<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(MARK ONE)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ________

                        COMMISSION FILE NUMBER: 000-49849

                            CELL WIRELESS CORPORATION
                            -------------------------
                    (FORMERLY ARIZONA AIRCRAFT SPARES, INC.)
               (Exact name of Company as specified in its charter)

            NEVADA                                             88-0483722
  (State or jurisdiction of                                (I.R.S. Employer
incorporation or organization)                             Identification No.)

                      4625 East Broadway, Tucson, AZ 85711
                      ------------------------------------
               (Address of principal executive offices) (Zip Code)

                   Company's telephone number: (520) 881-4632
                                               --------------

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]

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

State issuer's revenues for most recent fiscal year: none

State the aggregate market value of the voting stock held by non- affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of June 1, 2005: $ 2,649,480.

Number of outstanding shares of the registrant's par value $0.001 common stock
as of June 1, 2005: 95,296,268

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]



<PAGE>

                            CELL WIRELESS CORPORATION
                                   FORM 10-KSB

                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  Description of Business............................................  1

ITEM 2.  Description of Property............................................  7

ITEM 3.  Legal Proceedings..................................................  7

ITEM 4.  Submission of Matters to a Vote of Security Holders................  8

                                     PART II

ITEM 5.  Market for Common Equity and Other Shareholder Matters ............  9

ITEM 6.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations............................. 11

ITEM 7.  Financial Statements............................................... 19

ITEM 8.  Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure............................. 20

                                    PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act............... 21

ITEM 10. Executive Compensation............................................. 23

ITEM 11. Security Ownership of Certain Beneficial
            Owners and Management........................................... 23

ITEM 12. Certain Relationships and Related Transactions..................... 24

ITEM 13. Exhibits........................................................... 25

ITEM 14. Controls and Procedures............................................ 26

Signatures.................................................................. 27


                                        i
<PAGE>

                                     PART I
                                     ------

                     RISK FACTORS AND CAUTIONARY STATEMENTS
                     --------------------------------------

FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE MADE PURSUANT TO THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE COMPANY
WISHES TO ADVISE READERS THAT ACTUAL RESULTS MAY DIFFER SUBSTANTIALLY FROM SUCH
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE UNDERLYING
ASSUMPTIONS AND OTHER STATEMENTS THAT ARE OTHER THAN HISTORICAL FACTS.
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE
STATEMENTS, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: THE ABILITY OF THE
COMPANY TO PROVIDE FOR ITS OBLIGATIONS, TO PROVIDE WORKING CAPITAL NEEDS FROM
OPERATING REVENUES, TO OBTAIN ADDITIONAL FINANCING NEEDED FOR ANY FUTURE
ACQUISITIONS, TO MEET COMPETITIVE CHALLENGES AND TECHNOLOGICAL CHANGES, AND
OTHER RISKS DETAILED IN THE COMPANY'S PERIODIC REPORT FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.

ITEM 1. BUSINESS
----------------

Description of the Business Activity
------------------------------------


Cell Wireless Corporation (the "Company", "Cell Wireless", or "CLWL"), formerly
Arizona Aircraft Spares, Inc., was formed under the laws of the state of Nevada
in November, 2000. The Company maintains offices located in Tucson, Arizona and
Surfers Paradise, Queensland, Australia.

During the year ended December 31, 2004, the Company initiated a spin-off eighty
percent (80%) of its sole operating business and wholly-owned subsidiary,
Arizona Aircraft Spares, Inc. to its shareholders and subsidiary Management. The
Company was negotiating to complete the purchase of the assets of 1Cellnet LLC
("1Cellnet"), a company in the business of marketing wireless telephone long
distance services to individuals and businesses. On March 9, 2005, the Company
completed the acquisition 1CellNet assets.

In anticipation of the restructuring of the Company, the Company changed its
name to Cell Wireless Corporation. As a result of the change in name, the
Company's trading symbol was changed to "CLWL".

Cell Wireless is the surviving company from a July 16, 2003 merger with
American Market Support Network, Inc.("AMSNI"). The acquisition plan of
reorganization filed for the quarter ended June 30, 2003 with the Securities and
Exchange Commission on AMSNI's Form 10QSB describes the transaction as an
acquisition and recapitalization of AASI.  AMSNI issued 19,658,397 shares of its
$.001 par value common stock in exchange for 100% of the outstanding shares of
AASI. At the time of the merger AMNSI had 5,225,650 outstanding common shares.


                                       1
<PAGE>


On November 15, 2004, the Company entered into an agreement with 1Cellnet LLC, a
Delaware company as follows:

         1.       Cell Wireless would spin off 80% to shareholders (40%) and
                  subsidiary Management (40%) the operating subsidiary Arizona
                  Aircraft Spares, Inc. (an Arizona Corporation) within ninety
                  days which was authorized and partially completed December 29,
                  2004. Cell Wireless retained 2,000,000 common restricted
                  shares in the spun off entity and currently values this
                  investment at nil.

         2.       1Cellnet LLC agreed to transfer their assets to Cell Wireless
                  Corporation and to pay $600,000 to the spun off Arizona
                  Aircraft Spares, Inc. at closing and prior to November 30,
                  2004. 1Cellnet, LLC paid $100,000 on November 15 2004 and the
                  closing date was moved to January 1, 2005. An addendum to the
                  contract dated March 9, 2005 stipulated full payment was to be
                  completed with $300,000 cash and a $200,000 promissory note.

         3.       The agreement was for the reverse merger with all of the
                  operating assets, intellectual property and goodwill of
                  1Cellnet, LLC for 76,230,016 shares of common stock to the
                  shareholders of 1Cellnet, LLC composed of 17,158,397
                  transferred from Vito Peppitoni, the controlling shareholder
                  of Cell Wireless, and 59,078,619 new issue shares transferred
                  to  1Cellnet, LLC shareholders.

A modified agreement was struck and the asset acquisition completed on March 9,
2005. (See "Subsequent events: reverse merger with 1Cellnet, LLC Assets" below.)

Subsequent Events: Reverse Merger with 1Cellnet, LLC Assets
-----------------------------------------------------------

Subsequent to the date of this report, a number of clauses in the asset purchase
and stock purchase agreement were amended. The amendments and concluded
agreement executed on March 9, 2005 are as follows.

Under the terms of the original agreement, 1Cellnet was to pay the amount of
$600,000 to Arizona Aircraft Spares, Inc. ('Arizona') and complete the transfer
of selected assets to Cell Wireless Corporation at November 15, 2004. 1Cellnet
was required to pay the $600,000 USD to Arizona on or before November 30, 2004.
This cash payment was to be used by Arizona to retire the debt owed to its


                                       2
<PAGE>

controlling shareholder, Vito Peppitoni. Mr. Peppitoni was to receive 1,000,000
warrants to purchase stock at $1.00 per share and was to retain 2,500,000 shares
of Cell Wireless restricted common stock, would resign from the Company and
transfer 17,158,397 common shares to 1Cellnet. 1Cellnet would then transfer
title to its intellectual property and other operating assets to Cell Wireless
Corporation.

Under the amended agreement, Vito Peppitoni received a total of $400,000 cash
payments and $35,000 cash payment in the form of penalties. $335,000 of these
funds was paid in 2005 and $100,000 was paid on November 15, 2004 at the
original closing. Mr. Peppitoni also received a promissory note in the amount of
$200,000 payable with monthly payments of $15,000 until paid in full. The
closing on March 9, 2005 provided for no recourse by AASI or Mr. Peppitoni
against CLWL or the assets transferred to CLWL free of liens and encumbrances.
In addition, Mr. Peppitoni received 1,000,000 additional warrants to
acquire Cell Wireless common stock at $0.30 per share.

Upon signing of the amended agreement, all of the operating assets and
intellectual property of 1Cellnet were transferred to Cell Wireless Corporation
on March 9, 2005. 76,237,016 restricted common shares of Cell Wireless
Corporation stock was issued on April 13, 2005 to 1Cellnet shareholders and
assignees. 1Cellnet shareholders and assignees received 80% of the total
outstanding shares of stock resulting from the above series of transactions and
received control of the public company Cell Wireless Corporation.

Description of Business- Subsequent to Acquisition
--------------------------------------------------

In 2005, Cell Wireless Corporation assumed full control of operations as a
multinational retailer of long distance telephone services. The unique selling
position of "Cell Wireless Corporation" is the facility that allows members to
be customers using the long distance services and to be network marketers of the
service products and therefore expand the user market by attracting additional
members to the system through their positive customer experiences. Each member
can be both a seller and a user of the services. There are currently more than
75,000 active member/users aligned with the service system in about 200
countries. New users pay a membership fee and a deposit for future telephone
service. Renewals or recharges to a member's account are paid in advance by
credit card or bank transfer and credited for long distance telephone time to be
used.

Long distance telephone time is currently purchased worldwide from MCI, and then
resold to the members at a markup. Elaborate software systems are utilized to
assure that time used is charged to the member's prepaid account and timely paid
to the MCI time provider. Members receive commissions from sponsored members
sign up and use. The purchase of telephone time and the membership fees are the
revenue stream of the Company.

The major expenses of the Company is the purchase of the telephone time from MCI
and maintaining membership records to properly allocate commissions and expenses
to members accounts worldwide. All of the above is accomplished by the use of
several proprietary software systems that have been developed or purchased over
the last several years.


                                       3
<PAGE>

Cell Wireless Australia, PTY, LTD
---------------------------------

Cell Wireless Australia, PTY, LTD, the Company's wholly owned subsidiary, was
formed on January 6, 2005 in Surfers Paradise, Queensland, Australia. The
Company authorized and issued 100 shares of common stock, at $1.00 ASD per share
all of which was issued to Cell Wireless Corporation, the Nevada USA parent and
public company. Cell Wireless Australia has 20 employees and maintains all of
the Company's world wide operations as of the date of this report.

