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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2005

 [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                For the transition period from ______ to _______

                         Commission file number 0-49812

                               BIZCOM U.S.A., INC.
        (Exact name of small business issuer as specified in its charter)


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


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

                                 (954) 714-0028
                            Issuer's telephone number


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

As of May 16, 2005, there were 25,503,074 shares of the Registrant's common
stock outstanding.

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


<PAGE>

                               BIZCOM U.S.A., INC.
                                      INDEX

                          PART I FINANCIAL INFORMATION


Item 1.  Financial Statements

         Consolidated Balance Sheets at March 31, 2005
            and June 30, 2004 ...........................................      3

         Consolidated Statements of Operations for the three months
            and nine months ended March 31, 2005 and 2004 ...............      4

         Consolidated Statements of Stockholders' Equity for the
            nine months ended March 31, 2005 ............................      5

         Consolidated Statements of Cash Flows for the
            nine months ended March 31, 2005 and 2004 ...................      6

         Notes to Consolidated Financial Statements .....................   7-13

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations ...................................... 14- 21

Item 3.  Controls and Procedures ........................................     21


                            PART II OTHER INFORMATION
Item 1. Legal Proceedings ...............................................     22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .....     22

Item 3. Defaults Upon Senior Securities .................................     22

Item 4. Submission of Matters to a Vote of Security Holders .............     22

Item 5. Other Information ...............................................     22

Item 6.Exhibits and Reports on Form 8-K .................................     22


















                                       2

<PAGE>

                            PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 AND JUNE 30, 2004

<TABLE>
<CAPTION>
                                                                                MARCH 31,       JUNE 30,
                                                                                  2005            2004
                                                                              ------------    ------------
                                                                                       (Unaudited)
<S>                                                                           <C>             <C>
                                     ASSETS
                                     ------
Current assets:
Cash                                                                          $    129,593    $    134,099
Accounts receivable, net                                                            36,776          48,854
Inventory, net                                                                     580,374         155,197
Prepaid expenses and other current assets                                           78,005          49,886
                                                                              ------------    ------------
Total current assets                                                               824,748         388,036
                                                                              ------------    ------------
Property and equipment, net                                                      2,610,223       3,112,755
                                                                              ------------    ------------
Other assets:
Deposits                                                                            46,203          26,628
Other Receivables                                                                       --          23,000
Intangible assets, net                                                          31,411,044      34,673,927
                                                                              ------------    ------------
Total other assets                                                              31,457,247      34,723,555
                                                                              ------------    ------------
Total assets                                                                  $ 34,892,218    $ 38,224,346
                                                                              ============    ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities                                      $  1,294,124    $  1,110,729
Accrued liabilities                                                                555,679         353,643
Related party                                                                       40,000          55,000
Note payable                                                                     3,187,050         330,050
Deferred revenue                                                                    37,880         246,006
                                                                              ------------    ------------
Total current liabilities                                                        5,114,733       2,095,428
                                                                              ------------    ------------
Long term liabilities:
Note payable                                                                            --       2,983,000
                                                                              ------------    ------------
Total liabilities                                                                5,114,733       5,078,428
                                                                              ------------    ------------
Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares
issued and outstanding at March 31, 2005
and June 30, 2004, respectively                                                         --              --
Common stock, $0.0001 par value; 200,000,000 shares authorized;
 25,293,674 and 24,066,674 shares issued and outstanding
at March 31, 2005 and June 30, 2004, respectively                                    2,529           2,406
Additional paid-in capital                                                      52,491,240      49,436,236
Accumulated deficit                                                            (22,716,284)    (16,292,724)
                                                                              ------------    ------------
Total stockholders' equity                                                      29,777,485      33,145,918
                                                                              ------------    ------------
Total liabilities and stockholders' equity                                    $ 34,892,218    $ 38,224,346
                                                                              ============    ============
</TABLE>
Note: The Consolidated Balance Sheet at June 30, 2004 has been derived from the
      audited financial statements at that date, but does not include all of the
      information and footnotes required by generally accepted accounting
      principles for complete financial statements.

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2005 AND 2004
================================================================================

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED              NINE MONTHS ENDED
                                                           MARCH 31,                       MARCH 31,
                                                 ----------------------------    ----------------------------
                                                     2005            2004            2005            2004
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Sales                                            $    169,482    $    516,388    $    692,267    $  1,018,894

Operating expenses:
Cost of sales                                          99,808         278,276         617,321         615,099
Amortization of licenses                            1,076,449         899,676       3,232,883       1,890,521
Depreciation                                          142,390         171,188         426,404         456,773
General and administrative                            967,605       1,394,281       2,816,673       3,537,848
                                                 ------------    ------------    ------------    ------------
               Total operating expenses             2,286,252       2,743,421       7,093,281       6,500,241
                                                 ------------    ------------    ------------    ------------

Operating loss                                     (2,116,770)     (2,227,033)     (6,401,014)     (5,481,347)
                                                 ------------    ------------    ------------    ------------

Other income                                           32,267              --          64,533              --
Interest expense                                       28,603          31,873          87,079          44,892
                                                 ------------    ------------    ------------    ------------
Net loss                                         $ (2,113,106)   $ (2,258,906)   $ (6,423,560)   $ (5,526,239)
                                                 ============    ============    ============    ============

Net loss per common share,
 basic and diluted                               $      (0.08)   $      (0.11)   $      (0.26)   $      (0.31)
                                                 ============    ============    ============    ============

Weighted-average number of
common shares, basic and diluted                   25,020,374      21,298,685      24,613,470      18,099,361
                                                 ============    ============    ============    ============

</TABLE>



















          See accompanying notes to consolidated financial statements.

