SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as permitted by
Rule
14a-6(e)(2)]
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

CREATIVE BEAUTY SUPPLY, INC.
(name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No Fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1)Title of each class of securities to which transaction applies:
Common stock, par value $.001 per share
2)Aggregate number of securities to which transaction applies:
23,879,817 shares of common stock; stock options to
purchase an aggregate of 2,470,000 common shares
3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
Market price of stock $.50, 2,100,000 options exercisable
at $.50 per common share and 370,000 options exercisable at $1.00
per common share
4)Proposed maximum aggregate value of transaction:
$13,350,500
5) Total fee paid: $1,080.06

[ x ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
CREATIVE BEAUTY SUPPLY, INC. (the "Company")

Carmine Catizone is hereby authorized to represent and to vote the
shares of the undersigned in the Company at an Annual Meeting
(hereinafter referred to as "Annual Meeting") of Stockholders to be
held on Friday, March 19, 2004 and at any adjournment as if the
undersigned were present and voting at the meeting.

NOTE: Cumulative voting for directors is not allowed.

1. Proposed Acquisition of Global Digital Solutions, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. Approval of the name change of the Company to Global Digital
Solutions, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. Election of Directors
FOR all nominees (except as written on the line below) [ ]
WITHHOLD AUTHORITY TO VOTE
for all nominees listed below [ ]

NOMINEES: Richard J. Sullivan, Jerome C. Artigliere, Garrett A.
Sullivan and Arthur F. Noterman

(INSTRUCTIONS: To withhold authority to vote for any individual
nominees write the nominee's name on the line below.)

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

4. Approval of Rubin, Brown, Gornstein & Co. LLP as Independent
Certified Accountants for fiscal year ending March 31, 2004.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

5. In their discretion, on any other business that may properly come
before the meeting.

The shares represented hereby will be voted. With respect to items 1 -
4 above, the shares will be voted in accordance with the specifications
made and where no specifications are given, said proxies will vote for
the proposals. This proxy may be exercised by a majority of those
proxies or their substitutes who attend the meeting.

Please sign and date and return to Creative Beauty Supply, Inc.

Dated

----------------------
Signature

Joint Owners should each sign. Attorneys-in-fact, executors,
administrators, trustees, guardians or corporation officers, should
give full title.

CREATIVE BEAUTY SUPPLY, INC.
380 Totowa Road
Totowa, NJ 07512
Telephone: 973-904-0004

March 5, 2004

To the Stockholders of
Creative Beauty Supply, Inc.

You are cordially invited to attend an Annual Meeting (hereinafter
referred to as "Annual Meeting") of Stockholders of Creative Beauty
Supply, Inc. (the "Company"), to be held on Friday, March 19, 2004 at
380 Totowa Road, Totowa, New Jersey 07512, at 3:00 P.M., Eastern time,
to consider and vote upon the matters set forth in the accompanying
Notice of Annual Meeting of Stockholders.

In addition to the election of directors and the approval of
independent certified public accountants for the fiscal year ended
March 31, 2004, shareholders will be asked to approve the proposed
acquisition of Global Digital Solutions, Inc. along with a name change.
This acquisition will result in a change of control of the Company with
an initial issuance of an additional 23,879,817 Common Shares to owners
of Global Digital Solutions, Inc. Approval of the proposals would
allow the Company to move forward with its new business plan and would
be economically beneficial to the Company.

Since it is important that your shares be represented at the meeting
whether or not you plan to attend in person, please indicate on the
enclosed proxy your decisions about how you wish to vote and sign, date
and return the proxy promptly in the envelope provided. If you find it
possible to attend the meeting and wish to vote in person, you may
withdraw your proxy at that time.

Your vote is important, regardless of the number of shares you own.

Sincerely,

- - -------------------------
Carmine Catizone
Chairman of the Board of Directors
Chief Executive Officer

5
CREATIVE BEAUTY SUPPLY, INC.
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
To Be Held
March 19, 2004

To the Stockholders of
Creative Beauty Supply, Inc.

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of
Creative Beauty Supply, Inc. (the "Company") will be held on March 19,
2004 at 3:00 o'clock in the afternoon, local time at the for the
following purposes; all as more specifically set forth in the attached
Proxy Statement.

1. To consider and vote upon the proposal to acquire Global Digital
Solutions, Inc.

2. Approval of the name change of the Company to Global Digital
Solutions, Inc.

3. To consider and vote upon the election of Directors of the
Company.

4. Approval of Rubin, Brown, Gornstein & Co. LLP as Independent
Certified Accountants for fiscal year ending March 31, 2004.

5. To transact such other business as may properly be brought before
this meeting.

Only holders of record of Common Stock of the Corporation as of the
close of business on February 13, 2004, are entitled to notice of or to
vote at the meeting or any adjournment thereof. The stock transfer
books of the Corporation will not be closed.

Stockholders are encouraged to attend the meeting in person. To ensure
that your shares will be represented, we urge you to vote, date, sign
and mail the Proxy Card in the envelope which is provided, whether or
not you expect to be present at the meeting. The prompt return of your
Proxy Card will be appreciated. It will also save the Company the
expense of a reminder mailing. The giving of such Proxy will not
affect your right to revoke such Proxy by appropriate written notice or
to vote in person should you later decide to attend the meeting.

By order of the Board of Directors

Carmine Catizone
February 5, 2004 Chairman of the Board of Directors
Chief Executive Officers

6
PROXY STATEMENT
CREATIVE BEAUTY SUPPLY, INC.

ANNUAL MEETING OF STOCKHOLDERS
To Be Held Friday, March 19, 2004

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Creative Beauty Supply, Inc., a
New Jersey corporation (the "Company"), to be voted at an Annual
Meeting of Stockholders of the Company to be held on Friday, March 19,
2004 at 3:00 P.M., Eastern time, at 380 Totowa Road, Totowa, New Jersey
07512 and at any adjournment thereof (the "Meeting"). The Proxy may be
revoked by appropriate written notice at any time before it is
exercised. See, "Voting and Solicitation of Proxies".

This Proxy Statement and the accompanying Notice and Form of Proxy are
being mailed on or about March 9, 2004 to record holders of the
Company's Common Stock as of February 13, 2004, (the "Record Date").

As of Record Date, 3,494,650 shares of Common Stock of the Company were
issued and outstanding. Each share of Common Stock entitles the holder
to one vote on all matters brought before the Annual Meeting.

The Company was incorporated in New Jersey on March 15, 1996. The
Company is authorized to issue One Hundred Million (100,000,000) Common
Shares, $.001 par value per Common Shares and Ten Million (10,000,000)
Preferred Shares. There are currently 3,494,650 Common Shares issued
and outstanding and no Preferred Shares issued and outstanding.

The Company, through its wholly owned subsidiary, Creative Beauty
Supply of New Jersey Corporation operates as a cosmetic and beauty
supply distributor at both the retail and wholesale levels. The
Company's various beauty and cosmetic products are purchased by it from
a number of unaffiliated suppliers and manufacturers and thereafter
sold on its premises to retail "walk-in" customers or directly to
beauty salons.

The board of directors of the Company approved the spin-off of the
subsidiary to its shareholders of record as of December 31, 2003 and is
currently finalizing the required SEC filings to effectuate the spin-
off.

ACQUISITION OF GLOBAL DIGITAL SOLUTIONS, INC.

The Company is acquiring 100% of Global Digital Solutions, Inc. (the
"Acquired Company") in exchange for the initial issuance of 23,879,817
Common Shares of the Company to the owners of the Acquired Company and
the granting of warrants to them covering a total of 2,100,000 Common

Shares of the Company at an exercise price of $.50 per Common Share and
370,000 Series B Warrants at an exercise price of $1.00. As a result,
the control of the Company will be transferred to the owners of the
Acquired Company. Global Digital Solution's executive offices are
located at 777 South Flagler Drive, Suite 800, West Tower, West Palm
Beach, FL 33401 - Telephone #561-515-6027.

Pursuant to the Agreement and Plan of Reorganization, new management
has agreed not to reverse split the common stock for a period of five
years. The Acquired Company has further agreed to enter into three-
year employment contracts with current employees of Global, William
Delgado, Brent Neville and Richard Watts. Each employment contract
will provide for reasonable expense reimbursement and medical and life
insurance. The employment contracts will also contain a
confidentiality clause. Mr. Delgado's and Mr. Watts' agreements shall
contain a covenant not to compete for a period of one year after
termination of employment. Annual salaries shall be as follows:
William Delgado - $200,000
Brent Neville - $125,000
Richard M. Watts, Jr. - $96,000

There are no federal or state regulatory requirements that must be
complied with or approval that must be obtain in connection with the
transaction.

The Acquired Company is a holding company designed to target the United
States government contract marketplace. Global has identified three
key industry segments that will be pursued aggressively through
controlled internal growth and niche acquisitions.
- Communications
- Security
- Advanced Parts/Services
The Acquired Company intends to generate approximately 70% of its
revenues from government contracts and 30% from the private sector
services.

Communications: The Acquired Company's communications unit will be
engaged in structured cabling design, installation and maintenance.
Based on in-house research, the information technology and
telecommunications infrastructure industries are beginning to show
signs of a slow recovery. Industry estimates suggest only 10% of all
office buildings are adequately wired for modern, high-speed data
interchanges. New construction and the retrofitting of existing
buildings provide significant growth opportunities. In the government
contract sector, the dollar value of work being contracted for under
the government's New Connections Contract is $35 billion.

Security: According to Jane's Civil Aerospace website, www.janes.com,
the security market segment is projected to reach $138 billion in 2003,
with annual growth projected in the 5% to 8% rate in the coming years.
The 2003 revenues include growth in the post-9/11, Homeland Security
environment. For 2003, the Transportation Security Administration has

already secured $1.4 billion in funding and is seeking another $4.4
billion from the administration to fund a range of airport security
projects. In addition, a total of $4 to $5 billion alone is being
spent for fire, intrusion, access and video/TV monitoring. Global
will concentrate its efforts with contractors that supply the service
applications and infrastructure in this area, as well as manufacturers
that produce the systems and the equipment involved.

Advanced Services/Parts: The advanced services/parts unit will
concentrate on the aerospace and military specification marketplace.
Contractors that provide service maintenance and installation, as well
as manufacturers, will be the selected revenue generators in this
segment. In-house research indicates this marketplace totals $2.5
billion with approximately $1.1 billion in the Government contract
arena. Providing an underpinning to this parts and service sector is
the Bush Administration's request to increase the Pentagon's budget to
$451 billion by 2007. Weapons and other military supplies could swell
from $61 billion currently to $99 billion for the same period. This
defense expansion provides enormous potential for prime and sub-
contractors to experience sustained profitability. Examples include
Lockheed-Martin's $200 billion joint strike fighter (F-35) plus its F-
22 Raptor. Also Northrop-Grumman's unmanned UAV Global Hawk and
General Atomics Predator.

For more information regarding this acquisition, please see the
unaudited pro forma condensed combined financial statements and notes
thereto, starting on page 57

Recent Acquisition of Pacific ComTel, Inc.

The Acquired Company acquired Pacific ComTel, Inc. on January 8, 2004
PacTel provides structured cabling design, installation and maintenance
for leading information technology companies, federal, state and local
government, major businesses, educational institutions, and
telecommunication companies.

PacTel was acquired by the Acquired Company for the issuance of
6,811,000 restricted common shares. Additionally, shareholders of
PacTel were issued 370,000 Series B Warrants at the exercise of $1.00
per common share in the Acquired Company in exchange for their Series B
Warrants in PacTel.

For more information regarding this acquisition, please see the
unaudited pro forma condensed combined financial statements and notes
thereto, starting on page 57

Employees
As of January 9, 2004, post merger with PacTel, the Acquired Company
had 126 full-time employees including its officers and no part time
employees. None of its employees is covered by a collective bargaining
agreement. The Acquired Company considers its relationship with its
employees to be satisfactory.

Property and Facilities
As of January 9, 2004, post merger with PacTel, the following table
lists the Acquired Company's offices by location which are leased:

Approximate Total Expiration Date Approximate Annual
Area Leased of Lease Rental

West Palm Beach, FL 150 sq. ft. 4/30/2004 $26,488
San Marcos, CA 7,500 sq. ft. 11/30/2006 $58,500
Sacramento, CA 2,966 sq. ft. 10/1/2005 $50,541
Rancho Cucamonga, CA 1,596 sq. ft. month to month $24,300
Monterey, CA 3,500 sq. ft. 12/1/2005 $54,000

MANAGEMENT OF ACQUIRED COMPANY

The following individuals have served in the capacities with the
Acquired Company indicated below and will serve as officers and
directors of Creative or in other capacities after the approval and
consummation of the acquisition/exchange of shares:

NAME AGE POSITION
Richard J. Sullivan 64 Chairman of the Board of Directors
Jerome C. Artigliere 49 CEO, President, Chief Operating
Officer, Director
Garrett A. Sullivan 68 Director
Arthur F. Noterman 62 Director

CERTAIN TRANSACTIONS OF THE ACQUIRED COMPANY

Agreement with Attkisson, Carter and Company, Inc. The Acquired
Company has entered into an agreement with Attkisson, a brokerage firm,
to provide investment banking services. Brett Thackston, a
shareholder of the Acquired Company is an officer of the brokerage
firm.

