**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-KSB**
 
 **|X|
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 **For
        the Fiscal Year Ended March 31, 2005**
 
 **|_|
        TRANSITION REPORT UNDER SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 **For
        the Transition Period From _____ to ____**
 
 *Commission
        File Number 000-27339*
 
 **NEXTPHASE
        WIRELESS, INC.**
 (Name
        of
        Small Business Issuer in its Charter)
 
 Nevada
                (State
                  or Other Jurisdiction of
                Incorporation
                  or Organization)
              88-0343832
                (I.R.S.
                  Employer
                Identification
                  No.)300
                  S. Harbor Blvd, Suite 500
                Anaheim,
                  California
                (Address
                  of Principal Executive Offices)
              92805
                (Zip
                  Code)
 
 Issuer's
        telephone number, including area code: (800) 748-5548
 
 Securities
        registered under Section 12(b) of
 the
        Exchange Act:
 
 Title
                    of Each Class
              Name
                  of Each Exchange
                on
                  Which RegisteredNone
  Securities
        registered under Section 12(g) of the Exchange Act:
 
 **Common
        Stock, $.001 par value**
 (Title
        of
        Class)
 
 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
        disclosure of delinquent filers in response to Item 405 of Regulation S-B
        is not
        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: $ 40,758.
 The
        aggregate market value of the common stock held by non-affiliates, based
        upon
        the closing price of such stock as of June 24, 2005, was $
        7,047,979.40.
 
 **ISSUERS
        INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS**
 
 Check
        whether the issuer has filed all documents and reports required to be filed
        by
        Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a court. Yes |_| No |_|
 
 **APPLICABLE
        ONLY TO CORPORATE REGISTRANTS**
 
 The
        number of shares outstanding of the issuer's common stock as of June 24,
        2005
        was 20,960,724 shares.
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE: none**
 
 **NEXTPHASE
        WIRELESS, INC.**
 
 TABLE
        OF
        CONTENTS
 
 PagePART
                  IItem
                  1.
              Description
                  of Business
              1Item
                  2.
              Description
                  of Property
              11Item
                  3.
              Legal
                  Proceedings
              11Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              12PART
                  IIItem
                  5.
              Market
                  for Common Equity, Related Stockholder Matters and Small Business
                  Issuer
                  Purchase of Equity Securities
              13Item
                  6.
              Management's
                  Discussion and Analysis or Plan of Operation
              15Item
                  7.
              Financial
                  Statements
              22Item
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              22Item
                  8A.
              Controls
                  and Procedures
              22Item
                  8B.
              Other
                  Information
              23PART
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons of the Registrant;
                  Compliance with Section 16(a) of the Act
              24Item
                  10.
              Executive
                  Compensation
              28Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              30Item
                  12.
              Certain
                  Relationships and Related Transactions
              32Item
                  13.
              Exhibits
              33Item
                  14.
              Principal
                  Accountant Fees and Services
              34Financial
                  Statements
              F1Signature
                  Page
  i
 **PART
        I**
 
 **RISK
        FACTORS AND CAUTIONARY STATEMENTS**
 
 **Forward-looking
        statements in this report are made pursuant to the "safe harbor" provisions
        of
        the Private Securities Litigation Reform Act of 1995. The Company wishes
        to
        advise readers that actual results may differ substantially from such
        forward-looking statements. Forward-looking statements include underlying
        assumptions and other statements that are other than historical facts.
        Forward-looking statements involve risks and uncertainties that could cause
        actual results to differ materially from those expressed or implied by the
        statements, including, but not limited to, the following: the ability of
        the
        Company to provide for its obligations, to provide working capital needs
        from
        operating revenues, to obtain additional financing needed for any future
        acquisitions, to meet competitive challenges and technological changes, and
        other risks detailed in the Company's periodic report filings with the
        Securities and Exchange Commission.**
 
 **Item
        1. Description of Business.**
 
 **General**
  NextPhase
        Wireless, Inc. is a connectivity company that specializes in delivering
        integrated Internet, voice and data communications solutions to its customers.
        We design, deploy and operate our own wireless networks and also provide
        wireless technology solutions to businesses and municipalities.
 
 NextPhase
        has been operating in this business since August 3, 2004 when we acquired
        our
        subsidiary NextPhase Technologies, Inc. in a share exchange transaction which
        is
        described below under the heading “Corporate History”. Accordingly, the company
        has limited operating history upon which prospects and future performance
        can be
        evaluated. Before August 3, 2004 we had no revenues while expenses were incurred
        in the development of the business. Since operations began in August 2004,
        the
        company has generated insignificant revenues while incurring relatively
        substantial expenses to develop the business.
 
 NextPhase
        is developing an integrated portfolio of connectivity products and services
        which include:
  ·
              Proprietary
                  wireless products that management believes will satisfy current
                  unmet
                  needs in the marketplace, such as WiFi multibeam antennas designed
                  to
                  facilitate cost-effective NextZoneTMdeployments.
  ·
              Bundling
                  multiple technologies, such as Broadband Wireless Access (BWA),
                  Voice over
                  Internet Protocol (VoIP) and WiFi, along with a high service component
                  that target vertical markets such as public safety, transport and
                  homeland
                  security.
  ·
              Designing,
                  deploying, operating and supporting wireless networking
                  solutions.
  ·
              Operating
                  as a wireless internet service provider of tiered wireless Internet
                  interconnectivity services to business and residential
                  subscribers.
 
 NextPhase
        plans to exploit the broadband wireless and integration markets,
        by:
  ·
              Developing
                  and deploying our portfolio of interconnectivity products and
                  services.
  1
 ·
              Continuing
                  to develop our management team with best-in-class experienced executives
                  and professionals.
  ·
              Seeking
                  strategic alliances, relationships, and acquisitions to augment
                  the growth
                  of our interconnectivity products and services
                  operations.
  ·
              Growing
                  our market share and extending our wireless footprint through selective
                  acquisitions and franchise and licensing
                  programs.
 
 **Business
        Model**
  NextPhase
        is developing an integrated portfolio of innovative connectivity products
        and
        services in the following divisions:
  ·
              **NextPhase
                  Manufacturing**designs, develops and manufactures a range of proprietary wireless
                  products that address needs that are currently unmet in the marketplace
                  such as WiFi Multibeam Antennae designed to facilitate cost-effective
                  HotZone deployments. In addition, we are currently developing a
                  new range
                  of products that bundle multiple technologies (including BWA, VoIP
                  and
                  WiFi, among others, along with a high service component) that target
                  the
                  specific needs of key vertical markets such as public safety, transport,
                  homeland security and others.
  ·
              **NextPhase
                  Professional Services**designs,
                  deploys, operates and supports wireless networking solutions. We
                  leverage
                  our relationships with leading manufacturers, distributors and
                  service
                  partners to offer a broad range of turnkey solutions and individually
                  customized services to customers in our target markets, such as
                  municipalities, enterprises and large-scale systems
                  integrators.
  ·
              **NextPhase
                  Broadband**operates as a Wireless Internet Service Provider (WISP) from our
                  Wireless
                  Network Operations Center (WNOC) in Anaheim, CA., providing tiered
                  wireless Internet connectivity services to business and residential
                  subscribers. We are extending our wireless “footprint” by negotiating the
                  deployment of network repeaters at strategic geographic locations,
                  and
                  plan to expand further through selective acquisitions. We also
                  leverage
                  the expertise and experience of our management and professional
                  team to
                  design, build, deploy and operate large-scaleNextZoneTMand NextMetroTMnetworks in conjunction with, or on behalf of, clients such as
                  property
                  developers and municipalities. NextZoneTM and NextMetroTM networks extend
                  the hotspot concept, both in terms of scale and by including a
                  service
                  layer that is tailored to the specific needs of targeted markets.
  ·
              NextZoneTM
                  networks are primarily targeted at property developers (both commercial
                  and residential), stadiums, airports, small cities, etc. and provide
                  them
                  with the capability to provision, deliver, monitor and invoice
                  end-consumers for Internet connectivity services (or they can contract
                  with us to do some or all of that on their behalf).
  ·
              NextMetroTMnetworks builds upon the NextZoneTM offering in three key ways; scale,
                  integration and multi-use:
  ·
              In
                  terms of scale, NextMetroTMnetworks are targeted at major municipalities and large enterprises;
                  customers whose needs are complex and who are looking for comprehensive
                  connectivity solutions.
  2
 ·
              While
                  NextZoneTM networks tend to be stand-alone solutions (the networks usually
                  consisting of a sizeable backhaul connection to the Internet, with
                  point-to-multipoint wireless connectivity to the end-customers,
                  aggregating and servicing the demand ) that provides initial connectivity
                  or extends existing connectivity , NextMetroTMnetworks often require extensive integration into existing network
                  infrastructures, which often incorporate multiple connectivity
                  technologies (e.g. Fiber, leased lines, CDMA, etc.).
  ·
              In
                  terms of traffic and usage, NextZoneTM networks are primarily used for
                  connectivity to and from the Internet, with some secondary uses
                  dependent
                  on the specific customer and their application requirements (e.g.
                  video
                  surveillance, remote monitoring, VoIP, etc.). The traffic / usage
                  patterns
                  for NextMetroTMnetworks are often more complex, with requirements to provide multiple
                  service types with differing Quality of Service (QoS) expectations
                  to
                  different end-users. An example would be a major municipality requiring
                  a
                  combination of services that could include: mobile data/voice connectivity
                  for Police, Public Transportation and EMS vehicles; enterprise-level
                  connectivity for municipal offices; Virtual Private Network (VPN)
                  connectivity for employees; tiered paid-access broadband connectivity
                  services for businesses, residents and visitors (potentially including
                  ‘free’ connectivity services in specific geographic locations for economic
                  development purposes).
  **Market
          Opportunity**
  NextPhase
        plans to exploit the broadband wireless access and integration markets. Research
        indicates that today’s broadband wireless access market is fragmented, with over
        3000 companies providing solutions in niche markets across the U.S. The advent
        of common technology standards, which is driving down costs and promoting
        compatibility and interoperability, and Intel’s support in seeding the market by
        building awareness, educating the customer base and creating demand, is driving
        rapid change in this market.
 
 While
        it
        currently has relatively low market penetration, we believe that wireless
        broadband is poised to capture a significant share of the fixed and mobile
        connectivity markets. It has a number of distinctive benefits that together
        add
        up to it being a “high performance disruptive technology”, capable of
        transforming the broadband industry. These benefits include:
  ·
              **Lower
                  deployment costs**-
                  Removing the need to dig trenches and lay cable drastically reduces
                  deployment costs, which in turn increases the number of potential
                  customers that can be profitably served and decreases both the
                  time to
                  market and the time to revenue on servicing those
                  customers.
  ·
              **Scalability**-
                  Where cable and DSL are constrained by the inherent capabilities
                  of the
                  transport medium, typically maxing out at 3.0 Mbps and 1.5 Mbps,
                  respectively, and leased lines have a prohibitively steep migration
                  path,
                  typically jumping from a 1.5 Mbps T1 directly to a 45 Mbps DS-3,
                  which
                  also necessitates expensive network equipment upgrades, wireless
                  broadband
                  offers a smooth upgrade path right up to a raw data rate of 54
                  Mbps, much
                  of which is possible by server-side software changes
                  alone.
  ·
              **Reliability**-The very nature of wireless broadband removes multiple possible
                  failure
                  points, such as cables being accidentally severed or flooded. Combining
                  this with our Proactive Alert (PAL)smmonitoring
                  capabilities, allows our broadband connectivity offerings to be
                  backed
                  with both Service Level Agreements (SLAs) and Quality of Service
                  (QoS)
                  guarantees .
  ·
              **Reach**-
                  Because of lower deployment costs, wireless broadband can reach
                  consumers
                  that cannot cost-effectively be serviced by other technologies.
                  While this
                  can clearly help bridge the digital divide in rural areas, it also
                  provides a cost-effective broadband connectivity solution for the
                  90% of
                  office buildings that do not have access to fiber optic cables
                  and the 50%
                  of US homes that are not serviceable by
                  DSL.
  3
 ·
              **Standards**-
                  History, particularly in the information and communications technology
                  (ICT) sector, provides many examples of how standards can create
                  value and
                  aggregate markets, such as Ethernet, TCP/IP, GSM, among others.
                  The
                  recently ratified standard for wireless metropolitan networking
                  (WiMAX)
                  seems poised to drive the production efficiencies, product compatibility,
                  interoperability, and enhanced competition that will help to drive
                  down
                  unit costs, and to define and grow the
                  market.
  **Business
        Strategy**
  NextPhase
        operates in the rapidly evolving broadband wireless access industry. In order
        to
        distinguish ourselves from the competition and to emerge as an acknowledged
        market leader, we plan to focus on executing a disciplined business strategy
        that is highlighted by a seasoned management team, elite professional services,
        new market-driven products and innovative customer-centric marketing
        programs.
  ·
              With
                  Robert Ford as CEO, Jack Unger as VP of Wireless Operations and
                  John
                  Nelson of VP of Sales and Business Development, NextPhase brings
                  experience and expertise to a young company. We plan to continue
                  to bring
                  in best-in-class professionals and executives as we
                  grow.
  ·
              NextPhase
                  Professional Services will continue to be our “jewel in the crown”,
                  establishing and reinforcing our reputation in the marketplace,
                  serving as
                  an important revenue source, and leveraging our experience and
                  expertise
                  in designing, deploying and operating wireless networks to provide
                  turnkey
                  connectivity solutions in target markets such as municipalities,
                  public
                  safety, transport, homeland security and
                  others.
  ·
              Through
                  a combination of strategic relationships and acquisitions, we plan
                  to
                  continue rolling out our portfolio of innovative connectivity products
                  and
                  services of fixed broadband, roaming, VoIP and other value-added
                  services
                  to customers in target markets across the
                  U.S.
  ·
              We
                  plan to focus on growing market share and extending our wireless
                  “footprint” through selective acquisitions and the development and
                  deployment of franchise and licensing
                  programs.
  **Marketing
        Strategy**
  We
        take a
        market-back approach to those markets identified as offering potential for
        sustainable growth. In order to determine the basis for differentiation and
        strategy, we develop a deep understanding of our target markets. This includes
        customers, competitors, value chains, leverage points, and the strategic
        opportunities that they represent. These opportunities are then assessed
        against
        our own capabilities and competitive advantages, with potential strategies
        evaluated in light of anticipated competitive responses and market developments.
 4
 
 Building
        off the business strategy, our marketing strategy focuses on locating,
        attracting, and retaining customers. Our approach is to first establish and
        validate ourselves as a thought leader within our chosen segments, building
        relationships with all key industry participants and developing strong,
        recognizable brands in the marketplace. Once we capture ‘mind share’, we will
        then utilize a combination of marketing tools to translate that into market
        share, with the goal of achieving market leadership.
 
 **Competition**
  NextPhase
        faces intense competition from:
  ·
              Wireless
                  equipment manufacturers relative to our manufacture of wireless
                  products.
  ·
              Large,
                  medium and small scale system integrators relative to our wireless
                  professional services business.
  ·
              Cable,
                  DSL, fiber optic lines and satellite communication providers relative
                  to
                  our broadband wireless access
                  business.
 
 Entry
        barriers in these areas are relatively low and increased competition is likely.
        As we seek to develop and expand our business, we expect to face a greater
        number of competitors, many of whom will be well-established in the markets
        in
        which we operate and those we seek to penetrate. Many of our competitors
        are
        much larger, have better name recognition and have far greater financial
        and
        other resources. We cannot provide assurances that we will be able to
        effectively compete against them, or any future competitors.
 
 Competition
        may lower the prices we are able to charge our customers, thereby potentially
        lowering the amount of income on future sales and sales of products and
        services. We cannot provide assurances that we will be able to compete
        successfully in our evolving markets.
 
 **·**
              **Wireless
                  Equipment Manufacture**
 As
        market, regulatory and technology drivers increasingly enables wireless
        connectivity as a cost-effective means to move voice and data at broadband
        speeds, the global market for fixed wireless broadband equipment continues
        to
        grow rapidly, from $550 million in 2003 to over $1.2 billion forecasted for
        2007. It is believed that 90% of the wireless equipment market is controlled
        by
        seven manufacturers: Alvarion, Proxim, Motorola, Airspan, SR Telecom, Aperto
        Networks and NextNet, with a large number of niche companies accounting for
        the
        remaining 10%.
 
 Through
        strategic relationships and distributor / VAR arrangements, we have associations
        with the key manufacturers and a wealth of expertise in designing and deploying
        wireless networks that utilize their equipment. Through this experience,
        we have
        been able to identify several niches that are not currently being served,
        or
        where products can be developed with superior price/performance characteristics.
        It is our intent to selectively develop and market products, with identified
        partners, as appropriate, that satisfy those niche opportunities.
 5
  **·**
              **Wireless
                  Professional Services**
 As
        wireless connectivity is increasingly accepted as an alternative and/or
        supplement to wireline communications, new applications are rapidly being
        developed and deployed, such as wireless security, and wireless technologies
        are
        increasingly being considered for existing mission-critical applications.
        Typical projects are becoming both larger and more complex. In terms of
        competition, the marketplace can be characterized into four groups;
  ·
              Large
                  scale system integrators, such as IBM, Hewlett Packard,
                  CSC.
  ·
              Medium-size
                  system integrators, such as Avaya, Alcatel and
                  Siemens.
  ·
              Specialized
                  wireless engineering and integration firms, such as WPCS International
                  and
                  Business Information Group (BIG).
  **·**
              Smaller
                  “garage shop” cellular and tower installation companies**.**
  
 As
        wireless installations have become more complex, a
        distinction is being drawn between those companies with to ‘soup to nuts’
        capabilities, from design through deployment to operation and maintenance
        (either having the skills themselves or access to them through strategic
        partnerships and alliances), and those that do not. As the bar continues
        to be
        raised, smaller “garage shops” are being excluded by
        enterprise-level customers, and also by leading wireless manufacturers and
        large
        scale integrators looking for partners.
 
