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


                                   FORM 10-KSB/A


(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                 FOR THE TRANSITION PERIOD FROM ______ TO______

                        Commission file number 000-49812

                               BIZCOM U.S.A., INC.
                 (Name of small business issuer in its charter)

FLORIDA                                                               65-0681772
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

5440 NW 33RD AVENUE, SUITE 106, FLORIDA                                    33309
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number (954) 714-0028

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK,
$0.0001 PAR VALUE PER SHARE

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year ended June 30, 2003 were
$1,223,270.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates as of September 11, 2003 was approximately $38,316,875, based
upon recent private placement sales of the Registrant's voting common stock. The
Registrant's common stock is not currently listed on any securities exchange or
otherwise publicly traded.

As of September 11, 2003, there were 15,326,750 shares of the Registrant's
common stock outstanding.

Documents Incorporated by Reference: None

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]


This Amendment No. 1 to Form 10-KSB is being filed to correct certain
inadvertent typographical errors in Exhibits 14.0 and 32.0, to delete Exhibit
32.1, which was filed inadvertently, and to reflect this report as so amended.


<PAGE>

TABLE OF CONTENTS


                                     PART I

Item 1.  Description of Business..............................................1

Item 2.  Description of Property.............................................13

Item 3.  Legal Proceedings...................................................14

Item 4. Submission of Matters to a Vote of Security Holders..................14

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters............15

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...........................................20

Item 7.  Financial Statements................................................26

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure............................................26

Item 8A. Controls and Procedures.............................................27

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act...................28

Item 10. Executive Compensation..............................................30

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters.....................................31

Item 12. Certain Relationships and Related Transactions......................32

Item 13. Exhibits and Reports on Form 8-K....................................32

Item 14. Principal Accountant Fees and Services .............................34

Signatures...................................................................34

Financial Statements........................................................F-1

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT
--------------------

Our company, Bizcom U.S.A., Inc. ("Company"), is a Florida corporation located
in the Fort Lauderdale, Florida area. We currently offer and sell 220 MHz
Specialized Mobile Radio ("SMR") products and emergency management software
solutions to various end users.

The Company was formed in July 1996 and commenced limited operations shortly
thereafter, which entailed managing certain 220 MHz SMR systems which it planned
to acquire. However, due to working capital constraints, the Company was unable
to acquire such systems and ultimately ceased its management responsibilities of
such systems.

Prior management continued from time to time through the end of July 2001 to
seek and discuss potential business opportunities within the 220 MHz SMR
industry. Such activities and discussions focused upon prospective funding
sources, possible acquisitions of certain 220 MHz SMR systems' assets, and
possible reciprocal roaming agreements between systems in the event the Company
were to acquire 220 MHz SMR systems' assets. Funding sources did not materialize
and as a result, no acquisitions occurred and the Company did not enter into any
roaming agreements. During such time period, prior management continued to
personally fund minimal corporate expenses to sustain the Company and its
subsidiaries as corporate entities.

Prior management resigned at the end of July 2001 and our current Chief
Executive Officer assumed management of the Company at that time. We sought and
obtained initial private equity financing in October 2001 and commenced business
development efforts shortly thereafter, resulting in the developments discussed
below.

In February 2002, we entered into an exclusive patent and related technology
license agreement with Datamarine International, Inc. ("Datamarine") in
consideration for installment payments aggregating $569,000 paid through
September 20, 2002. The term of such agreement is for approximately seven years
from February 2002, based upon the then approximate seven year life of the two
land mobile radio products that are the subject of such agreement. Prior to such
agreement, Datamarine was the sole U.S. manufacturer of 220 MHz SMR land mobile
radio products radios currently in use. Pursuant to such agreement, we have been
granted the exclusive license and right to make, or have third parties make, use
and sell in the U.S. and worldwide all 220 MHz land mobile radio products
previously manufactured by Datamarine. We currently have a purchase order
arrangement with an offshore manufacturer, also previously utilized by
Datamarine, to manufacture land mobile radio products for us, which arrangement
has proved satisfactory to date.

In April 2002, we entered into a sub-license agreement for the EM/2000 and
recently renamed GeoCommand emergency management software that we currently
offer, pursuant to a ten (10) year exclusive sub-license agreement with the
licensee of such software products, The Public Safety Group LLC ("PSG"). The
sub-license agreement automatically renews for successive one year periods
provided neither party is in breach of the agreement. In June 2003, we entered
into a direct license agreement for the GeoCommand software with Public Safety
Corp., the licensor of such software.

On February 5, 2003, we entered into a memorandum of understanding to form an
alliance with CH2M Hill, Inc. ("CH2M") to jointly deliver enhanced event and
emergency management services. We will provide the EM/2000 emergency management
software program, which complements CH2M's existing line of security products
and services, including its geospatial-based mapping solution. We are currently
working with CH2M on a variety of interoperable incident management solutions
for governmental and critical infrastructure industries. CH2M is actively
working with various state government and federal agencies to pursue grant based
funding for the applications described above.

On February 7, 2003, we entered into an asset purchase agreement to acquire
sixty-seven 220 MHz SMR licenses issued by the Federal Communications Commission
("FCC") and related communications equipment for an aggregate purchase price of
$14,600,000. This purchase price has been paid by the issuance of 5,168,000
shares of our restricted common stock, valued at $2.50 per share and the
assumption of certain obligations totaling $1,680,000.

On June 30, 2003, we entered into an asset purchase agreement to acquire
thirty-seven 220 MHz SMR licenses issued by the FCC and related communications
equipment plus other receivables with a value of $1,220,000 for an aggregate
purchase price of $6,485,000. This purchase price has been paid by the issuance
of 2,274,000 shares of our restricted common stock, valued at $2.50 per share
and the assumption of certain obligations totaling $800,000.

                                       1
<PAGE>

In August 2003, the Company introduced a substantially improved version of the
EM/2000 software that, in addition to improved functionality, provides a
web-based version that gives customers access to a database via the internet.

On September 18, 2003, we entered into a Memorandum of Understanding with Sophia
Communications, Inc. ("Sophia") to purchase substantially all of Sophia's
assets, which includes a nationwide ten-channel, two regional and eight economic
area 220 MHz SMR licenses, Sophia's radio technology and certain other assets.
The acquisition specifically excludes Sophia's operations in Latin America, and
grants Sophia the rights to use the technology in its Latin American operations.
The acquisition is subject to certain conditions, including approval by Sophia's
shareholders, approval by the FCC of the license transfers, negotiation and
execution of a definitive purchase agreement, and completion of satisfactory due
diligence. If the conditions are met, we would pay for the acquisition with five
million shares of our restricted common stock, a promissory note payable due
December 31, 2007 in the amount of $2,900,000 and bearing interest of 4% payable
semi-annually which will be secured by the common stock of a subsidiary that
will own the FCC licenses, warrants to purchase one million shares of our common
stock at an exercise price, subject to certain determinations of not more than
$6.00 per share for an exercise period of three years, $300,000 in cash at
closing on or before October 31, 2003 and an additional $400,000 on January 31,
2004. If we close the acquisition, the consideration of common stock and
warrants would be held in escrow until the FCC formally authorizes Sophia to
transfer the licenses, but we would take title to all other assets at closing.
If closed, the acquisition could result in purchased research and development
costs related to acquired technology. We would be required to evaluate the
estimated purchased research and development costs and charge such amount to
expense at the time of acquisition.


Our financial statements appearing elsewhere in this Report, as amended, have
been prepared on a going concern basis that contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. Management realizes that we must generate capital and revenue
resources to enable us to achieve profitable operations. We are planning to
obtain additional capital by achieving at least break-even cash flow from
operations and selling equity and/or debt securities. The realization of assets
and satisfaction of liabilities in the normal course of business is dependent
upon us obtaining additional revenues and equity capital and ultimately
achieving profitable operations. No assurances can be made that we will be
successful in these activities. Should any of these events not occur, our
financial statements will be materially affected.


Revenues from operations are not currently adequate to sustain present
operations, and we will require additional capital to fund our operations,
including increased research and development cost for development of our
software products and integration of our software and communications systems. We
are currently seeking capital through additional equity financing. Our failure
to obtain financing as needed would have a material adverse effect upon the
Company and its business as we believe our current cash position and expected
receipts will enable us to sustain operations for only up to approximately four
(4) months.

BUSINESS OF THE ISSUER
----------------------

GENERAL

We provide emergency management and first responder software, and wireless voice
and data communications equipment for public safety, critical infrastructure,
homeland security, and industrial / commercial markets. We are expending
resources to improve the functionality and breadth of our software solutions so
we can offer integrated emergency management products and services across a
broad spectrum of potential users including state, county and local emergency
operations centers ("EOCs"), federal and state agencies, and public safety
users, including police, fire and rescue, and hospitals and ambulances. As a
result of recent acquisitions and planned additional acquisitions of 220 MHz
licenses, we plan to develop and offer spectrum efficient data and voice
communications networks. From time to time, we engage in discussions with owners
of 220 MHz SMR FCC licenses, and may make additional acquisitions of such
assets. We also are in discussions with various companies to market jointly
additional products that are complementary to our emergency management systems
solutions, including global positioning systems ("GPS") providers and sensor
companies with products that detect radiation, weather and other data we believe
may be important to an EOC.

Furthermore, we plan to introduce an integrated emergency management
software/sensor communication/220MHz radio communication systems solution (the
"Integrated Model"). We have successfully conducted a demonstration of the
technical effectiveness of the system for potential customers using a limited
number of sensor devices. We plan to develop the system further including
working with sensor manufacturers to develop additional sensor applications for
integration. Such an integrated system would enhance the capabilities of EOCs,
event managers, first responders and managers of critical infrastructure to
monitor and respond quickly to potential threats and incidents. While we will
continue to offer and service voice dispatch customers in our existing markets,
we plan to devote resources to develop data and telemetry services. These
services are planned to include transmitting sensor data to our incident
management software, SCADA (Supervisory Control

                                       2
<PAGE>

and Data Acquisition) for utilities and other critical infrastructure, AVL
(automatic vehicle location) and offering analog data transmission to customers
on the 800 MHz band. In addition, we develop, operate and manage 220 MHz SMR
wireless voice and data communications services in the commercial sector. Such
commercial markets could also include data communications for monitoring of
critical infrastructure.

DEVELOPMENT OF THE 220 MHZ MARKETPLACE

In 1988, in part due to a request from United Parcel Service, the FCC
reallocated the 220MHz - 222MHz part of the radio frequency spectrum band for
commercial use. Since this was only a relatively small frequency band and the
FCC was promoting bandwidth efficiency, this band was regulated into very narrow
channels spaced only 5 kHz apart. In all other commercial bands, the narrowest
bandwidths used were 12.5 kHz up to 30 kHz. As a result, new radio designs were
needed, which required digital signal processors (DSPs) to help achieve the
efficiency needed to operate at this smaller bandwidth. DSPs also made it easier
to adapt the radios for transmitting and receiving data signals.

Due to the need for new radio designs and various regulatory delays, 220MHz
industry development progressed slowly. Digital technology increased the
efficiency of existing 800 and 900 MHz networks and decreased the interest in
the 220MHz spectrum. Today, 220 MHz channels are virtually unused over much of
the United States. Paradoxically, the 220 MHz spectrum is potentially attractive
for telemetry and data because the spectrum has little interference since many
channels are not yet constructed and therefore not used.

220MHz systems use a range extending device called a repeater. A repeater is
typically located on top of tall buildings or on communications transmission
towers and can extend the range of the terminal units to as much as 30 or 40
miles from their base site depending on the location. This exceptionally large
coverage area or range means that a single repeater site can cover a large
geographic area at very low infrastructure cost. Many telemetry applications
require a very low operating cost structure and the combination of 220MHz
propagation characteristics, range and low infrastructure cost may help achieve
this goal much more cost effectively than competing services such as cellular.

We believe we have a competitive advantage offering telemetry and data devices
and services because 1) our proprietary radio designs use DSPs and have already
been modified for data, 2) we have high-powered repeaters that extend the range
of a 220MHz system, 3) we have a large amount of spectrum available for use in
many major markets of the United States, and 4) we are experienced in
interfacing telemetry into our wireless systems. However, we need significant
funds to fully implement our operating plan.

DEVELOPMENTS IN THE EMERGENCY MANAGEMENT MARKETPLACE

Since September 11, 2001, government agencies realize that they must prepare for
security threats that were rarely considered before. First responders' missions
have greatly expanded to include a need for automated management and decision
support tools to assist in meeting broader expectations now placed on these
organizations. Such systems will help responders and emergency managers to
streamline critical information, track the status of requests and tasks, locate
and deploy resources, log relevant incident information, generate situation
reports, and move information seamlessly across multiple users or agencies all
with the end goal of lessening the overall impact of the event.

In January 2003, the United States government established the U. S. Department
of Homeland Security (the "DHS"). Since the DHS' creation, there has been a
major emphasis on moving away from old legacy based systems and improving and
consolidating technology platforms. As a direct result, there has been an
overall increase in technology budgets to assist government agencies with the
financial resources to acquire new tools and technology.

The DHS is comprised of five major divisions or directorates: Border &
Transportation Security; Emergency Preparedness & Response; Science &
Technology; Information Analysis & Infrastructure Protection; and Management. In
the event of a terrorist attack, natural disaster or other large-scale
emergency, the DHS will assume primary responsibility for ensuring that
emergency response professionals are prepared for any situation. This will
entail providing a coordinated, comprehensive federal response to any
large-scale crisis and mounting a swift and effective recovery effort. The DHS
will also prioritize the important issue of citizen preparedness. The DHS has an
annual budget of $38 billion dollars in 2003 which was subsequently enhanced by
$6.7 billion.

The DHS has made available more than $4.4 billion dollars in funding for grants
since March 1, 2003. The DHS made the following amounts available from its
fiscal year 2003 budget and supplemental budget: - March 7, 2003, $566 million
was made available to the states and cities to assist first responders in the
form of funding for equipment, training, planning and exercises.

                                       3
<PAGE>

- March 10, 2003, $750 million was made available for firefighter assistance
grants to help rural, urban and suburban fire departments better train, prepare
and equip themselves.

- April 8, 2003, $100 million was made available to the New York City area, Los
Angeles area, San Francisco area, Chicago area, Seattle area, Houston area and
the National Capital Region as part of the urban area security initiative to
help enhance the local government's ability to secure large population areas and
critical infrastructure.

- April 16, 2003, $165 million was awarded to help state and local governments
plan and prepare for all hazards planning, training, exercising and facilities.

- April 30, 2003, $1.5 billion was made available to the states and localities
from the Supplemental Budget to help state and local law enforcement personnel
pay for equipment, planning, training and exercises and to offset costs
associated with enhanced security measures deployed during heightened threat
periods.

- May 14, 2003, $700 million was allocated from the supplemental budget as part
of the urban area security initiative for 30 cities and their contiguous
counties and mutual aid partners to enhance the security of urban areas with
high density populations and critical infrastructure, ports and mass transit
systems.

For 2002 and 2003, the U. S. Transportation Security Administration awarded
UNISYS $1 billion to manage an information technology managed service project
for airports. UNISYS has identified opportunities for it and its partners to
work on a number of additional projects in 2004, including emergency response
and incident management. Communications systems are also expected to be a
significant project under the DHS. UNISYS is a systems integrator and is
required under federal statutes to subcontract with small businesses.

We have not received any revenues from the above contracts and grants to date,
and there is no assurance that we would qualify for or receive any revenues from
these or future grants or awards.

PRODUCTS AND SERVICES
---------------------

220 MHZ PRODUCTS AND SERVICES

We currently provide wireless voice and data communications equipment for public
safety, critical infrastructure, homeland security, and industrial / commercial
markets. In connection with recent acquisitions and planned additional
acquisitions of 220 MHz licenses and related communications equipment, we plan
to develop and offer spectrum efficient data and voice communications networks
to such prospective end users. We also plan to introduce an integrated emergency
management software/sensor communication/220MHz radio communication systems
solution (the "Integrated Model"). Revenues from sales of wireless voice and
data products and services were $941,735 in fiscal 2003 compared to $239,050 in
the prior year.

TELEMETRY AND DATA APPLICATIONS IN 220MHZ

The following are examples of telemetry and data applications which we currently
offer that can be implemented in a 220MHz system:

Automatic Vehicle Location (AVL). AVL involves the addition of a locating
device, typically a GPS receiver, on a vehicle and interfacing that device with
a 220MHz radio. The location of the vehicle is transmitted over a radio network
back to a central control point such as a dispatcher's office. AVL has many
applications from simple asset tracking to very sophisticated Computer Aided
Dispatch (CAD) systems. Users of AVL systems include taxis, delivery vehicles,
ambulances and heavy equipment operators. Our radio product has the AVL feature,
and we provide this feature to customers.

Supervisory Control and Data Acquisition (SCADA). Utility companies and large
industrial complexes often remotely monitor various components of their
operations with wireless sensors and control points. These monitoring systems
are called SCADA (Supervisory Control And Data Acquisition) or AMR (Automatic
Meter Reading) and we have provided 220MHz systems for use in this field,
including a system installed in fiscal 2003 for Hoosier Energy Rural Electric
Cooperative, Inc. ("Hoosier Energy"), a generation and transmission cooperative
located in Bloomington, Indiana. These systems have traditionally used cellular
networks, plain-old telephone service (POTS) networks, and dedicated leased
lines in conjunction with private microwave and fiber networks. By using 220 MHz
radios, which generally provide flat fee monthly rates, utilities can limit the
reoccurring charges that have been associated with cellular phones, POTS, and
leased lines. The 220 MHz spectrum provides for a larger coverage area
(generally 30-40 miles per each site system) than higher frequency spectrum such
as 800 MHz and 900 MHz, which results in lower operating and maintenance costs
due to fewer tower sites required to serve an area. Our tower equipment
expenditures and tower lease and maintenance expenses are lower as a result of
fewer towers needed to service the same size area as the 800 MHZ and 900 MHz
spectrum. 220 MHz is especially well suited for rural areas where the devices
can be deployed over a large area and where rough and wooded terrain exists.

                                       4
<PAGE>

Transmit analog data for new customers and customers presently using 800 MHz
band. On August 8, 2002 the FCC set a five-year "sunset" period for elimination
of CDPD (Cellular Data Packet Data) services in the United States. CDPD was
designed in the early days of cellular and fits data "around" voice traffic and
only works in analog cellular systems, which for the most part have been
converting to digital. Digital cellular services have the ability to carry data,
but not at the lower costs of an analog network. Therefore, users of CDPD
equipment will be forced to either switch to more expensive digital service or
find an alternative. We plan to offer our 220MHz system analog data services as
a low cost alternative to digital cellular. Its range, capacity,
low-interference and low-cost characteristics make our systems an attractive
alternative to digital service. Current users of CDPD include public safety,
utilities, industry, and transportation sectors.

Transmit sensor data to our incident management software. Our incident
management software helps emergency managers monitor, control and mitigate the
consequences of all activities of interest. Information flows into the software
from various sources and is used to determine response activities. We believe
that data from sensors can greatly improve the quality and quantity of
information flowing into the software program, thereby enhancing the response
scenarios. Many types of sensors are available, including weather, bio-chemical,
nuclear, proximity, motion, heat, contact, water quality, etc. Our 220MHz radios
can be interfaced to all of these sensors and provide data to an EOC through the
software. Similar integrations can be developed for managers of critical
infrastructure such as water management companies. The range of the 220 MHz
spectrum could be especially advantageous for these customers because many of
their assets cover large geographic areas in remote locations.

PRICING OF 220 MHZ PRODUCTS AND SERVICES

Bizcom offers voice, data or combinations of voice and data wireless products
and services including use of our spectrum and wireless infrastructure. We sell
our subscriber equipment (voice and data radios) to end users for an average
price of approximately $500 plus $100 for a data interface adapter. Dealers
receive a 40% discount. We sell airtime for an average of $15 per month for
voice-only, an average of $8 for data-only and an average of $18 for combination
voice and data. We also offer rental and bundled services that combine network
usage with hardware. Short-term rental rates average $30 month while bundled;
long term packages range between $15 and $25 per month depending on model,
features and usage.

