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, 2005.

                                       OR

      [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE80
            CURITIES 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
            or organization)                           Identification No.)


                       1588-11, Gwanyang-Dong, Donggan-Gu,
                    3rd Fl., The Korea Development Bank Bldg,
                   Anyang City,Gyeonggi-do, Republic of Korea.

               (Address of principal executive offices) (Zip Code)

                  Registrant's telephone number: 82-31-381-6666

        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 $40,040 for the fiscal year ended on
December 31, 2005.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 31, 2005: Common Stock, par value $0.001 per share -
$2,669,917 based upon a total of 54,488,107 shares held by non-affiliates and
the last sales price on that date of $ 0.049. As of March 31, 2005, the
Registrant had 143,968,943 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
(Direct Broadcasting System) satellite industry and state of the art RF (Radio
Frequency) 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 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.

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 (Direct Broadcast Satellite)
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

<PAGE>

to entering the mass 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.

When completion of the marine antenna is expected, 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.

Completion of  Acquisition

Effective March 6, 2006, MB Tech closed the share exchange agreement with
Metaware Co. Ltd., a Republic of Korea corporation, and acquired 51% of Metaware
in exchange for 62,400,137 restricted shares of MB Tech common stock.

Metaware is a digital telecommunications company headquartered in Seoul, Korea,
with approximately 120 employees in five countries; it is the maker of various
digital set-top box receivers and other products for the cable and satellite
industry.

Metaware has been in business since 1996 as a pioneering company in the digital
television delivery revolution. Information about Metaware's management,
facilities and products can be found on its Web site at www.metaware.co.kr

Both MB Tech and Metaware will then try to complete the acquisition of the
remaining 49% balance of Metaware held by a company on KOSDAQ, the Korean Stock
Exchange.

In connection with the share exchange agreement with Metaware referred to,
Kangra Jo and Harry Kay resigned as directors of MB Tech. Hanwook Bae and
Sangeon Park will continue to act as directors of MB Tech and to serve as
officers.

New officers and directors appointed by Metaware are:

<PAGE>

Ducksoo Kim, Chief Excecutive Officer and President, has served as Chief
Executive Officer and President of Metaware since 1996. Mr. Kim received MBAs
from Yondei University and from Kaist.

Chanmyun Han, Chief Operating Officer and Treasurer, has been Vice President of
Metaware since 2006. From 2002 to 2004, he was Chief Operating Officer of
Eastern Telecom, Korea. He was Manager of LG Electronics USA. Marketing, from
1986 to 1994.

Youngmo Cho, Chief Marketing Officer, has been Chief Marketing Officer of
Metaware since 2005. He was general manager in the head office and the European
office of Samsung Electronics from 1979 - 2001.

Effective February 28, 2006, Article IV of the articles of incorporation was
amended to increase the number of shares the corporation shall have authority to
issue to four hundred million (400,000,000); with three hundred ninety-five
million (395,000,000) of such shares common shares with par value of $.001 and
five million (5,000,000) of such shares preferred shares, with the voting power,
designations, preferences and other rights to be fixed by resolution of the
board of directors.

Item 2. Properties

<TABLE>
<CAPTION>
----------------------- ------------- -------------------- -------------- -------------- --------------------------
Location                Type          Principal use        Size           Ownership      Lease Expiration
----------------------- ------------- -------------------- -------------- -------------- --------------------------
<S>                                                        <C> <C>                             <C>
Seoul Korea             Office        HQ                   76 m2          Leased         April 6, 2007
                                      R&D
                                      Marketing
----------------------- ------------- -------------------- -------------- -------------- --------------------------
</TABLE>

The Headquarter and Marketing of MB Tech will be move to the building of
Metaware Co., Ltd by the end of April 2006. Afterward, the office will be
functioned as R&D Center.

Item 3. Legal Proceedings

There are no material legal proceedings pending to which the Company is a party
or to which any of its property is the subject.

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

No matters were submitted to a vote of our shareholders during the fiscal 2005.




                                    PART II.


Item 5. Market for Common Equity and Related Stockholder Matters.

<PAGE>

      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 and 2005 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 2005

         First Quarter                            .11              .05
         Second Quarter                           .07              .04
         Third Quarter                            .83              .04
         Fourth Quarter                           .07              .02


Fiscal 2004

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



      The Company presently is authorized to issue 145,000,000 shares of Common
Stock and 5,000,000 Preferred Stock, of which 77,126,039 Common shares were
outstanding as of December 31, 2005.

Holders

      There were approximately 167 holders of record of the Company's Common
Stock as of December 31, 2005.