 The
        large scale integrators are starting to see this market as attractive, as projects approach
        the size and level of complexity that they are familiar with. Recognizing
        that
        they have skill gaps in terms of wireless design and deployment, these
        integrators are forming relationships with the specialized wireless engineering
        and integration firms to win bids and complete projects. Simultaneously,
        they
        are determining whether they need to buy or build their own wireless
        capabilities over the longer term. In seeking relationships with the large
        scale
        integrators and leading wireless manufacturers, those specialized wireless
        engineering and integration firms that have a regional or national presence,
        either by themselves or through alliances with other similar players, have
        a
        significant advantage.
  **·**
              **Broadband
                  Wireless Access (BWA)**
 By
        the
        end of 2004, the worldwide installed base for broadband connections had grown
        from 58 million in 2002 to 130 million connections, with the market forecasted
        to further grow to 307 million connections by 2007. In building out this
        market,
        the key challenge that every provider faces has been in cost-effectively
        connecting their customers to the Internet backbone. Various technologies
        such
        as cable, DSL, fiber, satellite, wireless and leased line, have been deployed
        to
        bridge this ‘last mile’, and have met with varying degrees of success and
        resultant market share.
 
 While
        cable and DSL currently represent approximately 92% of the residential market,
        they are not a universal panacea. In particular, rural markets have proven
        uneconomic to cable and their telephone infrastructure does not always support
        DSL because it is a distance-sensitive technology. In addition, areas of
        many
        urban markets, for example 40% of Greater Philadelphia, and many smaller
        regional markets have been overlooked as incumbent providers such as telephone
        companies and cable providers focus on the more attractive metropolitan
        markets.
 6
 
 In
        the
        business market, the high-end continues to be dominated by leased lines,
        with
        DSL leading the low-end. Cable has limited coverage in this market because
        the
        underlying infrastructure is often not present.
 
 Research
        indicates that today the broadband wireless access market is fragmented,
        with
        over 3000 companies providing solutions in niche markets across the U.S.
        The
        advent of common technology standards, which is driving down costs and promoting
        compatibility and interoperability, and Intel’s support in seeding the market by
        building awareness, educating the customer base and creating demand, is driving
        rapid change. While it currently has relatively low market penetration,
        management believes that wireless broadband is poised to become a market
        leader
        for both fixed and mobile connectivity.
 
 In
        terms
        of competition, the BWA market can be divided into three groups:
  ·
              telcos
                  and leading ISPs looking to cost-effectively extend their reach
                  and
                  presence,
  ·
              well-funded
                  national and regional WISPs such as Towerstream, Clearwire and
                  Speakeasy
                  pursuing aggressive roll-out and roll-up strategies in both business
                  market, which is their primary
                  focus.
  ·
              the
                  residential market and smaller WISPs providing connectivity, primarily
                  to
                  residential consumers, in single
                  locations.
 
 Increasingly,
        the smaller WISPs are being squeezed as price wars between cable and DSL
        operators have brought prices down to uncompetitive levels and the underserved
        market continues to shrink from 40% of zip codes with no high speed providers
        in
        December 1999, to 16% in June 2002. Continuing high Consumer Premises Equipment
        (CPE) costs, little opportunity to negotiate favorable bandwidth costs, limited
        marketing expertise and restricted access to funding alternatives means that
        the
        smaller WISPs are in no position to compete on price.
 
 **Suppliers**
  NextPhase
        selects “best-of-breed” components and equipment for our products and services,
        which are readily available from several vendors at relatively similar prices.
        Accordingly, we are not dependent on any suppliers.
 
 **Customers**
  NextPhase
        began developing its customer base in August 2004 when we acquired our wholly
        owned subsidiary, NextPhase Technologies, Inc. Accordingly we have a limited
        number of customers. We believe that if we lose one or more current or future
        customers, we will readily be able to replace them with new customers. We
        receive a substantial portion of our customers through our relationships
        with
        large scale wireless equipment manufacturers and system integrators. If we
        lose
        any of these relationships, we may experience a slow down in volume of customers
        for a period of time until we develop similar relationships with other wireless
        equipment manufacturers and system integrators. We cannot predict our business
        will develop or that our customer base will continue to expand as we
        expect.
 7
 
 **Research
        and Development**
  The
        Company focuses its research and development efforts on products, services
        and
        methodologies that enable it to build on its expertise in designing, deploying,
        operating and supporting connectivity solutions. For the fiscal year ended
        March
        31, 2005, the company has specifically focused on three key areas:
  ·
              **WiFi
                  multibeam antennas**.
 Having
        successfully completed field-tests in a demanding airport environment, providing
        WiFi connectivity to between 2,000 to 3,000 unique users per week during
        the
        period of the trial, this range of antennas have now entered
        production.
  **·**
              **Mobile
                  Data/Voice/WiFi solutions**
 Bundling
        multiple technologies, such as Broadband Wireless Access (BWA), Voice over
        Internet Protocol (VoIP) and WiFi together in a single mobile unit, the company
        is targeting vertical markets such as public safety, transport and homeland
        security with a one stop solution for their mobile data, voice and WiFi needs.
        Field trials will take place in 2Q06 with rapid commercialization, beginning
        in
        3Q06.
  **·**
              **Methodologies
                  / Best Practices**
 We
        see
        systematic, repeatable and scalable processes as being key to enabling and
        supporting a market leadership position. We have focused our efforts on refining
        both our customer-facing processes and methodologies such as DEPLOY TM ,
        and on
        our back office processes where we investigated and evaluated before selecting
        two ‘best of breed’ complimentary solutions (ConnectWise PSA providing Business
        Development, Project Management, Service & Help Desk, Time and Billing
        functionality; Alepo for web-based billing and customer care, routing, signup,
        payment, and prepaid connectivity). These are currently being implemented
        and we
        expect that they will be operationalized in stages through the third quarter
        of
        our 2006 fiscal year.
  **Intellectual
        Property**
  NextPhase’s
        proprietary wireless products are based on readily available component parts,
        units and off-the-shelf software. Our technology is not patented, nor have
        we
        obtained or applied for, copyright registration for our products. The
        configuration and specifications of our products and the compilation,
        integration, bundling or embedding of component parts and software which
        comprises our products are protected as a trade secret.
 
 We
        believe the designs, complexity and total integration of components and software
        into our products and know-how best protects our trade secrets. We cannot
        assure
        that our trade secrets, know-how and confidential and proprietary information
        will provide us with meaningful protections. We require that every employee
        and
        consultant sign an agreement of non-disclosure and assignment of development
        rights.
 
 **Government
        Regulation**
  Our
        products and services, as well as components that we purchase from suppliers
        to
        bundle or include in our product and service offerings, are subject to
        telecommunications-based regulation by the United States and foreign laws
        and
        international treaties. We must conform our products to a variety of regulatory
        requirements and protocols established to, among other things, avoid
        interference among users of radio frequencies and to permit interconnection
        of
        equipment.  The delays inherent in this regulatory approval process
        may
        force us to reschedule, postpone or cancel the installation of our products
        by
        our customers, or the commencement of our services to our customers, which
        may
        result in reductions in our sales.
 8
  In
        the
        United States, we are subject to various Federal Communications Commission,
        or
        FCC, rules and regulations. Current FCC regulations permit license-exempt
        operation in certain FCC-certified bands in the radio spectrum. Operation
        in
        these frequency bands is governed by rules set forth in Part 15 of the FCC
        regulations. The Part 15 rules are designed to minimize the probability of
        interference to other users of the spectrum and, thus, accord Part 15 systems
        license-exempt status in the frequency band. In the event that there is harmful
        interference caused by a Part 15 user, the FCC can require the Part 15 user
        to
        curtail transmissions that create interference. In addition, if users of
        our
        products or services experience excessive interference from primary users,
        market acceptance of our products or services could be adversely affected,
        which
        could materially and adversely affect our business and operating results.
        The
        FCC, however, has established certain standards that create an irrefutable
        presumption of noninterference for Part 15 users and we believe that our
        products comply with such requirements. There can be no assurance that the
        occurrence of regulatory changes, including changes in the allocation of
        available license-exempt frequency spectrum, changes in the use of allocated
        frequency spectrum, or modification to the standards establishing an irrefutable
        presumption of non-interference for unlicensed Part 15 users, would not
        significantly affect our operations by rendering current products and services
        obsolete, restricting the applications and markets served by our products
        or
        increasing the opportunity for additional competition.
  Several
        changes by the FCC were approved within the last several years including
        changes
        in the availability of spectrum, as well as the granting of an interim waiver.
        These approved changes could create opportunities for other wireless networking
        products and services. There can be no assurance that new regulations will
        not
        be promulgated, that could materially and adversely affect our business and
        operating results. It is possible that the United States and other jurisdictions
        will adopt new laws and regulations affecting the pricing, characteristics
        and
        quality of broadband wireless systems and products. Increased government
        regulations could:
   ·
              decrease
                  the growth of the broadband wireless
                  industry;
  ·
              hinder
                  our ability to conduct business
                  internationally;
  ·
              reduce
                  our revenues;
  ·
              affect
                  the costs and pricing of our
                  products;
  ·
              increase
                  our operating expenses; and
  ·
              expose
                  us to significant liabilities.
  Any
        of
        these events or circumstances could seriously harm our business and results
        of
        operations.
 9
  **Personnel**
  We
        have
        twelve full time employees and three contract part-time employees. All full
        time
        employees are located at our corporate offices in Anaheim, California, with
        the
        contract employees working remotely from home offices.
 
 **Corporate
        History**
  NextPhase
        Wireless, Inc. was incorporated on August 28, 1995 in Nevada under the name
        of
        Professional Mining Consultants, Inc.
 
 On
        May
        12, 2000 the company merged with a company then known as 591519 BC Ltd. (d.b.a.
        AudioMonster Online). The company was the legal acquirer. Upon completion
        of the
        transaction, the company changed its name to AudioMonster Online, Inc.
  On
        September 25, 2000 the company, then named AudioMonster, merged with Lockwave,
        Inc. This transaction was accounted for as a reverse acquisition whereby
        Lockwave, Inc. was the acquirer of the company for accounting
        purposes.
 
 On
        January 24, 2001 pursuant to the terms of the Lockwave merger agreement as
        amended, 100% of the outstanding common stock of Lockwave, Inc. was acquired
        by
        the company in exchange for 24,125,000 shares of common stock of the company.
 
 On
        March
        31, 2001, the company changed its name to Lockwave Technologies, Inc. On
        May 5,
        2003, the company changed its name to Edison Renewables, Inc. On May 19,
        2003
        the company's common stock underwent a 1 for 200 reverse split. This decreased
        the number of shares outstanding from 42,895,000 to 214,475 without changing
        the
        number of shares of common stock authorized for issuance or the par value.
        No
        change in the rights or ownership percentage of the holders occurred as a
        result
        of the reverse split.
 
 From
        August 1, 2001 until August 3, 2004 the company was non-operating and maintained
        only administrative functions and incurred general costs. During this period,
        the administrative duties were carried out by the company’s sole officer.
 
 On
        August
        3, 2004 the company consummated a share exchange in which it issued 12,943,000
        shares of common stock, or approximately 76% of the company's outstanding
        common
        stock, to the shareholders of NextPhase Technologies, Inc. (“NTI”) in exchange
        for all of the shares of NTI .
        As a
        result, NTI became
        a
        wholly owned subsidiary of the company. NTI did
        not
        have an operating business. Its assets were technology related to high-speed
        wireless networks, which had an ability to penetrate populated areas, and
        special antennas and equipment in the area of microwave technology. The
        technology is not covered by any patent or registered copyright.
 10
 
 Prior
        to
        August 3, 2004 the company had no revenues, while it incurred expenses in
        the
        development of its business. NextPhase has generated insignificant revenues
        since its operations began and has incurred relatively substantial expenses
        to
        develop its business since August 3, 2004.
 
 The
        company’s corporate address is 300 S. Harbor Blvd, Anaheim, CA 92805 and its
        telephone number is (800) 748-5548. The Company maintains a website at www.npwireless.com .
        Information contained on the website is not part of this report.
 
 **Subsidiaries**
  The
        company has two wholly owned subsidiaries: Lockwave, Inc., a Delaware
        corporation, and NextPhase Technologies, Inc., a California corporation,
        neither
        of which currently has any operations.
 
 **Available
        Information**
  The
        company files reports with the Securities and Exchange Commission and the
        public
        may read and copy any materials we file with the SEC at the SEC's Public
        Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public
        may
        obtain information on the operation of the Public Reference Room by calling
        the
        SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
        proxy and information statements, and other information regarding issuers
        such
        as the company that files electronically with the SEC and state the address
        of
        that site ( **http://www.sec.gov** ).
  **Item
        2. Description of Property.**
  The
        company leases 1,748 square feet of Class A office space in Anaheim, California,
        which serve as the corporate offices and Company headquarters. The monthly
        cost
        of this office space is $2,359 and the lease expires on October 31,
        2009.
 
 The
        company also leases 1,169 square feet of data center space in the same building
        as its corporate offices. This space serves as the Company’s main data facility
        and houses the equipment that provides broadband Internet service to the
        surrounding areas. The monthly cost of this data center space is $2,338 and
        the
        lease expires on November 30, 2008.
 
 NextPhase’s
        facilities are adequate for its current needs and anticipated needs for the
        next
        12 months. However, in the event we consummate any acquisitions in the future,
        we may need additional or alternative space.
 
 **Item
        3. Legal Proceedings.**
  Michael
        Jones, a director and a 9.5% stockholder of NextPhase, filed a complaint
        against
        NextPhase Technologies, Inc., one of our wholly-owned subsidiaries, and Stephen
        Young, the Chairman of the Board, a director and a 9.5% stockholder of the
        company, in the Superior Court of California, Orange County, on March 22,
        2005.
        However, the complaint has not been served on the Company or Mr. Young. The
        filed complaint alleges that NextPhase Technologies, Inc. wrongfully terminated
        his employment and failed to pay him salary or car expense or failed to
        reimburse him for expenses in breach of the employment agreement and NextPhase
        Technologies, Inc. failed to return certain property allegedly owned by Mr.
        Jones. The filed complaint indicates that Mr. Jones will seek damages estimated
        at $100,000. If the complaint is served, NextPhase intends to vigorously
        defend
        this matter.
 11
 
 On
        June
        17 th ,
        2005
        CJM Group, Inc., a 16.7% stockholder of NextPhase, commenced an arbitration
        against NextPhase under the American Arbitration Association Commercial
        Arbitration Rules, in Suffolk County, New York. CJM Group claims that NextPhase
        breached a consulting agreement between CJM Group and NextPhase by preventing
        CJM Group from continuing to perform services to NextPhase under the Consulting
        Agreement. CJM Group further alleges it is damaged because, by refusing to
        take
        CJM Group’s services, NextPhase created a negative awareness in NextPhase’s
        common stock which has caused a depreciation in the value of the stock
        compensation which NextPhase paid CJM under the Consulting Agreement. CJM
        Group
        is seeking damages of $4,500,000.
 
 NextPhase
        intends to vigorously contest CJM Group’s claims and is considering
        counterclaims against CJM Group. NextPhase has not interposed any response
        to
        the claim at this time and no settlement discussions have been held.
 
 Due
        to
        the uncertainties inherent in litigation, we cannot predict the outcome of
        either of these actions.
  The
        Company is subject to legal proceedings and claims that arise in the ordinary
        course of its business. Although occasional adverse decisions or settlements
        may
        occur, the Company believes that the final disposition of such matters will
        not
        have material adverse effect on its financial position, results of operations
        or
        liquidity.
 
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None
 12
  **PART
          II**
 
 **Item
        5. Market for Common Equity, Related Stockholder Matters and Small Business
        Issuer Purchase of Equity Securities.**
 
 NextPhase
        Wireless' common stock trades in the over-the-counter market and is quoted
        on
        the OTC Bulletin Board under the trading symbol NXPW. As of June 24, 2005,
        we
        had 20,960,724 shares of common stock issued and outstanding.
 
 The
        following table sets forth, for the periods indicated, the high and low bid
        prices per share of our common stock as quoted on the OTC Bulletin Board.
        The
        quotations reflect inter-dealer quotations without retail markup, markdown,
        or
        commission, and may not represent actual transactions.
 
 Source: www.otcbb.com & www.marketwatch.com
 
 
 High
              
              Low2005
                  Fiscal YearFirst
                  Quarter
              
              $
              2.50
              
              $
              .25Second
                  Quarter
              
              
              .55
              
              
              .55Third
                  Quarter
              
              
              1.15
              
              
              .45Fourth
                  Quarter
              
              
              1.50
              
              
              .302004
                  Fiscal YearFirst
                  Quarter
              
              $
              .25
              
              $
              .25Second
                  Quarter
              
              
              .25
              
              
              .25Third
                  Quarter
              
              
              .25
              
              
              .25Fourth
                  Quarter
              
              
              .25
              
              
              .25
 
 
 
 
 
 
 As
        of
        June 24, 2005, the last reported sale price of the company's stock was $
        1.35
        per share.
 13
  **Dividend
        Policy**
  No
        dividends have been paid by the company since its inception. We currently
        intend
        to retain any earnings for use in the business and therefore do not anticipate
        paying any dividends in the near future. Dividends on our common stock can
        be
        paid lawfully only out of current and retained earnings and surplus of the
        company, when, and if, declared by the Board of Directors. We have not declared
        or paid any dividends on the common stock and there is no assurance dividends
        will be paid in the foreseeable future. The payment of dividends in the future
        rests within the discretion of the Board of Directors and will depend, among
        other things, upon our earnings, our capital requirements and our financial
        condition, as well as other factors, which the Board of Directors deems
        relevant.
 
