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, 2000

                         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.)

             385 East Drive, 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)


         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports required to be filed by Section 13 or 15 (d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]    No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

         As of August 10, 2000, the  registrant had 39,851,859  shares of common
stock,  $.01 par value per share,  outstanding  and, at such date, the aggregate
market  value of the  shares  of  common  stock  held by  non-affiliates  of the
registrant was approximately $42,672,327.50.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Certain  Exhibits listed in Part IV of this Form 10-K are  incorporated
by reference from prior filings made by the registrant  under the Securities Act
of 1933, as amended.

<PAGE>

                                      INDEX
                                  TO FORM 10-K

                                                                         Page
                                                                        Number

PART I

Item 1.  Business........................................................    2

Item 2.  Properties......................................................   17

Item 3.  Legal Proceedings...............................................   17

Item 4.  Submission of Matters to a Vote of Security Holders.............   18


PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters.............................................   18

Item 6.  Selected Financial Data.........................................   19

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.......................................   20

Item 7A. Quantitative and Qualitative Disclosures About Market Risk......   23

Item 8.  Financial Statements and Supplementary Data.....................   23

Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure........................................   23


PART III

Item 10. Directors and Executive Officers of the Registrant..............   23

Item 11. Executive Compensation..........................................   25

Item 12. Security Ownership of Certain Beneficial Owners and Management..   27

Item 13. Certain Relationships and Related Transactions..................   28


PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
         Form 8-K........................................................   29

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PART I

Item 1.  Business

Introduction

         We are a prepaid telecommunications products and services provider,
offering wireless and competitive local exchange services. Prepaid
telecommunications service allows consumers to acquire access without credit
checks or the traditional contracts required for post-paid services and
eliminates credit risks to the provider. Additionally, prepaid services allow
consumers to control their telecommunications costs by ensuring that their
actual costs do not exceed their budgeted costs for a defined period. Once a
consumer begins using prepaid telecommunications services, the consumer's
account is verified and debited in real time. For prepaid dialtone service each
time a call is made the system checks to ensure that the account contains
available credit. Once the account status is verified, the services are provided
and the account is simultaneously debited. When the account has been depleted,
the service offering is terminated and further service is denied service until
the account is replenished.

         We offer two main products, prepaid wireless and prepaid local exchange
services. Our prepaid wireless division is divided into two lines of business,
technology and distribution. We own proprietary software based technology that
is installed into a wireless handset. That technology allows a consumer to load
units of prepaid airtime into a cellular phone directly from the handset. By
communicating directly from the handset the customer transmits an identification
code and PIN number to the Company's central data base management system which
recognizes the handset, the airtime purchase code and immediately transmits the
settings that loads the purchased airtime units into the handset. This
technology maintains the inventory of unused airtime units in each of the
handsets thus eliminating a central database requiring continued updating of
usage and time availability. We license that technology to airtime carriers and
resellers that desire to provide prepaid wireless to their customers. We also
acquire wireless airtime from facilities based carriers and resell that airtime
through distributors and resellers. Our EZ Prepaid division sells wireless
handsets and the accompanying prepaid airtime to distributors and resellers who
in turn resell the prepaid wireless handsets to retailers. A consumer generally
purchases a cellular telephone handset and accompanying airtime from a retailer.
The consumer can then acquire additional airtime from the same retailer.

         We are also a non-facilities based provider of prepaid
telecommunications services primarily to residential customers. We currently
offer pre-paid residential local and long distance telecommunications services
to consumers who reside in the state of Florida. With the pending acquisition of
Teleconnex, Inc. the company will be expanding into eight additional BellSouth
states. 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, without a substantial deposit, because of a bad credit
history or no credit history at all. Most ILECs and CLECs provide local exchange

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and/or long distance telecommunications services strictly on a credit basis. We
provide our telecommunications services to these consumers only on a prepaid
basis.

         Because no credit is involved, we 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). Our services are immediately available
to the customer after the establishment of an account and appropriate payment.
The 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.

         We were incorporated in Colorado in July 1981 under the name Oil Field
Service Company, Inc. and in January 1986, we changed our name to Transamerican
Petroleum Company. In December 1998 we acquired Pre-Cell Solutions, Inc., a
Florida corporation, and subsequently changed our name to Pre-Cell Solutions,
Inc.

         Strategic Acquisitions

         On December 1, 1998, we acquired all of the outstanding capital stock
of Pre-Cell Solutions, Inc., a Florida corporation in exchange for 32,156,000
shares of our common stock. Pre-Cell Solutions was a non-facilities based
provider of prepaid telecommunications services primarily to residential
customers. 26,440,623 shares of our common stock that were delivered to the
shareholders of Pre-Cell Solutions were redeemed in April 2000.

         On April 4, 2000, we acquired all of the outstanding capital stock of
US Intellicom, Inc., a Georgia corporation in exchange for 11,440,000 shares of
our common stock. Additionally, we established an option pool whereby certain
stockholders of US Intellicom who had guaranteed US Intellicom's bank line of
credit could until December 31, 2000, acquire 2,133,333 shares of our common
stock at an exercise price of $.75 per share. US Intellicom licenses software,
which is used to manage airtime usage on prepaid cellular telephones.

         Also on April 4, 2000, we acquired all of the outstanding capital stock
of Pre-Paid Solutions, Inc., a Florida corporation in exchange for 20,219,127
shares of our common stock. Pre-Paid Solutions acquires wireless airtime from
facilities based carriers and resells that airtime through a network of
distributors and resellers.

         Recent Developments

         On August 2, 2000, we entered into a definitive agreement to acquire
all of the outstanding capital stock of Teleconex, Inc., a competitive local
exchange company (CLEC) located in Pensacola, Florida that provides prepaid
local telephone services to more than 5,000 customers in nine southeastern
states. The agreement is subject to a number of conditions, including, the
approval of applicable regulatory authorities. We have agreed to deliver 683,333
shares of our common stock to the Teleconex shareholders in connection with the
acquisition.

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         We have also entered into a letter of intent to acquire Transnational
Communications, Inc., a competitive local exchange company located in San
Antonio, Texas that provides prepaid local telephone services to more than 6,000
customers in seven southern states. We have agreed to issue 1.1 million shares
of our common stock to the Transnational shareholders upon consummation of the
transaction. The letter of intent is non-binding and the consummation of the
merger remains subject to, among other things, regulatory approval, due
diligence, execution of a definitive agreement and the approval by the parties'
board of directors.

Industry Overview

         Our markets for telecommunications services can be divided into two
sectors: (i) wireless services and (ii) prepaid dialtone.

         Wireless Division

         Industry data estimates that by the end of 1999, there were
approximately 86 million wireless subscribers yielding more than $40 billion in
gross revenues. Notwithstanding, more than thirty five percent of cellular
applicants are declined service due to credit issues. The Yankee Group has
predicted that prepaid subscribers currently account for five percent of the
wireless subscribers but will account for more than ten percent of the wireless
subscribers by 2002. Based upon the above estimates, the prepaid wireless
currently accounts for an estimated $3 billion in annual revenues and is
expected to account for more than $6 billion during 2002.

         Prepaid Dialtone Division

         The prepaid dialtone (home phone services) market is comprised of those
customers who are unable to obtain phone service from the local carrier due to
inability to pay past long distance bills or the high deposit fees necessary to
open an account. Currently, nearly 30 percent (30%) of all U.S. homes are
without either local or long distance service. According to telecom analyst The
Pelorus Group, the prepaid dialtone market is comprised of 8-10 million
customers in the United States, representing a potential annual gross revenues
of $6 billion, By 2003, prepaid dialtone will represent 32 percent (32%) of the
total prepaid market in the U.S.

Business Strategy

         We are pursuing a growth strategy to capitalize on our early entrance
into the emerging and expanding markets for prepaid telecommunications services.
We intend to focus our sales and marketing efforts on the credit-challenged
consumer while also pursuing individual and business consumers who desire to
utilize our prepaid products and services as a means to budget their
telecommunications costs.

         Wireless Division

         Our business strategy for the technology division will continue to
focus on licensing our existing handset-based technology to competitive
resellers while continuing to research and develop new technology that will
enable us to introduce new products into the marketplace. Our software engineers

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will continue to research and develop the technology that will enable us to
expand our product line to include new and improved handsets and features.

         Our EZ Prepaid division will pursue a strategy to establish broad
distribution of prepaid handsets and airtime throughout the United States and
Canada. We intend to focus our initial distribution efforts on reselling our
products to large distributors in the prepaid phone card industry. These
distributors have established relationships with retail outlets that cater to
credit-challenged consumers. We also intend to pursue large national and
regional retailers, truck stops, and convenience stores both directly and
through distributors who have established relationships with these retailers.

         Prepaid Dialtone Division

         Our growth strategy includes: (1) expanding our customer base within
the state of Florida; (2) expanding our customer base to include consumers who
reside in the 8 other states where BellSouth provides local exchange services
and where we have an agreement to acquire and re-sell local exchange services;
(3) expand, with proper licenses, our customer base to include consumers who
reside in non-BellSouth states where we can negotiate favorable re-sale
agreements with the ILEC or other facilities based CLECs; (4) offer our
customers a variety of other prepaid telecommunications products and services,
including, prepaid cellular, prepaid paging and other enhanced prepaid
telecommunications services; and (5) pursue the acquisition of companies that
fit within our Company's business strategy, such as Teleconex and Transnational.

Products and Services

         Wireless Division

         US Intellicom's digital technology has been approved by Sprint PCS to
be used by resellers within the Sprint network. The web-based USIntellinetSM
Internet Support System enables airtime providers to maintain and evolve their
prepaid offering in a cost effective manner. Unlike alternative options, the US
Intellicom system enables all program updates to be implemented over-the-air,
with no special demand on the customer without having to wait for operator
intervention. This adds a significant cost savings to the service provider and a
major convenience to the end-user over alternative methods.

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         US Intellicom's debit application enables service providers to:

         -        Deliver fully featured cellular service without a contract;
         -        Establish an acceptable retail price point without carrier
                  subsidization;
         -        Lessen bad debt from the customer;
         -        Acquire new distribution with an off-the-shelf solution that
                  is easy to merchandise; and
         -        Provide end-users with a reliable, easy-to-use prepaid
                  wireless communications product.

         US Intellicom targets three groups of customers, wireless airtime
service providers, both resellers and carriers and handset manufacturers.

         Wireless Airtime Service Providers. The US Intellicom product delivers
to service providers' four primary benefits:

         -        Low cost to implement and operate;
         -        Quick entry to market (as little as 30 days to deploy);
         -        Ease and flexibility of program maintenance;
         -        Unique fraud protection features over competitive offerings;
                  and
         -        Ease of roaming across the carriers entire network.

         Handset Manufacturers. The manufacturers benefit from US Intellicom
software applications by:

         -        Increased handset functionality;
         -        Increased selling advantage to their target customer (the
                  service provider);
         -        Opportunity for sell-on services, such as packaging and
                  program bundling; and
         -        The ability to respond to largest customers' demand for
                  quality proved debit application.

         Pre-Paid Solutions acquires airtime from cellular carriers and re-sells
that airtime in the form of prepaid cellular service. Pre-Paid distributes the
cellular service, in some instances incorporating the US Intellicom technology,
through a network of distributors who in turn sell our products to retail
establishments. Pre-Paid Solutions provides the distributors and retailers with
a turnkey solution that is easily marketed and merchandised to the ultimate
consumer.

         Prepaid Dialtone Division

         Our wholly owned subsidiary, Pre-Cell Solutions, a Florida corporation,
offers credit-challenged consumers home telephone service regardless of credit
history or past due bills, and with no need for deposit or identification. We
provide our customers domestic and international long distance services through
a switching and customer account-based software application. Customers pay
approximately $50 to $70 per month for local telephone service with standard
features. Users are restricted from features unless they are paid in
advance.

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<PAGE>

Sales and Marketing

         Wireless Division

         We originally entered the reselling analog service market because of
its wide availability and the initial lower cost of handsets. We have now
introduced the nation's first digital Code Division Multiple Access (CDMA)
prepaid handset under an exclusive agreement with Sprint PCS. Our objective is
to develop a significant position in the rapidly growing prepaid wireless market
in North America under a single established national brand across multiple
geographic positions. We intend to capitalize on the expected growth of the
prepaid industry and the large group of wireless users expected to replace their
current handsets and service.

