QUARTERLY REPORT ON
FORM 10QSB FOR THE PERIOD ENDED DECEMBER 31, 2007

UNITED STATES 
                       SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C. 20549

FORM 10-QSB

|[X] |  | QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- |  | ---------------------------------------------------------------------------------

For the quarterly
period ended December 31, 2007

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

For the transition
period from __________________ to _____________________

Commission File
No.000-31355

BEACON ENTERPRISE
SOLUTIONS GROUP, INC.
(Name of small business issuer in its charter)

|Nevada                                                                |  |  |  | 81-0438093                          
|--------------------------------------------------------------------- |  |  |  | ------------------------------------
|(State or other
jurisdiction of 
      incorporation or organization) |  |  |  | (I.R.S. Employer Identification No.)

124 North First Street,
Louisville, KY 40202
(Address of principal executive offices)

502-379-4788
(Issuers telephone number)

SUNCREST GLOBAL ENERGY
CORP.
(Former Name,
Former Address and Former Fiscal Year, if Changed Since Last Report)

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 whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes  [_]   No [X]

As of January 29, 2008, Beacon
Enterprise Solutions Group, Inc. had a total of 10,468,021 shares of common stock issued
and outstanding.

Transitional small business
disclosure format:  Yes [_]  No [X]

| |  | 
| |  | 

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TABLE OF CONTENTS



|PART I: FINANCIAL INFORMATION                                     |  |    | 
|----------------------------------------------------------------- |  | -- | 
|                                                                  |  |    | 
|Item 1.  Financial Statements                                     |  | 3  | 
|                                                                  |  |    | 
|Item 2. Managements Discussion and Analysis or Plan of Operation |  | 34 | 
|                                                                  |  |    | 
|Item 3. Controls and Procedures                                   |  | 38 | 
|                                                                  | 
|PART II: OTHER INFORMATION                                        | 
|                                                                  |  |    | 
|Item 1.  Legal Proceedings                                        |  | 40 | 
|                                                                  |  |    | 
|Item 6.  Exhibits                                                 |  | 40 | 
|                                                                  |  |    | 
|Signatures                                                        |  | 41 | 

---

| | 2 | 
| | - | 

---

PART I: FINANCIAL
INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Beacon Enterprise
Solutions Group, Inc. and Subsidiaries Condensed Consolidated
  Balance Sheet

|                                                                         | December 31, 
2007
      (Unaudited)
|------------------------------------------------------------------------ | ------------------------------------
|ASSETS                                                                   |                                     
|Current assets:                                                          |                                     
|Cash and cash equivalents                                                |                                     
|Accounts receivable                                                      |                                     
|Inventory                                                                |                                     
|Refund due from escrow from acquired business                            |                                     
|Prepaid expenses and other current assets                                |                                     
|                                                                         |                                     
|Total current assets                                                     |                                     
|Property and equipment, net                                              |                                     
|Goodwill                                                                 |                                     
|Other intangible assets, net                                             |                                     
|Inventory, less current portion                                          |                                     
|Security deposits                                                        |                                     
|                                                                         |                                     
|Total assets                                                             |                                     
|                                                                         |                                     
|LIABILITIES AND STOCKHOLDERS EQUITY                                     |                                     
|Current liabilities:                                                     |                                     
|Current portion of long-term debt                                        |                                     
|Line of credit obligation                                                |                                     
|Bridge notes (net of $65,161 of discounts)                               |                                     
|Current portion of capital lease obligations                             |                                     
|Accounts payable                                                         |                                     
|Accrued private placement costs                                          |                                     
|Accrued acquisition costs                                                |                                     
|Accrued expenses                                                         |                                     
|Customer deposits                                                        |                                     
|                                                                         |                                     
|Total current liabilities                                                |                                     
|Long-term debt, less current portion                                     |                                     
|Capital lease obligations, less current portion                          |                                     
|Other acquisition liability                                              |                                     
|                                                                         |                                     
|Total liabilities                                                        |                                     
|                                                                         |                                     
|Stockholders equity                                                     |                                     
|Series A convertible  preferred stock, $1,000 stated value, 4,500 shares |                                     
|authorized, 2,433.9 shares issued and                                    |                                     
|outstanding, (liquidation preference $3,051,544)                         |                                     
|Common stock, $0.001 par value 70,000,000 shares                         |                                     
|authorized, 10,648,021 shares issued and                                 |                                     
|outstanding                                                              |                                     
|Additional paid in capital                                               |                                     
|Accumulated deficit                                                      |                                     
|                                                                         |                                     
|Total stockholders equity                                               |                                     
|                                                                         |                                     
|Total liabilities and stockholders equity                               |                                     
|                                                                         |                                     

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

| | 3 | 
| | - | 

---

Beacon Enterprise
Solutions Group, Inc. and Subsidiaries Condensed
Consolidated Statement of Operations 
(Unaudited)

|                                                              | For the three 
months ended 
December 31, 
2007
|------------------------------------------------------------- | -----------------------------------------------
|Net sales                                                     |                                                
|Cost of goods sold                                            |                                                
|                                                              |                                                
|Gross profit                                                  |                                                
|Operating expense                                             |                                                
|Salaries and benefits                                         |                                                
|Selling, general and administrative                           |                                                
|                                                              |                                                
|Total operating expense                                       |                                                
|                                                              |                                                
|Loss from operations                                          |                                                
|Other expenses                                                |                                                
|Interest expense                                              |                                                
|                                                              |                                                
|Total other expenses                                          |                                                
|                                                              |                                                
|Net loss before income taxes                                  |                                                
|Income taxes                                                  |                                                
|                                                              |                                                
|Net loss                                                      |                                                
|Series A Preferred Stock:                                     |                                                
|Contractual dividends                                         |                                                
|Deemed dividends related to beneficial conversion feature     |                                                
|                                                              |                                                
|Net loss available to common stockholders                     |                                                
|                                                              |                                                
|Net loss per share to common stockholders - basic and diluted |                                                
|                                                              |                                                
|Weighted average shares outstanding                           |                                                
|basic and diluted                                             |                                                
|                                                              |                                                

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

| | 4 | 
| | - | 

---

Beacon Enterprise
Solutions Group, Inc. and Subsidiaries Condensed
Consolidated Statement of Stockholders (Deficit) Equity 
(Unaudited)

|                                                                                                     | Series A Convertible Preferred Stock |  | Common Stock       |           | Additional Paid-InCapital |                 |  |   | AccumulatedDeficit |  |   | Total     |  
|---------------------------------------------------------------------------------------------------- | ------------------------------------ |  | ------------------ | --------- | ------------------------- | --------------- |  | - | ------------------ |  | - | --------- | -
|Shares                                                                                               |                                      |  | $1,000 StatedValue | Shares    |                           | $0.001 ParValue
|Balance at October 1, 2007                                                                           |                                      |  |                    |           |                           | 5,187,650       |  | $ | 5,188              |  | $ | (812      | )
|Common stock granted to 
              employee for services                                         |                                      |  |                    |           |                           | 782,250         |  |   | 782                |  |   | (782      | )
|Vested portion of common stock 
              granted to employee for services                       |                                      |  |                    |           |                           |                 |  |   |                    |  |   | 132,372   |  
|Shares of Suncrest outstanding at 
              time of share exchange                              |                                      |  |                    |           |                           | 1,273,121       |  |   | 1,273              |  |   | (1,273    | )
|Common stock issued as purchase 
              consideration in business 
              combinations |                                      |  |                    |           |                           | 3,225,000       |  |   | 3,225              |  |   | 2,738,025 |  
|Series A Preferred Stock issued 
              in private placement                                  | 2,433.9                              |  |                    | 2,433,900 |                           |                 |  |   |                    |  |   |           |  
|Private placement offering costs                                                                     |                                      |  |                    |           |                           |                 |  |   |                    |  |   | (491,404  | )
|Beneficial conversion feature  
              deemed preferred stock dividend                       |                                      |  |                    |           |                           |                 |  |   |                    |  |   | 903,878   |  
|Bridge note warrants                                                                                 |                                      |  |                    |           |                           |                 |  |   |                    |  |   | 72,000    |  
|Series A Preferred Stock contractual 
              dividends                                        |                                      |  |                    |           |                           |                 |  |   |                    |  |   |           |  
|Net loss                                                                                             |                                      |  |                    |           |                           |                 |  |   |                    |  |   |           |  
|                                                                                                     |                                      |  |                    |           |                           |                 |  |   |                    |  |   |           |  
|Balance at December 31, 2007 
              (unaudited)                                              | 2,433.9                              |  | $                  | 2,433,900 |                           | 10,468,021      |  | $ | 10,468             |  | $ | 3,352,004 |  
|                                                                                                     |                                      |  |                    |           |                           |                 |  |   |                    |  |   |           |  

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

| | 5 | 
| | - | 

---

Beacon Enterprise
Solutions Group, Inc. and Subsidiaries Condensed
Consolidated Statement of Cash Flows 
(Unaudited)

|                                                                            | For the Three 
Months Ended 
December 31, 
2007
|--------------------------------------------------------------------------- | -----------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |                                                
|Net loss                                                                    |                                                
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                
|Depreciation and Amortization                                               |                                                
|Non-cash interest                                                           |                                                
|Share based payment                                                         |                                                
|Changes in operating assets and liabilities:                                |                                                
|Accounts receivable                                                         |                                                
|Inventory                                                                   |                                                
|Prepaid expenses and other current assets                                   |                                                
|Accounts payable                                                            |                                                
|Other assets                                                                |                                                
|Accrued expenses                                                            |                                                
|                                                                            |                                                
|NET CASH USED IN OPERATING ACTIVITIES                                       |                                                
|                                                                            |                                                
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |                                                
|Capital expenditures                                                        |                                                
|Acquisition of businesses, net of acquired cash                             |                                                
|                                                                            |                                                
|NET CASH USED IN INVESTING ACTIVITIES                                       |                                                
|                                                                            |                                                
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |                                                
|Proceeds from issuances of bridge notes                                     |                                                
|Proceeds from sale of preferred stock, net of offering costs                |                                                
|                                                                            |                                                
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |                                                
|                                                                            |                                                
|NET INCREASE  IN CASH AND CASH EQUIVALENTS                                  |                                                
|CASH AND CASH EQUIVALENTS  BEGINNING OF PERIOD                             |                                                
|                                                                            |                                                
|CASH AND CASH EQUIVALENTS  END OF PERIOD                                   |                                                
|                                                                            |                                                
|Supplemental disclosures                                                    |                                                
|Cash paid for:                                                              |                                                
|Interest                                                                    |                                                
|                                                                            |                                                
|Income taxes                                                                |                                                
|                                                                            |                                                
|Acquisition of businesses                                                   |                                                
|Accounts receivable                                                         |                                                
|Inventory                                                                   |                                                
|Prepaid expenses and other current assets                                   |                                                
|Property and equipment                                                      |                                                
|Goodwill                                                                    |                                                
|Customer relationships                                                      |                                                
|Non-compete agreements                                                      |                                                
|Tradenames                                                                  |                                                
|Security deposits                                                           |                                                
|Line of credit                                                              |                                                
|Accounts payable and accrued expenses                                       |                                                
|Customer deposits                                                           |                                                
|Long-term debt assumed                                                      |                                                
|Capital lease obligations                                                   |                                                
|Less: common stock issued as purchase consideration                         |                                                
|Less: acquisition notes issued to sellers of acquired businesses            |                                                
|Less: accrued acquisition costs                                             |                                                
|                                                                            |                                                
|Cash used in acquisition of businesses (net of $148,283 of cash acquired)   |                                                
|                                                                            |                                                
|Accrued offering costs                                                      |                                                
|                                                                            |                                                
|Bridge note warrants                                                        |                                                
|                                                                            |                                                

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

| | 6 | 
| | - | 

---

BEACON ENTERPRISE
SOLUTIONS GROUP, INC. AND SUBSIDIARIES               Notes to Condensed Consolidated
Financial Statements                                    (Unaudited)

NOTE 1  THE
COMPANY

Organization

The
 financial  statements  presented  are those of  Beacon  Enterprise Solutions Group, Inc.
 (Beacon or the Company),  which was originally formed in the State of Indiana on
June 6, 2007.

The
Company is a unified,  single  source  information  technology  and telecommunications
 enterprise that provides  professional services and sales of information technology and
telecommunications  products to mid-market commercial businesses, state and local
government agencies, and educational institutions.

The
Company was formed for the purpose of acquiring  and  consolidating regional telecom
 businesses and service platforms into an integrated,  national provider  of high
 quality  voice,  data and VOIP  communications  to small  and medium-sized  business
 enterprises (the SME Market).  The Companys  business strategy is to acquire
 companies  that will allow it to serve the SME Market on an integrated,  turn-key basis
from system design,  procurement and installation through all aspects of  providing
 network  service  and  designing  and hosting network applications.

The
 Company  was a  development  stage  enterprise  with no  operating history until
 completing the Share  Exchange  Transaction  described  below and simultaneous  business
 combinations and Private Placement financing transaction described in Notes 4 and 14,
respectively.

Share Exchange
Transaction

Pursuant
to a Securities  Exchange  Agreement,  Suncrest  Global Energy Corp.  (Suncrest)
acquired all of the outstanding no par value common stock of the Company on December 20,
2007. Suncrest,  in exchange for such Company common stock issued 1 share of its own
$0.001 par value  common  stock  directly to the Companys  stockholders for each share
of their Company common stock (the Share Exchange Transaction).  Following the Share
Exchange Transaction,  the existing stockholders of Suncrest  retained  1,273,121  shares
of Suncrests  outstanding common  stock and the  Companys  stockholders  became  the
 majority  owners of Suncrest.  Suncrest was incorporated in the State of Nevada on May
22, 2000. The Company paid a $305,000 fee to the  stockholders  of Suncrest in connection
with completing  the Share Exchange  Transaction  which is included as a component of
selling,  general  and  administrative  expense  in the  accompanying  condensed
consolidated statement of operations.

Prior
to the Share Exchange Transaction, Suncrest was a publicly-traded corporation with
nominal operations of its own. Pursuant to the merger, Suncrest was the  surviving  legal
 entity.  Following  the Share  Exchange  Transaction, Suncrest changed its name to
Beacon Enterprise Solutions Group, Inc. on February 15, 2008 and  continued to carry on
the  operations  of the  Company.  The Share Exchange   Transaction   has  been
  accounted  for  as  a  reverse  merger  and recapitalization  transaction  in which the
original  Beacon is deemed to be the accounting  acquirer.   Accordingly,  the
 accompanying  condensed  consolidated financial  statements  present the  historical
 financial  position,  results of operations and cash flows of Beacon,  adjusted to give
retroactive effect to the recapitalization of Beacon into Suncrest.

| | 7 | 
| | - | 

---

Basis of Presentation

The
accompanying  unaudited condensed  consolidated financial statements as of December 31,
2007 and for the three  months then ended have been  prepared in accordance  with the
 accounting  principles  generally  accepted  in the United States  of  America  for
 interim  financial  information  and  pursuant  to the instructions  to Form 10-QSB and
Item 310(b) of Regulation S-B of the Securities and  Exchange  Commission  (SEC)  and
on the same basis as the annual  audited consolidated financial statements.  The
unaudited condensed consolidated balance sheet as of December 31, 2007,  condensed
 consolidated  statement of operations for the three ended December 31, 2007 and the
condensed  consolidated  statement of  stockholders  equity and cash flows for the three
months ended December 31, 2007 are  unaudited,  but include  all  adjustments,
 consisting  only of normal recurring  adjustments,  which  the  Company  considers
 necessary  for  a  fair presentation of the financial position, operating results and
cash flows for the period  presented.  The results for the three months ended December
31, 2007 are not  necessarily  indicative  of  results  to be  expected  for the year
 ending September 30, 2008 or for any future interim period. The accompanying  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
Companys  financial  statements  and notes  thereto  included in the  Companys Current
Report on Form 8-K, which was filed with the SEC on December 28, 2007.

