**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**











**Form
10-QSB**











**x**
    **QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





**For
the quarterly period ended March 31, 2005**





**OR**





** ̈**
    **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For
the transition period from __________ to ___________





**(Commission
file number: 333-116020)**








**GigaBeam
Corporation**


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








**Delaware**
    
    
    
    **20-0607757****(State
      or other jurisdiction of**
      **incorporation
      or organization)**
    
    
    
    **(I.R.S.
      Employer**
      **Identification
      No.)**





**470
Springpark Place, Suite 900**


**Herndon,
VA 20170**


**(Address
of principal executive offices)**





**(571)
283-6200**


**(Issuer’s
telephone number, including area code)**











Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrants were required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.    Yes   x  No   o





The
number of shares of the issuer’s Common Stock outstanding on May 5, 2005 was 4,779,340.





Transitional
Small Business Disclosure Format   Yes  oNo 
x










**GigaBeam
Corporation**
Development
Stage Company










**TABLE
OF CONTENTS**





**PART
I**


**FINANCIAL
INFORMATION**





****ITEM**
    **Page**1. Financial
      StatementsUnauditedConsolidated
      Condensed Balance Sheet as of March 31, 2005 andDecember
      31, 2004
    3Unaudited
      Consolidated Condensed Statement of Operations for the three monthsended
      March 31, 2005, for the period January 5, 2004 (inception) to March
      31, 2004 and for the period January 5, 2004(inception)
      to March 31, 2005,
    4Unaudited
      Consolidated Condensed Statement of Cash Flows for the three monthsended
      March 31, 2005,  for the period January 5, 2004 (inception) to
      March 31, 2004 and for the period January 5, 2004(inception)
      to March 31, 2005
    5Unaudited
      Consolidated Condensed Statement of Stockholders’ Equity for the periodJanuary
      5, 2004 (inception) to March 31, 2005
    7Unaudited Notes to Consolidated Condensed Financial
      Statements
    82. Management's
      Discussion and Analysis of Financial Condition or Plan of
      Operations
    153.Controls
      and Procedures
    20

**PART
II**
**OTHER
INFORMATION**

2.Unregistered
      Sales of Equity Securities
    206.Exhibits
    21Signatures
    22**


****





**GigaBeam
Corporation**
Development
Stage Company





Part 1 -
Financial Information, Item 1 - Financial Statements





Unaudited
Consolidated Condensed Balance Sheet





ASSETS
    
    
    March
      31,
      2005
    
    
    December
      31,
      2004Current
      assets:Cash
      and cash equivalents
    
    $
    835,402
    
    $
    1,742,716Inventories
    
    
    1,215,463
    
    
    674,973Prepaid
      expenses and other current assets
    
    
    319,552
    
    
    293,690Total
      current assets
    
    
    2,370,417
    
    
    2,711,379Property
      and equipment, net
    
    
    875,580
    
    
    141,821Restricted
      cash
    
    
    160,405
    
    
    -Other
      assets
    
    
    112,096
    
    
    81,273Debt
      issuance costs, net
    
    
    673,836
    
    
    -Deferred
      charges
    
    
    429,000
    
    
    429,000Total
      assets
    
    $
    4,621,334
    
    $
    3,363,473LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
    
    $
    1,012,476
    
    $
    1,101,793Accrued
      liabilities
    
    
    728,013
    
    
    783,167Current
      portion of capital lease obligation
    
    
    205,767
    
    
    -Total
      current liabilities
    
    
    1,946,256
    
    
    1,884,960Capital
      lease obligation, non-current
    
    
    98,625
    
    
    -Convertible
      note payable, net of discount
    
    
    1,368,523
    
    
    -Total
      liabilities
    
    
    3,413,404
    
    
    1,884,960Stockholders’
      equityCommon
      stock, $.001 par value, authorized40,000,000
      shares; issued and outstanding4,779,340
      shares at 3/31/05; 4,603,440 sharesat
      12/31/04
    
    
    4,779
    
    
    4,603Additional
      paid in capital
    
    
    12,485,074
    
    
    9,024,121Deferred
      compensation
    
    
    (41,602
    )
    
    (45,211
    )Deficit
      accumulated during the development stage
    
    
    (11,240,321
    )
    
    (7,505,000
    )Total
      stockholders’ equity
    
    
    1,207,930
    
    
    1,478,513Total
      liabilities and stockholders’ equity
    
    $
    4,621,334
    
    $
    3,363,473





*See
unaudited notes to consolidated condensed financial
statements.*





3
 **GigaBeam
Corporation**
Development
Stage Company







Unaudited
Consolidated Condensed Statement of Operations





Three
      months
      ended
      March
      31, 2005
    
    
    January
      5, 2004 (inception) to
      March
      31, 2004
    
    
    January
      5, 2004
      (inception)
      toMarch 31, 2005Operating
      expenses:Research,
      engineering and development
    
    $
    1,272,283
    
    $
    415,831
    
    $
    5,675,782General
      and administrative
    
    
    773,954
    
    
    354,172
    
    
    2,297,857Selling
      and marketing
    
    
    511,857
    
    
    80,407
    
    
    1,153,022Link
      operations
    
    
    151,977
    
    
    -
    
    
    416,903Total
      operating expenses
    
    
    2,710,071
    
    
    850,410
    
    
    9,543,564Other
      income (expense):Interest income
    
    
    4,629
    
    
    -
    
    
    11,682Interest
      expense
    
    
    (1,029,879
    )
    
    (37,941
    )
    
    (1,708,439
    )Total
      other income (expense)
    
    
    (1,025,250
    )
    
    (37,941
    )
    