Prior to its acquisition by the Acquired Company, PacTel was a wholly
owned subsidiary of Jetcom, Inc. Jetcom's president provided
management services for PacTel. Jetcom charged PacTel $4,375 and
$8,750 for these services for the three and six months ended December
31, 2003. Additionally, Jetcom advanced funds to PacTel from time to
time. The balance due to Jetcom at June 30, 2003 and December 31,
2003 amounted to $350,614 and $226,313, respectively. These advances
are non-interest bearing, and are due on demand. Jetcom is not under
any obligation to advance any further funds to PacTel. In January
2004, Jetcom contributed all amounts it was owed at December 31, 2003
to capital. Additionally, in August 2003, Jetcom contributed $500,000
to PacTel as additional paid in capital.

10
ACQUIRED COMPANY'S MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION

The Acquired Company was incorporated in October 2003. All activities
prior to October 2003 were made by PacTel which was subsequently merged
into the Acquired Company on January 9, 2004.

Trends and Uncertainties. Demand for the Acquired Company's products and
services will be dependent on, among other things, general economic
conditions, which are cyclical in nature. Inasmuch as a major portion of
the Acquired Company's activities will be the receipt of revenues from
government contracts and installation of broadband network cabling and
equipment, Acquired Company's business operations may be adversely
affected by the Acquired Company's competitors, prolonged recessionary
periods, as well as the flow of the government's budgetary process.

Capital and Source of Liquidity. The Acquired Company requires
additional capital in order to meet its ongoing corporate obligations and
in order to continue and expand its current and strategic business plans.

For the six months ended December 31, 2003, the Acquired Company purchased
equipment and leasehold improvements of $5,116 resulting in net cash used
in investing activities of $5,116.

For the six months ended December 31, 2002, the Acquired Company purchased
equipment and leasehold improvements of $36,503 and acquired cash in the
acquisition of Pacific Comtel Monterey, Inc. of $1,000. As a result, the
Acquired Company had net cash used in investing activities of $35,503 for
the six months ended December 31, 2002.

For the year ended June 30, 2003, the Acquired Company acquired cash in
the acquisition of Pacific Comtel Monterey, Inc. of $1,000 and purchased
equipment and leasehold improvements for $41,834. As a result, the
Acquired Company had net cash used in investing activities of $40,834 for
the year ended June 30, 2003. The year ended June 30, 2003 includes
combined predecessor and successor company results as presented in the
accompanying June 30, 2003 financial statements.

For the six months ended December 31, 2003, the Acquired Company had a
decrease in bank overdraft of $4,117, made payments on the line of credit
of $1,547,211, had borrowings under receivables factoring arrangement of
$712,687 and made payments on long-term debt and capital lease obligations
of $1,626. Additionally, the Acquired Company paid back advances from
Jetcom, Inc. of $124,301 and received capital contributions by Jetcom,
Inc. of $500,000. As a result, the Acquired Company had net cash used in
financing activities of $464,568 for the six months ended December 31,
2003

Prior to the merger with PacTel, Global Digital Solutions, Inc. pursued a
private place of its common stock and issued common stock for cash of
$327,981 for the six months ended December 31, 2003.

For the six months ended December 31, 2002, the Acquired Company had a
decrease in bank overdraft of $225,538, made payments on a line of credit
of $105,268 and made payments on long-term debt and capital lease
obligations of $15,502. As a result, the Acquired Company had net cash
used in financing activities of $357,349 for the six months ended December
31, 2002.

For the year ended June 30, 2003, the Acquired Company had a decrease in
bank overdraft of $221,421, made repayments on the line of credit of
$105,268 and made payments of $65,360 on long-term debt and capital lease
obligations. Additionally, the Acquired Company received advances from
Jetcom, Inc. of $65,042 and received a capital contribution by Jetcom of
$122,000. As a result, the Acquired Company had net cash used in
financing activities of $205,007 for the year ended June 30, 2003.
On a long-term basis, liquidity is dependent on establishment of
operations and receipt of revenues, additional infusions of capital and
debt financing. Although the Acquired Company has raised $518,817 in a
recent private placement, the Acquired Company believes that additional
capital and debt financing in the short term will be need to allow the
Acquired Company to pursue its business plan and acquisitions. However,
there can be no assurance that the Acquired Company will be able to obtain
additional equity or debt financing in the future, if at all. There are
no revenues from current operations to cover existing expenses.

Results of Operation. For the six months ended December 31, 2003, the
Acquired Company had revenues of $5,989,760 and cost of sales of
$5,467,861. Net loss for the six months ended December 31, 2003 was
$1,117,492. General and administrative expenses were $1,498,633 for the
six months ended December 31, 2003.

For the six months ended December 31, 2002, the Acquired Company had
revenues of $6,899,428 and cost of sales of $5,452,093 resulting in gross
profit of $1,447,335. Net income for the six months ended December 31,
2002 was $22,279. General and administrative expenses were $1,348,157
for the six months ended December 31, 2003.

Six months ended December 31, 2002 compared to six months ended December
31, 2003.

Gross Margin decreased from 20.98% for the six months ended December 31,
2002 to 8.71% for the six months ended December 31, 2003. The main
factors effecting the negative change in gross margin from 2002 to 2003
were are follows:
- the job mix changed. In 2002, labor costs were higher with low
material costs. In 2003, we experienced a high material requirement.
- sales for the quarter ended December 31, 2003 dropped dramatically
by almost 20% and were not even consistent from month to month in the 2003
quarter. Operations management decided that cuts would not be made to

the indirect labor to align with drop in sales
- Jobs were bid at lower margins to win jobs with the anticipation
that PacTel's quality would enable high margin "sell" in the future

The Acquired Company experienced additional one time costs associated with
broker fees for the new building and a $75,000 commission to a consultant
for the six months ended December 31, 2003.

Payroll expense increased substantially for the six months ended December
31, 2003 compared to December 2002 due to severance payments to employees.

Accounting and auditing increased substantially for the six months ended
December 31, 2003 compared to December 31, 2002 due to audit costs related
to the acquisition of PacTel and merger into Creative.

Legal fees for the six months ended December 31, 2003 increased $88,638
due to a dispute with Coamerica.

After the 2002 fiscal year end loss of $1.5 million, PacTel's major
stockholder stepped in and with high level managers instituted an
across the board 10% salary cut. Employees' were urged to take time off
without pay or use their vacation. All areas of operations were
scrutinized and cuts made from eliminating janitorial services to cell
phones.

For the year ended June 30, 2003, the Acquired Company had revenues of
$15,444,131 and cost of sales of $12,844,705 resulting in gross profit
of $2,599,426. Net loss for the year ended June 30, 2003 was
$508,696. General and administrative expenses were $2,917,750 for the
year ended June 30, 2003.

For the year ended June 30, 2002, the Acquired Company had revenues of
$12,033,878 with cost of sales of $10,291,828 resulting in gross profit of
approximately $1,742,050. Net loss for the year ended June 30, 2002 was
$1,532,251. General and administrative expenses were $3,395,095 for the
year ended June 30, 2002.

Management changes made throughout the calendar year of 2003 have
resulted in projected profitable operations for the quarter ended
December 31, 2003. Management expects this trend to continue in the
first calendar quarter of 2004.

13
MARKET PRICE OF AND DIVIDENDS ON THE ACQUIRED COMPANY'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is no public trading market for the Acquired Company's common
equity.

The Acquired Company has a total of 2,470,000 common shares that are
subject to outstanding warrants to purchase common equity of the
Acquired Company.

There are currently 50 holders of record for the common equity of the
Acquired Company.

Financials of the Acquired Company

Index to Financials
Global Digital Solutions Financial Statements Unaudited for the period
from inception to December 31, 2003
Condensed Balance Sheet (Unaudited)
Condensed Statement of Operations (Unaudited)
Condensed Statement of Stockholders' Equity (Unaudited)
Condensed Statement of Cash Flows (Unaudited)
Notes to Condensed Financial Statements (Unaudited)

Global Digital Solutions Financial Statements for the period ended
November 7, 2003
Independent Auditors' Reports
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements

Pacific Comtel, Inc. and Subsidiary Condensed Consolidated
Financial Statements Unaudited for the six months ended December
31, 2003 and 2002
Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Statements Of Operations (Unaudited)
Consolidated Statement Of Stockholders' Equity (Unaudited)
Condensed Consolidated Statements Of Cash Flows (Unaudited)
Notes To Consolidated Financial Statements

Pacific Comtel, Inc. and Subsidiary Consolidated Financial
Statements for the year ended June 30, 2003
Independent Auditors' Reports
Consolidated Balance Sheets
Consolidated Statements Of Operations
Consolidated Statement Of Stockholders' Equity
Consolidated Statements Of Cash Flows
Notes To Consolidated Financial Statements

Creative Beauty Supply, Inc. Unaudited Pro Form Condensed Combined
Financial Statements

14
GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEET
December 31, 2003
(Unaudited)

Assets
Current Assets
Cash $ 327,964

Other Assets
Prepaid acquisition costs 23,706
Deposits 4,414
----------
$ 356,084
==========

Liabilities And Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 51,911
Due to officer 10,049
----------
Total Current Liabilities $ 61,960

Stockholders' Equity
Common stock (authorized 100,000,000 shares, $0.00001
par value; issued and outstanding 16,727,817 shares) 167
Paid in capital 317,884
Retained earnings (deficit) (23,927)
----------
Total Stockholders' Equity 294,124
----------
$ 356,084
==========

See accompanying notes to condensed financial statements.

15
GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENT OF OPERATIONS
For The Period Beginning October 28, 2003 And Ended December 31, 2003
(Unaudited)

Revenues $ -

Cost Of Sales -
----------
Gross Profit -

General and Administrative Expenses 23,927
----------
Loss From Operations 23,927

Credit For Income Taxes -
----------
Net Loss $ 23,927
==========

See accompanying notes to condensed financial statements

16
GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
For The Period Beginning October 28, 2003 and Ended December 31, 2003
(Unaudited)

Retained Total
Common Stock Paid In Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c>
Balance-October 28, 2003 - $ - $ - $ - $ -

Issuance of Founders
Stock 16,400,000 164 - - 164

Issuance of Stock -
Private Placement 327,817 3 317,884 - 317,887

Net Loss - - - (23,927) (23,927)
---------- ---------- ---------- ---------- --------
Balance-December
31, 2003 16,727,817 $ 167 $ 317,884 $ (23,927) $294,124
========== ========== ========== ========== =========

See accompanying notes to condensed financial statements.

17
GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENT OF CASH FLOWS
For The Period Beginning October 28, 2003 and Ended December 31, 2003
(Unaudited)

Cash Flows From Operating Activities
Net Loss $ (23,927)
Adjustment to reconcile net loss to net cash used in
operating activities:
Increase in deposits (4,414)
Increase in accounts payable and accrued expenses 19,830
Increase in due to officer 8,494
----------
Net Cash Used In Operating Activities (17)
----------
Cash Flows From Financing Activities
Issuance of common stock 327,981
----------
Net Cash Provided By Financing Activities 327,981
----------
Net Increase In Cash 327,964

Cash - Beginning of Period -
----------
Cash - End of Period $ 327,964
==========

See accompanying notes to condensed financial statements.

18
GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
Notes To Condensed Financial Statements
December 31, 2003
(Unaudited)

1. Organization and Summary Of Significant Accounting Policies

Basis Of Presentation
The accompanying unaudited condensed financial statements of
Global Digital Solutions, Inc. as of December 31, 2003 and for the
period beginning October 28, 2003 and ended December 31, 2003 have been
prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
Global Digital Solutions, Inc.'s management, all adjustments
(consisting of only normal recurring adjustments) considered necessary
to present fairly the condensed financial statements have been made.

The condensed statements of operations for the period beginning October
28, 2003 and ended December 31, 2003 are not necessarily indicative of
the results that may be expected for the entire year.

Global Digital Solutions, Inc. (Global), a Delaware corporation, was
incorporated on October 28, 2003. Global was formed as a holding
company to acquire companies operating in the United States government
contracting marketplace.

