UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

                                   (Mark One)

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

                For the Quarterly Period Ended September 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 22,479,924 shares of common
stock issued and outstanding as of October 17, 2005.

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


<PAGE>


                            NEXTPHASE WIRELESS, INC.


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



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



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



    Item 1.  Financial Statements.....................................F-1



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



    Item 3.  Controls and Procedures....................................7



PART II - OTHER INFORMATION.............................................9



    Item 1.  Legal Proceedings.........................................11



    Item 2.  Unregistered Sales of Equity Securities and
             Use of Proceeds...........................................11



    Item 3.  Defaults Upon Senior Securities...........................11



    Item 4.  Submission of Matters to a Vote of Security Holders.......11



    Item 5.  Other Information.........................................11



    Item 6.  Exhibits..................................................12

SIGNATURES.............................................................13


                                      -2-
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


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

                                                                  Sept 30,
                                                                    2005
                                                                -----------
ASSETS
Current assets

    Cash and cash equivalents                                     $ 500,803
    Accounts receivable, net of allowance of $0                      41,183


      Total current assets                                          541,986

    Property and equipment, net of accumulated
      depreciation of $ 43,114 (Note 8)                             140,749
    Deposits (Note 6)                                                 3,376
                                                                -----------

Total assets                                                      $ 686,111
                                                                ===========

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities

   Accounts payable and accrued liabilities (Note 9)              $ 248,626
   Notes payable (Note 13)                                           21,335
   Advances payable - stockholders (Note 10)                          8,602
   Deferred revenue (Note 11)                                         6,570
                                                                -----------

      Total current liabilities                                     285,133

   Advances payable (Note 12)                                       800,000
                                                                -----------

Total liabilities                                                 1,085,133

Commitments and contingencies

(Deficiency in) stockholder's equity 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; 22,479,924 shares issued
      and outstanding at September 30, 2005                          22,480
   Additional paid-in capital                                     4,820,818
   Common stock subscribed                                           25,000
   Deferred Compensation                                           (100,000)
   Accumulated deficit                                           (5,167,320)
                                                                -----------
      Total (deficiency in) stockholder's equity                   (399,022)

                                                                -----------
Total liabilities and (deficiency in) stockholders' equity        $ 686,111
                                                                ===========

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


                                      F-1
<PAGE>





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

<TABLE>
<CAPTION>
                                                 For the Three    For the Three    For the Six     For the Six
                                                  Months Ended    Months Ended    Months Ended    Months Ended
                                                    Sept 30          Sept 30         Sept 30        Sept 30
                                                      2005            2004             2005           2004
                                                  ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
                                                                                   (Restated)
                                                                                    (Note 2)
Revenues                                          $     95,476    $       --      $    242,800    $       --

   Cost of goods sold                                   80,375            --           233,989            --
                                                  ------------    ------------    ------------    ------------

Gross profit                                            15,101            --             8,811            --

Operating expenses:
   Selling, general and administrative expenses        495,832       1,610,034         843,026       3,638,881
   Depreciation expense                                 14,815            --            28,664            --
                                                  ------------    ------------    ------------    ------------

      Total operating expenses                         510,647       1,610,034         871,690       3,638,881

Operating loss                                        (495,546)     (1,610,034)       (862,879)     (3,638,881)

Other expense:
   Interest (income) expense                            11,243             500          13,701             722
   Other (income) expense                               (2,120)            --           (2,120)             --
                                                  ------------    ------------    ------------    ------------

      Total other expense                                9,123             500          11,581             722

  Loss before income taxes                            (504,669)     (1,610,534)       (874,460)     (3,639,603)

   Provision for income taxes                             --              --              --              --

                                                  ------------    ------------    ------------    ------------
Net loss                                          $   (504,669)   $ (1,610,534)   $   (874,460)   $ (3,639,603)
                                                  ============    ============    ============    ============

Net loss per share - basic and diluted            $      (0.02)   $      (0.11)   $      (0.04)   $      (0.36)
                                                  ============    ============    ============    ============

Weighted average shares outstanding -
   basic and diluted                                21,927,581      14,850,337      21,179,166      10,186,814
                                                  ============    ============    ============    ============

</TABLE>

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)
<TABLE>
<CAPTION>
                                                                     For the Six
                                                                    Months Ended
                                                                      Sept 30,
                                                               2005            2004
                                                           -------------   -------------

<S>                                                       <C>              <C>

Cash flows from operating activities:
   Net loss                                                $   (874,460)   $  (3,639,603)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
  Non-cash compensation                                          33,160        2,883,750
  Acquisition costs paid through note                                --          510,000
  Amortization of deferred compensation                          50,000               --
   Amortization of discount on note payable                       6,667               --
   Depreciation and amortization                                 28,664               --
  Changes in operating assets and liabilities:
        Accounts receivable                                     (23,606)              --
        Accounts payable and accrued expenses                   146,325          101,631
        Advance payable                                          (3,604)              --
        Deferred revenue                                          2,445               --
                                                           -------------   -------------

   Net cash used in operating activities                       (634,409)        (144,222)

Cash flows from investing activities:
   Acquisition of property and equipment, net of returns        (11,728)          (6,980)
                                                           -------------   -------------