         We are building sales through direct and distributor sales forces and
upon reaching full sales staffing levels will be segmented into four sales
regions: West, Southwest, Northeast, and Southeast. Each Regional Sales Manager
(RSM) will be responsible for sales and marketing efforts within their
respective region and will reside initially in our Atlanta office to ensure that
a solid foundational understanding is built prior to investigating a
decentralized sales force. Each region represents between 50 - 60 target
prospects within our targeted channels of distribution. US Intellicom is also
utilizing the sales force of its distributor partners and through the Sprint PCS
Private Label Services (PLS) group, capitalizing on their established customer
bases.

         Our Pre-paid Solutions division has entered into agreements to purchase
cellular airtime from numerous major cellular carriers at wholesale rates and
then resells the service to our customers at retail rates. As our subscriber
base grows the wholesale prices at which we acquire service will be reduced
under our volume discount based contracts. This should allow us to reduce our
retail prices or increase our margins in reaction to a changing marketplace. We
currently analyze the rate structures of each of the carriers in any given
market to select the most favorable resale terms. The increasing competition
among carriers and various technologies in the wireless market may also allow us
to arrange for more favorable "resale" arrangements.

         We have also used these agreements to establish a national service
footprint that allows national, regional and local retailers to offer our
products to each of their storefronts in most metropolitan markets. This
approach should allow for the creation of a national "brand image" for our
product. This image could then be developed or supported by media advertising on
a broad basis. At a minimum, the product will be offered with a common name and
point-of-sale merchandising to establish and re-enforce the brand image. There
is currently no established national brand of prepaid wireless service today
that is offered broadly in the marketplace.

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US Intellicom's market penetration plan:

         Through US Intellicom we are selling our wireless products to wireless
airtime providers and wireless airtime resellers, both domestically and
internationally. Equally important is the development of strategic relationships
with handset manufacturers such as those already established with Nokia, LG
Sansys and Qualcomm. In 1999, US Intellicom established key relationships with
one of the largest domestic reseller (STC / MCI), one of the largest RSA
Operator (Western Wireless); one of the largest PCS network operator (Sprint
PCS), and one of the largest handset manufacturer (Nokia).

         Wireless Carriers: The immediate and primary focus within this channel
of distribution is in the RSA cellular carrier segment. RSA operators are in the
early stages of investigating prepaid alternatives to deliver to their customers
and are seeking quick and easy-to-use solutions that require minimal capital
investment. Network-based solutions can be costly and cumbersome for these
smaller operators, leaving intelligent handset applications as attractive
solutions. There are approximately 250 RSA operators throughout the United
States.

         In addition, we will target medium sized operators in an effort to
penetrate their existing prepaid business which has been largely served to date
through switched based solutions. It is our belief that with additional handset
platforms, we have a strong opportunity to penetrate this segment of the carrier
market.

         Wireless Resellers: Because wireless resellers must interconnect with
the carrier's switch for network-based solutions, handset based solutions are
increasingly becoming a popular alternative choice. US Intellicom's primary
focus within the reseller channel is to penetrate the top 10 resellers
domestically. US Intellicom has already executed agreements with several of the
top 10.

         Agent/Dealer: Dealer/Agents allow for testing of the application on a
small scale and in a controlled environment. The agent/dealer channel will be
maintained by US Intellicom, but will not be a marketing target for us. By
focusing on the carrier and reseller channels of distribution, US Intellicom
will leverage our core competency of technological innovation through software
development. We strategically decided not to become involved with the reselling
of airtime, but to provide the tools necessary for airtime providers to offer
prepaid solutions to their customers.

EZ Prepaid's market penetration plan:

         Distribution Plan: We are in the process of establishing national
distribution agreements. We have also completed, and are in the process of
executing, agreements with several distributors.

         To date, we have focused our initial distribution channels on the
nation's largest prepaid long distance calling card distributors. This channel
has established relationships with thousands of retail storefronts that market
other prepaid telecommunications products to credit-challenged consumers. The

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introduction of prepaid cellular to this established distribution channel is a
natural evolution of a new product line. Prepaid wireless should provide these
distributors with a new product to distribute in an existing distribution
channel that will capitalize on their already existing relationships with
resellers.

         We will also market our products, both directly through internal sales
staff and through national and regional distributors, to truck stops,
convenience stores and other national and regional chain stores. Our wireless
telephones, because of the national footprint, fills a need of the national
retailer of a single Stock Keeping Unit (SKU) or product number that can be
distributed from centralized warehouse to any store in the country without the
need of expensive, labor intensive specialized programs of each individual
phone.

         The most powerful migration of the product from the "Credit Challenged
Focus" to a sexy target-branded and packaged "HIP" product will help penetrate
mainstream America - specifically, the teen and young adult market. We believe
with the right mix of product pricing, brand, packaging and image can infiltrate
this market niche.

         Merchandising: We have created packaging, posters, airtime cards,
brochures and product display demo packages currently being distributed in to
the market place. Currently, distributors are required to purchase these
merchandising materials for distribution. It is our intention to supplement
these materials with a regionally based national advertising campaign to
facilitate and support our distribution network.

         Retail Distribution: Prepaid wireless services allow retailers to sell
a phone in the box within any retail environment. Unlike wireline services or
postpaid wireless services where a significant credit approval process must take
place and detailed customer order information must be acquired and processed,
acquiring prepaid wireless service can be as simple as purchasing any other
standard consumer electronic device. The airtime or minutes become a commodity
to consumers, purchased as needed, similar to a consumer's purchase of fuel for
their automobile.

         There are several important factors facilitating this move towards a
"phone in a box" concept. The product must be positioned as a simple solution,
which is easy to understand through the product's packaging. The retail model
does not provide for trained sales agents demonstrating the product over
consumers' objections.

         Pricing: We have developed a pricing structure that can offer
attractive rates to higher usage customers who are willing to prepay for service
at higher volume levels, and reasonable market rates for average use customers.
We have also created an attractive special pricing plan for low-use customers
who desire the safety aspect of a cell phone but do not anticipate significant
usage. Customers who want to retain their phone number and keep their service
active in a period of temporary low usage can use this same price plan.

         The product's pricing is flat rate and simple to understand. For
example, digital pricing is as low as $.39 per minute, including roaming and
long distance. Further, the user's minutes never expire as long as they purchase

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a card every 30 days. This plan is very competitive to the prepaid market place.
Initially, we will be offering an incentive rebate plan to consumers.

         Prepaid Dialtone Division

         Advertising: Our marketing plan is to increase sales by converting
disconnected telephone users to users of prepaid local telephone service. The
media objectives will be to reach female adults 18-34 with an annual income of
less than $13,000. The strategy is to use traditional and non-traditional media
to reach this target customer. The message will have a consistent exposure to
create awareness and maintain image in current customers. The media and vehicles
chosen for our campaign will be television, radio, newspaper and transit, since
they gain local advertising impressions.

         Twenty-five percent (25%) of these customers are more likely to watch
television from 9:00 a.m. to 1:00 p.m.; 32 percent (32%) most often watch from
1:00 p.m. to 4:30 p.m. The campaign will add radio spots during morning and
afternoon drive hours. We will also set up bus placards (signs) in markets
across the southeast region. According to public records, 80 percent (80%) of
transit riders have an income less than $15,000, with 61 percent of them being
women. We also intend to advertise through direct marketing programs, which will
enhance income base and ethnic attributes.

Competition

         The telecommunications industry in general, and the cellular telephone
industry in particular, is highly competitive. Our prepaid wireless services
compete with local, regional and national cellular service companies, some of
which have substantially more experience and greater financial, technical and
other resources than us. Additionally, our CLEC services compete with local and
regional CLEC, and to some extent ILEC, service companies.

         In the prepaid dialtone industry there are a few competitors (in
BellSouth region) that have developed a percentage of the untapped market share.
These companies are all reselling from the RBOC's facility and direct selling
the local phone service to the prepaid dialtone customer. Our competitors
include Now Communications, CommSouth, Smoke Signal, Newphone, Budget Phone and
1-800-Reconex. Installation fees range from $20 to $60, with monthly costs for
recurring service from $49.95 to $69.95.

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Employees

         As of April 30, 2000, we had approximately 32 full-time employees; 6 in
management, 16 in administration, 6 in sales and service and 4 in technical
positions. None of the employees are members of a labor union and we have not
experienced any work stoppages. We believe that our relations with our employees
are good.

                                  RISK FACTORS

         This Form 10-K contains forward-looking statements relating to future
events or our future financial performance. You are cautioned that such
statements are only predictions and that actual events or results may differ
materially. In evaluating such statements, you should specifically consider the
various factors identified in this Form 10-K, including those discussed below,
which could cause actual events or results to differ materially from those
indicated by the forward-looking statements.

Financial Risks

We are currently engaged in two lawsuits that may result in substantial monetary
damages or the loss of use of certain technology.

         We are currently the named defendants in two lawsuits brought by two
cellular technology companies. These lawsuits allege that, among other things,
that our software products infringe their respective patents. We cannot assure
you that we will be successful in defending these lawsuits, and we may be
required to pay license fees or substantial damages that far exceed our
resources. We also may be required by the courts to cease our use of certain
technologies. Furthermore, we are not covered by insurance for any anticipated
costs of the lawsuit or any possible settlements or licenses. If successful,
either of these lawsuits could seriously harm our business by forcing us to
cease providing certain products to our customers or requiring us to pay
monetary damages. Even if unsuccessful, these claims still can harm our business
severely by damaging our reputation, requiring us to incur legal costs, lowering
our stock price and public demand for our stock, and diverting management's
attention away from our primary business activities in general. See "Item 3.
Legal Proceedings."

We have a history of operating losses and expect to continue to realize losses
and we may not become profitable or be able to sustain profitability, which may
cause our stock price to fall.

         Since our inception we have incurred significant net losses. For the
fiscal year ended April 30, 2000, we lost approximately $1,240,000. Our
accumulated deficit as of April 30, 2000 was approximately $2,758,000. The
report of our independent certified public accountants on the consolidated
financial statements includes an explanatory paragraph that states we have
suffered recurring losses from operations, have negative working capital and
cash used in operating activities and have a shareholders' deficit that raises
substantial doubt about our ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the

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outcome of this uncertainty. We expect substantial net losses and negative cash
flow for the foreseeable future. The size of these losses will depend, in large
part, on our ability to realize revenues from marketing our products. Our
ability to generate revenues will be dependent upon, among other things, the
successful negotiation of licensing agreements, the marketing of our products
and the possible sale of our technology. Should we achieve profitability there
is no assurance we can maintain or increase our level of profitability in the
future.

         In addition, the report of our independent certified public accountants
on the consolidated financial statements includes an explanatory paragraph on
various legal matters that we are named as defendant. The outcomes of these
matters cannot be presently determined, but an unfavorable conclusion may have
an adverse effect on our financial condition, results of operations and cash
flows.

Because our revenues prior to April 2000 resulted solely from our competitive
local exchange carrier business, you may have difficulty evaluating our
business.

         We only began offering products and services from our wireless
technology and services division in April 2000. Consequently, we have a very
limited operating history upon which you may base an evaluation of us and
determine our prospects for achieving our intended business objectives. We are
prone to all of the risks inherent to the establishment of any new business
venture. You should consider the likelihood of our future success to be highly
speculative in light of our limited operating history, as well as the limited
resources, problems, expenses, risks, and complications frequently encountered
by similarly situated companies in the early stages of development, particularly
companies in the rapidly changing telecommunications market. To address these
risks, we must, among other things:

         -        Implement and successfully execute our business and marketing
                  strategy;
         -        Continually update and improve our product and service
                  offerings;
         -        Continue to develop and upgrade our technology;
         -        Increase our client base;
         -        Respond to competitive developments; and
         -        Attract, retain and motivate qualified personnel.

         We may not be successful in addressing these risks, and our failure in
this regard could have a material adverse effect on our business, prospects,
financial condition and results of operations.

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Unless we obtain additional financing, we may not be able to meet our strategic
business objectives.

         We will need significant additional capital to fund our business plan.
We plan to satisfy part of this need by a private offering of our securities in
the near future and by additional financing as soon as practicable. This will
likely result in dilution of existing equity positions. In addition, new
securities may contain certain rights, preferences or privileges that are senior
to those of our common stock. We cannot assure you that capital will be
available to us when we need it or at all. If we are unable to obtain capital
when we need it, we may delay or abandon our development and expansion plans.
That could have a material adverse effect on our business and financial
condition.

