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 December 31, 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 22,427,912 shares of common
stock issued and outstanding as of February 9, 2006.

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 December 31, 2005



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

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

    Item 1.  Financial Statements (Unaudited)........................F-1 to F-14

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

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

PART II - OTHER INFORMATION..........................................8

    Item 1.  Legal Proceedings.......................................8

    Item 2.  Unregistered Sales of Equity Securities and
             Use of Proceeds.........................................9

    Item 3.  Defaults Upon Senior Securities.........................9

    Item 4.  Submission of Matters to a Vote of Security Holders.....9

    Item 5.  Other Information.......................................9

    Item 6.  Exhibits...............................................10

SIGNATURES..........................................................10


                                       -2-


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                            NextPhase Wireless, Inc.
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)
                                                                      Dec 31,
                                                                       2005
                                                                    ----------
ASSETS

Current assets:
    Cash and cash equivalents                                       $   35,975
    Accounts receivable, net of allowance of $8,383 (Note 5)            65,341
    Other receivables (Note 6)                                         198,000
    Other current assets                                                 4,599
                                                                    ----------

      Total current assets                                             303,915

    Property and equipment, net of accumulated
      depreciation of $61,242 (Note 9)                                 171,774
    Deposits (Note 7)                                                    3,376
                                                                    ----------

Total assets                                                        $  479,065
                                                                    ==========

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY

Current liabilities:
   Advances payable (Note 13)                                       $  800,000
   Accounts payable and accrued liabilities (Note 10)                  412,615
   Notes payable (Note 14)                                              10,184
   Advances payable - stockholders (Note 11)                             1,700
   Deferred revenue (Note 12)                                            1,128
                                                                    ----------

      Total current liabilities                                      1,225,627

Commitments and contingencies                                              -

(Deficiency in) stockholder's equity (Note 15)
   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 December 31, 2005 (Note 15)                    22,480
   Additional paid-in capital                                        4,820,818
   Common stock subscribed                                              25,000
   Deferred Compensation                                               (50,000)
   Stock cancellation receivable (Note 16)                            (723,750)
   Accumulated deficit                                              (4,841,110)
                                                                    ----------
     Total (deficiency in) stockholder's equity                       (746,562)

                                                                    ----------
Total liabilities and (deficiency in) stockholders' equity          $  479,065
                                                                    ==========

              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 Nine    For the Nine
                                                  Months Ended     Months Ended   Months Ended    Months Ended
                                                     Dec 31          Dec 31          Dec 31          Dec 31
                                                      2005            2004            2005            2004
                                                  ------------   -------------    ------------    ------------
<S>                                             <C>               <C>               <C>               <C>



Revenues                                          $     97,541    $     15,988    $    340,341    $     15,988

   Cost of revenue                                      59,141           8,116         293,130           8,116
                                                  ------------    ------------    ------------    ------------
Gross profit                                            38,400           7,872          47,211           7,872

Operating expenses:
   Selling, general and administrative expenses        582,313         234,925       1,425,339       3,227,806
   Depreciation                                         18,129            --            46,793
   Acquisition costs                                      --              --              --           646,000
                                                  ------------    ------------    ------------    ------------
      Total operating expenses                         600,442         234,925       1,472,132       3,873,806
                                                  ------------    ------------    ------------    ------------

Operating loss                                        (562,042)       (227,053)     (1,424,921)     (3,865,934)

Other (income) expense:
   Legal settlement                                   (915,500)           --          (915,500)           --
   Interest (income) expense                            27,248           1,167          40,949           1,889
   Other (income) expense                                 --              --            (2,120)           --
                                                  ------------    ------------    ------------    ------------
      Total other (income) expense                    (888,252)          1,167        (876,671)          1,889

                                                  ------------    ------------    ------------    ------------
  Income (Loss) before income taxes                    326,210        (228,220)       (548,250)     (3,867,823)

   Provision for income taxes                             --              --              --              --
                                                  ------------    ------------    ------------    ------------
Net income (loss)                                 $    326,210    $   (228,220)   $   (548,250)   $ (3,867,823)
                                                  ============    ============    ============    ============

Net income (loss) per share -
   basic and fully-diluted                        $       0.01    $      (0.01)   $      (0.03)   $      (0.31)
                                                  ============    ============    ============    ============