   Net cash used in investing activities                        (11,728)          (6,980)

Cash flows from financing activities:
   Proceeds from advances payable                               800,000               --
   Proceeds from notes payable                                   25,000               --
   Principal payments on notes payable and demand loans        (170,632)        (160,000)
   Shares of stock sold for cash                                410,000          370,250
   Costs of sale of common stock                                     --          (15,033)
   Common stock subscribed                                       35,000               --
   Increase in deposits                                          (3,376)              --
   Advance payable - stockholder                                     --           24,500
   Payments of advance payable - stockholder                         --           (7,500)
                                                           -------------   -------------

   Net cash provided by financing activities                  1,095,992          212,217

Net increase in cash and cash equivalents                       449,855           61,015

Cash and cash equivalents at beginning of period                 50,948               --

                                                           -------------   -------------
Cash and cash equivalents at end of period                    $ 500,803    $      61,015
                                                           =============   =============

</TABLE>

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


                                      F-3
<PAGE>
                            NextPhase Wireless, Inc.
                 Condensed Consolidated Statements of Cash Flows
                             (Unaudited)(Continued)




Supplemental disclosure of cash flow information:

<TABLE>
<CAPTION>


                 Cash paid during the period for:

<S>                                                       <C>             <C>

                                        Interest           $          --   $         722
                                                           =============   =============

                                        Taxes              $          --   $          --
                                                           =============   =============

Common stock issued, previously subscribed                 $     245,000   $          --
                                                           =============   =============

Common stock issued for acquisition of Blazen              $      25,000   $          --
                                                           =============   =============

Beneficial conversion feature of convertible note payable  $      20,000   $          --
                                                           =============   =============

Amortization of discount on note payable associated
   with beneficial conversion feature                      $       6,667   $          --
                                                           =============   =============

Stock issued to consultants                                $      33,160   $          --
                                                           =============   =============

Amortization of deferred compensation                      $      50,000   $          --
                                                           =============   =============

</TABLE>


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


                                      F-4
<PAGE>

                            NEXTPHASE WIRELESS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 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  September  30,  2005 are not  necessarily  indicative
ofresults 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.

                                      F-5
<PAGE>

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.

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 September 30, 2005.

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

Revenues are  recognized in the period that  services are provided.  For revenue
from product  sales,  the Company  recognizes  revenue in accordance  with Staff
Accounting  Bulletin No. 104, REVENUE RECOGNITION  ("SAB104"),  which superceded
Staff Accounting Bulletin No. 101, REVENUE  RECOGNITION IN FINANCIAL  STATEMENTS
("SAB101"). SAB 101 requires that four basic criteria must be met before revenue
can be  recognized:  (1)  persuasive  evidence  of an  arrangement  exists;  (2)
delivery has occurred; (3) the selling price is fixed and determinable;  and (4)
collectibility is reasonably assured.  Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products  delivered and the  collectibility of those amounts.  Provisions
for discounts and rebates to customers,  estimated  returns and allowances,  and
other  adjustments  are  provided  for in the same period the related  sales are
recorded.  The  Company  defers any  revenue  for which the product has not been
delivered or for which  services have not been rendered or are subject to refund
until such time that the Company and the  customer  jointly  determine  that the
product has been  delivered or services  have been rendered or no refund will be
required.

SAB  104   incorporates   Emerging  Issues  Task  Force  00-21  ("EITF  00-21"),
MULTIPLE-DELIVERABLE  REVENUE ARRANGEMENTS.  EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple  products,
services and/or rights to use assets.  The effect of implementing  EITF 00-21 on
the Company's  consolidated financial position and results of operations was not
significant.

The Company  considers  amounts to be earned  once  evidence of an
arrangement  has been  obtained,  services  are  delivered,  fees  are  fixed or
determinable,  and collectibility is reasonably  assured.  The Company generates
and recognizes revenue as follows:

Revenue  from  operating  as a  wireless  Internet  service  provider  of tiered
wireless  Internet  services to business and residential  subscribers.  Internet
services are billed at the  beginning  of each month's  activity at a fixed rate
for each customer.  Customers sign an annual agreement or utilize the service on
a month-to-month basis.

Revenue from the sale and configuration of wireless equipment. NextPhase acts as
a reseller of certain  components  and  equipment  related to its  products  and
services.  Equipment  revenue is  recognized  at the time of shipment FOB to the
customer.  Configuration  is  billed  at an  hourly  rate and  recognized  after
completion.  Costs  associated  with the  equipment  are expensed at the time of
shipment.

Revenue from professional and consulting  services provided by its staff.  These
services include  wireless network  consulting,  interference  surveys,  network
management   and  telephone   consulting.   Revenue  is  recognized   after  the
professional or consulting service has been provided.

                                      F-6
<PAGE>

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 $5,167,320 since inception.

The Company has working capital of $ 256,853 at September 30, 2005. These actors
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.

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.

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 September
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 September 30, 2005 and 2004.

                                      F-7
<PAGE>

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 September 30,
                                                        2005         2004
                                                    -----------   -----------
Net loss - as reported                              $  (504,669)  $(1,610,534)
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                                $  (504,669)  $(1,610,534)

Net loss attributable to common
  shareholders - Pro forma                          $  (504,669)  $(1,610,534)

Basic and diluted loss per share - as reported      $     (0.02)  $     (0.11)
                                                    ===========   ===========

Basic and diluted loss per share - Pro forma        $     (0.02)  $     (0.11)
                                                    ===========   ===========

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 September 30, 2005 or 2004.

