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 September 30, 2003

[ ]      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                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                  5440 NW 33RD AVENUE, SUITE 106, 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 (X) No ( )

As of November 14, 2003, there were 15,764,750 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
<TABLE>
<CAPTION>
<S>                                                                                                        <C>
Item 1  Financial Statements - Unaudited

Consolidated Balance Sheet at September 30, 2003 ......................................................    3

Consolidated Statements of Operations for the three months ended September 30, 2003 and 2002 ..........    4

Consolidated Statements of Stockholders' Equity for the three months ended September 30, 2003 .........    5

Consolidated Statements of Cash Flows for the three months ended September, 2003 and 2002 .............    6

Notes to Consolidated Financial Statements ............................................................   7-16

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .........   17-23

Item 3. Controls and Procedures .......................................................................   23


                                             PART II OTHER INFORMATION
Item 1. Legal Proceedings .............................................................................   24

Item 2. Changes in Securities .........................................................................   24

Item 3. Defaults Upon Senior Securities ...............................................................   24

Item 4. Submission of Matters to a Vote of Security Holders ...........................................   24

Item 5  Other Information .............................................................................   24

Item 6  Exhibits and Reports on Form 8-K ..............................................................   24
</TABLE>

                                       2
<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1. Financial Statements-Unaudited


BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
<S>                                                                   <C>
Current assets:
    Cash and cash equivalents                                         $     94,628
    Accounts receivable, net                                               199,847
    Inventory                                                              109,268
    Prepaid expenses and other current assets                               36,532
                                                                      ------------
           Total current assets                                            440,275
                                                                      ------------
Property and equipment, net                                              4,988,803
                                                                      ------------
Other assets:
    Deposits                                                                 7,624
    Other receivables                                                      340,597
    Intangible assets, net                                              14,873,769
                                                                      ------------
           Total other assets                                           15,221,990
                                                                      ------------
           Total assets                                               $ 20,651,068
                                                                      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current liabilities:
    Accounts payable and accrued liabilities                          $    596,408
    Deferred revenue                                                       154,622
                                                                      ------------
           Total current liabilities                                       751,030
                                                                      ------------
Commitments and contingencies

Stockholders' equity:
    Preferred stock, $0.0001 par value; 20,000,000 shares
      authorized; no shares issued and outstanding                              --
    Common stock, $0.0001 par value; 200,000,000 shares authorized;
      15,385,750 shares issued and outstanding                               1,538
    Additional paid-in capital                                          27,756,077
    Accumulated deficit                                                 (7,857,577)
                                                                      ------------
           Total stockholders' equity                                   19,900,038
                                                                      ------------
           Total liabilities and stockholders' equity                 $ 20,651,068
                                                                      ============
</TABLE>

          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 ENDED SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                  2003            2002
                                                              ------------    ------------
<S>                                                           <C>             <C>
Sales                                                         $    185,018    $    261,955

Operating expenses:
    Cost of sales                                                  152,135          89,308
    Amortization of licenses                                       415,112          81,296
    Depreciation                                                   136,536           6,220
    General and administrative                                   1,018,249         973,150
                                                              ------------    ------------
        Total operating expenses                                 1,722,032       1,149,974
                                                              ------------    ------------
Net loss                                                        (1,537,014)       (888,019)
                                                              ------------    ------------
Net loss per common share, basic and diluted                  $      (0.10)   $      (0.15)
                                                              ============    ============

