UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

(Mark One)

    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

               For the Quarterly Period Ended, June 30, 2005

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

      For the transition period from ________________to ___________________

                        Commission File Number: 000-24595

                            NEXTPHASE WIRELESS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                 Nevada                                  88-0343832
     -------------------------------         ---------------------------------
     (State or other jurisdiction of         (IRS Employer Identification No.)
      incorporation or organization)


                 300 S. Harbor Blvd., Anaheim, California 92805
                 ----------------------------------------------
                    (Address of principal executive offices)


                                 (800) 748-5548
                ------------------------------------------------
                (Issuer's telephone number, including area code)


              ---------------------------------------------------
              (Former name, former address and former fiscal year
                          if changed since last report)

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
                                                             ---    ---
State the number of shares  outstanding  of each of the issuer's class of common
equity, as of the latest practicable date: There are 21,979,924 shares of common
stock issued and outstanding as of August 19, 2005.

Transitional  Small Business Disclosure Format (check one) Yes     No X
                                                              ---    ---

<PAGE>

                              EXPLANATORY PARAGRAPH

We are filing this amendment to Form 10-QSB for the quarterly  period ended June
30, 2005, filed with the Securities and Exchange  Commission on August 22, 2005,
to correct the following error:

Cost of sales in the amount of $114,688 had been  omitted from the  statement of
Operations for the three months ended June 30, 2005.

For ease of reference,  this Form 10-QSB is being  re-filed in its entirety with
this Form 10-QSB/A.



                            NEXTPHASE WIRELESS, INC.


                     Quarterly Report on Form 10-QSB for the
                      Quarterly Period Ending June 30, 2005



                                TABLE OF CONTENTS
                                                                        Page no.
                                                                     -------

PART I - FINANCIAL INFORMATION...................................... F-1

    Item 1.  Financial Statements................................... F-1 to F-10

    Item 2.  Management's Discussion and Analysis or Plan
             of Operation...........................................   3

    Item 3.  Controls and Procedures................................   6

PART II - OTHER INFORMATION.........................................   7

    Item 1.  Legal Proceedings......................................   7

    Item 2.  Unregistered Sales of Equity Securities and
             Use of Proceeds........................................   7

    Item 3.  Defaults Upon Senior Securities........................   8

    Item 4.  Submission of Matters to a Vote of Security Holders....   8

    Item 5.  Other Information......................................   8

    Item 6.  Exhibits...............................................   8

SIGNATURES..........................................................   9


                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Unaudited financial statements for the quarter ended June 30, 2005.

                            Nextphase Wireless, Inc.
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                                                                June 30,
                                                                  2005
                                                               -----------
Assets
Current Assets
  Cash and cash equivalents                                    $   16,245
  Accounts receivable, net of allowance of $0                     152,767
                                                               -----------
       Total Current Assets                                       169,012

  Property and equipment, net of accumulated
    depreciation of $28,877 (Note 5)                              158,466
  Deposits                                                          3,376
                                                               -----------
Total Assets                                                   $  330,854
                                                               ===========
Liabilities and Stockholders' Deficiency
Current liabilities
  Accounts payable and accrued liabilities                     $  301,757
  Notes payable (Note 6)                                           51,367
  Advances payable - stockholders                                  12,206
  Deferred revenue                                                  8,037
                                                               -----------
        Total Current Liabilities                                 373,367

Commitments and Contingencies                                          --

Stockholders' deficiency (Note 7)
  Preferred stock, 0.001 par value:
    20,000,000 shares authorized, no shares
    issued and outstanding                                             --
  Common stock, $0.001 par value; 200,000,000
    shares authorized; 21,706,724 shares issued
    and outstanding at June 30, 2005                               21,707
  Additional paid-in capital                                    4,538,431
  Common stock subscribed                                          60,000
  Accumulated deficit                                          (4,662,651)
                                                               -----------
       Total Stockholder's Deficiency                             (42,513)
                                                               -----------
Total Liabilities and Stockholders' Deficiency                 $  330,854
                                                               ===========

         The accompanying notes are an integral part of these unaudited
                  condensed consolidated financial statements.

                                       F-1
<PAGE>

                            NextPhase Wireless, Inc.
                Condensed Consolidated Statements of Losses
                                   (Unaudited)

                                                 For the Three   For the Three
                                                  Months Ended    Months Ended
                                                    June 30         June 30
                                                      2005            2004
                                                  ------------    ------------
Revenues                                          $    147,324    $         --

   Cost of goods sold                                  153,614              --
                                                  ------------    ------------
Gross profit (loss)                                     (6,290)             --

Operating expenses:
   Selling, general and administrative expenses        347,194           9,334
   Depreciation expense                                 13,849              --
                                                  ------------    ------------
      Total operating expenses                         361,043           9,334

Operating loss                                        (367,333)         (9,334)

Other expense:
   Late filing penalty                                      --              --
   Interest (income) expense                             2,458              --
                                                  ------------    ------------
      Total other expense                                2,458              --

   Loss before income taxes                           (369,791)         (9,334)
   Provision for income taxes                               --              --
                                                  ------------    ------------

Net loss                                          $   (369,791)   $     (9,334)
                                                  ============    ============

Net loss per share - basic and diluted            $      (0.02)   $      (0.04)
                                                  ============    ============
Weighted average shares outstanding -
   basic and diluted                                20,422,526         214,475
                                                  ============    ============

         The accompanying notes are an integral part of these unaudited
                  condensed consolidated financial statements.