Business Mission
----------------

CLWL is a Tucson, Arizona based company. Its mission is to grow and expand its
international long distance telephone business, taking advantage of the world's
increasing demand for telephone services. Its growth will be accomplished by
associating with targeted network marketing groups. The Company will add
wireless phone services and another product for their already established
customer base. The Company will continue to grow and expand its annual sales by
allocating additional resources to its international marketing efforts. The
Company sells telephone services to members in over 204 countries and will
continue to concentrate its on-going international marketing efforts through its
strategic alliances and liaison groups.

Spin Off of Arizona Aircraft Spares, Inc.
-----------------------------------------

Arizona Aircraft Spares, Inc. is involved with manufacturing of military
aircraft parts for the US Air Force, Navy, Coast Guard, and Army and Marine
Corp. aviation divisions. Its customers also include a number of US and Foreign
private aircraft companies and friendly foreign governments. The restructured
Arizona Aircraft Spares Company will integrate both commercial and military
spare parts manufacturing along with the acquisition of targeted aerospace
companies.

Effective on December 28, 2004 the Company divested itself of the control
ownership of Arizona Aircraft Spares, Inc. (AASI) and retained a non-controlling
investment in share ownership of the separately established public company that
became Arizona Aircraft Spares, Inc. Cell Wireless Corporation is not actively
involved in the management of Arizona as of the date of this report, but it
holds 2,000,000 shares of restricted common stock of Arizona Aircraft Spares,
Inc. Total outstanding shares of Arizona Aircraft Spares, Inc. slated to be
issued by vote of the Board of Directors as 10,000,000 common shares of which
2,000,000 shares are owned by Cell Wireless, 4,000,000 will be issued to Cell
Wireless shareholders of record at December 28, 2004 and 2,000,000 are issued to
mpersonnel of Arizona Aircraft Spares, Inc. and 2,000,000 are reserved
to be issued to the management personnel of Arizona Aircraft Spares, Inc. Not
all of these shares have been issued at the date of this report. When the
Company is current on its filings, Management will take the steps necessary to
complete the distribution and prepare the proper documentation to issue the
shares to shareholders of record for Cell Wireless Corporation.


                                       4
<PAGE>

Arizona Aircraft Spares, Inc., an Arizona corporation ("Arizona") an investment
of Cell Wireless, plans to continue operations as a restructured "spin off" and
to emerge as a bulletin board public company with a new name and trading symbol.
The timing and necessary documentation to emerge as a publicly traded company is
determined by outside regulatory bodies. Cell Wireless Corporation values its
20% investment at nil.

Directors
---------

The Directors of Cell Wireless Corporation are the most important asset in our
plans for the future. Our current Directors and Officers are:

         John Bohringer, Chief Executive Officer, Director
         Sylvia Quintero, Chief Financial Officer, Director
         Brian Arnold, Director

Please refer to Part III, Item 9 in this Annual Report for detailed backgrounds
on our Executive Officers and Directors. None of these Directors and Officers
currently serve on the Board of Directors or are Officers of Arizona Aircraft
Spares, inc. as of the date of this report.

Products and Services
---------------------

Cell Wireless is a successor to a business that operates as a retailer of long
distance telephone services. The unique selling position of "Cell Wireless
Corporation" is the facility that allows members to be customers using the long
distance services. The "Network Marketers" of the services expand the user
market by attracting additional members to the system through their marketing
efforts and customer experiences. Each member is both a seller and a user of the
services. There are currently more than 75,000 active member/users aligned with
the service system. New users must become a member and pay a member fee and a
deposit on telephone service. Renewals or recharges to a member's account are
paid in advance by credit card or bank transfer and credited for long distance
telephone time used.

The Company's mission is to grow and expand its long distance telephone
business, taking advantage of the world's increasing demand for telephone
services. Its growth will be accomplished by associating with targeted network
marketing groups. The targeted marketing groups will add wireless phone services
as another product for their already established customer base. The Company will
continue to grow and expand its annual sales by allocating additional resources
to its international marketing efforts.
Sales and Distribution
----------------------

Long distance telephone time is currently purchased worldwide from MCI, and then
resold to the members at a markup. Elaborate software systems are utilized to
assure that time used is charged to the member's prepaid account and timely paid
to the MCI time provider. Each member receives commissions from sponsored
members use. The purchase of telephone time and the membership fees are the
revenue stream of the Company.


                                       5
<PAGE>

The largest major expense of the Company is the purchase of the telephone time
from MCI and maintaining membership records to properly allocate commissions and
expenses to member's accounts in over 204 countries worldwide. The later is
accomplished through the Company's intellectual property and proprietary
software.

Customers
---------

The Company sells telephone services to members and will continue to concentrate
its on-going international marketing efforts to grow its customer base through
its strategic alliances and liaison groups. Its major customers are its members.
The company is seeking relationships with other network marketing groups to
expand the customer base as well as making sales efforts to large corporate
clients to attract numerous member users at a single customer base. No customer
represents a material amount of the Company's sales at this time.

Competition
-----------

The major competition for the Company is the many large retailers of telephone
services worldwide. The number of competitors in each market is impossible to
list, but all readers are aware of the mass marketing efforts in every country
directed at the attraction of customers to competitors of the Company. This
massive advertising effort is extremely expensive. The Company uses network
marketing that requires little or no marketing expense. Because of this, the
Company can price its services at slightly less than the market rate in some
areas and sell the service at a greater margin because of lower costs.

Intellectual Property
---------------------

All of the above is accomplished by the use of several proprietary software
systems that have been developed or purchased over the last several years. The
predecessor to Cell Wireless Corporation, Global TLC Pty, Ltd. was in the
network marketing business for many years and had developed significant
proprietary software that enabled the Company to keep track of network sales
performance, commissions, costs, customer relations and marketing. This software
was internet related and developed to allow marketing, sales, receipting and
credit card processing completely through the use of internet portals. With
fewer employees, the Company developed worldwide sales at an extremely fast pace
and was able to control its customer base through the software developed by
Global. 1Cellnet, LLC acquired the intellectual property, software, computers
and switching gear from Global and included them in the merger with Cell
Wireless Corporation.

Government Approvals and Regulations
------------------------------------

Various governments in the 204 countries served by the Company have regulations
covering the actions of telephone service providers in order to protect the
users and insure a revenue stream to the governments through the collection of
excise taxes. The Company sells services but contracts worldwide with MCI to
provide the connecting services in each country. MCI provides the interaction
that assures compliance with local regulation and pays the excise taxes to the
required locality. Cell Wireless is billed for these taxes and pays them direct
to MCI.


                                       6
<PAGE>

Employees
---------

Cell Wireless Australia has 20 employees in its Australia office and maintains
all of the Company's world wide operations from that location as of the date of
this report. The Company plans to move most of the operations to Tucson, Arizona
in the very near future and to establish telephone switching equipment in each
major market.

Effect of Foreign Currency
--------------------------

All currencies presented in this report are expressed in US dollars. All
worldwide transactions are processed in US dollars. Expenses are paid in the
country where such cost is incurred in the currency of the country involved. All
currency is converted at the date of transaction recording to US dollars as it
is throughout this report. Any gains or losses on currency changes are recorded
in the Statement of Income.


ITEM 2. DESCRIPTION OF PROPERTIES
---------------------------------

Cell Wireless Corporation's USA offices are located at 4625 East Broadway,
Tucson, AZ 85711. The property is approximately 1,800 square feet of office
space, rented on a month to month basis for $1,300 per month.

After completing the acquisition of 1Cellnet in March 2005, the Company was
obligated to lease office space in Surfers Paradise, Queensland, Australia. This
property is approximately 3,250 square feet and is subject to a monthly lease of
$5,437 per month. The lease has two years remaining, was prepaid through May,
2005 and will require $64,680 per year for the remainder of the lease.

The Company considers its premises adequate for its purposes for the immediate
future.


ITEM 3. LEGAL PROCEEDINGS
-------------------------

Shortly after the announced asset acquisition agreement between the Company and
1Cellnet, a lawsuit was filed for collection of a secured promissory note of
Arizona Aircraft Spares, Inc in the approximate amount of $218,470 representing
the amounts due on the note, interest, legal fees and settlement costs.

On March 17, 2005, Cell Wireless agreed to pay the outstanding debt and the
Court dismissed the legal action with prejudice. The Company agreed to
relinquish funds garnished in the amount of $16,935 as payment at the agreement
date and to pay the balance of $192,475 over a period of 12 months with equal
payments of $16,062 and interest in the amount of $9,637 on March 15, 2006.
Since this agreement is a full assumption of the debt of Arizona Aircraft
Spares, Inc., it is included in the balance sheet of Cell Wireless Corporation
for the period ended December 31, 2004. As of May 30, 2005 the Company was
current on its payments on this note. Arizona Aircraft Spares, inc., the Arizona
Corporation signed a promissory note in the amount of $209,410 payable to Cell
Wireless at the time of settlement of the Performance Funding Note with terms
matching the Performance Funding note.


                                       7
<PAGE>

The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters will not have material adverse effect on its financial position, results
of operations or liquidity.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
-------------------------------------------------------

On November 23, 2004 the Board of Directors approved and the Stockholders owning
a majority of the outstanding shares of common stock of the Company approved an
amendment to the Company's Articles of Incorporation to (a) increase the number
of authorized shares of common stock from 40,000,000 shares to 500,000,000 and
(b) to change the name of the Company to Cell Wireless Corporation.

The Company is authorized to issue 10,000,000 shares of preferred stock, par
value $0.001, of which no shares are currently issued. The Board of Directors
has set the voting powers at 10 votes for each 1 Preferred Share, as well as
created the conversion of such Preferred Shares at a rate of 10 Common for each
issued Preferred Share. Pursuant to the acquisition of certain and particular
assets and liabilities of 1Cellnet as detailed by the Company in its Form 8-K as
filed with the SEC on November 17, 2004, the Board has determined that they may
issue 4,000,000 Preferred Shares for the purchase of such assets and
liabilities. No shares were issued for the acquisition however, but the
resolution makes such shares available for future activities and fund raising.

