<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ____________.

                        Commission file number 000-49849

                            CELL WIRELESS CORPORATION
                            -------------------------
             (Exact name of registrant as specified in its charter)


              NEVADA                                       88-0483722
              ------                                       ----------
     (State or jurisdiction of                 (IRS Employer Identification No.)
    incorporation or organization)


                    4625 EAST BROADWAY, TUCSON, ARIZONA 85711
                    -----------------------------------------
                    (Address of Principal Executive Offices)

                  Registrant's telephone number: (520) 881-4632

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12 (g) of the Act:
                         Common Stock, $ .001 Par Value

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ].

         As of April 13, 2005 the Registrant had 95,296,270 shares of common
stock issued and outstanding.

    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]




<PAGE>

                            CELL WIRELESS CORPORATION
                     Quarterly Report on Form 10-QSB for the
                     Quarterly Period Ending March 31, 2005


                                Table of Contents

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheet: As of March 31, 2005

                  Condensed Consolidated Statements of Operations: Three months
                  Ended March 31, 2005 and 2004

                  Condensed Consolidated Statement of Stockholders' Equity:
                  Three Months ended March 31, 2005

                  Condensed Consolidated Statements of Cash Flows: Three months
                  Ended March 31, 2005 and 2004

                  Notes to Condensed Consolidated Financial Statements: as of
                  March 31, 2005

         Item 2.  Management Discussion and Analysis

         Item 3.  Controls and Procedures

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits

                                       2


<PAGE>


ITEM 1 FINANCIAL STATEMENTS
---------------------------

The following unaudited Condensed Consolidated Financial Statements as of March
31, 2005 and for the three months ended March 31, 2005 have been prepared by
Cell Wireless Corporation


                            CELL WIRELESS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                                      March 31
                                                                       2005
                                                                    -----------
                                                                    (Unaudited)
                                     ASSETS
Current Assets
     Cash                                                           $    48,324
     Restricted Cash (Note B)                                           170,464
     Prepaid expenses                                                    15,040
                                                                    -----------
          Total Current Assets                                          233,828
 Property and Equipment, Net (Note C)                                   292,873
 Intangible Assets, net (Note D)                                      2,926,251
                                                                    -----------
        Total Assets                                                $ 3,452,952
                                                                    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts payable and Accrued Expenses (Note E)                 $   871,158
     Note Payable (Note E)                                              192,475
                                                                    -----------
        Total Current Liabilities                                     1,063,633
                                                                    -----------

Stockholders' Equity: (Note F)
    Preferred Stock $.001 par value; Shares authorized:
      10,000,000; Shares Issued & Outstanding:  None                         --
    Common Stock $.001 Par Value; Share authorized:
      500,000,000; Issued & Outstanding: 95,296,270 at
      March 31, 2005                                                     95,297
    Additional Paid in Capital                                        2,435,898
    Accumulated Deficit                                                (141,876)
                                                                    -----------
        Total Stockholders' Equity                                    2,389,319
                                                                    -----------
            Total Liabilities & Stockholders' Equity                $ 3,452,952
                                                                    ===========


              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements

                                       3


<PAGE>

                            CELL WIRELESS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                      For the Three months Ended
                                                              March 31
                                                      -------------------------
                                                         2005           2004
                                                      -----------   -----------
Revenues                                              $ 1,418,432   $10,713,557
Cost of Sales                                             679,250     8,999,388
                                                      -----------   -----------
Gross Profit                                              739,182     1,714,169
                                                      -----------   -----------
Operating Expenses:
   Selling, General & Administrative                      344,472       378,894
   Amortization and Depreciation                           58,920            --
                                                      -----------   -----------
     Total Operating Expenses                             403,392       378,894
                                                      -----------   -----------

Net Operating Income                                      335,790     1,335,275

   Income tax expense (benefit)                           100,700       400,600
                                                      -----------   -----------
Net Income                                            $   235,090   $   934,675
                                                      ===========   ===========
Net Earnings Per Share - Basic & Diluted              $       .03   $      0.10
                                                      ===========   ===========
Weighted Average Number of Common Shares Used in
the Computation of Earnings Per Share                  95,296,270    95,296,270
                                                      ===========   ===========


              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements

                                       4


<PAGE>

<TABLE>
                                            CELL WIRELESS CORPORATION
                            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                                   (UNAUDITED)

<CAPTION>
                                                                     Additional                     Total
                                           Common         Stock       Paid-In      Retained      Shareholders'
                                           Shares        Amount       Capital      Earnings        Equity
                                        -----------   -----------   -----------   -----------    -----------
<S>                                      <C>          <C>           <C>           <C>            <C>
Balance at December 31, 2004             36,217,651   $    36,218   $        --   $  (376,966)   $  (340,748)

   Shares issued for acquisition of
   assets, 1Cellnet, LLC net of costs    59,078,617        59,079     2,435,898            --      2,494,977
   Net income for the three months
   ended  March 31, 2005                         --            --            --       235,090        235,090
                                        -----------   -----------   -----------   -----------    -----------
Balance at March 31, 2005                95,296,268   $    95,297   $ 2,435,898   $  (141,876)   $ 2,389,319
                                        ===========   ===========   ===========   ===========    ===========


