditions which are customary for the
industry, including minimum purchase requirements, allowing for termination if
such levels are not attained, and stock rotation and price protection provisions
which reduce, in part, the Company's risk of loss due to slow-moving inventory,
vendor price reductions, product updates or obsolescence. The vendor agreements
typically do not restrict the Company from selling similar products manufactured
by competitors, and allow termination by either party upon 30 to 90 days notice.
Upon termination, the Company generally is able to sell the related inventory
back to the vendor at cost.

      The Company's agreement with NEC (the "NEC Agreement") is non-exclusive
and authorizes NEVCOR to act as a full product line distributor throughout the
United States and Canada for NEC hardware, software and peripheral products. The
NEC Agreement does not contain minimum purchase requirements, but, in order to
receive the vendor's maximum discount from list prices, the Company must attain
a minimum volume of purchases. NEVCOR has surpassed these volume requirements in
each year. The vendor's price lists and discount schedule are subject to change
from time-to-time at the vendor's discretion. The NEC Agreement contains price
protection provisions, allows the Company to rotate outdated or discontinued
inventory, provides for marketing development funds payable to the Company by
NEC, and provides for automatic renewal of successive one-year terms, unless
otherwise terminated by either party.

      The Company's agreement with NCR (the "NCR Agreement") is non-exclusive
and authorizes NATCOM to act as a full-line reseller throughout the United
States for NCR's hardware, software and peripheral products. The NCR Agreement
does not contain minimum purchase requirements, but contemplates minimum sales
objectives, which have been surpassed in each year. The NCR Agreement provides
volume discounts from the vendor's list prices, depending on the volume of the
product purchased by the Company, but the discount schedule is subject to change
from time-to-time at the vendor's discretion. The NCR Agreement allows the
Company to rotate outdated or discontinued inventory and provides the Company
with price protection credits in the event the vendor decreases list prices or
applicable discounts. The NCR Agreement continues in effect unless terminated by
either party.

      While computer information system equipment is generally available on a
continuous 


                                      -7-
<PAGE>

basis, the demand for certain products sold by the Company occasionally exceeds
the supply available from the applicable manufacturer. In such cases, the
manufacturer attempts to allocate the affected product equitably among its
distributors and resellers, including the Company. Global's management is aware
that the Company's ability to compete effectively has been and may be
periodically affected by such occasional product shortages, and Global
accordingly pursues a strategy of expanding the base of vendors for whom it
distributes products.

      The Company receives quarterly credits on the purchase of certain vendors'
products. The amount of each vendor's credits depends upon the quantity of
products purchased or the Company's cost of products shipped. Such credits are
reflected in the Company's financial statements as a reduction of product
inventory cost when earned.

Competition

      Competition in the wholesale distribution of computer systems and
equipment is intense. The Company's competitors in wholesale distribution
include national and regional distributors, aggregators and franchisers, of
whom, according to a survey conducted by Computer Resellers News, there are
approximately 200 throughout the United States. Many or most of these
competitors are privately held, and, accordingly, information on their size and
business is not readily available, although the Company believes there are a
significant number of competitors having substantially greater resources than
Global.

      While there is no dominant competitor in wholesale distribution, the
Company's largest competitors appear to be Inacom Intelligent Electronics, Inc.,
Ingram Micro, Inc., Merisel, Inc., Tech Data Corporation, Gates/Arrow
Distributing, Inc., MicroAge, Inc. and a number of regional wholesale
distributors and aggregators. In some cases, the Company also competes with
manufacturers' direct sales to superstores, although many manufacturers limit
such direct sales because of the cost of dealing with a large number of
low-volume resellers.

      In the server/network market addressed by NATCOM, the major competitor is
Cambridge Technology Partners.

      Key competitive factors in the wholesale distribution industry include
product line selection and quality, availability, prompt delivery, pricing and
technical support. While a number of national and regional aggregators and
wholesale distributors may have substantially greater financial resources and
larger staffs than the Company, the Company views its emphasis on service and
technical support, and its offering of total systems and total solutions for
customers, as a competitive strength.

Floorplan Financing Arrangements

      In addition to selling products against immediate payment, Global extends
payment terms


                                      -8-
<PAGE>

to certain customers with approved credit, based upon their financial profile
and credit history, and to purchasers who have qualified for floorplan
financing.

      To reduce payment risk and to facilitate sales to resellers, the Company
has floorplanning agreements with Finova Capital Corporation, IBM Credit Corp.,
Deutsche Financial Services, Nations Credit, and TransAmerica Credit. These
floorplanning agreements transfer responsibility for payment from a reseller
customer of Global to the floorplan finance company. Product is shipped by the
Company to a reseller following receipt of credit authorization for the purchase
from one of the floorplan finance companies. The finance company pays Global for
the purchase, generally within 3 to 15 days of shipment, and the reseller is
then obligated to reimburse the floorplanning company for the purchase price of
the product. The Company is typically required to pay the finance company a
range of floorplan "points" based on the invoice price of the products
purchased.

      The Company finances the purchase of most of its inventory through its
floorplanning credit facility with Finova Capital Corporation. The terms offered
to the Company by its vendors generally allow the Company to maintain the
product in inventory for between 45 and 60 days without incurring finance
charges.

Financing of Accounts Receivable; Customer Credit

      The Company has a factoring facility with Century Business Credit
Corporation ("Century"). Century purchases, on an uncommitted basis, receivables
from the Company. This factoring facility enhances the liquidity of the
Company's asset base and improves the Company's ability to manage its cash flow.
Purchases of receivables by Century may be made on either a recourse or
non-recourse basis. For customers who have been previously approved by Century,
such purchases will be made on a non-recourse basis, which means that the risk
of non-payment will be borne by Century. The Company retains the option of
selling certain approved receivables to Century on a partial or full recourse
basis.

      On January 22, 1997, InSync entered into an agreement with Century, under
which Century agreed to factor Insync receivables on a full recourse basis and
other terms comparable to those previously afforded Global. The InSync factoring
agreement is terminable by either party upon 60 days notice.

      The Company has negotiated a new factoring agreement with Century which,
in the view of Global's management, will contain terms more favorable to the
Company than those contained in the prior agreement.

      Global views its relationships with both Century and Finova Capital
Corporation to be important and beneficial, and the loss of either such
relationship (which is not anticipated) could adversely affect Global's
business.


                                      -9-
<PAGE>

      The Company also uses a Credit Committee composed of Global officers and
employees to monitor and control its credit exposure on customer receivables.
The Credit Committee undertakes background credit checks for all proposed
customers. Assuming credit is acceptable, the Credit Committee establishes
limits on the amount of outstanding receivables which a customer can incur.
Orders in excess of this limit may only be authorized by the Credit Committee.
Customers who fail to adhere to agreed credit terms are contacted, and the
Company ordinarily discontinues shipments until acceptable credit standing is
reestablished.

Trademarks and Copyrights

      The Company is in the process of applying to register various trademarks
and tradenames associated with its business. In addition, the Company holds
software copyrights and intends to acquire and register other copyrights. While
trademark and copyright registration, to the extent obtained, may prove to be a
benefit to the Company, the Company's business is not, and is not expected to
be, materially dependent on any such registration. Management believes that the
success of Global will be based more on the quality of its products and
services, and on the knowhow and skill of its marketing and technical support
efforts, than on any trademark, tradename or copyright registration.

Employees

      As of December 31, 1996, the Company had 126 full-time employees,
including 43 persons employed in sales and marketing functions, 15 persons in
production and assembly, 19 persons involved in technical support roles, 13
persons involved in purchasing and warehouse functions, and 36 persons involved
in executive, administrative, and finance functions. None of Global's employees
are covered by collective bargaining agreements. Global considers its relations
with its employees to be good.

1996 Acquisitions

      As previously reported, in September, 1996, InSync purchased substantially
all of the assets of Mantech Solutions Corporation ("MSOL"), which was engaged
in the business of manufacturing made-to-order computer servers and
workstations. The MSOL assets acquired include all intellectual property,
fixtures, inventory, trade accounts and accounts and notes receivable and all
other assets material to the operation of MSOL's business.

      The agreed purchase price was $5,736,084, being paid to MSOL as follows:

      (a) 350,000 shares of Global's Series 3 Cumulative Preferred Stock having
a liquidation preference of $10 per share and bearing a 6% cumulative dividend
payable semiannually beginning June 30, 1997. The Series 3 shares are
convertible at a value of $10 per


                                      -10-
<PAGE>

share into restricted shares of Global Common Stock. The Series 3 Preferred
shares have special voting rights which, should the Company default in paying
the Series 3 dividend, entitle the Series 3 holders to elect a member of the
Company's board of directors for each second dividend payment which is missed.

      (b) a promissory note from InSync to MSOL, guaranteed by Global, for
$1,486,084 (the "First Note") bearing interest at 9% per annum. Under the terms
of the First Note, interest does not accrue until March 16, 1997. Payments under
the First Note are to be made 45 days after the close of each fiscal quarter,
commencing with the quarter ended June 30, 1997, in the amount of 2% of InSync's
net sales. If, at the end of each subsequent 12-month period beginning with the
12 months ending June 30, 1998, the sum of the quarterly Note payments is less
than the interest accrued over the previous four quarters, plus 10% of the
original principal amount, an adjustment payment will be made to cover any
shortfall.

      (c) a promissory note from InSync to MSOL, guaranteed by Global, for
$470,000, with substantially the same terms as the First Note, except that
payments do not commence until the earlier of December 31, 2001, or upon payment
in full of the First Note.

      (d) 49,778 restricted shares of Global Common Stock.

      Also as previously reported, in October, 1996, Speech Solutions entered
into an agreement by which it purchased substantially all of the assets of Pro
Notes, Inc. ("Pro Notes"), a Pennsylvania corporation engaged in the development
and marketing of speech recognition computer software, including developer's
tools and voice command and control applications. Speech Solutions did not
assume any of Pro Notes' liabilities.

      The aggregate purchase price for the Pro Notes assets consisted of
$325,000, plus an earn-out amount equal to 3% of the gross sales of any Pro
Notes products sold by Speech Solutions or its affiliates to an unaffiliated
third party purchaser during the five-year period following the closing. The
earn-out amount will only be payable to the extent of Speech Solutions'
cumulative available net earnings before interest and taxes, but Pro Notes will
be entitled to receive a minimum aggregate earn-out payment equal to $195,000
for the entire five-year period. In the event that total earn-out payments are
less than $1,375,000 at the end of the five-year period, such period shall be
extended for a period not to exceed an additional five years or, until the
aggregate earn-out amount reaches $1,950,000, whichever occurs first.

Company Financing

      In order to fund its working capital requirements, the Company entered
into a number of short-term loan transactions between January and August, 1996.

      Two loans in the aggregate principal amount of $700,000 were arranged with
non-affiliated parties, including a $500,000 loan with interest at an annual
rate of 24%, and a


                                      -11-
<PAGE>

$200,000 loan for which the Company issued warrants for the purchase of 70,000
shares of Common Stock at an exercise price of $3.00 per share in lieu of
interest. Both loans were fully repaid during the year.

      The Company also entered into a number of loan arrangements with
affiliated parties in an aggregate principal amount of $290,000. Included were
(i) a $200,000 loan made by a limited partnership controlled by an outside
director, and (ii) three separate loans in the aggregate principal amount of
$90,000 from an outside director, an officer and a stockholder, at an interest
rate of 10% per annum each, of which $65,000 is due April, 1997 and $25,000 is
due in May, 1997. The $200,000 loan was repaid in full during 1996.

      Between July 9 and October 4, 1996, the Company sold 140,000 shares of
Common Stock and a total of 355,825 shares of various series of Convertible
Preferred Stock to foreign investors under Regulation S, all of which
transactions were reported by the Company in its Form 10-Q filed for the quarter
ended September 30, 1996. The Company obtained net proceeds of approximately
$4,300,000, after all costs associated with the offering of such securities.

Other Transactions

      In August, 1996, in connection with the sale of securities to foreign
investors pursuant to Regulation S, the Company entered into an agreement with
World Capital Funding, Inc., under which the Company paid a fee of 10% of the
gross proceeds of such sale to World Capital. In addition, the agreement called
for the issuance of 5,000 restricted shares of Common Stock for each $1,000,000
in foreign investor subscriptions received.

      At the same time, the Company entered into an agreement with Corporate
Relations Group, Inc. ("CRG"), pursuant to which the Company engaged CRG to
provide advice on the raising of capital, arrange broker meetings and
presentations, and assist with investor relations, press releases, corporate
publications and other matters. The Company paid CRG fees of $617,000, and its
agreement with CRG provided for issuance of various options for the purchase of
a total of 500,000 shares of Common Stock exercisable at prices ranging from
$3.75 to $6.75 per share.

Item 2. Properties

      Global's principal executive offices are located at 747 Third Avenue, New
York, New York 10017, under a lease expiring in August 2005. Global's InSync
production facility leases 52,000 square feet in Springfield, Virginia, under a
lease expiring in March, 1998. Global occupies approximately 22,000 square feet
of warehouse space as well as additional telemarketing, distribution and
administrative facilities, in West Chester, Pennsylvania, under a lease expiring
in April, 2000. Global also leases two small offices in Jamesburg, New Jersey
and Orlando, Florida, and Speech Solutions occupies office facilities in
Philadelphia.


                                      -12-
<PAGE>

      The Company has negotiated arrangements for the early termination of its
warehouse lease and expects to enter into a new lease for a distribution
facility in Fort Washington, Pennsylvania, on terms more advantageous than the
existing warehouse lease. Also, the Company does not expect any difficulties in
negotiating a renewal of the InSync production facility lease at prevailing
market rates.

Item 3. Legal Proceedings.

      In October, 1996, Scott and Ellen Arch, the former owners NEVCOR,
commenced an action in the Delaware County Court of Common Pleas against NEVCOR
and two of the Company's directors as guarantors (the "Arch Complaint"). The
Arch Complaint stems from a dispute over the proper calculation of certain
state, local and federal income taxes incurred by the plaintiffs in 1994, which
amounts were included in the purchase price paid by Global for NEVCOR's
business. The plaintiffs allege that they are due an additional payment of
$93,449 in respect of such taxes, but NEVCOR and the Company believe that all
sums due to the plaintiffs on account of such tax obligations have been paid.
The Company intends to defend this action vigorously.

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

      None.

                                     PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.

      The Common Stock of Global is listed on the NASDAQ Small Cap Market under
the symbol GBIT. From May 16, 1996, when Global's Common Stock was first listed
on NASDAQ, to December 31, 1996, the high and low bid prices of Common Stock as
reported on NASDAQ were as follows for the calendar quarters indicated:

                                                                     Bid
                                                                     ---
                                                                High       Low
                                                                ----       ---

May 16 to June 30, 1996                                         6 7/8      4

July 1 to September 30, 1996                                    6          2 3/4

October 1 to December 31, 1996                                  6          1 7/8


                                      -13-
<PAGE>

      From November 13, 1995 to May 16, 1996, Global's Common Stock was listed
on the OTC Bulletin Board under the symbol "GBIT". The high and low bid
quotations for the Common Stock from November 13 to December 31, 1995, as
reported on the OTC Bulletin Board, were $3.25 and $1.00, respectively. The high
and low bid quotations on the OTC Bulletin Board for the first quarter of 1996
were $7.375 and $3.00, respectively.