Weighted-average number of common shares, basic and diluted     15,244,098       6,110,855
                                                              ============    ============
</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 THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------
<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, 2003                       --     --     15,053,750   $      1,505   $ 26,929,320   $ (6,320,563)   $ 20,610,262
Issuance of common stock for cash            --     --        332,000             33        826,757             --         826,790
Net loss for the three months ended
  September 30, 2003                         --     --             --             --             --     (1,537,014)     (1,537,014)
                                         ------  -----   ------------   ------------   ------------   ------------    ------------
Balance, September 30, 2003                  --     --     15,385,750   $      1,538   $ 27,756,077   $ (7,857,577)   $ 19,900,038
                                         ======  =====   ============   ============   ============   ============    ============
</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 THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                           2003          2002
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
Cash flows from operating activities:
     Net income (loss)                                                 $(1,537,014)   $  (888,019)
     Adjustments to reconcile net income (loss) to net cash used in
       operating activities:
         Depreciation and amortization                                     551,647         87,516
         Allowance for doubtful accounts                                    36,900             --
         Deferred revenue                                                   84,622             --
         (Increase) decrease in:
            Accounts receivable                                            (18,091)      (152,476)
            Inventory                                                       28,134        (78,165)
            Prepaid expenses and other current assets                      (36,519)      (147,852)
            Decrease in license obligation payable                              --       (124,000)
         Increase in accounts payable and accrued liabilities               47,511         56,101
                                                                       -----------    -----------
Net cash used in operating activities                                     (842,810)    (1,246,895)
                                                                       -----------    -----------
Cash flows from investing activities:
     Payment of other liabilities assumed with license and equipment       (95,000)            --
     Purchase of property and equipment                                    (52,630)        (9,146)
     Increase in other assets                                               (6,150)            --
                                                                       -----------    -----------
Net cash used in operating activities                                     (153,780)        (9,146)
                                                                       -----------    -----------
Cash flows from financing activities:
     Common stock issuance, net of expenses                                826,790      1,119,279
                                                                       -----------    -----------
Net cash provided by financing activities                                  826,790      1,119,279
                                                                       -----------    -----------
Net increase in cash and cash equivalents                                 (169,800)      (136,762)
Cash and cash equivalents, beginning of year                               264,428        227,451
                                                                       -----------    -----------
Cash and cash equivalents, end of year                                 $    94,628    $    90,689
                                                                       ===========    ===========
</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"). All material intercompany
transactions have been eliminated. The Company provides emergency management and
first responder software, and wireless voice and data communications equipment
for public safety, critical infrastructure, homeland security, and industrial /
commercial markets.

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 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 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed financial statements of Bizcom U. S. A.,
Inc. (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
accruals) 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, 2003.
Operating results for the three months ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2004.

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, 2003, found in the Company's Form 10-KSB/A.


                                       7
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

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.

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

Cash and cash equivalents include highly liquid investments purchased with an
original maturity of three months or less. At September 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 $75,000 and $0 at September 30, 2003 and 2002,
respectively.

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 ten 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.

                                       8
<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 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 September 30, 2003, the Company had deferred revenue of $154,622
related to license sales.

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

Advertising costs are expensed as incurred. Advertising expenditures totaled
$9,500 and $6,822 during the three months ended September 30, 2003 and 2002,
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 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.

                                       9
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

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

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

Freight costs incurred for delivering goods to customers are included in cost of
goods sold and amounted to $4,393 and $8,477 in 2003 and 2002, respectively. The
Company generated $602 and $1,454 of freight revenues recharged to customers in
2003 and 2002, and this amount is included in sales.

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

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The Company does not
believe that the adoption of this standard will have a material impact on its
financial position or results of operations.

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 of derivative instruments and
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 149 amends SFAS No. 133 for decisions made:
(i) as part of the Derivatives Implementation Group process that require
amendment to SFAS No. 133; (ii) in connection with other FASB projects dealing
with financial instruments; and (iii) in connection with the implementation
issues raised related to the application of the definition of a derivative. SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003
and for designated hedging relationships after June 30, 2003. The Company does
not believe that the adoption of this standard will have a material impact on
its financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." The Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and
further requires that an issuer classify as a liability (or an asset in some
circumstances) financial instruments that fall within its scope because that
financial instrument embodies an obligation of the issuer. Many of such
instruments were previously classified as equity. The statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. The Company does not believe that the adoption of this standard will
have a material impact on its financial position or results of operations.

NOTE 4 -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.


