UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



Form 10-KSB/A



(Mark one)

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

For the fiscal year ended: December 31, 2004



Commission file number: 0-26307





Nettel Holdings, Inc.

(Exact name of small business issuer as specified in its charter)





Florida                                                                                                                                                                             65-0827278

(State or other jurisdiction of incorporation or organization)                                                                                                    (IRS Employer Identification No.)





610 SW Broadway, Suite 405, Portland, OR                                                         97205

(Address of principal executive offices)                                                      (Zip Code)



503-222-6018

(Issuer's telephone number)





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

Common Stock, Par Value $.01

(Title of class)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]



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



Issuer's revenues for its most recent fiscal year: none



As of March 31, 2005, there were 23,119,927 shares of the issuer's common stock issued and outstanding. There is only a limited trading market in the shares of the issuerÆs common stock at the date of the filing of the Form 10-KSB. Affiliates of the Issuer own 12,846,290 shares of the IssuerÆs issued and outstanding common stock. 10,273,637 shares are held by non-affiliates. Affiliates for the purposes of this Annual Report refer to the officers, directors and/or persons or firms owning 5% or more of IssuerÆs common stock, both of record and beneficially and affiliates thereof.



If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., PartI, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 2003). No documents are incorporated by reference.





TABLE OF CONTENTS





PART I



Item 1. Description of Business

Item 2. Description of Property

Item 3. Legal Proceedings

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



PART II



Item 5. Market for Common Equity and Related Stockholder Matters

Item 6. Management's Discussion and Analysis

Item 7. Financial Statements

Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Item 8A. Controls and Procedures



PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions

Item 13. Exhibits and Reports on Form 8-K

Item 14. Principal Accountants Fees and Services

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PART I



ITEM 1.    DESCRIPTION OF BUSINESS.



Safe Harbor Statement



This Form 10-KSB contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions that are not statements of historical facts. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," "intends," "estimates," "forecast," "project" and similar expressions identify forward-looking statements.



The forward-looking statements in this document are based upon various assumptions, many of which are based on management's discussion and analysis or plan of operation and elsewhere in this report. Although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks and uncertainties, some of which are beyond our control, and are difficult to predict. Actual results could differ materially from those expressed in forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's view only as of the date of this report. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequence events or circumstances. Readers are also encouraged to review the Company's publicly available filings with the Securities and Exchange Commission.



General



On May 1, 2003, the Board of Directors declared a fifty to one reverse stock split of the Company's common stock. An amount equal to the par value of the common shares affected by the reverse split was transferred from the common stock account to the additional paid-in capital account. All references to number of shares, except shares authorized, and to per share information in the consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis.



On May 23, 2003, the Company entered into an Agreement of Merger with NetTel Globalcommunication, Inc. ("NetTel"), a Delaware corporation. Pursuant to the Merger Agreement, the Company issued 10,596,290 shares of its common stock to the NetTel's shareholders in exchange for all the issued and outstanding shares of the NetTel's common stock and issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction.



The merger of the Company with NetTel has been accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of NetTel obtained control of the consolidated entity. Accordingly, the merger of the two companies has been recorded as a recapitalization of the NetTel, with NetTel being treated as the continuing entity. The continuing company has retained December 31 as its fiscal year end. The historical results for the year ended December 31, 2003 include NetTel and the Company (from the acquisition date), while the historical results for the year ended December 31, 2002 include only the NetTel.

At a board meeting duly called and held on May 23, 2003, authorized and approved the change of the name of the Company from Bio Standard Corporation to Nettel Holdings, Inc. The Company's new symbol "NTTL" became effective on May, 2003.



NetTel began operations in March 2001 selling wireless communication devices and service activation with various providers. During 2002, the Company began reselling used computer equipment and providing retail internet access. In April 2003, the Company discontinued retail wireless and internet access sales. Additionally, the Company began development of telecomummications software as well as a web security and financial software packages. In July 2003, the Company began marketing telecommunication minutes to a limited test market. In October 2003, in response to requests from customers concerned about technical support and customer service, the Company suspended telecommunication sales and marketing efforts to upgrade the infrastructure. During 2004 the Company continued development and testing of advanced voice order (AVOP) processing system. The Company began marketing in January 2005 began the buy-sell processing of long-distance minutes in February 2005.



The Company is currently pursuing three businesses areas:



1Telecommunications Services



Advanced Voice Order Processing



AVOP Direct acts as a single point of contact, posting the rate each carrier charges to terminate calls in its country and then offers those rates to all other carriers who wish to terminate the calls.

By joining AVOP Direct, carriers and service providers will be able to avoid the time and expense of negotiating and managing one-time agreements with other carriers or telecom providers.



AVOP Direct handles routing management, settlements, billing and administration, allowing carriers to save on staff and administration costs. Here are a few key features with AVOP Direct that set us apart from hard to deal with typical exchanges, and their procedures:



·

Any destinations posted on AVOP Direct can be purchased immediately.

·

Instant Financial Settlement for seller.

·

Buyers would be able to view not only the rates but also in real time ASR, PDD, ACD, and Voice Quality ratings.  This is very important because most of the time, rate is not the only factor in deciding which carrier to purchase from. As long as the buyer maintains a positive account balance, they could at any time be able to immediately purchase and use any minutes that are posted in our exchanges.

·

We have made purchasing minutes from AVOP Direct very simple. To purchase any route listed on AVOP Direct, buyer would simply enter the Route ID + Country Code + City Code in to the dialing plan. Members will be able to view CDR in real time, review all account information, network information, and settlement data. They will now be able to furnish a computerized summation from start to finish!



Sales and marketing began in 2005.



Voice over Internet Protocal ("VoIP")

The Company is a cutting edge telephony company in the exploding VoIP industry. Planned products and services include residential and commercial long distance, prepaid calling card, PC to phone, unified messaging, and teleconferencing.



The VoipXchange.net division of the Company has partnered with over 1,600 major VoIP network termination partners worldwide to access their network infrastructure. This allows VoipXchange.net to provide high-quality, low-cost ôany-distance'' call termination to over 250 countries and territories. We operate our own, or in cooperation with other providers, a network of VoIP gateways throughout the world. These gateways are located mostly in difficult-to-reach countries or regions and provide local termination of international calls. VoipXchange.net offers this service to any international carrier, which is interested in reliable and inexpensive completion of its traffic to the VoipXchange.net's On-Net destinations.



Telecommunication Products and Service Summary:



Gateway Termination for ITSP



The Company plans to market its IP telephony services to other international long distance carriers and wholesale customers that have a need for large blocks of long distance telephone time between selected locations. Although margins at the wholesale level are lower than retail margins, the sale of blocks of long distance time to other carriers will enable The Company to generate revenues with only a limited number of Gateways installed. The company is in the process of pre-marketing its services and has identified several potential wholesale resellers of block minutes.





2.9 cents per minute Residential & Business Long Distance (phone-to-phone)



Customers pay a one-time activation fee and are assigned a PIN. To use the service from within one of the company's service areas, the customer simply dials the gateway from a telephone (a local call number), enters the PIN, and then dials in the long distance number in the usual way. Customers are not required to own computer equipment of any kind, nor do they need their own Internet access to use Access Power's phone-to-phone service. The Company plans to bill customers at the end of each month by charging their credit card.



