SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF
     1934 for the Quarterly Period Ended April 30, 2005

                                       OR

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the Transition Period from                 to
                                      ---------------    -----------------

                             Commission file number
                                    000-29313

                        MOBILE REACH INTERNATIONAL, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           DELAWARE                                      20-0121007
 ------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

             2054 Kildaire Farm Ro. #353 Cary, North Carolina 27511
                     --------------------------------------
                    (Address of principal executive offices)

                                (919) 376 - 0231
                            -------------------------
                           (Issuer's telephone number)




     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 No


           Class                            Outstanding as of April 30, 2005
------------------------------              --------------------------------
Common Stock, $.0001 par value                         48,451,881

<PAGE>




                                      INDEX

                Mobile Reach International, Inc. and Subsidiaries


PART I.
FINANCIAL
INFORMATION


              ITEM 1       CONSOLIDATED FINANCIAL STATEMENTS


                           Unaudited Condensed Consolidated Balance Sheet as
                           of April 30, 2005

                           Unaudited Condensed Consolidated Statement of
                           Operations Three Months ended April 30, 2005 and
                           Nine Months Ended April 30, 2005

                           Unaudited Condensed Consolidated Statement of Cash
                           Flows for the Period ended April 30 , 2005 and 2004

                           Notes to Unaudited Condensed Consolidated Financial
                           Statements


              ITEM 2       MANAGEMENT'S DISCUSSION AND ANALYSIS


              ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                           MARKET RISK


              ITEM 4.      CONTROLS AND PROCEDURES




PART II.
OTHER
INFORMATION


              ITEM 1       LEGAL


              ITEM 2       CHANGES IN SECURITIES AND USE OF PROCEEDS


              ITEM 3       DEFAULTS UPON SENIOR SECURITIES


              ITEM 4       SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS


              ITEM 5       OTHER INFORMATION


              ITEM 6       EXHIBITS AND REPORTS ON FORM 8K

<PAGE>


                          PART 1 FINANCIAL INFORMATION


ITEM 1      FINANCIAL STATEMENT


                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                       FOR THE PERIOD ENDED APRIL 30, 2005


                                                                    THREE MONTHS
                                                                        ENDED
                                                                      APRIL 30,
                                                                        2005
                                                                     ----------
      Current Assets
                 Cash                                                    41,784
                 Allowance For Bad Debt                                    --
                 Accounts Receivable                                     33,325
                 Total Other Current Assets                               5,030

      Total Current Assets                                               80,139
                                                                     ==========


      Property and Equipment
                 Computer Equipment                                      58,582
                 Furniture and Fixtures                                    --
                 Vehicles                                               120,747
                 Accumulated Depreciation                               (78,385)

      Total Fixed Assets                                                100,944
                                                                     ==========
      Other Assets
                 Total Deposits                                            --


TOTAL ASSETS                                                            181,082
                                                                     ==========

LIABILITIES & EQUITY
     Accounts Payable                                                   432,352
     Accounts Payable  Stockholder                                         --
     Other Current Liabilities
         Other  Credit Cards                                             36,125
         Payroll Liabilities                                            497,340
         Current Portion  L/T Debt                                       23,213
         Deferred Salaries                                              111,773
         Wages Payable                                                   81,209
         Notes Payable (3/4)                                            698,408
         Notes Payable (Settlements)                                    195,790
         Accrued Interest Payable                                       149,836
         Accrued Expenses                                                35,530
         Total Deferred Revenue                                          53,810
         Sales Tax Payable                                               15,086
         Contingencies (6)                                              160,000
     Total  Current Liabilities                                       2,490,472

     Long Term Debt  Net of Current Portion
         Notes Payable  L/T Debt                                         60,194
         Convertible Debentures (5%)                                       --
         Notes Payable  L/T  Equipment                                   12,872
         Stock Warrants Issued                                             --
       Total Long Term Liabilities                                       73,067
         Total Liabilities                                            2,563,539