We sell base stations and other infrastructure to end-user or dealer customers
who have their own 220MHz spectrum. Voice and voice/data (low-speed data)
systems typically sell for $8,000 to $12,000 per channel. For project
management, training and installation, we charge $1,500 per day for engineering
services and $1,000 per day for technician or trainer services plus travel and
expenses.

Prices for equipment and airtime for our public safety and critical
infrastructure customers has not yet been established, and are dependent upon
whether the customer has its own spectrum, prefers to lease our spectrum, or
prefers to use our spectrum and pay under a negotiated airtime arrangement. For
example, we disaggregated (separate a regional license into economic area
licenses to allow the sale or lease of one of the economic areas) a regional
license for Hoosier Energy, and sold them radios and charged for installation
services. Certain state and local agencies including public safety agencies own
their own 220 MHz spectrum. In those circumstances, we would sell such customers
our radio product and the sensor integration products and services to use on
their own systems.

EMERGENCY MANAGEMENT SOFTWARE PRODUCTS AND SERVICES

We currently offer and sell emergency management solutions, upgrades and related
services on a national basis to various end users, including but not limited to:
local fire and police departments; local, county and state emergency management
agencies; and other federal and state agencies. We also plan to develop our
product to manage events such as sporting events and concerts, where event
managers perform many roles similar to emergency managers.

We sub-license the emergency management software that we currently offer,
EM/2000 and recently renamed GeoCommand emergency management software, pursuant
to a ten (10) year exclusive sub-license agreement with the licensee of such
software products, The Public Safety Group LLC ("PSG"). Our sub-license
agreement with PSG automatically renews for successive one year periods provided
neither party is in breach of the agreement. In June 2003, we entered into a
direct license agreement for the GeoCommand software with Public Safety Corp.,
the licensor of such software.

EM 2000 is a currently operational PC based emergency management software system
that streamlines the flow of critical information during emergency incidents or
major events, and provides command and control capabilities for government
agencies to assist them in their response. We also offer EM/2000 Advanced, an
integrated incident management solution with interactive Geographic Information
System ("GIS") mapping offered through a marketing alliance with CH2M Hill. We
introduced a web version of our EM2000 product in fiscal 2003.

                                       5
<PAGE>

GeoCommand is a currently operational software program operating in a GIS
(Geographic Information System) environment that provides a first responder to
an emergency situation access to necessary information to make rapid decisions
in an emergency situation as well as providing situational awareness information
for everyday operational needs.

Pursuant to our sub-license agreement, except for certain prior existing
end-users, we have licensing rights to market and sell such two products, as
well as three other software programs: EM/2000 Backup Services, ILP + Health and
Safety, and SARA Title III Reporting, each of which relates to a specific
emergency management situation.

We offer EM/2000 Backup Services, which provides users of the EM/2000 program
the ability to back up data obtained from the use of the EM/2000 program at an
offsite location. ILP + Health and Safety, which tracks occupational accident
information, is currently operational but requires further enhancements and the
development of a marketing campaign. SARA Title III Reporting is a program
designed to allow facilities which are subject to the reporting requirements of
the Superfund Amendments and Reauthorization Act of 1986 to enter their
hazardous materials inventories through a secure web browser. The program is
designed to reduce the paperwork burden on first responder agencies by providing
ready access and indexing of these reports. Such program is not currently
operational and requires further development to web enable such program. We do
not currently anticipate marketing either the ILP + Health and Safety or the
SARA Title III Reporting programs in the immediate future due to our desire to
continue to focus our current marketing efforts on the EM/2000, EM/2000 Backup
Services, and GeoCommand which we believe have and continue to receive favorable
market acceptance.

During the third quarter of fiscal 2003, the Company developed a successful
pilot program for the State of Iowa for a Center for Disease Control joint
exercise. The program integrated pharmaceutical and patient tracking
functionality with the Company's EM2000 emergency management software. The
Company plans to develop this software product, Medo Stato US, to provide
hospitals an emergency management system to deal with large scale emergency
incidents as established by JCAHO (Joint Commission for Accreditation of
Healthcare Organizations). The system is expected to provide interoperability
between hospitals and local emergency management agencies so that critical
information can be shared in the event of a mass casualty disaster or
bio-terrorism event. We intend to work with local hospitals to develop an Alpha
version of the product. We plan to dedicate programming development resources to
improve the functionality of this product, and after additional field and Beta
testing, launch a fully operational system before the end of fiscal 2004. While
we have not effected any material sales of Med-Stat-US to date, market interest
from various health and federal/state governmental agencies has been favorable.
We cannot assure that such market interest will result in sales of such system
if and when fully developed. Delays, however, could be encountered due to
financial, test results and other considerations.

Currently, we plan for the foreseeable future to focus our emergency management
software sales and marketing efforts primarily on the EM/2000, EM/2000 Backup
Services, EM/2000 Advanced, EM/2000 web version, GeoCommand and, following
product launch, Med-Stat-Us due to the immediate needs of federal, state, and
local governments and public safety and healthcare providers to prepare and
manage for large scale, natural or manmade disasters.

Revenues from sale of our public safety software and services were $281,535 in
the year ended June 30, 2003 compared to $37,605 in the prior fiscal year.

PRICING OF EMERGENCY MANAGEMENT SOFTWARE

We price our software products and services based upon the number of servers and
users for each software product. In addition, effective April 2003, we now
charge an annual software maintenance fee that customers must continue to pay to
retain access to the software. We also have a separate pricing schedule for the
web browser based software for EM2000. In addition, we charge customers $1,200
per day for installation, training and customization of the programs. Customers
receive 24 hour a day telephone support under the license agreements.

STRATEGY
--------

We currently provide emergency management and first responder software, and
wireless voice and data communications equipment for public safety, critical
infrastructure, homeland security, and industrial / commercial markets. In
connection with recent acquisitions and planned additional acquisitions of 220
MHz licenses and related communications equipment, we plan to develop and offer
spectrum efficient data and voice communications networks to such prospective
end users. We also plan to introduce an integrated emergency management
software/sensor communication/220MHz radio communication systems solution (the
"Integrated Model"). We have successfully conducted a demonstration of the
technical effectiveness of the system for potential customers using a limited
number of sensor devices. We plan to develop the system further, including
working with sensor manufacturers to develop additional sensor applications for
integration. Such an integrated

                                       6
<PAGE>

system would enhance the capabilities of EOCs, event managers, first responders
and managers of critical infrastructure to monitor and respond quickly to
potential threats and incidents. While we will continue to offer and service
voice dispatch customers in our existing markets, we plan to devote resources to
develop our markets in telemetry and data services. These services are planned
to include transmitting sensor data to our incident management software, SCADA
("Supervisory Control and Data Acquisition") for utilities and other critical
infrastructure and AVL (automatic vehicle location). We also plan to continue
and expand upon our marketing efforts to convert analog data customers from the
800 MHz band to 220 MHz.

The assets which we have acquired entailing 220 MHz SMR licenses and related
communications equipment, and in many, if not most instances, similar assets
which we may acquire, do not constitute a "business" as such term is described
in Item 310 (c) of Regulation S-B, and related Rule 11-01 (d) of Regulation S-X
as there will be no continuity of revenue activity and no continuity of
operations. Accordingly, pro forma financial information will not be furnished.

Rule 11-01 (d) of Regulation S-X lists the following attributes which such rule
indicates should remain with the components purchased if it is to be considered
a "business":

1. physical facilities - assets to be acquired, if at all, will consist
primarily of transmission equipment, tower lease and 220 MHz SMR FCC license;

2. employee base - generally there will be no employee base;

3. distribution system - not applicable, therefore, not available for
acquisition, and will not be acquired;

4. sales force - no sales force will be acquired;

5. customer base - generally, assets comprising 220 MHz systems sought to be
acquired will not have any, or only minimal, customers;

6. operating rights - FCC licenses to be acquired will be subject to FCC
transfer approval;

7. production techniques - not applicable, therefore, not available for
acquisition and will not be acquired;

8. trade names - generally not applicable, therefore, not available for
acquisition and will not be acquired.

We will apply the above analysis to any acquisitions we may undertake but
believe, in view of the current state of the 220 MHz SMR industry, that many
prospective acquisition candidates will not constitute a "business."

DISTRIBUTION CHANNELS
---------------------

Customers for our emergency management software programs include emergency
managers and public safety organizations, including police, fire and rescue. At
state and local governments, the purchasing decision can be affected by many
decision makers and limitations resulting from the budgeting process. We believe
that sales usually require a direct presence, and alternative methods of selling
would not succeed. As a result, we offer emergency management software programs
through in-house personnel, and plan to increase the size of our sales staff
during the current fiscal year.

We currently offer 220 MHz radio products and services through in-house
personnel and outside independent sales representatives in a limited region of
the country. In addition, local dealers are generally necessary to establish and
service voice dispatch customers. Often, these dealers have their own local
spectrum and have incentives to load their systems first. We are not currently
planning any large marketing efforts in the local voice dispatch markets outside
of our current markets in Ohio, Indiana, Michigan, Oregon and Washington.

Sales and marketing for our current radio and emergency management software
product and service offerings are presently conducted primarily through sales
calls to industry participants known to our marketing personnel through prior
industry experience and contacts and through attendance at industry trade shows.
We currently utilize very little print and other advertising media.

SOURCES OF SUPPLY
-----------------

We have an exclusive patent and related technology license agreement with
DataMarine for 220 MHz radios, which, prior to the agreement, constituted the
only U.S. manufacturer of voice/data 220 MHz SMR radios. We now purchase radios
having

                                       7
<PAGE>

the same specifications as Datamarine's land mobile radio products from an
offshore manufacturer. There are other manufacturers available which manufacture
radios; however, the offshore manufacturer from which we currently purchase
radios has all the required tooling to manufacture such products and has
substantial manufacturing capacity. Certain components of the radios from time
to time become obsolete as new technologies develop. Currently, several
components are no longer manufactured, and there is an estimated one year supply
of remaining components and additional components available. While we could
redesign the radio to include new components if necessary, we do not consider
the voice radio to be critical to immediate future sales, and we do not plan to
redesign the voice radio unless and until sales of voice radios become
significant.

Sophia has a 220 MHz SMR data-only radio which we believe will offer a
significant improvement in technology and a lower cost alternative to our radio
for our public safety/emergency disaster relief data applications. On September
18, we signed a Memorandum of Understanding to acquire certain of Sophia's
assets, including such radio technology on or before October 31, 2003. The
Sophia radio, which does not have voice capabilities, transmits data at over
four times the data transmission rate of our current radio product. In addition,
the Sophia technology allows a customer to transmit data from the radio over the
Internet by means of a data switch. There is no assurance that we will acquire
Sophia's assets. If we do not acquire such assets, we may, if funding permits,
increase our research and development spending to develop a data-only radio that
would complement our current voice and data radio.

COMPETITION
-----------

COMPETITION IN 220 MHZ SMR RADIO SERVICE

We face competition from companies operating in the 220 MHz frequency band as
well as all wireless and radio companies in other frequencies in both voice and
data communications markets. Competitors to our 220 MHz radio services business
include many companies providing phone, pager, voice dispatch, data transfer and
other voice and data products, many of whom have substantially greater financial
and other resources than the Company.

The mobile wireless voice communications market is currently dominated by six
companies: Nextel Communications, AT&T Wireless, Cingular Wireless, Sprint PCS,
Verizon Wireless and Deutsche Telecom/T-Mobile. Nextel is a land mobile radio
provider while the other five large competitors are cellular phone providers.
Although we do not anticipate competing in the mobile wireless voice
communications market, these companies may also serve the voice dispatch and
data communications markets which we continue to plan to serve.

While we will continue to offer and service voice dispatch customers in our
existing markets, we plan to devote most of our resources to develop, market and
sell telemetry and data services. These services include transmitting sensor
data to our incident management software, SCADA for utilities and other critical
infrastructure, automatic vehicle location (AVL) and providing analog data
services to customers currently serviced in the 800 MHz band. While competitors
provide SCADA and AVL products and services, we believe that we offer a cost
competitive product targeted at the homeland defense marketplace which includes
public safety and critical infrastructure markets.

In addition, we believe that potential markets exist with users transmitting
data in the 800 MHz and 900 MHz spectrum. Our radio technology uses a digital
signal processor to convert analog signals to digital which allows the
communication of data. Wireless providers are converting equipment used in the
800 MHz and 900 MHz spectrum to digital formats, which will allow greater data
communications in such spectrums. We are not aware of digital radio technology
capable of transmitting data in the 450 MHz spectrum at this time. While the
price charged to customers is anticipated to increase for voice dispatch and
data communications customers on the 800 and 900 MHz spectrums, the companies
providing these services have greater marketing power and resources and may
nevertheless be able to sell an increased cost product to customers. While
switching to the 220 MHz spectrum may be a lower cost alternative to the
expected increased costs for 800 and 900 MHz data communications, the ownership
of the 220 MHz spectrum is highly fragmented, except for several owners of 220
MHz nationwide licenses, and does not currently have the critical mass to
attract large numbers of users. One of the owners of two nationwide 220 MHz
licenses, Access Spectrum, has received authorization from the FCC to act
essentially as a lessor of spectrum.

In voice dispatch markets, our competitors include one national and a variety of
small local companies who own and operate SMR systems in a number of different
frequency bands, including 220MHz, 450MHz, 800MHz and 900MHz. Most of these SMR
systems use analog technology and specialize in providing dispatch service. As a
result of the ongoing consolidation efforts within the industry, we believe that
eventually all of the 800MHz and 900MHz bands will be consolidated by one or
more large digital operators such as Nextel Communications and that those users
who do not want to remain on these frequencies for cost or other issues will
have to relocate to other bands such as 220MHz and 450MHz. However, there can

                                       8
<PAGE>

be no assurance that such acquisitions will continue to take place or that
customers will be willing to switch to a new, expected lower-cost service. In
addition, local dealers are generally necessary to establish and service voice
dispatch customers. Often, these dealers have their own local spectrum and have
incentives to load their systems first. We are not currently planning any large
marketing efforts in the local voice dispatch markets outside of our current
markets in Ohio, Indiana, Michigan, Oregon and Washington.

COMPETITION IN EMERGENCY MANAGEMENT SOFTWARE SERVICES

Our primary competitors in this market space include Blue 292, Web EOC, Alert
Technologies, and eTeam. Certain of such companies currently have substantially
greater financial and other resources than the Company.

While one of such competitors offers a product having certain characteristics
similar to the EM/2000, we believe the EM/2000 product, which is competitively
priced, to have certain superior features and easier to use screen navigation
capabilities. The EM/2000 is also offered in a client server mode, which is
generally more secure than operating in a web based format.

Our primary target customers are state, county, and local municipal markets
where we have a well established base of business with our emergency management
software. We are specifically focusing on government agencies which desire easy
to use and affordable solutions. We differentiate ourselves from existing
competition by supporting our products with exceptional installation, training,
integration, and customer support. We believe that these tools combined with our
wireless technologies and unencumbered spectrum can deliver a more complete and
powerful solution to both our existing customer base and to new end users.

While certain web based products may offer competition to the EM/2000, we
believe, based upon our discussions with certain federal and state government
representatives, as well as representatives of certain private sector entities,
that certain prospective customers, including such representatives with whom we
have had discussions, who possess critical infrastructure may be more inclined
to utilize emergency software that operates in a client server mode versus a web
based format due to perceived security concerns relating to web based formats.
However, certain customers prefer the ease of use of the web based product
despite its vulnerability; we introduced a web version of our EM2000 product at
the end of fiscal 2003.

To the extent that we may be successful in integrating our emergency management
software applications with our wireless capabilities to provide a complete
interoperable solution, we believe such product and service offering will make
us uniquely different from our competitors.

NEW TECHNOLOGIES

We may also face competition from other technologies and services which are
currently being introduced and may be introduced in the future. The continued
acceptance of analog SMR services and the acceptance of the services we plan to
offer and anticipate offering may be adversely affected by the development and
availability of new technology.

DEPENDENCE ON MAJOR CUSTOMERS
-----------------------------

For the year ended June 30, 2003, four customers accounted for 58% of our sales
and the two largest customers accounted for 24% and 20% respectively of our
sales. The sale to the largest customer was a sale of products and installation
of a SCADA data communications system using the 220 MHz spectrum. We will
solicit sales of similar system installations to other potential customers.
Sales to the next largest customer were sales of radios for resale; we do not
consider these sales to be a core component of our growth strategy, although
they may continue in the near term. At June 30, 2003, five customers accounted
for 48% of our accounts receivable, and one of these customers is a related
party. As such, we believe that we have an abnormal concentration of credit risk
within our receivables because of the limited number of customers. For the year
ended June 30, 2002, three customers accounted for 84% of our sales and two
vendors accounted for 91% of our purchases. At June 30, 2002, two customers
accounted for all of our accounts receivable.

PATENTS AND LICENSES
--------------------

On February 1, 2002, we entered into an exclusive patent and related technology
license agreement with DataMarine that granted us the exclusive license and
right to make or have third parties make, use and sell in the U.S. and worldwide
all 220 MHz land mobile radio products previously manufactured by Datamarine.
Such agreement further provides for a term equal to the then remaining
approximate seven year life of the two land mobile radio related patents.

                                       9
<PAGE>

In April 2002, we entered into a ten (10) year emergency management software
license agreement with PSG, a Missouri limited liability company. PSG's managing
member at that time was Edward W. Lent, III, who was also then and until October
2002, a Company director and Executive Vice President/Public Safety. Such
agreement acknowledges a pre-payment by the Company to PSG of $439,000 for the
software license and provides for a ten percent royalty payment for each
software program sold by the Company on a going-forward basis. PSG is obligated
to pay Specialized Disaster Systems International, Inc. ("SDSI"), the licensor
of the EM2000 and related software, a payment in cash or other consideration in
the amount of $1 million on or before December 31, 2003. In the event that PSG
does not pay SDSI the required amount by December 31, 2003, SDSI does not have
the right to terminate the license agreement, and its sole remedy is to sue PSG
for damages. Our sub-license agreement with PSG automatically renews for
successive one year periods provided neither party is in breach of the
agreement. Pursuant to such agreement, except for certain prior existing
end-users, we have licensing rights to market and sell the various emergency
management software programs that are the subject of such agreement, including
the EM/2000; GeoCommand, for which we have an exclusive license as a distributor
for such product; ILP + Health and Safety; SARA Title III Reporting; and EM/2000
Backup Services Software. Each of such software programs relates to a specific
emergency management situation.

In April 2002, we entered into a five (5) year agreement (subject to automatic
one year renewals on the same terms and conditions provided neither party is in
default thereunder) with a company which was then managing approximately two
hundred (200) combined 220 MHz SMR licenses and systems with coverage in thirty
seven (37) of the top fifty (50) Metropolitan Service Area ("MSAs") markets in
the United States. Pursuant to such agreement, the Company is to receive, on a
non-exclusive basis, use and access to such systems then and as may later be
managed by such company for public safety/emergency disaster relief usage. Such
agreement provides for payments to such entity for and on behalf of the 220 MHz
SMR systems it manages of up to $1,000,000, all of which was prepaid by the
Company through the end of June 2002. In February and June 2003, we acquired
certain of the 220 MHz SMR licenses and systems under this license agreement,
and reduced the purchase price of the acquisition in the amount of $680,000,
which is the estimated value of the licenses related to the systems acquired.

In June 2003, we settled our litigation against Public Safety Corporation
("PSC"). Under the terms of the settlement, we will market our first responder
software under a new rebranded name (renamed "GeoCommand"), have all rights to
make, use, copy, distribute, modify, sublicense and make derivative works of the
rebranded software, and have the exclusive rights to the rebranded software and
any derivative works. PSC shall only remarket the software under a new name to
be determined. We agreed with PSG to terminate certain sections of our
sub-license agreement dated April 26, 2002, and PSC and PSG terminated their
software license agreement dated March 18, 2002. We agreed with PSC not to
contact each others customers for a period of two years. We will pay a royalty
equal to twenty five percent of new product sales of GeoCommand directly to PSC
for a period of 18 months, after which all royalties will terminate, and we will
then own a fully paid-up, non-exclusive, worldwide, royalty free license to the
software.