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>
                                                      2005           2004          2003
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
Sales                                             $    40,040    $   248,787    $   404,269

Cost of Sales                                          52,949        280,035        266,838
                                                  -----------    -----------    -----------


Gross Loss                                            (12,909)       (31,248)       137,431
                                                  -----------    -----------    -----------


Expenses                                              757,436      1,195,906      1,124,036
                                                  -----------    -----------    -----------

Operating Loss                                       (770,345)    (1,227,154)      (986,605)
                                                  -----------    -----------    -----------

Other Income

          Interest income                                --             --              209

          Gain on disposal of subsidiary                 --         (240,633)          --

          Other                                        (3,982)       (10,837)          --
                                                  -----------    -----------    -----------

                                                       (3,982)      (251,470)           209
                                                  -----------    -----------    -----------


Non-Operating Expenses

        Interest expense                               15,430         43,163         10,660

        Amortization of deferred financing costs       73,607         45,881         12,765

        Other                                            --             --            2,105
                                                  -----------    -----------    -----------


Net Loss                                          $  (855,400)   $(1,064,728)   $  (999,161)
                                                  -----------    -----------    -----------
</TABLE>

<PAGE>

Consolidated Balance Sheet



<TABLE>
<CAPTION>
                                     ASSETS

                                                   2005         2004         2003
                                                ----------   ----------   ----------
Current
<S>                                             <C>          <C>          <C>
        Cash and equivalents                    $   19,213   $  218,218   $  294,807

        Term deposit                                  --           --         10,884

        Accounts receivable                          5,518      291,237      412,874
                                                ----------   ----------   ----------

          (net of allowance for doubtful            24,731      590,455      718,565
          accounts 2005-NIL;2004-$97,266)

Equipment                                           59,872       23,069      120,852

Deferred Financing Costs                           266,072      269,579      200,720

Investment                                          53,449       52,402         --

Other                                              163,419       39,399       94,111
                                                ----------   ----------   ----------

                                                $  567,543   $  893,904   $1,134,248
                                                ----------   ----------   ----------

                                   LIABILITIES

                                                   2005         2004        2003
                                                ----------   ----------   ----------
Current
        Bank loans                              $     --     $     --     $  108,836

        Accounts payable                           308,773      305,278      459,143

        Advances from shareholder                   15,000

        Loans from shareholders and directors         --           --         57,770

        Notes payable                               84,375      182,000      100,000

        Loans payable - current portion               --           --          8,073

                                                   408,148      487,278      733,822


Loans Payable                                         --           --         12,255

Convertible Debentures                             547,200      436,500      998,500
                                                ----------   ----------   ----------

                                                   955,348      923,778    1,732,322
                                                ----------   ----------   ----------
</TABLE>

<PAGE>

                              STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                  2005             2004            2003
                                               ----------       ----------      ----------
<S>                                                <C>              <C>             <C>
   Capital Stock                                   77,126           63,013          37,639

   Paid in Capital                              2,008,719        1,522,157       1,605,876

   Accumulated Other Comprehensive Income(loss)    14,262           17,468          9,240

                                               (2,487,912)      (1,632,512)     (2,250,829)
                                               ----------       ----------      ----------

                                                 (387,805)         (29,874)       (598,074)

                                               $  567,543       $  893,904      $1,134,248
                                               ----------       ----------      ----------
</TABLE>





ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operaiton.

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 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.

<PAGE>

LNB business is not profitable products any more in DBS Market, so the
Registrant has been trying 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 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.


During 2005, the Registrant has improved the antenna performance and control
program of the portable auto positioning flat antenna for North America DBS. The
production run of the Flat Antennae system for North America has been tooled
with the exception of the top cover. This will be the last piece prepared for
assembly after a meeting with distributors so that this piece agrees with their
branding requirements and accommodates feature options (LCD or LED) with little
or no impact to final product appearance, matching "the line" of the flat
antenna system. The preparation of production of the Flat Antenna for North
America will be completed by the end of 2005.

The final samples of the portable flat antenna for Japanese Market were
delivered to the Japanese importer for test and approval. The importer satisfied
with the results of its own field test and is negotiating the price to be sold.
The Registrant is trying to find the various ways to cut down price to meet the
level the importer requested.

The Marine Antenna design and the prototype of the Korean system were finished
at the third quarter. The Korean specific version will be integrated with sea
navigation equipment and employ digital dithering technology to maintain a sharp
image while the digital graphic signal converts to analog signal for Television.
The hardware of the product is completed and the software is developing to
finish by the end of June 2006. The production initiation has not been
scheduled.