                                       F-2
<PAGE>

                            NextPhase Wireless, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                   For the Three  For the Three
                                                    Months Ended   Months Ended
                                                     June 30,       June 30,
                                                       2005           2004
                                                   -------------  ------------
Cash flows from operating activities:
  Net (loss)                                       $    (369,791) $     (9,334)
  Adjustments to reconcile net loss to net                    --            --
    cash used in operating activities:
  Amortization of discount on note payable                 1,667            --
  Depreciation and amortization                           13,849            --
  Changes in operating assets and liabilities:
    Accounts receivable                                 (135,190)           --
    Accounts payable and accrued expenses                199,456         7,149
    Deferred revenue                                       3,912            --
                                                   -------------- ------------
Net cash (used) in operating activities                 (286,097)       (2,185)

Cash flows from investing activities:
  Acquisition of property and equipment                  (14,630)           --
                                                   -------------  ------------
  Net cash used in investing activities                  (14,630)           --

Cash flows from financing activities:
  Proceeds from notes payable                             25,000         2,185
  Principal payments on notes payable
    and demand loans                                    (135,600)           --
  Shares of stock sold for cash                          345,000            --
  Common stock subscribed                                 35,000            --
  Increase in deposits                                    (3,376)           --
                                                   -------------  ------------
Net cash provided by financing activities                266,024         2,185
Net decrease in cash and cash equivalents                (34,703)           --
Cash and cash equivalents at beginning of period          50,948            --
                                                   -------------  ------------
Cash and cash equivalents at end of period         $      16,245  $         --
                                                   =============  ============
Supplemental disclosure of cash flow information:
Cash paid during the period for Interest           $          --  $         --
                                                   =============  ============
Cash paid during the period for taxes              $          --  $         --
                                                   =============  ============
Common stock issued, previously subscribed         $     280,000  $         --
                                                   =============  ============
Common stock issued for acquisition of Blazen      $      25,000  $         --
                                                   =============  ============
Beneficial conversion feature of convertible
  note payable                                     $      20,000  $         --
                                                   =============  ============
Amortization of discount associated with
  beneficial conversion feature                    $       1,667  $         --
                                                   =============  ============
Cost of goods sold billed directly to
  customer by vendor                               $     114,688  $         --
                                                   =============  ============


         The accompanying notes are an integral part of these unaudited
                  condensed consolidated financial statements.

                                       F-3
<PAGE>

                            NEXTPHASE WIRELESS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NextPhase Wireless,  Inc. (the "Company") was incorporated on August 28, 1995 in
Nevada under the name of Professional Mining Consultants, Inc.

On August 3, 2004 the company  consummated  a share  exchange in which it issued
12,943,000  shares  of  common  stock,  or  approximately  76% of the  company's
outstanding  common stock, to the shareholders of NextPhase  Technologies,  Inc.
("NTI")  in  exchange  for all of the shares of NTI.  As a result,  NTI became a
wholly owned  subsidiary  of the company.  NTI was formed on September 14, 2000.
For accounting purposes,  this transaction is considered a "reverse merger", and
the financial statements of the Company reflect the operations of NTI.

The Company has a limited operating history with revenue-generating products and
services only recently entering the market. The financial statements include the
accounts  of  the  Company  and  its  wholly   owned   subsidiary,   Next  Phase
Technologies,  Inc.  ("NTI"),  which was  acquired in a reverse  acquisition  on
August 3, 2004.  NTI was  engaged  in the  development  of a web based  software
product,  the  development  of  which  has  been  abandoned.  The  costs  of the
development  were paid by its then parent  company.  NextPhase had no operations
prior to the reverse  acquisition.  Management's  plans are discussed further in
the Going Concern portion of Note 1. On January 21, 2005 the Company changed its
name from Edison Renewables, Inc. to NextPhase Wireless, Inc.

Following the commencement of commercial  operations and the introduction of our
first  revenue-generating  products and services during the third fiscal quarter
ended  December  31,  2004,  we have seen  revenue  grow on a quarter by quarter
basis.

     o    As we have extended our wireless  `footprint' in Orange County through
          a combination of organic growth and acquisitions, we have continued to
          add residential  subscribers in underserved markets, small office/home
          office (SOHO) subscribers and small to medium business  subscribers to
          our network.

     o    By  their  very  nature,  the  markets  targeted  by our  Professional
          Services  division (e.g.  municipalities,  public  safety,  transport,
          homeland security, enterprises,  large-scale systems integrators etc.)
          have  complex  value  chains and  extended  sales  cycles.  Typically,
          projects consist of multiple  phases,  with the early phases requiring
          extensive non-billable activity such as customer relationship activity
          and pre-sales  support,  especially  when  considered  relative to the
          resultant  revenue from those  phases.  As the customer  relationships
          develop and deepen,  the revenues derived from successive phases (e.g.
          as we build and deploy networks that we've previously designed,  or we
          operate and maintain  networks that we've  previously  deployed) often
          increases.  Depending on the type of project,  many of the  activities
          that  provide   support  to  our  customers   are   understood  to  be
          value-adding and as such, become billable.

Interim Financial Information
-----------------------------

The accompanying  unaudited interim  financial  statements have been prepared by
the  Company,  in  accordance  with  generally  accepted  accounting  principles
pursuant to Regulation S-B of the Securities  and Exchange  Commission.  Certain
information  and footnote  disclosures  normally  included in audited  financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. Accordingly,  these interim financial statements
should  be read in  conjunction  with the  Company's  financial  statements  and
related  notes as contained in form 10-KSB for the year ended March 31, 2005. In
the  opinion  of  management,  the  interim  financial  statements  reflect  all
adjustments,   including  normal  recurring  adjustments,   necessary  for  fair
presentation of the interim periods presented. The results of the operations for
the three months ended June 30, 2005 are not  necessarily  indicative of results
of operations to be expected for the full year.

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

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

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

The accompanying  financial statements include the accounts of NextPhase and its
wholly owned  subsidiary NTI, a California  corporation  formed on September 14,
2000.  The  term  "Company"  refers  to  NextPhase  and  NTI  collectively.  All
significant  inter-company  accounts and  transactions  have been  eliminated in
consolidation.

                                       F-4
<PAGE>

                            NEXTPHASE WIRELESS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

The  Company  conducts  its  operations  from its  office  located  in  Anaheim,
California.

Effective August 3, 2004,  NextPhase  acquired all of the issued and outstanding
common stock of NTI. As a result of this transaction,  NTI's former shareholders
obtained  control of NextPhase,  a shell  corporation  with no  operations.  For
accounting purposes,  this acquisition has been treated as a reverse acquisition
of NextPhase.

The financial  statements  presented  include only the accounts of NTI, from its
inception  (September 14, 2000) through  December 31, 2004 and of NextPhase from
August 3, 2004 through December 31, 2004.