                                       4

<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 2005
================================================================================
<TABLE>
<CAPTION>

                                       PREFERRED STOCK             COMMON STOCK          ADDITIONAL
                                    ---------------------   -------------------------     PAID-IN      ACCUMULATED
                                      SHARES     AMOUNT        SHARES        AMOUNT       CAPITAL         DEFICIT         TOTAL
                                    ---------   ---------   ------------   ----------   ------------   ------------    ------------
<S>                                 <C>         <C>           <C>          <C>          <C>            <C>             <C>
Balance, June 30, 2004                     --          --     24,066,674   $    2,406   $ 49,436,236   $(16,292,724)   $ 33,145,918
Issuance of common stock for cash          --          --      1,227,000          123      3,055,004             --       3,055,127
Issuance of common stock for
  acquisitions                             --          --             --           --             --             --              --
Net loss for the nine months
    ended March 31, 2005                   --          --             --           --             --     (6,423,560)     (6,423,560)
                                    ---------   ---------   ------------   ----------   ------------   ------------    ------------
Balance, March 31, 2005                    --          --     25,293,674   $    2,529   $ 52,491,240   $(22,716,284)   $ 29,777,485
                                    ---------   ---------   ============   ==========   ============   ============    ============

</TABLE>






































          See accompanying notes to consolidated financial statements.

                                        5

<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004
================================================================================

<TABLE>
<CAPTION>
                                                                                        2005            2004
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>
Cash flows from operating activities:
              Net Loss                                                              $ (6,423,560)   $ (5,526,239)
              Adjustments to reconcile net loss to net cash used in
                operating activities:
              Depreciation and amortization                                            3,659,287       2,347,294
              Decommissioning of base stations                                            85,714              --
              Changes in assets and liabilities net of effects from acquisitions:
              Allowance for doubtful accounts                                             (7,729)         76,900
              Inventory Reserve                                                           60,709              --
              Deferred revenue                                                          (208,126)        (56,501)
                 Sale of surplus license                                                  30,000              --
              (Increase) decrease in:
              Accounts receivable                                                         19,807        (109,077)
              Inventory                                                                 (485,886)        193,512
              Prepaid expenses and other current assets                                   (5,119)        (41,630)
              Increase in accounts payable                                               183,395         479,494
              Increase (Decrease) in accrued liabilities                                 202,036        (106,278)
                                                                                    ------------    ------------
Net cash used in operating activities                                                 (2,889,472)     (2,742,525)
                                                                                    ------------    ------------
Cash flows from investing activities:
              Payment of other liabilities assumed with license and equipment                 --        (293,000)
              Cash payment for acquisition                                                    --        (300,000)
              Purchase of property and equipment                                          (9,586)        (66,208)
              Repayment of Notes payable                                                (141,000)       (300,000)
              (Increase) Decrease in other assets                                        (19,575)            653
                                                                                    ------------    ------------
Net cash used in investing activities                                                   (170,161)       (958,555)
                                                                                    ------------    ------------
Cash flows from financing activities:
              Common stock issuance, net of expenses                                   3,055,127       3,437,451
                                                                                    ------------    ------------
Net cash provided by financing activities                                              3,055,127       3,437,451
                                                                                    ------------    ------------
Net decrease in cash                                                                      (4,506)       (263,629)
Cash, beginning of year                                                                  134,099         264,428
                                                                                    ------------    ------------
Cash, end of period                                                                 $    129,593    $        799
                                                                                    ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

              Cash paid for interest                                                $     55,000    $         --
                                                                                    ============    ============
              Cash paid for income taxes                                            $         --    $         --
                                                                                    ============    ============
              Non-cash transactions:
              Stock and notes issued in acquisition:
              Issuance of common stock (5,060,000 shares)                           $         --    $ 12,650,000
              Note payable December 31, 2007                                                  --       2,900,000
              Note payable March 31, 2004                                                     --         100,000
                                                                                    ------------    ------------
                                                                                    $         --    $ 15,650,000
                                                                                    ============    ============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                        6

<PAGE>


BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


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"). The Company provides wireless
voice and data communications solutions within the 220-222 MHz Specialized
Mobile Radio ("SMR") spectrum, and emergency management and first responder
software applications for industrial/commercial, critical infrastructure, public
safety, and homeland security markets. The Company owns substantial amount of
220-222 MHz SMR spectrum nationwide, and patented proprietary, enabling
technology that maximizes operating efficiencies within such spectrum. The
220-222 MHz SMR spectrum is commonly referred to as simply 220 MHz and is
sometimes referred to as such throughout this document.

The Company, when it was originally formed in 1996, planned to manage and
acquire certain 220 MHz SMR systems. However, due to capital constraints, the
Company was unable to acquire such systems and ultimately ceased its activities.
Through July 2001, the Company 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 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 SMR
Federal Communications Commission ("FCC") licenses and related communications
equipment. The Company plans to offer for sale its security software and to
state and local governments and agencies to provide a solution to monitor
critical infrastructure and respond to incidents. In December 2003, the Company
acquired a site specific area 220 SMR FCC license and related communications
equipment covering the greater New York City metropolitan area. In May 2004 the
Company completed acquisitions of additional 220 MHz SMR FCC licenses and
related communications equipment. The Company 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 its radio products
and services.

In November 2003, the Company acquired substantially all of the assets of Sophia
Communications, Inc. ("Sophia") which included a nationwide ten-channel, two
regional, and eight economic area 220 MHz SMR licenses issued by the FCC. Also
included were related communications equipment, Sophia's proprietary-radio
technology and other assets including inventory and computer and office
equipment for an aggregate purchase price of $16.2 million. This acquisition
allows the Company to expand its products and services and offer data
communication solutions.

On December 5, 2003, the Company entered into an asset purchase agreement with
various equipment owners and license owners to acquire various 220 MHz SMR
licenses and related communications equipment, as well as certain other assets,
for an aggregate purchase price of $8,987,000, to be paid with the issuance of
2,998,000 shares of the Company's restricted common stock valued at $2.50 per
share, and promissory notes payable in the amount of $1,492,000.

