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 January 31, 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)        (Zip Code)

                                 (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 [X}  No [ ]


                Class                      Outstanding as of January 31, 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
                 January 31, 2005                                              3

                Unaudited Condensed Consolidated Statement of Operations
                 Three Months ended January  31, 2005 Three Months Ended
                 January 31, 2004                                              4

                Unaudited Condensed Consolidated  Statement of Cash Flows
                 for the period ended January 31, 2005 and January 31, 2004    5

                Notes to Unaudited Condensed Consolidated
                 Financial Statements                                          6


     ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS                                     9

     ITEM 3.    CONTROLS AND PROCEDURES                                       13


PART II.
OTHER INFORMATION


     ITEM 1.    LEGAL PROCEEDINGS                                             13

     ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   13

     ITEM 3.    DEFAULTS UPON SENIOR SECURITIES                               13

     ITEM 4.    SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS          14

     ITEM 5.    OTHER INFORMATION                                             14

     ITEM 6.    EXHIBITS                                                      14


                                       2

<PAGE>


                          PART 1 FINANCIAL INFORMATION

ITEM 1      CONSOLIDATED FINANCIAL STATEMENTS


                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      FOR THE PERIOD ENDED JANUARY 31, 2005

                                                             THREE MONTHS ENDED
                                                              JANUARY 31, 2005


      Current Assets
                 Cash                                               21,076
                 Allowance For Bad Debt
                 Accounts Receivable                                31,364
                 Total Other Current Assets                          5,030

      Total Current Assets                                          57,470


      Property and Equipment
                             Computer Equipment                     62,219
                             Furniture and Fixtures
                             Vehicles                              120,747
                             Accumulated Depreciation              (72,348)

      Total Fixed Assets                                           110,618

      Other Assets
                 Total Deposits                                       --


TOTAL ASSETS                                                       168,088


LIABILITIES & EQUITY
           Accounts Payable                                        632,035
           Accounts Payable  Stockholder                              --
           Other Current Liabilities
              Other  Credit Cards                                   36,324
              Payroll Liabilities                                  476,446
              Current Portion  L/T Debt                            165,363
              Deferred Salaries                                    111,773
              Wages Payable                                         92,579
              Notes Payable (3/4)                                  910,588
              Accrued Interest Payable                             260,874
              Accrued Expenses                                      38,573
              Total Deferred Revenue                                54,276
              Sales Tax Payable                                      6,802
              Contingencies (6)                                    160,000
           Total  Current Liabilities                            2,945,633


     Long Term Debt  Net of Current Portion
           Notes Payable  L/T Debt                                 350,794
           Convertible Debentures (5%)                             525,000
           Notes Payable  L/T  Equipment                            12,873
           Stock Warrants Issued                                      --
        Total Long Term Liabilities                                888,666
           Total Liabilities                                     3,834,299

     Equity
        Retained Earnings                                       (7,778,443)
        Common Stock (5)                                         4,542,557
        Net Income (LOSS)                                         (420,326)

     Total Equity                                               (3,666,211)

TOTAL LIABILITIES & EQUITY                                         168,088


                 See Notes to consolidated financial statements

                                       3

<PAGE>
<TABLE>
<CAPTION>


                     MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENT OF OPERATIONS
                      THREE AND SIX MONTHS ENDED JANUARY 31, 2005 AND

                                        (UNAUDITED)


                                                               Three             Six
                                                            months ended     months ended
                                                             1/31/2005        1/31/2005
                                                             ---------        ---------

                  Ordinary Income/Expense
       <S>                                                   <C>               <C>
       Income
           License Revenue                                     35,909          152,437
           Software Licenses  Others                             --               --
           Reseller Fees                                         --               --
           Product Revenue                                      2,221           83,181
           Product (H/W&S/W) Revenue                            4,485            4,485
           Annual Support Maintenance                          27,587           49,382
           Professional Services                               32,063          116,130

       Total Income                                           102,264          405,614

             Cost of Goods Sold
              Delivery Services                                29,354           87,074
              Product (H/W)                                   (54,570)           3,942
              Finders Fee                                        --               --
              SubContractors (Consultants)                      1,000           10,000
              COGS  Other Product Licenses                       --               --
              Commission Income                                (3,080)           9,540
             Total Cost of Goods Sold                         (27,296)         110,555

       Total COGS                                             (27,296)         110,555
    Gross Profit                                              129,560          295,058