This matter was submitted to the Board of Directors and voted on by the
controlling stockholder, Mr. Vito Peppitoni who voted his 19,258,657 shares to
pass the resolution. This shareholder represented 55% of the total outstanding
shares at the time and was considered the needed majority to carry the matter.

On November 23, 2004, a new slate of Directors was presented was to the Board of
Directors and a resolution was unanimously adopted to accept the slate as
presented. Directors Sylvia Quintero and Brian Arnold subsequently resigned from
Board positions of the spun off company AASI. Both remain on the Board of
Directors of Cell Wireless Corporation. This matter was submitted to the Board
of Directors and voted on by the controlling stockholder, Mr. Vito Peppitoni who
voted his 19,258,657 shares to pass the resolution. This shareholder represented
55% of the total outstanding shares at the time and was considered the needed
majority to carry the matter.

No other matters were submitted to a vote of the shareholders.


                                       8
<PAGE>

                                     PART II
                                     -------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------

Market Information
------------------

The Company's Common Stock has been and is currently traded on the
over-the-counter market and quotations are published on the OTC Bulletin Board
under the symbol "CLWL" and began trading on January 6, 2005.

The following table sets forth the range of high and low bid prices of the
Common Stock for each fiscal quarterly period. Prices reported represent prices
between dealers, do not include retail markups, markdowns or commissions and do
not represent actual transactions.

Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended on December 31, 2004
----------------------------------------------
                                                             High          Low
                                                           ---------------------
Quarter Ended December 31, 2004                            $ 0.51        $ 0.45
Quarter Ended September 30, 2004                             0.65          0.59
Quarter Ended June 30, 2004                                  0.76          0.71
Quarter Ended March 31, 2004                                 0.68          0.63

Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended on December 31, 2003
----------------------------------------------
                                                             High          Low
                                                           ---------------------
Quarter Ended December 31, 2003                            $ 0.84        $ 0.73
Quarter Ended September 30, 2003                              N/A           N/A
Quarter Ended June 30, 2003                                   N/A           N/A
Quarter Ended March 31, 2003                                  N/A           N/A


The ability of individual stockholders to trade their shares in a particular
State may be subject to various rules and regulations of that state. A number of
States require that an issuer's securities be registered in their State or
appropriately exempted from registration before the securities are permitted to
trade in that State. Presently, the Company has no plans to register its
securities in any particular State. Further, the Company's shares will most
likely be subject to the provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly
referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.


                                       9
<PAGE>

The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
issuer's net tangible assets (at least $2 million); or exempted from the
definition by the Commission. If the Company's shares are deemed to be a penny
stock, trading in the shares will be subject to additional sales practice
requirements of broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, any transaction involving a penny stock, unless exempt,
the rules require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-dealer must
also disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's Common Stock and may affect the
ability of stockholders to sell their shares.

Dividend Information
--------------------

The Company has not declared or paid cash dividends on its Common Stock, or made
distributions in the past. The Company does not anticipate that it will pay cash
dividends or make cash distributions in the foreseeable future, other than non
cash dividends described below. The Company currently intends to retain and
invest future earnings, if any, to finance its operations.

Recent Sales of Unregistered Securities
---------------------------------------

Since the merger agreement on July 16, 2003 the Company has issued the following
securities to its officers, employees and the general public:

On July 16, 2003 the Company issued shares of restricted common stock to the
principals, investors and promoters that were engaged to represent the Company
during its attempt to find a public shell or to make an initial public offering.
The contractors were successful in the location and negotiation of the merger
candidate, American Market Support Network, Inc. and in assisting the Company
through the merger. As of December 31, 2003, the Company had issued 27,228,249
common shares to investors, principals and investors.


                                       10
<PAGE>

On November 19, 2003 the Company filed a registration under Form S-8 for an
Employee Stock Option Plan (ESOP) and a Non-Employee Consultants Stock Option
Plan. The ESOP registered 1,250,000 Non-employee free trading shares and 500,000
employee free trading shares. On August 13, 2004, the Company amended the ESOP
and registered 1,770,000 Non-employee free trading shares and 2,230,000 employee
free trading shares. The total number of shares registered in the S-8 was
5,750,000 shares of which all had been issued to employees and non-employees as
of December 31, 2004. On September 30, 2004, the ESOP Committee, made up of the
Board of Directors of the Company, voted and approved an amendment to the plan
to eliminate all payment for the past issued shares and any remaining un-issued
shares in the plan at the end of the period. This action resulted in $3,817,500
subscriptions receivable from employees and non-employee to be charged to
expense for services during the year ended December 31, 2004. The fair market
value of the shares issued was determined to be $.50 per share at the time of
issue according to the ESOP Committee.

During the year ended December 31, 2004 the Company sold 3,154,402 common shares
to investors for $845,349. Most of the shares were sold through an American
investment group that retained 60% of the amount of the share price paid as
compensation for the transaction and the Company received 40% of the proceeds.

American Market Support Network, Inc. was not able to raise any additional
capital through the sale of its Common Stock in 2002. Since January 1, 2001, it
had raised $86,125 from the sale of 861,250 shares of its Common Stock. The Reg.
D 504 offering was conducted in the State of Nevada and was completed in 2001.
There were 1,731,250 shares of the Company's Common Stock held by non-affiliates
and 3,240,000 shares of its Common Stock held by affiliates. As of December 31,
2002 there were 4,971,250 shares issued and outstanding. An additional 254,400
common shares were issued to insiders prior to June 30, 2003.

On July 16, 2003 American Market Support Network, Inc. (AMSNI), entered into an
acquisition agreement with a small privately owned company Arizona Aircraft
Spares, Inc. (AASI) doing business in Tucson, Arizona. AMSNI issued 19,658,397
shares of its $.001 par value common stock in exchange for 100% of the
outstanding shares of AASI owned by Mr. Vito Peppitoni. At the time of the
merger AMNSI had 5,225,650 outstanding common shares.

Transfer Agent
--------------

The Company's transfer agent and registrar for common and preferred stock is
Pacific Stock Transfer Company, 500 E. Warm Springs Road, Suite 240, Las Vegas,
NV 89119.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto in this document. The statements
contained in this report that are not historical facts, including without
limitation, statements containing the words "believes", "anticipates",


                                       11
<PAGE>

"estimates", "expects", and words of similar import, constitute "forward-looking
statements." Forward looking statements are made based upon management's current
expectations and beliefs concerning future developments and their potential
effects on the Company. The Company's actual results could differ materially
from those anticipated for many reasons, including risks as described in this
document under "Risk Factors".

Overview
--------

The Company discontinued all operations of its wholly owned subsidiary and only
operating segment on December 28, 2004 and voted to complete the year end with a
reorganization of its balance sheet equity on the same day. Therefore this over
view and management discussion will focus on the subsequent event, the reverse
merger with the operations and assets of 1Cellnet, LLC.

The reverse merger with 1Cellnet, LLC was completed on March 9, 2005 and was
effective January 1, 2005. Cell Wireless projects sales are $7,200,000 for the
year ending December 31, 2005 and the anticipated profit is $1,228,000 after
provision for income taxes. The Company focus is on sales growth, control of
expenses and expansion to new world markets. The accomplishment of these goals
will require more capital than is provided by operations. The growth will be
dependent on the Company's ability to raise capital. These plans may have to be
modified or curtailed, possibly to the extent of not being able to be carried
out for part or all of such plans. The Company may also consider business
opportunity that may involve a future merger or acquisition with a private or
public entities having an operating business which may provide opportunities,
products or services in a different service sector from that of the Company's,
as a potential business combination candidate. In the event of any possibility
of future merger or acquisition, there may be probable change in control of the
Company.

Critical Accounting Policies
----------------------------

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.

We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements, we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments:


                                       12
<PAGE>

CURRENT RESULTS OF OPERATIONS AND FINANCIAL STATUS
--------------------------------------------------

Results of Operations
---------------------

The Company's revenues are difficult to forecast and may vary significantly from
quarter to quarter and year to year. In addition the Company's expense levels
for each quarter are, to a significant extent, fixed in advance based upon the
Company's expectation as to the net revenues to be generated during that
quarter. The Company therefore is generally unable to adjust spending in a
timely manner to compensate for any unexpected shortfall in net revenues.
Further, as a result of these factors, any delay in sales and marketing efforts,
whether due to internal delays or delays caused by third party difficulties, or
any significant shortfall in demand in relation to the Company's expectations,
would have an almost immediate adverse impact on the Company's operating results
and on its ability to maintain profitability in a quarter.

Comparison of the Year Ended December 31, 2004 with the Year Ended December 31,
-------------------------------------------------------------------------------
2003
----

Due to the spin off of sole operating business the Company had no continuing
revenues, expenses and other results of operations, no operations discussion
would be meaningful. Management spun off to investors the ownership of
discontinued operations. This business experienced greater losses in 2004 over
2003. Corporate costs for 2004 were higher for accounting, audit and legal
Services.

Liquidity and Capital Resources
-------------------------------

Cash and cash equivalents at December 31, 2004 was $364.

Other Matters Effecting Liquidity
---------------------------------

Shortly after the announced reverse merger agreement between Cell Wireless
Corporation and the spin off of predecessor company Arizona Aircraft Spares,
Inc. a lawsuit was filed for collection of a secured promissory note of Arizona
Aircraft Spares, Inc. On December 8, 2004, the Plaintiff, Performance Funding,
LLC, filed a complaint against Arizona Aircraft Spares, Inc. for the collection
of approximately $218,470 for the amounts due on the note, interest, legal fees
and settlement costs.