                 See accompanying footnotes to the unaudited condensed consolidated financial statements

                                                        5
</TABLE>


<PAGE>

                            CELL WIRELESS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,

                                                        2005           2004
                                                     -----------    -----------
                                                     (Unaudited)    (Unaudited)
                                                     -----------    -----------
Cash Provided  (Used) by Operating Activities        $   54,544     $   151,882
Cash  ( Used ) in Investing Activities                 (142,565)     (1,888,979)
Cash Provided (Used ) in Financing Activity                   0              0

Net Increase (Decrease) in Cash Balances                (88,021)     (1,737,097)

Cash Balances at Beginning of Period                    136,345       5,357,178
                                                     -----------    -----------
Cash Balance at End of Period                        $   48,324     $ 3,620,081
                                                     ===========    ===========

Supplemental Information:
Cash paid during the period for interest                      --             --
Cash paid during the period for taxes                         --             --
Common shares issued in connection with
recapitalization, net                                $ 2,494,977             --
                                                     ===========    ===========

             See accompanying footnotes to the unaudited condensed
                       consolidated financial statements

                                       6


<PAGE>

                            CELL WIRELESS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)

NOTE A-SUMMARY OF ACCOUNTING POLICIES

General
-------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the instructions
to Form 10-QSB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three-month period ended March
31, 2005, are not necessarily indicative of the results that may be expected for
the year ended December 31, 2005.

Basis of Presentation
---------------------

Cell Wireless Corporation (the "Company", "Cell Wireless", or "CLWL") is a
Nevada Corporation, formerly named Arizona Aircraft Spares, Inc., maintains
offices located in Tucson, Arizona and Surfers Paradise, Queensland, Australia.

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Cell Wireless Australia, PTY, LTD a company formed
under the laws of Queensland, Australia. Significant intercompany transactions
have been eliminated in consolidation.

Acquisition and Capital Restructure
-----------------------------------

On November 15, 2004, the Company entered into an Asset Purchase Agreement
("Agreement") with 1Cellnet LLC, a limited liability company formed under the
laws of the State of Delaware ("1Cellnet") a privately held company operating a
telecommunications multi-level marketing business in the Country of Australia.
The Company consummated the acquisition of the 1Cellnet assets on March 9, 2005.

In connection with the Agreement, the Company issued 59,078,619 shares of its
restricted common stock to 1Cellnet and assumed certain 1Cellnet liabilities in
exchange for 1Cellnet assets. In addition, certain principal officers of
1Cellnet acquired 17,158,397 shares of the Company's common stock held by its
former President and Chief Executive Officer in exchange for $435,000 and a
promissory in the amount of $200,000. As a result, 1Cellnet and its principals
own eighty percent (80%) of the Company.

                                       7


<PAGE>

Subsequent to the date of the financial statements, the Company agreed to issue
to its former President and Chief Executive Officer a warrant to acquire
1,000,000 shares of the Company's common stock with an exercise price of $.30
per share and a warrant to acquire 1,000,000 shares of the Company's common
stock at $1.00 per share. The warrants expire two (2) years from the date of
issuance and will be accounted for as an organization cost pursuant to SOP 98-5.

At the time of the Agreement, the Company was an inactive publicly registered
shell corporation with no significant assets or continuing operations. As a
result of the Agreement, 1Cellnet owned eighty percent (80%) of the Company's
issued and outstanding shares, there was a change in control of the Company, and
in accordance with SFAS No. 141, 1Cellnet is the acquiring entity. While the
transaction is accounted for using the purchase method of accounting, in
substance the Agreement is a recapitalization of the Company's capital
structure.

For accounting purposes, the Company has accounted for the transaction as a
reverse acquisition and 1Cellnet shall be the surviving entity. The total
carrying value of net assets acquired was $3,466,457 which included Intellectual
Property of $2,926,500. The Company did not recognize goodwill or any other
intangible assets in connection with the transaction.

Effective with the Agreement, substantially all of 1Cellnet's assets were
exchanged for an aggregate of 59,078,619 shares of the Company's restricted
common stock. The value of the stock that was issued was the historical cost of
the Company's net tangible assets, which did not differ materially from their
fair value.

The following summarizes the asset purchase agreement with 1Cellnet:

Assets acquired                                                  $ 3,466,457
Liabilities assumed                                                (892,442)
Issuance of  shares of common stock                            $ (2,574,015)
                                                               ============

The Company initially allocated the asset purchase of 1Cellnet based upon the
historical cost of the assets acquired and liabilities assumed. The Company is
in the process of calculating valuations of certain intangible assets, and
obtaining third party verification of the valuations. Accordingly, the
allocation of the purchase price is subject to adjustment based upon these
valuations

In connection with the Agreement, the Company's shareholders voted to change its
name to Cell Wireless Corporation and increase its authorized shares of $.001
par value common stock from 40,000,000 to 500,000,000.

