UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1


(Mark One)
[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934 For the fiscal year ended December 31, 2005

[ ]    TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES  EXCHANGE
       ACT OF 1934
For the transition period from               to
                               --------------   --------------

                        Commission file number: 333-49388
                       CHINA WIRELESS COMMUNICATIONS, INC.
                 (Name of small business issuer in its charter)

                NEVADA                               91-1966948
    (State or other jurisdiction                  (I.R.S. Employer
  of incorporation or organization)              Identification No.)

              1746 COLE BOULEVARD, SUITE 225, GOLDEN, CO 80401-3210
               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone number: 303-277-9968

       Securities registered under Section 12(b) of the Exchange Act: NONE
       Securities registered under Section 12(g) of the Exchange Act: NONE

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

NOTE - Checking the box above will not relieve any  registrant  required to file
reports  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  from  their
obligations under those Sections.

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [x] No

State issuer's revenues for its most recent fiscal year:  $338,215

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $14,829,497 AS OF MARCH 31, 2006

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 122,025,069 AS OF MARCH 31, 2006.

Transitional Small Business Disclosure Format (Check one): Yes      ; No  X
                                                              ------    ------


<PAGE>

                                EXPLANATORY NOTE



            This Amended Report on Form 10-KSB/A (Form 10-KSB/A") is being filed
as Amendment No. 1 to the Company's  Annual Report on Form 10-KSB for the fiscal
year ended  December 31, 2005,  which was filed with the Securities and Exchange
Commission  ("SEC") on May 22, 2006.  The Company is filing this Amendment No. 1
in order to correct its financial  statements.  The financial  statements in the
original filing  inadvertently  contained (i) an error in the total  liabilities
and  stockholders'  deficit total on the balance sheet; (ii) errors for net loss
per share on the Statement of Operations; and (iii) errors in additional paid-in
capital and accumulated deficit on the Statement of Shareholders' Equity.



            As a result of this Amendment No. 1, the certifications  pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the original
filing,  have been re-executed and re-filed as of the date of this Amendment No.
1 on Form 10-KSB/A.


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         We caution readers regarding  forward looking  statements found in this
report and in any other  statement made by, or on our behalf,  whether or not in
future  filings with the  Securities  and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any  forward-looking
statements  made by or on our  behalf.  We  disclaim  any  obligation  to update
forward-looking statements.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

CORPORATE BACKGROUND

         We were  originally  incorporated  in Nevada on March 8, 1999 under the
name AVL SYS  International  Inc ("AVL SYS").  On March 9, 2000, AVL SYS changed
its name to I-Track, Inc ("ITI"). Effective September 30, 2001, ITI entered into
an exclusive worldwide  distribution agreement with AVL Information Systems Ltd.
("AVL"),  an affiliated  Canadian public company.  Under the agreement,  ITI was
licensed to market and distribute all of the products  manufactured  by AVL. The
exclusive  distribution  agreement  with AVL was cancelled in September  2002 at
which point ITI began to seek another business  opportunity.  On March 21, 2003,
ITI entered into an "Assignment and Assumption  Agreement" with AVL, whereby ITI
distributed  to AVL all its  assets  and AVL  assumed  all  liabilities  of ITI.
Accordingly,  as of March 21,  2003,  ITI  entirely  ceased  its prior  business
operations.

         On March 22,  2003,  ITI  acquired  all of the issued  and  outstanding
shares  of  Strategic  Communications  Partners,  Inc.,  a  Wyoming  corporation
("SCP"),  pursuant  to the  terms  of a Share  Exchange  Agreement.  A total  of
19,000,000   restricted  shares  of  ITI's  common  stock  were  issued  to  the
shareholders  of SCP,  resulting  in the  SCP  shareholders  as a  group  owning
approximately 88.4% of the outstanding shares of common stock. At this time, SCP
became a wholly owned  subsidiary.  On March 24, 2003,  in  connection  with our
acquisition  of SCP,  ITI's name was changed to China  Wireless  Communications,
Inc.

         SCP was  incorporated  in the  State of  Wyoming  on August  13,  2002.
Through  a  subsidiary  in  China,  Strategic  Communications  Partners  Limited
("SCPL"), it provided financial,  technical,  and marketing services in Beijing,
People's  Republic  of China  ("PRC").  SCPL was  incorporated  in Hong  Kong on
December  9,  2002.  SCPL's  business  activities  to  date  consist  solely  of
supporting the Beijing operations.  On March 4, 2003, SCPL set up a wholly owned
enterprise,  Beijing In-Touch  Information  System Co. Ltd.  ("In-Touch") in the
PRC.  Effective July 31, 2004, SCP was merged into us. SCPL then became a direct
subsidiary of us as a result of the merger.


                                       2
<PAGE>

         In-Touch  provided  broadband  data,  video  and  voice  communications
services  to  customers  that were not served by existing  landline  based fiber
networks.  During the quarter ended December 31, 2004, we closed In-Touch due to
high  operational  expenses  incurred and flat  sales/revenue  generation of the
transport  business in 2004.  All office  leases were  terminated  and transport
equipment returned to respective vendors.  Additionally, all staff and employees
were terminated effective October 1, 2004.

         In August 2003,  we signed a contract with MCI  International  Ltd. Co.
("MCI"),  with the intent to provide MCI's  asynchronous  transport mode ("ATM")
services to markets in North America,  the South  Pacific,  Asia and Europe (the
"MCI Agreement").  We never utilized the ATM and the circuit was disconnected in
September 2005.

         In December  2004,  we signed a  strategic  consulting  agreement  with
Jiaxin  Consulting  Group,  Inc., a British Columbia  corporation  ("Jiaxin") to
obtain assistance in financial asset management,  financial  internal  controls,
operational  oversight,  and business development in China. On March 8, 2005, we
entered  into a  strategic  agreement  with  Jiaxin for the purpose of forming a
holding  company for our Chinese  operations  and  incorporated  CJ  Information
Technology  Company in Nevada on March 10,  2005.  We own 51% of CJ  Information
Technology  Company,  while Jiaxin owns 49%. Our original plan was to acquire an
interest in Tianjin Create Co., a systems integration and information technology
company located in Tianjin,  China ("Tianjin Create Co.") through CJ Information
Technology  Company.  However,  we have since  reassessed our business model and
have determined to change the focus of our business.  As part of this change, we
terminated  our  agreements  with  Jiaxin  in June 2005 in order to focus on our
investment in Tianjin  Create Co., as more fully  described  below.  As such, CJ
Information  Technology  Company has been dormant  since its  inception in March
2005.

         We are now  working to change our  business  from the  management  of a
wireless  broadband network to the development of technology  integration and IP
services  in  China.   Part  of  this  effort  involves  seeking   complementary
technologies  to build a broad base of products  and  services to be marketed in
China  as well as in North  America.  This  broad  focus  incorporates  vertical
integration of telephony,  IP security,  manufacturing,  medical and industrial.
Investments in these industries will be based on a company's  positive financial
cash flow, strong management, unique or superior technology/innovation,  and its
value to the overall corporation's portfolio of companies.


         On May 24, 2005,  we entered into a letter  agreement to acquire 51% of
the stock of Tianjin Create Co. for total consideration of $53,840, comprised of
cash in the amount of $40,379 and 448,665  shares of our common  stock valued at
$0.03 per share,  (a total of $13,460 in our common  stock).  We have since paid
$13,460 in common stock and cash of $8,000 to the founders of Tianjin Create Co.
On May 18,  2006,  we  entered  into an amended  agreement  whereby we agreed to
further pay $105,307 in cash to the founders of Tianjin Create Co. by August 31,
2006.


         We  acquired  Tianjin  Create  Co.  in part  because  of its  strategic
location  in  Tianjin  City,  the  third  largest  city in  China.  Also,  as an
established,  young,  forward-looking  company  with  a  customer  base  in  the
education, oil and gas, banking,  brokerage,  commercial and government sectors,
Tianjin Create Co. provides a solid base to rebuild our presence in China.

INDUSTRY BACKGROUND

         With over 60 million  users,  China has  surpassed  Japan to become the
world's second largest  Internet market.  Enterprises have installed  high-speed
local area networks to support bandwidth-intensive  applications,  and the large
monopoly  carriers have invested  hundreds of millions of dollars in fiber optic
networks to provide massive backbone network capacity.

         The opportunity to provide high-speed  wireless broadband for customers
utilizing  existing carriers transport as well as broadband radio transport will
now be  part  of our  overall  strategy  to  become  an  information  technology
provider. We will utilize proven information technology to complete and meet end
users' business  objectives as well as increased revenue for the company.  These
customers  would  include  commercial  business,   universities  and  government
enterprises.



                                       3
<PAGE>

         The  communications  and  information  services  industries  are highly
competitive.  Many of our existing and  potential  competitors  have  financial,
personnel,  marketing and other resources  significantly greater than ours. Many
of these competitors have the added  competitive  advantage of a larger existing
customer base. In addition,  significant new competitors could arise as a result
of:

-the recent increased consolidation in the industry;
-further technological advances; and
-further deregulation and other regulatory initiatives.

If we are unable to  compete  successfully,  our  business  could be  materially
adversely affected.

COMPLIANCE WITH GOVERNMENTAL REGULATIONS

         Our  operations  and  partnerships  are  subject to  various  levels of
government  controls and regulations in the PRC. As a result,  we may be exposed
to certain risks  associated  with,  among others,  the political,  economic and
legal  environment and foreign currency  exchange.  Our results may be adversely
affected by change in the  political  and social  conditions  in the PRC, and by
changes  in  governmental   policies  with  respect  to  laws  and  regulations,
anti-inflationary  measures,  currency  conversion,  and remittance  abroad, and
rates and methods of taxation,  among others.  Our  management  does not believe
these risks to be significant.  We cannot assure you,  however,  that changes in
political and other conditions will not result in any adverse impact.


EMPLOYEES

         As of  March  31,  2006,  we have  including  Tianjin  Create  Co.,  15
full-time employees.


ITEM 2.  DESCRIPTION OF PROPERTY.

         Our  principal  executive  offices are located at 1746 Cole  Boulevard,
Suite 225, Golden,  Colorado,  where we lease  approximately  800 square feet of
space on a lease expiring in August 2005.

ITEM 3.  LEGAL PROCEEDINGS.

         None.

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

         None.


                                     PART II

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

         Our common  stock was  approved  for  trading  on the  over-the-counter
bulletin board  ("OTCBB") under the symbol "ITRK" on August 7, 2001. On December
2, 2002, the symbol was changed to "ITCK" and there was a 1-for-20 reverse stock
split. On March 28, 2003, the symbol was changed to "CWLC", after we changed our
name to China Wireless  Communications,  Inc. The following table sets forth the
range of high and low closing bid quotations of our common stock for each fiscal
quarter shown, as adjusted to reflect the reverse stock split:



                                       4
<PAGE>

                                                     BID OR TRADE PRICES
                                                   HIGH               LOW
                                                   ----               ---
        2004 FISCAL YEAR

        Quarter Ending 03/31/04...............    $ 0.89            $ 0.460
        Quarter Ending 06/30/04...............    $ 0.61            $ 0.175
        Quarter Ending 09/30/04...............    $ 0.40            $ 0.041
        Quarter Ending 12/31/04...............    $ 0.18            $ 0.036


                                                   HIGH               LOW
                                                   ----               ---
        2005 FISCAL YEAR

        Quarter Ending 03/31/05...............    $ 0.06             $ 0.06
        Quarter Ending 06/30/05...............    $ 0.03             $ 0.02
        Quarter Ending 09/30/05...............    $ 0.04             $ 0.04
        Quarter Ending 12/31/05...............    $ 0.02             $ 0.02
        Quarter Ending 03/31/06...............    $ 0.20             $ 0.01


         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up,  mark-down,  or commission  and may not  necessarily  represent  actual
transactions.

         As of December 31, 2005, there were approximately 246 record holders of
our common stock

         During  the last  three  fiscal  years,  no cash  dividends  have  been
declared on our common stock and we do not  anticipate  that  dividends  will be
paid in the foreseeable future.

         During  quarter  ended  December  31,  2005 there were no  unregistered
securities issued.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

        On  March  22,  2003,  I-Track  Inc.  acquired  all  of the  issued  and
outstanding  shares  of  Strategic  Communications  Partners,  Inc.,  a  Wyoming
corporation  ("SCP"),  pursuant  to the  terms  of a Share  Exchange  Agreement,
resulting in the  shareholders and management of SCP having actual and effective
control of I-Track  Inc. On March 24,  2003,  I-Track  Inc.  changed its name to
China Wireless Communications, Inc. to better reflect the business activities of
the company.

