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

                                   FORM 10-KSB

(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, 2004

[ ]  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 of incorporation         (I.R.S. Employer
              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 (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. __

State issuer's revenues for its most recent fiscal year:  $-0-

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: $ 3,537,567 as of March 15, 2005

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 47,167,569 as of December 31, 2004

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


<PAGE>

                 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.

         In-Touch  provided  broadband  data,  video  and  voice  communications
services  to  customers  that were not served by existing  landline  based fiber
networks.  During  the 4th  quarter  of 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.

         On December 8, 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.


                                       2
<PAGE>

         On March 8, 2005, Jiaxin and we signed a strategic agreement to form CJ
Information  Technology  Company,  which  will  become  the  vehicle  to provide
information  technology  services  in  China.  We  incorporated  CJ  Information
Technology  Company in Nevada on March 10, 2005.  As of the date of this report,
we own 51% of CJ Information  Technology  Company,  while Jiaxin owns 49%. These
percentages  are likely to change as we raise funding for Tianjin  Create IT Co.
Ltd.  However,  we  anticipate  that we will  continue  to own a majority of the
outstanding stock.

         CJ  Information  Technology  Company owns 60% of Tianjin  Create IT Co.
Ltd.,  a limited  liability  company  formed in the PRC,  in  consideration  for
funding of $250,000.  Tianjin Create Co. owns the other 40% in consideration for
the transfer of its operating assets into the new company. Tianjin Create Co. is
a computer  network  systems  integration  and broadband  integrator  located in
Tianjin  City,  China.  Its customer base  includes  universities  and colleges,
enterprises businesses, and government entities.

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 the company's  overall  strategy to become a premier  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.

KEY ALLIANCES AND PARTNERSHIPS

         On August 15, 2003,  we signed a contract with MCI  International  Ltd.
Co. ("MCI"),  which permits us to extend the reach of our information technology
and  services in China.  This  agreement  allows  China  Wireless to provide MCI
International ATM [asynchronous transport mode] services to reach North America,
South  Pacific,  Asian and  European  markets to our  existing  suite of service
offerings.  ATM service  enables  customers  to transmit  voice,  video and data
communications  over a single virtual network to and from Europe,  North America
and  other  world-wide   locations  served  by  MCI  facilities.   Domestic  and
International services are available to customers within China as well as access
to China by worldwide customers. Our monthly recurring charge is $32,817 for the
China IPL  [international  private line] circuit with a minimum term of 3 years.
This agreement with MCI provides voice,  video and data transport service to our
customers in China, and worldwide connections at MCI international locations. We
are able to offer this service to our customers at prices we determine, which is
generally influenced by market competition.

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.

                                       3

<PAGE>


EMPLOYEES

         As of March 31, 2005, we have 5 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.

         By means of a written  consent to action dated  September 30, 2004, the
holders of a majority of our  outstanding  shares  approved an  amendment to the
Articles of Incorporation to increase the number of authorized  shares of common
stock to 250,000,000.


                                     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:

                                                           BID OR TRADE PRICES


        2003 FISCAL YEAR                                HIGH             LOW

        Quarter Ending 03/31/03....................... $ 0.85          $ 0.70
        Quarter Ending 06/30/03....................... $ 0.45          $ 0.41
        Quarter Ending 09/30/03....................... $ 0.90          $ 0.75
        Quarter Ending 12/31/03....................... $ 0.52          $ 0.45

        2004 FISCAL YEAR                                HIGH             LOW

        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

         As of December 31, 2004, there were approximately 273 record holders of
our common stock

         On March 15, 2005,  the closing price for our common stock on the OTCBB
was $0.075.

                                       4
<PAGE>

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

         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 4th quarter 2004 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  4th  quarter  of  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 now in the process of changing our business  direction  from the
management  of a wireless  broadband  network to the  development  of technology
integration  and IP  services in China.  We decided to utilize  the  services of
Jiaxin Consulting Group, which has extensive  experience in business development
and asset  management in China. We formed CJ Information  Technology  Company on
March 10,  2005,  which will be the vehicle  through  which we manage all of our
assets and operations in China. CJ Information Technology Company in turn formed
a foreign joint venture called Tianjin Create IT Co. Ltd.

         Through  Tianjin  Create IT Co. Ltd., we are a provider of  information
technology  and IP services to  customers in China in  conjunction  with Tianjin
Create  Co.  Through  our  partner  Tianjin  Create  Co. we are able to  provide
engineering  and IP service  support for  existing  and future IP  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, 2004 of  $4,029,162,  and at December
31, 2004 had an accumulated  deficit of $8,580,228 and a working capital deficit
of  $444,215.  These  conditions  raise  substantial  doubt as to our ability to
continue as a going  concern.  These  consolidated  financial


                                       5
<PAGE>

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 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.  Exchange gains and losses are recorded in the statement
of operations.

CHINESE TAX HOLIDAY

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

RESULTS OF OPERATIONS

         In December of 2004,  we closed  In-Touch in Beijing.  The  decision to
discontinue  these  operations was due to higher than expected  operating costs,
the   inability  to  acquire  the   necessary   infrastructure,   and  increased
competition. Revenues from our operations had been generated by In-Touch. Due to
the  closing of  In-Touch,  our  statements  of  operations  do not  reflect any
revenues. Instead, our statements reflect losses from discontinued operations of
$1,019,213  and  $1,193,794  for the 2004 and 2003 fiscal  years,  respectively.
Operating  expenses  for the year ended  December  31, 2004 were  $3,106,942  as
compared to $2,325,604  for the year ended December 31, 2003. Net losses for the
years  ended  December  31,  2004  and  2003  were  $4,029,162  and  $3,536,067,
respectively.  Operational  expenses for year ended  December 31, 2004  included
$3,106,942 relating to issuance of stock for compensation.

