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

FORM 10-KSB

(Mark One)

x ANNUAL REPORT UNDER
  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2005

 ̈ TRANSITION REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 0-51038

GILDER ENTERPRISES, INC.(Name of small business issuer in its charter)

|Nevada                                                         | Not Applicable                      
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|3639 Garibaldi Drive                                           |                                     
|North Vancouver, British Columbia, Canada                      | V7H 2W2                             
|(Address of principal executive offices)                       | (Zip Code)                          

Issuers telephone number (604) 924-8180

Securities registered under Section 12(b) of the Exchange Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered under Section 12(g) of the Exchange Act:

Common Shares, par value $0.001 per share(Title of class)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
  for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  x No  ̈

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, and no disclosure will
  be contained, to the best of registrants knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB.  ̈

State issuers revenues for its most recent fiscal year.
  $11,501

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.) $916,615 as at August 11, 2005 based
  on the last private placement sale price per share of the Companys common
  stock.

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date: 7,885,000 shares
  of common stock as of August 15, 2005

Transitional Small Business Disclosure Format (Check one): Yes
   ̈ No x

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PART I

Item 1. Description of Business.

This Annual Report contains forward-looking statements within
the meanings of the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may", "will", "should", "expects", "plans", "intends",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue",
the negative of such terms, and other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled Risk Factors, that
may cause our or our industrys actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. Given these uncertainties, readers are cautioned not
to place undue reliance on such forward-looking statements.

Any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. In evaluating
these statements, you should consider various factors, including the risks
outlined below, and, from time to time, the disclosure provided in the other
reports we file with the SEC. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any
forward-looking statements to conform them to actual results.

Our statements are stated in United States dollars (US $) and
are prepared in accordance with United States Generally Accepted Accounting
Principles (GAAP).

In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in United States Dollars. All references to CDN$ refer to
Canadian dollars and all references to common shares refer to the common
shares in our capital stock.

As used in this annual report, the terms we, us and our,
mean Gilder Enterprises, Inc.

Business Development Since Inception

We are a development stage
company. Gilder Enterprises, Inc. was incorporated on April 25, 2002, under the
laws of the State of Nevada. The Company was originally established to pursue
mineral exploration and development business opportunities. In June 2002, the
Company entered into an option agreement to acquire a mineral property in the
Northwest Territories in Canada. In January 2003, after disappointing fieldwork
results on both our optioned property and on a number of other prospects, we
terminated the option agreement and abandoned our mineral exploration and
development activities.

In May 2003, we entered into an
agreement with a Singapore company whereby we and the Singapore company agreed
to pursue North American joint venture opportunities to provide high-speed
Internet access services in hotel and other commercial properties. Pursuant to
the agreement, we established a 51%-owned operating subsidiary, Nex Connectivity
Solutions Inc. (Nex Connectivity) in 2003, which is 49%-owned by our joint
venture partner, 5G Wireless Communications Pte. Ltd., a Singapore company (5G
Wireless).

Nex Connectivity, our operating
subsidiary, is a Canadian federal corporation and was incorporated on March 25,
2003 under the Canada Business Corporations Act. It was established to carry out
the marketing and delivery of our services within Canada, including the design,
installation, and operation of specialized computer networks providing
high-speed Internet access to hotel guests and other users (Internet access
networks).

We hold our 51% interest in Nex
Connectivity through a wholly-owned subsidiary, Gilder Tech Ventures Inc.
(Gilder Tech Ventures), which is a Canadian federal corporation incorporated
on March 26, 2003. Gilder Tech Ventures was incorporated for tax and corporate
purposes, with the sole purpose of owning our Canadian business interest in Nex
Connectivity. Gilder Tech Ventures has no business operations, other than its
ownership of our 51% interest in Nex Connectivity. We own all of the outstanding
shares of Gilder Tech Ventures.

In early 2004, Nex Connectivity
secured its initial Internet access services contract, with a five-year term,
involving the design, supply, installation, commissioning, and ongoing operation
of a high-speed Internet access network installed at the Empire Landmark Hotel,
a hotel property located in Vancouver, Canada. The Empire Landmark Hotel is
owned and operated by Asia Standard Hotel (Holdings) Limited, based in Hong
Kong. The commissioning of this initial Internet access network was completed in
May 2004, which was when revenue-generating operations for the Company
commenced. Our basic business model, initially targeting the needs of business
travelers in hotel properties, is to earn revenues from Internet access fees
paid by the users of our Internet access networks, which we plan to build, own
and operate under long-term contracts with the property owner. The Empire
Landmark contract provides that we will share the revenues with the hotel, based
upon negotiated revenue sharing arrangements. For the fiscal year ended May 31,
2005, our revenues from Internet access services were $11,501.

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Nex Connectivity plans to use
this initial contract to further develop its Internet access services business
in Vancouver, Canada area and elsewhere. If Nex Connectivity is successful in
securing additional Internet access services contracts in the hotel market niche
in Vancouver area, then our business plan is to expand the business into new
market niches in Vancouver, such as convention centers and other commercial
properties, and then to expand geographically into new markets across Canada and
the United States.

There is no assurance that
revenues from the initial contract will be sufficient to expand our business as
planned or at all. Also, our present cash reserves and working capital are not
sufficient to enable us to maintain our plan of operations without additional
financing, of which there is no assurance (see Plan of Operations and Cash
Requirements).

Our consolidated financial
statements included with this Annual Report have been prepared assuming we will
continue as a going concern. Our independent auditors have made reference to the
substantial doubt about our ability to continue as a going concern in their
report on our audited financial statements for the year ended May 31, 2005. As
discussed in the notes to our audited financial statements, we have only
recently commenced revenue-generating operations and have accumulated operating
losses of $169,199 from our inception to May 31, 2005. Our ability to continue
operations is dependent upon our achieving a profitable level of operations as
well as obtaining further long-term financing. These factors raise substantial
doubt that we will be able to continue as a going concern. Our financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Our Joint Venture

We entered into a joint venture
agreement with 5G Wireless on May 25, 2003. The execution of the joint venture
agreement was subsequent to the execution of a letter of intent between us and
5G Wireless on March 7, 2003. Nex Connectivity was incorporated, subsequent to
the execution of the letter of intent, on March 25, 2003. Our joint venture
agreement provides for the formation of corporations to carry out the joint
venture business of providing high-speed Internet access services in hotels and
other commercial properties. Nex Connectivity is the initial joint venture
corporation established under our joint venture agreement.

*(a) Shareholders
Agreement*

Our ownership interest in Nex
Connectivity is governed by a shareholders agreement with 5G Wireless. Under the
terms of this shareholders agreement there are two directors of Nex
Connectivity, one each to be nominated by us and 5G Wireless. Our director
nominee is Mr. Joseph Bowes, who is our president. 5G Wirelesss nominee is Mr.
Jun Nam (Johnny) Lee. Mr. Lee is not an officer, director, or employee, nor is
he a shareholder, of 5G Wireless. Under the shareholders agreement, fundamental
business decisions require our prior written approval. In addition, we are
entitled to a tie-breaking vote on matters where there is no unanimous agreement
among the directors on all matters of governance to be approved by the directors
of Nex Connectivity. We and 5G Wireless have each granted to each other a right
of first refusal to purchase the others interest in Nex Connectivity. These
rights of first refusal require that, prior to completing any sale of our
interests in Nex Connectivity to a third party, we each offer to the other our
interests and give the other the opportunity to purchase our interests.

*(b) Shareholder
Commitments*

Pursuant to the shareholders
agreement, we have agreed to advance up to $40,000 to Nex Connectivity as a loan
on a non-interest bearing basis in order to fund its start-up operations and its
initial Internet access network installation. To May 31, 2005, we had advanced
$21,000 (May 31, 2004 - $25,500) to Nex Connectivity as a loan pursuant to the
shareholders agreement. We have not advanced any further funds to Nex
Connectivity since May 31, 2005. During our fiscal year ended May 31, 2005, Nex
Connectivity repaid $4,500 of the outstanding amount to us with the consent of
5G Wireless. In accordance with GAAP, these advances are eliminated from our
consolidated financial statements. 5G Wireless and Michael Tan, the principal of
5G Wireless, have each provided a guarantee of repayment, with accompanying
security, of our loan to Nex Connectivity.

Also pursuant to the shareholders
agreement, 5G Wireless agreed to sell to Nex Connectivity: (i) certain network
hardware and software valued at $10,000, which amount is repayable in the future
as a loan on a non-interest bearing basis; (ii) the services of two mutually
agreed staff to provide operations and technical support expertise; and (iii) a
license of certain software developed by 5G Wireless for the management of
Internet access networks. The network hardware and software to be provided by 5G
Wireless was received in July 2003, and consisted of one Lucent network router,
five Lucent network access points, twelve wireless cards and the proprietary
radius authentication software.

Also under the terms of our
shareholders agreement, it is agreed that the financial contributions from
shareholders will be kept as low as possible. The shareholders agreement
provides that, to the extent that Nex Connectivity requires financing for its
business operations but is unable to obtain said financing from banks or
institutional lenders, then Nex Connectivity may make a formal request of us and
5G Wireless for a loan. Any request for such a loan must be made by a majority
of the board of directors of Nex Connectivity. Accordingly, no demand for a loan
can be made without our prior consent. Such request for a

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loan will be made to each of us and 5G Wireless, on a pro rata
basis in proportion to our respective shareholdings. We will be obligated to
advance the money required from us within 30 days of receipt of the written
request for the loan.

Our shareholders agreement
further provides that: (i) any loans made by us and 5G Wireless are repayable on
a non-interest bearing basis, unless it is a loan made pursuant to a formal
request as described above, which specifically provides for loan interest; (ii)
as Nex Connectivity will retain and reinvest all net profits earned for the
first 24 months after execution of the agreement, in no event would the initial
shareholder loans specified above be repaid before May 25, 2005, being the two
year anniversary of the date of our shareholders agreement with 5G Wireless;
(iii) thereafter, shareholder loans will only be repaid from net profits
approved for distribution by the board of directors of Nex Connectivity; (iv)
that a shareholder will not demand repayment of their loan while they remain a
shareholder of Nex Connectivity, and; (v) if Nex Connectivity repays the loans,
in whole or in part, Nex Connectivity shall do so pro rata in proportion to each
shareholders loan balance.

*(c) Operations and Technical
Support Staff*

5G Wirelesss commitment to
provide Nex Connectivity the services of the two mutually agreed operations and
technical support staff is the subject of a separate agreement between us and 5G
Wireless dated April 1, 2004. Under this agreement, 5G Wireless is required to
provide these services to Nex Connectivity at a stipulated monthly fee of
CDN$1,000 per month (equal to approximately $800 per month at recent exchange
rates), based upon two standard hotel properties being in operation. This fee
is payable by Nex Connectivity as an expense prior to the distribution of any
net profits of Nex Connectivity to us and 5G Wireless under the shareholders
agreement. The fee of approximately $800 per month is fixed (in terms of
Canadian dollars, but may fluctuate when restated in United States dollars,
depending upon foreign currency exchange rate changes). This fee is not
dependent upon the actual amount of time spent by staff in providing the
services.

Standard hotel properties are
defined in the agreement to be hotel properties with between 250 and 400 rooms,
where our Internet access network services the meeting rooms and the hotel lobby
and approximately 20% of the guest rooms. Nex Connectivity is required to pay
this fee, of approximately $800 per month, regardless of whether there are one
or two standard hotel properties in operation. We have not entered into any
agreement with 5G Wireless concerning the fee payable in the event that Nex
Connectivity has more than two standard hotel properties in operation. In
addition pursuant to the April 1, 2004 agreement, Nex Connectivity will also pay
approximately CDN$1,000 per installation (equal to approximately $800 per
installation at recent exchange rates) for installation project management
services, assuming a standard hotel installation.

5G Wireless is responsible for
ensuring that the operations and technical support staff, are available to Nex
Connectivity, either on-call or in-person as the circumstances may require, 24
hours a day, 7 days a week. The operations and technical support staff are
employees of Nexgen Consulting Inc., a private company affiliated with 5G
Wireless and are not employees of either us or Nex Connectivity. Compensation
payable to the operations and technical support staff is payable directly by
Nexgen Consulting Inc., and it is the sole responsibility of 5G Wireless to
ensure the prompt payment of all compensation due.

Industry Background

The Internet access services
business is being driven by the convergence of technology developments and
users evolving Internet access needs.

*(a) Users Evolving Internet
Access Needs*

Over the past decade, use of the
Internet has grown dramatically, with the result that todays traveling public
has compelling business and personal needs for frequent Internet access while
they are away from both home and office. Such reasons include: (a) sending and
receiving e-mails; (b) accessing and searching Internet web sites; (c) accessing
corporate networks and files; (d) video-conferencing; (e) competitive
intelligence; (f) on-line banking; (g) on-line stock quotes and research, and
the stock purchases and sales; and (h) on-line shopping.

The Internet continues to evolve
richer and more sophisticated web sites and web-based applications, and
incessantly demands ever-larger file and graphics handling needs, most of which
now require much higher data transmission rates than can be accommodated
efficiently using dial-up Internet access. Accordingly, consumers at home and in
the office have readily adopted high-speed, broadband, Internet access
services, both to replace their pre-existing dial-up Internet access services
and as their initial choice for Internet access service.

Business travelers today
typically have high-speed Internet access both at the office and at home, and
are now demanding high-speed access when traveling in order to take full
advantage of the Internets capabilities, and to productively use their time
during business trips. We believe that this demand for transient high-speed
Internet access (i.e. when away from home or office) will only continue to grow.
For business travelers, conventional dial-up Internet access is simply too slow
and, given its inherent productivity limitations, is in effect too expensive,.
As a result of these factors, we believe that numerous business travelers are
now basing their hotel selection in part on the ability of the hotel to provide
them with high-speed Internet

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access in their hotel room. Accordingly, we believe that hotel
properties must be able to offer business travelers high-speed Internet access
or risk losing customers and market share.

*(b) Technology Developments
and Wi-Fi*

Personal computers are
continually becoming faster and more powerful. Todays software and web-based
applications, many featuring advanced graphics handling, have ever-larger file
handling needs and capabilities. There have been impressive technology
developments in hardware and software in recent years to permit the handling of
these ever-bigger files and programs. These developments extend to
telecommunications and specifically Internet access.

Todays mass-market availability
of high-speed Internet access services, based on asymmetric digital subscriber
line (ADSL) and cable Internet wireline technologies, has readily displaced
the previously dominant, but low-speed, Internet access technology based on
dial-up telephone wireline Internet access. Due to the limitations on the
speed at which data can be transferred over telephone lines, dial-up Internet
access at 56 kilobits per second is significantly slower than high-speed
Internet access. High-speed ADSL or cable Internet access, at about 1.5 megabits
per second, is 25 to 30 times faster than dial-up Internet access. While even
higher Internet access speeds are available using other commercial-grade
wireline technologies (e.g. T1, etc.), for most business or consumer
applications few users can justify the significant commercial-grade expense
involved.

A key development in Internet
access is that of wireless Internet access technologies, based upon the IEEE
802.11 wireless-fidelity (or Wi-Fi) standards. Previously, all wireline
Internet access technologies required external modems and wires or cables that
attached directly to the users computer. While you still need a physical
wireline Internet access connection, todays Wi-Fi technologies do away with
the actual telephone line or cable connection directly attached to a users
computer. Accordingly, there are significant advantages to being Wi-Fi enabled.
Indeed, these advantages have lead to the emergence of a very active Wi-Fi
retail aftermarket for desk-top and laptop personal computer applications.
Today, a significant portion of business people travel with their laptops, and
many of these laptops feature OEM installed Wi-Fi equipment. Nex Connectivity
plans to build its business by installing Internet access networks targeting the
needs of business travelers. Wi-Fi is one of a number of enabling technologies
Nex Connectivity employs to provide its Internet access services. Theoretically,
Wi-Fi devices are able to transmit and receive at up to 11 million bits per
second, or about 200 times faster than a dial-up modem connection. In practice,
actual data transfer throughput rates are in the order of 5.5 to 8.5 Megabits
per second, which is still significantly faster than even high-speed ADSL and
cable.

Our Business

We are engaged through Nex
Connectivity in the business of marketing, designing, supplying, installing and
operating Internet access networks. More particularly, computer-based networks
that provide multiple access point, high-speed Internet access, serving many
concurrent users on the same network at numerous physical locations throughout
the hotel and other commercial property where the network is installed. We have
only completed the installation of one Internet access network at a Vancouver,
British Columbia hotel property, which is the sole Internet access network that
we currently operate. Our market opportunity is to serve the growing Internet
access needs of transient users, and in particular business travelers, in
high-demand locations under long-term contracts with property owners.