2.9 cents Prepaid Calling Cards



The Company is marketing prepaid calling cards to persons traveling to destinations such as Mexico, Central and South America, Asia, Europe and other regions where long distance telephone calls are substantially more expensive than domestic long distance telephone calls. The company plans to market its prepaid calling cards through travel agents, tourist agencies, airline ticketing offices, tour companies, car rental agencies and hotel personnel in denominations of $15, $25, $30 and $50. The Company plans to have an automated voice response system to enable cardholders to add time to their calling cards by charging their credit card while on the phone.



PC-to-Phone



The Company's PC-to-phone service offers customers the ability to call a regular telephone utilizing software installed on their multi-media personal computer. To initiate the service, the customer registers on the company's Web site and downloads the software.



International Callback



A customer outside the U.S. dials a U.S. number (which never answers) and hangs up after one or two rings. The U.S. callback computer immediately calls back the caller utilizing a U.S. line. The caller then makes his call as usual. He may dial a U.S. number or a number in any other country, using the U.S. lines and is then billed at the Company's super low Callback rates. The Company International Callback Service can save its customers up to 85% on international long distance calling and can be used from any touch tone telephone worldwide. Once customers are connected to the Callback Network, they can make international calls at low rates. The Company believes its callback rates to be the lowest in the world.

Local Call Forwarding (LCF)



With LCF customers can place and receive calls anywhere in the world, regardless of time, location, or communications device. With real-time access to messages, including all of their voicemails, e-mails and faxes, customers are finally in control of how and when people reach them.

Web click2Talk



The application of Web click2Talk software may differentiate The Company from many communications companies. Having Web click2Talk on their Web site offers tremendous electronic commerce benefits to any company with a traditional call center. This technology allows consumers using their multi-media PC to view a company's Web site to click the Web click2Talk icon which (once installed on the consumer's PC) instantly dials a designated representative of that company, usually someone providing sales or support services. The Company believes Web click2Talk is the most advanced product of its kind. Its size (100KB) is small and thus able to be quickly installed and easy to use. It is downloaded and installed upon the first attempt to use it.





What sets The Company apart from other companies is its depth of experience and expertise in the integration of data and voice communications. A crucial aspect of The Company's potential to take the lead in VoIP is the ability to move fluidly between voice and data technologies. Existing VoIP solutions face the daunting challenge of transmitting high-volume communications smoothly between data-based networks and traditional voice-based networks. To date, none of the previously dominant telecom carriers has been able to effectively implement VoIP on a worldwide scale. They lack the ability to integrate voice and data cost-effectively at high volumes and high quality levels.



Strategic Objective



The Company major objective is to market consistent "toll quality" long distance telephone service at a flat monthly rate utilizing Internet Protocol (IP) technology.



While there have been a large number of VoIP companies formed in recent years, with more to come, primary focus has been on the build out and development of international VoIP networks attempting to capture wholesale termination traffic. The Company believes that, in this very competitive landscape that offers many voice and data transmission options, leasing time (or purchasing minutes) on VoIP networks will quickly become a commodity business as the various competitors whittle away margin to gain market share. Recognizing this trend, the company feels it is imperative to not only offer a quality, nationwide network but, additionally to be an aggressive marketing organization constantly in search of value added products and services.



Computer Equipment Sales



The Nettel Trading division of the Company is currently exporting qualified computer electronics equipment. During the past year, the Company established excellent connections and cooperative relations with over 1,000 companies in more than 40 countries and regions in the world. Through these important connections the Company plans to expand into other importing and exporting activities, but has no agreements or contracts at this time.



Software Programing



The Entec division is currently developing Accounting, Finance, Project Management, Inventory System, Database Management, Presentation Tools, E-mail, Voice Recognition, and Word Processing software that will have an entry level price point ranging from $9.95 to $49.95 U.S. dollars.



Entec Voice XML is a next generation telecom application service provider. The Company will provide customers with value-added voice services that are unique in their user utility, ease of application and use, presentation to users and cost advantage. Talking Technologies is making IVR technology more affordable and accessible to customers through standards-based technology. Talking Technologies next-generation IVR -- using VoiceXML enables companies to easily and quickly deploy automated phone services that can improve employee productivity, reduce costs, increase customer satisfaction, and create new revenue opportunities. This IVR allows companies to extend existing or new Web applications to be accessible by any phone at the lowest total cost of ownership . Entec games division is a developer of interactive entertainment software and technology for a variety of consoles and computer platforms.



Employees



As of December 31, 2004, the Company had 10 employees: 4 administrative, 3 engineers and 3 sales representatives. The Company contracts engineers for software development through companies in the US, Vietnam, Russia and India.





RISK FACTORS



You should carefully consider the following risks relating to our business and our common stock, together with the other information described elsewhere in this Form 10-KSB. If any of the following risks actually occur, our business, results of operations and financial condition could be materially affected, the trading price of our common stock could decline, and you might lose all or part of your investment. We have experienced losses and we expect future losses and we may not become profitable.



*  We may not be able to expand our revenue and achieve profitability.

*  Our future success depends on the growth in the use of the internet as a means of communications.

*  If we fail to establish marketing relationships that provide us visibility, we may not be able to sufficiently increase our sales.

*  We may be unable to manage our expansion and anticipated growth effectively.

*  Intense competition could reduce our market share and harm our financial performance.

*  Our network may not be able to accommodate our capacity needs.

*  We face a risk of failure of computer and communications systems used in our business. Our computer systems and operations may be vulnerable to security breaches.

*  Our services may infringe on the intellectual property rights of others.

*  Operating internationally exposes us to additional and unpredictable risks.



ITEM 2.    DESCRIPTION OF PROPERTY



On July 1, 2003, the Company moved its offices to 610 SW Broadway, Suite 405, Portland, OR 97205. In October 2004, the Company increased the leased office space by 1,000 square feet.  We believe that our office space is adequate for our current needs.



ITEM 3.    LEGAL PROCEEDINGS



There are no legal proceedings presently pending or threatened against the Company.



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



None.





PART II



ITEM 5.    MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS



(A)

Market Information 
Our shares of common stock are traded over-the-counter in what is referred to as the OTC:Bulletin Board under the symbol BSTN. As of March 31, 2005, there were 14 market makers submitting quotations on the OTC:BB. However, the trading volume during the past months has been sporadic. The following information with respect to the high and low bid price of our shares was obtained from the National Quotation Bureau. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. In May 2002, our shares were subject to a one for ten recapitalization and in May 2003, our shares were subject to one for fifty recapitalization. The table below reflects such information.

|                                   | High   | Low  
|---------------------------------- | ------ | -----
|Fiscal Year 2003                   |        |      
|First Quarter Ending March 31,     | $1.00  | $0.50
|Second Quarter Ending June 30,     | $75.00 | $0.19
|Third Quarter Ending September 30, | $1.05  | $0.35
|Period Ending December 31,         | $0.95  | $0.30
|Fiscal Year 2004                   |        |      
|First Quarter Ending March 31,     | $0.75  | $0.48
|Second Quarter Ending June 30,     | $0.60  | $0.16
|Third Quarter Ending September 30, | $0.43  | $0.14
|Period Ending December 31,         | $0.36  | $0.14
|Fiscal Year 2005                   |        |      
|First Quarter Ending March 31,     | $0.37  | $0.19





(B) Holders



As of March 31, 2005, there were 67 shareholders.



(C) Dividends



Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. The Company has never paid cash dividends on its common stock. The Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of the Company's businesses.