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

The Company recognizes revenue in accordance with SEC Staff Accounting  Bulletin
No. 101,  "Revenue  Recognition in Financial  Statements"  ("SAB 101").  SAB 101
requires that four basic  criteria must be met before  revenue can be recognized
:(1) persuasive  evidence of an arrangement  exists;  (2) delivery has occurred;
(3) the  selling  price is fixed and  determinable;  and (4)  collectibility  is
reasonably  assured.  Determination  of  criteria  (3)  and  (4)  are  based  on
management's  judgments  regarding the fixed nature of the selling prices of the
products  delivered and the  collectibility  of those  amounts.  Provisions  for
discounts and rebates to customers,  estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104,  Revenue  Recognition.  The staff updated and revised the existing  revenue
recognition in Topic 13, Revenue Recognition,  to make its interpretive guidance
consistent with current accounting  guidance,  principally EITF Issue No. 00-21,
"Revenue  Arrangements with Multiple  Deliverables."  Also, SAB 104 incorporates
portions of the Revenue  Recognition in Financial  Statements - Frequently Asked
Questions  and  Answers  document  that the SEC staff  considered  relevant  and
rescinds  the  remainder.   The  company's  revenue  recognition   policies  are
consistent  with  this  guidance;  therefore,  this  guidance  will  not have an
immediate impact on the company's consolidated financial statements.

The  Company  currently  designs,   deploys,   operates  and  supports  wireless
networking solutions; We also provide tiered wireless Internet interconnectivity
services to business and residential subscribers. The Company recognizes revenue
for these activities as follows:

Installation  of equipment:  Revenue  recognized  when installed at the customer
location.

Professional  services:  Revenue  recognized when the service is provided to the
customer.

Subscription fees: Recognized as earned on a monthly basis.

Support contracts: Recognized as earned on a monthly basis.

Going Concern
-------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  While the Company now has an established  source of
revenue,  it has experienced net operating  losses of $4,662,651 since inception
and has a working  capital  deficit of $204,355 at June 30, 2005.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to  continue  as a going  concern.  These  financial  statements  do not
include any adjustments  relating to the  recoverability  and  classification of
recorded asset amounts,  or amounts and classification of liabilities that might
result from this uncertainty.

                                       F-5
<PAGE>

                            NEXTPHASE WIRELESS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1    NATURE OF OPERATIONS  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
(Continued)

Management's Plan
-----------------

The Company is  developing an  integrated  portfolio of innovative  connectivity
products and services that will include  design and  manufacture  of proprietary
wireless  equipment;  full-service  professional  services (design,  deployment,
operation  and  maintenance  of  wireless  solutions);  design,  deployment  and
operation of NextZoneTM  and  NextMetroTM  broadband  zones  (wireless  networks
providing  Internet  connectivity  similar to  Hotspots,  but scaled up to cover
entire  metropolitan   areas);   provision  of  wireless  internet  services  to
commercial and residential customers.

The  Company's  cash on hand is  insufficient  to fund its  current  or  planned
operating needs and the Company  currently has insufficient  revenue to fund its
operations. The Company plans on funding working capital requirements, necessary
equipment  purchases,  marketing  costs,  and all other  operations for the next
quarter and foreseeable future by raising capital with the sale of equity and/or
debt securities.

Software Development Costs
--------------------------

Research and development costs have been charged to operations as incurred.

Income Taxes
------------

The Company  accounts for income  taxes using the  liability  method.  Under the
liability  method,  deferred  income taxes are  determined  based on differences
between the financial  reporting and tax bases of assets and  liabilities.  They
are  measured  using the  enacted tax rates and laws that will be in effect when
the differences  are expected to reverse.  The Company is required to adjust its
deferred tax  liabilities  in the period when tax rates or the provisions of the
income tax laws change.  Valuation allowances are established to reduce deferred
tax assets to the amounts expected to be realized.

Disclosures about Fair Value of Financial Instruments
-----------------------------------------------------

The carrying  amounts of the  Company's  financial  instruments,  which  include
accounts  receivable and accounts  payable,  approximate  fair value at June 30,
2005.

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

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock at the date of the grant  over the  exercise  price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial  reports for the year ended  September 30, 2003 and the
interim  disclosure  provisions  for its  financial  reports for the  subsequent
periods.   The  Company  does  not  have  any  awards  of  stock-based  employee
compensation issued and outstanding at June 30, 2004 and 2005.

                                       F-6
<PAGE>

                            NEXTPHASE WIRELESS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1    NATURE OF OPERATIONS  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
(Continued)

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Share-Based  Payment ("SFAS 123R").  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options, restricted stock plans,  performance-based equity awards,
stock appreciation  rights, and employee share purchase plans. The provisions of
SFAS 123R are  effective  as of the  first  interim  period  that  begins  after
December 15, 2005. Accordingly,  the Company will implement the revised standard
in the third quarter of fiscal year 2005.  Currently,  the Company  accounts for
its share-based payment  transactions under the provisions of APB 25, which does
not necessarily  require the  recognition of compensation  cost in the financial
statements.  Management is assessing the implications of this revised  standard,
which may  materially  impact the  Company's  results of operations in the first
quarter of fiscal year 2006 and thereafter.

Had compensation  costs for the Company's stock options been determined based on
the fair value at the grant dates for the  awards,  the  Company's  net loss and
losses per share would have been as follows:
                                                           For the three
                                                       months ended June 30
                                                        2005         2004
                                                    -----------   -----------
Net loss - as reported                              $  (369,791)  $    (9,334)
Add:     Total stock based employee
         compensation expense
         as reported under intrinsic value
         method (APB No. 25)                                 --            --

Deduct:  Total stock based employee compensation
         expense as reported under fair value
         based method (SFAS No. 123)                         --            --
                                                    -----------   -----------
Net loss - Pro forma                                $  (369,791)  $    (9,334)

Net loss attributable to common
  shareholders - Pro forma                          $  (369,791)  $    (9,334)

Basic and diluted loss per share - as reported      $     (0.02)  $     (0.04)
                                                    ===========   ===========

Basic and diluted loss per share - Pro forma        $     (0.02)  $     (0.04)
                                                    ===========   ===========

Earnings (Loss) per Common Share
--------------------------------

SFAS No. 128, "Earnings Per Share" requires presentation of basic loss per share
("Basic LPS") and diluted loss per share  ("Diluted  LPS").  The  computation of
basic  loss  per  share  is  computed  by  dividing  loss  available  to  common
stockholders by the weighted average number of outstanding  common shares during
the period. Diluted loss per share gives effect to all dilutive potential common
shares outstanding during the period.  There were no potentially dilutive shares
outstanding at June 30, 2005 or 2004.

