U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended April 30, 1999

                         Commission file number 0-14978

                            Pre-Cell Solutions, Inc.
                            ------------------------
                       (Name of Registrant in its Charter)

              Colorado                                    84-0751916
              --------                                    ----------
     (State or Other Jurisdiction of                    (I.R.S. Employer
     Incorporation or Organization)                    Identification No.)

         255 East Drive, Suite C, Melbourne, Florida              32904
         -------------------------------------------              -----
            (Address of Principal Executive Offices)            (Zip Code)

                                 (321) 308-2900
                                 --------------
                           (Issuer's Telephone Number)

              Securities registered under Section 12(b) of the Act:

                                      None.
                                      -----

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

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]

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

State issuer's revenues for its most recent fiscal year.   $ 22,936.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days. $317,900

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 33,848,426 as of October 1, 1999.

This report contains a total of 81 pages.

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         Other than  historical  and factual  statements,  the matters and items
discussed in this Annual Report on Form 10-K are forward-looking statements that
involve  risks and  uncertainties.  Actual  results  of the  Company  may differ
materially from the results discussed in the forward-looking statements. Certain
factors  that  could  contribute  to such  differences  are  discussed  with the
forward-looking statements throughout this report.

General

Corporate Background

         Pre-Cell  Solutions,  Inc. (the "Company") was organized under the laws
of the State of  Colorado  on July 20,  1981  under  the name Oil Field  Service
Company,  Inc. ("Oil Field").  On January 2, 1986, Oil field changed its name to
Transamerican Petroleum Company  ("Transamerican") by virtue of a certificate of
amendment  from the Secretary of State of Colorado.  At the time,  Transamerican
was  a  wholly  owned  subsidiary  of  PTP  Resource  Corporation,   a  Canadian
Corporation  whose stock was traded on the Vancouver  Stock Exchange and Nasdaq.
Pursuant  to a request  filed  with the Chief  Counsel,  division  of  Corporate
Finance,  of the United States Securities and Exchange  Commission  ("SEC"),  on
March 27,  1986  permission  was granted  for the stock of  Transamerican  to be
distributed  on  a  pro-rated   bases  to  all   shareholders  of  PTP  Resource
Corporation. The stock was issued on April 24, 1986.

         In the past,  the Company had  provided a vehicle to take  advantage of
business  opportunities  which management believed from time to time were in the
best interest of the Company's shareholders.

Acquisition of Pre-Cell Solutions, Inc.

         On December 1, 1998, The Company acquired  Pre-Cell  Solutions,  Inc, a
Florida  corporation.  ("Pre-Cell") through the issuance of 32,156,000 shares of
its common stock (see "certain transactions").  On December 6, 1998, the Company
filed an  amendment  to its  Article  of  Incorporation  changing  its name from
Transamerican  to Pre-Cell  Solutions,  Inc. The business of Pre-Cell has become
the business of the Company.  The Company  anticipates  that the  acquisition of
Pre-Cell  will  significantly  increase  its  revenues  and  provide  it with an
opportunity to acquire market share in an emerging industry.

         The   Company   is  a   non-facilities   based   provider   of  prepaid
telecommunications  services  primarily to  residential  customers.  The Company
currently offers pre-paid residential local and long distance telecommunications
services to consumers  who reside in the state of Florida.  The Company  markets
its services to  consumers  who are unable to obtain  credit from the  Incumbent
Local Exchange Carrier  ("ILEC") or other  Competitive  Local Exchange  Carriers
("CLECs").  In particular,  a significant  number of low-income  individuals are
unable to obtain local telephone service from the ILEC or other CLECS because of
a bad credit  history or no credit  history at all. Most ILECs and CLECs provide
local exchange and/or long distance  telecommunications  services  strictly on a
credit  basis.  The Company  provides its  telecommunications  services to these
consumers only on a pre-paid basis.

         Because no credit is involved,  the Company can provide these  services
without  risk even when a security  deposit  cannot be provided by the  consumer
(which  is  generally  required  by the  ILEC or other  CLECs  when  service  is
requested by low-income,  credit deprived consumers). The Company's services are
immediately  available to the customer after the establishment of an account and
appropriate payment. The

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service  is ideal for  consumers  with  limited  income who are unable to obtain
credit from the ILEC or other CLEC, but who desire to place telephone calls from
their home.

         Pre-paid  phone service is available to certain ILEC and CLEC customers
for their local exchange services,  however,  these providers do not customarily
provide a combined full service local and long distance  exchange  service.  The
Company  believes that it is the only CLEC that has developed the  capability of
bundling these services into a single  carrier  product  offering the non-credit
worthy consumer market.

         The   Company   has   an   agreement   to   purchase   local   exchange
telecommunications    services   from   BellSouth    Telecommunications,    Inc.
("BellSouth")  in each of the  eleven  states  where  BellSouth  provides  local
exchange services. Additionally, the Company acquires domestic and international
long distance  telecommunication  services from Sprint. The Company provides its
customers   domestic  and   international   long  distance  services  through  a
proprietary switching and customer account based software application, furnished
by a third party Florida based interconnection switching facility.

         The   company   has   designed   its   services   to  meet  the   basic
telecommunication  needs of the unique  customers  in its niche  target  markets
while  maintaining  a fully  featured  array of telephone  services.  Management
believes  that  Pre-Cell's  sensitivity  to consumer  demands  coupled  with its
customer care personnel  will enable it to tailor its service  offerings to meet
customers'  needs and to  creatively  package its services to provide  "one-stop
shopping" solutions for those customers.

Local Exchange Services.

         Pre-Cell offers local telephone services,  including local dial tone as
well as other features such as:

         o  call forwarding;
         o  call waiting;
         o  caller ID;
         o  voice mail;
         o  3 way calling;
         o  speed dial;
         o  repeat dial; and
         o  call return and call block.

Long Distance Services.

         Pre-Cell offers a full range of domestic long distance  services,  such
as:

         o interLATA,  which are calls that pass one "Local Access and Transport
           Area" or "LATA" to another, and such calls must be carried across the
           LATA boundary by a long-distance carrier; and

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         o   international long distance services.

         These services including "1+" outbound calling,  and such complementary
services as travel cards and operator assistance.

         The Company is pursuing a growth  strategy to  capitalize  on its early
entrance into the emerging and expanding markets for prepaid  telecommunications
services.  Significant  components of the Company's strategy include: (i) expand
its customer base within the state of Florida;  (ii) expand its customer base to
include  consumers who reside in the ten other states where  BellSouth  provides
local  exchange  services  where the  Company  has an  agreement  to acquire and
re-sell  local  exchange  services;  (iii) expand its  customer  base to include
consumers who reside in  non-BellSouth  states where it can negotiate  favorable
re-sale agreements with the ILEC or other facilities based CLECs; (iv) offer its
customers a variety of other prepaid  telecommunications  products and services,
including,  prepaid cellular,  prepaid paging, prepaid Internet access and other
enhanced prepaid telecommunications  services; and (v) pursue the acquisition of
companies that fit within the Company's business strategy.

Market Overview

Telecommunications Services

         The  traditional  U.S.  market for  telecommunications  services can be
divided into three basic sectors: (1) long distance services, (2) local exchange
services and (3) Internet  access  services.  It is estimated  that in 1999 that
local exchange  services  market  accounted for revenues of $92.4 billion,  long
distance  services  market  generated  revenues of $104.6  billion and  Internet
services market revenues totaled $6.3 billion.  Revenues for both local exchange
and long distance services include amounts charged by long distance carriers and
subsequently  paid to ILECs (or,  where  applicable,  CLECs)  for long  distance
access.

         Long  Distance  Services.   A  long  distance  telephone  call  can  be
envisioned  as  consisting  of three  segments.  Starting  with the  originating
customer,  the call  travels  along an ILEC or CLEC  network to a long  distance
carrier's point of presence ("POP"). At the POP, the call is combined with other
calls  and sent  along a long  distance  network  to a POP on the long  distance
carrier's network near where the call will terminate. The call is then sent from
this  POP  along  an ILEC or CLEC  network  to the  terminating  customer.  Long
distance  carriers  provide only the connection  between the two local networks,
and pay access charges to LECs for originating and terminating calls.