Recent Sales of Unregistered Securities



The following information is given with regard to unregistered securities sold by the Company during the past three years, including the dates and amounts of securities sold; the persons to whom we sold the securities; the consideration received in connection with such sales and if the securities were issued or sold other than for cash, the description of the transaction and the type and amount of consideration received.





|Date     | Title        | Amount of Securities Sold | Persons            | Cash or Non-Cash consideration               
|-------- | ------------ | ------------------------- | ------------------ | ---------------------------------------------
|01/02/01 | Common Stock | 76                        | William Tavertise  | Non-cash compensation to employee            
|01/02/01 | Common Stock | 100                       | Leo Bloom          | Non-cash compensation for consulting services
|01/02/01 | Common Stock | 2                         | Norma Mirsky       | Non-cash compensation for consulting services
|01/02/01 | Common Stock | 10                        | Ernest Washington  | Non-cash compensation to employee            
|01/02/01 | Common Stock | 14                        | Gary C. Evans      | Non-cash compensation for consulting services
|01/02/01 | Common Stock | 50                        | Lydia Salas        | Non-cash compensation to employee            
|01/02/01 | Common Stock | 100                       | Clara Fernandez    | Non-cash compensation to employee            
|01/02/01 | Common Stock | 100                       | Rolando Fernandez  | Non-cash compensation to employee            
|01/02/01 | Common Stock | 100                       | Robert A. Carnavil | Non-cash compensation for consulting services
|01/02/01 | Common Stock | 50                        | Jesse McGowan      | Non-cash compensation to employee            
|01/02/01 | Common Stock | 5                         | Kristy I. Gorman   | Non-cash compensation to employee            
|01/02/01 | Common Stock | 20                        | Patricia Herter    | Non-cash compensation to employee            
|01/02/01 | Common Stock | 100                       | Maryluz Sell       | Non-cash compensation to employee            
|01/02/01 | Common Stock | 100                       | Olga Olivares      | Non-cash compensation to employee            



|01/02/01 | Common Stock | 100   | Maria Companiony          | Non-cash compensation to employee                                
|-------- | ------------ | ----- | ------------------------- | -----------------------------------------------------------------
|01/02/01 | Common Stock | 500   | Christopher Thompson      | Non-cash compensation to employee                                
|01/02/01 | Common Stock | 400   | Ray G. Clark              | Non-cash compensation for consulting services                    
|01/02/01 | Common Stock | 4,000 | CR Capital Services, Inc. | Non-cash compensation for corporate securities and legal services
|01/03/01 | Common Stock | 2,000 | Leon P. Wilde             | Non-cash compensation for services provided                      
|02/20/01 | Common Stock | 2,000 | Jennifer Hanson           | Non-cash compensation for consulting services                    
|03/08/01 | Common Stock | 2,000 | Jennifer Hanson           | Non-cash compensation for consulting services                    
|03/08/01 | Common Stock | 1     | Patty Brick               | Non-cash compensation for website consulting services            
|03/08/01 | Common Stock | 100   | Bill Dominguez            | Non-cash compensation to employee                                
|03/20/01 | Common Stock | 50    | Bill Dominguez            | Non-cash compensation to employee                                
|03/20/01 | Common Stock | 1,000 | Deborah Ferretti          | Non-cash compensation for consulting services                    
|03/20/01 | Common Stock | 2,000 | Jeanette Dunn             | Non-cash compensation for consulting services                    
|04/16/01 | Common Stock | 80    | Martin Bolodian           | Non-cash compensation for services provided                      



|04/16/01 | Common Stock | 80     | Eric Anderson            | Non-cash compensation for services provided               
|-------- | ------------ | ------ | ------------------------ | ----------------------------------------------------------
|04/16/01 | Common Stock | 80     | Sherry Muller            | Non-cash compensation for services provided               
|04/16/01 | Common Stock | 80     | Lisa Wilde               | Non-cash compensation for services provided               
|04/16/01 | Common Stock | 80     | Douglas Meyers           | Non-cash compensation for services provided               
|04/16/01 | Common Stock | 40     | Leon Wilde               | Non-cash compensation for services provided               
|08/15/01 | Common Stock | 1,000  | Deborah Ferretti         | Non-cash compensation for consulting services             
|08/17/01 | Common Stock | 200    | Richard P. Greene        | Non-cash compensation for legal consulting services       
|09/12/01 | Common Stock | 300    | The Research Works, Inc. | Non-cash compensation for consulting services             
|12/26/01 | Common Stock | 80     | Patricia Herter          | Non-cash compensation to employee                         
|04/22/02 | Common Stock | 49,600 | Thomas J. Craft, Jr.     | Non-cash compensation for serving as officer and director.
|04/22/02 | Common Stock | 49,600 | Richard Rubin            | Non-cash compensation for serving as officer and director 
|04/22/02 | Common Stock | 24,800 | Ivo Heiden               | Non-cash compensation for services provided               



|04/30/02 | Common Stock | 76,923     | Trico Bancorp.             | Private Placement at $0.013                                      
|-------- | ------------ | ---------- | -------------------------- | -----------------------------------------------------------------
|07/11/02 | Common Stock | 300        | Lydia Salas                | Non-cash compensation to employee                                
|09/19/02 | Common Stock | 20,000     | Joe Raich                  | Share Exchange Agreement                                         
|09/19/02 | Common Stock | 20,000     | Glenn Stephanos            | Share Exchange Agreement                                         
|12/10/02 | Common Stock | 12,740     | Barry Gross                | Settlement of debt                                               
|12/10/02 | Common Stock | 80,000     | Thomas J. Craft, Jr.       | For legal services                                               
|12/10/02 | Common Stock | 100,000    | CR Capital Services, Inc.  | Non-cash compensation for securities compliance services at $0.02
|21/10/02 | Common Stock | 50,000     | CR Capital Services, Inc.  | Private Placement at $0.01                                       
|05/22/03 | Common Stock | 500,000    | Tam Bui, Director          | Non-cash compensation for consulting services                    
|05/22/03 | Common Stock | 500,000    | Tina Phan                  | Non-cash compensation for consulting services                    
|05/23/03 | Common Stock | 10,596,290 | Michael Nguyen             | Non-cash stock exchange in merger transaction                    
|05/23/03 | Common Stock | 2,250,000  | Providential Capital, Inc. | Non-cash compensation for merger consulting services             
|3/19/04  | Common Stock | 100,000    | Datt Vo                    | Non-cash compensation for consulting services                    



|4/23/04 | Common Stock | 250,000 | Hung Huu Nguyne | Non-cash compensation for consulting services
|------- | ------------ | ------- | --------------- | ---------------------------------------------
|5/27/04 | Common Stock | 475,000 | Mike Tran       | Non-cash compensation for consulting services



( 1) We relied upon Section 4(2) of the Act as the basis for the exemption from the registration requirements of the Act and there was no public solicitation involved. The shares of restricted common stock were sold to private investors. All recipients either received adequate information about the Company or had access, through employment or other relationships, including business and personal relationships with the Company's management to such information.





ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS



Results of Operations



The Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003



The Company's net revenue for the year ended December 31, 2004 was $2,663,125 compared to $1,132,809 for the year ended December 31, 2003. Revenues from telecommunication minutes and prepaid calling cards for the year ended December 31, 2004 and 2003 were $827,271 and $113,948 respectively. Used equipment sales and commissions on the sale of used equipment for the year ended December 31, 2004 and 2003 were $1,805,854 and $827,271, respectively.