Estimates And Assumptions
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Income Taxes
The Company applies the asset and liability approach to accounting for
income taxes. Deferred tax assets and liabilities are recognized for
the expected future tax consequences of temporary differences between
financial statements and tax bases of assets and liabilities using
enacted tax rates in effect for the years in which the differences are
expected to reverse. A valuation allowance is provided against net
deferred tax assets where the Company determines realization is not
currently judged to be more likely than not.

2. Related Party Transactions
Global has entered into an agreement with a brokerage firm to provide
investment banking services. A shareholder of Global is an officer of
the brokerage firm.

3. Stockholders' Equity
At inception, the Company issued common stock to its founders at par
value, for total cash consideration of $164.

On November 6, 2003, the Company issued 2,100,000 warrants to
employees and consultants to purchase shares of common stock at a
strike price of $0.50 per share. These warrants are exercisable
through December 31, 2008. The Company used the Black-Scholes method
to determine the fair value of these warrants. This resulted in no
value being assigned to these warrants.

In December 2003, the Company issued an additional 327,817 shares
through a private placement.

4. Subsequent Event
On January 8, 2004, the Company purchased 100% of the outstanding
stock of Pacific Comtel, Inc. The consideration issued consisted of
6,961,000 shares of common stock and warrants to purchase an additional
370,000 shares of common stock at a strike price of $1.00 per share.

In January 2004, the Company issued an additional 191,000 shares
through a private placement, resulting in proceeds of $191,000.

Independent Auditors' Report

Board of Directors
Global Digital Solutions, Inc.

We have audited the accompanying balance sheet of Global Digital
Solutions, Inc. (a development stage enterprise) as of November 7, 2003
and the related statements of stockholders' equity and cash flows for
the period beginning October 28, 2003 (date of inception) and ended
November 7, 2003. 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 auditing standards generally
accepted in the United States of America. 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 financial position of Global
Digital Solutions, Inc. as of November 7, 2003 and its cash flows for
the period beginning October 28, 2003 and ended November 7, 2003, in
conformity with accounting principles generally accepted in the United
States of America.

/s/Rubin, Brown, Gornstein and Co. LLP
Saint Louis, Missouri
November 7, 2003

GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
NOVEMBER 7, 2003

Assets
Current Assets
Cash $ 164
----------
$ 164
==========

Liabilities And Stockholders' Equity

Liabilities $ -
----------

Stockholders' Equity
Common Stock (Authorized 100,000,000 shares, $0.00001
par value; Issued and outstanding 16,400,000 shares) 164
Retained earnings -
----------
Total Stockholders' Equity 164
----------
$ 164
==========

See the accompanying notes to financial statements.

22
GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
For The Period Beginning October 28, 2003 and Ended November 7, 2003

Total
Common Retained Stockholders'
Stock Earnings Equity
---------- ---------- ----------

Balance - October 28, 2003 $ - $ - $ -

Issuance of Stock 164 - 164
---------- ---------- ----------
Balance - November 7, 2003 $ 164 $ - $ 164
========== ========== ==========

See the accompanying notes to financial statements.

23
GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
For The Period Beginning October 28, 2003 and Ended November 7, 2003

Cash Flows From Operating Activities
Net Income $ -
----------
Net Cash Provided By Operating Activities -
----------

Cash Flows From Financing Activities
Issuance of Common Stock 164
----------
Net Cash Provided by Financing Activities 164
----------
Net Increase In Cash 164

Cash - Beginning of Period -
----------
Cash - End of Period $ 164
==========

See the accompanying notes to financial statements.

GLOBAL DIGITAL SOLUTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
November 7,2003

1. Operations

As of November 7, 2003 Global had made no acquisitions and had no
operating revenue or expenses.

2. Related Party Transactions

Global has entered into an agreement with a brokerage firm to provide
investment banking services. A shareholder of Global is an officer of
the brokerage firm.

3. Common Stock Warrants

On November 6, 2003, the Company issued 2,100,000 warrants to employees
and consultants to purchase shares of common stock at a strike price of
$0.50 per share. These warrants are exercisable through December 31,
2008. The Company used the Black-Scholes method to determine the fair
value of these warrants. This resulted in no value being assigned to
these warrants.

25
PACIFIC COMTEL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

Assets
December 31, June 30,
2003 2003
---------- ----------
Current Assets
Cash $ 169,637 $ -
Contract and Accounts receivable, net of
allowance of $110,000 2,327,014 3,476,732
Inventory 220,421 207,597
Costs and estimated earnings in excess of
billings on uncompleted contracts 604,651 1,411,121
Prepaid expenses and other current assets 137,199 122,252
---------- ----------
Total Current Assets 3,458,922 5,217,702

Equipment And Leasehold Improvements 310,673 365,137

Goodwill 213,943 213,943

Other Assets 55,067 29,076
---------- ----------
$4,038,605 $5,825,858
========== ==========

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Cash overdraft - per books $ - $ 4,117
Line of credit - 1,547,211
Borrowings under receivables
factoring arrangement 712,687 -
Current portion of notes payable 300,000 150,000
Current obligations under capital leases 30,290 26,853
Accounts payable 2,291,639 2,636,548
Accrued expenses 433,977 551,362
Billings in excess of costs and estimated
earnings on uncompleted contracts 418,259 161,158
Due to Jetcom, Inc. 226,313 350,614
---------- ----------
Total Current Liabilities 4,413,165 5,427,863

Notes Payable 116,879 266,879
---------- ----------
Obligation Under Capital Leases 27,743 32,806
---------- ----------
Stockholders' Equity (Deficit)
Common Stock: Authorized 1,000,000 shares;
no par value; issued and outstanding
100 shares 585,391 585,391

Paid in capital 622,000 122,000
Retained earnings (deficit) (1,726,573) (609,081)
---------- ----------
Total Stockholders' Equity (Deficit) (519,182) 98,310
---------- ----------
$4,038,605 $5,825,858
========== ==========

See the accompanying notes to condensed consolidated financial
statements.

PACIFIC COMTEL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For The Three For The Three For The Six For The Six
Months Ended Months Ended Months Ended Months Ended
December 31, December 31, December 31, December 31,
2003 2002 2003 2002
---------- ---------- ----------- ------------
<s> <c> <c> <c> <c>
Revenues $3,311,717 $4,120,239 $5,989,760 $6,899,428

Cost Of Sales 2,318,860 3,325,425 5,467,861 5,452,093
---------- ---------- ---------- ----------

Gross Profit 992,857 794,814 521,899 1,447,335

General And Administrative
Expenses 772,814 837,643 1,498,633 1,348,157

Interest Expense 58,367 40,403 140,758 76,899
---------- ---------- --------- ---------

Income (Loss) From Operations 161,676 (83,232) (1,117,492) 22,279

Credit For Income Taxes - - - -

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

Net Income (Loss) $ 161,676 $ (83,232) $(1,117,492) $ 22,279
========== ========= =========== =========

See the accompanying notes to condensed consolidated financial
statements.

PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS'EQUITY
(Unaudited)

Additional Retained Total
Common Stock Paid-In Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c>
Balance - June 30, 2003 100 $ 585,391 $ 122,000 $(609,081) $ 98,310

Capital Contribution
From Jetcom, Inc. - - 500,000 - 500,000

Net Loss - - - (1,117,492) (1,117,492)
------- -------- --------- ---------- ----------

Balance - December 31,
2003 100 $585,391 $ 622,000 $(1,726,573) $ (519,182)
======== ======== ========= ========== ==========

See the accompanying notes to condensed consolidated financial
statements.

PACIFIC COMTEL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)

For The Six For The Six
Months Ended Months Ended
December 31, December 31,
2003 2002
---------- ----------
<s> <c> <c>
Cash Flows From Operating Activities
Net income (loss) $(1,117,492) $ 22,279
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 59,580 70,166
Change in assets and liabilities:
Contracts and accounts receivable 1,149,718 21,174
Inventory (12,824) 23,830
Costs and estimated earnings in
excess of billings on uncompleted
contracts 806,470 (189,857)
Prepaid expenses and other current
assets (14,947) 567,176
Deposits (25,991) 901
Accounts payable and accrued expenses (462,294) 171,841
Billings in excess of costs and estimated
earnings on uncompleted contracts 257,101 (150,257)
---------- ----------
Net Cash Provided By Operating Activities 639,321 537,253
---------- ----------
Cash Flows From Investing Activities
Purchase of equipment and leasehold
improvements (5,116) (36,503)
Cash acquired in acquisition of Pacific
Comtel Monterey, Inc. - 1,000
---------- ----------
Net Cash Used in Investing Activities (5,116) (35,503)
---------- ----------
Cash Flow From Financing Activities
Decrease in bank overdraft (4,117) (225,538)
Repayment on line of credit (1,547,211) (105,268)
Borrowings under receivables factoring
Arrangement 712,687 --
Payments on long-term debt and capital lease
obligations (1,626) (15,502)
Advances from (repayments to) Jetcom, Inc. (124,301) (11,041)
Capital contribution by Jetcom, Inc. 500,000 -
---------- ----------
Net Cash Used In Financing
Activities (464,568) (357,349)
---------- ----------

Change in Cash 169,637 144,401
Cash - Beginning of Period - -
---------- ----------
Cash - End of Period $ 169,637 $ 144,401
========== ==========

See the accompanying notes to condensed consolidated financial
statements.

PACIFIC COMTEL, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Organization And Summary Of Significant Accounting Policies

Basis Of Presentation
The accompanying unaudited condensed consolidated financial statements
of Pacific Comtel, Inc. as of December 31, 2003 and for the three and
six months ended December 31, 2003 and 2002 have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information. Accordingly, they
do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of
America for complete financial statements. The June 30, 2003 financial
information included herein has been extracted from Pacific Comtel,
Inc.'s audited financial statements. In the opinion of Pacific Comtel,
Inc.'s management, all adjustments (consisting of only normal recurring
adjustments) considered necessary to present fairly the condensed
consolidated financial statements have been made.

The condensed consolidated statements of operations for the three and
six months ended December 31, 2003 are not necessarily indicative of
the results that may be expected for the entire year. These statements
should be read in conjunction with the Company's audited June 30, 2003
consolidated financial statements.

Pacific Comtel, Inc. (the "Company"), (formerly Intersect Solutions,
Inc.) was organized in 1995 to purchase the assets of an existing
installation contractor of communications systems, cable and wiring for
commercial and industrial buildings. On November 1, 2002, Pacific
Comtel, Inc. purchased 100% of the common stock of a business engaged
in cable and wiring services, as well as computer network and telephone
integration sales and service. This subsidiary is named Pacific Comtel
Monterey, Inc.

On November 1, 2002, Jetcom, Inc. purchased 100% of the common stock of
Pacific Comtel, Inc. Pacific Comtel, Inc. applied the "push down"
accounting rules to this transaction, and, as such, a new basis of
accounting was created on that date. Operations of Pacific Comtel,
Inc. prior to November 1, 2002 have not been segregated in these
condensed consolidated financial statements from those of Pacific
Comtel, Inc. prior to its purchase by Jetcom,Inc. due to the fact that
no substantive changes in operations have occurred due to this outside
change in control.

Principles Of Consolidation
The condensed consolidated financial statements include Pacific Comtel,
Inc. and its wholly owned subsidiary. All significant intercompany
accounts and transactions have been eliminated upon consolidation.

2. Business Acquisitions

On November 1, 2002, Jetcom, Inc. purchased 100% of the common stock of
Pacific Comtel, Inc. Jetcom, Inc. is a holding company formed for the
purpose of acquiring information technology and telecommunications
service companies. Jetcom, Inc. had no substantive operations prior to
the purchase of Pacific Comtel, Inc. The purchase price amounted to
$1,002,270. The purchase price is comprised of notes payable to
selling shareholders totaling $416,879, Jetcom, Inc. Series A Preferred
Stock with a value of $313,000 and direct acquisition costs of
$272,391. The value of the preferred stock was determined based on
that stock's stated liquidation preference.

The notes payable to the selling shareholders are to be funded from the
operations of Pacific Comtel, Inc. Additionally, shares of Pacific
Comtel, Inc. are pledged as collateral on the notes payable. As such,
this liability has been reflected on the balance sheet of Pacific
Comtel, Inc. as a push down accounting adjustment. Additionally,
interest expense on these notes of $10,257 and $18,659 has been
reflected in the financial statements of the Company for the three and
six months ended September 30, 2003. In January 2004, these note
agreements were amended, whereby Pacific Comtel, Inc. assumed these
notes payable, and received an extension of the first payment date to
June 30, 2004.

