U.S. SECURITIES AND EXCHANGE
                        COMMISSION Washington, D.C. 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.

                                       OR

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

                        COMMISSION FILE NUMBER: 000-32725

                                  MB TECH, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 NEVADA                                  88-9399260
                 ------                                  ----------
(State or jurisdiction of incorporation     (I.R.S. Employer Identification No.)
            or organization)

                          Suite 5408, Dongseoul College
                    Bokjeong-dong, Sujeong-gu, Seongnam City
                                Republic of Korea
               (Address of principal executive offices) (Zip Code)

                 Registrant's telephone number: 82-31- 757-1765

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value

         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 that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of 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 [ ].

The Registrant had revenues of $248,787 for the fiscal year ended on December
31, 2004.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 31, 2004: Common Stock, par value $0.001 per share -
$2,756,290 based upon a total of 39,375,568 shares held by non-affiliates and
the last sales price on that date of $ 0.07. As of March 31, 2005, the
Registrant had 74,095,990 shares of common stock issued and outstanding.

<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE
PART I
  ITEM 1.  BUSINESS                                                         3
  ITEM 2.  PROPERTIES                                                       4
  ITEM 3.  LEGAL PROCEEDINGS                                                4
  ITEM 4.  SUBMISSION TO MATTERS TO VOTE OF SECURITY HOLDERS                5

PART II
  ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY                            5
           AND RELATED STOCKHOLDER MATTERS
  ITEM 6.  PLAN OF OPERATION                                                6
  ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                      8
  ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                   10
           ON ACCOUNTING AND FINANCIAL DISCLOSURE
  ITEM 8A  CONTROLS AND PROCEDURES                                         10

PART III
  ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT              10
  ITEM 10. EXECUTIVE COMPENSATION                                          11
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL                        11
           OWNERS AND MANAGEMENT
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  11

PART IV
  ITEM 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND                   12
           REPORTS ON FORM 8-K
  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                          13

SIGNATURES                                                                 15

<PAGE>

                                     PART I.

ITEM 1. DESCRIPTION OF THE BUSINESS AND CURRENT BUSINESS DEVELOPMENT

INTRODUCTION

The Registrant is a global manufacturer and distributor of electronic
components. The Registrant and its subsidiaries produce products for the DBS
satellite industry and state of the art RF microwave and communications
technologies with consumer and military applications. The Registrant serves the
satellite television market as a provider of hardware and bundled solutions, and
is expanding to serve the satellite radio and military hardware and solutions
sectors. Registrant strives to deliver a lower cost solution to increase
satellite users, and capitalize on volume production for that new market.

BUSINESS AND PRODUCTS

The Registrant had established itself as a global provider of LNB (Low Noise
Blockdown) converters. These essential components were required in every DBS
(Direct Broadcast Satellite) dish and other receiving units, to convert
satellite transmissions into useable signals.

The Registrant designed and manufactured LNB electronics - the signal converter
needed on any DBS dish. These were the 18" pizza-sized dishes seen more and more
frequently on building roof tops. The Registrant believed they could improve on
the conventional design and could manufacture the units more efficiently and
less expensively while still actually increasing the quality.

LNB business is not profitable products any more in DBS Market, so the
Registrant has been try to move to the higher margin segment of the industry.
The Registrant has instituted a paradigm shift in its core business from a
supplier of electronic components for DBS satellites to and end-user consumer
-driven Company delivering specialized antenna solution for the mass market

From 2003, the Registrant started to develop its "Flat Antenna" with an
automatic satellite tracking system. The new Flat Antenna is portable, has the
ability to search for multiple DBS satellites and does not require an engineer
or special tools for installation by a consumer. The compact portable design
makes the Antenna suitable for use indoors as well as outdoors. The Antenna is
ideal for the yet to be tapped apartment, condominium and office building market
as well as all other portable use solutions including boats in marinas and
recreational vehicles or summer homes as an example. The Registrant has
commenced development of in-motion models of the new Flat Antennae solution for
buses, trains, motor homes, boats and automobiles.

The Registrant has made important development breakthroughs with its silicon
chip-based phased-array antenna system with its partner Teltron. The product
will allow for mobile in-motion use for DBS services in vehicles such as SUVs,
limousines, and RVs.

The new silicon chip-based phased shift array antenna will ultimately have the
ability to fit in the roof lining of an SUV whereas many other systems are
anywhere from 9 inches to 2 feet rise above the roof line and are of far greater
cost to the consumer. Both of these factors pose barriers to entering the mass

<PAGE>

consumer market. The phased-array antenna has been tested successfully in a
3-inch height and will now be reduced to a 1-inch height with its complementary
components. In this revised stature, the full satellite receiver complement is
reduced in height and weight (a goal of nanotechnology), allowing for
flexibility, portability, and tactical surface mobility.

The Registrant has initiated its marine satellite innovation in cooperation with
A-Telecom Ltd, the leading low noise blocking converter (LNB) and satellite
component manufacturing company worldwide. There are three parts of the marine
system: antenna, media receiver, and software to track the satellite. The
Registrant will be responsible for the antenna dish and utilize its existing
tracking solution. A-Telecom will be responsible for the LNB and supporting
hardware. The Registrant is directing the required modifications to existing
technology and the development of a gyro-digital compass system which represents
a key component in the new marine tracking system.

It is anticipated that the completion of the marine antenna will be the first
quarter of 2005. The Registrant intends to market this product initially to the
coastal service business and yacht market. The prototype presently has a unit
sized as a 20-inch diameter dome with 21-inch height. The price is being
targeted well below the industry overall which is in line with the company's
overall corporate strategy of innovation and price performance.

The Registrant had one major customer located in South Korea which accounted for
95% of the total revenues for the year. The loss of the customer would have a
material adverse effect on the Registrant. When the Registrant begins to ship
the antenna products from 2005, the importance and dependence to one customer
will be decrease.


ITEM 2. PROPERTIES

<TABLE>
<CAPTION>
Location          Type       Principal use      Size        Ownership     Lease Expiration
--------------    --------   ---------------    --------    ----------    ----------------
<S>               <C>        <C>                <C>         <C>           <C>
Seoul Korea       Office     HQ                 76 m2       Leased        April 5, 2006
                             R&D
                             Marketing
</TABLE>


ITEM3. LEGAL PROCEEDINGS

In December 2003, the holder of the convertible promissory note filed a
complaint against the Company in the United States District Court for the
District of Minnesota. A default judgment was entered on February 12, 2004. In
April 14, 2005, the plaintiff agreed and signed the Registrant's offer of
settlement, which includes the following essential terms:

      The Registrant will pay the principal and interest as per the original
note at a total of $200,000. The amount will be paid over an eighteen month
period. $25,000 will be paid upon acceptance of the offer, $25,000 in the second
month, and $9,375 per month afterwards for sixteen months until the amount is
paid in full. 200,000 shares of new restricted stock will be issued upon
execution of settlement agreement.

      In return, the plaintiff will give the Company a general release and agree
to give the Company full relief from the default judgment and a dismissal of the
complaint.

      The Company's failure to satisfy the settlement terms will result in
reinstatement of the original judgment, less any payment made.
<PAGE>

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

No matters were submitted to a vote of our shareholders during the fiscal 2004.

                                    PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Company's Common Stock is currently quoted on the NASD Electronic
Bulletin Board (OTC: BB) under the trading symbol "MBTT". The following table
sets forth the highest and lowest bid prices for the Common Stock for each
calendar quarter for the year 2004 as reported by the National Quotation Bureau.
Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission, and may not necessarily represent actual transactions.

