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 December 31, 2004

[ ]  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 December 31, 2004
     and June 30, 2004 ................................................     3

Consolidated Statements of Operations for the three months and
     six months ended December 31, 2004 and 2003 ......................     4

Consolidated Statements of Stockholders' Equity for the
     six months ended December 31, 2004 ...............................     5

Consolidated Statements of Cash Flows for the six months ended
     December 31, 2004 and 2003 .......................................     6

Notes to Consolidated Financial Statements.............................  7-12

Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations ........................................ 13-19

Item 3. Controls and Procedures........................................    19


                            PART II OTHER INFORMATION
Item 1. Legal Proceedings .............................................    20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ...    20

Item 3. Defaults Upon Senior Securities................................    20

Item 4. Submission of Matters to a Vote of Security Holders............    20


Item 5. Other Information...............................................   20

Item 6.Exhibits and Reports on Form 8-K.................................   20



<PAGE>

                           PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

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


<TABLE>
<CAPTION>
                                                                             DEC. 31,         JUNE 30,
                                                                              2004              2004
                                                                          ------------      ------------
                                                                           (Unaudited)
<S>                                                                       <C>               <C>
                                     ASSETS
                                     ------
Current assets:
   Cash                                                                   $     23,286      $    134,099
   Accounts receivable, net                                                     81,089            48,854
   Inventory, net                                                              376,351           155,197
   Prepaid expenses and other current assets                                    44,329            49,886
                                                                          ------------      ------------
      Total current assets                                                     525,055           388,036
                                                                          ------------      ------------
Property and equipment, net                                                  2,837,526         3,112,755
                                                                          ------------      ------------

Other assets:
   Deposits                                                                     26,628            26,628
   Other receivables                                                                --            23,000
   Intangible assets, net                                                   32,492,493        34,673,927
                                                                          ------------      ------------
      Total other assets                                                    32,519,121        34,723,555
                                                                          ------------      ------------
      Total assets                                                        $ 35,881,702      $ 38,224,346
                                                                          ============      ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current liabilities:
   Accounts payable and accrued liabilities                               $  1,429,932      $  1,110,729
   Accrued liabilities                                                         372,567           353,643
   Related party                                                                45,000            55,000
   Notes payable                                                             3,255,055           330,050
   Deferred revenue                                                            140,750           246,006
                                                                          ------------      ------------
      Total current liabilities                                              5,243,304         2,095,428
                                                                          ------------      ------------
Long term liabilities:
   Note payable                                                                     --         2,983,000
                                                                          ------------      ------------
      Total liabilities                                                      5,243,304         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 September 30, 2004
   and June 30, 2004, respectively                                                  --                --
   Common stock, $0.0001 par value; 200,000,000 shares authorized;
   24,793,674 and 24,066,674 shares issued and outstanding
   at December 31, 2004 and June 30, 2004, respectively                          2,479             2,406
   Additional paid-in capital                                               51,239,097        49,436,236
   Accumulated deficit                                                     (20,603,178)      (16,292,724)
                                                                          ------------      ------------
Total stockholders' equity                                                  30,638,398        33,145,918
                                                                          ------------      ------------
Total liabilities and stockholders' equity                                $ 35,881,702      $ 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 SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
================================================================================

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                      DECEMBER 31,                        DECEMBER 31,
                                                2004              2003              2004              2003
                                            ------------      ------------      ------------      ------------
<S>                                         <C>               <C>               <C>               <C>
Sales                                       $    318,730      $    317,488      $    522,785      $    502,506