The following table summarizes the fair value of the assets acquired
and liabilities assumed at the date of acquisition:

Cash $ 238,360
Contract receivables 2,494,045
Inventory 207,831
Net costs and estimated earnings in excess of
billings on uncompleted contracts 114,404
Other current assets 500,000
Equipment and leasehold improvements 430,524
Other assets 19,766
----------
Total assets acquired 4,004,930

Accounts payable and accrued expense assumed 1,498,676
Line of credit and capital lease obligations 1,717,927
----------
Net assets acquired $ 788,327
==========

The excess of purchase price over net assets acquired of $213,943 has
been allocated to goodwill.

On November 1, 2002, Pacific Comtel, Inc. purchased 100% of the common
stock of ADS Monterey, and renamed it Pacific Comtel Monterey, Inc.
Pacific Comtel Monterey, Inc. is engaged in the business of cable and
wiring services, as well as computer network and telephone integration
sales and service, and was purchased to expand the Company's
capabilities and geographic presence. The purchase price amounted to
$205,572, consisting of a cash payment of $175,000 and direct
acquisition costs of $30,572. Jetcom, Inc. paid the entire purchase
price and direct acquisition costs, on behalf of the Company. The
results of operations of Pacific Comtel Monterey, Inc. are included in
the consolidated financial statements from the date of acquisition.

The following table summarizes the fair value of the assets acquired
and liabilities assumed at the date of acquisition:

Accounts receivable $ 177,369
Inventory 79,617
Other current assets 1,865
----------
Total assets acquired 258,851

Accounts payable and accrued expense assumed 53,279
----------
Net assets acquired $ 205,572
==========

3. Financing Agreements

The Company maintained a revolving credit arrangement with a bank,
which provided for borrowings up to 80% of eligible contract
receivables, not to exceed $2,000,000. The line of credit initially
required interest payments at the bank prime rate. The balance was
payable in full on

January 31, 2003. The credit agreement contained standard terms and
covenants. The Company had been in violation of certain of these
covenants since June 30, 2002. The credit agreement was amended in
September 2002 to raise the interest rate to the prime rate plus 3.5%,
and amended again in November 2002 to raise the interest rate to the
prime rate plus 4.5%. In August 2002, the bank capped the Company's
line of credit balance at $1,597,211. In November 2002, the bank began
charging interest at the default rate of the prime rate plus 9.5%. The
balance outstanding at June 30, 2003 was $1,547,211.

On October 9, 2003, the Company entered into an accounts receivable
factoring agreement with a finance company. Under this agreement, the
Company will sell, with recourse, 81.5% of its eligible accounts
receivable balances, up to $2,500,000. Interest is charged at an
annual rate of 18%. The agreement is effective for one year, and is
secured by a pledge of all of the Company's assets, and guarantees by
Jetcom, Inc. and its principal stockholder. The Company used this
source of financing to pay off its previous revolving credit agreement
and to provide working capital needs. The balance outstanding at
December 31, 2003 was $712,687.

4. Related Party Transactions

The Company is a wholly owned subsidiary of Jetcom, Inc. Jetcom's
president provides management services for the Company. Jetcom charged
the Company $4,375 and $8,750 for these services for the three and six
months ended December 31, 2003. Additionally, Jetcom advances funds to
the Company from time to time. The balance due to Jetcom at June 30,
2003 and December 31, 2003 amounted to $350,614 and $226,313,
respectively. These advances are non-interest bearing, and are due on
demand. Jetcom is not under any obligation to advance any further
funds to the Company. In January 2004, Jetcom contributed all amounts
it was owed at December 31, 2003 to capital. Additionaly, in August
2003, Jetcom contributed $500,000 to the Company as additional paid in
capital.

5. Subsequent Events

Effective January 2, 2004, the Company was sold to an unrelated third
party.

Independent Auditors' Report

Board of Directors
Pacific Comtel, Inc.

We have audited the accompanying consolidated balance sheet of Pacific
Comtel, Inc. and subsidiary, the "Successor Company" as described in
the Basis of Presentation note to the financial statements, as of June
30, 2003, and the related consolidated statements of operations,
stockholders' equity and cash flows for the period November 1, 2002 to
June 30, 2003. These consolidated financial statements are the
responsibility of Pacific Comtel, Inc.'s management. Our
responsibility is to express an opinion on these financial statements
based on our audit.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Pacific Comtel, Inc. and subsidiary as of June 30, 2003 and the results
of their operations and their cash flows for the period from November
1, 2002 to June 30, 2003, in conformity with accounting principles
generally accepted in the United States of America.

/s/ Rubin, Brown, Gornstein and Co. LLP
St Louis, Missouri
October 3, 2003, (Except for Note 13, which is dated January 8, 2004)

Independent Auditors' Report

Board of Directors
Pacific Comtel, Inc.

We have audited the accompanying balance sheet of Pacific Comtel, Inc.,
the "Predecessor Company" as described in the Basis of Presentation
note to the financial statements, as of June 30, 2002, and the related
statements of operations, stockholders' equity and cash flows for the
year ended June 30, 2002,and the period from July 1, 2002 to October
31, 2002. These financial statements are the responsibility of Pacific
Comtel, Inc.'s management. Our responsibility is to express an opinion
on these financial statements based on our audit.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pacific
Comtel, Inc. as of June 30, 2002 and the results of their operations
and their cash flows for the year ended June 30, 2002, and the period
from July 1, 2002 to October 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.

/s/Rubin, Brown, Gornstein and Co. LLP
St Louis, Missouri
October 3, 2003

PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

Assets
Successor Predecessor
Company Company
June 30,
June 30, 2002
2003 (Restated)
---------- ----------
<s> <c> <c>
Current Assets
Contract and accounts receivable $3,476,732 $2,937,477
Inventory 207,597 248,586
Costs and estimated earnings in excess of billings
on uncompleted contracts 1,411,121 331,586
Income tax refund receivable - 440,482
Prepaid expenses and other current assets 122,252 143,815
---------- ----------
Total Current Assets 5,217,702 4,101,946

Equipment And Leasehold Improvements 365,137 446,983

Goodwill 213,943 111,736

Other Assets 29,076 20,717
---------- ----------
$5,825,858 $4,681,382
========== ==========

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
Cash overdraft - per books $ 4,117 225,538
Line of credit 1,547,211 1,652,479
Current portion of notes payable 150,000 -
Current obligations under capital leases 26,853 57,719
Accounts payable 2,636,548 1,179,207
Accrued expenses 551,362 652,949
Billings in excess of costs and estimated earning
on uncompleted contracts 161,158 189,503
Due to Jetcom, Inc. 350,614 -
---------- ----------
Total Current Liabilities 5,427,863 3,957,395

Notes Payable 266,879 748,573
---------- ----------
Obligation Under Capital Leases 32,806 61,050
---------- ----------

PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Continued)

Stockholders' Equity (Deficit)
Common Stock: Authorized 1,000,000 shares; no par value;
issued and outstanding 100 shares in 2003. Authorized
135,000,000 shares; no par value; issued and
outstanding 27,000,000 shares in 2002. 585,391 71,867
Series A preferred stock: Authorized 100,000 shares of
$10 par value; non-voting; issued and outstanding
7,500 shares in 2002 - 75,000
Series B preferred stock: Authorized 24,000,000
shares; no par value; non-voting; issued and
outstanding 13,254,739 shares in 2002 - 600,042
Paid in capital 122,000 -
Retained earnings (deficit) (609,081) (832,545)
---------- ----------
Total Stockholders' Equity (Deficit) 98,310 85,636
---------- ----------
$5,825,858 $4,681,382
========== ==========

See the accompanying notes to consolidated financial statements.

39
PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

Cost Of Sales 9,723,977 3,120,728 10,291,828
------------ ------------ ------------

Gross Profit 1,745,443 853,983 1,742,050

General And Administrative Expenses 2,206,036 711,714 3,395,095

Interest Expense 148,488 42,884 191,888
------------ ------------ ------------

Income (Loss) From Operations ( 609,081) 99,385 (1,844,933)

Credit For Income Taxes - - (312,682)

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

Net Income (Loss) $ ( 609,081) $ 99,385 $ (1,532,251)
============ ============ ============

See the accompanying notes to consolidated financial statements.

40
PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Page 1 of 3

Predecessor Company Statement of Stockholders' Equity

Series A Series B
Preferred Stock Preferred Stock
Shares Amount Shares Amount
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
Balance-July 1, 2001-As Originally
Reported 7,500 $ 75,000 - $ -

Prior Period Adjustment (Note 2) - - - -
---------- ---------- ---------- ----------
Balance-July 1, 2001-As Restated 7,500 $ 75,000 - -

Net Loss - As Restated (Note 2) - - - -

Issuance of Series B Preferred
Stock - - 13,254,739 $ 600,042
---------- ---------- ---------- ----------
Balance-June 30, 2002-As Restated 7,500 $ 75,000 13,254,739 $ 600,042

Net Income For The Four Months
Ended October 31, 2002 - - - -

Conversion of Series A Preferred
Stock To Common Stock (7,500) (75,000) - -

Conversion of Series B Preferred
Stock To Common Stock - - (13,254,739) (600,042)

Issuance of Common Stock To Pay
Long Term Debt - - - -
---------- ---------- ---------- ----------
Balance - October 31, 2002 - - - -
========== ========== ========== ==========

41
PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Page 2 of 3

Predecessor Company Statement of Stockholders' Equity

Retained Total
Common Stock Earnings Stockholders'
Shares Amount (Deficit) Equity
---------- ---------- ---------- ----------
Balance-July 1, 2001-As Originally
Reported 27,000,000 $ 71,867 823,408 $ 970,275

Prior Period Adjustment (Note 2) - - (123,702) (123,702)
---------- ---------- ---------- ----------
Balance-July 1, 2001-As Restated 27,000,000 $ 71,867 (699,706) 846,573

Net Loss - As Restated (Note 2) - - (1,532,251) (1,532,251)

Issuance of Series B Preferred
Stock - - - $ 600,042
---------- ---------- ---------- ----------
Balance-June 30, 2002-As Restated 27,000,000 $ 71,867 (832,545) $ (85,636)

Net Income For The Four Months
Ended October 31, 2002 - - 99,385 99,385

Conversion of Series A Preferred
Stock To Common Stock 7,170,172 75,000 - -

Conversion of Series B Preferred
Stock To Common Stock 13,254,739 600,042 - -

Issuance of Common Stock To Pay
Long Term Debt 84,770,730 886,314 - 886,314
---------- ---------- ---------- ----------
Balance - October 31, 2002 132,195,641 $1,633,223 $ (733,160) $ 900,063
========== ========== ========== ==========

See the accompanying notes to consolidated financial statements.

PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Page 3 of 3

Successor Company Statement of Stockholders Equity

Additional Retained Total
Common Stock Paid-In Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
----------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c>
Balance-October 31, 2002
Predecessor Company 132,195,641 $1,633,223 $ - $(733,160) $ 900,063

Adjustment to Reflect
Purchase By Jetcom, Inc.
(Note 3) (132,195,541) $ (630,953) - 733,160 102,207

Push Down of Jetcom, Inc
Debt - (416,879) - - (416,879)

Capital Contribution From
Jetcom, Inc. - - 122,000 - 122,000

Net Loss - - - (609,081) (609 081)
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2003 100 $ 585,391 $ 122,000 $ (609,081) $ 98,310
========== ========== ========== ========== ==========

See the accompanying notes to consolidated financial statements.

43
PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW

<s> <c> <c> <c>
Cash Flows From Operating Activities
Net Income (loss) $ (609,081) $ 99,385 $ (1,532,251)
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 90,340 39,590 207,520
Bond and loan guarantees made by
Jetcom, Inc. 80,000 - -
Gain on sale of fixed assets - - (218)
Deferred income taxes - - 127,000
Change in assets and liabilities:
Contracts and accounts receivable (805,318) 443,432 739,825
Inventory 79,851 40,754 65,787
Costs and estimated earnings in excess
of billings on uncompleted contracts (1,131,212) 51,677 149,270
Income tax refund receivable 440,482 - (440,482)
Prepaid expenses and other current
assets (61,869) 84,297 (124,242)
Deposits (9,310) 951 (1,692)
Accounts payable and accrued expenses 1,635,955 (195,738) (121,426)
Billings in excess of costs and estimated
earnings on uncompleted contracts (4,347) (23,998) 47,479
------------ ------------ ------------
Net Cash Provided By (Used In) Operating
Activities (294,509) 540,350 (883,430)
------------ ------------ ------------
Cash Flows From Investing Activities
Proceeds from sale of fixed assets - - 1,400
Cash acquired in acquisition of
Pacific Comtel Monterey, Inc. 1,000 - -
Purchase of equipment and leasehold
improvements (24,953) (16,881) (27,038)
------------ ------------ ------------
Net Cash Used in Investing Activities (23,953) (16,881) (25,638)
------------ ------------ ------------
Cash Flow From Financing Activities
Increase (decrease) in bank overdraft 4,117 (225,538) 225,538
Advances (repayment) on line of credit (50,000) (55,268) 294,499
Payments on long-term debt and capital lease
obligations (61,057) (4,303) (234,631)

44
PACIFIC COMTEL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW (Continued)

Advances from Jetcom, Inc. 65,042 - -
Capital contribution by Jetcom, Inc. 122,000 - -
Proceeds from issuance of preferred stock - - 600,042
------------ ------------ ------------
Net Cash Provided by (Used In) Financing
Activities 80,102 (285,109) 885,448
------------ ------------ ------------
Change in Cash (238 360) 238,360 (23 620)
Cash - Beginning of Period 238,360 - 23,620
------------ ------------ ------------
Cash - End of Period $ - $ 238,360 $ -
============ ============ ============
Supplemental Disclosure of Cash Flow
Information
Interest paid $ 106,164 $ 27,859 $ 138.402
Income taxes paid (refunds received) (440,482) - 259,080
------------ ------------ ------------

See the accompanying notes to consolidated financial statements.