      The bid quotations represent inter-dealer prices and do not include retail
mark-ups, mark-downs or commissions and may not necessarily represent actual
transactions.

      No dividends have been declared or paid with respect to the Common Stock.

      As of March 18, 1997, there were approximately 3,688 record holders of the
Company's Common Stock. As of March 31, 1997 there were 7,475,269 shares of the
Company's Common Stock outstanding.

Issuance of Securities Not Registered under the Securities Act of 1933, as
Amended

      The following unregistered securities were issued by the Company in 1996:

      (a) In September, 1996, in connection with the Company's acquisition of
the assets of MSOL, the Company issued a total of 350,000 shares of Series 3
Cumulative Preferred Stock, convertible into Common Stock at a price of $10.00
per share, and 49,778 shares of Common Stock. The Preferred and Common shares
were issued in payment of a portion of the purchase price paid for the MSOL
assets. (See description under heading "1996 Acquisitions" in Item 1 above.)

      (b) In October, 1996, the Company issued a total of 22,223 shares of
Common Stock to two employees of InSync in consideration of the termination and
waiver of certain rights under employment agreements between such employees and
InSync.

      (c) In May, 1996, the Company issued an aggregate of 15,000 shares of
Common Stock to two outside directors in lieu of payment of a total of $45,000
of outside directors' fees for 1995 and 1996.

      All of the foregoing securities were issued with standard restrictive
legends, and stop transfer instructions were filed with the Company's transfer
agent in connection therewith. Such issuances represented private transactions,
and no underwriter or public offering was involved. By reason of the foregoing
facts, the Company claims exemption for such issuances as private transactions
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

      The foregoing issuances were described in quarterly reports previously
filed by the Company, as were issuances of shares of Preferred and Common Stock
sold to foreign investors under Regulation S (see Item 1, "Company Financing").


                                      -14-
<PAGE>

Item 6. Selected Financial Data (in thousands, except per share data).

Consolidated Statement of Operations Data:

<TABLE>
<CAPTION>
                                   Company                    Predecessor Company
                   ---------------------------------------  -------------------------
                      Year          Year      September 1,   January 1,       Year
                      Ended         Ended       1994 to      1994 to         Ended
                   December 31   December 31  December 31   December 31   December 31
                      1996          1995        1994(1)       1994(1)        1993
                  ------------   -----------  -----------   -----------  -----------
<S>               <C>            <C>          <C>           <C>          <C>        
Net Sales ......  $ 42,139,032   $30,477,467  $ 1,386,364   $22,948,519  $28,124,164
Net Income
(loss) .........    (1,085,388)      270,183     (158,184)      349,797      836,402
Net Income
(loss) per share          (.33)          .09         (.06)          N/A          N/A
Pro forma net
income (2) .....           N/A           N/A          N/A       210,089      502,343
Pro  forma net
income per share           N/A           N/A          N/A           N/A          N/A
Shares used in
computing net
income (loss)
per share ......     3,527,053     2,927,170    2,500,000           N/A          N/A
</TABLE>

Consolidated Balance Sheet Data:

<TABLE>
<CAPTION>
                                               Company                               Predecessor Company
                           -----------------------------------------------       ----------------------------   
                           December 31       December 31       December 31       December 7       December 31
                               1996              1995             1994(1)           1994(1)           1993
                           -----------       -------------     -----------       ----------       -----------
<S>                        <C>               <C>               <C>               <C>              <C>    
Working capital
(deficit) ............     $ 3,930,788         (1,106,451)         30,687          516,965           765,762
Total assets .........      22,586,460         11,313,831       6,246,558        5,988,568         5,936,352
Due to financial
institutions .........       1,711,429          4,994,135       3,479,188        4,546,657         4,793,856
Stockholder's equity .       9,625,172          2,329,524       1,741,816          903,199           853,402
</TABLE>

----------

(1)   The Company was incorporated on September 1, 1994. The Company purchased
      the net assets of the Predecessor Company on December 8, 1994 and
      commenced operations on that date.

(2)   Pro forma net income has been presented to show results of operations
      assuming the Predecessor Company filed its income tax return as a C
      corporation.

(3)   See Notes 1 and 20 of Notes to the Consolidated Financial Statements for
      an explanation of the calculation of shares used in computing net income
      (loss) per share.


                                      -15-
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operation

Background

      In December, 1994, Global acquired the assets and business of its
predecessor company and also organized VIRCOM. Effective September 1, 1995,
pursuant to a registration statement filed with the Securities and Exchange
Commission, a public distribution of 850,000 shares of Global's Common Stock was
made to shareholders of another publicly held entity, as a result of which
Global became a reporting public company.

      On September 28, 1995, the Company acquired NATCOM. Effective September 1,
1996, the Company purchased, through InSync, substantially all of the assets of
MSOL. On October 18, 1996, the Company purchased, through Speech Solutions, the
assets and business of Pro Notes, Inc.

      The following discussion and analysis compares: (i) the operating results
of the Company for 1996 (which includes the operating results of InSync from
September 1, 1996 to December 31, 1996 and Speech Solutions from October 18,
1996 to December 31, 1996) as compared with the operating results of the Company
for 1995 and; (ii) the operating results of the Company for the year 1995 as
compared with the operating results of the Company for the period from Global's
inception on September 1, 1994 through December 31, 1994 (which period includes
the operating results of NEVCOR from December 8, 1994 to December 31, 1994)
combined with the operating results of the predecessor company for the period
January 1, 1994 through December 7, 1994 (such combined periods being referred
to as the "Combined 1994 Year").

      Also included is a discussion and analysis of the Company's financial
condition and liquidity as of December 31, 1996. The following text should be
read in conjunction with the Company's Financial Statements contained in this
report.

Year Ended December 31, 1996 as Compared With Year Ended December 31, 1995

Net Sales

      Net sales increased to $42,139,032 for the year ended 1996 from
$30,447,467 for the year ended 1995, a 38% increase. Net sales of InSync from
the effective date of its acquisition on September 1, 1996 to December 31, 1996
were $13,985,710. Net sales of NATCOM for the full 1996 year were $5,315,711
compared to $2,356,670 from the date of its acquisition on September 28, 1995 to
December 31, 1995. The increase in Global's aggregate net sales for 1996 due to
the InSync and NATCOM acquisitions were partially offset by a decrease in NEVCOR
and VIRCOM sales as a result of certain product unavailability.


                                      -16-
<PAGE>

Gross Profit

      The Company's gross profit for 1996 rose to $6,349,872 from $3,759,423 for
1995, with the gain of $2,590,449 representing contributions from a full year of
operations of NATCOM and four months of operations of InSync in 1996. Overall
gross profit for the two years as a percentage of net sales amounted to 15.1% in
1996 and 12.3% in 1995, although these amounts are not representative of a
comparison based on consistent full-year results because of the timing of the
NATCOM and InSync acquisitions. On a consistent basis, if the operations of
InSync and NATCOM were not included in either year, the Company's gross profit
as a percentage of sales would have been 13.6% for 1996 and 11.0% for 1995.

Operating Expenses

      Operating expenses for 1996 rose substantially, to $7,310,664 from 1995's
level of $3,357,036, a 118% increase. Of the $3,953,628 increase, $2,338,916
represents incremental operating expense resulting from the inclusion of a full
year of operations of NATCOM and four months of operations of InSync in 1996,
and the remaining $1,614,712 represents additional investment in sales,
marketing and administrative personnel, along with expenditures in integrating
acquired operations.

Other Expenses

      Other expenses, principally interest expense, rose to $831,135 for 1996
from $317,945 for 1995, or a $513,190 increase. The increase in 1996 interest
expense was primarily due to higher costs associated with short-term bridge
loans earlier in the year, as well as to an increase in indebtedness to the
Company's factor and financial institution because of higher operating levels.

Income (Loss) Before Provision for Income Tax Credits

      For 1996, the Company generated a loss of ($1,791,927) after operating and
other expenses, compared to income before tax credits of $84,442 in 1995, as the
gains in gross profit from the full-year of operations of NATCOM and from the
four-month contribution of InSync were more than offset by the increases in such
expenses as noted above.

Provision for Income Tax Credits

      The 1996 benefit for income taxes was $706,539 compared with a benefit of
$185,741 for 1995. The deferred tax benefits are based on deferred tax assets
which are considered realizable.

Net Income (Loss) Per Share

      As a result of the factors discussed above, the net loss for 1996 was
($1,085,388) and net loss per share was ($.33), as compared to net income of
$270,183 and net income per share of $.09 for 1995. The per share calculation is
based on the weighted average number of shares


                                      -17-
<PAGE>

outstanding.

Year Ended December 31, 1995 as Compared With the Combined 1994 Year

Net Sales

      Net sales increased to $30,447,467 for the year ended 1995 from
$24,334,883 for the Combined 1994 Year, or a $6,112,584 increase. Net sales of
NATCOM, from the date of its acquisition on September 28, 1995 to December 31,
1995 represented $2,356,670 of the above-mentioned increase. The remaining
increase in net sales of $3,755,914 or 15.4% was due to improved sales efforts
emphasizing an increase in both volume and profitability. Increased sales to new
and existing customers included a significant increase to a Fortune 500 client.

Gross Profit

      Gross profit increased to $3,759,423 for the year ended 1995 from
$1,442,841 for the Combined 1994 Year, or a $2,316,582 increase. Gross profit of
NATCOM from the date of acquisition represents $669,116 of the increase. Gross
profit excluding NATCOM as a percentage of net sales was 11.0% in 1995 as
compared to 5.9% in the Combined 1994 Year.

Operating Expenses

      Operating expenses rose to $3,357,036 for the year ended 1995 from
$1,170,089 for the Combined 1994 Year, or an increase of $2,186,947. Operating
expenses of NATCOM from the date of its acquisition represented $409,021 of the
increase. The remaining $1,777,926 was due to the following items: increases in
salaries and related payroll expenses, and greater selling expenses to support
sales efforts; increased rent expense reflecting the Company's move to newer and
larger facilities consisting of a warehouse, a configuration center and
operating offices in West Chester, Pennsylvania and executive offices in New
York City; higher depreciation and amortization expense as a result of the
NEVCOR acquisition.

Other Expenses

      Other expenses, principally interest expense, increased to $317,945 for
the year ended 1995, from $81,139 for the Combined 1994 Year. NATCOM, from the
date of its acquisition, represents $2,905 of this increase. The remaining
increase of $233,901 was due to costs relating to the accounts receivable credit
facilities and increased borrowings under the Company's credit facilities.

Provision for Income Tax Credit

      The 1995 provision for income tax credits was $185,741 for the year ended
1995 primarily due to the recognition of a deferred tax benefit as such deferred
tax assets are 


                                      -18-
<PAGE>

considered realizable.

Net Income per Share

      As a result of the above factors, net income was $270,183 and net income
per share was $0.09 for the year ended 1995. The per share calculation is based
on 2,927,170 weighted average shares of Common Stock outstanding.

Financial Condition and Liquidity

      The Company's cash balance at year-end was $1,516,072 and its working
capital amounted to $3,930,788, compared to cash of $496,662 and a working
capital deficit of $1,107,000 at the end of 1995. Cash flow from operating
activities was $1,646,387 compared with $596,022 at the end of 1995.

      The Company is party to a floor plan financing agreement with Finova
Capital Corp., under which it has a credit line of up to $8,000,000, used to
finance inventory purchases for NEVCOR, VIRCOM and NATCOM. The Company's
obligations under the loan agreement with Finova are personally guaranteed by
three of the Company's directors.

      In addition, the Company has a factoring agreement with Century Business
Credit Corporation ("Century") under which it factors trade receivables. The
maximum aggregate amount available under the factoring facility is $9,000,000,
and approved customer receivables are handled on a non-recourse basis. The
Company's obligations under the factoring arrangement are personally guaranteed
by two of the Company's directors. The Company has negotiated a new factoring
agreement with Century which, in the view of Global's management, will contain
terms more favorable to the Company than those contained in the prior agreement.

      In early 1996, the Company entered into a number of short-term loan
arrangements in order to meet the increased liquidity needs of its expanding
business operations. (See discussion under item 1, "Company Financing".) Also,
between July 9 and October 4, 1996, the Company sold 140,000 shares of Common
Stock and a total of 355,825 shares of various series of Convertible Preferred
Stock to foreign investors under Regulation S, obtaining net proceeds of
$4,294,129, after costs totaling $2,677,371.

      Since inception, the Company has been actively engaged in making
acquisitions of related businesses, and expects to continue to do so in the
foreseeable future. Under existing acquisition agreements, the Company has a
variety of commitments, as described below.

      In accordance with the agreements relating to the acquisition of NEVCOR,
the Company is required to pay the following amounts: a contingent payment based
upon 1/2% of net sales (as defined) which was due quarterly during 1996, and
monthly after January 1, 1997 thereafter.


                                      -19-
<PAGE>

      The acquisition of NATCOM requires the Company to make the following
future payments: $79,000 due at the end of each of the next seven quarters
following the one year anniversary of the Closing Date; and $80,000 following
the three-year anniversary, due September 28, 1998. In March 1996, the purchase
price was increased by an amendment to the acquisition agreement to include
$48,678 in lieu of amounts payable for 1995 in accordance with certain
employment and/or consulting agreements. In March 1997, the purchase price was
further increased by $359,735, of which $212,658 is payable in six monthly
installments of $35,443, commencing in July 1997, and the balance is payable
based on achieving certain performance goals. The payments may be subject to
certain adjustments for prior income taxes due by the sellers.

      Future commitments for the Company's acquisition of the InSync business
include a promissory note, guaranteed by the Company, for $1,486,084, (the
"First Note") bearing interest at 9% per annum and a second promissory note,
guaranteed by the Company, for $470,000 ("the Second Note"). Under the terms of
the First Note, interest does not accrue until March 16, 1997. Payments under
the First Note are to be made 45 days after the close of each fiscal quarter,
commencing with the quarter ended June 30, 1997, in the amount of 2% of InSync's
net sales. If, at the end of each subsequent 12-month period beginning with the
12 months ending June 30, 1998, the sum of the quarterly Note payments is less
than the interest accrued over the previous four quarters, plus 10% of the
original principal amount, an adjustment payment will be made to cover any
shortfall. The Second Note contains substantially the same terms as the First
Note, except that payments do not commence until the earlier of December 31,
2001, or upon payment in full of the First Note.

      The Company expects that income and cash flow anticipated from 1997
operations, together with existing financing arrangements and working capital,
will be sufficient to fund the Company's operations at existing levels. However,
if Global's operating levels and future growth exceed its financial resources,
the Company will be required to seek additional credit and financing facilities,
either through institutional financing or the issuance of debt or equity
securities in the private or public market. There is no assurance that such
credit or financing arrangements will be available on acceptable terms if
needed.

Inflation.

      The impact of inflation on the Company's operations has not been
significant to date. There can be no assurance that a high rate of inflation in
the future would not have an adverse effect on the Company's operations.