Fluctuations in our operating results may affect our stock price.

         Our annual and quarterly revenue and results could fluctuate as a
result of a number of factors, including:

         -        Variations in the rate of timing of customer orders;
         -        Variations in our provisioning of new customer services;
         -        The speed at which we expand our network and market presence;
         -        The rates at which customers cancel services, or churn;
         -        Costs of third party services purchased by us; and
         -        Competitive factors, including pricing and demand for
                  competing services.

         As a result of these factors, in or more future quarters, our operating
results may fall below the expectations of securities analysts and investors. In
this event, the market price of our common stock would likely be materially
adversely affected.

We expect to experience volatility in our stock prices.

         The trading price of our common stock is likely to be volatile. The
stock market in general, and the market for technology and telecommunications
companies in particular, has experienced extreme volatility. These broad market
and industry fluctuations may adversely affect the price of our common stock,
regardless of our operating performance.

                                       13
<PAGE>

         Other factors that could cause the market price of our common stock to
fluctuate substantially include:

         -        Announcements of developments related to our business, or that
                  of our competitors, our industry group or our customers;
         -        Fluctuations in our results of operations;
         -        Hiring or departure of key personnel;
         -        A shortfall in our results compared to analysts' expectations
                  and changes in analysts' recommendations or projections;
         -        Sales of substantial amounts of our equity securities into the
                  marketplace;
         -        Regulatory developments affecting the telecommunications
                  industry or data services; and
         -        General conditions in the telecommunications industry or the
                  economy as a whole.

Risks Related to Our Business Model

If we do not successfully execute our new business strategy, we may be unable to
compete effectively.

         Our business strategy is complex and requires that we successfully
complete many tasks, a number of which we must complete simultaneously. If we
are unable to effectively implement or coordinate the implementation of these
multiple tasks, we may be unable to compete effectively in our markets and our
financial results may suffer.

We depend on management to integrate our acquisitions and to manage our growth.

         Our business strategy includes growth through acquisition and internal
development. We are subject to various risks associated with our growth
strategy, including the risk that we will be unable to identify and recruit
suitable acquisition candidates in the future or to integrate and manage the
acquired companies.

         We completed the acquisitions of Pre-Paid Solutions, Inc. and US
Intellicom, Inc. and are in the process of integrating these operations. The
history, geographical location, business model and business culture are
different from ours in many respects. Our directors and senior management face a
significant challenge in their efforts to integrate our businesses and the
business of the acquired companies or assets, and to effectively manage our
continued growth. There can be no assurance that our efforts to integrate the
operations of either Pre-Paid Solutions or US Intellicom and the acquired assets
will be successful, that we can manage our growth or that the anticipated
benefits of Pre-Paid Solutions and US Intellicom or their assets will be fully
realized. The dedication of management resources to such efforts may detract
attention from our day-to-day business. There can be no assurance that there
will not be substantial costs associated with such activities or of the success
of our integration efforts, either of which could have a material adverse effect
on our operating results.

                                       14
<PAGE>

Changes to the regulations applicable to our business could increase our costs
and limit our operations.

         We are subject to federal, state, and local regulation of our local,
long distance, and wireless services. The outcome of the various administrative
proceedings at the federal and state level and litigation in federal and state
courts relating to this regulation as well as federal and state legislation may
increase our costs, increase competition and limit our operations.

Rapid technological changes in the telecommunications industry could render our
services or network obsolete faster than we expect or require us to spend more
than we currently anticipate.

         The telecommunications industry is subject to rapid and significant
changes in technology. Any changes could render our services or network
obsolete, require us to spend than we anticipate or have a material adverse
effect on our operating results and financial condition. Advances in technology
could also lead to more entities becoming our direct competitors. Because of
this rapid change, our long-term success will increasingly depend on our ability
to offer advanced services and to anticipate or adapt to these changes, such as
evolving industry standards. We cannot be sure that:

         -        We will be able to offer the services our customers require;
         -        Our services will not be economically or technically outmoded
                  by current or future competitive technologies;
         -        Our network or our information systems will not become
                  obsolete;
         -        We will have sufficient resources to develop or acquire new
                  technologies or introduce new services that we need to
                  effectively compete; or
         -        Our cost of providing service will decline as rapidly as the
                  costs of our competitors.

Risks Related to Sales, Marketing and Competition

Our market is highly competitive, and we may not be able to compete effectively,
especially against established competitors with greater financial resources and
more experience.

         We operate in a highly competitive environment. We have no significant
market share in any market in which we operate. We will face substantial and
growing competition from a variety of data transport, data networking, telephony
service and integrated telecommunications service providers. We also expect that
the incumbent local exchange carriers ultimately will be able to provide the
range of services we currently offer. Many of our competitors are larger and
better capitalized than we are, are incumbent providers with long-standing
customer relationships, and have greater name recognition. We may not be able to
compete effectively against our competitors.

                                       15
<PAGE>

Risks Related to Operations

We depend on other companies for cellular phones and the wireless network on
which our products work.

         We do not manufacture cellular phones for our customers nor do we
provide the wireless network on which our customers' cellular phones work.
Therefore, we are dependent on others for the supply and assembly of our
products and the networks on which our products work. Additionally, we do not
have long term contracts with suppliers for the purchase and delivery of
cellular phones or contracts with network service providers. Any interruption of
supply of cellular phones or the access to wireless networks, for any reason,
could result in significant delivery delays, thereby adversely affecting our
marketing efforts, customer relations, revenues and profitability.

Our information systems may not produce accurate and prompt bills, which could
cause a loss or delay in the collection of revenue and could adversely affect
our relations with our customers.

         We depend on our information systems to bill our customers accurately
and promptly. Because of the deployment of our network and our expansion plans,
we are continuing to upgrade our information systems. Our failure to identify
all of our information and processing needs or to adequately upgrade our
information systems could delay our collection efforts, cause us to lose revenue
and adversely affect our relations with our customers.

We depend on the networks and services of third party providers to serve our
customers and our relationships with our customers could be adversely affected
by failures in those networks and services.

         We depend almost entirely on other carriers for the switching and
transmission of our customer traffic. After we complete deploying our network,
we will still rely to some extent on others for switching and transmission of
customer traffic. We cannot be sure that any third party switching or
transmission facilities will be available when needed or on acceptable terms.

         Although we can exercise direct control of the customer care and
support we provide, most of the services we currently offer are provided by
others. These services are subject to physical damage, power loss, capacity
limitations, software defects, breaches of security and other factors, which may
cause interruptions in service or reduced capacity for our customers. These
problems, although not within our control, could adversely affect customer
confidence and damage our relationships with our customers.

                                       16
<PAGE>

We may be unable to retain or replace our senior management or hire and retain
other highly skilled personnel upon which our success will depend.

         We believe that our continued success will depend upon the abilities
and continued efforts of our management, particularly members of our senior
management team. The loss of the services of any of these individuals could have
a material adverse effect on our business, results of operations and financial
condition. Our success will also depend upon our ability to identify, hire and
retain additional highly skilled sales, service and technical personnel. Demand
for qualified personnel with telecommunications experience is high and
competition for their services is intense. If we cannot attract and retain the
additional employees we need, we will be unable to successfully implement our
business strategy.

Item 2.  Properties

         We are headquartered in Melbourne, Florida where we lease approximately
7,800 square feet of office space from Thomas E. Biddix, our Chief Executive
Officer and Chairman. The lease expires in June 2005 and the monthly rent
expense under such lease is approximately $4,875. We also lease 7,849 square
feet of office space in Norcross, Georgia. The lease expires in August 2004 and
the monthly rent expense is approximately $5,017.

Item 3.  Legal Proceedings

         On May 6, 1991 Telemac Cellular Corporation filed suit against US
Intellicom, Inc., our wholly owned subsidiary, in the Northern District of
California. Telemac Cellular alleges patent infringement arising out of US
Intellicom's use of its prepaid cellular software products. Telemac is seeking,
among other relief, an undetermined amount of damages. As there are numerous
disputed facts and because Telemac has yet to quantify its claim, we cannot
provide a range of potential loss.

         On September 21, 1999, two of our subsidiaries were named as defendants
in lawsuits filed by Topp Telecom, Inc., alleging patent infringement arising
out of having made, used, offered for sale and/or sold in the United States
products which infringe one or more claims of Patent No. 5,613,947 and Patent
No. 5,577,100. The claim for monetary damages are undisclosed. As this
litigation is in the early stages, and Topp Telecom has yet to quantify its
claim, we cannot provide a range of potential loss.

         On March 7, 2000 RiverHawk Capital Resources instituted an action
against US Intellicom, Inc., in the Superior Court of Fulton County, Georgia.
RiverHawk Capital Resources alleged breach of contract against U.S. Intellicom
seeking damages in excess of $300,000 in connection with a "success fee",
pursuant to the letter agreement dated October 27, 1998 between RiverHawk
Capital Resources and US Intellicom, on account of the merger transaction among
U.S. Intellicom, Pre-Cell Solutions and USI Merger Corp. effective April 5,
2000. The complaint was amended to allege that a "success fee" of $2.5 million
was owed to RiverHawk Resources. An arbitrator ruled on June 9, 2000 that US
Intellicom pay to RiverHawk $374,517 as the success fee, plus expenses for the
arbitration proceeding. On July 24, 2000 US Intellicom filed a Response to the

                                       17
<PAGE>

claim and an Application to Vacate the Award in Arbitration. In the event of the
arbitrators decision being upheld, we will be required to pay to RiverHawk
$374,517.

         From time-to-time, we are involved in other legal proceedings
incidental to the conduct of our business. We believe that this other
litigation, individually or in the aggregate, to which we are currently a party
is not likely to have a material adverse effect on our business, financial
condition or results of operations.

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

         No matters were submitted to a vote of our security holders during the
fiscal quarter ended April 30, 2000.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         Our common stock, $.01 par value per share, began trading on the OTC
Bulletin Board under the symbol "TAMP." In December 1998, we changed our trading
symbol to "TDCM". The following table sets forth, for the periods indicated, the
range of the high and low bid prices for the common stock for the calendar
period indicated as reported by the OTC Bulletin Board. The quotes represent
"Inter-dealer" prices without mark ups, markdowns or commissions and may not
necessarily represent actual transactions. This table gives retroactive effect
to reverse stock split at the rate of 1:7 effected December 1998.

                                                     Price Range of
                                                      Common Stock
                                               -------------------------
                                                   High         Low
                                               ------------- -----------
Fiscal Year Ended April 30, 1999:
First Quarter.............................            $ .10      $ .002
Second Quarter............................              .32         .02
Third Quarter.............................             2.25         .12
Fourth Quarter............................             .375         .03

Fiscal Year Ended April 30, 2000:
First Quarter ............................            $ .50       $ .03
Second Quarter............................              .60         .14
Third Quarter ............................              .51        .156
Fourth Quarter............................             7.00        .312

         On August 10, 2000, the last reported bid price of the common stock on
the OTC Bulletin Board was $1.375. As of the same date, there were approximately
699 holders of record of the common stock.

                                       18
<PAGE>

         We have not paid any dividends in the past and presently anticipate
that earnings, if any, will be retained for the development of our business and
that we will not declare dividends on the common stock in the foreseeable
future. Any future dividends will be subject to the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements and general business
conditions. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations, Liquidity and Capital Resources."

Item 6.  Selected Financial Data

         The following table sets forth our selected consolidated financial
data. The selected statement of operations data and balance sheet data for the
years ended April 30, 1996, 1997, 1998 and 1999 are derived from our financial
statements which have been audited by Vestal & Wiler, P.A., independent
certified public accountants. The selected statement of operations data and
balance sheet data for the year ended April 30, 2000 are derived from our
Consolidated Financial Statements, which have been audited by BDO Seidman, LLP,
independent certified public accountants. The financial statements for the years
ended April 30, 1996 and 1997 are not presented in this filing. The Selected
Consolidated Financial Data presented below should be read in conjunction with
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations" and the Consolidated Financial Statements and the notes thereto, and
the report of our independent certified public accountants, appearing elsewhere
herein.