     Equity
       Retained Earnings                                             (7,788,426)
       Common Stock Escrow Settlements (5)                               11,841
       Paid in Capital /Common Stock Escrow Settlements (5)           1,545,233
       Capital Stock                                                  4,542,557
       Net Income (LOSS)                                               (693,663)

     Total Equity                                                    (2,382,457)

TOTAL LIABILITIES & EQUITY                                              181,082


                 See Notes to consolidated financial statements

<PAGE>


                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 THREE MONTH AND NINE MONTH ENDED APRIL 30, 2005

                                   (UNAUDITED)



                                                 Three months       Nine months
                                                    ended              ended
                                                  4/30/2005          4/30/2005


                       Ordinary Income/Expense


Income
  License Revenue                                    10,994           163,431
  Software Licenses  Others                            --                --
  Reseller Fees                                        --                --
  Product Revenue                                      --              83,161
  Product(H/W&S/W) Revenue                             --               4,484
  Annual Support Maintenance                         25,043            74,425
  Professional Services                              26,550           142,680

Total Income                                         62,587           468,201
                                                 ==========        ==========
  Cost of Goods Sold
    Delivery Services                                19,055           106,129
    Product (H/W)                                    (7,995)           (4,053)
    Finders Fee                                        --                --
    SubContractors (Consultants)                       --              10,000
    COGS  Other Product Licenses                       --                --
    Commission Income                                  --               9,539
  Total Cost of Goods Sold                           11,060           121,615

Total COGS

Gross Profit                                         51,527           346,586
       Sales & Marketing
       Sales Salaries                                40,616           144,569
       Commissions                                     --               4,715
       Marketing                                     (6,500)            2,743

    Total Sales & Marketing                          34,116           152,026

Total G&A Expense                                   389,309           901,296

Total  Expense                                      423,425         1,053,321

Net Ordinary Income (loss)                         (371,897)         (706,735)

 Other Income/Expense
    Other Expense
       Depreciation Expense                           9,675            31,845
       Interest Expense                            (108,235)          (51,009)
       Interest Income                                 --                  (2)
       Other Expense                                   --                --
       Other Income                                    --                --
       Loss on Sale of Assets                          --               6,092

     Total Other (Income) Expense                   (98,561)          (13,073)

 Net Other Income                                    98,561            13,073

 Net Income                                        (273,337)         (693,663)

    Net Loss

                   Weighted average number of shares of common
                                stock outstanding

                                 Loss per share


                 See Notes to consolidated financial statements

<PAGE>


                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE PERIOD ENDED APRIL 30, 2005 AND 2004
                                   (UNAUDITED)



                                                     Nine months     Nine months
                                                        ended           ended
                                                      4/30/2005       4/30/2004


OPERATING ACTIVITIES
    Net Income (loss)                                  (693,663)    (2,043,788)
    Net cash provided by Operating Activities:         ( 92,004)       469,568
    Common stock issued for services                       --             --
    Total Adjustments                                      --             --



INVESTING ACTIVITIES
Net cash provided by Investing Activities                37,938        (54,005)

FINANCING ACTIVITIES
Net cash provided by Financing Activities               779,274      1,634,294


      Net cash increase for period                       31,545          6,069

      Cash at beginning of period                        10,239         40,172


Cash at end of period                                    41,784         46,241


                 See Notes to consolidated financial statements

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                         for Period Ended April 30, 2005

Note 1 - Summary of Significant Accounting Policies:
----------------------------------------------------

Principles of consolidation:

For software arrangements with multiple elements, revenue is recognized using
the residual method prescribed by SOP 98-9, "Modification of SOP 97-2 `Software
Revenue Recognition' with Respect to Certain Transactions." Revenue applicable
to undelivered elements, principally software maintenance, training and
implementation services, is determined based on vendor specific objective
evidence ("VSOE") of the fair value of those elements. VSOE is established by
the price of the element when it is sold separately (i.e., the renewal rate for
software maintenance and normal prices charged for training and professional
services). Revenue applicable to elements for which VSOE of fair value is not
determinable is deemed equal to the remainder/residual amount of the fixed
arrangement price. Assuming none of the undelivered elements and VSOE of fair
value exists for all undelivered elements are essential to the functionality of
any of the delivered elements; the residual revenue attributed to the delivered
elements is recognized when all other criteria for revenue recognition for those
elements have been met.