                                      F-8
<PAGE>


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 September 30, 2005 and 2004.

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

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.

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
Eff ective 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.

                                      F-9
<PAGE>

NOTE  2 - CHANGE IN PRIOR PERIOD

In October 2005, the Company discovered an error in its previously filed results
for the three months ended June 30,2005. 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.  The cost of sales for the six months ended  September  30, 2005
includes these previously omitted costs.

The net effect of this adjustment is as follows:

                                  As originally
                                     stated                           Restated
                                    3 months       Adjustment        3 months
                                     ended        for cost of          ended
                                  June 30, 2005    goods sold      June 30, 2005
                                  --------------  -------------    -------------

Cost of goods sold                  $  38,926       $ 114,688        $ 153,614

Accounts payable and
  accrued liabilities                 187,069         114,688          301,757

Net loss                             (255,103)       (114,688)        (369,791)

Net loss per common share,
  Basic and diluted                 $   (0.01)      $   (0.01)       $   (0.02)


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)


NOTE  4 - RELATED PARTY TRANSACTIONS

During the three months ended  September  30, 2005,  the Company made  principal
payments  in the  amount of  $26,700  on a note  payable  to a Company  officer.
Principal  in the  amount of  $18,000  remains  outstanding  under  this note at
September 30, 2005. (See Note 13.)

Also  during the three  months  ended  September  30,  2005,  the  Company  made
principal  payments  in the  amount  of $8,332  on a note  payable  to a Company
officer.  Principal in the the amount of $16,668 remains  outstanding under this
note at September 30, 2005 (See Note 13.)


NOTE  5 - ACCOUNTS RECEIVABLE

In May and June 2005,  the Company  entered into an  agreement  with the City of
Anaheim whereby the Company would install certain communications facilities. The
Company  structured the transaction so that the City of Anaheim would pay one of
the Company's suppliers directly for the materials used in the project. The cost
of these  materials  was $114,688,  which is included in the  Company's  cost of
sales for the six months ended September 30, 2005. During the three months ended
September  30,  2005,  the amount of $125,331 was paid by the City of Anaheim to
the Company's  Supplier,  and the supplier remitted to the Company the amount of
$1,400 as the Company's Portion of the profit on this transaction.

NOTE 6 - DEPOSITS

Deposits consist of $3,376 pursuant to an equipment lease (See Note 7).

NOTE 7 - 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.

During the three months ended  September 30, 2005,  the Company  leased  certain
equipment under the Master Lease.  This lease is considered an operating  lease,
and monthly  payments in the amount of $3,247 are  charged to  operations.  This
lease has a term of 36 months.

                                      F-10
<PAGE>


Total amounts due under noncancellable lease payments are as follows:

                               twelve months ending

                     03/31/06   03/31/07   03/31/08  03/31/09
                     --------   --------   --------  -------
                     $25,976     $38,964    $38,964   12,988


NOTE  8 - PROPERTY AND EQUIPMENT

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

Telecommunications equipment                   $ 136,230
Computer equipment                                41,523
Communications Towers (under construction)         6,110
                                               ---------
Total equipment                                  183,863
Less: accumulated depreciation                   (43,114)
                                               ---------
Net property and equipment                     $ 140,749
                                               =========

NOTE  9 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts  payable and accrued  expenses  consisted of the following at September
30, 2005:

Accounts payable and accrued liabilities       $ 223,241
Payroll and related                               16,722
Accrued interest                                   6,451
Sales taxes                                        2,212
                                               ---------
                                               $ 248,626
                                               =========

NOTE  10 - ADVANCES PAYABLE - STOCKHOLDER

The Company has been advanced the net amount of $8,602 by a stockholder.  During
the three months ended  September 30, 2005,  the Company  reduced this amount by
cash payments of $3,604.

NOTE  11 - DEFERRED REVENUE

Deferred  revenue  consists of  prepayments  the Company  has  received  for its
services.  During  the three  months  ended  September  30,  2005,  the  Company
recognized the amount of $1,467 of deferred revenue as income.

NOTE  12 - CASH ADVANCES PAYABLE

During the three months ended  September  30, 2005,  the Company  received  cash
advances  from an investor in the  aggregate  of $800,000.  These cash  advances
accrued  interest at the rate of 9% per annum,  which  amounted to $5,696 during
the three  months  ended  September  30,  2005.  In October  2005,  the  Company
negotiated a note payable  agreement  (the  "October  Note") with this  investor
which replaced the cash advances.  The note payable is due in 24 months,  and is
convertible  into shares of the Company's  common stock at the rate of $0.33 per
share. The October Note bears interest at the rate of 9% per annum, payable on a
quarterly basis in shares of common stock of the Company. Because these advances
were  converted  to a  long-term  liability  in October  2005,  the  Company has
classified  these  advances as a long-term  liability on its balance sheet as of
September 30, 2005.