                                       10
<PAGE>

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

NOTE 5 -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 quarters
ended September 30, 2003 and 2002 was $415,112 and $81,296, and accumulated
amortization totaled $1,166,844 and $162,593 at September 30, 2003 and 2002.

Estimated amortization of intangible assets is as follows:

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

                          2004                             $  1,647,114
                          2005                                1,647,114
                          2006                                1,647,114
                          2007                                1,610,447
                          2008                                1,596,447
                                                           ------------
                                                           $ 8,148,236
                                                           ===========


NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
-------------------------------------------------

Accounts payable and accrued liabilities consist of the following:

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

     Accounts payable                                      $345,246   $199,089
     Accrued professional fees and other expenses           100,627      6,163
     Accrued payroll, benefits and related taxes            150,535     69,211
                                                           --------   --------
          Total accounts payable and accrued liabilities   $596,408   $274,463
                                                           ========   ========

                                       11
<PAGE>

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

NOTE 7 - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consists of the following:

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

     Communications equipment               $ 5,145,346    $        --
     Office and computer equipment              180,499        131,811
                                            -----------    -----------
                                              5,325,845        131,811
     Less: accumulated depreciation            (337,042)       (10,537)
                                            -----------    -----------
              Property and equipment, net   $ 4,988,803    $   121,274
                                            ===========    ===========

Depreciation expense was $136,536 and $6,026 for the quarters ended June 30,
2003 and 2002, respectively.

NOTE 8 - RELATED PARTY TRANSACTIONS
-----------------------------------

At September 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 September 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 5), and the remainder was paid for emergency management
consulting services, and was expensed in 2002.

NOTE 9 - 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.

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

                                       12
<PAGE>

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

NOTE 9 - STOCKHOLDERS' EQUITY, CONTINUED
----------------------------------------

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
----------------------------------

During the quarters ended September 30, 2003 and 2002, the Company issued
332,000 and 450,000 shares of common stock and 379,500 and 591,500 warrants,
respectively pursuant to a private placement unit offering dated April 29, 2002
and in direct private placements. (See "Warrants to Purchase Common Stock -
Summary" below.) The Company received net proceeds of $ 826,790 and $1,119,279
in the quarters ending September 30, 2003 and 2002, respectively from these
private placements. Expenses associated with the offerings for the years ending
September 30, 2003 and 2002 were $3,210 and $5,721, and they have been offset
against the proceeds received.

The terms of the April 29, 2002 offering are 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 offering when their
cumulative investment in the offering exceeds certain breakpoints.

NOTE 10 - 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 September 30, 2003 72,500 options were vested. The options
expire on April 29, 2012.

The Company is proposing an employee stock option plan at the 2004 annual
meeting of shareholders. The proposed plan would have 2,000,000 shares of common
stock authorized for grants.

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

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. Pro forma results
reflecting application of SFAS 123 are as follows:

                                                  2003          2002
                                             -------------    ---------
     Net loss
          As reported                        $  (1,537,014)   $(888,019)
                                             =============    =========
          Pro forma                          $  (1,540,622)   $(892,830)
                                             =============    =========
          Basic and diluted loss per share   $       (0.10)   $   (0.15)
                                             =============    =========

SFAS No. 123 requires entities that account for awards of stock-based
compensation to employees in

                                       13
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

NOTE 10 - OPTIONS AND WARRANTS, CONTINUED
-----------------------------------------

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 quarter ended September 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.

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

As described above, the Company has issued, through September 30, 2003, warrants
to purchase a total of 6,008,500 shares of restricted common stock. These
immediately exercisable common stock purchase warrants were issued in two
separate private placements and in direct 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
September 30, 2003 in the private placement which commenced April 29, 2002 and
in direct private placements total 2,598,500; 91,500, 1,915,500 and 591,500 of
the warrants expire during the Company's fiscal years ending June 30, 2005 and
2006 and 2007, respectively and have an exercise price of $3.00 each.