 **Holders**
  There
        were 393 stockholders of record of the company's common stock as of June
        24,
        2005.
 
 **Securities
        Authorized for Issuance under Equity Compensation Plans**
  NextPhase
        Wireless adopted its 2003 Equity Participation Plan on February 24, 2003.
        Our
        shareholders approved the adoption of the plan by majority written consent
        on
        the same day. No securities have been granted or issued under this plan.
 
 **Recent
        Sales of Unregistered Securities; Use of Proceeds from Registered Securities**
  From
        October 1, 2004 to March 31, 2005, the company offered and sold for cash
        an
        aggregate of 3,164,000 shares of the company’s common stock at a price per share
        of $0.25 for a total amount of 791,000 as set forth below, in a private
        placement. All of the shares were offered and sold under the exemption from
        registration provided by Section 4(2) of the Securities Act of
        1933.
  The
        net
        proceeds from this offering were used for working capital, general and
        administrative expenses, legal and accounting fees, the acquisition of NTI,
        the
        purchase of assets from Buchanan ITS LLC, and the build-out and scale-up
        of our
        Anaheim corporate offices and data facility.
  
 **Holder
                    Name**
                
                **Date
                    Sold**
                
                **Number
                    Of****Shares**
                
                **Total
                    Price**
                
                **Type
                    Of Consideration**Dr.
                    Michael D. Irwin
                
                
                9/15/2004
                
                
                138,000
                
                $
                34,500
                
                
                CashDaniel
                    Lieberman
                
                
                9/27/2004
                
                
                400,000
                
                $
                100,000
                
                
                CashFred
                    Tolmasoff
                
                
                10/21/2004
                
                
                10,000
                
                $
                2,500
                
                
                CashMichael
                    Houston
                
                
                11/3/2004
                
                
                20,000
                
                $
                5,000
                
                
                CashRobin
                    Kasten
                
                
                11/19/2004
                
                
                400,000
                
                $
                100,000
                
                
                CashDavid
                    Sokol
                
                
                11/23/2004
                
                
                8,000
                
                $
                2,000
                
                
                CashJeffrey
                    Genzlinger
                
                
                12/14/2004
                
                
                400,000
                
                $
                100,000
                
                
                CashWinslow
                    White
                
                
                12/21/2004
                
                
                4,000
                
                $
                1,000
                
                
                CashJeffrey
                    Genzlinger
                
                
                12/27/2004
                
                
                200,000
                
                $
                50,000
                
                
                CashRobert
                    R. Smith
                
                
                1/12/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashNichoel
                    Piot
                
                
                1/13/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashMark
                    C Bartee
                
                
                1/18/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashGary
                    R Schenone
                
                
                1/18/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashFred
                    Tolmasoff
                
                
                1/19/2005
                
                
                60,000
                
                $
                15,000
                
                
                CashMichael
                    Houston
                
                
                1/19/2005
                
                
                60,000
                
                $
                15,000
                
                
                CashJeffrey
                    Bonner
                
                
                1/24/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashTheresa
                    Ganes
                
                
                1/24/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashWireless
                    Investment Group
                
                
                1/26/2005
                
                
                560,000
                
                $
                140,000
                
                
                CashPaul
                    Gibson
                
                
                2/2/2005
                
                
                60,000
                
                $
                15,000
                
                
                CashMichael
                    Houston
                
                
                2/2/2005
                
                
                20,000
                
                $
                5,000
                
                
                Cash
  14
 Gary
                    & Patricia Goodemote
                
                
                2/3/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashGoodemote
                    Family Trust
                
                
                2/3/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashFred
                    Tolmasoff
                
                
                2/4/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashChristopher
                    M Goulard
                
                
                2/4/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashGary
                    & Patricia Goodemote
                
                
                2/10/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashGoodemote
                    Family Trust
                
                
                2/10/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashWilfried
                    E. Reichardt
                
                
                2/10/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashKathy
                    Robertson
                
                
                2/14/2005
                
                
                4,000
                
                $
                1,000
                
                
                CashPaul
                    Gibson
                
                
                2/14/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashRon
                    Berg
                
                
                2/14/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashSusan
                    K Scholl
                
                
                2/18/2005
                
                
                16,000
                
                $
                4,000
                
                
                CashBarbara
                    A. Amstader
                
                
                2/18/2005
                
                
                80,000
                
                $
                20,000
                
                
                CashGary
                    and Karen Schenone
                
                
                2/18/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashVasula
                    Samarasinghe
                
                
                2/18/2005
                
                
                12,000
                
                $
                3,000
                
                
                CashTimothy
                    E. Roberts
                
                
                2/22/2005
                
                
                60,000
                
                $
                15,000
                
                
                CashSharon
                    G. McArthur
                
                
                2/28/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashDuane
                    and Mary Wray
                
                
                2/28/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashJohn
                    D. Jenks
                
                
                3/4/2005
                
                
                20,000
                
                $
                5,000
                
                
                CashGregg
                    H. McArthur
                
                
                3/4/2005
                
                
                40,000
                
                $
                10,000
                
                
                CashMatthew
                    Clark
                
                
                3/14/2005
                
                
                60,000
                
                $
                15,000
                
                
                CashSusan
                    K Scholl
                
                
                3/17/2005
                
                
                12,000
                
                $
                3,000
                
                
                Cash**Total**
                
                
                
                
                
                **3,164,000**
                
                **$**
                **791,000**
 All
        of
        the sales described above were made above were made
 
 ·
              directly
                  by us to persons with whom management had direct contact and personal
                  relationships, and
 
 ·
              to
                  persons who were introduced to us by members of our management.
 
 In
        addition to the issuances listed above, our Quarterly Report on Form 10-QSB
        for
        the quarterly period ended September 30, 2004 includes information about
        securities sold during that quarter.
 
 **Item
        6. Management's Discussion and Analysis or Plan of Operation.**
 
 The
        Management’s Discussion and Analysis is intended to help shareholders and other
        readers understand the dynamics of NextPhase Wireless Inc.’s business and the
        key factors underlying its financial results. It explains trends in NextPhase’s
        financial condition and results of operations for the year ended March 31,
        2005
        compared with the operating results for the year ended March 31, 2004.
 15
 
 **Forward
        Looking Statements.**
  Certain
        information contained in this report may include "forward-looking statements"
        within the meaning of the Private Securities Litigation Reform Act of 1995,
        and
        is subject to the safe harbor created by that act. The safe harbor created
        by
        the Securities Litigation Reform Act will not apply to certain "forward looking
        statements" because we issued "penny stock" (as defined in Section 3(a)(51)
        of
        the Securities Exchange Act of 1934 and Rule 3a51-1 under the Exchange Act)
        during the three year period preceding the date(s) on which those forward
        looking statements were first made, except to the extent otherwise specifically
        provided by rule, regulation or order of the Securities and Exchange Commission.
        We caution readers that certain important factors may affect our actual results
        and could cause such results to differ materially from any forward-looking
        statements which may be deemed to have been made in this Report or which
        are
        otherwise made by or on behalf of us. For this purpose, any statements contained
        in this report that are not statements of historical fact may be deemed to
        be
        forward-looking statements. Without limiting the generality of the foregoing,
        words such as “may”, “will”, “expect”, “believe”, “explore”, “consider”,
“anticipate”, “intend”, “could”, “estimate”, “plan”, “propose”, “seem” or
“continue” or the negative variations of those words or comparable terminology
        are intended to identify forward-looking statements. Factors that may affect
        our
        results include, but are not limited to, the risks and uncertainties associated
        with:
  ·
              our
                  ability to raise capital necessary to sustain our anticipated operations
                  and implement our proposed business plan,
  ·
              our
                  ability to implement our proposed business plan,
  ·
              our
                  ability to obtain regulatory permits and approvals to operate in
                  the
                  high-speed wireless network
                  industry,
  ·
              the
                  introduction of new broadband connectivity technologies by our
                  competitors
                  that may have advantages over our planned products and may make
                  our
                  planned products less attractive to our potential
                  customers,
  ·
              our
                  ability to identify and complete acquisitions and successfully
                  integrate
                  the businesses we acquire, if any,
  ·
              our
                  ability to employ and retain qualified management and employees,
  ·
              our
                  dependence on the efforts and abilities of our current employees
                  and
                  executive officers,
  ·
              changes
                  in government regulations that are applicable to our anticipated
                  business,
  ·
              changes
                  in the demand for our services,
  ·
              the
                  degree and nature of our competition,
  ·
              our
                  lack of diversification of our business
                  plan,
  ·
              the
                  general volatility of the capital markets and the establishment
                  of a
                  market for our shares,
  16
 ·
              our
                  ability to generate sufficient cash to pay our creditors, and
  ·
              disruption
                  in the economic and financial conditions primarily from the impact
                  of past
                  terrorist attacks in the United States, threats of future attacks,
                  police
                  and military activities overseas and other disruptive worldwide
                  political
                  events.
 
 We
        are
        also subject to other risks detailed from time to time in other Securities
        and
        Exchange Commission filings and elsewhere in this report. Any one or more
        of
        these uncertainties, risks and other influences could materially affect our
        results of operations and whether forward-looking statements made by us
        ultimately prove to be accurate. Our actual results, performance and
        achievements could differ materially from those expressed or implied in these
        forward-looking statements. We undertake no obligation to publicly update
        or
        revise any forward-looking statements, whether from new information, future
        events or otherwise.
 
 **Critical
        Accounting Policy and Estimates**
  Our
        Management's Discussion and Analysis of Financial Condition and Results of
        Operations section discusses 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
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. On an on-going
        basis, management evaluates its estimates and judgments, including those
        related
        to revenue recognition, accrued expenses, financing operations, and
        contingencies and litigation. Management bases its estimates and judgments
        on
        historical experience and on various other factors that are believed 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. There are no significant
        accounting estimates inherent in the preparation of our financial statements.
 
 **Business
        Overview**
  NextPhase
        Wireless, Inc. is a connectivity company that specializes in delivering
        integrated Internet, voice and data communications solutions to its customers.
        We design, deploy and operate our own wireless networks and also provide
        wireless technology solutions to businesses and municipalities.
 
 NextPhase
        has been operating in this business since August 3, 2004 when we acquired
        our
        subsidiary NextPhase Technologies, Inc. in a share exchange transaction which
        is
        described below under the heading “Corporate History”. Accordingly, the company
        has limited operating history upon which prospects and future performance
        can be
        evaluated. Before August 3, 2004 we had no revenues while expenses were incurred
        in the development of the business. Since operations began in August 2004,
        the
        company has generated insignificant revenues while incurring relatively
        substantial expenses to develop the business.
 
 NextPhase
        is developing an integrated portfolio of connectivity products and services
        which include:
  ·
              Proprietary
                  wireless products that management believes will satisfy current
                  unmet
                  needs in the marketplace, such as WiFi multibeam antennas designed
                  to
                  facilitate cost-effective NextZoneTMdeployments.
  17
 ·
              Bundling
                  multiple technologies, such as Broadband Wireless Access (BWA),
                  Voice over
                  Internet Protocol (VoIP) and WiFi, along with a high service component
                  that target vertical markets such as public safety, transport and
                  homeland
                  security.
  ·
              Designing,
                  deploying, operating and supporting wireless networking
                  solutions.
  ·
              Operating
                  as a wireless internet service provider of tiered wireless Internet
                  interconnectivity services to business and residential
                  subscribers.
 
 NextPhase
        plans to exploit the broadband wireless and integration markets,
        by:
  ·
              Developing
                  and deploying our portfolio of interconnectivity products and
                  services.
  ·
              Continuing
                  to develop our management team with best-in-class experienced executives
                  and professionals.
  ·
              Seeking
                  strategic alliances, relationships, and acquisitions to augment
                  the growth
                  of our interconnectivity products and services
                  operations.
  ·
              Growing
                  our market share and extending our wireless footprint through selective
                  acquisitions and franchise and licensing
                  programs.
 
 **Financial
        Statement Overview**
 
 NextPhase
        has a limited operating history. NextPhase began generating revenue during
        the
        third quarter of the fiscal year-ended March 31, 2005. Our financial statements
        include the accounts of the company and our wholly owned subsidiary, Next
        Phase
        Technologies, Inc. (“NTI”) which was formed on September 14, 2000.
 
 NextPhase
        acquired all of the issued and outstanding common stock of NTI in a share
        exchange with NTI’s shareholders on August 3, 2004. As a result of this
        transaction, NTI’s former shareholders obtained control of NextPhase, which had
        no operations at that time. For accounting purposes, this acquisition has
        been
        treated as a reverse acquisition of NextPhase
 
 The
        financial statements presented include only the accounts of NTI, a development
        stage company from its inception (September 14, 2000) through March 31, 2005
        and
        of NextPhase from August 3, 2004 through March 31, 2005.
 
 **Results
        of Operations**
 
 For
        the
        year ended March 31, 2005 revenue increased from $0 in 2004, to $40,758 in
        2005,
        an increase of $40,758 due to the commencement of commercial operations
        following the reverse acquisition of NTI on August 3, 2004. Th e
        Company’s first revenue-generating products and services entered the market
        during the third fiscal quarter ended December 31, 2004.
 
 Gross
        profit increased by $31,219 for the year ended March 31, 2005 from $0 for
        the
        year ended March 31, 2004. The increase in gross profit is due to commencement
        of commercial operations and the generation of initial revenue by the company
        starting in the third fiscal quarter of 2005.
 18
 
 Total
        operating expenses increased by $4,311,200 to $4,312,000 for the year ended
        March 31, 2005 from $800 for the year ended March 31, 2004, an approximately
        539,000% increase. The increase occurred as a result of the company acquiring
        NTI and subsequently commencing commercial operations in the quarter ended
        December 31, 2004. The increase is due primarily to increases in stock-based
        compensation valued at $2,946,250, acquisition costs relating to the NTI
        share
        exchange of $646,000 the Buchanan ITS asset purchase of $140,000, and
        selling, general and administrative costs of $564,722.
 
 **Liquidity
        and Capital Resources**
  As
        of
        March 31, 2005, the company had a cash balance of $50,948. The company's
        total
        deficit was $4,285,020 at March 31, 2005. At March 31, 2005, the company's
        total
        liabilities were $298,932, which represents accounts payable, notes payable,
        deferred revenue and advances by a shareholder.
  The
        notes
        payable are as follows:
 
 ·
              Concurrently
                  with the share exchange on August 3, 2004,NextPhase’s
                  wholly owned subsidiaryNTIpurchased 120,625 shares of outstandingNextPhasecommon stock for $510,000 from aNextPhaseshareholder.NTIissued a $350,000 promissory note to the shareholder as part of
                  the
                  purchase price. Interest accrued on unpaid principal under the
                  note at the
                  rate of 2% per annum. Payments were due under the note in seven
                  monthly
                  installments of $50,583.37 each, with the last payment due in May
                  2005.
                  The note was secured by a pledge of an aggregate of 12,000,000
                  shares of
                  common stock ofNextPhaseby
                  five shareholders of the company. At March 31, 2005 $410,000 of
                  the note
                  has been paid. The note was fully paid in two monthly installments
                  of
                  $50,583.37 on April 3, 2005 and May 3,
                  2005.
 
 ·
              On
                  November 19, 2004 the company purchased equipment for a purchase
                  price of
                  $247,000. Of this amount, $107,000 was paid through the issuance
                  of a
                  promissory note. The note is payable in twelve monthly installments,
                  ten
                  installments of $8,900 and two installments of $9,000. The note
                  is secured
                  by the assets purchased. At March 31, 2005 $26,700 of the note
                  was paid.
 
 The
        company's cash on hand is insufficient to fund its planned operating needs
        and
        the company is currently generating minimal revenue. Management is actively
        pursuing new debt and/or equity financing and continually evaluating the
        company's cash burn rate and capital needs. During the year ended March 31,
        2005, the company has satisfied its cash requirements to date primarily through
        private placements of common stock, the issuance of common stock valued at
        $2,946,250 in lieu of payment for services, and advances from certain
        shareholders.
 
 NextPhase
        plans on seeing funding for working capital requirements, necessary equipment
        purchases, marketing costs, and other operations for the next year and
        foreseeable future by raising capital through the sale of equity and/or debt
        securities, issuing common stock in lieu of cash for services and by advances
        from shareholders.
 
 We
        expect
        that any sale of additional equity securities or convertible debt will result
        in
        additional dilution to our stockholders. The company can give no assurance
        that
        it will be able to generate adequate funds from operations, that funds will
        be
        available to us from debt or equity financing, or that if available, the
        company
        will be able to obtain such funds on favorable terms and conditions. If the
        company cannot secure additional funds it will not be able to continue as
        a
        going concern. The company currently has no definitive arrangements with
        respect
        to additional financing.
 19
 
 While
        we
        have raised capital to meet our working capital and financing needs in the
        past,
        additional financing is required in order to meet our current and projected
        cash
        flow deficits from operations and development. We are seeking financing in
        the
        form of equity in order to provide the necessary working capital. We currently
        have no commitments for financing. There is no guarantee that we will be
        successful in raising the funds required.
 