                                      F-11
<PAGE>


NOTE  13 - NOTES PAYABLE

Notes payable balance at September 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.                                               $ 16,668

   Less:  debt discount  relating to beneficial
   conversion  feature,  net of accumulated
   amortization of $6,667                                    (13,333)
                                                            --------
   Convertible note payable, net                               3,335
                                                            --------

   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 September 30, 2005, the Company made
   principal payments of $26,700                              18,000
                                                            --------
   Total notes payable                                        21,335

   Less: current portion                                     (21,335)
                                                            --------
   Notes payable: long-term                                 $     --
                                                            ========


During the three months ended  September  30, 2005,  the Company made  principal
payments  of $26,700 on a note  payable to a Company  officer.  The  outstanding
principal balance on this note at September 30, 2005 was $18,000.

Also  during the three  months  ended  September  30,  2005,  the  Company  made
principal payments of $8,332 on a note convertible payable to a Company officer.
The  outstanding  principal  balance  on this  note at  September  30,  2005 was
$16,668.  This  note was  discounted  in the  amount  of  $20,000  a  beneficial
conversion feature.  During the three months ended September 30, 2005, $5,000 of
this discount was amortized to interest, and at September 30, 2005 the remaining
discount is $13,333.


NOTE  14 - STOCK TRANSACTIONS

The Company has  authorized  20,000,000  shares of Preferred  Stock,  with a par
value of $.001 per share. As of September 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 September 30, 2005, the
Company has 22,479,924 shares of common stock issued and outstanding.

During the three  months  ended  September  30,  2005,  the Company sold 130,000
shares of common stock at $0.50 per share for cash proceeds of $65,000.

Also during the three months ended September 30, 2005, the Company issued 70,000
shares of common stock which had previously  been  subscribed at $0.50 per share
for cash proceeds of $35,000.

                                      F-12
<PAGE>

Also during the three months ended September 30, 2005, the Company issued 73,200
shares of common stock valued at $33,160 as finders  fees.  The Company  charged
The amount of $33,160 to operations  during the three months ended September 30,
2005.

Also during the three months ended September 30, 2005,  issued 500,000 shares of
Common stock valued at $150,000 for investor  relations services to be performed
over a six month period.  The Company charged the amount of $100,000 to deferred
compensation,  and charged the balance of $50,000 to operations during the three
months ended September 30, 2005.

NOTE 15 - CONTINGENCIES

CJM Arbitration Against NextPhase
---------------------------------

         As discussed in the company's Annual Report on Form 10-KSB for the year
ended March 31, 2005,  on June 17th,  2005,  CJM,  then a 16.7%  stockholder  of
NextPhase,  commenced an  arbitration  proceeding  against  NextPhase  under the
American  Arbitration  Association  Commercial  Arbitration  Rules,  in  Suffolk
County, New York,  claiming that NextPhase breached a consulting  agreement with
CJM.

         The Company  and other  plaintiffs  have  claims  against CJM and other
parties which arose prior to the filing of the arbitration proceedings. Based on
these  pre-existing  claims, the Company and other plaintiffs filed a lawsuit in
the United States District Court for the Eastern  District of New York, which is
described below under the heading  "NextPhase,  Ford,  Young, Wray v. S. Cantor,
Bermingham,  Steo and CJM Group"  (the  "District  Court  Action").  The Company
believes  that CJM filed the  arbitration  in an effort to pre-empt  the company
taking the intitial action with respect to the disputes.

         NextPhase filed an Answer to CJM's Demand for  Arbitration  denying all
of the allegations. On September 15, 2005 and October 11, 2005 respectively, CJM
filed an  Amended  Demand  for  Arbitration  and a  Second  Amended  Demand  for
Arbitration.  In the Amended Demands,  CJM withdrew its breach of contract claim
and  substituted  new claims in which CJM seeks money  damages  and  declaratory
relief  interpreting the federal  securities laws based on alleged tortious acts
by NextPhase  with respect to shares of the Company's  common stock held by CJM.
The Company advised both CJM and the American  Arbitration  Association  that is
has not agreed to participate  in the  arbitration of CJM's tort claims as those
claims are outside the scope of the parties limited agreement to arbitrate under
the  Consulting  Agreement.  The  American  Arbitration  Association  has so far
indicated  that it intends to appoint an  arbitrator  and continue to administer
the arbitration.

         On October 31, 2005 the Company  moved in the District  Court Action to
stay the  arbitration  based on the fact  that the  Second  Amended  Demand  for
Arbitration  arose out of the same series of transactions  which are the subject
of the  District  Court  Action.  The court has not set a hearing  date for this
motion.

                                      F-13
<PAGE>

Bermingham v. NextPhase, Ford and Young; A. Cantor v. NextPhase, Ford and
-------------------------------------------------------------------------
Young

         On  October  4,  2005,  Cindy  Bermingham,  who is the  aunt  of  Corey
Morrison, commenced an action against the Company and Robert Ford, the Company's
Chief  Executive  Officer,  Director and a stockholder,  and Stephen Young,  the
Company's Chairman of the Board of Directors and a stockholder,  in the Superior
Court of the State of California,  Orange County.  The complaint alleges certain
improper  activities  in connection  with Ms.  Bermingham's  attempted  sales of
shares of the Company's common stock that she had allegedly received from CJM as
a gift. Her contentions include, among other things,

o         the  defendants  engaged  in  activities  which  interfered  with  Ms.
          Bermingham's economic relationships with certain broker-dealers,

o         NextPhase  breached its fiduciary  duty to her and  wrongfully  caused
          restrictive  legends to be placed on NextPhase  shares that she owned,
          and

o         shares that were  transferred to her by an affiliate of the company as
          a gift are not subject to any restrictions or free marketability.