45
PACIFIC COMTEL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002

1. Organization And Summary of Significant Accounting Policies

Basis of Presentation
Pacific Comtel, Inc. (the "Company"), (formerly Intersect Solutions,
Inc.) was organized in 1995 to purchase the assets of an existing
installation contractor of communications systems, cable and wiring for
commercial and industrial buildings. This business, through October
31, 2002, is presented in these consolidated financial statements as
that of the "Predecessor Company". On November 1, 2002, Pacific
Comtel, Inc. purchased 100% of the common stock of a business engaged
in cable and wiring services, as well as computer network and telephone
integration sales and services. This subsidiary is named Pacific
Comtel Monterey, Inc.

On November 1, 2002, Jetcom, Inc. purchased 100% of the common stock of
Pacific Comtel, Inc. Pacific Comtel, Inc. applied the "push down"
accounting rules to this transaction, and, as such, a new basis of
accounting was created on that date. Operations of Pacific Comtel,
Inc. subsequent to October 31, 2002 are presented in these consolidated
financial statements as those of the "Successor Company".

Principles Of Consolidation
The consolidated financial statements include Pacific Comtel, Inc. and
its wholly owned subsidiary. All significant intercompany accounts and
transactions have been eliminated upon consolidation.

Contract And Accounts Receivable
Contract and accounts receivable are stated at the amount management
expects to collect from outstanding balances. Management provides for
probable uncollectible amounts through a charge to earnings and a
credit to a valuation allowance based on its assessment of the current
status of individual accounts. Balances that are still outstanding
after management has used reasonable collection efforts are written off
through a charge to the valuation allowance and a credit to contract

receivables. Included in contract receivables are retentions of
$259,077 and $181,760 at June 30, 2003 and 2002, respectively.
Contract and accounts receivable are stated net of an allowance for
doubtful accounts of $110,000 at June 30, 2003 and $150,000 at June 30,
2002.

Inventory
Inventory consists primarily of construction materials and is valued at
the lower of cost or market applied on a first-in, first out (FIFO)
basis.

Equipment and Leasehold Improvements
Equipment and leasehold improvements are carried at cost, less
accumulated depreciation and amortization using accelerated and
straight-line methods. Equipment and leasehold improvements are
depreciated over periods ranging from five to seven years.

Goodwill
Goodwill represents the excess of the cost of companies acquired over
the fair value of their net assets at dates of acquisition and was
being amortized on the straight-line method over 15 years, through June
30, 2002. Amortization expense charged to operations in the year ended
June 30, 2002 was $9,860. On July 1, 2002, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill
and Other Intangible Assets. SFAS No. 142 supersedes Accounting
Principles Board Opinion No. 17, Intangible Assets, and requires
goodwill and other intangible assets that have indefinite useful lives
to no longer be amortized; however, these assets must be tested at
least annually for impairment. See Note 6.

Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash, contract
and accounts receivable and accounts payable approximate fair value due
to the relatively short maturity of these instruments. The carrying
value of the line of credit, capital lease obligations and long-term
debt approximate fair value based on the incremental borrowing rates
currently available to the Company for financing with similar terms and
maturities.

Revenues And Cost Recognition
Revenues from construction contracts are recognized on the percentage
of completion method, measured on the basis of incurred costs to
estimated total costs for each contract. This cost-to-cost method is
used because management considers it to be the best available measure
of progress on these contracts.

Contract costs include all direct material and labor costs and those
indirect costs related to contract performance. General and
administrative costs are expensed as incurred. Provisions for

estimated losses on uncompleted contracts are made in the period in
which such losses are determined. Changes in job performance, job
conditions, and estimated profitability are recognized in the period in
which the revisions are determined.

The asset, "Costs and estimated earnings in excess of billings on
uncompleted contracts," represents revenues recognized in excess of
amounts billed. The liability "Billings in excess of costs and
estimated earnings on uncompleted contracts," represents billings in
excess of revenues recognized.

Income Taxes
Deferred taxes are recognized for the tax consequences in future years
of differences between the tax basis of assets and liabilities and
their financial reporting amounts. Tax consequences are based on
enacted tax laws and statutory tax rates applicable to the periods in
which the differences are expected to affect taxable income. A
valuation allowance is provided against deferred tax assets where the
Company determines realization is not currently judged to be more
likely than not.

The Company filed income tax returns on a single company basis through
October 31, 2002. As of November 1, 2002, the Company will be included
in the consolidated income tax return of its parent company. The tax
provision computed is based on the amounts the Company would record on
a separate return basis.

Segment Reporting
The Company operates in one reportable business segment.

Impact of Recently Issued Accounting Standards.
In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of ARB 51. The Interpretation addressed consolidation
by business enterprises of certain variable interest entities (VIEs).
The Interpretation is effective immediately for all enterprises with
interests in VIEs created after January 31, 2003. For interests in
VIEs created before February 1, 2003, the provision of this
Interpretation will be applicable no later than the beginning of the
first interim or annual period beginning after December 15, 2003.
Further, the disclosure requirements of the Interpretation are
applicable for all financial statements initially issued after January
31, 2003, regardless of the date on which the VIE was created. The
adoption of this standard is not expected to have any impact on the
Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity. SFAS No. 150 changes the accounting for certain financial
instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity, by now requiring those instruments be

classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, SFAS No, 150 requires
disclosure regarding the terms of those instruments and settlement
alternatives. The guidance in SFAS No. 150 is generally effective for
all financial instruments entered into or modified after May 31, 2003,
and is otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of this standard is not
expected to have any impact on the Company's financial statements.

2. Restatement of Previously Issued Financial Statements

The Company has identified adjustments that have resulted in the
restatement of the previously issued financial statements for the year
ended June 30, 2002. The adjustments relate to items required by
accounting principles generally accepted in the United States of
America to be recorded in the financial statements, but were
erroneously omitted. These items include contract receivables,
inventory, prepaid expenses, deferred taxes, accruals for vacation
earned, accruals for severance agreements, financial agreements for
insurance policies and accounts payable. The effect of these items at
June 30, 2001 amounted to $123,702 (net of deferred tax benefit of
$97,800), which has been recorded as a prior period adjustment to the
opening balance of retained earnings. The effect on the results of
operations for the year ended June 30, 2002 was to increase the
previously reported net loss by $406,597 (including deferred tax
expense of $125,000).

3. Business Acquisitions

Because the acquisition resulted in a 100% change in control of Pacific
Comtel, Inc., the Company applied the "push down" accounting rules.
This resulted in a new accounting basis for the assets and liabilities
of Pacific Comtel, Inc. The Company's financial position and results
of operations prior to this acquisition are presented in these
consolidated financial statements as those of the "Predecessor
Company". The Company's financial position and results of operations
subsequent to the acquisition are presented in these consolidated
financial statements as those of the "Successor Company".

The following table summarizes the fair value of these assets acquired
and liabilities assumed at the date of acquisition:

Cash $ 238,360
Contract receivables 2,494,045
Inventory 207,831
Net costs and estimated earnings in excess
of net billings on uncompleted contracts 114,404
Other current assets 500,000
Equipment and leasehold improvements 430,524
Other Assets 19,766
----------
Total assets acquired $4,004,930

Accounts payable and accrued expenses assumed 1,498,676
Line of credit and capital lease obligations 1,717,927
----------
Net assets acquired $ 788,327
==========

The excess of purchase price over net assets acquired of $213,943 has
been allocated to goodwill. None of this goodwill is expected to be
deductible for tax purposes.

On November 1, 2002, Pacific Comtel, Inc. purchased 100% of the common
stock of ADS Monterey and renamed it Pacific Comtel Monterey, Inc.
Pacific Comtel Monterey, Inc. is engaged in the business of cable and
wiring services, as well as computer network and telephone integration
sales and services, and was purchased to expand the Company's
capabilities and geographic presence. The purchase price amounted to
$205,572, consisting of a cash payment of $175,000 and direct
acquisition costs of $30,572. Jetcom, Inc. paid the entire purchase
price and direct acquisition costs, on behalf of the Company. The
results of operations of Pacific Comtel Monterey, Inc. are included in
the consolidated financial statements from the date of acquisition.

The following table summarizes the fair value of the assets acquired
and liabilities assumed at the date of acquisition:

Accounts receivable $ 177,369
Inventory 79,617
Other current assets 1,865
----------
Total assets $ 258,851

Accounts payable and accrued expenses assumed 53,279
----------
Net assets acquired $ 205,572
==========

4. Costs And Estimated Earnings On Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts consist of:

Successor Predecessor
Company Company
2003 2002
---------- ----------
Costs incurred on uncompleted contracts $6,178,723 $1,541,520
Estimated earnings 1,745,128 724,805
---------- ----------
7,923,851 2,566,325
Less: Billings to date 6,673,888 2,424,243
---------- ----------
$1,249,963 $ 142,083
========== ==========

Included in the accompanying balance sheet under the following
captions:

Successor Predecessor
Company Company
2003 2002
---------- ----------
Costs and estimated earnings in excess of
billings on uncompleted contracts $1,411,121 $ 331,586

Billing in excess of costs and estimated
earnings on uncompleted contracts 161,158 189,503
---------- ----------
$1,249,963 $ 142,083
========== ==========
5. Equipment And Leasehold Improvements
Equipment and leasehold improvements consist of:

Successor Predecessor
Company Company
2003 2002
---------- ----------
Automobiles and trucks $ 86,177 $ 182,474
Field equipment 217,132 322,911
Furniture and office equipment 133,695 647,528
Leasehold improvements 18,473 19,120
---------- ----------
455,477 1,172,033

51
Less: Accumulated depreciation and
amortization 90,340 725,050
---------- ----------
$ 365,137 $ 446,983
========== ==========

Depreciation and amortization charged against income amounted to
$90,340 for the eight months ended June 30, 2003, $39,590 for the four
months ended October 31, 2002 and $197,660 for the year ended June 30,
2002.

6. Goodwill

On July 1, 2002, the company adopted SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 no longer permits the amortization of
goodwill and indefinite-lived intangible assets. Instead, these assets
must be reviewed annually (or more frequently under certain conditions)
for impairment in accordance with this statement. This impairment test
uses a fair value approach rather than the undiscounted cash flow
approach previously required by SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of. Intangible assets that do not have indefinite lives will
continue to be amortized over their useful lives and reviewed for
impairment in accordance with SFAS No. 121. The amortization
provisions of SFAS No. 142 apply immediately to goodwill and intangible
assets acquired after June 30, 2001 and are required to be adopted for
all other goodwill and intangible assets beginning on January 1, 2002.

Upon adoption of SFAS No. 142, the Company performed an impairment test
of its goodwill. There was no impairment of goodwill upon adoption of
SFAS No. 142.