NOTE 2  LIQUIDITY,
FINANCIAL CONDITION AND MANAGEMENTS PLANS

The
Company incurred a net loss of $850,953 and used $484,730 of cash in its  operating
 activities  for the three  months ended  December  31, 2007.  At December 31, 2007, the
Companys accumulated deficit amounted to $1,895,546. The Company had cash of $651,367
and a working  capital  deficiency of $1,539,075 at December 31, 2007.

On
June  14,  2007,  the  Company  signed  a  non-exclusive  engagement agreement  with
Laidlaw & Company (UK) Ltd.  (Laidlaw) in which Laidlaw agreed to  provide  the
 Company  with  certain  corporate  finance  advisory  services including (i) raising
capital under the Private Placement  transaction described in Note 14; (ii) structuring
the business combinations  described in Note 4; and (iii)  assisting the Company with
 identifying  the public  company in the Share Exchange  Transaction  described  in
 Notes 1 and 14.  These  transactions  were completed on December 20, 2007.  The Company
 raised $4.0 million in the private placement in three separate closings on December 20,
2007, January 15, 2008, and February 12, 2008. The Company assumed approximately $405,000 of debt obligations in which the sellers of one of the acquired businesses described in Note 4 triggered an acceleration of principal under certain change of ownership provisions that constitute an event of default under those agreements (Note 10). These obligations are classified as current liabilities in the accompanying condensed consolidated balance sheet as a result of the Companys commitment to repay or obtain letters of credit upon which the creditors can draw them pursuant to its merger agreement with Bell-Haun Systems Inc. as described in Note 4.

As
 described  in Note  10,  the  Company  received  $500,000  of gross proceeds  ($278,000
 prior to September  30, 2007 and $222,000  during the three months ended December 31,
2007) under a bridge financing  facility  furnished by two of its  founding
 stockholders,  who  are  also  members  of  the  Board  of Directors.  The Company also
raised  $200,000 of additional  capital through the issuance  of bridge  notes in a
second  bridge  note  transaction  completed  on November 15, 2007.  As discussed in Note
12, the Company also has up to $300,000 of additional equity financing available to it
from two of its directors to draw as an additional source of funding if needed.

The
Company is also in the process of raising up to an additional $635,000 of equity
financing under a proposed sale of Series A-1 Convertible Preferred stock in one of its
subsidiaries. The terms of these preferred shares are intended to be substantially
identical to the Companys Series A Convertible Preferred Stock other than the
liquidation preference which will be subordinate to the Series A Convertible Preferred.
Prospective investors in this transaction  have deposited approximately $635,000 of funds
into an escrow account. The completion of this transaction is subject to completing
certain administrative procedures including amending the subsidiarys certificate of
incorporation to create a Series A-1 convertible preferred stock designation, circulating
the final form of the private placement memorandum, executing subscription agreements and
obtaining consents to amending certain escrow procedures.

The
 Company  believes  that the funds it has  received  in the Private Placement  and
 bridge  note  transactions,  funds it has  available  under  the $300,000  equity
 financing  commitment,  and funds it expects to generate  from operations  will enable
it to pay its debt obligations that are due within the next twelve months and sustain the business  through at least  January 1, 2009. If the Company is unable
to raise additional  capital, it will be required to take various  measures to conserve
 liquidity,  which could include,  but not necessarily  be limited to,  curtailing  its
 business  development  activities, suspending the pursuit of its business plan, and
controlling  overhead expenses. The Company cannot provide any assurance that it will
raise additional  capital. The Company has not secured any  commitments  for new
financing,  other than the equity  financing  commitment  discussed above, at this time,
nor can it provide any assurance that new financing will be available to it on acceptable
terms, if at all.

| | 8 | 
| | - | 

---

NOTE 3  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

Principles of
Consolidation

The
condensed consolidated financial statements include the accounts of Beacon Enterprise
Solutions Group, Inc. (formerly Suncrest) and its wholly-owned subsidiaries  the
 original  Beacon  formed  in  Indiana  in  June  2007  and BH Acquisition Corp. All
significant  inter-company  accounts and transactions have been eliminated in
consolidation.

Cash and Cash
Equivalents

The
Company considers all highly liquid  investments  purchased with an original  maturity
date of three months or less to be cash  equivalents.  Due to their short-term nature,
cash equivalents, when they are carried, are carried at cost, which approximates fair
value.

Revenue and Cost
Recognition

The
Company applies the revenue recognition  principles set forth under the Securities and
Exchange  Commissions Staff Accounting  Bulletin (SAB) 104 with respect to all of its
revenue.  Accordingly, the Company recognizes revenue when (i)  persuasive  evidence  of
an  arrangement  exists,  (ii)  delivery  has occurred,   (iii)  the  vendors  fee  is
 fixed  or   determinable,   and  (iv) collectability is probable.

Business
Telephone System and Computer Hardware Product Revenues The Company requires its
hardware product sales to be supported by a written contract or other evidence of
a sale transaction that clearly indicates the selling price to the customer, shipping
terms, payment terms (generally 30 days) and refund policy, if any. Since the Companys
hardware sales are supported by a contract or other document that clearly indicates the
terms of the transaction, and the selling price is fixed at the time the sale is
consummated, the Company records revenue on these sales at the time at which it
receives a confirmation that the goods were tendered at their destination
when shipped FOB destination, or upon confirmation that shipment has occurred when
shipped FOB shipping point.

For
product sales, the Company applies the factors  discussed in Emerging Issues Task Force (EITF) issue 99-19 Reporting Revenue Gross as a Principal vs. Net as an Agent, (99-19), in  determining
 whether to recognize  product  revenues on a gross or net basis.  In a  substantial
 majority of these  transactions,  the Company acts as principal  because;  (i) it has
latitude in establishing  selling  prices;  (ii) takes title to the  products;  and (iii)
has the risks and rewards of ownership, including  the risk of loss for  collection,
 delivery  or  returns.  For  these transactions,  the Company recognizes revenues based
on the gross amounts billed to customers.

Professional
Services Revenue The Company generally bills its customers for professional
telecommunications and data consulting services based on hours of time spent on any given
assignment at its hourly billing rates. As it relates to delivery of these services,
the Company recognizes revenue under these arrangements as the work is completed and
the customer has indicated their acceptance of services by approving a work order
milestone or completion order. For certain engagements, the Company enters fixed bid
contracts, and recognizes revenue as phases of the project are completed and accepted by
the client.

Time
and Materials Contracts Revenues from time and materials contracts, which
generally include product sales and installation services, are billed when services are
completed based on fixed labor rates plus materials. A substantial majority of the
Companys services in this category are completed in short periods of time. The
company may on occasion enter into long-term contracts in which it would be
appropriate to recognize revenue using long-term contract accounting such as the
percentage of completion method. We generated revenues of $137,088 from short-term time
and materials contracts for the three month period ended December 31, 2007. These
services were fully completed as of December 31, 2007. Cost of revenues from time and
materials contracts includes materials and labor.

Maintenance
Contracts The Company, as a representative of various original equipment
manufacturers, sells extended maintenance contracts on equipment it sells and acts
as an authorized servicing agent with respect to these contracts. These contracts,
which are sold as separate agreements from other products and services, are

| | 9 | 
| | - | 

---

individually  negotiated and are
generally not bundled with other products and services.  For maintenance  contract sales,
 the Company applies the factors discussed in EITF 99-19 in determining  whether to
recognize  product revenues on a gross or net basis.  Maintenance  contracts are
typically manufacturer  maintenance contracts that are sold to the customer on a reseller
basis. Based on an analysis of the factors set forth in EITF 99-19, the Company  has
 determined  that it acts as an  agent  in  these  situations,  and therefore  recognizes
 revenues on a net basis.  The Companys  share of revenue that it earns from
 originating  these contracts is deferred and recognized over the life of the  contract.
 Material and labor is charged for any service  calls under these maintenance contracts
on a time and materials basis which is charged to either the customer or manufacturer.

The
Company  accounts for sales taxes collected on behalf of government authorities  using
the net  method.  Pursuant  to this  method,  sales taxes are included in the amounts
receivable and a payable is recorded for the amounts due the government agencies.

Use of Estimates

The
preparation of the condensed  consolidated  financial statements in conformity with
accounting principles generally accepted in the United States of America  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
 dates of the  financial  statements  and the  reported amounts of revenues and expenses
 during the reporting  period.  Actual  results could differ  materially from those
 estimates.  These estimates and assumptions include valuing equity securities and
derivative financial instruments issued as purchase consideration in business
combinations and/or in financing transactions and in share based payment arrangements,
accounts receivable reserves, inventory reserves,  deferred  taxes and  related
 valuation  allowances,  allocating  the purchase price to the fair values of assets
acquired and liabilities  assumed in business combinations  (including separately
 identifiable intangible assets and goodwill) and  estimating the fair values of long
lived assets to assess whether impairment charges may be necessary.

Accounts Receivable

The
Company has a policy of reserving for uncollectible  accounts based on its best  estimate
of the amount of probable  credit  losses on its  existing accounts receivable.  Account
balances deemed to be uncollectible are charged to the allowance  for doubtful  accounts
 after all means of  collection  have been exhausted and the potential for recovery is
considered remote. Historically, the companies  acquired  in  the  business  combinations
 described  in  Note 4 have experienced  minimal credit losses. A significant portion of
accounts receivable outstanding  at December  31, 2007  include  customer  accounts
 acquired in the business combinations  completed on December 20, 2007. These accounts
are stated at  their  net  realizable  value  established  using  the  purchase  method
 of accounting (Note 4).

Inventory

Inventory,
 which consists of business telephone systems and associated equipment and parts, is
stated at the lower of cost (first-in, first-out method) or market.  In the case of slow
moving  items,  we may write down or calculate a reserve to reflect a reduced
 marketability  for the item. The actual percentage reserved  will depend on the total
 quantity  on hand,  its sales  history,  and expected near term sales prospects.  When
we discontinue sales of a product,  we will write down the value of inventory to an
amount equal to its  estimated  net realizable  value less all  applicable  disposition
 costs.  Slow  moving  items include  spare parts for older phone  systems that the
Company uses to repair or upgrade  customer phone systems.  A portion of these items,
 which are stated at their net realizable  value,  are likely to be used after the next
twelve months and  are  therefore  presented  as  non-current  inventory  in the
 accompanying condensed consolidated balance sheet. Substantially all of the inventory on
hand at December  31,

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2007 was  acquired in the  business
 combinations  completed on December  20,  2007.  These  goods  are  stated  at  the  net
 realizable  value established using the purchase method of accounting (Note 4).

Property and Equipment

Property
and  equipment is stated at cost,  including any cost to place the property  into
 service,  less  accumulated  depreciation.  Depreciation  is recorded over the
 estimated  useful lives of the assets which  currently  range from 2 to 5 years.
 Leasehold  improvements  are  amortized  over the shorter of their estimated useful
lives or the term of the lease.

Concentration of
Credit Risk

Financial
  instruments   that   potentially   expose  the  Company  to concentrations of credit
risk consist  principally of cash and cash equivalents. We  maintain  our cash  accounts
at high  quality  financial  institutions  with balances,  at times, in excess of
federally  insured limits.  As of December 31, 2007,  we had cash balances of $424,292 in
excess of federally  insured  limits. Management  believes that the financial
 institutions that hold our deposits are financially sound and therefore pose minimal
credit risk.

Start Up Costs

All
expenses incurred in connection with our formation and related start up activities  have
been expensed as incurred and are included in selling,  general and  administrative
  expenses  in  the  accompanying   condensed  consolidated financial  statements.
 Start up costs, which principally  include  professional fees and other  administrative
 costs  amounted to $127,126 for the three months ended December 31, 2007 and are
included in selling  general and  administrative expense in the accompanying condensed
consolidated statement of operations.

Goodwill and
Intangible Assets

The
Company  accounts for goodwill and intangible  assets in accordance with Statement of
Financial  Accounting  Standards (SFAS) No. 142, Goodwill and Other Intangible Assets,
(SFAS 142). SFAS 142 requires that goodwill and other intangibles with indefinite lives
should be tested for impairment annually or on an interim basis if events or
 circumstances  indicate that the fair value of an asset has decreased below its carrying
value.

Goodwill
 represents  the excess of the  purchase  price over the fair value of net assets
acquired in business  combinations.  SFAS 142, requires that goodwill be tested for
impairment at the reporting unit level (operating segment or one level below an operating
 segment) on an annual basis and between  annual tests when circumstances indicate that
the recoverability of the carrying amount of  goodwill  may be in  doubt.  Application
 of the  goodwill  impairment  test requires judgment,  including the  identification of
reporting units,  assigning assets and  liabilities  to  reporting  units,  assigning
 goodwill to reporting units,  and determining the fair value.  The Company operates a
single reporting unit.  Significant  judgments  required to estimate  the fair value of
reporting units include  estimating future cash flows,  determining  appropriate
 discount rates and other  assumptions.  Changes in these estimates and assumptions
 could materially affect the determination of fair value and/or goodwill impairment.

The
 Companys   amortizable   intangible   assets   include   customer relationships,
 covenants not to compete and  tradenames.  These costs are being amortized using the
straight-line  method over their estimated useful lives. The estimated   fair  values
 and  useful  lives  of  the  customer   relationships, non-compete agreements and
tradenames are preliminary as of December 31, 2007 as established  by the  Company  using
the  purchase  method of  accounting.  These amounts will be adjusted when the Company
completes its valuation.

In
accordance  with SFAS 144 Accounting for the Impairment or Disposal of Long-Lived
Assets, the Company reviews the carrying value of intangibles and other  long-lived
 assets for impairment at least annually or whenever events or changes in  circumstances
 indicate that the carrying amount of an asset may not be recoverable.

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Recoverability
 of  long-lived  assets is measured by comparison of its carrying amount to the
undiscounted  cash flows that the asset or asset group is expected  to  generate.  If
such  assets  are  considered  to be  impaired,  the impairment  to be  recognized  is
measured  by the amount by which the  carrying amount of the property, if any, exceeds
its fair market value.

Preferred Stock

We
apply  the  guidance  enumerated  in SFAS No.  150  Accounting  for Certain  Financial
 Instruments  with  Characteristics  of both  Liabilities and Equity  and EITF Topic
 D-98  Classification  and  Measurement  of  Redeemable Securities,  when determining
the  classification  and measurement of preferred stock.  Preferred shares subject to
mandatory redemption (if any) are classified as liability  instruments and are measured
at fair value in accordance with SFAS 150. All other  issuances of preferred  stock are
subject to the  classification and  measurement   principles  of  EITF  Topic  D-98.
 Accordingly  we  classify conditionally  redeemable  preferred shares (if any),  which
includes  preferred shares that feature  redemption rights that are either within the
control of the holder or subject to  redemption  upon the  occurrence  of uncertain
 events not solely within our control,  as temporary equity. At all other times, we
classify our  preferred  shares in  stockholders  equity.  Our  preferred  shares do not
feature  any  redemption  rights  within  the  holders  control  or  conditional
redemption features not within our control as of December 31, 2007.  Accordingly all
 issuances  of  preferred  stock are  presented  as a component of condensed consolidated
stockholders (deficit) equity.