                                      -20-
<PAGE>

Item 8. Financial Statements and Supplementary Data

      The response to this item is submitted as a separate section of this
report commencing on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

         None.

                                    PART III

      Pursuant to General Instruction G-3, and in response to the items
contained in this Part III, the Registrant is incorporating by reference the
information which will be included in Registrant's definitive proxy statement to
be filed within 120 days after December 31, 1996.

                                     PART IV

Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

      (a)   The following documents are filed as a part of this report:

            1.    Financial Statements

                  The response to this portion of Item 14 is submitted as a
                  separate section of this report commencing on page F-1.

            2.    Financial Statements Schedules

                  The Financial Statement Schedules are appended following the
                  Financial Statements.

            3.    Exhibits

                  The following is a description of exhibits required to be
                  filed with this report (item numbers are those assigned in the
                  Exhibits Table of Item 601,


                                      -21-
<PAGE>

                  Regulation S-K), and the incorporation-by-reference codes
                  following each item are explained at the end of the listing:

           (3)(i) Restated Articles of Incorporation and Certificate of
                  Change.(+)

            (ii)  Amended and Restated By-Laws.(*)

            (4.1) Form of Common Stock Certificate.(*)

            (4.2) Escrow Agreement, dated as of February 24, 1995, among
                  Communications and Entertainment Corp., Continental Stock
                  Transfer & Trust Company and Global Intellicom, Inc.
                  ("Global")(*)

            (4.3) Lock-Up Agreement dated May 26, 1995.(*)

            (4.4) Form of Regulation S Securities Subscription Agreement,
                  pursuant to which the Company sold 330,000 shares of Series 1
                  Convertible Preferred Stock.(++)

            (4.5) Form of Offshore Securities Subscription Agreement, pursuant
                  to which the Company sold 825 shares of Series 2 Convertible
                  Preferred Stock.(++)

            (4.6) Form of Regulation S Securities Subscription Agreement,
                  pursuant to which the Company sold 25,000 shares of Series 4
                  Convertible Preferred Stock.(++)

            (5)   Form of Opinion of Goodkind Labaton Rudoff & Sucharow LLP.(**)

            (10)  Material Contracts

           (10.1) Asset Purchase Agreement, dated as of October 28, 1994,
                  between Tech Acquisition Corp. and AMCom Business Centers
                  Corp. (*)

           (10.2) Assignment and Assumption dated as of December 8, 1994
                  between Tech Acquisition Corp. and Global.(*)

           (10.3) Global Stock Option Plan.(*)

           (10.4) Additional Benefit Plan of Global.(*)


                                      -22-
<PAGE>

           (10.5) Employment Agreement, dated as of January 1, 1995, between
                  Global and Anthony R. Cucchi.(*)

           (10.6) Loan and Security Agreement, dated December 8, 1994, among
                  Finova Capital Corporation ("Financial Institution") (f/k/a
                  Greyhound Financial Corporation) and Global's subsidiaries.(*)

           (10.7) First Amendment to Loan and Security Agreement dated May 26,
                  1995, among the Financial Institution, Global's subsidiaries
                  and certain guarantors.(*)

           (10.8) Floorplan Credit Line Replacement Note, dated May 26, 1995,
                  payable to the Financial Institution by Global's
                  subsidiaries.(*)

           (10.9) Letter Agreement dated May 26, 1995 between VirCom, Inc.
                  ("VIRCOM") and Century Business Credit Corporation.
                  ("Century")(*)

          (10.10) Letter Agreement, dated May 26, 1995, between AMCom Business
                  Centers Corp. ("AMCOM") and Century.(*)

          (10.11) Corporate Guaranty Unlimited executed by Global to Century,
                  dated May 26, 1995, with respect to AMCOM.(*)

          (10.12) Intercreditor Agreement, dated May 26, 1995, among AMCOM,
                  VIRCOM, the Financial Institution and Century.(*)

          (10.13) Distribution Agreement, dated April 11, 1991, between
                  Claren, Inc. and Texas Instruments, Inc. and Assignment
                  Agreement from Claren, Inc. to AMCOM.(*)

          (10.14) Nectech Authorized Major Reseller Agreement dated April 12,
                  1990.(*)

          (10.15) Dealer Agreement, dated December 1995, between AT&T Global
                  Information Solutions (f/k/a NCR Corporation) and AMCOM.(*)

          (10.16) Lease Agreement, dated March 20, 1995, between AMCOM and
                  Warehouse Associates for Global's West Chester, Pennsylvania
                  facilities.(*)


                                      -23-
<PAGE>

          (10.17) Stock Purchase Agreement dated September 28, 1995 by and
                  between Global and the Sellers named therein(***)

          (10.18) Warrant Agreement dated March 20, 1996 by and between Global
                  and N. Norman Muller, Howard Maidenbaum, Anthony R. Cucchi,
                  Thomas W. Smith, Wayne M. Rogers and David A. Mortman (each a
                  Director)(++ ++)

          (10.19) Letter Agreement dated as of January 1, 1995 between Global
                  and Perry Scheer.(++ ++)

          (10.20) Letter Agreement dated January 1, 1996 between Global and
                  Wayne M. Rogers.(++ ++)

          (10.21) Warrant Agreement dated March 5, 1996 by and between Global
                  and Pacific Consulting Group.(++ ++)

          (10.22) Warrant Agreement dated March 20, 1996 by and between Global
                  and Wharton Associates.(++ ++)

          (10.23) Warrant Agreement dated March 5, 1996 by and between Global
                  and MWW/Strategic Communications, Inc.(++ ++)

          (10.24) Letter Agreement dated as March 27, 1996 by and between
                  Global, AMCOM and Warehouse Associates.(++ ++)

          (10.25) Amendment Agreement dated as of March 28, 1996 by and
                  between Global and the Sellers named therein.(++ ++)

          (10.26) Employment Agreement dated September 28, 1995 between
                  National Computer Resources, Inc. ("NATCOM"), Global as
                  guarantor and Frederick Smith.(++ ++)

          (10.27) Employment Agreement dated September 28, 1995 between
                  NATCOM, Global as guarantor and Richard Dilts.(++ ++)

          (10.28) Consulting Agreement dated September 28, 1995 between
                  NATCOM, Global as guarantor and Stephen T. Barry.(++ ++)

          (10.29) Letter Agreement dated December 31, 1995 by and between
                  Global and Messrs. Maidenbaum and Muller.(++ ++)

          (10.30) Warrant Agreement dated March 20, 1996 by and between 


                                      -24-
<PAGE>

                  Global and Perry Scheer.(++ ++)

          (10.31) Settlement Agreement and Mutual Release dated March 28, 1996
                  by and between Grove Avenue Corp. and AMCOM, VIRCOM and
                  Global.(++ ++)

          (10.32) Assignment & Assumption Agreement dated December 8, 1994
                  between Tech Acquisition Corp. and AMCom Business Centers
                  Corp.(**)

          (10.33) Employment Agreement, dated January 1, 1994 between Thomas
                  Vetterani and AMCom.(**)

          (10.34) Stock Purchase Agreement by and between Global Intellicom,
                  Inc. and the Sellers named therein.(***)

          (10.35) Asset Purchase Agreement dated as of September 16, 1996,
                  pursuant to which the Company's wholly owned subsidiary
                  Global-Insync, Inc. purchased substantially all of the assets
                  of ManTech Solutions Corporation ("MSOL"), by and between the
                  Company, Insync, MSOL, and MSOL's parent, ManTech
                  International Corporation ("ManTech").(+)

          (10.36) Asset Purchase Agreement dated as of October 18, 1996 by and
                  between Pro Notes Acquisition Corporation and the Company on
                  the one hand and Pro Notes Inc. and Alan Costilo on the other,
                  by which the Company purchased the assets of Pro Notes,
                  Inc.(+++)

          (10.37) Agreement dated January 22, 1997 between Global and Century
                  Business Credit Corporation.

          (10.38) Promissory Note dated February 1, 1996 between Global as
                  borrower and Triangle Bridge Group, LP.

          (10.39) Extension Agreement dated November 22, 1996 between Global
                  and Triangle Bridge Group, LP.

          (10.40) Letter Agreement dated February 16, 1996 between Global and
                  Goodkind Labaton Rudoff & Sucharow LLP.

          (10.41) Stock Purchase Agreement dated February 16, 1996 between
                  Goodkind Labaton Rudoff & Sucharow LLP and various Purchasers.


                                      -25-
<PAGE>

          (10.42) Letter Agreement dated August 21, 1996 between Global and
                  World Capital Funding, Inc.

          (10.43) Lead/Corporate Relations Agreement dated August 15, 1996
                  between Global and Corporate Relations Group, Inc.

            (11)  Statement re: Computation of Per Share Earnings, attached as
                  Exhbit 11 to the Financial Statements.

            (21)  List of the Company's Subsidiaries.(*)

            (27)  Financial Data Schedule

(b)   Reports on Form 8-K

      On October 1, 1996, the Company filed a current report on Form 8-K,
      describing the Company's purchase of substantially all the assets of
      ManTech Solutions Corporation, followed by an amendment containing the
      required financial statements.

(c)   See (a)(3) above.

(d)   See Schedule II included at the end of the Financial Statements.

--------------------------------------------------------------------------------
(*)   Designates document incorporated herein by reference to Global's
      Registration Statement on Form S-1, File No. 33-93098.

(**)  Designates document incorporated by reference to Amendment No. 1 to
      Global's Registration Statement on Form S-1, File No. 33-93098.

(***) Designates document incorporated herein by reference to Global's Report on
      Form 8-K dated October 12, 1995, File No. 0-26684, as amended by Amendment
      No.1 to Report on Form 8-K dated December 8, 1995.


                                      -26-
<PAGE>

(+)       Designates document incorporated herein by reference to Global's
          Report on Form 8-K dated September 16, 1996, File No. 0-26684.

(++)      Designates document incorporated herein by reference to Global's
          Report on Form 10-Q dated June 30, 1996, File No. 0-26684.

(+++)     Designates document incorporated herein by reference to Global's
          Report on Form 10-Q dated September 30, 1996, File No. 0-26684.

(++ ++)   Designates document incorporated herein by reference to Global's
          Report on Form 10-K dated March 30, 1996.


                                      -27-
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995


                                       F-1
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995


                                    CONTENTS

                                                                       PAGE
                                                                       ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                      F-3

CONSOLIDATED BALANCE SHEETS                                          F-4 - F-5

CONSOLIDATED STATEMENTS OF OPERATIONS                                   F-6

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                         F-7

CONSOLIDATED STATEMENTS OF CASH FLOWS                                F-8 - F-9

STATEMENT OF CASH FLOWS - PREDECESSOR                                  F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                          F-11 - F-41

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                        F-42

EXHIBIT 11 - COMPUTATION OF INCOME PER COMMON SHARE                    F-43


                                       F-2
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Global Intellicom, Inc.
New York, New York

We have audited the accompanying consolidated balance sheets of Global
Intellicom, Inc. and Subsidiaries (the "Company") as of December 31, 1996 and
1995, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 1996 and
1995 and for the period September 1, 1994 (inception date) to December 31, 1994.
We have also audited the statements of operations, changes in stockholders'
equity and cash flows of Amcom Business Centers Corp. (the "Predecessor") for
the period January 1, 1994 to December 7, 1994. These financial statements are
the responsibility of the Company's and Predecessor's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements of the Company referred to
above present fairly, in all material respects, the financial position as of
December 31, 1996 and 1995 and the results of their operations and their cash
flows for the periods presented in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statements of the
Predecessor present fairly, in all material respects, the results of its
operations and its cash flows for the period presented in conformity with
generally accepted accounting principles.

We have also audited Schedule II and Exhibit 11 of the Company for the years
ended December 31, 1996 and 1995 and the period September 1, 1994 (inception
edate) to December 31, 1994 and of the Predecessor for the period January 1,
1994 to December 7, 1994 included in the 1996 annual report of the Company on
Form 10-K. In our opinion, Schedule II and Exhibit 11 present fairly the
information required to be set forth therein.


                                                  MILLER, ELLIN & COMPANY
                                                  CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
March 22, 1997


                                       F-3
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS

                                                               DECEMBER 31,
                                                        ------------------------
                                                           1996         1995
                                                        -----------  -----------

CURRENT ASSETS:
   Cash                                                 $ 1,516,072  $   496,622
   Due from factor (Note 3)                                 687,139      446,424
   Accounts receivable - trade, less allowance for
     doubtful accounts of $168,343 and $68,265,
     respectively                                         5,060,836      135,787
   Accounts receivable - non-trade                          394,951      285,933
   Other receivables                                        250,409       92,938
   Inventories (Note 4)                                   5,291,046    4,666,842
   Notes receivable - officers and stockholders
     (Note 6)                                               457,979      419,680
   Note and loans receivable - other (Note 5)                61,788       81,315
   Prepaid expenses and other current assets                182,890      322,087
   Deferred income taxes (Note 15)                          690,476      180,000
                                                        -----------  -----------
              Total current assets                       14,593,586    7,127,628
                                                        -----------  -----------

PROPERTY AND EQUIPMENT - net of accumulated
   depreciation and amortization (Notes 7 and 10)         1,154,511      544,275
                                                        -----------  -----------

INTANGIBLE ASSETS - net of accumulated
   amortization (Note 8)                                  5,906,125    3,462,446
                                                        -----------  -----------

OTHER ASSETS:
   Deferred income taxes (Note 15)                          493,832         --
   Software development costs                               220,347         --
   Deferred costs                                           189,465         --
   Other assets                                              28,594       54,093
   Deferred offering costs                                     --        125,389
                                                        -----------  -----------
                                                            932,238      179,482
                                                        -----------  -----------
                                                        $22,586,460  $11,313,831
                                                        ===========  ===========

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


                                       F-4
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                     -----------------------
                                                                        1996        1995
                                                                     -----------  ----------
<S>                                                                  <C>          <C>       
CURRENT LIABILITIES:
   Due to financial institutions (Note 9)                            $ 1,711,429  $4,994,135
   Accounts payable - trade                                            4,518,894   1,618,091
   Accounts and note payable - related party (Note 19)                    81,778     445,700
   Customer deposits (Note 11)                                           881,100        --
   Notes payable - officers and stockholders (Note 14)                   216,076        --
   Due on acquisitions - current portion (Note 2)                        847,172     422,788
   Current portion of capitalized lease obligations (Note 10)            135,159      89,700
   Notes payable (Note 13)                                               404,852        --
   Income taxes payable (Note 15)                                        254,751     149,103
   Accrued expenses and other current liabilities (Note 12)            1,611,587     514,562
                                                                     -----------  ----------
              Total current liabilities                               10,662,798   8,234,079
                                                                     -----------  ----------

LONG-TERM LIABILITIES:
   Capitalized lease obligations - net of current portion (Note 10)      169,854     221,873
   Due on acquisitions - net of current portion (Note 2)               2,109,886     447,522
   Other liabilities                                                      18,750      80,833
                                                                     -----------  ----------
                                                                       2,298,490     750,228
                                                                     -----------  ----------