Weighted average shares outstanding -
   basic and fully-diluted                         22,479,924      17,569,463      21,614,328      12,656,646
                                                  ============    ============    ============    ============



</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 Nine
                                                                  Months Ended
                                                              Dec 31,       Dec 31,
                                                               2005           2004
                                                           -----------    -----------
<S>                                                      <C>              <C>


Cash flows from operating activities:
  Net loss                                                 $  (548,250)   $(3,867,823)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
  Legal settlement                                            (918,500)            --
  Non-cash compensation                                         33,160      2,883,750
  Acquisition costs paid through note                               --        510,000
  Amortization of deferred compensation                         100,000            --
  Amortization of discount on note payable                      15,665             --
  Bad debt expense                                               8,383             --
  Depreciation and amortization                                 46,793          4,116
  Changes in operating assets and liabilities:
        Accounts receivable                                    (56,147)       (16,050)
        Accounts payable and accrued expenses                  307,064        171,526
        Other current assets                                    (4,599)            --
        Advance payable                                        (10,506)            --
        Deferred revenue                                        (2,997)            --
                                                           -----------    -----------

   Net cash used in operating activities                    (1,029,934)    (314,481)

Cash flows from investing activities:
   Acquisition of property and equipment, net of returns       (60,882)       (22,066)
                                                           -----------    -----------

   Net cash used in investing activities                       (60,882)       (22,066)

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       (190,781)      (260,000)
   Common stock subscribed                                      35,000             --
   Payments for deposits                                        (3,376)            --
   Advance payable - stockholder                                    --         81,044
   Payments of advance payable - stockholder                        --         (7,500)
   Sale of common stock                                        410,000        630,750
   Costs of sale of common stock                                    --        (15,033)
                                                           -----------    -----------

   Net cash provided by financing activities                 1,075,843        429,261

Net increase (decrease) in cash and cash equivalents           (14,973)        92,714

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

Cash and cash equivalents at end of period                 $    35,975    $   92,714
                                                           ===========    ===========

                                       F-3
<PAGE>

Supplemental disclosure of cash flow information:

                         Cash paid during the period for:

                                                 Interest  $        --    $     1,889
                                                           ===========    ===========

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


Note issued for equipment                                  $        --    $   107,000
                                                           ===========    ===========

Common stock to be issued for equipment                    $        --    $   140,000
                                                           ===========    ===========

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                      $    15,665    $        --
                                                           ===========    ===========

Stock issued to consultants                                $   133,160    $        --
                                                           ===========    ===========

Amortization of deferred compensation                      $   100,000    $        --
                                                           ===========    ===========

Stock cancellation receivable from legal settlement        $   723,750    $        --
                                                           ===========    ===========

Marketable securities receivable from legal settlement     $   198,000    $        --
                                                           ===========    ===========

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

</TABLE>


                                       F-4
<PAGE>



                            NEXTPHASE WIRELESS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 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.


     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 and nine months ended  December  31, 2005 are not  necessarily
indicative of the results of operations to be expected for the full year.

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

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


                                       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 December 31, 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 $4,841,110 since inception.

The Company has a working  capital  deficit of  ($921,712) at December 31, 2005.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.  These  financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts,  or amounts and classification of liabilities that might
result from this uncertainty.

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

The Company has  developed an integrated  portfolio of  innovative  connectivity
products  and services  that  includes  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);  design,  deployment of Sudden NetworkTM Solutions
(`on demand' networks that allow rapid and cost-effective  extension of existing
Networks,  or rapid  deployment  of temporary  networks in response to unplanned
events);  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 December 31,
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 December 31, 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 December 31,
                                                        2005         2004
                                                    -----------   -----------
Net income (loss) - as reported                     $   326,210   $  (228,220)
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 income (loss) - Pro forma                       $   326,210   $  (228,220)

Net income (loss) attributable to common
  shareholders - Pro forma                          $   326,210   $  (228,220)

Basic and diluted income (loss)
  per share - as reported                           $      0.01   $     (0.01)
                                                    ===========   ===========

Basic and diluted income (loss)
  per share - Pro forma                             $      0.01   $     (0.01)
                                                    ===========   ===========


                                                          For the nine
                                                     months ended December 31,
                                                        2005         2004
                                                    -----------   -----------
Net loss - as reported                              $  (548,250)  $(3,867,823)
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                                $  (548,250)  $(3,867,823)