 By
        adjusting its operations and development to the level of capitalization ,
        management believes it has suffucient capital resources to meet projected
        cash
        flow deficits through the next twelve months . However, if thereafter, we
        are
        not successful in generating sufficient liquidity from operations or in raising
        sufficient capital resources, on terms acceptable to us, this could have
        a
        material adverse effect on our business, results of operations, liquidity
        and
        financial condition.
 
 The
        independent auditors report on our March 31, 2005 and 2004 financial statements
        states that our recurring losses raise substantial doubts about our ability
        to
        continue as a going concern.
 
 **Off-Balance
        Sheet Arrangements**
  We
        have
        no off-balance sheet arrangements that have or are reasonably likely to have
        a
        current or future effect on our financial condition, changes in financial
        condition, revenues or expenses, results of operation, liquidity, capital
        expenditures or capital resources that is material to investors.
 
 **Inflation**
 
 In
        the
        opinion of management, inflation has not had a material effect on the Company's
        financial condition or results of its operations
 
 **New
        Accounting Pronouncements**
 
 In
        November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
        151,
        Inventory Costs- an amendment of ARB No. 43, Chapter 4. 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). Paragraph 5 of ARB 43, Chapter 4,
        previously stated that "under some circumstances, items such as idle facility
        expense, excessive spoilage, double freight, and rehandling costs may be
        so
        abnormal as to require treatment as current period charges" This Statement
        requires that those items be recognized as current-period charges regardless
        of
        whether they meet the criterion of "so abnormal." 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.
        This
        Statement is effective for inventory costs incurred during fiscal years
        beginning after June 15, 2005. Management does not believe the adoption of
        this
        Statement will have any immediate material impact on the Company.
 20
 In
        December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
        Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67"
        ("SFAS
        152) The amendments made by Statement 152 This Statement amends FASB Statement
        No. 66, Accounting for Sales of Real Estate, to reference the financial
        accounting and reporting guidance for real estate time-sharing transactions
        that
        is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
        Estate Time-Sharing Transactions. This Statement also amends FASB Statement
        No.
        67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
        to state that the guidance for (a) incidental operations and (b) costs incurred
        to sell real estate projects does not apply to real estate time-sharing
        transactions. The accounting for those operations and costs is subject to
        the
        guidance in SOP 04-2. This Statement is effective for financial statements
        for
        fiscal years beginning after June 15, 2005 with earlier application encouraged.
        The Company does not anticipate that the implementation of this standard
        will
        have a material impact on its financial position, results of operations or
        cash
        flows.
  On
        December 16, 2004, the Financial Accounting Standards Board ("FASB") published
        Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based
        Payment ("SFAS 123R"). SFAS 123R requires that compensation cost related
        to
        share-based payment transactions be recognized in the financial statements.
        Share-based payment transactions within the scope of SFAS 123R include stock
        Warrants, restricted stock plans, performance-based awards, stock appreciation
        rights, and employee share purchase plans. On April 14, 2005, the SEC amended
        the effective date of the provisions of this statement. Accordingly, the
        Company
        will implement the revised standard in the fourth quarter of fiscal year
        2006.
        Currently, the Company accounts for its share-based payment transactions
        under
        the provisions of APB 25, which does not necessarily require the recognition
        of
        compensation cost in the financial statements. Management is assessing the
        implications of this revised standard, which may materially impact the Company's
        results of operations in the forth quarter of fiscal year 2006 and
        thereafter.
  On
        December 16, 2004, FASB issued Statement of Financial Accounting Standards
        No.
        153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
        Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends
        APB
        Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
        productive assets and replaces it with a general exception for exchanges
        of
        nonmonetary assets that do not have commercial substance. Under SFAS 153,
        if a
        nonmonetary exchange of similar productive assets meets a commercial-substance
        criterion and fair value is determinable, the transaction must be accounted
        for
        at fair value resulting in recognition of any gain or loss. SFAS 153 is
        effective for nonmonetary transactions in fiscal periods that begin after
        June
        15, 2005. The Company does not anticipate that the implementation of this
        standard will have a material impact on its financial position, results of
        operations or cash flows.
  In
        March
        2005, the FASB issued FASB Interpretation (FIN) No. 47, “Accounting for
        Conditional Asset Retirement Obligations, an interpretation of FASB Statement
        No. 143,” which requires an entity to recognize a liability for the fair value
        of a conditional asset retirement obligation when incurred if the liability’s
        fair value can be reasonably estimated. The Company is required to adopt
        the
        provisions of FIN 47 no later than the end of its fiscal 2006. The Company
        does
        not expect the adoption of this Interpretation to have a material impact
        on its
        consolidated financial position, results of operations or cash flows.
 21
 In
        May
        2005 the FASB issued Statement of Financial Accounting Standards (SFAS) No.
        154,
“Accounting Changes and Error Corrections, a replacement of APB Opinion No.
        20
        and FASB Statement No. 3.” SFAS 154 requires retrospective application to prior
        periods’ financial statements for changes in accounting principle, unless it is
        impracticable to determine either the period-specific effects or the cumulative
        effect of the change. SFAS 154 also requires that retrospective application
        of a
        change in accounting principle be limited to the direct effects of the change.
        Indirect effects of a change in accounting principle, such as a change in
        non-discretionary profit-sharing payments resulting from an accounting change,
        should be recognized in the period of the accounting change. SFAS 154 also
        requires that a change in depreciation, amortization, or depletion method
        for
        long-lived, non-financial assets be accounted for as a change in accounting
        estimate effected by a change in accounting principle. SFAS 154 is effective
        for
        accounting changes and corrections of errors made in fiscal years beginning
        after December 15, 2005. Early adoption is permitted for accounting changes
        and
        corrections of errors made in fiscal years beginning after the date this
        Statement is issued. The Company does not expect the adoption of this SFAS
        to
        have a material impact on its consolidated financial position, results of
        operations or cash flows .
  
 **Item
        7. Financial Statements.**
  The
        financial statements required by this item are included in this report after
        Part III Item 14, beginning after page 34.
 
 **Item
        8. Changes In and Disagreements With Accountants on Accounting and Financial
        Disclosure.**
 
 On
        November 8, 2004, upon recommendation of its Board of Directors, the Company
        dismissed its certifying accountant, Abrams & Company, P.C. (“Abrams”).
        Abram’s report on the Company's financial statements for of the two fiscal years
        ended March 31, 2004 and 2003 did not contain any adverse opinion or disclaimer
        of opinion; however, the audit reports for the years ended March 31, 2004
        and
        2003 contained an explanatory paragraph regarding the substantial doubt about
        the Company's ability to continue as a going concern. There were no
        disagreements with Abrams on any matter of accounting principles or practices,
        financial statement disclosure, or auditing scope or procedure, during the
        two
        fiscal years ended March 31, 2005 and during the interim period ended November
        8, 2004, which, if not resolved to Abram’s satisfaction, would have caused it to
        make reference to the subject matter of the disagreement in connection with
        its
        report, as required by Item 304(a)(3) of Regulation S-B. The Company engaged
        Russell Bedford Stefanou Mirchandani LLP (" Russell Bedford Stefanou
        Mirchandani") as its certifying accountant as of November 8, 2004 for the
        Company's fiscal year ending March 31, 2005. The Company has not consulted
        Russell Bedford Stefanou Mirchandani previously.
 
 **Item
        8A. Controls and Procedures.**
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed by us in the reports that
        we
        file or submit under the Exchange Act is recorded, processed, summarized
        and
        reported, within the time periods specified in the Securities and Exchange
        Commission’s rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed by us in the reports that we file under the Exchange
        Act is accumulated and communicated to our management, including our principal
        executive and financial officers, as appropriate to allow timely decisions
        regarding required disclosure.
 22
  **Evaluation
        of Disclosure Controls and Procedures**
 
 As
        of the
        end of the period covered by this Annual Report, we conducted an evaluation,
        under the supervision and with the participation of our Chief Executive Officer
        and Chief
        Financial Officer ,
        of our
        disclosure controls and procedures (as defined in Rules 13a-15(e) of the
        Exchange. Based on their evaluation, our Chief Executive Officer and Chief
        Financial Officer concluded that our disclosure controls and procedures need
        improvement and were not adequately effective as of March 31, 2005 to ensure
        timely reporting with the Securities and Exchange Commission. Our management
        is
        in the process of identifying deficiencies with respect to our disclosure
        controls and procedures and implementing corrective measures, which includes
        the
        establishment of new internal policies related to financial reporting.
  **Changes
        in Internal Control over Financial Reporting**
 
 As
        required by Rule 13a-15(d), the Company’s Chairman and Chief Financial Officer,
        also conducted an evaluation of the Company’s internal controls over financial
        reporting to determine whether any changes occurred during the fourth fiscal
        quarter that have materially affected, or are reasonably likely to materially
        affect, the Company’s internal control over financial reporting. During the
        preparation of the Company’s financial statements as of and for the year ended
        March 31, 2005, the Company has concluded that the current system of disclosure
        controls and procedures was not effective because of the internal control
        weaknesses identified below. As a result of this conclusion, the Company
        has
        initiated the changes in internal control, to the extent possible given
        limitations in financial and manpower resources, also described below. It
        should
        be noted that any system of controls, however well designed and operated,
        can
        provide only reasonable, and not absolute, assurance that the objectives
        of the
        system will be met. In addition, the design of any control system is based
        in
        part upon certain assumptions about the likelihood of future
        events.
 
 **Lack
        of Adequate Accounting Staff**
 
 Due
        to
        limitations in financial and management resources, the Company does not have
        adequate accounting staff. As a result, the Company plans to take steps to
        address its understaffed Finance and Accounting team to correct this material
        weakness. The Company plans to engage an independent contractor, who is a
        CPA
        with extensive CFO-level management and SEC reporting experience in public
        companies. The Company feel’s this addition to the Company’s Finance and
        Accounting team will improve the quality of future period financial
        reporting.
 
 **Item
        8B. Other Information**
 None.
 23
 **PART
        III**
 
 **Item
        9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With
        Section 16(a) of the Exchange Act.**
 
 **Management**
 The
        following table sets forth the name, age and position of our executive officers,
        certain non-executive officers and directors:
 
 **Name**
              **Age**
              **Position
                  and Offices with the Company**Stephen
                  D. Young
              51
              Chairman
                  of the BoardRobert
                  Ford
              44
              President,
                  Chief Executive Officer, Chief Financial Officer, Treasurer and
                  Director
                  (Principal Executive Officer and Principal Financial
                  Officer)James
                  G. Wray
              35
              Executive
                  Vice President, Secretary, President of Broadband Division and
                  DirectorDaniel
                  A. Liebermann (1)
              36
              Vice
                  President, FinanceJohn
                  Nelson (1)
              40
              Vice
                  President, Sales and Business DevelopmentJack
                  Unger (1)
              57
              Vice
                  President, Wireless OperationsMichael
                  Buchanan (1)
              36
              Vice
                  President, Technical OperationsPaul
                  S. Steo
              28
              DirectorMichael
                  Jones
              48
              Director
 **_______________________**
 
 (1)
        Non
        Executive Officer
 
 **Stephen
        D. Young**
 In
        August
        2004, Mr. Young was elected a Director and in November 2004 he was elected
        as
        our Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
        Treasurer and Director. He stepped down as Chief Executive Officer, Chief
        Financial Officer and Treasurer in February 2005 when Robert Ford joined
        NextPhase. Mr. Young has been a Director of NextPhase Technologies, Inc.,
        which
        became a subsidiary of the Company as a result of a share exchange transaction
        on August 3, 2004, since April 1, 2004, and the President, Chief Executive
        Officer, Secretary and Chief Financial Officer of NextPhase Technologies
        since
        May 1, 2004. Mr. Young served as the Chairman of the Board and Chief Executive
        Officer of Viper Networks, Inc., a publicly traded company whose shares are
        traded on the Pink Sheets, from July 2003 to July 2004. From January 1999
        through June 2003, he served as the President and Chief Executive office
        of
        Worldlink-C.com d/b/a Coliance Communications, Inc. which was acquired by
        Viper
        Networks in June 2003.
 
 **Robert**  **Ford**
 Robert
        Ford became our Chief Executive Officer, Chief Financial Officer, Treasurer
        and
        a Director of NextPhase in February 2005. From November 2002 to June 2004
        Mr.
        Ford was the Global Corporate Communications Manager at E.I. DuPont Nemours.
        From June 2001 to November 2002 he was the Chief Information Officer of DuPont
        Solutions and Services. From January 2001 to November 2002 Mr. Ford served
        as
        the Chief Technology Officer of DuPont Global Services. From September 1998
        to
        November 2002 he was a Business Manager of DuPont Communications Solutions.
        Prior to that, from September 1997 to September 1988, Mr. Ford was the Chief
        Information Officer of DuPont External Affairs. Mr. Ford received his B.S.
        in
        Applied Science (Computing/Economics) from Wolverhampton University (UK)
        and his
        M.B.A. from Bradford University (UK).
 24
 **James
        G. Wray**
 In
        August
        2004 James G. Wray was elected a Director of NextPhase and in November 2004
        he
        was elected Vice President Sales and Marketing, Secretary and Director. In
        May
        2005, Mr. Wray was elected President of the NextPhase Broadband division
        and
        ceased to be Vice President Sales and Marketing. Since April 1, 2004, Mr.
        Wray
        has been a Director, Secretary and Executive Vice President of NextPhase
        Technologies, Inc., which became our wholly owned subsidiary as a result
        of a
        share exchange in August 2004. Since January 2002, he has served as a Director
        of Information Technology for The Waltz Group, a software company for automated
        mail systems. From February 1999 through March 2002, Mr. Wray was the President
        of Viper Networks, Inc., of which he is co-founder. Mr. Wray received his
        B.A.
        in economics from San Diego State University.
 
 **Daniel
        A. Liebermann**
 In
        May
        2005, Mr. Liebermann joined NextPhase as Vice President of Finance with a
        broad-based financial background. From 2003 to 2005, he worked in the field
        of
        commercial real estate as an appraiser based in the Washington D.C. region.
        From
        2001 to 2002, he was a private investor focusing on the equity, currency
        and
        real estate markets. From 1996 to 2000, he worked as a buy-side equity trader
        for Summit Global Management and Brandes Investment Partners, LP, both of
        which
        are Registered Investment Advisors based in San Diego. He obtained his NASD
        Series 7 and 63 licenses in 1997 and is currently a Level 3 Candidate in
        the
        Chartered Financial Analyst Program. Mr. Liebermann holds a B.S. in Real
        Estate
        Finance from San Diego State University and formerly served as an Advisory
        Board
        Member with Viper Networks, Inc.
 
 **John
        Nelson**
 In
        February 2005, John Nelson joined the Company as Vice President, Sales and
        Business Development. In May 2005, he also became Vice President of Business
        Development. From May 2003 to January 2005, Mr. Nelson was the West Coast
        Regional Sales Manager for Alvarion, the worldwide leader in wireless broadband,
        where he was responsible for the sale of broadband wireless products to
        utilities, IOCs, WISPs, municipalities, CLECs and private enterprise customers.
        From January 2000 to September 2002 he was Account Director for Alcatel where
        he
        was responsible for sales of carrier infrastructure and networking hardware
        solutions in a wide variety of markets. Mr. Nelson has more than 20 years
        experience in the telecommunications industry.
 
 **Jack
        Unger**
 In
        February 2005, Jack Unger joined NextPhase Wireless as Vice President, Wireless
        Operations. From 1993 through January 2005, Mr. Unger was the
        Founder and
        President Wireless InfoNet, Inc **.** Since
        1993, Mr. Unger has helped more than 1,000 client companies and trained over
        1,500 wireless ISP personnel. He is the author of "Deploying License-Free
        Wireless Wide-Area Networks," published by Cisco Press and considered a leading
        source among wireless experts. The book has helped many ISPs to successfully
        deploy outdoor wireless networks and is used as a textbook by high schools
        and
        technical colleges. In addition to leading the Professional Services Division
        of
        NextPhase, which provides wireless technology solutions to businesses and
        municipalities, Mr. Unger focuses on expanding NextPhase's own wireless networks
        and leading its R&D activities.
 25
 **Michael
        Buchanan**
 In
        June
        2004, Michael Buchanan joined NextPhase Technologies, Inc. as Vice President
        of
        Technical Operations. NextPhase Technologies, Inc. became our wholly owned
        subsidiary as a result of a share exchange transaction that occurred on August
        4, 2004. In August 2004 he became Vice President, Technical Operations of
        the
        company. From 1998 to June 2004, Mr. Buchanan was the Founder and President
        of
        Buchanan ITS, a systems integration company with a customer base consisting
        of
        military contractors, aerospace firms, and electronics companies. In that
        time,
        Mr. Buchanan successfully expanded operations to include Managed Hosting
        and
        Collocation services followed by Dialup internet and Wireless Broadband,
        prior
        to the acquisition of the assets comprising the Wireless Network Operations
        Center (and associated Managed Hosting and Collocation facilities) by the
        Company from Buchanan ITS in November 2004.
 