Management Estimates
--------------------

The presentation of financial  statements in conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

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

The Company has no items of other  comprehensive  income  (loss) for the periods
ended June 30, 2005 and 2004.

                                       F-7
<PAGE>

                            NEXTPHASE WIRELESS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1    NATURE OF OPERATIONS  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
(Continued)

New Accounting Pronouncements
-----------------------------

In May 2005 the FASB issued Statement of Financial  Accounting  Standards (SFAS)
No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective application to
prior periods' financial statements for changes in accounting principles, unless
it is  impracticable  to  determine  either the  period-specific  effects or the
cumulative  effect of the  change.  SFAS 154 also  requires  that  retrospective
application  of a change in  accounting  principles  be  limited  to the  direct
effects of the change.  Indirect  effects of a change in accounting  principles,
such as a change in non-discretionary  profit-sharing payments resulting from an
accounting change,  should be recognized in the period of the accounting change.
SFAS 154 also requires that a change in depreciation, amortization, or depletion
method for  long-lived,  non-financial  assets be  accounted  for as a change in
accounting  estimate effected by a change in accounting  principle.  SFAS 154 is
effective for accounting  changes and corrections of errors made in fiscal years
beginning  after  December 15, 2005.  Early adoption is permitted for accounting
changes and  corrections of errors made in fiscal years beginning after the date
this Statement is issued.  The Company does not expect the adoption of this SFAS
to have a material impact on its  consolidated  financial  position,  results of
operations or cash flows.

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for
Conditional  Asset Retirement  Obligations,  an interpretation of FASB Statement
No. 143," which  requires an entity to recognize a liability  for the fair value
of a conditional  asset  retirement  obligation when incurred if the liability's
fair value can be  reasonably  estimated.  The  Company is required to adopt the
provisions of FIN 47 no later than the end of its fiscal 2005.  The Company does
not expect the adoption of this  Interpretation to have a material impact on its
consolidated  financial  position,  results of  operations  or cash  flows.  The
adoption of this  pronouncement  is not expected to have material  effect on the
Company's financial statements.

NOTE 2 - RELATED PARTY TRANSACTIONS

During the three  months ended June 30,  2005,  a Company's  director  purchased
200,000 shares of common stock at a price of $0.50 per share for a total cost of
$100,000 (see Note 7).

Also during the three  months ended June 30,  2005,  the Company made  principal
payments  of  $100,000  on a note  payable  related  to the  acquisition  of the
Company's merger shell in August, 2004. (See Note 6.)

Also during the three  months ended June 30, 2005,  the Company  issued  560,000
shares of common stock to an officer of the Company  pursuant to the terms of an
asset  acquisition which had been completed during the year ended March 31, 2005
(see Note 7).

Also during the three  months ended June 30,  2005,  the Company made  principal
payments  in the  amount of  $35,600  on a note  payable  to a Company  officer.
Principal in the amount of $44,700 remains  outstanding  under this note at June
30, 2005. (See Note 6.)

Also during the three months ended June 30, 2005, the Company received a loan in
the amount of $25,000 from a Company director. (See Note 6.)

NOTE 3 - BLAZEN ACQUISITION

On May 20, 2005,  the Company  completed the  acquisition  of certain  assets of
Blazen LP, also known as Blazen  Wireless  ("Blazen").  Pursuant to the terms of
the Blazen acquisition,  the Company received computers,  equipment,  components
and servers from Blazen in exchange for 50,000  shares of the  Company's  common
stock with a fair value of $25,000.

The  following  is the summary of assets  acquired and  liabilities  assumed and
consideration paid relating to the transaction:

    Assets acquired:  Equipment  $  25,000
    Liabilities assumed                 --
    Common shares issued           (25,000)

                                       F-8
<PAGE>

                            NEXTPHASE WIRELESS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 4 - EQUIPMENT LEASE

On May 4, 2005, the Company  entered into a master lease  agreement (the "Master
Lease") whereby the Company may lease certain  equipment for a three-year  lease
term.  Under the  terms of the  Master  Lease,  equipment  will be leased  under
individual lease schedules,  each individual schedule incorporating the terms of
the Master Lease and  constituting a separate  instrument of lease.  At June 30,
2005,  there  had been no  equipment  leased  under  the  Master  Lease or under
individual lease schedules.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment is as follows at June 30, 2005:

Telecommunications equipment     $ 146,630
Computer equipment                  40,713
                                 ---------
Total equipment                    187,343
Less: accumulated depreciation     (28,877)
                                 ---------
Net property and equipment       $ 158,466
                                 =========

NOTE 6 - NOTES PAYABLE

Notes payable balance at June 30, 2005 was as follows:

   Convertible note payable due June 1, 2006,  interest at 10% payable quarterly
   in common stock of the Company.  Principal payable monthly over twelve months
   beginning July 1, 2005. Convertible into Common Stock at a rate of
   $1.00 per share.                                         $ 25,000

   Less:  debt discount  relating to beneficial
   conversion  feature,  net of accumulated
   amortization of $1,667                                    (18,333)
                                                            --------
   Convertible note payable, net                               6,667
                                                            --------
   Note  payable to  Company's  officer  for  equipment
   purchased,  the note is payable in twelve monthly
   installments,  ten  installments of $8,900 and two
   installments of $9,000.  The note is secured by
   the assets purchased.  During the three months
   ended June 30, 2005, the Company made principal
   payments of $35,600                                        44,700
                                                            --------
   Total notes payable                                        51,367

   Less: current portion                                     (51,367)
                                                            --------
   Notes payable: long-term                                 $     --
                                                            ========

During the three months ended June 30, 2005, the Company made principal payments
of $100,000 on a note  payable,  relating to the  acquisition  of the  Company's
merger shell, satisfying this note in full.

Also during the three  months ended June 30,  2005,  the Company made  principal
payments  of $35,600 on a note  payable to a Company  officer.  The  outstanding
principal balance on this note at June 30, 2005 was $44,700.