Net loss attributable to common
  shareholders - Pro forma                          $  (548,250)  $(3,867,823)

Basic and diluted loss per share - as reported      $     (0.03)  $     (0.31)
                                                    ===========   ===========

Basic and diluted loss per share - Pro forma        $     (0.03)  $     (0.31)
                                                    ===========   ===========


                                       F-8
<PAGE>

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.  At December 31,  2005,  the Company has
outstanding a note payable and accrued  interest which are  convertible at $1.00
per share into an  aggregate  of 12,231  shares of common  stock at December 31,
2005.  These  shares  of the  Company's  common  stock are not  included  in the
calculation of diluted loss per share as the effect would be anti-dilutive.

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 December 31, 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.

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 nine months  ended  December 31, 2005
includes these previously omitted costs.


                                       F-9
<PAGE>

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.  These  shares  have not been  issued  at
December 31, 2005.

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  December  31,  2005,  the Company made  principal
payments  in the  amount  of  $8,900 on a note  payable  to a  Company  officer.
Principal  in the  amount  of  $9,100  remains  outstanding  under  this note at
December  31, 2005.  (See Note 14.) Also during the three months ended  December
31, 2005, the Company made principal  payments in the amount of $6,249 on a note
payable to a Company officer. In addition,  the Company made a payment of $5,000
toward a personal  liability  of this  officer,  and applied this payment to the
principal amount of the note to the officer.  Total principal  reductions during
the three months ended December 31, 2005 under this note were $11,249. Principal
in the amount of $5,419 remains outstanding under this note at December 31, 2005
(See Note 14.)

NOTE 5 - ACCOUNTS RECEIVABLE

The Company has trade  accounts  receivable in the amount of $73,724 at December
31, 2005 and has  reserved  the amount of $8,383.  Net  accounts  receivable  at
December 31, 2005 are $65,341.

NOTE 6 - OTHER RECEIVABLES

Other  receivables  consist of 3,300,000 shares of Nathaniel Energy  Corporation
which the Company is to receive  pursuant  to the terms of the legal  settlement
with the CJM Group,  Inc.  (see Note 17).  These  shares  had a market  value at
December  20,  2005,  the date of the  settlement,  of $0.06  per  share  for an
aggregate  market value of $198,000.  At December 31, 2005,  the Company had not
yet received custody of these shares.

NOTE 7 - DEPOSITS

Deposits consist of $3,376 pursuant to an equipment lease (See Note 8).

NOTE 8 - LEASES

                                      F-10
<PAGE>

In July and August 2005, the Company entered into lease  agreements for the land
upon which the Company has located two of its broadcast towers. These leases are
for a three-year  term.  Base monthly rental under these two leases are $600 and
$500.  These  leases  contain   escalator   clauses  of  3%  and  5%  per  year,
respectively.

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
                     --------   --------   --------  -------
                     $13,041     $52,533    $53,065   17,188


NOTE 9 - PROPERTY AND EQUIPMENT

Communications Towers
---------------------

The Company intends to utilize  broadcast  towers as their main POP's (Points of
Presence)  and to deliver  Point to  Multipoint  broadband  connectivity  to the
Company's  existing  and  potential  clients.  Depending  on tower  location and
visibility,  each  tower  will  cover a range  from 240 to 360  degrees,  with a
broadcast  strength  in excess of 25 miles  delivering  an  average of 32Mbps of
broadband  data service.  Within this coverage  area, the company will sell data
circuits for internet service, video and/or VoIP service.

At December 31,  2005,  there were eight  towers in  operation.  Three key sites
(Sierra Peak,  Orange Hill and Hogs Back) were deployed  during the three months
ended December 31, 2005 and a further site (Santiago Peak) is due for completion
during  the  next  quarter.   The  estimated   useful  life  of  the  towers  is
approximately ten years. The Company begins to depreciate the cost of each tower
when the tower is placed into service.