    (1,696,757
    )Net
      loss
    
    $
    (3,735,321
    )
    $
    (888,351
    )
    $
    (11,240,321
    )Net
      loss per share, basic and diluted
    
    $
    (0.81
    )
    $
    (0.34
    )
    $
    (3.54
    )Weighted
      average shares outstanding, basic and diluted
    
    
    4,634,785
    
    
    2,600,374
    
    
    3,175,850


**


*See
unaudited notes to consolidated condensed financial
statements.*





4
 **GigaBeam
Corporation**
Development
Stage Company


Unaudited
Consolidated Condensed Statement of Cash Flows







Three
      months
      endedMarch 31, 2005
    
    
    January
      5, 2004 (inception) to
      March
      31,2004
    
    
    January
      5, 2004
      (inception) to
      March 31, 2005Cash
      flows from operating activities:Net
      loss
    
    $
    (3,735,321
    )
    $
    (888,351
    )
    $
    (11,240,321
    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      of debt discount and beneficial conversion feature
    
    
    987,063
    
    
    20,000
    
    
    987,063Non-cash
      interest expense
    
    
    -
    
    
    -
    
    
    423,000Depreciation
      andamortization
    
    
    28,208
    
    
    65
    
    
    39,728Non-cash
      compensationexpenses
    
    
    114,586
    
    
    7,477
    
    
    255,212Non-cash
      research anddevelopment
      expense
    
    
    -
    
    
    -
    
    
    200,000Changes
      in operating assets and liabilities:Inventory
    
    
    (540,490
    )
    
    -
    
    
    (1,215,463
    )Prepaid
      expenses and othercurrent
      assets
    
    
    (25,862
    )
    
    -
    
    
    (319,552
    )Accounts
      payable
    
    
    (89,317
    )
    
    64,134
    
    
    1,012,478Accrued
      liabilities
    
    
    (55,154
    )
    
    259,854
    
    
    728,011Net
      cash used in operating activities
    
    
    (3,316,287
    )
    
    (536,821
    )
    
    (9,129,844
    )Cash
      flows used for investing activities:Purchases
      of property and equipment
    
    
    (441,044
    )
    
    (20,792
    )
    
    (593,635
    )Restricted
      cash
    
    
    (160,405
    )
    
    -
    
    
    (160,405
    )Acquisition
      of patents
    
    
    (25,000
    )
    
    -
    
    
    (70,000
    )Deposits
    
    
    (6,990
    )
    
    -
    
    
    (44,013
    )Net
      cash used for investing activities
    
    
    (633,439
    )
    
    (20,792
    )
    
    (868,053
    )Cash
      flows provided by financing activities:Issuance
      of common stock, net of costs
    
    
    -
    
    
    1,172
    
    
    5,490,887Proceeds
      from notes payable
    
    
    -
    
    
    -
    
    
    3,425,000Repayments
      of capital lease
    
    
    (15,364
    )
    
    -
    
    
    (1,140,364
    )Issuance
      of convertible debt, net
    
    
    2,169,481
    
    
    1,000,000
    
    
    2,169,481Exercise
      of warrants
    
    
    888,295
    
    
    -
    
    
    888,295Net
      cash provided by financing activities
    
    
    3,042,412
    
    
    1,001,172
    
    
    10,833,299






5
 **GigaBeam
Corporation**
Development
Stage Company


Unaudited Consolidated Condensed Statement of Cash
Flows







Three
      months
      ended
      March
      31, 2005
    
    
    January
      5, 2004
      (inception) to
      March 31, 2004
    
    
    January
      5, 2004
      (inception)
      to
      March 31, 2005Net
      increase (decrease) in cash and cash equivalents
    
    
    (907,314
    )
    
    443,559
    
    
    835,402Cash
      and cash equivalents at the beginning of the period
    
    
    1,742,716
    
    
    -
    
    
    -Cash
      and cash equivalents at the end of the period
    
    $
    835,402
    
    $
    443,559
    
    $
    835,402Supplemental
      disclosures:Cash
      paid for interest
    
    $
    -
    
    $
    -
    
    $
    678,560Non-cash
      investing and financingtransactions:Common
      stock issued in connection with deferred charges
    
    $
    -
    
    $
    429,000
    
    $
    429,000Conversion
      of debt into common stock
    
    $
    -
    
    $
    -
    
    $
    2,500,000Issuance
      of warrants in connection with convertible debt
    
    $
    1,194,761
    
    $
    120,000
    
    $
    1,194,761Issuance
      of warrants and options in connection with debt issue
costs
    
    $
    384,835
    
    $
    -
    
    $
    384,835Capital
      lease obligation incurred to finance the purchase of
    equipment
    
    $
    319,756
    
    $
    -
    
    $
    319,756





*See
unaudited notes to consolidated condensed financial
statements.*





6
 **GigaBeam
Corporation**
Development
Stage Company







Unaudited
Consolidated Condensed Statement of Stockholders’ Equity


For the
Period January 5, 2004 (inception) to March 31, 2005


Common
      stock issuedShares
    
    
    Amount
    
    
    Additional
      Paid Capital
    
    
    Deferred
      Compensation
    
    
    Deficit
      Accumulated in DevelopmentStage
    
    
    TotalBalance,
      January 5, 2004 (inception)
    
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Issuance
      of common stock to founders
    
    
    2,478,990
    
    
    2,479
    
    
    (2,477
    )
    
    -
    
    
    -
    
    
    2Issuance
      of common stock to suppliers
    
    
    143,000
    
    
    143
    
    
    428,857
    
    
    -
    
    
    -
    
    
    429,000Issuance
      of warrants in connection with notes payable
    
    
    -
    
    
    -
    
    
    423,000
    
    
    -
    
    
    -
    
    
    423,000Deferred
      compensation
    
    
    -
    
    
    -
    
    
    57,730
    
    
    (57,730
    )
    