We have filed a trademark application for the GeoCommand name.

REGULATION
----------

220 MHZ SMR RADIO SERVICE
-------------------------

HISTORICAL REGULATORY OVERVIEW OF THE 220 MHZ SERVICE

The licensing, operation, and acquisition of specialized mobile radio systems
("SMR") in the United States, which includes 220-222 MHz systems, is regulated
by the FCC under the Communications Act of 1934, as amended (the "Act") and
pursuant to the FCC's rules and related regulations.

SMR service utilizing the 800 MHz and 900 MHz band was first licensed in 1974.
The FCC authorized the current 220 MHz service in 1991, seeking to introduce a
spectrum efficient "narrowband" service on one-fifth of the frequency of
conventional SMR services, e.g., 5 kHz per channel, for such services as
dispatch and fleet communications. The FCC conducted this "Phase I" licensing of
frequencies by lotteries and, by 1993, approximately 3800 5-channel local and
nationwide site specific FCC licenses had been awarded through random selection.
A Phase I licensee's service area is defined by the predicted service contour of
its authorized base station or fixed station transmitting on frequencies in the
220-221 MHz band.

In 1997, the FCC restructured the licensing framework governing the 220 MHz
Service by replacing the original Phase I lottery licensing system with a Phase
II auction licensing process. Unlike the site specific Phase I licenses, the
service area for Phase II licenses to be awarded by auction were comprised of
defined geographic areas, which were based upon

                                       10
<PAGE>

Economic Areas ("EAs") developed by the Bureau of Economic Analysis of the U.S.
Department of Commerce. In addition to the EAs, the Phase II auctions would
include licenses for larger, regional areas called Economic Area Groupings
("EAGs'), which were comprised of groupings of EAs and encompassed the sum total
of all EAs. Nationwide Phase II licenses also would be awarded. In addition, the
Phase II licenses included more frequencies than the Phase I licenses, with EA
licenses receiving 10 channels each, EAG licenses receiving 15 channels, and
nationwide licenses comprised of 10 channels each. In all, the Phase II auction
offered 3 Nationwide licenses, 30 regional licenses (EAGs) and 875 EA licenses.
These licenses would "overlay" the existing Phase I licenses and would be
subject to certain interference protection criteria with respect to the Phase I
licenses.

In 1998, the FCC commenced the auction for Phase II 220 MHz licenses. The Phase
II auction was conducted in two tiers: the first auction, completed in October
1998, resulted in the award of 908 220 MHz licenses; the second auction,
completed in June 1999, resulted in the award of 225 220 MHz licenses. Phase II
licensees are permitted to construct facilities anywhere within their authorized
geographic area and are currently in the process of building out their systems
to meet FCC benchmark requirements.

LEGISLATIVE TRENDS IN THE 220 MHZ SERVICE

In 1993, Congress passed the Omnibus Budget Reconciliation Act ("Budget Act")
which, among other things, amended the Communications Act of 1934, to categorize
all mobile radio services as either commercial mobile radio service ("CMRS") or
private mobile radio service ("PMRS"). The FCC was then instructed to adopt
consistent regulations for all CMRS licensees and PMRS licenses, respectively.
Previously, mobile wireless services were regulated based on the title of the
service, such as cellular or SMR, and the associated frequencies utilized, and
whether the service was being offered by a "common carrier." By categorizing
mobile radio services more precisely, Congress believed that similar services
would be regulated in a similar manner, thereby promoting competition in the
marketplace.

To be classified as a "commercial" mobile wireless provider, the service must
be: (i) provided for profit; (ii) interconnected to the public switched
telephone network; and (iii) available to the public. To the extent that 220 MHz
systems meet these criteria, they are regulated in a similar manner to other
commercial mobile wireless service providers. PMRS is defined as any mobile
service that is not a commercial service or the functional equivalent of a
commercial service.

The Budget Act also granted the FCC the authority to use competitive bidding to
choose among mutually exclusive applications for initial licenses. The
Communications Act was amended to include provisions that allowed the FCC to use
competitive bidding if it finds that the principal use of the spectrum is
reasonably likely to involve the offering of service to subscribers in return
for compensation for such services. It was this amendment to the Communications
Act which authorized the 220 MHz Phase II auction in 1998.

REGULATORY TRENDS IN THE 220 MHZ SERVICE

In the late 1990s, the FCC initiated a number of rulemakings designed to
increase the use of 220 MHz spectrum and to expand the flexibility of licensees
in the 220 MHz service. In 1997, for example, the FCC revised its rules to
permit Phase II licensees to enter into agreements for the partitioning of a
licensee's geographical service area and/or the disaggregation of a licensee's
spectrum. Partitioning contemplates the division of the service area between two
geographic areas, e.g., county lines, whereas disaggregation contemplates the
assignment of a portion of the licensed spectrum in the same geographic area to
a third party. The partitioning and disaggregation rules were intended to
encourage use of the frequencies. The FCC believed these revisions would
encourage new competitors to enter the market, which in turn would spur a more
efficient use of the spectrum, and increase service to the public. The FCC
launched several rulemaking proceedings through 2000 to clarify the rules and
steps for partitioning and disaggregation.

In 1998, the FCC relaxed certain technical restrictions in the 220 MHz band, in
order to permit increased types of wireless services and business options in the
band. Thus, for example, the FCC provided that all 220 MHz nationwide and
non-nationwide Phase I and Phase II, Government and non-Government licensees,
including non-CMRS providers, would be permitted to operate fixed stations and
provide fixed communications and one-way and two-way paging services on a
co-primary basis, i.e., not ancillary to primary land mobile operations. By
permitting fixed as well as mobile operations in the 220 MHz service, the FCC
sought to encourage 220 MHz licensees to compete more effectively in the
wireless communications marketplace and to broaden the array of services
available to consumers, while still providing for additional applications of
narrowband technology. Also as part of this effort to increase use of the 220
MHz band and improve competition in the marketplace, the FCC expanded the
eligibility rules for licensees in the 220 MHz band to include wireline
providers.

                                       11
<PAGE>

In keeping with this trend, in 1999, the FCC relaxed the filing requirements for
Phase I nationwide licensees, removing the requirement that such licensees file
applications or obtain separate licenses for individual base stations within
their nationwide systems, provided that they maintain site information in their
station records and make such information available to other licensees or the
Commission upon request.

Another regulatory trend has been the reallocation and refarming of SMR spectrum
to resolve interference issues. Refarming is an effort by the FCC to achieve
spectrum efficiency by reducing the allowable channel size used by radios. The
current SMR bands are set up so that frequencies used by different services are
interleaved within the band, which historically had resulted in interference
between the various services authorized in the band. In 2001, the FCC launched
an effort to refarm spectrum in the 800 MHz band, to reduce interference between
public safety and SMR systems in that band.

BUSINESS TRENDS IN THE 220 MHZ SERVICE

The SMR industry has undergone a tremendous level of consolidation in the past
decade, with Nextel Communications acquiring significant amounts of 800 MHz SMR
and 900 MHz SMR spectrum. With respect to the newer 220-222 MHz service, many
licensees have focused on identifying customers and loading them onto the 220
MHz systems in order to support system build-outs in accordance with FCC service
requirements. Certain 220 MHz service providers have focused on the acquisition
of licenses to complement their current authorized service area, either through
partitioning and disaggregation, or through the outright purchase of the FCC
licenses. The Company has entered into agreements with third parties for the
partitioning of its licensed service areas and/or the disaggregation of its
licensed spectrum to augment its presence in particular markets,

CURRENT REGULATIONS IN THE 220 MHZ SERVICE

Phase I and Phase II licensees have different requirements with respect to
system construction and commencement of service operations. Phase I nationwide
licensees are required to construct their base stations and place those base
stations into operation in all geographic areas specified within the application
(including base stations in at least 28 urban areas specified by the FCC) within
10 years of the initial license grant. All Phase I non-nationwide licensees were
required to construct their systems and place them in operation by the later of
August 16, 1996 (if system modifications were requested) or 12 months from their
initial grant date. Any non-nationwide Phase I licenses that were not timely
constructed are subject to forfeiture and their associated frequencies are
incorporated into the applicable overlaid Phase II EA or EAG license. Phase I
and Phase II licensees may be renewed upon the expiration of their respective
license term upon a showing that, during their license term, they provided
"substantial service" and they substantially complied with applicable FCC rules
and regulations.

With respect to the Phase II licenses, the FCC requires licensees to meet
certain benchmarks of service tied to the issuance of the license. Specifically,
within five years of the grant of a Phase II EA or EAG license, the licensee is
required to provide service to one-third of the population. Moreover, within the
initial license term, e.g., 10 years, the licensee must provide service to
two-thirds of the population within its geographic area. With respect to Phase
II nationwide licenses, within five years of license issuance, the licensee must
provide coverage to a composite area of at least 750,000 square kilometers or
serve at least 37.5% of the United States population. Within 10 years, the Phase
II nationwide licensee must provide coverage to a composite area of at least
1,500,000 square kilometers or serve at least 75% of the United States
population. In the event that the Phase II nationwide licensee does not
construct its system to meet these respective thresholds, the FCC will
automatically cancel the entire license, and will not credit the licensee for
any of the sites that it may have already constructed. All 220 MHz licensees are
also required to comply with the technical requirements specified in the FCC's
rules to ensure that their systems do not cause unauthorized levels of
interference to other licensees.

OWNERSHIP OF 220 MHZ SERVICE SYSTEMS

The Act restricts foreign investment in commercial mobile radio service
operators. Specifically, foreign corporations may not own more than 20% of the
license or licensee, or more than 25% of the parent of a licensee. The FCC has
authority to waive the 25% limit if the public interest would be served. By
their terms, these foreign ownership restrictions do not apply to private
carriers; however, under the Budget Act, private carriers reclassified as
commercial mobile radio service providers are subject to these limitations. In
addition, wireline carriers have recently been permitted by the FCC to own 220
MHz service licenses.

Prior FCC approval is required for (i) the assignment of any 220 MHz service
license or (ii) any transfer of control of a 220 MHz service licensee. In
addition, no assignment or transfer of a non-nationwide Phase I license will be
approved prior to the completion of construction of that license. Similarly, no
assignment or transfer of a Phase I nationwide license will be approved before
the licensee has constructed at least 40 percent of the proposed system, except
under certain circumstances,

                                       12
<PAGE>

such as bankruptcy, non-substantial changes in ownership and partial
assignments.

The FCC has established guidelines applicable to management and other non-equity
agreements affecting SMR systems, including 220 MHz service systems, to
determine whether the manager or other entity has assumed de facto control of
the system. The criteria for determining "de facto control" is drawn from the
precedent established for common carrier systems, and includes application of
the following factors: (i) whether the licensee has unfettered use of all
facilities and equipment; (ii) whether the licensee determines and carries out
the policy decisions, including preparing and filing of applications with the
FCC; (iii) whether the licensee is in charge of payment of financing
obligations, including expenses arising out of operating; and (v) whether the
licensee receives monies and profits from the operation of the facilities. In
addition, under its rules, the FCC will also consider the following: whether the
entity constitutes or appoints more than 50 percent of the board of directors or
management committee of the licensee; whether the entity has authority to
appoint, promote, demote, and fire senior executives that control the day-to-day
activities of the licensee; and whether the entity plays an integral role in the
licensee's management decisions.

In addition, any manager of the operations of a 220 MHz service license,
pursuant to a management agreement, shall be considered to have a controlling
interest in such licensee, for purposes of applying the spectrum cap limitations
established in the FCC's rules, if such persons or affiliates have the authority
to make decisions or otherwise engage in practices or activities that determine,
or significantly influence: (i) the nature or types of services offered by such
a licensee; (ii) the terms upon which such services are offered; or (iii) the
prices charged for such services.

These rules will affect the Company, should it enter into any management
agreements with oversight power over other licensees.

GOVERNMENT REGULATION IN EMERGENCY MANAGEMENT
---------------------------------------------

There are currently no significant regulatory trends in emergency management
software. However, software in general is subject to the terms and conditions of
license agreements, patents, copyrights, trademarks and Federal and state laws
pertaining to such matters.

RESEARCH AND DEVELOPMENT
------------------------

We spent $40,556 on research and development activities during fiscal 2003, and
did not spend funds for such purposes during fiscal 2002. However, we intend to
increase research and development spending significantly during fiscal 2004 to
improve software functionality and develop products that will help generate
sales related to our recently acquired FCC licenses. We plan to introduce an
Integrated Model, an integrated emergency management software/sensor
communication/220MHz radio communication systems solution. We have successfully
conducted a demonstration of the technical effectiveness of the system for
potential customers using a limited number of sensor devices. We plan to develop
the system further including working with sensor manufacturers to develop
additional sensor applications for integration.

COSTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
-------------------------------------------

We are not presently affected by and do not have any costs required to comply
with environmental laws.

NUMBER OF EMPLOYEES
-------------------

As of June 30, 2003 and September 11, 2003, we employed thirty one (31) and
thirty (30) persons, respectively, on a full-time basis, including our Chief
Executive Officer/President and Chief Operating Officer/Chief Technical Officer.
We currently believe that we will have to significantly increase the number of
our employees as we may expand our business due to the numerous employee
functions inherent in our business, i.e., sales, service, maintenance, billing
and other services. Our personnel are not subject to any collective bargaining
agreements and management believes that its relationship with its personnel is
good.

ITEM 2. DESCRIPTION OF PROPERTY.

Our principal executive offices are located at 5440 N.W. 33 Avenue, Fort
Lauderdale, Florida 33309-6338. Through September 23, 2002, we rented 4,270
square feet of office space on a month to month basis at a rate of $3,000 per
month. We signed an eighteen month lease, including an additional 2,600 square
feet of office space, for an aggregate of approximately 6,870 square feet at a
rate of $7,246 per month. We are currently in negotiations to renew the existing
lease at its expiration in April 2004. These offices are sufficient to meet our
present needs and we do not anticipate any difficulty in securing

                                       13
<PAGE>

additional or other office space if required or desired at competitive rates and
on terms acceptable to the Company.


ITEM 3. LEGAL PROCEEDINGS.

We are not a party to and none of our property is subject to any pending or
threatened legal, governmental, administrative or judicial proceedings. There
has never been a bankruptcy or receivership proceeding. In June 2003, we settled
litigation against Public Safety Corporation ("PSC"), the licensor to PSG of the
newly named GeoCommand software. Under the terms of the settlement, we will
market the software under the new rebranded GeoCommand name, have all rights to
make, use, copy, distribute, modify, sublicense and make derivative works of the
rebranded software, and have the exclusive rights to the rebranded software and
any derivative works. PSC shall only remarket the software under a new name to
be determined. We agreed with PSG to terminate certain sections of our
sub-license agreement with PSG dated April 26, 2002, and PSC and PSG terminated
their software license agreement dated March 18, 2002. We agreed with PSC not to
contact each others customers for a period of two years. We will pay a royalty
equal to twenty five percent of new product sales of GeoCommand directly to PSC
for a period of 18 months, after which all royalties will terminate, and we will
then own a fully paid-up, non-exclusive, worldwide, royalty free license to the
software

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

Not Applicable

                                       14
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

We have never traded on any securities exchange. We plan to make application to
trade our common stock on the over-the-counter bulletin board ("OTCBB") at some
as yet undetermined time. There can be no assurance that an active public
trading market for our common stock will develop or be sustained if developed.

HOLDERS:

As of September 11, 2003 there were 15,326,750 shares of common stock issued and
outstanding and approximately 297 shareholders. We also have as of September 11,
2003 outstanding warrants which are currently exercisable and which, if
exercised would result in the issuance of an additional 5,818,500 shares of our
restricted common stock. A substantial number of our shareholders are themselves
equity owners in entities which own and/or operate 220 MHz SMR licenses and/or
systems.

DIVIDENDS:

We have not declared any dividends. There are no restrictions on the common
stock or otherwise that limit the ability of us to pay dividends if declared by
the Board of Directors. The holders of common stock are entitled to receive
dividends when and if declared by the Board of Directors, out of funds legally
available therefore and to share pro-rata in any distribution to the
stockholders. Generally, we are not able to pay dividends if after payment of
the dividends, we would be unable to pay our liabilities as they become due or
if the value of our assets, after payment of the liabilities, is less than the
aggregate of our liabilities and stated capital of all classes.

As of June 30, 2003, we did not have any compensation plans, including
individual compensation arrangements, under which equity securities of the
Company are authorized for issuance, except as follows:

<TABLE>
<S>                   <C>                            <C>                        <C>
------------------------------------------------------------------------------------------------------------------
Plan Category         Number of securities to be     Weighted-average           Number of securities remaining
                      issued upon exercise of        exercise price of          available for future issuance
                      outstanding options,           outstanding options,       under equity compensation plans
                      warrants and rights            warrants and rights        (excluding securities reflected
                                                                                in column (a)
                             (a)                           (b)                        (c)
------------------------------------------------------------------------------------------------------------------
Equity                None                           Not applicable             Not applicable
compensation
plans approved by
security holders
------------------------------------------------------------------------------------------------------------------
Equity                120,000*                       $3.00*                     *
compensation plans
not approved by
security holders
------------------------------------------------------------------------------------------------------------------
Total                 120,000                        $3.00                      *
------------------------------------------------------------------------------------------------------------------
</TABLE>

* We entered into a three year employment agreement with Mr. David George on
April 26, 2002 to serve, effective April 29, 2002, as our Chief Operating
Officer, Chief Technical Officer and President of our Land Mobile Radio
Division. Such agreement generally provides for an annual salary of $130,000,
the grant of a warrant to purchase 120,000 shares of the Company's common stock
vesting over such three year period (37,500 shares vesting as of July 30, 2002,
2,500 shares vesting as of August 30, 2002 and 2,500 shares vesting on the last
business day of each month thereafter provided Mr. George is then an employee of
the Company) exercisable at $3.00 per share for a period of ten years from the
date of grant, subject to customary adjustments, and the right to receive
certain stock options based upon specified performance criteria relating
generally to the sale of 220 MHz SMR radios and related equipment. No stock
options were issued to such person. At June 30, 2003, 65,000 shares underlying
the warrant were vested.

                                       15
<PAGE>

During the quarter ended June 30, 2003, we issued the following Company
securities pursuant to Section 4(2) of the Securities Act of 1933, as amended
("Securities Act"), based upon the limited number of offerees, their
relationship to the Company, their status as accredited investors, the amount of
securities offered in each offering, the size of the respective offerings, and
the manner of each offering:

We issued units at a price of $7,500 per unit to accredited investors pursuant
to Rule 506 under the Securities Act; each unit is comprised of 3,000 shares of
restricted common stock and a warrant to purchase 1,500 shares of restricted
common stock at an exercise price of $3.00 per share for a period of 3 years
from the date of issuance, subject to customary adjustments. Additional warrants
are issued to investors in the offering when their cumulative investment in the
offering exceeds certain breakpoints. The gross offering proceeds during such
quarter were $1,162,500. Each of the certificates representing shares of common
stock and warrants bear a restrictive legend restricting transferability under
the Securities Act.

On June 30, 2003, we entered into an asset purchase agreement with thirteen
equipment owners to acquire an aggregate of thirty-seven (37) 220 MHz SMR FCC
licenses and related communications equipment and advances due from two
unrelated parties with a value of $1,220,000 for an aggregate purchase price of
$6,485,000. The purchase price was paid by the issuance of an aggregate of
2,274,000 shares of our restricted common stock, valued at $2.50 per share, and
the assumption of certain obligations totaling $800,000.

See also "PART III. ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT-EMPLOYMENT
AGREEMENTS."

                FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
                ------------------------------------------------


We make statements in this Report on Form 10-KSB, as amended, as well as in our
press releases or verbal statements that may be made by our officers, directors
or employees acting on behalf of our Company, that are not historical fact and
constitute "forward-looking statements." Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause our
actual results to be materially different from the historical results or from
any results expressed or implied by such forward- looking statements. Factors
that might cause such a difference include, without limitation, the information
set forth below. In addition to statements, which explicitly describe such risks
and uncertainties, statements labeled with the terms "believes", "belief",
"expects", "plans", or "anticipates" should be considered uncertain and
forward-looking. All cautionary statements made in this Report, as amended,
should be read as being applicable to all related forward-looking statements
wherever they may appear.

GOING CONCERN CONSIDERATIONS ARE APPLICABLE TO OUR BUSINESS AND OPERATIONS. Our
financial statements appearing elsewhere in this Report, as amended, have been
prepared on a going concern basis that contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. Management realizes that we must generate capital and revenue
resources to enable us to achieve profitable operations.


We are planning to obtain additional capital by achieving at least break-even
cash flow from operations and selling equity and/or debt securities. The
realization of assets and satisfaction of liabilities in the normal course of
business is dependent upon us obtaining additional revenues and equity capital
and ultimately achieving profitable operations. No assurances can be made that
we will be successful in these activities. Should any of these events not occur,
our financial statements will be materially affected.

WE HAVE AN ABSENCE OF MEANINGFUL OPERATING HISTORY, AND THERE ARE NO ASSURANCES
OF PROFITABILITY. While we were incorporated in July 1996, we have not had any
significant revenues to date. Revenue and income potential for our current
business and operations model is unproven and a lack of meaningful operating
history makes it difficult to evaluate the future prospects of our business. We
anticipate that profits, if any, will be derived from our success in selling our
software products and "loading" or obtaining telemetry and data subscribers to
the systems we may operate, of which no assurances are given. We are subject to
all the substantial risks inherent in the development of a business enterprise
within two industry segments that themselves have only generated limited
revenues to date. Accordingly, no assurances can be given that our business will
ever be successful or that we will ever be or remain profitable.

WE DEPEND ON OUR MANAGEMENT AND REQUIRE ADDITIONAL MANAGEMENT IN ORDER TO
EXECUTE OUR OPERATING PLAN. The success of our business is materially dependent
upon the continued services of our Chief Executive Officer/President, Mr. Hanan
"Hank" Klein, and our Chief Operating Officer/Chief Technical Officer/President,
Land Mobile Radio Division, Mr. David L. George. While Messrs. Klein and George
have had substantial business experience within the 220 MHz SMR and
telecommunications industries, no assurances are given that such collective
prior

                                       16
<PAGE>

experience will assure our profitability or success. We do not presently have
any key man life insurance on any of such persons; while we intend to apply for
such insurance in such amounts as we deem appropriate, it is uncertain at this
time as to when we will apply for and obtain such insurance. We believe that we
need to retain additional qualified management in several functional areas
including sales, marketing and finance and retain additional sales personnel in
order to execute our business plan successfully.

WE PLAN TO ENTER NEW, UNTESTED MARKETS AND WILL BE REQUIRED TO EXPEND
CONSIDERABLE DEVELOPMENT COSTS TO INTRODUCE OUR PLANNED NEW INTEGRATED
COMMUNICATIONS / EMERGENCY MANAGEMENT SOFTWARE MODEL. We plan to introduce an
Integrated Model, an integrated emergency management software/sensor
communication/220MHz radio communication systems solution. We have successfully
conducted a demonstration of the technical effectiveness of the system for
potential customers using a limited number of sensor devices, and plan to
develop the system further, including working with sensor manufacturers to
develop additional sensor applications for integration. Furthermore, we believe,
based upon our discussions with potential customers, that larger users such as
state and government agency and large cities may be interested in purchasing
such a system. However, we have not conducted any formal, extensive market
research to determine whether there is a large demand for this system and or the
price customers would be willing to pay for such a system. Furthermore, we may
develop a Beta test site for such a system largely at our own expense to use as
a showcase for potential customers. Development and introduction of the
Integrated Model will require substantial additional capital and additional
management resources. There is no assurance that we will successfully develop
such system or that it will be widely accepted in the marketplace.


WE ARE UNCERTAIN OF OUR CONTINUED ABILITY TO MEET OUR DEVELOPMENT AND
OPERATIONAL NEEDS. We will require substantial additional capital to fund our
operations, including increased research and development costs for development
of our software products and integration of our software and communications
systems. Revenues from operations are not currently sufficient to sustain
present operations, and we will continue to require funding from outside sources
for the current foreseeable future, the availability of which cannot be assured.
We are currently seeking capital through additional equity financing. The
failure of the Company to obtain financing as needed would have a material
adverse effect upon the Company and its business as we believe our current cash
position will enable us to sustain operations for up to approximately four (4)
months. If additional funds are obtained by issuing equity securities and/or
debt securities convertible into equity, dilution to existing shareholders will
result, and future investors may be granted rights superior to those of existing
shareholders. There can be no assurances, however, that additional financing
will be available when needed, or if available, on acceptable terms. There are
no current agreements, arrangements, or understandings for any equity and/or
debt financing. The failure of the Company to obtain such financing as required
or otherwise desired will have a material adverse effect upon the Company, its
business and operations. Traditional sources of financing are currently more
difficult to access. If we cannot secure any traditional sources of financing
and cannot otherwise access required capital, our business and operations will
be negatively impacted even if demand for our services is present.


THE UNITED STATES ECONOMY IS SLOWLY RECOVERING FROM A RECESSION AND FUTURE
ECONOMIC TRENDS ARE UNCERTAIN. The U.S. economy has experienced an economic
downturn during the past two years, and state budgets have been heavily affected
by lower tax revenues. The economy has been recovering without any significant
improvement in unemployment, and it is uncertain that the recovery will
continue. We are currently unable to predict with any certainty the impact, if
any, of such economic uncertainty on prospective demand for our products and
services or our financial condition or results of operations.

WE HAVE AN EXTENDED SELLING PROCESS WITH SOME CUSTOMERS AND A CONCENTRATION OF
RISK ASSOCIATED WITH OUR EMERGENCY MANAGEMENT SOFTWARE MARKET. Some state and
local governments expend funds based upon annual budgeting restrictions, and
sales to such states and local governments may have a longer selling cycle than
for other customers. Also, we currently generate most of our software revenue
from state and local governments, and therefore have a concentration of risk
associated with these customers.

THERE ARE DEVELOPMENT RISKS ASSOCIATED WITH OUR 220 MHZ BUSINESS. We intend to
grow our 220 MHz radio systems business primarily by: (i) marketing to and
obtaining subscribers in the public safety/emergency disaster relief sectors to
utilize the data communication services offered and intended to be offered on
our 220 MHz SMR systems, thereby realizing fee-based subscriber revenues; and
(ii) expanding our service or coverage area and thereby our subscriber base by
purchasing select assets from other 220 MHz SMR system owners, including 220 MHz
SMR licenses and related equipment.

Development involves substantial risks, further enumerated herein, including the
risk: (a) that we will not convince customers in the emergency management
markets to use our 220 MHz communication systems for transmitting sensor and
other data; (b) that development costs will exceed budgeted or contracted
amounts; (c) that our marketing efforts to "load" our SMR

                                       17
<PAGE>

systems will not proceed as rapidly as anticipated or otherwise be successful;
(d) that our SMR systems will not achieve desired revenue or profitability
levels; (e) that substantial additional financing, which will be necessary, may
not be available or if available, might not be on favorable terms; (f) of
changes in applicable laws, rules, regulations and interpretations which may
adversely effect our business and operations; (g) that we may not be able to
purchase additional desired select assets to expand our coverage area due to
competition, financial or other considerations or otherwise successfully manage
or integrate such asset purchases with our then operations; (h) of competition
from other 220 MHz SMR operators as well as other providers of wireless
communication and emergency management services, many of the latter of whom have
substantially greater financial and other resources than the Company; (i) we may
not for whatever reason(s) be successful in our marketing efforts to the
emergency management services sector; and (j) of technology changes within the
wireless communication industry and our potential inability to adopt such
changes to our SMR systems if so desired by prospective or then current
subscribers either due to technology constraints which may be inherent to the
220 MHz radio spectrum, financial constraints, or otherwise. There can be no
assurances that we will be successful in executing upon our business plan.

THE OPERATING HISTORY OF THE 220 MHZ SMR INDUSTRY IS BRIEF AND THERE IS
UNCERTAINTY OF FUTURE BROAD BASED MARKET ACCEPTANCE OF PRODUCTS AND SERVICES
WITHIN SUCH INDUSTRY. Although numerous 220 MHz systems are operational in the
United States, including many "mom and pop" system operators which produce
minimal revenues, and fleet operators, many other systems are "operational" in
the sense that they were constructed in advance of FCC construction deadlines,
are available for "loading" of subscribers, but are otherwise producing minimal
or no subscriber revenues. The 220 MHz SMR industry may therefore continue to be
viewed as having a less than successful operating history subject to uncertainty
concerning the operational viability of many markets.

Many participants within the 220 MHz SMR industry concentrated their efforts and
capital expenditures initially on construction of 220 MHz SMR systems in advance
of FCC construction deadlines and the later acquisition of additional 220 MHz
SMR spectrum in subsequent FCC auctions. As such, they have had only limited
success to date in their marketing efforts to "load" their systems due to their
lack of needed additional working capital for marketing purposes and their
inability to secure desired radio equipment inventory from the manufacturer of
such equipment due to its own working capital constraints. As a result, many 220
MHz SMR industry participants have generated only minimal revenues and have
incurred and continue to incur losses.

The success of our business may be affected by matters beyond our control,
including but not limited to changes in technology and equipment, equipment
costs, competition, future demand for our planned services and changes in
economic conditions, all of which can impact upon market acceptance. While
management believes, based upon its knowledge of the industry generally, and
based upon informal discussions with certain public safety/emergency disaster
relief management personnel, that there is a perceived need and desire for our
planned services, no assurance can be given that such perceived need for our
services is correct. We have not conducted any internally generated marketing
research and do not intend to do so.

THERE ARE RISKS ASSOCIATED WITH SELECT ASSET PURCHASES. During fiscal 2003, we
purchased certain 220 MHz SMR licenses and related equipment and other select
assets from other 220 MHz SMR system owner/operators for Company securities, and
assumption of certain liabilities. On September 18, 2003, the Company entered
into a Memorandum of Understanding with Sophia to purchase substantially all of
Sophia's assets, which includes a nationwide ten-channel, two regional and eight
economic area 220 MHz SMR licenses, Sophia's radio technology and certain other
assets. If this acquisition is closed, it would greatly increase our asset base
and potential operations in the 220 MHz radio business. However, under the
proposed structure, we would be obligated to pay $300,000 of cash at closing and
$400,000 of cash on January 31, 2004 and issue a note which would be payable in
2007. Furthermore, we would retain a limited number of Sofia's staff and
maintain Sofia's administrative offices which would increase our operating
costs. We continue to review potential additional acquisitions of 220 MHz SMR
licenses to expand our service or coverage area. To the extent that we are not
able to generate revenues as quickly or to the extent desired, such acquisitions
could put a strain on our operating earnings and cash flow due to higher
depreciation, amortization and tower lease expenses and related operating costs.

While management believes, based upon its recent acquisitions and informal
discussions with industry trade association personnel, that there may be many
owner/operators of SMR systems with minimal or no subscriber base who do not
desire to further proceed with the substantial effort, time and expense required
to load and otherwise operate their SMR systems and may be desirous of selling
certain assets comprising their systems for securities and/or cash, no
assurances are given that we are correct in our belief. To the extent that we
are successful in purchasing any such select assets, no assurances are given
that we will be successful in integrating such assets with our current systems.
We will generally be limited to effecting asset purchases, if at all, involving
SMR equipment compatible with our planned systems and equipment.

THERE ARE POTENTIAL CONFLICTS OF INTEREST BETWEEN MANAGEMENT AND THE COMPANY.
Our

                                       18
<PAGE>

principal executive officers, Messrs. Klein and George, devote full-time to
the business of the Company. Management is not currently aware of any known or
potential conflicts at this time other than: Mr. Klein's de minimis minority
equity ownership interest in certain entities which owned 220 MHz SMR licenses
and related communications equipment which we have recently purchased, and
additional systems which we may approach to discuss the possible acquisition
thereof, which systems are currently being managed by the management company
with whom the Company previously entered into a radio subscriber service
agreement; and Mr. Klein is the sole director of the Company, and therefore is
the sole determiner of the Company's overall business strategy and of his
employment compensation. We have adopted a Code of Ethics for handling any
conflicts which may arise between the interests of the Company and the interests
of any member of management. Company security holders will be relying solely on
our management's and our Board of Directors' judgment concerning the resolution
of any conflicts or potential conflicts and compliance with such Code of Ethics.


WE FACE INTENSE COMPETITION WITHIN BOTH OF OUR BUSINESS SEGMENTS. The wireless
communications industry and emergency management industry are highly competitive
and influenced by the introduction of new services by, and the marketing and
pricing activities of, industry participants. We will compete with numerous
other businesses engaged in each such industry which market competitive services
and products as those marketed and planned to be marketed by the Company, many
of which businesses have or may have substantially greater capital and other
resources than the Company. Certain of our emergency management software
competitors have a greater installed base of software and larger sales forces
and software development teams than we have. Such companies may also have
greater financial resources than we do. The greater financial resources of many
cellular telephone companies, as well as certain 800 MHz SMR service providers,
currently permit such entities to offer creative pricing and incentive packages
which we cannot presently offer and may not be able to offer in the future.
Improvements in technology may adversely impact the demand for our services,
which could adversely affect our operations. Other modes of wireless
communications such as cellular, specialized mobile radio (800 and 900 MHz),
personal communications systems ("PCS") and one-way paging are examples of
current competing technology. While we believe, due to the costs for such
services compared to the relatively low cost of 220 MHz SMR service, that 220
MHz SMR service may be ideal for radio dispatch and data subscribers as well as
other potential end-users, including providers of emergency management services,
no assurances are given that we are correct in our belief, or that we will
successfully compete.


FCC REGULATIONS GENERALLY. The licensing, construction, operation, sale,
interconnection arrangements and acquisitions of 220 MHz SMR systems are
regulated by the FCC. These regulations are subject to change, which changes
could adversely affect our financial condition and results of operation.

THE SARBANES-OXLEY ACT HAS INCREASED OUR LEGAL, ACCOUNTING AND ADMINISTRATIVE
COSTS. The Sarbanes-Oxley Act, passed by Congress in 2002, has substantially
increased our legal, accounting and administrative costs in order to comply with
its provisions, as is the case with public companies generally. It is expected
that such Act, together with various SEC rules and regulations implementing such
Act, will continue to impact such costs in view of the evolving regulatory
environment.

WE HAVE CERTAIN ANTI-TAKEOVER PROVISIONS IN OUR ARTICLES OF INCORPORATION AND
BYLAWS. Our Articles of Incorporation, as amended, provide for a staggered Board
of Directors. Mr. Klein's term expires in 2003. Our Articles of Incorporation,
as amended, also provide for a substantial number of shares of common stock and
"blank check" preferred stock authorized for issuance. Our Bylaws provide, among
other things, and in pertinent part, that nominations for election to our Board
of Directors, other than those made by the Board of Directors, shall be made by
written notification delivered to the Company not less than 20 and not more than
50 days prior to any annual or special meeting of shareholders called for the
election of directors. Such provisions may have the effect of discouraging any
takeover of the Company by others.

PENNY STOCK SALES RULES MAY ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK. The
Securities Exchange Commission ("SEC" or "The Commission") has adopted
regulations, which generally define penny stock to be equity securities that
have a market price of less than $5.00 per share. Such designation imposes
additional sale practice requirements on broker/dealers which sell such
securities to persons other than established customers and institutional
accredited investors. For transactions covered by these regulations, a
broker/dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale. These regulations may restrict the ability of brokers, dealers and
investors to sell our common stock to the extent our common stock may ever be
publicly traded and be subject to such regulations. We have over 15 million
shares outstanding, and have limited lock-up agreements with many of our
shareholders which limit their selling activity for a period of time after when
we may commence trading. While we plan to make application to trade our common
stock on the OTCBB, we have not yet determined when we will make such
application. There is no assurance that, if and when our stock begins trading,
our stock price will increase, or excessive selling pressure would not adversely
affect our share price.

                                       19
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.


In addition to the historical information contained herein, we make statements
in this Report on Form 10-KSB, as amended, and in other reports we file with the
SEC under the Securities Exchange Act of 1934 ("Exchange Act") that are
considered forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Sometimes these statements
will contain words such as "believes, " expects, " intends" "should," "will,"
"plans," and other similar words. These statements are not guarantees of our
future performance and are subject to risk, uncertainties, and other important
factors, certain of which are discussed herein under the heading "Factors That
May Affect Future Operating Results" and in other reports we file with the SEC
that could cause our actual performance or achievements to be materially
different from those expressed in any forward-looking statements made by or on
our behalf. Given these uncertainties, undue reliance should not be placed on
these forward-looking statements. We do not assume the obligation to update any
forward looking statements.


OVERVIEW


This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" should be read in conjunction with the Financial Statements of the
Company accompanying this Report, as amended.


We provide emergency management and first responder software, and wireless voice
and data communications equipment for public safety, critical infrastructure,
homeland security, and industrial / commercial markets. We are expending
resources to improve the functionality and breadth of our software solutions so
we can offer integrated emergency management products and services across a
broad spectrum of potential users including state, county and local emergency
operations centers ("EOCs"), federal and state agencies, and public safety
users, including police, fire and rescue, and hospitals and ambulances. As a
result of recent acquisitions and planned additional acquisitions of 220 MHz
licenses, we plan to develop and offer spectrum efficient data and voice
communications networks. From time to time, we engage in discussions with owners
of 220 MHz SMR FCC licenses, and may make additional acquisitions of such
assets. We also are in discussions with various companies to market jointly
additional products that are complementary to our emergency management systems
solutions, including global positioning systems providers and sensor companies
with products that detect radiation, weather and other data we believe may be
important to an EOC.

Furthermore, we plan to introduce an integrated emergency management
software/sensor communication/220MHz radio communication systems solution (the
"Integrated Model"). We have successfully conducted a demonstration of the
technical effectiveness of the system for potential customers using a limited
number of sensor devices. We plan to develop the system further including
working with sensor manufacturers to develop additional sensor applications for
integration. Such an integrated system would enhance the capabilities of EOCs,
event managers, first responders and managers of critical infrastructure to
monitor and respond quickly to potential threats and incidents. While we will
continue to offer and service voice dispatch customers in our existing markets,
we plan to devote resources to develop data and telemetry services. These
services are planned to include transmitting sensor data to our incident
management software, SCADA (Supervisory Control and Data Acquisition) for
utilities and other critical infrastructure, AVL (automatic vehicle location)
and offering analog data transmission to customers on the 800 MHz band. In
addition, we develop, operate and manage 220 MHz SMR wireless voice and data
communications services in the commercial sector. Such commercial markets could
also include data communications for monitoring of critical infrastructure.

Our objectives over the next twelve months are to: (a) continue to market and
sell our emergency management software systems; (b) continue the acquisition of
select assets comprising constructed 220 MHz SMR systems; (c) introduce the
Integrated Model; and (d) develop our telemetry and commercial data transmission
markets. As to potential asset acquisitions, the plan is to select markets that
can serve our targeted emergency management markets while also having adequate
available channel density and population base to develop commercial markets. No
assurances can be given, however, that we will meet our objectives, that our
business will ever be successful or that we will ever be or remain profitable.