We have formulated a business
strategy to install high-speed Internet access networks employing wireless and
other networking solutions. We plan to target hotel properties, and more
specifically the needs of business travelers staying in those properties. We
believe our business model will be attractive to property owners because it
permits them to minimize their financial and operations risks in providing a
very desirable but highly specialized service to their guests. Specifically, the
property owner: (i) competes better, by being able to offer guests and other
users a high value-added service; (iii) out-sources specialized staffing
needs, as related to the specialized technical and operational issues involved
in designing, building, owning and operating a high-speed Internet access
network; (iii) avoids capital and operating costs, and the risks of
technological obsolescence; and (iv) earns an incremental income stream, through
revenue sharing. Further, our business model is based on installing specialized
Wi-Fi based networks, which are less expensive than conventional wireline ADSL
or cable networks.

Our plan of operations
contemplates that Nex Connectivity will commit with a property which physical
areas will have Internet access coverage. The actual coverage areas will be
dependent upon where the network equipment that permits a Wi-Fi network
connection, notably the Wi-Fi access points, are installed. The Wi-Fi access
points are effectively small radio transceivers. The physical properties of the
building, notably the amount and placement of concrete and steel structures used
in its construction and fittings, and electrical interference, especially in the
2.4 GHz microwave band range of the radio spectrum, will determine the relative
number and positioning of the Wi-Fi access points necessary to provide wireless
coverage. All of the Wi-Fi access points are in turn wired into the
custom-designed Internet access network that Nex Connectivity will install in
the property. The network itself involves both hardware (such as wire cabling,
routers, switches, and computer servers) and software (that authenticates users
and controls network operations).

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After securing a long-term Internet access services contract,
the steps involved in establishing an Internet access network system can be
summarized as follows:

1. Project management
      This involves first
          determining an overall project plan with clearly defined client commitments
          and project scope and which details the management processes to control
          the design, supplier sourcing, installation and commissioning stages.2. Design
      The Internet access
          network design will take into consideration the physical areas to be
          serviced, building structure and service equipment locations, access
          issues, current performance characteristics and physical requirements
          of OEM network components, including hardware, software, cabling, switches,
          wireless access points, modems, routers, antenna boosters, etc. Site
          visits are typically necessary during the design stage to test wireless
          reception and/or other equipment performance throughout the intended
          network service area.3. Supply
      The individual components
          of the network installation are sourced to appropriate suppliers. Supplier
          lead times will feature heavily in our supplier sourcing considerations.
          This phase also includes identification of the external, high-speed,
          leased-line Internet connection supplier who will provide the physical
          Internet access connection utilized by the Nex Connectivity Internet
          access network.4. Install
      The physical installation
          of all the on-site components comprising the network and connection
          of the network to the external, leased-line, high-speed Internet connection.
          It is planned that the property will provide at its own cost the relevant
          power supply outlets and the external, leased-line Internet connection.
          Installation requires physical access to the entire Internet access
          network service area (guest rooms, meeting rooms, lobby areas, service
          areas, etc.). Accordingly, there is significant coordination of effort
          required with property owner staff during this stage and the ensuing
          commissioning activities.5. Commission
      Once installation
          is complete, the network must be commissioned, which includes the following
          procedures:
        Hardware is adjusted so that the actual Internet access coverage
              areas match what was agreed
            Software is installed and made operational for user logon and
              authentication, and for management of concurrent user access,
            Staff training is completed covering network capabilities, and
              the handling of user enquiries and payment processing


The principal factors affecting
the overall timing of an installation include the availability of hotel service
staff, supplier lead times, and physical access to the intended network service
area, including the guest rooms and meeting facilities, at both the design and
installation stages. While hotel occupancy can be seasonal, any guest usage of
the intended network service area (e.g. guest rooms and meeting facilities) can
greatly influence the scheduling required. In the instance of the Empire
Landmark Hotel installation, the agreement was executed as of February 1, 2004.
Commissioning was completed and the system became fully functional in mid- to
late- May 2004, providing an elapsed time of approximately three and one-half
months. While it could be done faster, we consider three to four months to be
representative of the time-frame for the set-up of an Internet access network at
a hotel property, this being the elapsed time from executing the long-term
contract to the date that revenue operations commence.

The Empire Landmark installation
is Nex Connectivitys first Internet access service contract. We are attempting
to secure additional contracts for Nex Connectivity with other hotels within the
Vancouver, Canada market area. Our business strategy is to use the success of
our initial installations in order to establish Nex Connectivity in the market
place, firstly in Vancouver, Canada and then elsewhere, and to use the revenues
from our initial installations in order to expand our business and complete
additional installations.

While we continue to target and
complete our initial Internet access networks, we plan to keep Nex
Connectivitys staffing requirements at a minimum. 5G Wireless has provided two
key staff members to enable Nex Connectivity to complete and service its initial
projects. These individuals are Mr. Dennis Tan, chief technology manager, and
Mr. Ralph Anderson, user support manager. The services of Mr. Tan and Mr.
Anderson are being provided by 5G Wireless, our joint venture partner, at the
expense of Nex Connectivity as detailed above. We believe that Messrs. Tan and
Anderson will be able to complete the management and supervision of Nex
Connectivitys initial Internet access network installations, which will likely
involve the use of some sub-trades, without the requirement to hire additional
staff or contract personnel. Where necessary and appropriate to optimize
scheduling on an installation, certain of the work involved will be contracted
to third parties under the supervision of Messrs. Tan and Anderson. An example
of work to be contracted-out would include pulling cable from the ground floor
to upper floors in a hotel property installation.

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Based upon the long-term service
contracts we plan to negotiate with property owners, our plan of operations is
to design, supply, install and commission each Internet access network that Nex
Connectivity will then own. For each project, Nex Connectivity will provide
initial training for property staff and ongoing servicing and technical support.
Depending upon the hotel property, we expect that sales revenues will be earned
by Nex Connectivity based upon a fixed percentage split of user charges, a fixed
monthly amount, or a combination of both. The revenue sharing structure will be
formalized in the long-term service agreement, and will be the subject of
negotiations between us and the property owner, and will likely vary from
project to project.

We anticipate that any revenues
that we achieve will be subject to seasonal fluctuations in the hotel travel
market in Vancouver, Canada. Business travel drops during the summer months of
June, July and August, when Vancouver hotels are largely full of vacationing
tourists. Our experience to date indicates that our revenues are weaker in the
summer months, when business travel declines as compared to the rest of the
year, consistent with the anticipated seasonality in travel patterns. In
particular, Internet access revenues from meeting room services are
significantly less in summer months. We expect our revenues to be less during
the summer months than throughout the balance of the year due to this
seasonality in business travel.

Empire Landmark Operations

Under the terms of our five-year
contract with the Empire Landmark Hotel which will terminate May 21, 2009, Nex
Connectivity agreed to design, supply, install and commission, at our cost, all
the hardware and software comprising the network solution necessary to provide
high-speed Internet access to specified guest rooms and other selected areas of
the hotel, including the lobby and the meeting/convention rooms. For guests and
others who have their own Wi-Fi enabled laptop computers and other devices and
are using this network, our revenues can be categorized as being either from
individual guest use, where access is controlled through a prepaid card system,
or from event use, where access is controlled through an assigned event
account. This network and its ongoing support and maintenance comprise our
primary network operations at the Empire Landmark Hotel (Individual and Event
Access Operations). We completed the installation of our primary network
operations in May 2004. We subsequently extended our operations to accommodate
guests and others without their own Wi-Fi enabled devices through the
installation of an Internet kiosk and a Business kiosk in the hotel lobby
(Kiosk Operations). Nex Connectivity is obligated to provide periodic training
of hotel staff in order to support and facilitate the marketing and operation of
the Internet access services being provided at the Empire Landmark Hotel. The
agreement also provides that, in the event that we terminate the Internet
services agreement before March 1, 2007, the hotel will be entitled to keep all
of the hotel network equipment and associated assets no additional cost.

*(a) Individual and Event
Access Operations*

The Internet access network
installed at the Empire Landmark Hotel serves approximately 66 of the 357 guest
rooms in the hotel, as well as all meeting and conference rooms and the hotel
lobby. The guest rooms served are the top seven floors of the hotel, which the
hotel actively markets to its business traveler guests. Throughout the year,
occupancy rates at the Empire Landmark vary between 45% and 75%, largely due to
seasonal fluctuations driven by the volume of summer tourists. It is the hotels
understanding that occupancy rates for business travelers are subject to
somewhat less fluctuation than above.

Nex Connectivity has installed an
Internet access network at the Empire Landmark Hotel using industry standard
802.11b Wi-Fi equipment; in particular, Lucent Technologies and CISCO wireless
access points, which are strategically located throughout the hotel to provide
the required coverage. This means that any users wireless card or device that
complies with the 802.11 standard will be compatible with our network. A users
computer must also have a standard web browser to log onto our installed
Internet access network (i.e. web browsers such as Microsoft Internet Explorer
or Mozilla Firefox, which would need to be installed on the users computer
anyway, in order for them to otherwise access the Internet).

For individual Internet access,
hotel guests and others must first purchase a prepaid card from the hotels
front desk. This prepaid card, supplied at Nex Connectivitys cost, is imprinted
with a unique user ID and password. The password is covered by a protective,
removable, latex coating intended to be scratched off by the user. Users with an
802.11 Wi-Fi enabled devices and supported web browsers can connect to the Nex
Connectivity Internet access network through a simple logon procedure. For
security and authentication purposes, this logon procedure requires the input of
a valid ID and password from an unexpired prepaid card.

For meeting room and conference
(event) Internet access, hotel guests and others must first obtain an assigned
event account, with an associated ID and password, from Nex Connectivity
technical staff. Typically, such arrangements are handled through the hotels
catering office and then referred onto our technical staff, as the hotel
catering office is responsible for managing all event arrangements and
subsequent customer billings. Event users with 802.11 Wi-Fi enabled devices and
supported web browsers can connect to the Nex Connectivity Internet access
network through a simple logon procedure. For security and authentication
purposes, the logon procedure requires the input of a valid, assigned event
account ID and password.

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We had originally planned to
complete the design, supply, installation and commissioning of the Empire
Landmark Internet access network by March 31, 2004. However, full commissioning
was delayed into early May 2004 due to supplier manufacturing problems affecting
the delivery of the prepaid cards. The March 31, 2004 deadline specified in our
contract was extended by the mutual agreement of Nex Connectivity and the hotel
to May 31, 2004. The Empire Landmark network achieved full revenue operations in
May 2004.

*(b) Kiosk Operations*

For guests and others who do not
have computers and who need Internet access, Nex Connectivity has installed two
kiosks in the hotel lobby, an Internet kiosk and a Business kiosk, by partnering
with a third-party. The Internet kiosk has been installed pursuant to agreement
between Nex Connectivity and Paykiosks Internet Terminals Inc. (Paykiosks)
dated April 12, 2004. Under the terms of this agreement, Paykiosks agreed to
supply, install, operate and maintain the Internet kiosk, at Paykiosks expense,
at a location to be provided by Nex Connectivity in the hotel lobby area.
Ownership of the Internet kiosk remains with Paykiosks. Under the terms of the
agreement, charges for Internet kiosk usage are based on a pay-per-use basis,
which is handled directly by Paykiosks. The agreement with Paykiosks is
terminable by either Paykiosks or Nex Connectivity upon either party giving 90
days written notice to the other. Paykiosks will be entitled to remove the
Internet kiosk immediately upon expiry of the 90 day notice period.

Nex Connectivity entered into an
addendum to its agreement with Paykiosks whereby Paykiosks agreed to provide and
operate a second Internet kiosk that would feature additional functionality. We
refer to this second kiosk as the Business kiosk, as it will enable users to
use Microsoft Office or equivalent business software, to burn files to a CD
and/or print to a laser printer, in addition to accessing the Internet and
checking email. The Business kiosk is the subject of an addendum, which is dated
September 15, 2004, to the original Internet kiosk service agreement between Nex
Connectivity and Paykiosks. Under this addendum, Paykiosks will provide the
Business kiosk on the same terms as the original Internet kiosk service
agreement. This Business kiosk was installed in early October 2004. Ownership of
the Business kiosk remains with Paykiosks. The agreement regarding the Business
kiosk is subject to the same termination provisions as the original Internet
kiosk.

*(c) Revenues*

Nex Connectivity earns revenues
through revenue sharing agreements with the Empire Landmark Hotel (in respect of
our Individual and Event Access Operations) and Paykiosks (in respect of our
Kiosk Operations). The agreed retail pricing of all of our Internet access
services, as agreed between us and the hotel and Paykiosks as appropriate, is
subject to change in the future to meet evolving competitive market conditions.

Internet access revenues from the
Individual and Event Access Operations are shared between Nex Connectivity and
the Empire Landmark Hotel, with the hotel owner earning a commission computed as
15% of all prepaid card revenues and 10% of all event revenues, where revenues
are net of any refunds for service problems. The hotel renders services to Nex
Connectivity as follows: (i) front desk and catering staff handling of handling
initial customer contacts; (ii) front desk handling of prepaid card sales; (iii)
front desk handling of customer complaints and refund processing; (iv) front
desk handling of initial technical support enquiries; and; (iv) through assuming
all of the credit risk for subsequent collection of amounts owed. The amount of
revenues achieved will be dependent upon the usage of our services by hotel
guests and others. The principal factors that will affect our revenues are: the
percentage of business travelers at the hotel, the acceptance of the prepaid
access card system, and the number of events requiring Internet access. At May
31, 2005, the retail pricing for Individual and Event Access Operations was: (i)
individual users (prepaid cards)  CDN$12.40 for each 24 hour period (or
approximately $9.85 for 24 hours at current exchange rates), and; (ii) event
users (assigned event account)  CDN $200 a day (or approximately $159 a day
at current exchange rates).

Internet access revenues from
Kiosk Operations are shared between Nex Connectivity and Paykiosks, with
Paykiosks providing Nex Connectivity a commission computed as 20% of all kiosk
revenues. This commission is paid to Nex Connectivity as consideration for
providing the hotel lobby locations for the Internet and Business kiosks.
Paykiosks has also agreed to pay Nex Connectivity the monthly amount of CDN$40
per month (equal to approximately $32 per month at present exchange rates), for
providing the high-speed Internet access used for the Internet and Business
kiosks. At May 31, 2005, the retail pricing for usage of the kiosks was CDN$2.00
per ten minutes of Internet kiosk usage (equal to approximately $1.60 at present
exchange rates) and CDN$7.95 per 30 minutes of Business kiosk usage (equal to
approximately $6.33 at present exchange rates).

Further, and in respect of the
kiosks, Nex Connectivity entered into agreements with the hotel whereby the
hotel agreed that no portion of the revenue from the Internet kiosks would be
payable to the hotel. These agreements were the subject of addendums to the
original agreement between Nex Connectivity and the hotel dated March 31, 2004
and September 15, 2004.

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Employees

We currently have one part-time
employee, two part-time consultants and no full-time employees. Our part-time
employee is Mr. Joseph Bowes, our sole executive officer. Our part-time
consultants include Mr. Dennis Tan, our chief technical manager, and Mr. Ralph
Anderson, our user support manager. Messrs. Tan and Anderson provide their
services to us on a contract basis through Nexgen Consulting Inc.

Marketing

We are conducting our marketing
efforts using direct sales activities involving our directors and officers and
staff who contact property owners directly to discuss our Internet access
services and capabilities. We believe that this is the most effective method for
the initial marketing of our services, and to secure the initial Internet access
services contracts we are targeting. We plan to target hotel properties that are
typically situated in the downtown areas of major cities and near airports.
These properties are financially stable, well established and have high room
utilization rates. Our objective is to secure Internet access service contracts
and to earn revenues from properties whose guests and other users will provide
ongoing Internet usage.

Our marketing efforts to date
have focused entirely on properties in Vancouver, Canada, and have been
comprised of: (i) direct sales activities, intended to lead to; (ii) technical
assessments, intended to lead to; (iii) contract negotiations, intended to
result in the planned long-term Internet access services contracts. Over the
course of the past two years, our marketing efforts have focused on: (i)
securing an initial long-term hotel property contract in Vancouver with the
Empire Landmark Hotel, as a basis to secure additional Internet access service
contracts, and; (ii) securing further initial long-term contracts with other
local property owners.

Through our direct sales
activities we have canvassed all significant hotel properties in downtown
Vancouver and those close to the nearby international airport. Recent market
developments would indicate that the market is maturing and becoming more
competitive. In Gilders chosen initial geographic market, Vancouver, Canada, by
Spring 2005, substantially all of the downtown and airport hotel properties had
implemented some form of Internet access service for their guests. While this
has the effect of significantly limiting the available downtown hotel property
market for the Company, there has been some replacement of suppliers as hotel
properties have upgraded from dial-up to high-speed Internet access. We believe
our high-speed Internet access services compare favorably with that of our
competitors and Gilder plans to compete for such upgrading contracts. Further,
we believe other attractive hotel prospects may be available in nearby suburban
markets, which we are now researching. The Empire Landmark Hotel has recently
asked Gilder to consider an expansion of its system, with the prospect of at
least doubling the number of guest rooms being served. Discussions here are
still at a very preliminary stage, and we have yet to finalize the network
design for the expansion. No formal terms for a contract extension have been
discussed and any decision here will be delayed until the Fall 2005.