From March 2005, the Registrant began to develop new products, Digital two-way
indoor amplifier for CATV. Korean CATV needs to change their indoor amplifier to
add more channels. Currently they have 5-875MHz but they need to substitute new
wider range amplifier 5-1GHz. Our PCB (printed circuit board ) engineer has
developed this product during the second quarter and the product is now being
evaluated for operation under the Korean government's process.

The Registrant developed a cell phone tracking and surveillance device, a
technology already present in MB Tech's multi-layer, multi-band patch antenna
technology. The device, similar in design to the flat antenna system proposed
for use in North America, will focus on detection of cell and PCS phone signals,
TRS (trunked radio system), wireless LAN and walkie-talkie signals. The dept of
education of Korean government have a plan to purchase this device for the
public education institutions and we are working with a company who supply
educational and surveillance equipment to government and schools. This device
enables teachers, proctors, managers, prison wardens, flight attendants or even
parents to be aware of cell phone use. The prototype was completed and the
production run has been tooling. Sales are planed to be commenced after the
bench marking test to the government authority scheduled at the second quarter
of 2006

<PAGE>

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 fiscal years ended December 31, 2005 and
2004, the Company experienced net losses of $855,400 and $ 1,064,728
respectively. The Company's ability to continue as a going concern is contingent
upon its ability to secure additional financing, initiate sale of its products
and attain profitable operations. The Company expects to continue to meet its
liquidity requirements by private equity and/or debt offerings of securities
until it generates sufficient funds from operations.

Forward-Looking Statements

The foregoing discussion may contain "forward looking statements" within the
meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the
Securities Exchange Act of 1934, 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 primarily
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."

MB Tech acquired 51% of Metaware on March 6, 2006. MB Tech specializes in
miniaturizing the satellite broadcast receiver into 1/3 size of the existing
product for the first time in the world and sells miniature products in the
global market.

Metaware Co. Ltd. develops and produces products such as satellite broadcast
receiver, ground wave receiver, cable receiver, etc. under its own brand name,
and expects dramatic growth in 2006 backed by its Linux Box which is in the
process of completing its development.

The Linux Box is a composite terminal device performing as Home Gateway capable
of real-time monitoring and control in PC and internet connectable environment
by using TV function and Game Box function and Ethernet and by employing
diversified digital storage media and device utilizing broadcast receiving
device that can reproduce and store image and voice through Digital broadcast
satellite (QPSK), ground wave (OFDM), cable (QAM) Demodulation and MPEG-II
Decoding and USB interface.

<PAGE>

Due to the transaction between Metaware and MB Tech leads to the integration of
the technologies of two companies, and antenna and satellite/ground wave
receivers, research and development of unprecedented products is underway.

A new product to be marketed this July at the earliest is a product that
resolves the limits of existing products and receives satellite and terrestrial
waves through automatic reception. It is a portable product that enables
satellite and ground wave broadcast to be watched indoors or at a location where
an antenna cannot be installed.

MB Tech and Metaware are planning to advance into European market as well as
American market with high technical power and new products, and the increased
corporate value by the products will help us to meet the expectation of the
investors and emerge as one of the leading companies.


                         2006 Operation plan for MB Tech

<TABLE>
<CAPTION>
                                                                                                  (Unit: US dollar)
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
                     Jan.~Feb.    Mar.~Apr.     May.~Jun.    Jul ~Aug.     Sep.~Oct.    Nov.~Dec.        Total
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
      ANALOG
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
<S>               <C>            <C>          <C>           <C>          <C>           <C>           <C>
    DIGITAL:C1                        110,000      137,500       110,000      550,000       742,500       1,650,000
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
   DIGITAL:FTA          187,500       525,000      875,000       700,000    2,625,000     2,975,000       9,800,000
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
       CAS                            685,500      750,000       750,000    2,625,000     1,752,000       9,000,000
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
       DTR                                         550,000       550,000      825,000       825,000       3,300,000
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
       PVR                             60,000      120,000       120,000      120,000       180,000         720,000
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
   New-Project                                                 2,250,000    3,750,000     5,250,000      15,000,000
------------------- ------------ ------------- ------------ ------------- ------------ ------------- ---------------
* DTR: Digital Terrestrial Receiver
</TABLE>



Item 8. Changes in and Disagreements with accountants on accounting and
financial disclosure.