On December 18, 2003, the Company acquired a site specific 220 MHz SMR FCC
license and related communications equipment covering the greater New York City
metropolitan area for a purchase price of 60,000 shares of the Company's
restricted common stock and a warrant to purchase 74,465 shares of the Company's
restricted common stock exercisable at $3.00 per share through December 18,

                                       7

<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


NOTE 1 - NATURE OF BUSINESS, CONTINUED
--------------------------------------

2006. The Company allocated the $150,000 purchase price to FCC licenses. An
additional 44,465 shares of restricted stock were issued to the seller for cash
together with 2,459 shares issued in lieu of assumption of Accounts Payable.

On May 27, 2004, the Company and certain of the equipment owners and license
owners who were parties to the December 5, 2003 asset purchase agreement closed
upon the acquisition of certain of such assets, including fifty nine 220 MHz FCC
licenses, related communications equipment, radio inventory, certain office
equipment, internally developed software and data based programs relating to
industry-wide participant ownership of 220 MHz spectrum utilized for spectrum
auction strategy and incumbent co-channel interference analysis, as well as
certain other assets, for an aggregate purchase price of $7,495,000, including
$2,240,000 of assumed obligations (trade accounts payable, promissory notes and
other accrued expenses). The purchase price was paid with 2,102,000 shares of
the Company's restricted common stock valued at $2.50 per share. The aggregate
consideration for such purchased assets was determined based upon management's
analysis of the fair market value of such assets taken as a whole, and its
prior, substantial experience in effecting transactions of a similar nature.

In November 2004, a confidential partnership agreement was signed with Merrick
Systems, Inc. ("Merrick Systems"). Merrick Systems designs, develops, produces
software for the petroleum and natural gas industry. Merrick Systems' product
and service offerings include field data capture, production allocations and
other back office support, regulatory compliance, well asset management,
equipment maintenance, project management, well measurement and monitoring
systems. Such company also provides consulting services for the petroleum
upstream and midstream markets. Merrick Systems will act as distributor and
integrator to the oil/gas industry for CX2 products and services.


NOTE 2 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and Regulation S-B. Accordingly, they do not
include all of the information and footnotes required for complete financial
statements.

In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of the results for the
interim periods presented have been included.

These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's Annual Financial Statements for the year ended June 30, 2005.
Operating results for the nine months ended March 31, 2005 are not necessarily
indicative of the results that may be expected for the year ending June 30,
2005.

It is recommended that the accompanying condensed financial statements be read
in conjunction with the financial statements and notes for the year ended June
30, 2004, found in the Company's Form 10-KSB.


NOTE 3 - 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.

                                       8

<PAGE>


BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


NOTE 3- SUMMARY OF ACCOUNTING POLICIES, CONTINUED
-------------------------------------------------

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

Cash and cash equivalents include highly liquid investments purchased with an
original maturity of three months or less. At March 31, 2005 and June 30, 2004,
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 $37,000 and $120,000 at March 31, 2005 and June 30, 2004,
respectively.

Inventory
---------

Inventory consists primarily of 220 MHz radios, radio components and
communications equipment held for resale, and is being carried at the lower of
cost (first-in, first-out method) or market. Inventory is recorded net of an
allowance for obsolescence of $101,000 and $40,000 at March 31, 2005 and June
30, 2004, respectively.

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 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. The
Company uses a more conservative amortization policy of its FCC licenses over 10
years than the 20 years that is currently used by other similar companies. The
Company's FCC licenses are granted for a term of 10 years, subject to renewals,
and renewals of these licenses are granted in the normal course of business by
the FCC. Management has determined that the current amortization policy was
appropriate for the years ended June 30, 2004 and 2003 as the Company has only
recently begun actively marketing its voice and data technology over the
spectrum. Amortization expense for the nine months ended March 31, 2005 and the
nine months ended March 31, 2004 was $3,232,883 and $1,890,521, respectively.
Accumulated amortization totaled $6,950,376 and $3,717,493 at March 31, 2005 and
June 30, 2004.

We are required to test these intangible assets for impairment at least annually
or whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. We performed our annual review for impairment on January
27, 2005 and determined that no impairment existed at June 30, 2004.

                                       9

<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


NOTE 3- SUMMARY OF ACCOUNTING POLICIES, CONTINUED
-------------------------------------------------

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 are
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.

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

Advertising costs are expensed as incurred. Advertising expenditures totaled
$19,714 and $10,101 during the nine months ended March 31, 2005 and 2004,
respectively.

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 currently applies 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. 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 2004 financial statements have been
reclassified to conform to the 2005 fiscal year presentation.

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

In November 2004, the Financial Accounting Standards Board (`FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory
Costs--an amendment of ARB No. 43, Chapter 4." ("SFAS 151"). SFAS 151 amends ARB
43, Chapter 4. SFAS 151 requires that abnormal amounts of idle facility expense,

                                       10

<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


NOTE 3- SUMMARY OF ACCOUNTING POLICIES, CONTINUED
-------------------------------------------------

freight, handling costs, and wasted material (spoilage) costs be recognized as
current-period charges. SFAS 151 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The Company does not believe
that the adoption of this standard will have a material impact on the financial
statements.

In December 2004, the FASB issued SFAS No. 152 "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB statements No. 66 and 67" ("SFAS
152"). SFAS 151 amends FASB Statement No. 66, Accounting for Sales of Real
Estate, to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement
also amends FASB Statement No. 67, Accounting for Costs and Initial Rental
Operations of Real Estate Projects. SFAS 152 is effective for financial
statement for fiscal years beginning after June 15, 2005. The Company does not
believe that the adoption of this standard will have a material impact on the
financial statements, as we do not have any real estate time sharing
transactions.

In December 2004, the FASB issued Statement No. 153, "Exchange of Nonmonetary
Assets" -an amendment of APB Opinion No. 29 ("SFAS 153"). SFAS 153 addresses the
measurement of exchanges of nonmonetary assets and eliminates the exception from
fair value measurement for nonmonetary exchanges of similar productive assets
and replaces it with an exception for exchanges that do not have commercial
substance. A nonmonetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for periods beginning after June 15, 2005. The
Company does not believe that the application of Statement No.153 will have a
material impact on the financial statements, as we do not have any exchanges of
nonmonetary assets.