    -
    
    
    -Amortization
      of deferred compensation
    
    
    -
    
    
    -
    
    
    -
    
    
    12,519
    
    
    -
    
    
    12,519Issuance
      of common stock pursuant to initial public offering, net of
      expenses
    
    
    1,386,400
    
    
    1,386
    
    
    5,489,499
    
    
    -
    
    
    -
    
    
    5,490,885Issuance
      of common stock pursuant to conversion of convertible note
    
    
    495,050
    
    
    495
    
    
    2,499,505
    
    
    -
    
    
    -
    
    
    2,500,000Issuance
      of common stock pursuant to conversion of warrants
    
    
    100,000
    
    
    100
    
    
    -
    
    
    -
    
    
    -
    
    
    100Issuance
      of options to consultants and vendor
    
    
    -
    
    
    -
    
    
    128,007
    
    
    -
    
    
    -
    
    
    128,007Net
      Loss
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (7,505,000
    )
    
    (7,505,000
    )Balance,
      December 31, 2004
    
    
    4,603,440
    
    
    4,603
    
    
    9,024,121
    
    
    (45,211
    )
    
    (7,505,000
    )
    
    (1,478,513
    )Amortization
      of deferredcompensation
    
    
    -
    
    
    -
    
    
    -
    
    
    3,609
    
    
    -
    
    
    3,609Issuance
      of common stock pursuantto
      exercise of IPO warrants
    
    
    175,900
    
    
    176
    
    
    888,119
    
    
    -
    
    
    -
    
    
    888,295Issuance
      of warrants in connectionwith
      $2.5M convertible notes
    
    
    -
    
    
    -
    
    
    1,194,761
    
    
    -
    
    
    -
    
    
    1,194,761Issuance
      of warrants and options inconnection
      with debt issue cost
    
    
    -
    
    
    -
    
    
    384,835
    
    
    -
    
    
    -
    
    
    384,835Beneficial
      conversion factor
    
    
    -
    
    
    -
    
    
    882,261
    
    
    -
    
    
    -
    
    
    882,261Issuance
      of options to consultants
    
    
    -
    
    
    -
    
    
    110,977
    
    
    -
    
    
    -
    
    
    110,977Net
      Loss
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (3,735,321
    )
    
    (3,735,321
    )Balance,
      March 31, 2005
    
    $
    4,779,340
    
    $
    4,779
    
    $
    12,485,074
    
    $
    (41,602
    )
    $
    (11,240,321
    )
    $
    (1,207,930
    )


**


*See
unaudited notes to consolidated condensed financial
statements.*






7
 **GigaBeam
Corporation**
 Development
Stage Company




Unaudited
Notes to Consolidated Condensed Financial Statements





1.
Description of the Business:





GigaBeam
Corporation (“GigaBeam” or the “Company”), a development stage company, was
incorporated in the State of Delaware on January 5, 2004. The Company’s fiscal
year ends on December 31 of each year.





The
Company’s primary business is to design, develop, sell, lease, rent, install and
service point-to-point communications links capable of transmission speeds at or
in excess of a gigabit-per-second under the trade name “WiFiberTM.” The Company’s
products will initially operate in the 71-76 GHz and 81-86 GHz spectrum bands.
The Company believes that the unprecedented amount of bandwidth provided by
these spectrum blocks and the quality of its proprietary product designs will
allow for wireless communications at previously unattainable fiber-equivalent
speed and reliability. The Company also believes that it was one of the first
entrants into this new and emerging market with the commercial deployment of its
first communications link in March 2005.





Primary
activities to date have consisted of securing financing, developing strategic
alliances associated with the development of its technology, design, development
and deployment of its initial *GigE* product
and initial sales and marketing. In October 2004, the Company completed its
initial public offering (IPO), generating net proceeds of approximately $5.5
million. In February 2005, the Company completed a private placement of $2.5
million principal amount of 8% convertible notes and common stock purchase
warrants, generating net proceeds of approximately $2.1 million. As of May 13,
2005, the Company had generated gross proceeds of $500,550 in the initial
closings of a private placement of the Company's 10% Series A
redeemable preferred stock and common stock purchase warrants in connection
with, as of May 13, 2005, the Company had paid a placement agent fees of
approximately $57,565. In addition, as of May 13, 2005, the Company had
received $888,295 from the exercise of warrants issued in connection
with the Company's IPO.





*Basis
of Presentation*





The
interim financial statements included herein are unaudited and have been
prepared by the Company, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been omitted pursuant to
such rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading.





These
statements contain all normal recurring adjustments that, in the opinion of
management, are necessary for fair presentation of the information contained
herein. These financial statements should be read in conjunction with the
consolidated condensed financial statements and notes thereto included in the
Company’s December 31, 2004 audited financial statements on Form 10-KSB. The
Company adheres to the same accounting policies in preparation of interim
financial statements.





8





2.
Summary of Significant Accounting Policies:





*Consolidation*





The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary. Intercompany accounts and transactions have been
eliminated in consolidation.





*Cash
and Cash Equivalents*





Cash
equivalents consist of highly liquid investments, which are readily convertible
into cash and have original maturities of three months or less.





*Concentration
of Credit Risk*





Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and cash equivalents. The Company
deposits its cash with financial institutions that the Company considers to be
of high credit quality.





*Inventories*





Inventories
consist of materials, including various component parts, power supplies,
encoders, circuit boards, multipliers, synthesizers, mechanical housings and
mounts and are stated at the lower of cost or market using the first-in,
first-out method.