             Sales & Marketing
              Sales Salaries                                   45,684          103,953
              Commissions                                       4,714            4,714
              Marketing                                         1,380            9,243
           Total Sales & Marketing                             51,778          117,910

       Total G&A Expense                                      293,809          511,987

       Total  Expense                                         345,588          629,896

Net Ordinary Income (loss)                                   (216,028)        (334,838)

Other Income/Expense
    Other Expense
           Depreciation Expense                                 9,675           22,171
           Interest Expense                                    28,135           57,226
           Interest Income                                      (1.00)           (1.00)
           Other Expense                                         --               --
           Other Income                                          --               --
           Loss on Sale of Assets                               4,875            6,092
    Total Other (Income) Expense                               42,684           85,488

Net Other Income                                              (42,684)          (85,488)

  Net Loss                                                   (258,711)         (420,326)


             Weighted average number of shares of common
                          stock outstanding                47,681,167        47,681,167

                            Loss per share                       (.01)             (.01)



                      See Notes to consolidated financial statements

                                             4
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<TABLE>
<CAPTION>



                   MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2005 AND JANUARY 31, 2004
                                      (UNAUDITED)


                                                         Six months         Six months
                                                            ended             ended
                                                          1/31/2005         1/31/2004





          <S>                                              <C>               <C>
          OPERATING ACTIVITIES
              Net Income (loss)                            (258,711)         (668,473)
              Net cash provided by Operating Activities:    134,545           381,300
              Common stock issued for services                --                 --
              Total Adjustments                               --                 --


          INVESTING ACTIVITIES
          Net cash provided by Investing Activities          14,549           (53,919)


          FINANCING ACTIVITIES
          Net cash provided by Financing Activities          (4,200)          392,040


      Net cash increase for period                         (113,816)           50,948

      Cash at beginning of period                           134,892           (36,370)


Cash at end of period                                        21,076            14,578


                    See Notes to consolidated financial statements

                                          5
</TABLE>

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                        for Period Ended January 31, 2005


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

Principles of [Revenue Recognition] 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 $258,711 for the three months ended January 31, 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 for the fiscal year. In order to meet the cash
requirements for the remainder of the fiscal, the Company needs to raise more
capital through public or private financings. 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 the best
interest of stockholders. If the Company is able to raise capital in the future,
it is probable that it will result in substantial dilution to stockholders and
will be obtained at a discount to the market price of the Company's common stock
which may be significant. 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:

        The Company has continued to raise capital to address its cash flow
        requirements, through the issuance of equity or debt, or a combination
        of both. Although there can be no assurances the Company can raise the
        necessary funds to cash flow its business, its Management has taken cost
        cutting measures operationally during the fiscal quarter. Management
        believes its business plan and strategic direction will improve the
        Company's ability to meet cash flow requirements and fund operations.

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, to
execute its business plan. 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.

                                       6

<PAGE>


Note 3 - Notes Payable:
-----------------------

Notes payable at January 31, 2005 consisted of the following:
During the period ended January 31, 2005, the Company has certain notes payable
in default as noted below. The notes are in default from past fiscal quarters of
operations and are reflective in the Company's unaudited financials for period
ended January 31, 2005 and audited financials for the period ended July 31, 2004

The Company maintains communication as to its operations and financial stability
with the note payable creditors and is optimistic of a settlement in the coming
quarters. At the time of this report there has been no legal claim against the
Company for any of the notes mentioned below.

Note payable dated December 10, 2003; bearing interest at              $ 40,000
6.00 percent through January 9, 2004; in default at
January 31, 2005 as all principal and interest was due
January 9, 2004;

Note payable dated September 9, 2003; bearing a fixed                  $230,000
interest from September 10, 2003 to November 9th 2003 and
additional interest of 6.00 percent from November 1 2003
through April 30, 2004; in default at January 31, 2005 as
all principal and interest was due November 9, 2003;

Note payable dated November 10, 2003; bearing interest at              $ 50,000
6.00 percent through April 16, 2004; in default at January
31, 2005 as all principal and interest was due April 16,
2004;

Note payable to a director of the Company                              $435,000

Note payable for accrued wages; bearing interest at 6                  $ 49,908
percent; due and payable 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 the former owner of Waves Consulting Group, Inc.       $ 53,932
                                                                       --------
                                                                       $858,840
                                                                       ========