The Registrant does not have changes in and 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, 2005, 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
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

<PAGE>

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, 2005:

<TABLE>
<CAPTION>
-------------------- ------------- ----- ------------------- --------------------------------------------------------
Name                 Position      Age   Education           Work Experience
-------------------- ------------- ----- ------------------- --------------------------------------------------------
<S>                                <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
-------------------- ------------- ----- ------------------- --------------------------------------------------------

      Officers and Directors as of April 12, 2006:

-------------------- ------------- ----- ------------------- --------------------------------------------------------
Name                 Position      Age   Education           Work Experience
-------------------- ------------- ----- ------------------- --------------------------------------------------------
Ducksoo Kim          CEO &         41    MBAs from Yonsei    CEO&President of JMP , Korea
                     President           University and      CEO&President of Metaware ,Korea
                                         from Kaist.
-------------------- ------------- ----- ------------------- --------------------------------------------------------
Chanmyun Han         COO &         46    Jung-Ang            Vice President of Metaware, Korea
                     Treasurer           University          COO of Eastern Telecom, Korea
                                                             Manager of  LG Electronics, USA
-------------------- ------------- ----- ------------------- --------------------------------------------------------
Youngmo Cho          Chief         54    Yonsei University   CMO of Metaware, Korea
                     Marketing                               General manager in the head office and the European
                     Officer                                 office of Samsung Electronics
-------------------- ------------- ----- ------------------- --------------------------------------------------------
</TABLE>

<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.

Based solely on a review of the copies of such forms furnished to the Registrant
during or with respect to fiscal 2005, and certain written representations from
executive officers and directors, the Registrant is aware that each such
reporting persons inadvertently failed to file a Form 3 at the time the
Registrant became registered under Section 12 of such act (December 4, 1999) and
that each of the new officers and directors also have failed to file a Form.
Such forms have not been prepared and filed to date. All affiliates are aware of
this requirement and will file Form 3's within the next thirty days.

Item 10, Executive Compensation Salary and Options

For the year 2005, the Registrant paid compensation to its officers and
directors as follows:

<TABLE>
<CAPTION>
------------------------- --------------------------- ----------------------- -------------------------
Name                      Position                    Salary                  Stock
------------------------- --------------------------- ----------------------- -------------------------
<S>                      <C>                         <C>                       <C>
Hanwook Bae               CEO & President             -                       -
                          Director
------------------------- --------------------------- ----------------------- -------------------------
Sangeon Park              CFO                         -                       -
                          Director
------------------------- --------------------------- ----------------------- -------------------------
Harry Kay                 Outside Director            -                       -
------------------------- --------------------------- ----------------------- -------------------------


Item 11, Security ownership of certain beneficial owners and management

(a) Officers and Directors as of December 31, 2005:
------------------------------- ---------------------------- ---------------------------- -------------
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%
------------------------------- ---------------------------- ---------------------------- -------------
</TABLE>

(b) Officers and Directors as of April 12, 2006:

<PAGE>

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- -------------
Name and address of             Office                       Total shares                 Percent
Beneficial owner                                                                          Ownership
------------------------------- ---------------------------- ---------------------------- -------------
<S>                            <C>                          <C>                          <C>
Ducksoo Kim                     CEO & President              35,914,008                   24.9 %
------------------------------- ---------------------------- ---------------------------- -------------
Hanwook Bae                     Director                     9,687,932                    6.7%
------------------------------- ---------------------------- ---------------------------- -------------
Sangeon Park                    Director                     3,450,000                    2.4%
------------------------------- ---------------------------- ---------------------------- -------------
</TABLE>

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.


                                    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 March 27 2006 to report
following events.

Item 2.01  Completion of Acquisition or Disposition of Assets.
Effective March 6, 2006, MB Tech closed the share exchange agreement with
Metaware Co. Ltd., a Republic of Korea corporation, and acquired 51% of Metaware
in exchange for 62,400,137 restricted shares of MB Tech common stock.

Item 3.02  Unregistered Sales of Equity Securities.
Pursuant to the share exchange agreement referred to in Item 2.01 above, MB Tech
issued 62,400,137 restricted shares to the ten shareholders of Metaware. There
were no underwriters. The shares were not registered under the Securities Act of
1933 in reliance upon the exemption afforded by Section 4(2) thereof.

<PAGE>

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers. In connection with the share exchange
agreement with Metaware referred to in Item 2.01 above, Kangra Jo and Harry Kay
resigned as directors of MB Tech. New officers and directors appointed by
Metaware are Ducksoo Kim, Chief Excecutive Officer and President, Chanmyun Han,
Chief Operating, Youngmo Cho, Chief Marketing Officer.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective February 28, 2006, Article IV of the articles of incorporation
was amended to increase the number of shares the corporation shall have
authority to issue to four hundred million (400,000,000); with three hundred
ninety-five million (395,000,000) of such shares common shares with par value of
$.001 and five million (5,000,000) of such shares preferred shares, with the
voting power, designations, preferences and other rights to be fixed by
resolution of the board of directors


(c) Exhibits included or incorporated by reference herein

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

23          "Consentof SF Partnership, LLP"

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





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, 2005 and 2004.