The Company has not filed historical audited financial statements of the
1Cellnet, LLC business as required under Rule 3-05 of Regulation S-X. As soon as
the audit of the financial statements has been completed, the Company shall file
the financial statements on SEC Form 8-K/A.

                                       8


<PAGE>

Spin-Off of Subsidiary
----------------------

On December 30, 2004, the Company initiated the spin-off and distribution (the
"Distribution" or "Arizona Aircraft Spin-off") to its shareholders and former
management of an amount equal to approximately eighty percent (80%) of the
shares of its formerly wholly-owned and sole operating business segment and
subsidiary, Arizona Aircraft Spares, Inc., an Arizona corporation ("Arizona
Aircraft").

Under the Distribution, the shareholders of record as of December 28, 2004,
shall receive a dividend of approximately one (1) share of Arizona Aircraft for
every 9 shares of common stock of Cell Wireless Corporation held by them at that
date, or an aggregate amount equal to 4,000,000 shares of Arizona Aircraft
Spares common stock. As of the date of the financial statements, the
distribution of the 4,000,000 shares to the Company's shareholders has not been
completed. The total distribution of 4,000,000 common shares will be issued
pro-rata to 36,217,651 shares in the ratio held at December 30, 2004.

In addition, Arizona Aircraft Spares issued four million two hundred thousand(4,
200,000) shares of Arizona Aircraft Spares, Inc. common stock to former senior
management of the Company and consultants..

Other than completing certain ministerial corporate acts, there is no operating
or business relationships between Cell Wireless and Arizona Aircraft at the spin
off date or any relationship currently planned.

The Company's investment in Arizona Aircraft represents 20% interest in that
corporation's outstanding common stock. The Company does not have the ability to
exercise significant influence over operating and financial policies, as defined
under FIN No. 46 and accordingly initially accounted for the investment in
Arizona Aircraft using the equity method of accounting. The estimated fair value
of the investment is $0 as of March 31, 2005, and in accordance with APB 18, the
Company has discontinued applying the equity method of accounting in connection
with this investment.

Reclassification
----------------

Certain reclassifications have been made to conform prior periods' data to the
current presentation. These reclassifications had no effect on reported income.

Concentrations of Credit Risk
-----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash and cash
equivalents. The Company places its cash and temporary cash investments with
credit quality institutions. At times, such investments may be in excess of the
FDIC insurance limit. There was no allowance for doubtful accounts at March 31,
2005.

                                       9


<PAGE>

Stock Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2003 and has
adopted the interim disclosure provisions for its financial reports for the
subsequent periods. The Company has had no stock based employee compensation
during the period of this report.

Revenue Recognition
-------------------

The Company recognizes revenue in accordance with Staff Accounting Bulletin No.
104, REVENUE RECOGNITION ("SAB104"), which superceded Staff Accounting Bulletin
No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101").

SAB 101 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectibility of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. The Company defers any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be required.

The Company generates revenues from the forward purchase of specified amount of
airtime by customers. Revenues are recognized as credits as airtime is used.
Unused airtime is carried on the balance sheet and is included under unused
telecom revenue within other current liabilities Connection fees are recognized
as revenue upon initial signing of contract with customers.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results
could differ from those estimates.

                                       10


<PAGE>

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents consist of cash held in bank deposit accounts and
short term, highly liquid maturities of three months or less at the date of
purchase. Cash equivalents are carried at amortized cost, which approximate fair
value.

Foreign Currency Translation
----------------------------

The Company translates the foreign currency financial statements in accordance
with the requirements of Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation." Assets and liabilities are translated at current
exchange rates in effect during the period. Resulting translation adjustments
are recorded as a separate component in stockholder's equity. Foreign currency
transaction gains and losses are included in the statement of operations.

Long-Lived Assets
-----------------

The Company has adopted Statement of Financial Accounting Standards No.144 (SFAS
144). The Statement requires that long lived assets and certain identifiable
intangibles held and used by the Company be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses or a
forecasted inability to achieve break even operating results over an extended
period. The Company evaluates the recoverability of long lived assets based upon
forecasted undercounted cash flows. Should impairment in value be indicated, the
carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No.144 also requires assets to be disposed of be reported at the
lower of the carrying amount or the fair value less costs to sell.

Net Earnings Per Share
----------------------

The Company computes earnings per share under Financial Accounting Standard No.
128, "Earnings per Share" (SFAS 128). Net income per common share is computed by
dividing net income by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding during the year. Dilutive common
stock equivalents consist of shares issuable upon conversion of convertible
preferred shares and the exercise of the Company's stock options and warrants
(calculated using the treasury stock method). During the period of this report
common stock equivalents are not considered in the calculation of the weighted
average number of common shares outstanding because they would be anti-dilutive,
thereby increasing the net income per common share.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

                                       11


<PAGE>

NOTE B- RESTRICTED CASH

Pursuant to an agreement with a credit card processing agent under a credit card
marketing agreement ("Agent"), the Company agreed to deposit a portion of its
credit card proceeds the Agent processes on behalf of the Company from sales of
its services and airtime into an restricted non-interest bearing account to
secure Agent against invalid credit card charges. The funds will be released in
September 2005. As of March 31, 2005, the amount has not been released to the
Company and the balance amounted $170,464.