                                       7

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<TABLE>
<CAPTION>


Note 4 - Long-Term Debt:
------------------------

     For the period ended January 31, 2005 the Long-term debt remains as
reported from the Company's audited financial statements at July 31, 2004 and
2003 consisting of the following:

                                                                     January 31,       January 31,
                                                                     -----------       -----------
                                                                            2004              2003
                                                                            ----              ----

     <S>                                                                <C>            <C>
     Capitalized leases dated January 2001; payable in 36 monthly
     installments of $249 including interest at approximately 20
     percent; collateralized by office equipment at a cost of
     $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 at a cost of
     $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 at a cost of
     $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 at a cost of
     $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
                                                                       ==========       ==========



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:
----------------------------
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. During the period ended January 31, 2005, the
Company did not issue any shares of its common stock through equity investments,
employee stock options, incentive options or warrants. For the twelve month
period ended July 31, 2004, the Company has raised $1,006,220 in equity
financings and $525,000 in convertible debentures.

                                       8
</TABLE>

<PAGE>


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 and in the Form 10-KSB for the fiscal year ended July 31, 2004. 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 purposes
only and does not claim to be indicative of the actual financial position or
results of the Company's operations.

Revenues for the period ended January 31, 2005 was $102,264 representing a
decrease of 66.3% from $303,350 for the period ended October 31, 2004. During
the period ended January 31, 2005 the companies management examined the
contractual profitability of some of it customers. The management concluded that
is was not in the best interest of the company to continue certain unprofitable
contracts on a going forward basis. Cost of Goods Sold for the period ended
January 31, 2005 was a credit of 27,296 due to a large credit on cost of
hardware due to a return of hardware from the previous quarter. The Companies
deferred Revenues for the same periods was $54,276 for the period ended January
31, 2005 as compared to $54,678, respectfully. Total Net losses for the
three-month period ending January 31, 2005 was $258,711, compared to $161,615
for the previous three months ended October 31, 2004.

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. Over the next few quarters, we expect
sales and marketing expenses to increase as a percentage of revenue as we
continue to invest in and implement our business plan, obtain strategic clients
and grow revenues. In the longer term, we expect that sales and marketing
expenses as a percentage of revenue will decrease due the growth in revenue and
due to efficiencies and scalability of our business model.

General and Administrative (G&A) for the three-month period ended January 31,
2005 was $293,809 representing an increase of 34.7% from $211,177 for the period
ended October 31, 2004. The G&A consisted primarily of compensation,
professional fees including both legal and accounting, costs associated with
financing agreements and compliance with federal and state securities laws and
reporting. The primary factor contributing to increase in G&A for the three
month period ended January 31, 2005 was the increased activity in connection
with completion of our audit for the fiscal year ending July 31, 2004. 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 January 31, 2005, the Company had assets and liabilities of $168,088. 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 the elimination of outstanding debt
for periods ending July 31, 2004, October 31, 2004 and January 31, 2005.

                                       9

<PAGE>

RISK FACTORS

The following 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, 2003.

We have reported net losses applicable to common stockholders of $3,215,794. and
$94,312. for the years ended July 31, 2004, 2003, respectively, $258,711 for the
three months ended January 31, 2005, and $420,326 for the six months ended
January 31, 2005. At January 31, 2005, we had an accumulated deficit of
$3,666,211.

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 rely on investments and financings to provide working capital which may not
be available to us in the future and may result in increased net losses and
accumulated deficit.

While we believe that we can continue to sell our securities to raise the cash
needed to continue operating until cash flow from operations can support our
business, there can be no assurance that this will occur. There can be no
assurance that additional investments in our securities or other debt or equity
financings will be available to us on favorable terms, or at all, to adequately
support the development and deployment of our technology. Moreover, failure to
obtain such capital on a timely basis could result in lost business
opportunities. In addition, the terms of our debt or equity financings have
included, and in the future may include, contingent anti-dilution provisions and
the issuance of warrants, the accounting for which have resulted, and for future
financings may result, in significant non-cash increases in our net losses and
accumulated deficit.

While we believe that we have the ability to successfully attract new customers,
the ultimate deployment of these new customers frequently requires up front
capital. There can be no assurance that we will obtain that capital. In recent
months we have not obtained sufficient capital to meet our obligations and as a
result have not been able to pay our vendors on a timely basis and are
significantly in arrears in making such payments. While we have been working
with our creditors to make arrangements to satisfy our obligations, there can be
no assurance that we will be able to do so and as a result we may be subject to
litigation or disruption in our business operations.