         Local Exchange Services.  A local call is one that does not require the
services of a long distance carrier. In general, the local exchange carrier does
provide the local portion of most long distance calls.

         Internet Services. Internet services are generally provided in at least
two distinct  segments.  A local  network  connection  is required  from the ISP
customer to the ISP's local facilities. For residential users, these connections
are generally connections through the public switched telephone network obtained
on a dial-up  access  basis as a local  exchange  telephone  call.  Once a local
connection is made to the internet service  provider's ("ISP") local facilities,
information  can be  transmitted  and obtained over a  packet-switched  internet
protocol  data  network,   which  may  consist  of  segments  provided  by  many
interconnected  networks  operated  by a number  of  ISPs.  This  collection  of
interconnected  networks  makes  up the  Internet.  A key  feature  of  Internet
architecture  and packet  switching is that a single  dedicated  channel between
communication  points is never established,  which distinguishes  Internet-based
services from the public switched telephone network.

Strategy

         The Company is pursuing a growth  strategy to  capitalize  on its early
entrance into the emerging and expanding markets for prepaid  telecommunications
services. The Company intends to focus its sales and

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<PAGE>

marketing efforts on the credit-challenged consumer.  Additionally,  the Company
intends to pursue  individual  and business  consumers who desire to utilize the
Company's  prepaid  products  and  services  as  a  mechanism  to  budget  their
telecommunications costs.

         Significant  components of the Company's  strategy include:  (i) expand
its customer base within the state of Florida;  (ii) expand its customer base to
include  consumers who reside in the ten other states where  BellSouth  provides
local  exchange  services  where the  Company is  pursuing a growth  strategy to
capitalize on its early  entrance  into the emerging and  expanding  markets for
prepaid  telecommunications  services.  Significant  components of the Company's
strategy include: (i) expand its customer base within the state of Florida; (ii)
expand its customer base to include consumers who reside in the ten other states
where BellSouth  provides local exchange  services where the Company already has
an  agreement in place to acquire and re-sell  local  exchange  services;  (iii)
expand its customer base to include consumers who reside in non-BellSouth states
where  it can  negotiate  favorable  re-sale  agreements  with the ILEC or other
facilities  based  CLECs;  (iv) offer its  customers a variety of other  prepaid
telecommunications products and services,  including,  prepaid cellular, prepaid
paging,  prepaid Internet access and other enhanced  prepaid  telecommunications
services;  and (v)  pursue  the  acquisition  of  companies  that fit within the
Company's business strategy.

Trademarks

         None

Sales And Marketing

         Distribution  Strategy.  The  Company's  distribution  strategy  is  to
utilize  alternative  distribution  channels to sell and market its products and
services.  Through  the  combination  of a direct  sales  force and  alternative
distribution channels, the Company believes that it will be able to more rapidly
access markets and increase revenue-producing traffic.

         As part of its distribution strategy, the Company is developing several
alternative  distribution channels.  These include agents and resellers.  Agents
are  independent  organizations  that sell the  Company's  products and services
under the  Pre-Cell  brand name to  end-users  in  exchange  for  revenue  based
commissions.  The Company recruits agents that specialize in marketing  products
and services to consumers with demographic  characteristics  similar to those of
the Company's unique customers. The Company's agents may not necessarily be well
versed in  telecommunications,  because they are generally  convenience  stores,
drugstores or  supermarkets  that offer the  Company's  products to their retail
customers.  Sales  through this  alternative  distribution  channel  require the
Company to provide the same type of services  that would be provided in the case
of sales through its own direct sales force such as order  fulfillment,  billing
and collections, customer care and direct sales management.

         Resellers are independent companies,  including other competitive local
exchange  companies,  that purchase the Company's products and services and then
"repackage"  these  services for sale to their  customers  under their own brand
name.  Resellers  generally require access to certain of the Company's  business
operating  systems in connection with the sale of the Company's  services to the
resellers'  customers.  Sales through this distribution channel generally do not
require the Company to provide order  fulfillment,  billing and  collection  and
customer care.

Government Regulation

         Federal

         The  Telecommunications Act was intended to remove some of the barriers
between the long distance and local telecommunications markets, allowing service
providers from each of these sectors (as well as cable television  operators and
others) to compete in all communications markets. The FCC must issue regulations
to address various requirements of the Telecommunications Act. For instance, the
Telecommunications Act generally requires ILECs to (1) allow competitors such as
the Company to interconnect with the ILECs'

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<PAGE>

networks  and  (2)  give  competitors  nondiscriminatory  access  to the  ILEC's
networks on more favorable terms than have been available in the past. In August
1996, the FCC adopted  regulations  intended to detail the  requirements  of the
Telecommunications   Act  relating  to  interconnection  (the   "Interconnection
Order").  The Interconnection  Order includes detailed provisions  regarding the
interconnection  of ILEC  networks  with  those  of new  competitors  as well as
requirements  that the ILECs make certain of their network elements and services
available to competitors.

         In October 1996, portions of the  Interconnection  Order were stayed by
the United  States  Court of Appeals  for the Eighth  Circuit.  This court later
invalidated  certain  of  those  provisions,  including  ones in  which  the FCC
asserted  jurisdiction  over the  pricing of  interconnection  elements  and the
"pick-and-choose"  provisions which allow carriers to adopt select provisions of
other carriers'  interconnection  agreements.  The FCC appealed this decision to
the United States Supreme  Court.  In January 1999, the Supreme Court reversed a
majority of the Eighth Circuit's decision,  upholding in many respects the FCC's
local competition rules as set out in the Interconnection Order. Some of the key
elements of the Supreme Court's decision are:

         (1)      The Court upheld the FCC's  pricing  authority  with regard to
                  interconnection,  resale of ILEC services and competitors' use
                  of unbundled  network  elements  (i.e.,  individual  elements,
                  features  and  functions of an ILEC's  network  infrastructure
                  such as access lines,  transport  lines,  operator service and
                  switching features);

         (2)      The Court upheld the FCC's "pick and choose"  rules  (allowing
                  requesting carriers to select from among individual provisions
                  of interconnection agreements approved by state commissions);

         (3)      The Court upheld the FCC's  jurisdiction  to require all local
                  phone companies to implement intra LATA  presubscription,  the
                  process  by  which  local   telephone   customers   pre-select
                  interexchange carriers for short-haul long distance calls; and

         (4)      The Court  remanded for further  consideration  the FCC's rule
                  that  defines  those  network   elements   which,   under  the
                  Telecommunications  Act,  must be  unbundled  by the ILECs and
                  made available to competitors.

         The Court  found  that the FCC did not  impose  the  limiting  standard
required by the  Telecommunications  Act, which mandates a  determination  as to
whether those  elements are necessary for  competitors  or the failure to obtain
access to them would impair competitors' ability to provide service. The Supreme
Court's  decision has added  uncertainty  to the  regulatory  landscape in which
other  CLECs  and we  operate.  For  example,  the FCC is  commencing  a new and
potentially  lengthy rulemaking  proceeding to determine which unbundled network
elements the ILECs must make  available to  competitors.  This  uncertainty  may
adversely impact CLECs, such as the Company, which rely on the facilities of the
ILECs to deliver their telecommunications services.

         The FCC recently issued an order addressing the manner in which dial-up
calls  to  ISPs  are  to be  treated  for  both  jurisdictional  and  reciprocal
compensation  purposes.  The FCC ruled that dial-up  calls to ISPs  constitute a
single call that is  interstate in nature and subject to FCC  jurisdiction.  The
FCC stated,  however,  that its  decision  was not  intended to impact  previous
decisions  by  state  regulators  that  had  declared  inter-carrier  reciprocal
compensation  applicable to these calls. This order has been appealed to the FCC
and several  ILECs have  requested  that state  regulators  reverse  their prior
rulings  and  hold  that  dial-up  ISP  traffic  is not  subject  to  reciprocal
compensation under extant interconnection agreements. It is unclear at this time
how such proceedings will conclude.  However,  in light of the limited amount of
revenues we have generated from reciprocal  compensation for ISP traffic,  we do
not expect the resolution of this issue to have a material impact on our ongoing
operations in most markets.