                                      HIGH BID          LOW BID
Fiscal 2004                           --------          -------

         First Quarter                   .34             .13
         Second Quarter                  .16             .03
         Third Quarter                   .25             .05
         Fourth Quarter                  .13             .06

Fiscal 2003

         First Quarter                  2.65             .25
         Second Quarter                 2.00             .23
         Third Quarter                   .90             .30
         Fourth Quarter                  .36             .13


     The Company presently is authorized to issue 145,000,000 shares of Common
Stock and 5,000,000 Preferred Stock, of which 62,303,417 Common shares were
outstanding as of December 31, 2004.

Holders

     There were approximately 166 holders of record of the Company's Common
Stock as of December 31, 2004.

Dividends

     The Company has not declared or paid cash dividends on its Common Stock
since its inception and does not anticipate paying such dividends in the
foreseeable future. The Company plans to retain any future earnings for use in
the Company's business.

<PAGE>

ITEM 6. SELECTED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         2004            2003           2001

<S>                                                  <C>            <C>            <C>
SALES                                                $   248,787    $   404,269    $ 1,360,295
COST OF SALES                                            280,035        266,838      1,100,323
                                                     -----------------------------------------
GROSS PROFIT                                             (31,248)       137,431        259,972
                                                     -----------------------------------------
EXPENSES                                               1,241,036      1,124,036        884,732
                                                     -----------------------------------------
OPERATING LOSS                                        (1,273,035)      (986,605)      (624,760)
                                                     -----------------------------------------
OTHER INCOME
    Interest income                                           --            209            154
    Gain on disposal of subsidiary                       240,633
    Other                                                 10,837             --             --
                                                     -----------------------------------------
                                                         251,470            209            154
                                                     -----------------------------------------
NON-OPERATING EXPENSES
    Interest expense                                      43,163         10,660          5,486
    Other                                                     --          2,105          2.434
                                                     -----------------------------------------
                                                          12,765         12,765          7,920
                                                     -----------------------------------------
NET LOSS                                             $(1,064,728)      (999,161)      (632,526)


CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                         2004           2003           2002
CURRENT
  Cash and equivalents                               $   218,218    $   294,807    $       640
  Term deposit                                                --         10,884          2,430
  Accounts receivable                                    291,237        412,874             --
  Inventories                                                 --             --         26,573
                                                         590,455        718,565         29,643
EQUIPMENT                                                 23,069        120,852        167,467
DEFERRED FINANCING COSTS                                 269,579        200,720             --
INVESTMENT                                                52,402
PREPAIDS AND DEPOSITS                                     39,399         94,111         49,403
                                                     -----------------------------------------
                                                     $   893,904    $ 1,134,248    $   246,513
                                                     -----------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                   LIABILITIES
<S>                                                  <C>            <C>            <C>
CURRENT
  Bank loans                                         $        --    $   108,836    $   105,300
  Accounts payable                                       305,278        459,143        377,475
  Loans from shareholders and directors                       --         57,770         37,890
  Notes payable                                          182,000        100,000
  Loans payable - current portion                             --          8,073         14,680
                                                     -----------------------------------------
                                                         487,278        733,822        535,345
LOANS PAYABLE                                                            12,255         25,448
CONVERTIBLE DEBENTURES                                   436,500        998,500             --
                                                     -----------------------------------------
                                                         923,778      1,732,322        547,600
                                                     -----------------------------------------

                              STOCKHOLDERS' EQUITY

CAPITAL STOCK                                             63,013         37,639          6,407
PAID IN CAPITAL                                        1,522,157      1,605,876        962,531
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)             17,468          9,240        (18,357)
ACCUMULATED DEFICIT                                   (1,632,512)    (2,250,829)    (1,251,668)
                                                     -----------------------------------------
                                                         (29,874)      (598,074)      (301,087)
                                                     -----------------------------------------
                                                     $   893,904    $ 1,134,248    $   246,513
                                                     -----------------------------------------
</TABLE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

The Registrant plans to be a global manufacturer and distributor of satellite
components. The primary product of the Registrant is Low-Noise Blockdown
converters ("LNB") which are the essential element enabling DBS (Direct
Broadcast Satellite) satellites to receive and convert satellite transmission
signals. The Registrant currently serves the satellite television market and is
in the process of expanding to serve the satellite radio and military hardware
sectors.

The Registrant manufactures several proprietary LNB solutions that differentiate
it from its competitors. The Registrant's product line includes a dual-horn LNB
which allows multiple set-top boxes to be connected to a single satellite dish
enabling viewing of multiple channels simultaneously on different television
monitors, and a tri-horn LNB which provides the ability to download signals from
multiple satellites over a single dish. The Registrant plans to be a leader and
pioneer in Satellite receiver technologies starting with the multihorn LNB
however, instituted a paradigm shift in its core business from a supplier of
electronic components for DBS satellites, to an end-user consumer-driven Company
delivering specialized entertainment solutions for the mass market.

<PAGE>

During September 2003 the Registrant completed the development of its "Flat
Antenna" with an automatic satellite tracking system. The new Flat Antenna is
portable, has the ability to search for multiple DBS satellites and does not
require an engineer or special tools to install. The compact portable design
makes the Antenna suitable for use indoors as well as out doors. The Antenna is
ideal for the yet to be tapped apartment, condominium and office building market
as well as all other portable use solutions including boats in marinas and
recreational vehicles or summer homes as an example. The Registrant has
commenced development of in-motion models of the new flat antennae solution for
buses, trains, motor homes, boats and automobiles. These products will address
the satellite television markets served by companies such as Direct TV.

On October 1, 2003 the Registrant received an order for 45,000 Flat Antennas
from a leading distributor of satellite electronics and components to the
commercial electronics market in Japan. The initial systems, originally
scheduled for delivery beginning in March 2004, have been delayed to incorporate
product refinements until September, 2004. As the distributor has been suffered
financial difficulties, the Registrant has not received the purchase order or
L/C yet. Even CEO's sudden death made distributor to be reorganized with new
management team. The new management required new field test data through all
over the country for buyer's approval. The Registrant's Flat Antenna field test
yielded excellent results, with signal reception and auto-tracking performing
perfectly in Japan. In addition to make effort to close the existing contract,
the Registrant is trying to expand the marketing channel in Japan through
contact with the other import or distributor.

The final samples of the portable flat antenna were delivered to the Japanese
importer for test and approval. The importer is expected to register the
portable antenna product for import during the second quarter of 2005.

On December 2004, successful testing of the portable antenna model was completed
in Shen-yang and Chin-Dao China in connection with the Korean DBS SKY Life. It's
anticipated that this will serve more than 2 million Koreans who live in China
and desire SKY Life service. Meetings have commenced with importers and
distributors to enter the final phases of their import.

The Beam Tilting antenna, which needs no adjustment in elevation and allows for
easy installation, and the Marine antenna will be completed in joint efforts
with A-Telecom by the end of the first quarter 2005.

The Registrant has entered a cooperative agreement with Hyundai Digital Tech
which is listed on KOSDAQ. Hyundai Digital Technology is one of the top
developers of DVB/MPEG-2 Compliant set top boxes. The agreement identifies the
joint goal to bundle the MB Tech core technologies and flat antennae with the
set-top box for consumer markets. This strategic alliance is built on core
technologies of a tracking board system that uses Satellite Network
Identification, GPS technology and sense technology for detecting the signal
strength of specific satellites. The MB Tech's Flat antenna and Hyundai's
set-top box will be bundled to DirecTV and distributors throughout the world.

The Registrant has entered an exclusive agreement with Nano Equities World
Corporation (NEWC) a Military Marketing and Sales corporation which will handle
the military sales world wide. This organization based in the US will provide a
hands-on presence for MB Tech's flat antennae for all military applications. Mr.
Harry Kay is a director of MB Tech who has been elected as president of NEWC.