         We were in the  development  stages in 2003 and 2004 and  continued  to
maintain a high cost for  operations  with very  little  sales/revenue  value to
achieve  breakeven.  SCP had no revenues in 2002. We began to record revenues in
June 2003. The primary activities during 2003 included:  the finalization of our
analysis of the market in Beijing and China for wireless broadband; setting up a
Beijing office with a sales,  engineering and administrative staff to market and
support  the sale of our high speed  wireless  broadband  services;  negotiating
agreements and alliances with its partners to allow In-Touch to sell it services
and value-added  products;  and the initiation of the  construction of its fixed
wireless broadband network system in Beijing.

         During the quarter ended  December 31, 2004, we closed  In-Touch due to
high  operational  expenses  incurred and flat  sales/revenue  generation of the
transport  business in 2004.  All office  leases were  terminated  and transport
equipment returned to respective vendors.  Additionally, all staff and employees
were terminated effective October 1, 2004. We are continuing our transition from
management  of a wireless  broadband  network to the  development  of technology
integration  and IP services  in China.  Part of this  effort  involves  seeking
complementary  technologies to build a broad base of products and services to be
marketed in China as well as in North  America.  This broad  focus


                                       5
<PAGE>

incorporates  vertical  integration  of telephony,  IP security,  manufacturing,
medical  and  industrial.  Investments  in these  industries  will be based on a
company's positive  financial cash flow, strong  management,  unique or superior
technology/innovation,  and its value to the overall corporation's  portfolio of
companies.

         In December  2004,  we signed a  strategic  consulting  agreement  with
Jiaxin  Consulting  Group,  Inc., a British Columbia  corporation  ("Jiaxin") to
obtain assistance in financial asset management,  financial  internal  controls,
operational  oversight,  and business development in China. On March 8, 2005, we
entered  into a  strategic  agreement  with  Jiaxin for the purpose of forming a
holding  company for our Chinese  operations  and  incorporated  CJ  Information
Technology  Company in Nevada on March 10,  2005.  We own 51% of CJ  Information
Technology  Company,  while Jiaxin owns 49%. Our original plan was to acquire an
interest  in Tianjin  Create  Co.  through CJ  Information  Technology  Company.
However,  we have since  reassessed  our business  model and have  determined to
change the focus of our  business.  As part of this change,  we  terminated  our
agreements  with  Jiaxin  in June  2005 in order to focus on our  investment  in
Tianjin  Create Co., as more fully  described  below.  As such,  CJ  Information
Technology Company has been dormant since its inception in March 2005.


         In  furtherance of our  transition  plans,  on May 24, 2005, we entered
into a letter  agreement  to acquire 51% of the stock of Tianjin  Create Co. for
total  consideration of $53,840,  comprised of cash in the amount of $40,379 and
448,665  shares of our  common  stock  valued at $0.03  per  share,  (a total of
$13,460 in our common  stock).  We have since paid  $13,460 in common  stock and
cash of $8,000 to the founders of Tianjin Create Co. On May 18, 2006, we entered
into an amended  agreement  whereby we agreed to further pay $105,307 in cash to
the founders of Tianjin Create Co. by August 31, 2006.



         Tianjin  Create Co.  was  established  in  2002 by  Frank Li, a  former
professor of engineering  at NanKai  University.  We acquired  Tianjin Create in
part because of its strategic  location in Tianjin City,  the third largest city
in China.  We  believe  that  Tianjin  Create  provides  a solid  base for China
Wireless  to rebuild  its  presence  in China.  Through  Tianjin  Create Co., we
provide  information  technology  and IP  services  to  customers  in China.  In
addition, we will be able to offer a broad base of information technologies from
IP security, wireless broadband, Wi-Fi, to "last mile" transport connections.


GOING CONCERN


         The accompanying  consolidated  financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of us as a going concern. We incurred
a net loss for the year ended December 31, 2005 of  $1,960,714,  and at December
31, 2005 had an accumulated deficit of $10,593,741 and a working capital deficit
of  $395,921.  These  conditions  raise  substantial  doubt as to our ability to
continue as a going  concern.  These  consolidated  financial  statements do not
include any adjustments that might result from the outcome of this  uncertainty.
These consolidated  financial statements do not include any adjustments relating
to the recoverability  and classification of recorded asset amounts,  or amounts
and  classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.


         We are currently  developing  strategic  partnerships with firms in the
United  States,  Canada,  and Asia to raise capital for the purpose of acquiring
firms in the PRC engaged in  information  technology  integration,  providing IP
services,   technology   consulting  and  manufacturing  of  related  technology
products.  Our  ability to  continue as a going  concern is  dependent  upon the
successful implementation of a business plan and ultimately achieving profitable
operations.  However,  there is no  assurance  that we will be able to raise the
necessary capital to execute our business  strategy.  Our inability to raise the
required capital or implement our business strategy successfully could adversely
impact our business and prospects.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and judgments  that affect the reported  amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets
and  liabilities.  On an ongoing basis,  we evaluate our estimates.  We base our
estimates on  historical  experience  and on various other  assumptions  that we
believe to be reasonable under the circumstances,  the results of


                                       6
<PAGE>

which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions;  however,
we believe that our estimates,  including those for the  above-described  items,
are reasonable.

FOREIGN CURRENCIES

         Transactions  in  foreign  currencies  are  translated  at the rates of
exchange  on  the  dates  of  transactions.   Monetary  assets  and  liabilities
denominated in foreign  currencies at year-end are translated at the approximate
rates ruling at the balance sheet date.  Non-monetary assets and liabilities are
translated  at the  rates  of  exchange  prevailing  at the  time  the  asset or
liability was acquired.

CHINESE TAX HOLIDAY

         To  date,  all  of our  revenues  have  been  generated  in the  PRC by
In-Touch. As a high-tech enterprise, In-Touch was exempt from the PRC enterprise
income tax from 2003 to 2005,  followed  by a 50%  reduction  for the next three
years.


RESULTS OF OPERATIONS

         In the quarter  ended  September  30,  2004,  we began to evaluate  the
continued high cost versus revenue  generation.  Our management team came to the
conclusion that efforts must be made to reduce  operational  costs and focus the
sales efforts to services that brought immediate value to the network.  However,
we did not have the  funding  resources  to  continue to invest into the Beijing
In-Touch operations unless the revenues increased significantly. We re-evaluated
the  assets  and  capability  of  In-Touch  to  continue  as  a  profitable  and
value-added business.  Therefore, late in the 3rd quarter of 2004, it was deemed
imperative  that we seek an alternative  plan to recover the business and regain
shareholder confidence in the company.


         In December of 2004,  we closed  In-Touch in Beijing.  The  decision to
discontinue its operations was due to higher than expected  operating costs, the
inability to acquire the necessary  infrastructure,  and increased  competition.
Revenues  from our  operations  prior to  December  2004 had been  generated  by
In-Touch.  Due to the closing of In-Touch, our statements of operations for 2004
did not reflect any revenues.  Instead,  our  statements  reflected  losses from
discontinued  operations  of  $3,009,949  for  fiscal  year 2004.  In 2005,  our
revenues  were  $338,215  and we had no  losses  from  discontinued  operations.
Operating  expenses  for the year ended  December  31, 2005 were  $2,028,385  as
compared to $3,106,942  for the year ended December 31, 2004. Net losses for the
years  ended  December  31,  2005  and  2004  were  $1,960,714  and  $4,029,162,
respectively.  Operating  expenses  for year ended  December  31, 2005  included
$1,927,876 relating to issuance of stock for compensation.



         In June 2005,  we  terminated  our  agreements  with Jiaxin in order to
focus on our  investment  in Tianjin  Create Co.  Additionally,  CJ  Information
Technology  Company has been  dormant  since its  inception  in March  2005.  In
furtherance of our transition  plans,  on May 24, 2005, we entered into a letter
agreement  to  acquire  51% of  the  stock  of  Tianjin  Create  Co.  for  total
consideration of $53,840, comprised of cash in the amount of $40,379 and 448,665
shares of our common stock valued at $0.03 per share, (a total of $13,460 in our
common stock).  We have since paid $13,460 in common stock and cash of $8,000 to
the founders of Tianjin  Create Co. On May 18, 2006,  we entered into an amended
agreement  whereby we agreed to further pay  $105,307 in cash to the founders of
Tianjin Create Co. by August 31, 2006.


LIQUIDITY AND CAPITAL RESOURCES


         At December 31, 2005,  we had current assets of $101,623 as compared to
$4,789 at December 31, 2004, and current liabilities of $497,544 at December 31,
2005, as compared to $449,004 at December 31, 2004, resulting in working capital
deficits of $395,921  and  $444,215 at December  31, 2005 and December 31, 2004,
respectively.


         For the year ended  December 31, 2005, we used $160,025 of cash for our
operating activities,  while financing  activities,  which consisted of proceeds
from the issuance of our common stock and borrowing,  provided cash of $190,267.
Investing  activities  also  used  cashed of  $20,252,  which  consisted  of the
acquisition of fixed assets.  In comparison,  during 2004, we used $1,066,583 of
cash for operating  activities  and $422,436 for a decrease in


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<PAGE>

pledged  deposits and the  discontinued  operations,  which cash of $645,130 was
provided by financing activities. Financing activities consisted of sales of our
common stock and borrowing.

PLAN OF OPERATION

         We  are  focusing  our  efforts  on  becoming  a  premier   information
technology  company.  We believe  that the  information  technology  business is
beginning  to develop  quickly in China and that we can be a major player in its
development.  Additionally,  we have  identified  several  unique and innovative
North American  technologies that can be marketed to business customers in China
through our subsidiary,  Tianjin Create Co. As the Company begins to execute its
business  plan, we will utilize the  leadership of Tianjin Create Co. to oversee
and manage the operations in China.  Staffing  levels in China will be increased
only as required or as such action is required due to business growth.

         The  acquisition of Tianjin Create Co. has  reestablished  our business
presence in China as we build upon its  existing  business  and  experience.  We
manage all of our  operations in China via Tianjin Create Co. Tianjin Create Co.
is a key component to building the company's broad base information  technology,
products and services in China, including computer installation and maintenance,
broadband  transport  service,  server  installation  maintenance  and  support,
internet services,  broadband transport redundancy, fixed wireless transport and
information hosting.

         Tianjin Create Co.  operates in Tianjin City, the third largest city in
China.  Comparable in many respects to Chicago,  Illinois in the United  States,
Tianjin City has a population of approximately  10,000,000 people and is a major
import and export  center for China.  Major  industries  and markets  located in
Tianjin City include educational,  industrial, international port city, medical,
manufacturing  and government.  Tianjin City is Beijing's gateway to the sea and
has over 25 ten thousand ton ship berths.  The harbor is  considered  the number
one demarcation point for products entering and leaving China.  Tianjin's harbor
is geographically the second largest in China.

         In addition to being the industrial  and financial  capital of northern
China,  Tianjin  City is home to 31 of  China's  most  noteworthy  universities,
including Tianjin University, China's first neoteric university. Tianjin City is
also the  headquarters  for  Motorola  Corporation  of China.  Tianjin  has been
selected to host the 2008 Olympic Games Football (Soccer) contests.

         Through  Tianjin Create Co., we provide  information  technology and IP
services to customers  in China.  Our newly  formed  partnership  has enabled us
Company to provide engineering and IP service support for existing and future IP
customers in China.  The customer  base  includes  Nankia  University,  Tian Sea
Transportation  Company  and  Tianjin Gas  Company.  Additionally  20 of Tianjin
City's 31 universities  utilize products or services  provided by Tianjin Create
Co. We are also able to offer a broad base of information  technologies  ranging
from IP  security,  wireless  broadband,  and  Wi-Fi  to "last  mile"  transport
connections.

         The design and construction of fixed wireless broadband network systems
will be part of the overall  information  technology  strategies being executed.
Each of the companies  with which we are  considering  partnering has sufficient
telephony and broadband access  capabilities to meet their business  objectives.
However, we plan to broaden our scope to become a systems solutions company that
will provide a broad base of information  technologies  through our  partnership
companies.  These  technologies  include,  but are not limited  to,  engineering
design,  implementation of Wi-Fi, fixed broadband wireless, systems integration,
IP   security,    information   firewalls,   data   storage,    voice/video/data
telecommunications  services  and managed  communications  services.  To further
broaden our scope, we are exploring  leading edge  technologies in the equipment
manufacturing,  education,  brokerage/bank security,  network/computer security,
interactive video, oil & gas, power (electrical)  disaster recovery & monitoring
and medical industries to acquire.

         The  Board  and  management  team  believe  the  best  path  to  regain
shareholder  value,  establish  profitability,  and improve the Company's  stock
performance  is to focus  on  acquiring  complementary  technology  and/or  cash
flow-positive  companies  interested in a long term  relationship.  Thus, we are
evaluating  potential  acquisition  targets in North  America in order to market
innovative  products  and  services  through our assets in China.  A  subsidiary
relationship  similar  to that of our  Tianjin  Create  Co.  structure  would be
employed for a North American entity.  The subsidiary company in turn may form a
foreign joint venture, as required by the laws of the local jurisdiction.