         The FCC  also  recently  issued  an  order  (the  "Collocation  Order")
expanding the options  available to competitive  providers for  collocation  and
access to unbundled  loops from the ILECs.  In the  Collocation  Order,  the FCC
significantly  expanded the rights of  competitive  carriers to  collocate  with
ILECs  through a variety  of  methods,  including  cage  less and  shared  space
collocation.  As a result,  the FCC has expanded  the manner in which  unbundled
local  loops could be accessed  from the ILECs.  The FCC has also issued  orders
under the  Telecommunications  Act  reforming  LEC access  charges and universal
service  requirements.  Under the access reform order, ILECs that are subject to
price cap regulation are required to reduce the rates they charge long

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distance  service  providers for interstate  switched  local access.  In October
1998,  AT&T filed a petition  with the FCC seeking a ruling  that long  distance
carriers may elect not to purchase switched access services offered under tariff
by CLECs.  This could also cause  increased FCC scrutiny and  regulation of CLEC
interstate access rates. The petition is pending.

         Under the FCC's universal service order, all telecommunications service
providers  are  required  to  pay  for  universal  service  support  based  on a
percentage  of their  end user  telecommunications  revenues  to be  established
quarterly by the FCC.

         Providers of  telecommunications  services are coming under intensified
regulatory scrutiny for marketing activities that result in alleged unauthorized
switching of customers from one service provider to another, particularly in the
long  distance  sector.  The FCC and a number of state  authorities  have  begun
adopting more  stringent  regulations  to curtail the  intentional  or erroneous
switching of customers,  which  include,  among other things,  the imposition of
fines, penalties and possible operating restriction son entities which engage or
have engaged in  unauthorized  switching  activities.  In addition,  the FCC has
adopted regulations imposing procedures for verifying the switching of customers
and  additional  remedies on behalf of carriers  for  unauthorized  switching of
their customers.

         The FCC  also  oversees  the  administration  and  assigning  of  local
telephone  numbers.  It has  designated  Lockheed  Martin as the numbering  plan
administrator.  Extensive  regulations  have been  adopted  governing  telephone
numbering, area code designation,  dialing procedures that may be imposed by the
ILECs and the imposition of related fees by the ILECs. In addition, carriers are
required to contribute to the cost of numbering administration through a formula
based on their revenues.  In 1996, the FCC permitted  businesses and residential
customers to keep their numbers when changing local phone companies (referred to
as number  portability).  The availability of number portability is important to
competitive carriers like us since customers,  may be less likely to switch to a
competitive carrier if they cannot retain their existing telephone numbers.  The
FCC has been working with  industry  groups and  companies to address  potential
problems stemming from the depletion in certain markets of the pool of telephone
numbers  which   telecommunications   companies  can  make  available  to  their
customers.  If a sufficient amount of telephone numbers are not available in the
market,  our  operations  in that market may be adversely  affected or we may be
unable to enter that market until sufficient numbers become available.

         State

         Some  of the  Company's  services  are  classified  as  intrastate  and
therefore  are  subjected to state  regulation,  generally  administered  by the
state's PUC. The nature of these  regulations  varies from state to state and in
some cases may be more extensive than FCC  regulations.  In most instances,  the
Company is required to obtain  certification  from a state PUC before  providing
services in that state.  We are  certified  to provide  intrastate  non-switched
service and switched  local (i.e.,  CLEC)  services in the State of Florida.  We
expect that as our business and product lines expand and as more pro-competitive
regulation  of the local  telecommunications  industry is  implemented,  we will
offer additional intrastate services.

         Interstate and intrastate regulatory  requirements are changing rapidly
and will continue to change.

         Pre-Cell being a reseller of  telecommunications  services is protected
by the  Telecommunications  Act of  1996  (the  "Telecom  Act")  which  mandated
significant changes in the then regulation of the  telecommunications  industry.
The Telecom Act is intended  to  increase  competition,  to promote  competitive
development  of  new  service  offerings,   to  expand  public  availability  of
telecommunications  services and to streamline  regulation of the industry.  The
Act opened the local services  market to companies such as Pre-Cell by requiring
ILECs  to  permit  interconnection  to  their  networks  and  establishing  ILEC
obligations with respect to:

         o        Reciprocal Compensation - Requires all local exchange carriers
                  to complete  calls  originated  by  competing  local  exchange
                  carriers  under  reciprocal  arrangements  at prices  based on
                  tariffs or negotiated prices.

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         o        Resale -  Requires  all ILECs  and  CLECs to permit  resale of
                  their   telecommunications   services   without   unreasonable
                  restrictions or conditions. In addition, ILECs are required to
                  offer  wholesale  versions  of all  retail  services  to other
                  telecommunications  carriers for resale at  discounted  rates,
                  based  on the  costs  avoided  by the  ILEC  in the  wholesale
                  offering.

         o        Interconnection - Requires all ILECs and CLECs to permit their
                  competitors to interconnect  with their  facilities.  Requires
                  all  ILECs  to  permit   interconnection  at  any  technically
                  feasible  point within their  networks,  on  nondiscriminatory
                  terms, at prices based on cost, which may include a reasonable
                  profit. At the option of the carrier seeking  interconnection,
                  collocation  of  the  requesting  carrier's  equipment  in the
                  ILECs'  premises  must be  offered,  except  where an ILEC can
                  demonstrate space  limitations or other technical  impediments
                  to collocation.

         o        Unbundled   Access   -   Requires   all   ILECs   to   provide
                  nondiscriminatory   access  to  unbundled   network   elements
                  including, network facilities, equipment, features, functions,
                  and  capabilities,  at any  technically  feasible point within
                  their networks, on nondiscriminatory terms, at prices based on
                  cost, which may include a reasonable profit.

         o        Number  Portabilty  -  Requires  all ILECs and CLECs to permit
                  users  of  telecommunications   services  to  retain  existing
                  telephone numbers without  impairment of quality,  reliability
                  or  convenience  when  switching  from one  telecommunications
                  carrier to another.

         o        Dialing  Parity - Requires all ILECs and CLECs to provide "1+"
                  equal  access to competing  providers  of  telephone  exchange
                  service  and toll  service,  and to provide  nondiscriminatory
                  access to  telephone  numbers,  operator  services,  directory
                  assistance, and directory listing with no unreasonable dialing
                  delays.

         o        Access to  Rights-of-Ways  -  Requires  all ILECs and CLECs to
                  permit competing carriers access to poles, ducts, conduits and
                  rights-of-way at regulated prices.

         ILECs are required to negotiate  in good faith with  carriers,  such as
the Company, requesting any or all of the above arrangements. If the negotiating
carriers cannot reach  agreement  within a prescribed  time,  either carrier may
request  binding  arbitration  of the  disputed  issues by the state  regulatory
commission.  Where an agreement  has not been reached,  ILECs remain  subject to
interconnection  obligations  established by the FCC and state telecommunication
regulatory commissions.

         The  Telecommunications  Act  codifies  the  ILECs'  equal  access  and
nondiscrimination  obligations and preempts  inconsistent state regulation.  The
Telecommunications  Act also  contains  special  provisions  that replace  prior
antitrust  restrictions  that  prohibited the regional Bell operating  companies
from  providing  long  distance  services  and  engaging  in  telecommunications
equipment manufacturing.  The Telecommunications Act permitted the regional Bell
operating  companies to enter the out-of-region long distance market immediately
upon its enactment.  Further,  provisions of the Telecommunications Act permit a
regional  Bell  operating  company  to enter  the long  distance  market  in its
in-region   states  if  it  satisfies   several   procedural   and   substantive
requirements, including:

         o        obtaining  FCC approval  upon a showing that the regional Bell
                  operating company has entered into interconnection  agreements
                  or, under some  circumstances,  has offered to enter into such
                  agreements  in those  states in which it seeks  long  distance
                  relief;

         o        the interconnection  agreements satisfy a 14-point "checklist"
                  of competition requirements; and

         o        the  FCC  is  satisfied   that  the  regional  Bell  operating
                  company's  entry  into the  long  distance  markets  is in the
                  public interest.

