_

                                  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, 2004.

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

        For the transition period from ________________to ___________________
                        Commission File Number: 000-24595

                             EDISON RENEWABLES, INC.
        (Exact name of small business issuer as specified in its charter)



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


                  1940 Deer Park Ave, Deer Park, New York 11729
                    (Address of principal executive offices)


                                 (516) 977-3425
                (Issuer's telephone number, including area code)

There are  16,692,724  shares of  common  stock  issued  and  outstanding  as of
November 11, 2004.


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited financial statements for the quarter ended September 30, 2004.

                             EDISON RENEWABLES, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

ASSETS

Current assets:
Cash                                                       $   61,015

Property and equipment                                          6,980
                                                   -------------------
Total Assets                                               $   67,995
                                                   ===================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Advances payable - stockholders                          $   17,000
  Note payable                                                350,000
  Accounts payable                                            104,831
                                                   -------------------
Total liabilities                                             471,831
                                                   -------------------

Stockholders' deficit:
Preferred stock, $.001 par value; 20,000,000 shares
  authorized, 0 shares issued and outstanding                        -
Common stock, $.001 par value; 200,000,000 shares
  authorized, 15,749,724 shares issued and outstanding          15,750
Common stock to be issued, 1,481,000 shares                      1,481
Additional paid-in capital                                   3,226,376
Accumulated deficit                                         (3,647,443)
                                                   -------------------
Total stockholders' deficit                                   (403,836)
                                                   -------------------

Total liabilities and stockholders' deficit                 $   67,995
                                                   ===================

                                       2

<PAGE>



                             EDISON RENEWABLES, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                             September 14,
                                                                                                  2000
                                     Three Months Ended            Six Months Ended           (Inception)
                                        September 30,               September 30,          To September 30,
                                  2004            2003           2004           2003             2004
                                 (Unaudited)    (Unaudited)   (Unaudited)    (Unaudited)      (Unaudited)
                               -------------- -------------  -------------  -------------  ---------------

 Revenue                       $          -   $          -   $          -   $           -  $             -
                               -------------- -------------  -------------  -------------  ---------------

Expenses:
<S>                                   <C>                <C>      <C>                <C>            <C>
  Stock-based compensation            883,750             -      2,883,750              -       2,883,750
  Payroll costs                        53,649             -         66,566              -          66,566
  Professional and consulting          12,150             -         26,650              -          26,650
  Acquisition costs                   646,000             -        646,000                        646,000
  Software development                      -             -              -              -           4,640
  Interest                                500             -            722              -             722

  Other                                14,485             -         15,915            800          19,115
                               -------------- --------------  -------------  -------------   -------------

Loss before provision for
income taxes                      (1,610,534)             -     (3,639,603)          (800)     (3,647,443)

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

Net loss                        $ (1,610,534) $           -   $ (3,639,603)      $   (800)   $ (3,647,443)
                               ============== ==============  =============  =============== =============


Loss per share, basic           $      (0.11) $           -          (0.36)      $  (0.00)
and diluted                    ============== ==============  =============  ===============

Weighted average common shares
  Outstanding                  14,850,337       4,000,000      10,186,814       4,000,000
                               ============== ==============  =============  ===============

</TABLE>


                                        3

<PAGE>


                             EDISON RENEWABLES, INC.
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                   (Unaudited)
<TABLE>
<CAPTION>

                                              Common Stock         Common Stock
                                                                    to be Issued       Additional
                                              --------------------------------------   Paid - In       Accumulated
                               Date           Shares     Par Value  Shares Par Value   Capital         Deficit          Total
                             -------          ---------- --------- ------- ---------   ----------  -------------       -----------

<S>                          <C>        <C>    <C>        <C>         <C>  <C>         <C>                <C>        <C>

Founders shares at inception Sept, 2000 $0.001 4,000,000  $  4,000      -  $      -   $       -    $          -       $  4,000

Net loss                                              -          -      -         -           -            (800)          (800)
                                              ---------- --------- ------- ---------   ----------  -------------       -----------

Balance, March 31, 2001                        4,000,000     4,000      -         -           -            (800)         3,200