         Selected Statements of Operations Data:
<TABLE>
<CAPTION>
                                                                    Fiscal Year Ended April 30,
                                        --------------------------------------------------------------------------
                                              2000         1999             1998          1997             1996
                                              ----         ----             ----          ----              ---
<S>                                    <C>             <C>         <C>            <C>              <C>
Revenues                                     358,113        22,936            --              --             --

Gross Margins                                161,940         5,596            --              --             --

Operating expenses                           865,981       108,962          (341)             --             --

Goodwill amortization                        134,038        43,000            --              --             --

Impairment loss                              388,520            --            --              --             --

Operating income (loss)                   (1,092,561)     (103,366)          341              --             --

Interest and other                            14,330            --            --              --             --

Net income (loss)                         (1,240,929)     (146,363)          341              --             --

Net (loss) per common share,
 basic and diluted                             (0.04)        (0.01)           --              --             --

Weighted average number of shares         34,365,210    11,846,985    11,846,985      14,999,623     11,846,985

                                       19
<PAGE>

         Summary Consolidated Balance Sheet Data:
<CAPTION>
                                                                    Fiscal Year Ended April 30,
                                        --------------------------------------------------------------------------
                                              2000         1999             1998          1997             1996
                                              ----         ----             ----          ----              ---
<S>                                    <C>             <C>         <C>            <C>              <C>
Working capital (deficit)                   (626,367)     (342,141)           --              --             --

Goodwill, net                             18,331,219     1,480,302            --              --             --

Total assets                              20,245,099     1,493,522            --              --             --

Accumulated deficit                       (2,757,885)   (1,516,956)   (1,370,590)     (1,370,590)    (1,370,931)

Stockholders' equity                      18,182,348     1,139,874            --              --             --
</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

         This report contains certain "forward-looking statements" within the
meaning of section 27a of the securities act of 1933, and section 21e of the
securities exchange act of 1934. The words "believe," "expect," "anticipate,"
"estimate," "project," "intend" and similar expressions identify forward-looking
statements, which speak only as of the date each such statement was made.

         Forward-looking statements may include, but not be limited to,
projections of revenues, income or loss, plans for acquisitions and expansion,
integration of new operations, financing needs, industry trends, consumer demand
and levels of competition, as well as assumptions relating to these matters.
These statements by their nature involve substantial risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those expressed in, contemplated by or
underlying any such forward-looking statements. Statements contained in this
"management's discussion and analysis of financial condition and results of
operations," in "risk factors," in the notes to the financial statements and
elsewhere in this report describe factors, among others, that could contribute
to or cause such differences.

         The following discussion and analysis regarding our consolidated
financial position and consolidated results of operations should be read in
conjunction with the financial statements and related notes thereto included
elsewhere in this report.

General

         Since 1995, we were inactive but structured to take advantage of
business opportunities which management believed would be in the best interest
of our shareholders. In December 1998, we acquired Pre-Cell Solutions (a Florida
corporation) through the issuance of 32,156,000 shares of our common stock and
we changed our name to Pre-Cell Solutions, Inc. In April 2000, we acquired
Pre-Paid Solutions and US Intellicom through the issuance of 31,659,127 shares
of our common stock. We currently offer prepaid wireless, long distance and
local telecommunication products and services through distributors and resellers
as well as licensing prepaid wireless technology to other wireless resellers.

                                       20
<PAGE>

Historical Results of Operations

Year ended April 30, 2000 compared to year ended April 30, 1999

         Revenues for the year ended April 30, 2000 were $358,113 up $335,177
from $22,936 for the year ended April 30, 1999. Approximately 43% of this
increase, or $143,616, resulted from an increase in revenues of our CLEC
business that reported twelve months of operations in the year ended April 30,
2000 as compared to five months of operations in the year ended April 30, 1999.
Of the remaining $191,561 of the increase, $75,946 resulted from the acquisition
of Pre-Paid Solutions, Inc. and $115,615 resulted from the acquisition of US
Intellicom, Inc., both of which occurred in April 2000, the last month of our
fiscal year.

         Direct costs for the year ended April 30, 2000 were $196,173 up
$178,833 from $17,340 for the year ended April 30, 1999. Of this increase,
$131,005 resulted from an increase of our CLEC business that reported twelve
months of operations in the year ended April 30, 2000 as compared to five months
of operations in the year ended April 30, 1999. The acquisition of Pre-Paid
Solutions accounted for $44,561 of the increase and the acquisition of US
Intellicom accounted for $22,932 of the increase.

         All other operating expenses increased $757,019 from $108,962 in the
year ended April 30, 1999 to $865,981 in the year ended April 30, 2000. The
acquisition of Pre-Paid Solutions accounted for $88,378 of the increase and the
acquisition of US Intellicom accounted for $201,000 of the increase. The
remaining balance of the increase ($467,641) was primarily the result of the
increase in corporate overhead as the company emerged from an inactive entity
and began to establish the infrastructure necessary to accomplish our strategic
business plans.

         In the fiscal year ended April 30, 2000, we recognized an impairment
loss of $388,520 in connection with a reduction in the carrying amount of
purchased technology that did not exist in the prior fiscal year.

         The amortization of goodwill was approximately $134,000 for the fiscal
year ended April 30, 2000 as compared to $43,000 for the year ended April 30,
1999. This increase was the result of an increase in goodwill of approximately
$17,000,000 associated with the acquisitions of Pre-Paid Solutions and US
Intellicom that occurred in April 2000. This increase reflects only one-month
amortization in the current period, which will be in excess of $800,000 annually
in future reporting periods.

         Net loss for the year ended April 30, 2000 was $1,240,929 as compared
to a loss of $146,366 for the year ended April 30, 1999. This increase in net
loss of $1,094,563 is primarily the result of the combined effects of the
increased other operating expenses of $757,019, impairment loss of $388,520 and
increased goodwill amortization of $91,000 offset by increased revenues as
discussed above.

                                       21
<PAGE>

Year ended April 30, 1999 compared to year ended April 30, 1998

         The operating results as reported in our financial statements for the
year ended April 30, 1999 are all the result of the acquisition of Pre-Cell
Solutions, Inc. (a Florida corporation). Since we 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, 2000, net cash used in operating
activities was $1,256,102. This was mainly due to the operating loss for the
period. As of April 30, 2000, we had cash of $383,333 and a net working capital
deficit of $626,367.

         Net cash provided from investing activities for the year ended April
30, 2000 was $3,504,475. This availability of cash is attributable to the cash
that was obtained from the acquired companies of Pre-Paid Solution and US
Intellicom, which had $3,581,396 in cash at the date of the business
combinations.

         During the year ended April 30, 2000, we used $1,878,547 for debt
repayments primarily as a paydown on a line of credit outstanding on US
Intellicom at the date of acquisition of approximately $1,600,000.

         Our ability to meet our future obligations in relation to the orderly
payment of our recurring, general and administrative expenses on a current basis
is dependent on our ability to expand our current customer base, secure and
develop new business opportunities and raise additional capital. We are unable
to predict how long it may be able to survive without a significant infusion of
capital from outside sources and we cannot predict whether such capital
infusion, if available, will be on terms and conditions favorable to us.

         The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. However, absent
our ability to execute our plans to expand our current customer base, secure and
develop new business opportunities and raise additional capital, we may be able
to continue as a going concern, which could significantly impact the liquidation
or settlement value of our assets and liabilities.

                                       22
<PAGE>

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

         None

Item 8.  Financial Statements

         Our consolidated financial statements for the years ended April 30,
2000, 1999 and 1998, and the respective notes thereto, and set forth elsewhere
in this report. An index of the financial statements appears in Item 14.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

         On July 14, 2000, Vestal & Wiler was dismissed as our independent
auditors and replaced with BDO Seidman, LLP. Vestal & Wiler's report on the
financial statements for the fiscal years ended April 30, 1997, 1998 and 1999
did not contain any adverse opinion, any disclaimer of opinion, nor has any
opinion been qualified or modified as to uncertainty, audit scope or accounting
principles. During our two most recent fiscal years and subsequent interim
periods preceding the change in independent auditors, we had no disagreements
with Vestal & Wiler on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. Our Board of
Directors approved the replacement of Vestal & Wiler with BDO Seidman, LLP.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The following table sets forth certain information regarding our directors and
executive officers.

Name                     Age     Position
----                     ---     --------
Thomas E. Biddix         31      Chief Executive Officer and Chairman
Thomas E. Fricks         52      President and Chief Operating Officer
Harry O. Christenson     56      Chief Financial Officer
Timothy F. McWilliams    37      Executive Vice President  and Director
Mark A. Krentzman        46      Director

         Each director will hold office until their term expires and until his
or her successor at an annual meeting of shareholders is elected and qualified
or until his or her earlier resignation or removal. Each officer serves at the
discretion of the board of directors.

         Thomas E. Biddix. Since December 1998, Mr. Biddix has served as our
Chief Executive Officer and Chairman of the Board of Directors and from December
1998 until April 2000 as our President. From May 1997 until December 1998, Mr.

                                       23
<PAGE>

Biddix served as Chief Executive Officer, President and Chairman of the Board of
Directors of Pre-Cell Solutions, Inc., a Florida corporation. Since March 1997
Mr. Biddix has served as the Chief Executive Officer, President and Chairman of
the Board of Directors of Pre-Paid Solutions. 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.

         Thomas E. Fricks. Since April 2000, Mr. Fricks has served as our
President and Chief Operating Officer. From June 1999 through March 2000, Mr.
Fricks served as the President and Chief Operating Officer of U.S. Intellicom.
From March 1997 until April 1999, Mr. Fricks served as a director of
PeopleMover, Inc., a software provider for recruiting and staffing companies.
From June 1997 until June 1999, Mr. Fricks served as Vice President of North
American Operations of LHS Group LLC, a software provider of wireless billing
systems. From June 1994 through May 1997, Mr. Fricks served as the Vice
President and Chief Information Officer of Norrell, Inc., a temporary staffing
company.

         Harry O. Christenson. Since May 2000, Mr. Christenson has served as our
Chief Financial Officer. Since October 1997, Mr. Christenson has served as
President of Intergra Group International, a Financial Consulting Firm. From
February 1995 until September 1997, Mr. Christenson served as Chief Financial
Officer and from February 1995 until September 1997 as Chairman of the Board of
Directors of Octagon, Inc., a provider of technician services for the nuclear
power industry and a government contractor.

         Timothy F. McWilliams. Since April 2000, Mr. McWilliams has served as
our Executive Vice President and as a director since December 1998. From
December 1998 until April 2000, Mr. McWilliams served as our Chief Operating
Officer. From May 1997 until December 1998, Mr. McWilliams served as Chief
Operating Officer, Secretary and director of Pre-Cell Solutions, Inc., a Florida
corporation. Since March 1997, Mr. McWilliams has served as Chief Operating
Officer of Pre-Paid Solutions. From March 1994 until December 1999, Mr.
McWilliams served as President of RE/MAX Alternative Realty and RE/MAX II,
Florida based real estate brokerages. Since January 1994, Mr. McWilliams has
also served as President of Ventana Development Company, Inc. a developer of
single family residential developments.

         Mark A. Krentzman. Since April 2000, Mr. Krentzman has served as our
director. From December 1998 until July 2000, Mr. Krentzman served as Executive
Vice President of VoCall Communication, Inc., a facilities based provider of
telecommunications products and services. From August 1996 until November 1998,
Mr. Krentzman served as Chief Financial Officer and a director of LifeWeb LLC, a
provider of a web enabling software tool for the life insurance industry.

Compliance with Section 16(a) of the Exchange Act

         The Exchange Act requires our executive officers, directors, beneficial
owners of more than 10% of a class of our equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission

                                       24
<PAGE>

(the "Commission"). To date we are not in compliance with Section 16(a) of the
Exchange Act. Our officers and directors intend to file their forms 3 and 4 as
soon as practicable.

Item 11.  Executive Compensation

         The following table summarizes the aggregate compensation paid during
each of the years ended April 30, 1998, 1999, and 2000 to our Chief Executive
Officer (the "CEO") and to each of our executive officers who had annual
compensation in excess of $100,000. The CEO and such other executive officers
are sometimes referred to herein as the "Names Executives."