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         To date,  several  petitions by regional Bell  operating  companies for
such entry have been denied by the FCC, and non have been granted.  However,  it
is likely  that  additional  petitions  will be filed in 1999 and it is possible
that  regional  Bell  operating  companies  may  receive  approval to offer long
distance services in one or more states.  This may have an unfavorable effect on
Pre-Cell's  business.  Pre-Cell is legally able to offer its customers both long
distance  and  local  exchange  services,  which  the  regional  Bell  operating
companies  currently  cannot.  This ability to offer  "one-stop  shopping" gives
Pre-Cell a marketing  advantage  that it would no longer  enjoy if the  regional
Bell operating companies receive approval to offer long distance services on one
or more states.

Competition

         The telecommunications market is intensely competitive and currently is
dominated by the ILECs and the large,  established long distance  companies.  We
have not obtained  significant  market share nor do we expect to, given the size
of the  telecommunications  services  market,  the intense  competition  and the
diversity of customer  requirements.  The ILECs and the large,  established long
distance  companies have  long-standing  relationships  with their customers and
have the  potential to  subsidize  competitive  services  with  revenues  from a
variety of business  services  (to the extent  lawful).  While  legislative  and
regulatory  changes  have  provided  us and  other  competitive  providers  with
increased  business  opportunities,  these changes have also given the incumbent
providers flexibility in the pricing of their services. This may allow the ILECs
and the large, established long distance companies to offer special discounts to
potential customers. Further, as competition increases in the telecommunications
market,  we  expect  general  pricing  competition  and  pressures  to  increase
significantly.

         In addition,  the  Telecommunications  Act establishes procedures under
which an RBOC may compete in the long  distance  business  in its region.  These
procedures include compliance with a 14-point competitive  checklist designed to
open the RBOC's  local  market to  competition.  Once an RBOC is  authorized  to
compete in the long  distance  business  in its  region,  it may be an even more
significant competitor. In addition to competition from the incumbent providers,
we also face competition from a growing number of other companies.

         We also may face competition from cable companies,  electric utilities,
ILECs  operating  outside  their  current  local  service  areas,  long distance
carriers  and  other  entities  in the  provision  of  local  telecommunications
services.  Moreover,  the consolidation of telecommunications  companies and the
formation of strategic alliances within the telecommunications  industry,  which
are  expected  to  accelerate,  could give rise to  significant  new or stronger
competitors.  We believe that the principal  competitive  factors  affecting our
market share are (i) direct  customer  contact;  (ii)  customer  service;  (iii)
pricing;(iv)  quality of  service;  and (v) a variety of offered  services.  Our
ability to compete  effectively will depend also upon our ability to continue to
provide a broad range of high capacity telecommunications services at attractive
prices.

Employees

         The Company  currently has 2 executive  employees.  All other  services
utilized  by  the  Company  are  obtained  through  an  Administrative  Services
Agreement with Pre-Paid Solutions,  Inc. (see "Certain Relationships and Related
Transactions")

         The Company's  address and telephone number are: 255 East Drive,  Suite
C, Melbourne, Florida 32904, (321) 308-2900.

         The Company's SEC filings are available to the public over the Internet
at the  SEC's  website  at  http://www.sec.gov.  You may also  read and copy any
document  the  Company  files at the SEC's  public  reference  room at 450 Fifth
Street, N.W., Washington,  D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room.

                                       9

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

The Company currently subleases approximately 750 square feet of office space at
its Melbourne, Florida corporate headquarters from Pre-Paid Solutions, Inc. (see
"Certain  Relationships and related  Transactions").  Its monthly lease payments
are $463.75.  The remaining term of the lease is two years,  commencing June 15,
1999 and ending June 14, 2001.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not party to any material litigation

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

None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's  common stock is traded on the OTC Bulletin Board under the symbol
"TDCM." In December 1998,  the Company  changed it trading symbol to "TDCM" from
"TAMP." The following  table sets forth the high and low bid  quotations for the
common stock for the  calendar  periods  indicated as reported by Nasdaq.  These
quotations  reflect prices  between  dealers,  do not include  retail  mark-ups,
markdowns,  commissions and may not necessarily  represent actual  transactions.
This table gives retroactive  effect to reverse stock splits at the rates of 1:7
effected in December 1998.

Calendar Period                            High                  Low
---------------                            ----                  ---
Second Quarter ended 6/30/97                .21                   .14
Third Quarter ended 9/30/97                 .28                   .14
Fourth Quarter ended 12/31/97               .28                   .035
First Quarter ended 3/31/98                 .035                  .035

Second Quarter ended 6/30/98                .035                  .035
Third Quarter ended 9/30/98                 .28                   .035
Fourth Quarter ended 12/31/98               .25                   .20
First Quarter ended 3/31/99                 .29                   .02


As of October 25, 1999,  there were  approximately  584 holders of record of the
33,852,730 shares of common stock that were issued and outstanding. The transfer
agent for the common stock is Interstate Transfer Company, (801) 281-9746.

                                       10

<PAGE>

The Company has never paid cash  dividends on its common  stock,  and  presently
intends to retain  future  earnings,  if any,  to finance the  expansion  of its
business and does not  anticipate  that any cash  dividends  will be paid in the
foreseeable  future.  The future  dividend  policy will depend on the  Company's
earnings,  capital requirements,  expansion plans, financial condition and other
relevant factors.

The Securities and Exchange  Commission has adopted  regulations which generally
define a "penny  stock" to be any equity  security  that has a market  price (as
defined)  of less than $5.00 per  share,  subject  to  certain  exceptions.  The
Company's  common stock may be deemed to be a "penny stock" and thus will become
subject  to  rules  that  impose  additional  sales  practice   requirements  on
broker/dealers  who sell such  securities  to  persons  other  than  established
customers  and  accredited  investors,  unless the common stock is listed on The
Nasdaq SmallCap Market.  Consequently,  the "penny stock" rules may restrict the
ability of  broker/dealers to sell the Company's  securities,  and may adversely
affect the  ability of holders of the  Company's  common  stock to resell  their
shares in the secondary market.

                                       11
<PAGE>
<TABLE>
<CAPTION>
Recent Sales of Unregistered Securities
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
Date of Sale   Title of Security     Number Sold       Consideration           Exemption      If Option, Warrant or
                                                       Received and            From           Convertible Security,
                                                       Description of          Registration   Terms of Exercise or
                                                       Underwriting or Other   Claimed        Conversion
                                                       Discounts to Market
                                                       Price Afforded to
                                                       Purchasers
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
<S>            <C>                  <C>                <C>                     <C>            <C>
               Common                                  Issues and              4(2)
                                                       Outstanding Shares in
12/1/98                              25,485,353        Pre-Cell
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
               Options to Purchase                     Options Granted in      4(2)           Exercisable from
               Common Stock                            Connection with                        12/1/99 to 12/1/04 at
                                                       Employment of                          an exercise price of
12/1/98                              4,000,000         Executive                              $.04 per share
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
               Options to Purchase                     Options Granted in      4(2)           Exercisable from
               Common Stock                            Connection with                        12/1/99 to 12/1/04 at
                                                       Employment of                          an exercise price of
12/1/98                              3,000,000         Executive                              $.04 per share
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
12/1/98        Common Stock          1,661,863         Consulting Services     4(2)
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
12/1/98        Common Stock          4,181,694         Consulting Services     4(2)
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
12/1/98        Common Stock          238,545           Consulting Services     4(2)
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
12/1/98        Common Stock          238,545           Consulting Services     4(2)
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
12/1/98        Common Stock          350,000           Consulting Services     4(2)
-------------- --------------------- ----------------- ----------------------- -------------- -------------------------
</TABLE>

ITEM 6.  SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction
with the Company's  Consolidated Financial Statements and Notes thereto and with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  each of  which  is  included  elsewhere  in this  Form  10-K.  The
consolidated  statements of operations  data for the fiscal year ended April 30,
1999,  and the balance  sheet data at April 30,  1999,  are derived from audited
financial  statements  included  elsewhere in this Form 10-K.  The  consolidated
statement of  operations  data for the fiscal years ended April 30, 1998,  1997,
1996,  and 1995, and the balance sheet data at April 30, 1998,  1997,  1996, and
1995,  are derived from audited  financial  statements not included in this Form
10-K.