                                       6
<PAGE>

         In the 3rd Quarter 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 2004, it was deemed  imperative that we seek
an alternative plan to recover the business and regain shareholder confidence in
the company.

         In the 4th Quarter 2004, the  management  team began  discussions  with
Jiaxin and Tianjin,  China to assist in gaining  entry into the new markets such
as  universities,   brokerage  firms,  various  China  government  agencies  and
commercial  business  enterprises  utilizing  information  technologies.  Jiaxin
provided  consulting  services to re-evaluate  our efforts to maintain our broad
technology base with clients in China, as well as provide business development.

LIQUIDITY AND CAPITAL RESOURCES

         At December  31, 2004,  we had current  assets of $4,789 as compared to
$227,734 at December 31, 2003,  and current  liabilities of $449,004 at December
31, 2004,  resulting in a working capital deficit of $444,215,  as compared to a
deficit of $693,179 at December 31, 2003.

         For the year ended  December 31, 2004,  we used  $1,066,583 of cash for
our  operating  activities,  while  financing  activities,  which  consisted  of
proceeds  from the issuance of our common stock,  provided  cash of $645,130.  A
decrease in pledged deposits and the discontinuation of operations also provided
cash of $422,436.  In  comparison,  during 2003, we used  $1,138,054 of cash for
operating  activities  and $381,468 for investing  activities,  which  consisted
primarily of the  acquisition of property,  plant and  equipment,  which cash of
$1,325,752 was provided by financing activities.  Financing activities consisted
of sales of our common stock and borrowing.

PLAN OF OPERATION

         We have recently focused our efforts in 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.

         Our  original  efforts to  provide  design  and  construction  of fixed
wireless  broadband  network  systems  will be part of the  overall  information
technology  strategies being executed.  However, we plan to broaden our scope to
become  a  systems  integration  company  that  will  provide  a  broad  base of
information  technologies to our clients. These technologies include engineering
design,  implementation,  Wi-Fi,  broadband wireless,  systems  integration,  IP
securities,  data  storage,  voice/video/data  telecommunications  services  and
managed services.

         By  partnering  with Tianjin  Create Co. and  utilizing the services of
Jiaxin, we plan to build upon their existing business and experience. We believe
that we will have a better  chance to succeed  through  this route  rather  than
starting a new business "from scratch."

         The  appointment  of a new  Chief  Operating  Officer  to  oversee  the
operations in China will be announced shortly.  We plan to increase our staffing
levels in China only as required or as the business growth demands such action.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


                                       7
<PAGE>

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

         Effective  February 19, 2003, we engaged The Rehmann Group  ("Rehmann")
as our principal  accountant  (such engagement was approved by our then board of
directors).  Edwards, Melton, Ellis, Koshiw & Company, P. C. ("Edwards") was our
principal accountant preceding Rehmann.  Edwards resigned effective December 19,
2002 as our independent  accountant because it informed us that it was no longer
going to be conducting audits of public companies.

         Prior to our  engagement of Rehmann,  we had not consulted with Rehmann
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.

         On April 15, 2003, we dismissed Rehmann as our independent accountants,
due primarily to the transaction with SCP. Our management recommended the change
in independent  accountants,  and our board of directors approved the change. In
March 2003, Moores Rowland was engaged to be our  international  accounting firm
(such  engagement was approved by our then board of directors).  Previously,  in
January 2003, SCP engaged Moores Rowland as our principal accountant.

         Prior to our  engagement of Moores  Rowland,  we had not consulted with
Moores Rowland 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.

         Rehmann's reports on the financial statements for the fiscal year ended
December  31,  2002 did not  contain  an adverse  opinion,  or a  disclaimer  of
opinion, or was qualified as to audit scope or accounting  principles.  However,
the unqualified opinion included an explanatory  paragraph regarding our ability
to continue as a going concern. Furthermore, during the most year ended December
31, 2002 and through April 15, 2003, there were no disagreements with Rehmann on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope and procedures,  which  disagreements,  if not resolved to the
satisfaction  of Rehmann,  would have caused that firm to make  reference to the
subject matter of such disagreements in connection with its reports.

         On  October 1,  2003,  Moores  Rowland  merged  with  Mazars and is now
practicing under the name of Moores Rowland Mazars.

         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.

         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,  or was 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 most recent fiscal  period/year  ended December 31, 2003
and the  subsequent  interim  period  through  January 11,  2005,  there were no
disagreements with Moores Rowland Mazars on any matter of


                                       8
<PAGE>

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 our two most recent fiscal  period/year ended December 31, 2003
and the subsequent interim period ended January 11, 2005.

         On  February  1,  2005,  we engaged  Bongiovanni  &  Associates,  P.A.,
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, P.A.

         Prior to the engagement of  Bongiovanni & Associates,  P.A., we had not
consulted  Bongiovanni & Associates,  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, 2004. 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.


                                    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:

<TABLE>
<CAPTION>
    NAME                           AGE       POSITION
<S>                                <C>       <C>

    Pedro E. Racelis III            54       Interim President, Chief Executive Officer and Director

    Allan Rabinoff                  58       Chairman of the Board of Directors

    Henry Zaks                      61       Director

    Michael Bowden                  55       Vice President Operations and Director

    Brad Woods                      45       Director
</TABLE>


                                       9
<PAGE>

         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, INTERIM PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

         Mr. Racelis has been our Interim  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), in the past five years before joining China
Wireless.