Convertible
Instruments

We
evaluate and account for conversion  options embedded in convertible instruments  in
 accordance  with  SFAS  No.  133,  Accounting  for  Derivative Instruments and Hedging
Activities (SFAS 133) and EITF 00-19, Accounting for Derivative  Financial
 Instruments  Indexed  to, and  Potentially  Settled in, a Companys Own Stock (EITF
00-19).

SFAS
133 generally  provides  three  criteria  that,  if met,  require companies  to
 bifurcate  conversion  options  from their host  instruments  and account for them as
free standing derivative financial instruments in accordance with EITF 00-19.  These
three criteria  include  circumstances  in which (a) the economic characteristics and
risks of the embedded derivative instrument are not clearly and closely  related to the
 economic  characteristics  and risks of the host  contract,  (b) the  hybrid  instrument
 that  embodies  both the  embedded derivative  instrument  and the host  contract is not
 remeasured  at fair value under otherwise applicable generally accepted accounting
principles with changes in fair value  reported in earnings as they occur and (c) a
separate  instrument with the same terms as the embedded derivative  instrument would be
considered a derivative instrument subject to the requirements of SFAS 133. SFAS 133 and
EITF 00-19 also provide an exception to this rule when the host  instrument is deemed to
be conventional (as that term is described in the implementation  guidance to SFAS 133
and  further  clarified  in EITF 05-2,  The  Meaning of  Conventional Convertible Debt
Instrument in Issue No. 00-19).

We
account for convertible instruments (when it has determined that the embedded
  conversion   options  should  not  be  bifurcated   from  their  host instruments)  in
accordance  with the provisions of EITF 98-5,  Accounting  for Convertible  Securities
with Beneficial  Conversion  Features (EITF 98-5) and EITF 00-27, Application of EITF
98-5 to Certain Convertible Instruments (EITF 00-27).  Accordingly,  we record when
necessary  discounts to convertible notes for the intrinsic value of conversion options
embedded in debt instruments based upon the  differences  between the fair value of the
underlying  common stock at the commitment date of the note  transaction and the
effective  conversion price embedded in the note. Debt discounts under these arrangements
are amortized over the term of the related debt to their stated date of redemption.  We
also record when necessary  deemed  dividends for the intrinsic value of conversion
 options embedded in preferred  shares based upon the differences  between the fair value
of the underlying common stock at the commitment date of the transaction and the
effective conversion price embedded in the preferred shares.

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---

We
evaluated the  conversion  option  featured in the Bridge  Financing Facility  and
 Bridge  Notes  that are more fully  described  in Note 10.  These conversion  options
 provide the  noteholders,  of whom three are also  founding stockholders  and/or
directors of Beacon, with the right to convert any advances outstanding under the
facility,  into shares of our common stock at anytime upon or after the  completion of
the entire Private  Placement  described in Note 14. The conversion  options  embedded in
these notes are not exercisable  unless and until we  raise  the full  $4,000,000  of
 proceeds  stipulated  in the  Private Placement that was commenced during the three
months ended December 31, 2007.

As
of December  31, 2007,  we  completed  only a portion of the Private Placement.  We
deemed the  completion of the entire  Private  Placement to be an event that is not
within our control. Accordingly,  these conversion options are deemed to be contingent
conversion options as of December 31, 2007 in accordance with EITF 98-5 and EITF 00-27
that do not  require  any  accounting  recognition unless and until the entire  Private
 Placement is completed and the  conversion option becomes exercisable at the option of
the holder. As described in Notes 10 and 16, the Company  completed  its Private
 Placement  on February  12, 2007 at which time the conversion  options  embedded in the
Notes became  exercisable at the option of the holders.

Common Stock Purchase
Warrants and Other Derivative Financial Instruments

We
account for the issuance of common stock purchase warrants and other free standing
derivative financial instruments in accordance with the provisions of EITF 00-19.  Based
on the provisions of EITF 00-19, we classify as equity any contracts that (i) require
physical  settlement or net-share  settlement or (ii) gives us a  choice  of  net-cash
 settlement  or  settlement  in our own  shares (physical  settlement  or  net-share
 settlement).  We  classify  as  assets  or liabilities  any contracts  that (i) require
 net-cash  settlement  (including a requirement to net cash settle the contract if an
event occurs and if that event is outside  our  control)  or (ii) gives the  counterparty
 a choice of net-cash settlement   or  settlement   in  shares   (physical   settlement
 or  net-share settlement).  We assess classification of our common stock purchase
warrants and other free standing  derivatives at each  reporting date to determine
 whether a change in classification between assets and liabilities is required.

Our
free standing  derivatives  consist of warrants to purchase  common stock  that  were
 issued  to  three  founding  stockholders/directors  and  one independent  qualified
investor in connection with the Bridge Financing Facility and Bridge Notes described in
Note 10 as well as warrants issued to the Series A Preferred  Stock   shareholders  and
 placement  agent  and  its  affiliates  in connection with the Private  Placement as
described in Note 14. We evaluated the common stock  purchase  warrants to assess their
 proper  classification  in the balance  sheet as of  December  31,  2007  using the
 applicable  classification criteria  enumerated in EITF 00-19. We determined that the
common stock purchase warrants do not feature any  characteristics  permitting net cash
 settlement at the option of the holders.  Accordingly,  these instruments have been
classified in stockholders equity in the accompanying condensed consolidated balance
sheet as of December 31, 2007.

Income Taxes

We
account for income taxes under SFAS No. 109,  Accounting for Income Taxes (SFAS 109).
 SFAS 109 requires the  recognition  of deferred tax assets and  liabilities  for  both
the  expected  impact  of  differences  between  the financial  statements  and tax
 basis  of  assets  and  liabilities  and for the expected  future tax  benefit to be
derived  from tax loss and tax credit  carry forwards. SFAS 109 additionally requires a
valuation allowance to be established when it is more  likely  than not that all or a
portion of  deferred  tax assets will not be realized.  Furthermore,  SFAS 109  provides
 that it is difficult to conclude  that a  valuation  allowance  is not  needed  when
 there is  negative evidence such as cumulative losses in recent years. Therefore,
cumulative losses weigh heavily in the overall  assessment.  Accordingly,  we have
recorded a full valuation allowance against our net deferred tax assets. In addition,  we
expect to  provide a full  valuation  allowance  on future  tax  benefits  until we can
sustain a level of  profitability  that  demonstrates our ability to utilize the assets,
or other significant  positive evidence arises that suggests our ability to

| | 13 | 
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---

utilize such assets.  We will
 continue to re-assess our reserves on deferred income tax assets in future periods on a
quarterly basis.

Effective
 June 6,  2007  (date of  inception),  we  adopted  Financial Accounting Standards Board
Interpretation No. 48, Accounting for Uncertainty in Income  Taxes  (FIN  48) - an
 interpretation  of  FASB  Statement  No.  109, Accounting for Income Taxes. FIN 48
addresses the determination of whether tax benefits claimed or expected to be claimed on
a tax return should be recorded in the financial statements. Under FIN 48, we may
recognize the tax benefit from an uncertain  tax position only if it is more likely than
not that the tax position will be  sustained  on  examination  by the  taxing
 authorities,  based  on the technical merits of the position.  The tax benefits
 recognized in the financial statements  from such a position should be measured based on
the largest benefit that  has a  greater  than  50%  likelihood  of  being  realized
 upon  ultimate settlement.  FIN 48 also provides  guidance on the  derecognition  of
income tax liabilities,  classification  of interest  and  penalties on income  taxes,
 and accounting for uncertain tax positions in interim period  financial  statements. Our
policy is to record  interest and penalties on uncertain tax provisions as a component of
our income tax expense.

As
described in Note 15, we completed  our  preliminary  assessment  of uncertain tax
positions in accordance  with FIN 48 during our the period of June 6, 2007 through
 September 30, 2007 and for the quarter ended December 31, 2007, including the effects of
the Share Exchange Transaction  described in Note 1 and business  combinations
  completed  as  described  in  Note  4.  Based  on  this preliminary  assessment,  we
have determined that we have no material  uncertain income tax positions requiring
 recognition or disclosure in accordance with FIN 48.

Net Loss Per Share

Net
loss  per  share is  presented  in  accordance  with  SFAS No.  128 Earnings Per Share.
 (SFAS 128) Under SFAS 128,  basic net loss per share is computed by dividing net loss
per share available to common  stockholders by the weighted average shares of common
stock  outstanding for the period and excludes any potentially  dilutive  securities.
 Diluted  earnings per share reflects the potential  dilution  that would  occur upon the
 exercise or  conversion  of all dilutive securities into common stock. The computation
of loss per share for the three month  period  ended  December  31,  2007  excludes
 potentially  dilutive securities because their inclusion would be anti-dilutive.

Shares
of common stock issuable upon conversion or exercise of potentially dilutive securities
at December 31, 2007 are as follows:

|                                     | Warrants | Common 
Stock 
Equivalents | Total 
Common 
Stock 
Equivalents
|------------------------------------ | -------- | -------------------------- | ---------------------------------
|Series A Convertible Preferred Stock |          | 1,622,600                  |                                  
|Placement Agent Warrants             |          | 1,232,814                  |                                  
|Bridge Financing Warrants            |          | 875,000                    |                                  
|                                     |          |                            |                                  
|                                     |          | 3,730,414                  |                                  
|                                     |          |                            |                                  

The
table above excluded 336,000 contingently  exercisable common stock purchase  warrants
 issued to the Bridge Note  holders  (Note 10) and  1,166,666 shares of common stock
underlying the contingent  conversion options embedded in the Bridge Notes (Note 10). As
described in Note 16, the Company  completed  its Private Placement on February 12, 2008
at which time the aforementioned warrants and conversion  options  became  exercisable
 and additional  Series A Preferred shares  convertible  into  2,088,133  shares of
common  stock and  common  stock purchase  warrants  exercisable for 1,044,067 shares of
common stock were issued to the investors in that transaction.

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Fair Value of
Financial Instruments

The
 carrying  amounts  reported  in the  financial  statements  for  cash, accounts
receivable, prepaid expenses and other current assets, accounts payable and accrued
expenses and other current liabilities  approximate fair value based on the short-term
 maturity of these  instruments.  The carrying  amounts of the bridge notes,  long-term
 debt and capital lease  obligations  approximate  fair value because the  contractual
 interest  rates or the effective  yields of such instruments,  which  includes the
effects of  contractual  interest  rates taken together with the  concurrent  issuance of
common stock purchase  warrants,  are consistent  with current market rates of interest
for  instruments of comparable credit risk.

Recent Accounting
Pronouncements

In
 September   2006,  the  FASB  issued  SFAS  No.  157,  Fair  Value Measurements
 (SFAS 157).  SFAS 157 defines fair value,  establishes a market based  framework for
measuring  fair value and expands  disclosure of fair value measurements.  SFAS 157
 applies  under  other  accounting  pronouncements  that require or permit fair value
measurements and accordingly,  does not require any new fair value  measurements.  SFAS
157 is effective  for  financial  statements issued for fiscal years  beginning after
November 15, 2007. The adoption of SFAS 157 is not  expected  to have a material  effect
on the  Companys  consolidated financial statements.

On
February 15, 2007,  the FASB issued SFAS No. 159, The Fair Value Option for Financial
 Assets and Financial  Liabilities  (SFAS 159). The guidance in SFAS 159  allows
 reporting  entities to choose  to measure  many  financial instruments and certain
other items at fair value. The objective  underlying the development of this  literature
is to improve  financial  reporting by providing reporting  entities  with the
 opportunity  to  reduce  volatility  in  reported earnings that results from measuring
related assets and liabilities  differently without having to apply complex hedge
accounting provisions,  using the guidance in SFAS 133,  as  amended.  The  provisions
 of SFAS 159 are  applicable  to all reporting  entities and are  effective  as of the
 beginning of the first fiscal year that begins  subsequent  to November 15, 2007.  The
adoption of SFAS 159 is not expected to have a material effect on the Companys
 consolidated  financial statements.

In
June 2007,  the EITF  reached a consensus  on EITF Issue No.  06-11, Accounting for
Income Tax Benefits on Dividends on Share-Based  Payment Awards (EITF  06-11).  EITF
06-11 addresses  share-based  payment  arrangements  with dividend  protection features
that entitle employees to receive (a) dividends on equity-classified    nonvested
   shares,    (b)   dividend    equivalents    on equity-classified  nonvested share
units, or (c) payments equal to the dividends paid on the  underlying  shares  while  an
 equity-classified  share  option  is outstanding,  when  those  dividends  or  dividend
 equivalents  are  charged to retained  earnings under SFAS 123R and result in an income
tax deduction for the employer.  A realized income tax benefit from dividends or dividend
 equivalents that  are   charged   to   retained   earnings   are  paid  to   employees
  for equity-classified   nonvested   shares,   nonvested   equity  share  units,  and
outstanding  equity  share  options  should  be  recognized  as an  increase  in
additional paid in capital.  The amount recognized in additional paid-in capital for the
 realized  income tax benefit from  dividends on those awards  should be included in the
pool of excess tax benefits available to absorb potential future tax  deficiencies  on
 share-based  payments  for fiscal years  beginning  after December  15,   2007.   The
 Company  does  not  expect  the  adoption  of  this pronouncement to have a material
impact on its consolidated financial statements.

In
December 2007,  the Financial  Accounting  Standards  Board (FASB) issued Statement of
Financial  Accounting Standards (SFAS) No. 141R, Business Combinations   (SFAS
  141R),   which   replaces  SFAS  No.  141,   Business Combinations. SFAS 141R
establishes principles and requirements for determining how an enterprise  recognizes
 and measures the fair value of certain assets and liabilities  acquired  in  a  business
 combination,   including  noncontrolling interests,  contingent consideration,  and
certain acquired contingencies.  SFAS 141R also requires  acquisition-related
 transaction  expenses and restructuring costs be expensed as incurred  rather  than
 capitalized  as a component  of the business  combination.  SFAS 141R will be applicable
 prospectively  to business

| | 15 | 
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combinations  for which the
acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. SFAS 141R will have an impact on the  accounting
 for any  businesses  acquired  after the effective date of this pronouncement.

In
 December  2007,  the  FASB  issued  SFAS No.  160,  Noncontrolling Interests  in
 Consolidated  Financial  Statements  An Amendment of ARB No. 51 (SFAS 160).  SFAS
160 establishes  accounting and reporting  standards for the noncontrolling  interest  in
a  subsidiary  (previously  referred to as minority interests).  SFAS 160 also requires
that a retained noncontrolling interest upon the  deconsolidation  of a subsidiary  be
initially  measured at its fair value. Upon  adoption  of SFAS  160,  the  Company  would
be  required  to  report  any noncontrolling  interests as a separate  component of
stockholders  equity. The Company  would  also  be  required  to  present  any  net
 income  allocable  to noncontrolling  interests and net income attributable to the
stockholders of the Company  separately in its  consolidated  statements of operations.
 SFAS 160 is effective  for fiscal  years,  and interim  periods  within those fiscal
 years, beginning on or after December 15, 2008. SFAS 160 requires  retroactive adoption
of the presentation and disclosure requirements for existing minority interests. All
other requirements of SFAS 160 shall be applied prospectively. SFAS 160 will have  an
 impact  on the  presentation  and  disclosure  of  the  noncontrolling interests of any
non  wholly-owned  businesses  after the effective date of this pronouncement.

Other
 accounting  standards  that have been  issued or proposed by the FASB or other
 standards-setting  bodies  that do not require  adoption  until a future  date  are  not
 expected  to have a  material  impact  on the  Companys financial statements upon
adoption.