The success of the development, distribution and deployment of our technology is
dependent to a significant degree on our key management and technical personnel.
We believe that our success will also depend upon our ability to attract,
motivate and retain highly skilled, managerial, sales and marketing, and
technical personnel, including software programmers and systems architects
skilled in the computer languages in which our technology operates. Competition
for such personnel in the software and information services industries is
intense. The loss of key personnel, or the inability to hire or retain qualified
personnel, could have a material adverse effect on our results of operations,
financial condition or business.

We expect to continue to experience losses until such time as our technology can
be successfully deployed and produce revenues.
The continuing development, marketing and deployment of our technology will
depend upon our ability to obtain additional financing. Our technology has
generated limited recurring revenues to date. We are funding our operations now
through the sale of our securities.

As a developer of connectivity technology products, we will be required to
anticipate and adapt to evolving industry standards and regulations and new
technological developments.

The market for our technology is characterized by continued and rapid
technological advances in both hardware and software development, requiring
ongoing expenditures for research and development, and timely introduction of
new products and enhancements to existing products. Our future success, if any,
will depend in part upon our ability to enhance existing products, to respond
effectively to technology changes and changes in applicable regulations, and to
introduce new products and technologies that are functional and meet the
evolving needs of our clients and users in the healthcare information systems
market.

                                       10

<PAGE>


Litigation or regulatory proceedings may be necessary to protect our
intellectual property rights, such as the scope of our patent.
Such litigation and regulatory proceedings are very expensive and could be a
significant drain on our resources and divert resources from product
development. There is no assurance that we will have the financial resources to
defend our patent rights or other intellectual property from infringement or
claims of invalidity.

Investors in our securities may suffer dilution.
The issuance of shares of common stock or shares of common stock underlying
warrants, options or preferred stock or convertible notes will dilute the equity
interest of existing stockholders and could have a significant adverse effect on
the market price of our common stock. The sale of common stock acquired at a
discount could have a negative impact on the market price of our common stock
and could increase the volatility in the market price of our common stock. In
addition, we may seek additional financing which may result in the issuance of
additional shares of our common stock and/or rights to acquire additional shares
of our common stock. The issuance of our common stock in connection with such
financing may result in substantial dilution to the existing holders of our
common stock. Those additional issuances of common stock would result in a
reduction of your percentage interest in our company.

Historically, our common stock has experienced significant price fluctuations.
One or more of the following factors influence these fluctuations:

     o    unfavorable announcements or press releases relating to the
          technology sector;

     o    regulatory, legislative or other developments affecting us
          or the telecommunications industry generally;

     o    conversion of our preferred stock and convertible debt into
          common stock at conversion rates based on then current
          market prices or discounts to market prices of our common
          stock and exercise of options and warrants at below current
          market prices;

     o    sales by those financing our company through convertible
          securities the underlying common stock of which have been
          registered with the SEC and may be sold into the public
          market immediately upon conversion; and

     o    market conditions specific to technology companies, the
          telecommunications industry and general market conditions.

In addition, in recent years the stock market has experienced significant price
and volume fluctuations. These fluctuations, which are often unrelated to the
operating performance of specific companies, have had a substantial effect on
the market price for many healthcare related technology companies. Factors such
as those cited above, as well as other factors that may be unrelated to our
operating performance, may adversely affect the price of our common stock.

In the past we depended upon a limited number of customers.
The Company depended upon a limited number of customers in the period ended July
31, 2004, and in prior fiscal periods. The Company has attempted to minimize the
risk of customer concentration during the period ending October 31, 2004,
January 31, 2005 and going forward. The Company anticipates that with the
diverse customers within the sales channel referred to as enterprise sales; it
will be able to withstand the loss of customers 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. 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.

                                       11

<PAGE>


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 January 31, 2005, our founders, officers and directors beneficially owned
approximately 23% of our 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; and shareholders will be unable
to exercise control over the Company's business or management. 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 approval.

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.

As with any business, growth in absolute amounts of selling, general and
administrative expenses or the occurrence of extraordinary events could cause
actual results to vary materially and adversely from the results contemplated by
the forward-looking statements. Budgeting and other management decisions are
subjective in many respects and thus susceptible to incorrect decisions and
periodic revisions based on actual experience and business developments, the
impact of which may cause us to alter our marketing, capital expenditures or
other budgets, which may, in turn, affect our results of operations. Assumptions
relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Although we believe the assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate, and therefore, there can be no assurance that the
results contemplated in the forward-looking statements will be realized.