                                       8
<PAGE>

         The advantage of pursuing this course of action is to reduce investment
and startup  costs while  focusing on achieving  positive  cash flow in a timely
manner.  The companies being evaluated as possible  acquisitions have captured a
segment of the  growing  market in their  technology  specialty  and require the
subject matter  proficiency,  access to future funding,  and new technology that
the Company can provide. Additionally, the companies being evaluated as possible
acquisitions would be cash flow positive, having complementary technology, broad
customer bases,  and strong  management  focused on forming a partnership with a
public company for the long term.

         As part of our ongoing business planning, we are continuing discussions
with an outside management-consulting group to assist with business development,
fund raising strategies,  acquisition of information technology products, public
relations, and support for the Board and management.  The  management-consulting
group  would  also  provide  direction  and focus for  existing  and new  market
penetration.

         We intend to expand our Tianjin Create Co. operation in order to better
take advantage of system integration  opportunities  available. The focus of our
systems  integration  efforts  have  been  in the  educational,  transportation,
natural gas and manufacturing  markets. In addition,  the pool of highly skilled
engineering,  marketing, sales, and operations personnel in China will be key to
our success in growing our business.  We also intend to expand our US operations
by investing in sales/marketing staff to market products in North America.

         We anticipate  that we will incur the following  expenses over the next
twelve months:

         1. $500,000 to $850,000 in connection with the potential acquisition of
an e-commerce  company  located in China,  to include  associated  due diligence
costs; and

         2. $800,000 to $1,500,000 in connection with the potential  acquisition
of  manufacturing  operations to include  educational  products,  health/medical
products, and telecommunications services; and

         3.  $200,000  to  $500,000  in  connection  with the  expansion  of our
marketing of products and services in North America; and

         4. $350,000 for operating  expenses,  including  professional legal and
accounting  expenses  associated  with our being a  reporting  issuer  under the
Securities Exchange Act of 1934.

         Accordingly,   we  anticipate  spending  approximately   $1,850,000  to
$3,200,000  over  the  next  twelve  months  in  pursuing  our  stated  plan  of
operations.

         We have  insufficient  cash to cover our costs associated with our plan
of operations or our other working capital requirements.  We expect that we will
require  additional  funding  to  cover  these  anticipated  costs.  We  further
anticipate that additional  funding will be in the form of equity financing from
the sale of our  common  stock or through  debt  financing.  However,  we cannot
provide  investors with any assurance  that we will be able to raise  sufficient
funding from the sale of our securities to fund our stated plan of operations or
our  other  working  capital   requirements.   We  do  not  presently  have  any
arrangements in place for any future debt or equity financing.

ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


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

           On  January  11,  2005,   Moores  Rowland  Mazars   resigned  as  our
independent public accountants.  Our board of directors approved the resignation
of Moores Rowland  Mazars.  Moores  Rowland Mazars had audited our  consolidated
balance sheet as of December 31, 2003 and the related consolidated statements of
operations,  stockholders' equity and cash flows for the year ended December 31,
2003 and for the period from August 13, 2002  (inception)  to December  31, 2002
and the amounts included in the consolidated  cumulative  period from August 13,
2002 (inception) through December 31, 2003.


                                       9
<PAGE>

         The audit report of Moores Rowland  Mazars on the financial  statements
as of  December  31, 2003 and for the year ended  December  31, 2003 and for the
period from August 13, 2002 (inception) to December 31, 2002 did not contain any
adverse opinion or disclaimer of opinion, nor was it modified as to audit scope,
accounting  principles  or  uncertainty,  except  for a  going  concern  opinion
expressing substantial doubt about our ability to continue as a going concern.

         During the two fiscal  years ended  December  31, 2002 and December 31,
2003, respectively,  and the subsequent interim period through January 11, 2005,
there  were no  disagreements  with  Moores  Rowland  Mazars  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure  which, if not resolved to the satisfaction of Moores Rowland
Mazars,  would have caused it to make  reference  to the  subject  matter of the
disagreement  in  connection  with its report.  There were no other  "reportable
events"  as that term is  described  in Item  304(a)(1)(iv)  of  Regulation  S-B
occurring  within the two fiscal years ended  December 31, 2002 and December 31,
2003, respectively, and the subsequent interim period ended January 11, 2005.


         On February 1, 2005, we engaged Bongiovanni & Associates, C.P.A., based
in Charlotte, North Carolina, as our principal accountant to audit our financial
statements  for the year  ending  December  31,  2004.  Our  board of  directors
approved the engagement of Bongiovanni & Associates, C.P.A.



         Prior to the engagement of Bongiovanni & Associates, C.P.A., we had not
consulted  Bongiovanni & Associates, C.P.A. as to the application  of accounting
principles to any specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on our financial statements, and no written
or oral advice was provided  that was an important  factor  considered  by us in
reaching a decision as to an accounting, auditing or financial reporting issue.



ITEM 8A. CONTROLS AND PROCEDURES

         Under the  supervision  and with the  participation  of our management,
including our Chief Executive Officer / Chief Financial Officer, we conducted an
evaluation of the  effectiveness  of our  disclosure  controls and procedures as
defined in Rule 13a-14(c)  promulgated under the Securities Exchange Act of 1934
as of December 31, 2005. Based on his evaluation,  our Chief Executive Officer /
Chief  Financial  Officer  concluded  that  the  design  and  operation  of  our
disclosure  controls  and  procedures  were  effective  as of  the  date  of the
evaluation.

          There have been no significant  changes (including  corrective actions
with regard to significant  deficiencies or material weaknesses) in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation referenced in the preceding paragraph.


ITEM 8B. OTHER INFORMATION.

         None.





                                       10
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         Our executive officers and directors are:

    NAME                         AGE       POSITION

    Pedro E. Racelis III          55       President, Chief Executive Officer
                                           and Director

    Henry Zaks                    62       Director

    Michael Bowden                56       Chief Operations Officer and Director

    Brad Woods                    46       Director

         Vacancies in our board are filled by the board itself.  Set forth below
are brief  descriptions of the recent employment and business  experience of our
executive officers and directors.

PETE RACELIS, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

         Mr.  Racelis has been our President,  Chief  Executive  Officer,  and a
director  since  June  2004.  A  veteran  of  direct  sales  and  management  in
multi-national  companies for more than 21 years, Pete has extensive  experience
with telecommunications, operations, management and organizational skills. Prior
to joining the company in October 2002,  Mr.  Racelis sold hardware and software
solutions to telecommunications carriers, financial institutions, and commercial
businesses both nationally and internationally in North America. Mr. Racelis has
held  executive  level  positions  as  Vice  President/GM  at  Winstar  Wireless
(1995-1997),  Director  of  Sales  at Amati  Corporation  (1997-1998),  and Vice
President at Stox.com (1998 - 2001).

HENRY ZAKS, DIRECTOR

         Mr. Zaks has been a director  since October 2003.  Since March 1973, he
has been the President of Zaks-Shane,  LTD and Health Insurance  Services,  Inc.
since December 1988. Both are  Wisconsin-based  organizations that specialize in
marketing   business-to-business   solutions  to  both  corporations  and  small
companies. He has over 35 years experience as a sales professional.

MICHAEL A. BOWDEN, CHIEF OPERATIONS OFFICER AND DIRECTOR

         Mr. Bowden has been our Chief  Operations  Officer since  February 2005
and a director  since January  2005. He has over 25 years of  telecommunications
experience in both highly  technical and major account sales  environments.  His
experience  includes  supporting  complex projects ranging from $100K to $58M in
annual  revenue.  He was a  telecommunications  consultant  from  August 2002 to
February 2003. From December 2000 to August 2002, he was a senior sales engineer
for  Net.com,  a Denver,  Colorado,  company  that  provided  telecommunications
equipment  to carriers.  Mr.  Bowden was a technical  support  manager for Qwest
Communications  International  Inc. (formerly US West  Communications),  Denver,
Colorado, from October 1998 to December 2000.

BRAD WOODS, DIRECTOR

         Mr. Brad Woods  served as our Interim  President & CEO from August 2003
to June 2004, and chief financial officer,  secretary,  and treasurer from March
2003 to June 2004.  He has been a director  since March 2003.  He is a member of
Breckenridge  Capital  Consulting  Group,  LLC. He has  extensive  experience in
international  investments,  acquisitions,  taxation,  and computer applications
with both public and  private  companies.  Mr.  Woods has also worked for Arthur
Andersen & Co.,  where he executed  projects for and on behalf of clients in the
oil  and  gas,  financial   services,   leasing,   lodging,   retail  and  light
manufacturing   industries.   His  experience  includes  practicing  before  the


                                       11
<PAGE>

Securities  and Exchange  Commission,  both with existing  public  companies and
initial  public  offerings.  He  has  also  served  as an  advisor  to  numerous
companies. Mr. Woods is a CPA in Colorado.

CONFLICTS OF INTEREST

         Our  officers  and  directors  are, so long as they are our officers or
directors, subject to the restriction that all opportunities contemplated by our
plan of operation  which come to their  attention,  either in the performance of
their duties or in any other manner, will be considered opportunities of, and be
made available to us and the companies that they are affiliated with on an equal
basis. A breach of this  requirement will be a breach of the fiduciary duties of
the officer or  director.  If we or the  companies  with which the  officers and
directors are affiliated both desire to take advantage of an  opportunity,  then
said officers and directors  would abstain from  negotiating and voting upon the
opportunity.  However,  all directors may still  individually  take advantage of
opportunities  if we should decline to do so. Except as set forth above, we have
not  adopted  any  other  conflict  of  interest  policy  with  respect  to such
transactions.

COMMITTEES

         In fiscal 2005 the board of  directors  did not have a standing  audit,
nominating,  or  compensation  committees,  rather the entire board of directors
acted in such capacity. We do not have an audit committee financial expert.

CODE OF ETHICS

         We have not yet  adopted  a code of  ethics.  We intend to do so in the
near future.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         We are not subject to Section 16(a) of the  Securities  Exchange Act of
1934.


ITEM 10. EXECUTIVE COMPENSATION.

         The following  table sets forth  information  the  remuneration  of our
chief executive officers and our four most highly compensated executive officers
who  earned in excess of  $100,000  per annum  during any part of our last three
fiscal years:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

-------------------------------------------------------------------------------------------------------------------
                                                                          LONG TERM COMPENSATION
                                                                  ---------------------------------------
                                ANNUAL COMPENSATION                        AWARDS              PAYOUTS
                  ---------------------------------------------------------------------------------------
                                                       OTHER       RESTRICTED    SECURITIES
    NAME AND                                           ANNUAL        STOCK       UNDERLYING      LTIP      ALL OTHER
    PRINCIPAL                                        COMPENSA-      AWARD(S)      OPTIONS/      PAYOUTS    COMPENSA-
    POSITION        YEAR   SALARY ($)   BONUS ($)     TION ($)         ($)         SARS (#)        ($)      TION ($)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>          <C>          <C>          <C>            <C>           <C>         <C>
      Pedro         2003       N/A         N/A          N/A           N/A            N/A          N/A         N/A
  Racelis, III      2004       -0-         -0-          -0-          64,000        800,000        -0-         -0-
President (1)<F1>   2005     144,000       -0-          -0-         128,000          -0-          -0-         -0-
---------------------------------------------------------------------------------------------------------------------
   Brad Woods
Former President    2003     153,305      15,750        -0-           -0-          300,000        -0-         -0-
 & CFO (2)<F2>      2004     40,000        -0-          -0-           -0-            -0-          -0-         -0-
                    2005       N/A         N/A          N/A           N/A            N/A          N/A         N/A
---------------------------------------------------------------------------------------------------------------------
  Philip Allen      2003     32,434       75,000        -0-           -0-            -0-          -0-         -0-
Former CEO (3)<F3>  2004       N/A         N/A          N/A           N/A            N/A          N/A         N/A
                    2005       N/A         N/A          N/A           N/A            N/A          N/A         N/A
---------------------------------------------------------------------------------------------------------------------