Gross margin was 49 percent of revenue for the year ended December 31, 2004 compared to 61 percent for the same period ended December 31, 2003. The gross margin decrease is related primarily to the commission revenues that have minimal costs in 2003. Gross margin for the year ended December 31, 200, excluding commission revenues was 51%.



Operating expenses consisting primarily of research and development expense and general and administrative expense increased $1,913,905, to $4,036,068 for the year ended December 31, 2004 compared to $2,122,163 for the same period ended December 31, 2003. Research and development expense was $2,239,693 for the year ended December 31, 2004 compared to $1,652,455 in the same period in 2003. These costs are primarily personnel and consulting costs for engineers developing software. During 2004, the Company increased efforts to bring many of its software products to technological feasibility, thereby increasing the research and development costs during 2004. $1,921,887 of this expense was a non-cash charge for the market value of the Company's common stock issued to engineers for their services during the year ended December 31, 2004 as compared to $1,508,061 for the year ended December 31, 2003. General and administrative expense increased $1,322,152 to $1,790,978 in the period ended December 31, 2004 compared to the same period ended December 31, 2003. This increase was primarily related to an increase in the provision for doubtful accounts of $1,075,000, consulting fees of $89,000 which is a non-cash charge for the cost of options granted for consulting services based on a fair value model at the grant date calculated under SFAS 123, and a non-cash charge of $245,000 for the market value of the Company's common stock issued to an affiliate for consulting services, offset by a non-cash charge for the year ended December 31, 2003 of $125,000 for the market value of the Company's stock issued to former directors for consulting services. 
The increase in the provision for doubtful accounts is related principally to
two international customers.  At the time the shipments were made to these
customers, they had good credit histories with the Company.  The customers'
local markets changed and these customers did not have the cash flows to make
payment.  The Company ceased shipments and provided a reserve for these
accounts, but intends to pursue collection.

Liquidity and Capital Resources



For the year ended December 31, 2004, the Company's primary source of cash was from the exercise of stock options. During this period $52,000 was used for operating activities compared to cash generated from operating activities of $96,000 during the same period ended December 31, 2003. The negative cash flow from operations for the year ended December 31, 2004 is primarily attributable to the net loss plus the net increase of receivables and payables of $406,000, offset by $24,000 of depreciation and $2,258,000 of non-cash stock and option issues for consulting fees. The positive cash flow from operations during the year ended December 31, 2003 was mainly attributable to the net loss for the period plus the net increase in accounts receivable and accounts payable of $354,000, offset by $1,768,000 of non-cash stock issues for consulting fees and $12,000 in depreciation.

The Company used cash in the amount of $7,275 for investing activities during the year ended December 31, 2004 compared to $62,064 for the same period ended December 31, 2003.



Cash flow provided by financing activities was $45,000 during the year ended December 31, 2004 compared to $0 during the same period in the prior year. During 2004, the Company received $100,000 from the exercise of a stock option offset by payments on notes payable of $55,000.



The Company has incurred an accumulated deficit as of December 31, 2004 of $4,404,000. As shown in the accompanying consolidated financial statements, the Company has incurred losses in years ended December 31, 2004 and 2003.



$2,166,887 and $1,767,740 of the losses in 2004 and 2003, respectively, resulted
from non-cash charges for the issuance of common stock as payment for consulting
services.  The Company has begun marketing its telecommunications services
based on upgraded technology and customer support to a limited test market. 
If the test marketing is positive, the Company plans to market to major
telecommunications providers in the second quarter of 2005.



The future of the Company is dependent on its ability to generate cash from operations. There can be no assurance that the Company will be able to implement it current operating plan.

---





ITEM 7.    FINANCIAL STATEMENTS.





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Shareholders

Nettel Holdings, Inc.



We have audited the accompanying consolidated balance sheet of Nettel Holdings, Inc. as of December 31, 2004, and the related consolidated statements of operations, consolidated shareholders' equity, and consolidated cash flows for the years ended December 31, 2004 and 2003. These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits of these consolidated statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nettel Holdings, Inc.  as of December 31, 2004, and the results of their operations and cash flows for the years ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  During the year ended December 31, 2004, the Company incurred net losses of $2,740,375 and has accumulated deficit of $4,404,330 as of December 31, 2004.  These factors, among others, as discussed in Note 14 to the consolidated financial statements, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 14. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.







KABANI & COMPANY, INC.





CERTIFIED PUBLIC ACCOUNTANTS

Huntington Beach, California



April 3, 2005

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|NETTEL HOLDINGS, INC.              
|-----------------------------------
|(formerly BIO STANDARD CORPORATION)
|CONSOLIDATED BALANCE SHEET         
|DECEMBER 31, 2004                  
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| |  |  | Total stockholders' deficit |  | (127,502) |  
| |  |  | --------------------------- |  | --------- | -
| |  |  |                             |  |           |  
| |  |  |                             |  |           | $





---







|NETTEL HOLDINGS, INC.                         
|----------------------------------------------
|(formerly BIO STANDARD CORPORATION)           
|CONSOLIDATED STATEMENTS OF OPERATIONS         
|FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
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| |                                                                                                                                                                   |  |  |  |  | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  | 
| | * The basic and diluted net loss per share has been stated to retroactively effect 50:1 reverse split on May 1, 2003.                                            
| |                                                                                                                                                                   |  |  |  |  | 
| | *  Weighted average number of shares used to compute basic and diluted loss per share is the same since since the effect of dilutive securities is anit-dilutive.







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|NETTEL HOLDINGS, INC.                                   
|--------------------------------------------------------
|(formerly BIO STANDARD CORPORATION)                     
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
|FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003          
|                                                        
|                                                        
|                                                        
|                                                        
|Balance at December 31, 2002                            
|                                                        
|Shares issued for services                              
|                                                        
|Net loss for the year                                   
|                                                        
|Balance at December 31, 2003                            
|                                                        
|Shares issued for services                              
|                                                        
|Options issued for services                             
|                                                        
|Shares issued from exercise of stock options            
|                                                        
|Net loss for the year                                   
|                                                        
|Balance at December 31, 2004                            



---



|NETTEL HOLDINGS, INC.                         
|----------------------------------------------
|(formerly BIO STANDARD CORPORATION)           
|CONSOLIDATED STATEMENTS OF CASH FLOWS         
|FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
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NETTEL GLOBALCOMMUNICATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.

DESCRIPTION OF BUSINESS



NetTel Global
communication, Inc. ("NetTel") was incorporated on December 10, 1999 in the state of Delaware.  The Company began operations in March 2001 selling wireless communication devices and service activation with various providers.  During 2002, the Company began refurbishing and reselling used computer equipment and providing retail internet access. In April 2003, the Company discontinued retail wireless and internet access sales, began selling used computer equipment.



On May 23, 2003, the NetTel entered into an Agreement of Merger with Nettel Holdings, Inc. (formerly Bio Standard Corporation), ("the Company"), a Florida corporation. Pursuant to the Merger Agreement, the Company issued 10,596,290 shares of its common stock to the NetTel's shareholders in exchange for all the issued and outstanding shares of the NetTel's common stock and issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction.