Also during the three months ended June 30,  2005,  the Company  received a loan
from a Director in the amount of $25,000.  This loan is  convertible at any time
into  common  stock of the  Company at the rate of $1.00 per share.  The Company
computed  the  value of the  beneficial  conversion  feature  of this note to be
$20,000,  and charged that amount to discount on notes  payable.  This amount is
being amortized to interest expense over the life of the note, or one year.

                                       F-9
<PAGE>

                            NEXTPHASE WIRELESS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 7 - STOCK TRANSACTIONS

The Company has  authorized  20,000,000  shares of Preferred  Stock,  with a par
value of $.001 per share.  As of June 30,  2005,  the Company  has no  Preferred
Stock issued and outstanding.  The Company has authorized  200,000,000 shares of
common  stock,  with a par value of $.001 per share.  As of June 30,  2005,  the
Company has 21,706,724 shares of common stock issued and outstanding.

During the three months ended June 30, 2005,  the Company sold 690,000 shares of
common stock at $0.50 per share for cash proceeds of $345,000.

Also during the three  months ended June 30, 2005,  the Company  issued  560,000
shares of common stock which had previously  been  subscribed at $0.25 per share
for cash proceeds of $140,000.  The Company also issued 560,000 shares of common
stock which had been previously  subscribed at $0.25 per share in an acquisition
of operating assets.

Also  during  the three  months  ended June 30,  2005,  the  Company  received a
subscription  for 50,000  shares of common stock valued at $25,000 in return for
certain operating assets of Blazen Wireless. See Note 3.

Also  during  the three  months  ended June 30,  2005,  the  Company  received a
subscription for 70,000 shares of common stock for $35,000 cash.

NOTE 8  -  GOING  CONCERN  MATTERS

The accompanying  condensed consolidated financial statements have been prepared
on a going concern basis,  which  contemplates the realization of assets and the
satisfaction  of liabilities  in the normal course of business.  As shown in the
Company's  audited  financial  statements  for the year ended  March 31, 2005 as
filed on Form 10-KSB, the Company has an accumulated deficit of $4,292,860.  The
Company  also has a  limited  operating  history.  These  factors  among  others
indicate  that the Company  may be unable to  continue as a going  concern for a
reasonable period of time.

The Company may require additional financing in order to successfully  implement
its business  plan.  There can be no assurance the Company will be successful in
obtaining these funds on terms favorable to the Company, if at all.

If operations and cash flows continue to improve,  management  believes that the
Company  can  continue  to  operate.  However,  no  assurance  can be given that
management's  actions will result in profitable  operations or the resolution of
its liquidity problems.

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain  profitable status and improve its liquidity through the
continued  developing,  marketing  and selling of its  services  and  additional
equity  investment  in the  Company.  The  accompanying  condensed  consolidated
financial statements do not include any adjustments that might result should the
Company be unable to continue as a going concern.

NOTE 9 - SUBSEQUENT EVENTS

In July 2005,  the Company sold  150,000  shares of common stock for proceeds of
$75,000.

Also in July 2005, the Company issued 13,200 shares of common stock as a finders
fee in connection with the sale of 444,000 shares of the Company's common stock.

On July 20, 2005, the Company issued warrants to purchase  100,000 shares of the
Company's common stock at $1.95 per share.

On July 21,  2005,  the  Company  entered  into a lease  under the Master  Lease
agreement (See Note 4).

In August 2005, the Company issued 70,000 shares of common stock which were sold
for $35,000 cash in June 2005.

                                      F-10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                           FORWARD LOOKING STATEMENTS

Certain  information  contained  in this  report  may  include  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995,  and is subject to the safe harbor created by that act. The safe harbor
created  by the  Securities  Litigation  Reform  Act will not  apply to  certain
"forward  looking  statements"  because we issued  "penny  stock" (as defined in
Section  3(a)(51) of the  Securities  Exchange Act of 1934 and Rule 3a51-1 under
the Exchange  Act) during the three year period  preceding  the date(s) on which
those forward looking statements were first made, except to the extent otherwise
specifically  provided  by  rule,  regulation  or order  of the  Securities  and
Exchange  Commission.  We caution  readers  that certain  important  factors may
affect our actual results and could cause such results to differ materially from
any  forward-looking  statements  which  may be deemed to have been made in this
Report or which are otherwise made by or on behalf of us. For this purpose,  any
statements  contained in this report that are not statements of historical  fact
may be deemed to be forward-looking statements.  Without limiting the generality
of the foregoing, words such as "may", "will", "expect",  "believe",  "explore",
"consider",  "anticipate",  "intend", "could", "estimate",  "plan", "propose" or
"continue" or the negative  variations of those words or comparable  terminology
are intended to identify forward-looking statements. Factors that may affect our
results include, but are not limited to, the risks and uncertainties  associated
with:

          o    our ability to raise capital necessary to sustain our anticipated
               operations and implement our proposed business plan,

          o    our ability to implement our proposed business plan,

          o    our ability to obtain regulatory permits and approvals to operate
               in the high-speed wireless network industry,

          o    the  introduction of new broadband  connectivity  technologies by
               our  competitors  that  may  have  advantages  over  our  planned
               products and may make our planned products less attractive to our
               potential customers,

          o    our   ability  to  identify   and   complete   acquisitions   and
               successfully integrate the businesses we acquire, if any,

          o    our  ability  to  employ  and  retain  qualified  management  and
               employees,

          o    our  dependence  on the  efforts  and  abilities  of our  current
               employees and executive officers,

          o    changes in  government  regulations  that are  applicable  to our
               anticipated business,

          o    changes in the demand for our services,

          o    the degree and nature of our competition,

          o    our lack of diversification of our business plan,

          o    the  general   volatility   of  the   capital   markets  and  the
               establishment of a market for our shares,

          o    our ability to generate sufficient cash to pay our creditors, and

          o    disruption  in the economic and  financial  conditions  primarily
               from the impact of past  terrorist  attacks in the United States,
               threats  of  future  attacks,   police  and  military  activities
               overseas and other disruptive worldwide political events.