Pro forma net loss for the year ended June 30, 2002 adjusted to exclude
goodwill amortization expense is as follows:

Reported net loss - as restated $(1,532,251)
Add back: goodwill amortization 9,860
----------
Adjusted net loss - as restated $(1,522,391)
==========

The change in the carrying amount of goodwill is as follows:

Accumulated Net Carrying
Cost Amortization Value
---------- ------------ ------------
Balance - July 1, 2002 $ 147,890 $ (36,154) $ 111,736
Parent company basis adjustment
November 1, 2002 66,053 36,154 102,207
---------- ------------ ------------
Balance - June 30, 2003 $ 213,943 $ - $ 213,943

7. Line of Credit, Bank

The Company maintains a revolving credit arrangement with a bank, which
provides for borrowing up to 80% of eligible contract receivables, not
to exceed $2,000,000. The line of credit initially required interest
payments at the bank prime rate. The balance was payable in full on
January 31, 2003. The credit agreement contains standard terms and
covenants. The Company has been in violation of certain of these
covenants since June 30, 2002. The credit agreement was amended in
September 2002 to raise the interest rate to the prime rate plus 3.5%,
and amended again in November 2002 to raise the interest rate to the
prime rate plus 4.5%. In August 2002, the bank capped the Company's
line of credit balance at $1,597,211. In November 2002, the bank began
charging interest at the default rate of the prime rate plus 9.5%. The
balance outstanding at June 30, 2003 and 2002 was $1,547,211 and
$1,652,479, respectively. See Note 13 regarding replacement of the
revolving credit arrangement.

8. Long Term Debt and Capital Lease Obligations

Long term debt and capital lease obligations consist of:

Successor Predecessor
Company Company
2003 2002
---------- ----------
Jetcom, Inc notes payable to selling
shareholders of Pacific Comtel, Inc. The
notes require payments of $500,000 in the
aggregate and have no stated interest rate.
These obligations have been discounted using
an interest rate of 8%. The notes are
secured by the assets of Jetcom, Inc.
including 100% of the common stock of
Pacific Comtel, Inc. $ 416,879 $ -

Note payable - former stockholder. The note
bore interest at 9.5% and was paid in full in
October 2002 by issuance of shares of common
stock. - 748,573

Capital leases obligations, secured by the
underlying equipment, bearing interest at
rates from 12% to 32%, monthly payments are
approximately $3,500 in the aggregate 59,659 118,769
---------- ----------
Total Long Term Debt and Capital Leases 476,538 867,342
Less: Current maturities of long term debt
and capital lease obligations 176,853 57,719
---------- ----------
$ 299,685 $ 809,623
========== ==========

The secured maturities of long-term debt as of June 30, 2003 are as
follows:

Year Amount
---------- ----------
2004 $ 150,000
2005 150,000
2006 116,879
----------
$ 416,879
==========

The Company leases computers, equipment and office equipment under
capital leases expiring in various years through 2007. Minimum future
lease payments under these noncancellable capital leases, having
remaining terms in excess of one year as of June 30, 2003, for each of
the next five years in the aggregate are:

Year Ending June 30, Amount
-------------------- ----------
2004 $ 32,444
2005 22,008
2006 10,666
2007 3,555
----------
Total minimum lease payments 68,673
Less: Amount representing interest 9,014
----------
Total present value of minimum payment 59,659
Less: Current portion of such obligation 26,853
----------
Long Term Obligations $ 32,806
==========

Assets recorded under capital leases at June 30 are as follows:

Successor Predecessor
Company Company
2003 2002
---------- ----------
Equipment, at cost $ 63,587 $ 108,710
Less: Accumulated amortization 13,989 45,050
---------- ----------
Net Equipment $ 49,598 $ 63,660
========== ==========

54
9. Related Party Transactions

The Company is a wholly owned subsidiary of Jetcom, Inc. Jetcom
provided guarantees on the Company's line of credit and certain
construction performance bonds. Jetcom charged the Company $80,000 for
these guarantees for the eight months ended June 30, 2003. Jetcom's
president provides management services for the Company. Jetcom charged
the Company $16,042 for these services for the eight months ended June
30, 2003. Additionally, Jetcom advances funds to the Company from time
to time. The balance due to Jetcom at June 30, 2003 amounted to
$350,614. These advances are non-interest bearing, and are due on
demand. Jetcom is not under any obligation to advance any further
funds to the Company.

10. Income Taxes

The provision (credit) for income taxes consists of:

Current $ - $ - $ (439,682)
Deferred income taxes - - 127,000
------------ ------------ ------------
$ - $ - $ (312,682)
============ ============ ============

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at June 30 consist of
the following:
Successor Predecessor
Company Company
2003 2002
---------- ----------
Deferred Tax Assets:
Accounts receivable $ 44,000 $ 60,000
Inventory 16,000 41,000
Intangible assets 25,000 27,000
Liabilities and reserves 52,000 91,000
Net operating loss carryforwards 354,000 -
---------- ----------
Gross Deferred Tax Assets 491,000 219,000
Valuation allowance (487,000) (219,000)
---------- ----------
4,000 -

Deferred Tax Liabilities:
Goodwill 4,000 -
---------- ----------
Net Deferred Tax Asset $ - $ -
========== ==========

In June 2003 and 2002, the Company determined it was more likely than
not that it would be unable to realize its deferred tax assets.
Therefore a valuation allowance has been recorded against the entire
net deferred tax asset.

The Company has available net operating loss carryforwards of
approximately $880,000. These carryforwards begin to expire in the
year 2020. Certain of these carryforwards are limited as to use in any
particular year based on separate return year and change of ownership
restrictions.

The reconciliation of the effective tax rate with the statutory federal
income tax rate is as follows:

Successor
Company Predecessor Company
For the For the Four For The Year
Eight Months Months Ended Ended June 30,
Ended June 30, October 31, 2002
2003 2002 (Restated)
------------ ------------ ------------
% % %
------------ ------------ ------------
Federal statutory rate 34 34 34
State taxes, net of
federal benefit 6 6 6
Push down interest expense 3 - -
Increase in deferred tax
asset valuation allowance (44) (37) (25)
Other 1 (3) 2
------------ ------------ ------------
- - 17
============ ============ ============

11. Commitments And Contingencies

Operating Leases
The Company leases three offices and various equipment and automobiles
under operating leases expiring in various years through 2006. Minimum
future rental payments under the non-cancelable operating leases as of
June 30, 2003 are:

56
Year Amount
---------- ----------
2004 $ 357,192
2005 141,798
2006 5,009
2007 328
----------
$ 504,327
==========

Rent expense under all operating leases amounted to $188,378 for the
eight months ended June 30, 2003, $122,046 for the four months ended
October 31, 2002 and $352,289 for the year ended June 30, 2002.

Employment Agreements
The Company has entered into employment agreements with 4 management
employees. The agreements provide for severance payments if the
employees are terminated without cause. The Company is not liable for
severance payments if the employees terminate employment voluntarily,
or are terminated for cause. At June 30, 2003, the Company's maximum
exposure under these severance agreements amounted to $167,500.

Customer Concentration
The Company has one customer that represented 57% of revenue earned for
the year ended June 30, 2003. Net costs and estimated earnings in
excess of billings for this customer amounted to approximately
$1,300,000 at June 30, 2003. Contract receivables from this customer
amounted to approximately $2,000,000 at June 30, 2003.

12. Supplemental Cash Flow Information

The Company acquired equipment under capital lease obligations
amounting to $6,250 for the four months ended October 31, 2002 and
$82,007 for the year ended June 30, 2002. In October 2002, the Company
issued common stock to an existing stockholder to pay his shareholder
loan and the related accrued interest. As discussed in Note 3, the
notes payable from Jetcom, Inc. to the former shareholders of Pacific
Comtel, Inc. have been reflected on the balance sheet of pacific
Comtel, Inc. as a push down accounting adjustment.

13. Subsequent Events

On October 9, 2003, the Company entered into an accounts receivable
factoring agreement with a finance company. Under this agreement, the
Company will sell, with recourse, 81.5% of its eligible accounts
receivable balances, up to $2,500.000. Interest is charged at an
annual rate of 18%. The agreement is effective for one year and is
secured by a pledge of all of the Company's assets, and guarantees by
Jetcom, Inc. and its principal stockholder. The Company intends to use
this source of financing to pay off its previous revolving credit
agreement and to provide working capital needs.

On January 8, 2004, the Company was sold to an unrelated third party.

UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction:

The accompanying unaudited pro forma condensed combined financial
statements reflect the combined financial position of Creative Beauty
Supply, Inc. (CBS) as of December 31, 2003, and the results of its
condensed combined operations for the six months ended December 31,
2003 and the year ended June 30, 2003 after giving effect to the merger
with Global Digital Solutions, Inc. (Global), and its acquisition of
Pacific Comtel, Inc. (PacTel) as more fully described below. The
unaudited pro forma condensed combined balance sheet is based on the
historical balance sheet of CBS, adjusted for its planned divestiture
of its wholly owned subsidiary, Creative Beauty Supply of New Jersey,
Inc. (CBSNJ), and gives effect to the merger with Global, and its
acquisition of PacTel as if they had occurred on December 31, 2003.
CBS's fiscal year ends on March 31. Global and PacTel's fiscal years
end on June 30, 2003. The unaudited pro forma condensed combined
statement of operations for the six months ended December 31, 2003
gives effect to the merger as if it had occurred on June 30, 2003 for
CBS. The unaudited pro forma condensed combined statement of operations
for the year ended June 30, 2003 gives effect to the combined results
of operations for the year as if the merger with Global, and its
acquisition of PacTel occurred at July 1, 2002. The results of
operations of CBS are presented for their fiscal year ended March 31,
2003.

Global Acquisition of PacTel:

Global was formed in October 2003. Global had no operations in 2003,
other than pursuing potential business acquisitions. Global had
16,727,817 common shares outstanding at December 31, 2003. Global is
controlled by its majority shareholder, Richard J. Sullivan, who owns
13,000,000 shares of its common stock, and has warrants to purchase an
additional 1,000,000 shares. At December 31, 2003, PacTel was owned
100% by Jetcom, Inc. Jetcom, Inc. is controlled by its majority
shareholder, William J. Delgado. Prior to Global's acquisition of
PacTel, there was no common control or ownership of these two entities.
Additionally, Global and PacTel had not conducted business with each
other. Prior to the merger, Jetcom, Inc. contributed $129,813 to
PacTel capital. This amount represented certain amounts owed by PacTel
to Jetcom, Inc.

Effective January 2, 2004, Global acquired PacTel. The consideration
given to Jetcom, Inc. was 6,811,000 common shares of Global, and
warrants to purchase an additional 370,000 common shares.
Additionally, 150,000 shares were issued to pay a commission related to
the acquisition. Therefore, subsequent to the acquisition, Jetcom,
Inc. owned approximately 29% of Global. The original shareholders of

Global continue to control the Board of Directors, and no shareholders
of PacTel or Jetcom, Inc. are represented on the Board of Directors.
Global accounted for this merger as an acquisition under the guidance
of FAS 141, Business Combinations. As the value of the shares issued
by Global was not considered reliably determinable, Global will record
the purchase price based on a valuation of the assets and liabilities
of PacTel at the date of acquisition. The estimated purchase price is
allocated to the net tangible and intangible assets of PacTel acquired
in the purchase, based on their fair values at the purchase date.
Independent valuation specialists have been engaged to assist the
management of Global in determining the purchase price and its
allocation. The purchase price reflected in the accompanying unaudited
pro forma condensed combined financial statements reflect Global's
estimate of the purchase price and its allocation. The initial
purchase price allocation reflects $350,000 assigned to the contract
backlog at acquisition date, $350,000 assigned to a customer list, and
$403,312 assigned to goodwill. The contract backlog intangible will be
amortized over the life of the contracts of 18 months. The customer
relationship intangible will be amortized over the estimated future
life of the customer relationship of 3 years. In accordance with FAS
142, goodwill will not be amortized, but instead tested annually for
impairment. A final determination of the purchase price and its
allocation will be made upon completion of the independent valuation
specialists' report. The actual amounts recorded, based on this
report, may differ materially from management's original estimate.

CBS Divestiture of CBSNJ:

CBS has contributed all of its assets and liabilities to a newly
formed, wholly owned subsidiary, CBSNJ. CBS intends to spin-off this
subsidiary to its shareholders prior to the effective date of the
merger with Global. Upon completion of the spin-off, CBS will be a
"shell" company, with no material assets or liabilities, and no
business operations. As such, it will not be considered a "business"
for accounting purposes after the spin-off.

Global Merger With CBS:

At the effective date of the merger, each share of Global common stock
issued and outstanding immediately prior to the effective date of the
merger will be canceled and converted into the right to receive 1 share
of CBS's common stock, which amounts to an estimated 23,879,817 shares
in the aggregate, based on the number of Global common shares
outstanding at February 1, 2004. Additionally, CBS will issue warrants
to purchase an additional 2,000,000 shares at a strike price of $0.50
per share. In conjunction with and upon the completion of the merger,
Global will be merged into CBS and CBS will be renamed Global Digital
Solutions, Inc. Upon completion of the merger, Global will own
approximately 87% of the outstanding common stock of CBS (which will be
renamed Global Digital Solutions, Inc.). Given Global's expected

ownership in CBS upon completion of the merger, and the fact that CBS
will not be considered a "business" for accounting purposes, the merger
will be treated as a recapitalization of Global, and not a business
combination. Although CBS will be the legal acquiror, the historic
financial statements presented will be those of Global (and its
accounting predecessor, PacTel).