RESULTS OF OPERATIONS

Total revenues for fiscal 2003 were $1,223,270, an increase of $946,615 or 342%
over the prior year's sales of $276,655. Sales of radio products and airtime
increased from $239,050 in fiscal 2002 to $941,735 in fiscal 2003, an increase
of $702,685, or 294%, primarily due to sales of radios and repeaters for a
commercial project with Hoosier Energy Rural

                                       20
<PAGE>

Electric Cooperative, Inc. ("Hoosier") and to increased sales of radios to
owners of unrelated systems. The sale to Hoosier was a sale of products and
installation of a SCADA data communications system using the 220 MHz spectrum.
We will solicit sales of similar system installations to other potential
customers. Sales of radios for resale are not considered to be a core component
of our growth strategy, although they may continue in the near term. Sales of
public safety software and services were $281,535 in fiscal 2003 compared to
$37,605 in 2002; revenues in 2002 included only three months of sales as we
first entered into our emergency management software sub-licenses in April of
2002. We temporarily discontinued sales of the GeoCommand software in the fourth
quarter of fiscal 2003 pending the outcome of certain litigation which was
favorably resolved. In addition, we limited our marketing efforts for the EM2000
software during the fourth quarter of fiscal 2003 and first quarter of fiscal
2004 while making substantial changes to the program. In August 2003, the
Company introduced a substantially improved version of the EM/2000 software
that, in addition to improved functionality, provides a web-based version that
gives customers access to a database via the internet. In April 2003, we
modified our software licenses with new customers that will require us to
amortize license fees over the term of the license; at June 30, 2003 we had
$70,000 of deferred license revenues.

Cost of sales for radio products in fiscal 2003 increased to $664,016, a
$444,393 or 202% increase over the cost of sales of $219,623 in fiscal 2002.
Gross margin as a percent of sales increased to 53% in 2003 compared to 21% in
the prior year due to the sale of higher margin products and also to lower costs
resulting from special purchases from manufacturers which were liquidating
inventory. The special purchases will not continue in future periods.
Depreciation increased $188,454 to $194,480 in fiscal 2003 from $6,026 in the
prior fiscal year due to the acquisition of communications equipment related to
the 220 MHz SMR FCC licenses which we acquired in February of 2003. Amortization
expense increased $589,140 to $670,436 in fiscal 2003 from $81,296 in the prior
fiscal year due primarily to the amortization of 220 MHz SMR FCC licenses which
we acquired in February of 2003. Including the acquisition closed on June 30,
2003, amortization for licenses acquired to date will increase to $1,660,447 and
depreciation for assets acquired to date will increase to $542,443 in fiscal
2004. We lease facilities on existing tower sites to avoid the cost of tower and
shelter construction. The 220 MHz SMR FCC licenses require us to maintain
transmission operations in order to keep ownership of the licenses. We will
continue to pay tower rents to continue transmissions on sites, even though some
sites may not be generating current income, in order to maintain ownership of
these licenses.

Administration expense increased $2,432,909, or 142%, to $4,142,896 in fiscal
2003 compared to $1,709,987 in fiscal 2002 due to higher wages, legal and
professional fees, travel and rent expenses. We were in operation for all of
2003 compared to only eight months in 2002. Wages and benefits increased
$1,975,283 in fiscal 2003 to $2,363,090 from $387,807 in the prior fiscal year.
Consulting fees decreased $463,628 to $275,190 in fiscal 2003 compared to
$738,818 in fiscal 2002; many administrative and business development functions
were performed by outside consultants during fiscal 2002, and were replaced by
full time employees during fiscal 2003. Legal and professional costs increased
$225,904 to $469,656 in fiscal 2003 from $243,752 in the prior fiscal year due
to costs associated with acquisitions in February and June 2003, the litigation
related to the GeoCommand software, and legal and professional costs associated
with financing activity and being a public reporting company. Travel expense
increased $125,052 to $183,613 in fiscal 2003 compared to $58,561 in fiscal 2002
due to increased sales, marketing and administrative travel. Rent expense
increased $124,687 to $185,960 compared to $61,273 in the prior fiscal year due
to increased space requirements and a full year of rent compared to only eight
months in the prior year.

We believe that we will have to significantly increase the number of our
personnel over the next approximately 12-18 months as our business may expand
due to the numerous employee functions inherent in our business, i.e., sales,
marketing, service, computer programming, and other services.

The Company's reportable business segments are strategic business units that
offer distinctive products that are marketed through different channels. The two
reportable segments of the Company for the years ended June 30, 2003 and 2002
are land mobile radio sales and public safety software and consulting.
Information for our reportable segments is as follows:

                                                         2003          2002
                                                     -----------    -----------
Sales - Land Mobile Radio (LMR)                      $   941,735    $   239,050
Sales - Public Safety                                    281,535         37,605

Cost of Sales - LMR                                      664,016        219,623
Cost of Sales - Public Safety                             14,578             --

Depreciation and amortization - LMR                      847,995         70,321
Amortization - Public Safety                              43,900         10,975

Segment loss - LMR                                      (570,276)       (50,894)
Segment income - Public Safety                           223,057         26,630

Depreciation - administrative                             26,980          6,026

Unallocated general and administrative expenses        4,142,896      1,709,987

Operating loss                                       $(4,463,135)   $(1,740,277)

                                       21
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES


Our financial statements appearing elsewhere in this Report, as amended, have
been prepared on a going concern basis that contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. Management realizes that we must generate capital and revenue
resources to enable us to achieve profitable operations. To the extent that we
are unable to obtain additional working capital from operations and/or other
sources as required or otherwise desired, our consolidated financial statements
will be materially affected.


At June 30, 2003, we had stockholders' equity of $20,610,262, tangible net worth
of $5,321,382 and working capital of $1,602. We have no long term debt at June
30, 2003. Since our inception, we have incurred losses of $(6,320,563) and
during the last two fiscal years, we used cash in operations of ($4,985,922).
Our operations and acquisitions have been funded primarily by the sale of common
stock with gross proceeds of approximately $9,045,000 from October 17, 2001
through September 11, 2003 (approximately $4,042,500 during fiscal 2002,
$4,320,000 during fiscal 2003 and $682,500 subsequent to year end through
September 11, 2003) in private equity financing from certain accredited
investors. These funds have been used for working capital and general corporate
purposes and acquisition and licensing costs in furtherance of our business
plan. There are no current arrangements with purchasers for any of our
securities.

The Company has used a significant portion of the equity raised to obtain three
separate licensing agreements for certain products and services. One agreement
was completed in February 2002, and the other two in April 2002. These
agreements and the related costs through June 30, 2003 are as follows:

                                                                Amount
                                                                 Paid
                                                              -----------
220 MHz spectrum use agreement                                $1,000,000
220 MHz radio patent and technology agreement                    569,000
Exclusive software license                                       439,000
                                                              ----------
Total                                                         $2,008,000
                                                              ----------

On February 7, 2003, we entered into an asset purchase agreement with various
license and equipment owners to acquire sixty-seven 220 MHz SMR licenses issued
by the FCC and related communications equipment for an aggregate purchase price
of $14,600,000. This purchase price has been paid by the issuance of 5,168,000
shares of our restricted common stock, valued at $2.50 per share and the
assumption of certain obligations totaling $1,680,000. On June 30, 2003, we
entered into an asset purchase agreement with various license and equipment
owners to acquire thirty-seven 220 MHz SMR licenses issued by the FCC and
related communications equipment plus other receivables with a value of
$1,220,000 for an aggregate purchase price of $6,485,000. This purchase price
has been paid by the issuance of 2,274,000 shares of our restricted common
stock, valued at $2.50 per share and the assumption of certain obligations
totaling $800,000. Through June 30, 2003, our capital resources have been used
to pay approximately $800,000 of the obligations assumed with these acquisitions
and also to pay for administrative and legal costs necessary to close the
acquisitions. In the February and June 2003 acquisitions, we acquired certain of
the 220 MHz SMR licenses and systems which were provided under the spectrum use
agreement. Accordingly, we reduced the purchase price of the acquisitions in the
amount of $680,000, which is the estimated value of the licenses related to the
systems acquired.


On an ongoing basis, we review potential acquisitions and may ultimately acquire
additional 220 MHz SMR licenses, radio technology and software licenses. Such
acquisitions, if effected, will require additional capital resources to pay for
the legal and administrative costs of the acquisitions, any obligations that
might be assumed as part of the acquisition terms, and any costs to integrate
such acquisitions into our operations.


Revenues from operations are not currently adequate to sustain present
operations and we will continue to require funding from outside sources for the
currently foreseeable future, the availability of which cannot be assured. If we
determined to accelerate our operational and marketing plans, we will require
substantial additional capital within a shorter time period.

                                       22
<PAGE>


We currently plan to seek additional equity financing during fiscal 2004 on a
private placement basis of up to approximately $7,000,000 from one or more
accredited investors. To the extent that we receive at least $5,000,000 of
proceeds, of which no assurances are given, these funds together with funds on
hand and funds anticipated from operations are anticipated to provide sufficient
capital to meet our cash and operational requirements for up to approximately
one year from the receipt of such funds. These requirements include the
expenditure of approximately $1,000,000 on public safety software development
and development of applications to integrate our software systems with the 220
MHz SMR communications systems. In the event we receive the maximum proceeds
which we are currently seeking, we would use up to $2,000,000 of such proceeds
to pay the cash portion of potential acquisitions, including approximately
$700,000 in cash payments for the possible Sophia acquisition and to improve our
existing radio technology including developing a new, smaller portable radio
product with greater power output. To the extent that we do not raise additional
capital, we may not have sufficient funds to close the Sophia acquisition, and
our operating plans to introduce an integrated emergency management
software/sensor communication/220MHz radio communication systems solution will
be limited until we develop improved radio technology. In addition, without the
Sofia acquisition, we would not have a nationwide license which would allow us
to offer our products and services nationwide, and would be limited to the
markets that we presently service.

Conversely, if we received less than $3,000,000 in additional capital, we would
have to limit our operational and marketing plans. To the extent that we raise
less capital, we nevertheless intend to proceed with our operational and
marketing plans, but would take steps to reduce outlays in various operational
areas as follows: reduce level of planned administrative staffing; curtail
spending on 220 MHz operations; reduce public safety computer programming
development of new products; reduce public safety computer programming
development of existing products; and seek to sell select assets, as may be
required, from time to time, for cash proceeds.

In the event we were to receive little or no additional proceeds, such event
will significantly restrict our operations and will have a substantial adverse
effect on the Company and shareholders. The failure of the Company to obtain
financing as needed would have a material adverse effect upon the Company and
its business as we believe our current cash position and anticipated receipts
will enable us to sustain current operations for up to approximately four (4)
months. There is no assurance that the Company will be able to obtain additional
capital as required or otherwise desired, or otherwise obtain additional capital
on terms acceptable to the Company.

We do not anticipate any material capital expenditures for our existing
operations. No material additional capital expenditures are required for the 220
MHz SMR licenses that we acquired during fiscal 2003; we acquired the related
communications equipment on most of these sites as part of these previously
described acquisitions. Our immediate capital expenditure requirements, which
are anticipated to be less than $100,000, consist primarily of computer
equipment and office furniture for software development activities and to
support additional administrative and sales personnel. However, we will require
capital expenditures to develop our Integration Model, including additional
costs to create an integrated emergency management software, sensor and
communications network, although an estimate of such aggregate costs is not
quantifiable at this time. We may absorb certain of the costs of the Beta
version of the Integration Model that in future installations would be charged
to customers.

We do not currently anticipate purchasing, leasing or selling any plant or
significant equipment during approximately the next twelve (12) months except to
the extent that we may engage in acquiring additional 220 MHz SMR assets and
equipment, including the possible Sophia acquisition. To the extent that we
engage in such acquisitions, we plan to utilize shares of the Company's common
stock for such purposes, and may assume certain obligations and debt in such
transactions. Such common stock issuances, as well as any common stock issuances
for cash, to the extent effected, will have the effect of creating further
shareholder dilution. The Company plans to adopt a stock option plan following
its June 30, 2003 year end for a to-be determined number of shares of common
stock. Any issuances of common stock under such plan will cause dilution to
existing shareholders.

We do not believe that inflation has had a material effect on our results of
operations. However, there can be no assurances that our business will not be
affected by inflation in the future. We do not generally believe that our
business is seasonal; however, we are aware of the fact that federal government
agencies which may be interested in our emergency management software products
and services generally expend budgeted funds allocated to them by September 30
of each calendar year and that state agencies (and local municipalities,
including counties, cities and towns, all of which generally follow the
expenditure period of the state in which they are located) generally expend
budgeted funds allocated to them by either June

                                       23
<PAGE>

30 or September 30 of each calendar year, depending upon the particular state.
As such, we may find in some instances that sales of our emergency software
products and services may be greater in or around such time periods.

We have no off balance sheet arrangements.

SEGMENT REPORTING DISCLOSURES

The Company's reportable business segments are strategic business units that
offer distinctive products that are marketed through different channels. The two
reportable segments of the Company for the years ended June 30, 2003 and 2002
are land mobile radio sales and public safety software and consulting. The
Company's accounting policies for segments are the same as those described in
the summary of significant accounting policies below. Management evaluates
segment performance based on segment profit and loss.

SIGNIFICANT ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was recently released by the SEC,
requires all companies to include a discussion of critical accounting policies
or methods used in the preparation of financial statements. Note 1 of the Notes
to the Financial Statements includes a summary of the significant accounting
policies and methods used in the preparation of our Financial Statements. The
following is a brief discussion of the more significant accounting policies and
methods. In addition, Financial Reporting Release No. 61 was recently released
by the SEC requiring all companies to include a discussion to address, among
other things, liquidity, off-balance sheet arrangements, contractual obligations
and commercial commitments.

Principles of Consolidation

The consolidated financial statements include the accounts of BizCom U.S.A.,
Inc. and its subsidiaries. All material intercompany balances and transactions
have been eliminated in consolidation.

Accounts Receivable

We provide an allowance for doubtful accounts equal to the estimated
uncollectible amounts. Our estimate is based on historical collection experience
and a review of the current status of trade accounts receivable. It is
reasonably possible that our estimate of the allowance for doubtful accounts
will change.

Inventory

Inventory consists primarily of 220 MHz radios and radio components held for
resale, and are being carried at the lower of cost (first-in, first-out method)
or market.

Property and Equipment

Property and equipment, consisting of computer, office and communications
equipment, is recorded at acquisition cost and depreciated using the
straight-line method over the estimated useful lives of the assets, which is
presently five years for office and computer equipment and seven years for
communications equipment.

Intangible Assets

We have adopted Statement of Financial Accounting Standards ("SFAS") No. 142
"Goodwill and Other Intangible Assets" as of July 1, 2001. Intangible assets are
recorded at acquisition cost, which is considered to be fair value per SFAS No.
142. Certain of our intangible assets are licensing agreements that will be
amortized over their expected useful life. The method of amortization shall
reflect the pattern in which the economic benefits of the intangible asset are
consumed or otherwise used up. If that pattern cannot be reliably determined, a
straight-line amortization method shall be used. We review these intangible
assets periodically to assess whether the carrying amount will be fully
recovered through estimated future operating cash flows. An impairment loss is
recorded if the carrying amount exceeds the present value of the estimated
future cash flows. Our plan of operation has not yet been fully implemented. We
have determined based upon our operating plans and future expectations that
there is no impairment at June 30, 2003.

Our intangible asset that arose from the purchase of a software license is
amortized following the provisions of SFAS No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed." This asset will be
amortized on a product-by-product basis, and shall be the greater of (a) an
amount computed based on anticipated future gross revenues,

                                       24
<PAGE>

or (b) an amount computed on a straight-line method over the remaining economic
life. An impairment loss will be recorded if the unamortized cost exceeds net
realizable value.

Revenue Recognition

Revenue generated from radio sales is generally recognized at the time the goods
are shipped. Revenue from software sales and related consulting services is
generally recognized at the time the product and/or service has been delivered
and/or accepted by the customer. In April 2003, we adopted a new licensing
agreement that requires customers to renew the license annually to continue
using the license. Sales and customer support revenues generated under the
revised license agreement will be amortized ratably over the term of the
license. At June 30, 2003, we had deferred revenue of $70,000 related to license
sales.

Estimates

The preparation of 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 date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ materially from those
estimates.

Net Loss per Share

We follow the provisions of SFAS No. 128, "Earnings per Share," which requires
companies with complex capital structures or common stock equivalents to present
both basic and diluted earnings per share ("EPS") on the face of the income
statement. Basic EPS is calculated as income available to common stockholders
divided by the weighted average number of common shares outstanding during the
period. Diluted EPS is calculated using the "if converted" method for common
stock equivalents.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but does
not require, companies to record employee stock option compensation plans at
fair value. We have chosen to apply Accounting Principles Board Opinion ("APB")
No. 25, "Accounting for Stock Issued to Employees" for our employee stock option
grants. Under APB No. 25, if the exercise price of the Company's stock options
is less than the market price of the underlying stock on the date of grant, we
must recognize compensation expense; otherwise, no compensation is recorded.
SFAS No. 123 will be followed for disclosure purposes only. For transactions
with other than employees, in which services were performed in exchange for
stock or other equity instruments, the transactions are recorded on the basis of
the fair value of the services received or the fair value of the issued equity
instrument, whichever is more readily measurable.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 142 which is effective for years
beginning after December 15, 2001 and must be applied as of the beginning of
such year to all goodwill and other intangible assets that have already been
recorded in the balance sheet as of the first day in which SFAS No. 142 is
initially applied, regardless of when such assets were acquired. Goodwill
acquired in a business combination whose acquisition date is on or after July 1,
2001, should not be amortized, but should be reviewed for impairment pursuant to
SFAS No. 121. We have adopted the provisions of SFAS 142 in our financial
statements for the year ended June 30, 2002.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" which establishes standards for the initial measurement and
subsequent accounting for obligations associated with the sale, abandonment, or
other type of disposal of long-lived tangible assets arising from the
acquisition, construction, or development and/or normal operation of such
assets. SFAS No. 143 is effective for years beginning after June 15, 2002, with
earlier application encouraged.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." The provisions of the statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
SFAS No. 145 rescinds the provisions of SFAS No. 4 which require

                                       25
<PAGE>

companies to classify certain gains and losses from debt extinguishments as
extraordinary items, eliminates the provisions of SFAS No. 44 regarding
transition to the Motor Carrier Act of 1980 and amends the provisions of SFAS
No. 13 to require that certain lease modifications be treated as sale leaseback
transactions. The provisions of SFAS No. 145 related to classification of debt
extinguishments are effective for fiscal years beginning after May 15, 2002.
Earlier application is encouraged.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Restructuring
Costs." SFAS No. 146 applies to costs associated with an exit activity
(including restructuring) or with a disposal of long-lived assets. Those
activities can include eliminating or reducing product lines, terminating
employees and contracts and relocating plant facilities or personnel. Under SFAS
No. 146, we will record a liability for a cost associated with an exit or
disposal activity when that liability is incurred and can be measured at fair
value. SFAS No. 146 will require the Company to disclose information about its
exit and disposal activities, the related costs, and changes in those costs in
the notes to the interim and annual financial statements that include the period
in which an exit activity is initiated and in any subsequent period until the
activity is completed. SFAS No. 146 is effective prospectively for exit or
disposal activities initiated after December 31, 2002, with earlier adoption
encouraged. Under SFAS No. 146, a company cannot restate its previously issued
financial statements and the new statement grandfathers the accounting for
liabilities that a company had previously recorded under Emerging Issues Task
Force Issue 94-3.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.
123". SFAS No. 148 amends SFAS No. 123, "Accounting for Stock Based
Compensation" and provides alternative methods for accounting for a change by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require disclosure in the significant accounting policy footnote of both annual
and interim financial statements of the method of accounting for stock
based-compensation and the related pro forma disclosures when the intrinsic
value method continues to be used. The statement is effective for fiscal years
beginning after December 15, 2002, and disclosures are effective for the first
fiscal quarter beginning after December 15, 2002.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. This statement is
effective for contracts entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous pronouncements, issuers could
account for as equity. The new accounting guidance contained in SFAS No. 150
requires that those instruments be classified as liabilities in the balance
sheet.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this Statement are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2003.

The Company does not believe the adoption of these standards will have a
material impact to its financial statements.

ITEM 7. FINANCIAL STATEMENTS.


The Company's consolidated financial statements and the notes thereto appear in
Part III. Item 13. of this Report, as amended.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.


The information required by this item was previously disclosed in a Form 8-K
filed with the Commission on November 1, 2002.


                                       26
<PAGE>

ITEM 8A.  CONTROLS AND PROCEDURES.