                                       12
<PAGE>

<CAPTION>
                           SUMMARY COMPENSATION TABLE

-------------------------------------------------------------------------------------------------------------------
                                                                          LONG TERM COMPENSATION
                                                                  ---------------------------------------
                                ANNUAL COMPENSATION                        AWARDS              PAYOUTS
                  ---------------------------------------------------------------------------------------
                                                       OTHER       RESTRICTED    SECURITIES
    NAME AND                                           ANNUAL        STOCK       UNDERLYING      LTIP      ALL OTHER
    PRINCIPAL                                        COMPENSA-      AWARD(S)      OPTIONS/      PAYOUTS    COMPENSA-
    POSITION        YEAR   SALARY ($)   BONUS ($)     TION ($)         ($)         SARS (#)        ($)      TION ($)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>          <C>          <C>          <C>            <C>           <C>         <C>
  Peter Fisher      2003     150,000       -0-          -0-           -0-            -0-          -0-         -0-
 Former Director    2004       N/A         N/A          N/A           N/A            N/A          N/A         N/A
    (4)<F4>         2005       N/A         N/A          N/A           N/A            N/A          N/A         N/A
---------------------------------------------------------------------------------------------------------------------
  Tyler Fisher      2003     108,000       -0-          -0-           -0-            -0-          -0-         -0-
 Former Director    2004       N/A         N/A          N/A           N/A            N/A          N/A         N/A
    (4)<F4>         2005       N/A         N/A          N/A           N/A            N/A          N/A         N/A
---------------------------------------------------------------------------------------------------------------------
   Henry Zaks       2003      3,000        -0-          -0-           -0-            -0-          -0-         -0-
Director (5)<F5>    2004     30,000        -0-          -0-         800,000          -0-          -0-         -0-
                    2005     30,000        -0-          -0-           -0-            -0-          -0-         -0-
---------------------------------------------------------------------------------------------------------------------
 Michael Bowden     2003       N/A         N/A          N/A           N/A            N/A          N/A         N/A
    (6)<F6>         2004       -0-         -0-          -0-          25,000          -0-          -0-         -0-
                    2005     120,000       -0-          -0-         500,000          -0-          -0-         -0-
---------------------------------------------------------------------------------------------------------------------
------------------
<FN>
(1)<F1>  Mr. Racelis become the President in June 2004.
(2)<F2>  Mr. Woods became Chief  Financial Officer  in March 2003 and became the
         Interim  President  in August 2003. He served in both  positions  until
         June 2004.
(3)<F3>  Mr. Allen served as CEO from March 2003 to August 2003.
(4)<F4>  Peter  Fisher and Tyler Fisher resigned as Officers effective March 23,
         2003.  Mr.  Fisher  had  been  the  president  since  April  2000.   By
         resolution dated March 17, 2003, in conjunction with the Share Exchange
         Agreement with  SCP, our  board of  directors approved  compensation of
         $150,000 and $508,000 to Peter  Fisher and  Tyler Fisher, respectively,
         retroactive to December 31, 2002. Such compensation was paid by issuing
         764,624 and 1,050,529 shares of our common stock.
(5)<F5>  Mr. Zaks joined our Board of Directors in September 2003.
(6)<F6>  Mr. Bowden became our Chief Operations Officer in February 2005 and has
         been a director since January 2005.
</FN>
</TABLE>

         There have been no grants of stock appreciation rights,  benefits under
long-term incentive plans or other forms of compensation involving our officers,
through December 31, 2005.

         We  reimburse  our  officers  and  directors  for  reasonable  expenses
incurred  during the course of their  performance.  We have not paid our outside
directors fees for their services.

EMPLOYMENT AGREEMENTS

         On April 16, 2004,  Pedro E.  Racelis III was  appointed as President &
CEO of the Company and we entered into an employment  agreement with Mr. Racelis
at that time. Salary for Mr. Racelis in 2005 was $144,000.  On March 1, 2006, we
entered into a new employment agreement with Mr. Racelis for a term of six years
renewable for one year after the original  term expires.  Under the terms of the
new employment agreement, Mr. Racelis will be paid an annual salary of $250,000,
with increases of 10% annually.

         On February 1, 2005 Michael A. Bowden was  appointed COO and we entered
into an employment agreement with Mr. Bowden at that time. Salary for Mr. Bowden
was  $120,000  in 2005.  On March 1,  2006,  we  entered  into a new  employment
agreement  with Mr. Bowden for a term of six years  renewable for one year after
the original term expires. Under the terms of the new employment agreement,  Mr.
Bowden  will be  paid an  annual  salary  of  $225,000,  with  increases  of 10%
annually.


                                       13
<PAGE>

STOCK PLAN

         On January  31,  2003,  our  shareholders  adopted the 2003 Stock Plan,
which provides for the granting of both incentive stock options and nonstatutory
stock options and stock purchase rights to officers,  directors,  employees, and
independent contractors.  The total number of shares of common stock that may be
issued under this plan shall not exceed 15% of shares outstanding.

         The board of  directors  or one or more  committees  designated  by the
board  administers  this plan,  and has the authority  and  discretion to do the
following:

    o    determine the fair market value;
    o    select the employees,  directors,  or  consultants  to whom options and
         stock purchase rights may be granted;
    o    determine  the  number  of shares of common stock to be covered by each
         option and stock purchase right granted under the Plan;
    o    approve forms of agreement for use under the Plan;
    o    determine the terms and conditions of an option or stock purchase right
         granted under the Plan;
    o    construe and interpret the terms of the Plan and awards  granted  under
         the Plan;
    o    prescribe, amend, and  rescind  rules and regulations  relating  to the
         Plan;
    o    modify  or amend  each  option  or stock purchase  right;
    o    allow optionees to satisfy withholding  tax  obligations by electing to
         have the company withhold from the shares to be issued upon exercise of
         an option or stock  purchase right that number of shares  having a fair
         market  value equal to the minimum amount required to be withheld;
    o    authorize any person to execute on behalf of the company any instrument
         required to effect the grant of an option or stock purchase right; and
    o    make  all  other  determinations  deemed  necessary  or  advisable  for
         administering the Plan.

         We may grant incentive stock options with the exercise price being 100%
of the bid price on the date of grant, and  nonstatutory  stock options with the
exercise  price  being  not less than 85% of the bid price on the date of grant.
The options are subject to any vesting, special forfeiture conditions, rights of
repurchase,  rights of first refusal, and other transfer  restrictions as may be
determined by the board or committee.  Options  granted  cannot exceed a term of
ten years,  except in the case of incentive  stock options granted to holders of
10% of more of our total  combined  voting power of all classes of stock,  which
cannot exceed a term of five years.  The options  terminate upon the earliest of
(1) the  stated  expiration  date,  (2) 30 days  after  the  termination  of the
optionee's service for any reason other than total and permanent disability, (3)
six months after the  termination of the  optionee's  service by reason of total
and permanent disability, or (4) six months after the optionee's death.

         Unless  earlier  terminated by the board of  directors,  this plan will
terminate January 30, 2013.

         As of December  31, 2005  options to  purchase  13,518,052  shares were
outstanding.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED STOCKHOLDER MATTERS.

         The following table provides certain information as to the officers and
directors  individually  and as a group,  and the holders of more than 5% of the
Common Stock of the Company, as of March 31, 2006:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                          AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>               BENEFICIAL OWNERSHIP       PERCENT OF CLASS (2)<F2>
------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                            <C>
Pedro E. Racelis III (3)<F3>
1746 Cole Boulevard, Suite 225
Golden, Colorado 80401                                           12,850,045                     10.417%
------------------------------------------------------------------------------------------------------------------


                                       14
<PAGE>

<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                          AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>               BENEFICIAL OWNERSHIP       PERCENT OF CLASS (2)<F2>
------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                            <C>
Pedro E. Racelis III (3)<F3>
1746 Cole Boulevard, Suite 225
Golden, Colorado 80401                                           12,850,045                     10.417%
------------------------------------------------------------------------------------------------------------------

Michael A Bowden (4)<F4>
1746 Cole Boulevard, Suite 225                                   10,420,725                      8.459%
Golden, Colorado 80401
------------------------------------------------------------------------------------------------------------------

Brad Woods
1746 Cole Boulevard, Suite 225                                     612,500                       0.502%
Golden, Colorado 80401
------------------------------------------------------------------------------------------------------------------

Henry Zaks (5)<F5>
11649 N. Port Washington Rd, Suite 224                            5,454,627                      4.461%
Mequon, WI 53092
------------------------------------------------------------------------------------------------------------------

All officers and Directors as a Group (4 persons)                29,337,897                     23.561%
------------------------------------------------------------------------------------------------------------------
----------
<FN>
(1)<F1>  To our  knowledge,  except as set forth in the  footnotes to this table
         and subject to applicable community property laws, each person named in
         the table has sole  voting and  investment  power  with  respect to the
         shares set forth opposite such person's name.

(2)<F2>  This  table is based on 122,025,069 shares of Common Stock  outstanding
         as of March 31, 2005. If a person listed on this table has the right to
         obtain  additional  shares of Common  Stock within sixty (60) days from
         March 31, 2006, the additional  shares are deemed to be outstanding for
         the purpose of computing the  percentage of class owned by such person,
         but are not deemed to be  outstanding  for the purpose of computing the
         percentage of any other person.

(3)<F3>  2,341,667 of these shares  are held in the name of Pedro E. Racelis III
         individually;  an additional  9,175,000  shares are held in the name of
         Global Sales  Strategies  Inc., a Colorado  corporation  100% owned and
         controlled  by Pedro E. Racelis III; and  1,333,378 of these shares are
         100% vested stock options granted  pursuant to the Company's 2003 Stock
         Plan, exercisable at a price of $0.018.

(4)<F4>  1,875,000  of  these  shares are  held in the name of Michael A. Bowden
         individually;  7,384,615  shares  are held in the name of MBE  Ltd.,  a
         Colorado  corporation  100% owned and  controlled by Michael A. Bowden;
         1,111,110  of  these  shares  are 100%  vested  stock  options  granted
         pursuant to the Company's  2003 Stock Plan,  exercisable  at a price of
         $0.018;   and  50,000  of  these  shares  are  100%  vested   warrants,
         exercisable at a price of $0.50.

(5)<F5>  5,217,785 of these  shares  are  held  in  the  name  of Henry Zaks; an
         additional  236,842  of  these   shares  are  100%   vested   warrants,
         exercisable at a price of $0.40.
</FN>
</TABLE>


CHANGES IN CONTROL

         There are no agreements known to management that may result in a change
of control of our company.

EQUITY COMPENSATION PLANS

         As of December 31, 2005, our equity compensation plan information is as
follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                Number of securities to be    Weighted-average exercise
                                  issued upon exercise of       price of outstanding         Number of securities
                                   outstanding options,         options, warrants and       remaining available for
        Plan Category               warrants and rights                rights                   future issuance
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                            <C>                         <C>
Equity compensation plans               12,440,929                     $0.022                      1,027,123
approved by securities holders
-------------------------------------------------------------------------------------------------------------------


                                       15
<PAGE>


<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                Number of securities to be    Weighted-average exercise
                                  issued upon exercise of       price of outstanding         Number of securities
                                   outstanding options,         options, warrants and       remaining available for
        Plan Category               warrants and rights                rights                   future issuance
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                            <C>                         <C>
Equity compensation plans not             50,000                        None                         None
approved by securities holders
-------------------------------------------------------------------------------------------------------------------
Total                                   12,490,929                     $0.022                      1,027,123
-------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as disclosed below, none of our present directors,  officers
or principal shareholders,  nor any family member of the foregoing,  nor, to the
best of our information and belief, any of our former directors, senior officers
or  principal  shareholders,  nor any family  member of such  former  directors,
officers or principal shareholders,  has or had any material interest, direct or
indirect,  in  any  transaction,  or  in  any  proposed  transaction  which  has
materially affected or will materially affect us.

         During the years ended  December 31, 2004 and 2005,  we paid amounts to
related parties as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------

NAME                 RELATIONSHIP                                 AMOUNT PAID ($)               NATURE OF PAYMENT (a)
                                                      ---------------------------------------
                                                              2004                 2005
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                    <C>                    <C>          <C>
Brad Woods           Former President,                       50,000
                     CEO & CFO
                     January 2004 - April 2004
                     Current Director                                              -0-          Consulting fee
----------------------------------------------------------------------------------------------------------------------
                     Beijing In-Touch President,            125,000                -0-
Train Top            Kent Lam's Company                                                         Consulting fee
----------------------------------------------------------------------------------------------------------------------
                     Current Director,                       14,600                -0-          Consulting fee;
Henry Zaks (b)       Notes holder                                                               Promissory note
----------------------------------------------------------------------------------------------------------------------
Dr. Allan            Former Director                         28,290                -0-          Consulting fee
Rabinoff
----------------------------------------------------------------------------------------------------------------------
Pedro E. Racelis                                            111,134                -0-
III (c)              CEO/President/Director                                                     Consulting fee
----------------------------------------------------------------------------------------------------------------------
Michael A.           COO & Director                          54,917                -0-          Consulting fee;
Bowden (d)                                                                                      Promissory note
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(a)  Each of the individuals listed in the table received the fees enumerated in
     this table prior to each joining our board of directors.