COMMITMENTS AND CONTINGENCIES (Note 18)

STOCKHOLDERS' EQUITY (Note 20): 
   Preferred stock - $.01 par value:
     Authorized                -   10,000,000 shares
     Issued and outstanding    -      378,500 shares - 1996                3,785        --
                                                none - 1995                 --          --
   Common stock - $.01 par value:
     Authorized                -   20,000,000 shares
     Issued                    -    6,880,830 shares - 1996               68,808        --
                               -    3,143,203 shares - 1995                 --        31,432
   Common stock to be issued                                              95,873     181,753
   Additional paid-in capital                                         10,438,979   2,013,224
   Retained earnings (deficit)                                          (973,389)    111,999
   Treasury stock, at cost                                                (8,884)     (8,884)
                                                                     -----------  ----------
              Total stockholders' equity                               9,625,172   2,329,524
                                                                     -----------  ----------
                                                                     $22,586,460  $11,313,831
                                                                     ===========  ==========
</TABLE>

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


                                       F-5
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                PREDECESSOR
                                                                                 SEPTEMBER 1,   -----------
                                                                                    1994         JANUARY 1,
                                                                                 (INCEPTION         1994
                                                YEAR ENDED       YEAR ENDED       DATE) TO           TO
                                               DECEMBER 31,     DECEMBER 31,     DECEMBER 31,    DECEMBER 7,
                                                   1996             1995             1994           1994
                                               ------------     ------------     -----------     -----------
<S>                                            <C>              <C>              <C>             <C>        
NET SALES (includes sales to related
   parties of $6,411,975 in the Predecessor
   period)                                     $ 42,139,032     $ 30,447,467     $ 1,386,364     $22,948,519

COST OF GOODS SOLD (includes
   purchases from related parties of
   $854,702 in the Predecessor period)           35,789,160       26,688,044       1,321,475      21,570,567
                                               ------------     ------------     -----------     -----------
GROSS PROFIT                                      6,349,872        3,759,423          64,889       1,377,952
                                               ------------     ------------     -----------     -----------
OPERATING EXPENSES:
   Selling, shipping and general and
     administrative expenses (includes
     related party expenses of $129,070
     in the Predecessor period)                   6,747,415        3,069,847         189,772         932,983
   Depreciation and amortization                    261,379          108,421           2,715          32,245
   Amortization of intangibles                      301,870          178,768           8,707           3,667
                                               ------------     ------------     -----------     -----------
                                                  7,310,664        3,357,036         201,194         968,895
                                               ------------     ------------     -----------     -----------
OPERATING INCOME (LOSS)                            (960,792)         402,387        (136,305)        409,057

OTHER EXPENSES (includes interest
   expense to related parties of $34,391
   in 1996) (Note 17)                               831,135          317,945          21,879          59,260
                                               ------------     ------------     -----------     -----------
INCOME (LOSS) BEFORE PROVISION
   FOR INCOME TAX CREDITS                        (1,791,927)          84,442        (158,184)        349,797

PROVISION FOR INCOME TAX
   CREDITS (Note 15)                               (706,539)        (185,741)           --              --
                                               ------------     ------------     -----------     -----------
NET INCOME (LOSS)                              $ (1,085,388)    $    270,183     $  (158,184)    $   349,797
                                               ============     ============     ===========     ===========
INCOME (LOSS) PER
   COMMON SHARE (Note 20)                      $       (.33)    $        .09     $      (.06)            N/A
                                               ============     ============     ===========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
   (Note 20)                                      3,527,053        2,927,170       2,500,000             N/A
                                               ============     ============     ===========
PRO FORMA INFORMATION (Note 25):
   Net income as presented                              N/A              N/A             N/A     $   349,797
   Provision for income taxes reflecting
     C corporation status                               N/A              N/A             N/A         139,708
                                                                                                 -----------
   Pro forma net income                                 N/A              N/A             N/A     $   210,089
                                                                                                 ===========
</TABLE>

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


                                       F-6
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             SEPTEMBER 1, 1994 (INCEPTION DATE) TO DECEMBER 31, 1996
              AND JANUARY 1, 1994 TO DECEMBER 7, 1994 (PREDECESSOR)

<TABLE>
<CAPTION>
                                                                             PREFERRED STOCK               COMMON STOCK          
                                                                      ---------------------------   ---------------------------  
                                                                         SHARES         AMOUNT         SHARES         AMOUNT     
                                                                      ------------   ------------   ------------   ------------  
<S>                                                                   <C>            <C>            <C>            <C>           
BALANCE AT SEPTEMBER 1, 1994
  (INCEPTION DATE)                                                            --     $       --             --     $       --    
     Capital contributions                                                    --             --        5,000,000         50,000  
     Net loss for the period September 1, 1994
       to December 31, 1994                                                   --             --             --             --    
                                                                      ------------   ------------   ------------   ------------  

BALANCE AT DECEMBER 31, 1994                                                  --             --        5,000,000         50,000  
     Reverse stock split (Note 20)                                            --             --       (2,500,000)       (25,000) 
     Capital contributions                                                    --             --          643,203          6,432  
     Deferred offering costs in connection
       with registration of common stock                                      --             --             --             --    
     Common stock to be issued for services
       rendered or to be rendered (Note 20)                                   --             --             --             --    
     Repurchase of fractional shares                                          --             --             --             --    
     Net income for the year ended December 31, 1995                          --             --             --             --    
                                                                      ------------   ------------   ------------   ------------  

BALANCE AT DECEMBER 31, 1995                                                  --             --        3,143,203         31,432  
     Sale of securities under Regulation S (Note 20)                       355,825          3,558        140,000          1,400  
     Offering costs in connection with sale of securities (Note 20)           --             --             --             --    
     Preferred and common stock issued in connection with
       acquisition of net assets of ManTech Solutions Corp. (Note 2)       350,000          3,500         72,001            720  
     Common stock issued for services rendered (Note 20)                      --             --           69,504            695  
     Common stock to be issued for services rendered (Note 20)                --             --             --             --    
     Reversal of shares authorized in 1995
       for services rendered (Note 20)                                        --             --             --             --    
     Conversion of preferred stock into common stock (Note 20)            (327,325)        (3,273)     3,456,122         34,561  
     Net loss for the year ended December 31, 1996                            --             --             --             --    
                                                                      ------------   ------------   ------------   ------------  

BALANCE AT DECEMBER 31, 1996                                               378,500   $      3,785      6,880,830   $     68,808  
                                                                      ============   ============   ============   ============  

PREDECESSOR

BALANCE AT JANUARY 1, 1994                                                    --     $       --              100   $      1,000  
     Net income for the period January 1, 1994 to December 7, 1994            --             --             --             --    
     Dividends                                                                --             --             --             --    
                                                                      ------------   ------------   ------------   ------------  

BALANCE AT DECEMBER 7, 1994                                                   --     $       --              100   $      1,000  
                                                                      ============   ============   ============   ============  

<CAPTION>
                                                                         COMMON                                                   
                                                                         STOCK        ADDITIONAL      RETAINED                    
                                                                         TO BE         PAID-IN        EARNINGS       TREASURY     
                                                                         ISSUED        CAPITAL        (DEFICIT)       STOCK       
                                                                      ------------   ------------   ------------   ------------   
<S>                                                                   <C>            <C>            <C>            <C>            
BALANCE AT SEPTEMBER 1, 1994
  (INCEPTION DATE)                                                    $       --     $       --     $       --     $       --     
     Capital contributions                                                    --        1,850,000           --             --     
     Net loss for the period September 1, 1994
       to December 31, 1994                                                   --             --         (158,184)          --     
                                                                      ------------   ------------   ------------   ------------   

BALANCE AT DECEMBER 31, 1994                                                  --        1,850,000       (158,184)          --     
     Reverse stock split (Note 20)                                            --           25,000           --             --     
     Capital contributions                                                    --          337,068           --             --     
     Deferred offering costs in connection
       with registration of common stock                                      --         (198,844)          --             --     
     Common stock to be issued for services
       rendered or to be rendered (Note 20)                                181,753           --             --             --     
     Repurchase of fractional shares                                          --             --             --           (8,884)  
     Net income for the year ended December 31, 1995                          --             --          270,183           --     
                                                                      ------------   ------------   ------------   ------------   

BALANCE AT DECEMBER 31, 1995                                               181,753      2,013,224        111,999         (8,884)  
     Sale of securities under Regulation S (Note 20)                          --        6,966,542           --             --     
     Offering costs in connection with sale of securities (Note 20)           --       (2,677,371)          --             --     
     Preferred and common stock issued in connection with
       acquisition of net assets of ManTech Solutions Corp. (Note 2)          --        3,900,780           --             --     
     Common stock issued for services rendered (Note 20)                   (45,000)       267,092           --             --     
     Common stock to be issued for services rendered (Note 20)              95,873           --             --             --     
     Reversal of shares authorized in 1995
       for services rendered (Note 20)                                    (136,753)          --             --             --     
     Conversion of preferred stock into common stock (Note 20)                --          (31,288)          --             --     
     Net loss for the year ended December 31, 1996                            --             --       (1,085,388)          --     
                                                                      ------------   ------------   ------------   ------------   

BALANCE AT DECEMBER 31, 1996                                          $     95,873   $ 10,438,979   $   (973,389)  $     (8,884)  
                                                                      ============   ============   ============   ============   

PREDECESSOR

BALANCE AT JANUARY 1, 1994                                            $       --     $       --     $    852,402   $       --     
     Net income for the period January 1, 1994 to December 7, 1994            --             --          349,797           --     
     Dividends                                                                --             --         (300,000)          --     
                                                                      ------------   ------------   ------------   ------------   

BALANCE AT DECEMBER 7, 1994                                           $       --     $       --     $    902,199   $       --     
                                                                      ============   ============   ============   ============   
</TABLE>

                                                                      TOTAL   
                                                                   STOCKHOLDERS'
                                                                     EQUITY
                                                                  ------------
BALANCE AT SEPTEMBER 1, 1994
  (INCEPTION DATE)                                                $       --
     Capital contributions                                           1,900,000
     Net loss for the period September 1, 1994
       to December 31, 1994                                           (158,184)
                                                                  ------------

BALANCE AT DECEMBER 31, 1994                                         1,741,816
     Reverse stock split (Note 20)                                        --
     Capital contributions                                             343,500
     Deferred offering costs in connection
       with registration of common stock                              (198,844)
     Common stock to be issued for services
       rendered or to be rendered (Note 20)                            181,753
     Repurchase of fractional shares                                    (8,884)
     Net income for the year ended December 31, 1995                   270,183
                                                                  ------------

BALANCE AT DECEMBER 31, 1995                                         2,329,524
     Sale of securities under Regulation S (Note 20)                 6,971,500
     Offering costs in connection with sale of securities 
       (Note 20)                                                    (2,677,371)
     Preferred and common stock issued in connection with
       acquisition of net assets of ManTech Solutions Corp.
       (Note 2)                                                      3,905,000
     Common stock issued for services rendered (Note 20)               222,787
     Common stock to be issued for services rendered (Note 20)          95,873
     Reversal of shares authorized in 1995
       for services rendered (Note 20)                                (136,753)
     Conversion of preferred stock into common stock (Note 20)            --
     Net loss for the year ended December 31, 1996                  (1,085,388)
                                                                  ------------

BALANCE AT DECEMBER 31, 1996                                      $  9,625,172
                                                                  ============

PREDECESSOR

BALANCE AT JANUARY 1, 1994                                        $    853,402
     Net income for the period January 1, 1994 to 
       December 7, 1994                                                349,797
     Dividends                                                        (300,000)
                                                                  ------------

BALANCE AT DECEMBER 7, 1994                                       $    903,199
                                                                  ============

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


                                       F-7
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                        SEPTEMBER 1,
                                                                                      1994 (INCEPTION
                                                                   YEARS ENDED            DATE) TO
                                                                   DECEMBER 31,         DECEMBER 31,
                                                            -------------------------   -----------
                                                               1996          1995           1994
                                                            -----------   -----------   -----------
<S>                                                         <C>           <C>           <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                        $(1,085,388)  $   270,183   $  (158,184)
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
       Depreciation and amortization                            261,379       108,421         2,715
       Amortization of intangibles                              301,870       178,768         8,707
       Deferred income taxes                                   (735,331)     (180,000)         --
       Imputed interest on ManTech acquisition                   58,683          --            --
       Reversal of shares authorized                           (136,753)         --            --
       Other amortization                                          --          30,586          --
       Loss on disposition of property and equipment               --           5,983          --
       Changes in assets and liabilities:
         Due from factor                                       (240,715)     (446,424)         --
         Accounts receivable - trade                         (1,692,909)    1,769,556      (181,975)
         Accounts receivable - non-trade                       (109,018)     (260,050)      492,974
         Inventories                                          2,369,607    (1,846,314)      (69,344)
         Other receivables                                     (157,471)      (92,938)         --
         Notes and loan receivable - other                       19,527          (658)         (417)
         Prepaid expenses and other                             156,144      (155,491)       23,936
         Other assets                                            45,260           220          --
         Accounts payable - trade                             1,533,390       402,578       215,778
         Accounts and note payable - related party             (363,922)      229,308       216,392
         Customer deposits                                      797,303          --            --
         Income taxes payable                                   105,648       149,103          --
         Accrued expenses and other                             581,166       433,191        41,173
         Other liabilities                                      (62,083)         --            --
                                                            -----------   -----------   -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                     1,646,387       596,022       591,755
                                                            -----------   -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of assets pursuant to agreement                   (240,000)     (100,000)   (2,445,665)
   Loans to stockholders                                       (215,900)     (419,680)         --
   Repayments of loans to stockholders                          177,601          --            --
   Other intangibles                                           (586,889)   (1,203,333)      (10,601)
   Purchases of property and equipment                         (383,848)     (237,114)         --
   Software development costs                                  (220,347)         --            --
   Other deferred costs                                        (189,465)         --            --
   Receipt of cash from asset purchase                             --         482,012       891,363
                                                            -----------   -----------   -----------
NET CASH USED IN INVESTING ACTIVITIES                        (1,658,848)   (1,478,115)   (1,564,903)
                                                            -----------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Capital contributions                                      6,971,500       368,500     1,900,000
   Deferred offering costs                                   (2,281,195)     (324,233)         --
   Proceeds from notes payable                                  700,000          --            --
   Payments of notes payable                                   (961,098)         --            --
   Due to financial institutions - net                       (3,282,706)    1,514,947    (1,069,607)
   Proceeds from notes payable - officers and stockholders      216,076          --            --
   Payments on capitalized lease obligations                    (25,879)      (28,860)         --
   Payments on due on acquisitions                             (304,787)         --            --
   Purchases of treasury stock                                     --          (8,884)         --
   Advances on line of credit - net                                --        (179,022)      179,022
                                                            -----------   -----------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     1,031,911     1,342,448     1,009,415
                                                            -----------   -----------   -----------

NET CHANGE IN CASH                                            1,019,450       460,355        36,267

CASH - beginning                                                496,622        36,267          --
                                                            -----------   -----------   -----------

CASH - ending                                               $ 1,516,072   $   496,622   $    36,267
                                                            ===========   ===========   ===========
</TABLE>