During the year ended December 31, 2004, the Registrant had revenue from sales
generated from LNB of 248,787 US dollar compared to 404,269 US dollar revenues
from Antenna, LNB, Set-top box, and Services during the same period in 2003. The
reduction of the annual revenue results from the reconstruction of the company
business to emphasize Flat Antennas and to de-emphasize LNBs.

On April 2004, the Registrant has established a new market oriented company,
Faserwave Inc.in Korea. The new company is specializing in the antenna sector of
the Company's business to develop, manufacture, and sell antenna only such as

<PAGE>

the auto positioning flat antenna, phased array antenna, in-motion tracking
antenna, etc.

By the establishment of new company, the Registrant focus more on the higher
margin segment of satellite industry.

On December 20 2004, the Registrant entered into an Agreement which sets forth
the terms and conditions for the assignment of 100% of MB Tech Korea's
outstanding shares to Mr. Taehyun Shin who was CEO and President of MB Tech
Korea.

A slump in business of MB Tech Korea made its financial state worse to pile up
bad assets, accounts payable and liabilities, which could not be settled in near
future with its normal course of business. The management tried to find out how
to improve its financial situation and determined to reorganize MB Tech Korea.
MB Tech Korea assigned its core assets to Faserwave and disposed its bad assets
to Mr. Shin.

The sale of MB Tech Korea has the following meanings:

      o     The disposition of bad assets,

      o     The clearance of long-term accounts payable and liabilities,

      o     The restructuring of the business with neither competitive power nor
            profit,

      o     The lay-off of the inefficient employee, and

      o     The improvement of cash flow by reducing fixed cost and indirect
            cost.

The Registrant will focus its business onto developing and marketing satellite
antenna.

For LNB business, the Registrant established cooperative relationship with
A-Telecom, a top tier manufacturer of LNB. The Registrant shall be in charge of
marketing and selling LNB products for the North America market and A-Telecom
shall develop and manufacture LNB under the brand of MB Tech.

The Registrant has experienced recurring losses since inception and has negative
cash flows from operations that raise substantial doubt as to its ability to
continue as a going concern. The Registrant's ability to continue as a going
concern is contingent upon its ability to secure additional financing, initiate
sale of its product and attain profitable operations. The Registrant expects to
continue to meet its liquidity requirements by private equity and/or debt
offerings of securities until it generates sufficient funds from operations.

<PAGE>

<TABLE>
<CAPTION>
                                           2005 OPERATION PLAN FOR MB TECH

                                                                                                    (Unit: US dollar)
----------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- --------------
       II            JUN.         JUL         AUG.        SEP.        OCT.         NOV.        DEC.         TOTAL
----------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- --------------
<S>                  <C>          <C>         <C>         <C>          <C>         <C>         <C>          <C>
  Flat Antenna                                            165,000    1,010,000   2,020,000   2,180,000      5,375,000
----------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- --------------
 Marine/vehicle                                           166,200      381,000     531,000     912,000      1,990,200
    Antenna
----------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- --------------
    CATV Amp         163,000      163,000     163,000     326,000      326,000     489,000     489,000      2,119,000
----------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- --------------
     Other            82,200       82,200      82,200     182,200       82,200     182,200      82,200        611,000
----------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- --------------
     TOTAL           245,200      245,200     245,200     839,400    1,799,200   3,222,200   3,663,200     10,095,200
----------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- --------------
</TABLE>


Forward-Looking Statements

The foregoing Plan of Operation may contain "forward looking statements" within
the meaning of Rule 175 under the Securities Act of 1933, as amended, and Rule
3b-6 under the Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business strategies, continued
growth in the Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates. The words
"believe," "expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-looking
statements are based largely on the Registrant's expectations and are subject to
a number of risks and uncertainties, certain of which are beyond the
Registrant's control. The Registrant cautions that these statements are further
qualified by important factors that could cause actual results to differ
materially from those in the forward looking statements, including, among
others, the following: reduced or lack of increase in demand for the
Registrant's products, competitive pricing pressures and the level of expenses
incurred in the Registrant's operations. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained herein will in fact transpire or prove to be accurate. The Registrant
disclaims any intent or obligation to update "forward looking statements."

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

The Registrant does not have changes in or disagreements with accountants on
accounting and financial disclosure.

ITEM 8a.  CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), as of December 31, 2004, the Company carried out an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. This evaluation was carried out under the supervision

<PAGE>

and with the participation of the Company's management, including the Company's
Chairman (who has served as the principal financial and accounting officer) and
its President and CEO (who serves as the principal operating officer). Based
upon that evaluation, the Company's Chairman and President have concluded that
the Company's disclosure controls and procedures are effective in alerting them
to material information regarding the Company's financial statement and
disclosure obligation in order to allow the Company to meet its reporting
requirements under the Exchange Act in a timely manner.

The Company's management, with the participation of its chief executive officer
and chief financial officer, has determined that there has been no change in the
Company's internal control over financial reporting that occurred during the
Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

                                    PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT.

(a) Officers and Directors as of December 31, 2004:

<TABLE>
<CAPTION>
Name             Position      Age   Education           Work Experience
---------------- ------------- ----- ------------------- --------------------------------------------------
<S>              <C>           <C>   <C>                 <C>
Hanwook Bae      CEO &         46    Youngnam            StandardTek Inc., Director
                 President           University          CJ Corporation, General Manager
                 Director                                Samsung Electronics, General Manager
                                                         Samsung Motor Inc., General Manager
                                                         Samsung Singapore , General Manager
                                                         Samsung Corporation, Manager
---------------- ------------- ----- ------------------- --------------------------------------------------
Sangeon Park     CFO           42    State University    IMC Direct, CFO
                 Director             of New York        Pionsoft, CFO
                                     MS accounting       Samsung Securities, Ltd. Manager
                                                         Samsung Motors Inc. Manager
                                                         Samsung Corporation
---------------- ------------- ----- ------------------- --------------------------------------------------
Kangrae Jo       Director      46    Youngnam            Green Cable Television, CEO
                                     University
                                     MBA
---------------- ------------- ----- ------------------- --------------------------------------------------
Harry Kay*       Outside       80    U.S. Marine Corp.   President and Chairman of K-Group
                 Director                                Senior Management Positions of Public Companies
                                                         Diplomatic Coordinator on behalf of US Government
---------------- ------------- ----- ------------------- --------------------------------------------------
</TABLE>

* The Registrant has appointed Mr. Harry Kay as an outside Director at Feb. 6th
2004. Mr. Kay has an extensive international background and high-level contacts
in public, private and governmental organizations throughout the world.

<PAGE>

(b) Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and directors, and persons who beneficially own more than 10% of any class of
the Registrant's equity securities to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors and beneficial owners of more than 10% of
any class of the Registrant's equity securities are required by SEC regulations
to furnish the Registrant with copies of all Section 16(a) forms they file.

The Registrant is aware that each such reporting persons inadvertently failed to
file Forms 3 at the time the Registrant became registered under Section 12 of
such act (December 4, 1999). Such forms have not been prepared and filed to
date. All affiliates are aware of this requirement and expect to file Form 3's
within the next thirty days.