Property and equipment is as follows at December 31, 2005:
---------------------------------------------------------

Telecommunications equipment                   $ 136,230
Computer equipment                                55,260
Communications Towers                             34,351
Leasehold improvements                             7,176
                                               ---------
Total property and equipment                     233,017
Less: accumulated depreciation                   (61,242)
                                               ---------
Net property and equipment                     $ 171,774
                                               =========

NOTE 10 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued expenses consisted of the following at December 31,
2005:

Accounts payable and accrued liabilities       $ 355,827
Payroll and related                               29,267
Accrued interest                                  24,825
Sales taxes                                        2,696
                                               ---------
                                               $ 412,615
                                               =========

NOTE  11 - ADVANCES PAYABLE - STOCKHOLDER

At December 31, 2005, the Company has been advanced the amount of $1,700, net of
repayments,  by a stockholder.  During the three months ended December 31, 2005,
the Company reduced the amount due by cash payments of $6,902.

NOTE  12 - DEFERRED REVENUE

Deferred  revenue  consists of  prepayments  the Company  has  received  for its
services.  During  the  three  months  ended  December  31,  2005,  the  Company
recognized the amount of $5,742 of deferred revenue as income.

                                      F-11
<PAGE>

NOTE  13 - CASH ADVANCES PAYABLE

During the three months  ended  December 31,  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  December  31,  2005.  The Company has received a verbal
commitment  from this  investor to convert  these  advances  into a note payable
agreement, though this conversion has not occurred at December 31, 2005.

NOTE  14 - NOTES PAYABLE - CURRENT

Notes payable balance at December 31, 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.                                               $  5,419

   Less:  debt discount  relating to beneficial
   conversion  feature,  net of accumulated amortization
   of $15,665                                                       (4,335)
                                                                   --------
   Convertible note payable, net                                      1,084


   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
   December 31, 2005, the Company made principal payments
   of $8,900
                                                                      9,100
                                                                   --------
   Total notes payable - current                                   $ 10,184
                                                                   ========


During the three months ended  December  31,  2005,  the Company made  principal
payments  of $6,249 on a note  convertible  payable  to a Company  officer.  The
Company also made a payment of $5,000 on a personal  debt of a Company  officer;
this  payment was  recorded as a reduction  in the  principal  amount due to the
officer under a note payable to the officer.  The outstanding  principal balance
on this note at December 31, 2005 was $5,419.  This note was  discounted  in the
amount of $20,000 for the beneficial  conversion feature of the note. During the
three months ended December 31, 2005,  $15,665 of this discount was amortized to
interest, and at December 31, 2005 the remaining discount is $4,335.

Also during the three months ended December 31, 2005, the Company made principal
payments  of $8,900 on a note  payable  to a Company  officer.  The  outstanding
principal balance on this note at December 31, 2005 was $9,100.

NOTE  15 - STOCK TRANSACTIONS

The Company has  authorized  20,000,000  shares of Preferred  Stock,  with a par
value of $.001 per share.  As of December 31, 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 December 31, 2005, the
Company has 22,479,924 shares of common stock issued and outstanding.


                                      F-12
<PAGE>

During the three months ended  December 31, 2005,  pursuant to the December 2005
Settlement,  as  partial  consideration  for the  settlement  of  certain  legal
disputes,  certain  parties agreed to return to the Company a total of 2,195,000
shares of the  Company's  common  stock.  These  shares were not yet returned at
December 31, 2005. See note 17.

Also during the three months ended December 31, 2005, the Company entered into a
settlement agreement with Michael Jones (the "Jones Settlement") whereby the Mr.
Jones would  return for  cancellation  1,700,000  shares of common  stock of the
Company  originally  issued in June,  2004.  In return,  the Company would issue
1,000,000 shares of common stock to Mr. Jones. The 1,700,000 shares had not been
cancelled and the new 1,000,000 shares had not been issued at December 31, 2005.
See Note 17.

NOTE 16 - STOCK CANCELLATION RECEIVABLE

During the three months ended  December 31, 2005,  the Company  entered into two
settlement  agreements  with  regard to  ongoing  legal  matters  (see Note 17).
Pursuant to the terms of these settlement agreements,  the Company is to receive
for  cancellation  an aggregate  of 2,895,000  shares of its common stock with a
fair value of $0.25 per share for an aggregate  value of  $723,750.  The Company
had not received custody of these shares at December 31, 2005.