The accompanying consolidated financial statements include the accounts of
Mobile Reach Solutions, Inc, Mobile Reach Technologies, Inc. and its
wholly-owned subsidiary company, Mobile Reach Technologies, GmbH (German
Company), after elimination of inter-company accounts and transactions. The
consolidation of Mobile Reach Solutions, Inc. into Mobile Reach International,
Inc. does not include recognition of goodwill.

Concentrations of Credit Risk:


The Company has no significant off-balance-sheet concentration of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements. The Company maintains its cash balances with multiple reputable
financial institutions in the form of demand deposits.


Note 2 - Going Concern:
-----------------------
As shown in the accompanying financial statements, the Company has sustained a
net loss of $273,337.00 for the three months ended April 30, 2005. As of the
same period, the Company is in default on certain notes payable, payroll taxes
and other payables. As a result, cash currently available is not sufficient to
support the Company's operations through the end of the calendar year. In order
to meet the cash requirements for the remainder of the year, the Company needs
to raise more capital through public or private financing. At the present time,
the Company does not know if additional financing will be available or, if
available, whether it will be available on terms acceptable to the Company or in
the best interests of stockholders. If the Company is able to raise capital in
the future, it is probable that it will result in substantial dilutions to
stockholders and will be obtained at a substantial discount to the market price
of the Company's Common Stock. These factors create substantial doubt as to the
Company's ability to continue as a going concern.

The Company continues its efforts to complete the necessary steps in order to
meet its cash flow requirements throughout the fiscal year 2005 and to continue
the development and commercialization of its products and services. Management's
plans in this regard include, but are not limited to, the following:

     1.   The Company has continued to raise capital to address its cash flow
          issue. The Company is also seeking solutions by way of bridge note or
          notes to fund the Company's cash needs. Although there can be no
          guarantee the Company can raise the necessary funds to cash flow its

<PAGE>
<TABLE>
<CAPTION>


          business, its management has undergone cost cutting measures
          operationally during the reporting quarter. The management believes
          its going forward business plan and strategic direction will improve
          the Company's cash flow problems.

Management believes that actions presently being taken will generate sufficient
revenues in future reporting periods to provide positive cash flows from
operations and that sufficient capital will be available, when required, for
future realization of its plans. However, no assurances can be given that the
company will continue as a going concern without the successful completion of
additional financing. The accompanying consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

Note 3 - Notes Payable:
-----------------------
Notes payable at April 30, 2005 consisted of the following:


--------------------------------------------------------------------------------------------------- ------------------
<S>                                                                                                         <C>
Note payable for accrued wages; bearing interest at 6 percent; due and payable                               $49,908.
with interest at the earliest of (a) Company obtaining debt or equity funding greater than
$1,000,000 in a quarter or (b) Company earns revenues of $1,000,000 in a quarter.
--------------------------------------------------------------------------------------------------- ------------------
Note payable to a director of the Company                                                                   $408,500,
                                                                                                            ---------
--------------------------------------------------------------------------------------------------- ------------------
Note payable in the form of a Convertible Debenture in connection with financing activities for             $240,000.
                                                                                                            ---------
period ending April 30, 2005 - as previously reported on a 8K dated April 6 2005
--------------------------------------------------------------------------------------------------- ------------------
                                                                                                         $   698,408.
--------------------------------------------------------------------------------------------------- ------------------


Note 4 - Long-Term Debt:
------------------------
     For the period ended January 31, 2005 and April 30, 2005 the Long-term debt
remains as reported from the audited financials at July 31, 2004 and 2003
consisted of the following:

                                                                                         2004              2003
                                                                                     -----------       -----------
   Capitalized leases dated January 2001; payable in 36 monthly installments of
     $249 including interest at approximately 20 percent; collateralized by
     office equipment costing $5,981; in default at July 31, 2004 reclassified
     to current notes payable (see Note 5).                                                  -          $      918
   Note payable to assignees of a former officer in redemption of 6,000,000
     shares of common stock; interest at 5 percent; payable in three annual
     installments including interest beginning April 30, 2005                            395,000           395,000
   Note payable to assignees of a former officer and director for accrued
     salary; interest at 5 percent; payable in three annual installments
     including interest beginning April 30, 2005                                          31,450            31,450
   Notes payable dated August and October 2003; due in 60 monthly installments
     of $1,873 including interest at 6.98 percent; secured by vehicles costing
     $120,747.                                                                           101,907               -
   Note payable dated March 2003; payable in 36 monthly installments of $203
     including interest at approximately 20 percent collateralized by office
     equipment costing $4,981; in default at July 31, 2004 reclassified to
     current notes payable (see Note 5).                                                     -               4,899
   Note payable dated June 2003; payable in 36 monthly installments of $129
     including interest at approximately 20 percent; collateralized by office
     equipment costing $3,173; in default at July 31, 2004 reclassified to
     current notes payable (see Note 5).                                                     -               3,173
   Note payable dated June 2003; payable in 48 monthly installments of $128
     including interest at approximately 20 percent; collateralized by office
     equipment costing $3,883; in default at July 31, 2004 reclassified to
     current notes payable (see Note 5).                                                     -               3,883
                                                                                     -----------       -----------
                                                                                         528,357           439,323
   Less current portion                                                                 (165,363)           (4,075)
                                                                                     -----------       -----------
                                                                                    $    362,994      $    435,248
                                                                                     ===========      ===========

</TABLE>

<PAGE>


At July 31, 2004, long-term debt is due in aggregate annual installments as
---------------------------------------------------------------------------
follows:
--------

          Year ending July 31,
                  2006                           $ 165,188
                  2007                             166,848
                  2008                              26,480
                  2009                               4,477
               Thereafter                              -
                                              ------------
                                             $     528,357

Note 5 - Shares Outstanding:
----------------------------
During the period ended April 30, 2005, the Company did not issue any shares
through equity investments, employee stock options, incentive options and
warrants. For the period ended July 31, 2004 the Company had 42,589,940 shares
issued and outstanding. For the period ended January 31, 2005 the Company had
48,451,882 shares issued and outstanding.

As of the date of this filing, the Company has issued $225,000 in principal
amount of its 8% convertible promissory notes (the "Notes") to various
accredited investors (each an "Investor" and collectively the "Investors"). The
Notes are convertible, at the Investor's option, into shares of the Company's
Common Stock at a per share conversion price equal to the lesser of (i) $0.0077
(the "Closing Date Conversion Price"), or (ii) the average of the three lowest
closing bid prices for the ten trading days preceding the conversion date. In
connection with the issuance of the Notes, the Company issued to the Investors
five-year common stock purchase warrants (the "Warrants") to purchase the number
of shares of Common Stock which would be issued on the closing date assuming the
conversion of all of the outstanding Notes on the closing date at the Closing
Date Conversion Price. The exercise price of the Warrants is equal to the
Closing Date Conversion Price. Therefore, the conversion of all of the Notes
would require the Company to issue a minimum of 45,354,491 shares of Common
Stock and the exercise of all the Warrants would require the Company to issue
45,354,491 shares of Common Stock.

As of the date of this filing, the Company to satisfy its obligations to certain
old investors, vendors, services providers and other creditors (collectively,
the "Stakeholders"). Over the past three months as part as an overall
reorganization process, the Company has entered into a number of settlement and
release agreements with certain old investors, vendors, services providers and
other creditors (collectively, the "Stakeholders") whereby the Company has
agreed, in consideration of the release of all claims held by the Stakeholders,
to issue 121,000,000 shares of Common Stock to the Stakeholders.


Loss per share:

The Company calculates loss per share in accordance with SFAS No. 128, "Earnings
per Share", which requires the presentation of basic and diluted earnings per
share. Basic loss per share excludes dilution and is computed by dividing loss
by the weighted-average number of common shares outstanding for the period.
Diluted loss per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Potential common shares are excluded from the
computation of diluted earnings per share when a loss exists because the effect
would be antidilutive.