*Property
and Equipment*





Property
and equipment and web-site development are recorded at cost less accumulated
depreciation and amortization. Depreciation and amortization are computed using
the straight-line method over the estimated useful lives, ranging from three to
seven years. Maintenance and repairs are expensed as incurred.





*Revenue
Recognition*





The
Company is a development stage company, has not generated revenue to date, and
does not anticipate generating sales from shipments of its point-to-point
wireless communications link hardware, and related service and maintenance
programs until the end of the first half of 2005. Revenue from sales of hardware
will be recognized upon the successful installation of products assuming
collectability is reasonably assured and the fee is fixed. Revenue from
maintenance contracts will be recognized over the term of the contract on a
straight-line method. Revenue from service contracts will be recognized as the
services are performed.





9




2.
Summary of Significant Accounting Policies: - *(Continued)*





*Research,
Engineering and Development*





Internal
research, engineering and development expenses are expensed as incurred. The
Company has entered into agreements with third parties in connection with
development collaborations of its technology. Amounts charged by third parties
in accordance with these Agreements,
which are deemed to correlate to costs incurred by such parties, are expensed as
incurred.





*Net
Loss Per Share*





Basic
loss per share is computed by dividing loss available to common shareholders by
the weighted average number of common shares outstanding for the period. Diluted
loss per share reflects, in periods in which they have a dilutive effect, the
effect of common shares issuable upon the exercise of stock options and
warrants. Diluted loss per share amounts are the same as basic amounts because
the impact of the stock equivalents was anti-dilutive. The following securities
were excluded from the computation of diluted loss per common share for the
period because their effect is anti-dilutive:





Number
      of SharesNotes
      convertible into common stock
    
    
    312,500Options
      to purchase common stock
    
    
    722,110Warrants
      to purchase common stock
    
    
    2,090,571





*Income
Taxes*





The
Company accounts for its income taxes using the liability approach under which
deferred taxes are determined based upon the differences between the financial
statement and tax bases of assets and liabilities using enacted rates in effect
in the years in which the differences are expected to reverse. Valuation
allowances are provided against deferred tax assets when management is uncertain
as to the ultimate realization of the asset.





*Use
of Estimates*





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.




10





2.
Summary of Significant Accounting Policies: - *(Continued)*





*Stock-Based
Compensation*





The
Company accounts for employee related stock compensation under the principles of
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
Employees”, and its interpretations. As a result, the Company recognizes
compensation expense equivalent to the excess of fair value of the common stock
over the exercise price of the option at the date of grant.





As
required under Statement of Financial Accounting Standards SFAS No. 123 and SFAS
No. 148, *Accounting
for Stock-Based Compensation Transition and Disclosure* (“SFAS
148”), the pro forma effects of recognizing the fair value of stock-based
compensation on net loss has been estimated at the date of grant and shown
below.





For
purposes of the following pro forma disclosures, the estimated fair value of the
options is assumed to be expensed over the options’ vesting periods.


For the three
      months
      ended
      March
      31, 2005
    
    
    For the Period
      January 5, 2004
      (inception) to
      March 31, 2004
    
    
    For
      the Period
      January
      5, 2004
      (inception)
      to
      March
      31, 2005Net
      loss as reported
    
    $
    (3,735,321
    )
    $
    (888,351
    )
    $
    (11,240,321
    )Less:
      Stock-based employee compensationdetermined
      under the intrinsic value methodfor
      all awards
    
    
    3,609
    
    
    2,477
    
    
    16,128Add:
      Stock-based employee compensationexpense
      determined under fair value basedmethod
      for all awards
    
    
    (83,612
    )
    
    (2,084
    )
    
    (264,927
    )Pro
      forma net loss
    
    $
    (3,815,324
    )
    $
    (887,958
    )
    $
    (11,489,120
    )Pro
      forma net loss per share, basic and dilutive
    
    $
    (0.82
    )
    $
    (0.34
    )
    $
    (3.62
    )Weighted
      average shares outstanding, basicand
      diluted
    
    
    4,634,785
    
    
    2,600,374
    
    
    3,175,850




The fair
value of each option is estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions:





Black-Scholes
      Assumptions:Expected
      volatility
    
    
    85
    %Risk
      free interest rate
    
    
    3.5
    %Dividend
      yield
    
    
    0
    %Expected
      life (range in years)
    
    
    4
      yrs.





11




2.
Summary of Significant Accounting Policies: - *(Continued)*





The
Company accounts for options issued to non-employees at fair value. Such value
is recorded over the vesting period of related options. The fair value of the
options is re-valued at each reporting period and the compensation expense for
that period is adjusted accordingly.





*Recent
Accounting Pronouncements*





On
December 16, 2004, the FASB issued SFAS Statement No. 123 (revised 2004), *“Share-Based
Payment”* (SFAS
123 (R)), which is a revision of SFAS 123. SFAS 123(R) supersedes ARB No. 25 and
amends FASB Statement No. 95, *“Statement
of Cash Flows”* .
Generally the approach in SFAS 123(R) is similar to the approach described in
SFAS 123. However, SFAS 123(R) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the statement of
operations based on fair values. Pro forma disclosure is no longer an
alternative upon adopting SFAS 123(R).





SFAS
123(R) is effective as of the beginning of the first fiscal reporting period
that begins after December 15, 2005. SFAS 123(R) permits public companies to
adopt its requirements using one of two methods:





·
    A
      “modified prospective” method in which compensation cost is recognized
      beginning with the effective date (a) based on the requirements of SFAS
      123(R) for all share-based payments granted after the effective date and
      (b) based on the requirements of SFAS 123(R) for all awards granted to
      employees prior to the effective date of SFAS 123(R) that remain unvested
      on the effective date.