 **Paul
        S. Steo**
 Paul
        S.
        Steo was our sole officer and sole director from January 2001 to August 2004.
        In
        August 2004, at the time of the stock exchange transaction pursuant to which
        NextPhase Technologies, Inc. became our wholly owned subsidiary, Mr. Steo
        resigned as an officer of NextPhase but he continues as a director. Prior
        to
        obtaining the position with NextPhase, Mr. Steo worked as a financial operations
        analyst for a division of Ambac Financial Group for approximately one year
        prior
        to joining NextPhase. Mr. Steo holds a B.S. in Accounting from Binghamton
        University.
 
 **Michael
        Jones**
 In
        August
        2004, Mr. Jones was elected a Director of the company. He served as NextPhase’s
        Executive Vice President as Chief Technology Officer from November 2004 to
        December 2004. From April 2004 to December 2004 Mr. Jones was Executive Vice
        President and a Director of NextPhase Technologies, Inc., which became a
        wholly
        owned subsidiary of Edison as a result of the share exchange transaction
        that
        occurred on August 3, 2004. Since June 2001, he as acted as a consultant
        providing due diligence services, technology evaluation and expert witness
        and
        consulting services to the investment banking and venture capital communities
        and to mainstream communication companies for mergers and acquisitions
        validation, cost reduction and network evaluation specifically in the broadband,
        wireless data, and emerging technologies sectors. From July 1999 through
        June
        2001, he had served as a Director of Engineering for Flashcom, a broadband
        Internet service provider.
 
 **Audit
        Committee**
  We
        do not
        have an audit committee, and accordingly we do not have an audit committee
        financial expert. Currently we have five members of the Board of Directors,
        none
        of whom are independent. The Board of Directors plans to seek qualified
        candidates for election as independent board and audit committee members.
        We
        cannot anticipate when we will have independent board members’ elected or will
        establish an audit committee.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
  Section
        16 of the Exchange Act requires that reports of beneficial ownership of common
        shares and changes in such ownership be filed with the Securities and Exchange
        Commission by Section 16 “reporting persons,” including directors, certain
        officers, holders of more than 10% of
 26
 the
        outstanding common shares and certain trusts of which reporting persons are
        trustees. We are required to disclose in this Annual Report each reporting
        person whom we know to have failed to file any required reports under Section
        16
        on a timely basis during the fiscal year ended March 31, 2005. To our knowledge,
        during the fiscal year ended March 31, 2005, our officers, directors and
        10%
        stockholders complied with all Section 16(a) filing requirements applicable
        to
        them, except that Paul Steo did not file one Form 4 reporting one exempt
        transaction, which was filed on a Form 5; Steven Young, James Wray, Michael
        Jones and Viper Networks, Inc. each filed a Form 3 late; and Corey Morrison
        filed one Form 4 reporting two transactions late.
 
 **Code
        of Ethics**
 
 NextPhase
        has adopted a Code of Business Conduct and Ethics that applies to its Principal
        Executive Officer, Principal Financial Officer, Principal Accounting Officer
        as
        Controller, or persons performing similar functions, as well as the company’s
        other officers and managers, and the company’s directors.
 
 NextPhase’s
        Code of Business Conduct and Ethics is posted on the Company’s website at http://www.npwireless.com/content/ethics-policy.shtml .
 
 NextPhase
        will furnish a copy of its Code of Business Conduct and Ethics without charge
        to
        any person upon request made in writing to NextPhase Wireless, Inc., 300
        S.
        Harbor Blvd., Suite 500, Anaheim, California 92805 Attention:
        Secretary.
 27
 **Item
        10. Executive Compensation.**
 
 Annual
                  CompensationName
                  & Position
              Year
              Salary
              Bonus
              Other
                  CompensationRobert
                  Ford (1)
                President
                  and Chief Executive Officer
              2005
                2004
                2003
              $30,000
                  (2)
                $--
                $--
              $--
                $--
                $--
              $--
                $--
                $--Steven
                  D. Young (3)
                Chairman
                  of the Board, Former Chief Executive Officer
              2005
                2004
                2003
              $--
                  (4)
                $--
                $--
              $--
                $--
                $--
              $--
                $--
                $--Paul
                  Steo (5)
                Former
                  Sole Officer
              2005
                2004
                2003
              $--
                  (6)
                $--
                  (6)
                $--
                  (6)
              $
                  8,750 (7)
                
                $--
              $--
                $--
                $--
 
 (1)
        Robert Ford became NextPhase’s President and the Chief Executive Officer on
        February 4, 2005.
 
 (2)
        Comprised of $10,000 in cash and 80,000 shares of common stock, valued at
        $0.25
        per share.
 
 (3)
        Stephen D. Young was elected our Chief Executive Officer on August 3, 2004.
        He
        stepped down from this position when Mr. Ford joined NextPhase on February
        4,
        2005.
 
 (4)
        No
        salary compensation was paid to Mr. Young.
 
 (5)
        Paul
        Steo served as NextPhase’s sole officer from January 2001 to August 3,
        2004.
 
 (6)
        No
        salary compensation was paid to Mr. Steo.
 
 (7)
        Represents the value of 35,000 shares of common stock, valued at $0.25 per
        share, which was issued to Mr. Steo as bonus compensation.
 
 Officers
        and directors are eligible to receive stock options, restricted stock and
        other
        grants out of the company's 2003 Equity Participation Plan.
 28
 
 **Employment
        Agreements**
 
 **Robert
        Ford**
  NextPhase
        and Robert Ford are parties to an employment agreement which provides, among
        other things:
  ·
              that
                  Mr. Ford will serve as NextPhase’s Chief Executive
                  Officer,
  ·
              for
                  a term of three (3) years, commencing February 1, 2005, subject
                  to earlier
                  termination by either party in accordance with the Employment Agreement,
  ·
              that
                  Mr. Ford’s salary shall be $10,000 per month. During the period from
                  February 1, 2005 through May 31, 2005 Mr. Ford’s salary shall be payable
                  $5,000 per month in cash and $5,000 per month in shares of unregistered
                  NextPhase common stock at a rate of $0.25 per share, or an aggregate
                  of
                  20,000 shares per month,
  ·
              that
                  Mr. Ford shall receive 300,000 shares of unregistered NextPhase
                  common
                  stock after ninety (90) days of employment,
  ·
              that
                  Mr. Ford shall receive 100,000 shares of unregistered NextPhase
                  common
                  stock after one year of employment,
  ·
              that
                  Mr. Ford shall receive additional shares of unregistered NextPhase
                  common
                  stock as bonuses based on criteria to be established by Ford and
                  NextPhase
                  by March 31, 2005. That number of shares shall be limited to no
                  more than
                  500,000 shares in each calendar during the first three years of
                  employment. The bonus criteria have not been
                  established.
 
 **John
        Nelson**
  NextPhase
        and John Nelson are parties to an employment letter which provides, among
        other
        things:
  ·
              that
                  Mr. Nelson will serve as NextPhase’s Vice President,
                  Sales,
  ·
              for
                  a term of three (3) years, commencing February 1, 2005, subject
                  to earlier
                  termination by either party in accordance with the Employment Agreement,
  ·
              that
                  Mr. Nelson’s salary shall be $7,000 per month. During the period from
                  February 1, 2005 through April 30, 2005 Mr. Nelson’s salary shall be
                  payable $6,000 per month in cash and $1,000 per month in shares
                  of
                  unregistered NextPhase common stock at a rate of $0.25 per share,
                  or an
                  aggregate of 4,000 shares per month, and after that salary will
                  be paid in
                  cash,
  ·
              that
                  Mr. Nelson shall receive 100,000 shares of unregistered NextPhase
                  common
                  stock after ninety (90) days of employment,
  ·
              that
                  Mr. Nelson shall be entitled to receive additional shares of unregistered
                  NextPhase common stock as bonuses based on criteria to be established
                  by
                  NextPhase’s board of directors. That number of shares shall be limited to
                  no more than 400,000 shares over the three years of employment.
                  The bonus
                  criteria have not been established.
 
 29
 **Jack
        Unger**
  NextPhase
        and Jack Unger are parties to an employment letter which provides, among
        other
        things:
  ·
              that
                  Mr. Unger will serve as NextPhase’s Vice President, Wireless
                  Operations,
  ·
              for
                  a term of three (3) years, commencing January 1, 2005, subject
                  to earlier
                  termination by either party in accordance with the Employment Agreement,
  ·
              that
                  Mr. Unger’s salary shall be $10,000 per month. During the period from
                  January 1, 2005 through June 31, 2005 Mr. Unger’s salary shall be payable
                  $6,500 per month in cash and $3,500 per month in shares of unregistered
                  NextPhase common stock at a rate of $0.25 per share, or an aggregate
                  of
                  14,000 shares per month, and after that salary will be paid in
                  cash,
  ·
              that
                  Mr. Unger shall receive 100,000 shares of unregistered NextPhase
                  common
                  stock after ninety (90) days of employment,
  ·
              that
                  Mr. Unger shall receive additional shares of unregistered NextPhase
                  common
                  stock as bonuses based on criteria to be established by NextPhase’s board
                  of directors. That number of shares shall be limited to no more
                  than
                  800,000 over the three years of employment. The bonus criteria
                  have not
                  been established.
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.**
  The
        following table sets forth certain information, as of June 24, 2005, regarding
        beneficial ownership of our common stock by
  ·
              each
                  stockholder known by us to be the beneficial owner of more than
                  five
                  percent (5%) of the outstanding shares of common stock;
  ·
              each
                  of our directors;
  ·
              each
                  of the named executive officers; and all of our current executive
                  officers
                  and directors as a group.
 30
 **Name
                    and Address of Beneficial Owner**
                **Number
                    of Shares**
                  **Beneficially
                    Owned**
                **Percent
                    of Class**Viper
                    Networks, Inc.
                4,000,000
                    (1)
                19.1%
                    (1)2070
                    Business Center DriveSuite
                    210Irvine,
                    CA 92612Corey
                    Morrison (2)
                3,500,000
                    (3)
                16.7%
                    (3)26
                    Railroad Avenue, #332Babylon,
                    NY11729Stephen
                    D. Young
                2,000,000
                9.5%300
                    S. Harbor Blvd.Suite
                    500Anaheim,
                    CA 92805Sean
                    J. Rawlins
                2,000,000
                    (1)
                9.5%
                    (1)300
                    S. Harbor Blvd.Suite
                    500Anaheim,
                    CA 92805James
                    G. Wray
                2,000,000
                9.5%300
                    S. Harbor Blvd.Suite
                    500Anaheim,
                    CA 92805Michael
                    Jones
                2,000,000
                9.5%2304
                    Ruhland AvenueSuite
                    ARedondo
                    Beach, CA 90278Robert
                    Ford
                280,000
                    (4)
                1.3%
                    (4)300
                    S. Harbor Blvd.Suite
                    500Anaheim,
                    CA 92805Paul
                    S. Steo
                40,000
                *227
                    BluePoint Road WestHoltsville,
                    NY 11742All
                  Excecutive
                  Officers andDirectors
                  and
                  Nominees forDirectors
                  as a
                  group
                6,320,000
                    (4)
                30.0%
 (1)
              Based
                  on information contained in a Schedule 13D filed with the Securities
                  and
                  Exchange Commission on August 23,
                  2004.
 
 (2)
              Shares
                  are in the name of CJM Group, Inc., which, to NextPhase’s knowledge, is
                  solely owned by Corey Morrison.
 
 (3)
              Based
                  on information contained in a Schedule 13D filed with the Securities
                  and
                  Exchange Commission on August 13,
                  2004.
 
 (4)
              Includes
                  80,000 shares of common stock issuable to Robert Ford in payment
                  of
                  $20,000 of salary which was earned in fiscal year 2005. These shares
                  have
                  not yet been issued.
 
 31
 **Item
        12. Certain Relationships and Related Transactions.**
 
 NextPhase
        and Robert Ford are parties to an employment agreement which is described
        under
        Item 10 “Executive Compensation”.
 
 NextPhase
        and CJM Group, Inc., which owns approximately 16.8% of our common stock,
        are
        parties to a Consulting Agreement dated August 3, 2004. Under the Consulting
        Agreement, NextPhase issued to CJM Group 3,500,000 shares of common stock
        which
        were registered under the Securities Act. To NextPhase’s knowledge, CJM Group,
        Inc. is solely owned by Corey Morrison.
 
 The
        Consulting Agreement provides that CJM Group shall not publicly sell, transfer
        or dispose more than 500,000 shares for six months and 500,000 shares for
        12
        months after the date of the Consulting Agreement, without the written consent
        of the Company, but that CJM Group may privately sell, transfer or dispose
        of
        the shares if the recipient agrees to comply with the public transfer
        restrictions.
 
 The
        shares were for consulting services rendered and to be rendered by CJM Group
        under the Consulting Agreement to: assist NextPhase in developing its
  §
              business
                  model and corporate structure
  §
              market
                  positioning, and
  §
              strategizing
                  the marketing of industry related products,
                  and
  §
              performing
                  certain advisory services in connection with business development
                  and
                  corporate strategy.
 
 The
        Consulting Agreement is for a period of three years. Corey Morrison is the
        sole
        beneficial owner of CJM Group.
 
 See
        Item
        3 “Legal Proceedings” for disclosure about an arbitration proceeding between
        NextPhase and CJM Group relating to this Consulting Agreement.
 32
 
 **Item
                    13. Exhibits.**2.1
                Agreement
                    and Plan of Merger dated September 25, 2000, including
                    exhibits.12.2
                Amendment
                    to September 25, 2000 Agreement and Plan of Merger dated January
                    24,
                    2001.12.3
                Agreement
                    and Plan of Share Exchange dated August 3, 2004 between NextPhase
                    (a/k/a
                    Edison Renewables, Inc.) and the stockholders of NextPhase Technologies,
                    Inc.23.1
                Articles
                    of Incorporation.33.2
                Certificate
                    of Amendment to Articles of Incorporation, as filed on May 15,
                    2000.33.3
                Certificate
                    of Amendment to Articles of Incorporation, as filed on March
                    13,
                    2001.33.4
                Certificate
                    of Amendment to Articles of Incorporation, as filed on May 5,
                    2003.33.5
                Certificate
                    of Amendment to Articles of Incorporation as filed on January
                    21,
                    2005.43.6
                Amended
                    and Restated By-Laws.510.1
                Asset
                    Purchase Agreement between Edison and Buchanan ITS, LLC.510.2
                $107,000
                    Promissory Note from Edison to Buchanan ITS, LLC.510.3
                Consulting
                    Agreement dated August 3, 2004 between NextPhase and CJM Group,
                    Inc.
                    610.4
                Employment
                    Agreement dated February 1, 2005 between NextPhase and Robert
                    Ford10.5
                Master
                    Lease Agreement date May 4, 2005 between Agility Lease Fund I,
                    LLC and
                    NextPhase14
                Code
                    of Business Conduct and Ethics for Officers, Managers and
                    Directors21
                Subsidiaries23.1
                Consent
                    of Registered Independent Certified Public Accounting Firm31
                Certificate
                    of the Principal Executive Officer and Principal Accounting Officer
                    pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                    906 of
                    Sarbanes-Oxley Act of 2002.
  33
 32
                Certificate
                    of the Principal Executive Officer and Principal Accounting Officer
                    pursuant to Rule
                  13a-14(a)
                    or Rule 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley
                    Act
                  of
                    2002.
 _______________________
 1 Incorporated by reference to the exhibit in the company’s Current Report on Form
        8-K for an event dated September 25, 2000.
 
 2 Incorporated
        herein by reference to the exhibit in the company’s Quarterly Report for the
        period ended June 30, 2004.
 
 3 Incorporated herein by reference to the exhibits in the company’s Annual Report
        on Form 10-KSB for the year ended March 31, 2003.
 
 4 Incorporated
        herein by reference to the exhibit in the company’s Current Report on Form 8-K
        for an event dated January 21, 2005.
 
 5 Incorporated herein by reference to the exhibits to the company’s Quarterly
        Report on Form 10-QSB for the period ended September 30, 2004.
  6 Incorporated herein by reference to the exhibit in the company’s Registration
        Statement on Form S-8 Registration No. 333-117964 filed with the Securities
        and
        Exchange Commission on August 5, 2004.
 
 **Item
        14. Principal Accountant Fees and Services**
  Our
        principal accountants, Russell Bedford Stefanou Mirchandani, have billed
        us
        approximately $16,000, for the audit of our financial statements for the
        year
        ended March 31, 2005 and the review of our financial statements included
        in our
        Quarterly Reports on Form 10-QSB for the periods ended September 30, and
        December 31, 2004.
 Our
        principal accountants did not bill us any fees for tax compliance, tax advice
        and tax planning for our fiscal years ended March 31, 2005 and
        2004.
 
 Our
        principal accountants did not bill us any fees for any assurance and related
        services for our fiscal years ended March 31, 2005 and 2004.
 