NOTE 17 - CONTINGENCIES

Effective on December 29, 2005 the parties to the arbitration by CJM Group, Inc.
against NextPhase  Wireless,  Inc., pending in Suffolk County, New York, and the
lawsuits Annette Cantor v. NextPhase Wireless,  Inc. and Bermingham v. NextPhase
Wireless,  Inc.  pending in the Superior  Court of  California,  and the lawsuit
NextPhase  Wireless,  Inc.,  Ford,  Young and Wray v. Steven  Cantor,  Morrison,
Annette  Cantor,  Bermingham,  Steo and CJM Group,  pending in the United States
District Court for the Eastern  District of New York,  entered into a Settlement
and  Escrow  Agreement  pursuant  to which the  parties  settled  the  foregoing
litigations.

The  terms of the  settlement  agreement  provide  that the  agreement  does not
constitute  any finding on the merits of the claims in the above  legal  actions
nor does it constitute an admission of any party of any  wrongdoing or liability
by any party. Pursuant to the agreement, among other things,

          o    Corey  Morrison's  affiliate   transferred  3,300,000  shares  of
               Nathaniel Energy Corporation to NextPhase.

          o    CJM Group, Inc., Annette Cantor and Ms. Bermingham transferred an
               aggregate  of  2,195,000  shares  of  NextPhase  common  stock to
               NextPhase.

          o    The  Defendant  parties in the U.S.  District  Court  action paid
               $50,000  to   NextPhase's   counsel  which  covered   certain  of
               NextPhase's  legal fees in connection with these lawsuits and the
               settlement agreement.

          o    All contractual agreements between Mr. Morrison and NextPhase and
               between Paul Steo and NextPhase were terminated.

          o    Mr. Steo resigned as a director of NextPhase.

          o    The plaintiff parties and the defendant parties exchanged general
               releases,   except  that  Mr.  Steo  is  still  entitled  to  any
               indemnification  rights  he has by  virtue  of  formerly  being a
               director and officer of NextPhase.

All the instruments and agreements necessary to effectuate the actions described
above were delivered into escrow with the plaintiff's  parties' counsel and were
received from escrow by the company on January 9, 2006.

The  agreement  also provided  that all the legal  actions  described  above are
dismissed with prejudice.

Effective on December 31, 2005,  NextPhase,  NextPhase  Technologies,  Inc., and
Stephen  Young,  director  and Chairman of the Board of  NextPhase,  and Michael
Jones entered into a Settlement Agreement and Mutual General Release pursuant to
which those parties settled the litigation between them in the action, Jones and
Rawlins v. NextPhase,  Wireless,  Inc.,  NextPhase  Technologies,  Inc., Stephen
Young and Viper Networks, Inc., pending in the Superior Court of California.

Pursuant to the agreement, among other things:

          o    NextPhase agreed to pay $56,250 to Mr. Jones with $16,250 payable
               on January 2, 2006,  for the  reimbursement  of Mr.  Jones  legal
               fees,  and the  remaining  $40,000  payable in four equal monthly
               payments beginning on February 1, 2006.

          o    NextPhase agreed to issue 1,000,000 shares of common stock to Mr.
               Jones.

          o    Mr. Jones, NextPhase,  NextPhase Technologies,  exchanged general
               releases.

          o    The agreement also provided that all the legal actions  described
               above are dismissed with prejudice.

                                      F-13
<PAGE>

As a result of the  settlement,  Mr. Jones  relinquished  his claim to 2,000,000
shares  of  NextPhase  common  stock,  the  validity  of which was  disputed  by
NextPhase. 1,700,000 of these shares have been returned to NextPhase as treasury
stock.

The  action  in  the  lawsuit  by  Sean  Rawlins  against  NextPhase,  NextPhase
Technologies, Mr. Young and Viper Networks, Inc. is still pending.

NOTE 18 - 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.

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.

                                      F-14
<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  next-generation   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.

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    Designing, deploying, operating and supporting connectivity solutions,
          such as `on  demand'  Sudden  NetworksTM  (replacing  /  supplementing
          existing  networks,  or  deploying  temporary  networks in response to
          unplanned events).