In December 2004 the FASB issued a revised Statement 123 "Accounting for
Stock-Based Compensation" ("SFAS 123R"), which replaces SFAS No. 123,
"Accounting for Stock-Based Compensation" and supersedes Accounting Principles
Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS
No.123(R) requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on
their fair values, beginning with the first annual fiscal period after June 15,
2005. The pro forma disclosures previously permitted under SFAS No. 123 will no
longer be an alternative to financial statement recognition. The Company is
currently evaluating the impact of adoption of this statement.

In April 2005 the U.S. Securities and Exchange Commission (the "SEC") announced
a deferral of the effective date of FAS 123(R) for calendar year companies until
the beginning of the Company's 2006 fiscal year. This statement will therefore
become effective for our fiscal year ending June 30, 2006.


NOTE 4 - 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 three and nine months ended March 31,
2005 and 2004 are Voice and Data Radio sales (including airtime sales) and
Homeland Security/Public Safety software and consulting. The Company's
accounting policies for segments are the same as those described in the summary
of significant policies. Management evaluates segment performance based on
segment profit and loss. Information for reportable segments is as follows:

                                       11

<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


NOTE 4 - SEGMENT INFORMATION, CONTINUED
---------------------------------------

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED            NINE MONTHS ENDED
                                                            MARCH 31,                     MARCH 31,
                                                   --------------------------    --------------------------
                                                       2005           2004           2005          2004
                                                   -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>
Sales - Voice and Data                             $   173,782    $   435,663    $   516,983    $   797,345
Sales - Homeland Security/Public Safety                 (4,300)        80,725        175,284        221,549

Cost of Sales - Voice and Data                          99,808        276,267        610,514        598,293
Cost of Sales - Homeland Security/Public Safety             --          2,009          6,807         16,806

Depreciation and amortization - Voice and Data       1,152,602      1,049,604      3,460,577      2,296,288
Amortization - Homeland Security/Public Safety          21,951         10,975         65,853         21,950

Segment income (loss) - Voice and Data              (1,078,628)      (890,208)    (3,554,108)    (2,097,236)
Segment income - Homeland Security/Public Safety       (26,251)        67,741        102,624        182,793

Depreciation - administrative                           44,286         10,285        132,857         29,056

Unallocated general and
 administrative expenses                               967,605      1,394,281      2,816,673      3,537,848
                                                   -----------    -----------    -----------    -----------

Operating loss                                     $(2,116,770)   $(2,227,033)   $(6,401,014)   $(5,481,347)
                                                   ===========    ===========    ===========    ===========

</TABLE>


NOTE 5 - NOTES PAYABLE
----------------------

We entered into an informal agreement with Sophia to extend the payment to
Sophia of interest payments that total approximately $120,000 which had been due
to be paid on June 30, 2004 and December 31, 2004 pursuant to the terms of a
promissory note in the amount of $2,900,000 issued by the Company to Sophia in
November, 2003, in connection with an acquisition of certain material assets. To
date, the Company has made payments of $95,000 against the outstanding interest
amount. Sophia has agreed in writing to waive its rights under the note until
August 31, 2005. The Company has reclassified the note payable from long term to
short term for the current fiscal year as a result of the above.


NOTE 6 - 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,

                                       12

<PAGE>

BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


NOTE 6 - GOING CONCERN, CONTINUED
---------------------------------

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 7 - AGREEMENT WITH MERRICK SYSTEMS
---------------------------------------

In November 2004, a confidential partnership agreement was signed with Merrick
Systems, Inc. ("Merrick Systems"). Merrick Systems designs, develops, produces
software for the petroleum and natural gas industry. Merrick Systems' product
and service offerings include field data capture, production allocations and
other back office support, regulatory compliance, well asset management,
equipment maintenance, project management, well measurement and monitoring
systems. Such company also provides consulting services for the petroleum
upstream and midstream markets.

Merrick Systems will act as distributor and integrator to the oil/gas industry
for CX2 products and services. Adding the CX2 wireless solution allows Merrick
Systems to offer the industry an end to end solution for real-time well
automation services. The successful deployment of the new TDMA ("Time Division
Multiple Access") enhanced Slotted Aloha protocol for CX2's pilot program with
Devon Energy Corporation (Devon Energy) in the Carthage Texas area, effectively
ended the "proof of concept" phase, thus positioning us to enter the
commercialization phase of our products and services. Merrick Systems' name
visibility and expertise provides a powerful alliance and entry into this market
segment for the Company.


NOTE 8 - SUBSEQUENT EVENT
-------------------------

In May 2005, the Chairman and Chief Executive Officer of the Company, Mr. Klein,
entered into a two year employment agreement with the Company that would
generally provide for a compensation of $130,000 annually, a bonus of $50,000
and 500,000 options to purchase the Company's Common Stock.These options were
granted as follows, 125,000 with an execute price at $2.50 vesting immediately
from date of grant at May 25, 2005; 125,000 with an execute price at $3.00
vesting immediately from date of grant at May 25, 2005; 125,000 with an execute
price at $4.00 vesting six months from date of grant at November 25, 2005; and
125,000 with an execute price at $5.00 vesting one year from date of grant at
May 25, 2006.


                                       13

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

   The following is a discussion and analysis of our financial condition and
results of operations for the three and nine months ended March 31, 2005 and
significant factors that could affect our prospective financial condition and
results of operations. You should read this discussion in conjunction with our
financial statements and notes contained in our annual report on Form 10-KSB for
the year ended June 30, 2004. Historical results may not be indicative of future
performance.