ITEM 10, EXECUTIVE COMPENSATION SALARY AND OPTIONS

For the year 2004, the Registrant paid compensation to its officers and
directors as follows:

Name              Position              Salary              Stock
----------------- --------------------- -------------- -----------------------
Hanwook Bae       CEO & President                      3,000,000 shares
                  Director
----------------- --------------------- -------------- -----------------------
Sangeon Park      CFO                                  2,000,000 shares
                  Director
----------------- --------------------- -------------- -----------------------
Harry Kay         Outside Director                     1,500,000 shares
----------------- --------------------- -------------- -----------------------


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

----------------------- ------------------------ ------------------ ------------
Name and address of     Office                   Total shares       Percent
Beneficial owner                                                    Ownership
----------------------- ------------------------ ------------------ ------------
Hanwook Bae             CEO & President,         9,687,932          15.5 %
                        Director
----------------------- ------------------------ ------------------ ------------
Kangrae Jo              Director                 8,000,000          12.8 %
----------------------- ------------------------ ------------------ ------------
Sangeon Park            CFO, Director            3,450,000          5.5 %
----------------------- ------------------------ ------------------ ------------
Harry Kay               Outside Director         1,500,000          2.4%
----------------------- ------------------------ ------------------ ------------


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the past two (2) years, the Company has not entered into a
transaction with a value in excess of $60,000 with a director, officer or
beneficial owner of 5% or more of the Company's Common Stock.

<PAGE>

                                    PART IV.

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)  Index to Financial Statements and Schedules

                                                                           PAGE
                                                                           ----

Independent Auditors' Report                                                F-1

Consolidated Balance Sheet                                                  F-2

Consolidated Statement of Operations                                        F-3

Consolidated Schedule of Expenses                                           F-4

Consolidated Statement of Stockholders' Equity                              F-5

Consolidated Statement of Cash Flows                                        F-6

Notes to Consolidated Financial Statements                             F-7-F-16


(b) Reports on Form 8-K.

         Registrant filed a current report on Form 8-K on December 20. 2004 to
report under Item 8 the other events, the assignment of 100% shares of a
subsidiary, MB Tech Korea, to Mr. Taehyun Shin who is CEO & President of MB Tech
Korea.


(c) Exhibits included or incorporated by reference herein

Exhibit
  No.                                  Description
-------                                -----------

31.1        Chief Executive Officer certification pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

31.2        Chief Financial Officer certification pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

32.1        Chief Executive Officer certification pursuant to 18 U.S.C.Section
            1350

32.2        Chief Financial Officer certification pursuant to 18 U.S.C.Section
            1350

<PAGE>

ITEM 14    PRINCIPAL ACCOUNTING FEES AND SERVICES.

       The following is a summary of the aggregate fees billed to Registrant by
its principal accountant(s) for professional services rendered for the fiscal
years ended December 31, 2004 and 2003.

FEE CATEGORY                            FISCAL 2004 FEES     FISCAL 2003 FEES
                                              ($)                   ($)
---------------------                   ----------------     ----------------
Audit Fees 1                                     39,000            22,000
Audit-Related Fees 2                                  0                 0
Tax Fees 3                                            0                 0
All Other Fees 4                                      0                 0
Total Fees                                       39,000            22,000

---------
1. Audit Fees. Consists of fees billed for professional services rendered for
the audits of Registrant's financial statements for the fiscal years ended
December 31, 2004 and 2003, and for review of the financial statements included
in Registrant's Quarterly Reports on Form 10-QSB for those fiscal years.

2. Audit-Related Fees. Consists of fees billed for services rendered to
Registrant for audit-related services, which generally include fees for audit
and review services in connection with a proposed spin-off transaction, separate
audits of employee benefit and pension plans, and ad hoc fees for consultation
on financial accounting and reporting standards.

3. Tax Fees. Consists of fees billed for services rendered to Registrant for tax
services, which generally include fees for corporate tax planning, consultation
and compliance.

4. All Other Fees. Consists of fees billed for all other services rendered to
Registrant, which generally include fees for consultation regarding computer
system controls and human capital consultations. No services were performed
related to financial information systems design and implementation for the
fiscal years ended December 31, 2004 and 2003.

        None of the "audit-related," "tax" and "all other" services in 2004, as
defined above, were approved by the Audit Committee in reliance on the de
minimus exception to the preapproval requirements under federal securities laws
and regulations.


PRE-APPROVAL OF SERVICES OF PRINCIPAL ACCOUNTING FIRM

        The Audit Committee's written policy is to pre-approve all audit and
permissible non-audit services provided by Registrant's principal accounting
firm (independent auditor). These services may include audit services,
audit-related services, tax services and other permissible non-audit services.
Any service incorporated within the independent auditor's engagement letter,
which is approved by the Audit Committee, is deemed pre-approved. Any service

<PAGE>

identified as to type and estimated fee in the independent auditor's written
annual service plan, which is approved by the Audit Committee, is deemed
pre-approved up to the dollar amount provided in such annual service plan.

        During the year, the principal accounting firm may also provide
additional accounting research and consultation services required by, and
incident to, the audit of Registrant's financial statements and related
reporting compliance. These additional audit-related services are pre-approved
up to the amount approved in the annual service plan approved by the Audit
Committee. The Audit Committee may also pre-approve services on a case-by-case
basis during the year.

        The Audit Committee's approval of proposed services and fees are noted
in the meeting minutes of the Audit Committee and/or by signature of the Audit
Committee on the engagement letter. The principal accounting firm of Registrant
and management are periodically requested to summarize the principal accounting
firm services and fees paid to date, and management is required to report
whether the principal accounting firm's services and fees have been pre-approved
in accordance with the required pre-approval process of the Audit Committee.

NON-AUDIT SERVICES

        The Audit Committee of the Board of Directors has considered whether the
provision of non-audit services by the Registrant's principal accountants is
compatible with maintaining auditor independence.


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         M B TECH, INC
                                         Registrant

                                         By /s/ Hanwook Bae
                                            ----------------------
                                         Hanwook Bae, President

                                         By: /s/ Sangeon Park
                                            ----------------------
                                         Sangeon Park, Chief Financial Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:


   Signature                            Title                          Date
   ---------                            ----                           ----

/s/ Hanwook Bae               Chief Executive Officer,            May 2, 2005
----------------              Principal Executive Officer,
Hanwook Bae                   Director


/s/ Sangeon Park              Chief Financial Officer             May 2, 2005
-----------------             Principal Financial
Sangeon Park                  Officer, Director


/s/ Kangrae Jo                Director                            May 2, 2005
--------------
Kangrae Jo

<PAGE>



                                  MB TECH INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003




                                    CONTENTS


Independent Auditors' Report                                             F-1

Consolidated Balance Sheets                                              F-2

Consolidated Statements of Stockholders' Equity                          F-3

Consolidated Statements of Operations                                    F-4

Consolidated Statements of Cash Flows                                    F-5

Notes to Consolidated Financial Statements                            F- 6- F-16


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Stockholders of
MB TECH INC.

         We have audited the accompanying consolidated balance sheets of MB Tech
Inc.  and  subsidiaries  as of  December  31,  2004 and  2003,  and the  related
consolidated statements of stockholders' equity,  operations, and cash flows for
the  years  then  ended.  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 in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable  assurance about whether the
consolidated  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 consolidated financial statements referred to above
present fairly, in all material respects,  the financial position of the Company
as of December 31, 2004 and 2003, and the results of its operation,  accumulated
deficit and its cash flows for the years ended,  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. As discussed in Note
1 to the consolidated  financial statements,  the Company has suffered recurring
losses which raises  substantial  doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.