     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 December 31, 2005:

Revenue for the quarter  ended  December  31, 2005 was  $97,541,  as compared to
$15,988 for the quarter ended December 31, 2004. The increase of $81,553 or 510%
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 goods sold was $59,141 for the three  months  ended  December  31, 2005,
compared to $8,116 in the prior  period,  an increase of $51,025 or 629%.  Gross
profit  increased  by $30,528  during the  quarter  ended  December  31, 2005 to
$38,400,  compared  to $7,872 for the  quarter  ended  December  30,  2004.  The
increase of $30,528 or 388% 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
December 31, 2005 were  $582,313,  an increase of 148%  compared to $234,925 for
the quarter  ended  December  30,  2004.  Selling,  general  and  administrative
expenses  for the three months ended  December 31, 2005  consisted  primarily of
legal and  accounting  fees of $213,021;  payroll and related costs of $197,749;
non-cash  compensation  of $50,000;  facilities  and  related  costs of $45,612;
equipment rental and equipment costs of $26,336;  public relations and marketing
costs of $13,974; and office expenses of $6,924.

Depreciation  expense for the three months  ended  December 31, 2005 was $18,129
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  expense net of interest income for the three months ended December 31,
2005 was $27,248,  an increase of $26,081 compared to interest expense of $1,167
for the three  months  ended  December  31,  2004.  The  increase  was due to an
increase in the  Company's  debt along with the  amortization  of the  discounts
associated with the beneficial conversion features of notes payable.

Income from legal  settlements  was $915,500 for the three months ended December
31, 2005.  There was no such income  during the  comparable  period of the prior
year. During the current quarter, the Company entered into settlement agreements
regarding two disputes: (1) The Company recorded income of $796,750 representing
the  fair  value  of cash,  Nathaniel  Energy  Corporation  stock  received  and
NextPhase  Wireless stock returned for cancellation in the December  Settlement;
and (2) the Company  recorded income of $118,750  representing the fair value of
cash and stock returned for cancellation in the Jones settlement, for net income
from legal settlements of $915,500.

For the reasons  above,  the  Company's  net income for the three  months  ended
December 31, 2005 was $326,210,  an increase of $554,430  compared to a net loss
of $228,220 For the three months ended December 31, 2004.

Nine months ended December 31, 2005:

Revenue for the nine months ended December 31, 2005 was $340,341, as compared to
$15,988 for the nine months ended December 31, 2004. The increase of $324,353 or
2,029% 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.

                                       -5-
<PAGE>

Cost of good sold was  $293,130  for the nine months  ended  December  31, 2005,
compared To $8,116 for the nine months ended December 31, 2004,  representing an
increase of $285,014 or approximately  3,512%. Gross profit increased by $39,339
or  approximately  500% to $47,211 for the nine months ended  December 31, 2005.
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.

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 nine months  ended  December 31, 2005
include these previously omitted costs.

Total  selling,  general and  administrative  expenses for the nine months ended
December 31, 2005 were $1,425,339,  a decrease of approximately  56% compared to
$3,227,806  for the nine  months  ended  December  31,  2004.  The  decrease  of
$1,802,467 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 nine months
ended  December 31, 2005  consisted  primarily  of payroll and related  costs of
$498,224;  legal and  accounting  fees of  $401,196;  non-cash  compensation  of
$133,160;  facilities  and  related  costs of  $116,651;  public  relations  and
marketing  costs of $72,770;  equipment  rental and  equipment  costs of 44,314;
travel and entertainment of $33,399; office supplies and expense of $32,763; and
consulting fees of $20,186.

Depreciation  expense for the nine months  ended  December  31, 2005 was $46,793
compared  to $0 in the prior  year.  The reason for the  increased  depreciation
expense in an increase in the Company's  capital  assets as it began to scale up
its operations.

Interest  expense net of interest  income for the nine months ended December 31,
2005 was $40,949,  an increase of $39,060 compared to interest expense of $1,889
for the nine months ended December 31, 2004. The increase was due to an increase
in the Company's debt along with the  amortization  of the discounts  associated
with the beneficial conversion features of notes payable.

Income from legal  settlements  was $915,500 for the nine months ended  December
31, 2005.  There was no such income  during the  comparable  period of the prior
year. During the current quarter, the Company entered into settlement agreements
regarding two disputes: (1) The Company recorded income of $796,750 representing
the  fair  value  of cash,  Nathaniel  Energy  Corporation  stock  received  and
NextPhase  Wireless stock returned for cancellation in the December  Settlement;
and (2) the Company  recorded income of $118,750  representing the fair value of
cash and stock returned for cancellation in the Jones settlement, for net income
from legal settlements of $915,500. See Part II, Item 1 "Legal "Proceedings" for
a discussion of the December Settlement and the Jones settlement.