(b)  On June 27,  2003 and July 31,  2003,  Henry Zaks,  a  Director,  loaned us
     $80,000 and we issued a promissory note in such amount payable to Mr. Zaks.
     Henry Zaks was  compensated  prior to joining the Board as a consultant  to
     review  administration  and accounting.  During 2004,  Henry Zaks converted
     notes payable of $80,000 and $45,000 into 657,895 shares of common stock at
     a conversion  price of $0.19 per share.  During 2005,  Henry Zaks converted
     notes payable of $30,000 into shares of common stock at a conversion  price
     of $0.05 per share,  and  converted  notes  payable of $20,000 into 857,085
     shares of common  stock at a conversion  price of $0.029 per share.  During
     2005 and the first five months of 2006, Henry Zaks loaned us $23,217 and on
     May 3, 2006,  we  issued a  promissory  note in such amount  payable to Mr.
     Zaks payable in full on October 2, 2006.

(c)  During   the  first   five   months  of  2006,   Pedro  E.   Racelis,   our
     CEO/President/Director  loaned us $15,500  and on May 3, 2006,  we issued a
     promissory  note in such amount payable to Mr.  Racelis  payable in full on
     July 2, 2006.


                                       16
<PAGE>



(d)  During 2005, our COO and  Director,  Michael  Bowden  loaned us $12,698 and
     and  we  issued  a  promissory  note  in such amount  payable to Mr. Bowden
     payable in  full on  July 2, 2006.  During  the  first five months of 2006,
     Michael Bowden loaned us $73,059 and on May 3, 2006, we issued a promissory
     note in such amount payable to Mr. Bowden payable in full on July 2, 2006.



ITEM 13. EXHIBITS

(a) EXHIBITS:

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                            EXHIBIT
--------------------------------------------------------------------------------
   2.1          Share Exchange Agreement dated as of March 17, 2003 by and
                between i-Track, Inc. and Strategic Communications Partners,
                Inc. (1)
--------------------------------------------------------------------------------
   3.1          Articles of Incorporation (2)
--------------------------------------------------------------------------------
   3.2          Bylaws (2)
--------------------------------------------------------------------------------
   3.3          Certificate of Amendment to Articles of Incorporation (3)
--------------------------------------------------------------------------------
   3.4          Certificate of Amendment to Articles of Incorporation (4)
--------------------------------------------------------------------------------
  10.1          Promissory Notes in the aggregate amount of $140,000, payable to
                Buck Krieger (10)
--------------------------------------------------------------------------------
  10.2          Promissory Note, dated June 27, 2003 in the amount of $50,000,
                and dated July 31, 2003 in the amount of $30,000, payable to
                Henry Zaks (5)
--------------------------------------------------------------------------------
  10.3          Promissory Note, dated July 31, 2003 in the amount of $20,000,
                payable to Robert Zappa (10)
--------------------------------------------------------------------------------
  10.4          2003 Stock Plan, as amended (6)
--------------------------------------------------------------------------------
  10.5          Investment Contract between Goldvision Technologies Ltd and SCP
                dated December 18, 2003 (6)
--------------------------------------------------------------------------------
  10.6          Extension Agreement to Investment Contract between Goldvision
                Technologies Ltd. and the Company dated August 5, 2003 (5)
--------------------------------------------------------------------------------
  10.7          Employment Agreement dated March 25, 2003 with Phillip Allen (6)
--------------------------------------------------------------------------------
  10.8          Employment Agreement dated March 25, 2003 with Brad A. Woods (6)
--------------------------------------------------------------------------------
  10.9          Separation & Voting Trust Agreement with Philip Allen (5)
--------------------------------------------------------------------------------
  10.10         Agreement between the Company and Bellador Advisory Services,
                Ltd. dated October 22, 2003 (5)
--------------------------------------------------------------------------------
  10.11         Agreement between the Company and China Netcom Group Beijing
                Company dated September 1, 2003 (5)
--------------------------------------------------------------------------------
  10.12         Agreement between the Company and MCI International Ltd. Co.
                dated August 14, 2003 (10)
--------------------------------------------------------------------------------
  10.13         Amendment to Employment Agreement dated April 23, 2004 with Brad
                A. Woods (7)
--------------------------------------------------------------------------------
  10.14         Employment Agreement dated April 23, 2004 with Pedro E. Racelis
                III (7)
--------------------------------------------------------------------------------
  10.15         Consulting Agreement with Jiaxin Consulting Group, Inc. dated
                December 8, 2004 (10)
--------------------------------------------------------------------------------


                                       17
<PAGE>
--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                            EXHIBIT
--------------------------------------------------------------------------------
  10.16         Letter agreement with Tianjin Create IT Company Ltd. dated May
                24, 2005 (11)
--------------------------------------------------------------------------------

  10.17         Employment Agreement dated July 20, 2005 with Michael A. Bowden
                (12)
--------------------------------------------------------------------------------
  10.18         Promissory Note, dated August 1, 2005 in the amount of
                $12,698.16 payable to Michael Bowden (12)
--------------------------------------------------------------------------------
  10.19         Employment Agreement dated March 1, 2006 with Michael A. Bowden
                (12)
--------------------------------------------------------------------------------
  10.20         Employment Agreement dated March 1, 2006 with Pedro E. Racelis
                III (12)
--------------------------------------------------------------------------------
  10.21         Amendment to Letter agreement with Tianjin Create IT Company
                Ltd. dated May 18, 2006 (12)
--------------------------------------------------------------------------------
  10.22         Promissory Note, dated May 3, 2006 in the amount of  $15,500
                payable to Pedro E. Racelis III (12)
--------------------------------------------------------------------------------
  10.23         Promissory Note, dated May 3, 2006 in the amount of $23,217
                payable to Henry Zaks (12)
--------------------------------------------------------------------------------
  10.24         Promissory Note, dated May 3, 2006 in the amount of $73,059.35
                payable to Michael Bowden (12)
--------------------------------------------------------------------------------
  16.1          Letter from the Rehmann Group, dated April 22, 2003 (8)
--------------------------------------------------------------------------------
  16.2          Letter from Moores Rowland, dated February 28, 2005 (9)
--------------------------------------------------------------------------------
  21.1          Subsidiaries of the registrant (12)

--------------------------------------------------------------------------------
  31.1          Rule 15d-14(a) Certification
--------------------------------------------------------------------------------
  32.1          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------

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

(1)  Incorporated  by  reference  to the  exhibits to the  registrant's  current
     report on Form 8-K dated March 17, 2003.
(2)  Incorporated by reference from the exhibits to the  Registration  Statement
     on Form SB-1 filed on November 6, 2000, File No. 333-49388.
(3)  Incorporated  by  reference  to the  exhibits to the  registrant's  current
     report on Form 8-K dated March 22, 2003.
(4)  Incorporated  by  reference  to the  exhibits to the  registrant's  current
     report on Form 8-K dated November 23, 2004.
(5)  Incorporated by reference to the exhibits to the registrant's annual report
     on Form 10-KSB for the year ended December 31, 2003.
(6)  Incorporated by reference to the exhibits to the registrant's annual report
     on Form 10-KSB for the year ended December 31, 2002.
(7)  Incorporated by reference to the exhibits to the registrant's  registration
     statement on Form S-8 (File No. 333-104457, filed April 27, 2004.
(8)  Incorporated  by  reference  to the  exhibits to the  registrant's  current
     report on Form 8-K dated April 15, 2003.
(9)  Incorporated  by  reference  to the  exhibits to the  registrant's  amended
     current report on Form 8-K dated January 11, 2005.
(10) Incorporated by reference to the exhibits to the registrant's annual report
     on Form 10-KSB for the year ended December 31, 2004.
(11) Incorporated  by  reference  to the  exhibits to the  registrant's  amended
     current report on Form 8-K dated May 24, 2005 and filed June 6, 2005.

(12) Incorporated by reference to the exhibits to the registrant's annual report
     on Form 10-KSB for the year ended December 31, 2005.



                                       18
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


         On January 11, 2005, Moores Rowland Mazars  ("Moores")  resigned as our
independent public accountants.  Moores had audited our financial statements for
the year ended  December  31,  2003 and for the  period  from  August  13,  2002
(inception) to December 31, 2002. On February 1, 2005, we engaged  Bongiovanni &
Associates C.P.A. ("Bongiovanni") to serve as our independent public accountants
for the fiscal year ending December 31, 2004.


AUDIT FEES

         For the fiscal year ended December 31, 2005, Bongiovanni is expected to
bill approximately $33,000 for the audit of our annual financial statements. For
the fiscal year ended  December 31,  2004,  Bongiovanni  billed  $24,000 for the
audit of our annual financial statements.

         For the fiscal year ended December 31, 2005,  Bongiovanni billed $2,750
for the review of our Form 10-QSB  filings.  For the fiscal year ended  December
31, 2004, Moores billed $18,000 for the review of our Form 10-QSB filings.

AUDIT-RELATED FEES

         There  were no fees  billed  for  services  reasonably  related  to the
performance of the audit or review of our financial  statements outside of those
fees disclosed above under "Audit Fees" for fiscal years 2005 and 2004.

TAX FEES

         For the fiscal year ended December 31, 2005, Bongiovanni is expected to
bill $0 for tax  compliance,  tax advice,  and tax  planning  services.  For the
fiscal year ended  December 31, 2004,  Bongiovanni  and Moores billed $0 for tax
compliance, tax advice, and tax planning services, respectively.

ALL OTHER FEES

         There were no other fees, other than those described above.

PRE-APPROVAL POLICIES AND PROCEDURES

         Prior to engaging our accountants to perform a particular service,  our
board of  directors  obtains an estimate  for the service to be  performed.  The
board of directors in accordance with procedures for the company approved all of
the services described above.

         There have been no significant  changes  (including  corrective actions
with regard to significant  deficiencies or material weaknesses) in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation referenced in the preceding paragraph.


                                       19
<PAGE>


                                   SIGNATURES

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

                                   CHINA WIRELESS COMMUNICATIONS, INC.



Date:  June 13, 2006               By: /s/ PEDRO E. RACELIS III
                                      ------------------------------------------
                                      Pedro E. Racelis III, President


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

<TABLE>
<CAPTION>
                   SIGNATURE                                      TITLE                              DATE
<S>                                               <C>                                            <C>

                                                  President (Principal Executive
                                                  Officer) and Chief Financial Officer
/s/ PEDRO E. RACELIS III                          (Principal Financial and Accounting            June 13, 2006
--------------------------------------------      (Officer)
Pedro E. Racelis III



/s/ HENRY ZAKS                                    Director                                       June 13, 2006
--------------------------------------------
Henry Zaks



/s/ MICHAEL A. BOWDEN                             Director and Chief Operating Officer           June 13, 2006
--------------------------------------------
Michael A. Bowden




                                                  Director
--------------------------------------------
Brad Woods

</TABLE>






                                       20


<PAGE>



                                    --------
                    CONSOLIDATED AUDITED FINANCIAL STATEMENTS

                       CHINA WIRELESS COMMUNICATIONS, INC.

                                DECEMBER 31, 2005
                                    --------








                       BONGIOVANNI & ASSOCIATES, C.P.A.'s
                          CERTIFIED PUBLIC ACCOUNTANTS
















                                       F-1








<PAGE>



                                    CONTENTS

    =========================================================================

         REPORT OF INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM.....................................         F-3

         CONSOLIDATED BALANCE SHEET..........................         F-4

         CONSOLIDATED STATEMENTS OF OPERATIONS...............         F-5

         CONSOLIDATED STATEMENTS OF CASH FLOWS...............         F-6

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT.....         F-7

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..........     F-8 to F-18


    =========================================================================
















                                       F-2



<PAGE>


BONGIOVANNI & ASSOCIATES, C.P.A.'s
17111 KENTON DRIVE, SUITE 100-B
CORNELIUS, NORTH CAROLINA 28031
PHONE (704) 892-8733

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

China Wireless Communications, Inc.
1746 Cole Boulevard, Suite 225
Golden, Colorado 80401-3208

To the Board of Directors and Stockholders of China Wireless Communications,
Inc.