Operating expenses:
Cost of sales                                    326,096           204,869           517,513           332,432
Amortization of licenses                       1,078,113           575,834         2,156,434           990,946
Depreciation                                     142,064           149,049           284,014           285,585
General and administrative                       767,489         1,105,138         1,849,066         2,147,959
                                            ------------      ------------      ------------      ------------
               Total operating expenses        2,313,762         2,034,890         4,807,027         3,756,922
                                            ------------      ------------      ------------      ------------
Operating loss                                (1,995,032)       (1,717,402)       (4,284,242)       (3,254,416)
                                            ------------      ------------      ------------      ------------
Other income                                      32,266                --            32,266                --
Interest expense                                  29,238            13,019            58,478            13,019
                                            ------------      ------------      ------------      ------------
Net loss                                    $ (1,992,004)     $ (1,730,421)     $ (4,310,454)     $ (3,267,435)
                                            ============      ============      ============      ============
Net loss per common share,
 basic and diluted                          $      (0.08)     $      (0.10)     $      (0.18)     $      (0.20)
                                            ============      ============      ============      ============
Weighted-average number of
common shares, basic and diluted              24,574,891        17,731,615        24,413,495        16,487,856
                                            ============      ============      ============      ============
</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 SIX MONTHS ENDED DECEMBER 31, 2004
================================================================================

<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                           --            --       727,000              73      1,802,861             --       1,802,934
Issuance of common stock
    for acquisitions                   --            --            --              --             --             --              --
Net loss for the six months
    ended December 31, 2004            --            --            --              --             --     (4,310,454)     (4,310,454)
                                ---------     ---------   -----------    ------------   ------------   ------------    ------------
Balance, December 31, 2004             --            --    24,793,674    $      2,479   $ 51,239,097   $(20,603,178)   $ 30,638,398
                                =========     =========   ===========    ============   ============   ============    ============
</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 SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
================================================================================

<TABLE>
<CAPTION>

                                                                                          2004              2003
                                                                                      ------------      ------------
<S>                                                                                   <C>               <C>
Cash flows from operating activities:
              Net Loss                                                                $ (4,310,454)     $ (3,267,435)
              Adjustments to reconcile net loss to net cash used in
                operating activities:
              Depreciation and amortization                                              2,440,448         1,276,531
              Changes in assets and liabilities net of effects from acquisitions:
              Allowance for doubtful accounts                                               38,703            76,900
              Inventory Reserve                                                             29,843                --
              Deferred revenue                                                            (105,256)          (48,089)
                 Sale of surplus license                                                    25,000                --
              (Increase) decrease in:
              Accounts receivable                                                          (70,938)          (60,863)
              Inventory                                                                   (250,997)           96,522
              Prepaid expenses and other current assets                                     28,557           (76,821)
              Increase in accounts payable                                                 319,203           103,590
              Increase (decreease) in accrued liabilities                                   18,924          (141,070)
                                                                                      ------------      ------------
Net cash used in operating activities                                                   (1,836,967)       (2,040,735)
                                                                                      ------------      ------------

Cash flows from investing activities:
              Payment of other liabilities assumed with license and equipment                   --          (239,000)
              Cash payment for acquisition                                                      --          (300,000)
              Purchase of property and equipment                                            (8,785)          (65,416)
              Repayment of Notes Payable                                                   (67,995)               --
              (Increase) Decrease in other assets                                               --            (6,971)
                                                                                      ------------      ------------
Net cash used in investing activities                                                      (76,780)         (611,387)
                                                                                      ------------      ------------

Cash flows from financing activities:
              Common stock issuance, net of expenses                                     1,802,934         2,441,189
                                                                                      ------------      ------------
Net cash provided by financing activities                                                1,802,934         2,441,189
                                                                                      ------------      ------------

Net decrease in cash                                                                      (110,813)         (210,933)
Cash, beginning of year                                                                    134,099           264,428
                                                                                      ------------      ------------
Cash, end of period                                                                   $     23,286      $     53,495
                                                                                      ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
              Cash paid for interest                                                  $     35,000      $         --
                                                                                      ============      ============
              Cash paid for income taxes                                              $         --      $         --
                                                                                      ============      ============

              Non-cash transactions:
              Stock and notes issued in acquisition:
              Issuance of common stock (5,000,000 shares)                             $         --      $ 12,650,000
              Note payable December 31, 2007                                                    --         2,900,000
              Note payable March 31, 2004                                                       --           400,000
                                                                                      ------------      ------------
                                                                                      $         --      $ 15,950,000
                                                                                      ============      ============
</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.