NOTE 4  BUSINESS
COMBINATIONS

Advanced Data Systems,
Inc.

On
December  20, 2007,  pursuant to an Asset  Purchase  Agreement  (the ADSnetcurve
 Agreement),   our  acquisition  of  Advance  Data  Systems,  Inc. (ADSnetcurve)
 became  effective.  The ADSnetcurve  Agreement was entered into between  us,
 ADSnertcurve  and the  shareholders  of  ADSnetcurve,  whereby the Company  acquired
 substantially  all of the assets and  assumed  certain of the liabilities  of
  ADSnetcurve.   Contemporaneously   with  the   acquisition  of ADSnetcurve, certain
employees of ADSnetcurve entered into employment agreements with us, effective upon the
closing of the acquisition.

ADSnetcurve
is a global  information  technology  company that provides technology  solutions.
 Specifically,  these  services  include web  application development,  IT  management
 and hosting  services for scalable  infrastructure solutions);  and support services.
 The Company acquired ADSnetcurve because the business provides the software  development
and support  infrastructure  that is needed to  develop  custom  applications  for
 clients  information  technology systems, and to provide management,  hosting and
technical support services with respect to those systems.

The
 aggregate  purchase  price  paid by  Beacon,  inclusive  of direct transaction expenses,
in connection with the ADSnetcurve acquisition amounted to $1,727,548,  including
 700,000 shares of common stock valued at $.85 per share, $666,079 of cash, a $300,000
secured promissory note (ADS Note), and estimated direct transaction expenses of
$172,345 net of $5,876 of cash acquired.

The
ADS Note (Note 10) has a term of 48  months,  bearing  interest  at prime, and is secured
by the assets acquired by Beacon from ADSnetcurve. The ADS Note provides for monthly
principal and interest payments of $7,219.  Subsequent to the  initial  Private
 Placement,  the ADS Note also  contains a  pre-payment provision such that we will be
required to make  additional  principal  payments equal to 3.2% of the net amount
 received by us from any equity capital  raised, in excess of $1,000,000,  after the
closing date until such time as the ADS Note has been paid in full.

If,
from the closing  date to the first  anniversary  of the closing of this transaction,
 the annual revenue  generated by ADSnetcurve  amounts to less than  $1,800,000,  then
the balance due under the ADS Note will be reduced by up to 60% of its  principal  amount
 but  will  not be less  than  $120,000.  As of December 31, 2007,

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---

Management believes that the ADS
Note will not be adjusted to an amount less than $300,000 and has therefore included the
entire amount of the note in the purchase consideration.

The
agreement was subject to a net working capital  adjustment that was initially  measured
and later  adjusted as of December  20,  2007.  Based on the initial net working capital
 measurement,  $116,049 was escrowed on December 20, 2007.  On January  15,  2008,  based
on the final  determination  of net working capital,  $66,079 was released to the sellers
 (included  in cash  consideration above) and the remaining balance was returned to the
Company from escrow.

Beginning
 December  21,  2007,  the  day  immediately   following  the effective date of the
 transaction,  the financial  results of ADSnetcurve  were consolidated with those of our
business. The acquisition was accounted for under the purchase method of accounting,
 whereby a preliminary  valuation of the fair values of the acquired assets and assumed
 liabilities of the acquired  business was performed as of December 20, 2007. The excess
of the purchase price over net assets  acquired  amounted  to $614,384  and was  recorded
 as  goodwill.  Other separately  identifiable   intangibles  consisting  of  customer
 relationships, non-compete  agreements and tradenames amounted to an aggregate of
$962,027. The preliminary estimates of fair value will be adjusted as necessary when the
final valuation is completed.

Bell-Haun Systems Inc.

On
December 20, 2007,  pursuant to an Agreement and Plan of Merger (the Bell-Haun
Agreement), our acquisition of Bell-Haun Systems, Inc. (Bell-Haun) became  effective.
 The Bell-Haun  Agreement was entered into between Beacon, BH Acquisition  Sub, Inc. (the
 Acquisition  Sub),  Bell-Haun and Thomas Bell and Michael Haun, whereby,  Bell-Haun
merged with and into the Acquisition Sub, with the Acquisition Sub surviving the merger.

Bell-Haun
 specializes  in the  installation,  maintenance  and ongoing support of  business
 telephone  systems,  wireless  services,  voice  messaging platforms and conference
 calling services to businesses  throughout its region. The Company acquired Bell-Haun
because it believes the business provides it with (i) a customer base and presence in the
greater  Columbus,  Ohio region and (ii) an established  presence in the market for
products and services needed to design telecommunications infrastructures and implement
such design plans and systems.

The
 aggregate  purchase  price  paid by  Beacon,  inclusive  of direct transaction
 expenses,  in connection with the Bell-Haun acquisition amounted to $794,100,  including
 500,000  shares of common  stock valued at $.85 per share, $155,048 of cash, notes
payable (the Bell-Haun  Notes) in the amount $119,000, and future payments in the
amount of $50,000  related to non-compete  agreements that are included in the direct
transaction costs of $95,052.

The
 Bell-Haun  Notes are  payable  over 60 months in  installments  of $2,413 including
interest at 8% per annum with the first payment due and payable on January 19, 2009 (Note
10).

The
Bell-Haun Agreement also provides for the payment of up to $480,374 of additional
 purchase  consideration  upon the attainment of certain  earnings milestones  based on
gross profit  earned over the twelve  months  following the anniversary of the closing.
These payments are being accounted for as contingent consideration  that would be
recorded as an increase to goodwill at December 20, 2008, the measurement date of the
milestone if such milestones are attained.

Beginning
 December  21,  2007,  the  day  immediately   following  the effective date of the
transaction,  the financial  results of Bell-Haun  Systems Inc. were consolidated with
those of our business. The acquisition was accounted for under the purchase method of
accounting,  whereby a preliminary valuation of the fair values of the assets acquired
and liabilities  assumed was performed as of December 20, 2007. The aggregate  amount of
the purchase price which amounted to $794,100 plus the amount of the net  liabilities
 assumed  which  amounted to $599,520  (grand  total of  $1,393,620),  was  allocated  to
goodwill  and other intangible  assets.  Goodwill  amounted to $519,860 and separately
 identifiable intangibles  consisting of customer  relationships  and  non-compete
 agreements amounted to an aggregate of $873,760. The preliminary estimates will be
adjusted as necessary when the final valuation is completed.

As described in Notes 2 and 10, the Company assumed approximately $405,000 of debt obligations in this transaction that were in default as of the closing due to certain change of control restrictions that the sellers breached upon the transfer or their shares to the Company.

| | 17 | 
| | -- | 

---

CETCON, Inc.

On
December  20, 2007,  pursuant to an Asset  Purchase  Agreement  (the CETCON
  Agreement),   our  acquisition  of  CETCON,  Inc.  (CETCON)  became effective.  The
CETCON Agreement was entered into between Beacon, CETCON and the shareholders of CETCON,
 whereby we acquired substantially all of the assets and assumed certain of the
liabilities of CETCON. Contemporaneously with acquisition of CETCON,  certain employees
of CETCON entered into employment  agreements with us, effective upon the closing of the
acquisition.

CETCON
 provides  engineering  consulting  services to  commercial  and government  entities
 with  respect to the design  and  implementation  of their voice,  data,  video,  and
security  infrastructures  and  systems.  The Company acquired  CETCON because the
business  provides  systems design and  engineering services that include evaluating
 information technology needs (including voice, data,  video,  and security needs) and
also designs and engineers  systems (i.e., hardware) and  infrastructure  (i.e.,  cabling
and  connectivity)  to meet those needs at the enterprise level.

The
 aggregate  purchase  price  paid by  Beacon,  inclusive  of direct transaction
 expenses,  in connection  with the CETCON  acquisition  amounted to $2,158,111,
 including  900,000 shares of common stock valued at $.85 per share, $700,000 of cash, a
$600,000  secured  promissory  note (the CETCON  Note) and direct transaction costs of
$235,519 net of cash acquired of $142,407.

The
CETCON Note (Note 10) has a term of 60 months,  bearing interest at 8% APR. The CETCON
Note provides for monthly  principal and interest payments in the amount of  $12,166  and
is  secured  by the  assets  acquired  by us in this transaction (subordinate only to
existing senior debt of $194,947 assumed in the acquisition).  If,  from the  closing
 date to October  31,  2008,  the  revenue generated  from  CETCON is less than
 $2,000,000,  the  principal  amount of the CETCON Note will be reduced by the percentage
of the actual  revenue  divided by $2,000,000.  We believe that the minimum  revenue of
$2,000,000  provided for in the CETCON  Note for which  there would be  consideration
 payable is  probable, Accordingly,  the full  principal  amount of the CETCON  Note is
included in the purchase  consideration  paid  to the  seller  as of  the  closing  date
 of the acquisition.

We
may prepay all or a portion of the outstanding  principal amount and accrued interest
under the CETCON Note.  Subsequent to completion of the Private Placement, the CETCON
Note contains a pre-payment provision such that we will be required to make  additional
 principal  payments  equal to 3% of the net amount received by us from any equity
capital  raised,  in excess of $1,000,000,  after the closing date until such time as the
CETCON Note is paid in full.

Beginning
December 21, 2007, the financial results of CETCON, Inc. were consolidated with those of
our business. The acquisition was accounted for under the purchase method of accounting,
 whereby a preliminary  valuation of the fair values of the assets acquired and
liabilities  assumed of the acquired  business was performed as of December 20, 2007. The
excess of the purchase price over net tangible and separately  identifiable  intangible
 assets  acquired  amounted to $944,220 and was recorded as goodwill. Other separately
identifiable intangibles consisting of customer  relationships and non-compete
 agreements amounted to an estimated aggregate fair value of $1,127,887.  The preliminary
estimates will be adjusted as necessary when the final valuation is completed.

Strategic
Communications, Inc.

On
 December  20,  2007,  pursuant  to the filing of an Asset  Purchase Agreement   (the
  Strategic   Agreement),   our   acquisition   of  Strategic Communications,  LLC
(Strategic) became effective. The Strategic Agreement was entered into between Beacon,
Strategic and the members of Strategic,  whereby we acquired  substantially all of the
assets and assumed certain of the liabilities of  Strategic.  Contemporaneously  with the
 Strategic  Agreement,  Beacon,  RFK Communications,  LLC (RFK) (co- owner of Strategic
 Communications,  Inc.) and the members of RFK entered into an Asset Purchase Agreement,
whereby we acquired substantially all of the assets and assumed certain of the
liabilities of RFK.

Strategic
is a voice,  video and data  communication  systems solutions provider.  Strategic
 specifically  provides  procurement  for carrier  services (including  voice,  video,
 data,  Internet,  local  & long  distance  telephone

| | 18 | 
| | -- | 

---

applications),   infrastructure
 services  (including  cabling  and  equipment); routers,  servers and hubs;  telephone
 systems,  voicemail,  general technology products and maintenance  support.  The Company
 acquired  Strategic  because it believes  the  business  provides  it with a customer
 base and  presence in the greater Louisville, Kentucky region and an established presence
in the market for products and services needed to design and implement these types of
systems.

The
 aggregate  purchase  price  paid by  Beacon,  inclusive  of direct transaction
 expenses,  in connection with the Strategic acquisition amounted to $2,206,519,
including 1,125,000 shares of common stock valued at $.85 per share, $220,500 of cash, a
$562,500  secured  promissory note (the  Strategic  Secured Note),  a $342,000
 promissory  note (the  Strategic  Escrow Note) and direct transaction expenses of
$125,269.

We
delivered the $342,000  Strategic  Escrow Note (Note 10) and a stock certificate  for
200,000  shares of the common stock  conveyed to the members of Strategic as purchase
 consideration to be held in escrow (the Strategic Escrow Shares) for the purpose of
securing the indemnification  obligations of members of  Strategic.  The specific
 indemnity  secures a commitment on the part of the sellers in this transaction to hold
Beacon harmless from its previously existing liabilities, including a $313,000 tax
delinquency, since Beacon agreed to assume only $500,000 of  liabilities  in the
 transaction.  The escrow  agreement  will terminate  and the  Strategic  Escrow Note and
 Strategic  Escrow Shares will be released  to the  sellers  upon  confirmation  that
 Strategic  has  settled the liabilities  specified  under such  indemnification.  If
necessary,  the amounts escrowed can be used to settle such liabilities.

The
Strategic  Secured Note (Note 10) has a term of 60 months,  bearing interest at 8% APR.
The Strategic  Secured Note  provides for monthly  principal and  interest  payments  of
 $11,405.  If,  from the  closing  date to the first anniversary  of the  closing of this
 transaction,  the revenue  generated  from Strategic  is less than $4.5  million,  the
 principal  amount of the  Strategic Secured Note will be reduced by percentage of the
actual revenue  divided by the minimum  threshold.  We believe that the minimum
 threshold  provided for in the Strategic  Secured  Note for  which  there  would be
 consideration  payable  is probable.  Accordingly,  the full principal amount of the
Strategic Secured Note is included in the purchase  consideration  paid to the seller as
of the closing date of the  acquisition.  We may  prepay  all or a portion  of the
 outstanding principal amount and accrued interest under the Strategic Secured Note.

The
Strategic Escrow Note bears interest at the Federal short term rate (4% as of  December
 31,  2007) and matures on the earlier of the final round of equity  financing  (as that
term is defined  in the  Strategic  Escrow  Note) or December 31, 2008 (the Maturity
 Date), at which time the entire principal and accrued  interest  will be due and
 payable.  The  Company  may  prepay all or a portion of the  outstanding  principal
 amount and  accrued  interest  under the Strategic  Escrow Note. In addition,  the
Company has agreed to pay interest and penalties that Strategic  incurs related to a tax
liability it incurred prior to the acquisition.  The Companys  assets are encumbered by
the tax lien;  however Strategic,  as the seller in this  transaction,  is still the
primary obligor of this liability and is still therefore primarily liable for payment of
the entire balance,   including  penalties  and  interest.   The  lien  in  the  amount
 of approximately $313,000 is expected to be settled on or before May 31, 2008.