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


                                       F-8
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 1,
                                                              YEARS ENDED           1994 (INCEPTION
                                                              DECEMBER 31,             DATE) TO
                                                      ----------------------------    DECEMBER 31,
                                                          1996            1995            1994
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>       
SCHEDULE OF NON-CASH ACTIVITIES:

   Acquisition of Pro Notes, Inc. (Note 2)            $    125,000    $       --      $       --
                                                      ============    ============    ============
   Acquisition of ManTech Solutions Corp. (Note 2)    $  5,736,084    $       --      $       --
                                                      ============    ============    ============
   Deferred offering costs                            $    125,389    $       --      $       --
                                                      ============    ============    ============
   Issuance of note to vendor (Note 13)               $    665,950    $       --      $       --
                                                      ============    ============    ============
   Increase in Natcom purchase price (Note 2)         $    359,435    $       --      $       --
                                                      ============    ============    ============
   Common stock to be issued for services
     rendered (Note 20)                               $     47,873    $       --      $       --
                                                      ============    ============    ============
   Purchase of property and equipment by
     capital leases                                   $     19,319    $    338,033    $       --
                                                      ============    ============    ============
   Offset of note receivable from purchase
     of business (Note 5)                             $       --      $     36,748    $       --
                                                      ============    ============    ============
   Common stock to be issued for services to be
     rendered (Note 20)                               $       --      $    156,753    $       --
                                                      ============    ============    ============
   Payments due on purchase of business (Note 2)      $       --      $    850,310    $       --
                                                      ============    ============    ============
   Issuance of note to related party as part of
     settlement of accounts payable (Note 19)         $       --      $    295,700    $       --
                                                      ============    ============    ============
   Reverse stock split (Note 20)                      $       --      $     25,000    $       --
                                                      ============    ============    ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:

   Cash paid for interest                             $    640,082    $    334,327    $      1,660
   Cash paid for income taxes                                5,259           6,540            --
</TABLE>

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


                                       F-9
<PAGE>

                          AMCOM BUSINESS CENTERS CORP.
                                  (PREDECESSOR)

                             STATEMENT OF CASH FLOWS

                       JANUARY 1, 1994 TO DECEMBER 7, 1994

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                       $   349,797
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                     32,245
       Amortization of intangibles                                        3,667
       Changes in assets and liabilities:
         Accounts receivable - trade                                    606,256
         Accounts receivable - affiliate                                (74,668)
         Accounts receivable - non-trade                                 (5,836)
         Inventories                                                    286,438
         Loans receivable - other                                       (25,167)
         Prepaid expenses and other                                      15,899
         Due from related party                                         152,400
         Accounts payable - trade                                       140,790
         Accounts payable - affiliate                                  (130,551)
         Accrued expenses and other                                     (60,621)
                                                                    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                             1,290,649
                                                                    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Deposit received on asset sale agreement                             300,000
   Purchases of property and equipment                                  (32,004)
   Loans to stockholders and others                                    (302,502)
                                                                    -----------
NET CASH USED IN INVESTING ACTIVITIES                                   (34,506)
                                                                    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to financial institutions - net                                 (247,199)
   Dividends paid                                                      (300,000)
                                                                    -----------
NET CASH USED IN FINANCING ACTIVITIES                                  (547,199)
                                                                    -----------
NET CHANGE IN CASH                                                      708,944

CASH - beginning                                                        182,418
                                                                    -----------
CASH - ending                                                       $   891,362
                                                                    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for interest                                           $    70,471
   Cash paid for income taxes                                              --


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


                                      F-10
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization

     Global Intellicom, Inc. (the "Company") was incorporated in the state of
     Nevada on September 1, 1994.

     Amcom Business Centers Corp. ("AMCOM" or "Predecessor") was incorporated in
     the state of Pennsylvania on December 18, 1991 and commenced operations on
     January 1, 1992.

     Basis of Presentation

     The consolidated balance sheets include the accounts of the Company as at
     December 31, 1996 and 1995. The consolidated statements of operations, cash
     flows and stockholders' equity include the accounts of the Company for the
     years ended December 31, 1996 ("1996") and 1995 ("1995") and the period
     September 1, 1994 (Inception Date) to December 31, 1994 ("Fiscal 1994") as
     well as the accounts of the Predecessor for the period January 1, 1994 to
     December 7, 1994 ("1994").

     Business

     The Company, through its wholly-owned subsidiaries listed below, conducts
     the following business:

     1.   NEVCOR TECHNOLOGIES GROUP, INC. ("NEVCOR") (formerly known as AMCOM) -
          aggregator/distributor of computers, wireless communications products,
          peripherals and software, and sells to customers throughout the United
          States.

     2.   VIRCOM, INC. ("VIRCOM") - reseller of microcomputers, peripherals,
          software and wireless communication products, and sells to corporate
          and other professional end-users throughout the United States.

     3.   NATIONAL COMPUTER RESOURCES, INC. ("NATCOM") - Value-added reseller of
          computer systems consisting primarily of high-end servers and
          distributes to corporations, school districts and state governmental
          agencies throughout the United States.

     4.   GLOBAL-INSYNC, INC. ("INSYNC") - Manufacturer of made-to-order
          computer servers and workstations and serves customers in the United
          States.

     5.   SPEECH SOLUTIONS, INC. ("SPEECH SOLUTIONS") - Provider of voice
          recognition tools and interfaces for speech-activated computer
          programs and sells to customers in the United States .

     See Note 2.


                                      F-11
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Principles of Consolidation

     The consolidated financial statements include the accounts of the Company
     and its subsidiaries. All significant intercompany balances and
     transactions have been eliminated in consolidation.

     Use of Estimates in the Preparation of Financial Statements

     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 revenue and expenses
     during the reporting period. Actual results could differ from these
     estimates.

     Revenue Recognition

     Revenue is recognized upon the shipment of products or performance of
     services.

     Service revenue is recognized only when all significant obligations have
     been performed.

     Sales Returns and Warranties

     The Company does not provide an accrual for sales returns on damaged
     merchandise as such costs are borne by the Company's vendors. The Company
     provides for an amount it estimates will be needed to cover future warranty
     obligations.

     Sales Incentive Program

     Sales incentive program rebates are amounts received from vendors for
     promotional programs, price protection programs and cooperative advertising
     programs, and are recognized as income in the period earned. Amounts
     receivable from vendors under such programs are classified either as
     accounts receivable - non-trade or have been offset against amounts due to
     financial institutions.


                                      F-12
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Concentrations of Credit Risk

          Accounts Receivable - Trade

          Accounts receivable consist of open trade accounts with various
          companies. The Company performs ongoing credit evaluations of its
          customers and believes that adequate allowances for any uncollectible
          receivables are maintained.

          In 1995, NEVCOR, VIRCOM and NATCOM entered into factoring agreements
          with Century Business Credit Corp. ("Century"). INSYNC entered into a
          factoring agreement with Century in January 1997 (see Note 3).

          One customer accounted for 42% of accounts receivable at December 31,
          1996. At December 31, 1995, there were no major accounts receivable.

          The Company's major customers are as follows:

          1.   1996 - Two customers accounted for 32% of net sales.

          2.   1995 - One customer accounted for 11% of net sales.

          3.   Fiscal 1994 - There were no major customers.

          4.   1994 - One customer of the Predecessor (a related party - see
               Note 19) accounted for 22% of net sales.

          Cash

          The Company maintains cash balances in its banks which at times may
          exceed the limits of the Federal Deposit Insurance Corp.

     Inventories

     INSYNC values its inventory on an identified cost basis at the lower of
     cost or market. The other subsidiaries value their inventory at the lower
     of cost (first-in, first-out) or market.


                                      F-13
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Property and Equipment

     Property and equipment is stated at cost. Depreciation is provided using
     the straight-line method over the estimated useful lives of the assets as
     follows:

          Machinery and equipment          -          2 - 5 years
          Furniture and fixtures           -          2 - 7 years
          Vehicles                         -          2 years
          Leasehold improvements           -          Life of lease

     Expenditures for repairs and maintenance are charged to expense as
     incurred.

     Intangible Assets

     The excess of the purchase cost over the fair value of net assets acquired
     in the acquisitions (see Notes 2 and 8) is included in intangible assets
     and is being amortized over fifteen years on a straight-line basis in
     accordance with Statement of Financial Accounting Standards No. 121 (SFAS
     No. 121), "Accounting for the Impairment of Long-lived Assets and For
     Long-lived Assets to Be Disposed Of." The Company periodically reviews
     goodwill to assess recoverability based upon undiscounted expected future
     cash flows for each subsidiary. Testing for such recoverability in each
     reporting period may not be cost effective or even possible and in such
     cases, the Company will test assets for impairment if a triggering event
     occurs (events or changes in circumstances such that the carrying amount of
     the assets may not be recoverable). Impairments would be recognized if a
     permanent diminution in value were to occur.

     Computer Software

     The costs incurred for the development of computer software that will be
     sold, leased or otherwise marketed are capitalized when technological
     feasibility has been established. These capitalized costs are subject to an
     ongoing assessment of recoverability based upon anticipated future revenues
     and changes in hardware and software technologies. Costs that are
     capitalized include labor and related overhead.

     Amortization of capitalized software development costs begins when the
     product is available for general release (March 1997). Amortization is
     provided on a product-by-product basis using the straight-line method over
     three years. Unamortized capitalized software development costs determined
     to be in excess of net realizable value of the product will be expensed
     immediately.

     At December 31, 1996 and 1995, unamortized capitalized software development
     costs were $220,347 and $-0-, respectively.


                                      F-14
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Income Taxes

     The Company adopted SFAS No. 109, "Accounting for Income Taxes," which
     requires the use of the liability method of accounting for income taxes.
     The liability method measures deferred income taxes by applying enacted
     statutory rates in effect at the balance sheet date to the differences
     between the tax bases of assets and liabilities and their reported amounts
     in the financial statements. The resulting deferred tax assets or
     liabilities are adjusted to reflect changes in tax laws as they occur.

     The Predecessor (AMCOM) elected to be taxed as an S corporation for federal
     and state tax purposes, with all income and tax credits passing directly to
     the stockholders. As such, no provision had been made for income taxes.

     Income (Loss) Per Common Share

     Income (loss) per common share is based on the weighted average number of
     common shares outstanding during the period. The weighted average number of
     shares outstanding has been adjusted to reflect the reverse stock split in
     July 1995 (see Note 20) as if it had occurred as of the beginning of the
     period for which income (loss) per share is presented. In 1996, net loss
     was adjusted to reflect the cumulative undeclared dividend on Series 3
     Convertible Preferred Stock (see Note 20).

     Reclassifications

     Certain 1995 amounts were reclassified to conform to the 1996 presentation.

NOTE 2 - ACQUISITIONS

     AMCOM Business Centers Corp.

     On October 28, 1994, the Company purchased certain net assets of AMCOM
     subject to certain liabilities and obligations. This transaction was
     accounted for as a purchase. On December 8, 1994, AMCOM began operations as
     a wholly-owned subsidiary of the Company. In March 1997, AMCOM changed its
     name to NEVCOR.

     The total purchase price of the net assets originally consisted of the
     following:

     1.   $300,000 upon execution of the agreement.

     2.   $1,924,000 at closing.

     3.   A contingent payment of $3,056,000 based upon the following:

          a.   1% of gross sales (as defined below) of AMCOM from January 1,
               1994 to December 7, 1994.

          b.   During the next twelve months, 1% of NEVCOR's gross sales, if
               achieved, payable quarterly.

          c.   Thereafter, until fully paid, 1% of NEVCOR's gross sales, if
               achieved, payable monthly.


                                      F-15
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 2 - ACQUISITIONS (CONTINUED)

     In March 1996, a Settlement Agreement and Mutual Release ("Agreement") was
     signed amending the amount and payment terms of the contingent payment as
     follows:

     1.   The balance of the contingent payment was deemed to be $2,549,877 at
          March 31, 1996.

     2.   The balance owed on the note issued by the Sellers in conjunction with
          the asset purchase ($36,748) was deemed to be repaid and intangible
          assets adjusted accordingly.

     3.   The contingent payment would be paid as follows:

          a.   No payments due from January 1, 1995 through March 31, 1996.

          b.   From April 1, 1996 through December 31, 1996, 1/2% of NEVCOR's
               gross sales (as defined below), if achieved, payable quarterly.

          c.   Thereafter, until fully paid, 1/2% of NEVCOR's gross sales, if
               achieved, payable monthly.

     In addition, the Agreement called for the following to be performed on or
     before April 19, 1996:

     1.   The Company paid to a corporation related to the prior AMCOM
          stockholders ("Sellers") rent owed in the amount of $21,512.

     2.   The Company paid to the Sellers $120,000 representing the estimated
          income tax reimbursement per the asset purchase agreement (see below).

     3.   The Sellers forgave $65,168, representing amounts owed by the Company.

     Gross sales, as defined in the asset purchase agreement, is total revenue
     from sales after deductions for trade discounts and allowances,
     uncollectible accounts, sales taxes, duties, shipping and insurance and
     sales returns.

     The asset purchase agreement required the Company to reimburse the Sellers
     for all income taxes incurred by them with respect to their distributive
     share of AMCOM's taxable income for the period January 1, 1994 through the
     closing date. Management estimated that the aggregate amount of this
     obligation was $120,000 at December 8, 1994. This amount was reflected in
     goodwill. A non-competition agreement for a period of three years ending
     December 8, 1997 was entered into between the Sellers and the Company, and
     $10,000 of the purchase price was allocated to the covenant.

     The Company is a defendant in an action brought by the Sellers seeking an
     additional $93,500 of income taxes incurred by them with respect to their
     distributive share of AMCOM's taxable income for the period January 1, 1994
     through the closing date. The Sellers are also seeking interest and costs.
     The Company has indicated that the tax obligation to the Sellers has been
     paid in full. This matter is in the discovery stage and the Company intends
     to vigorously defend this matter.


                                      F-16
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 2 - ACQUISITIONS (CONTINUED)

     National Computer Resources, Inc.

     On September 28, 1995, the Company purchased all of the issued and
     outstanding stock of NATCOM. The transaction was pursuant to a stock
     purchase agreement between the Company and the individual stockholders of
     NATCOM and was accounted for as a purchase.

     The total purchase price of $933,000 consists of:

          1.   $100,000 in cash upon execution of the agreement (closing date).

          2.   Installment payments of $833,000 payable as follows:

               a.   $50,000 due six months after the closing date.

               b.   $150,000 due one year after the closing date.

               c.   $79,000 due at end of each of the next seven quarters
                    following the one year anniversary of the closing date.

               d.   $80,000 due following the three year anniversary of the
                    closing date.

     In March 1996 and March 1997, the purchase price was amended as follows:

          1.   $933,000 as described above.

          2.   An increase to the purchase price of $48,678 payable for 1995 to
               three prior NATCOM stockholders (see Note 18).

          3.   An increase to the purchase price of $359,435 payable as follows:
               $212,658 payable in six equal monthly installments of $35,443
               commencing in July 1997 and $146,777 payable subject to available
               actual cumulative income before taxes (see Note 18).