                                                       "SF PARTNERSHIP, LLP"


TORONTO, CANADA                                        CHARTERED ACCOUNTANTS
March 7, 2005


                                       F-1
<PAGE>

MB TECH INC.
Consolidated Balance Sheets
December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                             2004           2003
<S>                                                      <C>            <C>
                                     ASSETS
CURRENT
    Cash and cash items                                  $   218,218    $   294,807
    Term deposit                                                  --         10,884
    Accounts receivable (net of allowance for
      doubtful accounts 2004 - $97,266; 2003 - $2,723)       291,237        412,874
                                                         --------------------------
                                                             509,455        718,565

EQUIPMENT (note 3)                                            23,069        120,852
DEFERRED FINANCING COSTS (note 4)                            269,579        200,720
INVESTMENT (note 5)                                           52,402             --
PREPAIDS AND DEPOSITS                                         39,399         94,111
                                                         --------------------------
                                                         $   893,904    $ 1,134,248
                                                         ==========================

                                   LIABILITIES
CURRENT
    Bank loans                                           $        --    $   108,836
    Accounts payable                                         305,278        459,143
    Loans from shareholders and directors                         --         57,770
    Note payable (note 6)                                    182,000        100,000
    Loans payable - current portion                               --          8,073
                                                         --------------------------
                                                             487,278        733,822

CONVERTIBLE DEBENTURES (note 7)                              436,500        998,500
                                                         --------------------------
                                                             923,778      1,732,322
                                                         --------------------------

                              STOCKHOLDERS' EQUITY
CAPITAL STOCK (note 8)                                        63,013         37,639
PAID IN CAPITAL                                            1,522,157      1,605,876
ACCUMULATED OTHER COMPREHENSIVE INCOME                        17,468          9,240
ACCUMULATED DEFICIT                                       (1,632,512)    (2,250,829)
                                                         --------------------------
                                                             (29,874)      (598,074)
                                                         --------------------------
                                                         $   893,904    $ 1,134,248
                                                         ==========================
</TABLE>

APPROVED ON BEHALF OF THE BOARD

               "HANWOOK BAE"                            "SANGEON PARK"
         -------------------------                 -------------------------
                 Director                                   Director

   (The accompanied notes of the financial statements are an integral part of
                                these statements)

                                       F-2
<PAGE>

MB TECH INC.
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                     PAID IN      ACCUMULATED
                                                                   CAPITAL IN        OTHER                         TOTAL
                                      NUMBER OF        CAPITAL      EXCESS OF    COMPREHENSIVE    ACCUMULATED  STOCKHOLDERS'
                                       SHARES           STOCK       PAR VALUE    INCOME (LOSS)      DEFICIT        EQUITY
                                     ---------------------------------------------------------------------------------------
<S>                                    <C>          <C>            <C>            <C>            <C>            <C>
Balance, January 1, 2003               6,407,427    $     6,407    $   962,531    $   (18,357)   $(1,251,668)   $  (301,087)
Common stock issued for cash          15,172,414         15,172        374,828             --             --        390,000
Capital reduction                    (15,931,035)       (15,931)        15,931             --             --             --
Common stock issued on acquisition
  of MB Tech Co. Ltd.                 22,000,000         22,000       (154,092)            --             --       (132,092)
Common stock issued for services         250,000            250        112,250             --             --        112,500
Common stock issued for services
  relating to public offering          8,240,000          8,240        300,760             --             --        309,000
Conversion of convertible
  debentures into common stock
  (note 8)                             1,500,616          1,501             --             --             --          1,501
Common stock issuance costs                   --             --         (6,332)            --             --         (6,332)
Foreign exchange on translation               --             --             --         27,597             --         27,597
Net Loss                                      --             --             --             --       (999,161)      (999,161)
                                     ---------------------------------------------------------------------------------------
Balance, December 31, 2003            37,639,422    $    37,639    $ 1,605,876    $     9,240    $(2,250,829)   $  (598,074)
                                     =======================================================================================

Balance, January 1, 2004              37,639,422    $    37,639    $ 1,605,876    $     9,240    $(2,250,829)   $  (598,074)

Common stock issued for services -
  February 11, 2004 (note 8)             475,000            475         34,525             --             --         35,000
Conversion of convertible
  debentures into common stock
  (note 8)                            14,419,078         14,419      1,047,581             --             --      1,062,000
Common stock issued for services              --
  August 18, 2004 (note 8)             2,600,000          2,600         88,400             --             --         91,000
Common stock issued for services -
  November 3, 2004 (note 8)            6,150,000          6,150        361,350             --             --        367,500
Common stock issued for services -
  December 22, 2004 (note 8)             450,000            450         17,550             --             --         18,000
Common shares issued to acquire
  investment (note 8)                  1,280,000          1,280         49,920             --             --         51,200
Disposition of MB Tech Korea
  (note 12)                                   --             --     (1,683,045)            --      1,683,045             --
Foreign exchange on translation               --             --             --          8,228             --          8,228
Net Loss                                      --             --             --             --     (1,064,728)    (1,064,728)
                                     ---------------------------------------------------------------------------------------
Balance, December 31, 2004            63,013,500    $    63,013    $ 1,522,157    $    17,468    $(1,632,512)   $   (29,874)
                                     =======================================================================================
</TABLE>

   (The accompanied notes of the financial statements are an integral part of
                                these statements)

                                       F-3
<PAGE>

MB TECH INC.
Consolidated Statements of Operations
Years Ended December 31, 2004 and 2003


                                                       2004            2003

NET SALES                                         $    248,787    $    404,269

COST OF SALES                                          280,035         266,838
                                                  ----------------------------

GROSS (LOSS) PROFIT                                    (31,248)        137,431
                                                  ----------------------------

EXPENSES                                             1,241,787       1,124,036
                                                  ----------------------------

OPERATING LOSS                                      (1,273,035)       (986,605)
                                                  ----------------------------

OTHER
    Gain on disposal of subsidiary (note 11)          (240,633)             --
    Interest expense                                    43,163          10,451
    Other (income) expense                             (10,837)          2,105
                                                  ----------------------------

                                                      (208,307)         12,556
                                                  ----------------------------

NET LOSS                                          $ (1,064,728)   $   (999,161)
                                                  ============================

BASIC AND FULLY DILUTED LOSS PER SHARE (note 8)   $      (0.02)   $      (0.04)
                                                  ============================

WEIGHTED AVERAGE NUMBER OF SHARES                   46,912,200      24,435,103
                                                  ============================




   (The accompanied notes of the financial statements are an integral part of
                                these statements)

                                       F-4
<PAGE>

MB TECH INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                           2004            2003
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                           $(1,064,728)   $  (999,161)
    Adjustments for:
      Gain on disposal of subsidiary                      (240,633)            --
      Depreciation                                          71,937        114,272
      Amortization of financing fees                        45,881             --
      Stock issued in exchange for services                511,500        421,500
    Net Changes in Assets & Liabilities
      Accounts receivable                                  121,637       (427,468)
      Inventories                                               --         27,557
      Prepaids and deposits                                 54,712         (7,985)
      Deferred finance charges                            (114,740)      (200,720)
      Accounts payable                                    (153,866)        49,087
                                                       --------------------------
                                                          (768,300)    (1,022,918)
                                                       --------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Disposition of subsidiary                            240,633             --
      Investment                                            (1,202)            --
      Disposition (additions) of equipment                  25,846        (55,179)
      Term deposit                                          10,884         (8,400)
                                                       --------------------------
                                                           276,161        (63,579)
                                                       --------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
      Issuance of common stock                                  --        383,668
      Loans payable                                         (8,073)       (19,832)
      Bank loans                                          (108,836)            --
      Note payable                                          82,000             --
      Convertible debentures                               500,000        998,500
      Loans from shareholders and directors                (57,770)        18,670
                                                       --------------------------
                                                           407,321      1,381,006
                                                       --------------------------

FOREIGN EXCHANGE ON CASH AND CASH EQUIVALENTS                8,229           (342)
                                                       --------------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS       (76,589)       294,167
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR              294,807            640
                                                       --------------------------
CASH AND CASH EQUIVALENTS - END OF YEAR                $   218,218    $   294,807
                                                       ==========================
INTEREST AND INCOME TAXES PAID:

    Interest paid                                      $    13,021    $     8,652
                                                       ==========================

    Income taxes paid                                  $        --    $        --
                                                       ==========================
</TABLE>

   (The accompanied notes of the financial statements are an integral part of
                                these statements)

                                       F-5
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


1.     DESCRIPTION OF BUSINESS AND GOING CONCERN

      a)    Description of Business

            MB Tech Inc. ("the Company"), formerly known as Inspiration Products
            Group,  Inc.  was  incorporated  in  September  1995 in the state of
            Nevada.  In January 2003, the Company  changed its name from Midwest
            Venture Holdings,  Inc. to Inspiration Products Group, Inc. and then
            changed it again to MB Tech Inc. in May 2003.