Beginning
 December  21,  2007,  the  day  immediately   following  the effective  date of the
 transaction,  the  financial  results of Strategic  were consolidated with those of our
business. The acquisition was accounted for under the purchase method of accounting,
 whereby a preliminary  valuation of the fair values of the assets  acquired  and
 liabilities  assumed  was  performed  as of December  20, 2007.  The excess of the
purchase  price over the net tangible and separately  identifiable intangible assets
acquired amounted to $723,509 and was recorded as goodwill.  Other separately
 identifiable  intangibles consisting of customer  relationships,  non-compete
 agreements and tradenames  amounted to an estimated aggregate fair value of $1,340,400.
 The preliminary estimates will be adjusted as necessary when the final valuation is
completed.

| | 19 | 
| | -- | 

---

Business Combination
Accounting

The
Company accounted for its acquisitions of ADSnetcurve, Bell-Haun, CETCON and Strategic
using the purchase method of accounting prescribed under SFAS 141 Business
Combinations. Under the purchase method, the acquiring enterprise records any purchase
consideration issued to the sellers of the acquired business at their fair values. The
aggregate of the fair value of the purchase consideration plus any direct transaction
expenses incurred by the acquiring enterprise is allocated to the assets acquired
(including any separately identifiable intangibles) and liabilities assumed based on
their fair values at the date of acquisition. The excess of cost of the acquired entities
over the fair values of assets acquired and liabilities assumed was recorded as goodwill.
The results of operations for each of the acquired companies following the dates of each
of the business combination (which was December 20, 2007) are included in the Companys
consolidated results of operations for the quarter ended December 31, 2007. The Company
evaluated each of the aforementioned transactions to identify the acquiring entity as
required under SFAS 141 for business combinations effected through an exchange of equity
interests. Based on such evaluation the Company determined that it was the acquiring
entity in each transaction (and cumulatively for all transactions) as (1) the larger
portion of the relative voting rights in each of the acquired business and in the
combined business as a whole was retained by the existing Beacon stockholders, (2) there
are no significant minority interests or organized groups of interests carried over from
the acquired entities that could exercise significant influence over the operating
policies or management decisions of the combined entity, (3) the sellers in each of these
transactions have no participation on the board of directors nor are they involved in any
corporate governance functions of the combined entity and (4) a majority of the Senior
Management positions in the combined entity, including those of the Chairman and Chief
Executive Officer and the Chief Accounting Officer, were retained by officers of Beacon
both prior and subsequent to the business combination .The following table provides a
breakdown of the purchase prices of each of the acquired businesses including the fair
value of purchase consideration issued to the sellers of the acquired business and direct
transaction expenses incurred by the Company in connection with consummating these
transactions:

|                                    | ADSnetcurve | Bell-Haun 
Systems | CETCON | Strategic 
Communications | Total 
Consideration
|----------------------------------- | ----------- | ------------------ | ------ | ------------------------- | --------------------
|Cash paid                           |             | $    666,079       |        | $   155,048               |                     
|Notes payable                       |             | 300,000            |        | 119,000                   |                     
|Common stock issued                 |             | 595,000            |        | 425,000                   |                     
|Direct acquisition costs (including |            
|$444,595 of accrued but unpaid)     |             | 172,345            |        | 95,052                    |                     
|Net of cash acquired                |             | (5,876             | )      |                          |                     
|                                    |             |                    |        |                           |                     
|                                    |             | $ 1,727,548        |        | $   794,100               |                     
|                                    |             |                    |        |                           |                     

The
fair value of common stock issued to the sellers as purchase consideration was determined
to be $.85  per share based on the selling prices of equity securities
issued by the Company in the Private Placement Transaction described in Note 14. The fair
value of note obligations issued to the sellers as purchase consideration is considered
to be equal to their principal amounts because such notes feature interest rates that are
deemed to be comparable for instruments of similar credit risk. Transaction expenses,
which include legal fees and transaction advisory services directly related to the
acquisitions amount to $628,185. Such fees include legal, accounting and business broker
fees paid in cash.

The
Company also evaluated all post combination payments payable or potentially payable to
the sellers of the acquired business as either contingent consideration or compensation
under applicable employment agreements to determine their proper characterization in
accordance with EITF 97-8 Accounting for Contingent Consideration Issued in a Purchase
Business Combination.  The Company determined that potential contingent consideration
payable to certain sellers of the acquired businesses upon the attainment of certain
pre-defined financial milestones should be accounted for as additional purchase
consideration because there are no future services required on the part of such sellers
in order for them to be entitled to those payments. In addition, the Company deems these
payments to be a component of the implied value of the acquired businesses for which
payment would be made based on financial performance.  Conversely, any payments to be
made to certain sellers of the acquired businesses under their respective employment
agreements are deemed to be compensation for post combination services

| | 20 | 
| | -- | 

---

because such payments, which
management believes are comparable to amounts for similar employment services, require
the continuation of post-combination employment services.

Preliminary Purchase
Price Allocation

Under
the purchase method of accounting, the total preliminary purchase price was allocated to
each of the acquired entities, net tangible and identifiable intangible assets based on
their estimated fair values as of December 20, 2007. The preliminary allocation of the
purchase price for these three acquisitions is set forth below. The excess of the
purchase price over the net tangible and identifiable intangible assets was recorded as
goodwill.

|                                                  | ADSnetcurve |  | Bell-Haun 
Systems |           | CETCON |   | Strategic 
Communications |   | Total 
Consideration |          
|------------------------------------------------- | ----------- |  | ------------------ | --------- | ------ | - | ------------------------- | - | -------------------- | ---------
|Accounts receivable                               |             |  | $                  | 151,208   |        | $ | 20,000                    |   | $                    | 466,458  
|Inventory                                         |             |  |                    |          |        |   | 168,065                   |   |                      |         
|Prepaid expenses and other current assets         |             |  |                    | 13,430    |        |   | 34,522                    |   |                      | 5,516    
|Property and equipment                            |             |  |                    | 47,500    |        |   | 19,243                    |   |                      | 20,000   
|Goodwill                                          |             |  |                    | 614,384   |        |   | 519,860                   |   |                      | 944,220  
|Customer relationships                            |             |  |                    | 812,027   |        |   | 773,760                   |   |                      | 927,887  
|Covenants not to compete                          |             |  |                    | 100,000   |        |   | 100,000                   |   |                      | 200,000  
|Tradenames                                        |             |  |                    | 50,000    |        |   |                          |   |                      |         
|Security deposits                                 |             |  |                    | 21,541    |        |   |                          |   |                      |         
|Line of credit obligation                         |             |  |                    |          |        |   | (250,000                  | ) |                      |         
|Accounts payable and accrued liabilities          |             |  |                    | (50,091   | )      |   | (325,686                  | ) |                      | (5,491   
|Customer deposits                                 |             |  |                    | (32,451   | )      |   | (56,412                   | ) |                      | (205,532 
|Capital lease obligations                         |             |  |                    |          |        |   |                          |   |                      |         
|Long-term debt                                    |             |  |                    |          |        |   | (159,252                  | ) |                      | (194,947 
|Other acquisition liability                       |             |  |                    |          |        |   | (50,000                   | ) |                      |         
|                                                  |             |  |                    |           |        |   |                           |   |                      |          
|                                                  |             |  | $                  | 1,727,548 |        | $ | 794,100                   |   | $                    | 2,158,111
|                                                  |             |  |                    |           |        |   |                           |   |                      |          
|Net tangible asset acquired (liabilities assumed) |             |  | $                  | 151,137   |        | $ | (599,520                  | ) | $                    | 86,004   
|                                                  |             |  |                    |           |        |   |                           |   |                      |          

The
purchase price allocation is preliminary, based on managements estimates and has not yet
been finalized. The Company considered its intention for future use of the acquired
assets, analyses of the historical financial performance of each of the acquired
businesses and estimates of future performance of each acquired businesses products and
services in deriving the fair values of the assets acquired and liabilities assumed. The
Companys final determination of the purchase price allocation could result in changes to
the amounts reflected in its preliminary estimate and estimated useful lives of acquired
assets.

Pro-Forma Financial
Information

The
unaudited financial information in the table below summarizes the combined results of
operations of the Company and ADSnetcurve, Bell-Haun, CETCON and Strategic, on a
pro-forma basis, as if the companies had been combined as of the beginning of each of the
periods presented.

The
unaudited pro-forma financial information for the three months ended December 31, 2007
combines the historical results of Beacon for the three months ended December 31, 2007
and the historical results of ADSnetcurve, Bell-Haun, CETCON and Strategic for the same
period. The unaudited pro-forma financial results for the three months ended December 31,
2006 combines the historical results of ADSnetcurve, Bell-Haun, CETCON and Strategic.
 The pro-forma weighted average number of shares outstanding also assumes that the Share
Exchange Transaction described in Note 1 was completed as of the beginning of each of the
periods presented.

| | 21 | 
| | -- | 

---

|                                                   |                                         | 
|-------------------------------------------------- | --------------------------------------- | 
|                                                   | Three Months 
Ended 
December 31, 
2006 | 
|                                                   |                                         | 
|Net sales                                          |                                         | 
|Income from operations                             |                                         | 
|Net income (loss) available to common stockholders |                                         | 
|Per share, basic and diluted:                      |                                         | 
|Net income (loss) available to common stockholders |                                         | 
|Pro-forma weighted average shares outstanding      |                                         | 

The
unaudited pro-forma financial information is presented for informational purposes only
and is not   indicative of the results of operations that would have been achieved if the
acquisitions of these businesses had taken place at the beginning of each of the periods
presented.

NOTE 5  ACCOUNTS
RECEIVABLE

Accounts
receivable amounted to $646,987 as of December 31, 2007.  A significant portion of the
accounts receivable includes customer account balances acquired in the business
combinations completed on December 20, 2007.  These account balances are stated at their
net realizable values using the purchase method of accounting (Note 4).

NOTE 6  INVENTORY,
NET

Inventory
consists of the following as of December 31, 2007:

|                                                    | 
|--------------------------------------------------- | 
|Inventory (principally parts and system components) | 
|Less: current portion                               | 
|                                                    | 
|Inventory, non-current                              | 
|                                                    | 

A
substantial majority of the inventory includes parts and system components for phone
systems that the Company uses to fulfill repair, maintenance services and/or upgrade
requirements.  A portion of these items, which are stated at their net realizable value,
are likely to be used after the next twelve months and are therefore presented as
non-current inventory in the accompanying balance sheet.  A significant portion of the
inventory on hand at December 31, 2007 was acquired in the business combinations
completed on December 20, 2007, which are stated at net realizable value using the
purchase method of accounting.

NOTE 7  PROPERTY
AND EQUIPMENT, NET

Property
and equipment consist of the following as of December 31, 2007:

|                               | 
|------------------------------ | 
|Computer equipment             | 
|Vehicles                       | 
|Furniture and fixtures         | 
|Software                       | 
|                               | 
|                               | 
|Less: accumulated depreciation | 
|                               | 
|                               | 
|                               | 

| | 22 | 
| | -- | 

---

Property
and equipment includes $24,950 of vehicles financed under capital lease obligations that
the Company assumed in its acquisitions of Strategic Communications. Depreciation and
amortization amounted to $870 for the three months ended December 31, 2007.

NOTE 8  INTANGIBLE
ASSETS, NET

The
following table is a summary the intangible  assets acquired in business  combinations as
described in Note 4:

|                               |             |  |                   |         |                   
|------------------------------ | ----------- |  | ----------------- | ------- | ------------------
|                               |             |  | ADSnetcurve       |         | Bell-Haun 
Systems
|Goodwill                       |             |  | $                 | 614,384 |                   
|                               |             |  |                   |         |                   
|                               |             |  |                   |         |                   
|                               | ADSnetcurve |  | Bell-Haun
Systems |         | CETCON            
|                               |             |  |                   |         |                   
|Customer relationships         |             |  |                   | 812,027 |                   
|Contracts not to compete       |             |  |                   | 100,000 |                   
|Tradenames                     |             |  |                   | 50,000  |                   
|                               |             |  |                   |         |                   
|                               |             |  |                   | 962,027 |                   
|Less: Accumulated amortization |             |  |                   | (4,642  | )                 
|                               |             |  |                   |         |                   
|Intangibles, net               |             |  |                   | 957,385 |                   
|                               |             |  |                   |         |                   

The
above noted intangible assets are being amortized on a straight-line basis.  Customer
relationships are being amortized over a 10 year useful life, contracts not to compete
are being amortized over a 2 year useful life and tradenames are being amortized over a 5
year useful life, based on the estimated economic benefit.

The
following is a summary of amortization expense for the next five years and thereafter:

|           | 
|---------- | 
|2008       | 
|2009       | 
|2010       | 
|2011       | 
|2012       | 
|Thereafter | 
|           | 
|           | 
|           | 

The
values of the goodwill and intangible assets and the estimated useful lives are
preliminary based on estimates made by management using the purchase
method of accounting described in Note 4.  These amounts are subject to change upon the
final determination of the purchase price allocations described in Note 4.

NOTE 9  ACCRUED
EXPENSES

Accrued
expenses consist of the following at December 31, 2007:

| |                     
| | --------------------
| | Accrued compensation
| | Accrued other       
| |                     
| |                     
| |                     

| | 23 | 
| | -- | 

---

NOTE 10  NOTES
PAYABLE AND LONG TERM DEBT

Bridge Financing
Transactions

On
July 16, 2007, the Company entered into a $500,000  Bridge  Financing  Facility  provided
by two of its founding  stockholders  who are also directors of the Company.  The terms
of the facility  provide for the founding stockholders/directors  to make up to $500,000
of  advances  to the  Company on a  discretionary  basis at any time prior to the
 closing of an equity  offering  in which  gross  proceeds  are at least  $4,000,000
 (the  Qualified Offering).  As of December 31, 2007,  the entire  facility was drawn
down of which  $278,000 of the proceeds  were received  prior to September 30, 2007and
the remaining  $222,000 of proceeds were received  during the three months ended December
31, 2007.

Advances
 under this  facility  bear interest at the Prime Rate (7.25% as of December 31, 2007)
per annum and were to  originally  mature (i) in the event a Qualified  Offering  did not
occur on or prior to  December  31, 2007,  on December  31,  2007;  or (ii) in the event
a Qualified  Offering  occurred  prior to December  31,  2007, twenty-four (24) months
after the date of the closing of the Qualified Offering.  In December 2007, the Company
was informed  that only a portion  of the  Private  Placement  described  in Note 14
(which  would have  satisfied  the requirement  to  complete  a  Qualified  Offering)
 would  be  completed  by  December  31,  2007.  Based  on  this development,  the note
 holders  agreed,  on December  28,  2007,  not to demand  repayment of the notes before
the completion of the Private  Placement or December 31, 2008,  whichever  came first.
 The effect of the change in the maturity date of the notes was insignificant to the
Companys financial results.

As
of December  31, 2007,  the notes are  contingently  convertible  into our common stock
at a conversion price  equal to $.60 per  share,  or into the  number  and type of such
 equity  securities  into  which the shares otherwise  issuable  upon such  conversion
 are  converted  or exchanged  under the terms of a merger,  exchange or reorganization
 consummated  by the Company prior to or at the time of a Qualified  Offering.  Unpaid
 principal is payable in cash or stock at the option of the holder if the  conversion
 options is effected and all unpaid accrued interest is payable in cash only.

We
evaluated the conversion  option  stipulated in the Bridge Financing  Facility to
determine  whether it requires  immediate  accounting  recognition  and  whether  under
 SFAS  133,  such  conversion  feature  should be bifurcated  from its host  instrument
 and  accounted for as a free  standing  derivative  in accordance  with EITF 00-19.  In
 performing  this  analysis,  we determined  that the  conversion  option,  which is
fixed and therefore conventional under EITF 05-2, provides the founding
 stockholders/directors  with the right to convert any advances outstanding  under the
Bridge  Financing  Facility  into  shares of our common  stock at anytime  upon or after
the completion of a Qualified  Offering.  We deem the completion of the Private
 Placement,  which meets the definition of a Qualified  Offering  under this  agreement,
 to be an event that is not within our control.  Accordingly,  the conversion  option
 was  deemed  to be a  contingent  conversion  option  that  does  not  require  any
 accounting recognition until the completion of the Private Placement which occurred on
February 12, 2008.

In
connection with the issuance of the Bridge  Financing  Facility,  we issued warrants to
purchase shares of our common  stock (the  Warrants).  The  Warrants  allow the holders
to  purchase up to 865,000  shares of our common stock at an exercise price of $1.00 per
share, of which 625,000 are immediately  exercisable.  The remaining 240,000 Warrants
(the Contingent  Bridge Facility  Warrants) would become  exercisable at a rate of
10,000 shares per month from the date of a Qualified  Offering (if  completed)  until the
maturity  date of the Bridge  Financing Facility.  Upon full  conversion  of the advances
 into shares of Beacon  common  stock or upon the final  maturity date,  all  remaining
 unvested  Warrants  will  automatically  vest  and  become  exercisable.   If  the
 founding stockholders/directors  require  prepayment of the advances after the
completion of a Qualified  Offering but prior to

| | 24 | 
| | -- | 

---

the final maturity date, all
remaining  unvested  Warrants will be forfeited and canceled.  The Warrants  expire on
June 30, 2012.