<TABLE>
<CAPTION>
---------------------------------------------------- ---------------------------------------------------------------
                                                                      Fiscal Year Ended April 30,
---------------------------------------------------- ---------------------------------------------------------------
                                                         1999        1998       1997        1996           1995
---------------------------------------------------- ------------- ---------- --------- -------------- -------------
<S>                                                     <C>            <C>         <C>     <C>             <C>
Net Sales                                               $22,936        0           0       $10,000         $6,243
---------------------------------------------------- ------------- ---------- --------- -------------- -------------
Net income (loss) from continuing operation           ($146,366)       -        $341      ($14,163)       ($9,990)
---------------------------------------------------- ------------- ---------- --------- -------------- -------------
Income (loss) from continuing operations per share        ($.01)       -           -             -              -
---------------------------------------------------- ------------- ---------- --------- -------------- -------------
Total assets                                         $1,493,522        -           -             -           $749
---------------------------------------------------- ------------- ---------- --------- -------------- -------------
Long term obligations and re-deemable preferred               -        -           -             -              -
stock including long-term debts, capital leases,
and redeemable performed stock
---------------------------------------------------- ------------- ---------- --------- -------------- -------------
Cash dividends declared per common share                      -        -           -             -              -
---------------------------------------------------- ------------- ---------- --------- -------------- -------------
</TABLE>

                                       12
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION OR PLAN OF

OPERATION

FORWARD-LOOKING STATEMENTS

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. The forward-looking statements contained
in this Report are subject to certain risks and  uncertainties.  Actual  results
could differ materially from current expectations.  Among the factors that could
affect the Company's actual results and could cause results to differ from those
contained in the  forward-looking  statements  contained herein is the Company's
ability to implement its business  strategy  successfully,  which will depend on
business,  financial,  and other factors beyond the Company's control. There can
be no assurance that the Company will continue to be successful in  implementing
its business  strategy.  Other factors  could also cause actual  results to vary
materially from the future results covered in such  forward-looking  statements.
Words  used in  this  Report  such as  "expects,"  "believes,"  "estimates"  and
"anticipates" and variations of such words and similar  expressions are intended
to identify such forward-looking statements.

The following should be read in conjunction with the Financial Statements of the
Company and the notes thereto included elsewhere in this report.

OVERVIEW

Since  1995,  the Company was  inactive  but  structured  to take  advantage  of
business  opportunities  which management believed would be in the best interest
of the Company's  shareholders.  In December 1998, the Company acquired Pre-Cell
Florida  through  the  issuance  of  32,156,000  shares of its common  stock and
changed its name to  Pre-Cell  Solutions,  Inc.  The  Company  currently  offers
pre-paid  residential  local and long  distance  telecommunications  services to
customers who reside in the state of Florida.

                                       13
<PAGE>

Results of Operations

The operating  results as reported the Company's  financial  statements  for the
year  ended  April  30,  1999 are all the  result  of  acquisition  of  Pre-Cell
Solutions, Inc. the Florida corporation. Since the Company had been inactive for
the year ended April 30,  1998 there is no  comparative  analysis  for these two
periods.

Liquidity and Capital Resources

For the year ended April 30,  1999,  net cash used in operating  activities  was
$44,644.  As of April 30,  1999,  the Company had cash and cash  equivalents  of
approximately  $3,500  and  a  net  working  capital  deficit  of  approximately
$340,000.  The Company's  ability to meet its future  obligations in relation to
the orderly payment of its recurring,  general and administrative  expenses on a
current basis is totally dependent on its ability to expand its current customer
base and secure and develop new business  opportunities  through acquisitions or
other  venture  opportunities.  Since  the  Company  has no  current  source  of
liquidity,  the  Company is unable to predict how long it may be able to survive
without a significant infusion of capital from outside sources and it is further
unable to predict whether such capital infusion, if available,  will be on terms
and conditions favorable to the Company.

                                       10

<PAGE>

In order to  generate  future  operating  activities,  the  Company  intends  to
implement  its plan to expand its  business  and  search  for,  investigate  and
attempt to secure  and  develop  business  opportunities  through  acquisitions,
mergers or other business combinations and strategic alliances.  There can be no
assurance that the Company will be successful in its plan to expand its customer
base or locate  businesses  in the same or  similar  industry  for  acquisition.
Although the Company engages in these  discussions  from time to time, it is not
at present party to any agreement or contract.

YEAR 2000 COMPLIANCE

The  Company  is aware of the issues  associated  with the  programming  code in
existing  computer  systems  as the year 2000  approaches.  The Year 2000  issue
relates  to  whether  computer  systems  will  properly  recognize  and  process
information  relating to dates in and after the year 2000.  These  systems could
fail or produce erroneous results if they cannot adequately process dates beyond
the year  1999 and are not  corrected.  Significant  uncertainty  exists  in the
software industry concerning the potential consequences that may result from the
failure of software to adequately  address the Year 2000 issue.  The Company has
analyzed  software and hardware  used  internally  by the Company in all support
systems to determine whether they are Year 2000 compliant.  The Company believes
that all of its software has already been upgraded by the manufacturers  thereof
or was recently  developed or purchased and is Year 2000 compliant.  The Company
does not  believe  that the  aggregate  cost for the  Year  2000  issue  will be
material due to the nature of its business. The Company, however, cannot predict
the effect of the Year 2000 issue on entities  with which the Company  transacts
business,  and there can be no assurance  that the effect of the Year 2000 issue
on such  entities  will not have a  material  adverse  effect  on the  Company's
business, financial condition or results of operations.

Any new software,  hardware or support systems implemented in the future will be
Year 2000 compliant or will have updates or upgrades or  replacements  available
before the Year 2000 to enable the system to be Year 2000 compliant.

The Company is dependent on BellSouth  to provide  local  exchange  services and
Sprint for long distance services. To the extent these service providers fail to
address Year 2000 issues  which might  interfere  with their  ability to fulfill
their  obligations  to the  Company,  such  interference  could  have a material
adverse effect on

                                       14
<PAGE>

future  operations.  If other  telecommunication  carriers are unable to resolve
Year 2000  issues,  it is likely that the Company  will be affected to a similar
degree as others in the telecommunications industry.

ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 8.  FINANCIAL STATEMENTS

The financial  statements required by this report are appended hereto commencing
on page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None

                                       15

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, positions with the Company and ages of
the executive officers and directors of the Company. Officers are elected by the
Board and their terms of office are  governed  by  employment  contract,  at the
discretion of the Board.

Name                          Age           Positions Held

Thomas E. Biddix               30       Director, Chief Executive Officer,
                                        President, Treasurer

Timothy F.  McWilliams         36       Director, Chief Operating Officer,
                                        Secretary

Thomas E. Biddix.  Since December 1998, Mr. Biddix has served as Chairman of the
Company's  Board of Directors,  Chief  Executive  Officer,  and President of the
Company. From May 1997 until December 1998, Mr. Biddix served as Chairman of the
Board  of  Directors,  Chief  Executive  Officer,  and  President  of  Pre-Cell.
Currently  Mr.  Biddix  also serves as the  Chairman of the Board of  Directors,
Chief Executive Officer and President of Pre-Paid Solutions,  Inc. ("Pre-Paid"),
a nationwide provider of prepaid cellular products and services.  From February,
1996 until October,  1996, Mr. Biddix was General  Manager of Suntree  Cellular,
Inc., a Florida based AT&T Authorized  Cellular Dealer.  From March,  1994 until
June, 1996, Mr. Biddix was a real estate salesman for RE/MAX Alternative Realty.