  Net loss                                             -          -     -         -           -            (800)          (800)
                                              ---------- --------- ------ ---------   ----------  --------------       -----------

Balance March 31, 2002                         4,000,000     4,000      -         -           -          (1,600)         2,400

Expenses paid by stockholder                          -          -      -         -         640               -            640

Net loss                                              -          -      -         -           -          (5,440)        (5,440)
                                               ---------- --------- ------ ---------  ----------- ------------------   ------------
Balance, March 31, 2003                         4,000,000    4,000      -         -         640          (7,040)        (2,400)

Expenses paid by stockholder                          -          -      -         -           -               -              -

Net loss                                              -          -      -         -           -            (800)          (800)
                                                --------- --------- ------ --------   ----------  -----------------    ------------
Balance, March 31, 2004                         4,000,000     4,000     -         -         640            (7,840)      (3,200)


Shares sold for cash   June to Sept, 2004 $ 0.25                     1,481,000  1,481   368,769               -        370,250


Shares for services    June, 2004         $ 0.25 8,000,000    8,000                   1,992,000               -      2,000,000


Shares for services    August, 2004       $ 0.25 3,535,000    3,535                     880,215                        883,750

Shares retained in reverse acquisition             214,724      215                        (215)                             -

Cost of offering                                                                        (15,033)                       (15,033)

Net loss                                                -        -       -        -           -        (3,639,603)  (3,639,603)
                                                ----------- --------  ------- --------  --------    -------------   ---------------

Balance, September 30, 2004 (unaudited)         15,749,724 $ 15,750  1,481,000 $  1,481 $ 3,226,376   (3,647,443)   $  (403,836)
                                                =========== ========  ======= ========  ========    =============   ===============
</TABLE>

                                       4
<PAGE>




                             EDISON RENEWABLES, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Six Months                September 14, 2000
                                                            Ended                       (Inception)
                                                         September 30,               To September 30,
                                                    2004             2003                  2004
                                               -------------   -------------    ------------------------
                                                 (Unaudited)    (Unaudited)         (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                             <C>              <C>              <C>
    Net loss                                    $ (3,639,603)   $     (800)       $   (3,647,443)
    Adjustments to reconcile net loss to net
    cash used by operating activities:
        Stock-based compensation                  2,883,750              -             2,883,750
        Acquisition costs paid through note         510,000                              510,000
        Software development paid by stockholder          -              -                 4,640
    Change in assets and liabilities:
    Increase (decrease) in liabilities
        Accounts payable                           101,631             800                104,831
                                              ---------------- --------------   -------------------------

Net cash used by operating activities             (144,222)              -              (144,222)
                                              ---------------- --------------   --------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment                 (6,980)              -                (6,980)
                                              ---------------- --------------   --------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Advance payable - stockholder                   24,500               -                 24,500
    Payments of advance payable - stockholder       (7,500)              -                 (7,500)
    Payments on note                              (160,000)              -               (160,000)
    Sale of common stock                           370,250               -                370,250
    Costs of sale of common stock                  (15,033)              -                (15,033)
                                              ---------------- ---------------  ---------------------------

Net cash provided by financing activities          212,217               -                212,217
                                              ---------------- ---------------  ---------------------------

Increase in cash and cash equivalents               61,015               -         $       61,015

Cash and cash equivalents - beginning of period          -               -
                                               ---------------- --------------  ----------------------------

Cash and cash equivalents - end of period       $  61,015       $        -         $       61,015

Supplemental cash flow information:            ================ ==============  ============================
Cash paid for interest                          $     722       $        -         $          722
                                               ===============  ==============  ============================
    Cash paid for income taxes                  $       -       $        -         $            -
                                               ===============  ==============  ============================

</TABLE>

                                       5
<PAGE>




                             EDISON RENEWABLES, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 30, 2004



NOTE 1    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
          ACCOUNTING POLICIES

          Development Stage Operations
          Edison Renewables,  Inc. (a company in the development stage since its
          formation on September  14, 2000)  ("Edison" or the  "Company")  has a
          limited operating history with no revenues and no products or operable
          technology ready for the market. The financial  statements include the
          accounts of the Company and its wholly  owned  subsidiary,  Next Phase
          Technologies,  Inc.  ("Next  Phase"),  which was acquired in a reverse
          acquisition  on  August  3,  2004.  Next  Phase  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.  Edison  had  no  operations  prior  to  the  reverse
          acquisition.  Management's  plans are  discussed  further in the Going
          Concern portion of Note 1.