The
fair value of the  625,000  exercisable  Warrants,  which  amounted  to $0, was
 calculated  using the Black-Scholes  option  pricing  model.  Assumptions  relating to
the  estimated  fair value of the  Warrants are as follows:  fair value of common stock
of $.002 on the commitment date of July 16, 2007;  risk-free  interest rate of 4.95%;
expected dividend yield of zero percent; expected life of five years; and current
volatility of 66.34%.

As
of  December  31,  2007,  we recorded  $7,090 of  interest  expense  under this
 arrangement,  which is included in accrued expenses and other current liabilities in the
accompanying balance sheet.

The
final  closing of the  Private  Placement  was  completed  on  February  12,  2008.
 Accordingly,  the founding  stockholders/directors  have the  right to  demand
 repayment  of these  notes in cash at any time  after February  12,  2008.  From the
date of the final  closing of the  Private  Placement  on  February  12,  2008,  the
founding  stockholders/directors  may also (at their option) convert the  outstanding
 principal into shares of our common stock and receive cash payment of accrued and unpaid
 interest.  The  conversion  option was not  considered beneficial  because  the fair
value of the  common  stock that would be  issuable  upon the  exercise  price of the
conversion  option is $0.85 per share and the commitment  date fair value of the stock
was nominal.  In addition to the above,  vesting  commenced on the Contingent  Bridge
 Facility  Warrants,  which were recognized for accounting purposes on February 12, 2008.

On
November 15, 2007,  we issued  $200,000 of  convertible  notes  payable (the Bridge
 Notes) in a separate debt financing.  Of this amount,  $100,000 of the Bridge Notes was
issued to one of the directors of Beacon.  These Bridge Notes were issued under terms
 substantially  identical to the terms  stipulated  under the Bridge Financing Facility
 described  above.  The holders of the Bridge  Notes also  agreed,  on December  28,
 2007,  not to demand repayment  of these notes  before the  completion  of the Private
 Placement  described  in Note 14 or December 31, 2008,  whichever  came first.  The
effect of the change in the maturity dates of these notes was  insignificant  to the
Companys  financial  results.  Accordingly,  these notes are due on demand anytime after
the completion of the Private Placement described in Note 14, which occurred on February
12, 2008.

We
evaluated  the  conversion  option  stipulated  in the Bridge  Notes (which has terms
 identical to the conversion  option featured in the Bridge  Financing  Facility
 described  above) to determine  whether it requires immediate  accounting  recognition
 and whether under SFAS 133, such  conversion  feature should be bifurcated from its host
 instrument and accounted for as a free standing  derivative in accordance  with EITF
00-19. In performing this analysis,  we determined  that the conversion  option,  which
is fixed and therefore  conventional  under EITF 05-2,  provides the founding
 stockholders/directors  with the right to convert any advances  outstanding under the
Bridge Notes into shares of our common stock at anytime upon or after the  completion of
a Qualified  Offering.  As described  above,  we deem the  completion  of the Private
 Placement,  which meets the  definition  of a Qualified Offering  to be an event that is
not within our  control.  Accordingly,  the  conversion  option was deemed to be a
contingent  conversion option that does not require any accounting  recognition until the
completion of the Private Placement, which occurred on February 12, 2008, however their value is nominal.

In
 connection  with the  issuance  of the Bridge  Notes,  we also issued  warrants to
purchase  shares of our common stock (the Note  Warrants).  The Note Warrants  allow
the holders to purchase up to 346,000  shares of our common stock at an exercise price of
$1.00 per share, of which 250,000 are immediately  exercisable.  The remaining 96,000
Note Warrants (the  contingent  Bridge Note Warrants)  would become  exercisable at a
rate of 8,000 shares per month from the date of a Qualified  Offering (if completed)
 until the maturity date of the Bridge Notes.  Upon full  conversion of the principal
 into shares of our common stock or upon the final  maturity  date, all remaining
unvested Note Warrants will  automatically vest and become  exercisable.  If the note
holders require prepayment of the principal  after the  completion of a Qualified
 Offering but prior to the final  maturity  date, all remaining unvested Note Warrants
will be forfeited and canceled. The Warrants expire on June 30, 2012.

The
fair value of the 250,000 exercisable Warrants,  which amounted to $112,500,  was
calculated using the Black-Scholes  option  pricing  model.  Assumptions  relating to the
 estimated  fair value of the  Warrants are as follows:

| | 25 | 
| | -- | 

---

fair value of common stock of $.85
on the commitment date of November 15, 2007;  risk-free  interest rate of 3.71%;
 expected dividend yield of zero percent;  expected life of 1,689 days through June 30,
2012; and current volatility of 66.34%.  Accordingly,  we  discounted  the face value of
the Bridge Notes to $128,000 and recorded an attributable  equity  value of $72,000 to
paid-in  capital for the Note  Warrants  based on the net proceeds of the Bridge Notes
versus the relative  fair value of the Note  Warrants  and Bridge Notes  combined in
 accordance  with Accounting  Principle  Board Opinion No. 14 Accounting  for
 Convertible  Debt and Debt Issued with Stock Purchase Warrants.  (APB 14) The  difference
 between the face value of the Bridge  Notes and the fair value will be  accreted  over
the estimated life of the Bridge Notes of 2.27 years.

As
of  December  31,  2007,  we recorded  $1,889 of  interest  expense  under this
 arrangement,  which is included  in accrued  expenses  and other  current  liabilities
 in the  accompanying  balance  sheet and $6,839 of interest expense related to accretion
to face value.

The
final closing of the Private  Placement was completed on February 12, 2008.  Accordingly,
 the holders of the Bridge Notes have the right to demand  repayment of these notes in
cash at any time after  February 12, 2008 or convert,  at their option,  the  outstanding
 principal into shares of our common stock and receive cash payment of accrued and unpaid
 interest.  In addition,  vesting  commenced on the Contingent  Bridge Note  Warrants,
 which were recognized for accounting purposes on February 12, 2008. The fair value of the Contingent Bridge Note Warrants, which amounted to approximately $43,000, was recognized for accounting purposes on February 12, 2008.

Line of Credit
Obligation

Pursuant
 to the  acquisition  of  Bell-Haun  we assumed a bank line of credit  with a balance of
$250,000 bearing  interest  at the Prime Rate (7.25% as of December  31,  2007) plus 2.4%
and a contractual maturity date of March 31, 2008 at which time the entire  principal  amount  plus any
 accrued  but unpaid  interest  becomes  due and  payable.  This obligation  was in default as of the time of our acquisition of Bell-Haun due to a change of control covenant in the loan agreement triggered by the sale of their shares to the Company.

Long Term Debt

The
following is a summary of our long term debt:

|                                          | 
|----------------------------------------- | 
|Huntington Bank                           | 
|Integra Bank                              | 
|Acquisition notes (payable to the sellers | 
|of the acquired businesses described      | 
|in Note 4)                                | 
|ADSnetcurve                               | 
|Bell-Haun                                 | 
|CETCON                                    | 
|RFK                                       | 
|Strategic                                 | 
|                                          | 
|                                          | 
|Less: Current portion                     | 
|                                          | 
|Non-current portion                       | 
|                                          | 

Huntington Bank

Pursuant
to the  acquisition of Bell-Haun the Company  assumed a long-term note with  Huntington
Bank with a  remaining  principal  balance  of  $155,220  payable  over 33 months at an
annual  interest  rate of 7.5%.  This obligation was in default as of the time of our acquisition of Bell-Haun due to a change of control covenant that the sellers triggered upon the sale of their shares to the Company.

| | 26 | 
| | -- | 

---

Integra Bank

Pursuant
to the  acquisition  of CETCON we also  assumed a long-term  note with Integra Bank with a remaining  principal  balance  of  $194,947  payable  over 55 months  with a
final  balloon  payment in month 55 of $120,000 bearing interest at 8.2% per annum.

Acquisition Notes

Notes
 payable  with an  aggregate  value of  $1,923,500  were  issued as  purchase
 consideration  in our business  combinations  as described in Note 4. The terms of these
notes,  including  provisions  for  partial acceleration in the event we raise additional equity capital in future financing transactions and optional prepayment provisions, are more fully described in Note 4.

The
following  table  summarizes debt principal  payment  obligations by year for the
long-term debt other than the Bridge  Financing  Facility,  Bridge  Notes and short term
bank  borrowings  which are presumed to be paid within the next twelve months:

| |           
| | ----------
| | Year      
| | 2008      
| | 2009      
| | 2010      
| | 2011      
| | 2012      
| | Thereafter
| |           
| |           
| |           

Substantially all of the Companys assets are pledged as collateral under its various debt obligations.

NOTE 11  CAPITAL
LEASE OBLIGATIONS

The
Company assumed capital lease obligations related to service vehicles in its acquisitions
of Strategic Communications under which the aggregate present value of the minimum lease
payments amounted to $25,877 as of the date of these acquisitions. In accordance with
SFAS 13, Accounting for Leases (SFAS 13), the present value of the minimum lease
payments was calculated using discount rate of 5%.  Lease payments, including amounts
representing interest, amounted to approximately $1,725 for the three months ended
December 31, 2007.

Minimum
lease payments due in years subsequent to December 31, 2007 are as follows:

|                                                          | 
|--------------------------------------------------------- | 
|2008                                                      | 
|2009                                                      | 
|                                                          | 
|Total minimum lease payments                              | 
|Less: amount representing interest                        | 
|                                                          | 
|Present value of minimum lease payments                   | 
|Current portion of long-term capital lease obligations    | 
|                                                          | 
|Long-term capital lease obligations, less current portion | 
|                                                          | 

NOTE 12  RELATED
PARTY TRANSACTIONS

On
July 16, 2007, the Company entered into the $500,000 Bridge Financing  Facility  provided
by two of its founding stockholders/directors (Notes 3 and 10).

| | 27 | 
| | -- | 

---

On
November 15, 2007, the Company  entered into a separate  $100,000 bridge note with one of
its directors (Notes 3 and 10).

The
Company has up to $300,000 of additional  equity  financing  available to it from two of
its directors to draw as an additional  source of funding,  if needed.  Up to 300,000
 shares of common stock are issuable  under this arrangement (Note 3).

One
of the  Companys  founders  also  provides it with certain  consulting  services.  There
is no formal agreement  between the Company  and this  founder.  For the three  months
 ended  December  31,  2007,  the Company recorded $28,558 of compensation  expense paid
in cash to the founder for consulting  services  provided,  which is included in salaries
and benefits in the accompanying condensed consolidated statement of operations.

The
  Company   has   obtained   insurance   through   an   agency   owned   by  one   of
  its   founding stockholders/directors.  Insurance  expense paid  through the agency for
the three  months ended  December 31, 2007 was  $6,576  and is  included  in  selling,
 general  and  administrative  expense  in the  accompanying  condensed consolidated
statement of operations.

NOTE 13  COMMITMENTS
AND CONTINGENCIES

Employment Agreements

The
Company has entered  into  employment  agreements  with three of its key  executives
 with no specific expiration  dates that  provide for  aggregate  annual  compensation
 of $480,000  and up to $120,000 of  severance payments for  termination  without cause.
In addition,  the Company  entered into  employment  agreements with five key employees
of certain of the acquired businesses upon its completion of the business  combinations
 described in Note 4. Aggregate  compensation  under these  agreements  amounts to
$580,000.  Two of these  agreements  expire on December 31, 2009 and the remaining  three
have no specified  expiration  date.  These  agreements also provide for aggregate
severance payments of up to $326,000 for termination without cause.

The
agreements  contain  certain  commitments by the company to maintain  employment as well
as provisions for  severance  in the event of certain  circumstances.  The Company
 believes  that events  triggering  any of the provisions  of the  agreements,
 individually,  will not  materially  affect its  financial  position or results of
operations.  However,  we can give no assurance  that events  triggering any of the
provisions of the agreements in the aggregate would not have a material affect on our
financial position or results of operations.

Operating Leases

The
Company has entered into operating leases for office  facilities in Louisville,  KY,
Columbus,  OH and Cincinnati, OH.  A summary of the minimum lease payments due on these
operating leases exclusive of the Companys share of operating expenses and other costs:

|2008 | $ | 182,694
|---- | - | -------
|2009 |   | 170,223
|2010 |   | 100,000
|     |  
|     | $ | 452,917
|     |  

Strategic
Communications Tax Liability

As
 further  described  in Note 4, the  assets  of  Beacon  acquired  from  Strategic
 Communications  are encumbered  by a $313,000  Federal tax lien for  delinquent  sales
and use,  payroll and income  taxes  incurred by Strategic  prior to the  acquisition  on
December  20, 2007.  The Company has agreed to pay interest and  penalties accruing on
this  obligation,  which amount to  approximately  $29,000 as of December 31, 2007.
 Strategic,  as the seller in this  transaction,  is still the primary obligor of these tax liabilities and is therefore  primarily liable for payment of the entire  balance,
 including  penalties  and interest.  The company  expects the liability to be paid and
the lien to be

| | 28 | 
| | -- | 

---

released  on or before May 31,
 2007.  The  Company has placed a note  payable to the sellers of Strategic  and shares
of common stock issued as purchase  consideration  in an escrow  account as security for
this obligation.

NOTE 14  STOCKHOLDERS
EQUITY

Authorized Capital

The Company is currently  authorized
to issue up to 70,000,000  shares of common stock and 4,500 shares of Series A Preferred
Stock.

Each share of Series A preferred  has voting rights equal to an equivalent number of common shares into which it is convertible. The holders of the Series A are entitled to receive cumulative dividends in preference to any dividend on the common stock at the rate of 10% per annum on the initial investment amount commencing December 21, 2007. Dividends accrued but unpaid with respect to this feature amounted to $7,335 for the year ended December 31, 2007 and are presented as an increase in net loss available to the common stockholders for the year ended December 31, 2007. The Company has the option of paying the dividend in either common stock or cash.

The Series A Preferred Stock designation contains certain restrictive covenants including restrictions against: the declaration of dividend distributions to common stockholders; certain mergers, consolidations and business combinations; the issuance of preferred shares with rights or provisions senior to the Series A Preferred Stock; and restrictions against incurring or assuming unsecured liabilities or indebtedness unless certain minumum performance objectives are satisfied.

The Series A Preferred Stock also contains a right of redemption in the event of liquidation or a change in control. The redemption feature provides for payment of 125% of the face value and 125% of any accrued unpaid dividends in the event of bankruptcy, change of control, or any actions to take the Company private. The amount of the redemption preference was $3,051,544 measured on December 31, 2007.

Private Placement of
Convertible Preferred Stock

During
 the  three  months  ended  December 31,  2007,  we  issued  in a  Private  Placement
 transaction, 2,433.9 shares of our Series A  convertible  preferred stock and 1,622,600
five year common stock purchase warrants exercisable  at $1.00 per share for net proceeds
of $1,952,493  (gross  proceeds of $2,433,900  less offering costs of  $481,407).  The
 Series A  is  convertible  into  common  stock at any time,  at the  option of the
holder at a conversion  price of $.75 per share.  The  conversion  price is  subject  to
 adjustment  for stock  splits,  stock dividends,  recapitalizations,  dilutive issuances
and other anti-dilution  provisions,  including circumstances in which we, at our
 discretion,  issue equity  securities or convertible  instruments  that feature prices
lower than the conversion price specified in the Series A  preferred shares.  The Series
A is also  automatically  convertible into shares of our common stock,  at the then
 applicable  conversion  price upon the closing of a firm  commitment underwritten
 public  offering  of  shares  of our  common  stock  yielding  aggregate  proceeds  of
not less  than $20 million or under certain other  circumstances  when the trading volume
and average  trading prices of the stock attain certain specified levels.