     The payments may be subject to certain adjustments for prior income taxes
     due by the Sellers.

     The following condensed balance sheet reflects the purchase of the stock of
     NATCOM on September 28, 1995:

               Current assets                          $ 861,850
               Property and equipment                     10,848
               Intangible assets, including excess
                  cost of acquisition over net
                  tangible assets acquired               847,966
               Other assets                                  220
               Liabilities assumed                      (869,974)
               Common stock                                 (600)
                                                       ---------
                                                       $ 850,310
                                                       =========


                                      F-17
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 2 - ACQUISITIONS (CONTINUED)

     ManTech Solutions Corp.

     On September 16, 1996, INSYNC entered into a contract with ManTech
     Solutions Corp. ("MSOL"), a wholly-owned subsidiary of ManTech
     International Corp. (ManTech) to purchase substantially all of its assets,
     subject to certain liabilities. The acquisition was effective on September
     1, 1996 and was accounted for as a purchase.

     The purchase price was $5,736,084 and was paid as follows:

     1.   The issuance of 350,000 shares of Series 3 Cumulative Preferred Stock,
          with a 6% annual dividend, convertible at a value of $10 per share to
          restricted shares of common stock. Such preferred stock was valued at
          $3,500,000.

     2.   The issuance of a 9% promissory note for $1,486,084.

     3.   The issuance of a 9% promissory note for $470,000.

     4.   The issuance of 49,778 restricted shares of common stock, valued at
          $280,000.

     The following condensed balance sheet reflects the purchase of the net
     assets of MSOL on September 16, 1996:

               Current assets                        $ 6,242,898
               Property and equipment                    468,448
               Excess cost of acquisition over
                 net tangible assets acquired          1,637,996
               Other assets                               19,761
               Liabilities assumed                    (2,633,019)
                                                     -----------
                                                     $ 5,736,084
                                                     ===========

     Pro Notes, Inc.

     On October 18, 1996, SPEECH SOLUTIONS entered into a contract with Pro
     Notes, Inc. to purchase certain of its assets. This transaction was
     accounted for as a purchase.

     The purchase price consists of the following:

     1.   $200,000 paid at closing.

     2.   Four quarterly payments of $31,250 on January 15, 1997, April 15,
          1997, July 15, 1997 and October 15, 1997.


                                      F-18
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 2 - ACQUISITIONS (CONTINUED)

     Pro Notes, Inc. (Continued)

     In addition, for the five years ended September 30, 2001, SPEECH SOLUTIONS
     is to make quarterly contingent payments equal to 3% of its gross sales.
     Such payments will be limited to aggregate cumulative income before
     interest and income taxes ("ACIBIT"). As such, if the making of a payment
     reduces ACIBIT to zero or below, the payment will be limited only to that
     portion which would bring ACIBIT to zero and the balance would be deferred
     until the date of the next payment. At December 31, 1996, the contingent
     payment owed to SPEECH SOLUTIONS was deemed to be immaterial and is not
     reflected in the financial statements.

     Pro Notes is entitled to receive minimum payments totalling $195,000 by the
     end of the fifth year. In the event that the aggregate amount of payments
     is less than $195,000, such deficiency must be paid. In addition, if the
     sum of $525,000 plus the above stated contingent payments is less than
     $1,950,000, SPEECH SOLUTIONS shall continue to make contingent payments for
     an additional period, not to exceed five years, until such time as the sum
     reaches $1,950,000. Such contingent payments are limited to ACIBIT as
     described above.

     The following condensed balance sheet reflects the purchase of the certain
     assets of Pro Notes, Inc. on October 18, 1996:

               Intangible assets, including excess
                 cost of acquisition over net tangible
                 assets acquired                            $365,000
                                                            ========

 
                                      F-19
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 2 - ACQUISITIONS (CONTINUED)

     Due on Acquisitions

     Due on acquisitions at December 31, consists of the following:

<TABLE>
<CAPTION>
                                                                                      1996        1995
                                                                                   ----------  ----------
<S>                                                                                <C>         <C>     
        9% promissory note for $1,486,084 payable to MSOL
          ("First Note").  Interest begins accruing on March 16, 1997.
          Interest was imputed at 9% for the period September 16, 1996
          (date of issuance) to March 15, 1997.  Payments are to be
          made forty-five days after each fiscal quarter, commencing
          with the quarter ended June 30, 1997.  The payments are
          calculated as follows:
          1.  2% of net sales (gross sales less sales discounts,
              returns and allowances) of INSYNC 
          2.  If at the end of four quarters ended June 30th
              (commencing in 1998), the sum of the quarterly payments is less
              than the interest accrued over the previous four quarters plus ten
              percent (10%) of the original principal of the note ($148,608), an
              adjustment payment will be made to cover such shortfall 
          The note is guaranteed by the Company.                                   $1,463,794  $     --

        9% promissory note for $470,000 payable to MSOL with substantially the
          same terms as the First Note, except that payments do not commence
          until the earlier of December 31, 2001 or upon the payment of the First
          Note. Interest begins accruing on March 16, 1997. Interest was imputed
          at 9% for the period September 16, 1996 (date of issuance) to March 15,
          1997.
          The note is guaranteed by the Company.                                      462,950        --

        AMCOM contingent payments                                                      28,230        --

        Installment payments due to prior NATCOM
          stockholders with interest imputed at 10%                                   877,084     750,310

        Installment note payable to Pro Notes, Inc.                                   125,000        --

        Estimated income tax reimbursement due to prior
          AMCOM stockholders                                                             --       120,000
                                                                                   ----------  ----------

                                                                                    2,957,058     870,310
        Less:  Current portion                                                        847,172     422,788
                                                                                   ----------  ----------
                                                                                   $2,109,886  $  447,522
                                                                                   ==========  ==========
</TABLE>


                                      F-20
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 2 - ACQUISITIONS (CONTINUED)

     Future minimum maturities of notes payable - acquisition are as follows:

                  1997                                 $  847,172
                  1998                                    331,750
                  1999                                    148,608
                  2000                                    148,608
                  2001                                  1,017,969
               Thereafter                                 462,951
                                                       ----------
                                                       $2,957,058
                                                       ==========

     Imputed interest on the MSOL notes and NATCOM installment payments amounted
     to $143,168 and $-0- for 1996 and 1995, respectively.

NOTE 3 - DUE FROM FACTOR

     On May 26, 1995, NEVCOR and VIRCOM and on October 30, 1995, NATCOM
     collectively entered into factoring agreements with Century Business Credit
     Corporation ("Century") whereby the companies sell their trade receivables
     without recourse if a customer's credit is approved. Certain dollar
     limitations may be established for a customer. Receivables sold without
     credit approval or in excess of a specified credit limit are subject to
     recourse in the event of non-payment by the customer.

     Other terms of these agreements include the following:

     1.   Factoring commissions are six tenths of one percent (.6%) of sales
          (minimum of $4.50 per sales invoice) based upon maximum selling terms
          of sixty days. The commission shall increase by 1/4% for each
          additional thirty days or portion thereof of extended selling terms or
          additional dating. Interest on advances will be charged at 1-1/2%
          above prime.

     2.   The minimum aggregate annual commissions payable under the agreement
          shall be $200,000.

     3.   Century has been granted a first priority security interest in, a
          general lien on and/or a right of set-off of trade receivables and
          general intangibles of NEVCOR, VIRCOM and NATCOM. In addition, Century
          has received a security interest in inventory and tangible assets of
          the Company's subsidiaries. Such additional security interest will be
          subordinate to the one granted to the financial institution with which
          the Company's subsidiaries have loan and security agreements (see Note
          9).


                                      F-21
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 3 - DUE FROM FACTOR (CONTINUED)

     4.   Century has received the personal guarantees of two directors of the
          Company. In addition, Century has received cross-corporate guarantees
          of the Company and NEVCOR, VIRCOM and NATCOM.

     5.   The agreement expires in May 1997 and is automatically renewed from
          year to year unless terminated by either party at least sixty days
          prior to the scheduled expiration date.

     In 1996 and 1995, the Company factored $29,770,349 and $18,840,108 of its
     sales, respectively. At December 31, 1996 and 1995, outstanding receivables
     amounted to $3,940,056 and $2,171,988, respectively.

     On January 22, 1997, INSYNC entered into a factoring agreement with
     Century. Factoring commissions will be equal to six tenths of one percent
     of sales (.6%) and interest on advances will be charged at 1-1/2% above
     prime.

     The Companies have a tri-party agreement with Century and a financial
     institution (see Note 9) wherein Century, on behalf of the Companies, wires
     funds to the financial institution for payment of vendors' invoices
     relating to floorplanned inventory.


NOTE 4 - INVENTORIES

     Inventories at December 31, consist of the following:

               Finished goods                          $3,304,193
               Work-in-progress                           500,858
               Raw materials                            1,485,995
                                                       ----------
                                                       $5,291,046
                                                       ==========

     See Note 9.

NOTE 5 - NOTE AND LOANS RECEIVABLE - OTHER

     This amount included a $50,000 demand note from the Company's vice-chairman
     bearing interest at 10% per annum. In 1996, it was determined that the note
     should not have been included in the assets purchased from AMCOM, and as
     such, was charged to goodwill.


                                      F-22
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 6 - NOTES RECEIVABLE - OFFICERS AND STOCKHOLDERS

     Notes receivable - stockholders at December 31, consists of the following:

<TABLE>
<CAPTION>
                                                                                    1996      1995
                                                                                  --------  --------
<S>                                                                               <C>       <C>   
        Note receivable from an officer/stockholder bearing interest at 1% over
          prime, principal and accrued interest to be paid on 
          December 31, 1997.                                                      $457,979  $   --
        7% note receivable from an officer/stockholder to be paid as follows:
          the note was to be reduced by 25% of net profits for each quarter in
          fiscal 1996 in which the Company reported a profit on its Form 10-Q,
          and any outstanding principal and accrued interest no later than
          December 31, 1996. No quarterly profits were reported during 1996. The
          balance owed on the note at December 31, 1996 and any additional funds
          advanced net of repayments made in 1996 were rolled over into a new
          note (see above)                                                            --     242,079
        7% note receivable from an officer/stockholder paid in full in 1996           --     177,601
                                                                                  --------  --------
                                                                                  $457,979  $419,680
                                                                                  ========  ========
</TABLE>

     Interest income amounted to $43,492 and $12,217 for 1996 and 1995,
     respectively.

NOTE 7 - PROPERTY AND EQUIPMENT

     Property and equipment at December 31, consists of the following:

                                                     1996        1995
                                                  ----------  ----------

        Machinery and equipment                   $  753,243  $  128,247
        Furniture and fixtures                       402,446     121,914
        Vehicles                                      11,774      11,774
        Leasehold improvements                       124,146      50,073
        Property and equipment under capital
          lease (Note 10)                            231,081     345,103
                                                  ----------  ----------
                                                   1,522,690     657,111
        Less:  Accumulated depreciation and
                 amortization                        368,179     112,836
                                                  ----------  ----------
                                                  $1,154,511  $  544,275
                                                  ==========  ==========

     Depreciation and amortization amounted to $261,379, $108,421, $2,715 and
     $32,245 for 1996, 1995, Fiscal 1994 and 1994, respectively.


                                      F-23
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 8 - INTANGIBLE ASSETS

     Intangible assets at December 31, consist of the following:

                                                   1996          1995
                                                ----------    ----------

        Goodwill                                $6,384,713    $3,639,163
        Non-compete agreement                       10,000        10,000
                                                ----------    ----------
                                                 6,394,713     3,649,163
        Less: Accumulated amortization             488,588       186,717
                                                ----------    ----------
                                                $5,906,125    $3,462,446
                                                ==========    ==========

     Amortization amounted to $301,870, $178,040, $8,707 and $-0- for 1996,
     1995, Fiscal 1994 and 1994, respectively.

NOTE 9 - DUE TO FINANCIAL INSTITUTIONS

     The Company has a loan and security agreement with a financial institution
     providing for an inventory floorplanning credit line of $8,000,000. The
     line is collateralized by the assets of NEVCOR, VIRCOM and NATCOM. The
     agreement expires on December 8, 1997 and is automatically renewed from
     year to year unless terminated by either party.

     At December 31, the line of credit included the following:

                                                     1996        1995
                                                  ----------  ----------

        Due to financial institution              $3,061,728  $5,965,125
        Less: Claims receivable from
                vendors for credits due            1,350,299     970,990
                                                  ----------  ----------
                                                  $1,711,429  $4,994,135
                                                  ==========  ==========
        Outstanding purchase
          commitments (see Note 18)               $2,510,000  $4,420,000
                                                  ==========  ==========

     The Predecessor had an agreement with a different financial institution to
     provide financing for inventory purchased from vendors. The agreement
     provided for purchases up to $6,000,000.

     The weighted average interest rate was 4.7%, 2.1%, 6.4% and 1.1% for 1996,
     1995, Fiscal 1994 and 1994, respectively.


                                      F-24
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 10 - OBLIGATIONS UNDER CAPITALIZED LEASES

     Minimum future lease payments under capitalized leases at December 31, 1996
     are as follows:

        Year Ending December 31:
        ------------------------

                 1997                                           $169,431
                 1998                                            151,260
                 1999                                             29,257
                 2000                                             12,506
                 2001                                              1,283
                                                                --------
        Total minimum lease payments                             363,737
        Less: Interest                                            58,724
                                                                --------
        Present value of net minimum
           lease payments                                       $305,013
                                                                ========

     The capitalized leases have effective interest rates of 9.2% to 15.3%.
     Interest expense amounted to $39,626, $4,008, $-0- and $-0- for 1996, 1995,
     Fiscal 1994 and 1994, respectively.

NOTE 11 - CUSTOMER DEPOSITS

     Customer deposits include amounts received for merchandise shipped and
     invoiced in January 1997.

NOTE 12 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

     Accrued expenses and other current liabilities at December 31, consist of:

                                                   1996          1995
                                                ----------    ----------

        Sales taxes payable (A)                 $  415,531    $   26,242
        Warranty reserve                           100,000          --
        Accrued payroll                            135,666        49,532
        Accrued commissions                        104,886        79,841
        Accrued professional fees                  132,388        23,609
        Accrued offering costs                     159,724        37,524
        Other accrued expenses                     106,195       102,055
        Deferred rent                              147,670        85,189
        Accrued interest                            84,201          --
        Deferred revenue                            11,718        18,444
        Other                                      213,608        14,669
        Acquisition fees payable                      --          55,833
        Accrued property and equipment                --          21,624
                                                ----------    ----------
                                                $1,611,587    $  514,562
                                                ==========    ==========

     (A)  The Company's VIRCOM subsidiary did not file its Pennsylvania sales
          tax returns. Sales tax payable includes a balance of $314,027 owed for
          the period January 1, 1996 through December 31, 1996.


                                      F-25
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 13 - NOTES PAYABLE

     Notes payable consist of two promissory notes payable to a vendor bearing
     interest at 18% per annum, payable in monthly installments including
     interest of $61,055 through July 1997 and $2,625 through September 1997. At
     December 31, 1996, the balance due on the notes amounted to $404,852.