          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,  2004.  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 six months  ended
          September  30,  2004 are not  necessarily  indicative  of  results  of
          operations to be expected for the full year.

          Basis of Presentation
          The accompanying  financial  statements include the accounts of Edison
          and its wholly owned  subsidiary Next Phase, a California  corporation
          formed on September 14, 2000.  Edison and Next Phase are  collectively
          referred to as the "Company." All significant  inter-company  accounts
          and transactions have been eliminated in consolidation.

          The company conducts its operations from offices located in Deer Park,
          New York and Anaheim, California.

                                       6

<PAGE>

          Effective  August 3,  2004,  Edison  acquired  all of the  issued  and
          outstanding   common  stock  of  Next  Phase.  As  a  result  of  this
          transaction,  Next Phases'  former  shareholders  obtained  control of
          Edison,  a  shell  corporation  with  no  operations.  For  accounting
          purposes,  this acquisition has been treated as a reverse  acquisition
          of Edison. See Note 2.

          The financial  statements  presented include only the accounts of Next
          Phase, a development  stage company from its inception  (September 14,
          2000)  through  September  30,  2004 and of Edison from August 3, 2004
          through September 30, 2004.

          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.  However,  the Company
          has no established  source of revenue,  has  experienced net operating
          losses of $3,647,443 since inception and has a working capital deficit
          of $410,816 at September 30, 2004.  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 plans on developing a national  wireless Wi-Fi interactive
          broadband  network through the development of Metro HotZones,  or Mesh
          802.11  Networks which are complete Wi-Fi  broadband  zones that cover
          entire metropolitan areas.

          The  Company's  cash on hand is  insufficient  to fund its  current or
          planned  operating  needs and the company is currently not  generating
          any   revenue.   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 and by
          advances from a shareholder.

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

          Income Taxes

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

          Disclosures about Fair Value of Financial Instruments
          The carrying  amount of the  Company's  financial  instruments,  which
          include  accounts  payable,  approximates  fair value at September 30,
          2004.

                                       7

<PAGE>

          Stock-Based Compensation
          Statement  on  Accounting   Financial   Standards  ("SFAS")  No.  123,
          "Accounting for Stock-Based  Compensation",  encourages,  but does not
          require  companies  to  record   compensation  costs  for  stock-based
          employee  compensation  plans at fair value. The Company has chosen to
          account for stock-based  compensation using the intrinsic value method
          prescribed in Accounting  Principles Board Opinion No. 25, "Accounting
          for  Stock  Issued  to   Employees",   and  related   interpretations.
          Accordingly,  compensation  costs for stock options is measured as the
          excess,  if any, of the quoted market price of the Company's  stock at
          the date of the grant over the amount an employee  must pay to acquire
          the stock.

          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, 2004 or 2003.

          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, 2004 and 2003.

NOTE 2 -  CORPORATE REORGANIZATION AND SHARE EXCHANGE

          On August 3, 2004,  Edison and the  shareholders of NextPhase closed a
          Share Exchange  Agreement pursuant to which Edison acquired all of the
          issued and outstanding  common stock of NextPhase.  In connection with
          the transaction,  the shareholders of NextPhase  received an aggregate
          of  12,943,000  shares of  Edison  common  stock for their  12,943,000
          shares of Next Phase.  Additionally,  pursuant to a  concurrent  Stock
          Purchase  Agreement,  an Edison  shareholder  sold  120,625  shares of
          Edison common stock to NextPhase for $510,000.  The purchase price for
          the stock was paid by a $350,000 promissory note and $160,000 in cash.
          The  Company  will also pay a finders  fee of  $20,000  in cash,  plus
          350,000 shares of common stock,  valued at $87,500, to an unaffiliated
          third party in  connection  with the share  exchange  transaction.  At
          September 30, 2004, $6,000 of the finders fee had been paid.