We are  also  subject  to  other  risks  detailed  from  time to  time in  other
Securities and Exchange Commission filings and elsewhere in this report. Any one
or more of these  uncertainties,  risks and other  influences  could  materially
affect our results of operations and whether forward-looking  statements made by
us  ultimately  prove  to be  accurate.  Our  actual  results,  performance  and
achievements  could differ  materially  from those expressed or implied in these
forward-looking  statements.  We undertake no obligation  to publicly  update or
revise any  forward-looking  statements,  whether from new  information,  future
events or otherwise.

                                        3
<PAGE>

Critical Accounting Policy and Estimates
----------------------------------------

Our  Management's  Discussion  and Analysis of Financial  Condition  and Plan of
Operations section discusses our consolidated  financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the  reporting  period.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to  revenue   recognition,   accrued   expenses,   financing   operations,   and
contingencies  and litigation.  Management  bases its estimates and judgments on
historical  experience  and on various  other  factors  that are  believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
Estimates  under different  assumptions or conditions.  There are no significant
accounting estimates inherent in the preparation of our financial statements.

Background
----------

The  following  discussion  should  be read in  conjunction  with the  financial
statements  of the company and related notes  included  elsewhere in this Report
and in the  company's  Annual Report on Form 10-KSB for the year ended March 31,
2005. All statements  contained herein (other than historical  facts) including,
but not limited to, statements regarding the company's future development plans,
the  company's  ability  to  generate  cash from its  operations  and any losses
related  thereto,  are based upon current  expectations.  These  statements  are
forward  looking  in nature  and  involve  a number of risks and  uncertainties.
Actual  results  may differ  materially  from the  anticipated  results or other
expectations expressed in the company are forward-looking statements. Generally,
the words "anticipate",  "believe",  "estimate",  "expects",  "will", "explore",
"consider",   "find",   "propose",   "could",  "plan",  "continue"  and  similar
expressions as they relate to the company and/or its management, are intended to
identify forward-looking statements.  Factors that could cause actual results to
differ   materially  are  listed  above  under  the  heading   "Forward  Looking
Statements".

Business Overview
-----------------

NextPhase  Wireless,   Inc.  is  a  connectivity  company  that  specializes  in
delivering integrated Internet,  voice and data communications  solutions to its
customers.  We design,  deploy and operate our own  wireless  networks  and also
provide wireless technology solutions to businesses and municipalities.

NextPhase  has been  operating  in this  business  since  August 3, 2004 when we
acquired  our  subsidiary  NextPhase  Technologies,  Inc.  in a  share  exchange
transaction  which is  described  below under the heading  "Corporate  History".
Accordingly,  the company has limited operating history upon which prospects and
future  performance  can be evaluated.  Before August 3, 2004 we had no revenues
while  expenses  were  incurred  in  the  development  of  the  business.  Since
operations  began in  August  2004,  the  company  has  generated  insignificant
revenues  while  incurring  relatively   substantial  expenses  to  develop  the
business.

NextPhase is  developing an integrated  portfolio of  connectivity  products and
services which include:

     o    Proprietary  wireless  products that management  believes will satisfy
          current  unmet  needs  in the  marketplace,  such  as  WiFi  multibeam
          antennas designed to facilitate cost-effective NextZoneTM deployments.

     o    Bundling  multiple  technologies,  such as Broadband  Wireless  Access
          (BWA), Voice over Internet Protocol (VoIP) and WiFi, along with a high
          service  component that target vertical markets such as public safety,
          transport and homeland security.

     o    Designing,  deploying,  operating and supporting  wireless  networking
          solutions.

     o    Operating as a wireless  internet  service provider of tiered wireless
          Internet   interconnectivity  services  to  business  and  residential
          subscribers.

                                        4
<PAGE>

NextPhase plans to exploit the broadband wireless and integration markets, by:

     o    Developing and deploying our portfolio of  interconnectivity  products
          and services.

     o    Continuing  to  develop  our   management   team  with   best-in-class
          experienced executives and professionals.

     o    Seeking  strategic  alliances,   relationships,  and  acquisitions  to
          augment  the growth of our  interconnectivity  products  and  services
          operations.

     o    Growing our market share and extending our wireless  footprint through
          selective acquisitions and franchise and licensing programs.

Results of Operations
---------------------

Revenue for the quarter ended June 30, 2005 was $147,324,  as compared to $0 for
the quarter ended June 30, 2004.  The increase of $147,324 in revenue was due to
the commencement of commercial  operations  following the reverse acquisition of
Next Phase  Technologies,  Inc.  ("NTI") on August 3, 2004. The Company's  first
revenue-generating  products  and services  entered the market  during the third
fiscal quarter ended December 31, 2004.

Gross profit decreased by $6,290 for the quarter ended June 30, 2005 from $0 for
the quarter ended June 30, 2004.  The decrease in gross profit is due to certain
sales at or below cost which the Company considered strategically significant to
its long term operating plan.

Total selling,  general and  administrative  expenses for the quarter ended June
30, 2005 were  $347,194 , as  compared to $9,334 for the quarter  ended June 30,
2004. The increase of $337,860 in selling,  general and administrative  expenses
was due primarily to the increased  average  monthly amount of selling,  general
and  administrative  expenses  incurred as the Company developed and implemented
its business plan. Overall,  selling,  general and administrative  expenses were
primarily  made up of wages  and  salaries,  office  expenses,  fees  and  costs
incurred for legal and accounting services, and other administrative costs.

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

As of June 30, 2005,  the Company had a cash balance of $16,245.  The  Company's
total accumulated deficit was $4,662,651 at June 30, 2005. At June 30, 2005, the
company's total current  liabilities were $373,367,  which  represents  accounts
payable, accrued liabilities,  notes payable, deferred revenue and advances by a
shareholder.

The notes payable are as follows:

     o    On November 19, 2004 the Company  purchased  equipment  for a purchase
          price of  $247,000.  Of this  amount,  $107,000  was paid  through the
          issuance of a promissory  note.  The note is payable in twelve monthly
          installments,  ten  installments  of $8,900  and two  installments  of
          $9,000. The note is secured by the assets purchased. At June 30, 2005,
          $44,700 of this note remains outstanding.

     o    On June 1, 2005, the Company  received a loan in the amount of $25,000
          from a director. The note is payable in monthly installments of $2,083
          beginning July 1, 2005. At June 30, 2005, $25,000 of this note remains
          outstanding. This note is convertible into common stock of the Company
          at a price of $1.00 per share.  The Company  calculated the beneficial
          conversion feature of this note to have a fair value of $20,000.  This
          amount is  considered a discount to the note,  and is being  amortized
          monthly over the life of the note.