Fee Category                Fiscal 2004 Fees        Fiscal 2004 Fees
                                  ($)                      ($)
-------------------------   ----------------        ----------------
Audit Fees 1                       46,000                39,000
Audit-Related Fees 2                    0                     0
Tax Fees 3                              0                     0
All Other Fees 4                        0                     0
Total Fees                         46,000                39,000


<PAGE>

-------------
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, 2005 and 2004, 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, 2005 and 2004.

      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
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.


<PAGE>

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.

                                  MB TECH, INC
                                  Registrant

                                  By: /s/ Ducksoo Kim
                                      ---------------
                                  Ducksoo Kim, CEO & President

                                  By: /s/ Chanmyun Han
                                      ----------------
                                  Chanmyun Han, Treasure & Director



      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:


<TABLE>
<CAPTION>

    Signature                           Title                                Date
    ---------                           -----                                ----
<S>                             <C>                                       <C>
/s/ Ducksoo Kim                 Chief Executive Officer,                  April 13, 2006
----------------                Principal Executive Officer,
Ducksoo Kim                     Director



/s/ Chanmyun Han                Chief Operating Officer                   April 13, 2006
----------------                Director
Chanmyun Han



/s/ Youngmo Jo                  Chief Marketing Officer                   April 13, 2006
--------------                  Director
Youngmo Jo
</TABLE>

<PAGE>
                                  MB TECH INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2005 AND 2004






                                    CONTENTS

Independent Auditors' Report                                               1

Consolidated Balance Sheets                                                2

Consolidated Statements of Stockholders' Equity                            3

Consolidated Statements of Operations                                      4

Consolidated Statements of Cash Flows                                      5

Notes to Consolidated Financial Statements                            6 - 17


<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, 2005 and 2004, 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, 2005 and 2004, 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 16, 2006
                                      -1-

<PAGE>

MB TECH INC.
Consolidated Balance Sheets
December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                 2005           2004
                                                                              -----------    -----------
                                     ASSETS
Current
<S>                                                                           <C>            <C>
Cash and cash equivalents                                                     $    19,213    $   218,218
Accounts receivable (net of allowance for
doubtful accounts 2005 - NIL; 2004 - $97,266)                                       5,518        291,237
                                                                              -----------    -----------

                                                                                   24,731        509,455
Equipment (note 3)                                                                 59,872         23,069
Deferred Financing Costs (note 4)                                                 266,072        269,579
Investment (note 5)                                                                53,449         52,402
Other                                                                             163,419         39,399
                                                                              -----------    -----------

                                                                              $   567,543    $   893,904
                                                                              -----------    -----------
LIABILITIES
Current
Accounts payable                                                                  308,773        305,278
Advances from shareholder (note 6)                                                 15,000           --
Note payable (note 7)                                                              84,375        182,000
                                                                              -----------    -----------

                                                                                  408,148        487,278

Convertible Debentures (note 8)                                                   547,200        436,500
                                                                              -----------    -----------

                                                                                  955,348        923,778
                                                                              -----------    -----------
STOCKHOLDERS' EQUITY
Capital Stock (note 9)
Authorized 145,000,000 common shares, outstanding 77,126,039 and 63,013,500
Authorized 5,000,000 preferred shares,
none outstanding                                                                   77,126         63,013
Paid in Capital                                                                 2,008,719      1,522,157
Accumulated Other Comprehensive Income                                             14,262         17,468
Accumulated Deficit                                                            (2,487,912)    (1,632,512)
                                                                              -----------    -----------

                                                                                 (387,805)       (29,874)
                                                                              -----------    -----------

                                                                              $   567,543    $   893,904
                                                                              -----------    -----------
</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)

                                      - 2 -

<PAGE>

MB TECH INC.
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2005 and 2004

<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, 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 9)                     475,000           475        34,525           --             --           35,000
Conversion of convertible
debentures into common
stock (note 9)                 14,419,078        14,419     1,047,581           --             --        1,062,000
Common stock issued for
services - August 18,
2004 (note 9)                   2,600,000         2,600        88,400           --             --           91,000
Common stock issued for
services - November 3,
2004 (note 9)                   6,150,000         6,150       361,350           --             --          367,500
Common stock issued for
services - December 22,
2004 (note 9)                     450,000           450        17,550           --             --           18,000
Common stock issued to
acquire investment (note 9)     1,280,000         1,280        49,920           --             --           51,200
Disposition of MB Tech
Korea                                --            --      (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)
                              ===========   ===========   ===========    ===========    ===========    ===========