            On May 13, 2003, in accordance with a Share Exchange Agreement dated
            May  8,  2003  (the   "Agreement"),   the  Company  entered  into  a
            reverse-takeover  transaction  with  MB Tech  Co.,  Ltd.  ("MB  Tech
            Korea"),  a Korean  corporation and its shareholders.  The Agreement
            provided  for the  acquisition  by the Company of 100% of the issued
            and  outstanding  capital stock of MB Tech Korea.  In exchange,  the
            shareholders of MB Tech Korea received  22,000,000  common shares of
            the  Company.  As a  result,  the  shareholders  of  MB  Tech  Korea
            controlled  84% of the  Company.  While  the  Company  is the  legal
            parent,  as a result of the  reverse-takeover,  MB Tech Korea became
            the parent company for accounting purposes.

            Upon completion of the share exchange, the business operations of MB
            Tech Korea constituted  virtually all of the business  operations of
            the  Company.  MB Tech  Korea  is a  global  provider  of  Satellite
            Receiver  Converters  (LNB)  that is an  integral  part of every DBS
            (Direct  Broadcast  Satellite) TV receiver  dish.  The LNB Satellite
            Receiver  Converter  is the key  component  that allows a land-based
            receiver such as a TV set, an Internet receiver, or a GPS tracker to
            take a satellite  transmission and convert it into a useable signal.
            Based in Seoul,  South  Korea,  the Company  has been  manufacturing
            high-quality  LNBs for Canadian and Thai Direct Broadcast  Satellite
            companies since April 2001.

            The Company  shifted  its primary  focus from the sale of LNB to the
            sale of flat antenna in 2003. On December 20, 2004, the Company sold
            the operating assets from "MB Tech Korea" to its newly  incorporated
            wholly-owned  subsidiary Faserwave Inc.  ("Faserwave")  operating in
            Seoul Korea. In return,  Faserwave  assumed  short-term debt and the
            intercompany  payable of MB Tech Korea to MB Tech Inc. Shares of "MB
            Tech Korea" were then  disposed of to the president of MB Tech Korea
            at no consideration as described in note 12. As a result the Company
            continued on the same business under Faserwave.

      b)    Going Concern

            The Company's  consolidated  financial statements are presented on a
            going concern basis,  which  contemplates  the realization of assets
            and  satisfaction  of  liabilities in the normal course of business.
            The Company has experienced recurring losses since inception and has
            negative cash flows from operations that raise  substantial doubt as
            to its ability to continue as a going  concern.  For the years ended
            December 31, 2004 and 2003,  the Company  experienced  net losses of
            $1,064,728 and $999,161 respectively.

            The  Company's  ability to continue as a going concern is contingent
            upon its ability to secure additional financing,  initiating sale of
            its product and attaining profitable operations.

                                       F-6
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


1.     DESCRIPTION OF BUSINESS AND GOING CONCERN (CONT'D)

            Management  is  pursuing  various  sources  of equity  financing  in
            addition to increasing its sales base.  During the year, the Company
            shifted its  primary  focus from the sale of LNB to the sale of flat
            antenna  which  management  believes has a larger  market and higher
            margins  than  LNB.   Although  the  Company  has  plans  to  pursue
            additional  financing,  there can be no  assurance  that the Company
            will be able to secure financing when needed or obtain such on terms
            satisfactory to the Company, if at all.

            The consolidated financial statements do not include any adjustments
            to reflect the possible  future  effects on the  recoverability  and
            classification  of  assets  or the  amounts  and  classification  of
            liabilities  that may  result  from the  possible  inability  of the
            Company to continue as a going concern.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The  accounting  policies of the Company are in accordance  with generally
      accepted accounting  principles of the United States of America, and their
      basis of  application  is  consistent.  Outlined  below are those policies
      considered particularly significant:

      a)    Basis of Financial Statement Presentation

            These  financial  statements  have been prepared in conformity  with
            accounting  principles  generally  accepted in the United  States of
            America with the assumption that the Company will be able to realize
            its assets and  discharge  its  liabilities  in the normal course of
            business.

      b)    Basis of Consolidation

            The merger of the Company and MB Tech Korea has been recorded as the
            recapitalization of the Company,  with the net assets of the Company
            brought  forward at their  historical  basis.  The  intention of the
            management  of MB Tech Korea was to acquire  the  Company as a shell
            company listed on Nasdaq.  Management  does not intend to pursue the
            business of the Company.  As such,  accounting for the merger as the
            recapitalization of the Company is deemed appropriate.

      c)    Unit of Measurement

            The US  Dollar  has been  used as the unit of  measurement  in these
financial statements.


                                      F-7
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

      d) Cash and equivalents

            Highly liquid  investments  with  maturities of three months or less
            when purchased are considered cash equivalents and recorded at cost,
            which approximates fair value.

      e)    Equipment

            Equipment is stated at cost.  Depreciation  is computed based on the
            estimated useful life of the respective asset as follows:

                                                       USEFUL LIFE
                                                         (YEARS)        BASIS

                    Furniture and office equipment           5        Declining
                    Vehicles                                 5        Declining

      f)    Deferred Financing Costs

            Deferred  financing costs are stated at cost and are being amortized
            on a straight line basis over the term of the related financing of 5
            years.

      g)    Revenue Recognition

            The Company recognizes revenues from product sales.

            Revenues from products sales are recognized in accordance with Staff
            Accounting  Bulletin  No.  101  "Revenue  Recognition  in  Financial
            Statements"  ("SAB No. 101") when  delivery  has  occurred  provided
            there is persuasive  evidence of an  agreement,  the fee is fixed or
            determinable and collection of the related receivable is probable.

      h)    Use of Estimates

            Preparation of financial  statements in accordance  with  accounting
            principles  generally  accepted  in the  United  States  of  America
            requires  management to make estimates and  assumptions  that affect
            the amounts  reported in the financial  statements and related notes
            to financial  statements.  These estimates are based on management's
            best  knowledge  of  current  events and  actions  the  Company  may
            undertake in the future.  Actual results may ultimately  differ from
            estimates,  although  management  does not believe such changes will
            materially affect the financial statements in any individual year.

      i)    Investment

            Investment  in  available-for-sale  securities  are recorded at fair
            value  in  accordance  with  FAS  No.115   "Accounting  for  Certain
            Investments in Debt and Equity Securities."


                                      F-8
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

      j)    Currency Translation

            The  Company's  functional  currency is Korean won.  Adjustments  to
            translate those  statements  into U.S.  dollars at the balance sheet
            date are recorded in other comprehensive income.