Timothy  McWilliams.  Since  December 1, 1998,  Mr.  McWilliams  has served as a
Director,  Chief Operating  Officer and Secretary of the Company.  From May 1997
through  December  1998,  Mr.  McWilliams  served  as Chief  Operating  Officer,
Secretary and a Director of Pre-Cell.  Currently,  Mr.  McWilliams is also Chief
Operating  Officer of  Pre-Paid,  a  nationwide  provider  of  prepaid  cellular
products and services.  From March,  1994 to December,  1999, Mr. McWilliams was
President of RE/MAX  Alternative Realty and RE/MAX Alternative II, Florida based
real estate  brokerages.  Since January 1994 to the present,  Mr. McWilliams has
also served as President of Ventana  Development  Company,  Inc., a developer of
single family residential developments

ITEM 11.  EXECUTIVE COMPENSATION

Cash Compensation

The following table shows, for the year ended April 30, 1999, the cash and other
compensation  paid by the Company to its Chief Executive  Officer and to each of
the executive  officers of the Company who had annual  compensation in excess of
$100,000.

                                       16

<PAGE>
<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE
--------------------------- ------- ------------------------------- ----------------------------------- -----------
                                    Annual Compensation             Long-Term Compensation
                                    ------------------------------- -----------------------------------
                                                                       Awards
                                                                    -----------------------------------
                                                                                  Securities
                                                           Other                    Under-
                                                          Annual     Restricted      Lying               All Other
   Name and Principal                                     Compen-       Stock      Options/       LIP     Compen-
        Position              Year   Salary     Bonus     sation      Award(s)       SAYS       Payout    sation
                                                            ($)          ($)          (#)         ($)       ($)
           (a)                 (b)     (c)       (d)        (e)          (f)          (g)         (h)       (i)
--------------------------- ------- --------- --------- ----------- ------------ ------------- -------- -----------
<S>                         <C>        <C>       <C>        <C>          <C>          <C>         <C>       <C>
Thomas E. Biddix            1998       0         0          0            0            0           0         0
Chief Executive Officer     1999       0         0          0            0            0           0         0
--------------------------- ------- --------- --------- ----------- ------------ ------------- -------- -----------
</TABLE>

                                       17
<PAGE>

Employment Agreements

         The Company  has  entered  into an  employment  agreement  with each of
Thomas Biddix,  its Chairman of the Board, Chief Executive Officer and President
and Timothy McWilliams,  its Chief Operating Officer and Secretary.  Each of Mr.
Biddix's and Mr. McWilliams employment agreement provides for an initial term of
three  years  commencing  December  1,  1998 and  requires  Mr.  Biddix  and Mr.
McWilliams  to devote a sufficient  portion of his business  time,  energies and
attention to the performance of his duties.  Mr. Biddix's  employment  agreement
provides  for an annual  base salary of  $180,000.  Mr.  McWilliams'  employment
agreement provides for a base annual salary of $95,000.  The Company has accrued
its salary obligations to each of Messrs. Biddix and McWilliams as a part of its
financial statements but has not paid either of them since inception.

Option Grants in Last Fiscal Year

         In  connection  with their  employment  agreements,  Mr. Biddix and Mr.
McWilliams  were granted  options to purchase  4,000,000 and  3,000,000  shares,
respectively,  of the  Company's  common stock at an exercise  price of $.04 per
share.

         The following  table  summarizes  the number of shares and the terms of
stock options  granted to the Named  Executive  Officers  during the fiscal year
ended April 30, 1999.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                            Option/Share Grants During Fiscal Year Ended April 30, 1999
--------------------------------------------------------------------------------------------------------------------
Name and Position During      Options/Shares    % of Total Options/Shares    Exercise Price    Expiration Date
Period                        Granted           Granted to Employees in      ($/Share)
                                                Fiscal Year
----------------------------- ----------------- ---------------------------- ----------------- ---------------------
<S>                           <C>              <C>                          <C>               <C>
Thomas E. Biddix                                57%                          $.04
Chief Executive Officer       4,000,000                                                        December 1, 2004
----------------------------- ----------------- ---------------------------- ----------------- ---------------------
Timothy F. McWilliams         3,000,000         43%                          $.04              December 1, 2004
----------------------------- ----------------- ---------------------------- ----------------- ---------------------
</TABLE>

         The  following   table   summarizes  the  number  of  exercisable   and
unexercisable  options held by the Named  Executive  Officers at April 30, 1999,
and their value at that date if such options were in the money.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                             Aggregate Fiscal Year End Option Values at April 30, 1999
--------------------------------------------------------------------------------------------------------------------
Name and Position During Period         Number of Unexercised Options at    Value of Unexercised In-The-Money
                                        April 30, 1999                      Options at April 30, 1999 (#)(1)
                                        ----------------------------------- ----------------------------------------
                                        Exercisable    Unexercisable        Exercisable       Unexercisable
--------------------------------------- -------------- -------------------- ----------------- ----------------------
<S>                                    <C>            <C>                  <C>                <C>
Thomas E. Biddix
Chief Executive Officer                            0   4,000,000                       0                   0
--------------------------------------- -------------- -------------------- ----------------- ----------------------
Timothy F. McWilliams
Chief Operating Officer                            0   3,000,000                       0                   0
--------------------------------------- -------------- -------------------- ----------------- ----------------------
</TABLE>

(1) Represents the  difference  between the aggregate  market value at April 30,
    1999, of the common stock underlying the options (based on a last sale price
    of $.04 on that date) and the options' aggregate exercise price.

                                       18
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth  certain  information  regarding  the Company's
common stock,  par value $.01  beneficially  owned as of October 1, 1999 for (i)
each  stockholder  known by the Company to be the beneficial  owner of five (5%)
percent or more of the  Company's  outstanding  common  stock,  (ii) each of the
Company's directors,  (iii) each named executive officer, and (iv) all executive
officers  and  directors  as a group.  At October 1, 1999 there were  33,844,426
shares of common stock outstanding.

Name and Address of                 Amount and Nature of            Percent
Beneficial Owner(1)                Beneficial Ownership(2)          of Class
-------------------                -----------------------          --------
Thomas E. Biddix                         29,485,353(3)                87%
Timothy McWilliams                         3,000,0004)                 9%
All directors and officers
  as a group (4 persons)(5)                                           96%
----------------------
(1)    Unless otherwise  indicated,  the address of each of the persons named in
       the table is 255 East Drive,  Suite C, Melbourne,  Florida 32904.  Unless
       otherwise  noted,  the Company believes that each of the persons named in
       the table have sole voting and dispositive  power with respect to all the
       shares of common stock of the Company beneficially owned by such person.

(2)    A person is deemed to be the beneficial  owner of securities  that can be
       acquired by such person  within 60 days upon the  exercise of warrants or
       options or the  conversion of  convertible  securities.  Each  beneficial
       owner's  percentage  ownership is determined by assuming that warrants or
       options  that are held by such  person  (but not those  held by any other
       person) and that are exercisable within 60 days have been exercised.

(3)    All of shares owned by Mr. Biddix were  acquired in  connection  with the
       acquisition of Pre-Cell Florida. (See "Certain  Relationships and Related
       Transactions.") Includes an option to acquire 4,000,000 shares granted to
       Mr.  Biddix as  provided in  Mr. Biddix's Employment  Agreement  with the
       Company. (See "Executive Compensation")

(4)    Includes an option to acquire  3,000,000 shares granted to Mr. McWilliams
       as provided  in Mr. McWilliams'  Employment  Agreement with  the Company.
       (See "Executive Compensation")

(5)    Includes those individuals whose holdings are described in notes 3 and 4,
       above.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       In December  1998,  the Board of  Directors  of the  Company  approved an
amendment to its certificate of Incorporation to effect a one-for-seven  reverse
stock  split.  All per share data and  references  to the numbers of shares have
been retroactively restated to give effect to the reverse stock split.

                                       19

<PAGE>

       The company  entered  into a Share  Exchange  Agreement as of December 1,
1998  pursuant to which it acquired  all of the issued and  outstanding  capital
shares of Pre-Cell  Florida in exchange for  32,156,000  shares of the Company's
common  stock.  Thomas  Biddix,  the  Company's  Chairman  of the  Board,  Chief
Executive Officer and President, was the sole shareholder of Pre-Cell Florida.