Note 6 - Contingent Liability:
------------------------------

None

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

You should read the following discussion of our business and results of
operations in conjunction with the consolidated financial statements included
herein. The results shown in this 10-QSB are not necessarily indicative of the
results we will achieve in any future periods.

REVENUES
Our revenues primarily comprise of licensing and services fees, which we
recognize as revenue when the product or services are provided to the client.
The unaudited consolidated financial data; is provided for comparative purpose
only and does not claim to be indicative of the actual financial position and
goodwill, or results of the Company's carry forward operations.

<PAGE>


Revenues for the period ended April 30, 2005 was $62,587.00 representing a
decrease of 39% from $102,264 for the period ended January 31, 2005. The
Companies deferred Revenues for the same periods was $53,810.00 to $54,276.00
respectfully. Total Net losses for the three-month period ending April 30, 2005
was $273,337.00 compared to $258,711 for the previous three months ended January
31, 2005.

The Cost of Sales associated with the delivery of our solutions is expected to
decrease as the repeatable model is implemented with future customers.

Our sales and marketing expenses consist primarily of compensation and related
costs for ramping up sales efforts, associated personnel, travel and
entertainment and other related costs. We expect sales and marketing expenses to
increase as a percentage of sales as we continue to increase business and
strategic clients to further our sales and marketing initiatives.

General and Administrative (G&A) for the three-month period ended April 30, 2005
was $389,309.00 consisting primarily of compensation, Professional fees
including both legal and accounting, costs associated with Securities agreements
and compliance reporting. We expect our general and administrative expenses to
decrease as a percentage of our annual revenues in the future if and as revenues
increase.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2005, the Company had assets and liabilities of $ 181,082. Our
independent auditors, who audited our financial statements for the period ended
July 31, 2004, have expressed substantial doubt about our ability to continue as
a going concern given our recurring losses from operations, negative working
capital and net stockholders' deficit. In response to these issues, the Company
has continued its cost cutting measures and balance sheet clean up for periods
ending July 31, 2004, October 31, 2004 and January 31, 2005 and April 30, 2005.


RISK FACTORS


You should carefully consider the risks and uncertainties described below before
you purchase any of our common stock. These risks and uncertainties are not the
only ones we face. Unknown additional risks and uncertainties, or ones that we
currently consider immaterial, may also adversely affect our business
operations.

If any of these risks or uncertainties actually occurs, our business, financial
condition or results of operations could be materially adversely affected. In
this event, you could lose all or part of your investment.


We have incurred and reported significant recurring net losses which endanger
our viability as a going-concern and caused our independent registered public
accounting firms to issue a "going concern" explanatory paragraph in their
reports in connection with their audits of our financial statements for the
years ended July 31, 2004 and 2003.




We have a limited operating history and are not yet profitable.


We are a relatively new public company that is not yet profitable. We expect to
continue to have substantial expenses before we earn significant income in
excess of our expenses. The establishment of any new business involves expenses,
difficulties, complications and delays. It is not possible for anyone, including
the Company, to predict with certainty what all of these expenses, complications
and delays will be. The Company cannot guarantee that it will be able to
overcome these obstacles, and cannot guarantee that it will ever be profitable.

We continue to incur substantial losses
We incurred a loss in the quarter ending April 30, 2005 of $273,337.and our
cumulative losses for the nine months period ended April 30, 2005 is $693,663.

In the past we depended upon a limited number of customers.
The Company use to depend upon a limited number of customers in the period ended
July 31, 2004, and prior. The Company has taken great strides to minimize that
risk beginning on August 1, 2004, going forward. The Company anticipates going

<PAGE>


forward it will continue to garner diverse customers, as it has continued to do
this fiscal year. Furthermore the Companies channel/partnership model is
beginning to show an increase in activity and lead generation for the
enterprise. The Company believes this will assist its sales model for future
growth and minimize any possible customer churn going forward.