The technical assessments
resulting from our direct sales activities have led to six formal proposals, of
which the Empire Landmark was one. Two of these formal proposals led to contract
negotiations; the first in Spring 2003 which proved unsuccessful, and the other,
being the Empire Landmark Hotel, in late 2003 and early 2004, which culminated
in an executed contract in February 2004.

We have not entered into any
agreements for any Internet access services contracts or had any negotiations
for any such contracts since our agreement with the Empire Landmark Hotel. Hotel
property owners are typically very busy during the summer months. It is our
experience that hotel property owners have little time to focus on anything
other than dealing with the challenges of running a full hotel property during
the busy summer tourist season. Accordingly, we have focused our direct sales
efforts on the Winter and Spring time-periods. These marketing efforts have
included: (i) direct sales activities including follow-on and new contacts with
hotel property owners identified as prospective customers; (ii) updating our
website; (iii) professional re-working of our logo and graphics design elements,
with the objective of developing our corporate identity; and (iv) ongoing market
research and planning activities targeting hotel and other commercial properties
in the metropolitan Vancouver market area. We plan to continue our marketing
efforts throughout the next twelve months.

Our initial marketing efforts are
targeted at our planned hotel market niche and focus primarily on serving the
Internet access needs of business travelers. Our principal marketing efforts to
date have targeted hotel properties in the Vancouver, Canada market area. If we
are able to establish a business in the Vancouver, Canada area, of which there
is no guarantee, we plan on pursuing further sales growth in other targeted
niche markets in the Vancouver area and then elsewhere geographically, starting
in South-Western British Columbia and then moving onto other major centres
across Canada and the United States. There is no assurance that we will be able
to expand our business as planned.

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Proprietary Technology Development and Intellectual Property
Rights

We do not plan to develop the
individual components that will be incorporated into our technology solutions.
Rather, we intend to use existing commercially available technology solutions in
order to design, install and operate Internet access networks. Our business
success will depend in part upon our ability to incorporate the latest
technology developments into our Internet access networks in order to minimize
installation costs and to provide the greatest range of services to our
customers. Accordingly, we will require that our technical staff be responsible
for tracking industry developments affecting software, hardware and
telecommunications that could impact on our ability to develop improvements to
our Internet access networks. Our objective will be to ensure that we are
continuously improving our Internet access services in order to meet changing
user needs and to ensure the ongoing growth and satisfaction of our user
base.

The Internet access solutions
that we will provide to our customers will primarily be comprised of
commercially available hardware and software solutions. We anticipate that we
will not be required to develop any of the individual hardware and software
components that we will incorporate into our technology solutions. We will take
measures to ensure that our know-how and trade secrets are protected through the
execution of confidentiality agreements with third parties and through the
execution of confidentiality and non-circumvention agreements with employees and
consultants that we retain to carry out our business strategy. However, we
anticipate that we will not rely on patent and copyright law for protection of
any of our trade secrets or know-how. Accordingly, there is no assurance that
competitors will not independently develop similar know-how or otherwise obtain
to our know-how, trade secrets, concepts, ideas and documentation. Furthermore,
there is no assurance that confidentiality and non-competition agreements with
our employees and consultants will adequately protect our trade secrets and
know-how.

We will rely on commercially
available software programs in order to implement and operate our Internet
access networks. These third party software products will be critical to our
business. Accordingly, we plan to retain and renew such software licenses and
authorizations as are necessary for us to establish and continue our operations.
As a licensee, we will have no assurances as to the future availability of any
of the software that we require or the price at which the software owners charge
us for the licenses that we require. Increases in software licensing fees may
increase our cost of doing business. In addition, the inability or unwillingness
of a software owner to license software that we require to us would force us to
seek alternate software vendors and may result in increased costs and decreased
functionality.

Competition

We will continue to face competition from companies that
currently provide Internet access services to hotel properties, and possibly
from new market entrants in future:

|1. | We will face competition from the established
        and very large telecommunications companies that presently provide ADSL
        and cable Internet services to mass-market customers on a long-term
        subscriber basis. They may in future chose to develop specialized network
        solutions to serve the needs of short-term, transient
        use customers in hotel and other commercial property locations. While
        these wireline service providers have capital costs that are
        significantly higher than the Wi-Fi Internet access network solutions
        that we plan to offer, they have proven technology solutions that hotel
        owners may be more familiar with. As well, they could decide to supply
        their own Wi-Fi network solutions. Notwithstanding the costs involved,
        hotel property owners may decide to work with these service providers
        rather than with us. The major telecommunications service providers in
        the Vancouver market area include:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | We will face competition from other smaller
        Internet access service providers similar to the company that are providing
        Internet access network solutions for short-term, transient
        use customers, some of whom now serve the hotel property market niche.
        As discussed, our technology solutions do not contain any proprietary
        components. Accordingly, other companies can and will design technology
        solutions that may enable them to provide Internet access solutions to
        hotel properties at costs that are less than conventional DSL and cable
        Internet services.                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | We will face competition from hot
        spot operators who target hotel properties. While we believe that
        present hot spot technologies alone are not suitable for providing
        Internet access to individual guest rooms in a large hotel property, they
        may be appropriate for large common areas such as lobbies and meeting/conference
        rooms. The decision of hotel property owners to permit hot spot
        operators to provide services at their hotels may result in less demand
        for our Internet access networks. Competitors in this market in the Vancouver
        area include the following companies:                                                                                                                                                                                                                                                                                                                                                                                     

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| | (a) | FatPort, and;   
| | --- | ----------------
| |     |                 
| | (b) | Boingo Wireless.

As a general rule, we expect that all of our competitors will
have access to greater financial resources than we do, due to the startup nature
of our business. Accordingly, competitors may be able to develop Internet access
solutions that are technically superior to ours and may be able to devote
greater financial resources to the marketing of their services. Hotel property
owners may also elect to proceed with established competitors rather than
entering into agreements with a start-up company such as us. Due to these
factors, there is a significant risk that our business will be materially and
adversely impacted by competition.

Government Regulation

We anticipate that our Internet access network business will
not be subject to any direct regulation by any government agencies including, in
Canada, the Canada Radio, Telephone and Telecommunications Commission (the
CRTC) and, in the United States, the Federal Communications Commission (the
FCC). However, we will be required to comply with general government
regulations that are applicable to all businesses. We caution that in both
Canada and the United States, there are ongoing discussions about the regulation
of Internet operations and related economic activities. Topical issues include
the following:

| | 1. | Whether Internet access providers should continue to be classified as
      regulated Information Service Providers, rather than, in the
      United States, as Regulated Telecommunications Providers;                                                         
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                      
| | 2. | Whether Internet access providers should be required to contribute to
      a Universal Service Fund, which, in the United States, subsidizes
      phone services for rural and low-income consumers and supports Internet
      access for schools and libraries;
| |    |                                                                                                                                                                                                                                                                      
| | 3. | What regulations, if any, should apply to the evolving use of the Internet
      for data and telecommunications transmissions.                                                                                                                                      

In addition, the current regulatory situation in Canada and the
United States is subject to change, which change could include increased
regulation by the CRTC or the FCC. Increased regulation may result in increased
costs to us in carrying out our business operations. Increases in costs could
have the ultimate effect of reducing the usage of our Internet access networks
by our customers or may decrease our expected gross margins and profits.

Research and Development Expenditures

We have not incurred any research
or development expenditures since our incorporation.

Patents and Trademarks

We do not own, either legally or
beneficially, any patent or trademark.

RISK FACTORS

An investment in our common stock
involves a high degree of risk. Much of the information included in this annual
report includes or is based upon estimates, projections or other
forward-looking statements. Such forward-looking statements include any
projections or estimates made by us in connection with our business operations.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions, or other
future performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.

Such estimates, projections or
other forward-looking statements involve various risks and uncertainties as
outlined below. We caution readers of this annual report that important factors
in some cases have affected and, in the future, could materially affect actual
results and cause actual results to differ materially from the results expressed
in any such estimates, projections or other forward-looking statements. In
evaluating us, our business and any investment in our business, readers should
carefully consider the following factors.

If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

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If we do not successfully operate our initial Internet access network located at the Empire Landmark Hotel in Vancouver, Canada, then we will not achieve sufficient revenues to enable us to sustain operations and our
business may fail.

We have secured a contract to install and operate an Internet access network at the Empire Landmark Hotel property in Vancouver, British Columbia in February 2004. We completed the installation of this Internet access
network in May 2004 and operations commenced in May 2004. This contract is our first Internet access network installation and operation. The completion of this contract has consumed most of our available financial resources. We earn revenues on a
revenue sharing basis with the hotel property owner that is based on Internet usage. We own this network and accordingly, we have not been paid any up-front purchase price or installation fee by the hotel property owner. Our ability to increase our
revenues and a return on our investment on this installation contract will be dependent on our ability to generate and maintain usage of the Internet access network by hotel guests at the hotel property. If we are not successful in operating our
initial hotel Internet access networks by generating usage of the installed Internet access network, then we will not achieve revenues as planned. If we are not successful at earning revenues or if revenues are less than anticipated, we may not have
sufficient financial resources to continue with other network installations. In this event, we may not be able to continue business operations and our business may fail.

If we do not achieve additional financing or significant revenues from operations, then our business may fail.

We had cash of $8,982 and a working capital deficit of $67,768 as of May 31, 2005. Our plan of operations calls for us to spend approximately $125,000 over the next twelve-month period in pursuing our plan
of operations to establish our Internet access network installation business. In order to achieve our plan of operations, we will require additional financing. The amount of financing will be dependent in part on the amount of revenues that we are
able to generate from our initial hotel Internet access networks. There is no assurance that we will be able to achieve the necessary additional financing that will be sufficient for us to carry out our plan of operations for the next twelve months.
We anticipate that we will not be able to achieve conventional debt financing due to the start up nature of our business and our lack of tangible assets. Accordingly, we anticipate that any additional funds will be raised through equity financings
by way of additional sales of our common stock and/or securities that are convertible into shares of our common stock. There can be no assurance that additional financings will be available on terms acceptable to us, or at all. If we are not
successful in achieving additional financing, then we may not be able to continue our business operations and our business may fail.

If we are required to complete additional equity financings, then our existing shareholders may experience dilution.

We anticipate that any additional financing that we obtain will be in the form of equity financings, due to the start up nature of our business and our current inability to obtain conventional debt financing. Equity
financings would involve the sales of our common stock and/or sales of securities that are convertible or exercisable into shares of our common stock, such as share purchase warrants or convertible loans. There is no assurance that we will be able
to complete equity financings at prices that are not dilutive to our existing shareholders. The price of further equity offerings will be dependent on a number of factors, including our success in establishing and developing our business operations.
Accordingly, any additional financings may be on terms that are dilutive or potentially dilutive to our current shareholders.

If we do not achieve anticipated revenues or if our expenses are greater than anticipated, then we will have less funds with which to pursue our plan of operations and we will have to scale back our plan of
operations.

We have reported minimal revenues to date, including $11,501 for the fiscal year ended May 31, 2005. We currently do not have sufficient financial resources to carry out our plan of operations over the next twelve
months. Our plan of operations is predicated upon further financings to be sourced based upon our ability to earn revenues from operating our initial Internet access networks. If revenues from our initial installations are less than anticipated,
then we will have less funds with which to pursue our plan of operations. In addition, there is a risk that the anticipated expenses of completing installations of hotel Internet access networks will be greater than we have anticipated. In either of
these cases, we will be forced to scale back our plan of operations to conform our expenditures to our available funds, unless we are able to achieve additional financing. If we are forced to scale back our operations, there is no assurance that we
will be able to complete a sufficient number of hotel Internet access network installations in order for us to achieve sufficient revenues and cash flows to continue our business operations. In this event, our business may fail.

As we are a start up business that has minimal revenues. There is no assurance that we will achieve anticipated revenues or that our business will succeed.

We formed our joint venture with 5G Wireless in May 2003. Nex Connectivity Solutions, our joint venture company, secured its first contract for a hotel Internet access network installation in February 2004. Full
operations of the Internet access network commenced in May 2004. We face substantial risks to our ability to generate revenues and achieve anticipated revenues as we are in the start-up phase of our business. These risks to our ability to generate
revenues include our ability to:

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- Successfully operate our initial hotel Internet access network;
- Secure additional contracts for installing and operating new Internet
  access networks;
- Achieve revenues from Internet usage on the Internet access networks that
  we install and operate; and
- Manage and support on an ongoing basis the Internet access networks that
  we install, in order to ensure the reliable and efficient operation of these
  networks.

There is no assurance that we
will be able to successfully address these risks and generate revenues. Our
failure to address these risks will result in our failure to achieve revenues as
planned, and could have a material adverse effect upon our business and
financial condition.

The report from our auditor on
our consolidated financial statements expresses a substantial doubt about our
ability to continue as a going concern. There is no assurance that our business
will not fail.

Our consolidated financial
statements included with this annual report have been prepared assuming we will
continue as a going concern. Our independent auditors have made reference to the
substantial doubt about our ability to continue as a going concern in their
report upon our audited financial statements for the year ended May 31, 2005. As
discussed in the notes to our audited financial statements, we had accumulated
operating losses of $169,199 from our inception to May 31, 2005. Our
continuation is dependent upon our achieving a profitable level of operations as
well as obtaining further long-term financing. These factors raise substantial
doubt that we will be able to continue as a going concern. Our financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

We plan to enter into network
installation agreements that will require us to install Internet access networks
at our cost without any minimum revenue guarantees. If our revenues, of which
there is no guarantee, are less than anticipated, we will have less cash with
which to pursue our plan of operations and our business may fail.

Our business plan contemplates
that we will enter into Internet access network installation agreements with
hotel property owners where we will pay for the full up-front cost of
installation of the Internet access network. We anticipate that we will not be
able to negotiate any minimum revenue payments from hotel owners notwithstanding
that we will pay for the full up-front installation cost. Accordingly, if we do
not achieve the revenues planned from the operation of the Internet access
networks that we install, we may not be able to recover our associated capital
or even operating costs. In this event, we will have less cash with which to
pursue our plan of operations and our business may fail.

Our plan of operations calls
for the continued expansion of our business. Accordingly, we anticipate that we
will incur ongoing losses for the foreseeable future.

We will be required to undertake
significant expenses in connection with the marketing, design, supply,
installation, commissioning and operation of our initial hotel Internet access
networks. It is anticipated that our planned Internet access service contracts
will be structured on a revenue-sharing basis, whereby we will install the
network at our expense, it will be owned by us, and we will share the revenues
with property owners. We will earn revenues on an ongoing basis only from
Internet usage, rather than being paid upon the completion of an installation.
Accordingly, we anticipate that we will incur operating losses for the
foreseeable future.

We operate in a highly
competitive industry and our failure to compete effectively may adversely affect
our ability to generate revenue.

Larger, better-financed companies
compete directly with us. Such competition will potentially affect our chances
of achieving profitability, and ultimately adversely affect our ability to
continue as a going concern.

Our shareholders agreement for
Nex Connectivity contemplates that we and 5G Wireless will together provide it
financing. There is no assurance that either we or 5G Wireless will be able to
provide such financing. Failure of either us or 5G Wireless to provide such
financing on a timely basis may cause the business of Nex Connectivity to
fail.

Our Internet access network
business will be carried out in Canada by Nex Connectivity Solutions. Our
ownership interest in Nex Connectivity is governed by a shareholders agreement
between us and 5G Wireless. Our shareholders agreement contemplates that, upon a
demand made by the majority of the board of directors of Nex Connectivity, that
we and 5G Wireless will provide financing to Nex Connectivity as shareholders
loans on a pro rata basis. However, there is no assurance that either we or 5G
Wireless will be able to provide the necessary such financing to Nex
Connectivity Solutions. If either we or 5G Wireless are unable to provide the
necessary financing on a timely basis, then the business of Nex Connectivity
Solutions may fail. Further, if 5G Wireless provides financing and we do not,
then 5G Wireless will be entitled to repayment of the funds advanced as a
shareholders loan prior to any distribution of net income to us.

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As a result of our
shareholders agreement with 5G Wireless, even if Nex Connectivity achieves net
profits, of which there is no assurance, we will only be entitled to any
distribution of net profits only after all shareholders loans by us and 5G
Wireless to Nex Connectivity have been repaid.

As a result of our ownership
interest in Nex Connectivity, the shareholders agreement between us and 5G
Wireless provides that we are entitled to 51% of the net profits of Nex
Connectivity. These net profits will be paid to us and 5G Wireless first by the
repayment of all shareholders loans and second by payment of dividends. As of
May 31, 2005, we and 5G Wireless had advanced $21,000 and $10,000 respectively
to Nex Connectivity as shareholders loans.

If the cost of new technology
developments increases our cost of doing business, then our losses will
increase, we will have less funds with which to fund our business operations,
and our business may fail.