ALLAN RABINOFF, CHAIRMAN OF THE BOARD OF DIRECTORS

         Dr.  Allan  Rabinoff  has  been  a  principal  in  Intelligent  Network
Communications,  LLC and IP2IP,  LLC, since  November  2001.  Dr.  Rabinoff also
served as a  corporate  advisor to Helvstar  S.A.,  a Swiss  investment  holding
company, with focused investments in manufacturing and distribution companies in
Europe,  the US,  and  Asia.  Dr.  Rabinoff's  role was to  evaluate  technology
commercialization  and investment  opportunities,  make  recommendations  to the
board of directors,  and assist companies in structuring a possible relationship
with Helvstar. Based on his recommendation, Helvstar concluded and implemented a
multi-million dollar technology  commercialization deal in 1999. Previously, Dr.
Rabinoff had accepted the  responsibilities  of Director for First Star Ventures
Inc., a Nevada  corporation,  which provided  executive  consulting  services to
companies  seeking  private  equity  funding  or  assistance  with  mergers  and
acquisitions.  Throughout  his  business  career he has  focused  on  maximizing
opportunities in a rapidly changing business  environment He has been a director
since February 2004.

HENRY ZAKS, DIRECTOR

         Mr.  Zaks has  been a  director  since  October  2003.  He has been the
President of Zaks-Shane,  LTD., a Wisconsin-based  organization that specializes
in  marketing  business-to-business  solutions  to both  corporations  and small
companies.  He has over 30 years as a sales professional,  and is renowned as an
insurance marketing expert. He became a director on October 9, 2003.

MICHAEL A. BOWDEN, VICE PRESIDENT OPERATIONS AND DIRECTOR

         Mr. Bowden has been our Vice President of Technology  Operations  since
February  2003  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  provided  telecommunications  consulting
services 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 was  previously  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


                                       10
<PAGE>

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 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 2004 the board of  directors  did not have a standing  audit,
nominating,  or  compensation  committees,  rather the entire board of directors
acted in such capacity.

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

         As our common stock is not registered under the Securities Exchange Act
of 1934, we are not subject to Section 16(a) of the Exchange Act.


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>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------

                                                                          LONG TERM COMPENSATION
                                                                    -------------------------------------
                                ANNUAL COMPENSATION                         AWARDS             PAYOUTS
                   --------------------------------------------------------------------------------------
                                                         OTHER      RESTRICTED   SECURITIES
   NAME AND                                             ANNUAL        STOCK      UNDERLYING      LTIP      ALL OTHER
   PRINCIPAL       FISCAL                              COMPENSA-     AWARD(S)     OPTIONS/      PAYOUTS    COMPENSA-
   POSITION         YEAR    SALARY ($)    BONUS ($)     TION($)        ($)        SARS (#)        ($)       TION($)
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>          <C>            <C>        <C>          <C>            <C>          <C>
  Peter Racelis     2004      111,134        -0-          -0-        64,000       800,000        -0-          -0-
 Vice President
       (1)<F1>
--------------------------------------------------------------------------------------------------------------------------
  Brad A.Woods      2004       40,000        -0-          -0-          -0-          -0-          -0-          -0-
     Interim        2003      153,305      15,750         -0-          -0-        300,000        -0-          -0-
  President
       (2)<F2>
--------------------------------------------------------------------------------------------------------------------------

                                       11
<PAGE>

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

                                                                          LONG TERM COMPENSATION
                                                                    -------------------------------------
                                ANNUAL COMPENSATION                         AWARDS             PAYOUTS
                   --------------------------------------------------------------------------------------
                                                         OTHER      RESTRICTED   SECURITIES
   NAME AND                                             ANNUAL        STOCK      UNDERLYING      LTIP      ALL OTHER
   PRINCIPAL       FISCAL                              COMPENSA-     AWARD(S)     OPTIONS/      PAYOUTS    COMPENSA-
   POSITION         YEAR    SALARY ($)    BONUS ($)     TION($)        ($)        SARS (#)        ($)       TION($)
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>          <C>            <C>        <C>          <C>            <C>          <C>
  Philip Allen      2003      32,434        75,000        -0-          -0-          -0-          -0-          -0-
  Former CEO
    (3)<F3>
--------------------------------------------------------------------------------------------------------------------------
  Peter Fisher      2003      150,000        -0-          -0-          -0-          -0-          -0-          -0-
     Former         2002        -0-          -0-          -0-          -0-          -0-          -0-          -0-
   Director
    (4)<F4>
--------------------------------------------------------------------------------------------------------------------------
  Tyler Fisher      2003      108,000        -0-          -0-          -0-          -0-          -0-          -0-
 Former Director
    (4)<F4>
--------------------------------------------------------------------------------------------------------------------------
--------------------
<FN>
(1)<F1>  Mr. Racelis become the Interim 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.  Peter  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.
</FN>
</TABLE>

         There have been no grants stock  appreciation  rights,  benefits  under
long-term incentive plans or other forms of compensation involving our officers,
through December 31, 2004.

         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.  However,  we  propose  to pay them in the
future.

EMPLOYMENT AGREEMENTS

         On June 2, 2004,  Brad Woods was removed as  President & CEO. The Board
offered  a  severance  package  to Brad  Woods,  which he  refused  to sign.  In
addition, the consulting agreement with Kent Lam was not renewed.

         On April 16, 2004 Pedro E. Racelis III was installed as President & CEO
for a term of 6 years  renewable  for one year after the original  term expires.
Salary for employee is one hundred and twenty thousand ($120,000.00) dollars per
first year term with 10% 10% annual increase commencing on the first anniversary
the agreement.