This Report on Form 10-QSB contains forward-looking statements within the
meaning of and which are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to risks and uncertainties that could cause actual
results to be materially different from historical results or from any results
expressed or implied by such forward-looking statements. Forward-looking
statements generally are accompanied by words such as "anticipates," "belief,"
"believes," "estimates," "expects," "intends," "plans" and similar statements,
and should be considered uncertain and forward-looking. Any forward-looking
statements speak only as of the date on which such statement is made, are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecast in such
forward-looking statements, whether as a result of new information, future
events or otherwise. Factors that could cause our results to differ materially
from the results discussed in such forward-looking statements include, without
limitation: going-concern considerations; uncertain continued ability to meet
our development and operational needs in view of our serious working capital
shortage; recently adopted cost reduction programs due to our serious working
capital shortage which may affect our ability to attain stated objectives; no
assurances of and uncertainty of future profitability; our plan to enter new,
untested markets; need for replacement manufacturer of certain components of our
key data radio product; our dependence on our management and the requirement of
additional management in order to execute our operating plan; the uncertainty of
the U.S. economic recovery and economic trends; the extended selling process
with certain of our customers, and a concentration of risk associated with our
homeland security software market as most of our software revenue is from state
and local governments and agencies; the uncertainty of future broad based market
acceptance of our 220 MHz products and services; our ability to successfully
integrate acquisitions, including our acquisition of certain assets of Sophia
Communications, Inc ("Sophia")., which has strained our operating earnings and
cash flow as revenues have not been generated as quickly or to the extent
desired; the impact of competitive services and pricing; the Sarbanes Oxley Act
has increased our legal, accounting and administrative costs; and as further set
forth in our press releases and other reports filed with the Commission Many of
such risk factors are beyond our control. New factors emerge from time to time
and it is not possible for management to predict all of such factors, nor can it
assess the impact of each such factor on the business or the extent to which any
factor, or combination of factors may cause actual results to differ materially
from those contained in any forward-looking statements. In light of these risks
and uncertainties, there can be no assurance that the results anticipated in
these forward-looking statements contained in this Report will in fact occur.
All forward-looking statements wherever they may appear are expressly qualified
in their entirety by the cautionary statements in this section. We undertake no
obligation to update any such forward-looking statements

OVERVIEW

   Bizcom U.S.A., Inc. d/b/a CX2 Technologies (the "Company") provides wireless
voice and data communications solutions within the 220-222 MHz Specialized
Mobile Radio ("SMR") spectrum, and emergency management and first responder
software applications for industrial/commercial, critical infrastructure, public
safety, and homeland security markets. We own substantial 220 MHz SMR spectrum
nationwide, and patented proprietary, enabling technology that maximizes
operating efficiencies within such spectrum.

   We have a severe working capital shortage, and must continue to seek and
secure significant capital from outside funding sources as cash flow from
operations is insufficient to sustain our operations. No assurances are given
that we will be successful in obtaining such needed capital. Our inability to
promptly secure needed capital will materially adversely affect the Company and
its operations, as we believe our current cash position and anticipated receipt
of revenues will enable us to sustain current operations for up to approximately
two months.

Given the serious working capital shortage, management has administered several
cost reduction programs including payroll expense reductions in the form of
layoffs and reductions in pay. We have also reduced other general and
administrative expenses. Management continues to have discussions with key
vendors to renegotiate payment terms.

                                       14

<PAGE>

Our objectives over the next twelve months in order of priority are to: (a)
develop our telemetry and commercial data transmission markets, both as a
technology provider and as a network operator; (b) Expand the sales and
marketing of our AVL (automatic vehicle location) FleetTracker(TM) product in
the Chicago area followed by other select markets; (c) initiate a direct mail
campaign for the purpose of marketing GeoCommand(TM), our licensed homeland
security software first responder GIS (Geographic Information Systems) product;
(d) continue product engineering and development projects currently under way
relating to wireless products, including an improvement to the data protocol
that increases network capacity, modifying DATALynx(TM) design to replace
obsolete components and begin work on next generation products; (e) continue the
acquisition of select assets comprising constructed 220 MHz SMR systems to
further enhance and consolidate our position as a leading spectrum holder in
such frequency band; and (f) continue pursuing strategic alliances with
companies whose products and services are supportive of ours.

In view of the current working capital shortage, some or all of these objectives
may not be achievable, and the Company may decide to cancel or postpone product
launches, forego advertising campaigns, discontinue product engineering and
development, forego the acquisition of additional spectrum and withdraw from any
or all strategic alliances.

We have determined not to currently pursue further development of an integrated
homeland security software/sensor communications 220 MHz radio communications
systems solution due to the anticipated cost and time associated with such
project, which funds and time we believe can be better utilized for the
objectives described above. We have successfully conducted a demonstration of
the technical effectiveness of such system for potential customers using a
limited number of sensor devices.

We have determined that our homeland security, emergency management product
known as EM2000 needs to be re-engineered on a Microsoft platform to better meet
the needs of the Federal Emergency Management Agency (FEMA) and the Department
of homeland security for a prospective national incident management solution.
Accordingly, at the present time, we continue to support our existing EM2000
customers, but are not engaging in any significant marketing efforts toward
promoting this product.

In October 2004, we extended the exercise period for certain warrants for a
period of one year from their respective expiration dates. These warrants were
issued in a private placement which commenced October 17, 2001 and ended April
26, 2002 and relate to 3,410,000 shares; all warrants were originally due to
expire during the Company's fiscal year ending June 30, 2005, and have an
exercise price of $1.50 each.

In November 2004, a confidential partnership agreement was signed with Merrick
Systems, Inc. ("Merrick Systems"). Merrick Systems designs, develops, produces
software for the petroleum and natural gas industry. Merrick Systems' product
and service offerings include field data capture, production allocations and
other back office support, regulatory compliance, well asset management,
equipment maintenance, project management, well measurement and monitoring
systems. Such company also provides consulting services for the petroleum
upstream and midstream markets.