The Company's principal executive and financial officer has evaluated the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) or 15d-15(e)) as of the end of the period covered by this Report, as
amended. Based on the evaluation, such person concluded that the Company's
disclosure controls and procedures as of the end of the period covered by this
Report, as amended, have been designed and are functioning effectively to
provide reasonable assurance that the information required to be disclosed by
the Company in reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. We believe that a control system, no matter how well designed and
operated, cannot provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected.


                                       27
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
---------------------------------------------------------------------
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
        --------------------------------------------------

The following table sets forth as of the date hereof, except as otherwise noted,
the names, ages and positions held with respect to each Director, Executive
Officer, and significant employees expected to make a significant contribution
to the Company:

<TABLE>
<CAPTION>
 Name of Officer        Age    Position With Company                       Period Served
 -----------------------------------------------------------------------------------------
<S>                     <C>     <C>                                          <C>
Hanan "Hank" Klein      62      Chairman of the Board of Directors
                                Chief Executive Officer, President          August 1, 2001
                                Secretary                                   to date

 David L. George         50     Chief Operating Officer,
                                Chief Technical Officer,                    April 29, 2002
                                President/Land Mobile Radio                 to date
                                Division

 Edward W. Lent III      56     Former Director, Former Executive Vice      October 2001 to
                                President/ Public Safety                    October 14,2002
</TABLE>

There are no family relationships between the directors, executive officers,
significant employees or any other person who may be selected as a director or
executive officer of the Company. None of the Company's directors or executive
officers is a director of any company that files reports with the SEC except as
otherwise disclosed below. None of the Company's Directors have been involved in
legal proceedings except as otherwise disclosed below.

All directors of the Company hold office until the next annual meeting of
stockholders or until their successors are elected and qualified. Our employee
directors have not received any additional compensation since inception for
acting in such capacity and the Company has no plans to establish such a
compensation plan.

Mr. Klein has been the Company's Chairman of the Board, Director, Chief
Executive Officer, President and Secretary of the Company since August 1, 2001.
Mr. Klein was appointed to serve as a director for the class of directors whose
term expires at the 2003 annual meeting of shareholders. Mr. Klein devotes full
time to the business and affairs of the Company. From approximately January 2000
to August 2001, Mr. Klein served as president of an entity engaged in the
purchase and resale of 220 MHz SMR radio equipment. From 1993 to approximately
August 2001, a company owned by Mr. Klein was engaged as an independent
contractor to several 220 MHz SMR systems owners pursuant to which he provided
sales and marketing services to such entities.

Mr. George was retained on April 26, 2002 to serve, effective April 29, 2002 as
the Company's Chief Operating Officer, Chief Technical Officer and
President/Land Mobile Radio Division. Mr. George is currently and since November
1995 has been a member of the Board of Directors of Powerwave Technologies,
Inc., a company which designs, manufactures and markets advanced radio frequency
(RF) power amplifiers for use in wireless communications networks worldwide, and
is listed on the NASDAQ Stock Market. Prior to joining the Company, Mr. George
was in private practice providing consulting services to participants in the
wireless industry, which he will continue to do on a part-time basis provided
such activities do not materially conflict with his duties to the Company. From
June 2000 to June 2001, he was Executive Vice President of Operations for
Securicor Wireless, Inc., a large mobile radio network provider. Mr. George was
the co-founder and served as Executive Vice President and Chief Technical
Officer of ComSpace Corporation ("Comspace"), formerly known as Unique
Technologies, International, L.L.C., a wireless technology development company
from February 1994 to June 2000. Comspace filed for protection under Chapter 7
of the U.S. bankruptcy laws in March 2002. From November 1983 to February 1994,
Mr. George served as Vice President, Director of Operations, Commercial Division
of Uniden America. A member of the Institute of Electrical and Electronic
Engineers (I.E.E.E.) for 22 years, he holds several patents relating to wireless
technology and networks.

Mr. Lent was appointed as a director of the Company in October 2001 and was
appointed to serve as a director for the class of directors whose term expires
at the 2002 annual meeting of shareholders. He was retained in March 2002 as
Executive Vice President/Public Safety. Mr. Lent resigned from all officer,
director and employee positions as of October 14, 2002 and entered into an
agreement with the Company as of that date in connection therewith. See "PART
III, ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. "

                                       28
<PAGE>

Except as described above, no current director, officer, affiliate or promoter
of the Company has within the past five years been subject to any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time, been convicted in or been the subject of any pending
criminal proceedings (excluding traffic violations and other minor offenses),
been the subject of any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting such person's
involvement in any type of business, securities or banking business, or been
found by a court of competent jurisdiction (in a civil action), the SEC, or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.

The Company's Articles of Incorporation, as amended, provide for three classes
of directors, and further provide that directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of shareholders after their election.
Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement disqualification, removal from
office or other cause shall be filled by a majority vote of the directors then
in office, and the directors so chosen shall hold office for a term expiring at
the annual meeting of shareholders at which the term of the class to which they
have been elected expires. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

All directors hold office, subject to such staggered board provisions, until the
next annual meeting of shareholders of the Company and until their successors
are elected and qualified. Officers hold office until the first meeting of
directors following the annual meeting of shareholders and until their
successors are elected and qualified, subject to earlier removal by the Board of
Directors, and subject to any employment agreements.

There are no provisions in our Articles of Incorporation, as amended, or bylaws
that would delay, defer, or prevent a change of control, except to the extent as
may be influenced by staggered board of director provisions in our Articles of
Incorporation, as amended, and the ability of the Board of Directors to issue
shares of preferred stock with such designations, rights and preferences as the
Board of Directors may, in its sole discretion, determine. We have no current
plans to issue any of such preferred stock.

EMPLOYMENT AGREEMENTS

We currently have only one formal employment agreement with a member of our
senior management team. We entered into a three year employment agreement with
Mr. David George on April 26, 2002 to serve, effective April 29, 2002, as our
Chief Operating Officer, Chief Technical Officer and President of our Land
Mobile Radio Division. Such agreement generally provides for an annual salary of
$130,000, the grant of warrants to purchase 120,000 shares of the Company's
common stock vesting over such three year period (37,500 shares vesting as of
July 30, 2002, 2,500 shares vesting as of August 30, 2002 and 2,500 shares
vesting on the last business day of each month thereafter provided Mr. George is
then an employee of the Company) exercisable at $3.00 per share for a period of
ten years from the date of grant, subject to customary adjustments. Mr. George
had the right to receive certain stock options based upon specified performance
criteria relating generally to the sale of 220 MHz SMR radios and related
equipment; such criteria was not met for the fiscal year ended June 30, 2003.

Mr. Klein currently is compensated in his Chief Executive Officer capacity at a
salary of $175, 000 per annum with a minimum annual bonus of $25,000, payable
quarterly. See also "PART III. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."

On May 19, 2003, we retained the services of a consultant to provide financial,
accounting and strategic planning services at a rate of $110,000 per year.

We intend to recruit additional senior company management and key employees
having substantial finance, marketing and sales experience in the 220 MHz SMR
and public safety/emergency disaster relief management markets. It is
anticipated that certain of such persons' compensation packages will include
salary and incentive stock options. Any future issuances of stock options could
dilute the voting rights and economic interests of holders of shares of common
stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act and the rules thereunder require our officers
and directors, and persons who beneficially own more than ten percent of a
registered class of our equity securities, to file reports of ownership and
changes in ownership

                                       29
<PAGE>

with the Commission and to furnish us with copies.

Based on our review of the copies of the Section 16(a) forms received by us, or
written representations from certain reporting persons, we believe that, during
the last fiscal year, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were timely
filed.

CODE OF ETHICS


We have adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, a copy of which is filed as
an exhibit to this Report, as amended.


ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth, for the fiscal years ended June 30, 2003 and
2002, certain information regarding the compensation earned by the Company's
named executive officers. No other executive officer received an annual salary
and bonus for fiscal year 2003 and 2002 in excess of $100,000 with respect to
services rendered by any of such persons to the Company and its subsidiaries.

                           SUMMARY COMPENSATION TABLE
================================================================================
<TABLE>
<CAPTION>
                                                               Long Term Compensation
                           Annual Compensation                         Awards
                           --------------------------------    ------------------------
                                                               Restricted    Securities
Name and                                       Other Annual      Stock       Underlying
Principle         Fiscal  Salary     Bonus     Compensation     Awards        Options
Position          Year     ($)        ($)          ($)           ($)           (#)
-------------     ----   --------   --------   ------------    ----------    ----------
<S>               <C>    <C>        <C>        <C>                 <C>        <C>
Hanan Klein,      2003   $127,692   $ 60,000         --            --              --
CEO, President    2002   $ 36,077         --   $122,750(a)         --              --
Chairman

David George,     2003   $130,000         --         --            --              --
COO               2002   $ 14,000         --         --            --         120,000
</TABLE>

(a) Other annual compensation in 2002 to Hanan Klein was consulting fees earned
and paid prior to the commencement of his receipt of full time compensation in
May 2002.

We have not entered into any Long-Term Incentive Plan Awards since inception.

No member of management, including our prior Chief Executive Officer, Mr. Gary
D. Lipson, earned more than $100,000 in the fiscal year ended June 30, 2001. Our
prior Chief Executive Officer, Mr. Gary D. Lipson, did not earn any compensation
for the fiscal year ended June 30, 2002 or June 30, 2001.

STOCK OPTION GRANTS
-------------------

There were no stock options or stock appreciation rights granted to any
executive officers or directors in the last three fiscal years or any stock
option exercises by any such persons during such time period. We awarded a
warrant to purchase 120,000 shares of our common stock to our Chief Operating
Officer as part of his employment agreement. See also "PART III. ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16 (A) OF THE EXCHANGE ACT - EMPLOYMENT AGREEMENTS."

STOCK OPTION PLAN
-----------------

We plan shortly to adopt shortly an incentive based employee stock option plan
for senior management and key employees, the number of shares are subject to and
terms and conditions of which are still to be determined. Any further issuances
of such options could dilute the voting rights, and economic interests of
holders of common stock.

                                       30
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth as of September 11, 2003: (i) each of the
Company's officers and directors, (ii) each person who is known by the Company
to own beneficially more than 5% of the outstanding shares of common stock, and
(iii) all of the Company's officers and directors as a group:


                                                                Percentage of
  Name and Address of             Amount and Nature of       Outstanding Shares
  Beneficial Owner (1)            Beneficial Ownership(2)    of Common Stock (3)
--------------------------------------------------------------------------------
Hanan "Hank" Klein(4)                              (5)                  (8)
c/o Bizcom U.S.A., Inc.
5440 NW 33rd Avenue, Suite 106
Fort Lauderdale, Florida 33309

David L. George(6)                           70,000(7)                  (8)
c/o Bizcom U.S.A., Inc.
5440 NW 33rd Avenue, Suite 106
Fort Lauderdale, Florida 33309

220 MHz License and System                1,080,000                 7.0%
Acquisition, LLC
c/o SMR Advisory Group, L.C.
7605 Black Olive Way
Tamarac, FL 33321

Officers and director
as a group (2 persons)(9)                    70,000(9)                  (8)

(1) Each of the persons listed has sole voting, investment, and dispositive
power, except as otherwise noted.

(2) Beneficial ownership has been determined in accordance with Rule 13d-3(d)
(1)(i) under the Exchange Act; such rule, generally, includes as beneficial
owners of securities, among others, any person who directly or indirectly
through any contract, arrangement, understanding, relationship, or otherwise has
shares or voting power and/or investment power with respect to such securities,
and any person who has the right to acquire beneficial ownership of such
security within sixty days through a means including but not limited to the
exercise of any option, warrant, right or conversion of a security.

(3) All percentages are based on 15,326,750 shares issued and outstanding as of
September 11, 2003.

(4) Mr. Klein is Chief Executive Officer, President, Secretary and Chairman of
the Board of Directors.

(5) Does not include 11,422 shares of which Mr. Klein may be deemed an indirect
owner of such shares due to his minority interest in certain entities that sold
FCC licenses and communications equipment to the Company during fiscal 2003.

(6) Mr. George is Chief Operating Officer, Chief Technical Officer,
President/Land Mobile Radio Division.

(7) Includes 120,000 shares of common stock underlying a warrant to purchase
such number of shares at an exercise price of $3.00 per share through April
2012, subject to customary adjustments; 37,500 of such shares vested on July 30,
2002 and the balance, 82,500, vest 2,500 shares per month on the last business
day of each month thereafter, provided Mr. George is employed with the Company
on such date.

(8) Represents less than 1% of the issued and outstanding shares.

(9) See footnotes (1) through (8) above.

                                       31
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the past two (2) years, we have not entered into a transaction, nor are
any transactions currently proposed, with a value in excess of $60,000 with an
officer, director or beneficial owner of 5% or more of our common stock, or with
any member of the immediate family of any of the foregoing named persons or
entities, except as described under "PART III. ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE
EXCHANGE ACT-Employment Agreements" and as follows:

We were obligated to repay the Company's former Chief Executive Officer, Gary D.
Lipson, an aggregate of $80,000 previously advanced as loans to the Company by
such person for accounting and other business expenditures together with 5%
simple interest per annum within one year of August 1, 2001. All of such funds
have been timely repaid.

On October 29, 2001, we entered into a consulting agreement with Public Safety
Group LLC ("PSG"), a company whose managing member through August 2002 was Mr.
Lent, a former director and Executive Vice President/Public Safety, of the
Company, who resigned from the Company on October 14, 2002. Such agreement
provided, in summary, for such company, on an as requested consulting basis, to
report to the Company on the current state of the disaster and emergency
management affairs of the U.S., assist us in integrating emergency management
software into a 220 MHz SMR wireless application, and in marketing to various
state and local agencies. A $30,000 advance was paid by the Company to PSG for
such consulting services, which was fully expended. Such consulting relationship
was further expanded to include the long term management software license
agreement between the Company and PSG, previously described herein. See also
"PART I. ITEM 1. DESCRIPTION OF BUSINESS - BUSINESS OF THE ISSUER - MATERIAL
AGREEMENTS" thereunder and "PART III. ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE
ACT" AND "EMPLOYMENT AGREEMENTS" thereunder.

We entered into a three year employment agreement with Mr. David George on April
26, 2002 to serve, effective April 29, 2002, as our Chief Operating Officer,
Chief Technical Officer and President of our Land Mobile Radio Division. Such
agreement generally provides for an annual salary of $130,000, the grant of
warrants to purchase 120,000 shares of the Company's common stock vesting over
such three year period (37,500 shares vesting as of July 30, 2002, 2,500 shares
vesting as of August 30, 2002 and 2,500 shares vesting on the last business day
of each month thereafter provided Mr. George is then an employee of the Company)
exercisable at $3.00 per share for a period of ten years from the date of grant,
subject to customary adjustments, and the right to receive certain stock options
based upon specified performance criteria relating generally to the sale of 220
MHz SMR radios and related equipment.

As of October 14, 2002, the Company entered into an agreement with Mr. Edward W.
Lent III pursuant to which Mr. Lent resigned from all officer, director, and
employee positions with the Company, effective as of such date. Such agreement
provides, in summary, for the Company to pay Mr. Lent an aggregate of $30,000 on
a bi-weekly basis through January 1, 2003, subject to compliance with the other
terms and conditions set forth therein, including certain non-compete provisions
applicable through such period and for two years thereafter relating to the 220
MHz SMR business, the EM/2000, the GeoCommand, and any improvements and/or
modifications thereto.


See also "PART I. ITEM 1. DESCRIPTION OF BUSINESS" concerning proposed Sophia
transaction and acquisition of 220 MHz SMR licenses and related equipment and
PART III. ITEM 11. and footnote (5) thereunder.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.


(a) The following documents are filed as a part of this Report, as amended:

1. FINANCIAL STATEMENTS - beginning on page F-1 of this Report, as amended:


- Independent Auditors' Report

- Consolidated Balance Sheets at June 30, 2003 and 2002

- Consolidated Statements of Operations for the Years Ended June 30, 2003 and
  2002

- Consolidated Statement of Stockholders' Equity (Deficit) for the Years Ended
  June 30, 2003 and 2002

- Consolidated Statements of Cash Flows for the Year Ended June 30, 2003 and
  2002

- Notes to Consolidated Financial Statements

                                       32
<PAGE>

2. EXHIBITS

Exhibit No. Description

3.0  Articles of Incorporation of Bizcom U.S.A., Inc. (incorporated by reference
to Exhibit 3.0 to Amendment No. 2 to Form 10-SB filed on July 23, 2002

3.1  Bylaws (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to Form
10-SB filed on July 23, 2002)

4.0  Form of Common Stock Share Certificate (incorporated by reference to
Exhibit 4.0 to Amendment No.2 to Form 10-SB filed on July 23, 2002)

4.1  Form of Warrant (incorporated by reference to Exhibit 4.1 to Amendment
No. 2 to Form 10-SB filed on July 23, 2002)

4.2  Form of Promissory Note dated August 1, 2001. (incorporated by reference to
Exhibit 4.2 to Amendment No. 2 to Form 10-SB filed on July 23, 2002)

10.0 Exclusive Patent and Related Technology License Agreement by and between
Bizcom and Datamarine International, Inc. (incorporated by reference to Exhibit
10.0 to Bizcom's Amendment No. 2 to Form 10-SB filed on July 23, 2002)

10.1 Amendment to Exclusive Patent and Related Technology License Agreement by
and between Bizcom and Datamarine International, Inc. (incorporated by reference
to Exhibit 10.1 to Amendment No. 2 to Form 10- SB filed on July 23, 2002)

10.2 Consulting Agreement by and between Bizcom and Public Safety Group LLC
(incorporated by reference to Exhibit 10.2 to Bizcom's Amendment No. 2 to Form
10-SB filed on July 23, 2002)

10.3 Exclusive License Agreement by and between Bizcom and the Public Safety
Group LLC (incorporated by reference to Exhibit 10.3 to Amendment No.2 to Form
10-SB filed on July 23, 2002)

10.4 Radio Subscriber Service Agreement (incorporated by reference to Exhibit
10.4 to Amendment No.2 to Form 10-SB filed on July 23, 2002)

10.5 Employment Agreement dated as of April 26, 2002 by and between Bizcom and
David L. George (incorporated by reference to Exhibit 10.5 to Form 10-SB filed
on May 10, 2002)

10.6 Assignment and Amendment of Lease dated July 17, 2002 (incorporated by
reference to Exhibit 10.6 to Form 10-KSB filed on October 15, 2002)

10.7 Agreement by and between Bizcom and Edward W. Lent III dated as of October
14, 2002 (incorporated by reference to Exhibit 10.7 to Form 10-KSB filed on
October 15, 2002)

10.8 Asset Purchase Agreement by and among Bizcom, Bizcom Southern Holdings,
Inc. and certain equipment owners dated as of February 7, 2003 (incorporated by
reference to Exhibit 10.8 to Form 8-k filed on February 13, 2003)

10.9 Asset Purchase Agreement by and between Bizcom and certain
equipment/license owners dated June 30, 2003 (incorporated by reference to
Exhibit 10.9 to Form 8-K filed on July 15, 2003)

10.10 Asset Purchase Agreement by and between Bizcom and certain
equipment/license owners dated June 30, 2003 (incorporated by reference to
Exhibit 10.10 to Form 8-K filed on July 15, 2003)

14.0 Code of Ethics - filed herewith

21.0 Subsidiaries of the Registrant - Bizcom Southern Holdings, Inc., a Florida
corporation; SMR Management, Inc., a Florida corporation (incorporated by
reference to Exhibit 21.0 to Amendment No.2 to Form 10-SB filed on July 23,
2002)

31.0 Certification - filed herewith

31.1 Certification - filed herewith

32.0 Section 1350 Certification - filed herewith



                                       33
<PAGE>

(b) Reports on Form 8-K:

On July 15, 2003, a current report on Form 8-K was filed with the Commission
reporting the acquisition of certain 220 MHz SMR licenses issued by the FCC and
related communications equipment and advances from two unrelated parties.