We plan to offer state-of-the-art
technology solutions to property owners. We believe that we will be required to
continually update our Internet access networks to incorporate technology
solutions that will enable us to offer our hotel customers the state-of-the-art
products and services that are demanded by business travelers. We believe this
will be necessary in order to satisfy the needs of business travelers at hotel
properties and to maintain a competitive advantage. However, incorporating the
latest technological developments into our Internet access networks may cause
the capital and operating costs to increase. If we are unable to achieve
additional revenues to cover these increased costs, then our losses will be
greater than anticipated and could have a material adverse effect upon our
business and financial condition.

As our joint venture partner,
5G Wireless is to provide specialized expertise and know-how regarding Internet
access network installations and operations. There is no assurance that we will
be able to carry out our plan of operations if 5G Wireless is unable to provide
the necessary technical expertise and personnel.

Under the terms of our joint
venture agreement with 5G Wireless, 5G Wireless is to provide specialized
expertise and know-how in the area of Internet access network installations and
operations. 5G Wireless will provide staff to fulfill the functional
responsibilities of the chief technical manager and user support manager
positions at Nex Connectivity. In the event of the departure of staff from
either position for any reason, or the inability of 5G Wireless to provide
ongoing technical expertise or support, then there is a risk that we will not be
able to carry out our plan of operations with the result that our business will
fail.

If the technology solutions
that we plan to incorporate into our Internet access networks become obsolete,
then we may not achieve expected revenues or profitability, and we will not have
sufficient funds with which to pursue our plan of operations and our business
may fail.

The Internet access networks we
install will be subject to obsolescence due to changing technologies, changing
industry standards, changing customer needs and new software introductions. If
our installed Internet access networks become obsolete, or if we fail to adapt
to new customer needs, then we may attain or maintain our expected level of
revenue, we will not achieve profitability, and we will have less funds with
which to pursue our plan of operations.

Interruptions in Internet
access caused by telecommunications carriers and other suppliers may cause us
not to be able to provide Internet access services to our customers, with the
result that our revenues may be lower than anticipated.

We will be relying on local
telecommunications and other companies to provide the telecommunications links
that will enable our users to access the Internet through our Internet access
networks. Accordingly, any service disruptions or capacity constraints suffered
by these third-party telecommunication providers could dramatically affect our
customers. We will have no means of remedying these problems or replacing these
services on a timely basis, or at all, in the event such problems. Our
operations will also be dependent on the extent to which these third-party
telecommunications providers are protected from operational disruptions, natural
disasters, power losses and other problems. Any accident, incident, system
failure or discontinuation of operations involving a third party supplier will
cause interruptions to our Internet service operations which would disrupt our
ability to provide Internet access services to our customers and, in turn,
result in our earning less revenue than anticipated and incurring additional
expenses, and could have a material adverse effect upon our business and
financial condition.

If we are unable to maintain
the security of our Internet access networks, then expenses associated with the
operation of our Internet access networks will be greater than anticipated and
revenues from operations will be less than anticipated.

Despite security measures that we
plan to implement, our Internet access network infrastructure may be vulnerable
to computer viruses, hacking or other similar disruptive problems caused by
customers, other Internet users, other connected Internet sites and
interconnecting telecommunications networks. Such problems caused by third
parties could lead to interruptions, delays, or cessation in service to our
customers. Inappropriate use of the Internet by third parties could also
potentially jeopardize the security of confidential information stored in our
computer systems or those of our customers. These security problems could cause
us to lose customers or even deter potential users from becoming customers.
Further, we anticipate that our customers will be using our Internet access
services to complete transactions of a commercial nature. Any

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network malfunction or security breach could cause such
transactions to be delayed, not completed at all, or completed with compromised
security. There can be no assurance that customers or others will not assert
claims of liability against us as a result of any failure or security breach.
Further, until more comprehensive security technologies are developed, security
and privacy concerns of potential customers may inhibit the growth of our
customer base and revenues. In view of these factors, our inability to maintain
the security of our networks could result in our expenses being greater than
anticipated and our revenues less than anticipated, each of which would increase
our losses, decrease our profitability and result in us having less cash with
which to pursue our plan of operations.

If the third-party equipment
hosting operators that we plan to rely upon suffer service or infrastructure
problems, then expenses associated with the operation of our Internet access
networks will be greater than anticipated and revenues will be less than
anticipated.

Our plan is to locate critical
server equipment dedicated to our Internet access services, including our
network operations centers, in an equipment hosting facility operated by an
independent third party. In this event, we will be relying on the equipment
hosting operator to provide security services, environmental HVAC controls, and
to provide redundant or back up equipment and telecommunications facilities.
However, despite these precautions, our operations will be subject to
disruptions in service or other unanticipated problems suffered by the equipment
hosting operator. Disruptions in our Internet access services could result in
our customers deciding to cancel or reduce the use of our services. Accordingly,
any disruption of our Internet access services due to system failures by the
third-party equipment hosting operator could have a material adverse effect upon
our business and financial condition.

We will have limited
proprietary protection for our technology solutions, as we plan to purchase
commercially available components, rather than develop and own our own
technologies.

We plan to design Internet access
networks using technology solutions based on commercially available hardware and
software. We do not plan to develop our own software or hardware products.
Accordingly, competitors will be able to purchase the same hardware and software
components that we will integrate into our Internet access networks.
Accordingly, there is a risk that competitors will replicate the technology
solutions that we provide to our customers. Further, we will be at risk to
hardware suppliers and software vendors who may increase their prices or may
discontinue their operations. If software vendors from whom we have purchased
software discontinue their operations, we may not be able to obtain support for
the software we have installed on our networks. If the prices of hardware and
software components that we integrate into our technology solutions are
increased, we may be forced to incur the increased expense or source different
components that may not be as well suited for our technology solutions. Based on
these factors, the fact that we do not own the proprietary technology underlying
our Internet access networks may cause our expenses to be greater than
anticipated and our revenues to be less than anticipated, each of which would
increase our losses, decrease our profitability and result in us having less
cash with which to pursue our plan of operations.

Our management has limited
experience in the deployment of Internet access networks. Accordingly, we may
not be able to carry out our plan of operations with the result that we may not
achieve significant revenues and our business may fail.

Our management and board of
directors have limited experience in the marketing and deployment of Internet
access networks. Our president, Mr. Joseph Bowes, does not have any scientific
training or technical expertise in the area of Internet access networks.
Accordingly, our management and board of directors may not be able to
successfully implement our plan of operations. If we are not able to
successfully market and deploy Internet access networks, then we will not
achieve our revenue targets, and we will have less cash with which to pursue our
plan of operations and our business will fail.

Business travelers may adopt a
wireless computing standard other than the Wi-Fi 802.11 protocol. Accordingly,
in future they may not be able to connect to our Internet access networks unless
we invest in new equipment and/or software to upgrade or replace our existing
network. In such an event, we will not earn the revenues that we anticipate from
our Internet access networks, we will have less cash with which to pursue our
plan of operations, and our business will fail.

We plan to install Internet
access networks that will enable users, including business travelers, to connect
using 802.11 Wi-Fi enabled laptop computers. If our targeted user market adopts
a different wireless protocol or purchases computer equipment that uses a
different wireless protocol, then our users may not be able to connect to our
Internet access networks unless we invest in new equipment and/or software to
upgrade or replace our existing networks. In this event, our revenues will be
reduced, we will have less cash with which to pursue our operations, and our
business may fail.

The introduction of new
government regulation could increase our expenses, reduce the amount of cash we
have with which to pursue our plan of operations and cause our losses to
increase

We anticipate that we will not be
subject to any direct regulation by any government agencies, although we will be
required to comply with general regulations that are applicable to all
businesses. We are currently not regulated by either the Canadian Radio
Telephone Telecommunications Commission (the CRTC) in Canada or the Federal
Communications

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Commission (the FCC) in the United States. However, Internet
related regulatory policies are continuing to develop and it is possible that
our business operations could be the subject of regulation from either the CRTC
or the FCC in the future. Additionally, it is possible that additional laws and
regulations may be adopted that directly impact on our business operations.
Additional laws and regulations could include laws and regulations governing
content, privacy, pricing, encryption standards, consumer protection, electronic
commerce, taxation, copyright infringement and other intellectual property
issues. Increased regulation governing the Internet or the installation and
operation of Internet access networks could increase our cost of doing business
and may result in a decline in Internet usage by business travelers and hotel
properties. Accordingly, increased government regulation could increase the cost
to us of carrying out our plan of operations with the result that our expenses
may be higher than anticipated, we will have less cash with which to pursue our
operations and we will incur greater losses.

Trading on the OTC Bulletin
Board may be volatile and sporadic, which could depress the market price of our
common stock and make it difficult for our stockholders to resell their
shares.

Our common stock is quoted on the
OTC Bulletin Board service of the National Association of Securities Dealers.
Trading in stocks quoted on the OTC Bulletin Board is often thin and
characterized by wide fluctuations in trading prices, due to many factors that
may have little to do with the companys operations or business prospects. This
volatility could depress the market price of our common stock for reasons
unrelated to operating performance. Moreover, the OTC Bulletin Board is not a
stock exchange, and trading of securities on the OTC Bulletin Board is often
more sporadic than the trading of securities listed on a quotation system like
Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have
difficulty reselling any of the shares.

Trading of our stock may be
restricted by the SECs penny stock regulations, which may limit a stockholders
ability to buy and sell our stock.

The Securities and Exchange
Commission has adopted regulations which generally define penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC, which provides information about penny
stocks and the nature and level of 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 the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, 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 level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

*NASD sales practice
requirements may also limit a stockholders ability to buy and sell our
stock.*

In addition to the penny stock
rules described above, the NASD (National Association of Securities Dealers
Inc.) has adopted rules that require broker-dealers who are recommending an
investment to a customer to have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative
low-priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customers financial
status, tax status, investment objectives and other information. Under
interpretations of these rules, the NASD believes that there is a high
probability that speculative low priced securities will not be suitable for at
least some customers. The NASD requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock and have an adverse effect on the
market for its shares.

If one or a number of
shareholders attempt to sell a large number of shares all at once or in blocks,
the market price of our shares would most likely decline.

Stock market prices are
determined by the laws of supply and demand. In the event that more shares are
offered for sale (the offers) than are ordered for purchase (the bids) at a
particular time and price, then, to the extent that a shareholder does indeed
intend to sell, those offering their shares for sale will need to replace their
original offers to sell with new offers at a lower price. To the extent that all
the shares they wish to sell are not bought at the new, lower price, they will
again have to replace

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their offers with new ones at an even lower price. The price
will fall until there are more shares purchased (based on orders for purchase)
than there are offered. The balance of supply and demand means that a large
number of shares being sold must seek sufficient bids, typically at ever-lower
prices, until they are all sold. This will cause the market price to decline.
Moreover, the offer or sale of a large number of shares at any price may cause
the market price to fall.

Because a portion of our
operating expenses and revenues are in Canadian dollars, our financial results
and operating condition may be impacted by currency fluctuations in the Canadian
dollar in comparison to the U.S. dollar.

Our reporting currency is the
U.S. dollar. The majority of our operating expenses are incurred in Canadian
dollars, as our operations are located in Vancouver, British Columbia, Canada.
In addition, presently all of our revenues are earned in Canadian dollars from
the operation of our sole installed Internet access network located in
Vancouver, Canada. Accordingly, our financial results and operating condition
will be affected by currency fluctuations in the Canadian dollar in comparison
to the U.S. dollar. An increase in the U.S. dollar in comparison to the Canadian
dollar will have the effect of decreasing the U.S. dollar amount of our
revenues, while at the same time decreasing the U.S. dollar amount of our
operating expenses. Similarly, a decrease in the U.S. dollar in comparison to
the Canadian dollar will have the effect of increasing the U.S. dollar amount of
our revenues while at the same time increasing the U.S. dollar amount of our
operating expenses. Our net profits will be decreased or our net losses will be
increased if either: (i) the decrease in our revenues attributable to currency
fluctuations exceeds the decrease in costs attributable to currency
fluctuations; or (ii) the increase in our revenues attributable to currency
fluctuations does not exceed the increase in costs attributable to currency
fluctuations.

Item 2. Description of Property.

We do not lease or own any real
property. Our head office is located at the business premises of Angus
Consulting, a private company controlled by Mr. Joseph Bowes, our sole executive
officer and a director, at 3639 Garibaldi Drive, North Vancouver, British
Columbia V7H 2W2, Canada. These services are provided pursuant to our management
agreement with Angus Consulting. We anticipate that these premises will be
sufficient for our initial operations. As discussed under Description of
Business, we plan to lease office space once our business operations are
expanded beyond our initial start-up phase.

Item 3. Legal Proceedings.

We are not currently a party to
any legal proceedings that have been or are currently being undertaken for or
against us nor are we aware of any contemplated.

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

We did not submit any matters to
our security holders to be voted upon during our fiscal year ended May 31,
2005.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters

Market for Common Stock

In the United States, our common
stock became eligible for trading on the National Association of Securities
Dealers OTC Bulletin Board under the symbol GDRE on May 18, 2005. There were
no trades of our common stock on the OTC Bulletin Board during our fiscal year
ended May 31, 2005.

Holders of Our Common Stock

On August 15, 2005, the
shareholders list of our common shares showed 105 registered shareholders and
7,855,000 shares outstanding.

Dividends

We have never declared or paid
any cash dividends on our common stock. We currently intend to retain future
earnings, if any, to finance the expansion of our business. As a result, we do
not anticipate paying any cash dividends in the foreseeable future. There are no
restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends.

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The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:

| | 1. | We would not be able to pay our debts as they become
        due in the usual course of business; or                                                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                   
| | 2. | Our total assets would be less than the sum of our
        total liabilities plus the amount that would be needed to satisfy the
        rights of shareholders who have preferential rights superior to those
        receiving the distribution.

Recent Sales of Unregistered Securities

We did not sell any securities without registration under the
Securities Act of 1933 during our fiscal year ended May 31, 2005.

Nevada Anti-Takeover Laws

Nevada revised statutes sections
78.378 to 78.3793 provide state regulation over the acquisition of a controlling
interest in certain Nevada corporations unless the articles of incorporation or
bylaws of the corporation provide that the provisions of these sections do not
apply. The statute creates a number of restrictions on the ability of a person
or entity to acquire control of a Nevada company by setting down certain rules
of conduct and voting restrictions in any acquisition attempt, among other
things. Our articles of incorporation expressly state that these provisions do
not apply. Accordingly, we are not governed by these provisions regarding
acquisitions of controlling interests.

Item 6. Management Discussion and Analysis or Plan of
Operation.

The following discussion should
be read in conjunction with our audited consolidated financial statements and
the related notes for the years ended May 31, 2005 and 2004, which appear
elsewhere in this Annual Report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include but are not limited to those discussed below and elsewhere
in this annual report, particularly in the section entitled Risk Factors in
this Annual Report.

Overview

We are still in our infancy as a
viable commercial entity, and consequently our focus has been on the
identification of market needs, the development of products and services to meet
these needs, the establishment and operation of our initial Internet access
network and upon direct sales activities in our initial geographic market of
Vancouver, Canada. We will attempt to secure additional long-term Internet
services contracts. We believe that securing additional long-term Internet
service contracts will assist us in attracting additional financing to allow us
to add the needed resources in order to support the growth of our operations.
Despite our objectives, there are no assurances that any such long-term Internet
services contracts can be secured, or that we will be able to attract additional
financing on acceptable terms, if at all. Should we be unable to achieve the
anticipated contracts or to attract additional financing on acceptable terms,
our ongoing business and future success may be adversely affected.

PLAN OF OPERATIONS

We anticipate that we will expend
approximately $125,000 over the next twelve months pursuing our plan of
operations as outlined below, subject to our achieving the necessary financing.
These anticipated expenditures are broken down as follows:

Estimated Expenditures
      Required During the Next Twelve MonthsOperating expendituresOperations and
      technical support
    $18000Marketing, general
      and administrative
    43,000Total operating expenditures
    61,000Capital expenditures (1)
    64,000Total
    $125,000


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|Notes: | (1) Capital costs include $59,000 for the network
        operations center and three hotel installations, and $5,000 for office
        equipment.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------

Our plan of operations for the
next twelve months is set forth below, subject to our obtaining the requisite
financing:

Operations and Technical Support

We plan to attempt to secure
additional installation contracts with additional hotel property owners for the
installations of our Internet access networks. Our objective is to complete two
to three additional new Internet access network installations during the next
twelve months. In the next twelve months, it is also planned that we will incur
development costs for expanding the functionality of the management information
systems employed in our network operations centers in order to increase the
sophistication of the billing options that we are able to offer to hotel
property and other clients. We anticipate that we will incur costs of up to
$59,000 for these additional network installations, additional network
operations center equipment and the billing software development work during
this period.

As our business expands, we plan
to locate our network operations center at the facilities of a third-party,
computer equipment hosting service provider. We anticipate leasing third-party
hosted network operations center facilities, at a cost of approximately $400 per
month, after the completion our third network installation.