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, 2004.
Operating results for the six months ended December 31, 2004 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.

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

Cash and cash equivalents include highly liquid investments purchased with an
original maturity of three months or less. At December 31, 2004 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

                                       8


<PAGE>

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


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


accounts will change. Accounts receivable are presented net of an allowance for
doubtful accounts of $176,000 and $120,000 at December 31, 2004 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 $70,100 and $40,000 at December 31, 2004 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 six months ended December 31, 2004 and
the six months ended December 31, 2003 was $2,156,434 and $990,946,
respectively. Accumulated amortization totaled $5,873,927 and $3,717,493 at
December 31, 2004 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.

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.

                                       9

<PAGE>

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


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

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

Advertising costs are expensed as incurred. Advertising expenditures totaled
$17,859 and $9,500 during the six months ended December 31, 2004 and 2003,
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 2003 financial statements have been
reclassified to conform to the 2004 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,
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.

                                       10

<PAGE>

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


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 six months ended December
31, 2004 and 2003 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:

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                SIX MONTHS ENDED
                                                              DECEMBER 31,                     DECEMBER 31,
                                                         2004             2003             2004             2003
                                                     -----------      -----------      -----------      -----------
<S>                                                  <C>              <C>              <C>              <C>
Sales - Voice and Data                               $   249,866      $   237,118      $   343,201      $   361,682
Sales - Homeland Security/Public Safety                   68,864           80,370          179,584          140,824

Cost of Sales - Voice and Data                           319,672          198,092          510,706          317,635
Cost of Sales - Homeland Security/Public Safety            6,424            6,777            6,807           14,797

Depreciation and amortization - Voice and Data         1,153,940          703,623        2,307,974        1,235,810
Amortization - Homeland Security/Public Safety            21,951           10,975           43,902           21,950

Segment income (loss) - Voice and Data                (1,223,746)        (664,597)      (2,475,479)      (1,191,763)
Segment income - Homeland Security/Public Safety          40,489           62,618          128,875          104,077

Depreciation - administrative                             44,286           10,285           88,572           18,771

Unallocated general and
 administrative expenses                                 767,489        1,105,138        1,849,066        2,147,959
                                                     -----------      -----------      -----------      -----------

Operating loss                                       $(1,995,032)     $(1,717,402)     $(4,284,242)     $(3,254,416)
                                                     ===========      ===========      ===========      ===========
</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.

                                       11

<PAGE>

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


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,
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.

















                                       12
<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 six months ended December 31, 2004 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 recently administered
several cost reduction programs including payroll expense reductions in the form
of layoffs, reductions in work hours 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.

                                       13

<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) launch our AVL (automatic
vehicle location) product in the Chicago area followed by other select markets;
(c) initiate a direct mail campaign for the purpose of marketing Geocommand, 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. 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.


RESULTS OF OPERATIONS

Three Months Ended December 31, 2004 Compared to the Three Months Ended December
31, 2003

   Total revenues for the quarter ended December 30, 2004 were $318,730, a
slight increase of $1,242 from the December 31, 2003 quarter sales of $317,488.
Sales of radio products and airtime increased $12,748 or 5%, from $237,118 in
the quarter ended December 31, 2003 to $249,866 in the quarter ended December
31, 2004. Revenues from public safety software and services were $68,864 in the
quarter ended December 31, 2004 compared to $80,370 in the prior year quarter, a
decrease of $11,506, or 14%.