          As a result of the share exchange transaction, the former shareholders
          of Next Phase  acquired  or  controlled  a  majority  of the shares of
          Edison.  Accordingly,  the transaction has been treated for accounting
          purposes  as  a  recapitalization  of  NextPhase;   therefore,   these
          financial  statements  represent  a  continuation  of  the  accounting
          acquirer, NextPhase, not Edison, the legal acquirer.

                                        8

<PAGE>

In accounting for this transaction:

        o NextPhase is deemed to be the  purchaser  and  surviving  company for
          accounting purposes.  Accordingly,  its net assets are included in the
          balance sheet at their historical book values;

        o Control  of the net  assets and  business  of NextPhase was  acquired
          effective August 3, 2004 (the "Effective Date").  This transaction has
          been  accounted  for as a purchase  of the assets and  liabilities  of
          Edison by NextPhase.  At the  effective  date,  Edison had no assets,
          liabilities or operations.

        o The  consolidated  statements of  operations  and cash flows include
          NextPhase's  results of operations  and cash flows from  September 14,
          2000 (date of inception) and Edison's  results of operations  from the
          Effective Date.

NOTE 3 -  RELATED PARTY TRANSACTIONS

          During the year ended  March 31, 2003 a Company  shareholder  paid for
          software development costs aggregating $4,640. Of this amount,  $4,000
          has been  credited to a  receivable  from the  stockholder  for common
          stock and $640 has been credited to additional paid-in capital.

          During the six months ended September 30, 2004,  Company  shareholders
          have made short term  advances to the  Company  for  working  capital.
          These advances totaled $24,500, of which $7,500 has been repaid.

          See Note 2 for discussion about a Stock Purchase Agreement between the
          Company and a Company shareholder.

          See Note 4 for a  discussion  of a  Consulting  Agreement  between the
          Company and a Company shareholder.

NOTE 4 -  STOCK TRANSACTIONS

          The Company  issued  4,000,000  founders  shares upon its formation on
          September  14, 2000.  The Company has recorded a receivable  of $4,000
          attributable  to the par  value of  these  shares,  which  was paid as
          described in Note 3.

          The Company sold  1,481,000  shares of common stock for gross proceeds
          of $370,250.  Costs related to the sale were $15,033,  which have been
          charged to additional paid-in capital. These shares were not issued as
          of September  30, 2004 and are shown as to be issued in the  financial
          statements.

          The Company issued an aggregate of 11,535,000  shares of common stock,
          valued at $2,883,750, for services.

                                       9

<PAGE>

          The Company's  wholly-owned  subsidiary  NextPhase  purchased  120,625
          shares  of  outstanding  Edison  common  stock  for  $510,000  from  a
          stockholder of the Company pursuant to a Stock Purchase Agreement. See
          Note 2 and Note 5.

          The Company  entered into a  three-year  Consulting  Agreement  with a
          shareholder,  pursuant to which the  stockholder  agreed to assist the
          Company in  developing  its business  model and  corporate  structure,
          product market positioning, and strategizing the marketing of industry
          related products, and performing other advisory services in connection
          with business  development and corporate strategy.  The company issued
          the  shareholder  3,500,000  shares of common  stock for his  services
          under the Consulting Agreement.

          The Company issued an officer 35,000 shares of common stock, valued at
          $8,750, as a bonus.

NOTE 5 -  NOTE PAYABLE

          Concurrently  with  the  share  exchange  discussed  in  Note  2,  the
          Company's wholly owned subsidiary  NextPhase  purchased 120,625 shares
          of  outstanding  Edison  common  stock  for  $510,000  from a  Company
          shareholder.  NextPhase  issued  a  $350,000  promissory  note  to the
          shareholder as part of the purchase price.  Interest accrues on unpaid
          principal under the note at the rate of 2% per annum. Payments are due
          under the note in seven monthly  installments of $50,583.37 each, with
          the last  payment  due in May 2005.  The  Company  plans to cancel the
          120,615  shares of stock at the time the note is fully paid.  The note
          is secured by a pledge of an aggregate of 12,000,000  shares of common
          stock of the Company by five shareholders of the Company.