The merger of the Company with NetTel has been accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of NetTel obtained control of the consolidated entity. Accordingly, the merger of the two companies has been recorded as a recapitalization of the NetTel, with NetTel being treated as the continuing entity. The continuing company has retained December 31 as its fiscal year end. The historical results for the year ended December 31, 2004 include NetTel and the Company, while the historical results for the year ended December 31, 2003 include NetTel and the Company (from the acquisition date).



Nettel Holdings, Inc. (formerly Bio Standard Corporation), ("the Company") was incorporated in the State of Florida on October 22, 1998.



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS



Use of estimates



The preparation 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.

Cash and cash equivalents



The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits. The company has not experienced any losses in such accounts.



Allowance for doubtful accounts



In determining the allowance to be maintained, management evaluates many factors including industry and historical loss experience.  The allowance for doubtful accounts is maintained at an amount management deems adequate to cover estimated losses. The accounts receivable balance at December 31, 2004 and net revenues for the year ended December 31, 2004 include amounts from two international customers that have a history of slow payment. Allowance for doubtful accounts is $1,087,063 and $155,000 for the years ended December 31, 2004 and 2003, respectively.



Property & Equipment



Capital assets are stated at cost. Depreciation of equipment is provided using the straight-line method over the estimated useful lives (3 years) of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for maintenance and repairs are charged to expense as incurred.

Long-lived assets



Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and reporting for the impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be  Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30,  "Reporting  the  Results  of  Operations  for  a Disposal of a Segment of a Business."  The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144.  SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts.  In that  event,  a  loss  is  recognized  based on the amount by which the carrying amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.  Based on its review,  the Company  believes  that,  as  of  December 31,  2002,  there  were  no significant impairments  of  its  long-lived  assets.



Revenue Recognition



Revenue Recognition Revenue is recognized when earned. The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. The Company recognizes revenue from telecommunications and internet services as services are provided; the Company recognizes sales from equipment when title transfers. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue.  Cost of sales includes the cost of equipment sold and the cost of capacity for internet and wholesale minutes associated with the revenue recognized within the corresponding time period.



Advertising



The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2004 and 2003 were $0.



Research and Development



Expenditures for software development costs and research are expensed as incurred. Such costs are required to be expensed until the point that technological feasibility is established. The period between achieving technological feasibility and the general availability of such software has been short. Consequently, costs otherwise capitalizable after technological feasibility is achieved are generally expensed because they are insignificant.



Issuance of shares for service



The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.



Stock based compensation



The Company accounts for stock-based compensation plans under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for stock issued to employees" (APB 25) and related interpretations with pro forma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The company uses the intrinsic value method prescribed by APB25 and has opted for the disclosure provisions of SFAS No.123.





Income taxes



Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income (loss). Valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.



Fair value of financial instruments



Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.



Basic and diluted net loss per share



Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128),
"Earnings per share". SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.



Comprehensive Loss



Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. There were no items of comprehensive income during 2003 and 2002, accordingly, a Statement of Comprehensive Loss is not presented.



Recent Pronouncements



In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based Compensation-Transition and Disclosure".  SFAS No. 148 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 Statement 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 Statement is effective for the Companies' interim reporting period ending June30, 2004.



In compliance with FAS No. 148, the Company has elected to calculate the cost of options based on a fair value model at the grant date for its stock options issued to consultants under SFAS 123, and has made the applicable disclosures below. ($ in thousands, except per share amounts):



December 31, 2004

Net Income - as reported

$           (2,740)

Stock-Based employee compensation

expense included in reported net

income, net of tax

89



Total stock-based employee

compensation expense determined

under fair-value-based method for all

rewards, net of tax

(89)





Pro forma net loss

$(2,740)



Earnings per share:

Basic, as reported

$ (0.13)

Diluted, as reported

$ (0.13)

Basic, pro forma

$ (0.13)

Diluted, pro forma

$ (0.13)



The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model are as follows:



Risk-free interest rate                5.35%

Expected life of the options      2 years

Expected volatility                    90%



Expected dividend yield             -



Following is a summary of the stock option activity:



Outstanding at December 31, 2003

0

Granted

200,000

Forfeited

0

Exercised

(200,000)

Outstanding at December 31, 2004                                                           0





In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees.  FAS No. 123R is effective beginning in the Company's second quarter of fiscal 2006.  The Company is in process of evaluating the impact of the adoption of this standard on its financial statements.



In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of Nonmonetary Assets."  The Statement is an amendment of APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  The Company believes that the adoption of this standard will have no material impact on its financial statements.



In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES." EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the Financial Accounting Standards Board (FASB) delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company will evaluate the impact of EITF 03-01 once final guidance is issued.





3.

PROPERTIES AND EQUIPMENT



Property and equipment at December 31, 2004 consisted of the following:



2004

Office equipment

$   70,318

Software

4,100



Furniture and fixtures

200

74,618

Less: accumulated depreciation & amortization

(37,158)

$ 37,460



Depreciation expense for the years ended December 31, 2004 and 2003 was $24,064 and $12,127, respectively.



4.       ACCOUNTS PAYABLE- RELATED PARTY



The Company owed $5,000 to an officer and employee of the company for un-reimbursed business expenses as of
December 31, 2004. The amount is due on demand, unsecured and interest free.



5.

PAYROLL LIABILITIES



The Company has not paid salaries to its employees and has accrued $112,433 in payroll liabilities for the past three years. $32,593 of the payroll liability balance was assumed by the Company from Bio Standard during the recapitalization transaction.



6.       NOTE PAYABLE



Notes Payable from an individual are due on demand. These notes are unsecured and bear the annual interest rate of 6% on the unpaid principal balance. Interest expense for these notes for the years ended December 31, 2004 and 2003 is $2,354 and $4,890, respectively.  Total accrued interest is $10,714. No interest has been paid on these notes.



7.

STOCKHOLDERS' EQUITY



On May 1, 2003, the Board of Directors declared a fifty to one reverse stock split of the Company's common stock. An amount equal to the par value of the common shares affected by the reverse split was transferred from the common stock account to the additional paid-in capital account. All references to number of shares, except shares authorized, and to per share information in the consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis.



On May 23, 2003 the Company issued 12,846,290 shares of Common Stock for acquisition of NetTel (note 1). The acquisition of NetTel has been accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of NetTel obtained control of the consolidated entity. Accordingly, the merger of the two companies has been recorded as a recapitalization of the NetTel, with NetTel being treated as the continuing entity.



The Company issued 500,098 shares of Common Stock valued at $125, 069 to former officers of the Company for consulting services on May 27, 2003.  Additionally in August 2003, the Company issued 1,466,820 shares of Common Stock valued at $901,812 to consultants for engineering and legal services. In October 2003 the Company issued 930,675 shares of Common Stock to consultants for engineering services and in November 2003, the Company issued 658,851 shares of Common stock to consultants for engineering and administrative services for a combined value of $740,859. The valuation of shares was based upon market value of the shares at the time of the consummation of the transaction.



In January 2004 the Company issued 1,387,750 shares of Common Stock to consultants for engineering services and in March 2004, the Company issued 100,000 shares of Common stock to a consultant for engineering for a combined value of $873,772. In April 2004 the Company issued 500,000 shares of Common Stock to a consultant for consulting services relating to business development for the Company for a combined value of $245,000. In May 2004 the Company issued 2,016,050 shares of Common Stock to consultants for engineering services for a combined value of $886,115.  In November 2004 the Company issued $250,000 shares to a consultant for



engineering services for a combined value of $162,000. The valuation of shares was based upon average market value of the shares at the time of the consummation of the transaction.