       Also on December  1, 1998,  the company  entered  into an  Administrative
Services Agreement with Pre-Paid Solutions,  Inc. ("Pre-Paid") pursuant to which
Pre-Paid performs all of the  administrative  functions of the company,  such as
accounting,  legal,  tax  compliance  and all  other  administrative  functions.
Pursuant to the  Administrative  Services  Agreement,  the Company pays Pre-Paid
$1,000 per  month.  Pre-Paid  is  controlled  by Thomas  Biddix,  the  Company's
Chairman of the Board, Chief Executive Officer and President.

       The Company subleases its corporate headquarters from Pre-Paid, a company
controlled by Thomas Biddix. The Company subleases 750 square feet of space at a
current  rental rate of $486.95  per month.  The Company has an option to extend
the sublease commencing on June 15, 2000 and terminating on June 14, 2001 at the
monthly rental rate of $511.26.

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Index to Exhibits

Exhibits    Description of Documents

10.1     Share Exchange  Agreement entered into between the Company and Pre-Cell
         Solutions, Inc., a Florida corporation

10.2     Employment Agreement between the Company and Thomas E. Biddix

10.3     Stock Option Agreement between the Company and Thomas E. Biddix

10.4     Employment Agreement between the Company and Timothy F. McWilliams

10.5     Stock Option Agreement between the Company and Timothy F. McWilliams

10.6     Administrative  Services  Agreement  between the  Company and  Pre-Paid
         Solutions, Inc.

10.7     Sublease  between the  Company and  Pre-Paid  Solutions,  Inc.  for the
         property located at 255 East Drive, Suite C, Melbourne, Florida

                                       20

<PAGE>

                                   SIGNATURES

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

                                         PRE-CELL SOLUTIONS, INC.
                                             (Registrant)

Date: December 30, 1999                   By: /s/ Thomas E. Biddix
                                             -----------------------------------
                                               Thomas E. Biddix
                                               Chief Executive Officer/Director

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
date indicated.

Date: December 30, 1999

By:/s/ Timothy McWilliams
   --------------------------------
   Timothy McWilliams, Director

                                       21

<PAGE>

                                    CONTENTS

                                                                       PAGE

INDEPENDENT AUDITOR'S REPORT                                            F-1

CONSOLIDATED BALANCE SHEETS                                             F-2

CONSOLIDATED STATEMENTS OF OPERATIONS                                   F-3

CONSOLIDATED STATEMENTS OF CASH FLOWS                                   F-4

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY              F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                              F-6

                                       22
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

Pre-Cell Solutions, Inc.
Melbourne, Florida

We have  audited  the  accompanying  consolidated  balance  sheets  of  Pre-Cell
Solutions,  Inc. (A Colorado corporation) as of April 30, 1999 and 1998, and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for the years then ended. These consolidated financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
April 30, 1999 and 1998,  and the results of its  operations  and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

                          Certified Public Accountants

November 12, 1999

                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                                             PRE-CELL SOLUTIONS, INC.
                                             (A COLORADO CORPORATION)
                                            CONSOLIDATED BALANCE SHEETS
                                              April 30, 1999 and 1998

                                                      ASSETS

                                                                                      1999              1998
                                                                                 -------------    -------------
CURRENT ASSETS:
<S>                                                                              <C>              <C>

    Cash                                                                         $         507    $      -
    Certificate of deposit, 4.26% matures June 28, 2000                                  3,000           -
    Stock subscription receivable                                                        3,000           -
    Prepaid Service Fees                                                                 5,000           -
                                                                                 -------------    -------------
        TOTAL CURRENT ASSETS                                                            11,507           -
                                                                                 -------------    -------------

EQUIPMENT - net of accumulated

    Depreciation of $150                                                                 1,713           -
                                                                                 -------------    -------------

INTANGIBLE ASSETS - net of accumulated amortization

    OF $43,000 (Note 2)                                                              1,480,302           -
                                                                                 -------------    -------------


                                                                                 $   1,493,522    $      -
                                                                                 =============    =============
<CAPTION>

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                      1999              1998
                                                                                  ------------      ------------
CURRENT LIABILITIES:
<S>                                                                                <C>            <C>
    Accounts payable                                                               $     5,003    $     -
    Accrued liabilities                                                                     82          -
    Due to stockholders/officers (Note 4)                                              330,000          -
    Due to Related Party (Note 4)                                                       18,563          -
                                                                                 -------------    -------------
        TOTAL CURRENT LIABILITIES                                                      353,648          -
                                                                                 -------------    -------------

COMMITMENTS
STOCKHOLDERS' EQUITY:
    Preferred Stock - $.10 par value;
        5,000,000 shares authorized;
        none outstanding                                                                 -               -
    Common Stock  - $.01 par value;
        45,000,000 shares authorized                                                   338,484          118,470
    Additional paid-in capital                                                       2,318,346        1,252,120
    Accumulated Deficit                                                             (1,516,956)      (1,370,590)
                                                                                 -------------    -------------
        TOTAL STOCKHOLDERS' EQUITY                                                   1,139,874           -
                                                                                 -------------    -------------

                                                                                 $   1,493,522    $      -
                                                                                 =============    =============
</TABLE>
                 See notes to consolidated financial statements.

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                             PRE-CELL SOLUTIONS, INC.
                                             (A COLORADO CORPORATION)
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                    For the Years Ended April 30, 1999 and 1998

                                                                                      1999             1998
                                                                                 -------------    -------------
<S>                                                                              <C>              <C>
REVENUE                                                                          $      22,936    $      -
COST OF REVENUE                                                                         17,340           -
                                                                                 -------------    -------------
GROSS PROFIT                                                                             5,596           -
GENERAL AND ADMINISTRATIVE EXPENSES                                                    151,962           -
                                                                                 -------------    -------------

NET LOSS                                                                         $    (146,366)   $      -
                                                                                 =============    =============

LOSS PER SHARE                                                                   $        (.01)   $      -
                                                                                 =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON

    SHARES OUTSTANDING                                                              14,999,623       11,846,985
                                                                                 =============    =============

</TABLE>
                 See notes to consolidated financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                             PRE-CELL SOLUTIONS, INC.
                                             (A COLORADO CORPORATION)
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    For the Years Ended April 30, 1999 and 1998

                                                                                     1999              1998
                                                                                 -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
    Net loss                                                                     $    (146,366)   $      -
    Adjustments to reconcile net loss to net cash used
        in operating activities:
    Depreciation                                                                           150           -
    Amortization                                                                        43,000           -
    Net increase (decrease) in cash flows from changes in:
      Prepaid service fees                                                              (5,000)          -
      Stock subscription receivable                                                     (3,000)          -
      Other                                                                             (6,062)          -
      Accounts payable                                                                   5,003           -
      Accrued liabilities                                                                   82           -
      Due to stockholders/officers                                                      50,000           -
      Due to Related Party                                                              18,563           -
                                                                                 -------------    -------------
        NET CASH USED IN OPERATING ACTIVITIES                                          (43,630)          -
                                                                                 -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of certificate of deposit                                                  (3,000)          -
    Sale of certificate of deposit                                                      12,000           -
    Purchase of Equipment                                                               (1,863)          -
                                                                                 -------------    -------------
        NET CASH PROVIDED BY INVESTING ACTIVITIES                                        7,137           -
                                                                                 -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    ISSUANCE OF COMMON STOCK OF SUBSIDIARY                                              37,000           -
    NET CASH FLOW FROM FINANCING ACTIVITIES                                             37,000           -
                                                                                 -------------    -------------
NET INCREASE IN CASH                                                                       507           -
CASH - BEGINNING OF YEAR                                                                 -               -
                                                                                 -------------    -------------
CASH - END OF YEAR                                                               $         507    $      -
                                                                                 =============    =============


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

        On December  1, 1998,  the Company  issued  31,328,910  shares of common
        stock for the net  liabilities  of Pre-Cell  Solutions,  Inc., a Florida
        Corporation,   and  827,090  of  common  stock  for  services  rendered.
        Additionally, the Company declared a 1 for 7 stock split.