NOTE 6 -  SUBSEQUENT EVENTS

          On November 17, 2004 the Company entered into an agreement to purchase
          certain  assets  to  be  used  in  developing   the  Company's   Wi-Fi
          interactive  broadband network. The purchase price consists of 560,000
          shares of Company common stock, plus the Company's  promissory note in
          the amount of $107,000.  Terms of the note provide for ten payments of
          $8,900 and two  payments  of $9,000.  The note bears no  interest  and
          matures  on  December  1, 2005.  The note is secured by the  purchased
          assets.


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

                                       10

<PAGE>

          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", 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  our ability to commercialize  our proprietary  technology  relating to
          high-speed  broadband  networks,

       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.

                                       11

<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,
2004. 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", and similar
expressions as they relate to the company and/or its management, are intended to
identify forward-looking  statements.  Among the factors that could cause actual
results to differ  materially  could be the  inability  of the company to obtain
additional financing to meet its capital requirements needs and general business
and economic conditions as well as technological developments.

Effective  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. in
exchange for all of the shares of  NextPhase.  As a result,  NextPhase  became a
wholly-owned  subsidiary  of the  company.  NextPhase  did not have an operating
business.  Its assets are  technology  related to high-speed  wireless  networks
which have an ability to penetrate  populated  areas,  and special  antennas and
equipment in the area of microwave technology.  The technology is not covered by
any patent or registered  copyright.

The company plans on developing a national wireless Wi-Fi interactive  broadband
network through the development of Metro HotZones, or Mesh 802.11 Networks which
are complete Wi-Fi broadband zones that cover entire  metropolitan  areas. Wi-Fi
metro broadband  zones are wireless "last mile" solutions that combine  multiple
Wi-fi  hotspots  to mesh or span the entire area of the  metropolitan  populated
regions.  This Wi-Fi  metro  Hotzone  "last mile"  solution  utilizes a wireless
802.11  and  802.16  RF  (radio  frequency)  to  deliver  high-speed   broadband
connections to a number of Wi-Fi

                                       12


<PAGE>

empowered devices (ie. Laptops,  Wi-Fi enabled phones,  PDAs, cell phones, Video
Cameras,  tablet  PCs and  more)  throughout  the zone and a  Wireless  DSL like
product to fixed locations.  When a metropolitan  "hotzone" is completed,  it is
able to deliver  384kps to 100megs of bandwidth to users within that  particular
hotzone.

To establish "hotzones" we will need to identify prospective  locations where we
will be able to enter  into a lease  so that we can  lease  sufficient  space to
place an antenna  that will provide the wireless  internet  connection  over the
area of each "hotzone". We are aware that there is an increasing amount of local
and state  government  regulation  with  respect  to the  location,  visibility,
appearance, and operation of the antennas we plan to use. We are not certain how
we  will  meet  these   governmental   requirements  but  we  are  certain  that
governmental regulation in this area will likely increase in the future.

The Company currently has its first  established  "hotzone" in the Orange County
area of California,  by purchasing equipment,  servers and a hosting facility in
Anaheim,  California  from Buchanan,  LLC in November 2004. The Company plans on
marketing its communication  services to consumers,  small and large businesses,
internet service providers, municipalities, schools, and hospitals in this area.
Currently,  the Company does not have the  liquidity to undertake  these efforts
and will rely on the ability to raise capital with the issuance of equity and/or
debt  securities  and will  continue to fund  operations  with  advances  from a
shareholder   until  enough  capital  is  raised  to  fulfill   working  capital
requirements.

The Company cannot assure that it will be able to  commercialize  its technology
and raise the  necessary  funding to acquire  customers for this and other metro
networks.