NOTE C- PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Minor additions and renewals are
expensed in the year incurred. Depreciation is calculated using the straight
line method over the estimated useful lives of the assets. The property and
equipment owned as of March 31, 2005 are as follows:

Description                                                             Amount
-----------                                                             ------
Furniture & fixtures                                                  $  22,103
Computers & software                                                    322,088
Less accumulated depreciation                                           (51,318)
                                                                      ---------
Property & equipment, net                                             $ 292,873
                                                                      =========


NOTE  D- INTANGIBLE ASSETS

The cost to acquire the intangible assets has been allocated to the assets
acquired according to estimated fair values

The Company has adopted SFAS No. 142, Goodwill and Other Intangible Assets,
whereby the Company periodically test its intangible assets for impairment. On
an annual basis, and when there is reason to suspect that their values have been
diminished or impaired, these assets will be tested for impairment, and
write-downs to be included in results from operations may be necessary.

The intangible assets acquired are:

<TABLE>
                             Gross                                           Weighted Average
                           Carrying     Accumulated               Residual    Amortization
                            Amount     Amortization      Net        Value    Period (Years)
                            ------     ------------      ---        -----    --------------
<S>     <C>
Amortizable Intangible
Assets:
                         $3,080,000       $153,750   $2,926,250     $0.00          15
</TABLE>

                                       12


<PAGE>

Total amortization expense charged to operations for the three months ended
March 31, 2005 and 2004 was $51,250 and $0.00, respectively. The intellectual
property was acquired in July, 2004

Estimated amortization expense for the years ended December 31 is as follows:

       2005                             $  205,000
       2006                                205,000
       2007                                205,000
       2008                                205,000
       2009                                205,000
                                        ----------
       Total                            $1,025,000
                                        ==========

NOTE E- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at March 31, 2005 are comprised of the
following:

Accounts payable                                                        $125,168
Income taxes payable                                                     100,700
Accrued Payroll and  taxes payable                                        32,126
Unused Telecom revenue                                                   613,164
                                                                        --------

Total                                                                   $871,158
                                                                        ========


Unused telecom charges are the accumulated prepaid accounts of the members and
users of the telecom system. Since most charges are prepaid by credit or debit
card, unused time is booked to the liability account and reflects the estimate
of management totaling $ 613,164 for the total unused minutes at March 31, 2005.

Income Taxes Payable
--------------------

The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and assets
are determined based on the difference between financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Temporary differences between
taxable income reported for financial reporting purposes and income tax purposes
are insignificant.

Income taxes are not due until after the year end December 31, 2005. Taxes are
estimated at a rate of 30% of net income during the interim periods and adjusted
to actual at year end. Since the company does business in over 200 countries,
the provision for taxes is difficult to predict, but the Australian rates for
federal and state taxes in use in this report are an indication of the tax rates
in most countries. Our prediction of taxes due is as follows:

                                       13


<PAGE>

          Type of Tax          Rate                       Tax
          -----------          ----                       ---
                                             Three Months Ended March 31,
                                             ----------------------------
                                            2005                         2004
                                            ----                         ----
Federal - Australian rates      30%        $100,700                  $ 400,600


Note Payable Performance Funding:
---------------------------------

On March 17, 2005, Cell Wireless agreed to pay an outstanding debt of Arizona
Aircraft Spares, Inc., its predecessor. The Company agreed to relinquish funds
garnished in the amount of $16,935 as payment at the agreement date and to pay
the balance of $192,475 over a period of 12 months with equal payments of
$16,062 and interest in the amount of $9,637 on March 15, 2006. Since this
agreement is a full assumption of the debt of Arizona Aircraft Spares, Inc., it
is included in the balance sheet of Cell Wireless Corporation for the period
ended March 31, 2005 and December 31, 2004.


NOTE F - STOCKHOLDERS' EQUITY

The Company is authorized to issue 10,000,000 shares of preferred stock, with
$0.001 par value per share. As of March 31, 2005 there were no preferred shares
issued and outstanding. The Company is authorized to issue 500,000,000 shares of
common stock, with $0.001 par value per share.

Pursuant to the Asset Acquisition Agreement (see Note A) consummated on March 9,
2005, 59,078,617 common shares were issued to the shareholders of 1Cellnet for
the assets acquired in the Agreement.

As of March 31, 2005, the Company has issued and outstanding 95,296,270 common
shares.

                                       14


<PAGE>

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

Overview
--------

The following information should be read in conjunction with the financial
statements and the notes thereto, as well as the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" from
the Company's merger agreement Report on SEC Form 8-K. The analysis set forth
below is provided pursuant to applicable Securities and Exchange Commission
regulations and is not intended to serve as a basis for projections of future
events.

General Business Description
----------------------------

Cell Wireless Corporation (CLWL) is a Nevada Corporation, formerly Arizona
Aircraft Spares, Inc., whose business offices are currently located in Tucson,
Arizona and Surfers Paradise, Queensland, Australia. The Company was formed in
November, 2000, is now involved in the marketing and sale of wireless telephone
long distance services to individuals and businesses. "Cell Wireless
Corporation" is an internet retailer of long distance phone services, and is
supplying both standard line and custom tailored solutions to residential and
corporate business telephone service users in selected global markets.