·
    A
      “prospective retrospective” method which includes the requirements of the
      modified prospective method described above, but also permits entities to
      restate based on the amounts previously recognized under SFAS 123(R) for
      purposes of pro forma disclosures either (a) all prior periods presented
      or (b) prior interim periods of the year of
adoption.





The
Company will adopt SFAS 123(R) using the modified prospective method on January
1, 2006, but has not yet determined the impact of adoption.





In December 2004, the FASB issued SFAS Statement No.
153, "Exchange of Nonmonetary Assets." SFAS 153 addresses the measurement of
exchange of nonmonetary assets. The provisions of this statement are effective
for nonmonetary asset exchanges occuring in fiscal periods beginning after June
15, 2005. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.





3.
Property and equipment:





Property
and equipment consists of the following:





March
      31,
      2005
    
    
    December
      31,
      2004Machinery
      and office equipment
    
    $
    845,952
    
    $
    126,355Furniture
      and fixtures
    
    
    15,439
    
    
    12,296Website
      development
    
    
    13,940
    
    
    13,940Leasehold
      improvements
    
    
    38,060
    
    
    -913,391
    
    
    152,591Less
      accumulated depreciation
    
    
    (37,811
    )
    
    (10,770
    )$
    875,580
    
    $
    141,821




12




3. Property and equipment: - *(Continued)*




Capital
lease assets are included in property and equipment as follows:





March
      31,
      2005
    
    
    December
      31,
      2004Machinery
      and office equipment
    
    $
    340,485
    
    $
    -Accumulated
      amortization
    
    
    (11,350
    )
    
    -$
    329,135
    
    
    -





4.
Convertible notes :





Convertible
notes consist of the following:





March
      31,
      2005
    
    
    December
      31,
      20048%
      senior notes payable
    
    $
    2,500,000
    
    $
    -Less
      discount
    
    
    (1,131,477
    )
    
    -$
    1,368,523
    
    
    -





On
January 28 and February 1, 2005, the Company issued 8% senior notes with an
aggregate principal amount of $2.5 million, due January 28, 2008 (“Notes”) in an
asset-backed financing. Additionally, warrants to purchase common stock were
issued in connection with the financing. The principal purpose of the financing
was to fund the Company’s accounts receivable and component and product
inventory in connection with the deployment of its products.





The
principal amount of the Notes is convertible at the election of the holders into
shares of the Company’s common stock at $8.00 per share, commencing April 1,
2005. One-half of the interest on the Notes is payable in cash, semi-annually
beginning July 31, 2005, and the balance is payable, on the earlier of the
notes’ maturity or conversion, in cash or, at each holder’s option, in shares of
common stock valued at the lesser of (i) $10.00 per share and (ii) the volume
weighted average per-share price of the common stock for the ten trading days
ended five business days prior to the applicable interest payment date. The
Notes are secured by substantially all of the Company’s assets as well as by the
personal pledge of shares of common stock of the Company by each of the
Company’s Chief Executive Officer and President.





The
warrants are exercisable to purchase an aggregate of 446,429 shares of common
stock at an exercise price of $7.00 per share from April 1, 2005 through January
28, 2011. The Company estimated the fair value of the warrants using the
Black-Scholes model. The resulting fair value of $1,194,761 was recorded as a
debt discount, which is being amortized over the term of the debt. The debt
discount was recorded as a reduction to convertible notes payable and the amortization
of the debt discount is being recorded as a component of interest expense.
During the three months ended March 31, 2005, the Company recorded amortization
of $63,284.





13





4.
Convertible notes: - *(Continued)*





In
connection with the issuance of the Notes, the Company paid issuance costs of
$330,519. In addition, the placement agent received warrants (identical to the
warrants issued to the investors in the financing) to purchase 44,642 shares of
common stock and options to purchase 31,250 shares of common stock for $8.00 per
share. The Company estimated the fair value of the placement agent warrants and
options using the Black-Scholes model to be $384,835. The resulting aggregate
debt issuance costs of $715,354 are being amortized as a component of interest
expense over the term of the debt. During the three months ended March 31, 2005,
the company recorded amortization of $41,518.





The
proceeds from the issuance of the Notes and warrants were allocated between the
Notes and the warrants based on the relative fair values of the components. The
portion of the proceeds allocated to the warrants was classified as additional
paid-in capital. The proceeds allocated to the Notes were compared to the fair
value of the common stock that would be received on the conversion and the
Company determined that a beneficial conversion feature existed. The Company has
estimated the fair value of such beneficial conversion feature to be
approximately $882,261 and recorded such amount as a debt discount. Such
discount was fully amortized to interest expense during the three months ended
March 31, 2005.





5.
Capital Lease:





In
February 2005, the Company entered into a capital lease for test equipment. As
of March 31, 2005, the future minimum payments under the lease are as
follows:





Year ended December 31,2005
    
    $
    228,0162006
    
    
    124,372Total payment obligation
    
    
    352,388Less amount representing interest
    
    
    (47,996
    )Present value of net minimum obligation
    
    
    304,392Less current portion
    
    
    (205,767
    )Non current portion
    
    $
    98,625





Payments
under the lease are secured by letters of credit totaling $160,405 which expire
in May 2006. The letters of credit are collateralized by restricted
cash.