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                         LONG-TERM
                                                                         COMPENSATION
                                                                         ------------

                                                                         SECURITIES
                                               ANNUAL COMPENSATION       UNDERLYING
NAME AND                                      ----------------------     -----------       ALL OTHER
PRINCIPAL POSITION               YEAR         SALARY($)    BONUS ($)     OPTIONS (#)       COMPENSATION ($)
------------------               ----         ---------    ---------     -----------       ----------------
<S>                              <C>               <C>         <C>              <C>               <C>
Thomas E. Biddix                 1998              $0          $0               0                 $0
Chief Executive Officer and      1999         $75,000(1)       $0       4,000,000(3)              $0
Director                         2000        $180,000(2)       $0               0                 $0
</TABLE>

(1) Of this amount, $75,000 was accrued
(2) Of this amount, $15,000 was paid and the balance of $165,000 was accrued.
(3) 3,129,221 of these options were redeemed to us in April 2000.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

         No options were granted to any Named Executive Officers during the
fiscal year ended April 30, 2000. However, Thomas E. Biddix, in connection with
the acquisition of Pre-Paid Solutions, received options acquire an aggregate of
169,149 shares of our common stock at an exercise price of $ .39 per share and
options to acquire an aggregate of 704,788 shares of our common stock at an
exercise price on $ .18 per share in exchange for his outstanding options to
purchase common stock of Pre-Paid Solutions.

                                       25
<PAGE>

               AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                        AND FY-END OPTION/SAR VALUES (1)

         The following table sets forth information concerning the value
realized by the Named Executives upon exercise of stock options during the
fiscal year ended April 30, 2000, and the value of unexercised stock options
held by the Named Executives at April 30, 2000.
<TABLE>
<CAPTION>
                                               NUMBER OF SECURITIES UNDERLYING     VALUE OF UNEXERCISED IN-THE-MONEY
                                                UNEXERCISED OPTIONS AT FISCAL                 OPTIONS AT
                   SHARES                                YEAR-END (#)                   FISCAL YEAR-END ($) (1)
                   ACQUIRED ON   VALUE                   ------------                   -----------------------
NAME               EXERCISE (#)  REALIZED($) EXERCISABLE       UNEXERCISABLE       EXERCISABLE       UNEXERCISABLE
----               ------------  ----------  -----------       -------------       -----------       -------------
<S>                <C>           <C>           <C>             <C>                 <C>               <C>
Thomas E. Biddix   250,000       $250,000      1,494,716                 --         $1,837,574                  --
</TABLE>

(1)      The dollar value of the unexercised in-the-money options is calculated
         based upon the difference between the option exercise price and $1.375
         per share, being the closing bid price of our common stock on August
         10, 2000 as reported by the OTC Bulletin Board.

(2)      Of such exercisable options, as of August 10, 2000, 620,779 options
         were exercisable at $.04 per share, 169,149 options were exercisable at
         $.39 per share and 704,788 options were exercisable at $.18 per share.

Employment Agreements

         On April 1, 2000, we entered into employment agreements with Thomas E.
Biddix, our Chief Executive Officer and a director, and with Timothy F.
McWilliams, our Executive Vice-President. The agreements with each of Messrs.
Biddix and McWilliams are substantially similar and superseded in their entirety
previous employment agreements with each of Messrs. Biddix and McWilliams. The
term of the agreements are for three years from April 1, 2000 unless sooner
terminated or extended. The annual salary under each of the agreements for
Messrs. Biddix and McWilliams is $250,000 and $150,000, respectively.

         The agreements also provide, among other things, for: (i) participation
in any employee benefits applicable to our employees and executives, (ii) an
automobile allowance and fringe benefits commensurate with the duties and
responsibilities of Messrs. Biddix and McWilliams and (iii) contain certain
non-disclosure and non-competition provisions. Additionally, Messrs. Biddix and
McWilliams may be awarded bonuses by our board of directors.

         Under the terms of the agreements, we may terminate the employment of
Mr. Biddix or Mr. McWilliams either with or without cause. If the agreements are
terminated by us without good cause, we would be obligated to pay that executive
an amount equal to the salary due that executive throughout the remaining term
of the agreement. In the event Mr. Biddix or Mr. McWilliams were terminated
without cause during the final year of their employment term, we would be
obligated to pay that executive an amount equal to the greater of: (i) the
salary due the executive through the remaining employment or (ii) the salary due
executive for a period of six (6) calendar months. In the event an executive
terminates the agreement upon the company materially breaching the provision of
the agreement, we would be obligated to pay that executive an amount equal to
the salary due executive through the term of employment.

                                       26
<PAGE>

Compensation of Directors

         Our directors are not compensated for their services.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information known to us with
respect to the beneficial ownership of our common shares as of July 17, 2000 by
(i) each shareholder known by us to be the beneficial owner of more than 5% of
our common shares, (ii) each director of Pre-Cell Solutions, (iii) each
executive officer of Pre-Cell Solutions named in the Summary Compensation Table
which appears in Item 11, and (iv) all executive officers and directors as a
group.

                                                      Shares Beneficially Owned
                                                      -------------------------
Name and Address of Beneficial Owner (1)              Number       Percent (2)
----------------------------------------              ------       -----------
Thomas E. Biddix (3)                                  8,947,542        21.64%
Thomas E. Fricks (4)                                  1,448,533         3.55%
Harry O. Christenson (5)                                369,825             *
Timothy F. McWilliams (6)                             1,891,276         4.61%
Mark A. Krentzman                                             0             *
Ronald Kindland (7)                                   3,195,667         7.89%
Dan Fitzgerald (8)                                    3,545,418         8.61%
Jonathan K. O'Neal (9)                                2,508,000         6.31%
Michael A. Sauter (10)                                2,508,000         6.31%
Executive officers and directors
  as a group (5 persons)                             12,657,176        28.97%
---------------------
* Represents beneficial
ownership of less than 1%.

(1)   Unless otherwise noted, the address of each shareholder is our address,
      which is 385 East Drive, Melbourne, Florida 32904.
(2)   Percentage of ownership is based on 39,851,859 shares outstanding as of
      August 10, 2000. Common shares subject to options currently exercisable or
      exercisable within 60 days of August 10, 2000 and deemed outstanding for
      the purpose of computing the percentage ownership of the person holding
      such options, but are not deemed outstanding for computing the percentage
      ownership of any other person. Unless otherwise indicated below, the
      persons and entities named in the table have sole voting and sole
      investment power with respect to all shares beneficially owned, subject to
      community property laws where applicable.
(3)   This amount includes (i) 3,942,034 shares of common stock held in the name
      of Thomas E. Biddix TSRLT utd. and (ii) options to acquire an aggregate of
      620,779 shares of common stock at an exercise price of $.04 per share,
      options to acquire an aggregate of 169,149 shares of common stock at an
      exercise price of $.39 per share and options to acquire an aggregate of
      704,788 shares of common stock at an exercise price of $.18 per share.
      Although all of the aforementioned options have fully vested, all such
      options are subject to a forbearance agreement, dated April 4, 2000
      whereby these options may not be exercised until such time as our
      authorized shares of common stock are increased by such number of shares
      that equal or exceed, in the aggregate, all of the shares of common stock
      issuable upon exercise of the options subject to the forbearance
      agreement.

                                       27
<PAGE>

(4)   This amount includes (i) 171,200 shares of common stock which vest on
      October 1, 2000 pursuant to a Restricted Stock Grant and (ii) options to
      acquire an aggregate of 704,000 shares of common stock at an exercise
      price of $.01 per share and options to acquire an aggregate of 133,333
      shares of common stock at an exercise price of $.75 per share. Although
      the options to acquire the aforementioned 704,000 shares of common stock
      have fully vested, such options are subject to a forbearance agreement,
      dated April 4, 2000 whereby these options may not be exercised until such
      time as our authorized shares of common stock are increased by such number
      of shares that equal or exceed, in the aggregate, all of the shares of
      common stock issuable upon exercise of the options subject to the
      forbearance agreement. Excludes 684,800 shares of common stock granted to
      Mr. Fricks pursuant to a Restricted Stock Grant, all of which have not yet
      vested.
(5)   This amount includes 150,000 shares of common stock which vest on October
      1, 2000 pursuant to a Restricted Stock Grant. Excludes 600,000 shares of
      common stock granted to Mr. Christenson pursuant to a Restricted Stock
      Grant, all of which have not yet vested.
(6)   This amount includes options to acquire an aggregate of 538,084 shares of
      common stock at an exercise price of $.04 per share, options to acquire an
      aggregate of 225,531 shares of common stock at an exercise price of $.35
      per share, and options to acquire an aggregate of 422,873 shares of common
      stock at an exercise price of $.18 per share. Although all of the
      aforementioned options have fully vested, all such options are subject to
      a forbearance agreement, dated April 4, 2000 whereby these options may not
      be exercised until such time as our authorized shares of common stock are
      increased by such number of shares that equal or exceed in the aggregate
      all of the shares of common stock issuable upon exercise of the options
      subject to the forbearance agreement.
(7)   This amount includes (i) 2,529,000 shares of common stock owned by Arkay
      Enterprises (for which Mr. Kindland is the beneficial owner) and (ii)
      options to acquire an aggregate of 666,667 shares of common stock at an
      exercise price of $.75 per share. Ronald Kindland's address is 2675 Hazy
      Hallow Run, Roswell, Georgia 30076.
(8)   This amount excludes 899,957 warrants to purchase common stock at an
      exercise price of $2.80 per share and 422,673 warrants to purchase common
      stock at an exercise price of $.53 per share. Although all of the
      aforementioned warrants have fully vested, all such warrants are subject
      to a forbearance agreement, dated April 4, 2000 whereby these warrants may
      not be exercised until such time as our authorized shares of common stock
      are increased by such number of shares that equal or exceed in the
      aggregate all of the shares of common stock issuable upon exercise of the
      warrants subject to the forbearance agreement. Mr. Fitzgerald's address is
      961 North Street, Greenwich, Connecticut 66831.
(9)   Mr. O'Neal's address is 4260 Edgewater Drive, Kennesaw, Georgia 30144.
(10)  Mr. Sauter's address is 3329 Collier Point, N.E., Dacula, Georgia 30019.

Item 13.  Certain Relationships and Related Transactions

         In December 1998, our Board of Directors approved an amendment to our
Certificate of Incorporation to effect a 1 for 7 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.

         We entered in a share exchange agreement as of December 1, 1998
pursuant to which we acquired all of the issued and outstanding capital stock of
Pre-Cell Solutions, Inc., a Florida corporation in exchange for 32,156,000
shares of our common stock. Thomas Biddix, our Chief Executive Officer and
Chairman was the sole shareholder of Pre-Cell Solutions, Inc. a Florida
corporation.

                                       28
<PAGE>

         Also on December 1, 1998 we entered into an administrative services
agreement with Pre-Paid Solutions, Inc., a Florida corporation pursuant to which
Pre-Paid Solutions, Inc. performs all of our administrative functions including
accounting legal tax compliance and all other administrative functions. Pursuant
to the administrative services agreement we paid Pre-Paid Solutions One Thousand
Dollars ($1,000) per month. Pre-Paid Solutions is controlled by Thomas Biddix
our Chief Executive Officer and Chairman.

         Prior to the commencement of employment, Harry Christenson, our Chief
Financial Officer performed consulting services in exchange for 265,625 shares
our common stock. The common stock was valued at $83,076.

         On April 4, 2000 we acquired all of the outstanding capital stock of
Pre-Paid Solutions, Inc., a Florida corporation and owned by Thomas Biddix
(26.6%) and Timothy McWilliams (5.3%), our Chief Executive Officer and Chairman
and Executive Vice President and Director respectively, in exchange for
20,219,127 shares of common stock.

         We sublease our corporate headquarters in Melbourne, Florida from
Thomas Biddix our Chief Executive Officer and Chairman. Our current rental rate
is $4,875 per month.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) Exhibits and Financial Statement Schedules

            (1)   Financial Statements of the Company are set forth in Part II,
                  Item 8.

            (2)   Exhibits-- (See Index to Exhibits included elsewhere herein.)

     (b) Reports on Form 8-K

               We filed a Report on Form 8-K dated February 2, 2000 disclosing
         the purchase of all of the issued and outstanding shares of capital
         stock of Pre-Cell Solutions, Inc., a Florida corporation and the change
         of auditors from Edward Isaacs & Company LLP to Vestal & Wiler, LLP.