Balance, January 1, 2005       63,013,500   $    63,013   $ 1,522,157    $    17,468    $(1,632,512)   $   (29,874)
Common stock issued for
services - March 2005
(note 9)                          300,000           300        11,100           --             --           11,400
Conversion of convertible
debentures into common
stock (note 9)                 11,487,873        11,488       377,812           --             --          389,300
Common stock issued for
settlement of lawsuit
(note 9)                          200,000           200        14,000           --             --           14,200
Common stock issued for
repayment of note payable       1,474,666         1,475        64,150           --             --           65,625
Common stock issued for
services - September 2005
(note 9)                          650,000           650        19,500           --             --           20,150
Foreign exchange on
translation                          --            --            --           (3,206)          --           (3,206)
Net Loss                             --            --            --             --         (855,400)      (855,400)
                              -----------   -----------   -----------    -----------    -----------    -----------


Balance, December 31, 2005     77,126,039   $    77,126   $ 2,008,719    $    14,262    $(2,487,912)   $  (387,805)
                              ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

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

                                      - 3 -
<PAGE>

MB TECH INC.
Consolidated Statements of Operations
Years Ended December 31, 2005 and 2004


                                                      2005             2004
                                                  ------------    ------------

Net Sales                                         $     40,040    $    248,787

Cost of Sales                                           52,949         280,035
                                                  ------------    ------------


Gross Loss                                             (12,909)        (31,248)
                                                  ------------    ------------


Expenses
Salaries and benefits                                  230,867         521,306
Fees and charges                                       152,636         196,564
Consulting                                              51,849         152,888
Bad debts                                               97,755          87,780
Research and development                                87,417         187,558
Travel                                                  61,095          68,229
Rent                                                    29,569           9,715
Office and general                                      15,701          23,069
Taxes and dues                                           8,070           4,426
Entertainment                                            7,960           6,617
Realized foreign exchange gain                            --            (3,951)
Gain on forgiveness of trade payable                      --           (82,944)
Depreciation                                            14,517          24,649
                                                  ------------    ------------


                                                       757,436       1,195,906
                                                  ------------    ------------


Operating Loss                                        (770,345)     (1,227,154)
                                                  ------------    ------------


Other
Interest expense                                        15,430          43,163
Other income                                            (3,982)        (10,837)
Gain on disposal of subsidiary                            --          (240,633)
Amortization of deferred financing costs                73,607          45,881
                                                  ------------    ------------

                                                        85,055        (162,426)
                                                  ------------    ------------

Net Loss                                          $   (855,400)   $ (1,064,728)
                                                  ============    ============

Basic and Fully Diluted Loss Per Share (note 9)   $      (0.01)   $      (0.02)
                                                  ============    ============

Weighted Average Number of Shares                   74,981,379      46,912,200
                                                  ============    ============

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

                                      - 4 -
<PAGE>

MB TECH INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                           2005           2004
                                                                        -----------    -----------
Cash Flows from Operating Activities
<S>                                                                     <C>            <C>
    Net loss                                                            $  (855,400)   $(1,064,728)
    Adjustments for:
      Gain on disposal of subsidiary                                           --         (240,633)
      Depreciation                                                           14,813         28,010
      Amortization of financing fees                                         73,607         45,881
      Stock issued in exchange for services and legal settlement cost        45,750        511,500
                                                                           (721,230)      (719,970)
    Net Changes in Assets & Liabilities
      Accounts receivable                                                   285,719        141,637
      Other                                                                (124,020)        54,712
      Accounts payable                                                        3,495       (129,939)
                                                                        -----------    -----------

                                                                           (556,036)      (653,560)
                                                                        -----------    -----------

Cash Flows from Investing Activities
    Disposition of subsidiary                                                  --          240,633
    Investment                                                                 --           (1,202)
    (Additions) disposition of equipment                                    (50,474)        25,846
    Term deposit                                                               --           10,884
                                                                        -----------    -----------

                                                                            (50,474)       276,161
                                                                        -----------    -----------

Cash Flows from Financing Activities
    Advances from shareholder                                                15,000           --
    Issuance of common stock for payment of promissory note                  65,625           --
    Loans payable                                                              --           (8,073)
    Bank loans                                                                 --         (108,836)
    Repayment of note payable                                               (97,625)        82,000
    Proceeds from issuance of convertible debentures                        500,000        500,000
    Loans from shareholders and directors                                      --          (57,770)
    Deferred financing costs                                                (70,100)      (114,740)
                                                                        -----------    -----------

                                                                            412,900        292,581
                                                                        -----------    -----------

Foreign Exchange on Cash and Cash Equivalents                                (5,395)         8,229
                                                                        -----------    -----------

Net Decrease in Cash and Cash Equivalents                                  (199,005)       (76,589)

Cash and Cash Equivalents - beginning of  year                              218,218        294,807
                                                                        -----------    -----------

Cash and Cash Equivalents - end of year                                 $    19,213    $   218,218
                                                                        ===========    ===========

Interest and Income Taxes Paid:
    Interest paid                                                       $     3,074    $    13,021
                                                                        ===========    ===========

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

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

                                      - 5 -
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


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 . 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, 2005 and 2004, the Company experienced net losses of
            $855,400 and $1,064,728 respectively.