                                       14

<PAGE>

   Cost of sales for the quarter ended December 31, 2004 were $326,096, an
increase of $121,227 or 59% from the December 31, 2003 quarter cost of sales of
$204,869. Cost of sales for radio products and airtime in the quarter ended
December 31, 2004 increased $121,265, or 61%, to $319,672 compared to $198,092
in the quarter ended December 31, 2003 due to sale of products with lower gross
margins and increased site lease and telecomm expenses related to equipment
deployed with FCC licenses. Gross margin for radio products excluding airtime
for the quarter ended December 31, 2004 were $51,393, a decrease of $46,980, or
48% from the December 31, 2003 quarter amount, $98,373, due to lower sales of
data radios and lower gross margins on voice product sales. Gross margin for
radio products excluding airtime as a percent of sales decreased to 16% in the
quarter ended 31, 2004 compared to 31% in the 2003 quarter.

   Airtime sales were $20,638 in the quarter ended December 31, 2004. Cost of
sales for airtime sales, which are primarily tower rents, were $141,836 during
the same quarter. There were $33,474 airtime sales and $93,136 cost of sales for
airtime sales 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 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.

   Depreciation decreased to $142,064 in the quarter ended December 31, 2004
from $149,049 in the quarter ended December 31, 2004. Amortization expense
increased $502,279 to $1,078,113 in the quarter ended December 31, 2004 from
$575,834 in the quarter ended last year due primarily to the amortization of 220
MHz SMR FCC licenses which we acquired in the November 2003 Sophia acquisition
and licenses acquired in May 2004.

   Administration expense decreased $337,649, or 31%, to $767,489 in the quarter
ended December 31, 2004 compared to $1,105,138 in the quarter ended December 31,
2003 due primarily to reductions in salaries and benefits. Salaries and benefits
decreased by $342,331 or 48% to $369,402 for the quarter as compared to $711,733
for the quarter ended December 31, 2003. Consulting expense increased $18,927 to
$84,608 for the quarter as compared to $65,681 for the quarter ended December
31, 2003. Professional fees increased $24,113 to $106,037 in the quarter ended
December 31, 2004 compared to $81,924 in the quarter ended December 31, 2003 as
several regulatory filings were completed. Rent expense decreased $35,335 to
$23,132 during the quarter ended December 31, 2004 compared to $58,467 in the
same quarter in fiscal year 2003 after negotiations with our landlords. Bad Debt
Expense was $25,000 for the quarter ended December 31, 2004 as compared to
$40,000 for the quarter ended December 31, 2003.

Six Months Ended December 31, 2004 Compared to the Six Months Ended December 31,
2003

   Total revenues for the six months ended December 31, 2004 were $522,785, an
increase of $20,279 or 4% from the December 31, 2003 six months sales of
$502,506. Sales of radio products and airtime, of $343,201 decreased $18,481, or
5% from $361,682 for the period ended December 31, 2003. Sales of public safety
software and services were $179,584 in the six months ended December 31, 2004
compared to $140,824 in the prior year period. The increase was due primarily to
recognizing previously deferred license fees in the quarter.

   Cost of sales for the six months ended September 30, 2004 were $517,513, an
increase of $185,081 or 56% from the six months ended September 30, 2003 cost of
sales of $332,432. Cost of sales for radio products and airtime in the six
months ended December 31, 2004 increased $193,071, or 61%, to $510,706 compared
to $317,635 in the six months ended December 31, 2003. Gross margin for radio
products excluding airtime for the six months ended December 31, 2004 were
$73,363, a decrease of $73,088, or 50% from $146,451 for the six month period
ended December 31, 2003, due to lower sales of data products and lower margins.
Gross margin for radio products excluding airtime as a percent of sales
decreased to 14% in the six months ended December 31, 2004 compared to 29% in
the six months ended December 31, 2003. Airtime sales were $37,892 in the six
months ended December 31, 2004 compared to $71,150 for the same period in the
prior year. Cost of sales for airtime sales, which are primarily tower rents,
were $278,759 during the six months ended December 31, 2004, an increase of
$104,890 compared to costs of $173,869 in the corresponding period last year.