         On December 3, 2004  Michael A. Bowden was hired as Vice  President  of
Technology  for a term of 6 years  renewable  for one year  after  the  original
expires.  Salary for employee is seventy two thousand  ($72,000.00)  dollars per
first year term with 10% annual increase commencing on the first anniversary the
agreement.

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,


                                       12
<PAGE>

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,  2004  options to  purchase  550,000  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 December 31, 2004:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                               AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>                    BENEFICIAL OWNERSHIP      PERCENT OF CLASS (2)<F2>
------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                            <C>
Brad Woods                                                           1,160,000                       2.46%
1746 Cole Boulevard, Suite 225
Golden, Colorado 80401
------------------------------------------------------------------------------------------------------------------

                                       13
<PAGE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                               AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>                    BENEFICIAL OWNERSHIP      PERCENT OF CLASS (2)<F2>
------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                            <C>
Henry Zaks                                                           3,927,023                       8.32%
11649 N. Port Washington Rd, Suite 224
Mequon, WI 53092
------------------------------------------------------------------------------------------------------------------

Dr. Allan Rabinoff                                                   1,443,000                       3.05%
11649 N. Port Washington Rd, Suite 224
Mequon, WI 53092
------------------------------------------------------------------------------------------------------------------

Pedro E. Racelis III                                                 2,188,737                       4.64%
1746 Cole Boulevard, Suite 225
Golden, Colorado 80401
------------------------------------------------------------------------------------------------------------------

Michael A Bowden                                                     1,240,000                       2.62%
1746 Cole Boulevard, Suite 225
Golden, Colorado 80401
------------------------------------------------------------------------------------------------------------------

All officers and Directors as a Group (5 persons)                    9,958,760                      21.11%
------------------------------------------------------------------------------------------------------------------
-------------
<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 47,167,569 shares of Common Stock outstanding as
         of December 31, 2004. If a person listed on this table has the right to
         obtain  additional  shares of Common  Stock within sixty (60) days from
         December 31, 2004, 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.
</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, 2004, 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                 550,000                       0.36                        638,341
approved by securities holders
-------------------------------------------------------------------------------------------------------------------
Equity compensation plans not              None                         None                         None
approved by securities holders
-------------------------------------------------------------------------------------------------------------------
Total                                     550,000                       0.36                        638,341
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14
<PAGE>

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, 2003 and 2004,  we paid amounts to
related parties as follows::

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
NAME                 RELATIONSHIP                                   AMOUNT PAID                 NATURE OF PAYMENT
                                                              2003                 2004         (a)<F1>
------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                    <C>                  <C>            <C>
Brad Woods           President/CEO/CFO January              $169,055             $50,000        Consulting fee
                     01/2004- April 30, 2004
------------------------------------------------------------------------------------------------------------------
Train Top            Beijing In-Touch President             $198,112             $125,000       Consulting fee
                     Kent Lam's Company
------------------------------------------------------------------------------------------------------------------
Henry Zaks (b)<F2>   Director, Former note holder           $14,600              $14,600        Consulting fee
------------------------------------------------------------------------------------------------------------------
Dr. Allan Rabinoff   Director                               $28,290              $28,290        Consulting fee
------------------------------------------------------------------------------------------------------------------
Pete Racelis         CEO/President/Director May             $75,870              $111,134       Consulting fee
                     1,2004- December 31, 2004
------------------------------------------------------------------------------------------------------------------
Michael Bowden       Vice President of Technology             $-0-               $54,917        Consulting fee
------------------------------------------------------------------------------------------------------------------
Phillip Allen        President/CEO March 2003 -             $107,434               $-0-         Consulting fee
                     August 2003
------------------------------------------------------------------------------------------------------------------
Blake Ratliff        Shareholder and former Chief           $21,874                $-0-         Consulting fee
                     Operating Officer of SCP
------------------------------------------------------------------------------------------------------------------
<FN>
(a)<F1> Each of the individuals listed in the table received the fees enumerated
        in this table prior to each joining our board of directors.

(b)<F2> On  June 27, 2003 and July 31, 2003, Henry Zaks loaned us $80,000 and we
        issued a promissory note in such amount payable to Mr. Zaks.  This  loan
        was converted into common stock during 2004.  Henry Zaks was compensated
        prior to joining the Board as a consultant  to review administration and
        accounting.
</FN>
</TABLE>

         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.


ITEM 13. EXHIBITS

(a)      EXHIBITS:


                                       15
<PAGE>

--------------------------------------------------------------------------------
    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
--------------------------------------------------------------------------------
       10.2         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
--------------------------------------------------------------------------------
       10.4         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
--------------------------------------------------------------------------------
      10.13         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,
--------------------------------------------------------------------------------
       16.1         Letter from the Rehmann Group, dated April 22, 2003 (8)
--------------------------------------------------------------------------------
       16.2         Letter from Moores Rowland, dated February 28, 2005 (9)
--------------------------------------------------------------------------------
        21          Subsidiaries of the registrant
--------------------------------------------------------------------------------

                                       16
<PAGE>

--------------------------------------------------------------------------------
    REGULATION
    S-B NUMBER                           EXHIBIT
--------------------------------------------------------------------------------
       31.1         Rule 15d-14(a) Certification
--------------------------------------------------------------------------------
       32.2         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.


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 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, 2004, Bongiovanni is expected to
bill approximately $24,394for the audit of our annual financial statements.  For
the fiscal year ended December 31, 2004, Moores billed $18,000 for the review of
our Form 10-QSB  filings.  For the fiscal year ended  December 31, 2003,  Moores
billed  $30,000 for the audit of our annual  financial  statements and 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 2004 and 2003.

