<SEQUENCE>8

<FILENAME>0008.txt

<DESCRIPTION>PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

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                     Pre-Cell Solutions, Inc. and Subsidiary

                  Pro Forma Consolidated Financial Information

                        Explanatory Headnote (Unaudited)

                                  Introduction



On April 4, 2000 (the "Closing Date"), Pre-Cell Solutions, Inc. ("Pre-Cell"),

USI Merger Corp., a Georgia corporation and wholly-owned subsidiary of Pre-Cell

("USI Merger Subsidiary"), US Intellicom, Inc., a Georgia corporation ("USI")

and Ronald I. Kindland and each of the other stockholders of USI ("USI

Stockholders") executed a Merger And Reorganization Agreement ("USI Merger

Agreement"), pursuant to which USI was merged ("USI Merger") with and into USI

Merger Corp.



In connection with the USI Merger, Pre-Cell issued an aggregate of 11,440,000

shares of Pre-Cell common stock to the stockholders of USI determined on the

basis of a negotiated value of the business and proprietary technology developed

by USI and the market value of Pre-Cell's common stock. Pre-Cell will also

establish an option pool in the aggregate of 2,133,333 shares of common stock

whereby certain stockholders of USI that had guaranteed USI's line of credit

shall, until December 31, 2000, have the right to acquire Pre-Cell common stock

by repaying approximately $1,600,000 borrowed on USI's line of credit as of the

Closing Date. Additionally, all outstanding options to purchase USI shares will

be fully vested and will automatically be converted into options to purchase

Pre-Cell shares on a basis of 8.8 Pre-cell shares for each USI share entitled to

be purchased under the USI options, at the per share price equal to the quotient

of (i) the price contained in the USI options, divided by (ii) 8.8.



On the Closing Date, Pre-Cell Solutions, Inc. ("Pre-Cell"), Pre-Paid Acquisition

Corp., a Florida corporation and wholly-owned subsidiary of Pre-Cell ("Pre-Paid

Merger Subsidiary"), Pre-Paid Solutions, Inc., a Florida corporation

("Pre-Paid") and Thomas E. Biddix and each of the other stockholders of Pre-Paid

("Pre-Paid Stockholders") executed a Merger And Reorganization Agreement

("Pre-Paid Merger Agreement"), pursuant to which Pre-Paid was merged ("Pre-Paid

Merger") with and into Pre-Paid Acquisition Corp.



In connection with the Pre-Paid Merger, Pre-Cell issued an aggregate of

20,219,136 shares of Pre-cell common stock to the stockholders of Pre-Paid

determined on the basis of a negotiated value of the business and certain

contracts of Pre-Paid and the market value of Pre-Cell's common stock.

Additionally, all outstanding options and warrants to purchase Pre-Paid shares

will be fully vested and will automatically be converted into options and

warrants to purchase Pre-Cell shares on a basis of 2.81915 Pre-Cell shares for

each Pre-Paid share entitled to be purchased under the Pre-Paid options, at the

per share price equal to the quotient of (i) the price contained in the Pre-Paid

options and warrants, divided by (ii) 2.81915.



On the Closing Date, certain of Pre-Cell's shareholders retired under a Stock

Redemption Agreement an aggregate of 27,590,623 shares of Common Stock. Thomas

E. Biddix, Chairman and Chief Executive Officer of the Company who redeemed an

aggregate of 21,550,719 shares of Common Stock redeemed the majority of these

shares.



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The pro forma condensed consolidated balance sheets as of January 31, 2000

assume the transaction was consummated as of January 31, 2000, and the pro forma

condensed consolidated statements of operations for the year ended April 30,

1999 and the nine months ended January 31, 2000 and 1999 assume the transaction

was consummated as of May 1, 1998.



The pro forma condensed consolidated financial statements have been prepared on

the basis of purchase accounting pursuant to APB 16 and may not be indicative of

the actual results of the transactions. In particular, the pro forma condensed

consolidated financial statements are based on management's current estimate of

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