Unless an active trading market develops for our common stock, you may not be
able to sell your shares.
Although we are a reporting company and our common stock is listed on the
Over-the-Counter Bulletin Board, there is no active trading market for our
common stock. An active trading market may never develop or, if developed, it
may not be maintained even after we register the shares you purchase. Failure to
develop or maintain an active trading market will negatively affect the price of
our securities, you may be unable to sell your shares or such sales may lower
the market price, and therefore your investment would be a complete or partial
loss.


We are subject to the penny stock rules, and therefore you may find it more
difficult to sell your securities.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ Stock Market provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The rules require that a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, deliver to the
buyer a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in connection
with the transaction and monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the rules
generally require that prior to a transaction in a penny stock; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the liquidity of penny stocks. Our securities are subject to the
penny stock rules, and thus investors in the offering may find it difficult to
sell their securities.

As of April 30, 2005, our founders, officers and directors own a significant
percentage of the Company's common stock on a fully diluted basis. In addition,
our employees own additional shares and rights to acquire shares. Their
interests could conflict with yours; significant sales of stock held by any or
all of them could have a negative effect on our stock price; shareholders may be
unable to exercise control. As a result, the founders, officers and directors
will have significant ability to: (1) elect or defeat the election of our
directors; (2) amend or prevent amendment of our articles of incorporation or
bylaws; (3) effect or prevent a merger, sale of assets or other corporate
transaction; and control the outcome of any other matter submitted to the
stockholders for vote.

As a result of this ownership and position, our founders, officers and directors
are able to significantly influence all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. In addition, sales of significant amounts of shares held by any or
all of our founders, officers and directors, or the prospect of these sales,
could adversely affect the market price of our common stock. Stock ownership by
our founders and management may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us, which in turn
could reduce our stock price or prevent our stockholders from realizing a
premium over our stock price.

We have not in the past and do not expect in the future to pay dividends.
Therefore, you may not rely on your ownership of our stock as a source of
income.
We do not anticipate paying cash dividends in the foreseeable future. Therefore,
you may not rely on ownership of our stock as a source of income.

Employees


During the period ended April 30, 2005 the Company had eight (8) employees and
four (4) consultants, representing another quarter of sustained operational head
count, as part of the Company's 2005 fiscal re-alignment and cost-cutting
measures and subsidiary restructuring.


Of these, eight employees the Company have broken them down into their
respective subsidiaries as below:

<PAGE>


7 work directly within Mobile Reach Technologies, Inc., as follows:
- One in Management & Administrative
- Two in Sales and Marketing
- Four in Development and Technology


The balance of the companies' employees and consultants, work for the parent
company, Mobile Reach International, Inc.


The Company continues to raise capital and generate revenues to pay accrued
salary and future salaries of current and future employees as necessary to
retain and recruit the personnel the Company requires to achieve its goals.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.


ITEM 4. CONTROLS AND PROCEDURES

Our chief executive officer and chief financial officer (our principal executive
officer and principal financial officer, respectively) have concluded, based on
their evaluation as of July 31, 2004 audited financials and April 30, 2005
unaudited financials, that the design and operation of our "disclosure controls
and procedures" (as defined in Rule 13a-15(e) under the Exchange Act), are
effective to ensure that information required to be disclosed by us in the
reports filed or submitted by us under the Exchange Act is accumulated,
recorded, processed, summarized and reported to our management, including our
principal executive officer and our principal financial officer, as appropriate
to allow timely decisions regarding whether or not disclosure is required.


During the quarter ended April 30, 2005 , there were no changes in our
"internal" controls over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

                          PART II - OTHER INFORMATION

ITEM 1    LEGAL PROCEEDING


The Company is involved in the following legal proceeding and claim incident to
the normal conduct of its business. The Company believes that such legal
proceedings and claims, individually and in the aggregate, will not have a
material adverse effect on its financial position or results of operations.