In January 2004, the Company granted a stock option to a consultant for 200,000 shares of the Company's Common Stock at $0.50 per share. The value of the option was calculated under SFAS 123 based on a fair value model at the grant date.  $89,200 was recorded as consulting fees. In February 2004, the consultant exercised the option to purchase 200,000 shares of the Company's stock for $100,000.





8.

INCOME TAXES



The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards No. 109,
" Accounting for Income Taxes," under which the liability method is used to calculate deferred income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and income tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.



For federal income tax purposes, the Company has available net operating loss carryforwards of approximately $3,174,000 and $1,388,000 for the years ended December 31, 2004 and 2003, respectively. The net operating loss carryforwards
expire through 2018 and are available to offset future income tax liabilities.
Deferred tax assets are comprised of the folowing at December 31, 2004:



|                                 | December 31, 2004              
|-------------------------------- | -------------------------------
|                                 |                                
|Allowance for doubtful accounts  | $               
		417,000     
|Unpaid liabilities               | 51,900                         
|Net operating loss carryforwards | 1,180,500                      
|                                 | 1,649,400                      
|Valuation Allowance              | (1,649,400)                    
|Net deferred taxes               | $                          
		-
|                                 |                                



Income tax expense (benefit) for the years ended December 31, 2004 and 2003 is summarized as follows:



|                             |   | 2004      |   | 2003     
|---------------------------- | - | --------- | - | ---------
|Current:                     |   |           |   |          
|Federal                      | $ | (555,500) | $ | (363,400)
|State                        |   | (117,900) |   | (78,000) 
|Deferred taxes               |   | (365,900) |   | (64,000) 
|Valuation allowance          |   | 1,039,300 |   | 505,400  
|Income tax expense (benefit) | $ | -         | $ | -        



The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Consolidated Statements of Operations:





9.

EMPLOYEE BENEFIT PLANS





The 2003 Employee Benefit Plan ("the Plan") adopted by the Board of Directors on April 30, 2003, provides for the granting of either a stock award or non-qualified stock options to purchase shares of the Company's Common Stock to employees, officers, directors and consultants of the Company.  Information relating to the Plan during 2004 and 2003 is as follows:



|                                                                    | Shares     
|------------------------------------------------------------------- | -----------
|Shares reserved and registered under Form S8 during 2003            | 5,300,000  
|Shares issued during 2003                                           | (3,656,346)
|Options granted during 2003                                         | -          
|Balance of shares available to issue or grant at December 31, 2003  | 1,643,654  
|Shares reserved and registered under Form S8 during 2004            | 2,750,000  
|Shares issued during 2004                                           | (4,078,800)
|Options granted during 2004                                         | (200,000)  
|Balance of shares available to issue or grant at December
	31, 2004 | 144,854    
|                                                                    |            



On February 15, 2001, the Company adopted a 2001 Stock Option Plan ("the Option Plan") for employees, officers, directors and consultants. Information relating to the Plan is as follows:





|                                      |                          |   | Average per share
|------------------------------------- | ------------------------ | - | -----------------
|                                      | Shares subject to option |   | Exercise price   
|Options outstanding December 31, 2002 | 700                      | $ | 225.00           
|Options exercised                     | -                        | $ |                  
|Options cancelled                     | -                        | $ |                  
|Options issued                        | -                        | $ |                  
|Balance, December 31, 2003            | 700                      | $ | 225.00           
|Options exercised                     | -                        | $ |                  
|Options cancelled                     | -                        | $ |                  
|Options issued                        | -                        | $ |                  
|Balance, December 31, 2004            | 700                      | $ | 225.00           



10.   
SEGMENTS



Statement of financial accounting standards No. 131, Disclosures about segments of an enterprise and related information (SFAS No. 131), which superseded statement of financial accounting standards No. 14, Financial reporting for segments of a business enterprise, establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographic areas and major customers. SFAS No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances.



The Company has two reportable segments consisting of (1) Equipment Sales and (2) Telecommunications long distance and prepaid calling card minutes. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on sales, gross profit margins and operating profit before income taxes.  Unallocated assets and loss from continuing operations are primarily related to software development in the ENTEC subsidiary.





The following is information for the Company's reportable segments for the years ended December 31, 2004 and 2003:



|                                                              |                   |                            |                |                
|------------------------------------------------------------- | ----------------- | -------------------------- | -------------- | ---------------
|(in thousands)                                                | Equipment Segment | Telecommunications Segment | Unallocated    | Total          
|                                                              |                   |                            |                |                
|Revenue
2004
2003                                             | $1,806
1,198      | $577
114                   | $          0
0 | $2,663
1,312   
|Gross margin
2004
2003                                        | 1,207
798         | 91
0                       | 0
0            | 1,298
798      
|Depreciation and amortization
2004
2003                       | 0
0               | 24
12                      | 0
0            | 24
12          
|Profit (Loss) from continuing operations before tax
2004
2003 | 230
642           | (1,318)
(1,665)            | (1,650)
(302)  | (2,738)
(1,325)
|Identifiable assets
2004
2003                                 | 174
494           | 97
54                      | 30
49          | 301
597        
|Capital expenditures
2004
2003                                | 0
0               | 7
62                       | 0
0            | 7
62           
|                                                              |                   |                            |                |                





11.

MAJOR CUSTOMERS



For the year
ended December 31, 2004, four customers provided 32% of the net revenues and
three suppliers provided 77% of the cost of goods sold. For the year ended
December 31, 2003, three customers provided 69% of the net revenues and three
suppliers provided 62% of the cost of goods sold. The receivable balances due
from the customers were $904,166 and $590,382 at December 31, 2004 and 2003,
respectively. The Company extends credit to its customers based upon its
assessment of their credit worthiness and generally does not require collateral.
The accounts receivable balance at December 31, 2004 and net revenues for the
year ended December 31, 2004 include amounts from the two international customers that have a history of slow payment, therefore the Company has provided an allowance for doubtful accounts of $487,000 at December 31, 2004.



The accounts
payable balances due to the suppliers are $55,172 and $161,812 at December 31, 2004 and 2003, respectively.  The Company extends credit to its customers based upon its assessment of their credit worthiness and generally does not require collateral. Credit losses have not been significant.



12.

COMMITMENTS



July 1, 2003, the Company entered into a three-year lease for corporate office space in Portland, Oregon. October 1, 2004, the Company added additional space to the three-year lease in Portland, Oregon. Total rent expense under this lease was $26,400 for the year ended December 31, 2004. Lease commitments are as follows:



2005

33,000

2006

16,800



13.

BASIC AND DILUTED NET LOSS PER SHARE





Basic and diluted net loss per share for the twelve-month period ended December 31, 2002 and 2001 were determined by dividing net loss for the periods by the weighted average number of basic and diluted shares of common stock outstanding. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.



14.

GOING CONCERN



The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated deficit of $4,404,330 including net losses of $2,740,375 and $1,329,587 for the years ended December 31, 2004 and 2003, respectively.  In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The 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 be necessary should the Company be unable to continue as a going concern.



Management has taken various steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue on in the subsequent year. Management devoted considerable effort during the year ended December 31, 2004, towards management of liabilities and improving the operations. The management believes that these actions will allow the Company to continue its operations through the next fiscal year.