     In addition, in June 1996, the Company borrowed $500,000 through the
     issuance of a convertible subordinated promissory note bearing interest at
     24% per annum. The note was repaid in September 1996.

     Interest on the above notes totalled $71,218 in 1996.

NOTE 14 - NOTES PAYABLE - OFFICERS AND STOCKHOLDERS

     Notes payable - officers and stockholders at December 31, consists of the
     following:

                                                                 1996     1995
                                                               --------  ------
        Note payable to an officer/stockholder bearing
           interest at 1% over prime, principal and accrued
           interest to be paid on December 31, 1997            $126,076  $ --
        10% promissory notes payable to two directors
           and one stockholder to be paid as follows: $65,000
           in April 1997 and $25,000 in May 1997                 90,000    --
        6% promissory note in the amount of $200,000
           payable to a limited partnership controlled by a
           director, issued in January 1996 and paid in
           November and December 1996                              --      --
                                                               --------  ------
                                                               $216,076  $ --
                                                               ========  ======

     Interest amounted to $16,139 in 1996. At December 31, 1996, the Company
     owed $6,218 in interest on the three one-year notes.


                                      F-26
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 15 - INCOME TAXES

     All company operations are located in the United States. As such, income
     (loss) before provision for income tax credits and the provision for income
     taxes (tax credits) are generated from domestic sources.

<TABLE>
<CAPTION>
                                                                            Fiscal
                                                 1996          1995          1994
                                             -----------   -----------   -----------
<S>                                          <C>           <C>           <C>         
        Income (loss) before provision
          for income tax credits             $(1,791,927)  $    84,442   $  (158,184)
                                             ===========   ===========   ===========

        The components of the provision for
          income tax credits by taxing
          jurisdiction are as follows:

            Federal:
               Current                       $      --     $      --     $      --
               Deferred                         (573,558)     (180,000)         --
                                             -----------   -----------   -----------
                                                (573,558)     (180,000)         --
                                             -----------   -----------   -----------
            States:
               Current                            28,792        (5,741)         --
               Deferred                         (161,773)         --            --
                                             -----------   -----------   -----------
                                                (132,981)       (5,741)         --
                                             -----------   -----------   -----------
                                             $  (706,539)  $  (185,741)  $      --
                                             ===========   ===========   ===========
</TABLE>

     The major components of deferred tax assets at December 31, are as follows:

                                                    1996        1995
                                                 ----------  ----------

Net operating loss carryforwards                 $  988,641  $  176,500
Allowance for doubtful accounts                      61,637      23,200
Inventory reserve                                    91,030        --
Warranty reserve                                     43,000        --
Financial/tax adjustments - NATCOM - cash basis        --       (19,700)
                                                 ----------  ----------
                                                 $1,184,308  $  180,000
                                                 ==========  ==========

     At December 31, 1996 and 1995, no valuation allowance was provided as the
     deferred tax assets were considered realizable considering current sales
     trends and estimates of future income.


                                      F-27
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 15 - INCOME TAXES (CONTINUED)

     A reconciliation of the Company's income tax expense computed at the U.S.
     federal statutory tax rate of 35% and the provision for income taxes are as
     follows:

<TABLE>
<CAPTION>
                                                                                  Fiscal
                                                           1996        1995        1994
                                                         ---------   ---------   ---------
<S>                                                      <C>         <C>         <C>    
        Income tax expense at statutory rate             $(609,255)  $  29,555   $    --
        Net operating loss carryforwards                   609,255        --          --
        State income taxes (tax credits)                    28,792      (5,741)       --
        Deferred income tax credits                       (735,331)   (180,000)       --
        Financial/tax adjustments - NATCOM - cash basis       --       (29,555)       --
                                                         ---------   ---------   ---------
        Provision for income tax credits                 $(706,539)  $(185,741)  $    --
                                                         =========   =========   =========
</TABLE>

     A reconciliation for 1994 was not prepared as the Predecessor was an S
     corporation.

     At December 31, 1996, for income tax purposes, the Company has unused net
     operating loss carryforwards of approximately $2,361,459 expiring in 2009
     and 2010.

     Income taxes payable include NATCOM's 1995 federal and New Jersey
     liabilities, including penalties and interest, are as follows:

                Federal                           $  201,953
                New Jersey                            38,948
                                                  ----------
                                                  $  240,901
                                                  ==========

NOTE 16 - ECONOMIC DEPENDENCE

     In 1996 and 1995, the Company purchased 53% and 84% of its inventory from
     two vendors, and 81% and 68% of its inventory from one vendor in Fiscal
     1994 and 1994, respectively. Management believes that, if necessary, other
     suppliers could provide similar products on comparable terms. However, a
     change in suppliers could delay the shipment of product, resulting in a
     loss of sales which may affect operating results.


                                      F-28
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 17 - OTHER EXPENSES

     Other expenses consist of the following:

                                                            Fiscal
                                    1996         1995        1994        1994
                                 ---------    ---------    --------    --------

Interest expense                 $ 782,966    $ 312,353    $ 22,296    $ 65,137
Interest income                    (67,144)     (24,994)       (417)     (5,877)
Deferred financing costs           115,313       30,586        --          --
                                 ---------    ---------    --------    --------
                                 $ 831,135    $ 317,945    $ 21,879    $ 59,260
                                 =========    =========    ========    ========

NOTE 18 - COMMITMENTS

     Leases

     The Company rents real property under leases expiring through August 2005.
     Certain of the leases stipulate payments of operating expenses.

     Future minimum rental payments required are as follows:

          Year Ending December 31,
          ------------------------

                   1997                        $    788,895
                   1998                             459,819
                   1999                             401,515
                   2000                             243,881
                   2001                             170,181
                Thereafter                          680,724
                                               ------------
                                               $  2,745,015
                                               ============

     Rent expense amounted to $544,920, $229,479, $8,326 and $129,070 for 1996,
     1995, Fiscal 1994 and 1994, respectively.

     Purchase Commitments

     The Company had outstanding purchase commitments to its major vendors which
     were guaranteed under its floorplanning credit line by one of the financing
     companies. Such commitments represent approved orders for the purchase of
     inventory and were not in excess of normal business requirements. Such
     commitments amounted to approximately $2,510,000 and $4,428,000 at December
     31, 1996 and 1995, respectively.


                                      F-29
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 18 - COMMITMENTS (CONTINUED)

     Employment Agreements

     In January 1994, the Company entered into an employment contract with one
     of its officers for the period January 1, 1995 through December 31, 1997.
     Compensation under the agreement is as follows:

                           1995                     $  175,000
                           1996                        190,000
                           1997                        210,000

     In addition, the agreement provides for perquisites including various
     insurance coverages, an automobile, expense reimbursements, etc.

     In May 1995, the Company entered into an employment agreement with another
     of its officers for calendar year 1995 at a salary of $137,000. The
     agreement was not renewed in 1996.

     Compensation under these agreements amounted to $190,000 and $307,641 for
     1996 and 1995, respectively.

     In conjunction with the purchase of the stock of NATCOM (see Note 2), the
     Company entered into employment agreements with two of NATCOM's key
     employees and a consulting agreement with a former key employee of NATCOM.
     The agreements expire in September 2001 but can be extended to September
     2005 at the option of the employees if certain conditions are met.

     Compensation under the three agreements is as follows:

     1.  Total base compensation of $325,000 per year.

     2.  A fixed percentage payment ("FPP") based on revenue (as defined).
         Payments relating to 1995 and 1996 are considered to be part of the
         purchase price of NATCOM's stock (see Note 2).

     3.  Bonus Payments as follows:

                         Year
                         ----

                           1                        $       -
                           2                             450,000
                           3                             450,000
                           4                             450,000
                           5                             900,000
                           6                           1,215,000
                                                    ------------
                                                    $  3,465,000
                                                    ============


                                      F-30
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 18 - COMMITMENTS (CONTINUED)

     The FPP's and bonus payments are limited to actual cumulative income before
     taxes ("ACIBT") (except in Year 1, in which the FPP's are not limited to
     ACIBT). As such, if the making of an FPP and/or a bonus payment reduces
     ACIBT to zero or below, the FPP will be limited only to that portion which
     would bring ACIBT to zero and the balance would be deferred until the date
     of the next FPP. Bonus payments in excess of ACIBT are not deferred.

     Compensation amounted to $329,166 and $81,250 for 1996 and 1995,
     respectively.

     In conjunction with the purchase of certain assets of Pro Notes, Inc. the
     Company entered into an employment agreement with a key employee of SPEECH
     SOLUTIONS for the period October 18, 1996 to October 17, 2001. Compensation
     under the agreement is as follows:

                         Year
                         ----

                           1                        $  100,000
                           2                           110,000
                           3                           120,000
                           4                           130,000
                           5                           140,000

     In addition, for the five years ended December 31, 2001, SPEECH SOLUTIONS
     is to make quarterly contingent payments equal to 2% of its gross sales.
     Such payments will be limited to ACIBIT as well as by the contingent
     payments to Pro Notes, Inc.

     The individual is entitled to receive minimum payments totalling $130,000
     by the end of the fifth year. In the event that the aggregate amount of
     payments is less than $130,000, such deficiency must be paid. In addition,
     if the total amount of the contingent payments is less than $950,000,
     SPEECH SOLUTIONS shall continue to make contingent payments for an
     additional period, not to exceed five years, until such time as the
     payments total $950,000. Such contingent payments are subject to the same
     limitations as described above.

     Compensation amounted to $20,128 for 1996.

     Finders Fees

     In connection with the acquisition of Pro Notes, Inc., the Company assumed
     finders fees payable to two individuals totalling $160,000. The amount is
     payable in twelve equal quarterly installments of $13,333 commencing in
     January 1997. The payments are limited to ACIBIT as well as by the
     contingent payments to Pro Notes, Inc. (see Note 2) and to an officer of
     SPEECH SOLUTIONS (see above). Amounts due in excess of the above
     calculation would be deferred until the date of the next payment but no
     payments are required for amounts owing after October 15, 2006.


                                      F-31
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 18 - COMMITMENTS (CONTINUED)

     Consulting Agreement

     In January 1996, the Company entered into a letter agreement with one of
     its board members whereby such board member would provide consulting
     services to the Company for the period January 1, 1996 through December 31,
     1999. Consulting fees under the agreement are $60,000 per year. Such fee
     was waived by the board member in 1996.

     Additional Benefit Plan

     In 1995, the Company entered into an Additional Benefit Plan (the "Plan")
     providing cash and stock benefits for certain key employees
     ("Participants"). Such benefits are based solely on the consolidated
     financial performance of NEVCOR and VIRCOM during the period from 
     January 1, 1995 to December 31, 1997.

     The Plan provides at the conclusion of each of the 1995, 1996 and 1997
     calendar years, that if the income before taxes of NEVCOR and VIRCOM
     determined on a consolidated basis equals or exceeds $699,000, $3,626,000,
     and $6,762,000, respectively, the Company will award a cash bonus of
     $100,000 for 1996, $250,000 for 1997 and $500,000 for 1998 to be
     distributed among the Participants for the relevant year in such
     proportions as described in the Plan.

     The Plan also provides for the following:

     1.  If income before taxes in any year exceeds the applicable target for
         such year, the Company shall award one hundred percent (100%) of the
         applicable bonus, plus an additional cash award in an amount equal to
         (i) a fraction, expressed as a percentage, where the numerator is the
         dollar amount by which income before taxes in the applicable year
         exceeded the applicable target for such year, and the denominator is
         the applicable target for such year, multiplied by (ii) the applicable
         bonus for such year.

     2.  In any year in which seventy-five percent (75%) or more of the
         applicable target is achieved, the Company shall award one hundred
         percent (100%) of the applicable bonus.

     3.  In any year in which at least fifty percent (50%) but less than
         seventy-five percent (75%) of the applicable target is achieved, the
         Company shall award fifty percent (50%) of the applicable bonus.


                                      F-32
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 18 - COMMITMENTS (CONTINUED)

     Additional Benefit Plan (Continued)

     4.  In any plan year in which less than fifty percent (50%) of the
         applicable target is achieved, the applicable bonus shall not be
         awarded.

     In addition to the award of cash bonus compensation, the Plan provides that
     the Participants shall collectively be entitled to earn an award of 500,000
     shares of the Company's common stock, if income before taxes on a
     cumulative basis for the 1995, 1996 and 1997 calendar years equals or
     exceeds $8,315,250. The stock award, if earned, will be divided for
     issuance among the Participants, in such proportions as described in the
     Plan.

     The Plan also provides that in the event that one of the following events
     occurs prior to December 31, 1997, the Company's Vice-Chairman shall be
     entitled to receive a stock award of up to 300,000 shares of the Company's
     common stock:

     1.   Merger, consolidation, reorganization or share exchange with or into
          any other corporate entity.

     2.   Sale or transfer of all or substantially all of the assets of its
          operating subsidiaries.

     3.   The Company and/or its stockholders enter into an agreement for the
          sale of fifty percent (50%) or more of the Company's outstanding
          common stock where the net proceeds of such a sale are not less than
          $10,000,000.

     4.   The Company undertakes a registered public offering of its common
          stock (other than the registration of common stock distributed to the
          stockholders of a corporate stockholder) pursuant to which the Company
          receives net proceeds of not less than $10,000,000.

     Such shares will be valued based upon the market price of the Company's
     traded securities and such amount will be charged against operations in the
     period in which the common stock was issued.

     The Plan also provides for the forfeiture of cash or common stock awards,
     and the termination of all other rights, if the Participant's employment
     with the Company or its subsidiaries is terminated for any reason other
     than death or disability, or if the Participant breaches or threatens to
     breach any of the non-competition, non-solicitation or non-disclosure
     covenants contained in his respective employment agreement.


                                      F-33
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 18 - COMMITMENTS (CONTINUED)

     Additional Benefit Plan (Continued)

     If a Participant's employment is terminated as a result of death or
     disability, then the Participant, or the Participant's estate or personal
     representative, as the case may be, shall continue to participate in bonus
     compensation and common stock awards through the end of the calendar year
     during which the Participant's employment terminated.

     No shares have been issued under the Plan in 1996, 1995 and Fiscal 1994.

NOTE 19 - RELATED PARTY TRANSACTIONS

     Company

     The Company's outside corporate counsel was a stockholder of the Company.
     For 1995 and Fiscal 1994, the Company incurred legal fees of approximately
     $804,000 and $247,000, respectively. At December 31, 1995 and 1994, the
     Company owed $696,085 and $216,392, respectively.

     On February 16, 1996, the Company signed a letter agreement agreeing to pay
     $464,000 in full satisfaction of outstanding legal fees, unbilled time
     charges and disbursements as follows:

     1.  $150,000 upon the signing of the agreement.

     2.  A $314,000 promissory note payable in four installments as follows:
         $75,000 on May 25, 1996, August 25, 1996 and November 25, 1996 and
         $89,000 on December 31, 1996. As the promissory note did not bear
         interest, an interest rate of 10% was imputed. In addition, if an Event
         of Default occurs, the Company would be required to repay $232,085 on
         December 31, 1996. Such amount represents the fees forgiven in the
         settlement. At December 31, 1996 and 1995, the Company owed $81,778 and
         $445,700, respectively.