TAX FEES

         For the fiscal year ended December 31, 2004, Bongiovanni is expected to
bill $0 for tax  compliance,  tax advice,  and tax  planning  services.  For the
fiscal year ended December 31, 2003,  Moores billed $0 for tax  compliance,  tax
advice, and tax planning services.


                                       17

<PAGE>

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.




















                                       18

<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:  April 15, 2005              By: /s/ PEDRO E. RACELIS III
                                      ------------------------------------------
                                      Pedro E. Racelis III
                                      Interim 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>
                                                  Interim President (Principal
                                                  Executive Officer) and Chief
/s/ PEDRO E. RACELIS III                          Financial Officer (Principal
------------------------------------              Financial and Accounting Officer)            April 15, 2005
Pedro E. Racelis III


/s/ HENRY ZAKS
------------------------------------              Director                                     April 15, 2005
Henry Zaks


/s/ ALLAN RABINOFF
------------------------------------              Director                                     April 15, 2005
Allan Rabinoff


/s/ MICHAEL A. BOWDEN
------------------------------------              Director                                     April 15, 2005
Michael A. Bowden



------------------------------------              Director                                     April    , 2005
Brad Woods

</TABLE>







                                       19

<PAGE>





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

                       CHINA WIRELESS COMMUNICATIONS, INC.

                                DECEMBER 31, 2004
                                    --------








                                         BONGIOVANNI & ASSOCIATES, P.A.
                                          CERTIFIED PUBLIC ACCOUNTANTS
















                                      F-1
<PAGE>










                                    CONTENTS

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

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

CONSOLIDATED BALANCE SHEET........................................        F-5

CONSOLIDATED STATEMENTS OF OPERATIONS.............................        F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS.............................        F-7

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT...................        F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS........................        F-9

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















                                      F-2
<PAGE>


BONGIOVANNI & ASSOCIATES, P.A.
                                                 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, 2004
and the related consolidated statements of operations, stockholders' deficit and
cash flows for the year ended December 31, 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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  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 audit provides a reasonable basis for our opinion.

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

The accompanying  consolidated  financial statements have been prepared assuming
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, 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
March 28, 2005


                                      F-3
<PAGE>


Report of Independent Auditors


To the Board of Directors and Stockholders of
China Wireless Communications, Inc.
(A Development Stage Company)




We have audited the accompanying consolidated balance sheet of China Wireless
Communications, Inc. (a development stage company) (the "Company") and
subsidiaries 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. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial 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, 2003 and the results of their operations 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, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 2 to the
financial statements, the Company has suffered losses 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 financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.




Moores Rowland Mazars
Chartered Accountants
Certified Public Accountants
Hong Kong

Date: April 13, 2004








                                      F-4



<PAGE>

China Wireless Communications, Inc.
Consolidated Balance Sheet
December 31, 2004


<TABLE>
<CAPTION>

                                                                                     US$
<S>                                                                             <C>
ASSETS

Current assets
Cash and cash equivalents                                                       $      4,789
                                                                                -------------
Total current assets                                                                   4,789
                                                                                -------------
Total Assets                                                                    $      4,789
                                                                                =============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                                                $     77,811
Interest payable                                                                      26,762
Loans payable                                                                        220,831
Notes payable                                                                        123,600
                                                                                -------------
Total current liabilities                                                            449,004
                                                                                -------------
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,
47,167,569 shares of stock issued and outstanding                                     47,167
Additional paid-in capital                                                         8,088,846
Accumulated deficit                                                               (8,580,228)
                                                                                -------------
Total stockholders' deficit                                                         (444,215)
                                                                                -------------

Total liabilities and stockholders' deficit                                     $      4,789
                                                                                =============
</TABLE>


                   See notes to audited financial statements.

                                      F-5
<PAGE>

China Wireless Communications, Inc.
Consolidated Statements of Operations
For the Years Ending December 31, 2004 and 2003


<TABLE>
<CAPTION>
                                                                       US$                    US$
                                                                   Year ended             Year ended
                                                                  Dec. 31, 2004          Dec. 31, 2003
                                                               ------------------      -----------------
<S>                                                            <C>                     <C>
Operating revenue:
Service revenue                                                $             -         $            -
                                                               ------------------      -----------------

Cost of services                                                             -                      -
                                                               ------------------      -----------------

Gross profit                                                                 -                      -
                                                               ------------------      -----------------

Operating expenses:
Common stock issued for compensation                                   3,106,942              2,325,604
                                                               ------------------      -----------------

Total operating expenses                                               3,106,942              2,325,604
                                                               ------------------      -----------------

Loss from operations                                                  (3,106,942)            (2,325,604)

Non-operating income (expenses):
Interest income                                                              -                      484
Other income (expense)                                                   116,134                    175
Interest expense                                                         (19,141)               (17,328)
                                                               ------------------      -----------------
Total non-operating income (expenses)                                     96,993                (16,669)

Net loss from continuing operations                                   (3,009,949)            (2,342,273)

Discontinued Operations:
Loss from discontinued operations                                     (1,019,213)            (1,193,794)
                                                               ------------------      -----------------

Net Loss                                                       $      (4,029,162)      $     (3,536,067)
                                                               ==================      =================


Net loss per share from continuing operations                  $          (0.087)      $         (0.104)
Net loss per share from discontinued operations                $          (0.029)      $         (0.052)
                                                               ------------------      -----------------
Basic and fully diluted net loss per common share              $          (0.116)      $         (0.156)
                                                               ==================      =================

Weighted average common shares outstanding,
   basic and fully diluted                                            34,752,716             22,732,000
                                                               ==================      =================

</TABLE>

                   See notes to audited financial statements.