 POLICY
        ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES
        OF
        INDEPENDENT AUDITORS
 
 The
        Company currently does not have a designated Audit Committee, and accordingly,
        the Company's Board of Directors' policy is to pre-approve all audit and
        permissible non-audit services provided by the independent auditors. These
        services may include audit services, audit-related services, tax services
        and
        other services. Pre-approval is generally provided for up to one year and
        any
        pre-approval is detailed as to the particular service or category of services
        and is generally subject to a specific budget. The independent auditors and
        management are required to periodically report to the Company's Board of
        Directors regarding the extent of services provided by the independent auditors
        in accordance with this pre-approval, and the fees for the services performed
        to
        date. The Board of Directors may also pre-approve particular services on
        a
        case-by-case basis.
 34
 ITEM
          7
          FINANCIAL STATEMENTS
 
 **NEXTPHASE
        WIRELESS, INC.**
 (A
        Development Stage Company)
 **CONSOLIDATED
        FINANCIAL STATEMENTS**
 
 CONTENTS
              PAGEReport
                  of Registered Independent Certified Public Accounting Firm
              F-1Consolidated
                  Balance Sheets as of March 31, 2005 and 2004
              F-2Consolidated
                  Statements of Losses for the years ended March 31, 2005 and 2004
                  and for
                  the period September 14, 2000 (date of inception) to March 31,
                  2005
              F-3Consolidated
                  Statement of Deficiency in Stockholders’ Equity for the period September
                  14, 2000 (date of inception) to March 31, 2005
              F-4Consolidated
                  Statements of Cash Flows for the years ended March 31, 2005 and
                  2004 and
                  for the period September 14, 2000 (date of inception) to March
                  31, 2005
              F-5Notes
                  to Consolidated Financial Statements
              F-6
                  -F-20
 
 35
 
 **** **RUSSELL
        BEDFORD** **STEFANOU
        MIRCHANDANI LLP**
 **Certified
        Public Accountants**
 
 **REPORT
        OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING
        FIRM**
 
 Board
        of
        Directors and Shareholders
 NextPhase
        Wireless Inc.
 Anaheim,
        California
 
 We
        have
        audited the accompanying consolidated balance sheets of NextPhase Wireless
        Inc.
        and subsidiaries (the "Company") (a development stage company) (the “Company”)
        as of March 31, 2005 and 2004 and the related consolidated statements of
        losses,
        deficiency in stockholders’ equity, and cash flows for the two years then ended
        and for the period from inception (September 14, 2000) to March 31, 2005.
        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
        have
        conducted our audits in accordance with the standards of the Public Accounting
        Oversight Board (United States of America). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the consolidated financial position of the Company at
        March
        31, 2005 and 2004 and the consolidated results of its operations and its
        cash
        flows for two years then ended and for the period from inception (September
        14,
        2000) to March 31, 2005, in conformity with accounting principles generally
        accepted in the United States of America.
 
 The
        accompanying consolidated financial statements for the year ended March 31,
        2005
        and 2004 have been prepared assuming that the Company will continue as a
        going
        concern. As shown in the financial statements, the Company has incurred net
        losses since its inception. This raises substantial doubt about the Company’s
        ability to continue as a going concern. Management’s plans in regard to this
        matter are described in Note 1. The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
 
 /s/RUSSELL
        BEDFORD STEFANOU MIRCHANDANI LLP
 Russell
        Bedford Stefanou Mirchandani LLP
 Certified
        Public Accountants
 New
        York, New York
 July
        15,
        2005
 F-1
 NEXTPHASE
        WIRELESS, INC.
 (A
        Development Stage Company)
 CONSOLIDATED
        BALANCE SHEET
 MARCH
        31,
        2005 and 2004
 
 2005
              
              2004ASSETSCurrent
                  assets:Cash
              
              $
              50,948
              
              $
              -Accounts
                  receivable net
              
              
              17,577
              
              
              -Total
                  current assets
              
              
              68,525
              
              
              -Property
                  and equipment, net of accumulated depreciation of $15,208 (Note
                  6)
              
              
              132,685
              
              
              -Total
                  Assets
              
              $
              201,210
              
              $
              -LIABILITIES
                  AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
                  liabilities:Accounts
                  payable
              
              $
              102,301
              
              $
              3,200Notes
                  payable (Note 5)
              
              
              180,300
              
              
              -Advances
                  payable - stockholders (Note 3)
              
              
              12,206
              
              
              -Deferred
                  revenue
              
              
              4,125
              
              
              -Total
                  current liabilities
              
              
              298,932
              
              
              3,200Commitments
                  and contingencies (Note 7)
              
              
              -
              
              
              -Deficiency
                  in Stockholders' equity: (Note 4)Preferred
                  stock, $.001 par value; 20,000,000 shares
                authorized,
                  no shares issued and outstanding at March 31, 2005 and
                  2004
              
              
              -
              
              
              -Common
                  stock, $.001 par value; 200,000,000 shares
                authorized,
                  19,896,724 and 4,000,000 shares issued and outstanding at March
                  31, 2005
                  and 2004, respectively
              
              
              19,897
              
              
              4,000Stock
                  subscription payable
              
              
              280,000
              
              
              -Additional
                  paid-in capital
              
              
              3,895,241
              
              
              640Deficit
                  accumulated during development stage
              
              
              (4,292,860
              )
              
              (7,840
              )Total
                  deficiency in stockholders' equity
              
              
              (97,722
              )
              
              (3,200
              )Total
                  liabilities and deficiency in stockholders' equity
              
              $
              201,210
              
              $
              -
 
 The
        accompanying notes are an integral part of these financial
        statements.
 F-2
 NEXTPHASE
        WIRELESS, INC.
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF LOSSES
 
 For
                  the PeriodSeptember
                  14, 2000For
                  the Year Ended March 31,
              
              (Date
                  of inception)through
                  March 31,2005
              
              2004
              
              2005Sales
              
              $
              40,758
              
              $
              -
              
              $
              40,758Cost
                  of sales
              
              
              9,539
              
              
              -
              
              
              9,539Gross
                  profit
              
              
              31,219
              
              
              -
              
              
              31,219Operating
                  Expenses:Acquisition
                  costs
              
              
              646,000
              
              
              -
              
              
              646,000Product
                  and website development
              
              
              -
              
              
              -
              
              
              4,640Selling,
                  general and administrative
              
              
              3,650,972
              
              
              800
              
              
              3,654,172Depreciation
                  and amortization
              
              
              15,028
              
              
              -
              
              
              15,028Total
                  Expenses
              
              
              4,312,000
              
              
              800
              
              
              4,319,840Loss
                  from operations
              
              
              (4,280,781
              )
              
              (800
              )
              
              (4,288,621
              )Interest
                  expense
              
              
              4,239
              
              
              -
              
              
              4,239Loss
                  before provision for income taxes
              
              
              (4,285,020
              )
              
              (800
              )
              
              (4,292,860
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              $
              (4,285,020
              )
              $
              (800
              )
              $
              (4,292,860
              )Loss
                  per share, basic and diluted
              
              $
              (0.30
              )
              $
              (0.00
              )
              
              (0.68
              )Weighted
                  average common sharesoutstanding
              
              
              14,317,257
              
              
              4,000,000
              
              
              (
                  6,269,921
              )
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 F-3
 NEXTPHASE
          WIRELESS, INC.
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENT OF DEFICIENCY IN STOCKHOLDERS’ EQUITY
 SEPTEMBER
        14, 2000 (INCEPTION) TO MARCH 31, 2005
  Preferred
                    Stock
                
                
                Preferred
                    Stock
                
                
                Common
                    Stock
                
                
                Common
                    Stock
                
                
                Stock
                    Subscription Payable
                
                
                
                
                
                Additional
                
                
                DeficitDate
                
                
                Price
                    per share
                
                
                Quantity
                
                
                Value
                
                
                Quantity
                
                
                Value
                
                
                Quantity
                    Reserved
                
                
                Value
                
                
                Paid
                    - In Capital
                
                
                Accumulated
                    During Development
                
                
                Total
                    Deficiency in Stockholders’ EquityFounders
                    shares at inception
                
                
                September,
                    2000
                
                $
                0.001
                
                
                -
                
                $
                -
                
                
                4,000,000
                
                $
                4,000
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                4,000Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (800
                )
                
                (800
                )Balance,
                    March 31, 2001
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                4,000,000
                
                
                4,000
                
                
                -
                
                
                -
                
                
                -
                
                
                (800
                )
                
                3,200Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (800
                )
                
                (800
                )Balance,
                    March 31, 2002
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                4,000,000
                
                
                4,000
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,600
                )
                
                2,400Expenses
                    paid by stockholder
                
                
                -
                
                
                
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                640
                
                
                -
                
                
                640Net
                    loss
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (5,440
                )
                
                (5,440
                )Balance,
                    March 31, 2003
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                4,000,000
                
                
                4,000
                
                
                -
                
                
                -
                
                
                640
                
                
                (7,040
                )
                
                (2,400
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (800
                )
                
                (800
                )Balance,
                    March 31, 2004
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                4,000,000
                
                
                4,000
                
                
                -
                
                
                -
                
                
                640
                
                
                (7,840
                )
                
                (3,200
                )Shares
                    for services
                
                
                June,
                    2004
                
                
                0.25
                
                
                -
                
                
                -
                
                
                8,000,000
                
                
                8,000
                
                
                -
                
                
                -
                
                
                1,992,000
                
                
                -
                
                
                2,000,000Shares
                    of NTI received in exchange for shares in Nextphase as per share
                    exchange
                    agreement
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (12,943,000
                )
                
                (12,943
                )
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (12,943
                )Shares
                    of Nextphase issued as per share exchange agreement
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                12,943,000
                
                
                12,943
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                12,943Shares
                    for services
                
                
                August,
                    2004
                
                
                0.25
                
                
                -
                
                
                -
                
                
                3,535,000
                
                
                3,535
                
                
                -
                
                
                -
                
                
                880,215
                
                
                -
                
                
                883,750Shares
                    for services
                
                
                March,
                    2005
                
                
                0.25
                
                
                
                
                
                -
                
                
                250,000
                
                
                250
                
                
                -
                
                
                -
                
                
                62,250
                
                
                -
                
                
                62,500Shares
                    sold for cash
                
                
                June
                    to Sept, 2004
                
                
                0.25
                
                
                -
                
                
                -
                
                
                1,481,000
                
                
                1,481
                
                
                -
                
                
                -
                
                
                368,769
                
                
                -
                
                
                370,250Shares
                    sold for cash
                
                
                Oct
                    to Dec, 2004
                
                
                0.25
                
                
                -
                
                
                -
                
                
                1,042,000
                
                
                1,042
                
                
                -
                
                
                -
                
                
                259,458
                
                
                -
                
                
                260,500Shares
                    sold for cash
                
                
                Jan.
                    to Mar, 2005
                
                
                0.25
                
                
                -
                
                
                -
                
                
                1,374,000
                
                
                1,374
                
                
                -
                
                
                -
                
                
                342,126
                
                
                -
                
                
                343,500Stock
                    Subscribed
                
                
                March,
                    2005
                
                
                0.25
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                210,000
                
                
                52,500
                
                
                -
                
                
                -
                
                
                52,500Shares
                    for equipment purchase
                
                
                November,
                    2004
                
                
                0.25
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                560,000
                
                
                140,000
                
                
                -
                
                
                -
                
                
                140,000Shares
                    retained in reverse acquisition
                
                
                August,
                    2004
                
                
                0.25
                
                
                -
                
                
                -
                
                
                214,724
                
                
                215
                
                
                -
                
                
                -
                
                
                (215
                )
                
                -
                
                
                -Cost
                    of offering
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (15,033
                )
                
                -
                
                
                (15,033
                )Cost
                    of stock
                  purchase
                
                
                August,
                  2004
                
                $
                0.25
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                350,000
                
                
                87,500
                
                
                -
                
                
                -
                
                
                87,500Contributed
                    capital
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                5,031
                
                
                -
                
                
                5,031Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (4,285,020
                )
                
                (4,285,020
                )Balance,
                    March 31, 2005
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                19,896,724
                
                $
                19,897
                
                
                1,120,000
                
                $
                280,000
                
                $
                3,895,241
                
                $
                (4,292,860
                )
                $
                (97,722
                )
  F-4
 NEXTPHASE
          WIRELESS, INC.
 (A
            Development Stage Company)
 CONSOLIDATED
            STATEMENTS OF CASH FLOWS
 For
                      the PeriodSeptember
                      14, 2000For
                      the Year Ended March 31,
                  
                  (date
                      of inception)through
                      March 31,2005
                  
                  2004
                  
                  2005CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      loss
                  
                  $
                  (4,285,020
                  )
                  $
                  (800
                  )
                  $
                  (4,292,860
                  )Adjustments
                      to reconcile net loss to netcash
                      used by operating activities:Impairment
                      on fixed assets
                  
                  
                  140,000
                  
                  
                  -
                  
                  
                  140,000Acquisition
                      cost
                  
                  
                  87,500
                  
                  
                  -
                  
                  
                  87,500Shares
                      issued for services
                  
                  
                  2,946,250
                  
                  
                  -
                  
                  
                  2,946,250Depreciation
                  
                  
                  15,028
                  
                  
                  -
                  
                  
                  15,028Product
                      and website development paid by shareholder
                  
                  
                  -
                  
                  
                  -
                  
                  
                  4,640Change
                      in assets and liabilities:(Increase)
                      decrease in assets:Accounts
                      receivable
                  
                  
                  (17,577
                  )
                  
                  -
                  
                  
                  (17,577
                  )Increase
                      (decrease) in liabilitiesAccounts
                      payable
                  
                  
                  99,101
                  
                  
                  800
                  
                  
                  102,301Deferred
                      revenue
                  
                  
                  4,125
                  
                  
                  -
                  
                  
                  4,125Net
                      cash used by operating activities
                  
                  
                  (1,010,593
                  )
                  
                  -
                  
                  
                  (1,010,593
                  )CASH
                      FLOWS FROM INVESTING ACTIVITIESPurchase
                      of furniture and equipment
                  
                  
                  (147,713
                  )
                  
                  -
                  
                  
                  (147,713
                  )Net
                      cash used in investing activities
                  
                  
                  (147,713
                  )
                  
                  -
                  
                  
                  (147,713
                  )CASH
                      FLOWS FROM FINANCING ACTIVITIES:Note
                      issued for NextPhase Wireless
                  
                  
                  510,000
                  
                  
                  -
                  
                  
                  510,000Principal
                      payment on note for stock retirement
                  
                  
                  (410,000
                  )
                  
                  -
                  
                  
                  (410,000
                  )Principal
                      of note payable on asset purchase
                  
                  
                  107,000
                  
                  
                  -
                  
                  
                  107,000Principal
                      payment on note of asset purchase
                  
                  
                  (26,700
                  )
                  
                  -
                  
                  
                  (26,700
                  )Proceeds
                      from sale of common stock
                  
                  
                  1,026,750
                  
                  
                  -
                  
                  
                  1,026,750Cost
                      of sale of common stock
                  
                  
                  (15,033
                  )
                  
                  
                  
                  
                  (15,033
                  )Contributed
                      capital
                  
                  
                  5,031
                  
                  
                  
                  
                  
                  5,031Advance
                      payable - stockholder
                  
                  
                  12,206
                  
                  
                  -
                  
                  
                  12,206Net
                      cash (used) provided by financing activities
                  
                  
                  1,209,254
                  
                  
                  -
                  
                  
                  1,209,254Increase
                      in cash and cash equivalents
                  
                  
                  50,948
                  
                  
                  -
                  
                  
                  50,948Cash
                      and cash equivalents - beginning of period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Cash
                      and cash equivalents - end of period
                  
                  $
                  50,948
                  
                  $
                  -
                  
                  $
                  50,948Supplemental
                      cash flow information:Cash
                      paid for interest
                  
                  $
                  4,239
                  
                  $
                  -
                  
                  $
                  4,239Cash
                      paid for income taxes
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Non-cash
                      transactions:Common
                      stock retained
                  
                  $
                  215
                  
                  $
                  -
                  
                  $
                  215Common
                      stock issued
                  
                  
                  87,500
                  
                  
                  -
                  
                  
                  87,500Acquisition
                      fees
                  
                  
                  48,285
                  
                  
                  -
                  
                  
                  48,285Assets
                      acquired
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Note
                      payable
                  
                  
                  510,000
                  
                  
                  -
                  
                  
                  510,000Total
                      consideration paid/acquisition costs
                  
                  $
                  646,000
                  
                  $
                  -
                  
                  $
                  646,000Stock
                      subscription payable for purchaseof
                      equipment for shares
                  
                  $
                  140,000
                  
                  $
                  -
                  
                  $
                  140,000
 The
        accompanying notes are an integral part of these financial
        statements.
 F-5
  **NEXTPHASE
        WIRELESS, INC.**
 **(A
        development stage company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **March
        31, 2005 and 2004**
 
 
 **NOTE
        1-NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES**
 
 Nature
        of Operations
 
 NextPhase
        Wireless, Inc (“NextPhase” or the “Company”) has a limited operating history.
        NextPhase recently began generating revenue during the third quarter of the
        fiscal year-ended March 31, 2005. The financial statements include the accounts
        of NextPhase, a Nevada corporation formed on August 28, 1995 and its wholly
        owned subsidiaries, Lockwave, Inc. (“Lockwave”), a Delaware corporation formed
        on October 12, 1999 and Next Phase Technologies, Inc. (“NTI”), a California
        corporation formed on September 14, 2000. Lockwave has no assets, liabilities
        or
        operations. NTI was acquired in a reverse acquisition on August 3, 2004.
        NTI was
        engaged in the development of a web based software product, the development
        of
        which has been abandoned. The costs of the development were paid by its then
        parent company. Neither NextPhase nor NTI had operations prior to the reverse
        acquisition. Management’s plans are discussed further in the Going Concern
        portion of Note 1. On January 21, 2005 the Company changed its name from
        Edison
        Renewables, Inc. to NextPhase Wireless, Inc.
 
 Basis
        of Presentation
 
 The
        accompanying financial statements include the accounts of NextPhase and its
        wholly owned subsidiaries. The term “Company” refers to NextPhase and its
        subsidiaries collectively. All significant inter-company accounts and
        transactions have been eliminated in consolidation.
 
 The
        Company conducts its operations from its office located in Anaheim,
        California.
 