                                      -6-
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004

1     Description of Business and Going Concern(cont'd)

      b)    Going Concern (cont'd)

            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.

            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.

                                      -7-
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004

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
            Moulds                                 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 when it is readily determinable in accordance with FAS No.115
            "Accounting for Certain Investments in Debt and Equity Securities."

                                      - 8 -
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


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.

                                      - 9 -

<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


2     Summary of Significant Accounting Policies (cont'd)

      n)    Recent Accounting Pronouncements

            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.

            In May 2005, the FASB issued Statement No. 154, Accounting Changes
            and Error Corrections - A Replacement of APB Opinion No. 20 and FASB
            Statement No. 3 (Statement No. 154). Statement No. 154 changes the
            requirements for the accounting for and reporting of a change in
            accounting principle. Statement No. 154 requires retrospective
            application of any change in accounting principle to prior periods'
            financial statements. Statement No. 154 is effective for the first
            fiscal period beginning after December 15, 2005. We do not expect
            the implementation of Statement No. 154 to have a significant impact
            on our consolidated financial statements.


3     Equipment

      Equipment is comprised as follows:
<TABLE>
<CAPTION>

                                                                           2005                               2004
                                                                    Accumulated                        Accumulated
                                                         Cost      Depreciation             Cost      Depreciation
                                                ------------------------------------------------------------------

<S>                                                     <C>              <C>               <C>               <C>
      Furniture and office equipment                    24,335           12,140            21,751            2,782
      Vehicles                                          13,372            4,384             4,621              521
      Mould                                             40,200            1,511                 -                -
                                                ------------------------------------------------------------------




                                                     $  77,907      $    18,035      $     26,372      $     3,303
                                                ------------------------------------------------------------------




      Net carrying amount                                           $    59,872                        $    23,069
                                                                    -----------                        -----------
</TABLE>

                                      -10-
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


4     Deferred Financing Costs

<TABLE>
<CAPTION>
                                                                           2005                               2004
                                                                    Accumulated                        Accumulated
                                                         Cost      Amortization             Cost      Amortization
                                                ------------------------------------------------------------------
<S>                                                <C>             <C>                <C>               <C>
      Financing costs                              $   385,560     $    119,488       $   315,460       $   45,881
                                                ------------------------------------------------------------------

      Net carrying amount                                          $    266,072                         $  269,579
                                                                   ------------                         ----------
</TABLE>

5     Investment

      The investment represents a 5% ownership in a privately owned company
      locates and operating in Seoul, Korea. Investment has been carried at cost
      when fair market value is not readily determinable.

6     Advances from shareholder

      The advances from shareholder are non interest bearing and due on demand.

7     Note Payable

      During 2001, the Company issued a 5-year $100,000 8% convertible note
      payable due November 30, 2006. On April 14, 2005 the Company reached an
      agreement with the holder to repay the entire note for a total of $200,000
      in cash plus 200,000 shares of new restricted stock upon the execution of
      the agreement. The cash settlement will be paid over an eighteen month
      period as follows: $25,000 will be paid upon acceptance of the offer,
      $25,000 in the second month, and $9,375 per month for sixteen months until
      the amount is paid in full.

      The $9,375 payments by stock issuance are to be paid from a lawyer's trust
      account and secured by sufficient free trading stock to be sold in an
      orderly manner over sixteen months. The company issued 3,000,000 common
      shares to a lawyer's trust account in July 2005. At December 31, 2005,
      1,525,334 common shares are still held in escrow to be sold for these
      future repayments.

      In addition, 200,000 shares were issued in April 2005 for a value of
      $14,200 as per note 9.

      The company is currently in default of its payment as described in note
      12c.