                                      F-6


<PAGE>

China Wireless Communications, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2004 and 2003


<TABLE>
<CAPTION>
                                                                              Year ended         Year ended
                                                                            Dec. 31, 2004      Dec. 31, 2003
                                                                                  US$                US$
                                                                          ----------------   -----------------
<S>                                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                              $    (4,029,162)   $     (3,536,067)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
         Common stock issued for compensation                                   3,107,158           2,325,604
         Discontinued operations, net                                            (345,831)             19,032
         (Increase) decrease in operating assets:
             Prepayments and other receivables                                    201,631            (201,631)
         Increase (decrease) in operating liabilities:
             Trade and other payables                                                (379)            255,008
                                                                          ----------------   -----------------
             NET CASH (USED IN) OPERATING ACTIVITIES                           (1,066,583)         (1,138,054)
                                                                          ----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of fixed assets                                                       -              (419,271)
    Discontinued operations, net                                                  400,239                 -
    (Increase) decrease in pledged deposits                                        22,197             (22,197)
    Repayment from related party                                                      -                60,000
                                                                          ----------------   -----------------
             NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                  422,436            (381,468)
                                                                          ----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock                                    770,829             755,122
    Incurrence (repayment) of loans                                              (147,090)            367,921
    Proceeds from issuance of notes payable                                        45,000             275,000
    Bank overdraft increase (decrease)                                             (6,609)              6,609
    Repayment of notes payable                                                     (6,000)           (119,900)
    Repayments of convertible notes                                               (11,000)                -
    Proceeds from issuance of convertible notes                                       -                41,000
                                                                          ----------------   -----------------
             NET CASH PROVIDED BY FINANCING ACTIVITIES                            645,130           1,325,752
                                                                          ----------------   -----------------
             NET INCREASE (DECREASE) IN CASH AND
               CASH EQUIVALENTS                                                       983            (193,770)
                                                                          ----------------   -----------------

CASH AND CASH EQUIVALENTS:
    Beginning of year                                                               3,806             197,576
                                                                          ----------------   -----------------
    End of year                                                           $         4,789    $          3,806
                                                                          ================   =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                                         $           -      $         17,328
                                                                          ================   =================

NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
    Common stock issued for compensation                                  $     3,107,158    $      2,325,604
                                                                          ================   =================
    Conversion of convertible debt into notes payable                     $        30,000    $            -
                                                                          ================   =================
    Conversion of notes payable into common stock                         $       125,000    $            -
                                                                          ================   =================

</TABLE>
                   See notes to audited financial statements.

                                      F-7

<PAGE>

China Wireless Communications, Inc.
Consolidated Statement of Stockholders' Equity
For the Years Ended December 31, 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>
Balance of January 1, 2003                               21,500,000   $     21,500    $  2,353,850   $  (1,014,999)   $  1,360,351

Common stock issued for services at prices ranging
   from $.25 per share to $.72 per share                  3,293,751          3,294       1,456,878             -         1,460,172

Common stock issued for cash at prices ranging
   from $.50 per share to $.80 per share, net of
   issuance costs of $491,949                             1,420,202          1,420         421,084              -          422,504

Net loss for the year 2003                                      -              -               -       (3,536,067)      (3,536,067)
                                                       -------------  -------------   -------------  --------------   -------------
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)
                                                       =============  =============   =============  ==============   =============
</TABLE>



                   See notes to audited financial statements.

                                      F-8


<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 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. The details of its subsidiaries and their principal activities,  prior
to the  discontinuing  of  these  operations  in  2004,  are  listed  out in the
following paragraph.

<TABLE>
<CAPTION>
                                   Date of                         Equity interest
                              acquisition/             Place of     owned by the                Principal
Name of company                  formation        incorporation         Company                 activities
                                                                   Direct   Indirect
<S>                            <C>            <C>                    <C>       <C>      <C>
SCP                             August 13,         Wyoming, the      100%       --      Investment holding
                                      2002        United States

Strategic                      December 9,            Hong Kong       --       100%     Investment holding
  Communications                      2002
  Partners Limited

Beijing In-Touch                  March 4,    People's Republic       --       100%      Telecommunication
  Information System Co.              2003     of China ("PRC")                                   services
  Ltd. ("In-Touch")
</TABLE>

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.

Presently,  the Company provides  information  technology and internet  protocol
services to customers.

                                      F-9
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004


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 and has a stockholders'  deficit as of December 31,
2004.  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.

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.

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.

                                      F-10
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004


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.

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 1,775,000
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.
Exchange gains and losses are dealt with in the statement of operations.

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) Use of estimates. The preparation of 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 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.


                                      F-11
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004

(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 payable,  interest payable, loans payable 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.

(m)  Property,  plant  and  equipment  and  depreciation.  Property,  plant  and
equipment 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 property,
plant and  equipment  sold or no  longer  in  service  are  eliminated  from the
accounts and any gain or loss is included in statement of operations.

Depreciation  is  calculated  to  write  off the  cost of  property,  plant  and
equipment 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:

    Leasehold improvement                         20%
    Telecommunication equipment                   20%
    Furniture and fixture                         20%
    Office equipment                              20% - 33.33%

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 statement of operations.

The Company recognizes an impairment loss on property,  plant and equipment 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.

(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


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

October 31, 2004.  The options were granted at an exercise price of US $0.35 per
share,  which was the market  price on the grant date.  As of December 31, 2004,
none of these options were  outstanding.  50,000 options were  exercised  during
2004.

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 US $0.41 per share,  which approximates the market price on
the grant date. As of December 31, 2004, 100,000 options were outstanding and no
options have been exercised during the year ended December 31, 2004.