We have audited the accompanying consolidated balance sheet of China Wireless
Communications, Inc. (the "Company") and subsidiaries as of December 31, 2005
and the related consolidated statements of operations, stockholders' deficit and
cash flows for the years ended December 31, 2005 and 2004. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company and
subsidiaries as of December 31, 2005 and the consolidated results of their
operations and cash flows for the years ended December 31, 2005 and 2004 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 2 to the
consolidated financial statements, the Company has suffered losses from
operations, has a stockholders' deficit, has discontinued operations, has a
negative cash flow from operations, and has a negative working capital that
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in note 2 to the
consolidated financial statements. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ BONGIOVANNI & ASSOCIATES, CPA'S

Bongiovanni & Associates, CPA's
Charlotte, North Carolina
May 22, 2006






                                       F-3


<PAGE>
CHINA WIRELESS COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                             US$
<S>                                                                               <C>
ASSETS

Current assets:
Cash and cash equivalents                                                         $                  14,779
Prepaid expenses                                                                                      5,796
Accounts receivable                                                                                  12,487
Advances to suppliers                                                                                 6,939
Due from related party                                                                               39,389
Other receivables                                                                                    22,233
                                                                                  --------------------------

TOTAL CURRENT ASSETS                                                                                101,623
                                                                                  --------------------------

Fixed assets:
Vehicle                                                                                              19,900
Office equipment                                                                                        351
Accumulated depreciation                                                                            (10,488)
                                                                                  --------------------------
Fixed assets                                                                                          9,763
                                                                                  --------------------------

TOTAL ASSETS                                                                      $                 111,386
                                                                                  ==========================
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses                                             $                 244,921
Advances from customers                                                                              56,930
Interest payable                                                                                     25,520
Notes payable                                                                                       170,173
                                                                                  --------------------------

TOTAL CURRENT LIABILITIES                                                                           497,544
                                                                                  --------------------------
Commitments and contingencies

Stockholders' deficit:
Preferred stock, par value $0.01 per share, 1,000,000
shares of preferred stock authorized, none issued and outstanding                                       -
Common stock, par value $0.001 per share,
250,000,000 shares of common stock authorized,
89,787,018 shares of stock issued and outstanding                                                    89,787
Additional paid-in capital                                                                       10,117,796
Accumulated deficit                                                                             (10,593,741)
                                                                                  --------------------------

TOTAL STOCKHOLDERS' DEFICIT                                                                        (386,158)
                                                                                  --------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                       $                 111,386
                                                                                  ==========================
</TABLE>

                See notes to consolidated financial statements.


                                      F-4

<PAGE>
CHINA WIRELESS COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>

                                                                              US$                            US$
                                                                           YEAR ENDED                    YEAR ENDED
                                                                         DEC. 31, 2005                  DEC. 31, 2004
<S>                                                                   <C>                            <C>
Operating revenue:
Sales                                                                 $        338,215               $            -
                                                                      ------------------------------------------------

Cost of Sales                                                                  383,162                            -
                                                                      ------------------------------------------------

GROSS PROFIT (LOSS)                                                            (44,947)                           -

Operating expenses:
Common stock issued for compensation                                         1,927,876                      3,106,942
General and administrative expenses                                            100,509                            -
                                                                      ------------------------------------------------

TOTAL OPERATING EXPENSES                                                     2,028,385                      3,106,942
                                                                      ------------------------------------------------

Loss from operations                                                        (2,073,332)                    (3,106,942)

Non-operating income (expenses):
Interest income                                                                    237                            -
Other income                                                                   132,783                        116,134
Interest expense                                                               (20,402)                       (19,141)
                                                                      ------------------------------------------------

TOTAL NON-OPERATING INCOME                                                     112,618                         96,993

Net loss from continuing operations                                         (1,960,714)                    (3,009,949)

Discontinued operations:
Loss from discontinued operations                                                  -                       (1,019,213)
                                                                      ------------------------------------------------

NET LOSS                                                              $     (1,960,714)              $     (4,029,162)
                                                                      ================================================

Net loss per share from continuing operations                                    (0.03)                         (0.09)
Net loss per share from discontinued operations                                  (0.00)                         (0.03)
                                                                      ------------------------------------------------
Basic and fully diluted net loss per common share                     $          (0.03)              $          (0.12)
                                                                      ================================================

Weighted average common shares outstanding,
basic and fully diluted                                                     71,618,722                     34,752,716
                                                                      ================================================
</TABLE>

                See notes to consolidated financial statements.

                                      F-5


<PAGE>
CHINA WIRELESS COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED         YEAR ENDED
                                                                                    DEC. 31, 2005      DEC. 31, 2004
                                                                                    US$                US$
<S>                                                                               <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                          $    (1,960,714)    $    (4,029,162)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation                                                                               10,488                 -
Common stock issued for compensation                                                    1,927,876           3,107,158
Forgiveness of loans payable                                                             (220,831)                -
Discontinued operations, net                                                                  -              (345,831)
Prior period adjustment                                                                   (52,799)                -
(Increase) decrease in operating assets:
Prepayments and other receivables                                                         (47,454)            201,631
Due from related party                                                                    (39,389)                -
Increase (decrease) in operating liabilities:
Accounts payables and accrued expesnes                                                    167,110                (379)
Advances from customers                                                                    56,930                 -
Interest payable                                                                           (1,242)                -
                                                                                  ----------------    ----------------
NET CASH (USED IN) OPERATING ACTIVITIES                                                  (160,025)         (1,066,583)
                                                                                  ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets                                                               (20,252)                -
Discontinued operations, net                                                                  -               400,239
Decrease in pledged deposits                                                                  -                22,197
                                                                                  ----------------    ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                       (20,252)            422,436
                                                                                  ----------------    ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                                                143,694             770,829
Incurrence (repayment) of loans                                                               -              (147,090)
Proceeds from issuance of notes payable                                                    46,573              45,000
Bank overdraft increase (decrease)                                                            -                (6,609)
Repayment of notes payable                                                                    -                (6,000)
Repayments of convertible notes payable                                                       -               (11,000)
                                                                                  ----------------    ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                 190,267             645,130
                                                                                  ----------------    ----------------
NET INCREASE  IN CASH AND
CASH EQUIVALENTS                                                                            9,990                 983
                                                                                  ----------------    ----------------
CASH AND CASH EQUIVALENTS:
Beginning of year                                                                           4,789               3,806
                                                                                  ----------------    ----------------
End of year                                                                       $        14,779     $         4,789
                                                                                  ================    ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                                                     $           -       $           -
                                                                                  ================    ================
Income taxes paid                                                                 $           -       $           -
                                                                                  ================    ================

NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
Common stock issued for compensation                                              $     1,927,876     $     3,107,158
                                                                                  ================    ================
Conversion of convertible debt into notes payable                                 $           -       $        30,000
                                                                                  ================    ================
Conversion of notes payable into common stock                                     $        50,000     $       125,000
                                                                                  ================    ================
Interest paid with common stock                                                   $        21,644     $           -
                                                                                  ================    ================

</TABLE>

                See notes to consolidated financial statements.

                                      F-6

<PAGE>

CHINA WIRELESS COMMUNICATIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005,2004 AND 2003

<TABLE>
<CAPTION>
                                                                   Common stock          Additional
                                                             ------------------------    paid-in        Accumulated
                                                                Number       Amount      capital        deficit        Total
                                                                               US$       US$            US$            US$
                                                             -----------   ----------    ------------   -------------  -------------
<S>                                                          <C>           <C>           <C>            <C>            <C>
     Balances at December 31, 2003                            26,213,953       26,214       4,231,812     (4,551,066)      (293,040)
                                                             -----------   ----------    ------------   -------------  -------------

     Common stock issued for services at prices ranging
     from $.04 per share to $.80 per share                    18,476,746       18,477       3,088,681              -      3,107,158

     Common stock issued for cash at prices ranging
     from $.28 per share to $.73 per share, net of
     issuance costs of $795,458                                2,476,870        2,476         768,353              -        770,829

     Net loss for the year 2004                                        -            -               -     (4,029,162)    (4,029,162)
                                                             -----------   ----------    ------------   -------------  -------------
     Balances at December 31, 2004                            47,167,569       47,167       8,088,846     (8,580,228)      (444,215)
                                                             -----------   ----------    ------------   -------------  -------------
     Common stock issued for services at prices ranging
     from $.02 per share to $.10 per share                    38,926,923       38,927       1,888,949              -      1,927,876
     Common stock issued for cash at prices ranging
     from $.02 per share to $.10 per share                     3,692,526        3,693         140,001              -        143,694

     Prior period adjustment - see footnotes                                                                 (52,799)       (52,799)

     Net loss for the year 2005                                        -            -               -     (1,960,714)    (1,960,714)
                                                             -----------   ----------    ------------   -------------  -------------
     Balances at December 31, 2005                            89,787,018   $   89,787    $ 10,117,796   $(10,593,741)  $   (386,158)
                                                             ===========   ==========    ============   =============  =============

</TABLE>



                See notes to consolidated financial statements.

                                      F-7

<PAGE>

                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

China Wireless  Communications,  Inc. (the "Company") was incorporated under the
laws of the State of Nevada on March 8, 1999 under the name of i-Track,  Inc. On
March 21, 2003,  the Company  entered into an  agreement  with a related  entity
whereby the  Company  distributed  to the related  entity all its assets and the
related entity assumed all liabilities of the Company.  Accordingly, as of March
21, 2003, the Company entirely ceased its prior business operations.

Pursuant to a share exchange agreement  effective on March 22, 2003, the Company
acquired SCP, a Wyoming corporation incorporated on August 13, 2002, by issuance
of  19,000,000   restricted   shares  of  the  Company's  common  stock  to  the
shareholders  of SCP,  resulting  in the  SCP  shareholders  as a  group  owning
approximately 88.4% of the outstanding shares of common stock of the Company. As
a result, SCP became a wholly-owned subsidiary of the Company.

For financial  reporting  purposes,  the  acquisition  of SCP by the Company was
treated as a reverse  acquisition  whereby SCP was  considered  as the acquirer,
i.e. the surviving entity, for financial reporting purposes.  On this basis, the
historical  financial statements prior to March 22, 2003 represent the financial
statements of SCP. The historical  shareholders'  equity accounts of the Company
have been retroactively restated in 2003 and prior years to reflect the issuance
of  19,000,000  shares of common stock since  inception of SCP plus the original
2,500,000  shares  of  common  stock of the  Company  just  before  the  reverse
acquisition, with corresponding adjustments to additional paid-in capital.

On  March  24,  2003,   the  Company's   name  was  changed  to  China  Wireless
Communications,  Inc. Its former  principal  activities were to provide wireless
services.  During 2004,  Beijing  In-Touch  Information  System  Company Ltd was
closed due to high operating expenses incurred. In the meantime,  the management
team began discussion with Jianxin Consulting Group,  Vancouver, BC and Tianjin,
China to assist in gaining entry into the new markets.  These operations  appear
under discontinued operations in the accompanying financial statements.

On May 24, 2005, the Company  entered into a letter  agreement to acquire 51% of
the stock of Tianjin Create Co. for total consideration of $53,839, comprised of
cash in the amount of $40,379 and 448,665  shares of the Company's  common stock
valued at $0.03 per share,  (a total of $13,460 in the Company's  common stock).
The Company has since paid $13,460 in its common stock and cash of $8,000 to the
founders of Tianjin  Create Co. On May 18,  2006,  the Company  entered  into an
amended  agreement  whereby it agreed to  further  pay  $105,307  in cash to the
founders  of Tianjin  Create Co. by August 31,  2006.  Presently,  the  Company,
through its  subsidiary  Tianjin  Create Co.,  provides  information  technology
systems  integration  and  internet  protocol  services  to  customers.  It also
provides  IP  routing  equipment  and  network  cabling  and its  customers  are
principally in the People's Republic of China.

2. BASIS OF PRESENTATION

These  consolidated  financial  statements have been prepared in accordance with
accounting  principles  generally  accepted  in the  United  States  of  America
("USGAAP").

(a) Going concern.  The Company has suffered  recurring  losses from operations,
has negative working capital, has a negative cash flow from operations,  and has
a  stockholders'  deficit as of December 31, 2005. In addition,  the Company has
yet to generate  an  internal  cash flow from its  business  operations  and has
generated operating losses since its inception.  These factors raise substantial
doubt as to the ability of the Company to continue as a going concern.


                                       F-8

<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

2. BASIS OF PRESENTATION (continued)

Management's plans with regard to these matters encompass the following actions:
1)  obtain  funding  from new  investors  to  alleviate  the  Company's  working
deficiency,  and 2)  implement a plan to  increase  cash  flows.  The  Company's
continued  existence  is  dependent  upon its  ability to  resolve it  liquidity
problems and increase profitability in its current business operations. However,
the  outcome of  management's  plans  cannot be  ascertained  with any degree of
certainty. The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of these risks and uncertainties.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Basis of  accounting.  The  consolidated  financial  statements  have  been
prepared at  historical  cost under the  accrual  basis of  accounting.  Cost in
relation to assets  represents the cash paid or the fair value of the assets, as
appropriate.

(b) Principles of consolidation.  The consolidated  financial statements include
the financial  information of the Company and its  subsidiaries.  The results of
subsidiaries  acquired or disposed of during the period are consolidated from or
to their effective dates of acquisition or disposal, respectively.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
Board  Statement  of  Financial   Accounting   Standards  No.  130,   "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of  comprehensive  income  and  its  components  in the  consolidated  financial
statements. There were no items of comprehensive income (loss) applicable to the
Company during the years covered in the consolidated financial statements.

All material  intercompany  balances and  transactions  have been  eliminated on
consolidation.