The company's cash on hand is insufficient  to fund its planned  operating needs
and the company is currently generating minimal revenue.  Management is actively
pursuing  new debt  and/or  equity  financing  and  continually  evaluating  the
company's cash burn rate and capital needs.

NextPhase  plans on seeing funding for working capital  requirements,  necessary
equipment purchases, marketing costs, and other operations for the next year and
foreseeable  future by raising  capital  through the sale of equity  and/or debt
securities,  issuing  common  stock in lieu of cash for services and by advances
from shareholders.

We expect that any sale of additional equity securities or convertible debt will
result in  additional  dilution  to our  stockholders.  The  company can give no
assurance that it will be able to generate adequate funds from operations,  that
funds  will  be  available  to us  from  debt or  equity  financing,  or that if
available,  the company will be able to obtain such funds on favorable terms and
conditions. If the company cannot secure additional funds it will not be able to
continue  as  a  going  concern.   The  company   currently  has  no  definitive
arrangements with respect to additional financing.

                                        5
<PAGE>

While we have raised capital to meet our working  capital and financing needs in
the past,  additional  financing  is  required  in order to meet our current and
projected  cash flow deficits from  operations and  development.  We are seeking
financing  in the form of  equity  in order to  provide  the  necessary  working
capital.  We currently have no commitments for financing.  There is no guarantee
that we will be successful in raising the funds required.

By adjusting its operations and  development  to the level of  capitalization  ,
management  believes it has sufficient  capital resources to meet projected cash
flow deficits  through the next twelve months . However,  if thereafter,  we are
not successful in generating  sufficient liquidity from operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse effect on our business,  results of operations,  liquidity and
financial condition.

The  independent  auditors  report  on our  March  31,  2005 and 2004  financial
statements states that our recurring losses raise  substantial  doubts about our
ability to continue as a going concern.

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

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

ITEM 3. CONTROLS AND PROCEDURES.

Disclosure  controls and procedures are controls and other  procedures  that are
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports  that we file or submit  under the  Securities  Exchange  Act of 1934 is
recorded, processed,  summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, among other things,  controls and procedures designed to
ensure that  information  required to be  disclosed by us in the reports that we
file under the Exchange Act is accumulated  and  communicated to our management,
including our principal  executive and financial  officers,  as  appropriate  to
allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

As of the end of the period  covered by this Quarterly  Report,  we conducted an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive Officer and Chief Financial  Officer,  of our disclosure  controls and
procedures  (as defined in Rule  13a-15(e)  of the Exchange  Act).  Based on his
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and procedures  need  improvement to ensure timely
reporting with the Securities and Exchange Commission.  Our management is in the
process of identifying  deficiencies with respect to our disclosure controls and
procedures   and   implementing   corrective   measures,   which   includes  the
establishment of new internal policies related to financial reporting.

Changes in Internal Control over Financial Reporting
----------------------------------------------------

As required by Rule 13a-15(d) of the Exchange Act, the Company's Chief Executive
Officer  and Chief  Financial  Officer,  also  conducted  an  evaluation  of the
Company's  internal  controls over financial  reporting to determine whether any
changes  occurred  during  the  fiscal  quarter  ended  June 30,  2005 that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial  reporting.  During the preparation of
the Company's financial statements as of and for the period ended June 30, 2005,
the Company has concluded  that the current  system of  disclosure  controls and
procedures  was  not  effective  because  of  the  internal  control  weaknesses
identified below. As a result of this conclusion,  the Company has initiated the
changes  in  internal  control,  to the extent  possible  given  limitations  in
financial and manpower resources,  also described below. It should be noted that
any system of controls,  however well  designed and  operated,  can provide only
reasonable,  and not absolute,  assurance that the objectives of the system will
be met.  In  addition,  the design of any  control  system is based in part upon
certain assumptions about the likelihood of future events.

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

Due to limitations in financial and management  resources,  the Company does not
have adequate  accounting staff. As a result, the Company plans to take steps to
address its  understaffed  Finance and Accounting  team to correct this material
weakness. In that regard, the company engaged an independent contractor,  who is
a CPA with extensive CFO-level management and SEC reporting experience in public
companies,  on July 27, 2005.  The Company feel's this addition to the Company's
Finance and Accounting team will improve the quality of future period  financial
reporting.

                                        6
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1:    LEGAL PROCEEDINGS.

Michael  Jones,  identified in the complaint as a director and a stockholder  of
NextPhase,  filed a complaint against NextPhase  Technologies,  Inc., one of our
wholly-owned  subsidiaries,  and Stephen  Young,  the  Chairman of the Board,  a
director and a stockholder of the company,  in the Superior Court of California,
Orange  County,  on  March  22,  2005.  On July  20,  2005,  prior to any of the
defendants having answered the original complaint, a first amended complaint was
served on the company, which added Sean Rawlins, identified in the first amended
complaint  as a  stockholder  of  NextPhase,  as a  co-plaintiff,  and added the
company  and  Viper   Networks,   Inc.,  a  stockholder   of  the  company,   as
co-defendants.  The first amended complaint alleges that NextPhase Technologies,
Inc.  terminated  Mr. Jones'  employment  without good cause,  failed to pay him
salary  and car  allowance,  failed to  reimburse  him for  expenses,  failed to
approve incentive bonuses and failed to issue employee stock options,  in breach
of an employment  agreement,  and NextPhase  Technologies,  Inc. and the company
failed to return to Mr.  Jones  certain  property  allegedly  owned by him.  The
complaint  further  alleges  that Mr.  Young  fraudulently  induced Mr. Jones to
perform  services  for the  benefit  of  NextPhase  Technologies,  Inc.  and the
company.   The  complaint   further   alleges  that  the  company  is  NextPhase
Technologies,   Inc.'s  successor-in-interest  with  respect  to  an  employment
agreement between Mr. Jones and NextPhase  Technologies,  Inc. The first amended
complaint  makes  similar  allegations  against  the  company  on  behalf of Mr.
Rawlins,  other than the failure to return property. The first amended complaint
also  alleges  claims by Mr.  Rawlins  against  Viper  Networks,  Inc. The first
amended  complaint  indicates  that  Mr.  Jones  and Mr.  Rawlins  will  seek an
undetermined  amount of damages.  NextPhase  and Mr. Young intend to  vigorously
defend this matter.