6.
Subsequent Event:





As of May
13, 2005, the Company had issued an aggregate of 710 shares of 10% Series A
redeemable preferred stock with a stated value of $700 per share, and 71,000
common stock purchase warrants for gross proceeds of $500,550 in the initial
closings of a private placement of the Company's 10% Series A preferred stock
and common stock purchase warrants, in connection with, as of May 13, 2005, the
Company had paid a placement agent fees of approximately $57,565. As of May 13,
2005, the Board of Directors approved an additional grant of 57,200 options to
purchase common stock at an exercise price of $7.15 under the 2004 Stock Option
Plan to Mr. Don Peck, the Company's Vice President of Engineering.





14





**ITEM
2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS**




The
following discussion and analysis relate to our financial condition and results
of operations for the three months ended March 31, 2005 compared to the period
January 5, 2004 (inception) to March 31, 2004, and should be read in conjunction
with our financial statements and the related notes included elsewhere in this
report. This discussion and analysis contains forward-looking statements that
involve risks, uncertainties, and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including, but not limited to, those set forth under
“Certain Factors That May Affect Future Results” and elsewhere in this Quarterly
Report on Form 10-QSB.




**CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**




*Certain
statements in this Form 10-QSB constitute “forward-looking” statements within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical facts included in this Report,
including, without limitation, statements regarding our future financial
position, business strategy, budgets, projected costs and plans and objectives
of our management for future operations are forward-looking statements. In
addition, forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," or "continue" or the negative thereof or
variations thereon or similar terminology. Although we believe that the
expectations reflected in such forward looking statements are reasonable, we
cannot assure you that such expectations will prove to be correct. These forward
looking statements involve certain known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to
be materially different from any results, performances or achievements expressed
or implied by such forward-looking statements. Important factors that could
cause actual results to differ materially from our expectations, include,
without limitation, our limited operating history and operation as a development
stage company, our lack of revenues to date, our ability to meet our future
capital requirements, distinguish our products and gain market acceptance,
establish sales channels, source sufficient quantity of components, manufacture
our products in commercial quantities and source sufficient quantity of
components, and develop products that keep pace with industry standards, the
rate at which potential customers adopt our solutions, the performance of
strategic partners and third-party vendors, our strategic partners ability to
keep pace with industry advances, and the efforts of our senior management and
other risks set forth in our Annual Report on Form 10-KSB for the year ended
December 31, 2004 and other periodic reports we file with the Securities and
Exchange Commission . Undue reference should not be placed on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to update any forward-looking statements.*




PLAN
OF OPERATIONS




**Overview**




We are a
development stage company that was incorporated in Delaware on January 5, 2004
as GigaBeam Corporation. Our primary business is to design, develop, sell,
lease, rent, install and service point-to-point communications links capable of
transmission speeds in excess of a gigabit-per-second. Our products will
initially operate in the 70 GHz and 80 GHz bands. These products will be
marketed to network operators, communications and IT service providers, system
integrators and value added resellers, Fortune 500 companies, government and
military entities and other enterprises, including educational and financial
institutions, seeking to quickly and cost-effectively establish fiber-speed
wireless links between two or more buildings or between a building and the fiber
optic backbone in metropolitan areas.




Since our
inception in January 2004, we have concentrated our efforts primarily on the
design, development and engineering of our initial products, both internally and
in conjunction with our strategic partners, most of which has been funded with
$2.5 million in aggregate private convertible debt financing we received from
Ameristock Corp., one of our principal stockholders, prior to our October 2004
initial public offering, a $1.0 million bridge loan financing that we repaid in
full upon consummation of our initial public offering and approximately $5.5
million (before repayment of the bridge loan financing) in aggregate net
proceeds from our initial public offering. In January and February 2005, we also
received approximately $2.1 million in aggregate net proceeds from our sale of
$2.5 million principal amount of our 8% senior convertible notes and 446,429
common stock purchase warrants in a private financing. In addition, from January
1, 2005 through May 13, 2005, we have received an aggregate of $888,295 from the
exercise of 175,900 of our IPO warrants. As of May 13, 2005, we had generated
gross proceeds of $500,550 from the initial closings of a private placement
of our 10% Series A redeemable preferred stock and common stock purchase
warrants in connection with, as of May 13, 2005, we had paid a placement agent
fees of approximately $57,565. None of our products were commercially deployed
until March 2005 when we installed our first *GigE* link.




15





We have
not yet commenced generating any revenues and do not have sufficient capital to
meet our anticipated working capital needs through the first half of 2005. We
expect our operating expenses to increase in the future, particularly expenses
to complete the cost reduction schedule of our initial products and transition
to commercial deployment of our initial products. We anticipate funding our
short-term cash requirements by raising capital through additional debt and
equity financings (including our current private placement of 10% Series A
preferred stock and common stock purchase warrants) and to fund our operations
over the next 12 months through such financings and from anticipated revenues,
the exercise of warrants and accounts receivable financing. There can be no
assurance that we will be able to obtain additional capital or on what terms any
such capital could be obtained. If we are unable to obtain additional capital or
such capital proves cost prohibitive, we will need to change our business
strategy or reduce or scale back our operations to conserve cash until such
time, if ever, that sufficient proceeds from operations are generated.  Any
future sale of our equity securities would dilute the ownership and control of
our stockholders.




**Engineering
and product development**





In order
to effectively compete in our markets, we intend to invest significant resources
to quickly introduce and commercially deploy our initial products, develop
subsequent generations of these products and identify and address demand for new
solutions with additional products. We have in the past devoted the substantial
majority of our resources to completing the development of our first product,
the *GigE,* which we
commercially deployed in March 2005.  We are currently devoting resources
to completing the development of our *OC-48* unit
which we expect to deploy in the second half of 2005.