For the reasons above, the Company's net loss for the nine months ended December
31, 2005 was $548,250, a decrease of $3,319,573 or 86% compared to a net loss of
$3,867,823 for the nine months ended December 31, 2004.

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

As of December 31, 2005, the Company had a working  capital  deficit of $921,712
compared to a working capital deficit of $230,407 at March 31, 2005. The working
capital  deficit  at  December  31,  2005  includes  cash of  $35,975,  accounts
receivable (net) of $65,341, other receivables of $198,000, other current assets
of $4,599,  cash  advances  payable of  $800,000,  accounts  payable and accrued
liabilities of $412,615,  notes payable - current  portion of $10,184,  advances
payable to a stockholder of $1,700, and deferred revenue of $1,128.

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 December 31,
          2005, $9,100 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 December  31,  2005,  $5,419 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 December 31,
          2005, $15,665 of this discount had been amortized to interest expense,
          and $4,335 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.

                                       -6-

<PAGE>

The Company has a verbal  commitment  from its  investor to convert the $800,000
cash advance into a long-term note payable  agreement;  however,  this agreement
has not been consummated at December 31, 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.

NextPhase plans on seeking 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.

INFLATION

The impact of inflation on the costs of the Company,  and the ability to pass on
cost increases to its customers  over time is dependent upon market  conditions.
The  Company  is not  aware  of any  inflationary  pressures  that  have had any
significant  impact on the Company's  operations over the past quarter,  and the
Company does not anticipate  that  inflationary  factors will have a significant
impact on future operations.

OFF-BALANCE SHEET ARRANGEMENTS

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

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 current system of disclosure controls and procedures was effective.

However, in upgrading its disclosure controls and procedures (as outlined in the
Form 10-QSB filed for the fiscal quarter ended September 30, 2005),  the Company
did  discover an earlier  material  weakness,  pertaining  to the omission of an
amount of $114,688 of cost of goods sold from the  Statement of  Operations  for
the three  months  ended  June 30,  2005.  This  error  carried  through  in the
Company's financial  statements for the six months ended September 30, 2005. The
error was discovered in November 2005 and was promptly reported by the Company's
financial staff to its senior management, its board of directors and independent
accountants.  Based  on an  evaluation  made  by  independent  auditors,  it was
determined  that no  restatement  of the June 30,  2005 or  September  30,  2005
financial  statements  were  required.  The  error  has  been  corrected  in the
Statement of Operations, and reflected in Note 2 to the financial statements for
the period ended December 31, 2005 included in this report.


                                       -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  December 31, 2005 that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's  internal  control over financial  reporting.  In the third quarter of
fiscal 2006, the Company discovered an error in its statement of operations. The
error,  which was caused by an omission  of an amount of  $114,688  from cost of
goods sold  resulted in an  understatement  of the  Company's Net Loss by a like
amount. An adjustment to the Company's results of operations for the three month
ended June 30, 2005 is reflected in Note 2 to the Company's financial statements
in this report.  This error was  detected as a result of the revised  procedures
which were  established from July through  November,  2005 pursuant to which the
company supplemented their financial resources,  introduced robust cross-checked
processes and reviewed previous financial reports.

During the preparation of the Company's  financial  statements as of and for the
period ended December 31, 2005, the Company concluded that the current system of
disclosure  controls and procedures was effective,  that  previously  identified
defiencies  had been addressed and improved  disclosure  controls and procedures
successfully implemented.




                           PART II - OTHER INFORMATION

ITEM 1:    LEGAL PROCEEDINGS.

Effective on December 29, 2005 the parties to the arbitration by CJM Group, Inc.
against NextPhase  Wireless,  Inc., pending in Suffolk County, New York, and the
lawsuits ANNETTE CANTOR V. NEXTPHASE WIRELESS,  INC. and BERMINGHAM V. NEXTPHASE
WIRELESS,  INC.  pending in the Superior  Court of  California,  and the lawsuit
NEXTPHASE  WIRELESS,  INC.,  FORD,  YOUNG AND WRAY V. STEVEN  CANTOR,  MORRISON,
ANNETTE  CANTOR,  BERMINGHAM,  STEO AND CJM GROUP,  pending in the United States
District Court for the Eastern  District of New York,  entered into a Settlement
and  Escrow  Agreement  pursuant  to which the  parties  settled  the  foregoing
litigations.