(c) Subsidiary. A subsidiary is an affiliate controlled by the Company directly,
or indirectly  through one or more  intermediaries.  The term control (including
the terms  controlling,  controlled by and under common  control with) means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
shares, by contract, or otherwise.

(d) Revenue  recognition.  Revenue is  recognized  when it is probable  that the
economic  benefits  will flow to the Company  and when the revenue and cost,  if
applicable, can be measured reliably and on the following basis.

Service revenue is recognized in the period when services are rendered.

(e)  Income  taxes.  Provision  for  income  and other  related  taxes have been
provided  in  accordance  with the tax  rates  and  lows in  effect  in  various
countries of operations.

Deferred  taxes are  provided  using the  liability  method for all  significant
temporary  differences  between  the  financial  statement  carrying  amounts of
existing assets and liabilities and their respective tax bases and net operating
loss carry forwards. The tax consequences of those differences are classified as
current or  non-current  based on the  classification  of the related  assets or
liabilities in the financial statements.

(f) Operating leases. Leases where substantially all of the rewards and risks of
ownership  of assets  remain  with the  leasing  company  are  accounted  for as
operating  leases.  Rentals payable under  operating  leases are recorded in the
accompanying  consolidated statement of operations on a straight-line basis over
the lease term.

(g)  Earnings  (Loss)  per share.  Basic  earnings  (loss) per common  share are
computed by dividing  earnings  (loss)  available to common  stockholders by the
weighted average number of common shares outstanding for the periods.

                                       F-9

<PAGE>

                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The calculation of diluted earnings (loss) per share is based on earnings (loss)
available to common  shareholders  and on the weighted  average number of common
shares outstanding  adjusted to reflect  potentially  dilutive  securities.  The
Company's stock warrants and stock options are anti-dilutive due to the net loss
per  share.  There  were no  adjustments  required  to net loss for the  periods
presented in the computation of diluted earnings per share. There were 9,022,684
common stock equivalents (CSE) excluded from the computation of diluted loss per
share.

(h) Related  parties.  Parties are considered to be related if one party has the
ability,  directly  or  indirectly,  to  control  the  other  party or  exercise
significant  influence  over the other party in making  financial  and operating
decisions.  Parties  are also  considered  to be related if they are  subject to
common control or common significant influence.

(i)  Foreign  currencies.  Transactions  in  currencies  other  than  functional
currencies  during the  period are  translated  into the  respective  functional
currencies  at the  applicable  rates of exchange  prevailing at the time of the
transactions.  Monetary assets and liabilities  denominated in currencies  other
than functional  currencies are translated into respective functional currencies
at the applicable rates of exchange in effect at the balance sheet date.

On  consolidation,   assets  and  liabilities  of  subsidiaries  denominated  in
respective  functional  currencies are translated  into United States Dollars at
the exchange rate as of the balance  sheet date.  The share capital and retained
earnings  are  translated  at  exchange  rates  prevailing  at the  time  of the
transactions.  Revenues, costs and expenses denominated in respective functional
currencies  are translated  into United States  Dollars at the weighted  average
exchange  rate for the  period.  The effects of foreign  currencies  translation
adjustments  are  included  as  a  separate   component  of  accumulated   other
comprehensive income.

(j)  Management's  use of estimates.  The preparation of consolidated  financial
statements in conformity with USGAAP  requires  management to make estimates and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting  period.  Such estimates  include but not limited to depreciation,
taxes and contingencies.  Actual results could differ from those estimates.  The
Company  has a change in  accounting  estimate of $17,755 as a result of an over
accrual of travel expenses due to a former  employee.  The change resulted in an
increase  in other  income of $17,755  and a reduction in accrued  liability  of
$17,755.

(k) Fair value of financial instruments. The estimated fair values for financial
instruments  under SFAS No.  107,  "Disclosures  about  Fair Value of  Financial
Instruments", are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined with
precision.  The estimated  fair values of the Company's  financial  instruments,
which  include  cash,  accounts  receivable,   prepaid  expenses,   advances  to
suppliers,  other receivables,  accounts payable and accrued expenses,  interest
payable,  advances from customers and notes payable,  approximate their carrying
values in the consolidated financial statements.

(l) Cash and cash  equivalents.  Cash  equivalents  include  all  highly  liquid
investments, generally with original maturities of three months or less that are
readily  convertible  to  known  amount  of cash and  which  are  subject  to an
insignificant risk of changes in value.


                                      F-10

<PAGE>

                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Fixed  assets  and  depreciation.  Fixed  assets are  recorded  at cost less
accumulated depreciation and impairment.  Repairs and maintenance  expenditures,
which are not  considered  improvements  and do not extend  the  useful  life of
property,  plant and equipment,  are expensed as incurred.  The cost and related
accumulated depreciation applicable to fixed assets sold or no longer in service
are  eliminated  from  the  accounts  and any  gain or loss is  included  in the
consolidated statement of operations.

Depreciation  is  calculated  to write off the cost of fixed  assets  over their
estimated useful lives from the date on which they become fully  operational and
after  taking  into  account  of their  estimated  residual  values,  using  the
straight-line method, at the following rates per annum:

Vehicles                                    20%
Office equipment                            20%

When assets are sold or retired,  their costs and accumulated  depreciation  are
eliminated  from the accounts and any gain or loss resulting from their disposal
is included in the consolidated statement of operations.

The Company recognizes an impairment loss on fixed assets when evidence, such as
the sum of  expected  future  cash  flows  (undiscounted  and  without  interest
charges),  indicates that future operations will not produce  sufficient revenue
to cover the related future costs, including depreciation, and when the carrying
amount of asset cannot be realized  through sale.  Measurement of the impairment
loss is based on the fair value of the assets.

IMPAIRMENT OF LONG-LIVED ASSETS

In  accordance  with  SFAS No.  144,  the  Company  reviews  and  evaluates  its
long-lived  assets for impairment  whenever  events or changes in  circumstances
indicate that their net book value may not be recoverable. When such factors and
circumstances  exist,  including  those noted above,  the Company  comparies the
assets'  carrying  amounts against the estimated  undiscounted  cash flows to be
generated by those assets over their  estimated  useful  lives.  If the carrying
amounts are greater than the  undiscounted  cash flows, the fair values of those
assets are estimated by discounting the projected cash flows.  Any excess of the
carrying amounts over the fair values are recorded as impairments in that fiscal
period.

(n)  Stock-based  compensation.  The Company  records  compensation  expense for
stock-based  employee  compensation  plans using the  intrinsic  value method in
which  compensation  expense,  if any,  is  measured as the excess of the market
price of the stock over the exercise price of the award on the measurement date.

On March 22, 2003,  the Company  granted  options to subscribe for shares of the
Company to its directors and officers ("Options I"). The option period commenced
on the effective date of grant and expired on October 31, 2004. The options were
granted at an exercise  price of $0.35 per share,  which was the market price on
the grant date. As of December 31, 2005, none of these options were outstanding.
50,000 options were exercised during 2004 and none were exercised during 2005.

On July 7, 2003,  the Company  granted  options to  subscribe  for shares of the
Company to its employees  ("Options II"). The option period commenced on October
1, 2004 and will expire three years after such date. The options were granted at
an exercise price of $0.41 per share, which approximates the market price on the
grant date.

During  the year  ended  December  31,  2005,  the  Company  granted  options to
subscribe for shares of the Company to its employees ("Obtions III"). The option
periods commenced January 19, 2005 and were granted on a series of dates through
August 9, 2005. The options were granted at exercise  prices ranging from $0.063
to $0.020,  each  approximating the market prices on the respective grant dates.
All the options granted during 2005 expire one year from their  respective grant
dates.  As of December  31, 2005,  6,571,605  options  were  outstanding  and no
options were exercised during the year ended December 31, 2005.

                                      F-11



<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

As the exercise  prices of the Company's stock options are either the same as or
approximate  the market prices of the  underlying  stock on the grant dates,  no
compensation  expense  has been  recognized  for stock  options  pursuant to APB
Opinion No. 25.

Had compensation prices of the same stock options been determined based on their
values at the dates of grant and been amortized over the period from the date of
grant to the date that the award is vested,  consistent  with the  provisions of
SFAS No.123,  the Company's net loss and loss per share would have been reported
as follows:

                                  Year ended              Year ended
                                  December 31,            December 31,
                                  2004                    2005
                                  -------------           --------------
Net loss
As reported                       ($4,029,162)            ($1,935,968)
Total stock-based
compensation expenses             $-0-                    $-0-
Pro forma                         ($4,029,162)            ($1,935,968)
Basic net loss per share
As reported                       ($0.116)                ($0.03)
Pro forma                         ($0.116)                ($0.03)

The fair  values of the options  have been  calculated  using the  Black-Scholes
option pricing model with the following assumptions:

            Expected volatility:             57%
            Risk-free interest rate:         3.5%
            Contractual life:                1.75 years

(o) New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R),  "Accounting  for Stock-Based
Compensation".  SFAS No. 123(R)  establishes  standards for the  accounting  for
transactions  in which an entity  exchanges its equity  instruments for goods or
services.  This Statement  focuses  primarily on accounting for  transactions in
which an entity obtains employee services in share-based  payment  transactions.
SGAS  123(R)  requires  that  the  fair  value  of such  equity  instruments  be
recognized  as expense in the  historical  financial  statements as services are
performed.  Prior to SFAS 123(R),  only certain  pro-forma  disclosures  of fair
value were  required.  SFAS 123(R) shall be effective  for the Company as of the
beginning  of the first  interim or annual  reporting  period that begins  after
December 15, 2005. The adoption of this new accounting pronouncement is expected
to have a  material  impact  on the  consolidated  financial  statements  of the
Company commencing with the third quarter of the year ending September 30, 2006.
Small  business  issuers  need not comply  with the new  standard  until  fiscal
periods beginning after December 15, 2005.

In November  2004, the FASB issued SFAS No. 151,  "Inventory  Costs" (SFAS 151).
This  Statement  amends  the  guidance  in ARB No.  43,  Chapter  4,  "Inventory
Pricing,"  to clarify  the  accounting  for  abnormal  amounts of idle  facility
expense,  freight,  handling  costs,  and wasted material  (spoilage).  SFAS 151
requires that those items be recognized as current-period  charges. In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  The  provisions of SFAS No. 151 are  effective for inventory  costs
incurred in fiscal years beginning after June 15, 2005.


                                      F-12
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

4. INCOME TAXES

The Company is subject to income taxes on an entity  basis on income  arising in
or derived from the tax  jurisdiction in which it is domiciled and operates.  As
the Company has incurred losses since inception,  there is no current  provision
for income taxes.

A  reconciliation  of the Company's  effective tax rate to the statutory rate in
the United States is as follows:

<TABLE>
<CAPTION>
                                                        Year Ended             Year Ended
                                                        December 31,           December 31,
                                                        2005                   2004
                                                        -----------            -----------
<S>                                                     <C>                    <C>
United States statutory rate                            34.0%                  34.0%
State taxes, net of Federal benefits                    3.3%                   3.3%
                                                        -----------            -----------

Statutory rate                                          37.3%                  37.3%
Effect of different tax rates of companies
operating in other jurisdiction                         (1.0%)                 (1.0%)
Non-deductible expenses                                 (0.2%)                 (1.9%)
Valuation allowance for deferred tax assets
 (Note (a))                                             (31.0%)                (29.3%)
Effect of tax holidays (Note (b))                       (5.1%)                 (5.1%)
                                                        -----------            -----------

                                                        --                     --
                                                        ===========            ===========
</TABLE>

(a)  The  Company's  operating  loss  carry  forward  amounted  to  a  total  of
approximately  $1,200,000  that will expire  after twenty years from the year of
the losses were incurred unless utilized. Additionally, the ability to recognize
the benefit from the net operating  loss carry  forwards of the Company could be
limited  under  Section 382 of the  Internal  Revenue  Code if  ownership of the
Company  changes  by more than 50%,  as  defined.  As a result,  the  income tax
benefit of the net operating loss carry forwards has not been recognized.

(b) All of the Company's  income was generated in the PRC by Tianjin  Create Co.
(and In-Touch prior to discontinued  operations in 2004.) Tianjin Create Co. and
In-Touch,  both being hi-tech enterprises,  are exempted from the PRC enterprise
income tax from 2004 to 2005,  followed  by a 50%  reduction  for the next three
years.  Under  current  PRC tax  laws,  In-Touch's  losses  of  $553,625  (2003:
$545,000)  will expire after five years.  The tax effect of Tianjin Create Co.'s
net loss for 2005 is immaterial to the consolidated  financial  statements taken
as a whole.