The unique selling position of "Cell Wireless Corporation" is the facility that
allows customers (Member/Marketers) to network market the service products and
therefore expand the user market by attracting additional members to the system.
Each member can be both a seller and a user of the services. There are currently
more than 75,000 active member/users aligned with the service system. New users
must become a member and pay a member fee and a deposit on telephone service.
Renewals or recharges to a member's account are paid in advance by credit card
or bank transfer and credited for telephone time used.

Telephone time is currently purchased world wide from MCI, and then resold to
the members at a markup. Elaborate software systems are utilized to assure that
time used is charged to the members account and subsequently paid to the MCI
time provider. Each member receives commissions from sponsored members use. The
purchase of telephone time and the membership fees are the revenue stream of the
company.

The major expenses of the Company is the purchase of the telephone time from MCI
and maintaining membership records to properly allocate commissions and expenses
to members accounts in over 200 countries worldwide. All of the above is
accomplished by the use of several proprietary software systems that have been
developed or purchased over the last several years

FORWARD-LOOKING STATEMENTS
--------------------------

EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN
THIS FORM 10-QSB ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE SET FORTH IN SUCH FORWARD-LOOKING STATEMENTS. SUCH RISKS AND


                                       15


<PAGE>

UNCERTAINTIES INCLUDE, WITHOUT LIMITATION, THE COMPANY'S DEPENDENCE ON THE
TIMELY DEVELOPMENT, INTRODUCTION AND CUSTOMER ACCEPTANCE OF PRODUCTS, THE IMPACT
OF COMPETITION AND DOWNWARD PRICING PRESSURES, THE ABILITY OF THE COMPANY TO
REDUCE ITS OPERATING EXPENSES AND RAISE ANY NEEDED CAPITAL, THE EFFECT OF
CHANGING ECONOMIC CONDITIONS, RISKS IN TECHNOLOGY DEVELOPMENT AND THE EFFECTS OF
OUTSTANDING LITIGATION. OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE SET FORTH IN SUCH FORWARD-LOOKING STATEMENTS INCLUDE THE
RISKS AND UNCERTAINTIES DETAILED IN THE COMPANY'S MOST RECENT FORM 10-KSB AND
ITS OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FROM TIME TO TIME.

OVERVIEW
--------

On March 9, 2005 the Company completed the acquisition of the assets of
1Cellnet, LLC ("1Cellnet"). For accounting purposes, the Company has accounted
for the transaction as a reverse acquisition and 1Cellnet is the surviving
entity. 1Cellnet `s predecessor is Global TLC Pty LTD ACN 107 826 782
("Global"), an entity formed under the laws of the Country of Australia. The
following discussion and analysis represents 1Cellnet and Global's results of
operations during the three months ended March 31, 2005 and 2004 as if the
acquisition was completed on January 1, 2005.

The Company's revenues are difficult to forecast and may vary significantly from
quarter to quarter. In addition the Company's expense levels for each quarter
are, to a significant extent, fixed in advance based upon the Company's
expectation as to the net revenues to be generated during that quarter. The
Company therefore is generally unable to adjust spending in a timely manner to
compensate for any unexpected shortfall in net revenues. Further as a result of
these factors any delay in product introductions, whether due to internal delays
or delays caused by third party difficulties, or any significant shortfall in
demand in relation to the Company's expectations, would have an almost immediate
adverse impact on the Company's operating results and on its ability to maintain
profitability in a quarter.

During the first three months of the year, the revenues of the company reached
$1,418,432 and net profits were $335,790, before tax provision of $100,700.
After deducting cost of sales of $679,250 and administrative expenses of
$403,392 and income tax provision of $100,700, the company net income was
$235,090. Cash flows from operations totaled $54,544, adjusted for
non-cash expenses of depreciation and amortization totaling $58,920.

While the Company's expenses are, to a significant extent, fixed in advance, the
Company is making efforts to adjust spending in relation to net revenues until
such time that a new member drive commences and new revenue streams are
developed. However, there can be no assurance that new members will be recruited
by the Company, or if signed on, that such new member revenues will be on a
timely basis. Substantial effort is being put forth to increase the revenue from
existing members and the results of these efforts will be realized during the
remainder of the year and continue in the future. Failure to accomplish these
goals on a timely basis would have a severe material adverse effect upon the
Company.

                                       16


<PAGE>

The Company has not filed historical audited financial statements of the
1Cellnet, LLC business as required under Rule 3-05 of Regulation S-X. As soon as
the audit of the financial statements has been completed, the Company shall file
the financial statements on SEC Form 8-K/A.