                                      -11-
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


8     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, 2004           $       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

                      Converted - January 2005               (91,800)
                      Converted - February 2005             (297,500)
                      Issued - April 2005                     500,000
                                                      ----------------

                  Balance - December 31, 2005         $       547,200
                                                      ================



                                      -12-
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004

9     Capital Stock

<TABLE>
<CAPTION>
        Authorized
              145,000,000 common shares, par value $0.001
                         5,000,000  preferred shares, par value $0.001
                                                                                  2005          2004
        Issued
<S>                                                                           <C>            <C>
           77,126,039 common shares (2004 - 63,013,500)                        $  77,126     $  63,013
                                                                               =========     =========
</TABLE>

      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 8. 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 8.

      In February 2004, the Company issued 2,357,185 common shares upon
      conversion of $500,000 of the convertible debentures as described in note
      8

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


                                      -13-
<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004

9     Capital Stock (cont'd)

      In March 2004, the Company issued 965,241 common shares upon the
      conversion of $125,000 of the convertible debentures as described in note
      8

      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
      8.

      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
      8

      In July 2004, the Company issued 140,535 common shares upon conversion of
      $6,500 of the convertible debentures as described in note 8

      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
      8.

      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 8

      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 8


                                     - 14 -

<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


9     Capital Stock (cont'd)

      In January 2005, the Company issued 2,705,753 common shares upon
      conversion of $91,800 of the convertible debentures as described in note
      8.

      In February 2005, the Company issued 4,769,079 common shares upon
      conversion of $161,500 of the convertible debentures described in note 8.

      In March 2005, the Company issued 300,000 common shares for consulting
      services valued at $11,400.

      In February 2005, the Company issued 4,013,041 common shares upon
      conversion of $136,000 of the convertible debentures as described in note
      8.

      In April 2005, the Company issued 200,000 common shares for settlement
      costs (see note 7) valued at $14,200.

      In August 2005, the company issued 547,500 common shares for repayment of
      note payable valued at $31,290 (see note 7).

      In September 2005, the company issued 110,000 common shares for repayment
      of note payable valued at $5,225 (see note 7).

      In September 2005, the Company issued 650,000 common shares for consulting
      services valued at $20,150.

      In October 2005, the Company issued 190,000 common shares for repayment of
      note payable valued at $7,144 (see note 7).

      In November 2005, the Company issued 365,000 common shares for repayment
      of note payable valued at $10,299 (see note 7).

      In December 2005, the Company issued 262,166 common shares for repayment
      of note payable valued at $11,667 (see note 7).

      The convertible debentures as described in note 8 have not been included
      in the calculation of the diluted earnings per share as their inclusion
      would be antidilutive.



                                     - 15 -

<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


10    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 2005 and 2004 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 2005 and 2004 due to tax losses.

      The Company has deferred income tax assets as follows:

<TABLE>
<CAPTION>
                                                                                    2005             2004
<S>                                                                             <C>              <C>
      Temporary difference on Research and Development expense deducted
        over 5 years for tax purposes                                           $    23,500      $    32,000
      Net operating loss carryforwards                                              353,500          480,000
      Tax benefits from other miscellaneous timing differences:
        Allowance for bad debts                                                      33,000           15,500
      Valuation allowance                                                          (410,000)        (527,500)
                                                                                -----------      ------------

                                                                                $         -      $         -
                                                                                ===========      ============
</TABLE>

      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.


11    Contingent And Commitment

      The Company has a contract with Parasytem Co. for future profit sharing at
      50% regarding the Mobile phone detector the Company helped develop during
      2005, service revenue is included in the 2005 revenues. Future sales of
      this product is unknown.

                                      -16-

<PAGE>

MB TECH INC.
Notes to Financial Statements
December 31, 2005 and  2004


12    Subsequent Events

      a)    Increase in Authorized Capital

            On February 10, 2006, the company increased its authorized common
            shares to 395,000,000, from 145,000,000.

      b)    Purchase of Metaware Co. Ltd.

            Effective March 6, 2006, the Company closed the share exchange
            agreement with Metaware Co. Ltd., ("Metaware") a Republic of Korea
            corporation, and acquired 51% of Metaware in exchange for 62,400,137
            restricted common shares of the Company. Metaware is a digital
            telecommunications company headquartered in Seoul, Korea, with
            approximately 120 employees in five countries; it is the maker of
            various digital set-top box receivers and other products for the
            cable and satellite industry. Both MB Tech and Metaware will then
            try to complete the acquisition of the remaining 49% balance of
            Metaware which is currently held by a company listed on KOSDAQ, the
            Korean Stock Exchange. On completion of the merger, the management
            of Metaware replaced that of the Company.

      c)    Default in Note Payable

            Subsequent to the year end, the Company defaulted on the payments of
            the note payable and received a Garnishment Summons from Maricopa
            Equity Management Corp's lawyers. This matter is still on going as
            of the date of these financial statements.










                                     - 17 -