On July 15, 2003, a current report on Form 8-K was filed with the Commission
reporting the settlement of litigation between the Company and the licensor of
certain emergency management software.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pursuant to SEC Release No. 33-8183 (as corrected by Release No. 33-8183A), the
disclosure requirements of this Item are not effective until the Annual Report
on Form 10-KSB for the first fiscal year ending after December 15, 2003.


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Report, as amended, to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                    BIZCOM U.S.A., INC.
                                    (Registrant)





Date: October 3, 2003               By:  /s/ Hanan Klein
                                    --------------------------------------------
                                    Hanan Klein, Chief Executive Officer


In accordance with the Securities Exchange Act of 1934, this Report, as amended,
has been signed below by the following persons, on behalf of the Registrant and
in the capacities and on the dates indicated.




Signature                               Title                      Date
---------                               -----                      ----



/s/  Hanan Klein                Chief Executive Officer    October 3, 2003
---------------------------     President, Principal
     Hanan Klein                Financial and Accounting
                                Officer, Secretary and
                                Chairman of the Board
                                of Directors



/s/ David L. George             Chief Operating Officer,   October 3, 2003
--------------------------      Chief Technical Officer,
  David L. George               President/Land Mobile
                                Radio Division


                                       34

<PAGE>

                      BIZCOM U.S.A., INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2003 AND 2002




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>



<S>                                                                                                                <C>
Independent Auditor's Report...................................................................................F - 2

Prior Auditor's Independent Auditor's Report...................................................................F - 3

Consolidated Financial Statements:

     Consolidated Balance Sheets at June 30, 2003 and 2002.....................................................F - 4

     Consolidated Statements of Operations for the years ended June 30, 2003 and 2002..........................F - 5

     Consolidated Statements of Stockholders' Equity for the years ended June 30, 2003 and 2002................F - 6

     Consolidated Statements of Cash Flows for the years ended June 30, 2003 and 2002..........................F - 7

Notes to Consolidated Financial Statements......................................................F - 8 through F - 20
</TABLE>


                                      F-1
<PAGE>
<TABLE>


<S>                                                                                          <C>
Michael I. Daszkal, CPA, P.A.               DaszkalBolton LLP                                2401 N.W. Boca Raton Boulevard
Jeffrey A. Bolton, CPA, P.A.            Certified Public Accountants                                   Boca Raton, FL 33431
Timothy R. Devlin, CPA, P.A.                                                                                t: 561.367.1040
Michael S. Kridel, CPA, P.A.                                                                                f: 561.750.3236
Marjorie A. Horwin, CPA, P.A.                                                                         www.daszkalbolton.com
</TABLE>


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Bizcom U.S.A., Inc.

We have audited the accompanying consolidated balance sheet of Bizcom U.S.A.,
Inc. and its subsidiaries (the "Company") as of June 30, 2003, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bizcom U.S.A., Inc.
and its subsidiaries as of June 30, 2003, and the results of their operations
and their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying June 30, 2003 consolidated financial statements have been
prepared assuming the Company will continue as a going concern. The Company
presently has limited operations, and its present level of revenues is not
sufficient to cover all incurred expenses. This raises substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are described in Note 15. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Daszkal Bolton LLP
Boca Raton, Florida
August 18, 2003


                                      F-2
<PAGE>


                          AHEARN, JASCO & COMPANY, P.A.
                          CERTIFIED PUBLIC ACCOUNTANTS



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Bizcom U.S.A., Inc.

We have audited the accompanying consolidated balance sheet of Bizcom U.S.A.,
Inc. and its subsidiaries (the "Company") as of June 30, 2002, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bizcom U.S.A., Inc.
and its subsidiaries as of June 30, 2002, and the results of their operations
and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying June 30, 2002 consolidated financial statements have been
prepared assuming the Company will continue as a going concern. The Company
presently has limited operations, and its present level of revenues is not
sufficient to cover all incurred expenses. This raises substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are described in Note 15. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                                    /s/ Ahearn, Jasco + Company, P.A.
                                    ------------------------------------
                                    AHEARN, JASCO & COMPANY, P.A.
                                    Certified Public Accountants


Pompano Beach, Florida
September 20, 2002


                                      F-3
<PAGE>


BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 AND 2002
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------

                                     ASSETS
                                     ------
                                                                            2003           2002
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
Current assets:
    Cash and cash equivalents                                          $    264,428    $    227,451
    Accounts receivable, net                                                218,656         102,953
    Inventory                                                               137,402         104,423
    Prepaid expenses and other current assets                                    13           8,860
                                                                       ------------    ------------
           Total current assets                                             620,499         443,687
                                                                       ------------    ------------

Property and equipment, net                                               5,072,709         118,347
                                                                       ------------    ------------

Other assets:
    Deposits                                                                  1,474           1,124
    Other receivables                                                       245,597          23,000
    Intangible assets, net                                               15,288,880       1,926,704
                                                                       ------------    ------------
           Total other assets                                            15,535,951       1,950,828
                                                                       ------------    ------------
           Total assets                                                $ 21,229,159    $  2,512,862
                                                                       ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
    Accounts payable and accrued liabilities                           $    548,897    $    218,362
    Deferred revenue                                                         70,000              --
    License obligation payable                                                   --         124,000
                                                                       ------------    ------------
           Total current liabilities                                        618,897         342,362
                                                                       ------------    ------------
Commitments and contingencies

Stockholders' equity:
    Preferred stock, $0.0001 par value; 20,000,000 shares
      authorized; no shares issued and outstanding in 2003
      and 2002, respectively                                                     --              --
    Common stock, $0.0001 par value; 200,000,000 shares authorized;
      15,053,750 and 5,883,750 shares issued and outstanding in 2003
      and 2002, respectively                                                  1,505             588
    Additional paid-in capital                                           26,929,320       4,027,340
    Accumulated deficit                                                  (6,320,563)     (1,857,428)
                                                                       ------------    ------------
           Total stockholders' equity                                    20,610,262       2,170,500
                                                                       ------------    ------------
           Total liabilities and stockholders' equity                  $ 21,229,159    $  2,512,862
                                                                       ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------

                                                                  2003          2002
                                                              -----------    -----------
<S>                                                           <C>            <C>
Sales                                                         $ 1,223,270    $   276,655

Operating expenses:
    Cost of sales                                                 678,593        219,623
    Amortization of licenses                                      670,436         81,296
    Depreciation                                                  194,480          6,026
    General and administrative                                  4,142,896      1,709,987
                                                              -----------    -----------
       Total operating expenses                                 5,686,405      2,016,932
                                                              -----------    -----------

Operating loss                                                 (4,463,135)    (1,740,277)
                                                              -----------    -----------

Other expense:
    Interest expense                                                   --         (2,824)
                                                              -----------    -----------

Net loss                                                      $(4,463,135)   $(1,743,101)
                                                              ===========    ===========

Net loss per common share, basic and diluted                  $     (0.51)   $     (0.52)
                                                              ===========    ===========

Weighted-average number of common shares, basic and diluted     8,797,194      3,329,159
                                                              ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

                                                        PREFERRED STOCK                   COMMON STOCK
                                                  -----------------------------     --------------------------
                                                     SHARES           AMOUNT           SHARES          AMOUNT
                                                  ------------     ------------     ------------    ------------

<S>                                                        <C>     <C>                 <C>          <C>
Balance, June 30, 2001                                     900     $          1        1,875,000    $        188
Conversion of preferred stock into common                 (900)              (1)         168,750              17
Issuance of common stock for cash, net                      --               --        3,840,000             383
Net loss for the year ended June 30, 2002                   --               --               --              --
                                                  ------------     ------------     ------------    ------------
Balance, June 30, 2002                                      --               --        5,883,750             588
Issuance of common stock for cash, net                      --               --        1,728,000             173
Issuance of common stock for license equipment              --               --        5,168,000             517
Issuance of common stock for license equipment              --               --        2,274,000             227
Net loss for the year ended June 30, 2003                   --               --               --              --
                                                  ------------     ------------     ------------    ------------
Balance, June 30, 2003                                      --     $         --       15,053,750    $      1,505
                                                  ============     ============     ============    ============
[RESTUBBED]
<CAPTION>

                                                    ADDITIONAL
                                                     PAID-IN        ACCUMULATED
                                                     CAPITAL          DEFICIT            TOTAL
                                                   ------------     ------------     ------------

<S>                                                <C>              <C>              <C>
Balance, June 30, 2001                             $     30,711     $   (114,327)    $    (83,427)
Conversion of preferred stock into common                   (16)              --               --
Issuance of common stock for cash, net                3,996,645               --        3,997,028
Net loss for the year ended June 30, 2002                    --       (1,743,101)      (1,743,101)
                                                   ------------     ------------     ------------
Balance, June 30, 2002                                4,027,340       (1,857,428)       2,170,500
Issuance of common stock for cash, net                4,297,724               --        4,297,897
Issuance of common stock for license equipment       12,919,483               --       12,920,000
Issuance of common stock for license equipment        5,684,773               --        5,685,000
Net loss for the year ended June 30, 2003                    --       (4,463,135)      (4,463,135)
                                                   ------------     ------------     ------------
Balance, June 30, 2003                             $ 26,929,320     $ (6,320,563)    $ 20,610,262
                                                   ============     ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>


BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------

                                                                            2003             2002
                                                                        ------------     ------------
<S>                                                                     <C>              <C>
Cash flows from operating activities:
    Net income (loss)                                                   $ (4,463,135)    $ (1,743,101)
    Adjustments to reconcile net income (loss) to net cash used in
      operating activities:
       Depreciation and amortization                                         864,916           87,322
       Allowance for doubtful accounts                                        38,100               --
       Deferred revenue                                                       70,000               --
       (Increase) decrease in:
           Accounts receivable                                              (153,803)        (102,953)
           Inventory                                                           7,409         (104,423)
           Prepaid expenses and other current assets                           8,497          (31,860)
       Increase in accounts payable and accrued liabilities                  330,535          206,574
                                                                        ------------     ------------
Net cash used in operating activities                                     (3,297,481)      (1,688,441)
                                                                        ------------     ------------

Cash flows from investing activities:
    Payment of other liabilities assumed with license and equipment         (802,597)              --
    Purchase of property and equipment                                       (26,842)        (124,373)
    Purchase of intangible assets                                           (134,000)      (1,884,000)
    Increase in other assets                                                      --           (1,124)
                                                                        ------------     ------------
Net cash used in operating activities                                       (963,439)      (2,009,497)
                                                                        ------------     ------------

Cash flows from financing activities:
    Change in payable to shareholder                                              --            6,697
    Repayment of shareholder promissory notes                                     --          (80,000)
    Common stock issuance, net of expenses                                 4,297,897        3,997,028
                                                                        ------------     ------------
Net cash provided by financing activities                                  4,297,897        3,923,725
                                                                        ------------     ------------

Net increase in cash and cash equivalents                                     36,977          225,787
Cash and cash equivalents, beginning of year                                 227,451            1,664
                                                                        ------------     ------------
Cash and cash equivalents, end of year                                  $    264,428     $    227,451
                                                                        ============     ============

Supplemental Cash Flow Information:
-----------------------------------
    Cash paid for interest                                              $         --     $      2,824
                                                                        ============     ============
    Cash paid for taxes                                                 $         --     $         --
                                                                        ============     ============


Supplemental Non-cash Transaction Data:
---------------------------------------
    Common stock issued for license and equipment (7,442,000 shares)    $ 18,605,000
                                                                        ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>


BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS
---------------------------

BizCom U.S.A., Inc. was incorporated in the State of Florida on July 1, 1996.
The consolidated financial statements include the accounts of BizCom U.S.A.,
Inc. and its wholly owned subsidiaries, BizCom Southern Holdings, Inc. and SMR
Management, Inc. (collectively, the "Company"). All material intercompany
transactions have been eliminated.

The Company, when it was originally formed in 1996, planned to manage and
acquire certain 220 MHz SMR mobile radio systems. However, due to capital
constraints, the Company was unable to acquire such systems and ultimately
ceased its activities. Through July 2001, the Company has had only minimal
administrative activities, which primarily were to maintain the legal existence
and standing of the Company.

During August 2001, control of the entity was obtained by present management,
and activities were initiated to establish a new business. In accordance with
applicable accounting standards, the Company was deemed to have re-entered the
development stage in August 2001. Through April 2002, planned principal
operations had not commenced, and management devoted most of its efforts to
general business planning, raising capital, recruiting personnel, obtaining
business contracts, and developing markets. The Company emerged from the
development stage during May 2002 when its planned principal operations began.

During fiscal 2002, the Company entered into software licensing agreements that
positioned the Company to compete in the public safety operations and emergency
and incident management software market. Also the Company entered into a patent
licensing agreement that provided radio technology necessary to operate in the
220 MHz radio spectrum. During fiscal 2003, the Company completed acquisitions
of one hundred four 220 MHz Specialized Mobile Radio ("SMR") Federal
Communications Commission ("FCC") licenses and related communications equipment.
The Company plans to use its software and communications systems plus additional
sensor detection systems provided by third parties to provide public safety and
incident management customers an integrated solution to monitor critical
infrastructure and respond to incidents. The Company continues to consider and
may acquire additional radio technology, software and FCC licenses in the 220
MHz frequency and intends to expend substantial resources to increase the
functionality of existing software.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
---------------------------------------

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of BizCom U.S.A.,
Inc. and its subsidiaries. All material intercompany balances and transactions
have been eliminated in consolidation.

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents include highly liquid investments purchased with an
original maturity of three months or less. At June 30, 2003 and 2002, the
Company had no cash equivalents.

Accounts Receivable
-------------------

The company provides an allowance for doubtful accounts equal to the estimated
uncollectible amounts. The Company's estimate is based on historical collection
experience and a review of the current status of trade accounts receivable. It
is reasonably possible that the Company's estimate of the allowance for doubtful
accounts will change. Accounts receivable are presented net of an allowance for
doubtful accounts of $38,100 and $0 at June 30, 2003 and 2002, respectively.

                                      F-8
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES, CONTINUED
--------------------------------------------------

Inventory
---------

Inventory consists primarily of 220 MHz radios and radio components held for
resale, and are being carried at the lower of cost (first-in, first-out method)
or market.

Property and Equipment
----------------------

Property and equipment, consisting of computer equipment and office equipment,
is recorded at acquisition cost and depreciated using the straight-line method
over the estimated useful lives of the assets, which is presently five years for
office and computer equipment and seven years for communications equipment.

Intangible Assets
-----------------

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
142 "Goodwill and Other Intangible Assets" as of July 1, 2001. Intangible assets
are recorded at acquisition cost, which is considered to be fair value per SFAS
No. 142. Certain of the Company's intangible assets are licensing agreements
that will be amortized over their expected useful life. The method of
amortization shall reflect the pattern in which the economic benefits of the
intangible asset are consumed or otherwise used up. If that pattern cannot be
reliably determined, a straight-line amortization method shall be used. The
Company reviews these intangible assets periodically to assess whether the
carrying amount will be fully recovered through estimated future operating cash
flows. An impairment loss is recorded if the carrying amount exceeds the present
value of the estimated future cash flows.

The Company's intangible asset that arose from the purchase of a software
license is amortized following the provisions of SFAS No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed." This
asset will be amortized on a product-by-product basis, and shall be the greater
of (a) an amount computed based on anticipated future gross revenues, or (b) an
amount computed on a straight-line method over the remaining economic life. An
impairment loss will be recorded if the unamortized cost exceeds net realizable
value.

Revenue Recognition
-------------------

Revenue generated from radio sales is generally recognized at the time the goods
are shipped. Revenue from software sales and related consulting services is
generally recognized at the time the product and/or service has been delivered
and/or accepted by the customer. In April 2003, the Company adopted a new
licensing agreement that requires customers to renew the license annually to
continue using the license. Sales and customer support revenues generated under
the revised license agreement will be amortized ratably over the term of the
license. At June 30, 2003, the Company had deferred revenue of $70,000 related
to license sales.

Advertising
-----------

Advertising costs are expensed as incurred. Advertising expenditures totaled
$24,519 and $11,836 during the years ended June 30, 2003 and 2002, respectively.


                                      F-9
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES, CONTINUED
--------------------------------------------------

Estimates
---------

The preparation of 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 date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Net Loss per Share

The Company follows the provisions of SFAS No. 128, "Earnings per Share," which
requires companies with complex capital structures or common stock equivalents
to present both basic and diluted earnings per share ("EPS") on the face of the
income statement. Basic EPS is calculated as income available to common
stockholders divided by the weighted average number of common shares outstanding
during the period. Diluted EPS is calculated using the "if converted" method for
common stock equivalents.

Stock-Based Compensation
------------------------

SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but does
not require, companies to record employee stock option compensation plans at
fair value. The Company has chosen to apply Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees" for its employee
stock option grants. Under APB No. 25, if the exercise price of the Company's
stock options is less than the market price of the underlying stock on the date
of grant, the Company must recognize compensation expense; otherwise, no
compensation is recorded. SFAS No. 123 will be followed for disclosure purposes
only. For transactions with other than employees, in which services were
performed in exchange for stock or other equity instruments, the transactions
are recorded on the basis of the fair value of the services received or the fair
value of the issued equity instrument, whichever is more readily measurable.

Reclassifications
-----------------

Certain amounts in the fiscal year 2002 financial statements have been
reclassified to conform to the 2003 fiscal year presentation.

Freight Costs
-------------

Freight costs incurred for delivering goods to customers are included in cost of
goods sold and amounted to $41,413 and $31,966 in 2003 and 2002 respectively.
The Company generated $4,876 and $2,842 of freight revenues recharged to
customers in 2003 and 2002, and this amount is included in sales.

Recent Accounting Pronouncements
--------------------------------

In April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS 145 rescinds the provisions of SFAS No. 4 that requires companies to
classify certain gains and losses from debt extinguishments as extraordinary
items, eliminates the provisions of SFAS No. 44 regarding transition to the
Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions. The
provisions of SFAS 145 related to classification of debt extinguishments are
effective for fiscal years beginning after May 15, 2002.

                                      F-10
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES, CONTINUED
--------------------------------------------------

In June 2002, the FASB issued SFAS No. 146, "Accounting for Restructuring
Costs." SFAS 146 applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel. Under SFAS 146, the
Company will record a liability for a cost associated with an exit or disposal
activity when that liability is incurred and can be measured at fair value. SFAS
146 will require the Company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption encouraged. Under SFAS
146, a company cannot restate its previously issued financial statements and the
new statement grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3. The Company
does not believe the adoption of SFAS 145 and 146 will have a material impact on
the Company's financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123".
SFAS 148 amends FASB Statement No. 123, "Accounting for Stock Based
Compensation" and provides alternative methods for accounting for a change by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS 148 amends the disclosure requirements of SFAS 123 to require
disclosure in the significant accounting policy footnote of both annual and
interim financial statements of the method of accounting for stock-based
compensation and the related pro-forma disclosures when the intrinsic value
method continues to be used. The statement is effective for fiscal years
beginning after December 15, 2002, and disclosures are effective for the first
fiscal quarter beginning after December 15, 2002. Currently, the Company plans
to continue to account for its stock-based compensation using the intrinsic
value method.

In May 2003 the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." The purpose of
SFAS 150 is to improve the accounting for certain financial instruments that,
under previous authoritative guidance, issuers could account for as equity. The
new Statement requires that the accounting for three specific types of financial
instruments be classified as liabilities in the statement of financial position.
The three financial instruments are: a.) those mandatorily redeemable shares
which the issuing company is obligated to buy back in exchange for cash or other
assets; b.) those instruments which include put options and forward purchase
contracts that require the issuer to buy back some of its shares in exchange for
cash or other assets; and, c.) those obligations which can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares. Statement 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirely. The effective
date of this Statement is after May 31, 2003. The Company does not believe the
implementation of SFAS 150 will have a material impact on the Company's
financial statements.

NOTE 3 -FAIR VALUE OF FINANCIAL INSTRUMENTS
-------------------------------------------

Cash, accounts receivable, accounts payable and other current liabilities are
recorded in the financial statement at cost, which approximates fair market
value because of the short-term maturity of those instruments.