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                       2003

Net loss
As reported                            ($4,029,162)               ($3,536,067)
Total stock-based
compensation expenses                  $-0-                       ($55,437)


Pro forma                              ($4,029,162)               ($3,591,504)


Basic net loss per share
As reported                            ($0.116)                   ($0.156)


Pro forma                              ($0.116)                   ($0.158)


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

Expected volatility:           58%
Risk-free interest rate:     1.50%
Contractual life:             2.75 years


                                      F-13
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004

(o) New accounting pronouncements.  In January 2003, the FASB issued FIN No. 46,
"Consolidation  of  Variable  Interest  Entities".   FIN  No.  46  requires  the
consolidation  of entities  that cannot  finance  their  activities  without the
support of other parties and that lack certain  characteristics of a controlling
interest,  such as the ability to make decisions  about the entity's  activities
via voting rights or similar rights.  The entity that  consolidates the variable
interest entity is the primary beneficiary of the entity's  activities.  FIN No.
46 applies  immediately to variable  interest entities created after January 31,
2003, and must be applied in the first period  beginning after June 15, 2003 for
entities  in  which an  enterprise  holds a  variable  interest  entity  that it
acquired  before February 1, 2003. The adoption of this standard did not have an
impact on the Company's consolidated financial statements.

In January 2003, the EITF released  Issue No. 00-21,  ("EITF  00-21"),  "Revenue
Arrangements with Multiple  Deliveries",  which addressed certain aspects of the
accounting  by a vendor for  arrangement  under which it will  perform  multiple
revenue-generating  activities.  Specifically,  EITF 00-21 addresses  whether an
arrangement  contains more than one unit of accounting and the  measurement  and
allocation to the separate units of accounting in the arrangement. EITF 00-21 is
effective  for revenue  arrangements  entered into in fiscal  periods  beginning
after June 15, 2003. The adoption of this standard did not have an impact on the
Company's consolidated financial statements.

In May 2003,  the FASB issued  SFAS No.  149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts  entered into or modified after
June 30, 2003 and for hedging relationships  designated after June 30, 2003. The
adoption of this standard did not have an impact on the  Company's  consolidated
financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
establishes  standards for how companies  classify and measure certain financial
instruments with  characteristics  of both  liabilities and equity.  It requires
companies  to  classify  a  financial  instrument  that is within its scope as a
liability  (or an asset in some  circumstances).  SFAS No. 150 is effective  for
financial  instruments entered into or modified after May 31, 2003. The standard
did not impact the Company's consolidated financial statements.

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.

                                      F-14
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004

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.

In December 2003, the issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue
Recognition,"  rescinded  the  accounting  guidance  contained  in SAB No.  101,
"Revenue  Recognition in Financial  Statements,"  and  incorporated  the body of
previously issued guidance related to multiple-element revenue arrangements. The
Company's  adoption  of SAB No. 104 did not have any impact on its  consolidated
financial statements.

In  March  2004,  the FASB  ratified  EITF  Issue  No.  03-1,  "The  Meaning  of
Other-Than-Temporary  Impairment  and its  Application  to Certain  Investments"
("EITF 03-1"),  but delayed the recognition  and measurement  provisions of EITF
03-1 in September  2004. For reporting  periods  beginning  after June 14, 2004,
only the  disclosure  requirements  for  available-for-sale  securities and cost
method investments are required.  The Company's adoption of the requirements did
not have a significant impact on the Company's consolidated disclosures.

In July 2004, the FASB issued EITF Issue No. 02-14,  "Whether an Investor Should
Apply the Equity Method of Accounting  to  Investments  Other than Common Stock"
("EITF  02-14").  EITF  02-14  requires  application  of the  equity  method  of
accounting  when an  investor  is  able  to  exert  significant  influence  over
operating  and  financial  policies of an investee  through  ownership of common
stock or  in-substance  common  stock.  EITF 02-14 is  effective  for  reporting
periods  beginning after September 15, 2004. The adoption of EITF 02-14 will not
have a significant impact on the Company's consolidated financial statements.

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:


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

                                            Year Ended     Year Ended
                                          December 31,   December 31,
                                                  2003           2004
                                            -----------    -----------

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%)
                                            -----------    -----------

                                                    --             --
                                            ===========    ===========

(a)  The  Company's  operating  loss  carry  forward  amounted  to  a  total  of
approximately US $1,100,000 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 In-Touch  prior to
discontinued operations.  In-Touch, being a hi-tech enterprise, is exempted from
the PRC enterprise income tax from 2003 to 2005, followed by a 50% reduction for
the  next  three  years.  Under  current  PRC tax  laws,  In-Touch's  losses  of
US$553,625 (2003: US$545,000) will expire after five years.

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:                              $408,000
Start-up and cost capitalized for tax purposes:               1,351,000
                                                             -----------

Total deferred tax assets                                     1,759,000
Valuation allowance for deferred tax assets                  (1,759,000)
                                                             -----------

Net deferred taxes                                                0
                                                                  -

                                      F-16
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004

5. LOANS PAYABLE

The loans were  advanced by three  Chinese  companies in prior years,  which are
unsecured, interest-free and have no fixed repayment terms.

During 2004,  approximately  $117,000 in loans was forgiven by a related  party.
This  amount is  included  in other  income in the  accompanying  statements  of
operations.

6. NOTES PAYABLE

The notes payable are unsecured and bear interest at 9% per annum. Other details
are set out below.