On March 17, 2005, Cell Wireless agreed to pay the outstanding debt and the
Court dismissed the legal action with prejudice. The Company agreed to
relinquish funds garnished in the amount of $16,935 as payment at the agreement
date and to pay the balance of $192,475 over a period of 12 months with equal
payments of $16,062 and interest in the amount of $9,637 on March 15, 2006.
Since this agreement is an full assumption of the debt of Arizona Aircraft
Spares, Inc., it is included in the balance sheet of Cell Wireless Corporation
for the period ended March 31, 2005. As of May 30, 2005 the Company was current
on its payments on this note. Arizona Aircraft Spares, inc., the Arizona
Corporation signed a promissory note in the amount of $209,410 payable to Cell
Wireless at the time of settlement of the Performance Funding Note with terms
matching the Performance Funding note.


                                       13
<PAGE>

The Company's success and ongoing financial viability is contingent upon its
selling of its products and the related generation of cash flows. The Company
evaluates its liquidity and capital needs on a continuous basis and based on the
Company's requirements and capital market conditions may, from time to time,
raise working capital through additional debt or equity financing. There is no
assurance that such financing will be available in the future to meet additional
capital needs of the Company, or that any such terms or conditions of any such
financing would be favorable to the Company. Both the management of the
Company's current growth and the expansion of the Company's current business
involve significant financial risk and require significant capital investment.

The independent auditor's report on the Company's December 31, 2004 financial
statements included in this Annual Report states that the Company's recurring
losses raise substantial doubts about the Company's ability to continue as a
going concern.

Inflation
---------

In the opinion of Management, inflation has not had a material effect on the
Company's financial condition or results of its operations.

Off-Balance Sheet Arrangements
------------------------------

The Company does not maintain off-balance sheet arrangements nor does it
participate in non-exchange traded contracts requiring fair value accounting
treatment.

New Accounting Pronouncements
-----------------------------

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns, or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain disclosure requirements apply in all financial
statements issued after January 31, 2003 regardless of when the variable
interest entity was established. The Company does not expect the adoption to
have a material impact to the Company's financial position or results of
operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133, to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted


                                       14
<PAGE>

for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.

Trends, Risks and Uncertainties:
--------------------------------

We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our Common Stock.

Cell Wireless Corporation is in a volatile and competitive market that
contains some of the world's largest companies. The cell phone and long distance
rates for service have been decreasing at an high rate and may not be profitable
to a small competitor. As the market becomes more crowded and profit margins
become less attractive, the Company may not be able to continue to compete.
Government regulation, international incidents and technological changes may
render the services of the Company inoperable. Management feels that the Company
will stay competitive through internalizing its own software and equipment to
reduce the reliance on outside service providers and to control its cost of
service. There can be no assurance that the Company will stay competitive and
profitable in the future.

Limited Public Market, Possible Volatility of Share Price
---------------------------------------------------------

The Company's common stock is currently quoted on the NASD OTC Electronic
Bulletin Board under the ticker symbol CLWL. As of December 31, 2004, there were
approximately 36,217,651 shares of common stock outstanding, of which
approximately 11,618,351 were tradable without restriction under the Securities
Act. As of December 31, 2004, the majority of voting common stock was held by
the prior Management of the Company. The market capitalization of the Company
with total shares outstanding was $18,471,002 at the then market close of $0.51
per share. There can be no assurances that a trading market will be sustained in
the future. Factors such as, but not limited to, technological innovations, new
products, acquisitions or strategic alliances entered into by the Company or its
competitors, failure to meet security analysts' expectations, government
regulatory action, patent or proprietary rights developments, and market
conditions for communications company stocks in general, could have a material
effect on the Company's stock price.


                                       15
<PAGE>

Management of Growth
--------------------

The Company expects to experience significant growth in the number of employees
and the scope of its operations. In particular, the Company intends to hire
sales personnel and expand its network marketing group. Additionally,
acquisitions could result in an increase in the number of employees and business
activity. Such activities could result in increased responsibilities for
management. The Company believes that its commercial market penetration will be
a critical factor to its future success, particularly, the availability of
qualified sales, engineering and management personnel. Competition among
companies to attract and retain such personnel is intense. During strong
business cycles, the Company may experience difficulty in filling its needs for
qualified personnel.

The Company's future success will be highly dependent upon its ability to
successfully manage the expansion of its operations. The Company's ability to
manage and support its growth effectively will be substantially dependent on its
ability to implement adequate improvements to financial and management controls,
reporting and order entry systems and other procedures, and hire sufficient
numbers of financial, accounting, administrative, and management personnel. The
Company's expansion and the resulting growth in the number of its employees, has
resulted in increased responsibility for both existing and new management
personnel. The Company is in the process of establishing and upgrading its
financial accounting and procedures. There can be no assurance that the Company
will be able to identify, attract, and retain experienced accounting and
financial personnel. The Company's future operating results will depend on the
ability of its management and other key employees to implement and improve its
systems for operations, financial control, and information management, and to
recruit, train, and manage and retain its employee base. Any inability to do so
would have a material adverse effect on the Company's business, results of
operations, and financial condition.

The Company's future success also depends on its ability to address potential
market opportunities and to manage its expenses to match its ability to finance
its operations. The need to control its expenses will place a significant strain
on the Company's management and operational resources. If the Company is unable
to control its expenses effectively, the Company's business, results of
operations, and financial condition will be adversely affected.

Risks Associated with Acquisitions.
-----------------------------------

As part of its business strategy, the Company expects to acquire assets and
businesses relating to or complementary to its operations. These acquisitions by
the Company will involve risks commonly encountered in acquisitions of
companies. These risks include, among other things, exposure to unknown
liabilities of the acquired companies, additional acquisition costs and
unanticipated expenses. The Company's quarterly and annual operating results may
fluctuate due to the costs and expenses of acquiring and integrating new


                                       16
<PAGE>

businesses or technologies. The Company may also experience difficulties and
expenses in assimilating the operations and personnel of the acquired
businesses. The Company's ongoing business may be disrupted and its management's
time and attention diverted and the Company may be unable to integrate
successfully.

Cautionary Factors That May Affect Future Results
-------------------------------------------------

We provide the following cautionary depiction of risks, uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are factors that we think could cause our actual results to differ materially
from expected results. Other factors besides those listed here could adversely
affect us.

Potential Fluctuations In Annual Operating Results
--------------------------------------------------

Our annual operating results may fluctuate significantly in the future as a
result of a variety of factors, most of which are outside our control,
including: the demand for our products; seasonal trends in purchasing, the
amount and timing of capital expenditures and other costs relating to the
development of our products; price competition or pricing changes in the
industry; technical difficulties or system downtime; general economic
conditions, and economic conditions specific to the telephone service industry.
Our results may also be significantly affected by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at our early stage of development, such accounting treatment can have a material
impact on the results for any period. Due to the foregoing factors, among
others, it is likely that our operating results will fall below our expectations
or those of investors in some future period.

Dependence Upon Management
--------------------------

Our future performance and success is dependant upon the efforts and abilities
of our Management. To a very significant degree, we are dependent upon the
continued services of John Bohringer, our Chief Executive Officer and Chairman
of the Board of Directors and Sylvia Quintero, our Chief Financial Officer and
member of our Board of Directors. If the Company lost the services of either Mr.
Bohringer or Ms. Quintero, or other key employees before we could get qualified
replacements that loss could materially adversely affect our business. We do not
maintain key personnel life insurance on any of our Management.

Lack of Independent Directors
-----------------------------

We cannot guarantee that our Board of Directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors, our executive officers, who are also principal stockholders and
directors, could establish policies and enter into transactions without
independent review and approval thereof. This could present the potential for a
conflict of interest between the Company and its stockholders generally and the
controlling officers, stockholders or directors.


                                       17
<PAGE>

Limitation of Liability and Indemnification of Officers and Directors
---------------------------------------------------------------------

Our officers and directors are required to exercise good faith and high
integrity in our Management affairs. Our Articles of Incorporation provide,
however, that our officers and directors shall have no liability to our
shareholders for losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend or stock repurchase,
or derived an improper benefit from the transaction. Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate our business or conduct the internal affairs, provided that in
connection with these activities they act in good faith and in a manner that
they reasonably believe to be in, or not opposed to, the best interests of the
Company, and their conduct does not constitute gross negligence, misconduct or
breach of fiduciary obligations. To further implement the permitted
indemnification, we have entered into Indemnity Agreements with our officers and
directors.

Management of Potential Growth
------------------------------

We anticipate rapid growth, which will place a significant strain on our
managerial, operational, and financial systems resources. To accommodate our
current size and manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales and distribution base. There is no guarantee that we will be able to
effectively manage the expansion of our operations, or that our facilities,
systems, procedures or controls will be adequate to support our expanded
operations. Our inability to effectively manage our future growth would have a
material adverse effect on the Company.

Limited Market Due To Penny Stock
---------------------------------

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities and Exchange Commission has adopted a number of rules to regulate
"penny stocks." These rules include, but are not limited to, Rules 3a5l-l,
15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended. Because our securities probably constitute
"penny stock" within the meaning of the rules, the rules would apply to us and
our securities. The rules may further affect the ability of owners of our stock
to sell their securities in any market that may develop for them. There may be a
limited market for penny stocks, due to the regulatory burdens on
broker-dealers. The market among dealers may not be active. Investors in penny
stock often are unable to sell stock back to the dealer that sold them the
stock. The mark-ups or commissions charged by the broker-dealers may be greater
than any profit a seller may make. Because of large dealer spreads, investors
may be unable to sell the stock immediately back to the dealer at the same price
the dealer sold the stock to the investor. In some cases, the stock may fall
quickly in value. Investors may be unable to reap any profit from any sale of
the stock, if they can sell it at all. Stockholders should be aware that,
according to the Securities and Exchange Commission Release No. 34- 29093, the
market for penny stocks has suffered in recent years from patterns of fraud and


                                       18
<PAGE>

abuse. These patterns include: - Control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer; -
Manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; - "Boiler room" practices involving high
pressure sales tactics and unrealistic price projections by inexperienced sales
persons; - Excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and - The wholesale dumping of the same securities by
promoters and broker- dealers after prices have been manipulated to a desired
level, along with the inevitable collapse of those prices with consequent
investor losses. Furthermore, the "penny stock" designation may adversely affect
the development of any public market for the Company's shares of common stock
or, if such a market develops, its continuation. Broker-dealers are required to
personally determine whether an investment in "penny stock" is suitable for
customers. Penny stocks are securities (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an
issuer with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average annual revenues of less
than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and
Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors in the Company's common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny
stock." Rule 15g-9 of the Commission requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for the Company's stockholders to
resell their shares to third parties or to otherwise dispose of them.