The  terms of the  settlement  agreement  provide  that the  agreement  does not
constitute  any finding on the merits of the claims in the above  legal  actions
nor does it constitute an admission of any party of any  wrongdoing or liability
by any party. Pursuant to the agreement, among other things,

          o    Corey  Morrison's  affiliate   transferred  3,300,000  shares  of
               Nathaniel Energy Corporation to NextPhase.

          o    CJM Group, Inc., Annette Cantor and Ms. Bermingham transferred an
               aggregate  of  2,195,000  shares  of  NextPhase  common  stock to
               NextPhase.

          o    The Defendant  parties paid $50,000 to NextPhase's  counsel which
               covered  certain of  NextPhase's  legal fees in  connection  with
               these lawsuits and the settlement agreement.

          o    All contractual agreements between Mr. Morrison and NextPhase and
               between Paul Steo and NextPhase were terminated.

          o    Mr. Steo resigned as a director of NextPhase.

          o    The plaintiff parties and the defendant parties exchanged general
               releases,   except  that  Mr.  Steo  is  still  entitled  to  any
               indemnification  rights  he has by  virtue  of  formerly  being a
               director and officer of NextPhase.

                                       -8-

<PAGE>

All the instruments and agreements necessary to effectuate the actions described
above were delivered into escrow with the plaintiff's  parties' counsel and were
received from escrow by the company on January 9, 2006.

The  agreement  also provided  that all the legal  actions  described  above are
dismissed with prejudice.

Effective on December 30, 2005,  NextPhase,  NextPhase  Technologies,  Inc., and
Stephen  Young,  director  and Chairman of the Board of  NextPhase,  and Michael
Jones entered into a Settlement Agreement and Mutual General Release pursuant to
which those parties settled the litigation between them in the action, Jones and
Rawlins v. NextPhase,  Wireless,  Inc.,  NextPhase  Technologies,  Inc., Stephen
Young and Viper Networks, Inc., pending in the Superior Court of California.

Pursuant to the agreement, among other things:

          o    NextPhase agreed to pay $56,250 to Mr. Jones with $16,250 payable
               on January 2, 2006,  for the  reimbursement  of Mr.  Jones  legal
               fees,  and the  remaining  $40,000  payable in four equal monthly
               payments beginning on February 1, 2006.

          o    NextPhase agreed to issue 1,000,000 shares of common stock to Mr.
               Jones.

          o    Mr. Jones, NextPhase,  NextPhase Technologies,  exchanged general
               releases.

          o    The agreement also provided that all the legal actions  described
               above are dismissed with prejudice.

As a result of the  settlement,  Mr. Jones  relinquished  his claim to 2,000,000
shares  of  NextPhase  common  stock,  the  validity  of which was  disputed  by
NextPhase. These shares have been returned to NextPhase as treasury stock.

The  action  in  the  lawsuit  by  Sean  Rawlins  against  NextPhase,  NextPhase
Technologies, Mr. Young and Viper Networks, Inc. is still pending.

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

From October 1, 2005 to December 31, 2005 the Company agreed to issue  1,000,000
shares of common stock to Michael Jones pursuant to a settlement agreement dated
as of December  31, 2005 that  settled a  litigation  between  Michael  Jones as
plaintiff and  NextPhase,  NextPhase  Technologies,  Inc.,  and Stephen Young as
defendants  in the  action  Jones  and  Rawlins  v.  NextPhase  Wireless,  Inc.,
NextPhase  Technologies,  Stephen Young and Viper Networks, Inc. The shares were
issued as part of the settlement  consideration under the settlement  agreement.
The shares  were value of $0.25 per share,  or $250,000  in the  aggregate.  The
settlement  agreement  is  described  in more  detail  in Part II Item 1  "Legal
Proceedings" above.



ITEM 3:  DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5:   OTHER INFORMATION.

None.

                                       -9-

<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 Settlement  Agreement between NextPhase,  Robert Ford, Stephen Young, James
     Wray,  Steven Cantor,  Corey Morrision,  Annette Cantor,  Cindy Bermingham,
     Paul Steo and CJM Group, Inc., effective as of December 29, 2005.


10.2 Settlement   Agreement   between   Michael  Jones,   NextPhase,   NextPhase
     Technologies,  Stephen Young, and Viper Networks,  Inc., effective December
     29, 2005.


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.





                                   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: February 14, 2006


                                      -10-