         Ms. Bermingham is seeking  compensatory and punitive damages in amounts
to be determined at trial and declaratory judgment with respect to her ownership
and saleability of her NextPhase shares.

         Contemporaneously,  Annette  Cantor,  who is the  grandmother  of Corey
Morrison,  brought a similar action against the Company, Robert Ford and Stephen
Young in the  Superior  Court of the State of  California,  Orange  County.  The
complaint contains similar allegations as those made in the Bermingham action.

         These two actions, like the CJM arbitration,  also arose in the context
of broader claims of the Company  against Mr.  Cantor,  Mr.  Morrison,  CJM, Ms.
Cantor, Ms. Bermingham,  and Mr. Steo, which are described in the District Court
Action below.  The Company  believes that the plaintiffs filed these two actions
in an effort to pre-empt the company taking the first action with respect to the
disputes.  On November 2, 2005 the Company  removed  both  actions to the United
States District Court for the Central District of California,  located in Orange
County, California.

         NextPhase, and to NextPhase's knowledge,  the other defendants,  intend
to vigorously  contest the plaintiffs claims in each of the actions.  NextPhase,
Messrs.  Ford and Young as well as other  plaintiffs are pursuing claims against
Ms. Bermingham and Ms. Cantor, as well as other defendants,  some of which arise
out of the  same  set of facts  underlying  this  action,  as  described  in the
District Court Action below.

         NextPhase, Ford, Young and Wray v. S. Cantor, Morrison, A. Cantor,
       ------------------------------------------------------------------
Bermingham, Steo and CJM
------------------------

         Based on their  affirmative  claims,  on October 28, 2005 NextPhase and
Robert Ford, the Chief Executive Officer and Director,  Stephen Young,  Chairman
of the Board and  Director and James Wray,  President  of  NextPhase  Broadband,
Secretary and Director,  each of whom is a shareholder of the company,  filed an
action against Steven Cantor, Corey Morrison,  Annette Cantor, Cindy Bermingham,
Paul Steo and CJM in the United States District Court,  Eastern  District of New
York. The complaint alleges that in connection with trading or attempted trading
in the Company's  shares of common stock,  contractual  and other  relationships
between  certain  of  the  defendants  and  certain  of  the   plaintiffs,   and
relationships  between the Company and third parties,  the defendants engaged in
activities and schemes that amounted to:

                                      F-14
<PAGE>



o         insider trading,

o         manipulation of security prices,

o         tortious  interference  with  relationships  between NextPhase and its
          investment  banker,  and other third parties with which  NextPhase was
          pursuing transactions,

o         breach of fiduciary duty,

o         breach of confidentiality agreements,

o         fraudulent  inducements  of  certain of the  plaintiffs  to enter into
          transactions, and

o         securities  fraud  in  connection  with  the  sale  of  the  Company's
          securities in the open market.

         The Company is seeking  declaratory  relief that certain shares sold in
the open market by one or more of the  defendants  were sold in violation of SEC
Rule  144,  as well  as  monetary  damages,  which  the  Company  and the  other
plaintiffs  claim are at least  $5,400,000  for certain of the causes of action,
and punitive damages for certain claims of at least $1,000,000, or other amounts
and other relief that the court deems appropriate.

[The Summons and Complaint has been served on the  defendants  and no answer has
been interposed by any of the defendants].

         Jones and Rawlins v. NextPhase, Young and Viper Networks, Inc.
         --------------------------------------------------------------

         The company  previously  reported an action by Michael  Jones and Shawn
Rawlins  against the  Company,  Stephen  Young and Viper  Networks,  Inc. in its
Quarterly  Report on Form 10-QSB for the period ended June 30, 2005. The Company
and Mr. Young have served  answers in this action denying the  allegations,  and
intend to vigorously defend this matter.

          Due to the uncertainties inherent in litigation, we cannot predict the
outcome of any of these actions.

         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.

NOTE 16 - 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 had an  accumulated  deficit of $4,292,860 at
March 31, 2005. 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.

                                      F-15
<PAGE>

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  17 - SUBSEQUENT EVENTS

In October 2005, the Company  entered into a converted its $800,000 cash advance
from an investor into a convertible note payable (the "October Note").  The note
payable is due in 24 months,  and is  convertible  into shares of the  Company's
common stock at the rate of $0.33 per share.  The October Note bears interest at
the rate of 9% per annum, payable on a quarterly basis in shares of common stock
of the Company.

                                      F-16
<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

Three months ended September 30, 2005:

Revenue for the quarter ended September 30, 2005 was $95,476,  as compared to $0
for the quarter ended September 30, 2004. The increase of $95,476 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.