ITEM 7. FINANCIAL STATEMENTS
----------------------------

See pages F-1 through F-13 following Part III of this Annual Report on Form
10-KSB.



                                       19
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

During the years ended December 31, 2004 and 2003, the Company has not had any
disagreements with Russell, Bedford, Stefanou & Mirchandani, LLP, the certifying
auditor for the Company, on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. The Company has
engaged Russell, Bedford, Stefanou & Mirchandani, LLP ("Russell Bedford Stefanou
& Mirchandani") as its certifying accountant as of September 30, 2003 for the
Company's fiscal year ending December 31, 2003 and retained their services for
the year ended December 31, 2004. The Company has not consulted with Russell,
Bedford, Stefanou & Mirchandani previously.


ITEM 8A. CONTROLS AND PROCEDURES
--------------------------------

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report, we conducted an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of our disclosure controls and
procedures (as defined in Rules 13a-15(e) of the Exchange. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures need improvement and were not
adequately effective as of December 31, 2004 to ensure timely reporting with the
Securities and Exchange Commission. Our management is in the process of
identifying deficiencies with respect to our disclosure controls and procedures
and implementing corrective measures, which includes the establishment of new
internal policies related to financial reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As required by Rule 13a-15(d), the Company's Chairman and Chief Financial
Officer also conducted an evaluation of  Cell Wireless' internal controls over
financial reporting to determine whether any changes occurred during the fourth
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
During the preparation of the Company's financial statements as of and for the
year ended December 31, 2004, the Company has concluded that the current system
of disclosure controls and procedures was not effective because of the internal
control weaknesses identified below. As a result of this conclusion, the Company


                                       20
<PAGE>

has initiated the changes in internal control, to the extent possible given
limitations in financial and manpower resources, also described below. It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system will be met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future events.

LACK OF ADEQUATE ACCOUNTING STAFF

Due to limitations in financial and management resources, the Company does not
have adequate accounting staff. As a result, the Company took steps to address
its understaffed Finance and Accounting team to correct this material weakness.
The Company engaged an independent contractor, who is a CPA with extensive
CFO-level management and SEC reporting experience in public companies. The
Company feel's this addition to the Company's Finance and Accounting team will
improve the quality of future period financial reporting.


                                    PART III
                                    --------

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 16(A) OF THE
-----------------------------------------------------------------------------
EXCHANGE ACT
------------

Compensation of Directors
-------------------------

Directors currently do not receive a salary for their services and are not paid
a fee for their participation in meetings, although all Directors are reimbursed
for reasonable travel and other out-of-pocket expenses incurred in attending
meetings of the Board. The Company anticipates that the Directors will be
compensated for their services in the future.

Executive Officers and Directors
--------------------------------

The names and respective positions of the directors, executive officers, and key
employees of the Company are set forth below; there are no other promoters or
control persons of the Company. The directors named below will serve until the
next annual meeting of the Company's stockholders or until their successors are
duly elected and have qualified. Directors are elected for a one-year term at
the annual stockholders' meeting. Officers will hold their positions at the will
of the board of directors, absent any employment agreement. The directors and
executive officers of the Company are not a party to any material pending legal
proceedings and, to the best of their knowledge, no such action by or against
them has been threatened.


                                       21
<PAGE>

     John Bohringer, Chief Executive Officer, Director

         o        John Bohringer, 61, has been a self-employed consultant and
                  investor for the last five years. Mr. Bohringer has over
                  twenty-five years of international business experience
                  including acquisitions, mergers, capital raising and corporate
                  development. Mr. Bohringer was Chief Executive Officer for
                  Grace Bros. Electrical Services, which he acquired from the
                  largest retailing group in Australia - Coles Myers/Grace Bros.
                  Grace Bros. Electrical Services was a leading television and
                  video rental service company incorporating an in-house
                  hospital telephone and television broadcasting
                  telecommunications division. Grace Bros. Electrical Services
                  was quoted on the Sydney Stock Exchange in Australia under the
                  public company name of Allen Communications Limited. While CEO
                  of the new public company, Mr. Bohringer negotiated takeovers
                  of The Electronic Sales and Rental Group in Australia and The
                  Allen Communications Company in America, who operated
                  telephone, television, nurse paging and in-house broadcasting
                  telecommunications systems in hospitals such as St. Vincent
                  Hospital in San Francisco.

     Sylvia Quintero, Chief Financial Officer, Director

         o        Ms. Quintero, 46, has a Bachelor of Science in Business
                  Administration and a Master of Science in Business
                  Administration from The University of Phoenix, Tucson,
                  Arizona. Ms. Quintero has over 20 years of experience in
                  business operations, accounting, payroll, budget and financial
                  projections. Her previous experience encompassed general
                  ledger accounting, accounts receivable and payable management
                  and collections. Ms. Quintero is also bilingual in English and
                  Spanish.

     Brian Arnold, Director

         o        Brian Arnold, 53, has a history in telecommunications,
                  internet, software development and computer technology and is
                  a qualified engineering surveyor. Mr. Arnold was in charge of
                  technical support, sales and marketing for Broadband2U, an
                  international provider of the latest high-speed broadband
                  wireless internet technology. Mr. Arnold was responsible for
                  overseeing the Australian $2 million data center facility in
                  Queensland, Australia which is supported by a team of network
                  and system engineers and is monitored 24 hours a day, 7 days a
                  week. Prior to joining Broadband2U, Mr. Arnold was the General
                  Manager for ColorMax Technology Pty. Ltd. for three years. The
                  company provided world first technology lenses and
                  computerized analysis for the determination of the type of
                  color blindness of medical patients. His experience includes
                  work in developing police database networks for fingerprint
                  recognition and criminal investigations intelligence systems.
                  He has served as an Operations Consultant for numerous
                  companies which included A.M.P. (the largest insurance company
                  in Australia), Westinghouse, NSW Police Department, and
                  Computa Pay, a branch of Mayne Nickless Australia.


                                       22
<PAGE>

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons holding 10% or more of the Company's
common stock to file reports regarding their ownership and regarding their
acquisitions and dispositions of the Company's common stock with the Securities
and Exchange Commission. Such persons are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on a
review of the fiscal year ended December 31, 2004 and subsequent to the date of
this report, the Company is unaware that any required reports were not timely
filed. It is the Company's intention to ensure, where possible, complete
compliance according to this Section.


ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

The following table sets forth certain compensation paid or accrued by us to
certain for our executive officers during fiscal years ended 2004, 2003 and
2002.

<TABLE>
Namd &                                                            Restricted
Principal                                         Other Annual      Stock      Options/     LTIP         All Other
Position          Year    Salary($)   Bonus($)   Compensation($)   Awards($)   SARS#(1)    Payout($)   Compensation($)
--------          ----    ---------   --------   ---------------   ---------   --------    ---------   ---------------
<S>               <C>      <C>           <C>          <C>             <C>         <C>         <C>            <C>
Vito Peppitoni    2004     56,250        0            0               0           0           0              0
President         2003     39,000        0            0               0           0           0              0
                  2002     29,250        0            0               0           0           0              0
</TABLE>


No executive officer of the Company received total salary and bonus in excess of
$100,000 during the fiscal year ended December 31, 2004.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The following table sets forth information regarding the beneficial ownership of
shares of the Company's common stock as of June 2, 2005(issued and outstanding)
by (i) all stockholders known to the Company to be beneficial owners of more
than five percent of the outstanding common stock; and (ii) all directors and
executive officers of the Company as a group:


                                       23
<PAGE>

<TABLE>
TITLE OF                  NAME AND ADDRESS                 AMOUNT OF BENEFICIAL         PERCENT OF
 CLASS                   OF BENEFICIAL OWNER                   OWNERSHIP (1)              CLASS
-----------    ---------------------------------------    ------------------------    -------------
<S>     <C>

   Common         John Bohringer
   Stock          4625 East Broadway, Tucson, AZ 85711          3,938,574                 .04%

   Common         Brian Arnold                                          0                   0%
   Stock          4625 East Broadway, Tucson, AZ 85711

   Common         Sylvia Quintero
   Stock          4625 East Broadway, Tucson, AZ 85711                  0                   0%

Total shares held by Officers and Directors (3)                 3,938,574                 .04%

   Common         TA Transcontinental Enterprises, LLC (1)     40,000,000                  42%
   Stock          c/o 2321 East Speedway Blvd
                  Tucson, Arizona   85718

</TABLE>


Each person has sole voting power and sole right to dispose of all of the shares
shown as beneficially owned by them.

(1) Held for the benefit of 1Cellnet LLC member and other parties


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

Vito Peppitoni, President, CEO and Director received 19,658,397 shares of common
restricted stock on July 16, 2003 in exchange for all of his ownership in the
company's subsidiary Arizona Aircraft Spares, Inc. In addition, at the same date
of closing on the merger, Mr. Peppitoni transferred $600,000 of inventory at
fair market value to the Company and received 600,000 shares of restricted
common stock for the exchange.