<TABLE>
<CAPTION>
                                                                                                         Amount as
                                                                                                         of
                                                                      Original                           December
Holder                      Issue date          Maturity date         amount           Repayment         31, 2004
<S>                         <C>                 <C>                   <C>              <C>               <C>
                                                                      US$              US$               US$
Unrelated                   September 17,       February 28,
individual                  2002                2003                  $  50,000

                            January 21,         February 28,
                            2003                2003                  $  50,000

                            May 21, 2003        August 30, 2003       $  40,000

                            May 21, 2003        August 30, 2003       $  35,000


                                                                      $ 175,000        $(101,400)        $  73,600


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


Unrelated individual        June 11, 2003       June 11,
                                                2004                  $  30,000        $      -          $  30,000
                                                                                                         ----------
                                                                                                          $123,600
</TABLE>

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.

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.

                                      F-17
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004

(a) Name and relationship of related parties

    NAME                         EXISTING RELATIONSHIPS WITH THE COMPANY
    ----                         ---------------------------------------

    Brad Woods                   Shareholder, Chairman of the Board of
                                 Directors, Interim President & Chief
                                 Executive Officer, Chief Financial
                                 Controller 01/2004-04/2004

    Train Top Investment &
    Trading Ltd. ("Train Top")   A company beneficially owned and
                                 controlled by Kent Lam

    Dr. Allan Rabinoff           Shareholder and Chairman of the Company

    Henry Zaks                   Shareholder and director of the Company

    Pete Racelis                 Shareholder and Interim President of the
                                 Company, Chief Executive Officer

    Michael Bowden               Vice President of Operations


(b) Summary of related party transactions

         Consulting fees paid to:

                                            2003             2004
                                            ----             ----
           Brad Woods                    $169,055          $50,000
           Train Top                      198,112          125,000
           Dr. Allan Rabinoff              28,290           28,290
           Henry Zaks                      14,600           14,600
           Pete Racelis                    75,870          111,134
           Blake Ratcliff                  21,874             -0-
           Phillip Allen                  107,434             -0-
           Michael Bowden                    -0-            54,917

(c) Advances to related parties:
                                            2003             2004
                                            ----             ----

           Advances to Brad Woods           $ 295         $  -0-
           Advances to Train Top           74,979            -0-

                                      F-18
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004


8. COMMITMENTS AND CONTINGENCIES

During the year ended December 31, 2004, the Company  entered into an Employment
Agreement  with its  Interim  President.  Pursuant  to the  agreement,  the Vice
President  agrees to serve the  Company for a six years  period as the  "Initial
Term." After the Initial Term, this agreement  shall be renewable  automatically
for successive one-year periods.  In return for the services,  the Company shall
pay to the Interim  President  an annual  salary of  $120,000.  The salary shall
increase each year during the Term of this Agreement at the  cumulative  rate of
10% per annum.

The  Company  leases   certain  staff   quarters  and  offices   premises  under
non-cancelable  operating  leases.  Rental expenses under  operating  leases was
US$168,568 for the year ended December 31, 2004 (2003: US$ 121,406).

The Company  extended  the Office  Service  Agreement  (Lease) with an unrelated
company for the period of twelve  months,  commencing on September 1, 2004,  and
ending on August 31, 2005.

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, 2004 was US $41,631 (2003:US
$13,981).

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.

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

                                      F-19
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004

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.

(c) Concentration of credit risk

For the year ended  December 31, 2003, 5 customers  accounted for 30.1%,  14.9%,
11.7%,  10.6% and 10.2% of total operating revenue of the Company  respectively.
No other customer  accounted for more than 10% of total operating revenue of the
Company for the year ended December 31, 2003.

Credit risk  represents  the  accounting  loss that would be  recognized  at the
reporting  date if  counterparties  failed  completely to perform as contracted.
Concentrations  of credit risk (whether on or off balance sheet) that arise from
financial instruments exist for groups of customers or counterparties when there
are similar  economic  characteristics  that would  cause their  ability to meet
contractual obligations to be similarly affected by changes in economic or other
conditions.  The major  concentration  of credit risk arises from the  Company's
receivables.  Even though the  Company  does have major  customers,  it does not
consider itself be exposed to significant credit risk with regards to collection
of the related receivables.

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 warrants
of the Company at a ratio of 1 to 2.5. As a result, the non-employee warrants of
the Company  outstanding as of December 31, 2004 were 1,675,000.  These warrants
are exercisable  until and prior to August 15, 2005.  Each warrant  entitles its
holder to purchase one share of the  Company's  common  stock,  as follows:  the
purchase price of one share of common stock shall be equal to: US$1 if exercised
on or before 5:00 p.m. Colorado time on August 15, 2003; US$2 if exercised on or
before 5:00 p.m.  Colorado time on August 15, 2004;  and US$3 if exercised on or
before 5:00 p.m. Colorado time on August 15, 2005.

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

                                      F-20
<PAGE>
                       CHINA WIRELESS COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004

operations  are reported in these  financial  statements  for the two  reporting
years, at December 31, 2004 and 2003 as follows:


                                                    2004               2003
 Revenues                                       $  259,467          $  35,372
 Costs and Expenses                              1,278,680          1,229,166
                                              ----------------------------------
 Loss from discontinued operations            $ (1,019,213)        $ (293,236)
                                              ----------------------------------

15. SUBSEQUENT EVENTS

Subsequent to December 31, 2004, the Company  partnered  with Jiaxin  Consulting
Group,  a mergers  and  acquisitions  firm in  Tianjin  City,  China to create a
Nevada corporation, CJ Information Technology Company.

Subsequent to December 31, 2004, the Company,  through CJ Information Technology
Company,  acquired a majority  interest  in Tianjin  Create IT Co. Ltd, a system
integration and broadband integrator located in Tianjin City, China. Pursuant to
the  agreement,  CJ  Information  Technology  Company is  committed to investing
$250,000 to own 60% of the new venture.
























                                      F-21