Merrick Systems will act as distributor and integrator to the oil/gas industry
for CX2 products and services. Adding the CX2 wireless solution allows Merrick
Systems to offer the industry an end to end solution for real-time well
automation services. The successful deployment of the new TDMA ("Time Division
Multiple Access") enhanced Slotted Aloha protocol for CX2's pilot program with
Devon Energy Corporation (Devon Energy) in the Carthage Texas area, effectively
ended the "proof of concept" phase, thus positioning us to enter the
commercialization phase of our products and services. Merrick Systems' name
visibility and expertise provides a powerful alliance and entry into this market
segment for the Company.

                                       15

<PAGE>

RESULTS OF OPERATIONS

Three Months Ended March 31, 2005 Compared to the Three Months Ended March 31,
2004

Total revenues for the quarter ended March 31, 2005 were $169,482, a decrease of
$346,906, or 67% from the March 31, 2004 quarter sales of $516,388. Sales in
2004 included recognition of $212,000 of prepaid revenue that resulted from the
acquisition of Sophia. Sales of radio products and airtime decreased $261,881,
or 60%, from $435,663 in the quarter ended March 31, 2004 to $173,782 in the
quarter ended March 31, 2005. There were no sales of public safety software and
services in the quarter ended March 31, 2005 compared to $80,725 in the March
31, 2004 quarter.

Cost of sales for the quarter ended March 31, 2005 were $99,809, a decrease of
$178,468, or 64% from the March 31, 2004 quarter cost of sales of $278,276. Cost
of sales for radio products and airtime in the quarter ended March 31, 2005
decreased $176,459, or 64%, to $99,808 compared to $276,267 in the quarter ended
March 31, 2004 due to lower radio sales for the quarter, and an inventory gain
of $44,890 for deconstructed base station sites. Gross margin for radio products
excluding airtime for the quarter ended March 31, 2005 were $78,646, a decrease
of 61% from the March 31, 2004 quarter amount, $200,252 due to lower sales.
Gross margin for radio products excluding airtime as a percent of sales
increased to 46% in the quarter ended March 31, 2005 compared to 39% in the 2004
quarter.

Airtime sales were $25,878 in the quarter ended March 31, 2005 up slightly from
$21,085 in the same period in 2004. Cost of sales for airtime sales, which are
primarily tower rents, were $30,549 during the quarter ended March 31, 2005,
down from $61,940 for the quarter ended March 31, 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 maintain ownership of the licenses. We will continue to pay tower rents as
working capital permits to continue transmissions on some sites, even though
they may not be generating current income, in order to maintain ownership of
these licenses. In addition, as a result of the acquisition of the assets of
Sophia, we have deconstructed certain existing sites owned by the Company and
moved the equipment to service areas with larger populations than previously
served in order to meet certain FCC construction requirements. As a result, we
may have licenses revoked by the FCC if we do not resume broadcasting at such
sites within a certain time period. We do not currently believe that the
revocation, if affected by the FCC, of such licenses would materially adversely
affect our operations due to either the minimal population within proximity of
such license locations or due to overlapping coverage within certain areas as a
result of our acquisition of additional licenses.

Depreciation decreased $28,798 to $142,390 in the quarter ended March 31, 2005
from $171,188 in the quarter ended March 31, 2005. Amortization expense
increased $176,773 to $1,076,449 in the quarter ended March 31, 2005 from
$899,676 in the quarter ended last year due primarily to the amortization of 220
MHz SMR FCC licenses which were acquired in during the previous fiscal year.
Amortization of licenses acquired to date will increase to $4,311,827, and
depreciation of assets acquired to date will increase to $555,079 in fiscal
2005.

Administration expense decreased $426,676, or 31%, to $967,605 in the quarter
ended March 31, 2005 compared to $1,394,281 in the quarter ended March 31, 2004
due primarily to decreases in salaries and benefits, travel expenses,
professional fees and rent expense from the previous year. Salaries and benefits
decreased $206,254 to $488,739 for the quarter as compared to $694,993 spent
during the quarter ended March 31, 2004 due to pay reductions implemented during
the fiscal year and employee attrition. Corresponding to aforementioned
headcount reductions travel expense decreased by $31,355 to $23,224 for the
quarter ended March 31, 2005. Professional fees decreased $21,315 to $254,150 in
the quarter ended March 31, 2005 compared to $275,465 in the quarter ended March
31, 2004. Rent expense decreased $49,875 to $55,041 during the quarter ended
March 31, 2005 compared to $104,916 in the same quarter in fiscal year 2004 as a
result of renegotiating our lease agreements in both locations.

We believe that we will have to continue increasing the number of our personnel
over the next approximately 6-12 months as our business expands due to the need
to increase our sales and marketing efforts.

                                       16

<PAGE>

Nine Months Ended March 31, 2005 Compared to the Nine Months Ended March 31,
2004

Total revenues for the nine months ended March 31, 2005 were $692,267, a
decrease of $326,627 or 32% from $1,018,894 for the nine months ended March 31,
2004. The 2004 sales amount included $316,000 generated from prepaid revenue
acquired from the Sophia operations. Sales of radio products and airtime for the
nine months ended March 31, 2005 were $516,983, a decrease of $280,362, or 35%,
from $797,345 in the nine months ended March 31, 2004, due to lower voice and
data radio sales. Sales of public safety software and services were $175,284 in
the nine months ended March 31, 2005 compared to $221,549 in the prior year
period.

Cost of sales for the nine months ended March 31, 2005 were $617,321, an
increase of $2,222 or less than 1% as compared to the nine months ended March
31, 2004 cost of sales of $615,099. Cost of sales for radio products and airtime
in the nine months ended March 31, 2005 increased $12,221, or 2%, to $610,514
compared to $598,293 in the nine months ended March 31, 2004. Gross margin for
radio products excluding airtime for the nine months ended March 31, 2005 were
$152,008, a decrease of $190,619, or 56% from the $342,627 for the nine months
ended March 31, 2004, due to lower sales and lower margins. Gross margin for
radio products excluding airtime as a percent of sales decreased to 22% in the
nine months ended March 31, 2005 compared to 34% in the nine months ended March
31, 2004. Airtime sales were $63,770 in the nine months ended March 31, 2005
compared to $92,234 for the same period in the prior year. Cost of sales for
airtime sales, which are primarily tower rents, were $309,308 during the nine
months ended March 31, 2005 compared to much lower cost of sales of $235,809 in
the corresponding period last year. Tower rent increased by $57,744 for the year
ended March 31, 2005 compared to the prior year period.