     One of the Company's former attorneys who later became an officer provided
     outside legal services in 1996. Fees incurred totalled $179,844.

     In 1995, the Company purchased property and equipment based upon an
     independent appraisal in the amount of $73,850 from the Chairman of the
     Board.


                                      F-34
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 19 - RELATED PARTY TRANSACTIONS (CONTINUED)

     Predecessor

     The Predecessor purchased inventory from and sold inventory to two
     corporations wholly-owned by the related party of the Predecessor. In
     addition, the Predecessor charged one of the corporations for its share of
     operating expenses including salaries, rent, utilities, etc. Transactions
     between the Predecessor and its affiliates in 1994 are summarized below:

              Arch Associates, Inc.:
                Accounts receivable                         $        23,430
                Due to affiliate                                    (13,955)
                Sales to affiliate                                1,276,761
                Purchases from affiliate                            806,043

              DPSI, Inc.:
                Accounts receivable                         $       397,832
                Sales to affiliate                                5,135,214
                Purchases from affiliate                             48,659

NOTE 20 - STOCKHOLDERS' EQUITY

     Preferred Stock

     On May 30, 1995, the Company authorized the issuance of 10,000,000 shares
     of preferred stock, $.01 par value. Preferred stock consists of the
     following:

         Series 1 Convertible Preferred Stock (Series 1 Preferred)

         Series 1 Preferred stockholders have a liquidation preference of $10
         per share. Series 1 Preferred is convertible into common stock at the
         election of the stockholder at a per share conversion rate equal to the
         lower of seventy percent (70%) of the market price of common stock on
         the day of conversion or $3.50. Series 1 Preferred has no voting
         rights.

         Pursuant to a subscription agreement in July 1996, 330,000 Series 1
         Preferred shares were issued in connection with the sale of securities
         under an exemption pursuant to Regulation S promulgated under the
         Securities Act of 1933. In 1996, 307,500 shares of Series 1 Preferred
         were converted into 1,836,777 shares of common stock. The balance of
         the Series 1 Preferred shares were converted in 1997 into 163,580
         shares of common stock.


                                      F-35
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 20 - STOCKHOLDERS' EQUITY (CONTINUED)

     Preferred Stock (Continued)

         Series 2 Convertible Preferred Stock (Series 2 Preferred)

         Series 2 Preferred stockholders have a liquidation preference of $1,000
         per share. Series 2 Preferred is convertible into common stock at the
         election of the stockholder at a per share conversion rate equal to the
         lower of sixty-five percent (65%) of the market price on the day of
         conversion or $4.03125. Series 2 Preferred has no voting rights.

         In August 1996, 825 Series 2 Preferred shares were issued in connection
         with the sale of securities under an exemption pursuant to Regulation
         S. In 1996, all of the shares of Series 2 Preferred were converted into
         382,743 shares of common stock.

         Series 3 Convertible Preferred Stock (Series 3 Preferred)

         The Series 3 Preferred stockholders have a liquidation preference of
         $10 per share and are entitled to receive, when declared by the board
         of directors, cumulative dividends at an annual rate of 6% of the
         liquidation preference ($.60 per share). Such dividends shall be
         payable on a semi-annual basis commencing on June 30, 1997 and shall
         have preference to dividends on any other class of common or preferred
         stock. Series 3 Preferred has no voting rights except as described
         below:

         1.   On each second Dividend Payment Date that quarterly dividends on
              Series 3 Preferred Stock shall not have been paid in full as
              required herein (a "Dividend Default"), then and in each such
              event, the holder of shares of Series 3 Preferred shall be
              entitled to elect such number of directors ("Special Directors")
              as set forth below, hereof, at the next annual meeting of
              stockholders of the Company. The holders of all shares otherwise
              entitled to vote for directors, voting separately as a class,
              shall be entitled to elect the remaining members of the Board of
              Directors. Such special voting right of the holders of shares of
              Series 3 Preferred may be exercised until all dividends in
              default on the Series 3 Preferred shall have been paid in full or
              declared and funds sufficient therefor set aside, and when so
              paid or provided for together with one additional Dividend
              Payment Date shall have passed without a Dividend Default, such
              special voting right of the holders of shares of Series 3
              Preferred shall cease and any Special Directors appointed or
              elected shall resign, but subject always to the same provisions
              for the vesting of such special voting rights in the event of any
              such future Dividend Default.


                                      F-36
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 20 - STOCKHOLDERS' EQUITY (CONTINUED)

     Preferred Stock (Continued)

         Series 3 Convertible Preferred Stock (Series 3 Preferred) (Continued)

         2.   On September 30, 1997, in the event that by such date there has
              been a Dividend Default relating to the dividend due on June 30,
              1997, the holders of Series 3 Preferred shall be entitled to
              elect a number of directors sufficient to constitute 15% of the
              total number of directors of the Company. On the second
              subsequent Dividend Payment Date on which there has been a
              Dividend Default, the holders of the Series 3 Preferred Stock
              shall be entitled to elect a number of directors sufficient to
              constitute an additional 15% of the total number of directors of
              the Company, and, thereafter, after each second subsequent
              Dividend Payment Date on which there has been a Dividend Default,
              the holders of the Series 3 Preferred Stock shall be entitled to
              elect a number of directors constituting an additional 15% of the
              Board of Directors. In the event that the size of the Board of
              Directors is increased at any time during which any Special
              Director is serving thereon, such vacancies shall be filled first
              by Special Directors elected by the holders of the Series 3
              Preferred Stock until the appropriate number of Special Directors
              shall have been so elected.

         Series 3 Preferred is convertible at the election of the stockholder at
         a conversion rate equal to $10 plus all accrued but unpaid dividends
         divided by the conversion price ($10).

         The Company has the option to call all or part of the Series 3
         Preferred at an exercise price equal to the liquidation preference ($10
         per share). The Company is required to provide notice of not less than
         five trading days (as defined) and such exercise will be payable within
         three business days after the expiration of the five trading day call
         period.

         In September 1996, 350,000 Series 3 Preferred shares were issued to
         ManTech in connection with the acquisition of MSOL (see Note 2). For
         the period September 16, 1996 to December 31, 1996, cumulative
         undeclared dividends amounted to $61,250.


                                      F-37
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 20 - STOCKHOLDERS' EQUITY (CONTINUED)

     Preferred Stock (Continued)

         Series 4 Convertible Preferred Stock (Series 4 Preferred)

         Series 4 Preferred stockholders have a liquidation preference of $100
         per share. Series 4 Preferred is convertible into common stock at the
         election of the stockholder at a per share conversion rate equal to the
         lower of seventy percent (70%) of the market price on the day of
         conversion or $3.50. Series 4 Preferred has no voting rights.

         In September 1996, 25,000 Series 4 Preferred shares were issued in
         connection with the sale of securities under an exemption pursuant to
         Regulation S. In 1996, 19,000 shares of Series 4 Preferred were
         converted into 1,236,602 shares of common stock. In 1997, the balance
         of the Series 4 Preferred shares were converted into 425,859 shares of
         common stock.

     Common Stock

     On May 26, 1995, the Company filed Restated Articles of Incorporation with
     the Nevada Secretary of State pursuant to which the Company increased its
     authorized common stock from 20,000,000 pre-split shares, par value $.01
     per share to 40,000,000 shares, par value $.01 per share. In addition, in
     July 1995, the board of directors declared a one-for-two reverse split of
     its common stock. All share data and per share amounts have been adjusted
     to reflect the reverse stock split on a retroactive basis.

     In 1996, the Company authorized the issuance of 39,000 shares of common
     stock as follows:

     1.   24,000 shares at a price of $2.00 per share to a corporation in
          connection with the sale of securities. Such amount has been offset
          against additional paid-in capital in the consolidated statements of
          stockholders' equity.

     2.   15,000 shares at a price of $3.19 per share to three prior NATCOM
          stockholders relating to the payment of a portion of the purchase
          price per the stock purchase agreement (see Notes 2 and 18).


                                      F-38
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 20 - STOCKHOLDERS' EQUITY (CONTINUED)

     Common Stock (Continued)

     In December 1995, the Company authorized the issuance of 37,792 shares of
     common stock as follows:

     1.   22,792 shares at a price of $6.00 per share totalling $136,753 to the
          lessor of the Company's Pennsylvania warehouse facility to prepay the
          rent for the period February 1996 through October 1996. Such amount
          has been included as prepaid expenses and other current assets in the
          consolidated balance sheets. At December 31, 1995, such shares had not
          been issued and the transaction was reversed in 1996.

     2.   8,333 shares at a price of $3.00 per share totalling $25,000 to two
          board members in payment of director fees. Such amount was included in
          operating expenses in the consolidated statements of operations. Such
          shares were issued in 1996.

     3.   6,667 shares at a price of $3.00 per share totalling $20,000 to two
          board members to prepay 1996 director fees. Such amount was included
          as prepaid expenses and other current assets in the consolidated
          balance sheets at December 31, 1995. The shares were issued in 1996
          and the amount is included in operating expenses in the consolidated
          statement of operations in 1996.

     Sale of Securities

     In 1996, the Company sold shares of preferred and common stock under an
     exemption pursuant to Regulation S. The Company raised a total of
     $4,294,129, which was net of offering costs totalling $2,677,371.

NOTE 21 - STOCK OPTION PLAN

     The Company adopted the 1995 Stock Option Plan which provides, among other
     things, for the Company's board of directors to grant options to officers
     and other key employees of the Company and its subsidiaries for the
     purchase of up to 250,000 shares of the Company's common stock at prices,
     and over exercise periods, to be determined by the board of directors at
     the time the options are granted.

     In January 1996, the Company granted seven-year options to various officers
     and employees to purchase 107,900 shares of common stock at $3.25 per
     share. The options vest 25% per year on each of the first four
     anniversaries of the date thereof. If the optionee ceases to be an
     employee, the option shall terminate immediately if such cessation is for
     cause or without consent, one year following such cessation if such
     cessation is due to the optionee's death or disability, and three months
     following such cessation in all other cases, but not after the date the
     option would otherwise expire.

     No options were exercised in 1996.


                                      F-39
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 22 - WARRANTS

     In 1996, the Company authorized the issuance of warrants with terms of one
     to five years to various corporations in connection with the sale of
     securities under Regulation S as well as per the terms of various
     consulting and loan agreements.

     At December 31, 1996, the Company had 933,333 warrants outstanding with
     exercise prices ranging from $3.00 to $6.75 per warrant. The warrants
     expire at various times from August 15, 1997 through August 15, 2001.

     No warrants were exercised during 1996.

NOTE 23 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The amounts at which cash, due from factor, accounts receivable, accounts
     payable, due to financial institution, notes payable and accrued expenses
     and other current liabilities are presented in the balance sheets
     approximate their fair value due to their short maturities. The following
     table presents the carrying amount and fair value at December 31, 1996 for
     due on acquisitions.

                                             Carrying            Fair
                                              Amount             Value
                                            ------------     ------------

              Due on acquisitions           $  2,957,058     $  2,223,747
                                            ============     ============

     The fair value of due on acquisitions has been determined based on
     discounted cash flow using a market rate of interest at the balance sheet
     date as applicable to comparable debt.


                                      F-40
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

NOTE 24 - ACCOUNTING FOR STOCK-BASED COMPENSATION

     The Company has adopted the disclosure-only provisions of SFAS No. 123,
     "Accounting for Stock-Based Compensation," but applies Accounting
     Principles Board Opinion No. 25 and related interpretations in accounting
     for the stock options and warrants granted. No expense was recognized in
     1996. If the Company had elected to recognize expense in 1996 for the stock
     options and warrants granted based on the fair value at the date of grant
     consistent with the method prescribed by SFAS No. 123, net loss and loss
     per share would have been changed to the pro forma amounts indicated below:

                                        As Reported          Pro Forma
                                        -----------          ---------

         Net loss                     $  (1,085,388)       $  (1,127,178)
         Loss per share                        (.33)                (.34)

     In addition, the Company authorized the issuance of warrants related to the
     sale of securities under Regulation S. The fair value of those warrants
     totalled $870,375 and would have been offset against additional paid-in
     capital.

     The fair value of the stock options and warrants used to compute pro forma
     net loss and loss per share disclosures is the estimated present value at
     grant date using the Black-Scholes option-pricing model with the following
     weighted average assumptions: expected volatility of 47%; various risk free
     interest rates of 5.8% to 6.3%; and expected holding periods of one to four
     years.

NOTE 25 - PRO FORMA INFORMATION

     Pro forma net income has been presented to show results of operations
     assuming the Predecessor filed its income tax returns as a C corporation.


                                      F-41
<PAGE>

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES

                                   SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                COLUMN A                         COLUMN B            COLUMN C            COLUMN D         COLUMN E
----------------------------------------    ------------------  ------------------  -----------------   ------------
                                                BALANCE AT          ADDITIONS                             BALANCE
                                                 BEGINNING          CHARGED TO                             END OF
                                                  OF YEAR           OPERATIONS         DEDUCTIONS           YEAR
                                            ------------------  ------------------  -----------------   ------------
               Description
<S>                                         <C>                 <C>                 <C>                 <C>       
Allowance for doubtful accounts

   September 1, 1994 (inception date)
     to December 31, 1994                        $    -              $  25,000*         $    -           $   25,000

   Year ended December 31, 1995                     25,000              60,000             16,735            68,265

   Year ended December 31, 1996                     68,265             100,078               -              168,343


Allowance for doubtful accounts
   (Predecessor)

   January 1, 1994 to
     December 7, 1994                            $    -              $  25,000          $    -           $   25,000
</TABLE>

* "Assumed" as part of asset purchase of AMCOM


                                      F-42
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15 (d) 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.

                                GLOBAL INTELLICOM, INC.
                                         Dated: March 31, 1997

                                By:  /s/ N. Norman Muller
                                   -------------------------------
                                         N. Norman Muller
                                         (Chief Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howard Maidenbaum and David Mortman his
true and lawful attorney-in-fact, each acting alone, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign any and all amendments to this report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes, each acting
alone, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                  Title                                     Date
----------                  -----                                     ----

/s/ N. Norman Muller        Chairman of the Board of              March 31, 1997
--------------------        Directors (Class III Director) 
N. Norman Muller            and Chief Executive Officer

/s/ Anthony R. Cucchi       Vice Chairman of the Board of         March 31, 1997
---------------------       Directors and Class II Director
Anthony R. Cucchi           

/s/ David A. Mortman        President and Chief Operating         March 31, 1997
--------------------        Officer and Class I Director  
David A. Mortman            

/s/ Howard Maidenbaum       Executive Vice President and          March 31, 1997
---------------------       Class III Director 
Howard Maidenbaum                   
<PAGE>

/s/ Thomas W. Smith         Class I Director                      March 31, 1997
-------------------
Thomas W. Smith

/s/ Wayne M. Rogers         Class II Director                     March 31, 1997
-------------------
Wayne M. Rogers

/s/ William C. Kaltnechker  Vice-President and Controller         March 31, 1997
--------------------------
William C. Kaltnecker