 Effective
        August 3, 2004, NextPhase acquired all of the issued and outstanding common
        stock of NTI. As a result of this transaction, NTI’s former shareholders
        obtained control of NextPhase, a shell corporation with no operations. For
        accounting purposes, this acquisition has been treated as a reverse acquisition
        of NextPhase. See Note 2.
 
 The
        financial statements presented include only the accounts of NTI, a development
        stage company from its inception (September 14, 2000) through March 31, 2005
        and
        of NextPhase from August 3, 2004 through March 31, 2005.
 F-6
 Going
        Concern
 
 The
        accompanying financial statements have been prepared in conformity with
        generally accepted accounting principles, which contemplate continuation
        of the
        Company as a going concern. The Company has experienced its first sources
        of
        revenue ( from
        professional service fees, equipment sales, and broadband wireless access
        subscriptions) during
        the third and fourth quarters of the fiscal year-ended March 31, 2005. However,
        it has experienced net operating losses of $4,292,860 since inception and
        has a
        working capital deficit of $230,407 at March 31, 2005. These factors raise
        substantial doubt about the Company's ability to continue as a going concern.
        Without realization of additional capital, it would be unlikely for the Company
 F-7
 to
          continue as a going concern. These 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 result
          from
          this uncertainty.
 
 Management’s
        Plan
 
 NextPhase
        specializes in delivering integrated Internet, voice and data communications
        solutions to its customers. It designs, deploys and operates its own wireless
        network and also provides wireless technology solutions to businesses and
        municipalities. NextPhase has been operating in this business since August
        3,
        2004 when it acquired its subsidiary NextPhase Technologies, Inc. in a share
        exchange transaction.
 
 The
        Company's cash on hand is insufficient to fund its planned operating needs
        and
        the Company is currently generating minimal revenue. Management is actively
        pursuing new debt and/or equity financing and continually evaluating the
        Company's cash burn rate and capital needs. The Company has satisfied its
        cash
        requirements to date primarily through private placements of common stock,
        the
        issuance of common stock in lieu of payment for services and advances from
        some
        shareholders.
 
 The
        Company plans on funding working capital requirements, necessary equipment
        purchases, marketing costs, and all other operations for the next year and
        foreseeable future by raising capital with the sale of equity and/or debt
        securities, issuing common stock in lieu of cash for services and by advances
        from a shareholder.
 
 Cash
        and Cash Equivalents
 
 The
        Company considers all highly liquid investments purchased with original
        maturities of three months or less to be cash equivalents.
 
 Accounts
        Receivable
 
 Trade
        receivables consist of uncollateralized customer obligations due under normal
        trade terms requiring payment usually net 30 days of the invoice date. Payments
        on trade receivables are applied to the earliest unpaid invoices. Management
        reviews trades receivables periodically and reduces the carrying amount by
        a
        valuation allowance that reflects management's best estimate of the amount
        that
        may not be collectible.
 
 Disclosures
        about Fair Value of Financial Instruments
 
 The
        carrying amounts of the Company’s financial instruments, which include accounts
        receivable and accounts payable, approximate fair value at March 31,
        2005.
 F-8
 
 Revenue
        Recognition and Deferred Revenue
 
 Revenues
        are recognized in the period that services are provided. For revenue from
        product sales, the Company recognizes revenue in accordance with Staff
        Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which superceded
        Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS
        ("SAB101"). SAB 101 requires that four basic criteria must be met before
        revenue
        can be recognized: (1) persuasive evidence of an arrangement exists; (2)
        delivery has occurred; (3) the selling price is fixed and determinable; and
        (4)
        collectibility is reasonably assured. Determination of criteria (3) and (4)
        are
        based on management's judgments regarding the fixed nature of the selling
        prices
        of the products delivered and the collectibility of those amounts. Provisions
        for discounts and rebates to customers, estimated returns and allowances,
        and
        other adjustments are provided for in the same period the related sales are
        recorded. The Company defers any revenue for which the product has not been
        delivered or for which services have not been rendered or are subject to
        refund
        until such time that the Company and the customer jointly determine that
        the
        product has been delivered or services have been rendered or no refund will
        be
        required.
 
 SAB
        104
        incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
        MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting
        for
        arrangements that may involve the delivery or performance of multiple products,
        services and/or rights to use assets. The effect of implementing EITF 00-21
        on
        the Company's consolidated financial position and results of operations was
        not
        significant.
 
 The
        Company considers amounts to be earned once evidence of an arrangement has
        been
        obtained, services are delivered, fees are fixed or determinable, and
        collectibility is reasonably assured. The Company generates and recognizes
        revenue as follows:
 
 Revenue
        from operating as a wireless Internet service provider of tiered wireless
        Internet services to business and residential subscribers. Internet services
        are
        billed at the beginning of each month's activity at a fixed rate for each
        customer. Customers sign an annual agreement or utilize the service on a
        month-to-month basis.
 
 Revenue
        from the sale and configuration of wireless equipment. NextPhase acts as
        a
        reseller of certain components and equipment related to its products and
        services. Equipment revenue is recognized at the time of shipment FOB to
        the
        customer. Configuration is billed at an hourly rate and recognized after
        completion. Costs associated with the equipment are expensed at the time
        of
        shipment.
 
 Revenue
        from professional and consulting services provided by its staff. These services
        include wireless network consulting, interference surveys, network management
        and telephone consulting. Revenue is recognized after the professional or
        consulting service has been provided.
 
 Software
        Development Costs
 
 The
        Company accounts for research and development costs in accordance with the
        SFAS
        No. 2, “Accounting for Research and Development Costs”. Under SFAS No. 2, all
        research and development costs must be charged to expense as incurred.
        Accordingly, internal research and development costs are expensed as incurred.
        Third-party research and developments costs are expensed when the contracted
        work has been performed or as milestone results have been achieved.
        Company-sponsored research and development costs related to both present
        and
        future products are expensed in the period incurred. Total expenditures on
        research and product development incurred for the period ending March 31,
        2005
        was $0. Since inception (September 14, 2000) up to March 31, 2004 the Company
        has spent $4,640 on software development costs.
 
 Income
        Taxes
 
 Deferred
        income taxes are provided using the asset and liability method for financial
        reporting purposes in accordance with the provisions of Statements of Financial
        Standards No. 109, “Accounting for Income Taxes”. Under this method, deferred
        tax assets and liabilities are recognized for temporary differences between
        the
        tax bases of assets and liabilities and their carrying values for financial
        reporting purposes and for operating loss and tax credit carry forwards.
        Deferred tax assets and liabilities are measured using enacted tax rates
        expected to apply to taxable income in the years in which those temporary
        differences are expected to be removed or settled. The effect on deferred
        tax
        assets and liabilities of a change in tax rates is recognized in the statements
        of operations in the period that includes the enactment date. Temporary
        differences between taxable income reported for financial reporting purposes
        and
        income tax purposes are insignificant.
 F-9
 
 Stock
        Based Compensation
 
 In
        December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
        Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
        amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
        alternative methods of transition for a voluntary change to the fair value
        based
        method of accounting for stock-based employee compensation. In addition,
        this
        statement amends the disclosure requirements of SFAS No. 123 to require
        prominent disclosures in both annual and interim financial statements about
        the
        method of accounting for stock-based employee compensation and the effect
        of the
        method used on reported results. The Company has chosen to continue to account
        for stock-based compensation using the intrinsic value method prescribed
        in APB
        Opinion No. 25 and related interpretations. Accordingly, compensation expense
        for stock options is measured as the excess, if any, of the fair market value
        of
        the Company's stock at the date of the grant over the exercise price of the
        related option. The Company did not have any stock compensation plan as of
        March
        31, 2005 and 2004.
 
 On
        December 16, 2004, the FASB issued Statement No. 123R (revised 2004),
“Share-Based Payment”, which is a revision of FASB Statement No. 123,
“Accounting for Stock-Based Compensation”. Statement 123(R) supersedes APB
        Opinion No. 25, “Accounting for Stock Issued to Employees”, and amends FASB
        Statement No. 95, “Statement of Cash Flows”. Generally, the approach in
        Statement 123(R) is similar to the approach described in Statement 123. However,
        Statement 123(R) requires all share-based payments to employees, including
        grants of employee stock options, to be recognized in the income statement
        based
        on their fair values. Pro forma disclosure is no longer an alternative.
        Statement 123(R) permits public companies to adopt its requirements using
        one of
        two methods:
  1)
        A
“modified prospective” method in which compensation cost is recognized beginning
        with the effective date (a) based on the requirements of Statement 123(R)
        for
        all share-based payments granted after the effective date and (b) based on
        the
        requirements of Statement 123 for all awards granted to employees prior to
        the
        effective date of Statement 123(R) that remain unvested on the effective
        date.
  2)
        A
“modified retrospective” method which includes the requirements of the modified
        prospective method described above, but also permits entities to restate
        based
        on the amounts previously recognized under Statement 123 for purposes of
        pro
        forma disclosures either (a) all prior periods presented or (b) prior interim
        periods of the year of adoption.
  On
        April
        14, 2005, the SEC amended the effective date of the provisions of this
        statement. The effect of this amendment by the SEC is that the Company will
        have
        to comply with Statement 123R and use the Fair Value based method of accounting
        no later than the third quarter of 2006. Management is assessing the
        implications of this revised standard, which may materially impact the Company's
        results of operations in the third quarter of fiscal year 2006 and
        thereafter.
 
 Earnings
        (Loss) per Common Share
  SFAS
        No.
        128, “Earnings Per Share” requires presentation of basic loss per share (“Basic
        LPS”) and diluted loss per share (“Diluted LPS”). The computation of basic loss
        per share is computed by dividing loss available to common stockholders by
        the
        weighted average number of outstanding common shares during the period. Diluted
        loss per share gives effect to all dilutive potential common shares outstanding
        during the period. There were no potentially dilutive shares outstanding
        at
        March 31, 2005 or 2004.
 F-10
 Management
        Estimates
 
 The
        presentation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 Comprehensive
        Income
  SFAS
        No.
        130, “Reporting Comprehensive Income”, establishes standards for reporting and
        displaying of comprehensive income, its components and accumulated balances.
        Comprehensive income is defined to include all changes in equity, except
        those
        resulting from investments by owners and distributions to owners. Among other
        disclosures, SFAS No. 130 requires that all items that are required to be
        recognized under current accounting standards as components of comprehensive
        income be reported in a financial statement that is displayed with the same
        prominence as other financial statements. The Company does not have any items
        of
        comprehensive income in any of the periods presented.
  Recent
        Accounting Pronouncements
  In
        November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
        151,
        Inventory Costs- an amendment of ARB No. 43, Chapter 4. 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). Paragraph 5 of ARB 43, Chapter 4,
        previously stated that "under some circumstances, items such as idle facility
        expense, excessive spoilage, double freight, and rehandling costs may be
        so
        abnormal as to require treatment as current period charges" This Statement
        requires that those items be recognized as current-period charges regardless
        of
        whether they meet the criterion of "so abnormal." 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.
        This
        Statement is effective for inventory costs incurred during fiscal years
        beginning after June 15, 2005. Management does not believe the adoption of
        this
        Statement will have any immediate material impact on the Company.
  In
        December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
        Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67"
        ("SFAS
        152) The amendments made by Statement 152 This Statement amends FASB Statement
        No. 66, Accounting for Sales of Real Estate, to reference the financial
        accounting and reporting guidance for real estate time-sharing transactions
        that
        is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
        Estate Time-Sharing Transactions. This Statement also amends FASB Statement
        No.
        67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
        to state that the guidance for (a) incidental operations and (b) costs incurred
        to sell real estate projects does not apply to real estate time-sharing
        transactions. The accounting for those operations and costs is subject to
        the
        guidance in SOP 04-2. This Statement is effective for financial statements
        for
        fiscal years beginning after June 15, 2005 with earlier application encouraged.
        The Company does not anticipate that the implementation of this standard
        will
        have a material impact on its financial position, results of operations or
        cash
        flows.
  On
        December 16, 2004, the Financial Accounting Standards Board ("FASB") published
        Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based
        Payment ("SFAS 123R"). SFAS 123R requires that compensation cost related
        to
        share-based payment transactions be recognized in the financial statements.
        Share-based payment transactions within the scope of SFAS 123R include stock
        Warrants, restricted stock plans, performance-based awards, stock appreciation
        rights, and employee share purchase plans. On April 14, 2005, the SEC amended
        the effective date of the provisions of this statement. Accordingly, the
        Company
        will implement the revised standard in the forth quarter of fiscal year 2006.
        Currently, the Company accounts for its share-based payment transactions
        under
        the provisions of APB 25, which does not necessarily require the recognition
        of
        compensation cost in the financial statements. Management is assessing the
        implications of this revised standard, which may materially impact the Company's
        results of operations in the third quarter of fiscal year 2006 and thereafter.
 F-11
 
 On
        December 16, 2004, FASB issued Statement of Financial Accounting Standards
        No.
        153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
        Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends
        APB
        Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
        productive assets and replaces it with a general exception for exchanges
        of
        nonmonetary assets that do not have commercial substance. Under SFAS 153,
        if a
        nonmonetary exchange of similar productive assets meets a commercial-substance
        criterion and fair value is determinable, the transaction must be accounted
        for
        at fair value resulting in recognition of any gain or loss. SFAS 153 is
        effective for nonmonetary transactions in fiscal periods that begin after
        June
        15, 2005. The Company does not anticipate that the implementation of this
        standard will have a material impact on its financial position, results of
        operations or cash flows.
  In
        March
        2005, the FASB issued FASB Interpretation (FIN) No. 47, “Accounting for
        Conditional Asset Retirement Obligations, an interpretation of FASB Statement
        No. 143,” which requires an entity to recognize a liability for the fair value
        of a conditional asset retirement obligation when incurred if the liability’s
        fair value can be reasonably estimated. The Company is required to adopt
        the
        provisions of FIN 47 no later than the end of its fiscal 2006. The Company
        does
        not expect the adoption of this Interpretation to have a material impact
        on its
        consolidated financial position, results of operations or cash flows.
  In
        May
        2005 the FASB issued Statement of Financial Accounting Standards (SFAS) No.
        154,
“Accounting Changes and Error Corrections, a replacement of APB Opinion No.
        20
        and FASB Statement No. 3.” SFAS 154 requires retrospective application to prior
        periods’ financial statements for changes in accounting principle, unless it is
        impracticable to determine either the period-specific effects or the cumulative
        effect of the change. SFAS 154 also requires that retrospective application
        of a
        change in accounting principle be limited to the direct effects of the change.
        Indirect effects of a change in accounting principle, such as a change in
        non-discretionary profit-sharing payments resulting from an accounting change,
        should be recognized in the period of the accounting change. SFAS 154 also
        requires that a change in depreciation, amortization, or depletion method
        for
        long-lived, non-financial assets be accounted for as a change in accounting
        estimate effected by a change in accounting principle. SFAS 154 is effective
        for
        accounting changes and corrections of errors made in fiscal years beginning
        after December 15, 2005. Early adoption is permitted for accounting changes
        and
        corrections of errors made in fiscal years beginning after the date this
        Statement is issued. The Company does not expect the adoption of this SFAS
        to
        have a material impact on its consolidated financial position, results of
        operations or cash flows.
  **NOTE
        2 -** **CORPORATE
        REORGANIZATION AND SHARE EXCHANGE**
 
 On
        August
        3, 2004, Nextphase and the shareholders of NTI closed a Share Exchange Agreement
        pursuant to which Nextphase acquired all of the issued and outstanding common
        stock of NTI. In connection with the transaction, the shareholders of NTI
        received an aggregate of 12,943,000 shares of Nextphase common stock for
        their
        12,943,000 shares of NTI.
 F-12
 Additionally,
        pursuant to a concurrent Stock Purchase Agreement, a Nextphase shareholder
        sold
        120,625 shares of Nextphase common stock to
        NTI for $510,000. The purchase price for the stock was paid by a $350,000
        promissory note and $160,000 in cash.
  The
        Company also paid a finders fee of $20,000 in cash, plus 350,000 shares of
        common stock, valued at $87,500, to an unaffiliated third party in connection
        with the share exchange transaction. At March 31, 2005, $10,000 of the finder’s
        fee had been paid.
  As
        a
        result of the share exchange transaction, the former shareholders of NTI acquired
        or controlled a majority of the shares of Nextphase .
        Accordingly, the transaction has been treate d for
        accounting purposes as a recapitalization of NTI ;
        therefore, these financial statements represent a continuation of the accounting
        acquirer, NTI ,
        not Nextphase ,
        the
        legal acquirer.
  
 In
        accounting for this transaction:
 ·  NTI
        is
        deemed to be the purchaser and surviving company for accounting purposes.
        Accordingly, its net assets are included in the balance sheet at their
        historical book values;
 
 ·  Control
        of the net assets of NTI was acquired effective August 3, 2004 (the “Effective
        Date”). This transaction has been accounted for as a purchase of the assets and
        liabilities of NextPhase by NTI. At the Effective Date, NextPhase had no
        assets;
        liabilities or operations and NTI had no operating business.
 
 ·  The
        consolidated statements of operations and cash flows include NTI’s results of
        operations and cash flows from September 14, 2000 (date of inception) and
        Nextphase’s results of operations from the Effective Date.
 