As an  additional  strategy,  the  Company  may  wish  to  pursue  the  possible
acquisition of, or investments in complementary  businesses or technologies,  in
order to expand and broaden its service  offerings,  obtain new  customers,  and
achieve  greater  operating  efficiencies.  The Company may not have  sufficient
liquidity,  or may not be able to obtain additional financing on favorable terms
or at all, in order to finance  such  acquisitions  or  investments.

Results of Operations

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

The financial  statements  presented  include only the accounts of NextPhase,  a
development  stage  company from its  inception  (September  14,  2000)  through
September 30, 2004 and of Edison from August 3, 2004 through September 30, 2004.
Net revenues for the quarter were $0 and net loss was $1,610,534. For the second
quarter in the previous year the company had operations  with net revenues of $0
and a net loss for the period of $0. For the quarter  ended  September  30, 2004
the net loss of  $1,610,534  as  compared  to $0 for the  second  quarter of the
previous year resulted from company  expenditures related to operating expenses,
acquisition costs, and professional fees.

                                       13

<PAGE>

Liquidity and Capital Resources

As of  September  30,  2004,  the  Company had a cash  balance of  $61,015.  The
Company's total deficit  accumulated during the development stage increased to a
balance  of  $3,647,443.The  Company's  total  liabilities  are  $471,831  which
represents  stockholder advances payable,  accounts payable, and a note payable.

The  Company's  cash on hand is  insufficient  to fund its  current  or  planned
operating  needs and the Company is currently not  generating  any revenue.  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 through the sale of equity securities and
by advances  from a  shareholder.  We have  obtained  advances  from some of our
shareholders  in the past.  Although  this  shareholder  has  indicated he would
advance funds to the Company if needed,  we have not entered into any definitive
terms for advances or determined  the amount of advances the  shareholder  would
agree to provide.  We also cannot  assure that the  shareholder  will be able to
provide us with the amount of funds we would  need,  or any funds at all.  As of
the  current  date,  the Company has sold  1,481,000  shares of common  stock in
private placements for gross proceeds of $370,250.  In order to raise capital in
the future,  we may offer and sell equity  securities  or  convertible  debt. We
expect that the sale of additional  equity  securities or convertible  debt will
result in additional dilution to our stockholders. We also cannot assure we will
be successful in selling additional equity securities in the future. The Company
can give no assurance that it will be able to  commercialize  its newly acquired
technology  and  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 may not be able to continue as a going
concern.  The Company  currently has no definitive  arrangements with respect to
additional financing.  Our independent auditors have issued a report questioning
our ability to continue as a  going-concern.  This report may impair our ability
to raise  additional  financing  and  adversely  affect  the price of our common
stock.

Off-Balance Sheet Arrangements

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

Item 3. Controls and Procedures.

Our Chief  Executive  Officer,  who is our Principal  Executive  Officer and our
Principal  Accounting  Officer,  conducted an evaluation of the effectiveness of
our disclosure  controls and  procedures.  Based on this  evaluation,  our Chief
Executive Officer and Principal Accounting Officer concluded that our disclosure
controls and procedures  were effective as of September 30, 2004 in alerting him
in a timely  manner to material  information  required to be included in our SEC
reports. In addition, no change in our internal control over financial reporting
occurred  during the fiscal quarter ended September 30,

                                       14

<PAGE>

2004 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.



                           PART II - OTHER INFORMATION

Item 1.      Legal Proceedings.

None

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

The Company issued an aggregate of 16,470,000  shares of common stock during the
three months ended  September 30, 2004 as follows.

The  following  persons were issued the following  shares  pursuant to the Share
Exchange Agreement between the Company and the former shareholders of NextPhase,
as of August 3, 2004.  One share of NextPhase  stock was exchanged for one share
of Edison common stock in the share exchange.