Cost of good sold was  $80,375 for the three  months  ended  September  30, 2005
compared to $0 in the prior  period.  Gross profit  increased by $15,101 for the
quarter ended  September  30, 2005 from $0 for the quarter  ended  September 30,
2004.  The  increase  in  gross  profit  is due to  commencement  of  commercial
operations and the generation of initial revenue by the company  starting in the
third fiscal quarter of 2004.

Total selling,  general and  administrative  expenses for the quarter ended Sept
30, 2005 were $495,832,  a decrease of approximately 69% compared to compared to
$1,610,034  for the quarter  ended  September  30,  2004.  Selling,  general and
administrative  expenses for the three months ended September 30, 2005 consisted
primarily of payroll and related costs of $149,020; legal and accounting fees of
$143,497;  non-cash  compensation  of $83,160;  facilities  and related costs of
$35,888; travel and entertainment of $27,974; consulting fees of $20,186; office
supplies and expenses of $11,191;  and public  relations and marketing  costs of
$11,142.

Depreciation  expense for the three months ended  September 30, 2005 was $14,815
compared  To $0 in the prior  year.  The reason for the  increased  depreciation
expense in an Increase in the Company's  capital  assets as we begin to scale up
our operations.

Interest income (expense), net for the three months ended September 30, 2005 was
$11,243,  An  increase of $10,743  compared to interest  expense of $500 for the
three months ended  September  30, 2004.  The increase was due to an increase in
the Company's debt, along with the amortization of the discount  associated with
the beneficial conversion feature of a note payable.

For the  reasons  above,  the  Company's  net loss for the  three  months  ended
September 30, 2005 was  $504,699,  a decrease of $1,105,835 or 69% compared to a
net loss of $1,610,534 For the three months ended September 30, 2004.

Six months ended September 30, 2005:

Revenue for the six months ended September 30, 2005 was $242,800, as compared to
$0 for the six months  September  30, 2004.  The increase of $242,800 in revenue
was due to the  commencement  of  commercial  operations  following  the reverse
acquisition  of 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.

Cost of good sold was  $233,989  for the six months  ended  September  30, 2005,
compared To $0 for the six months ended September 30, 2004.

In October 2005, the Company discovered an error in its previously filed results
for the three months ended June 30,2005. 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.  The cost of sales for the six months ended  September  30, 2005
include these previously omitted costs.

Gross profit  increased by $8,811 for the six months  ended  September  30, 2005
from $0 for the quarter ended  September 30, 2004.  The increase in gross profit
is due to  commencement  of commercial  operations and the generation of initial
revenue by the company starting in the third fiscal quarter of 2004.

                                      -5-
<PAGE>

Total  selling,  general and  administrative  expenses  for the six months ended
September 30, 2005 were $843,026,  a decrease of  approximately  77% compared to
compared to $3,638,881 for the quarter ended September 30, 2004. The decrease of
$2,795,855 in SG&A 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.  SG&A expenses for the six months
ended  September  30, 2005  consisted  primarily of payroll and related costs of
$302,892;  legal and  accounting  fees of  $188,175;  non-cash  compensation  of
$83,160; facilities and related costs of $71,039; public relations and marketing
costs of $58,796;  travel and  entertainment  of $43,417;  office  supplies  and
expense of $25,839; and consulting fees of $20,186.


Depreciation  expense for the six months  ended  September  30, 2005 was $28,664
compared  To $0 in the prior  year.  The reason for the  increased  depreciation
expense in an Increase in the Company's  capital  assets as we begin to scale up
our operations.

Interest income  (expense),  net for the six months ended September 30, 2005 was
$13,701, an increase of $12,979 compared to interest expense of $722 for the six
months  ended  September  30,  2004.  The increase was due to an increase in the
Company's debt, along with the amortization of the discount  associated with the
beneficial conversion feature of a note payable.

For the reasons above, the Company's net loss for the six months ended September
30, 2005 was $874,460, a decrease of $2,765,143 or 76% compared to a net loss of
$3,639,603 For the six months ended September 30, 2004.


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

As of September 30, 2005, the Company had working capital of $256,853,  compared
to a working  capital  deficit of $230,407 at March 31,  2005.  Working  capital
includes cash of $500,803,  accounts receivable of $41,183, accounts payable and
accrued liabilities of $248,626, notes payable of $21,335, advances payable to a
stockholder of $8,602, and deferred revenue of $6,570.

Advances and 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 September 30,
          2005, $18,000 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 September  30, 2005,  $8,332 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.  At September 30,
          2005,  $6,667 of this discount had been amortized to interest expense,
          and $13,333 remains outstanding.

     o    During the three months ended September 30, 2005, the Company received
          cash  advances  from an investor in the  aggregate of $800,000.  These
          cash  advances  accrued  interest  at the rate of 9% per annum,  which
          amounted to $5,696  during the three months ended  September 30, 2005.
          In October 2005, the Company  negotiated a note payable agreement (the
          "October  Note") with this investor  which replaced the cash advances.
          The note payable is due in 24 months,  and is convertible  into shares
          of the  Company's  common  stock at the rate of $0.33 per  share.  The
          October Note bears interest at the rate of 9% per annum,  payable on a
          quarterly  basis in  shares of common  stock of the  Company.  Because
          these  advances  were  converted  to a long-term  liability in October
          2005,  the  Company  has  classified  these  advances  as a  long-term
          liability on its balance sheet as of September 30, 2005.