</TABLE>
                 See notes to consolidated financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                               PRE-CELL SOLUTIONS, INC.
                                               (A COLORADO CORPORATION)
                             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     For the Years Ended April 30, 1999 and 1998

                                                      COMMON STOCK           Additional
                                                Shares                        Paid-In        Accumulated
                                             OUTSTANDING       AMOUNT          CAPITAL         DEFICIT            TOTAL
                                            -------------   ------------   -------------    -------------    --------------
<S>                                         <C>            <C>            <C>              <C>              <C>
BALANCE - April 30, 1997                       11,846,985   $    118,470   $   1,252,120    $  (1,370,590)   $       -
NET INCOME                                        -               -              -              -                    -
                                            -------------   ------------   -------------    -------------    --------------
BALANCE - April 30, 1998                       11,846,985        118,470       1,252,120       (1,370,590)           -

Effect of 1 for 7 stock split                 (10,150,255)      (101,546)        101,546          -                  -

Issuance of stock in exchange for
 the stock in Pre-Cell Solutions, Inc.
 (a Florida corporation)                       31,328,910        313,289         939,867          -               1,253,156

Issuance of common stock for
   services rendered                              827,090          8,271          24,813           -                 33,084

NET LOSS                                         -                 -             -               (146,366)         (146,366)
                                            -------------   ------------   -------------    -------------    --------------
BALANCE - APRIL 30, 1999                       33,852,730   $    338,484   $   2,318,346    $  (1,516,956)   $    1,139,874
                                            =============   ============   =============    =============    ==============
</TABLE>
                 See notes to consolidated financial statements.

                                       F-5
<PAGE>

                            PRE-CELL SOLUTIONS, INC.
                            (A COLORADO CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   For the Years Ended April 30, 1999 and 1998

NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  BUSINESS  -  Pre-Cell  Solutions,  Inc.  (the  Company)  f/k/a
                  Transamerican  Petroleum  Corporation  ("Transamerican"),  was
                  incorporated  in Colorado  in 1981.  The  Company,  located in
                  Melbourne,  Florida,  operates as a competitive local exchange
                  carrier (CLEC), utilizing Bell South interconnection services.
                  Such local telephone service is provided  throughout  Florida.
                  Prior to  December 1, 1998,  the  Company  had been  virtually
                  inactive since 1995.

                  PRINCIPLES OF  CONSOLIDATION  - These  consolidated  financial
                  statements   present   the   Company   and  its   wholly-owned
                  subsidiary,  Pre-Cell Solutions,  Inc., a Florida corporation.
                  All   intercompany   transactions   and  balances   have  been
                  eliminated.

                  USE  OF  ESTIMATES  -  The  preparation  of  the  consolidated
                  financial  statements in conformity  with  generally  accepted
                  accounting  principles  requires  management to make estimates
                  and  assumptions  that  affect  certain  reported  amounts and
                  disclosures.  Accordingly,  actual  results  could differ from
                  those estimates.

                  CASH - Cash  consists  of bank  deposits,  which at times  may
                  exceed federally insured limits.

                  EQUIPMENT - Equipment  is  recorded at cost.  Depreciation  is
                  calculated using the  straight-line  method over the estimated
                  useful lives of the assets, generally five years. Expenditures
                  for  repairs and  maintenance  are  charged to  operations  as
                  incurred.

                  GOODWILL - The excess of purchase  price over net  liabilities
                  acquired  in  a  business  combination  is  accounted  for  as
                  goodwill,   which  is  being   amortized  over  fifteen  years
                  utilizing the straight-line method.

                  INCOME TAXES - The Company  accounts for income taxes pursuant
                  to Statement of Financial  Accounting  Standards No. 109 (SFAS
                  109). SFAS 109 requires the recognition of deferred tax assets
                  and  liabilities  and adjustments to deferred tax balances for
                  changes in tax law and rates. In addition, future tax benefits
                  such as net operating loss carryforwards are recognized to the
                  extent recognition of such benefits is more likely than not.

                                       F-6
<PAGE>

                            PRE-CELL SOLUTIONS, INC.
                            (A COLORADO CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   For the Years Ended April 30, 1999 and 1998

NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

                  EARNINGS  OR LOSS PER  SHARE -  Earnings  or loss per share is
                  computed based on the weighted average number of common shares
                  outstanding.  The number of shares used in computing  the loss
                  per common share at April 30, 1999 and 1998 was 14,999,623 and
                  11,846,985, respectively.

NOTE 2            ACQUISITION

                  On December 1, 1998, the Company  exchanged  31,328,910 shares
                  of its  common  stock  for the  outstanding  common  stock  of
                  Pre-Cell   Solutions,   Inc.,  a  Florida   corporation  in  a
                  transaction  accounted for as a purchase.  The total  purchase
                  price  approximated  $1,523,000.  The  excess of the  purchase
                  price over the net  liabilities  assumed is  accounted  for as
                  goodwill.

NOTE 3            INCOME TAXES

                  At April 30,  1999 and 1998,  the  Company  has  approximately
                  $370,000 of net operating loss carryforwards  expiring through
                  2014,  which would have  resulted  in a deferred  tax asset of
                  approximately $275,000 at April 30, 1999 and 1998. The Company
                  has not  recognized  the deferred tax asset  applicable to the
                  carryforward   as  the   balance  is  offset  by  a  valuation
                  allowance.

NOTE 4            RELATED PARTY TRANSACTIONS

                  The Company  leases its offices  from a related  party under a
                  sublease.  The  agreement  calls for monthly  rental  payments
                  totaling   approximately  $500  with  annual  renewal  options
                  through  June,  2001.  Total rent for the year ended April 30,
                  1999   approximated   $4,600  and  is   included   in  current
                  liabilities at April 30, 1999.

                  The  Company  has  entered  into  an  administrative  services
                  agreement  with a  related  party  totaling  $1,000  per month
                  through June 30, 2001. Total fees under this agreement for the
                  year ended April 30, 1999  totaled  $10,000 and is included in
                  current liabilities at April 30, 1999.

                                       F-7
<PAGE>

                            PRE-CELL SOLUTIONS, INC.
                            (A COLORADO CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   For the Years Ended April 30, 1999 and 1998

NOTE 4            RELATED PARTY TRANSACTIONS - Continued

                  The Company has entered into  employment  agreements  with two
                  stockholders/officers. Such agreements require annual payments
                  totaling $180,000 and $95,000, respectively, to each executive
                  per year  through  June 30,  1999.  Fees under this  agreement
                  totaled  $330,000  and are  included  in current  liabilities.
                  Additionally,  the  agreements  provide for the  executives to
                  receive  a  total  of   4,000,000   and   3,000,000   options,
                  respectively to purchase common stock at $.04 per share. These
                  options  vest on  December 1, 1999 and are  exercisable  for a
                  term of five years.

NOTE 5            CONTINGENCIES

                  The  Company  is  an  over-the-counter  (OTC)  bulletin  board
                  company. In July, 1999, the Company changed its trading symbol
                  from TAMP to TDCM. However,  the Company remains delinquent in
                  its S.E.C.  filings; the last Form 10-K was filed for the year
                  ended June 30, 1995.

                  Additionally,  the Company is  delinquent  in its filings with
                  the Internal Revenue Service.

                  The effects,  if any, of any  penalties  relating to the above
                  are not reflected in these consolidated financial statements.

NOTE 6            YEAR 2000 (UNAUDITED)

                  Management  has  assessed  the  Company's   exposure  to  date
                  sensitive computer hardware and software programs that may not
                  be  operative   subsequent  to  1999  and  has  implemented  a
                  requisite  course  of action  to  minimize  Year 2000 risk and
                  ensure that neither significant costs nor disruption of normal
                  business operations are encountered. However, because there is
                  no  guarantee  that all  systems of  outside  vendors or other
                  entities  affecting  the  Company's  operations  will  be 2000
                  compliant,  the Company remains susceptible to consequences of
                  the Year 2000 Issue.

                                       F-8