Comparison of the Three months Ended March 31, 2005 (the "2005 Period") with the
--------------------------------------------------------------------------------
Three months Ended March 31, 2004
---------------------------------

Revenues:
---------

During the three months ended March 31, 2005 the Company generated revenues of
$1,418,432, compared to $10,713,557 during the same period in 2004, a
$9,295,125, or an 87% decrease. The main reason for the reduction in sales is
that the company was receiving substantial revenues from new member sign up fees
for the nearly 140,000 members that came to the company in its first 14 months
of operations. The Company was unable to handle the growth and international
credit card fraud and substantial non-performance by contracting service systems
providers. The Company has made great strides in the last two quarters of 2004
to reduce the reliance on outside contracting by acquiring the intellectual
property and equipment necessary to be self contained. In addition, by switching
credit card servers and developing proprietary software systems that contain
control features, the credit card fraud of the past has been reduced to
occasional. The result is a profitable company with its management systems under
complete control and revenues are once again on the rise. Management is
projecting modest growth in the next year and conservatively expects modest
growth to continue at rates equal to the extremely fast growing competitive
market.

Cost of Sales
-------------

For the three months ended March 31, 2005, the Company's gross profit margin was
52% compared to 16% for the first three months of 2004. Due to large commission
costs in 2004 and the high payout of service related fees, the cost of sales for
the private company was 36% higher than the results of operations for the first
quarter of 2005. The increased margins are due to the efforts of management to
control the operations of the company and to pull its operations under its own
roof to stop inconsistent service provided by outside contractors. The Company's
margins will fluctuate from period to period because absorbed overhead increases
when volume decreases.

Selling, General and Administrative
-----------------------------------

The Company's selling, general and administrative expenses decreased $ 44,115 to
$334,759 in the first quarter of 2005 as compared to $378,874 for the three
months ended March 31, 2004. This small decrease is indicative of the fact that
cutting costs of administration is related to the minimum cost of doing
business. Management does not expect reductions in the administrative costs of
the company and is projecting an increase due to the cost of being a public
entity.

                                       17


<PAGE>

Administrative expenses for consultants, legal costs, audits and accounting
services will all increase during this 2005 period over the 2004 period. In
addition, there are further increases expected in the coming years. Although the
Company's general and administrative expenses are, to a significant extent,
fixed in advance, the Company is making efforts to adjust spending in relation
to the expected net revenues. The Company has yet to complete all increased
expense items relating to its public company status. Until these expense
categories have gone full cycle, the administrative expenses will continue to
rise but will become more controlled in relation to sales revenue as the Company
becomes well funded and revenues increase.

As the Company continues to expand, it will incur additional costs for
personnel, marketing and travel. In order for the Company to attract and retain
quality personnel, management anticipates it will continue to offer competitive
salaries, issue common stock to employees, and grant Company stock options to
current and future employees.

Liquidity and Capital Resources
-------------------------------

As of March 31, 2005, the Company had current assets of $233,828 and current
liabilities of $1,063,633 which resulted in a negative working capital position
of $829,805. Estimated income tax provision for interim period taxes in the
amount of $100,700 will be due in March, 2006, and $192,475 of this deficiency
is the Performance Funding note described above. This note requires payments of
$16,092 per month for twelve months. Arizona Aircraft Spares, Inc. is liable for
the note and has been making the payments thereon. The results of operations
created a net cash flow of $54,544, adjusted for depreciation and amortization,
along with changes in working capital. Cash used in investing activities
represented a $142,565 increase in restricted capital reserve account to
$170,464 as of the date of this report. The reserve is the requirement of credit
card processors for retention of a 10% amount of credit cards processed. These
funds are restricted for up to one year and are not available for operations
until released. The Company met its cash requirements during the period through
operations and has not yet tapped the market for borrowings and sale of capital
stock.

The Company is also pursuing other financial resources to augment its cash
requirements for retirement of debt, expansion of operations and acquisition of
suitable companies and products. A restricted stock placement to sophisticated
investors is an example of a cash infusion that will provide the Company with
much needed working capital to continue its expansion and sales growth into
international and domestic markets. We currently have no commitments for
financing. There is no guarantee that we will be successful in raising the funds
required.

By adjusting our operations and development to the level of capitalization, we
believe we have sufficient capital resources to meet projected cash flow
deficits. However, if during that period or thereafter, we are not successful in
generating sufficient liquidity from operations or in raising sufficient capital
resources, on terms acceptable to us, this could have a material adverse effect
on our business, results of operations liquidity and financial condition

                                       18


<PAGE>

Application of Critical Accounting Policies
-------------------------------------------

During December, 2002 the Financial Accounting Standards Board (FASB) issued a
proposed Statement, Share-Based Payment, an amendment of FASB Statements No. 123
and 95, that would require companies to account for stock-based compensation to
employees using a fair value method as of the grant date. The proposed statement
addresses the accounting for transactions in which a Company receives employee
services in exchange for equity instruments such as stock options, or
liabilities that are based on the fair value of the Company's equity instruments
or that may be settled through the issuance of such equity instruments, which
includes the accounting for employee stock purchase plans. This proposed
statement would eliminate a Company's ability to account for share-based awards
to employees using APB Opinion 25, Accounting for Stock Issued to Employees but
would not change the accounting for transactions in which a company issues
equity instruments for services to non-employees or the accounting for employee
stock ownership plans. The proposed statement, if adopted, would be effective
for awards that are granted, modified, or settled in fiscal years beginning
after December 15, 2004. The Company is in the process of assessing the
potential impact of this proposed statement to the financial statements.