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.

                                      -6-
<PAGE>

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.


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 our  operations  and  development  to the level of  capitalization,
management  believes we have 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
------------------------------

During the three months ended  September  30, 2005,  the Company  entered into a
three-year lease agreement for certain equipment. This lease is classified as an
operating lease and the amount of $3,246 per month is charged to operations.

We have no other  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.

                                      -7-
<PAGE>

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  September 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 September 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.  Additionally,  in the quarter ended September 30,
2005, the Company engaged:

     o    a full-time internal  accountant who undertakes  controller  functions
          for the Company, and

     o    a part-time internal accountant.

The Company  feels this addition to the Company's  Finance and  Accounting  team
will improve the quality of future period financial reporting.

                                      -8-
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1:    LEGAL PROCEEDINGS.

CJM Arbitration Against NextPhase
---------------------------------

         As discussed in the company's Annual Report on Form 10-KSB for the year
ended March 31, 2005,  on June 17th,  2005,  CJM,  then a 16.7%  stockholder  of
NextPhase,  commenced an  arbitration  proceeding  against  NextPhase  under the
American  Arbitration  Association  Commercial  Arbitration  Rules,  in  Suffolk
County, New York,  claiming that NextPhase breached a consulting  agreement with
CJM.

         The Company  and other  plaintiffs  have  claims  against CJM and other
parties which arose prior to the filing of the arbitration proceedings. Based on
these  pre-existing  claims, the Company and other plaintiffs filed a lawsuit in
the United States District Court for the Eastern  District of New York, which is
described below under the heading  "NextPhase,  Ford,  Young, Wray v. S. Cantor,
Bermingham,  Steo and CJM Group"  (the  "District  Court  Action").  The Company
believes  that CJM filed the  arbitration  in an effort to pre-empt  the company
taking the intitial action with respect to the disputes.

         NextPhase filed an Answer to CJM's Demand for  Arbitration  denying all
of the allegations. On September 15, 2005 and October 11, 2005 respectively, CJM
filed an  Amended  Demand  for  Arbitration  and a  Second  Amended  Demand  for
Arbitration.  In the Amended Demands,  CJM withdrew its breach of contract claim
and  substituted  new claims in which CJM seeks money  damages  and  declaratory
relief  interpreting the federal  securities laws based on alleged tortious acts
by NextPhase  with respect to shares of the Company's  common stock held by CJM.
The Company advised both CJM and the American  Arbitration  Association  that is
has not agreed to participate  in the  arbitration of CJM's tort claims as those
claims are outside the scope of the parties limited agreement to arbitrate under
the  Consulting  Agreement.  The  American  Arbitration  Association  has so far
indicated  that it intends to appoint an  arbitrator  and continue to administer
the arbitration.

         On October 31, 2005 the Company  moved in the District  Court Action to
stay the  arbitration  based on the fact  that the  Second  Amended  Demand  for
Arbitration  arose out of the same series of transactions  which are the subject
of the  District  Court  Action.  The court has not set a hearing  date for this
motion.

Bermingham v. NextPhase, Ford and Young; A. Cantor v. NextPhase, Ford and
-------------------------------------------------------------------------
Young

         On  October  4,  2005,  Cindy  Bermingham,  who is the  aunt  of  Corey
Morrison, commenced an action against the Company and Robert Ford, the Company's
Chief  Executive  Officer,  Director and a stockholder,  and Stephen Young,  the
Company's Chairman of the Board of Directors and a stockholder,  in the Superior
Court of the State of California,  Orange County.  The complaint alleges certain
improper  activities  in connection  with Ms.  Bermingham's  attempted  sales of
shares of the Company's common stock that she had allegedly received from CJM as
a gift. Her contentions include, among other things,

o         the  defendants  engaged  in  activities  which  interfered  with  Ms.
          Bermingham's economic relationships with certain broker-dealers,

o         NextPhase  breached its fiduciary  duty to her and  wrongfully  caused
          restrictive  legends to be placed on NextPhase  shares that she owned,
          and

o         shares that were  transferred to her by an affiliate of the company as
          a gift are not subject to any restrictions or free marketability.

         Ms. Bermingham is seeking  compensatory and punitive damages in amounts
to be determined at trial and declaratory judgment with respect to her ownership
and saleability of her NextPhase shares.

         Contemporaneously,  Annette  Cantor,  who is the  grandmother  of Corey
Morrison,  brought a similar action against the Company, Robert Ford and Stephen
Young in the  Superior  Court of the State of  California,  Orange  County.  The
complaint contains similar allegations as those made in the Bermingham action.

         These two actions, like the CJM arbitration,  also arose in the context
of broader claims of the Company  against Mr.  Cantor,  Mr.  Morrison,  CJM, Ms.
Cantor, Ms. Bermingham,  and Mr. Steo, which are described in the District Court
Action below.  The Company  believes that the plaintiffs filed these two actions
in an effort to pre-empt the company taking the first action with respect to the
disputes.  On November 2, 2005 the Company  removed  both  actions to the United
States District Court for the Central District of California,  located in Orange
County, California.