               We filed a Report on Form 8-K/A dated April 7, 2000 amending our
         disclosure as to the change in our auditors from Edward Isaacs &
         Company LLP to Vestal & Wiler, LLP.

               We filed a Report on Form 8-K dated April 19, 2000 disclosing the
         purchases of all of the issued and outstanding shares of capital stock
         of US Intellicom, Inc. and Pre-Paid Solutions, Inc.

               We filed a report on form 8-K/A dated July 19, 2000 amending the
         disclosure of the purchases of US Intellicom, Inc. and Pre-paid
         Solutions, Inc. by providing the required audited and pro forma
         financial statements in connection with these acquisitions.

               We filed a Report of Form 8-K dated July 14, 2000 disclosing a
         change in our auditors from Vestal & Wiler, LLP to BDO Seidman, LLP.

                                       29
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                              PRE-CELL SOLUTIONS, INC.


Date: August 14, 2000                         By: /s/ Thomas E. Biddix
                                                  --------------------
                                                  Thomas E. Biddix
                                                  Chairman of the Board and
                                                  Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dated indicated.

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

/s/  Thomas E. Biddix        Chairman of the Board and Chief    August 14, 2000
--------------------------   Executive Officer
     Thomas E. Biddix        (Principal Executive Officer)


/s/  Harry O. Christenson    Chief Financial Officer            August 14, 2000
--------------------------   (Principal Accounting and
     Harry O. Christenson    Financial Officer)


/s/  Timothy McWilliams      Director                           August 14, 2000
--------------------------
     Timothy McWilliams


/s/  Mark A. Krentzman       Director                           August 14, 2000
--------------------------
     Mark A. Krentzman

                                       30
<PAGE>

                                  EXHIBIT INDEX

Exhibit
No.                           Exhibit Description
---                           -------------------

2.1      Merger and Reorganization Agreement among Pre-Cell, USI Merger Corp.,
         USI and USI Stockholders (1)

2.2      Merger and Reorganization Agreement among Pre-Cell, Pre-Paid Merger
         Corp., Pre-Paid and Pre-Paid Stockholders (1)

4.1      Stock Option Agreement for the purchase of 4,000,000 shares between
         Pre-Cell and Thomas E. Biddix dated December 1, 1998(2)

4.2      Stock Option Agreement for the purchase of 3,000,000 shares between
         Pre-Cell and Timothy F. McWilliams dated December 1, 1998 (2)

4.3      Stock Option Agreement for the purchase of 100,000 shares between
         Pre-Cell and Tobin & Reyes, P.A. dated February 2, 2000 (2)

4.4      Consulting Agreement for the purchase of 265,625 shares between
         Pre-Cell and Harry O. Christenson dated May 4, 1999 (2)

10.1     Share Exchange Agreement between Thomas E. Biddix and Transamerica
         Petroleum Corporation(3)

10.2     Administrative Services Agreement between Pre-Cell Solutions, Inc., a
         Florida corporation, and Pre-Paid Solutions, Inc.(3)

10.3     Sublease between Pre-Cell Solutions, Inc., a Florida corporation, and
         Pre-Paid Solutions, Inc. dated September 1998 (3)

10.4     Employment Agreement between Pre-Cell Solutions, Inc., a Colorado
         corporation, and Thomas Fricks dated April 1, 2000 (1)

10.5     Employment Agreement between Pre-Cell Solutions, Inc., a Colorado
         corporation, and Jonathan O'Neal dated April 1, 2000 (1)

10.6     Stock Redemption Agreement between Pre-Cell Solutions, Inc., a Colorado
         corporation, and Thomas E. Biddix dated April 1, 2000 (1)

10.7     Employment Agreement between Pre-Cell Solutions, Inc., a Colorado
         corporation, and Thomas E. Biddix dated April 1, 2000 (1)

10.8     Employment Agreement between Pre-Cell Solutions, Inc., a Colorado
         corporation, and Thomas E. Biddix dated April 1, 2000 (1)

16.1     Letter re: Change in Certifying Accountant (4)

23       Consent of Vestal & Wiler, P.A. *

27       Financial Data Schedule *
--------------------------
*        Filed herewith

         (1)      Filed as an exhibit to the Registrant's report on Form 8-K
                  filed April 19, 2000.
         (2)      Filed as an exhibit to the Registrant's report on Form S-8
                  filed March 8, 2000.
         (3)      Filed as an exhibit to the Registrant's report on Form 10-K
                  filed February 2, 2000.
         (4)      Filed as an exhibit to the Registrant's report on Form 8-K
                  filed July 19, 2000

                                       31
<PAGE>

                    PRE-CELL SOLUTIONS, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

             WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                        For the Year Ended April 30, 2000



                                       32
<PAGE>

                                    CONTENTS

                                                                   Page

         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS         F-1

         CONSOLIDATED BALANCE SHEET                                 F-2

         CONSOLIDATED STATEMENT OF OPERATIONS
             AND COMPREHENSIVE (LOSS)                               F-3

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY             F-4

         CONSOLIDATED STATEMENT OF CASH FLOWS                       F-5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 F-6


                                       33
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Pre-Cell Solutions, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Pre-Cell
Solutions,  Inc. and Subsidiaries  ("the Company") as of April 30, 2000, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  consolidated   financial  position  of  Pre-Cell
Solutions,  Inc. and  subsidiaries  as of April 30, 2000,  and the  consolidated
results of their operations and cash flows for the year then ended in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As more fully described in Note 2, the
Company has generated only minimal revenue, has incurred significant losses, and
has working capital and accumulated deficits. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments to reflect the possible future effects
on  the   recoverability  and  classification  of  assets  or  the  amounts  and
classification  of liabilities that may result from the inability of the Company
to continue as a going concern.

As discussed in note 8 to the consolidated financial statements,  the Company is
a defendant in various  legal  matters,  the  ultimate  outcomes of which cannot
presently be  determined.  Accordingly,  no provision for any liability that may
result  therefrom  has  been  made in the  accompanying  consolidated  financial
statements.


                                                /s/ BDO Seidman, LLP

August 3, 2000
New York, New York

                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                    PRE-CELL SOLUTIONS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 April 30, 2000

                                     ASSETS

Current assets:
<S>                                                                                  <C>
   Cash                                                                              $      383,333
   Restricted cash                                                                          500,000
   Accounts receivable                                                                      272,378
   Inventory                                                                                186,875
   Prepaid expenses                                                                         120,565
                                                                                      -------------
       Total current assets                                                               1,463,151

Furniture, fixtures and equipment, net of
  accumulated depreciation of $7,919                                                        343,175
                                                                                      -------------
Goodwill (net)                                                                           18,331,219
Other assets                                                                                107,554
                                                                                      -------------
       Total assets                                                                   $  20,245,099
                                                                                      =============

                               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable                                                                      $      31,716
   Accounts payable                                                                         505,847
   Customer deposits                                                                        253,099
   Due to shareholders                                                                      697,027
   Accrued expenses                                                                         601,830
                                                                                      -------------
       Total current liabilities                                                          2,089,518

Commitments and contingencies                                                                 -

Stockholders' equity:
   Preferred stock, $.10 par value; 5,000,000 shares authorized - Common
     stock, $.01 par value, 45,000,000 shares authorized;
     39,736,859 shares issued and outstanding                                               397,368
   Additional paid in capital                                                            20,519,992
   Accumulated other comprehensive income (loss)                                             (3,894)
   Accumulated deficit                                                                   (2,757,885)
                                                                                      -------------
       Total stockholders' equity                                                        18,155,581
                                                                                      -------------
       Total liabilities and stockholders' equity                                     $  20,245,099
                                                                                      =============
</TABLE>


           See accompanying summary of significant accounting policies
                and notes to consolidated financial statements.

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                    PRE-CELL SOLUTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         AND COMPREHENSIVE INCOME (LOSS)

                        For the year ended April 30, 2000

<S>                                                                                   <C>
Revenues                                                                              $     358,113

Direct costs                                                                                196,173

Other expenses                                                                              865,981

Goodwill amortization                                                                       134,038

Impairment loss                                                                             388,520
                                                                                      -------------
Operating loss                                                                           (1,226,599)

Interest and other expense                                                                   14,330
                                                                                      -------------
Net loss                                                                                 (1,240,929)

Other comprehensive income - foreign currency
  translation adjustments                                                                    (3,894)
                                                                                      -------------
Comprehensive income (loss)                                                           $  (1,244,823)
                                                                                      =============

Basic loss per common share                                                           $        (.04)
                                                                                      =============

Average number of basic common shares outstanding                                        34,365,210
                                                                                      =============
</TABLE>

           See accompanying summary of significant accounting policies
                and notes to consolidated financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                          For the year ended April 30, 2000


                                  Common Stock                                      Accumulated
                                 --------------          Additional         Other
                               Number                     Paid-In      Comprehensive     Accumulated
                              of Shares     Amount        Capital           Loss           Deficit          Total
                             ----------  ----------    ------------      ----------     ------------    ------------
<S>                          <C>         <C>           <C>               <C>            <C>             <C>
Balance April 30, 1999       33,852,730  $  338,527    $  2,318,303      $        -     $ (1,516,956)   $  1,139,874

Common stock issued
  for services                  265,625       2,656          80,420               -                -          83,076

Common stock issued
  for extinguishment
  of debt                       150,000       1,500         448,500               -                -         450,000

Common stock options
  granted for services                                       21,000               -                -          21,000

Common stock retired        (26,440,623)   (264,406)        264,406               -                -               -

Exercise of common
  stock options                 250,000       2,500           7,500               -                -          10,000

Common stock and
  options issued for
  acquisition of USI         11,440,000     114,400       6,186,613               -                -       6,301,013

Common stock and
  options issued
  for acquisition of
  Pre-Paid Solutions         20,219,127     202,191      11,193,250               -                -      11,395,441

Other comprehensive
  loss                                -           -               -          (3,894)               -          (3,894)

Net loss                              -           -               -               -       (1,240,929)     (1,240,929)
                             ----------  ----------    ------------      ----------     ------------    ------------
Balance April 30, 2000       39,736,859  $  397,368    $ 20,519,992      $   (3,894)    $ (2,757,885)   $ 18,155,581
                             ==========  ==========    ============      ==========     ============    ============
</TABLE>

           See accompanying summary of significant accounting policies
                 and notes to consolidated financial statements

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                    PRE-CELL SOLUTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the year ended April 30, 2000

Cash flows from operating activities:
<S>                                                                                <C>
  Net loss                                                                         $    (1,240,929)
     Adjustments to reconcile net loss to net cash
     used in by operating activities:
       Depreciation and amortization                                                       142,953
       Impairment loss - long-lived assets                                                 388,520
       Common stock and options issued for compensation
         and consulting services                                                           104,077
       Translation loss                                                                     (3,894)
       Changes in operating assets and liabilities (net of
         effects of acquisitions):
           Restricted cash                                                                (500,000)
           Accounts receivable                                                               8,801
           Inventory                                                                        (2,932)
           Prepaid expenses and deposits                                                   (95,129)
           Accounts payable and accrued expenses                                           (57,569)
                                                                                   ---------------
         Net cash in operating activities                                               (1,256,102)

Cash flows from investing activities:
  Purchase of furniture, fixtures and equipment                                            (79,902)
  Decrease in other assets                                                                   2,981
  Cash acquired in acquisitions                                                          3,581,396
                                                                                   ---------------
         Net cash provided by investing activities                                       3,504,475

Cash flows from financing activities:
  Proceeds from the exercise of common stock options                                        10,000
  Repayment against on notes payable                                                    (1,878,547)
                                                                                   ---------------

         Net cash used in financing activities                                          (1,868,547)
                                                                                   ---------------

Net increase in cash                                                                       379,826

Cash at beginning of year                                                                    3,507
                                                                                   ---------------
Cash at end of year                                                                $       383,333
                                                                                   ===============
</TABLE>

           See accompanying summary of significant accounting policies
                and notes to consolidated financial statements.