As our operations requirements
expand, and likely after the completion of our second network installation, we
anticipate leasing packaged office premises of approximately 300 square feet for
our operations and technical support staff at a cost of approximately $400 per
month.

Staffing costs are expected to be
the largest operations and technical support expense and are estimated at
approximately $12,500 for the next twelve months as we continue our strategy of
staffing these activities on a permanent part-time basis.

Marketing and Sales

We will continue our marketing
efforts over the next twelve months with the objective of attempting to secure
additional contracts for Internet access network installations. Our anticipated
marketing and sales costs will include the point-of-sales materials (signage,
brochures, stickers, prepaid cards, etc.) utilized at our client properties and
our corporate marketing expenditures (web site, presentation materials, etc.).
By far the largest actual sales and marketing expense is the staffing cost for
the time for our market research, direct selling, technical assessment, and
contract negotiation activities. Our overall staffing costs reflect our limited
resources, namely one permanent employee, two part-time consultants and no
full-time employees. Accordingly, marketing and sales staffing costs are not
broken out separately from either our operations and technical support or our
general and administrative staffing expenses.

General and Administrative Expenses

We anticipate spending
approximately $43,000 on ongoing operating and administrative expenses. It is
also planned that a further amount of $5,000 will be spent on the purchase of
office equipment. In our first twelve months of operations, we anticipate that
our monthly operating costs will grow to an average of approximately $2,500 per
month. Amongst other things, these ongoing expenses will include staffing our
ongoing sales and marketing activities, and the professional expenses related to
our year-end audit and of complying with our ongoing quarterly and annual
regulatory reporting obligations under the Securities Exchange Act of 1934.

Our cash position was $8,982 as
of May 31, 2005 as compared to $27,394 at May 31, 2004 and we had a working
capital deficit of $67,768 as of May 31, 2005 as compared to working capital of
$5,978 at May 31, 2004. Accordingly, we will require additional funding of
approximately $200,000 over the next twelve-month period in order to enable us
to pursue our plan of operations and to pay our accrued liabilities.

We do not have sufficient funds
on hand to satisfy our estimated cash requirements to execute our plan of
operations for the next twelve months without securing additional financing.
Further, there is no assurance that actual cash requirements will not exceed our
estimates, in which case we will require additional financing to pursue our plan
of operations, provide working capital and to pay for operating expenses and
capital requirements.

If we do not achieve the
necessary additional financing, or if the additional financing that we achieve
is less than required, then we will scale back our operations according to the
funds available to us. Specifically, we will not install any additional Internet
access networks, purchase any office equipment, establish a network operations
center, lease any premises, hire staff or expand our sales and marketing
efforts. If we do not achieve any additional financing, we anticipate that we
will be

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able maintain current operations for approximately six months
based on current cash and working capital and revenues from our initial Internet
access network installation, as discussed below under Financial Condition and
Liquidity. Notwithstanding that we believe we are able to continue our
operations for the next six months without additional financing, additional
financing will be required in order to enable us to complete any additional
Internet access network installations and expand our revenue base.

There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, if and when it is needed, we
will be forced to scale down or perhaps even cease the operation of our
business.

There is no assurance that we
will be able to meet our revenue objectives or that we will have access to
adequate capital resources on a timely basis, or at all, sufficient to enable us
to carry out our plan of operations. We anticipate that our financing
requirements will increase if: (a) the costs of implementing our business plan
are greater than anticipated; or (b) the revenues we earn from the Empire
Landmark Hotel Internet access network installation should decline in future. We
anticipate that if we pursue any additional financing, the financing would be an
equity financing achieved through the sale of our common stock. We do not have
any arrangement in place for any debt or equity financing. If we are successful
in completing an equity financing, existing shareholders will experience
dilution of their interest in our company. In the event we are not successful in
obtaining such financing when necessary, we may not be able to proceed with our
business plan, and we will be forced to scale down or perhaps even cease the
operation of our business.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements have
been prepared on a going concern basis. We have accumulated an operating deficit
of $169,199 from our inception to May 31, 2005. In the long-term, our ability to
continue as a going concern is dependent upon our ability to generate profitable
operations in the future and/or to obtain the necessary financing to meet our
obligations and repay our liabilities arising from normal business operations
when they come due. The outcome of these matters cannot be predicted with any
certainty at this time. We plan to satisfy our working capital needs primarily
by issuing equity securities These financial statements do not include any
adjustments to the amount and classification of assets and liabilities that may
be necessary should we be unable to continue as a going concern.

Property, Plant and Equipment and Depreciation

Property, plant and equipment are
stated at cost. Depreciation is computed over the estimated useful life using
the straight-line method. Long-lived assets used by our company are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. We continuously evaluate the
recoverability of our long-lived assets based on estimated future cash flows and
the estimated fair value of such long-lived assets, and provide for impairment
if such undiscounted cash flows are insufficient to recover the carrying amount
of the long-lived asset.

BASIS OF PRESENTATION OF FINANCIAL INFORMATION

Our consolidated financial
statements are stated in U.S. dollars and are prepared in accordance with US
generally accepted accounting principles. We are currently in the development
stage and present our financial statements in accordance with Statement of
Financial Accounting Standard ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises".

Included in our consolidated
financial statements are the accounts of the Company and our subsidiaries,
Gilder Tech Ventures Inc. (incorporated on March 26, 2003, wholly-owned) and Nex
Connectivity Solutions Inc. (incorporated on March 25, 2003, 51% owned). 5G
Wireless, a Singapore company, owns the remaining 49% of Nex Connectivity
Solutions. Our consolidated balance sheet reflects as a minority interest 5G
Wireless's 49% interest in the book value of net assets of Nex Connectivity
Solutions. The value of the minority interest of 5G Wireless is $Nil as of May
31, 2005 and May 31, 2004 due to the fact that the interest of 5G Wireless in
the cumulative net losses of Nex Connectivity Solutions is greater than the
contribution of 5G Wireless to Nex Connectivity Solutions. On our statement of
operations, we consolidate our accounts and those of our subsidiaries (including
Nex Connectivity Solutions). Our consolidated income or losses are reduced by 5G
Wireless's 49% minority interest share in the net income or loss of Nex
Connectivity Solutions to the extent of its contributed capital.

As the interest of 5G Wireless in
the deficit of Nex Connectivity Solutions equaled its share of the capital of
Nex Connectivity Solutions as at May 31, 2005 and May 31, 2004, no further share
of losses will be charged against 5G Wireless. Subsequent earnings (losses) will
be allocated entirely to our interest in Nex Connectivity Solutions until such
previously absorbed losses are recovered. Consequently, the minority interest of
5G Wireless in Nex Connectivity Solutions will only be increased by its
proportionate share of net income in Nex Connectivity Solutions after its share
of the losses that was absorbed by us have been recovered in the future.

RESULTS OF OPERATIONS

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Revenues

We earned revenues of $11,501
during our year ended May 31, 2005, compared to revenues of $1,159 for the year
ended May 31, 2004 (which reflected only one month of revenue operations). All
of our revenues to date have been attributable to the Internet access network
installed at the Empire Landmark Hotel in Vancouver, British Columbia. There is
no assurance that initial revenues will be indicative of future revenues from
the Internet access network installed at the Empire Landmark Hotel.

Our business plan is to earn
revenues from Internet access fees, paid by hotel guests and others, at hotel
and other commercial properties where we have installed Internet access
networks. We anticipate that revenues will be shared between ourselves and the
hotel property owners based upon negotiated revenue sharing agreements. We also
anticipate that we will pay the up-front cost of the installation of any
additional Internet access networks, without contribution from the hotel
property owner, prior to achieving revenues from any additional Internet access
networks.

Operating Expenses

We incurred operating expenses in
the amount of $88,027 for the year ended May 31, 2005, compared to operating
expenses of $51,538 for the year ended May 31, 2004. Operating expenses for the
year ended May 31, 2005 included expenses incurred in connection with the
preparation of our Form SB-2 registration statement.

We incurred operations and
technical support expenses in the amount of $11,797 during the year ended May
31, 2005, compared to $3,254 during the year ended May 31, 2004. These expenses
were incurred in connection with the operation of our Internet access network at
the Empire Landmark Hotel. These expenses included the approximately $800 per
month payable to Nexgen Consulting for the services of Messrs. Tan and Anderson.
We anticipate that this operations and technical support expenses will, at a
minimum, be maintained during the current fiscal year. In the event that we are
able to establish additional Internet access networks, these expenses will
increase. Also, we anticipate that our marketing expenses will increase during
the current fiscal year, as we plan to increase our marketing activities once
the summer tourism season in Vancouver is over.

We incurred $12,754 in office and
administrative services expenses during the year ended May 31, 2005, compared to
$13,233 during the year ended May 31, 2004. Office and administration services
expenses in each year were attributable primarily to management services
provided by Angus Management, a private company controlled by Mr. Joseph Bowes,
our president and a director. We pay Angus Management a fee of $900 per month
plus out-of-pocket expenses for management and administration services.

We incurred professional fees of
$58,921 the year ended May 31, 2005, compared to $34,316 during the year ended
May 31, 2004. These professional fees were attributable primarily the
preparation of our Form SB-2 registration statement and our ongoing quarterly
and annual regulatory reporting obligations under the Securities Exchange Act of
1934. We expect that these expenses will continue in the next fiscal year,
albeit at a somewhat more reduced level.

We anticipate that our operating
expenses will increase substantially over the next twelve-month period due to
the fact that we plan to expand our business operations, provided we are able to
achieve additional financing.

FINANCIAL CONDITION AND LIQUIDITY

Our cash position was $8,982 as
of May 31, 2005 as compared to $27,394 at May 31, 2004 and we had a working
capital deficit of $67,768 as of May 31, 2005 as compared to working capital of
$5,978 at May 31, 2004.

Loan from Angus Consulting

We obtained a loan in the
principal amount of $25,000 from Angus Consulting, a private company controlled
by Mr. Joseph Bowes, our president, on October 26, 2004. This loan bears
interest at the rate of 5% per annum and is due and payable upon demand at any
time after October 26, 2005. The loan was obtained by us in order to provide us
with working capital necessary to enable us to fund our operational expenses,
including marketing expenses.

Plan of Operations

As discussed above under Plan of
Operations, we anticipate that we will be spending approximately $125,000 over
the next twelve-month period pursuing our plan of operations, subject to our
achieving additional financing. We anticipate that we will require additional
funding equal to approximately $200,000 over the next twelve-month period in
order to enable us to pursue this plan of operations and to pay our accrued
liabilities. If we do not achieve this additional financing, or if the
additional

Page 21

---

financing that we achieve is less than required, then we will
scale back our operations according to the funds available to us, as discussed
above under Plan of Operations.

Nex Connectivity Solutions

We have advanced $21,000 to Nex
Connectivity Solutions as of May 31, 2005 in order to fund its start-up
operations and its initial Internet access network installation. During our
fiscal year ended May 31, 2005, Nex Connectivity repaid $4,500 of the
outstanding amount to us with the consent of 5G Wireless. We have not advanced
any additional funds to Nex Connectivity Solutions since May 31, 2005. 5G
Wireless has provided equipment and software with fair value of $10,000 to Nex
Connectivity Solutions. There is no assurance that 5G Wireless will advance any
additional funds to Nex Connectivity Solutions. Such amounts are repayable on a
non-interest bearing basis at the earlier of a discretionary repayment at the
option of Nex Connectivity Solutions or on departure as a Nex Connectivity
Solutions shareholder.

As a consequence of the
provisions of the shareholders agreement that contemplate reinvestment by Nex
Connectivity Solutions of any profits earned, we will not be able to require
repayment of the shareholders loan that we have advanced to Nex Connectivity
Solutions for as long as we remain a shareholder of Nex Connectivity Solutions.
As a result, we will be required to finance our operations until that date from
existing working capital and from future financings.

Additional Financings

We anticipate that if we pursue
any additional financing, the financing would be an equity financing achieved
through the sale of our common stock. We do not have any arrangement in place
for any debt or equity financing. If we are successful in completing an equity
financing, existing shareholders will experience dilution of their interest in
our company. In the event we are not successful in obtaining such financing when
necessary, we may not be able to proceed with our business plan.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

DISCONTINUED OPERATIONS

We were originally incorporated to pursue mineral exploration
and development business opportunities. We acquired an option to acquire an
interest in the Mon Property in June 2002. We determined in January 2003 to
abandon our mineral exploration and development business. Due to this
discontinuation of our prior business, our results of operations for the year
ended May 31, 2003 from continued operations reflects expenses associated with
our current business activities from January 31, 2003 to May 31, 2003.

Item 7. Financial Statements

Our financial statements are
stated in United States dollars and are prepared in accordance with United
States generally accepted accounting principles.

Our audited consolidated
financial statements for the years ended May 31, 2005 and May 31, 2004, as set
forth below, are included with this Annual Report:

| | (i)   | The Report of Independent Registered Public Accounting
        Firm of BDO Dunwoody LLP, Chartered Accountants on our consolidated financial
        statements for the years ended May 31, 2005 and May 31, 2004.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                   
| | (ii)  | Consolidated Balance Sheets as at May 31, 2005 and
        May 31, 2004.                                                                                                                                          
| |       |                                                                                                                                                                                                                   
| | (iii) | Consolidated Statements of Operations for the years
        ended May 31, 2005 and 2004, and for the cumulative period from April
        25, 2002 (Inception) to May 31, 2005.                                   
| |       |                                                                                                                                                                                                                   
| | (iv)  | Consolidated Statement of Changes in Stockholders
        Equity (Capital Deficit) for the cumulative period from April 25, 2002
        (Inception) to May 31, 2005.                                            
| |       |                                                                                                                                                                                                                   
| | (v)   | Consolidated Statements of Cash Flows for the years
        ended May 31, 2005 and 2004, and for the cumulative period from April
        25, 2002 (Inception) to May 31, 2005.                                   
| |       |                                                                                                                                                                                                                   
| | (vi)  | Notes to the Consolidated Financial Statements.                                                                                                                                                                   

Page 22

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Gilder Enterprises, Inc.(A Development Stage Company)

Consolidated Financial StatementsMay 31, 2005 and 2004 
  (Stated in US Dollars)



F-1

---

Gilder Enterprises, Inc.(A Development Stage Company)

Consolidated Financial StatementsMay 31, 2005 and 2004 
  (Stated in US Dollars)

|                                                                      | Contents
|--------------------------------------------------------------------- | --------
|                                                                      |         
|Report of Independent Registered
      Public Accounting Firm         |         
|                                                                      |         
|Consolidated Financial Statements                                     |         
|                                                                      |         
|Balance
      Sheets                                                  |         
|                                                                      |         
|Statements
      of Operations                                        |         
|                                                                      |         
|Statements
      of Changes in Stockholders Equity (Capital Deficit) |         
|                                                                      |         
|Statements
      of Cash Flows                                        |         
|                                                                      |         
|Summary
      of Significant Accounting Policies                      |         
|                                                                      |         
|Notes
      to the Financial Statements                               |         

F-2

---

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders of 
  Gilder Enterprises, Inc.(A Development Stage Company)

We have audited the Consolidated Balance Sheets of Gilder
  Enterprises, Inc. (a development stage company) as at May 31, 2005 and 2004
  and the related Consolidated Statements of Operations, Changes in Stockholders
  Equity (Capital Deficit) and Cash Flows for the years then ended and the cumulative
  period from April 25, 2002 (inception) to May 31, 2005. These financial statements
  are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of
  the Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the financial statements are free of material misstatement. The Company is not
  required to have, nor were we engaged to perform, an audit of its internal control
  over financial reporting. Our audits included consideration of internal control
  over financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion
  on the effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements, assessing the accounting principles used and significant estimates
  made by management, as well as evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  Gilder Enterprises, Inc. as of May 31, 2005 and 2004 and the results of its
  operations and its cash flows for the years then ended and the cumulative period
  from April 25, 2002 (inception) to May 31, 2005 in accordance with United States
  generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  consolidated financial statements, the Company had accumulated operating losses
  of $169,199 since its inception and has a working capital deficit of $67,768.
  These conditions raise substantial doubt about the Companys ability to
  continue as a going concern. Managements plans in regard to these matters
  are described in Note 1. These consolidated financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.