                                      -9-
<PAGE>

         NextPhase, and to NextPhase's knowledge,  the other defendants,  intend
to vigorously  contest the plaintiffs claims in each of the actions.  NextPhase,
Messrs.  Ford and Young as well as other  plaintiffs are pursuing claims against
Ms. Bermingham and Ms. Cantor, as well as other defendants,  some of which arise
out of the  same  set of facts  underlying  this  action,  as  described  in the
District Court Action below.

         NextPhase, Ford, Young and Wray v. S. Cantor, Morrison, A. Cantor,
       ------------------------------------------------------------------
Bermingham, Steo and CJM
------------------------

         Based on their  affirmative  claims,  on October 28, 2005 NextPhase and
Robert Ford, the Chief Executive Officer and Director,  Stephen Young,  Chairman
of the Board and  Director and James Wray,  President  of  NextPhase  Broadband,
Secretary and Director,  each of whom is a shareholder of the company,  filed an
action against Steven Cantor, Corey Morrison,  Annette Cantor, Cindy Bermingham,
Paul Steo and CJM in the United States District Court,  Eastern  District of New
York. The complaint alleges that in connection with trading or attempted trading
in the Company's  shares of common stock,  contractual  and other  relationships
between  certain  of  the  defendants  and  certain  of  the   plaintiffs,   and
relationships  between the Company and third parties,  the defendants engaged in
activities and schemes that amounted to:

o         insider trading,

o         manipulation of security prices,

o         tortious  interference  with  relationships  between NextPhase and its
          investment  banker,  and other third parties with which  NextPhase was
          pursuing transactions,

o         breach of fiduciary duty,

o         breach of confidentiality agreements,

o         fraudulent  inducements  of  certain of the  plaintiffs  to enter into
          transactions, and

o         securities  fraud  in  connection  with  the  sale  of  the  Company's
          securities in the open market.

         The Company is seeking  declaratory  relief that certain shares sold in
the open market by one or more of the  defendants  were sold in violation of SEC
Rule  144,  as well  as  monetary  damages,  which  the  Company  and the  other
plaintiffs  claim are at least  $5,400,000  for certain of the causes of action,
and punitive damages for certain claims of at least $1,000,000, or other amounts
and other relief that the court deems appropriate.

[The Summons and Complaint has been served on the  defendants  and no answer has
been interposed by any of the defendants].

         Jones and Rawlins v. NextPhase, Young and Viper Networks, Inc.
         --------------------------------------------------------------

         The company  previously  reported an action by Michael  Jones and Shawn
Rawlins  against the  Company,  Stephen  Young and Viper  Networks,  Inc. in its
Quarterly  Report on Form 10-QSB for the period ended June 30, 2005. The Company
and Mr. Young have served  answers in this action denying the  allegations,  and
intend to vigorously defend this matter.

          Due to the uncertainties inherent in litigation, we cannot predict the
outcome of any of these actions.

         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.

                                      -10-
<PAGE>


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

From July 1, 2005 to September 30, 2005 the Company offered and sold for cash an
aggregate of 130,000_ shares of the company's  common stock at a price per share
of $0.50  for a total  amount  of  $130,000  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,  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
--------------------------------------------------------------------------------
Jeffrey Lawrence        07/07/05          60,000      $ 30,000         Cash
Dean & Holly Valentine  07/07/05          20,000        10,000         Cash
Robin Kasten            07/07/05          30,000        15,000         Cash
Alex Gianetti           07/22/05          20,000        10,000         Cash

--------------------------------------------------------------------------------
Total                                    130,000       $65,000
                                         =======       =======

During the three months ended September 30, 2005, the Company also issued 70,000
shares of common  stock for which the Company had  received  consideration  in a
prior period:

   Holder                 Date         # Shares      Total Price   Consideration
--------------------------------------------------------------------------------
Robert Schenone         07/22/05          20,000      $ 10,000         Cash
Richard Butler          07/07/05          20,000        10,000         Cash
Gerald Hackelton        08/07/05          30,000        15,000         Cash
--------------------------------------------------------------------------------
Total                                     70,000      $ 35,000
                                          ======        ======

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.

On July 15 and  September  30,  2005,  the  company  received  cash  advances of
$300,000 and $500,000,  respectively, from Richard C. Strain. On October 1, 2005
the company issued an $800,000  Convertible  Promissory  Note to memorialize the
loan. The lender opted to accept  quarterly  payments of interest under the Note
in unregistered shares of the Company's common stock at the rate of nine percent
annually.  The shares will be valued at $0.33 per share. The principal under the
Note is  payable  in one lump sum 24  months  after the date of this  Note.  The
lender may  convert  the  principal  interest  under the Note into  unregistered
shares of common stock of the Company at the rate of $.33 per share at any time.
The Note may be prepaid by the Company without  penalty.  Payment under the Note
accelerates  and  becomes  immediately  payable  at the  holder's  option if any
payment under the Note is five or more days late.

The  foregoing  disclosure is intended to set forth the  disclosure  required by
Current Report on Form 8-K Item 1.01 and Item 2.03.

                                      -11-
<PAGE>

ITEM 6. EXHIBITS

3.1   Articles of Incorporation (1)

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)

10.2  $800,000 convertible  Promissory Note dated October 1, 2005 from NextPhase
      to Richard Strain.

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.

                                      -12-
<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: November 14, 2005

                                      -13-