15.

CANCELLATION OF AGREEMENT



On May 5, 2004, Creative Vistas and ENTEC, a non-operative subsidiary of the Company, signed a stock exchange agreement (the "Agreement"), pursuant to which Creative Vistas agreed to issue 75,000,000 shares to the ENTEC shareholder in exchange for 100% of ENTEC's outstanding shares. ENTEC was owned 60% by the Company and 40% by the President of the Company, before this agreement (collectively, "ENTEC shareholders"). Upon completion of the Acquisition, ENTEC would become a wholly-owned subsidiary of Creative Vistas. An additional 2,000,000 shares would be issued to persons for services rendered in the Acquisition: 1,000,000 of those shares would be issued to Miller Capital Corporation, whose principal is Rudy R. Miller, Creative Vistas' current president and largest shareholder, who would resign as part of the Acquisition. Upon completion of the Acquisition, the Company would own 45,000,000 of the 87,000,000 shares of Creative Vistas' common stock; and the Company current officers and directors would become the officers and directors of Creative Vistas, resulting in a change of control of Creative Vistas.



On August 6, 2004, Creative Vistas and ENTEC terminated the Agreement.  The company has written off the amount deposited in connection with the transaction amounting to $285,000, and has recorded the amount as part of general and administrative expense in the accompanying financial statements.



On November 1, 2004, the Company filed an SB2 registration statement.



On January 18, 2005, the Company filed to request that Form SB-2 registration statement be withdrawn. No securities were offered or sold pursuant to this registration statement. Per the filing, the Company intends to amend the terms of the private placement and will register the shares of common stock underlying such private placement on another registration statement.

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



As disclosed in the Company's Form 8-K filed on February 27, 2002 disclosing a change in the Company's certifying accountants. The Company previously filed a Form 8-K/A on October 12, 2001 pursuant to which it announced that its independent public accountant, Mark Escoffery, P.A., resigned as the Company's accountant. The board of directors on February 26, 2002, engaged Grassano Accounting, P.A., to audit the Company's financial statements for its fiscal year ended December 31, 2001, which change took place in connection with the Company's change in control.   The Company filed a Form 8-K on July 23, 2003, disclosing the appointment of Kabani and Company as its new independent accounts.  That 8-K contained the following information:



(a) Previous independent accountants

(i) Effective July 10, 2003, Nettel Holdings, Inc. ("Nettel" or "Registrant"), confirmed with its auditors, Grassano Accounting PA ("Grassano"), that the firm would no longer be representing the Registrant as its accountants. As of that date, Registrant informed the Grassano that it would be dismissed as the Registrant's accountants.

(ii) Grassano Accounting PA, last reported on Registrant's financial statements as of December 31, 2002. Nettel's financial statements for the past two years, as audited by Grassano, included an independent auditor's report containing an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.

(iii) The change of independent accountants was ratified by the Board of Directors of Nettel on July 10, 2003.



(iv) During Nettel's two most recent fiscal years and the subsequent interim period through July 10, 2003, there were no disagreements with Grassano on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved, to Grassano's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report.  However, Grassano's reports on the Company's consolidated financial statements contained an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.

(v) During the two most recent fiscal year and the subsequent interim period through July 10, 2003, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).



(a) During the previous two fiscal years and the subsequent interim period through July 10, 2003, Grassano did not advise Nettel that the internal controls necessary for the registrant to develop reliable financial statements do not exist.



(b)  During the previous two fiscal years and the subsequent interim period through July 10, 2003, Grassano did not advise Nettel that any information had come to their attention which had led them to no longer be able to rely on management's representation, or that had made Grassano unwilling to be associated with the financial statements prepared by management.



(c)  During the previous two fiscal years and the subsequent interim period through July 10, 2003, Grassano did not advise Nettel that the scope of any audit needed to be expanded significantly or that more investigation was necessary.



(d)  During the previous two fiscal years and the subsequent interim period through July 10, 2003, Grassano did not advise Nettel that there was any information which the accountants concluded would materially impact the fairness and reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to the accountant's satisfaction, would prevent it from rendering an unqualified audit report on those financial statements.



(b) New independent accountants



The Registrant has engaged Kabani & Company, Inc. ("Kabani") as its new independent accountant on July 10, 2003. Prior to July 10, 2003 the Registrant had not consulted with Kabani regarding (i) the application of accounting principles to a specified transaction,



either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements, and no written report or oral advice was provided to the Registrant by Kabani concluding there was an important factor to be considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.



ITEM 8A.    CONTROL AND PROCEDURES

As required by SEC rules, we have evaluated the 
effectiveness of the design and
operation of our  disclosure  controls and  procedures  at
the end of the period
covered by this report.  This  evaluation was carried out under the 
supervision
and with the participation of our management,  including our principal
executive
officer  and  principal  financial  officer.  Based 
on this  evaluation,  these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no changes in our internal control over
financial  reporting or in other factors that have materially affected,  or are
reasonably  likely to materially  affect,  our internal 
control over  financial
reporting.
Disclosure  controls and procedures are our 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  Exchange Act is recorded, 
processed,
summarized  and reported,  within the time periods  specified in
the SEC's rules
and forms.  Disclosure  controls and  procedures  include, 
without  limitation,
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  principal 
executive
officer  and  principal  financial  officer,  as 
appropriate,  to allow  timely
decisions regarding required disclosure.



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PART III



ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS



The following sets forth certain information with respect to directors and executive officers of the Company.



|Name           | Age | Position with the Company        
|-------------- | --- | ---------------------------------
|Michael Nguyen | 33  | President, Secretary and Director

Directors serve for a term of one year or until their successors are elected and qualified. Executive officers are appointed by and serve at the will of the Board of Directors. Each of the officers serves at the discretion of the Board of Directors.



At a board meeting on May 1, 2003 duly held and called, Tam Bui and Tina Phan were elected to the board of directors by majority vote of the board of directors. Following the election of Mr. Bui and Ms. Phan to the board of directors of the Company, Thomas J. Craft, Jr. and Richard Rubin submitted their resignation as directors and officers of the Company. At a board meeting on May 23, 2003 duly held and called, Michael Nguyen was elected to the board of directors and In June 2003, Ms. Phan submitted her resignation as an officer and a director of the Company.  In August 2004, Mr. Bui submitted his resignation as a director of the Company. The current board of directors of the Company consists of Michael Nguyen, Chairman.



Michael Nguyen, President and Chairman



Mr. Nguyen holds a Bachelor of science degree from Portland State University; he also served six years in the Oregon Army National Guard. Mr. Nguyen has over 10 years experience in the telecommunications industry. He founded NetTel Globalcommunication Inc. in 1999 and has served as its chief executive officer since the Company was founded.