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

Subsequent to September 30, 2003 and through November 14, 2003, the Company
issued 379,000 shares of its common stock and warrants to purchase 1,082,500
shares of restricted common stock pursuant to the April 29, 2002 offering and in
direct private placements for cash totaling $947,500. The warrants expire in the
fiscal year ending June 30, 2007

NOTE 11 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

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.

                                       14
<PAGE>

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

NOTE 12 - 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 quarters ended September 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)                 $   124,564    $   204,432
     Sales - Public Safety                                60,454         57,523

     Cost of Sales - LMR                                 144,116         88,258
     Cost of Sales - Public Safety                         8,019          1,050

     Depreciation and amortization - LMR                 532,187         70,321
     Amortization - Public Safety                         10,975         10,975

     Segment income (loss) - LMR                        (551,739)        45,853
     Segment income - Public Safety                       41,460         45,498

     Depreciation - administrative                         8,486          6,220

     Unallocated general and administrative expenses   1,018,249        973,150
                                                     -----------    -----------
     Operating loss                                  $(1,537,014)   $  (888,019)
                                                     ===========    ===========

NOTE 13 - 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.

                                       15
<PAGE>

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

NOTE 14 - 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 restricted 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. On October 31, 2003, the Company and Sophia agreed
to extend the closing date until November 14, 2003 and on November 13, the
Company and Sophia agreed to extend the closing date until November 20, 2003.
Both companies have concluded their due diligence activities and the
shareholders of Sophia and the board of directors of the Company have approved
the transaction.

                                       16
<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 month period ended September 30, 2003 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/A
for the year ended June 30, 2003, as amended. Historical results may not
indicate 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 which 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; no assurances of and uncertainty of
future profitability; our plan to enter new, untested markets and to expend
considerable development costs to introduce our planned new integrated
communications/emergency management software model; 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 emergency management software market
as most of our software revenue is from state and local governments; the limited
operating history of the 220 MHz Specialized Mobile Radio industry and the
uncertainty of future broad based market acceptance of our 220 MHz products and
services within such industry; our ability to successfully integrate
acquisitions, including our planned acquisition of certain assets of Sophia
Communications, Inc., which may strain our operating earnings and cash flow if
revenues are not 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 Form
10-KSB, as amended, for the fiscal year ending June 30, 2003 under the heading
"Factors That May Effect Future Operating Results," in our press releases and
other reports filed with the Securities and Exchange Commission ("SEC"). 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. (the "Company") provides 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 of 220 MHz
licenses and certain related communications equipment, 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.

                                       17
<PAGE>

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.

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. On October 31, 2003, the Company and Sophia agreed
to extend the closing date until November 14, 2003, and on November 13, the
Company and Sophia agreed to extend the closing date until November 20, 2003.
Both companies have concluded their due diligence activities and the
shareholders of Sophia and the board of directors of the Company have approved
the transaction. The Sophia acquisition will significantly increase our
overhead. While the acquisition presents opportunities to increase sales and
enter new markets, the Company will have to continue to raise additional capital
to sustain existing and new operations.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2003 Compared to the Three Months Ended
September 30, 2002

Total revenues for the quarter ended September 30, 2003 were $185,018, a
decrease of $76,937 or 30% from the September 30, 2002 quarter sales of
$261,955. Sales of radio products and airtime decreased $79,868, or 39%, from
$204,432 in the quarter ended September 30, 2002 to $124,564 in the quarter
ended September 30, 2003, primarily due to lower commercial repeater sales.
Sales of public safety software and services were $60,454 in the quarter ended
September 30, 2003 compared to $57,523 in the prior year quarter. We limited our
marketing efforts for the EM2000 software during the 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 September 30, 2003 we had
$154,622 of deferred license revenues.

Cost of sales for radio products and airtime in the quarter ended September 30,
2003 increased $55,858, or 63%, to $144,116 compared to $88,258 in the quarter
ended September 30, 2002. Gross margin for radio products excluding airtime as a
percent of sales decreased to 27% in the quarter ended September 30, 2003
compared to 50%; the gross margin in the prior year benefited from lower costs
resulting from special purchases from manufacturers which were liquidating
inventory. The special purchases will not continue in future periods.