                                       F-5
<PAGE>
                    PRE-CELL SOLUTIONS, INC. AND SUBSIDIARIES
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                        For the year ended April 30, 2000

NATURE OF BUSINESS

The Company is a  telecommunications  product and  services  provider,  offering
prepaid  wireless,  long distance and local services  through  distributors  and
resellers.  Prepaid wireless service allows consumers to acquire wireless access
without  credit  checks or the  traditional  contracts  required  for  post-paid
services.  A customer generally  purchases a cellular phone and purchases access
by paying for service in fixed  dollar  amounts  (e.g.  $25 worth of airtime) in
advance  of using the  system.  These  increments  of  service  can  usually  be
purchased by payment in cash or by approved  check or credit card  transactions.
The  transactions  eliminate the risk of receivables  to the wireless  provider.
Depending on the particular  operator,  some prepaid  services include an actual
card or voucher that contains a prepaid account number used by the subscriber to
initiate  access and add more  airtime.  Once  subscribers  begin using  prepaid
airtime,  their accounts are debited in real time.  Each time a call is made the
system checks to ensure that the account  contains  available  credit.  When the
account has been  depleted,  subscribers  are denied  service and must replenish
their accounts.  Through its wholly owned subsidiary,  US Intellicom,  Inc., the
Company provides wireless  technology for use by airtime carriers and resellers.
US Intellicom has developed a proprietary handset-based technology that allows a
consumer to load minutes of prepaid  airtime into a cellular phone directly from
the handset. The Company also provides customers local exchange and domestic and
international long distance  telecommunication services through its wholly owned
subsidiary Pre-Cell Solutions, Inc., a Florida corporation.

BASIS OF PRESENTATION

The  consolidated   financial   statements  include  the  accounts  of  Pre-Cell
Solutions, Inc. and its wholly owned subsidiaries, Pre-Cell Solutions (Florida),
Inc., Pre-Paid Solutions (Florida),  Inc., Pre-Paid Solutions (Canada), Inc. and
US Intellicom,  Inc. (the "Company").  All significant intercompany accounts and
transactions  have been  eliminated in  consolidation.  The accounts of Pre-Paid
Solutions  (Canada),   Inc.  were  translated  into  U.  S.  dollars  using  the
appropriate  year-end  rates for the balance  sheet and the average rates during
the periods for the statements of operations.

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.  Significant
estimates include amounts for litigation,  income taxes and amortization  period
of goodwill.

CASH

Cash  consists of bank  deposits,  which at times may exceed  federally  insured
limits. The Company has not experienced any losses in such accounts and believes
it is not subject to any significant credit risk on cash.

INVENTORIES

Inventories  consisting primarily of cellular phone handsets and accessories are
valued at the lower of first-in, first-out (FIFO) cost or market.

LONG-LIVED ASSETS

Long-lived  assets are recorded at cost.  Depreciation  is calculated  using the
straight-line  method over the estimated  useful lives of the assets,  generally
three to seven years.

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable.  To determine the recoverability of its long-lived assets,
the Company  evaluates the probability  that future  undiscounted net cash flows
will be less than the carrying amount of the assets. Impairment is the amount by
which the carrying value of the asset exceeds its fair value.  As a result,  the
Company  has taken a charge  during the fourth  quarter of 2000 in the amount of
$388,520 (see Note 3).

                                       F-6
<PAGE>

                    PRE-CELL SOLUTIONS, INC. AND SUBSIDIARIES
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                        For the year ended April 30, 2000

Expenditures for repairs and maintenance are charged to operations as incurred.

GOODWILL

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

REVENUE RECOGNITION

Revenue from the sale of cellular  phones and  accessories  is  recognized  upon
shipment to  independent  distributors  and dealers.  Revenue from the resale of
prepaid  cellular  airtime is recognized  when the consumer has  implemented the
purchased code and resets the individual  cellular phone unit meter.  Technology
license income  related to the  individual  cellular phone sets is recognized at
the time of shipment to the distributor or dealer. Continuing per unit royalties
are recognized when the consumer has implemented the related  purchased code and
reset the individual cellular phone unit meter.

ADVERTISING COSTS

Advertising costs are charged to operations as incurred. Advertising expense for
the year ended April 30, 2000 totaled approximately $9,857.

INCOME TAXES

The Company  accounts for income taxes using the  liability  method.  Under this
method,  deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities. Measurement
of  deferred  income tax is based on enacted  tax rates and laws that will be in
effect when the  differences  are expected to reverse,  with the  measurement of
deferred  income  tax  assets  being  reduced  by  a  valuation  allowance  when
realization of deferred tax assets cannot be considered more likely than not.

                                       F-7
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000

1.   ACQUISITIONS

     During 2000, the Company acquired 100% of the outstanding stock of two
     entities. Immediately prior to these acquisitions, 26,440,623 shares of the
     Company's common stock were redeemed in order to facilitate the
     acquisitions.

     US Intellicom, Inc.

     On April 4, 2000 (the "Closing Date"), Pre-Cell Solutions, Inc.
     ("Pre-Cell"), USI Merger Corp., a Georgia corporation and wholly-owned
     subsidiary of Pre-Cell ("USI Merger Subsidiary"), US/Intellicom, Inc., a
     Georgia corporation ("USI") and Ronald I. Kindland and each of the other
     stockholders of USI ("USI Stockholders") executed a Merger And
     Reorganization Agreement ("USI Merger Agreement"), pursuant to which USI
     merged ("USI Merger") with and into USI Merger Corp.

     In connection with the USI Merger, Pre-Cell issued an aggregate of
     11,440,000 shares of Pre-Cell common stock to the stockholders of USI
     determined on the basis of a negotiated value of the business and
     proprietary technology developed by USI and the market value of Pre-Cell's
     common stock. Under the terms of the agreement, the holders of USI common
     stock were issued 8.8 shares of Pre-Cell common stock in exchange for each
     share of USI common stock. In connection with the acquisition and as a
     condition of closing, Pre-Cell established an option pool in the aggregate
     of 2,133,333 shares of common stock whereby certain stockholders of USI
     that had guaranteed USI's line of credit shall, until December 31, 2000,
     have the right to acquire Pre-Cell common stock. As these options are
     exercised the shareholder guarantees are released and the amount available
     under the USI line of credit is reduced by a corresponding amount.
     Additionally, all outstanding options to purchase USI shares became fully
     vested and were automatically converted into options to purchase Pre-Cell
     shares on a basis of 8.8 Pre-cell shares for each USI share entitled to be
     purchased under the USI options, at the per share price equal to the
     quotient of (i) the price contained in the USI options, divided by (ii)
     8.8.

     Pre-Paid Solutions

     On the Closing Date, Pre-Cell, Pre-Paid Acquisition Corp., a Florida
     corporation and wholly-owned subsidiary of Pre-Cell ("Pre-Paid Merger
     Subsidiary"), Pre-Paid Solutions, Inc., a Florida corporation ("Pre-Paid")
     and Thomas E. Biddix and each of the other stockholders of Pre-Paid
     ("Pre-Paid Stockholders") executed a Merger And Reorganization Agreement
     ("Pre-Paid Merger Agreement"), pursuant to which Pre-Paid was merged
     ("Pre-Paid Merger") with and into Pre-Paid Acquisition Corp.

     In connection with the Pre-Paid Merger, Pre-Cell issued an aggregate of
     20,219,127 shares of Pre-cell common stock to the stockholders of Pre-Paid
     determined on the basis of a negotiated value of the business and certain
     contracts of Pre-Paid and the market value of Pre-Cell's common stock.
     Under the terms of the agreement, the holders of Prepaid common stock were
     issued 2.81915 shares of Pre-Cell common stock in exchange for each share
     of Prepaid common stock. Additionally, all outstanding options and warrants
     to purchase Pre-Paid shares became fully vested and were automatically
     converted into options and warrants to purchase Pre-Cell shares on a basis
     of 2.81915 Pre-Cell shares for each Pre-Paid share entitled to be purchased
     under the Pre-Paid options, at the per share price equal to the quotient of
     (i) the price contained in the Pre-Paid options and warrants, divided by
     (ii) 2.81915.

     The acquisitions described above were accounted for by the purchase method
     of accounting and accordingly, the operating results have been included in
     the Company's consolidated results of operations from the date of
     acquisition. The costs of the acquisitions have been allocated on the basis
     of the estimated fair market values of the assets acquired and liabilities
     assumed. The excess of the purchase prices over the fair values of the net
     assets acquired was approximately $16,985,000 and has been recorded as
     goodwill, which is being amortized on a straight-line basis over 20 years.
     Accordingly, the accompanying consolidated statements of operations do not
     include any revenues or expenses related to these acquisitions prior to the
     closing date. Following are the Company's unaudited proforma results for
     2000 assuming the acquisitions occurred on May 1, 1998:

                                       F-8
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000

                                                          2000           1999

     Net revenues                                   $ 4,417,281    $ 2,121,118

     Net loss                                        (3,928,714)    (3,504,491)

     Basic and diluted net loss per common share           (.10)          (.09)

     Weighted average outstanding shares             39,148,838     39,071,234

     The pro forma consolidated results of operations include adjustments to
     give effect to amortization of goodwill. The unaudited pro forma
     information is not necessarily indicative of the results of operations that
     would have occurred had the purchase been made at the beginning of the
     periods presented or the future results of the combined operations.

2.   GOING CONCERN

     The accompanying consolidated financial statements have been presented on
     the basis that the Company is a going concern, which contemplates the
     realization of assets and the satisfaction of liabilities in the normal
     course of business. The Company has sustained a cumulative net loss of
     approximately $2,800,000 through April 30, 2000 and had a working capital
     deficiency and accumulated deficit of approximately $600,000 and
     $2,800,000, respectively, at April 30, 2000. The financial statements do
     not include any adjustments that might result from the Company's inability
     to operate as a going concern.

     Management's plans include the expansion of its prepaid cellular services
     through continued growth in its distributor and dealer customer base and
     acquisition of additional prepaid dial tone phone service areas to build
     the volumes necessary to improve operating results.

     Continuation of the Company as a going concern is dependent on its ability
     to achieve profitable operations by increased revenues through its
     distributor and dealer networks. In addition, the Company is pursuing
     additional equity or debt financing in an effort to improve working
     capital.

3.   IMPAIRMENT LOSS

     After the acquisition of USI and Pre-Paid, the Company decided to utilize
     the technology developed, owned and operated by USI for the management of
     prepaid cellular phone service in place of the technology owned by Pre-Paid
     but operated by a third party. Based on this decision, the value of the
     technology After owned by Pre-Paid was determined to be impaired and
     accordingly was written down to its fair value of approximately $21,000.
     This amount was the estimated amount that would be recovered through the
     remaining contracts that would continue to use the Pre-Paid technology.

4.   LINE OF CREDIT

     The Company has a line-of-credit  available under which it may borrow up to
     $1,600,000 at an interest rate of 2.30% over the lender's  commercial paper
     rate.  Additionally,  the Company is required to pay an  additional  10% in
     interest  expense  ($5,598  for the  year  ended  April  30,  2000)  to the
     guarantors of the debt based on the average  line-of-credit balance for the
     period,  in which the guarantors are at risk. At April 30, 2000, there were
     no borrowings under the line. The line expires on November 30, 2000.

                                       F-9
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000


5.   NOTES PAYABLE

     Notes payable consist of the following:

     Equipment purchase obligations, due monthly,
       interest at 14.25% to 14.64%                                 $    317
     Installment note payable to vendor due monthly,
       interest at 15.25%                                             31,399
                                                                    --------
     Less current maturities                                        $(31,716)
                                                                    ========

6.   ACCRUED EXPENSES

     Accrued expenses consist of the following:
     Accrued claim (see Note 8)                                     $380,000
     Accrued interest                                                101,004
     Accrued compensation                                            108,052
     Accrued other                                                    12,774
                                                                    --------
                                                                    $601,830
                                                                    ========

7.   INCOME TAXES

     There was no income tax  expense/benefit for the Company for the year ended
     Apri 30, 2000.