                                      F-11
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 4 -INTANGIBLE ASSETS
-------------------------

The Company has acquired certain FCC licenses in the 220 MHz spectrum, patent
and technology rights related to radios and other equipment required to
communicate on the 220 MHz spectrum and software licenses for use in emergency
management. Intangible assets related to these acquisitions and licenses as of
June 30 are as follows:

                                                         2003          2002
                                                     -----------   -----------

     220 MHz spectrum use agreement                  $   320,000   $ 1,000,000
     220 MHz radio patent and technology agreement       569,000       569,000
     Exclusive software license (see note 8)             439,000       439,000
     220 MHz spectrum licenses owned                  14,702,613            --
     Other intangibles                                    10,000            --
                                                     -----------   -----------
                                                     $16,040,613   $ 2,008,000
                                                     ===========   ===========

The Company will amortize these assets over the expected useful lives of the
assets, which are five years for the spectrum use agreement, seven years for the
radio patent and technology agreement and ten years for the FCC licenses.
Amortization of the software license will be the greater of (a) an amount
computed based on anticipated future gross revenues, or (b) the estimated
remaining useful economic life of ten years. The useful lives were based on each
asset's separate initial contractual life. Amortization expense for the years
ended June 30, 2003 and 2002 was $670,436 and $81,296, and accumulated
amortization totaled $751,732 and $81,296 at June 30, 2003 and 2002.

Estimated amortization of intangible assets is as follows:

            Year Ending June 30,
        --------------------------

                    2004                             $ 1,660,447
                    2005                               1,660,447
                    2006                               1,634,447
                    2007                               1,596,447
                    2008                               1,596,447
                                                     -----------
                                                     $ 8,148,235
                                                     ===========

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
-------------------------------------------------

Accounts payable and accrued liabilities consist of the following:

                                                             2003       2002
                                                           --------   --------

     Accounts payable                                      $244,662   $102,176
     Accrued professional fees and other expenses           154,947     58,223
     Accrued payroll, benefits and related taxes            149,288     57,963
                                                           --------   --------
          Total accounts payable and accrued liabilities   $548,897   $218,362
                                                           ========   ========

                                      F-12
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                  2003           2002
                                               -----------    -----------

     Communications equipment                  $ 5,122,000    $        --
     Office and computer equipment                 151,215        124,373
                                               -----------    -----------
                                                 5,273,215        124,373
     Less: accumulated depreciation               (200,506)        (6,026)
                                               -----------    -----------
              Property and equipment, net      $ 5,072,709    $   118,347
                                               ===========    ===========

Depreciation expense was $194,480 and $6,026 for the years ended June 30, 2003
and 2002, respectively.

NOTE 7 - ACQUISITION OF LICENSE AND EQUIPMENT
---------------------------------------------

In February 2003, the Company entered into an asset purchase agreement with
eight equipment owners to acquire approximately sixty-seven 220 MHz SMR FCC
licenses and the related communications equipment for an aggregate purchase
price of $14,600,000. This purchase price has been paid by the issuance of
5,168,000 shares of the Company's restricted common stock valued at $ 2.50 per
share and the assumption of certain obligations totaling $1,680,000.

On June 30, 2003, the Company entered into asset purchase agreements with
thirteen equipment owners to acquire an aggregate of thirty-seven 220 MHz SMR
FCC licenses (including one Regional Economic Area license) and related
communications equipment and other receivables with a value of $1,220,000 for an
aggregate purchase price of $6,485,000. The purchase price has been paid by the
issuance of an aggregate of 2,274,000 shares of Company's restricted common
stock valued at $2.50 per share and the assumption of certain obligations
totaling $800,000.

The aggregate consideration for the assets acquired was determined based upon
management's analysis of the fair market value of such assets taken as a whole.
The former owners of the assets utilized such assets for purposes of operating
and marketing 220 MHz SMR communications services; however, such systems both
individually and collectively, had only a minimal number of subscribers and
conducted only minimal operations. Prior to this acquisition, the Registrant had
access on a non-exclusive basis to such communications systems, as well as other
220 MHz SMR communications systems, for public safety and emergency disaster
relief usage pursuant to the radio service subscriber agreement. The Company has
reduced the book value of the radio service subscriber agreement $680,000 to
reflect the value attributable to use of the licenses subsequently acquired. See
Note 4.


                                      F-13
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 8 - RELATED PARTY TRANSACTIONS

Through July 2001, the period prior to the change in management (see Note 1),
the majority shareholder advanced funds to and directly paid expenses of the
Company. These advances were non-interest bearing and did not have any repayment
terms. The amount advanced totaled $73,303 at June 30, 2001. On August 1, 2001,
the Company and the shareholder agreed to settle the amount owed to him on that
date, or $81,314, in the following manner: (i) an immediate payment to the
shareholder of $1,314; (ii) a promissory note for $20,000, bearing interest at
5%, due and payable on demand; and (iii) a promissory note for $60,000, bearing
interest at 5%, due and payable on July 31, 2002. The notes were all repaid
during the year ended June 30, 2002. Interest totaling $2,824 was paid to the
shareholder pursuant to these notes.

At June 30, 2003 and 2002, the Company had a note receivable of $23,000 due from
Public Safety Group, LLC ("PSG"), an entity whose managing member was an officer
and director of the Company through October 14, 2002. The Company also had an
account receivable of $29,476 and $29,605 due from PSG at June 30, 2003 and
2002, respectively. The amounts in accounts receivable arose from software
maintenance services provided by the Company to third parties but billed by PSG
during the transition period following the execution of the license agreement
with PSG.

During the twelve months ended June 30, 2002, the Company has disbursed a total
of $469,000 to PSG. Of this amount, $439,000 was paid to acquire a software
license (see note 4), and the remainder was paid for emergency management
consulting services, and was expensed in 2002.


NOTE 9 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts of assets and liabilities used for income tax purposes.
At June 30, 2003 and 2002, the Company had cumulative federal net operating loss
carry forward (NOL) of approximately $6,208,494 and $1,789,407, respectively.
The NOL expires during the years 2019 through 2021.

The net provision (benefit) for income taxes consisted of the following at June
30, 2003 and 2002:

                                                  2003            2002
                                              -----------    -----------
     Current income taxes                     $        --    $        --
     Deferred income tax benefit               (1,672,277)      (658,600)
                                              -----------    -----------
     Change in valuation allowance              1,672,277        658,600
                                              -----------    -----------
     Total income tax provision               $        --    $        --
                                              ===========    ===========


                                      F-14
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 9 - INCOME TAXES, CONTINUED

Significant components of the Company's deferred tax liabilities and assets at
June 30, 2003 and 2002 are as follows:

                                                        2003          2002
                                                    -----------    -----------
Deferred tax assets (liabilities):
      Net operating loss carryforwards              $ 2,271,691    $   680,000
      Depreciation                                      (91,123)        (2,470)
      Amortization of intangibles                       121,205         18,170
      Bad debt allowance                                 14,337             --
      Accrued vacation pay                               31,427          5,900
      Deferred revenue                                   26,340             --
                                                    -----------    -----------
      Valuation allowance for deferred tax assets    (2,373,877)      (701,600)
                                                    -----------    -----------
Net deferred tax asset                              $        --    $        --
                                                    ===========    ===========

A reconciliation between actual income taxes and amounts computed by applying
the federal statutory rate of 34% to pre-tax loss before loss is summarized as
follows:

                                                        2003      2002
                                                      -------   -------
U.S Federal statutory rate on earnings (loss)
  before income taxes                                    34.0%     34.0%
Non-deductible items                                       --        --
State income tax, net of federal tax benefit              3.6       3.8
Increase in valuation allowance                         (37.6)    (37.8)
                                                      -------   -------
Income tax expense (benefit)                          $    --   $    --
                                                      =======   =======

NOTE 10 - STOCKHOLDERS' EQUITY
------------------------------

Common Stock
------------

All shares of common stock are identical with each other in every respect, and
the holders thereof are entitled to one vote for each share of common stock upon
all matters upon which the shareholders have the right to vote. On July 31,
2001, the Company completed a split of its common shares. In accordance with
applicable accounting rules, the split has been retroactively applied to all
periods presented.

Preferred Stock
---------------

The Board of Directors of the Company is authorized, subject to the limitations
prescribed by law, to provide for the issuance of shares of Preferred Stock in
series and, by filing articles of amendment pursuant to the applicable law of
the State of Florida, to establish from time to time the number of shares of
Preferred Stock to be included in each such series and to determine and fix the
designations, powers, preferences and rights of the shares of each such series
(including without limitation the voting rights, dividend rights and
preferences, liquidation rights and preferences, and conversion rights, if any,
thereof) and the qualifications, limitations, and restrictions thereof.


                                      F-15
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 10 - STOCKHOLDERS' EQUITY, CONTINUED

In August 1996, after filing an amendment to its Articles of Incorporation
establishing a series of Preferred Stock designated as "Series A Preferred
Stock", the Company issued an aggregate of 900 shares of Series A Preferred
Stock to three corporations controlled by the then Chairman and Chief Executive
Officer of the Company for a cash purchase price of $1 per share. Among other
things, the Series A Preferred Stock had a conversion feature, under which, at
the option of the holder, it could be converted into a number of shares of
common stock equal to 0.01% of the aggregate number of shares of common stock
outstanding on a fully diluted basis. On July 25, 2001, the holders of all 900
shares of the Series A Preferred Stock outstanding converted their stock into
168,750 shares of common stock. As a result of this conversion, the Company has
no remaining preferred stock issued or outstanding.

Private Placements of Common Stock
----------------------------------

For the years ended June 30, 2003 and 2002, the Company issued 1,728,000 and
3,840,000 shares of common stock and 1,915,500 and 3,501,500 warrants,
respectively pursuant to two separate private placement unit offerings. (See
"Warrants to Purchase Common Stock - Summary" below.) The Company received net
proceeds of $4,297,897 and $3,997,028 in the years ending June 30, 2003 and
2002, respectively from these private placements. Expenses associated with the
offerings for the years ending June 30, 2003 and 2002 were $22,103 and $45,472,
and they have been offset against the proceeds received.

The terms of the October 17, 2001 offering, which closed on April 26, 2002, were
as follows: each unit was priced at $5,000, and was comprised if 5,000 shares of
restricted common stock, $0.0001 par value per share, and 2,500 warrants to
purchase additional shares of the Company's restricted common stock at an
exercise price of $1.50 per share for a period of 3 years from date of issuance,
subject to customary adjustments. Additional warrants were issued to investors
who purchased multiple units.

The terms of the April 29, 2002 offering is as follows: each unit is priced at
$7,500, and is comprised of 3,000 shares of restricted common stock, $0.0001 par
value per share, and 1,500 warrants to purchase additional shares of the
Company's restricted common stock at an exercise price of $3.00 per share for a
period of 3 years from date of issuance, subject to customary adjustments.
Additional warrants are issued to investors in the April 29, 2002 offering when
their cumulative investment in the offering exceeds certain breakpoints.

NOTE 11 - OPTIONS AND WARRANTS
------------------------------

Stock Options - Employees
-------------------------

During the year ended June 30, 2002, the Company issued options to an employee,
in conjunction with his employment agreement, for 120,000 shares of common
stock. These options have an exercise price of $3.00 per share, which was in
excess of the Company's $2.50 per share fair value of its common stock at the
date of grant, therefore no compensation charge has been recorded pursuant to
APB No. 25. The options vest over a period of 36 months, with 37,500 options
vesting during the first 90 days, and 2,500 options vesting each month for the
next 33 months. As of June 30, 2003 65,000 options were vested. The options
expire on April 29, 2012.


                                      F-16
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 11 - OPTIONS AND WARRANTS, CONTINUED
-----------------------------------------

Pro-Forma Stock Option Disclosures
----------------------------------

SFAS No. 123 requires entities that account for awards of stock-based
compensation to employees in accordance with APB No. 25 to present pro forma
disclosures of results of operations and earnings per share as if compensation
cost was measured at the date of grant based on the fair value of the award. No
options were granted during the year ended June 30, 2003. The computed fair
value of the options granted in fiscal 2002 is $0.48 each. The fair value of
each option is estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions:

                 Risk-free interest rate              4%
                 Expected life (years)               10
                 Expected volatility                  0
                 Expected dividends                   0

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions. The Company assumed zero stock price volatility since
its stock does not have an established trading market. Because the Company's
employee stock options have characteristics different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.

Options to Purchase Common Stock
--------------------------------

The Company applies APB Opinion 25 and related interpretations in accounting for
its Stock Option Plan. Accordingly, during 2003 and 2002, no compensation
expense has been recognized. For purposes of pro-forma disclosures, consistent
with the method under SFAS 123, the estimated fair values of the options are
amortized to expenses over the option's vesting periods, using the straight-line
method: The following tables summarize the Company's stock option activity:

                                                      2003            2002
                                                 -------------    -----------
     Net loss
          As reported                            $  (4,463,135)   $(1,743,101)
                                                 =============    ===========
          Pro forma                              $  (4,482,378)   $(1,755,128)
                                                 =============    ===========
          Basic and diluted loss per share       $       (0.51)   $     (0.53)
                                                 =============    ===========

                                                    Optioned    Weighted-Average
                                                     Shares       Exercise Price
                                                    -------     ----------------

     Options outstanding at July 1, 2002            120,000         $   3.00
     Issued to non-employees                             --               --
     Issued to employees                                 --               --
     Exercised, expired, or forfeited                    --               --
                                                    -------         --------
     Options outstanding at June 30, 2003           120,000         $   3.00
                                                    =======         ========



                                      F-17
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 11 - OPTIONS AND WARRANTS, CONTINUED
-----------------------------------------

Warrants to Purchase Common Stock - Summary
-------------------------------------------

As described above, the Company has issued, through June 30, 2003, warrants
totaling 5,442,000. These immediately exercisable common stock purchase warrants
were issued in two separate private placements. The warrants issued in the
private placement which commenced October 17, 2001 and ended April 26, 2002
total 3,410,000; all expire during the Company's fiscal year ending June 30,
2005, and have an exercise price of $1.50 each. Warrants issued through June 30,
2003 in the private placement which commenced April 29, 2002 total 2,007,000;
91,500 and 1,915,500 of the warrants expire during the Company's fiscal years
ending June 30, 2005 and 2006, respectively and have an exercise price of $3.00
each.

Subsequent Issuances of Common Stock
------------------------------------

Subsequent to June 30, 2003 and through August 15, 2003, the Company has issued
shares of its common stock and warrants pursuant to the April 29, 2002 offering,
as follows: 219,000 shares and 300,000 warrants for cash totaling $547,500.

NOTE 12 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

Leasing Obligations
-------------------

The Company leases office space under agreements that expire on various dates
through 2004. These leases are all accounted for as operating leases. Total
rental expense for the year ended June 30, 2003 was $185,910.

Litigation, Claims, and Assessments
-----------------------------------

In the ordinary course of business, the Company is exposed to various claims,
threats, and legal proceedings. In management's opinion, the outcome of such
matters, if any, will not have a material impact upon the Company's financial
position and results of operations.

In June 2003, the Company and PSG settled there litigation against Public Safety
Corporation ("PSC"). Under the terms of the settlement, the Company will market
the software under a new rebranded name, have all rights to make, use, copy,
distribute, modify, sublicense and make derivative works of the rebranded
software, and have the exclusive rights to the rebranded software and any
derivative works. PSC shall only remarket the software under a new name to be
determined. The Company and PSC agreed to terminate certain sections of the
Exclusive License Agreement dated April 26, 2002, and PSC and PSG terminated
their Software License Agreement dated March 18, 2002. PSC and the Company
agreed not to contact each other's customers for a period of two years. The
Company will pay royalties directly to PSC for a period of 18 months, after
which all royalties will terminate. At the end of the 18- month period, the
Company shall own a fully paid-up, non-exclusive, worldwide, royalty free
license to the software.


                                      F-18
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 13 - SEGMENT INFORMATION
-----------------------------

The Company's reportable business segments are strategic business units that
offer distinctive products that are marketed through different channels. The two
reportable segments of the Company for the years ended June 30, 2003 and 2002
are land mobile radio sales and public safety software and consulting. The
Company's accounting policies for segments are the same as those described in
the summary of significant accounting policies. Management evaluates segment
performance based on segment profit and loss. Information for reportable
segments is as follows:
                                                      2003           2002
                                                  -----------    -----------

Sales - Land Mobile Radio (LMR)                   $   941,735    $   239,050
Sales - Public Safety                                 281,535         37,605

Cost of Sales - LMR                                   664,016        219,623
Cost of Sales - Public Safety                          14,578             --

Depreciation and amortization - LMR                   847,995         70,321
Amortization - Public Safety                           43,900         10,975

Segment loss - LMR                                   (570,276)       (50,894)
Segment income - Public Safety                        223,057         26,630

Depreciation - administrative                          26,980          6,026

Unallocated general and administrative expenses     4,142,896      1,709,987
                                                  -----------    -----------
Operating loss                                    $(4,463,135)   $(1,740,277)
                                                  ===========    ===========

NOTE 14 - CONCENTRATION OF CREDIT RISKS
---------------------------------------

The Company maintains its cash in a bank deposit account which, at times, may
exceed federally insured limits. Accounts are guaranteed by the Federal Deposit
Insurance Corporation (FDIC) up to $100,000. At June 30, 2003 and 2002, the
Company had approximately $218,408 and $290,256, respectively, in excess of FDIC
insured limits. The Company has not experienced any losses in such accounts.

For the year ended June 30, 2003, four customers accounted for 58% of the
Company's total sales, and the two largest customers accounted for 24% and 20%
respectively of the Company's total sales. The Company purchases its radios
primarily from one vendor, which accounted for nine percent of the Company's
total purchases. At June 30, 2003, five customers accounted for 48% of the
Company's accounts receivable, and one of these customers is a related party
(see Note 8). As such, the Company believes that it has an abnormal
concentration of credit risk within its receivables because of the limited
number of customers.

For the year ended June 20, 2002, three customers accounted for 84% of the
Company's total sales and two vendors accounted for 91% of the Company's total
purchases. At June 30, 2002, two customers accounted for all of the Company's
accounts receivable, and one of these customers is a related party (see Note 8).


                                      F-19
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 15 - GOING CONCERN
-----------------------

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As described
above, the Company was in the development stage from August 2001 until May 2002,
at which time operations began. The Company has incurred a loss from operations,
and its present level of revenues is not sufficient to cover all the Company's
incurred expenses. Management recognizes that the Company must generate
additional resources to enable it to pay its obligations as they come due, and
that the Company must ultimately achieve profitable operations. Management is
working to generate additional revenue from operations, and as necessary, to
raise additional capital to support operations until the Company reaches
profitability. No assurances can be given that the Company will be successful in
these activities. Should any of these events not occur, the accompanying
consolidated financial statements will be materially affected.

NOTE 16 - SUBSEQUENT EVENTS
---------------------------

On September 12, 2003, the Company entered into a Memorandum of Understanding
with Sophia Communications, Inc. ("Sophia") to purchase substantially all of
Sophia's assets, which includes a nationwide ten-channel and two regional 220
MHz SMR licenses, Sophia's radio technology and other assets. The acquisition
specifically excludes Sofia's operations in Mexico. The acquisition is subject
to numerous conditions, including approval by a majority of Sophia's
shareholders, approval by the FCC of the license transfer, negotiation and
execution of a definitive purchase agreement, and due diligence. If the
conditions are met, we would pay for the acquisition with five million shares of
our restricted common stock, a promissory note payable due December 31, 2007 in
the amount of $2,900,000 and bearing interest of 4% payable semiannually which
will be secured by the common stock of a subsidiary that will own the FCC
licenses, warrants to purchase one million shares of our common stock at an
exercise price of not more than $6.00 per share for an exercise period of three
years, $300,000 in cash at closing on or before October 31, 2003 and an
additional $400,000 on January 31, 2004. If we close the acquisition, the
consideration of common stock, warrants and promissory note would be held in
escrow until the FCC formally approves the license transfer, but we would take
over operations at closing.


                                      F-20