ITEM 10.    EXECUTIVE COMPENSATION



The following table sets forth compensation paid by the Company to the executive officers.





|Name and Principal Position | Year                               | Annual Compensation       | Long-term Compensation | All Other Compensation
|--------------------------- | ---------------------------------- | ------------------------- | ---------------------- | ----------------------
|Salary                      | Bonus                              | Other Annual Compensation | Awards                 | Payouts               
|Restricted Stock Award(s)   | Securities Underlying Options/SARs | LTIP Payouts             
|                            | 2002                               | 0                         | 0                      | 0                     
|Michael Nguyen,             | 2003                               | 0                         | 0                      | 0                     

| | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0
| | ---- | - | - | - | - | - | - | -



ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth information, as of March 31, 2004, with respect to the number of
shares beneficially owned by individual and directors and officers and by all directors and
officers of the Company as a group, and by persons known to own more than 5% of the
Company's shares.

|Name and Address of Beneficial Owner                                                            | Number of Shares Held (1) | Percentage
|----------------------------------------------------------------------------------------------- | ------------------------- | ----------
|Michael
		Nguyen, President and Chairman
		610 SW
		Broadway, Suite 405, Portland, Oregon 97205 | 10,596,290                | 45.8%     



(1) Based upon shares

23,119,927

(B) Compliance with Section 16(a) of the Exchange Act



Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's officers and
directors, and persons who own more that ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and with any exchange on which the Company's securities are traded.
Officers, directors and persons owning more than ten percent of such securities are required by
Commission regulation to file with the Commission and furnish the Company with copies of all
reports required under Section 16(a) of the Exchange Act. Based solely upon its review of the
copies of such reports received from officers, directors and greater than ten percent shareholders,
the Company reports the following failures to file reports under Section 16(a) of the Exchange
Act:

|Name                                                                                         | Beneficial Owner of class of
		Securities (%) (1) | Forms filed under Section
		16(a)
|-------------------------------------------------------------------------------------------- | ------------------------------------------------- | ---------------------------------
|Michael
		Nguyen, President
		610 SW
		Broadway, Suite 405
		Portland,
		Oregon 97205        | 45.8%                                             | Form 5                           
|Providential Capital
		8700
		Warner Avenue, Suite 200
		Fountain
		Valley, California 92708 | 9.7%                                              | SC 13D                           

(1) Based upon
23,119,927 shares issued and outstanding as of March 31, 2005.





ITEM 12.    CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS



None.




PART III



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits



Exhibit No.                                                           Description

|Exhibit Number | Description                                                                                                                                                                                                                                                                                                           
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            | Agreement and Plan of Merger dated as of May 22, 2003 among Nettel Global Communication
Corporation, Bio Standard Corporation and the shareholders of Nettel Global Communication
Corporation (Incorporated by reference to Form 8-K, filed with the Securities and Exchange
Commission on May 30, 2003)              
|3.1            | Articles of Incorporation (Incorporated by reference to Form 10-SB (File No. 000-26307), filed
with the Securities and Exchange Commission on June 9, 1999)                                                                                                                                                           
|3.2            | Articles of Amendment to Articles of Incorporation filed February 5, 1999 (Incorporated by
reference to Form 10-SB (File No. 000-26307), filed with the Securities and Exchange
Commission on June 9, 1999)                                                                                                           
|3.3            | Articles of Amendment to Articles of Incorporation filed March 1, 2000
(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                              
|3.4            | Articles of Amendment to Articles of Incorporation filed November 15, 2000
(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                          
|3.5            | Articles of Merger filed November 20, 2000 (filed
		with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                                                        
|3.6            | Articles of Amendment to Articles of Incorporation filed November 29, 2000
		(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                        
|3.7            | Articles of Amendment to Articles of Incorporation filed April 19, 2002 (Incorporated by
reference to Form 8-K, filed with the Securities and Exchange Commission on April 29, 2002)                                                                                                                                  
|3.8            | Articles of Amendment to Articles of Incorporation filed May 14, 2002 (Incorporated by
reference to Form 8-K, filed with the Securities and Exchange Commission on May 16, 2002)                                                                                                                                      
|3.9            | Articles of Amendment to Articles of Incorporation filed January 21, 2003
(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                           
|3.10           | Articles of Amendment to Articles of Incorporation filed May 7, 2003
(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                                
|3.11           | Articles of Amendment to Articles of Incorporation filed May 23, 2003
(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                               
|3.12           | Bylaws (Incorporated by reference to Form 10-SB (File No. 000-26307), filed with the Securities
and Exchange Commission on June 9, 1999)                                                                                                                                                                              
|4.1            | Standby Equity Distribution Agreement, dated September 28, 2004, between Cornell Capital
Partners, LP and Nettel Holdings, Inc. (Incorporated by reference to Form 8-K, filed with the
Securities and Exchange Commission on October 4, 2004)                                                                         
|4.2            | Registration Rights Agreement, dated September 28, 2004, by and between Nettel Holdings, Inc.
and Cornell Capital Partners, LP, in connection with the Standby Equity Distribution Agreement
(Incorporated by reference to Form 8-K, filed with the Securities and Exchange Commission on
October 4, 2004)            
|4.3            | Escrow Agreement, dated September 28, 2004, by and between Nettel Holdings, Inc., Cornell
Capital  Partners,  LP and Butler Gonzalez LLP, in  connection  with the Standby Equity
Distribution Agreement (Incorporated by reference to Form 8-K, filed with the Securities and
Exchange Commission on October 4, 2004)
|4.4            | Placement Agent Agreement, dated September 28, 2004, by and among Nettel Holdings, Inc.,
Newbridge Securities Corporation and Cornell Capital Partners, L.P. (Incorporated by reference
to Form 8-K, filed with the Securities and Exchange Commission on October 4, 2004)                                            
|4.5            | $340,000 principal amount Compensation Debenture, due September 28, 2007, issued to Cornell
Capital Partners, LP, in connection with the Standby Equity Distribution Agreement
(Incorporated by reference to Form 8-K, filed with the Securities and Exchange Commission on
October 4, 2004)                          
|5.1            | Opinion and Consent of Sichenzia Ross Friedman Ference LLP.
(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                                         
|10.1           | Lease Agreement
(filed with SB-2 on Nov. 1, 2004)                                                                                                                                                                                                                                                                     
|31.1           | Rule 13a-14a/15d-14(a) Certification of Chief Executive/Financial
Officer                                                                                                                                                                                                                                             
|32.1           | Section 1350
Certification of Chief Executive/Financial Officer                                                                                                                                                                                                                                                       





(b) Reports on Form 8-K



8K filed September 30, 2004 - 
Director and Officer Resignation



8K filed October 4, 2004 - 
Cornell Capital Agreement



ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES



Amounts billed by
Kabani & Company, Inc.  total $47,500
 which is comprised of $25,000
 related to the annual financial statement audit , $15,000
 related to reviews of quarterly financial statements filed in the reports on Form 10-QSB , and $7,500
o ther
consulting
services
provided.





SIGNATURES



In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.



Nettel Holdings, Inc.



Date: January 30,
2006



/s/ Michael Nguyen,

Michael Nguyen,
President, Chief Financial Officer and Chairman



---

Exhibit 31.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Michael Nguyen, President, Chief Financial
	Officer and Director of Nettel Holdings, Inc. ("Company"), certify that:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                              
|2.                                                                                                                                                                                                                                                                              
|3.                                                                                                                                                                                                                                                                              
|4.                                                                                                                                                                                                                                                                              
|5.                                                                                                                                                                                                                                                                              

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date: January 30, 2006 | /s/ Michael Nguyen                          
|---------------------- | --------------------------------------------
|                       | Michael Nguyen,  President, CFO and Director
|                       |                                             

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of
Nettel Holdings, Inc. on Form 10-KSB/A for the year ending December 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Michael Nguyen, President, CFO and Chairman of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Michael Nguyen

Michael Nguyen

President, CFO and Chairman

January 30, 2006



---