/s/ BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada 
  August 11, 2005

F-3

---

Gilder Enterprises, Inc.(A Development Stage Company)

Consolidated Balance Sheets(Stated in US Dollars)May 31
      
      2005
      
      
      2004AssetsCurrentCash
      $
      8,982
      
      $
      27,394Receivables
      
      1,945
      
      
      1,87110,927
      
      
      29,265Computer equipment and software(Note 5)
      
      13,819
      
      
      18,374Total Assets
      $
      24,746
      
      $
      47,639Liabilities and Stockholders Equity (Capital Deficit)LiabilitiesCurrentAccounts payable
        and accrued liabilities
      $
      29,847
      
      $
      10,903Due to related party (Note 2)
      
      48,848
      
      
      12,38478,695
      
      
      23,287Loans payable(Note 4(a))
      
      10,000
      
      
      10,00088,695
      
      
      33,287Stockholders equity (Capital Deficit)Share capitalAuthorized100,000,000
        shares of preferred stock,par
        value $0.001 per share100,000,000
        shares of common stock,par
        value $0.001 per shareIssued7,855,000
        (2004  7,855,000 ) shares ofcommon
        stock
      
      7,855
      
      
      7,855Additional paid-in
        capital
      
      97,395
      
      
      97,395Deficit accumulated in the development
        stage
      
      (169,199
      )
      
      (90,898
      )(63,949
      )
      
      14,352Total Liabilities
        and Stockholders Equity (Capital Deficit)
      $
      24,746
      
      $
      47,639


The accompanying summary of significant accounting policies and
  notes are an integral part of these consolidated financial statements.

F-4

---

Gilder Enterprises, Inc.(A Development Stage Company)

Consolidated Statements of Operations(Stated in US Dollars)April 252002(inception) toFor the year ended May 31
      
      
      May 312005
      
      
      2004
      
      
      2005(Cumulative)RevenuesInternet access
        services
      **$**
      11,501
      
      $
      1,159
      
      $
      12,660Operating ExpensesDepreciation
      
      4,555
      
      
      735
      
      
      5,290Operations and technical support
      
      11,797
      
      
      3,254
      
      
      15,051Professional fees
      
      58,921
      
      
      34,316
      
      
      102,153Office and administrative services
      
      12,754
      
      
      13,233
      
      
      36,402**Total
        operating expenses**
      
      88,027
      
      
      51,538
      
      
      158,896Operating loss
      
      (76,526
      )
      
      (50,379
      )
      
      (146,236
      )Other expenseInterest, net
      
      (1,775
      )
      
      -
      
      
      (1,714
      )Loss from continued operations beforeminority interest
      
      (78,301
      )
      
      (50,379
      )
      
      (147,950
      )Minority interest
      
      -
      
      
      185
      
      
      37Loss from continued operations
      
      (78,301
      )
      
      (50,194
      )
      
      (147,913
      )Loss from discontinued operations(Note
        6)
      
      -
      
      
      -
      
      
      (21,286
      )Net loss for
        the period
      **$**
      (78,301
      )
      $
      (50,194
      )
      $
      (169,199
      )Basic and diluted loss per share- continued operations
      **$**
      (0.01
      )
      $
      (0.01
      )
      $
      (0.02
      )- discontinued
        operations
      
      -
      
      
      -
      
      
      (0.00
      )Net loss per share
      **$**
      (0.01
      )
      $
      (0.01
      )
      $
      (0.02
      )Weighted average outstanding shares
      
      7,855,000
      
      
      7,855,000
      
      
      7,654,673


The accompanying summary of significant accounting policies and
  notes are an integral part of these consolidated financial statements.

F-5

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

Consolidated Statement of Changes in Stockholders Equity (Capital
        Deficit)(Stated in US Dollars)Deficit
      
      
      TotalAdditional
      
      
      Accumulated
      
      
      StockholdersCommon Stock
      
      
      Paid-in
      
      
      in the
      
      
      EquityShares
      
      
      Amount
      
      
      Capital
      
      
      Development
      
      
      (Capital Deficit)Issued on April 25, 2002 (inception) at $0.001 per share
      4,000,000
      
      $
      4,000
      
      $
      -
      
      $
      -
      
      $
      4,000Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      (2,931
      )
      
      (2,931
      )Balance, May 31, 2002
      4,000,000
      
      
      4,000
      
      
      -
      
      
      (2,931
      )
      
      1,069Issued in June 2002 at $0.02 per share
      3,750,000
      
      
      3,750
      
      
      71,250
      
      
      -
      
      
      75,000Issued in May 2003 at $0.25 per share
      105,000
      
      
      105
      
      
      26,145
      
      
      -
      
      
      26,250Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      (37,773
      )
      
      (37,773
      )Balance, May 31, 2003
      7,855,000
      
      
      7,855
      
      
      97,395
      
      
      (40,704
      )
      
      64,546Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      (50,194
      )
      
      (50,194
      )Balance, May 31, 2004
      7,855,000
      
      
      7,855
      
      
      97,395
      
      
      (90,898
      )
      
      14,352Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      (78,301
      )
      
      (78,301
      )Balance, May 31, 2005
      7,855,000
      
      $
      7,855
      
      $
      97,395
      
      $
      (169,199
      )
      $
      (63,949
      )


The accompanying summary of significant accounting policies and
  notes are an integral part of these consolidated financial statements.

F-6

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

Consolidated Statements of Cash Flows(Stated in US Dollars)April 252002(inception) toFor the year ended May 31
      
      
      May 312005
      
      
      2004
      
      
      2005(Cumulative)Cash provided by (used in)Operating activitiesNet loss from continued operations
      $
      (78,301
      )
      $
      (50,194
      )
      $
      (147,913
      )Adjustments to
        reconcile net loss fromcontinued
        operations to cash used inoperating activitiesDepreciation
      
      4,555
      
      
      735
      
      
      5,290Minority interest
      
      -
      
      
      (185
      )
      
      (37
      )Increase
        in receivables
      
      (74
      )
      
      (1,871
      )
      
      (1,945
      )Increase in accounts payable andaccrued liabilities
      
      18,944
      
      
      2,829
      
      
      29,847Cash used in continuing operations
      
      (54,876
      )
      
      (48,686
      )
      
      (114,758
      )Cash used in discontinued operations
      
      -
      
      
      -
      
      
      (21,286
      )(54,876
      )
      
      (48,686
      )
      
      (136,044
      )Financing activitiesShares issued
        for cash
      
      -
      
      
      -
      
      
      105,250Investment by minority interest
      
      -
      
      
      -
      
      
      37Increase in amounts
        due to related party
      
      36,464
      
      
      10,884
      
      
      48,84836,464
      
      
      10,884
      
      
      154,135Investing activitiesPrepaid equipment deposits
      
      -
      
      
      16,724
      
      
      -Purchase of network
        equipment
      
      -
      
      
      (9,109
      )
      
      (9,109
      )-
      
      
      7,615
      
      
      (9,109
      )Net increase (decrease) in cash
      
      (18,412
      )
      
      (30,187
      )
      
      8,982Cash,beginning of period
      
      27,394
      
      
      57,581
      
      
      -Cash,end of period
      $
      8,982
      
      $
      27,394
      
      $
      8,982Supplemental InformationInterest and taxes paid
      $
      -
      
      $
      -
      
      $
      -The following transactions which
        did not result in cash flows have been excluded from financing andinvesting activities:Acquisition of
        assets from 5G Wireless
      $
      -
      
      $
      (10,000
      )
      $
      (10,000
      )Loans payable to 5G Wireless for
        theacquisition of assets
      $
      -
      
      $
      10,000
      
      $
      10,000


The accompanying summary of significant accounting policies and
  notes are an integral part of these consolidated financial statements.

F-7

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Summary of Significant Accounting Policies
|------------------------------------------
|(Stated in US Dollars)                    

|Basis of Presentation | These financial statements are
        stated in US dollars and are prepared in accordance with US generally
        accepted accounting principles. The Company is currently in the development
        stage and presents its financial statements in accordance with Statement
        of Financial Accounting Standard (SFAS) No. 7, Accounting
        and Reporting by Development Stage Enterprises.                                                                                                                                                                                                                                                                            
|--------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      | Included in the financial statements are
        the accounts of the Company and its subsidiaries Gilder Tech Ventures
        Inc. (incorporated on March 26, 2003, wholly-owned) and Nex Connectivity
        Solutions Inc. (incorporated on March 25, 2003, 51% owned (Note 4)). 
          
        All significant intercompany transactions and balances have been eliminated
        on consolidation.                                                                                                                                                                                                                                                                             
|
|
|
|
|
|
|
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Use of Estimates      | The preparation of financial
        statements in accordance with generally accepted accounting principles
        requires management to make estimates and assumptions that affect the
        reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements, and the
        reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from managements best estimates as additional
        information becomes available in the future.                                                                                                           
|
|
|
|
|
|
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Income Taxes          | The Company follows the provisions
        of SFAS No. 109, Accounting for Income Taxes, which requires
        the Company to recognize deferred tax liabilities and assets for the expected
        future tax consequences of events that have been recognized in the Companys
        financial statements or tax returns using the liability method. Under
        this method, deferred tax liabilities and assets are determined based
        on the temporary differences between the financial statement carrying
        amounts and tax bases of assets and liabilities using enacted rates in
        effect in the years in which the differences are expected to reverse.
|
|
|
|
|
|
|
|
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Financial Instruments | The Companys financial
        instruments consist of cash, receivables, accounts payable and accrued
        liabilities, amounts due to related party and loans payable. Unless otherwise
        noted, it is managements opinion that the Company is not exposed
        to significant interest, currency or credit risks arising from these financial
        instruments. The fair values of these financial instruments, except for
        loans payable, approximate their carrying values due to the short-term
        or demand nature of the instruments. The fair value of the non-interest
        bearing loans payable was not practicable to determine                
|
|
|
|
|
|
|
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Loss Per Share        | Loss per share is computed in
        accordance with SFAS No. 128, Earnings Per Share. Basic loss
        per share is calculated by dividing the net loss available to common stockholders
        by the weighted average number of common shares outstanding for the period.
        Diluted loss per share equals basic loss per share at May 31, 2005 and
        2004 because there are no common stock equivalents.                                                                                                                                                                                                                                                              
|
|
|
|

F-8

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Summary of Significant Accounting Policies
|------------------------------------------
|(Stated in US Dollars)                    

Computer equipment and softwareComputer equipment and software
          are recorded at cost. Expenditures for repairs and maintenance are charged
          to expense as incurred. Depreciation is computed using the straight-line
          method over the estimated useful lives of the assets as follows:Computer equipment 
        Software
        
      5 years 
        3 yearsManagement reviews the carrying
          value of the long-lived assets whenever events or changes in circumstances
          indicate that the carrying value of the assets might be impaired and
          the carrying value may not be recoverable. Management evaluate the recoverability
          of long-lived assets based on estimated future cash flows and the estimated
          fair value of such long-lived assets, and provide for impairment if
          such undiscounted cash flows are insufficient to recover the carrying
          amount of the long-lived assets.Revenue Recognition
      Revenue from Internet access
          service is recognized when the service is provided. Proceeds from the
          sale of the prepaid access card will be deferred and recorded as customer
          deposits until such time as the service is provided and the revenue
          is earned.Foreign Currency Translation
        and Transactions
      The Company's functional
          currency is the United States dollar, however, the functional currency
          of both of its subsidiaries is the Canadian dollar as substantially
          all of their operations are in Canada. Assets and liabilities of subsidiary
          operations denominated in a foreign currency are translated into US
          dollars at the exchange rate in effect at the period end. Revenue and
          expenses are translated at the average rates of exchange prevailing
          during the periods. The cumulative effects of these translation adjustments
          will be included in the Accumulated Other Comprehensive Loss account
          in Stockholders' Equity (Capital Deficit). Because the Canadian operating
          subsidiary only commenced operations in May 2004, as at May 31, 2004
          and 2005, the accumulated other comprehensive loss was an insignificant
          amount.Transactions conducted
          in currencies other than the respective functional currency are recorded
          using the exchange rate in effect on the transaction date. At the period
          end, monetary assets and liabilities are translated to the functional
          currency using the exchange rate in effect at the period end date. Transaction
          gains and losses are recorded in the Statement of Operations.Comprehensive Income
      The Company has
          adopted SFAS No. 130, "Reporting Comprehensive Income", which establishes
          standards for reporting and display of comprehensive income, its components
          and accumulated balances. The Company will be disclosing this information
          on its Statements of Operations and Changes in Stockholders' Equity
          (Capital Deficit). Comprehensive income is comprised of net income (loss)
          and all changes to stockholders' equity except those resulting from
          investments by owners and distributions to owners. Comprehensive loss
          equals the reported net loss for the periods presented. F-9


---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Summary of Significant Accounting Policies
|------------------------------------------
|(Stated in US Dollars)                    

Comparative Figures
      Certain of the comparative
          figures have been reclassified to conform with the current year's presentation.
          These reclassifications had no effect on the net loss or accumulated
          deficit as previously presented.New Accounting Pronouncements
      On December 16, 2004, the Financial Accounting Standards Board (FASB)
            issued Statement of Financial Accounting Standards (SFAS)
            No. 123 (revised 2004), Share-Based Payment. SFAS No.
            123(R) would require the Company to measure all employee stock-based
            compensation awards using a fair value method and record such expense
            in its consolidated financial statements. In addition, SFAS No. 123(R)
            will require additional accounting related to the income tax effects
            and additional disclosure regarding the cash flow effects resulting
            from share-based payment arrangements. For public entities that file
            as a small business issuer, SFAS No. 123(R) is effective for the first
            interim or annual reporting period beginning after December 15, 2005.
          In December 2004, FASB issued SFAS No. 153 to amend Opinion 29 by
            eliminating the exception for non-monetary exchanges of similar productive
            assets and replaces it with general exception for exchanges of non-monetary
            assets that do not have commercial substance. A non-monetary exchange
            is defined to have commercial substance if the future cash flows of
            the entity are expected to change significantly as a result of the
            exchange. The provision of this Statement is effective for non-monetary
            asset exchanges occurring in fiscal periods beginning after June 15,
            2005 and should be applied prospectively.
          In June 2005, the FASB issued Statement 154, Accounting Changes
            and Error Corrections which replaces APB Opinion 20 and FASB
            Statement 3. Statement 154 changes the requirements for the accounting
            and reporting of a change in accounting principle. Opinion 20 previously
            required that most voluntary changes in accounting principles be recognized
            by including the cumulative effect of the new accounting principle
            in net income of the period of change. Statement 154 now requires
            retrospective application of changes in accounting principle to prior
            period financial statements, unless it is impractical to determine
            either the period-specific effects or the cumulative effect of the
            change. The statement is effective for fiscal years beginning after
            December 15, 2005.
          Management does not expect the adoption of these statements to have
            a material impact on the Companys results of operations or financial
            position. F-10


---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Notes to the Consolidated Financial Statements
|----------------------------------------------
|(Stated in US Dollars)                        

|1. | Nature of Business and Ability to Continue Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Gilder Enterprises, Inc. was incorporated on April
        25, 2002 under the laws of the State of Nevada. The Company was originally
        established to pursue mineral exploration and development business opportunities.
        In January 2003, the Company abandoned its mineral exploration activities.
        In May 2003, the Company entered into an agreement with a Singapore company
        whereby the Company and the Singapore company would pursue opportunities
        to provide high speed Internet access to hotel and other targeted properties.
        Pursuant to the agreement, the Company has become a 51% stockholder in
        Nex Connectivity Solutions Inc. (Nex Connectivity) while the
        Singapore company controls the remaining 49% of shares of the subsidiary
        (Note 4). Nex Connectivity commenced revenue-generating operations in
        May 2004. Cumulative revenues to May 31, 2005, totaled $12,660. In
        fiscal 2005, Internet access service revenues were $11,501.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The accompanying financial statements have been prepared
        on a going concern basis, which contemplates the realization of assets
        and the satisfaction of liabilities and commitments in the normal course
        of business. As at May 31, 2005, the Company had accumulated operating
        losses of $169,199 since its inception and has a working capital deficit
        of $67,768. The continuation of the Company is dependent upon achieving
        a profitable level of operations as well as obtaining further long-term
        financing. Management plans to raise equity capital to finance the operations
        and capital requirements of the Company. The Company has committed all
        of its financial resources as at May 31, 2005 to complete the development
        of the Companys business plan. It plans to continue operating its
        Internet access network in a hotel property in Vancouver, Canada, its
        marketing efforts to secure further contracts involving the design, installation
        and operation of additional Internet access network(s), and efforts to
        secure further long-term financing. While the Company is expending its
        best efforts to achieve the above plans, there is no assurance that such
        activity will generate sufficient funds to sustain operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These conditions raise substantial doubt about the
        Companys ability to continue as a going concern. These financial
        statements do not include any adjustments relating to the recoverability
        and classification of recorded asset amounts or amounts and classification
        of liabilities that might arise from this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-11