Depreciation for the nine months ended March 31, 2005 decreased to $426,404 from
$456,773 in the nine months ended March 31, 2004. Amortization expense increased
significantly to $3,232,883 from $1,890,521 in the nine months ended March 31,
2004 due to the amortization of 220 MHz SMR FCC licenses and other intangible
assets that were acquired during the previous fiscal year.

Administration expense decreased $721,175, or 20%, to $2,816,673 in the nine
months ended March 31, 2005 compared to $3,537,848 in the nine months ended
March 31, 2004 due to lower salaries and benefits, travel expense, bad debt
expense, and rent expense. Salaries and benefits decreased $504,599 to
$1,431,624 for the nine months ended March 31, 2005 compared to $1,936,223 for
the same period last year due to pay reductions implemented during the fiscal
year and employee attrition. Bad debt expense was $34,125 in the nine months
ended March 31, 2005 as compared to $76,900 for the same nine-month period in
2004. Rent expense was $141,174 for the nine months ended March 31, 2005, a
decrease of $79,624 as compared to the $220,798 for the nine months ended the
previous year. Corresponding to aforementioned headcount reductions travel
expense for the nine-month period ended March 31, 2004 was $77,902 as compared
to $155,541 for the same previous year period. Professional fees increased
$124,393, to $661,986 for the nine month period ended March 31, 2005 in, as
compared to $537,593 spent in the previous year.

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 three and nine months ended March 31,
2005 and 2004 are Voice and Data Radio sales (including airtime sales) and
Homeland Security/Public Safety software and consulting. The Company's
accounting policies for segments are the same as those described in the summary
of significant policies. Management evaluates segment performance based on
segment profit and loss. Information for reportable segments is as follows:

                                       17

<PAGE>

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED            NINE MONTHS ENDED
                                                            MARCH 31,                     MARCH 31,
                                                   --------------------------    --------------------------
                                                       2005           2004           2005          2004
                                                   -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>
Sales - Voice and Data                             $   173,782    $   435,663    $   516,983    $   797,345
Sales - Homeland Security/Public Safety                 (4,300)        80,725        175,284        221,549

Cost of Sales - Voice and Data                          99,808        276,267        610,514        598,293
Cost of Sales - Homeland Security/Public Safety             --          2,009          6,807         16,806

Depreciation and amortization - Voice and Data       1,152,602      1,049,604      3,460,577      2,296,288
Amortization - Homeland Security/Public Safety          21,951         10,975         65,853         21,950

Segment income (loss) - Voice and Data              (1,078,628)      (890,208)    (3,554,108)    (2,097,236)
Segment income - Homeland Security/Public Safety       (26,251)        67,741        102,624        182,793

Depreciation - administrative                           44,286         10,285        132,857         29,056

Unallocated general and
 administrative expenses                               967,605      1,394,281      2,816,673      3,537,848
                                                   -----------    -----------    -----------    -----------

Operating loss                                     $(2,116,770)   $(2,227,033)   $(6,401,014)   $(5,481,347)
                                                   ===========    ===========    ===========    ===========

</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

Our financial statements appearing elsewhere in this Report, 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.

The Company has a serious working capital shortage, and will need to raise
significant capital from outside funding sources to execute our operating plans
and sustain operations. No assurances are given that we will be successful in
obtaining such needed capital. Our inability to promptly secure needed capital
will materially adversely affect the Company and its operations, as we believe
our current cash position and anticipated receipt of revenues will enable us to
sustain current operations for up to approximately two months.

At March 31, 2005, we had stockholders' equity of $34,892,218, tangible net
worth of $(1,633,559) and negative working capital of $(4,289,985). Since our
inception, we have incurred losses of $(22,716,284) and during the last nine
months, we used cash in operations of $(2,889,472). Our operations and
acquisitions have been funded primarily by the sale of equity 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.

We have assumed additional operating costs related to the acquisition of these
220 MHz SMR licenses and that of Sophia, such as tower rentals and insurances,
which have placed an additional demand on the working capital of the Company.
These costs are expected to increase over time and place further demands on our
working capital.

                                       18

<PAGE>

We have issued debt of $2,900,000 and assumed accounts and notes payables
related to our acquisition of these 220 MHz SMR licenses and related equipment
and the assets of Sophia; such as the assumption of payables totaling $410,000,
and a $2,900,000 promissory note payable on or before December 31, 2007 with
simple interest at the rate of 4% per annum payable semiannually from the Sophia
acquisition, and the assumption of $607,000 in accounts payables and $413,000 in
notes payable from the May 2004 acquisition. The payment of interest on these
notes payable and the additional payables has placed an additional demand on the
working capital of the Company.

We entered into an informal agreement with Sophia to extend the payment to
Sophia of interest payments that total approximately $120,000 which had been due
to be paid on June 30, 2004 and December 31, 2004 pursuant to the terms of a
promissory note in the amount of $2,900,000 issued by the Company to Sophia in
November, 2003, in connection with an acquisition of certain material assets
discussed below. To date, the Company has made payments of $95,000 against the
outstanding interest amount. Sophia has agreed in writing to waive its rights
under the note until August 31, 2005. The Company has reclassified the note
payable from long term to short term at March 31, 2005 as a result of the above.

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 affected, 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.