                                       24
<PAGE>

ITEM 13. EXHIBITS
-----------------

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

3.1*     Articles of Incorporation of American Market Support Network, Inc. a
         Nevada corporation

3.2*     By-laws of American Market Support Network, Inc., a Nevada corporation

10.1*    A.T. Merrill Consulting Agreement

10.2*    Amended A.T. Merrill Consulting Agreement (

10.3*    Legendium, Inc. Service Agreement

10.4*    A.T. Merrill Consulting Agreement dated July 1, 2002

23.1     Consent of Registered Independent Certified Public Accountant

31.1     Certification of President and Chief Executive Officer pursuant to
         Section 302, of the Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Section 302, of
         the Sarbanes-Oxley Act of 2002

32.1     Certification pursuant of Chief Executive Officer to 18 U.S.C. Section
         1350, as adopted to Section 906 of the Sarbanes Oxley Act of 2002.

32.2     Certification pursuant of Chief Financial Officer to 18 U.S.C. Section
         1350, as adopted to Section 906 of the Sarbanes Oxley Act of 2002.

* filed previously

                                       25
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
-----------------------------------------------

The following table sets forth fees billed to us by our auditors during the
fiscal years ended December 31, 2004 for: (i) services rendered for the audit of
our annual financial statements and the review of our quarterly financial
statements, (ii) services by our auditor that are reasonably related to the
performance of the audit or review of our financial statements and that are not
reported as Audit Fees, (iii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iv) all other fees for services
rendered.

                                         December 31,    December 31,
                                             2004            2003
                                         -----------     -----------
                  Audit Fees             $    56,743     $    20,000
                  Audit related fees          37,550              --
                  Tax fees                     2,280              --
                  All other fees                  --              --
                  Total fees             $    96,573     $    20,000

AUDIT FEES. Audit fees consist of fees billed for professional services rendered
for the audit of Arizona Aircraft Spares Inc.'s consolidated financial
statements and review of the interim consolidated financial statements included
in quarterly reports and services that are normally provided by the Company's
principal accountants in connection with statutory and regulatory filings or
engagements.

AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and
related services that are reasonably related to the performance of the audit or
review of Arizona Aircraft Spares Inc.'s consolidated financial statements and
are not reported under "Audit Fees." There were no Audit-Related services
provided in fiscal 2004 or 2003.

TAX FEES. Tax fees are fees billed for professional services for tax compliance,
tax advice and tax planning.

ALL OTHER FEES. All other fees include fees for products and services other than
the services reported above. There were no management consulting services
provided in fiscal 2004 or 2003.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
-------------------------------------------------------------------------
SERVICES OF INDEPENDENT AUDITORS
--------------------------------

The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.


                                       26
<PAGE>

                                   SIGNATURES

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


                                             CELL WIRELESS CORPORATION

Dated: June 2, 2005                         By: /s/ John Bohringer
                                                 -----------------------------
                                             John Bohringer, President and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the date indicated:


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

/s/ John Bohringer       CEO/Chairman of the Board of Directors     June 2, 2005
---------------------
John Bohringer


/s/ Sylvia Quintero      Chief Financial Officer/Director           June 2, 2005
---------------------
Sylvia Quintero


                                       27
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                                DECEMBER 31, 2004



                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934



                            CELL WIRELESS CORPORATION




                                      F-1



<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


                                                                    PAGE
                                                                    ----

Report of Independent Registered  Certified Public Accountants       F-3

Consolidated Balance sheet at December 31, 2004                      F-4

Consolidated Statements of Operations for the years ended
   December 31, 2004 and 2003                                        F-5

Consolidated Statements of Deficiency Stockholders' Equity
   for the two years ended December 31, 2004                         F-6

Consolidated Statements of Cash flows for the years ended
   December 31, 2004 and 2003                                        F-7

Notes to Consolidated Financial Statements                           F-8 to F-13


                                      F-2
<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS


          REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------


Board of Directors
Cell Wireless Corporation
Tucson, AZ


We have audited the accompanying consolidated balance sheet of Cell Wireless
Corporation, formerly Arizona Aircraft Spare, Inc. ("Company") as of December
31, 2004, and the related consolidated statements of operations, deficiency in
stockholders' equity, and cash flows for each of the years in the two year
period ended December 31, 2004. 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 have conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cell Wireless
Corporation, formerly Arizona Aircraft Spares, Inc. as of December 31, 2004, and
the results of its operations, stockholders' equity and cash flows for each of
the two years in the period ended December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in the Note H to the
accompanying consolidated financial statements, the Company has suffered
recurring losses and is experiencing difficulty in generating sufficient cash
flow to meet it obligations and sustain its operations, which raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to this matter are described in Note H. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



                                    /s/ Russell Bedford Stefanou Mirchandani LLP
                                    --------------------------------------------
                                    Russell Bedford Stefanou Mirchandani LLP

New York, New York
May 10, 2005


                                      F-3
<PAGE>

                            CELL WIRELESS CORPORATION
                    (FORMERLY ARIZONA AIRCRAFT SPARES, INC.)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004


                                                                      2004
                                                                  -------------

                                     ASSETS
                                     ------

Current Assets
   Cash                                                           $         365
                                                                  -------------
         Total current assets                                               365

                                                                  $         365
                                                                  =============

               LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
               --------------------------------------------------

Current Liabilities
Accounts payable and accrued expenses (Notes C, and G)            $     284,643
                                                                  -------------
         Total Liabilities                                              284,643




Deficiency in Stockholders' Equity

Preferred Stock, $.001 Par Value, 10,000 000 Shares
   Authorized, No Shares Issued and Outstanding
Common Stock -$.001 Par Value - Authorized Shares
   - 500,000,000; Issued and Outstanding, 36,217,651                     36,218

Accumulated Deficit                                                    (320,496)
                                                                  -------------
Total Deficiency In Shareholder's Equity                               (284,278)

                                                                  $         365
                                                                  =============


   The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>

<TABLE>
                                 CELL WIRELESS CORPORATION
                         (FORMERLY ARIZONA AIRCRAFT SPARES, INC.)
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE YEARS ENDED DECEMBER 31,


                                                               2004              2003
                                                           ------------      ------------
<S>                                                        <C>               <C>
Expenses:
   General and administrative costs                        $    180,151      $     58,548
                                                           ------------      ------------
Total Operating Expenses                                        180,151            58,548
  Loss from continuing operations, before income taxes
    and discontinued operations                                (180,151)          (58,548)

Income (taxes) benefit                                               --                --
                                                           ------------      ------------
Loss from continuing operations, before discontinued
  operations                                                   (180,151)          (58,548)
Loss from discontinued operations                            (4,507,532)          (64,119)
                                                           ------------      ------------
Net Loss                                                   $ (4,687,683)     $   (122,667)
                                                           ============      ============

Income (loss) per common share (basic and assuming
  dilution)                                                $      (0.16)     $      (0.01)
                                                           ============      ============
Continuing Operations                                              (.00)             (.00)
Discontinued Operations                                    $       (.16)     $       (.01)

Weighted average number of common shares used in the
  computation of Loss or Earnings Per Share                  29,158,273        14,892,600
                                                           ============      ============


        The accompanying notes are an integral part of these financial statements.


                                           F-5
</TABLE>
<PAGE>
<TABLE>
                                                      CELL WIRELESS CORPORATION
                                              (FORMERLY ARIZONA AIRCRAFT SPARES, INC.)
                                    CONSOLIDATED STATEMENT OF DEFICIENCY IN SHAREHOLDERS' EQUITY
                                              FOR THE TWO YEARS ENDED DECEMBER 31, 2004

                                                                                                                          Total
                                                                                                                        Deficiency
                                                                         Additional                                        In
                                           Common         Stock           Paid-In      Subscription     Accumulated    Shareholders'
                                           Shares         Amount          Capital       Receivable       (Deficit)        Equity
                                        -----------     -----------     -----------     -----------     -----------     -----------
<S>                                      <C>            <C>             <C>             <C>             <C>             <C>
Balance at December 31, 2002
  (restated)                              1,000,000     $     1,000     $    99,000     $        --     $   132,088     $   232,088
Cancellation of private company
  shares July 16, 2003                   (1,000,000)         (1,000)          1,000              --              --              --
American Market Support
  Network, Inc outstanding
  shares held by existing
  shareholders at time of merger          5,225,650           5,226              --              --              --           5,226
Common stock issued July
  16, 2003 in connection
  with merger with American
Market Support Network, Inc.             19,658,397          19,658         (19,658)             --              --              --
Common stock issued for
  inventory to related party                600,000             600         599,400              --              --         600,000
Cancellation of common
  stock issued in
  connection with
  acquisition of inventory                 (600,000)           (600)       (599,400)             --              --        (600,000)
Common stock issued for
  previously incurred
  debt to related party                   1,000,000           1,000         999,000              --              --       1,000,000
Cancellation of common
  stock previously issued
  to Company officer                     (1,000,000)         (1,000)       (999,000)             --              --      (1,000,000)
Common stock issued in
  exchange for services
  rendered                                  100,000             100          59,900              --              --          60,000
Common stock issued in
  exchange for services
  rendered                                1,244,202           1,244          36,062              --              --          37,306

Common stock subscribed                   1,000,000           1,000         499,000        (500,000)             --              --

Net loss                                         --              --              --              --        (122,667)       (122,667)
                                        -----------     -----------     -----------     -----------     -----------     -----------
Balance at December 31, 2003             27,228,249          27,228         675,304        (500,000)          9,421         211,953
Common stock issued in exchange
  for cash, net of costs                  3,154,402           3,155         842,239              --              --         845,394

Common stock subscribed                     565,000             565         281,935        (282,500)             --              --

Common stock issued in
  exchange for services
  rendered and previously
  subscribed shares                       5,270,000           5,270       2,567,730         782,500              --       3,355,500
Spin off of Arizona Aircraft
  Spares, Inc. (Note B )                         --              --      (4,367,208)             --       4,357,787          (9,421)

Net loss                                         --              --              --              --      (4,687,683)     (4,687,683)
                                        -----------     -----------     -----------     -----------     -----------     -----------

Balances December 31, 2004               36,217,651     $    36,218     $        --     $        --     $  (320,496)    $  (284,278)
                                        ===========     ===========     ===========     ===========     ===========     ===========

                             The accompanying notes are an integral part of these financial statements.