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Notes to the Consolidated Financial Statements
|----------------------------------------------
|(Stated in US Dollars)                        

|2. | Due to Related Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On October 26, 2004, the Company entered into a loan
        with Angus Consulting Inc., a private company controlled by the Companys
        President, for a principal amount of $25,000. The loan is repayable
        at anytime on or after October 26, 2005, unsecured and evidenced by a
        convertible promissory note. It bears interest at the rate of 5% per annum,
        with accrued interest payable on the anniversary of the loan. All outstanding
        amounts of the principal and accrued interest are convertible at the option
        of Angus Consulting Inc. into shares of the Companys common stock
        at any time prior to repayment at a price of $0.25 per share. As at
        May 31, 2005, accrued interest payable on the loan amounted to $747.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Under US generally accepted accounted principles,
        Emerging Issues Task Force (EITF) No. 00-27 requires the value
        of the beneficial conversion feature associated with convertible instruments
        to be recorded as a discount and to be amortized over the term of the
        related convertible instrument using the effective interest rate method.
        When a company issues a convertible instrument that is convertible into
        common stock, the value of the beneficial conversion feature is computed
        by comparing the proceeds of the convertible instrument allocated to the
        common stock portion of the conversion option and the fair value at the
        commitment date of the common stock to be received by the holder upon
        conversion. For the above noted convertible promissory note, no beneficial
        conversion feature was recorded, as the fair value of the common stock
        on the commitment date equals the proceeds of the convertible instrument.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Other amounts due to the Companys president,
        totaling $23,101 at May 31, 2005 (May 31, 2004 - $12,384), are
        unsecured, non-interest bearing and repayable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-12

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Notes to the Consolidated Financial Statements
|----------------------------------------------
|(Stated in US Dollars)                        

|3. | Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In 2003, the Stockholders approved the 2003
        Stock Option Plan (the Plan) for directors, officers, and
        employees of the Company and its subsidiaries. The maximum number of common
        shares to be issued under the Plan initially is 400,000 shares of common
        stock, provided that the number of common shares that may be reserved
        for exercise of options granted to any person shall not be at any given
        time more than 3% of the Companys issued shares. Under the Plan,
        stock options are granted at the discretion of the Board of Directors.
        Options granted must be exercised no later than ten years (five years
        in the case of an incentive stock option granted to a holder of 10% of
        the Companys common stock) after the date of the grant or such lesser
        periods as any applicable regulations may require, unless otherwise specified.
        Unless otherwise specified, options granted vest at the rate of not less
        than 20% per year such that they are fully vested on the date which is
        no later than five years after the date of grant. The aggregate fair market
        value of the common stock issued with respect to the exercising of incentive
        options by a holder shall not exceed $100,000 per calendar year. For
        incentive options or any options granted to qualified employees, the exercise
        price shall not be less than the fair market value of the Companys
        common stock on the grant date. (In the case of options granted to a holder
        of more than 10% of the Companys common stock, the option price
        must not be less than 110% of the market value of the common stock on
        the grant date.)
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | No options have been granted from inception
        through May 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-13

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Notes to the Consolidated Financial Statements
|----------------------------------------------
|(Stated in US Dollars)                        

|4. | Commitments - Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company has agreed pursuant to a shareholders
        agreement with 5G Wireless to provide management services and advance
        up to $40,000 to Nex Connectivity as a loan in order to fund its start-up
        operations and its initial Internet access network installation. 5G Wireless
        has agreed to provide (i) certain network hardware and software valued
        at $10,000 (ii) the technical expertise and support of its employees,
        and (iii) a license of certain software developed by 5G Wireless for the
        management of the Internet access networks. 5G Wireless and its President
        have each provided a guarantee of repayment of the loan advances to be
        made under the shareholders agreement. These guarantees are in turn
        supported by corresponding general security agreements. As at May 31,
        2005, the Company had advanced $21,000 (2004 - $25,500) to Nex
        Connectivity as a loan pursuant to the shareholders agreement. Such
        amount has been eliminated on consolidation. In the first quarter of the
        2004 fiscal year, as required by the shareholders' agreement, 5G Wireless
        provided certain hardware and software equipment, as well as the license
        of the software to Nex Connectivity. The acquisition of the assets was
        initially recorded at its fair value of $10,000 with the corresponding
        charges to loans payable. These loans payable are non-interest bearing
        and are repayable from the net profits of Nex Connectivity available to
        be distributed upon the approval of the Board of Directors of Nex Connectivity
        or when 5G Wireless ceases to be a shareholder of Nex Connectivity.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-14

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Notes to the Consolidated Financial Statements
|----------------------------------------------
|(Stated in US Dollars)                        

5. Computer equipment and software

2005
      
      
      2004Computer equipment
      $
      13,609
      
      $
      13,609Software
      
      5,500
      
      
      5,50019,109
      
      
      19,109Accumulated depreciation
      
      5,290
      
      
      735Net book value
      $
      13,819
      
      $
      18,374


|6. | Discontinued Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company was originally incorporated to pursue mineral
        exploration and development business opportunities. In June 2002, the
        Company entered into an option agreement to acquire a mineral property
        in the Northwest Territories in Canada. In January 2003 the Company terminated
        the option agreement and discontinued its original mineral exploration
        activities. In May 2003, the Company entered into an agreement to pursue
        opportunities to provide high speed Internet access to hotel and other
        targeted properties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | To the date of abandoning its original business activities
        the Company had earned no revenues. Accordingly, all of the expenses for
        its discontinued operations, as summarized and under-noted below, are
        included as a single line item on the Statement of Operations. There were
        no assets or liabilities pertaining to the mineral exploration business
        on hand at May 31, 2005 or 2004.                                                                                                                                                     

F-15

---

Gilder Enterprises, Inc. 
  (A Development Stage Company)

|Notes to the Consolidated Financial Statements
|----------------------------------------------
|(Stated in US Dollars)                        

|7. | Income Taxes                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                     
|   | The tax effects of temporary differences that give rise
        to the Companys deferred tax assets are as follows:

| |                                |   | 2005    |   |   | 2004    |  
| | ------------------------------ | - | ------- | - | - | ------- | -
| | Net losses carry-forward       | $ | 55,979  |   | $ | 30,905  |  
| | Valuation allowance            |   | (55,979 | ) |   | (30,905 | )
| | Deferred tax asset (liability) | $ | -       |   | $ | -       |  

| |                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------
| | The provision for income taxes differ from the amount computed using the
      federal statutory income tax rate as follows:

| |                                                   |   | For the year ended |  
| | ------------------------------------------------- | - | ------------------ | -
| |                                                   |   | May 31             |  
| |                                                   |   | 2005               |  
| |                                                   |   |                    |  
| | Provision (benefit) at the federal statutory rate | $ | (25,074            | )
| | Increase in valuation allowance                   |   | 25,074             |  
| |                                                   |   |                    |  
| |                                                   | $ | -                  |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At May 31, 2005, the Company had losses available for
        income tax purposes of approximately $164,000 (2004 - $90,000), which,
        if not used, will expire on various dates from 2022 to 2025.
      The Company evaluates its valuation allowance requirements
        based on projected future operations. Management has recorded an allowance
        because it believes it is more likely than not that the future income
        tax benefits of the current loss will not be realized. When circumstances
        change and this causes a change in managements judgement about the
        recoverability of deferred tax assets, the impact of the change on the
        valuation allowance will be reflected in current income.

F-16

---

Item 8. Changes in And Disagreements with Accountants on
Accounting and Financial Disclosure

None.

Item 8A. Controls and Procedures

As required by Rule 13a-15 under
the Securities Exchange Act of 1934, as of the end of the period covered by this
Annual Report, being May 31, 2005, we have carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer. Based upon this evaluation, our chief executive officer and
chief financial officer concluded that our disclosure controls and procedures
are effective as at the end of the period covered by this report.

During our most recently
completed fiscal year ended May 31, 2005, there were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to affect, our internal control over financial reporting.

Disclosure controls and
procedures and other procedures that are designed to ensure that information
required to be disclosed in our reports filed or submitted under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time period specified in the Securities and Exchange Commissions rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed in
our reports filed under the Securities Exchange Act of 1934 is accumulated and
communicated to management including our president and secretary as appropriate,
to allow timely decisions regarding required disclosure.

The term internal control over
financial reporting is defined as a process designed by, or under the
supervision of, the registrants principal executive and principal financial
officers, or persons performing similar functions, and effected by the
registrants board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrants assets that could have a material effect on the
        financial statements.                                                                                                                                          

Item 8B. Other information

None.

Page 23

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PART III

Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold
office until the next annual meeting of the stockholders or until their
successors have been elected and qualified. The officers of our company are
appointed by our board of directors and hold office until their death,
resignation or removal from office. As of August 15, 2005, our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:

Name
      Position Held with the
        Company
      Age
      Date First Elected or AppointedJoseph G. Bowes
      *President, Secretary, Treasurer, Chief Executive*
        *Officer, Chief Financial Officer and Director*
      51
      April 25, 2002Jun Nam Johnny Lee
      Director
      44
      January 25, 2004


Business Experience

Set forth below is a brief
description of the background and business experience of each of our executive
officers and directors for at least the past five years.

Mr. Joseph G. Bowes, President, Secretary,
Treasurer, Chief Executive Officer and Chief Financial Officer and
Director

Mr. Bowes was appointed to our
board of directors as our president, secretary, treasurer, chief executive
officer and chief financial officer on April 25, 2002. Mr. Bowes is the
president and founder of Angus Consulting, a private consulting firm owned by
Mr. Bowes that specializes in providing advisory services for start-up and
growth stage companies. Mr. Bowes founded Angus Consulting in 1988. Mr. Bowes
was a director of Nicholas Financial, Inc., a publicly traded consumer finance
company on the Vancouver Stock Exchange (now TSX Venture Exchange) and NASDAQ,
based in Florida from August 1991 to December 1998. Mr. Bowes was the corporate
controller of Cevaxs Corporation a private internationally based provider of
videocassette rental services through more than 4,000 convenience store
locations throughout North America, from April 1986 to November 1987. Mr. Bowes
was the chief financial officer and a director of Achievers Media Corporation, a
publicly traded franchise company on the Vancouver Stock Exchange (now TSX
Venture Exchange), involved in the development and marketing of employee
training through an established franchise network in Canada and the United
States from May 1988 to May 1990. Mr. Bowes was a management consultant with the
firm of Price Waterhouse from July 1982 to April 1986. Mr. Bowes is a Chartered
Accountant and has an MBA from the University of Western Ontario. Mr. Bowes was
a director of The Electric Mail Company Inc., a publicly traded company on the
Vancouver Stock Exchange (now TSX Venture Exchange), from November 1997 to June
1998.

Mr. Bowes devotes approximately
fifteen percent (15%) of his business time, approximately six (6) hours per
week, to our business.

Mr. Jun Nam (Johnny) Lee, Director

Mr. Lee was appointed to our
board of directors on January 25, 2004. Mr. Lee is the managing director of
Nanpong (Hing Kee) Corporation Ltd., which is involved in real estate
development and trading, and building materials trading, principally in Hong
Kong, PRC. Mr. Lee has been the managing director of Nanpong since joining the
firm in 1992. Prior to this, Mr. Lee was active as an investor and/or senior
manager in a number of businesses with established operations in Canada, Hong
Kong and mainland China involved in the travel industry and manufacturing. In
1987, Mr. Lee earned a Bachelor of Business Administration Degree from Simon
Fraser University in Vancouver, Canada.

Mr. Lee devotes his business time
  to our business as required to enable him to make decisions regarding our business
  and operations as one of our directors and to otherwise discharge his duties
  as one of our directors. Mr. Lee does not participate in our day to day business
  operations.

Page 24

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Significant Employees

Nex Connectivity Solutions, our majority-owned joint venture
  subsidiary, currently has two significant consultants who are not executive
  officers or directors as described as follows:

Mr. Dennis Tan, Chief Technology Manager, Nex
Connectivity Solutions

Mr. Dennis Tan, who is the chief
technology manager of Nex Connectivity Solutions, was previously the vice
president of technical operations for 5G Wireless in Singapore from June 2001 to
September 2002 and is the brother of the controlling shareholder and president
of 5G Wireless. Mr. Dennis Tan was closely involved in the early implementation
of the commercial wireless Internet access networks business of 5G Wireless. He
has assisted in the design and implementation of several wireless network
projects, including hotels and convention centers. He has extensive experience
in testing, de-bugging and maintaining fully operational network systems. Mr.
Tan graduated from Simon Fraser University in Vancouver, British Columbia with a
Bachelors of Arts in Economics in 1996. He also holds a post-graduate
qualification from the Information Technology Institute in Vancouver, British
Columbia. Mr. Dennis Tan was a customer service supervisor with HSBC Bank Canada
from November 1998 to August 2000. Mr. Tan completed a diploma course in applied
information technology from the Information Technology Institute in Vancouver,
British Columbia during the period from September 2000 to June 2001. Mr. Dennis
Tan has served as a senior technical consultant for Roam Zone Inc., a Singapore
company engaged in the business of installation of wireless Internet networks,
from October 2002 to present.

Mr. Tan commenced providing
services to us through Nexgen Consulting Inc. effective April 1, 2004, as
described below. Mr. Tan provided technical services to us commencing in March
2004.

Mr. Ralph Anderson, User Support Manager, Nex
Connectivity Solutions

Mr. Anderson is the user support manager for Nex Connectivity
  Solutions. Mr. Anderson is a trained computer support specialist, with extensive
  industry experience dating from 1997. Mr. Anderson was born and educated in
  Vancouver, Canada and completed his computer technician education and training
  in 1997 through the CDI College in Vancouver, Canada. Mr. Anderson has undertaken
  a significant variety of contract work involving computer systems installation,
  configuration and support, as well as network administration and customer support.
  In 1988, Mr. Anderson started Dust Busters Computer Maintenance Services, his
  wholly owned computer maintenance firm serving small business and residential
  clients.

Mr. Anderson commenced providing services to us through Nexgen
Consulting Inc. effective June 1, 2005, as described below.

The services of Mr. Tan and Mr. Anderson are provided to Nex
Connectivity Solutions pursuant to an agreement between us and 5G Wireless dated
April 1, 2004. Under this agreement, 5G Wireless provides the services of Mr.
Tan and Mr. Anderson to Nex Connectivity Solutions in consideration of a fee of
CDN$1,000 per month, based on two standard hotel properties. Mr. Tan and Mr.
Anderson are employees of Nexgen Consulting Inc., a private company owned by 5G
Wireless and are not employees of either us or Nex Connectivity Solutions.

Family Relationships

There are no immediate family
relationships among any of our directors or officers or significant employees.

Committees of the Board Of Directors

We presently do not have an audit
committee, compensation committee, nominating committee, an executive committee
of our board of directors, stock plan committee or any other committees.
However, our board of directors is considering establishing various committees
by the end of our next fiscal year ended May 31, 2006.

Audit Committee Financial Expert

We have no financial expert on
  our Board of Directors. We believe the cost related to retaining a financial
  expert at this time is prohibitive. We believe that the members of our Board
  of Directors are collectively capable of analyzing and evaluating our financial
  statements and understanding internal controls and procedures for financial
  reporting. Further, given our early stage of development, we believe that retaining
  an independent director who would qualify as an audit committee financial
  expert would be overly costly and burdensome and is not warranted in our
  circumstances given the early stage of our development.

Page 25

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Code of Ethics

We have presently not adopted a
  code of ethics due to the fact that we are in the early stage of our operations
  and our operations are limited to the operation of one Internet access network
  at a hotel property. We will plan to adopt a code of ethics if we are able to
  expand our business by installing and operating additional Internet access networks.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our executive officers and directors
and persons who own more than 10% of a registered class of our equity securities
to file with the Securities and Exchange Commission initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our common stock and other equity securities, on
Forms 3, 4 and 5 respectively. Executive officers, directors and greater than
10% shareholders are required by the Securities and Exchange Commission
regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the
copies of such forms received by us, we believe that, during the year ended May
31, 2005 all filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with, with the
exception of the following:

Name
      Number of
      Late Reports
      Number of
      Transactions Not Reported on a Timely Basis
      Failure to File
        Requested FormsJoseph G. Bowes
      0
      0
      0Jun Nam Johnny *Lee(1)*
      1
      0
      1  (1)
      The named director failed to file Form 3 
          Initial Statement of Beneficial Ownership with the Securities and Exchange
          Commission upon our becoming a reporting issuer under the Securities
          Exchange Act of 1934.


Item 10. Executive Compensation

The table below summarizes all
compensation awarded to, earned by, or paid to our chief executive officer, Mr.
Joseph Bowes, for all services rendered in all capacities to us for the fiscal
years ended May 31, 2005, 2004 and 2003. We do not have any other executive
officers other than Mr. Bowes.

Summary Compensation TableName
      Title
      Year
      Annual Compensation
      Long Term CompensationSalary
      Bonus
      Other Annual Compensation
      Restricted 
        Stock Awarded
      Options/ SARs (#)
      LTIP payouts ($)
      All Other CompensationJoseph G. Bowes(1)
      President, 
        Secretary, 
        Treasurer, 
        CEO, CFO 
        and Director
      2005 
        2004 
        2003
      $0   $0   $0
      0 
        0 
        0
      $10,800 (1) 
        $10,800 (1) 
        $9,900 (1)
      0 
        0 
        0
      0 
        0 
        0
      0 
        0 
        0
      0 
        0 
        0


|Note: | (1) | All amounts were paid to Angus Consulting
        (Angus Consulting), a private company controlled by Mr. Bowes,
        our sole executive officer, as fees for management and administrative
        services pursuant to a management and administrative services agreement
        described below under Management Services Agreement.
|----- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mr. Bowes did not receive any
compensation from us, either directly or indirectly, during the fiscal years
ended May 31, 2005, 2004 and 2003 except as disclosed above.