Non-GAAP Financial Measures
---------------------------

The financial statements appearing in this quarterly report on Form 10-QSB do
not contain any financial measures which are not in accordance with generally
accepted accounting procedures.

The independent auditor's report on the Company's December 31, 2004 financial
statements included in this Annual Report states that the Company's recurring
losses raise substantial doubts about the Company's ability to continue as a
going concern.

Inflation
---------

In the opinion of management, inflation has not had a material effect on the
Company's financial condition or results of its operations.

Off-Balance Sheet Arrangements
------------------------------

The Company does not maintain off-balance sheet arrangements nor does it
participate in non-exchange traded contracts requiring fair value accounting
treatment.

Trends, Risks and Uncertainties:
--------------------------------

We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our Common Stock.

Cautionary Factors That May Affect Future Results
-------------------------------------------------

We provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are factors that we think could cause our actual results to differ materially
from expected results. Other factors besides those listed here could adversely
affect us.

                                       19


<PAGE>

Potential Fluctuations In Annual Operating Results
--------------------------------------------------

Our annual operating results may fluctuate significantly in the future as a
result of a variety of factors, most of which are outside our control,
including: the demand for our products; seasonal trends in purchasing, the
amount and timing of capital expenditures and other costs relating to the
development of our products; price competition or pricing changes in the
industry; technical difficulties or system downtime; general economic
conditions, and economic conditions specific to the telephone service industry.
Our results may also be significantly affected by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at our early stage of development, such accounting treatment can have a material
influence on the results for any period. Due to the foregoing factors, among
others, it is likely that our operating results will fall below our expectations
or those of investors in some future period.

Dependence Upon Management
--------------------------

Our future performance and success is dependant upon the efforts and abilities
of our Management. To a very significant degree, we are dependent upon the
continued services of John Bohringer, our Chief Executive Officer and Chairman
of the Board of Directors and Sylvia Quintero, our Chief Financial Officer and
member of our Board of Directors. If the Company lost the services of either Mr.
Bohringer or Ms. Quintero, or other key employees before we could get qualified
replacements that loss could materially adversely affect our business. We do not
maintain key man life insurance on any of our Management.

Lack of Independent Directors
-----------------------------

We cannot guarantee that our Board of Directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors, our executive officers, who are also principal stockholders and
directors, could establish policies and enter into transactions without
independent review and approval thereof. This could present the potential for a
conflict of interest between the Company and its stockholders generally and the
controlling officers, stockholders or directors.

Limitation of Liability and Indemnification of Officers and Directors
---------------------------------------------------------------------

Our officers and directors are required to exercise good faith and high
integrity in our Management affairs. Our Articles of Incorporation provide,
however, that our officers and directors shall have no liability to our
shareholders for losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend or stock repurchase,
or derived an improper benefit from the transaction. Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate our business or conduct the internal affairs, provided that in


                                       20


<PAGE>

connection with these activities they act in good faith and in a manner that
they reasonably believe to be in, or not opposed to, the best interests of the
Company, and their conduct does not constitute gross negligence, misconduct or
breach of fiduciary obligations. To further implement the permitted
indemnification, we have entered into Indemnity Agreements with our officers and
directors.

Continued Control by Current Officers and Directors
---------------------------------------------------

The present officers and directors own the majority of the outstanding shares of
the Company's common stock, and therefore are in a position to elect all of our
Directors and otherwise control the Company, including, without limitation,
authorizing the sale of equity or debt securities of the Company, the
appointment of officers, and the determination of officers' salaries.
Shareholders have no cumulative voting rights.

Management of Potential Growth
------------------------------

We anticipate rapid growth, which will place a significant strain on our
managerial, operational, and financial systems resources. To accommodate our
current size and manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales and distribution base. There is no guarantee that we will be able to
effectively manage the expansion of our operations, or that our facilities,
systems, procedures or controls will be adequate to support our expanded
operations. Our inability to effectively manage our future growth would have a
material adverse effect on the Company.

Limited Market Due To Penny Stock
---------------------------------

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities and Exchange Commission has adopted a number of rules to regulate
"penny stocks." These rules include, but are not limited to, Rules 3a5l-l,
15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended. Because our securities probably constitute
"penny stock" within the meaning of the rules, the rules would apply to us and
our securities. The rules may further affect the ability of owners of our stock
to sell their securities in any market that may develop for them. There may be a
limited market for penny stocks, due to the regulatory burdens on
broker-dealers. The market among dealers may not be active. Investors in penny
stock often are unable to sell stock back to the dealer that sold them the
stock. The mark-ups or commissions charged by the broker-dealers may be greater
than any profit a seller may make. Because of large dealer spreads, investors
may be unable to sell the stock immediately back to the dealer at the same price
the dealer sold the stock to the investor. In some cases, the stock may fall
quickly in value. Investors may be unable to reap any profit from any sale of
the stock, if they can sell it at all. Stockholders should be aware that,
according to the Securities and Exchange Commission Release No. 34- 29093, the
market for penny stocks has suffered in recent years from patterns of fraud and
abuse. These patterns include: - Control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer; -
Manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; - "Boiler room" practices involving high
pressure sales tactics and unrealistic price projections by inexperienced sales
persons; - Excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and - The wholesale dumping of the same securities by