We currently plan to seek additional equity financing during approximately the
next 9 months on a private placement basis of up to $15,000,000 from one or more
potential financing sources. We have no current agreements, arrangements or
understandings with any third party for such funding, and no assurances can be
given that we will secure such funding. If we were to receive such funds, we
currently plan to utilize such funds for implementing the sales and marketing
and engineering initiatives enumerated above. Other planned sales and marketing
efforts are expected to be supported by such funding. Such efforts may include,
but not be limited to, networks in markets other than those previously discussed
above as well as pursuing other possible opportunities. Engineering projects in
addition to those enumerated above may also be initiated with such funding, if
obtained, including, but not limited to developing a reduced cost, second
generation DATALynx(TM) / DATATracker, and an integrated platform for our
voice/data radios. Additional software application development relating to
certain of our products and services may also be undertaken if such funding is
received.

To the extent that we receive at least $6,000,000 of proceeds, of which no
assurances are given, these funds together with funds on hand and funds
anticipated from operations are currently anticipated to provide sufficient
capital to meet our cash and operational requirements for up to approximately
one year from the receipt of such funds. Engineering projects are planned to
continue as enumerated previously. Sales and marketing initiatives would be
negatively impacted, however, as our plans to replicate the Chicago network in
other markets, and roll out AVL and Point of Sale (POS) applications to achieve
subscription levels on those networks would be severely curtailed.

If we received less than $4,000,000 in additional capital, we would have to
significantly limit our operational and marketing plans. To the extent that we
raise less capital, we may elect to proceed with selected engineering and
product development initiatives including, the development of the "next"
generation over-the-air protocol, modification of the base station controller
board for improved manufacturing efficiencies, redesign of the data radio due to
parts obsolescence, and the sourcing of a new contract manufacturing partner for
our data radio products. Current sales and marketing expenditures would be
reduced. Additionally, the AVL product would be launched in the Chicago area on
a smaller scale. Operationally, the Company would not be able to build network
infrastructure in other markets as planned. General and administrative costs
would be reduced by reductions in workforce and other support cost cuts.

In the event we were to receive little or no additional proceeds, such event
will significantly restrict and possibly cause us to cease our operations which
would have a substantial adverse effect on the Company and shareholders.

We do not currently anticipate any material capital expenditures for our
existing operations. We do not currently anticipate purchasing, leasing or
selling any plant or significant equipment during approximately the next twelve
(12) months. 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 issuance,
as well as any common stock issuance for cash to the extent affected, will have
the effect of creating further shareholder dilution.

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<PAGE>

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 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 three and nine months ended March 31,
2005 and 2004 are Voice and Data radio sales (including airtime 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Note 3 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. We consider the following accounting policies and methods
to be the most important to our financial position and results of operations,
either because of the significance of the financial statement item or because
they require the exercise of significant judgment or the use of estimates. In
addition, Financial Reporting Release No. 61 requires all companies to include a
discussion to address, among other things, liquidity, off-balance sheet
arrangements, contractual obligations and commercial commitments.

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. Accounts receivable are presented net of an allowance for doubtful
accounts of $37,000 and $120,000 at March 31, 2005 and June 30, 2004,
respectively.

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 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.

We periodically review the value of our intangible assets, and do not believe
these assets are subject to impairment at this time. However, this may change in
the future due to the Company's inability to achieve business plan revenues by
reason of possible technology issues and lack of funding to implement planned
marketing programs.

                                       20
<PAGE>

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 March 31, 2005 the Company had deferred revenue of $37,880 compared
to $246,006 as of June 30, 2004.

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.

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.


ITEM 3.  CONTROLS AND PROCEDURES

   The Company's principal executive and financial officer evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of the end of the period covered by this Report. 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, 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 Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Due to our serious working capital shortage, we did not have funds or the
resources available until recently to file this report on a timely basis. There
have been no changes in our internal controls or in other factors that could
significantly affect internal controls that occurred during the quarter ending
March 31, 2005 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting. The Company
believes 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.







                                       21

<PAGE>

                            PART II OTHER INFORMATION

ITEM 1. 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, except
as described below. There has never been a bankruptcy or receivership
proceeding.

   We previously received correspondence from counsel for a third party vendor
alleging that the Company's wrongful retention, conversion and misappropriation
of certain equipment and demanding its return. Such correspondence alleged that
the equipment had a value of $325,000 and threatened the institution of legal
action if the equipment was not promptly returned. The Company and such third
part vendor settled this matter by our delivery of the disputed equipment in
February 2005. No further communication has been received to date.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   For the period July 1, 2005 through March 31, 2005, we sold securities
pursuant to Section 4(2) under the Securities Act of 1933, as amended (the
"Securities Act"), based upon the limited number of offerees, their relationship
to the Company, the number of shares offered, the size of the offering, and the
manner of such offering: During the fiscal quarter ending March 31, 2005, we
issued units for an aggregate of $1,250,000 to accredited investors pursuant to
Rule 506 under the Securities Act. The Company issued units at a price of $7,500
per unit for an aggregate of $917,500 pursuant to a unit offering, as amended;
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 Company issued units at a price of $25,000 per unit for an
aggregate of $332,500 pursuant to a private placement offering to accredited
investors; each unit is comprised of 10,000 shares of restricted common stock,
$0.0001 par value per share, and 40,000 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.
A subscriber must purchase a minimum of four units. Each of the certificates
representing shares of common stock and warrants bear a restrictive legend
restricting transferability under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit No.       Description
----------        -------------------------------------------------------------
 10.16            Employment Agreement between Bizcom and Hanan "Hank" Klein -
                  filed herein

 31.0             Certification - filed herewith

 32.0             Section 1350 Certification - filed herewith

Reports on Form 8-K:  None.


                                       22

<PAGE>

                                   SIGNATURES

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

Date: June 30, 2005                Bizcom U.S.A., Inc.
                                   (Registrant)

                                   By: /s/ Hanan Klein
                                       -----------------------------------------
                                       Hanan Klein, Chief Executive Officer,
                                       Principal Executive and Financial Officer




























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