            Foreign  currency  transactions  of the Korean  operation  have been
            translated  to Korean Won at the rate  prevailing at the time of the
            transaction.  Realized  foreign  exchange gains and losses have been
            charged to income in the year.

      k)    Financial Instruments

            Fair  values  of  cash   equivalents,   short-term   and   long-term
            investments and short-term debt approximate cost. The estimated fair
            values of other financial  instruments,  including debt,  equity and
            risk  management  instruments,  have been  determined  using  market
            information and valuation  methodologies,  primarily discounted cash
            flow analysis.  These  estimates  require  considerable  judgment in
            interpreting  market data,  and changes in assumptions or estimation
            methods could significantly affect the fair value estimates.

      l)    Loss per Common Share

            The  Company  calculates  net loss per share  based on SFAS No. 128,
            "Earnings  Per Share".  Basic loss per share is computed by dividing
            net loss  attributable  to the common  stockholders  by the weighted
            average number of common shares outstanding.  Fully diluted loss per
            share is  computed  similar to basic loss per share  except that the
            denominator is increased to include the number of additional  common
            shares  that would have been  outstanding  if the  potential  common
            shares had been  issued and if the  additional  common  shares  were
            dilutive.

      m)    Comprehensive Income

            The Company adopted SFAS No. 130, "Reporting  Comprehensive Income."
            SFAS No. 130 establishes standards for reporting and presentation of
            comprehensive  income and its  components in a full set of financial
            statements.  Comprehensive  income is presented in the statements of
            stockholders'  deficit,  and  consists of net income and  unrealised
            gains (losses) on available for sale marketable securities;  foreign
            currency  translation  adjustments  and  changes in market  value of
            future  contracts  that  qualify  as a hedge;  and  negative  equity
            adjustments  recognized in accordance with SFAS No. 87. SFAS No. 130
            requires only additional disclosures in the financial statements and
            does not  affect  the  Company's  financial  position  or results of
            operations.


                                      F-9
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

      n)    Recent Accounting Pronouncements

            In  December  2004,  the FASB issued  SFAS No.  153,  "Exchanges  of
            Non-monetary Assets - an amendment of APB Opinion No. 29" (Statement
            153).  This  Statement  amends Opinion 29 to eliminate the exception
            for non-monetary exchanges of similar productive assets and replaces
            it with a general  exception  for exchanges of  non-monetary  assets
            that do not have commercial  substance.  A non-monetary exchange has
            commercial  substance  if the  future  cash  flows of the entity are
            expected to change  significantly  as a result of the exchange.  The
            adoption of FAS 153 will not have a material impact on the Company's
            consolidated financial statements.

            In  December  2004,  the FASB  issued a  revision  to SFAS No.  123,
            "Share-Based  Payment"  (Statement  123). This Statement  requires a
            public entity to measure the cost of employee  services  received in
            exchange for an award of equity  instruments based on the grant-date
            fair value of the award (with limited exceptions). That cost will be
            recognized  over the period during which the employee is required to
            provide service in exchange for the award  requisite  service period
            (usually the vesting period). No compensation cost is recognized for
            equity  instruments  for which employees do not render the requisite
            service.   Employee   share   purchase  plans  will  not  result  in
            recognition  of  compensation  cost if certain  conditions  are met;
            those  conditions  are much the same as the  related  conditions  in
            Statement 123. This Statement is effective for public  entities that
            do not file as a small  business  issuers as of the beginning of the
            first interim or annual  reporting period that begins after June 15,
            2005.  This  Statement  applies  to all  awards  granted  after  the
            required  effective  date and to awards  modified,  repurchased,  or
            cancelled  after  that  date.  The  cumulative  effect of  initially
            applying  this  Statement,  if any, is recognized as of the required
            effective date and is not expected to have a material  impact on the
            Company's consolidated financial statements.

3.    EQUIPMENT

      Equipment is comprised as follows:

<TABLE>
<CAPTION>
                                                       2004                     2003
                                                   ACCUMULATED              Accumulated
                                         COST     DEPRECIATION      Cost    Depreciation
                                       -------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>
      Structures and fixtures          $     --     $     --     $ 22,297     $ 14,345
      Furniture and office equipment     21,751        2,782       55,698       29,983
      Vehicles                            4,621          521       25,684       19,688
      Mould                                  --           --      224,264      170,380
      Software                               --           --       52,074       24,769
                                       -------------------------------------------------
                                       $ 26,372     $  3,303     $380,017     $259,165
                                       -------------------------------------------------
      Net carrying amount                           $ 23,069                  $120,852
                                                    --------                  --------
</TABLE>

                                      F-10
<PAGE>

MB TECH INC
Notes to Financial Statements
December 31, 2004 and 2003


4.    DEFERRED FINANCING COSTS

<TABLE>
<CAPTION>
                                                       2004                     2003
                                                   ACCUMULATED              Accumulated
                                         COST     DEPRECIATION      Cost    Depreciation
                                       -------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>
      Financing costs                  $315,460     $ 45,881     $200,720     $     --
                                       -------------------------------------------------
      Net carrying amount                           $269,579                  $200,720
                                                    --------                  --------
</TABLE>

5.    INVESTMENT

      The  investment  represents a 5% ownership  in a privately  owned  company
      located and operating in Seoul, Korea.

6.    NOTE PAYABLE

      During 2001,  the Company  issued a 5-year  $100,000 8%  convertible  note
      payable due November 30, 2006. In December  2003,  the note holder filed a
      complaint   against  the  Company   alleging  breach  of  the  convertible
      promissory note for which conversion  notices had been issued as described
      in note 13.

7.    CONVERTIBLE DEBENTURES

      Pursuant to SFAS No. 150,  "Accounting for Certain  Financial  Instruments
      with  Characteristics of both Liabilities and Equity" the Company accounts
      for the convertible  debentures as a liability at face value and no formal
      accounting recognition is assigned to the value inherent in the conversion
      feature. The convertible  debentures have a face value of $500,000 with an
      annual  coupon  rate  of  1%  payable   quarterly.   The   debentures  are
      convertible, to a maximum of 25,000,000 shares of common stock at any time
      prior to maturity in September  2009, at a conversion  price of the lesser
      of (a) the lesser of $0.22 or one hundred  twenty-five  percent  (125%) of
      the average of the closing bid price for 5 trading days immediately  prior
      to closing  or (b) 100% of the  average of the three  lowest  closing  bid
      prices in the forty (40) days immediately preceding conversion.

                  BALANCE - JANUARY 1, 2003               $        --
                      Issued - November 2003                1,000,000
                      Converted - November 2003                (1,500)
                                                          -----------

                  BALANCE - DECEMBER 31, 2003                 998,500
                      Converted - February 2004             (500,000)
                      Converted - March 2004                (125,000)
                      Converted - April 2004                 (84,636)
                      Converted - May 2004                  (100,000)
                      Converted - July 2004                   (6,500)
                      Converted - September 2004            (182,364)
                      Issued - October 2004                   500,000
                      Converted - November 2004              (46,500)
                      Converted - December 2004              (17,000)
                                                          -----------

                  BALANCE - DECEMBER 31, 2004             $   436,500
                                                          ===========


                                      F-11
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


8.    CAPITAL STOCK

        Authorized
           145,000,000  common shares, par value $0.001
             5,000,000  preferred shares, par value $0.001

                                                                2004       2003
        Issued
            63,013,500  common shares (2003 - 37,639,422)    $ 63,013   $ 37,639
                                                             ===================


      In May 2003 the Company  issued  15,172,414  common  shares for  $390,000.
      Subsequently,   the  Company  underwent  a  capital   reduction,   whereby
      15,931,035  common  shares were  returned  to treasury on a  proportionate
      basis by all shareholders for no consideration.