Name  of  Holder                                Number of Shares
----------------                                -----------------
Viper Networks, Inc.                            4,000,000
Stephen D. Young                                2,000,000
James C. Wray                                    2,000,000
Sean J. Rawlins                                 2,000,000
Michael Jones                                   2,000,000
Duane Wray                                         80,000
Fred Tolmasoff                                     10,000
James Marietti                                     18,000
Faisal A.A.  Al-Saati                             300,000
Mohd Saleh Mohd Al-Ashawi                          50,000
Mahmoud  Turkmani                                  40,000
Hatem Mohamed Sharif Faraj                         40,000
Shaher F. M. Nadi                                  10,000
Amrou  Abdelhamid  Abdou Zewata                     4,000
John Webster Good                                   8,000

                                       15

<PAGE>

Derek Lee                                           8,000
Dr. Michael D. Irwin                              142,000
David R. Toepler                                   25,000
Jeff Rawlins                                        8,000
Michael B. Failing                                 12,000
Greg H. McArthur                                   80,000
George and Sharon McArthur                          8,000
Barbara A. Millar                                 100,000

The Company issued the following shares of common stock to the following persons
for the  consideration  set  forth  below,  during  the  three  months  ended on
September 30, 2004:

Name of                 Number of                      Consideration/
Stockholder             Shares Issued                  Reason for Issuance
-----------             -------------                  -------------------

CJM Group, Inc.         3,500,000                      Services under Consulting
                                                       Agreement

Paul Steo                  35,000                      Bonus Compensation

Each of the above  issuances is exempt from  registration  under Section 4(2) of
the  Securities  Act of  1933.  We did not  use any  placement  agent  in  these
transactions,  and did not pay any  compensation  to anyone in  connection  with
these  issuances  (except  that  we  agreed  to pay a  finders  fee to  Lynbrook
Partners, LLC in connection with the share exchange,  payable by $20,000 in cash
and the issuance of 350,000 shares of common stock valued at $87,500.  $6,000 of
the cash  portion  of the  finders'  fee has been paid and no  shares  have been
issued.

All of these  issuances  have been or will be made directly by Edison to persons
its  management  had direct  contract  and personal  relationships,  or who were
introduced to Edison by members of management,  or who were former  shareholders
of NextPhase.

Item 3.    Defaults Upon Senior Securities.

None

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

None

Item 5.    Other Information

On November  17, 2004 Edison  purchased  computers,  equipment,  components  and
servers from Buchanan ITS, LLC. The assets  acquired are being used by Edison to
complete   Edison's   development  of  a  network  merchant  in  Orange  County,
California.  Edison cannot assure that it will  successfully  commercialize  the
wireless network and develop customers for the wireless network, and if it does,
when the wireless  network will be successfully  commercialized.  In payment for
the assets, Edison

                                       16

<PAGE>

issued Buchanan 560,000  unregistered shares of common stock, valued at $140,000
and a $107,000  promissory  note. The  promissory  note bears no interest and is
payable in ten monthly installments of $8,900 each, and two monthly installments
of $9,000 each. Edison's performance under the promissory note is secured by all
the assets purchased.  In the event Edison defaults in its obligations under the
promissory  note,  Buchanan has the right to require Edison to return the assets
to Buchanan, if Buchanan returns all 560,000 shares of common stock to Edison.

Under the asset purchase agreement,  both Buchanan and its sole member agreed to
indemnify,  defend and hold  harmless  Edison from any  damages or claims  which
arise from any breach of Buchanan's representations or covenants under the asset
purchase agreement and any liabilities of Buchanan.  Edison agreed to indemnify,
defend and hold harmless Buchanan from any breach of Edison's representations or
covenants under the asset purchase agreement.

The disclosure under this Item 5 shall constitute the required  disclosure under
Items 1.01 and 2.01 of Form 8-K with respect to the matters described.

Item 6.     Exhibits

3.1  Articles of Incorporation(1)

3.2  Certificate of Amendment to Articles of Incorporation,  as filed on May 15,
     2000.(1)

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  Amended and Restated By-Laws

10.1 Asset Purchase Agreement between Edison and Buchanan ITS, LLC.

10.2 $107,000 Promissory Note from Edison to Buchanan ITS, LLC.

31   Certificate  of the Chief  Executive  Officer and Chief  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 Chief  Executive  Officer and Chief  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.

                                       17

<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.



                                       Edison Renewables, Inc.



                                       By: /s/ Stephen Young
                                           President and Chief Executive Officer



                                       Date: November 22, 2004




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