In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by us or any other person that our objectives or
plans for the Company will be achieved.

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<PAGE>


Employees

During the period ended January 31, 2005 the Company had eight (8) employees and
two (2) consultants, representing a decrease of operational head count from the
prior quarter, as part of the Company's 2005 fiscal re-alignment, cost-cutting
measures and subsidiary restructuring.


Of these eight employees:


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 Company owes its current and former employees approximately $111,773 of
accrued salaries and wages payable. Raising capital and generating revenue to
pay accrued salary and future salaries of current and future employees will be
necessary to retain and recruit the personnel the Company requires to achieve
its goals.


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



ITEM 3. 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 January 31, 2005, 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 January 31, 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 PROCEEDINGS


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

On June 11th 2004 a former Director of the Company filed a claim with the
American Arbitrators Association for services under a consulting agreement dated
January 2003 for $350,000.00. To date the Company has defended such claim and
has adjourned the hearing until April 2005. The Company believes it has good and
meritorious defenses and/or counterclaims and intends to vigorously defend
against the claim.

Except as set forth above, the Company is not a party to any claim or preceding
which, if adversely determined, will have a material adverse effect on its
financial condition or results of operations.

ITEM 2        UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

None.

ITEM 3        DEFAULTS UPON SENIOR SECURITIES

We make reference to Notes 3 and 4 to the Notes to Financial Statements for
Period Ended January 31, 2005 as disclosed previously in this document.

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<PAGE>


On February 27th 2004 the Company issued 5% Convertible Debentures in the
aggregate principal amount of $525,000, with a conversion price equal to $0.16
cents per share. In connection the Company issued 453,125 shares of common stock
in satisfaction of certain debt and warrants to purchase 1,599,064 shares of
common stock with an exercise price equal to $0.32 cents.

ITEM 4        SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the stockholders of the Company during the reporting
period.

ITEM 5        OTHER INFORMATION

Subsequent Events

During the reported period, the Company's management team completed an
evaluation of its overall business and the business of its subsidiaries, Mobile
Reach Technologies, Inc., Mobile Reach Solutions, Inc. and Mobile Reach
Technologies, GmbH in order for the management and Board of Directors to make a
determination of the Company's potential liability which may result from a
determination to close 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 due to the capital requirements which the Company could not
allocate to management of such business unit. Therefore, the Company, together
with the management of this subsidiary and government regulatory agencies in
Germany, has begun the process to close the business operations 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 legal and
accounting costs associated with the closing of the business unit.

Additionally, the Company determined that the services portion of the business
it acquired in December 2003, Mobile Reach Solutions, Inc., (formally Waves
Consulting Group, Inc.) does not represent a profitable opportunity due to the
competitive pressures, capital requirements and cash reserves it needs in order
to gain market entry. The Company's management evaluated all possibilities and
options with the business and believes on a go forward basis, the Company would
wind down the services operations of the subsidiary, continue to pursue
profitable equipment resale, and improve the subsidiary's balance sheet. Forward
looking the Company does not believe there is additional 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.

Change In Company's Board and Management Team

During the period ended January 31, 2005 the Company did not make any changes to
its Board of Directors (the "Board") or management team. At the time of filing
of this report, the Company's Board filed a Form 8-K on February 18, 2005,
disclosing the addition of two members to its Board. These two board members
were appointed to the board effective on March 7, 2005.

Certain Relationships and Related Transactions

One of our directors (currently Chief Executive Officer), Alan Christopher
Johnson, as (part of a group) of investors, entered into a Secured Bridge Note
dated May 31, 2004 for a total amount of $435,000. As of January 31, 2005 the
Company, its management, board of directors and Alan Christopher Johnson have
agreed in principle to convert the $435,000.00 into shares of common stock.
Negotiations of final terms are ongoing.

ITEM 6        EXHIBITS AND REPORTS ON FORM 8-K

(a) 31. Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

(b) Report on Form 8-K, Filed with the Securities and Exchange Commission on
February 18, 2005.


                                   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: March 17, 2005                        /s/  Alan Christopher Johnson
                                            ----------------------------------
                                                 Alan Christopher Johnson,
                                                 President and
                                                 Chief Executive Officer

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