                                      F-13

<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

4. INCOME TAXES (continued)

Deferred  income  taxes  reflect  the net tax  effect of  temporary  differences
between the carrying amount of assets and  liabilities  for financial  reporting
purposes  and  the  amounts  used  for  income  tax  purposes.  The  significant
components of the Company's deferred tax assets are as follows:

Net operating loss carry forward:                       $   448,000
Start-up and cost capitalized for tax purposes:           1,351,000
                                                        -----------

Total deferred tax assets                                 1,799,000
Valuation allowance for deferred tax assets              (1,799,000)
                                                        ------------

Net deferred taxes                                      $    -0-
                                                        ============

5. LOANS PAYABLE

The loans were  advanced by three Chinese  companies in prior years,  which were
unsecured,  interest-free  (interest  was  imputed)  and had no fixed  repayment
terms.

During  2005,  $220,831 in loans  payable  were  forgiven  by all three  Chinese
companies in 2005.  This amount is included in other income in the  accompanying
consolidated statements of operations.

6. NOTES PAYABLE

The notes  payable at December 31, 2005 are  unsecured,  bear interest at 8% per
annum and are all currently payable. Other details are set out below:

<TABLE>
<CAPTION>
                                                                                               Amount as of
                                                                                               December 31,
     Holder             Issue Date          Maturity Date      Original Amount                     2005
<S>                <C>                    <C>                      <C>                             <C>

Unrelated          September 17, 2002     February 28, 2003        $50,000
individual
                   January 17, 2002       February 28, 2003        $50,000
                   May 21, 2003           August 30, 2003          $40,000
                   May 21, 2003           August 30, 2003          $35,000
                                                                 ----------
                                                                   $175,000                        $ 69,600
                                                                 ==========

Unrelated entity   July 31, 2003          September 30, 2003       $20,000                         $ 20,000


Unrelated          July 31, 2003          June 11, 2004            $30,000                         $ 30,000
individual

Related party      August 30, 2005        December 31, 2005        $12,875                         $ 12,875
Director           to November 8, 2005

Related party      August 1, 2005         July 2, 2006             $12,698                         $ 12,698
Director           to Devember 20, 2005

Unrelated          October 12, 2005       Paid off in              $ 5,000                         $ 5,000
individual                                January 2006

Unrelated          January 1, 2005        July 15, 2005            $20,000                         $20,000
individual         to July 11, 2005
                                                                                                 -----------
                                                                                                   $170,173
                                                                                                 ===========

</TABLE>
                                      F-14
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

6. NOTES PAYABLE (continued)

The  Company is in default on all of its notes  payable.  The Company is working
with the note holders to satisfy these outstanding obligations.  It is exploring
the  conversion  of the amounts  due with  interests  into  common  stock of the
Company, where possible.

During 2004,  one of the former notes payable of $80,000 and an additional  2004
loaned  amount of $45,000  was  converted  into  $125,000  in common  stock at a
conversion price of $.19 per share by a related party.

During  2004,  $30,000  of former  convertible  debt was  converted  into  notes
payable.

During 2005  $50,000 of notes  payable  was  converted  into common  stock by an
unrelated individual note holder.

7. RELATED PARTY TRANSACTIONS

In  addition  to  the  transactions/information  disclosed  elsewhere  in  these
consolidated  financial statements,  the Company had the following  transactions
with related parties.

    During the years ended December 31, 2004 and 2005, the Company paid amounts
to related parties as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                                         NATURE OF
NAME                RELATIONSHIP                             AMOUNT PAID ($)             PAYMENT (a)
                                                    -------------------------------
                                                          2004               2005
----------------------------------------------------------------------------------------------------------
<S>                 <C>                                 <C>                   <C>        <C>
                    Former President,
                    CEO & CFO                            50,000               -0-        Consulting fee
Brad Woods          January 2004 - April 2004
                    Current Director
---------------------------------------------------------------------------------------------------------
Train Top           Beijing In-Touch President,          125,000              -0-        Consulting fee
---------------------------------------------------------------------------------------------------------
                    Current Director,                    14,600               -0-        Consulting fee;
Henry Zaks (b)      Notes holder                                                         Promissory note
---------------------------------------------------------------------------------------------------------
Dr. Allan Rabinoff  Former Director                      28,290               -0-        Consulting fee
---------------------------------------------------------------------------------------------------------
Pedro E. Racelis    CEO/President/Director               111,134              -0-        Consulting fee
III (c)
---------------------------------------------------------------------------------------------------------
Michael A. Bowden   COO & Director                       54,917               -0-        Consulting fee;
(d)                                                                                      Promissory note
---------------------------------------------------------------------------------------------------------
</TABLE>
(a)  Each of the individuals listed in the table received the fees enumerated in
     this table prior to each joining the Company's board of directors.

(b)  On June 27, 2003 and July 31, 2003, Henry Zaks, a Director, loaned the
     Company $80,000 and the Company issued a promissory note in such amount
     payable to Mr. Zaks. Henry Zaks was compensated prior to joining the Board
     as a consultant to review administration and accounting. During 2004, Henry
     Zaks converted notes payable of $80,000 and $45,000 into 657,895 shares of
     common stock at a conversion price of $0.19 per share. During 2005, Henry
     Zaks converted notes payable of $30,000 into shares of common stock at a
     conversion price of $0.05 per share, and converted notes payable of $20,000
     into 857,085 shares of common stock at a conversion price of $0.029 per
     share. During the first five months of 2006, Henry Zaks loaned the Company
     $23,217 and on May 3, 2006, the Company issued a promissory note in such
     amount payable to Mr. Zaks payable in full on October 2, 2006.

                                      F-15
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


7.   RELATED PARTY TRANSACTIONS (continued)

(c)  During  the  first  five  months  of 2006,  Pedro E. Racelis, the Company's
     CEO/President/Director  loaned  the Company $15,500 and on May 3, 2006, the
     Company  issued  a  promissory  note  in such amount payable to Mr. Racelis
     payable in full on July 2, 2006.

(d)  On  August 1, 2005,  the  Company's COO and Director, Michael Bowden loaned
     the Company $12,698.16 and  the  Company  issued  a promissory note in such
     amount payable to Mr. Bowden payable in full  on July 2, 2006. During 2006,
     Michael  Bowden  loaned  the  Company  $73,059.35  and on May 3, 2006,  the
     Company issued a promissory note  in  such  amount  payable  to  Mr. Bowden
     payable in full on July 2, 2006.

8.   COMMITMENTS AND CONTINGENCIES

On March 1, 2006, the Company  entered into a new employment  agreement with Mr.
Racelis  as  President  and  Chief  Executive  Officer  for a term of six  years
renewable for one year after the original  term expires.  Under the terms of the
new employment agreement, Mr. Racelis will be paid an annual salary of $250,000,
with increases of 10% annually.

On March 1, 2006, the Company  entered into a new employment  agreement with Mr.
Bowden as its Chief Operating  Officer for a term of six years renewable for one
year after the  original  term  expires.  Under the terms of the new  employment
agreement,  Mr. Bowden will be paid an annual salary of $225,000, with increases
of 10% annually.

The Company  leases  certain  office  premises  under  non-cancelable  operating
leases.  All leases are for a term of less than one year.  Rental expenses under
operating  leases was $7,214 and $168,568 for the years ended  December 31, 2005
and 2004, respectively.

9. EMPLOYEE RETIREMENT BENEFIT PLANS

As stipulated by the rules and  regulations  in the PRC, the Company is required
to  contribute  to a  state-sponsored  social  insurance  plan  for  all  of its
employees  who are  residents  of PRC at a rate of 20% on an agreed  amount with
each of its  employee,  subject  to limits  set out by the PRC  government.  The
Company  has  no  further   obligations  for  the  actual  pension  payments  or
post-retirement  benefits beyond the annual  contributions.  The state sponsored
retirement plan is responsible for the entire pension obligations payable to all
employees.

The  pension  expense  for the year  ended  December  31,  2005 was $-0- and for
December 31, 2004 it was $41,631.

10. REPORT ON SEGMENT INFORMATION

The Company adopted SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and Related  Information",  in respect of its operating segments.  The Company's
income is substantially  derived from the operation in a single business segment
which is the  provision  of  broadband  data,  video  and  voice  communications
services. In addition,  the Company's services are only provided to customers in
the PRC. Therefore, no geographical segment information is presented.

                                      F-16

<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


11. OPERATING RISKS

(a) Country risks

The  Company  may be  exposed to the risks as a result of its  operations  being
carried out in the PRC. These include risks associated  with, among others,  the
political,  economic and legal environmental and foreign currency exchange.  The
Company's  results  may be  adversely  affected by change in the  political  and
social  conditions  in the PRC,  and by changes in  governmental  policies  with
respect to laws and regulations, anti-inflationary measures, currency conversion
and remittance  abroad,  and rates and methods of taxation,  among other things.
The Company's  management does not believe these risks to be significant.  There
can be no assurance,  however,  those changes in political and other  conditions
will not result in any adverse impact.

(b) Cash balances

The Company  maintains its cash balances with various banks and trust  companies
located in the PRC. In common with local practice,  such amounts are not insured
or  otherwise  protected  should  the  amounts  placed  with the banks and trust
companies  be  non-recoverable.  There has been no history  of credit  losses in
these regards and there are neither  material  commitment fees nor  compensating
balance requirements for all outstanding loans of the Company.

12. STOCK WARRANTS

In prior years, the Company issued 670,000 warrants to non-employees and none of
the warrants has been  exercised.  Upon the reverse  acquisition  as detailed in
note 1 to the financial statements, those warrants were converted into 1,953,125
warrants of the Company.  Each warrant entitles its holder to purchase one share
of the  Comapny's  common  stock at $1.00 per share.  The Company  extended  the
exercise date of these warrants until and prior to July 1, 2006.

In June 2004, the Company issued 261,670  warrants to non-employees in a private
placement.  None of these warrants has been exercised. Each warrant entitles its
holder to purchase one share of the  Company's  common stock at $0.45 per share.
These warrants are exercisable until and prior to July 1, 2006.  Michael Bowden,
a Director  and COO of the Company  holds 50,000 of these  warrants,  where were
issued to him prior to his employment as an officer with the Company.

Henry Zaks, a Director of the Company  holds  236,842  warrants  exercisable  at
$0.40 per share. These warrants are exercisable until and prior to July 8, 2007.

As a result, total warrants outstanding at December 31, 2005 were 2,451,079.

13. EQUITY

On November 22, 2004, the Company legally amended its Articles of  Incorporation
to increase its  authorized  common shares to  250,000,000  with a continued par
value of $.001 per share.

14. DISCONTINUED OPERATIONS

During 2004,  the Company's  operating  subsidiaries  ceased  operations  due to
recurring losses and change in management.  The subsidiaries represented 100% of
the  Company's  revenues.  The  discontinued  operations  are  reported in these
consolidated financial  statements for reporting year of December 31, 2004
as follows:

                                             2005        2004
                                             ----        ----

Revenues                                     $  -        $   259,467
Costs and Expenses                           $  -        $(1,278,680)
                                             ------------------------
Loss from discontinued operations            $  -        $(1,019,213)
                                             ------------------------

                                      F-17

<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

15. SUBSEQUENT EVENTS

On March 1, 2006, the Company  entered into a new employment  agreement with Mr.
Racelis for a term of six years  renewable  for one year after the original term
expires.  Under the terms of the new employment  agreement,  Mr. Racelis will be
paid an annual salary of $250,000, with increases of 10% annually.

On March 1, 2006, the Company  entered into a new employment  agreement with Mr.
Bowden for a term of six years  renewable  for one year after the original  term
expires.  Under the terms of the new  employment  agreement,  Mr. Bowden will be
paid an annual salary of $225,000, with increases of 10% annually.

During the first five months of 2006,  Henry Zaks loaned the Company $23,217 and
on May 3, 2006, the Company  issued a promissory  note in such amount payable to
Mr. Zaks payable in full on October 2, 2006.

During  the  first  five  months  of  2006,  Pedro  E.  Racelis,  the  Company's
CEO/President/Director  loaned  the  Company  $15,500  and on May 3,  2006,  the
Company issued a promissory  note in such amount payable to Mr. Racelis  payable
in full on July 2, 2006.

During the first five months of 2006,  Michael Bowden loaned the Company $73,059
and on May 3, 2006, the Company issued a promissory  note in such amount payable
to Mr. Bowden payable in full on July 2, 2006.

On May 18,  2006,  the Company  entered  into an amended  agreement  whereby the
Company agreed to further pay $105,307 in cash to the founders of Tianjin Create
IT Co. by August  31,  2006 in  connection  with the  Company's  acquisition  of
Tianjin Create IT Co.


16.  PRIOR PERIOD ADJUSTMENT

Accounts  payable  and  accrued  expenses  at the  beginning  of 2005  has  been
adjusted.  The  adjustments  resulted from addition 2004 unpaid vendor  invoices
that were  discovered by  management of the Company in 2006.  The errors have an
effect on net loss for 2004 in the amount of $52,799.




                                      F-18