We
incurred expenses of $5,675,782 in connection with our research, engineering and
product development activities from inception (January 5, 2004) through March
31, 2005 and estimate that we will incur significant expenses in connection with
such activities during the remainder of 2005. Engineering and development
expenditures include engineering fees paid or to be paid to our suppliers as we
transition to commercial production of our initial products and salaries as we
plan to continue hiring employees in this area.





**Investment
in laboratory and production equipment**





During
the period from inception (January 5, 2004) through March 31, 2005 , we invested
approximately $736,724 in laboratory and production equipment and estimate that
we will spend approximately $500,000 for the purchase or lease of laboratory
test equipment, production and product testing equipment to be used by us in the
final assembly of our products and other related assets by the end of 2005.





**Manufacturing
plan**





All of
our proposed initial products have a modular design. With detailed designs of
our initial products complete and the necessary components and modules
(subassemblies) to produce these products substantially identified, we expect to
outsource the manufacture of the key components and modules to leading companies
in their respective fields, including some of our strategic partners, who are
currently adapting their particular components and/or modules to fit within our
product designs. The final assembly of our products’ modules and final quality
control testing of the finished products, however, will occur in-house at our
facilities. In time, we may also elect to contract out the final assembly and
testing of our products.





We spent
$1,215,463 on manufacturing inventory and materials from inception (January 5,
2004) through March 31, 2005. We estimate that we will spend a significant
amount on manufacturing activities during the remainder of 2005 as we commence
outsourced manufacturing activities for commercial production and plan to hire
employees in support of these activities.





16


****


**General
and administrative support**





We moved
into our current facilities located at 470 Springpark Place in Herndon, Virginia
in Suite 900 and Suite 950 in December 2004. Pursuant to a lease for Suite 900
and a sublease for Suite 950, we currently pay an aggregate rent and maintenance
expenses of $10,884.06 per month. At the end of the first quarter of 2005, we
opened a sales and marketing support office in Waltham, Massachusetts and an
engineering and manufacturing support office in Sunnyvale, California.





We spent
$2,297,857 on general and administrative services during the period from
inception (January 5, 2004) through March 31, 2005. We expect an increase in
internal personnel providing general and administrative support services over
the next twelve months as we continue to commercialize our initial product. We
plan to continue to hire and use our own employees to provide general and
administrative services, including a chief financial officer.




**CRITICAL
ACCOUNTING POLICIES**




Our
discussion and analysis of our financial condition and results of operations is
based on our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. Our significant
accounting policies are described in Note 2 to the Notes to Financial
Statements. The application of these policies requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosures of contingent assets and liabilities. On an
on-going basis we will evaluate our estimates including those related to revenue
recognition, research, engineering and development, bad debts and valuation of
goodwill and other intangibles.




***Revenue
Recognition***




As a
development stage company, we have generated no revenues to date. We do not
anticipate being able to recognize revenue from deployments of our
point-to-point wireless communications units and related service and maintenance
programs until the end of the first half of 2005. Revenue from sales of our
units will be recognized upon their successful installation ( *i.e.* , when
they have met contractually designated performance criteria). Revenue from
maintenance contracts will be recognized over the term of the contract on a
straight-line method. Revenue from service contracts will be recognized as the
services are performed.




***Research,
engineering and development***




Internal
research, engineering and development expenses are expensed as incurred. We have
entered into agreements with third parties in connection with development
collaborations relating to technology utilized in our products. Amounts charged
by third parties in accordance with these agreements, which are deemed to
correlate to costs incurred by such parties, are expensed as incurred.


****


**RESULTS OF
OPERATIONS**





**Three
Months Ended March 31, 2005 compared to the period January 5, 2004
(inception) to March 31, 2004.**




***Research,
engineering and development.*** Research,
engineering and development expenses increased to $1,272,282 for the quarter
ended March 31, 2005 compared to $415,831for the quarter ended March 31, 2004.
The significant increased in research, engineering and development spending
resulted primarily from the completion of the development of the GigE product,
including increased payments to contract engineering, compensation related costs
for additional internal engineering personnel and increased material costs used
in the design and development of our products. Research, engineering and
development expenses are expected to increase in subsequent quarters primarily
for development of next generation products and new products.




17


******


***General
and administrative.*** General
and administrative expenses increased to $773,954 for the quarter ended March
31, 2005 compared to $354,172 for the quarter ended March 31, 2004 The increase
in general and administrative expenses were mainly attributable to additional
internal personnel, benefits and related costs, insurance expense, and legal,
accounting, and professional fees, including costs incurred in connection with
the Note financing completed in February 2005 and contract accounting. General
and administrative expenses are expected to increase in subsequent quarters with
the employment of additional personnel and related costs.




***Selling
and marketing.*** Selling
and marketing expenses increased to $511,857 for the quarter ended March 31,
2005 compared to $80,407 for the quarter ended March 31, 2004. The increase was
primarily due to the addition of personnel and related costs, travel expenses,
supply costs and public relation and investor relations expenses.




***Link
operations*** *.* Link
operations expenses increased to $151, 977 for the quarter ended March 31, 2005
compared to $0 for the quarter March 31, 2004. The increase is attributable
primarily to the addition of personnel and related costs and travel expense. The
expenses for link operations are expected to increase in subsequent quarters as
a result of the anticipated continued deployment of initial
products.




***Interest
Expense*** *.* Interest
expense for the quarter ended March 31, 2005 was $1,029,879 consisting primarily
o f
additional interest relating to a beneficial conversion feature $882,261,
interest accrual and amortization of debt discount and issuance costs resulting
from the $2.5 million Note financing completed in February 2005.