      In June 2003, the Company issued  22,000,000 common shares in exchange for
      all the outstanding common shares of MB Tech Korea as described in note 1.

      In July 2003,  the Company  issued  250,000  common shares for  consulting
      services valued at $112,500.

      In October 2003, the Company issued  8,240,000  common shares for $309,000
      of consulting services with regard to the reverse takeover transactions as
      described in note 1.

      In November  2003,  the Company  issued  80,000,000  common shares held in
      escrow as security  for the  convertible  debt as described in note 7. The
      common  shares are issued to the debt holder  from escrow as it  exercises
      its conversion right.  Subsequently  15,919,694 shares have been issued on
      conversion  of the  convertible  debt (as  described  below).  As a result
      64,080,306  shares remain in escrow. As the debt holder is not entitled to
      the rights of common  shares held in escrow until  conversion,  the shares
      remaining  in  escrow  have  not  been  presented  as  outstanding  on the
      statement  of  stockholders  equity  nor have  they been  included  in the
      earnings per share calculation.

      In November  2003,  the Company  issued  1,500,616  common shares upon the
      conversion of $1,500 of the convertible debentures as described in note 7.

      In  February  2004,  the  Company  issued  2,357,185  common  shares  upon
      conversion of $500,000 of the convertible  debentures as described in note
      7.

      In February  2004, the Company issued 475,000 common shares for consulting
      services valued at $35,000.

      In  March  2004,  the  Company  issued  965,241  common  shares  upon  the
      conversion of $125,000 of the convertible  debentures as described in note
      7.

                                      F-12
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


8.    CAPITAL STOCK (CONT'D)

      In April  2004,  the  Company  issued  1,000,000  common  shares  upon the
      conversion of $84,636 of the  convertible  debentures as described in note
      7.

      In  May  2004,  the  Company  issued  1,256,506  common  shares  upon  the
      conversion of $100,000 of the convertible  debentures as described in note
      7.

      In July 2004, the Company issued 140,535 common shares upon  conversion of
      $6,500 of the convertible debentures as described in note 7.

      In August 2004,  the Company  issued  100,000 common shares for consulting
      services valued at $3,500.

      In August 2004,  the Company issued  2,500,000  common shares for salaries
      valued at $87,500.

      In September  2004,  the Company issued  5,947,831  common shares upon the
      conversion of $182,364 of the convertible  debentures as described in note
      7.

      In November 2004, the Company issued  5,000,000 common shares for salaries
      valued at $250,000.

      In November  2004, the Company issued 150,000 common shares for consulting
      services valued at $7,500.

      In November 2004, the Company issued 1,000,000 common shares as settlement
      for an outstanding trade payable valued at $110,000.

      In  November  2004,  the  Company  issued  2,251,054  common  shares  upon
      conversion of $46,500 of the  convertible  debentures as described in note
      7.

      In December  2004, the Company issued 450,000 common shares for consulting
      services valued at $18,000.

      In December 2004, the Company issued  1,280,000  common shares in exchange
      for 7,000 shares of A-Telecom valued at $51,200.

      In December 2004, the Company issued 500,726 common shares upon conversion
      of $17,000 of the convertible debentures as described in note 7.

      The  convertible  debentures as described in note 7 have not been included
      in the  calculation of the diluted  earnings per share as their  inclusion
      would be antidilutive.


                                      F-13
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


9.    INCOME TAXES

      The  Company   accounts  for  income  taxes  pursuant  to  SFAS  No.  109,
      "Accounting for Income Taxes".  Corporate  income tax rates  applicable to
      the Korean  subsidiary  in 2004 and 2003 are 16.5 percent of the first 100
      million  Korean Won  ($88,000)  of taxable  income and 29.7 percent of the
      excess. The U.S. tax rate is approximately 34%. However,  no income tax is
      payable in 2004 and 2003 due to tax losses.

      The Company has deferred income tax assets as follows:

                                                          2004          2003
          Temporary difference on Research and
            Development expense deducted over
             5 years for tax purposes                  $  32,000     $      --
          Net operating loss carryforwards               480,000       220,000
          Tax benefits from other miscellaneous
           timing differences:
             Allowance for bad debts                      15,500            --
          Valuation allowance                           (527,500)     (220,000)
                                                       -----------------------
                                                       $      --     $      --
                                                       =======================


      Tax losses  from the Korean  subsidiary  can be carried  forward  for five
      years to offset future taxable income.  The U.S. tax losses can be carried
      forward for fifteen years to offset future taxable income.

      Deferred  tax assets due to future  benefits of  undeducted  Research  and
      Development  expenses and net  operating  losses have not been recorded in
      the  financial  statements  when it is not more  likely  than not that the
      benefit will be utilized.

10.   MAJOR CUSTOMERS

      The Company had one major customer  located in South Korea which accounted
for 95% of the total revenues for the year.


                                      F-14
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


11.   GAIN ON DISPOSAL OF SUBSIDIARY

      On December 20, 2004, MB Tech Inc.  entered into an agreement with the CEO
      and President of MB Tech Korea for the  assignment of 100% of  subsidiary,
      MB  Tech  Korea's,  outstanding  shares  at  no  consideration.  The  gain
      represents the excess of the liabilities  over the assets  remaining in MB
      Tech Korea when the shares were sold as outlined below:

              Cash                                            $       728
              Short-term financial instrument                      14,080
              Accounts receivable                                 102,573
              Other short-term loans                                  612
              Inventories                                         124,190
              Other current assets                                  6,307
              Property and equipment (net)                         13,939
              Intangible assets                                     2,793
              Other assets                                            211
              Trade accounts and notes payable                  (203,729)
              Other accounts payable                             (47,708)
              Short-term borrowings                             (114,388)
              Short-term borrowings from shareholders
                 and directors                                   (52,726)
              Other current liabilities                          (62,359)
              Retirement and severance benefits                  (25,156)
                                                              -----------

              Gain on disposal of subsidiary                  $ (240,633)
                                                              ===========


12.   RELATED PARTY TRANSACTIONS

      During the year the Company issued  3,000,000 and 2,000,000  shares to the
      Chief  Executive  Officer,  Mr.  Hanwook  Bae,  who  owned  15.5%  of  the
      outstanding common shares of the company, and the Chief Financial Officer,
      Mr. Sangeon Park, who owned 5.5% of the  outstanding  common shares of the
      company,  respectively  for services  performed.  The fair market value of
      these services were $150,000 and $100,000 respectively (2003 - $36,000 and
      $18,000)


                                      F-15
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2004 and  2003


13.   CONTINGENCIES

      In December 2003, the holder of the convertible  promissory note described
      in note 6 filed a  complaint  against  the  Company in the  United  States
      District  Court for the  District of  Minnesota.  A default  judgment  was
      entered on February 12, 2004. The plaintiff is currently  considering  the
      Company's  offer of  settlement,  which  includes the following  essential
      terms:  the  Company  would  pay the  principal  and  interest  as per the
      original note plus attorneys fees at a total of $200,000.  The amount will
      be  paid  over an  eighteen  month  period.  $25,000  will  be  paid  upon
      acceptance of the offer, $25,000 in the second month, and $9,375 per month
      afterwards for sixteen months until the amount is paid in full.

      200,000 shares of new  restricted  stock would be issued upon execution of
      conditional  post-judgement settlement agreement. In return, the plaintiff
      would give the  Company a general  release  and agree to give the  Company
      full relief from the default judgment and a dismissal of the complaint.

      As at  March  7,  2005,  the  settlement  amount  can  not  be  reasonably
      determined.


                                      F-16