As
described  in Note 1,  we evaluated  the  conversion  options  embedded in the Series A
 securities  to determine  (in  accordance  with  SFAS 133  and  EITF 00-19)  whether
 they  should be  bifurcated  from their host instruments  and accounted for as separate
 derivative  financial  instruments.  We determined,  in accordance with SFAS 133,  that
the risks and  rewards of the common  shares  underlying  the  conversion  feature  are
clearly and closely related to those of the host instrument.  Accordingly the conversion
 features,  which are not deemed to be beneficial  at the  commitment  dates  of  these
 financing  transactions,  are  being  accounted  for as  embedded conversion  options
 in  accordance  with  EITF 98-5  and  EITF 00-27.  Based on an  evaluation  of the
 beneficial conversion  feature,  the Company  recorded a deemed  dividend of $903,878.
 The warrants  issued with the Series A Preferred  Stock  amounted to 1,622,600
 exercisable  Investor  Warrants,  with a fair value of $746,396.  The fair value was
calculated  using the  Black-Scholes  option pricing  model.  Assumptions  relating to
the estimated fair value of the  Investor  Warrants  are as  follows:  fair value of
common  stock of $.85 on the  commitment  date of December 20, 2007;  risk-free  interest
rate of 3.45%;  expected  dividend yield of zero percent;  expected life of five years
through  December 20, 2012; and current  volatility of 66.34%.  Accordingly,  a $903,878
deemed dividend related to the beneficial  conversion factor was recorded based on the
difference between the effective  conversion price of the conversion option,  which was
approximately  $0.57 per share and the fair value of the common stock at the commitment
date of the transaction, which was approximately $0.85 per share.

The
Company has reserved 3,245,200 shares of its common stock for issuance upon the
conversion of its Series A convertible preferred stock and 1,622,600 shares of its common
stock for issuance upon exercise of the Investor Warrants.

| | 29 | 
| | -- | 

---

As
described in Note 1, the Company applies the classification and measurement principles
enumerated in EITF Topic D-98 with respect to accounting for its issuances of the Series
A preferred stock. The Company is required, under Nevada law, to obtain the approval of
its board of directors in order to effectuate a merger, consolidation or similar event
resulting in a more than 50% change in control or a sale of all or substantially all of
our assets. The board of directors is then required to submit proposals to enter into
these types of transactions to its stockholders for their approval by majority vote. The
preferred stockholders do not (i) have control of, or currently, any representation on
its Board of Directors and (ii) currently do not have sufficient voting rights to control
a redemption of these shares by either of these events. In addition the effectuation of
any transaction or series of transactions resulting in a more than 50% change in control
can be made only by us at our own election. Based on these provisions, we classified the
Series A preferred shares as permanent equity in the accompanying condensed consolidated
balance sheet because the liquidation events are deemed to be within the Companys
control in accordance with the provisions of EITF Topic D-98.

We
evaluate the Series A  convertible  preferred  stock at each  reporting  date for
 appropriate  balance sheet classification.

Registration Rights

Pursuant
to the terms of the  registration  rights  agreement  entered into in connection with the
Private Placement,  the Company  agreed to file with the SEC as soon as is practicable
 after  completion of the offering a registration  statement (the Registration  Statement)
and use its best efforts to have the Registration Statement declared  effective  not
later than June 30,  2008.  The  Registration  Statement  registering  for resale  (i)
the shares of the  Companys  common  stock  underlying  the units sold in the  Private
 Placement  (the  Units)  and (ii) the  shares of the Companys  common stock  issuable
 upon the exercise of the warrants  issued in the Private Placement and issued to the
placement  agent.  The Company agreed to use its  commercially  reasonable best efforts
to have such resale  Registration  Statement declared effective by the SEC as soon as
possible and, in any event, not later than June 30, 2008.

If
the  Registration  Statement is not declared  effective by the SEC by June 30, 2008 then
the Company is obligated  to issue to each  purchaser  of units in the Private  Placement
 to pay a 1% of the  aggregate  purchase price of the units,  for each 30 day  period
 the  Company  is late in filing  the  Registration  Statement  or the Registration
Statement is late in being declared effective.

The Company applies FASB Staff Position EITF 00-19-2 Accounting for Registration Payment Arrangements, with respect to determining whether to record a liability for contingent consideration potentially transferable to security holders covered under registration rights agreements. The Company believes it will be able to fulfull its registration obligations and has therefore not accrued any penalties under this arrangement.

| | 30 | 
| | -- | 

---

Completion of Share
Exchange Transaction

On
December 20, 2007,  pursuant to the a Share Exchange  transaction  between Suncrest and
Beacon,  Beacon exchanged  9,194,900  shares of Beacon  common  stock and 2,433.9  shares
of Beacon  Series A  preferred  stock for 9,194,900  shares  of  Suncrest  common  stock
and  2,433.9  shares  of  Suncrest  Series A  preferred  stock.  The shareholders of
Suncrest,  prior to the  recapitalization,  held 3,003,847 shares of which they returned
 1,730,726 for  cancellation and retained  1,273,121  shares of the  recapitalized
 company.  Immediately  following the Share Exchange  transaction,  there were 10,468,121
shares of common stock outstanding,  including  9,194,900 shares held by Beacons
 existing  stockholders  and 1,273,121  shares held by the  stockholders  of Suncrest.
 As described in Note 1, the Share  Exchange  has been  accounted  for as a
 recapitalization  of Beacon into  Suncrest  because the existing  Beacon  stockholders
 retained a  majority  interest  in the  combined  enterprise.  The  Company  paid a
$305,000 fee to the  stockholders of Suncrest in connection with  completing the Share
Exchange  Transaction  which is  included  as a  component  of  selling,  general  and
 administrative  expense  in the  accompanying  condensed consolidated statement of
operations.

Issuances of Common
Stock in Business Combinations

The
Company issued  3,225,000  shares of common stock in connection with business
 combinations  described in Note 4.  The aggregate fair value of these shares amounted to
$2,741,250.

Restricted Stock Grant

On
December 5, 2007, the Company granted 782,250 shares of restricted common stock with an
aggregate fair value of $664,913 to the Companys president.  Immediately upon grant
150,000 shares vested with the remaining shares vesting in quantities of 210,750 shares
on each of December 20, 2008, 2009 and 2010.  The Company accounts for share-based
compensation under SFAS No. 123(R), Share-Based Payment, which requires it to expense
the fair value of grants made under the share based compensation programs over the
vesting period of each individual agreement. Awards granted are valued and non-cash
share-based compensation expense is recognized in the consolidated statements of
operations in accordance with SFAS No. 123(R).  The Company recognizes non-cash
share-based compensation expense ratably over the requisite service period which
generally equals the vesting period of awards, adjusted for expected forfeitures.  The
Company recognized $132,372 of non-cash share-based compensation expense during the three
months ended December 31, 2007 in connection with such grants.  Unamortized compensation
under this arrangement amounted to $534,345 as of December 31, 2007 and will be amortized
over the remaining vesting period of 3 years.  The shares vest immediately upon the Companys termination without cause or the Executives resignation for good reason. In the event of termination for cause, or resignation without good reason, the Company has the right to repurchase any unvested shares for nominal consideration.

NOTE 15  INCOME
TAXES

As
described in Note 1, the Company adopted FIN 48 effective June 6, 2007. FIN 48 requires
companies to recognize in their financial statements, the impact of a tax position, if
that position is more likely than not of being sustained on audit, based on the technical
merits of the position.  FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, and disclosure.

The
Company and its subsidiaries intend to conform their tax periods to the September 30
reporting period established by Beacon and subsequently file consolidated federal and
state income tax returns. The consolidated group for this purpose includes (i) Beacon,
the former development stage enterprise organized to execute the business combinations
and Share Exchange transactions as described in Notes 4 and 14, respectively, (ii) BH
Acquisition Corp., the legal entity formed by Beacon to acquire the stock of Bell-Haun
Systems, Inc., and (iii) Beacon Nevada (formerly Suncrest) which merged with Beacon in
the Share Exchange transaction completed on December 20, 2007.

| | 31 | 
| | -- | 

---



Beacons
initial tax reporting period is June 6, 2007 (inception) through September 30, 2007 but
has not yet filed any Federal or State income tax returns.  Beacon estimates that its
deferred tax assets as of September 30, 2007 amount to approximately $52,000 and
principally consist of a net operating loss and start up costs. Beacon, as a result of
having evaluated all available evidence as required under SFAS 109, fully reserved for
its net deferred tax assets since it is more likely than not that the future tax benefits
of these deferred tax assets will not be realized in future periods.

Suncrest,
prior to the Share Exchange transaction, had nominal operations and a net operating loss
of approximately $499,000 expiring at various times through 2016 and has filed Federal
and State income tax returns for the years ended June 30, 2004, 2005 and 2006 that have
not been examined by the applicable Federal and State tax authorities.

Bell-Haun
Systems, Inc., previous to its acquisition by the Company had net operating losses of
approximately $969,000 expiring at various times through 2027.   Bell-Haun Systems Inc.
filed Federal and State income tax returns for the years ended December 31, 2004, 2005
and 2006 that have not been examined by the applicable Federal and State tax authorities

The
Company preformed a preliminary assessment of possible uncertain tax positions under FIN
48.  Based on this preliminary assessment management does not believe that the Company
has any material uncertain tax positions requiring recognition or measurement in
accordance with the provisions of FIN 48. Accordingly, the adoption of FIN 48 did not
have a material effect on the Company financial statements. The Companys policy, is to
classify penalties and interest associated with uncertain tax positions, if required as a
component of its income tax provision.  The Company also intends to perform a nexus study
but has, on a preliminary basis, determined it must file State income tax returns in
Indiana, Kentucky, Nevada and Ohio.

The
Company is in the process of evaluating and quantifying the extent of any deferred tax
assets of Suncrest and Bell-Haun that may have existed as for the dates of the Share
Exchange Transaction and acquisition of Bell-Haun, respectively.  However, the Company
believe that limitations were triggered with respect to these tax assets at the time of
the Share Exchange Transaction and acquisition of Bell-Haun Systems, Inc. due to the change
in ownership provisions under Section 382 of the Internal Revenue Code.  Accordingly,
the Company has not recognized any income tax benefits for these or any other possible
deferred tax assets.  The utilization of these and any net operating losses that the
Company may have generated may be subject to substantial limitations in future periods
due to the change in ownership provisions under Section 382 of the Internal Revenue
Code and similar state provisions.

NOTE 16  SUBSEQUENT
EVENTS

Completion of Private
Placement

On
January 15 and February 12, 2008 the Company received aggregate gross proceeds of
$1,566,100 upon the closing of the second and final rounds of escrow pursuant to the
$4,000,000 Private Placement described in Note 14.   Direct costs related to the
placement of $713,500 were paid out of the proceeds of the second and final closings of
escrow.  Pursuant to the completion of the Private Placement, Beacon issued 1,566.1
shares of Convertible Series A Preferred Stock, 2,088,133 Investor Warrants to purchase
shares of the Companys common stock at an exercise price of $1.00 per share, 407,186
warrants to purchase shares of the Companys common stock at $1.00 per share to the
Placement Agent, and 600,000 warrants to purchase shares of the Companys common stock at
$1.00 per share to affiliates of the Placement Agent.

The
features of the securities issued in this transaction are identical to those described in
Note 14. Based on an evaluation of the beneficial conversion feature, the Company expects
to record a deemed dividend

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as of each of the closing dates based upon the relative fair values of the securities issued in this transaction in accordance with APB 14 and a determination of the effective conversion price of the preferred shares in accordance with EITF 00-17.

As
described in Note 10, the $500,000 principal balance due under the Bridge Financing
Facility and $200,000 principal due under the Bridge Notes each became exercisable into
833,333 and 333,333 shares of common stock, respectively or payable in cash at the option
of the holders.  The conversion option embedded in the $500,000 Bridge Financing Facility
was deemed to have a nominal value.  The intrinsic value of the conversion option
embedded in the $200,000 Bridge Notes amounts to approximately $156,000.  In addition, an
aggregate of 336,000 common stock purchase warrants became exercisable at the option of
the holders in these transactions.

Beacon Solutions 401(k) Plan

During the three months ended December 31, 2007, Beacon established a retirement benefits plan, referred to as the Beacon Solutions 401(k) Plan, intended to meet the requirements of section 401(k) of the Internal Revenue Code of 1986. Under the Beacon Solutions 401(k) Plan, employees may contribute up to the maximum allowable under federal law, and the Company will match up to 100% of the first 1% contributed by the employee and up to 50% of the next 5% contributed by the employee, in cash subject to a vesting schedule based on years of service. All employees are eligible to enroll on date of hire. Employees are automatically enrolled at 3% employer contribution but can change their election at any time.

Authorization of Series A-1 Preferred Stock

On February 14, 2008, the Board of Directors recommended to the shareholders an amendment of the Articles of Incorporation to authorize 5,000,000 shares of Preferred Stock and designate and authorize 1,000 shares of Series A-1 Preferred Stock. On the same day, the shareholders approved the amendment to the Articles of Incorporation.

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In this quarterly report references
to Beacon, we, us, and our refer to Beacon Enterprise Solutions Group, Inc.

SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange
Commission (SEC) encourages companies to disclose forward-looking information so that
investors can better understand future prospects and make informed investment decisions.
 This report contains these types of statements.  Words such as may, will, expect, believe, anticipate, estimate,project, or
continue or comparable terminology used in connection with any discussion of future
operating results or financial performance identify forward-looking statements.  You are
cautioned not to place undue reliance on the forward-looking statements, which speak only
as of the date of this report.  All forward-looking statements reflect our present
expectation of future events and are subject to a number of important factors and
uncertainties that could cause actual results to differ materially from those described
in the forward-looking statements.

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

Overview

Beacon
is a unified, single source information technology and telecommunications enterprise that
provides professional services and sales of information technology and telecommunications
products to mid-market commercial businesses, state and local government agencies, and
educational institutions.

We
were formed for the purpose of acquiring and consolidating regional telecom businesses
and service platforms into an integrated, national provider of high quality voice, data
and VOIP communications to small and medium-sized business enterprises (the SME
Market). Our business strategy is to acquire companies that will allow us to serve the
SME Market on an integrated, turn-key basis from system design, procurement and
installation through all aspects of providing network service and designing and hosting
network applications.

Beacon
was a development stage enterprise with no operating history until completing our
acquisition of Suncrest Global Energy Corp. (Suncrest) in a share exchange in which the
shareholders of Beacon become the majority owners of Suncrest (Share Exchange Transaction)
completed on December 20, 2007.  Concurrent with the Share Exchange Transaction, we also
completed the acquisition of four complementary information technology and
telecommunications businesses (the Phase I Acquisitions) described below.

Phase I Acquisitions

Beacon
entered into acquisition agreements with Advanced Data Systems, Inc. (ADSnetcurve),
Bell-Haun Systems, Inc., CETCON, Inc., and Strategic Communications, Inc. on October 15,
2007 and consummated the Phase I Acquisitions on December 20, 2007.  Beacon paid an
aggregate purchase price for the Phase I Acquisitions of $1,650,500 in cash, $1,923,500
in notes, and 3,225,000 Beacon Common Shares.  Beacon used the proceeds of the a Private
Placement offering to finance the Phase I Acquisitions.   As part of their historical
businesses, CETCON, Inc. provided systems design and engineering, ADSnetcurve provided
software development and support and Bell-Haun Systems, Inc. and Strategic
Communications, Inc. provided technology and equipment procurement, as well as
installation, maintenance and support services.