 The
        total
        consideration paid was $646,000 and the significant components of the
        transaction are as follows:
 
 Common
                  stock retained
              
              $
              215Common
                  stock issued
              
              
              87,500Acquisition
                  fees
              
              
              48,285Assets
                  acquired
              
              
              -Note
                  payable
              
              
              510,000Total
                  consideration paid/acquisition costs
              
              $
              646,000
 
 In
        accordance with SOP 98-5, the Company expensed $646,000 as acquisition
        costs.
 
 **NOTE
        3 - RELATED PARTY TRANSACTIONS**
 
 During
        the year ended March 31, 2003 a Company shareholder paid for software
        development costs aggregating $4,640. Of this amount, $4,000 has been credited
        to a receivable from the stockholder for common stock and $640 has been credited
        to additional paid-in capital.
 F-13
 
 On
        August
        3, 2004, NextPhase and the shareholders of NTI closed a Share Exchange Agreement
        pursuant to which NextPhase acquired all of the issued and outstanding common
        stock of NTI. In
        connection with the transaction, the shareholders of NTI received an aggregate
        of 12,943,000 shares of NextPhase common stock for their 12,943,000 shares
        of
        NTI .
 
 Additionally,
        pursuant to a concurrent Stock Purchase Agreement, a NextPhase shareholder
        sold
        120,625 shares of NextPhase common stock to NTI for $510,000. The purchase
        price
        for the stock was paid by a $350,000 promissory note and $160,000 in
        cash.
 
 During
        the year ended March 31, 2005, the Company entered into a three-year Consulting
        Agreement with a stockholder, pursuant to which the stockholder agreed to
        assist
        the Company in developing its business model and corporate structure, product
        market positioning, and strategizing the marketing of industry related products,
        and performing other advisory services in connection with business development
        and corporate strategy. The Company issued the shareholder 3,500,000 shares
        of
        common stock for services to be rendered under the Consulting Agreement.
        The
        fair value of the stock issued was $875,000.
 
 As
        of
        March 31, 2005 the Company owed $12,206 to one officer for advances provided. No
        terms
        have been established for repayment of these advances.
 
 **NOTE
        4 - STOCK TRANSACTIONS**
 
 Common
        stock
 
 The
        Company is authorized to issue 200,000,000 shares of common stock with $0.001
        par value per share. As of March 31, 2005, the Company has issued and
        outstanding 19,896,724 shares of common stock.
 
 NTI
        issued 4,000,000 founders shares upon its formation on September 14, 2000.
        The
        Company has recorded a receivable of $4,000 attributable to the par value
        of
        these shares, which was paid as described in Note 3.
  During
        the year ended March 31, 2005, the Company sold 4,107,000 shares of common
        stock
        for gross proceeds of $1,026,750. Costs related to the sale were $15,033,
        which
        have been charged to additional paid-in capital.
 
 During
        the year ended March 31, 2005, the Company issued an aggregate of 8,000,000
        shares of common stock, valued at $2,000,000, for services.
 
 During
        the year ended March 31, 2005, the Company entered into a three-year Consulting
        Agreement with a shareholder, pursuant to which the stockholder agreed to
        assist
        the Company in developing its business model and corporate structure, product
        market positioning, and strategizing the marketing of industry related products,
        and performing other advisory services in connection with business development
        and corporate strategy. The Company issued the shareholder 3,500,000 shares
        of
        common stock for services to be rendered under the Consulting Agreement.
        The
        fair value of the stock was $875,000.
 
 During
        the six months ended December 31, 2004, the Company awarded 35,000 shares
        of
        common stock, valued at $8,750, as a bonus to an officer.
 F-14
 During
        the year ended March 31, 2005, the Company agreed to issue 350,000 shares
        of
        common stock, valued at $87,500 to an unaffiliated third party as part of
        a
        finder's fee in connection with the share exchange transaction described
        in Note
        2. These shares were issued on June 10, 2005.
 
 During
        the year ended March 31, 2005, the Company agreed to issue 560,000 shares
        of
        common stock, valued at $140,000, as a partial payment for equipment purchased.
        These shares were issued on May 23, 2005.
 
 Preferred
        Stock
 
 The
        Company is authorized to issue 20,000,000 shares of preferred stock with
        $0.001
        par value per share. As of March 31, 2005 and 2004, the Company did not issue
        any preferred shares.
 
 **NOTE
        5 - NOTES PAYABLE**
 
 Notes
        payable at March 31, 2005 and 2004 consist of the following:
 
 2005
              
              2004Notes
                  payable concurrently with the share exchange discussed in Note
                  2,Nextphase’s
                  wholly owned subsidiaryNTIpurchased 120,625 shares of outstandingNextphasecommon stock for $510,000 from aNextphaseshareholder.NTIissued a $350,000 promissory note to the shareholder as part of
                  the
                  purchase price. Interest accrues on unpaid principal under the
                  note at the
                  rate of 2% per annum. Payments are due under the note in seven
                  monthly
                  installments of $50,583.37 each, with the last payment due in May
                  2005.
                  The Company plans to cancel the 120,615 shares of stock at the
                  time the
                  note is fully paid. The note is secured by a pledge of an aggregate
                  of
                  12,000,000 shares of common stock ofNextphaseby
                  five shareholders of the Company.
              
              $
              100,000
              
              $
              -The
                  Company has purchased equipment for a purchase price of $247,000.
                  Of this
                  amount, $107,000 was paid through the issuance of a promissory
                  note due in
                  2006. The note is payable in twelve monthly installments, ten installments
                  of $8,900 and two installments of $9,000. The note is secured by
                  the
                  assets purchased.
              
              
              80,300
              
              
              -180,300
              
              
              -Less:
                  current portion
              
              
              (180,300
              )
              
              (-
              )Notes
                  payable - long term
              
              $
              --
              
              $
              --
 F-15
 Property
            and equipment are recorded at cost. Depreciation is provided by the
            straight-line method over the estimated useful lives of the related assets,
            which is estimated to be three years. Major classes of property and equipment
            at
            March 31, 2005 and 2004 consist of the followings
 
 2005
              
              2004Telecommunications
                  equipment
              
              $
              107,000
              
              $
              -Computer
                  equipment
              
              
              40,713
              
              
              -147,713
              
              
              -Less:
                  accumulated depreciation
              
              
              (15,028
              )
              
              (-
              )Property,
                  plant and equipment - net
              
              $
              132,685
              
              $
              -
 
 Depreciation
        expense for the year ended March 31, 2005 and 2004 was $15,028 and $0
        respectively.
 During
        the year ended March 31, 2005 and 2004, equipments totaling $140,000 and
        $0,
        respectively, were impaired.
  **NOTE
        7 - INCOME TAXES**
 
 Financial
        Accounting Standard No. 109 requires the recognition of deferred tax liabilities
        and assets for the expected future tax consequences of events that have been
        included in the financial statement or tax returns. Under this method, deferred
        tax liabilities and assets are determined based on the difference between
        financial statements and tax bases of assets and liabilities using enacted
        tax
        rates in effect for the year in which the differences are expected to reverse.
        Temporary differences between taxable income reported for financial reporting
        purposes and income tax purposes are insignificant.
 
 At
        March
        31, 2005, the Company has available for federal income tax purposes a net
        operating loss carryforward of approximately $4,300,000, expiring in the
        year
        2024, that may be used to offset future taxable income. The Company has provided
        a valuation reserve against the full amount of the net operating loss benefit,
        since in the opinion of management based upon the earnings history of the
        Company, it is more likely than not that the benefits will not be realized.
        Also, due to a change in the control after the reverse acquisition of NTI
        by
        NextPhase, the Company’s past accumulated losses to be carried forward may be
        limited.
 
 Components
        of deferred tax assets as of March 31, 2005 are as follows:
 
 Non
                  current:Net
                  operating loss carry forward
              
              $
              1,462,000Valuation
                  allowance
              
              
              (1,462,000
              )Net
                  deferred tax asset
              
              $
              -
  F-16
  **NOTE
        8- LOSSES PER COMMON SHARE**
 
 The
        following table presents the computation of basic and diluted loss per share
        for
        the Year Ended March 31:
 
 For
                  the PeriodSeptember
                  14, 2000
                (Date
                    of inception)
                  through
                      March 31,2005
              
              
              2004
              
              
              2005Net
                  loss available for common shareholders
              
              $
              (4,285,020
              )
              $
              (800
              )
              $
              (4,292,860
              )Basic
                  and fully diluted loss per share
              
              $
              (0.30
              )
              $
              (0.00
              )
              
              n/aWeighted
                  average common sharesoutstanding
              
              
              14,317,257
              
              
              4,000,000
              
              
              n/a
 
 
 **NOTE
        9 - COMMITMENTS AND CONTINGENCIES**
 
 Lease
        Commitments
 
 As
        of
        March 31, 2005, the Company occupied an aggregate of approximately 1,748
        square
        feet in Anaheim, California, which serve as the corporate offices and Company
        headquarters for an annual rental cost of $28,308. This lease expires on
        October
        31, 2009.
  The
        company also leases 1,169 square feet of data center space in the same building
        as its corporate offices. This space serves as the Company’s main data facility
        and houses the equipment that provides broadband Internet service to the
        surrounding areas. The annual rental cost of this space is $28,056. This
        lease
        expires on November 30, 2008.
 
 Commitments
        for minimum rentals under non-cancelable lease at March 31, 2005 are as
        follows:
 
 Year
                  Ended March 31,
              
              Amount2006
              
              $
              56,3642007
              
              
              56,3642008
              
              
              54,0262009
              
              
              23,590Total
              
              $
              190,344
  Total
        rental expense relating to operating expenses for the years 2005, 2004 and
        for
        the period from inception to March 31, 2005, was $30,040, $0 and $30,040
        respectively.
  Employment
        and Consulting Agreements
 
 The
        Company has employment agreements with the Company’s officers and certain
        employees. These employment agreements provide for salaries and benefits,
        including stock grants and extend up to three years. In addition to salary
        and
        benefit provisions, the agreements include defined commitments should the
        employer terminate the employee with or without cause.
 F-17
 
 Robert
        Ford
  NextPhase
        and Robert Ford are parties to an employment agreement which provides, among
        other things:
  ·  that
        Mr.
        Ford will serve as NextPhase’s Chief Executive Officer,
  ·  for
        a
        term of three (3) years, commencing February 1, 2005, subject to earlier
        termination by either party in accordance with the Employment Agreement,
  ·  that
        Mr.
        Ford’s salary shall be $10,000 per month. During the period from February 1,
        2005 through May 31, 2005 Mr. Ford’s salary shall be payable $5,000 per month in
        cash and $5,000 per month in shares of unregistered NextPhase common stock
        at a
        rate of $0.25 per share, or an aggregate of 20,000 shares per month,
  ·  that
        Mr.
        Ford shall receive 300,000 shares of unregistered NextPhase common stock
        after
        ninety (90) days of employment,
  ·  that
        Mr.
        Ford shall receive 100,000 shares of unregistered NextPhase common stock
        after
        one year of employment,
  ·  that
        Mr.
        Ford shall receive additional shares of unregistered NextPhase common stock
        as
        bonuses based on criteria to be established by Ford and NextPhase by March
        31,
        2005. That number of shares shall be limited to no more than 500,000 shares
        in
        each calendar during the first three years of employment. The bonus criteria
        have not been established.
 
 John
        Nelson
  NextPhase
        and John Nelson are parties to an employment letter which provides, among
        other
        things:
  ·  that
        Mr.
        Nelson will serve as NextPhase’s Vice President, Sales,
  ·  for
        a
        term of three (3) years, commencing February 1, 2005, subject to earlier
        termination by either party in accordance with the Employment Agreement,
  ·  that
        Mr.
        Nelson’s salary shall be $7,000 per month. During the period from February 1,
        2005 through April 30, 2005 Mr. Nelson’s salary shall be payable $6,000 per
        month in cash and $1,000 per month in shares of unregistered NextPhase common
        stock at a rate of $0.25 per share, or an aggregate of 4,000 shares per month,
        and after that salary will be paid in cash,
  ·  that
        Mr.
        Nelson shall receive 100,000 shares of unregistered NextPhase common stock
        after
        ninety (90) days of employment,
  ·  that
        Mr.
        Nelson shall be entitled to receive additional shares of unregistered NextPhase
        common stock as bonuses based on criteria to be established by NextPhase’s board
        of directors. That number of shares shall be limited to no more than 400,000
        shares over the three years of employment. The bonus criteria have not been
        established.
 
 Jack
        Unger
  NextPhase
        and Jack Unger are parties to an employment letter which provides, among
        other
        things:
  ·  that
        Mr.
        Unger will serve as NextPhase’s Vice President, Wireless
        Operations,
  ·  for
        a
        term of three (3) years, commencing January 1, 2005, subject to earlier
        termination by either party in accordance with the Employment Agreement,
 F-18
 ·  that
        Mr.
        Unger’s salary shall be $10,000 per month. During the period from January 1,
        2005 through June 31, 2005 Mr. Unger’s salary shall be payable $6,500 per month
        in cash and $3,500 per month in shares of unregistered NextPhase common stock
        at
        a rate of $0.25 per share, or an aggregate of 14,000 shares per month, and
        after
        that salary will be paid in cash,
  ·  that
        Mr.
        Unger shall receive 100,000 shares of unregistered NextPhase common stock
        after
        ninety (90) days of employment,
  ·  that
        Mr.
        Unger shall receive additional shares of unregistered NextPhase common stock
        as
        bonuses based on criteria to be established by NextPhase’s board of directors.
        That number of shares shall be limited to no more than 800,000 over the three
        years of employment. The bonus criteria have not been established.
 
 Litigation
  Michael
        Jones, a director and a 9.5% stockholder of NextPhase, filed a complaint
        against
        NextPhase Technologies, Inc., one of our wholly-owned subsidiaries, and Stephen
        Young, the Chairman of the Board, a director and a 9.5% stockholder of the
        company, in the Superior Court of California, Orange County, on March 22,
        2005.
        However, the complaint has not been served on the Company or Mr. Young. The
        filed complaint alleges that NextPhase Technologies, Inc. wrongfully terminated
        his employment and failed to pay him salary or car expense or failed to
        reimburse him for expenses in breach of the employment agreement and NextPhase
        Technologies, Inc. failed to return certain property allegedly owned by Mr.
        Jones. The filed complaint indicates that Mr. Jones will seek damages estimated
        at $100,000. If the complaint is served, NextPhase intends to vigorously
        defend
        this matter.
 
 On
        June
        17 th ,
        2005
        CJM Group, Inc., a 16.7% stockholder of NextPhase, commenced an arbitration
        against NextPhase under the American Arbitration Association Commercial
        Arbitration Rules, in Suffolk County, New York. CJM Group claims that NextPhase
        breached a consulting agreement between CJM Group and NextPhase by preventing
        CJM Group from continuing to perform services to NextPhase under the Consulting
        Agreement. CJM Group further alleges it is damaged because, by refusing to
        take
        CJM Group’s services, NextPhase created a negative awareness in NextPhase’s
        common stock which has caused a depreciation in the value of the stock
        compensation which NextPhase paid CJM under the Consulting Agreement. CJM
        Group
        is seeking damages of $4,500,000.
 
 NextPhase
        intends to vigorously contest CJM Group’s claims and is considering
        counterclaims against CJM Group. NextPhase has not interposed any response
        to
        the claim at this time and no settlement discussions have been held.
 
 Due
        to
        the uncertainties inherent in litigation, we cannot predict the outcome of
        either of these actions.
  
 **NOTE
        10 - SUBSEQUENT EVENTS**
 
 On
        May
        20, 2005 the Company purchased computers, equipment, components and servers
        from
        Blazen, LP. The assets acquired are being used to extend the Company’s wireless
        Internet service coverage in Orange County, California. In payment for the
        assets, the Company issued 50,000 unregistered shares of common stock valued
        at
        $25,000. Under the asset purchase agreement, both Blazen and its general
        partners agreed to indemnify, defend and hold harmless NextPhase from any
        damages or claims which arise from any breach of Blazen's representations
        or
        covenants under the asset purchase agreement and any liabilities of Blazen.
        NextPhase agreed to indemnify, defend and hold harmless Blazen from any breach
        of NextPhase's representations or covenants under the asset purchase
        agreement.
 F-19
 On
        June
        6, 2005 the Company entered into a 1 year $25,000, 10% convertible debenture
        with a director/ shareholder. The debenture is convertible at a conversion
        price
        of $1.00 per share. The interest is payable in restricted common stock and
        the
        principal is payable in cash. Interest is to be paid quarterly and principal
        is
        to be paid monthly.
 F-20
 
 **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.
 
 
 **NextPhase
                  Wireless, Inc.**
                (Registrant)
                
                By: 
                  /s/ Robert M. Ford
                Robert
                  Ford, Chief Executive
                Officer,
                  Principal Accounting
                Officer
                  and Director
 
  
 
 Date:
        July 29, 2005
 
 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.
 
 
 /s/
                  Robert M. Ford
                Robert
                  Ford, Chief Executive
                Officer,
                  Principal Accounting
                Officer
                  and Director
                
                Dated:
                  July 29, 2005
 
 
 
 /s/
                  Stephen D. Young
                Stephen
                  D. Young, Chairman of
                the
                  Board and Director
                
                Date
                  July 29, 2005
 
 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.
   
 /s/
                  James G. Wray
                James
                  G. Wray, President NextPhase
                Broadband
                  Division, Executive Vice
                President,
                  Secretary and Director
                
                Date:
                  July 29, 2005
 
 _________________
                Michael
                  Jones, Director
                
                Date:
                  __________, 2005
 
 
 /s/
                  Paul Steo
                Paul
                  Steo, Director
                
                Date:
                  July 28, 2005