                                       18
<PAGE>

Cost of sales for airtime sales, which are primarily tower rents, were $80,734
during the fiscal 2004 quarter; there were no tower rents in the prior year
fiscal quarter. 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 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, if we acquire the assets of Sophia, we
may deconstruct certain existing sites owned by us and move the equipment to
service areas with greater populations than currently served in order to meet
Sophia's 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.

Depreciation increased $130,316 to $136,536 in the quarter ended September 30,
2003 from $6,220 in the quarter ended September 30, 2002 year, due to the
acquisition of communications equipment related to the 220 MHz SMR FCC licenses
which we acquired in February and June of 2003. Amortization expense increased
$333,816 to $415,112 in the quarter ended September 30, 2003 from $81,296 in the
quarter ended September 30, 2002 year due primarily to the amortization of 220
MHz SMR FCC licenses which we acquired in February and June of 2003.
Amortization of licenses acquired to date will increase to $1,647,114, and
depreciation of assets acquired to date will increase to $551,746 in fiscal
2004.

Administration expense increased $45,099, or 5%, to $1,018,249 in the quarter
ended September 30, 2003 compared to $973,150 in the quarter ended September 30,
2002 due to higher wages and benefits, investor relations and bad debt expense
and offset by lower consulting fees. Wages and benefits increased $35,825 in the
quarter ended September 30, 2003 to $542,296 from $506,471 in the quarter ended
September 30, 2002. Consulting fees decreased $136,393 to $55,195 in fiscal 2003
compared to $191,588 in the quarter ended September 30, 2002; certain
administrative and business development functions were performed by outside
consultants during early fiscal 2003, and were replaced by full time employees
during the third and forth quarter of fiscal 2003. Bad debt expense was $36,900
in the quarter ended September 30, 2003; there was no bad debt expense in the
quarter ended September 30, 2002. Investor relations expense was $55,924 in the
quarter ended September 30, 2003 compared to $10,500 in the quarter ended
September 30, 2002. Investor relations expense increased due to preparation for
our first annual meeting, investor conference calls, and collateral materials.

We believe that we will have to increase the number of our personnel over the
next approximately 12-18 months as our business may expand due to the possible
acquisition of the Sophia assets and the need to increase our sales and
marketing efforts.

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 quarters ended September 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)                 $   124,564    $   204,432
     Sales - Public Safety                                60,454         57,523

     Cost of Sales - LMR                                 144,116         88,258
     Cost of Sales - Public Safety                         8,019          1,050

     Depreciation and amortization - LMR                 532,187         70,321
     Amortization - Public Safety                         10,975         10,975

     Segment income (loss) - LMR                        (551,739)        45,853
     Segment income - Public Safety                       41,460         45,498

     Depreciation - administrative                         8,486          6,220

     Unallocated general and administrative expenses   1,018,249        973,150
                                                     -----------    -----------
     Operating loss                                  $(1,537,014)   $  (888,019)
                                                     -----------    -----------

                                       19
<PAGE>

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. Revenues from operations are not currently adequate to
sustain all operations, and we will continue to require funding from outside
sources for the currently foreseeable future, the availability of which cannot
be assured.

At September 30, 2003, we had stockholders' equity of $19,900,038, tangible net
worth of $5,026,269 and negative working capital of $310,755. We have no long
term debt at September 30, 2003. Since our inception, we have incurred losses of
$(7,857,577) and during the last fiscal quarter, we used cash in operating
activities of ($842,810). Our operations and acquisitions have been funded
primarily by the sale of common stock with gross proceeds of approximately
$9,192,500 from October 17, 2001 through September 30, 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. Subsequent to the 2004 fiscal quarter
end and through November 14, 2003, we have raised an additional $947,500 in
equity funds, of which $300,000 is designated to fund the initial cash payment
in the Sophia acquisition, if consummated, or otherwise for working capital and
general corporate purposes. There are no current arrangements with purchasers
for any of our securities.