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Compensation Of Directors

We do not pay our directors any
fees or other compensation for acting as directors. We may grant options to our
directors for the purchase of shares of our common stock, however we have not
granted any options to date. Our 2003 Stock Option Plan permits the grant of
options for the purchase of shares of our common stock to our directors and
officers.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or
plans in which we provide pension, retirement or similar benefits for directors
or executive officers. We have no bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of the Board of Directors or a committee thereof.

Stock Option Plan

On March 7, 2003, we adopted a
stock option plan for the purpose of attracting and retaining the best personnel
for our company and to provide additional incentives to our employees, officers
and directors. We can grant options to acquire up to 400,000 shares of our
common stock.

Stock Option Grants

We did not grant any stock
options to any of our executive officers during the period from our inception to
our most recent fiscal year ended May 31, 2005. We have also not granted any
stock options to any of our executive officers during the period from May 31,
2005 to the date of this annual report.

Exercises Of Stock Options And Year-End Option
Values

No stock options have been
exercised by any of our executive officers during the period from our inception
to our most recent fiscal years ended May 31, 2005 and 2004. No stock options
have been exercised by any of our executive officers during the period from May
31, 2005 to the date of this annual report.

Management and Administrative Services Agreement

We have entered into a management
and administrative services agreement dated April 1, 2004 with Angus Consulting,
a company controlled by Mr. Joseph G. Bowes, our president, secretary and
treasurer and one of our directors. The agreement is for a two-year term
expiring March 30, 2006. Under the terms of the agreement, Angus Consulting is
required to:

|1. | Provide the services of Joseph Bowes as our president to carry out the
      management and direction of our business, including retaining appropriate
      consultants, and managing, supervising and coordinating our business
      activities (the Angus Management Services); and
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                          
|2. | Provide office administration services including telephone, fax and
      computer services related to the Angus Management Services (the Angus
      Administrative Services).                                                                                                        

We are obligated to pay Angus
Consulting a consulting fee of $900 per month on the first day of each month in
consideration of Angus Consulting providing the Angus Management Services and
the Angus Administrative Services. It is understood that the services to be
provided by Bowes on behalf of Angus Consulting to us will account for
approximately 15% of Mr. Bowes business time. It is further agreed that, in the
event that Mr. Bowes is required to spend more than 15% of this business time in
providing the Angus Management Services, then the consulting fee will be
increased to an amount equal to the fair market value of Mr. Bowes services. In
addition, we have agreed to reimburse Angus Consulting for its out-of-pocket
expenses incurred in connection with rendering the services provided under the
agreement.

We do not pay any additional
amount to Mr. Bowes in consideration for his services, other than amounts paid
to Angus Consulting in accordance with our agreement with Angus Consulting.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

The following table sets forth
certain information concerning the number of shares of our common stock owned
beneficially as of August 15, 2005 by: (i) each person (including any group)
known to us to own more than five percent (5%) of any class of our voting
securities, (ii) each of our directors, (iii) each of our named executive
officers; and (iv) officers and

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directors as a group. Unless otherwise indicated, the
shareholders listed possess direct sole voting and investment power with respect
to the shares shown.

Title of class of
        Stock(1)
      Name, Offices Held and
        Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Percentage Of
        CommonDIRECTORS AND EXECUTIVE OFFICERSCommon Stock
      Joseph G. Bowes
        Director, President, Secretary 
          Treasurer, Chief Executive Officer, 
          and Chief Financial Officer
        3639 Garibaldi Drive 
          North Vancouver, British Columbia, 
          Canada V7H 2W2
      4,001,000 shares (2)
      50.9%Common Stock
      Jun Nam (Johnny) Lee
        Director
        Suite 202, 2/F, Chung Ying Building 
          20 Connaught Road West 
          Hong Kong
      187,500 shares
      2.4%Common Stock
      All Officers and Directors  as a Group (2
        persons)
      4,188,500 shares
      53.3%5% STOCKHOLDERSNone.
      None.
      None.
      None.


|(1) | The percent of class is based on 7,855,000 shares of common stock issued
      and outstanding as of October 29, 2004.                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Comprised of 4,000,000 shares in the name of Joseph Bowes and 1,000 shares
      held by Francine Legault, the wife of Mr. Joseph Bowes.

To our knowledge, the persons
named have full voting and investment power with respect to the shares
indicated. Under the rules of the Securities and Exchange Commission, a person
(or group of persons) is deemed to be a "beneficial owner" of a security if he
or she, directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the disposition
of such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security, which that person has the right to acquire
within 60 days, such as options or warrants to purchase our common stock.

Changes in Control

We are unaware of any contract or
other arrangement the operation of which may at a subsequent date result in a
change in control of our company.

Equity Compensation Plan Information

We have one equity compensation
plan under which shares of our common stock have been authorized for issuance to
our officers, directors, employees and consultants, namely our 2003 Stock Option
Plan. Our 2003 Stock Option Plan was approved by our directors on March 7, 2003
and subsequently approved by our shareholders on April 29, 2003.

As of the date of this annual
report, we had not issued and do not have outstanding, any options to purchase
shares of our common stock under our 2003 Stock Option Plan. The following
summary information is presented for our 2003 Stock Option Plan as of the date
of this Annual Report.

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Number of Securities to be Issued
        Upon Exercise of 
        Outstanding Options,
      Warrants and Rights
      Weighted-Average Exercise Price of
        
        Outstanding
      Options, Warrants and Rights
      Number of Securities Remaining Available
        for Future Issuance Under Equity Compensation Plans 
        (Excluding Securities Reflected in column (a))(a)
      (b)
      (c)Equity Compensation Plans 
        Approved By Security Holders
      NIL
      Not Applicable
      400,000 SharesEquity Compensation Plans 
        Not
      Approved By Security Holders
      Not Applicable
      Not Applicable
      Not Applicable


Item 12. Certain Relationships and Related
Transactions

None of the following parties
has, since our date of incorporation, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us, other than noted in this section:

- Any of our directors or executive officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying
  more than 10% of the voting rights attached to our outstanding shares of
  common stock;
- Any of our promoters;
- Any member of the immediate family, including spouse, parents, children,
  siblings, and in-laws, of any of the foregoing persons.

Purchase of Common Stock by Directors

Mr. Joseph G. Bowes, our
president, secretary and treasurer and one of our directors, acquired 4,000,000
shares of our common stock in his own name at a price of $0.001 per share on
April 25, 2002. Mr. Bowes paid a total purchase price of $4,000 for these
shares. Francine Legault, wife of Joseph Bowes, purchased 1,000 shares for a
total purchase price of $250 on April 30, 2003. Mr. George Bowes and Ms. Alma
Bowes, the parents of Joseph Bowes, each purchased 1,000 shares for a purchase
price of $250 on April 30, 2003.

Mr. Jun Nam (Johnny) Lee, one of
our directors, purchased 187,500 shares of our common stock in his own name at a
price of $0.02 per share on June 14, 2002. Mr. Jun Nam Lee paid a total purchase
price of $3,750 for these shares. Mr. Mark Lee, the brother of Jun Nam (Johnny)
Lee, one of our directors, purchased 187,500 shares of our common stock in his
own name at a price of $0.02 per share on June 14, 2002. Mr. Mark Lee paid a
total purchase price of $3,750 for these shares.

Management and Administrative Services Agreement

We have entered into a management
and administrative services agreement dated April 1, 2004 with Angus Consulting,
a company controlled by Mr. Joseph G. Bowes, our president, secretary and
treasurer and one of our directors, as described above under Executive
Compensation  Management Services Agreement.

Angus Consulting has agreed
effective as of September 1, 2004 to defer payment of the outstanding unpaid
consulting fees that have accrued to September 1, 2004 and the payment of the
ongoing consulting fee of $900 per month accruing after September 1, 2004 until
such time as we are able to achieve sufficient financing that would enable us to
pay these amounts without adversely impacting our ability to continue our
business operations. The determination of whether we have obtained sufficient
financing that would enable us to pay deferred consulting fees to Angus
Consulting without adversely impacting our ability to continue our business
operations will be made by our board of directors. We anticipate that our board
of directors will review our available working capital, our cash flows from our
business operations and our planned expenditures in making this determination in
order to assess whether payment of the accrued amounts could be made without
adversely impacting our ability to continue our business operations. In making
this determination, we anticipate that Mr. Joseph Bowes, our president and one
of our directors, will abstain from voting due to his conflict of interest in
the determination arising from his interest in Angus Consulting. As such, we
anticipate that this determination will be made by Mr. Jun Nam Lee acting in his
capacity as one of our directors.

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Angus Consulting Loan

Angus Consulting advanced to us
the amount of $25,000 as a loan on October 26, 2004. Angus Consulting is
controlled by Mr. Joseph Bowes, our president. This loan is repayable at any
time on or after October 26, 2005. The loan bears interest at the rate of 5% per
annum, with accrued interest payable on the anniversary of the loan. The loan is
unsecured and is evidenced by a promissory note that we have executed in favor
of Angus Consulting effective October 26, 2004. All amounts of principal and
accrued interest are convertible at the option of Angus Consulting into shares
of our common stock at any time prior to repayment based one share per $0.25 of
principal and accrued interest. In the year ended May 31, 2005, we accrued $747
in interest on the Angus Consulting Loan ($ nil  2004).

Nexgen Consulting Inc.

We entered into a joint venture
agreement with 5G Wireless on May 25, 2003. The terms of the joint venture
agreement and the shareholders agreements with 5G are described in detail under
the heading Description of Business  Our Joint Venture.

We have agreed pursuant to the
joint venture agreement and the shareholders agreement to advance up to $40,000
to Nex Connectivity Solutions as a loan in order to fund its start-up operations
and its initial Internet access network installation. In exchange, 5G Wireless
has agreed to provide certain network hardware and software valued at $10,000,
(ii) the services of Dennis Tan and Hsein Loong Wong as employees to provide
technical expertise and support (by further agreement, we and 5G Wireless have
agreed that Mr. Cyril Sacault is to replace Mr. Wong). Subsequently, we agreed
that Mr. Ralph Anderson is to replace Mr. Sacault; and (iii) a license of
certain billing software developed by 5G wireless for the management of hotel
Internet access networks. 5G Wireless and Michael Tan, the principal of 5G
Wireless, have each provided a guarantee of repayment, with accompanying
security, of our loan to Nex Connectivity Solutions. To May 31, 2005, we had
advanced $21,000 to Nex Connectivity Solutions as shareholders loans pursuant to
the joint venture agreement and the shareholders agreement. During our fiscal
year ended May 31, 2005, Nex Connectivity repaid $4,500 of the outstanding
amount to us with the consent of 5G Wireless.

5G Wirelesss commitment to
provide Nex Connectivity the services of the two mutually agreed operations and
technical support staff is the subject of a separate agreement between us and 5G
Wireless dated April 1, 2004. The terms of the joint venture agreement and the
shareholders agreements with 5G are described in detail under the heading
Description of Business  Our Joint Venture.

Item 13. Exhibits

The following Exhibits are attached to this Annual Report:

Exhibit Number
      Description of Exhibit3.
      Articles of Incorporation(1)3.2
      Amended By-Laws(1)4.1
      Share Certificate(1)10.1
      Option Agreement between the Company and Rozemary Webb dated
        June 26, 2002(1)10.2
      Management and Administrative Services Agreement between
        the Company and Angus Consulting dated April 1, 2004(2)10.3
      Joint Venture Agreement between the Company, Michael Tan
        and 5G Wireless dated May 25, 2003(1)10.4
      Shareholders Agreement between the Company, Nex Connectivity
        Solutions and 5G Wireless dated May 25, 2003(1)10.5
      Amendment No. 1 to Joint Venture Agreement dated July 4,
        2003 between the Company, 5G Wireless and Michael Tan(1)


Page 30

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Exhibit Number
      Description of Exhibit10.6
      Amendment No. 1 to Shareholders Agreement
          dated July 4, 2003 between the Company, Nex Connectivity Solutions,
          Michael Tan and 5G Wireless(1)10.7
      Internet Services Agreement dated February
          1, 2004 between Nex Connectivity Solutions Inc. and Global Gateway Corp
          (dba Empire Landmark)(1)10.8
      Letter Addendum to Internet Services
          Agreement dated March 31, 2004 between Nex Connectivity Solutions Inc.
          and Global Gateway Corp.(2)10.9
      Letter Agreement dated April 1, 2004
          between the Company and 5G Wireless(2).10.10
      Internet Service Kiosk Agreement dated
          April 12, 2004 between Nex Connectivity Solutions Inc. and Paykiosks
          Internet Terminals Inc.(4)10.11
      Letter Agreement dated September 1,
          2004 between the Company and Angus Consulting(4)10.12
      Addendum No. 2 dated September 15, 2004
          to Internet Services Agreement dated March 31, 2004 between Nex Connectivity
          Solutions Inc. and Global Gateway Corp.(5)10.13
      Addendum No. 1 dated September 15, 2004
          to the Internet Service Kiosk Agreement dated April 12, 2004 between
          Nex Connectivity Solutions Inc. and Paykiosks Internet Terminals Inc.(5)10.14
      Promissory Note dated October 26, 2004
          executed by the Company in favor of Angus Consulting(6)21.1
      List of Subsidiaries(3)31.1
      Certification
          of Chief Executive Officer and Chief Financial Officer pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002 (7)32.1
      Certification
          of Chief Executive Officer and Chief Financial Officer pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 (7)


|(1) | Filed as an exhibit to the Form SB-2 filed by the
        Registrant with the Securities and Exchange Commission on April 26, 2004.                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to the Amendment No. 1 to Form
        SB-2 filed by the Registrant with the Securities and Exchange Commission
        on June 9, 2004.      
|(3) | Filed as an exhibit to the Amendment No. 2 to Form
        SB-2 filed by the Registrant with the Securities and Exchange Commission
        on August 10, 2004.   
|(4) | Filed as an exhibit to the Amendment No. 4 to Form
        SB-2 filed by the Registrant with the Securities and Exchange Commission
        on September 15, 2004.
|(5) | Filed as an exhibit to the Amendment No. 5 to Form
        SB-2 filed by the Registrant with the Securities and Exchange Commission
        on October 6, 2004.   
|(6) | Filed as an exhibit to the Amendment No. 6 to Form
        SB-2 filed by the Registrant with the Securities and Exchange Commission
        on November 3, 2004.  
|(7) | Filed as an Exhibit to this Annual Report on Form
        10-KSB.                                                                                                 

Item 14. Principal Accountant Fees and Services

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The following table sets forth information regarding the amount
billed to us by our independent auditor, BDO Dunwoody LLP, for the fiscal years
ended May 31, 2005 and May 31, 2004:

**Years ended May 31**2005
      2004Audit Fees:
      $34,317
      $21,094Audit Related Fees:
      NIL
      NILTax Fees:
      $2,333
      $1,034All Other Fees:
      NIL
      NILTotal:
      $36,650
      $22,128


Audit Fees

This category includes the fees
for the audit of our consolidated financial statements and the quarterly reviews
of interim financial statements. This category also includes advice on audit and
accounting matters that arose during or as a result of the audit or the review
of interim financial statements and services in connection with registration
statements and other filings with the Securities and Exchange Commission.

Tax Fees

This category includes the fees
for professional services rendered for tax compliance, tax advice and tax
planning.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Registered Public Accountants

Our board of directors presently
acts as our Audit Committee. The policy of our Audit Committee is to pre-approve
all audit and permissible non-audit services to be performed by the independent
registered public accounting firm during the fiscal year. The Audit Committee
pre-approves services by authorizing specific projects within the categories
outlined above, subject to the budget for each category. The aggregate amount of
services related to Audit Fees, Audit-Related Fees, Tax Fees and
All Other Fees provided by BDO Dunwoody LLP was pre-approved by the Audit
Committee in accordance with the pre-approval policy described above.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|GILDER ENTERPRISES, INC.
|------------------------
|                        
|                        
|                        
|                        
|By:                     
|                        
|                        
|                        
|Date:                   

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|By:   | /s/ Joseph G. Bowes                                                                                                | 
|----- | ------------------------------------------------------------------------------------------------------------------ | 
|      | Joseph G. Bowes                                                                                                    | 
|      | President, Secretary, Chief Executive Officer, Chief Financial Officer
      and Director (Sole Executive Officer) | 
|      |                                                                                                                    | 
|Date: | August 18, 2005                                                                                                    | 
|      |                                                                                                                    | 
|      |                                                                                                                    | 
|      |                                                                                                                    | 
|      |                                                                                                                    | 
|By:   | /s/ Jun Nam Lee                                                                                                    | 
|      | Jun Nam Lee                                                                                                        | 
|      | Director                                                                                                           | 
|      |                                                                                                                    | 
|Date: | August 18, 2005                                                                                                    | 

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