The Company previously reported in its quarter report ending January 31, 2005
that a former Director of the Company on June 11th 2004 filed a claim with
American Arbitrators Association for services under a consulting agreement dated
January 2003 for $350,000.00. To date the Company has defended such claim in
cooperation with the American Arbitrators Association and has adjourned the
hearing until April 2005. As of April 30, 2005 the former Director of the
Company withdrew his case with the American Arbitrators Association. Based on
the preliminary discovery with the Former Director, the Companies management and
legal council do not believe this claim has merit to withstand any further legal
proceedings going forward.

The Company does not have any further legal proceedings

ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

The Current Report on Form 8-K filed with the Securities and Exchange Commission
on May 3, 2005 is hereby incorporated herein by reference.

Certain Relationships and Related Transactions

See Item 5.

<PAGE>


ITEM 3    DEFAULTS UPON SENIOR SECURITIES

On May 13, 2005, A. Christopher Johnson, a member of the Board of Directors and
the Company's Chief Executive Officer, entered into a settlement and release
agreement whereby he will be issued 35,000,000 shares of Common Stock pending
the effectiveness of the Information Statement described in Item 4 below in
final consideration of his release of all claims relating to approximately
$500,000 lent to the Company in the past.

ITEM 4    SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 14, 2005, the Company filed with the Securities and Exchange Commission
a preliminary Information Statement which is hereby incorporated by reference
(the "Information Statement").

ITEM 5    OTHER INFORMATION

Subsequent Events of Operations

During the reported period, the Company's management team has continued to
evaluate its overall business and subsidiaries, Mobile Reach Technologies, Inc.,
Mobile Reach Solutions, Inc. and Mobile Reach Technologies, GmbH. As a result
the management and Board of Directors utilized such information as revenue
projections, capital needs and market analysis of its competitors. The company
and its auditors had to make a determination of the Company potentially
accepting any further liability by closing any one of its subsidiaries.

The Company made the determination that one of the Company's subsidiaries
business units (Mobile Reach Technologies, GmbH) was not effectively operating
at its potential do the capital requirement the Company could not allocate to
its management. Therefore, the Company has begun the process with the management
of this subsidiary and government regulatory agencies in Germany to bring to
closure the legal entity of Mobile Reach Technologies, GmbH. The Company does
not believe on a going forward basis there are any potential liabilities with
the exception of the required costs associated with legal and accounting.

Additionally, the Company determined that the services portion of the business
it acquired in December 2003, now a current subsidiary, Mobile Reach Solutions,
Inc., (formally Waves Consulting Group, Inc.,) does not represent a profitable
outlook due to the competitive pressures, capital requirements and cash reserves
it needs in order to gain sufficient market entry. The Company's management
evaluated all possibilities and options with the business and felt on a go
forward basis, the Company would wind down the services operations of the
subsidiary, continue to pursue profitable equipment resale and proactively work
through improvement of the subsidiary's balance sheet.
 Forward looking the Company does not believe there is further liability other
than what is disclosed in the Company's 10-KSB for the periods ended July 31,
2004 and the 10-QSB for the period ended October 31, 2004 and January 31, 2005.

The Company continues to operate its business under these findings and is
committed to focusing its operations on its founding subsidiary Mobile Reach
Technologies, Inc.


Change In Company's Board and Management Team

During the period ended April 30, 2005 the Company entered into an employment
agreement with its Chief Executive Officer on April 28, 2005; filed in Current
Report Form 8K on May 3,, 2005. The Company did not make any other changes to
its Board of Directors (the "Board") or management team.


Other Information

The above settlements have specific conditions of which require shareholder
approval, the Company believes receiving such approval will not adversely effect
it settlement positions and execution of such settlements.

During the current reporting period the Company obtained a Director and Officer
insurance Policy.

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

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

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


          32.1  Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.

          32.2  Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.

     (b)  Reports

          Reports on Form 8-K filed with the Securities and Exchange Commission
          on February 18,, 2005, April 6, 2005 and May 3, 2005.

<PAGE>


                                   Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.


Date: June 14, 2005                         /s/  Alan Christopher Johnson
                                            ----------------------------------
                                                 Alan Christopher Johnson,
                                                 President and
                                                 Chief Executive Officer