                                       21


<PAGE>

promoters and broker- dealers after prices have been manipulated to a desired
level, along with the inevitable collapse of those prices with consequent
investor losses. Furthermore, the "penny stock" designation may adversely affect
the development of any public market for the Company's shares of common stock
or, if such a market develops, its continuation. Broker-dealers are required to
personally determine whether an investment in "penny stock" is suitable for
customers. Penny stocks are securities (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an
issuer with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average annual revenues of less
than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and
Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors in the Company's common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny
stock." Rule 15g-9 of the Commission requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for the Company's stockholders to
resell their shares to third parties or to otherwise dispose of them.

Statements appearing in this report on Form 10-KSB do not contain any financial
measures which are not in accordance with generally accepted accounting
procedures.


ITEM 3 CONTROLS AND PROCEDURES
------------------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report, we conducted an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of our disclosure controls and
procedures (as defined in Rules 13a-15(e) of the Exchange. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures need improvement and were not
adequately effective as of March 31, 2005 to ensure timely reporting with the
Securities and Exchange Commission. Our management is in the process of
identifying deficiencies with respect to our disclosure controls and procedures
and implementing corrective measures, which includes the establishment of new
internal policies related to financial reporting.

                                       22


<PAGE>


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As required by Rule 13a-15(d), the Company's Chairman and Chief Financial
Officer, also conducted an evaluation of the Company's internal controls over
financial reporting to determine whether any changes occurred during the fourth
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
During the preparation of the Company's financial statements as of and for the
period ended March 31, 2005, the Company has concluded that the current system
of disclosure controls and procedures was not effective because of the internal
control weaknesses identified below. As a result of this conclusion, the Company
has initiated the changes in internal control, to the extent possible given
limitations in financial and manpower resources, also described below. It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system will be met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future events.

Lack of Adequate Accounting Staff
---------------------------------

Due to limitations in financial and management resources, the Company does not
have adequate accounting staff. As a result, the Company took steps to address
its understaffed Finance and Accounting team to correct this material weakness.
The Company engaged an independent contractor, who is a CPA with extensive
CFO-level management and SEC reporting experience in public companies.
Management feels this addition to the Company's Finance and Accounting team will
improve the quality of future period financial reporting.




                            PART II OTHER INFORMATION
                            -------------------------

Item 1 Legal Proceedings
------------------------

Shortly after the announced Asset Acquisition Agreement between the Company and
1Cellnet, LLC, a lawsuit was filed for collection of a secured promissory note
of Arizona Aircraft Spares, Inc. (the Company's former wholly-owned subsidiary)
in the approximate amount of $218,470 representing the amounts due on the note,
interest, legal fees and settlement costs.

                                       23


<PAGE>

On March 17, 2005, Cell Wireless agreed to pay the outstanding debt and the
Court dismissed the legal action with prejudice. In connection with the
settlement , the Company agreed to pay $192,475 over a period of 12 months
beginning in March, 2005, with equal payments of $16,062 and interest in the
amount of $9,637 on March 15, 2006. At December 31, 2004, the Company has
accrued a liability of $ 192,475 in connection with the litigation.

The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters will not have material adverse effect on its financial position, results
of operations or liquidity.

                                       24


<PAGE>

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
--------------------------------------------------------------------

On March 9, 2005 the Company issued 59,078,619 common shares of its common stock
in connection with the consummation of its acquisition of the 1Cellnet assets.
This issuance is considered exempt under Regulation D of the Securities Act of
1933 and Rule 506 promulgated thereunder

Item 3 Defaults upon Senior Securities
--------------------------------------

         None

Item 4 Submission of Matters to a Vote of Security Holders
----------------------------------------------------------

         None

Item 5 Other Information
------------------------

         None

Item 6 - Exhibits
-----------------

     (a) Exhibits

         Exhibit (31) Certifications pursuant to Section 302, of the
              Sarbanes-Oxley Act of 2002
              (1) Certification by John Bohringer
              (2) Certification by Sylvia Quintero

         Exhibit (32) Certifications pursuant to 18 U.S.C. Section 1350, as
              adopted to Section 906 of the Sarbanes Oxley Act of 2002.
              (1)  Certification by Sylvia Quintero
              (2)  Certification by John Bohringer

                                       25


<PAGE>

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.

                                        CELL WIRELESS CORPORATION

Date: June 9, 2005                      By: /s/ John Bohringer
                                            ---------------------------------
                                        John Bohringer
                                        President and Chief Executive Officer


Date: June 9, 2005                      By: /s/ Sylvia Quintero
                                            ---------------------------------
                                        Sylvia Quintero
                                        Chief Financial Officer

                                       26