Additional Information:

This pro forma information should be read in conjunction with the
audited and unaudited financial statements and notes thereto of Global
and PacTel that are included in this proxy statement and Management's
Discussion and Analysis of Financial Condition and Results of
Operations for Global and PacTel appearing elsewhere in this proxy
statement.

The pro forma adjustments do not reflect any operating efficiencies and
cost savings that may be achievable with respect to the combined
companies. The pro forma adjustments do not include any adjustments to
historical sales for any future price changes nor any adjustments to
selling and marketing expenses for any future operating changes. The
following information is not necessarily indicative of the financial
position or operating results that would have occurred had the merger
been consummated on the dates, or at the beginning of the periods for
which the consummation of the merger is being given effect.

60
Unaudited Pro Form Condensed Combined Balance Sheet
December 31, 2003

Historical Pro Forma
Creative Creative Global
Beauty Pro Forma Beauty Digital
Supply, Adjustments Supply, Solutions
Inc. {a} Inc. Inc.
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
Assets
Current assets:
Cash and cash equivalents 256,668 (256,668) - 327,964
Investments 200,000 (200,000) - -
Contract and accounts receivable 1,456 (1,456) - -
Inventory 53,860 (53,860) - -
Costs and estimated earnings in excess
of billings on uncompleted contracts - - - -
Prepaid expenses and other current
assets 1,300 (1,300) - -
---------- ---------- ---------- ----------
Total current assets 513,284 (513,284) - 327,964
Property, plant and equipment, net 6,497 (6,497) - -
Amortizable intangible assets - - - -
Goodwill - - - -
Other assets - - - 28,120
---------- ---------- ---------- ----------
Total assets 519,781 (519,781) - 356,084
========== ========== ========== ==========

Liabilities and stockholders' equity
Current liabilities
Borrowings under receivables factoring
arrangement - - - 712,687
Current portion of notes payable and
capital lease obligations - - - -
Accounts payable and accrued expenses 36,490 (36,490) - 61,960
Billings in excess of costs and
estimated earnings on uncompleted
contracts - - - -
Due to Jetcom, Inc.- - - - -
---------- ---------- ---------- ----------
Total current liabilities 36,490 (36,490) - 61,960
Notes and capital leases payable - - - -
Total stockholders' equity 483,291 (483,291) - 294,124
---------- ---------- ---------- ----------
Total liabilities and stockholders'
Equity 519,781 (519,781) - 356,084
========== ========== ========== ==========

61
(Continued) Unaudited Pro Form Condensed Combined Balance Sheet
December 31, 2003

Historical
Pacific Pro Forma Pro Forma
Comtel Inc Adjustments Combined
---------- ---------- ----------
Assets
Current assets:
Cash and cash equivalents 169,637 - 497,601
Investments - - -
Contract and accounts receivable 2,327,014 - 2,327,014
Inventory 220,421 - 220,421
Costs and estimated earnings in excess
of billings on uncompleted contracts 604,651 - 604,651
Prepaid expenses and other current assets 137,199 - 137,199
---------- ---------- ----------
Total current assets 3,458,922 - 3,786,886
Property, plant and equipment, net 310,673 - 310,673
Amortizable intangible assets - 700,000 700,000
Goodwill 213,943 189,369(b) 403,312
Other assets 55,067 - 83,187
---------- ---------- ----------
Total assets 4,038,605 889,369 5,284,058
========== ========== ==========

Liabilities and stockholders' equity
Current liabilities
Borrowings under receivables factoring arrangement 712,687 - 712,687
Current portion of notes payable and capital
lease obligations 326,853 - 326,853
30,000(b)
Accounts payable and accrued expenses 2,725,616 30,000(c) 2,847,576
Billings in excess of costs and estimated
earnings on uncompleted contracts 418,259 - 418,259
Due to Jetcom, Inc. 226,313 (129,813)(d) 96,500
---------- ---------- ----------
Total current liabilities 4,409,728 (69,813) 4,401,875
Notes and capital leases payable 148,059 - 148,059
129,813(d)
859,369(b)
Total stockholders' equity (519,182) (30,000)(c) 734,124
---------- ---------- ----------
Total liabilities and stockholders' Equity 4,038,605 889,369 5,284,058
========== ========== ==========

PRO FORMA ADJUSTMENTS AND NOTES FOR THE UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET AS OF DECEMBER 31, 2003 ARE AS FOLLOWS:

{a} This adjustment gives effect to the proposed divestiture of
Creative Beauty Supply of New Jersey, Inc. After the proposed
divestiture, Creative Beauty Supply, Inc. will have no assets or
liabilities.

{b} To reflect Global's purchase of PacTel, with an estimated purchase
price of $500,000, including direct acquisition costs of $30,000. The
preliminary purchase price allocation includes $350,000 allocated to
contract backlog, $350,000 allocated to customer list, and $403,312
allocated to goodwill. The final purchase price and its allocation
may differ materially from management's original estimate.

{c} To reflect direct acquisition costs of Global and CBS of $30,000,
which are expensed in accordance with the reverse merger treatment of
the acquisition, which is treated as a recapitalization of Global.

{d} To reflect an additional contribution of capital by Jetcom, Inc.
made in 2004 prior to the merger between Global Digital Solutions, Inc.
and Pacific Comtel, Inc.

63
Unaudited Pro Form Condensed Combined Statement Of Operations
For The Six Months Ended December 31, 2003

Historical Pro Forma
Creative Creative Global
Beauty Pro Forma Beauty Digital
Supply, Adjustments Supply, Solutions
Inc. {a} Inc. Inc.
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
Revenues 82,650 (82,650) - -
Cost of Sales 75,315 (75,315) - -
---------- ---------- ---------- ----------
Gross Profit 7,335 (7,335) - -
General And Administrative Expenses 73,704 (73,704) - 23,927
Amortization of Intangible Assets - - - -
Interest Expense - - - -
---------- ---------- ---------- ----------
Income (Loss) From Operations (66,369) 66,369 - (23,927)
Other Income (Expense) 3,020 (3,020) - -
Provision For Income Taxes - - - -
---------- ---------- ---------- ----------
Net Income (Loss) (63,349) 63,349 - (23,927)
========== ========== ========== ==========
Income (Loss) Per Common Share
Basic (0.02) - - -
Diluted- (0.02) - - -

Weighted Average Number of Common Shares Outstanding
Basic 3,494,650 - 3,494,650 -
Diluted 3,494,650 - 3,494,650 -

64
(Continued) Unaudited Pro Form Condensed Combined Statement Of Operations
For The Six Months Ended December 31, 2003

Historical
Pacific Pro Forma Pro Forma
Comtel Inc Adjustments Combined
---------- ---------- ----------
Revenues 5,989,760 - 5,989,760
Cost of Sales 5,467,861 - 5,467,861
---------- ---------- ----------
Gross Profit 521,899 - 521,899
General And Administrative Expenses 1,498,633 30,000(e) 1,552,560
Amortization of Intangible Assets - 175,000(d) 175,000
Interest Expense 140,758 - 140,758
---------- ---------- ----------
Income (Loss) From Operations (1,117,492) (205,000) (1,346,419)
Other Income (Expense) - - -
Provision For Income Taxes - - -
---------- ---------- ----------
Net Income (Loss) (1,117,492) (205,000) (1,346,419)
========== ========== ==========
Income (Loss) Per Common Share
Basic - - (0.05)
Diluted- - - (0.05)

Weighted Average Number of Common Shares Outstanding
Basic 23,879,817(c) 27,374,467
Diluted 23,879,817(c) 27,374,467

PRO FORMA ADJUSTMENTS AND NOTES FOR THE UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31,
2003 ARE AS FOLLOWS:

{a} This adjustment gives effect to the proposed divestiture of
Creative Beauty Supply of New Jersey, Inc. as of the beginning of the
period presented. After the proposed divestiture, Creative Beauty
Supply, Inc. will have no operations.

{b} Includes Global Digital Solutions, Inc. activity from inception in
October 2003 to December 31, 2003.

{c} Gives effect to the additional 23,879,817 shares to be issued by
Creative Beauty Supply, Inc. to purchase Global. For purposes of this
presentation, it is assumed that these shares were outstanding for the
entire period. A reconciliation of total shares expected to be
outstanding upon completion of the merger is as follows:

Original Creative Beauty Supply, Inc. shares 3,494,650
Global Digital Solutions, Inc. outstanding
Shares at December 31, 2003 16,727,817
Shares issued by Global Digital Solutions,
Inc. in connection with purchase of
Pacific Comtel, Inc. 6,961,000
Additional shares issued by Global Digital
Solutions, Inc. in January 2004 191,000
----------
23,879,817
27,374,467
==========

{d} The merger of PacTel by Global will be accounted for under the
provisions of Statement of Financial Accounting Standards No. 142 (FAS
142). Amortization of intangible assets includes amortization of the
contract backlog intangible of $116,667, and amortization of the
customer list of $58,333. In accordance with FAS 142, goodwill is not
amortized.

{e} To reflect direct acquisition costs of Global and CBS of $30,000
which are expensed in accordance with the reverse merger treatment of
the acquisition, which is treated as a recapitalization of Global.

66
Unaudited Pro Form Condensed Combined Statement Of Operations
For The Year Ended June 30, 2003

Historical
Creative Beauty Pro Forma Global
Supply, Inc. Pro Forma Creative Digital
Year Ended Adjustments Beauty Solutions
Mar 31, 2003 (a) Supply Inc Inc. (b)
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
Revenues 193,495 (193,495) - -
Cost of Sales 144,103 (144,103) - -
---------- ---------- ---------- ----------
Gross Profit 49,392 (49,392) - -
General and Administrative Expenses 157,337 (157,337) - -
Amortization of Intangible Assets - - - -
Interest Expense - - - -
---------- ---------- ---------- ----------
Income (Loss) From Operations (107,945) 107,945 - -
Other Income (Expense) 23,160 (23,160) - -
Provision For Income Taxes - - - -
---------- ---------- ---------- ----------
Net Income (Loss) (84,785) 84,785 - -
========== ========== ========== ==========
Income (Loss) Per Common Share
Basic (0.02) - - -
Diluted (0.02) - - -

Weighted Average Number of Common Shares Outstanding
Basic 3,494,650 - - -
Diluted 3,494,650 - - -

67
(Continued) Unaudited Pro Form Condensed Combined Statement Of
Operations
For The Year Ended June 30, 2003

Historical
Pacific
Comtel Inc
Year Ended Pro Forma Pro Forma
June 30, 2003 Adjustments Combined
---------- ---------- ----------
Revenues 15,444,131 - 15,444,131
Cost of Sales 12,844,705 - 12,844,705
---------- ---------- ----------
Gross Profit 2,599,426 - 2,599,426
General and Administrative Expenses 2,917,750 30,000(e) 2,947,750
Amortization of Intangible Assets - 350,000(d) 350,000
Interest Expense 191,372 - 191,372
---------- ---------- ----------
Income (Loss) From Operations (509,696) (380,000) (889,696)
Other Income (Expense) - - -
Provision For Income Taxes - - -
---------- ---------- ----------
Net Income (Loss) (509,696) (380,000) (889,696)
========== ========== ==========
Income (Loss) Per Common Share
Basic - - (0.03)
Diluted - - (0.03)

Weighted Average Number of Common Shares Outstanding
Basic- - 23,879,817(c) 27,374,467
Diluted - 23,879,817(c) 27,374,467

PRO FORMA ADJUSTMENTS AND NOTES FOR THE UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2003 ARE
AS FOLLOWS:

{b} Global Digital Solutions, Inc. was formed in October 2003, and had
no operations through November 7, 2003. As such, no operating results
are presented here.

Original Creative Beauty Supply, Inc. shares 3,494,650
Global Digital Solutions, Inc. outstanding
Shares at December 31, 2003 16,727,817

Shares issued by Global Digital Solutions,
Inc. in connection with purchase of
Pacific Comtel, Inc. 6,961,000
Additional shares issued by Global Digital
Solutions, Inc. in January 2004 191,000
----------
23,879,817
27,374,467
==========

{d} The merger of PacTel by Global will be accounted for under the
provisions of Statement of Financial Accounting Standards No. 142 (FAS
142). Amortization of intangible assets includes amortization of the
contract backlog intangible of $233,333, and amortization of the
customer list of $116,667. In accordance with FAS 142, goodwill is
not amortized.

{e} To reflect direct acquisition costs of Global and CBS of $30,000,
which are expensed in accordance with the reverse merger treatment of
the acquisition which is treated as a recapitalization of Global.