                                                                F-6
</TABLE>
<PAGE>

<TABLE>
                                 CELL WIRELESS CORPORATION
                         (FORMERLY ARIZONA AIRCRAFT SPARES, INC.)
                           CONSOLIDATED STATEMENTS OF CASH FLOW
                       FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                2004              2003
                                                             -----------      -----------
<S>                                                          <C>              <C>
Cash Flow From Operating Activities
  Net loss                                                   $(4,687,683)     $  (122,667)
  Loss from discontinued operations                            4,310,717           64,119
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
Increase in accounts payable and accrued expenses, net           376,785           58,498
                                                             -----------      -----------
  Net cash (used in) Operating Activities                           (181)             (50)
                                                             -----------      -----------


Cash Flow to Investing Activities
  Cash Provided (Used) in Investing Activities                        --               --
                                                             -----------      -----------

Cash Flow to Financing Activities
  Cash Provided (Used) in Financing Activities                        --               --
                                                             -----------      -----------
  Net Increase (Decrease) in Cash Balances                          (181)             (50)

  Cash Balances at Beginning of Period                               545              595
                                                             -----------      -----------
  Cash Balance at End of Period                              $       364      $       545
                                                             ===========      ===========


        The accompanying notes are an integral part of these financial statements.


                                           F-7
</TABLE>
<PAGE>

                            CELL WIRELESS CORPORATION
                    (FORMERLY ARIZONA AIRCRAFT SPARES, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE A-SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

Description of the Business Activity
------------------------------------

Cell Wireless Corporation, formerly Arizona Aircraft Spares, Inc. ("Company" or
"Cell Wireless"), was formed in November, 2000 under the laws of the State of
Nevada. As of December 31, 2004, the Company had no operations and was in the
process of completing an acquisition of a privately-held business which provides
long distance telephone services and recapitalizing its capital structure (see
Notes B and I). The consolidated financial statements include the accounts of
the Company and its formerly wholly-owned subsidiary, Arizona Aircraft Spares,
Inc., a company formed under the laws of the state of Arizona ("Arizona
Aircraft"). All significant inter-company transactions have been eliminated in
consolidation (see Note B). The Company uses the equity method of accounting for
its investments in and earnings or losses of affiliates that it does not control
but over which it does exert significant influence.

In accordance with APB 18, the Company's share of losses of Arizona Aircraft
exceeds the carrying amount of an investment accounted for by the equity method
plus advances made by the investor. The investor ordinarily should discontinue
applying the equity method when the investment (and net advances) is reduced to
zero and should not provide for additional losses

Revenue Recognition
-------------------

For revenue from product sales, the Company recognizes revenue in accordance
with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collection of billing is reasonably assured. Determination
of criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collection of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.

Use of Estimates
----------------

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

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

Cash and cash equivalents consist of cash held in bank deposit accounts and
short term, highly liquid maturities of three months or less at the date of the
date of purchase. Cash equivalents are carried at amortized cost, which
approximate fair value.

Long-Lived Assets
-----------------

The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144). The Statement requires that long lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses or a
forecasted inability to achieve break even operating results over an extended
period. The Company evaluates the recoverability of long lived assets based upon
forecasted undercounted cash flows. Should impairment in value be indicated, the
carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.


                                      F-8
<PAGE>

Property and Equipment
----------------------

Property and equipment are recorded at cost. Minor additions and renewals are
expensed in the year incurred. Depreciation is calculated using the straight
line method over the estimated useful lives of the assets.

Net Loss Per Share
------------------

The Company computes earnings per share under Financial Accounting Standard No.
128, "Earnings per Share" (SFAS 128). Net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding during the year. Dilutive common
stock equivalents consist of shares issuable upon conversion of convertible
preferred shares and the exercise of the Company's stock options and warrants
(calculated using the treasury stock method). During 2004 and 2003, common stock
equivalents are not considered in the calculation of the weighted average number
of common shares outstanding because they would be anti-dilutive, thereby
decreasing the net loss per common share.

Concentration of Credit Risk
----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company will periodically review its
trade receivables in determining its allowance for doubtful accounts.

Income Taxes
------------

The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and assets
are determined based on the difference between financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Temporary differences between
taxable income reported for financial reporting purposes and income tax purposes
are insignificant.

Liquidity
---------

The Company is in the process of establishing a new business which will operate
a telecommunications multilevel marketing business (see Notes B and H). As shown
in the accompanying financial statements, the Company incurred a net loss from
continuing operations of $ 180,151 and $58,548 during the years ended December
31, 2004 and 2003, respectively. The Company's current liabilities exceeded its
assets liabilities by  $ 284,278  as of December 31, 2004. Consequently, its
operations are subject to all risks inherent in the establishment of a new
business enterprise.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

Stock Based Compensation
------------------------

In December 2002, the FASB issued Statement of Financial Accounting Standards
No.148 (SFAS No.148), "Accounting for Stock-based Compensation- Transition and
Disclosure-an amendment of SFAS 123 ". This statement amends SFAS No.123,
"Accounting for stock based Compensation "to provide alternative methods of
transition for a voluntary charge to the fair value based method of accounting
for stock based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No.123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock based
compensation using the intrinsic value method prescribed in APB Opinion No.25
and related interpretations. Accordingly, compensation expense for stock options
is measured as excess, if any, of the fair market value of the Company's stock
at the date of the grant over the exercise price of the related option. The
Company has adopted the annual disclosure provisions of SFAS No.148 in its
financial reports for the years ended after December 31, 2002. The Company does
not have any awards of stock-based employee compensation issued and outstanding
at December 31, 2004.


                                      F-9
<PAGE>

FOREIGN CURRENCY TRANSLATION
----------------------------

The Company translates the foreign currency financial statements in accordance
with the requirements of Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation." Assets and liabilities are translated at current
exchange rates in effect during the period. Resulting translation adjustments
are recorded as a separate component in stockholder's equity. Foreign currency
transaction gains and losses are included in the statement of operations.

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

The Company follows the policy of charging the costs of advertising to expenses
incurred. The Company incurred no advertising costs during the years ended
December 31, 2004 and 2003.

Recent Accounting Pronouncements
--------------------------------

In December 2004, the FASB issued SFAS No.123 (revised 2004) (SFAS No. 123R),
Shared-Based Payment, that addresses the accounting for share-based payment
transactions in which a company receives employee services in exchange for
either equity instruments of the Company or liabilities that are based on the
fair value of the Company's equity instruments or that may be settled by the
issuance of such equity instruments. The standard requires public companies to
value employee stock options and stock issued under employee stock purchase
plans using fair value based method on the grant date and record stock-based
compensation expense over the service period or the vesting period. The standard
also requires public companies to initially measure the cost of liability based
service awards based on its current fair value; the fair value of that award
will be remeasured subsequently at each reporting date through the settlement.
Changes in fair value during the requisite service period will be recognized as
compensati on cost over that period. We are required to adopt the new standard
for interim or annual periods beginning after June 15, 2005. Upon the adoption
of SFAS No. 123R, we can elect to recognize stock-based compensation related to
employees equity awards in our consolidated statements of operations using fair
value based method on a modified prospective basis and disclose the pro forma
effect on net income or loss assuming the use of fair value based method in the
notes to the consolidated financial statements for periods prior to the
adoption. Even though we currently account for equity awards granted to our
employees using the intrinsic value method under APB No. 25, we do not expect
the adoption of SFAS No. 123R to initially have a significant impact on our
financial position and results of operations.

NOTE B - SPIN-OFF AND DISCONTINUED OPERATIONS

On December 30, 2004, the Company initiated the spin-off and distribution (the
"Distribution" or "Arizona Aircraft Spin-off") to its shareholders and former
Management of an amount equal to approximately eighty percent (80%) of the
shares of its formerly wholly-owned and sole operating business segment and
subsidiary, Arizona Aircraft Spares, Inc., an Arizona corporation ("Arizona
Aircraft").

Under the Distribution, the shareholders of record as of December 28, 2004,
shall receive a dividend of approximately one (1) share of Arizona Aircraft for
every 9 shares of common stock of Cell Wireless Corporation held by them at that
date, or an aggregate amount equal to 4,000,000 shares of Arizona Aircraft
Spares common stock. The Distribution of the 4,000,000 shares to the Company's
shareholders shall be completed subsequent to the date of the financial
statements. The total distribution of 4,000,000 common shares will be issued
pro-rata to 36,217,651 shares in the ratio held at December 30, 2004.

In addition, Arizona Aircraft Spares issued four million (4,000,000) shares of
Arizona Aircraft Spares, Inc. common stock to former senior Management
subsequent to the Arizona Aircraft spin-Off, 2,000,000 of these shares were
issued subsequent to year end.

There is no operating or business relationships between Cell Wireless and
Arizona Aircraft at the spin off date or any relationship currently planned.

The Company's investment in Arizona Aircraft represents 20% interest in that
corporation's outstanding common stock. The Company does not have the ability to
exercise significant influence over operating and financial policies, as defined
under FIN No. 46 and accordingly initially accounted for the investment in
Arizona Aircraft using the equity method of accounting. The estimated fair value
of the investment is $0 as of December 31, 2004, and in accordance with APB 18,
the Company has discontinued applying the equity method of accounting in
connection with this investment.