Additionally,  NextPhase  disputes  the  validity of each of Messrs.  Jones' and
Rawlins' ownership of 2,000,000 shares of company common stock respectively.

Due to the uncertainties  inherent in litigation,  we cannot predict the outcome
of this action.

The  company  reported  an  arbitration  proceeding  between the company and CJM
Group,  Inc.  in its Annual  Report on Form  10-KSB for the year ended March 31,
2005.

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

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

From April 1, 2005 to June 30,  2005 the  Company  offered  and sold for cash an
aggregate of 690,000_ shares of the company's  common stock at a price per share
of $0.50  for a total  amount  of  $345,000  as set  forth  below,  in a private
placement.

The net proceeds from this offering were used for working  capital,  general and
administrative  expenses, legal and accounting fees, the acquisition of NTI, the
purchase of assets from  Buchanan ITS LLC, and the build-out and scale-up of our
Anaheim corporate offices and data facility.

     Holder               Date          # shares     Total price   Consideration
--------------------------------------------------------------------------------
Robert Albert           04/11/05          20,000      $ 10,000         Cash
James Cummings          04/11/05          50,000        25,000         Cash
Nettie McWhorter        04/14/05          10,000         5,000         Cash
Gerald Hackelton        04/18/05          20,000        10,000         Cash
Gary Goodemote          04/20/05          20,000        10,000         Cash
Patricia McDonald       04/25/05          10,000         5,000         Cash
Robert Albert           04/26/05          10,000         5,000         Cash
Fred Tolmasoff          04/26/05          20,000        10,000         Cash
Wayne Hackelton         04/26/05          10,000         5,000         Cash
John Nelson             04/28/05          10,000         5,000         Cash
Michael Houston         04/28/05          20,000        10,000         Cash
PaulGibson              04/28/05          24,000        12,000         Cash
Robert Ford / Digitis   04/29/05         200,000       100,000         Cash
Frank Walsh             05/13/05          10,000         5,000         Cash
Tim Devusser            05/13/05          10,000         5,000         Cash
Gwendolyn Erskine       05/13/05          10,000         5,000         Cash
Richard Huffman         05/18/05          20,000        10,000         Cash
Nicole Piot             05/18/05          20,000        10,000         Cash
Robin Kasten            05/26/05         150,000        75,000         Cash
Paul Gibson             06/02/05          46,000        23,000         Cash
--------------------------------------------------------------------------------
Total                                    690,000      $345,000
                                         =======      ========

                                        7
<PAGE>

During the three months ended June 30, 2005, the Company also sold 70,000 shares
of common stock in the private  placement  which had not been issued at June 30,
2005. These shares were issued in July 2005. These transactions are as follows:

   Holder                 Date         # Shares      Total Price   Consideration
--------------------------------------------------------------------------------
Robert Schenone         04/13/05        20,000        $ 10,000         Cash
Gerald Hackelton        05/04/05        30,000          15,000         Cash
Richard Butler          06/30/05        20,000          10,000         Cash
--------------------------------------------------------------------------------
Total                                   70,000         $35,000
                                        ======         =======

During the three  months ended June 30,  2005,  the Company also issued  690,000
shares of common  stock for which the Company had  received  consideration  in a
prior period:

   Holder                 Date         # Shares      Total Price   Consideration
--------------------------------------------------------------------------------
Michael Buchanan         05/23/05      560,000        $140,000      Equipment
Lynbrook Partners, LLC   06/10/05      350,000          87,500      Finder's Fee
Vasula Samarasinghe      04/01/05       12,000           3,000      Finder's Fee
Michael Irwin            04/01/05      138,000          34,500      Cash
Timothy Roberts          04/01/05       60,000          15,000      Cash
--------------------------------------------------------------------------------
Total                                1,120,000        $280,000
                                     =========        ========

All of the sales described above were made

     o    directly by us to persons with whom  management had direct contact and
          personal relationships, and

     o    to persons who were introduced to us by members of our management.

All of the shares described above were offered and sold under the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.


ITEM 3:  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5:   OTHER INFORMATION.

None.

ITEM 6.   EXHIBITS

3.1   Articles of Incorporation1

3.2   Certificate of Amendment to Articles of Incorporation, as filed on May 15,
      2000 (2)

3.3   Certificate of Amendment to Articles of  Incorporation,  as filed on March
      13, 2001 (1)

3.4   Certificate of Amendment to Articles of Incorporation,  as filed on May 5,
      2003(1)

3.5   Certificate of Amendment to Articles of  Incorporation as filed on January
      21, 2005 (2)

3.6   Amended and Restated By-Laws (3)

10.1  Master Lease  Agreement  dated May 4, 2005 between  Agility Lease Fund and
      NextPhase (4)

31    Certificate  of the Principal  Executive  Officer and Principal  Financial
      Officer  pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted  pursuant
      to section 302 of the Sarbanes-Oxley Act of 2002.

32    Certificate  of the Principal  Executive  Officer and Principal  Financial
      Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section
      906 of Sarbanes-Oxley Act of 2002.

----------
(1)  Incorporated  herein by reference to the exhibits in the  Company's  Annual
Report on Form 10-KSB for the year ended March 31, 2003.

(2)  Incorporated  herein by reference to the exhibit in the  Company's  Current
Report on Form 8-K for an event dated January 21, 2005.

(3) Incorporated  herein by reference to the exhibits to the Company's Quarterly
Report on Form 10-QSB for the period ended September 30, 2004.

(4)  Incorporated  herein by reference to the exhibits to the  Company's  Annual
Report on Form 10-KSB for the year ended March 31, 2005.

                                        8
<PAGE>

                                   SIGNATURES

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

                                 Nextphase Wireless, Inc.

                                 By: /s/  Robert Ford
                                 -----------------------------------------------
                                 Robert Ford
                                 President and Chief Executive Officer

                                 Date: April 4, 2006

                                        9