Results of Operations

For the three
months ended December 31, 2007

Revenue
for the three months ended December 31, 2007 was $137,088 provided primarily by services
performed by the Phase I Acquisitions consisting primarily of engineering and design,
software development, business telephone system installations, and time and materials
services for system maintenance.  Revenue was

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recognized for the period December
21, 2007 through December 31, 2007 subsequent to the acquisition of the four target
companies on December 20, 2007.

Cost
of goods sold amounted to $34,832 and consisted of equipment and materials used in
business telephone system installations and parts used in services.

Salaries
and benefits of $438,884 consisted of salaries expended in developing and executing the
acquisition strategy of $116,469, an accrual of $31,500 for the successful execution of
the acquisitions, accrued paid time-off of $16,500, non-cash share based compensation
expense of $132,372 and $142,043 of salaries and benefits of acquired company employees
for the period December 21, 2007 through December 31, 2007.  The non-cash share based
compensation expense of $132,372 relates to the compensation earned related to a
restricted stock award granted on the day of the Phase I Acquisitions and represents the
vested portion of the restricted stock award based on the fair market value on the date
of grant.

Selling,
general and administrative expense of $486,330 consists primarily of $309,000 of expenses
incurred in connection with the recapitalization, and $85,245 of accounting and
professional fees associated with the Companys September 30, 2007 year-end audit,
$21,054 of amortization of intangible assets acquired in the business combinations and
$50,204 of administrative costs associated with the acquisitions for the period December
21, 2007 to December 31, 2007 and $20,827 of other administrative expenses.

Interest
expense of $27,995 includes interest related to our Bridge Notes in addition to the notes
payable issued in connection with our Phase I Acquisitions.  Interest expense related to
the accretion of the Bridge Notes to face value was $6,839.

Contractual
dividends on our Series A Preferred Stock of $7,335 accrued during the period.   A deemed
dividend related to the beneficial conversion feature embedded in our Series A Preferred
Stock of $903,878 was recognized during the period.

Liquidity and Capital
Resources

Net
cash used in operating activities of $484,730 consisted primarily of a net loss of
($850,953) offset by increases in our accrued expenses and other current liabilities of
approximately $164,217 and impacted by non-cash share based payments of $132,372.

Cash
used in investing activities of ($2,226,609) resulted primarily from proceeds of our
Private Placement offering used to purchase the Phase I Acquisitions.

Cash
provided by financing activities of $2,855,900 was derived from $2,433,900 raised in our
Private Placement offering of Series A preferred stock and $422,000 of proceeds from the
issuance of convertible notes payable.

We
incurred a net loss of $850,953 for the three months ended December 31, 2007.  At
December 31, 2007, the Companys accumulated deficit amounted to $1,895,546. The Company
had cash of $651,367 and a working capital deficiency of $1,539,075 at December 31, 2007.

On June 14, 2007, we signed a non-exclusive engagement agreement with Laidlaw & Company (UK) Ltd.
(Laidlaw) in which Laidlaw agreed to provide us with certain corporate finance advisory services including (i)
raising capital under the Private Placement transaction; (ii) structuring our Share Exchange Transaction; and
(iii) assisting us with identifying the public company in the Share Exchange Transaction.  These transactions
were

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completed on December 20, 2007.  We
raised $4.0 million in the private placement in three separate closings on December 20,
2007, January 15, 2008, and February 12, 2008. The Company assumed approximately $405,000 of debt obligations in which the sellers of one of the acquired businesses described in Note 4 triggered an acceleration of principal under certain change of ownership provisions that constitute an event of default under those agreements (Note 10). These obligations are classified as current liabilities in the accompanying condensed consolidated balance sheet as a result of the Companys commitment to repay or obtain letters of credit upon which the creditors can draw them pursuant to its merger agreement with Bell-Haun Systems Inc. as described in Note 4.

We
received $500,000 of gross proceeds ($278,000 prior to September 30, 2007 and $222,000
during the three months ended December 31, 2007) under a bridge financing facility
furnished by two of our founding stockholders, who are also members of the Board of
Directors.  We also raised $200,000 of additional capital through the issuance of bridge
notes in a second bridge note transaction completed on November 15, 2007.  In addition we
have up to $300,000 of additional equity financing available from two of our directors to
allow us to draw as an additional source of funding if needed.

The
Company is also in the process of raising up to an additional $635,000 of equity
financing under a proposed sale of Series A-1 Convertible Preferred stock in one of its
subsidiaries. The terms of these preferred shares are intended to be substantially
identical to the Companys Series A Convertible Preferred Stock other than the
liquidation preference which will be subordinate to the Series A Convertible Preferred.
Prospective investors in this transaction  have deposited approximately $635,000 of funds
into an escrow account. The completion of this transaction is subject to completing
certain administrative procedures including amending the subsidiarys certificate of
incorporation to create a Series A-1 convertible preferred stock designation, circulating
the final form of the private placement memorandum, executing subscription agreements and
obtaining consents to amending certain escrow procedures.

We
believe that the funds we have received in the Private Placement and bridge note
transactions, funds we have available under the $300,000 equity financing commitment, and
funds we expect to generate from operations will enable us to sustain the business
through at least January 1, 2009.  If the we are unable to raise additional capital, we
will be required to take various measures to conserve liquidity, which could include, but
not necessarily be limited to, curtailing our business development activities, suspending
the pursuit of our business plan, and controlling overhead expenses. We cannot provide
any assurance that we will raise additional capital. We have not secured any commitments
for new financing, other than the equity financing commitment discussed above, at this
time, nor can we provide any assurance that new financing will be available to us on
acceptable terms, if at all.

Off-Balance Sheet
Arrangements

We
have four operating lease commitments for real estate used for office space and
production facilities.

Contractual
 Obligations as of December 31, 2007

The
following is a summary of our contractual  obligations as of December 31, 2007:

|                                |       |           |                    | Payment Due by Period
|------------------------------- | ----- | --------- | ------------------ | ---------------------
|Contractual Obligations         | Total |           | Year 
           1 |                      
|                                |       |           |                    |                      
|Long-term debt obligations      | $     | 2,273,384 |                    | $                    
|Interest obligations (1)        |       | 530,032   |                    |                      
|Operating lease obligations (2) |       | 452,917   |                    |                      
|                                |       |           |                    |                      
|                                | $     | 3,256,333 |                    | $                    
|                                |       |           |                    |                      

|(1) |  | Interest
obligations assume Prime Rate of 7.25% at December 31, 2007.  Interest rate obligations
are                       presented through the maturity dates of each component of
long-term debt.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Operating
lease obligations represent payment obligations under non-cancelable lease agreements
                      classified as operating leases and disclosed pursuant to Statement
of                       Financial Accounting Standards No. 13 "Accounting for Leases, as
may be                       modified or supplemented.  These amounts are not recorded as
liabilities                       of the current balance sheet date.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dividends
 on Series A  Preferred  Stock are  payable  quarterly  at an annual  rate of 10% in cash
or the issuance of additional  shares of Series A Preferred  Stock, at our option.  If we
were to fund dividends  accruing during the twelve  months  ended  December 31, 2008 in
cash,  the total  obligation  would be $243,390  based on the number of shares of Series A
Preferred Stock outstanding as of December 31, 2007.

We
currently  anticipate the cash requirements for capital  expenditures,  operating lease
commitments and working  capital  will  likely  be  funded  with our  existing  fund
 sources  and  cash  provided  from  operating activities.  In

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the  aggregate,  total  capital
 expenditures  are not expected to exceed  $100,000 for the twelve months ended December
31, 2007.

Working Capital

As
of December 31, 2007, our current  liabilities  exceed  current assets by $1,539,075.
 The bridge notes recorded in current  liabilities are convertible  into common stock and
the note agreements  provide for vesting of additional  warrants  to purchase  shares of
common  should the  holders  continue  to hold the debt and  immediate vesting of the
 additional  warrants  upon  conversion.  We are in default of our line of credit
 obligation  and a note  payable that we assumed in the Phase I  Acquisitions.  We are
 currently  negotiating  with several  banks to refinance our line of credit  obligation
and two notes assumed in the Phase I  Acquisitions.  In addition,  certain vendors  have
 agreed to defer  payment  or agreed to  payment  plans or to accept  common  stock in
 exchange  for settlement  of  their  outstanding  balance.  We can give no  assurance
 that we will  succeed  in our  efforts  to refinance  the debt we assumed in the Phase I
 Acquisitions  or that our  negotiations  with our other vendors will succeed.

Client Base

Through
the Phase I Acquisitions, Beacon acquired a client base that consisted of approximately
4,000 customers, which were predominantly MBEs with 25-2,500 end users each, as well as
approximately 50 larger customers. We expect that most of our revenue will be derived
from the MBE market.

Competitors

Beacon
has numerous competitors in each one of its four service areas, many of which are
substantially better capitalized, have more employees, have a longer operating history
and are better known in the industry. However, management is not aware of any direct
competitor in the middle-market service space that can provide all of these services
without significant outsourcing or reselling, although IBM Global and others do present
these services by relying upon outside consultants. Beacon believes that its integration
of these services, particularly of its systems and software design and engineering
capabilities, provides a distinct competitive advantage.

Technology
& equipment procurement competitors include: AT&T, Qwest, Level 3, Broadwing, and
Covad. Application development/support competitors include: Trigent, Inventa
Technologies, and AAlpha. Competitors specific to the interconnect services include:
BellSouth, Vonage, and Packet8. Competittors with respect to data/systems integration
services include: Cisco, Datacomm Solutions, Dell, and Sun Microsystems.

Employees

Beacon
currently employs approximately 80 persons as a result of the Phase I Acquisitions. In
addition, Beacon has entered into an operating agreement with ADSnetcurve to employ a
team of developers in India while Beacon acquires the necessary licensure to operate a
business within India. None of Beacons employees is subject to a collective bargaining
agreement.

Facilities

Beacon
currently maintains its offices at 124 N. First Street, Louisville, KY 40202 and our
telephone number is (502) 379-4788.

On
November 1, 2007, Beacon entered into an operating lease for its office space in
Louisville, Kentucky. The lease term is for a period of four months commencing November
1, 2007 expiring February 28, 2008 for a base rent of $1,675 per month. Beacon plans to
renew this lease on substantially similar terms for the remainder of fiscal year 2008. In
addition, Beacon leases office space in Cincinnati, Ohio and Columbus, Ohio for amounts
that are not deemed to be material.

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Certain Relationships
and Related Party Transactions

Bridge
Financing

John
D. Rhodes, III and affiliated entities of Sherman Henderson and Robert Clarkson hold
Bridge Notes in the aggregate principal amount of $600,000. Dr. Rhodes, Sherman Henderson
and Robert Clarkson are all directors of Beacon, and Sherman Henderson and Robert
Clarkson are 5% shareholders of Beacon.

Consulting
Agreement

Beacon
has a consulting arrangement with Mr. Rick Hughes, who is an immediate family member of
the principal of Brook Street Enterprises, LLC, a stockholder of Beacon, for the
provision of consulting services. Previously under this arrangement, Beacon was paying
Mr. Hughes a monthly fee of $12,500.  The arrangement is currently being renegotiated.

Filing Status

Beacon
Enterprise Solutions Group, Inc. has in the past filed reports with the SEC and will
continue to do so as Beacon. You can read and copy any materials we file with the SEC at
its Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You can obtain
additional information about the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that
contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the Commission, including us.

ITEM 3.  CONTROLS AND
PROCEDURES

DISCLOSURE CONTROLS

We
maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our filings under the Exchange Act is recorded, processed,
summarized and reported within the periods specified in the rules and forms of the SEC.
 This information is accumulated and communicated to our executive officers to allow
timely decisions regarding required disclosure.  As of December 31, 2007, our Chief
Executive Officer, who acts in the capacity of principal executive officer and our Chief
Accounting Officer who acts in the capacity of principal financial officer, have
evaluated the effectiveness of our disclosure controls and procedures as of the end of
the period covered by this report.  Based upon that evaluation, the Companys Chief
Executive Officer and the Chief Financial Officer have concluded that the Companys
disclosure controls and procedures were not effective as of December 31, 2007, based on
their evaluation of these controls and procedures required by paragraph (b) of Exchange
Act Rules 13a-15 and 15d-15. See below with respect to actions taken to address these issues.

INTERNAL CONTROLS

Internal controls are procedures which are designed with the objective of
providing reasonable assurance that our transactions are properly authorized, recorded
and reported and our assets are safeguarded against unauthorized or improper use, to
permit the preparation of our financial statements in conformity with generally accepted
accounting principles, including all applicable SEC regulations.

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As of December 31, 2007, we had identified certain matters that constituted material weaknesses in our internal controls over financial reporting. Pursuant to the closing of the Phase I Acquisitions on December 20, 2007, we acquired four businesses with distinctly separate internal control structures. These internal control structures must be combined and streamlined to correct existing material weaknesses including lack of segregation of duties, inadequate internal accounting information systems and limited qualified accounting staff. Accordingly our systems and personnel are insufficient to support the complexity of our financial reporting requirements. Since December 31, 2007, we have taken certain steps to correct these material weaknesses that include hiring an additional Certified Public Accountant with  public company reporting experience to assist in day to day accounting functions, executing plans to
 implement a single unified Accounting Information Technology Solution, engaging a regional CPA firm to assist with tax compliance and planning, engaging a regional CPA firm to assist in the implementation of a single, scalable internal control structure that meets the requirements of Sarbanes-Oxley, and engaging a firm to act as advisors in accounting for complex transactions. Although we believe that these steps will result in significant improvements to our internal controls and expect to correct our material weaknesses, additional time is still required to fully document our systems, implement control procedures and test their operating effectiveness.

We believe that our internal controls risks are partially mitigated by the fact that our Chief Executive Officer and Chief Accounting Officer review and approve substantially all of our major transactions and we have hired outside experts to assist us with implementing complex accounting principles. We believe that our weakness in internal control over financial reporting and our disclosure controls relate primarily to the fact that we are an emerging business with limited personnel. Our Chief Accounting Officer was our only employee with SEC reporting experience at the time of the close of the Phase I Acquisitions.

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PART II: OTHER
INFORMATION

ITEM 1.  LEGAL
PROCEEDINGS

We
are currently not subject to any material legal proceedings.

ITEM 6.  EXHIBITS



3.1     Amended and Restated Articles of Incorporation of Suncrest Global Energy Corp.

31.1     Principal
Executive Officer Certification

31.2     Principal
Financial Officer Certification

32.1     Section
1350 Certification

32.2     Section
1350 Certification



99.1     Employment
Agreement  Thomas O. Bell

99.2     Employment
Agreement  Christopher P. OBryan

99.3     Employment
Agreement  Michael T. Haun

99.4     Employment
Agreement  Kenneth E. Kerr

99.5     Employment
Agreement  Robert R. Mohr

99.6     Employment
Agreement  Richard C. Mills

99.7     Employment
Agreement  Homer A. Wicke

99.8     Employment
Agreement  Bruce Widener

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SIGNATURES

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

|                        |  |  | Beacon Enterprise Solutions Group, Inc.
|----------------------- |  |  | ---------------------------------------
|                        |  |  |                                        
|Date:
February 19, 2008 |  |  | By:                                    

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