     Following is a reconciliation of the expected income tax benefit to the
     amount based on the U.S. statutory rate of 34% for the year ended April 30,
     2000:

     Income tax benefit based on U.S. statutory rate                 (423,239)
     Goodwill amortization                                             21,761
                                                                    ---------
     Current year addition to the valuation allowance                (401,478)

     Provision for income taxes                                     $       -
                                                                    =========

     The components of deferred tax assets and  liabilities are comprised of the
     following at April 30, 2000:

                                      F-10
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000


     Deferred tax assets:
         Net operating loss carryforwards                   $  1,303,000
         Stock and stock options issued for services              10,800
         Allowance for doubtful accounts                           5,200
         Accrued compensation and vacation                       221,300
         Furniture, fixtures and equipment                       143,700
                                                            ------------
     Gross deferred income tax assets                          1,684,000
     Valuation allowance                                       1,684,000
                                                            ------------
     Net deferred tax assets                                           -
                                                            ============
     At  April  30,  2000,  the  Company  has  approximately  $3,500,000  of net
     operating loss  carryforwards,  which expire between 2018 and 2020. The Tax
     Reform Act of 1986 enacted a complex set of rules  (Section  382)  limiting
     the potential  utilization of net operating loss  carryforwards  in periods
     following a corporate  "ownership  change". In general, an ownership change
     is deemed to occur if the percentage of stock of a loss  corporation  owned
     (actually,  constructively  and,  in  some  cases,  deemed)  by one or more
     "5%stockholders"  has increased by more than 50 percentage  points over the
     lowest  percentage of such stock owned during a three year testing  period.
     Although  a  comprehensive  evaluation  has not yet been  performed,  it is
     likely that due to prior  shifts in  ownership  (Pre-Cell  Solutions,  Inc.
     (Florida) merger) and current shifts in ownership (Pre-Paid Solutions, Inc.
     and US Intellicom,  Inc. mergers), the Company's ability to utilize its net
     operating loss carryforwards could be severely limited.

     The valuation allowance increased by $1,409,000 in the current year, of
     which $964,000 represents the net operating loss carryforwards acquired
     through Pre-Paid. The Company has recorded a valuation allowance to state
     its deferred tax assets at estimated net realizable value due to the
     uncertainty related to realization of these assets through future taxable
     income. The recognition of any future tax benefits resulting from the net
     operating loss carryforwards acquired will reduce any goodwill related to
     the acquisition of Pre-Paid remaining at the time of such reduction.

8.   COMMITMENTS AND CONTINGENCIES LEASES

     The Company  conducts its  operations  from leased  facilities  in Georgia,
     Florida and Canada.  In addition it leases various  computers and telephone
     equipment.  These leases are  classified as operating  leases and expire on
     various dates through 2003.

     As of April 30, 2000 future  minimum  lease  payments  under the  operating
     leases are:

     2001                                                       $ 135,901
     2002                                                         133,587
     2003                                                         123,870
     2004                                                         120,426
     2005                                                          66,000
                                                                   ------
                                                                $ 579,784

     Rent expense for the year ended April 30, 2000 totaled approximately
     $43,600.

                                      F-11
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000


     EMPLOYMENT AGREEMENTS
     The Company has  employment  agreements  with its executive  officers.  The
     agreements  cover a  three-year  period  beginning  April  1,  2000 and are
     terminable  for cause by either  party.  They also include  provisions  for
     discretionary  bonuses and in one instance an  incentive  bonus for product
     development.  Certain of the agreements provide for the grant of a total of
     1,606,000  shares of the Company's stock. The shares vest 20% on October 1,
     2000,  30% on January 1, 2001 with the remaining 50% on April 1, 2001.  The
     Company has accrued  compensation of $26,767 during the year as a result of
     the stock  grants.  The  remaining  compensation  expense of  $776,233 as a
     result of the stock grants will be  recognized in 2001 as they become fully
     vested.  The agreements  include a covenant  against  competition  with the
     Company and prohibit divulgence of confidential information.

     LETTER OF CREDIT
     The Company is contingently liable under the terms of a letter of credit of
     up to $500,000  issued to secure  credit from  certain of its  suppliers of
     cellular  phone  airtime.  The  letter of credit is  secured  by a $500,000
     certificate  of deposit.  As of April 30, 2000 there were no claims against
     the letter of credit.

     LITIGATION
     On September 21, 1999, the two subsidiaries acquired during April 2000 were
     named as defendants in two lawsuits  alleging patent  infringement  arising
     out of having made, used, offered for sale and/or sold in the United States
     products  which  infringe  one or more claims of Patent No.  5,631,947  and
     Patent No.  5,577,100.  The claims for  monetary  damages are  undisclosed.
     While any litigation or investigation has an element of uncertainty, in the
     opinion of management and legal counsel, there is no reasonable probability
     at present of any substantial liabilities arising out of this matter.

     An action was brought  against US Intellicom,  Inc.  (USI), a subsidiary of
     the  Company,  by  RiverHawk  Capital  Resources,  Inc.,  an  affiliate  of
     Riverhawk  Holdings,  Inc.  (RiverHawk)  before  the  American  Arbitration
     Association,  claiming that it is entitled to a "success" fee in connection
     with a letter agreement between the parties. On June 9, 2000 the Arbitrator
     found that  RiverHawk  was  entitled  to a success  fee of  $374,517,  plus
     one-half of the costs and expenses of arbitration.  The Company has accrued
     $380,000  at  April 30,  2000  and  adjusted  the  purchase  price  of  the
     acquisitions discussed in Note 1. However, USI has filed a Motion to Vacate
     the Decision of the Arbitrator.

9.   STOCK OPTIONS

     Prior to the May 1, 1999 the Board of Directors  of the Company  granted to
     certain  officers of the Company options to purchase shares of common stock
     of the Company.  These  options were granted at the  estimated  fair market
     value or above  and were  100%  vested  at the time of  grant.  During  the
     current period the Company  granted  options to a supplier of  professional
     services and  exchanged  3,893,860  options of the Company for  outstanding
     options of the acquired  companies.  At the same time, the Company  granted
     2,133,331  options to certain  guarantors of one of the acquired  company's
     debt to Merrill  Lynch which  allows them to purchase  stock in the Company
     equal to the amount of debt that has been guaranteed.

     The  Company  applies  APB  Opinion  25,  "Accounting  for Stock  Issued to
     Employees," and related interpretations in accounting for options issued to
     employees.  Accordingly,  no  compensation  cost  has been  recognized  for
     options  granted to employees  at exercise  prices that equal or exceed the
     market price of the  Company's  common stock at the date of grant.  Options
     granted  at  exercise   prices  below  market  prices  are   recognized  as
     compensation  cost  measured as the  difference  between  market  price and
     exercise price at the date of grant. Through April 30, 2000 no compensation
     cost has been recognized.

     As to the  exchange  of options  during the  current  period,  the  Company
     recognized,  as part of the purchase  price of the acquired  companies (see
     Note 1), the fair value of the options issued and the options issued to the
     guarantors.  The  compensatory  value of options granted to the supplier of
     $21,000 was recorded as an expense in the current period.

                                      F-12
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000


     The following table summarizes the stock option activity for the year ended
     April 30, 2000:
<TABLE>
<CAPTION>
                                                                                Weighted
                                                                    Weighted    Average
                                                                    Average       Fair
                                                                    Option       Market
                                                     Shares          Price        Value
                                                     ------          -----        -----
     <S>                                          <C>              <C>           <C>
     Outstanding, April 30, 1999                   7,000,000
     Granted to supplier                             100,000        $  .44       $  .21
     Conversion of Pre-Paid Solutions options      2,133,860           .26          .30
     Conversion of US Intellicom options           1,760,000           .31          .32
     Issuance of US Intellicom debt guaranty
         options                                   2,133,331           .75       $  .01
     Retired                                      (5,476,137)          .04
     Exercised                                      (250,000)          .04
                                                 ------------
     Outstanding, April 30, 2000                   7,401,054
                                                  ==========
</TABLE>

     At April  30,  2000 a total of  3,767,517  options  were  exercisable  at a
     weighted average  exercise price of $.61 and 3,633,537  options are subject
     to a forbearance  agreement  under which the option holders have agreed not
     to exercise any of their  options until the Company has increased its total
     number of authorized common shares.

     The following table summarizes  information about stock options outstanding
     and exercisable at April 30, 2000.
<TABLE>
<CAPTION>
                                   Options Outstanding                            Options Exercisable
                         --------------------------------------------           --------------------------
                                        Weighted          Weighted               Weighted        Weighted
         Range of                        Average           Average                Average         Average
         Exercise         Exercise      Exercise          Remaining               Number         Exercise
           Price         Outstanding      Price             Life                Exercisable        Price
           -----         -----------      -----             ----                -----------        -----
    <S>                    <C>            <C>            <C>                     <C>              <C>
     $ 0.01 to $ 0.18      3,457,524      $  0.08        6.8 years                 352,000        $  0.01
     $ 0.35 to $ 0.44      1,106,199      $  0.37        3.7 years                 711,519        $  0.37
     $ 0.75                2,837,331      $  0.75        3.0 years               2,703,998        $  0.75
                           ---------      -------                                ---------        -------
                           7,401,054      $  0.38                                3,767,517        $  0.61
                           =========      =======                                =========        =======
</TABLE>

     As soon as the Company has increased the number of it's  authorized  common
     shares all of the outstanding options will be exercisable.

10.  STOCK WARRANTS

     At  April  30,  2000,   the  Company  had  the  following   stock  warrants
     outstanding:

                                              Number of
               Expiration                     Underlying           Exercise
                  Date                         Shares               Price
                  ----                         ------               -----
         September 28, 2004                   2,819,153          $    .53
         April 3, 2003                        3,509,832          $   2.80
                                              ---------
                                              6,328,985
                                              =========

                                      F-13
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000


     At April 30, 2000,  all of the warrants  were fully vested.  However,  they
     were subject to a forbearance  agreement  whereby the warrant  holders have
     agreed not to exercise any  warrants  until the Company has  increased  its
     total number of authorized common shares.

11.  SUPPLEMENTAL CASH FLOW INFORMATION

     Certain  supplemental  disclosure  of cash flow  information  and  non-cash
     investing and financing activities is as follows:

     Cash paid for interest for the year                       $    9,082

     Common stock issued for extinguishment of debt            $  450,000
     Common stock issued for services                          $   83,076
     Common stock options granted for services                 $   21,000

     In addition to the above non-cash items, the following is a summary of
     non-cash transactions entered into for the acquisitions listed in Note 1:

     Common stock and stock options issued as
       consideration                                         $ 17,696,454
                                                             ------------

     Accounts receivable acquired                                 278,179
     Inventory acquired                                           183,941
     Prepaid expenses acquired                                     20,436
     Property, plant and equipment acquired                       658,995
     Goodwill acquired                                         16,984,950
     Other asset acquired                                         129,104
                                                             ------------
     Total non-cash acquisition of assets                      18,255,605

     Notes payable assumed                                      2,325,463
     Accounts payable assumed                                   1,002,270
     Accrued liabilities assumed                                  778,014
     Long-term debt assumed                                        34,800
                                                             ------------
     Total non-cash assumption of liabilities                   4,140,547
                                                             ------------
     Net cash acquired                                       $  3,581,396
                                                             ============

12.  RELATED PARTY TRANSACTIONS

     Prior to  commencement  of  employment,  the  Company  received  consulting
     services  from the Chief  Financial  Officer of the Company in exchange for
     265,625 shares of common stock. The transaction was valued at $83,076.

     Prior to  acquisition,  the Company  subleased  office space from  Pre-Paid
     Solutions,  Inc.  The  agreement  called for  monthly  rental  payments  of
     approximately   $500.  Total  rent  for  the  year  ended  April  30,  2000
     approximated $4,400.

     The Company also had an  administrative  services  agreement  with Pre-Paid
     Solutions,  Inc. which provided for fees of approximately $1,000 per month.
     Total fees under this  agreement  for the year ended April 30, 2000 totaled
     $9,000.

                                      F-14
<PAGE>

                     PRE-CELL SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the year ended April 30, 2000


13.  SUBSEQUENT EVENTS

     Subsequent  to April 30,  2000,  the Company  entered  into an agreement to
     acquire all of the outstanding  shares of Teleconex,  Inc., a prepaid local
     exchange  service  company in  Pensacola,  Florida,  for 683,333  shares of
     Pre-Cell common stock plus cash of $160,000. The closing of the transaction
     is subject to  regulatory  approval.  In addition,  the Company has entered
     into a nonbinding  letter of intent to acquire a competitive local exchange
     company located in San Antonio,  Texas.  Consummation of the merger remains
     subject  to,  among  other  things,  regulatory  approval,  due  diligence,
     execution of a definitive  agreement and the approval by the parties' board
     of directors.

                                      F-15
<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-15
<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-16
<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-17
<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-18
<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-19
<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-20
<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-21
<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-22