   Depreciation decreased slightly by $1,571 to $284,014 in the six months ended
December 31, 2004 from $285,585 in the previous year. Amortization expense
increased $1,165,488 to $2,156,434 in the six months ended December 31, 2004
from $990,946 in the previous year due primarily to the amortization of 220 MHz
licenses acquired from Sophia in November 2004 and other licenses acquired in
May 2004.

                                       15


<PAGE>

   Administration expense decreased $298,893, or 14%, to $1,849,066 in the six
months ended December 31, 2004 compared to $2,147,959 in the six months ended
December 31, 2003 primarily due to reductions in salaries and benefits. Salaries
and benefits decreased $275,108 to $953,228 for the six months ended December
31, 2004 compared to $1,228,336 for the same period last year. Consulting
expenses increased $118,303 to $239,179 for the six-month period in 2004 as
compared to $120,876 in the previous year. Professional fees increased by
$25,609 to $166,861 for the six months ending December 31, 2004 compared to
$141,252 for the same period in fiscal year 2004 due to regulatory filings in
December. Rent expense was $86,133 for the six months ended December 31, 2004, a
decrease of $29,749 as compared to the $115,882 for the six months ended the
previous year because of lease negotiations and concessions from our landlords.
Travel expense for the six-month period ended December 31, 2004 was $54,327 as
compared to $97,094 for the same period in the previous year as the company
reduced staff and travel related costs.

   We believe that we will have to increase the number of our personnel over the
next approximately 12 months as our business may expand due to 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, 2004 and
2003 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:


<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                SIX MONTHS ENDED
                                                              DECEMBER 31,                     DECEMBER 31,
                                                         2004             2003             2004             2003
                                                     -----------      -----------      -----------      -----------
<S>                                                  <C>              <C>              <C>              <C>
Sales - Voice and Data                               $   249,866      $   237,118      $   343,201      $   361,682
Sales - Homeland Security/Public Safety                   68,864           80,370          179,584          140,824

Cost of Sales - Voice and Data                           319,672          198,092          510,706          317,635
Cost of Sales - Homeland Security/Public Safety            6,424            6,777            6,807           14,797

Depreciation and amortization - Voice and Data         1,153,940          703,623        2,307,974        1,235,810
Amortization - Homeland Security/Public Safety            21,951           10,975           43,902           21,950

Segment income (loss) - Voice and Data                (1,223,746)        (664,597)      (2,475,479)      (1,191,763)
Segment income - Homeland Security/Public Safety          40,489           62,618          128,875          104,077

Depreciation - administrative                             44,286           10,285           88,572           18,771

Unallocated general and
 administrative expenses                                 767,489        1,105,138        1,849,066        2,147,959
                                                     -----------      -----------      -----------      -----------

Operating loss                                       $(1,995,032)     $(1,717,402)     $(4,284,242)     $(3,254,416)
                                                     ===========      ===========      ===========      ===========
</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.

                                       16

<PAGE>

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 December 30, 2004, we had stockholders' equity of $30,638,398, tangible net
worth of $(1,854,095) and negative working capital of $(4,718,249). Since our
inception, we have incurred losses of $(20,603,178) and during the last six
months, we used cash in operations of $(1,836,967). 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.

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 for the quarter ended September 30, 2004 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.

                                       17

<PAGE>

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.

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 six months ended December
31, 2004 and 2003 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 $176,000 and $120,000 at December 31, 2004 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

                                       18

<PAGE>

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.

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 December 31, 2004 the Company had deferred revenue of $140,750
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
December 31, 2004 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, 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, 2004 through December 31, 2004, 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 December 31, 2004,
we issued units for an aggregate of $1,007,500 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 $420,000 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 $650,000 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.


31.0    Certification - filed herewith

32.0    Section 1350 Certification - filed herewith

Reports on Form 8-K:  None.




                                       20

<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 22, 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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