As a result of the spin-off of Arizona Aircraft , the Company has
de-consolidated Arizona Aircraft as of December 30, 2004 by reducing
consolidated retained earnings (deficit) in the amount of the net liabilities of
Arizona Aircraft of $ 4,357,787.


                                      F-10
<PAGE>

As a result of the spin-off of Arizona Aircraft Spares, the Company accounted
for the business segment as a discontinued operation, and accordingly, the
amounts in the financial statements and related notes for all periods shown have
been restated to reflect discontinued operations accounting. Accordingly, cash
flows from the Arizona Aircraft Spares operations are reported as "net cash
provided by (used in) discontinued operations" whether associated with
operating, investing or financing activities.

The financial statements reflect the operating results of the discontinued
operations separately from continuing operations. Prior years have been
restated. Operating results for the discontinued operations for the years ended
December 31, 2004 and 2003 were:

                                                     2004             2003
                                                 -----------      -----------

Revenues                                         $   527,504      $ 1,007,612
Expenses                                           5,035,036        1,071,731
                                                 -----------      -----------
Net loss before tax                               (4,507,532)         (64,119)
Income tax provision (benefit)                            --               --
                                                 -----------      -----------

Loss on discontinued operations , net of tax     $(4,507,532)     $   (64,119)
                                                 ===========      ===========


NOTE C - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable for and accrued expenses at December 31, 2004 consist of the
following:

                  Accounts payable     $    44,794
                  Accrued expenses         239,829
                                       -----------
                  Total                $   284,623
                                       ===========


NOTE D- RELATED PARTY TRANSACTIONS

During the year ended December 31, 2004, 1Cellnet LLC advanced funds to the
Company for working capital purposes in the form of a non-interest bearing
unsecured promissory note payable on demand. The net amount of the advances due
1Cellnet at December 31, 2004 is $ 43,014 and is included in accrued expenses
(see Note C).


NOTE E - CAPITAL STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock, with
$0.001 par value per share. As of December 31, 2004, there are no preferred
shares issued and outstanding. The Company is authorized to issue 500,000,000
shares of common stock, with $0.001 par value per share. As of December 31,
2004, the Company has issued and outstanding 36,217,651 of common stock.

During 2004, the Company sold 3,154,402 shares of common stock for cash to
investors for an aggregate amount $845,394.

The Company also issued 5,270,000 shares of common stock to employees and
consultants in exchange for services rendered valued at $3,355,500 and charged
to operating expenses. The amount included the value of 565,000 shares of
subscribed for and unpaid shares of common stock. The Company valued the shares
issued for consulting services at the rate which represents the fair value of
the services received which did not differ materially from the value of the
stock issued.

NOTE F - STOCK OPTIONS AND WARRANTS

Non-Employee warrants
---------------------

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company. These options were granted in lieu of cash
compensation in connection with issuance of the Company's debt.


<TABLE>
                              Warrants Outstanding                                 Warrants Exercisable
                              --------------------                                 --------------------
                                         Weighted Average         Weighed                       Weighted
                         Number        Remaining Contractual      Average         Number        Average
   Exercise Prices     Outstanding         Life (Years)        Exercise Price  Exercisable   Exercise Price
   ---------------     -----------         ------------        --------------  -----------   --------------
<S>                      <C>                   <C>                 <C>            <C>            <C>
        $ .10            50,000                4.0                 $ .10          50,000         $ .10
</TABLE>

Transactions involving warrants issued to non-employees are summarized as
follows:
                                                                Weighted Average
                                             Number of Shares    Price Per Share
                                             ----------------    ---------------

         Outstanding at January 1, 2003
            Granted                                50,000           $    .10
            Exercised                                  --                 --
            Canceled or expired                        --                 --
                                                ---------           --------
         Outstanding at December 31, 2003          50,000                 --
            Granted                                    --                 --
            Exercised                                  --                 --
            Canceled or expired                        --                 --
                                                ---------           --------
         Outstanding at December 31, 2004          50,000           $    .10
                                                =========           ========


                                      F-11
<PAGE>

NOTE G - COMMITMENTS AND CONTINGENCIES

Litigation
----------

Shortly after the announced asset acquisition agreement between the Company and
1Cellnet, a lawsuit was filed for collection of a secured promissory note of
Arizona Aircraft  in the approximate amount of $218,470 representing
the amounts due on the note, interest, legal fees and settlement costs.

On March 17, 2005, Cell Wireless agreed to pay the outstanding debt and the
Court dismissed the legal action with prejudice. In connection with the
settlement, the Company agreed to pay $192,475 over a period of 12 months
beginning in March, 2005, with equal payments of $16,062 and interest in the
amount of $9,637 on March 15, 2006. At December 31, 2004, the Company has
accrued a liability of $ 192,475 in connection with the litigation.

From time to time, claims are made against the Company in the ordinary course of
our business, which could result in litigation. Claims and associated litigation
are subject to inherent uncertainties and unfavorable outcomes could occur, such
as monetary damages, fines, penalties or injunctions prohibiting the Company
from selling one or more products or engaging in other activities. The
occurrence of an unfavorable outcome in any specific period could have a
material adverse affect on the Company's results of operations for that period
or future periods.

Lease Commitments
-----------------

The Company leases office space on a month to month basis at the rate of $1,300
per month.

Rental expenses charged to operations for the years ended December 31, 2004 and
2003 and included in net loss from discontinued operations are $83,004 and
$83,004, respectively.

Consulting Agreements
---------------------

The Company has consulting agreements with outside contractors, certain of whom
are also Company shareholders. The Agreements are generally for a term of 12
months from inception and renewable automatically from year to year unless
either the Company or Consultant terminates such engagement by written notice.


NOTE H - GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the accompanying financial statements
during the years ended December 31, 2004 and 2003, the Company incurred losses
from operations of $ 180,151 and $ 58,548, respectively. The Company's current
liabilities exceeded its assets liabilities by $ 284,278 as of December 31,
2004. The Company has also undergone a recapitalization in connection with
establishing a new business and its operations are subject to all risks inherent
in the establishment of a new business enterprise. These factors among others
may indicate that the Company will be unable to continue as a going concern for
a reasonable period of time.

The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the
Company will be successful in its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
Management believes that the Company can continue to operate. However, no
assurance can be given that Management's actions will result in profitable
operations or the resolution of its liquidity problems.

The Company's existence is dependent upon Management's ability to develop
profitable operations and resolve it's liquidity problems. Management
anticipates the Company will attain profitable status and improve its liquidity
through the continued developing, marketing and selling of its services and
additional equity investment in the Company. The accompanying financial
statements do not include any adjustments that might result should the Company
be unable to continue as a going concern.


NOTE I - SUBSEQUENT EVENTS

Acquisition and Capital Restructure
-----------------------------------

On November 15, 2004, the Company entered into an Asset Purchase Agreement
("Agreement") with 1Cellnet LLC, a limited liability company formed under the
laws of the State of Delaware ("1Cellnet") a privately held company operating a
telecommunications multi-level marketing business in the Country of Australia.
The Company consummated the acquisition of the 1Cellnet assets on March 9, 2005.


                                      F-12
<PAGE>

In connection with the Agreement, the Company issued 59,078,619 shares of its
restricted common stock to 1Cellnet  and assumed certain 1Cellnet
liabilities in exchange for 1Cellnet assets. In addition, certain principal
officers of 1Cellnet acquired 17,158,397 shares of the Company's common stock
held by its former President and Chief Executive Officer in exchange for
$435,000 and a promissory in the amount of $200,000. As a result, 1Cellnet and
its principals own eighty percent (80%) of the Company.

Separately, the Company agreed to issue to its former President and
Chief Executive Officer a warrant to acquire 1,000,000 shares of the Company's
common stock with an exercise price of $.30 per share and a warrant to acquire
1,000,000 shares of the Company's common stock at $1.00 per share. The warrants
expire two (2) years from the date of issuance and will be accounted for as an
organization cost pursuant to SOP 98-5.

At the time of the Agreement, the Company was an inactive publicly registered
shell corporation with no significant assets or operations. As a result of the
Agreement, 1Cellnet owned eighty percent (80%) of the Company's issued and
outstanding shares, there was a change in control of the Company, and in
accordance with SFAS No. 141, 1Cellnet is the acquiring entity. While the
transaction is accounted for using the purchase method of accounting, in
substance the Agreement is a recapitalization of the Company's capital
structure.

For accounting purposes, the Company has accounted for the transaction as a
reverse acquisition and 1Cellnet shall be the surviving entity. The total
carrying value of net assets acquired was $ 3,431,736 which included
Intellectual Property of $2,977,500. The Company did not recognize goodwill or
any other intangible assets in connection with the transaction.

Effective with the Agreement, substantially all of 1Cellnet's assets were
exchanged for an aggregate of 59,078,619 shares of the Company's restricted
common stock. The value of the stock that was issued was the historical cost of
the Company's net tangible assets, which did not differ materially from their
fair value.

In connection with the Agreement, the Company's shareholders voted to change its
name to Cell Wireless Corporation and increase its authorized shares of $.001
par value common stock from 40,000,000 to 500,000,000.

The Company has not filed historical audited financial statements of 1Cellnet,
LLC business as required under Rule 3-05 of Regulation S-X. As soon as the audit
of the financial statements has been completed, the Company shall file the
financial statements on SEC Form 8-K/A.

The following unaudited pro forma information summarizes the combined results of
operations as if the acquisition of the 1Cellnet assets and accompanying
recapitalization of the Company has occurred at the beginning of 2004:

                             (UNAUDITED)
                             -----------
         Net sales                                               $ 21,955,450
         Net  (loss) available for common shareholders             (1,984,618)
         (Loss) per common share - basic                         $     (0.055)
           (Loss) per common share- diluted                      $     (0.021)
         Total assets                                               3,696,109
         Total stockholders' equity                              $  2,975,357


                                      F-13