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.

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 $700,000 in cash payments for the possible Sophia acquisition,
approximately $200,000 to meet Sophia's FCC construction deadlines and
approximately $500,000 for 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 such increased resources to expand our sales
and marketing efforts. To the extent that we do not raise $5,000,000 of
additional capital, our plan to introduce an integrated emergency management
software/sensor communication/220MHz radio communication systems solution will
be delayed or curtailed .

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.

                                       20
<PAGE>

We do not anticipate any material capital expenditures for our existing
operations. However, if we complete the Sophia acquisition, we may need to
purchase equipment to meet FCC construction deadlines for Sophia's FCC licenses.
At present, we believe that converting our existing installed communications
equipment to the Sophia spectrum and using equipment in our and Sophia's
inventory, our capital expenditures and installation costs to meet construction
deadlines will be approximately $200,000. Our immediate capital expenditure
requirements, which are anticipated to be less than $200,000, consist primarily
of computer equipment and office furniture for software development activities
and to support additional administrative and sales personnel. However, we will
require up to $100,000 of capital expenditures to develop our Integration Model,
including additional costs to create an integrated emergency management
software, sensor and communications network. However, our share of such costs is
not determinable at this time as vendors and government users may contribute
amounts to offset some of our costs. 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 request shareholders to approve a
stock option plan in December, 2003 year end for 2,000,000 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 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have no derivative investments, and do not borrow funds. We are not exposed
to market risk from changes in interest rates. The price per share of our common
stock offered in our equity private placement has been determined by the
Company, and the future price of shares could be affected by market forces
including demand or lack of demand for our shares in any private placement.

SEGMENT REPORTING DISCLOSURES

Our reportable business segments are strategic business units that offer
distinctive products that are marketed through different channels. Our two
reportable segments are land mobile radio sales and public safety software and
consulting. Our 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 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.

                                       21
<PAGE>

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 $75,000 and $0 at September 30, 2003 and 2002, 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 ten 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 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, 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 September 30, 2003, we had deferred revenue of $154,622 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 from those estimates.

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

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

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

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is


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<PAGE>

effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The Company does not
believe that the adoption of this standard will have a material impact on its
financial position or results of operations.

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 of derivative instruments and
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 149 amends SFAS No. 133 for decisions made:
(i) as part of the Derivatives Implementation Group process that require
amendment to SFAS No. 133; (ii) in connection with other FASB projects dealing
with financial instruments; and (iii) in connection with the implementation
issues raised related to the application of the definition of a derivative. SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003
and for designated hedging relationships after June 30, 2003. The Company does
not believe that the adoption of this standard will have a material impact on
its financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." The Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and
further requires that an issuer classify as a liability (or an asset in some
circumstances) financial instruments that fall within its scope because that
financial instrument embodies an obligation of the issuer. Many of such
instruments were previously classified as equity. The statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. The Company does not believe that the adoption of this standard will
have a material impact on its financial position or results of operations.

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. There have been no changes in our internal control over financial
reporting that occurred during the quarter ending September 30, 2003 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.

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<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. There
has never been a bankruptcy or receivership proceeding.

ITEM 2. CHANGES IN SECURITIES

For the period July 1, 2003 through September 30, 2003, 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 first fiscal quarter ending September 30,
2003, we issued units at a price of $7,500 per unit for an aggregate of $830,000
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. 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.

Not Applicable

ITEM 5. OTHER INFORMATION

None

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

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)

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<PAGE>

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)

31.0 Certification - filed herewith

32.0  Section 1350 Certification - filed herewith

(b) Reports on Form 8-K: none filed.


                                       25
<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: November 19, 2003         Bizcom U.S.A., Inc.
                               (Registrant)

                                By: /s/ Hanan Klein

                                ----------------------------------------------
                                Hanan Klein, Chief Executive Officer/Principal
                                Executive and Financial Officer



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