The Board of Directors unanimously recommends a vote FOR the
acquisition of Global Digital Solutions, Inc. Proxies solicited by
management will be so voted unless stockholders specify otherwise.

The affirmative vote of a majority of the shares of Common Stock of the
Acquired Company represented and voting at the Annual Meeting is
required for approval of the above Directors.

ELECTION OF BOARD OF DIRECTORS

Pursuant to the Bylaws, each Director shall serve until the annual
meeting of the stockholders, or until his successor is elected and
qualified. The Company's basic philosophy mandates the inclusion of
directors who will be representative of management, employees and the
minority shareholders of the Company. Directors may only be removed
for "cause". The term of office of each officer of the Company is at
the pleasure of the Company's Board.

The principal executive officers, directors and nominees of the Company
are as follows:

Name Position Held Term of Office
<s> <c> <c>
Carmine Catizone, age 58 President, Director Inception
to present

Daniel Generelli, age 40 Secretary/Treasurer Inception
Vice-President/Director to present
Richard J. Sullivan, age 64 nominee
Jerome C. Artigliere, age 49 nominee
Garrett A. Sullivan, age 68 nominee
Arthur F. Noterman, age 62 nominee

The resumes of current nominees for Directors of the Company are as
follows:

Resumes.

Richard J. Sullivan: Mr. Sullivan has been a director of the
Acquired Company since inception. He was elected to the board of
directors and named Chief Executive Officer of Applied Digital
Solutions, Inc. in May 1993. He was appointed Secretary in March 1996
and served as President and Chief Operating Officer from September 2001
to March 2002. In March 2003, Mr. Sullivan retired from all of his
positions with Applied Digital Solutions, Inc. Mr. Sullivan is
currently Chairman of Digital Angel

Corporation, whose majority shareholder is Applied Digital Solutions,
Inc. Mr. Sullivan is also Chairman of Great Bay Technology, Inc.
From August 1989 to December 1992, Mr. Sullivan was Chairman of the
board of directors of Consolidated Convenience Systems, Inc., in
Springfield, Missouri. He has been the Managing General Partner of The
Bay Group, a merger and acquisition firm in New Hampshire, since
February 1985. Mr. Sullivan was formerly Chairman and Chief Executive
Officer of Manufacturing Resources, Inc., a MRP II software company in
Boston, Massachusetts, and was Chairman and Chief Executive Officer of
Encode Technology, a Computer-Aided Manufacturing Company, in Nashua,
New Hampshire from February 1984 to August 1986.

Jerome C. Artigliere: Mr. Artigliere, age 49, has been a director and
officer of the Acquired Company since inception. Mr. Artigliere has
over 25 years of experience in the commercial banking, accounting and
acquisition fields. He was with Applied Digital Solutions, Inc.
(ADSX-NASDAQ), joining that company as the President of one of its
subsidiaries in January 1998, and was appointed Vice President of the
Applied Digital Solutions, Inc. in April 1998 and Treasurer in December
1999. In November 2000, Mr. Artigliere was appointed Vice President
and Chief Financial Officer then Senior Vice President and became
Assistant Treasurer in December of 2000. He led Applied Digital
Solutions, Inc. through several significant business and debt
restructurings. In March 2002, he was appointed Chief Operating
Officer and as part of a final restructuring completed in March of
2003, Mr. Artigliere resigned to pursue the opportunity with Global.
From November 2002 through March 2003, Mr. Artigliere was the Chairman
of Syscomm International (IFTH-OTC), a company in the business of
providing information technology products and solutions. From 1996 to
1997, he was Regional Vice President at General Electric Capital
Corporation in Portsmouth, New Hampshire. Prior to that, from 1994 to
1996, he was State Vice President at First National Bank in Portsmouth,
New Hampshire, a commercial bank subsidiary of Peoples Heritage Bank of
Portland, Maine. He earned an undergraduate degree in finance from
Seton Hall University in 1977, and a Master of Business Administration
degree from Fairleigh Dickinson University in 1980.

Garrett A. Sullivan: Mr. Sullivan has been retired since January 1,
2002. From March 2000 to December 31, 2001, Mr. Sullivan was vice-
chairman of Applied Digital Solutions. From April 1996 to March 2000,
Mr. Sullivan served as president of Applied Digital Solutions. Mr.
Sullivan earned a Bachelor of Arts degree majoring in American
Literature from Boston University in 1960. He earned a MBA degree
from Harvard Graduate School of Business Administration in 1962. Mr.
Sulilvan is not related to Richard J. Sullivan

Arthur F. Noterman: Mr. Noterman, a Chartered Life Underwriter, served
as Director of Applied Digital Solutions, Inc. from February 1997 to June
2003, and served as the Chairman of the Audit Committee and a member of
the Compensation Committee of the board of directors during that same
period. Mr. Noterman currently serves as President and director of

P.M.G. Insurance Marketing of MA Inc. Mr. Noterman is a registered
NASD broker affiliated with a West Palm Beach, Florida registered
broker/dealer. Mr. Noterman attended Northeastern University from 1965
to 1975 and obtained the Chartered Life Underwriters Professional degree
in 1979 from The American College, Bryn Mawr, Pennsylvania.

Upon approval and consummation of the acquisition/exchange of shares,
the Company will enter into employment contracts commencing on the
Closing with Richard Sullivan and Jerome Artigliere in which they will
serve as officers. To date, no specific terms have been determined.

The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for
approval of the above Directors.

CHANGE OF NAME

Upon approval of the proposed acquisition of Global Digital Solutions,
Inc., the Company will be primarily pursuing the current business of
the Acquired Company. Moreover, since the Acquired Company is much
larger than the Company, the Board of Directors determined that it
would be economically beneficial to change the name of the Company to
Global Digital Solutions, Inc. to maintain continued goodwill of the
acquired business and to more accurately reflect the change in focus of
the Company's operations.

The Board of Directors unanimously recommends a vote FOR the Name
Change. Proxies solicited by management will be so voted unless
stockholders specify otherwise.

The affirmative vote of the holders of a majority of the outstanding
shares of the Company's Common Stock is necessary to approve the name
change.

APPROVAL OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors recommends for approval by the Shareholders the
selection of Rubin, Brown, Gornstein & Co. LLP as the independent
certified public accountants of the Company for the fiscal year ending
March 31, 2004.

Representatives of Rubin, Brown, Gornstein & Co. LLP are expected to be
available via telephone at the Annual Meeting and to have the
opportunity to make a statement should they desire to do so and to be
available to respond to appropriate questions.

The Board of Directors unanimously recommends a vote FOR the approval
of Rubin, Brown, Gornstein & Co. LLP. Proxies solicited by management
will be so voted unless stockholders specify otherwise.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following tables list the Company's stockholders who, to the best
of the Company's knowledge, own of record or, to the Company's
knowledge, beneficially, more than 5% of the Company's outstanding
Common Stock; the total number of shares of the Company's Common Stock
beneficially owned by each Director; and the total number of shares of
the Company's Common Stock beneficially owned by the Directors and
elected officers of the Company, as a group. The following does not
reflect the 23,879,817 Common Shares to be issued to owners of the
Acquired Company upon completion of the proposed acquisition.
Currently, none of the nominees to the Board of Directors own any
securities of the Company,

Shareholdings at Date of
This Proxy

Percentage of
Number & Class(1) Outstanding
Name and Address of Shares Common Shares
<s> <c> <c>
Carmine Catizone Common 1,308,000 (direct) 31.26%
10 1/2 Walker Avenue 80,600(2) (indirect) 1.93%
Morristown, NJ 07960

Daniel T. Generelli Common 80,000 1.91%
24 Kansas Street
Hackensack, NJ 07601

All Directors & Officers 1,468,600 35.10%
as a group (2 persons)

Pat Catizone Common 690,000 (direct) 19.74%
266 Cedar Street Common 200,000(3)(indirect) 5.72%
Cedar Grove, NJ 07009

Ram Venture Holdings Corp. Common 630,000 15.06%
3040 E. Commercial Blvd.
Fort Lauderdale, FL 33308

Cede & Co. Common 487,500 11.65%
P.O. Box 20
Bowling Green Station
New York, NY 10274

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.

(2)Carmine Catizone and Phyllis Catizone are husband and wife and are
deemed to be the beneficial owners of each other's shares and custodial
shares.

(3)Pat Catizone and Barbara Catizone are husband and wife and are
deemed to be the beneficial owners of each other's shares.

To date, the Company has not entered into employment agreements nor are
any contemplated. Mr. Generelli and Mr. Catizone were paid
approximately $30,000 per year. Although he is still an officer and
director of the Company, Mr. Generelli is no longer a full time
employee of the Company as of February 2001. Until March 2001, all
of Mr. Catizone's $30,000 salary had been accrued.

Annual Compensation Awards Payouts
--------------------------- ---------------------- ----------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Position Year Salary($) Bonus($) Compensation($) Awards(#) Options/SARs(#) Payouts($)
Compensation($)
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Carmine Catizone 2003 30,000 ---- ---- ---- ---- ---- ----
Chairman and 2002 30,000 ---- ---- ---- ---- ---- 136,500
President 2001 30,000 ---- ---- ---- ---- ---- ----

Daniel Generelli 2003 2,170 ---- ---- ---- ---- ---- ----
Secretary/Treasuer/ 2002 2,350 ---- ---- ---- ---- ---- ----
Director 2001 26,936 ---- ---- ---- ---- ---- ----

On December 4, 2001, the Board of Directors granted 500,000
stock options to Carmine Catizone, President. The options were
exercisable at $.12 per common share for a period of one year
and granted for the consideration of $10. Market price at
time of grant was $.39.

Board of Directors Compensation. Members of the Board of Directors
may receive an amount yet to be determined annually for their
participation and will be required to attend a minimum of four meetings
per fiscal year. To date, the Company has paid $0.00 in directors'
expenses.

There is no plan or arrangement with respect to compensation received
or that may be received by the executive officers in the event of
termination of employment or in the event of a change in
responsibilities following a change in control.

CERTAIN TRANSACTIONS OF THE COMPANY

On January 31, 2002, the Company exchanged 500,000 common shares valued
at $200,000 ($0.40 cents per share) for 2,000,000 shares of a corporate
stockholder's common stock valued at $200,000 ($0.10 per share). This
corporate stockholder was one of the consultants who received options.
At the conclusion of the transaction, the corporate shareholder owned
18% of the Company's issued and outstanding shares.

VOTING AND SOLICITATION OF PROXIES

Stockholders represented by properly executed proxies received by the
Company prior to or at the Meeting and not duly revoked will be voted
in accordance with the instructions thereon. If proxies will be voted
in instructions are indicated thereon, such proxies will be voted in
favor of Items 1 through 4 inclusive. Execution of a proxy will not
prevent a stockholder from attending the Meeting and revoking his proxy
by voting in person (although attendance at the Meeting will not in
itself revoke a proxy). Any stockholder giving a proxy may revoke it
at any time before it is voted by giving to the Company's
Secretary/Treasurer written notice bearing a later date than the proxy,
by delivery of a later dated proxy, or by voting in person at the
Meeting. Any written notice revoking a proxy should be sent to
Creative Beauty Supply, Inc., 380 Totowa Road, Totowa, New Jersey,
07512

The Company's Board of Directors does not know of any other matters
which will be presented for consideration at the Meeting. However, if
any other matters which will be presented for consideration at the

Meeting. However, if any other matters are properly presented for
action at the Meeting, it is the intention of the person(s) named in
the accompanying Form of Proxy to vote the shares represented thereby
in accordance with their best judgment on such matters.

All costs relating to the solicitation of proxies made hereby will be
borne by the Company. Proxies may be solicited by officers and
directors of the Company personally, by mail or by telephone or
telegraph, and the Company may pay brokers and other persons holding
shares of stock in their names of those of their nominees for their
reasonable expenses in forwarding soliciting material to their
principals.

It is important that proxies be returned promptly. Stockholders who do
not expect to attend the Meeting in person are urged to sign and date
the accompanying Form of Proxy and mail it in a timely fashion so that
their vote can be recorded.

ADDITIONAL INFORMATION

The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2003, including the consolidated financial statements and
related notes thereto, together with the report of the independent
auditors and other information with respect to the Company, accompanies
this Proxy Statement.

OTHER MATTERS

The Company is not aware of any other business to be presented at the
Annual Meeting. If matters other than those described herein should
properly arise at the meeting, the proxies will vote on such matters in
accordance with their best judgment.

SHAREHOLDER PROPOSALS

Proposals by Shareholders intended to be presented at the 2005 Annual
Meeting must be received by the Company no later than November 15,
2005.