***Cash
and Cash Equivalents.*** Cash and
cash equivalents decreased by $907,314 from $1,742,716 at December 31,
2004 to $835,402 at March 31, 2005. The decrease resulted primarily from
cash used in operations of $3,735,321, cash disbursements associated with the
acquisition of property and equipment of $441,044 and restricted cash of
$160,405, partially offset by the net proceeds from issuance of convertible
Notes of $2,169,481 and exercise of IPO warrants of $888,295.




18


****


**Net
Loss**





As a
result of the foregoing, we sustained a net loss of $3,735,321 for the three
months ended March 31, 2005 compared to a loss of $888,351 for the period from
January 5, 2004 (inception) to March 31, 2004.





**Liquidity
and Capital Resources**




Cash used
in operating activities was $3,735,321 for the quarter ended March 31, 2005
compared to $888,351 for the quarter ended March 31, 2004. Cash used in
operating activities is primarily derived from the net loss, as adjusted for
non-cash items such as depreciation, amortization of the debt discount,
acquisition of in-process research and development, stock option compensation,
issuance of a warrant to supplier, and changes in operating assets and
liabilities.


Inventories
increased by $540,490, from $674,973 at December 31, 2004 to $1,215,463 at March
31, 2005. The increase was attributable to purchases of materials in preparation
of commercial production of our initial products in subsequent
quarters.




Net cash
used in investing activities was $633,439  for the
three months ended March 31, 2005, including property and equipment purchases of
$441,044 and acquisition of patents of $25,000. Capital
lease obligations increased from $0 at December 31, 2004 to $304,392 at March
31, 2005 in connection with financing the acquisition of a vector network
analyzer. The capital lease obligations are secured by letters of credit which
are collateralized by restricted cash of $160,405 as of March 31, 2005.





The
aggregate net proceeds from our IPO completed in October 2004 were approximately
$5.5 million. For the quarter ended March 31, 2005, we received approximately
$2.1 million in net proceeds from the sale of $2.5 million principal amount of
our 8% senior convertible notes due January 28, 2008 and 446,429 common stock
purchase warrants in an asset-backed financing. In addition, as of May 13, 2005,
we had received $888,295 in net proceeds during 2005 from the exercise of
175,900 of warrants issued to investors in connection with the IPO. As of May
13, 2005, we had generated gross proceeds of $500,550 from the sale of 710 of
our 10% Series A redeemable preferred stock and 71,000 common stock purchase
warrants in connection with, as of May 13, 2005,  we had paid a placement
agent fees of approximately $57,565. We commenced commercial operations with the
shipment of our first *Gig-E* units in
March 2005 but do not expect to generate revenue until the end of the first half
of 2005.


***Convertible
Notes.*** Convertible notes payable increased from $0 at December 31, 2004 to $1,368,523
at March 31, 2005 consisting of principal of $2.5 million, net of a discount of
$1,131,477. The increase is attributable to the issuance of our 8% convertible
Notes completed in February 2005. In connection with the issuance of the Notes,
warrants to purchase 446,429 shares of our common stock were issued to the note
holders. The fair value of the warrants was determined using the Black-Scholes
model and the resulting fair value of $1,194,761 was recorded as a debt discount
which is being amortized to interest expense over the term of the Notes. It was
determined that the Notes contained a beneficial conversion feature of $882,261
which was charged to interest expense in the first quarter of 2005. In
connection with the issuance of the Notes, we recorded debt issuance costs of
$715,354 which are being amortized to interest expense over the term of the
Notes.
 
 Additional
paid in capital increased from $9,024,121 by $3,460,953 to $12,485,074 at March
31, 2005. The increase was primarily the result of the exercise of the IPO
warrants of $888,295 and the recording of debt discount, debt issuance costs,
and a beneficial conversion feature relating to the issuance of the Notes
totaling $2,461,857.


We expect
our cash requirements to increase in future periods to fully implement our
business plan, including the continued commercialization and deployment of the *GigE* product,
and the development and general commercial deployment of our next three
products, the OC-48 which is expected to be deployed in the second half of 2005
and the *10
GigE* and the *OC-192* which
are expected to be deployed in 2006. Based upon the our current plan of
operations for 2005, we currently do not have sufficient capital to meet our
anticipated working capital needs through June 2005. We expect to fund
short-term cash requirements by raising additional debt and equity
financings (including our current private placement of 10% Series A
redeemable preferred stock and common stock purchase warrants) and to fund our
operations over the next 12 months through such financings as well as from
anticipated product sales, accounts receivable financing and the exercise of
warrants. If such financings are not successful or are unavailable, or are cost
prohibitive, we will need to scale back operations to conserve cash until such
time, if ever, that we generate sufficient proceeds from operations. There
can be no assurance that we will ever be able to raise additional capital
or on what terms any such capital would be available, and the inability to do so
could require us to significantly change or curtail operations. Any future
sale of our equity securities would dilute the ownership and control
of our stockholders.




In light
of the embryonic nature of our target markets and the wireless point-to-point
industry in general, as well as our limited history, it is difficult for our
management to fully identify and assess any trends or uncertainties that would
affect our liquidity or overall financial condition. Some known factors that
could affect our liquidity and overall financial condition are the successful
testing of our products, widespread customer acceptance and usage of the
relatively new wireless point-to-point technology and the newly authorized 70
GHz and 80 GHz frequencies for commercial use, and the increasing penetration of
broadband Internet access in the mainstream market. If any of these trends or
uncertainties changes unfavorably, we may not be able to recognize revenues or
obtain accounts receivable financing as currently anticipated, thereby forcing
us to seek additional equity or debt financing, reduce our expenditures and/or
scale back or curtail our operations.




19


****


**ITEM
3. CONTROLS AND PROCEDURES**




Under the
supervision and with the participation of management, including our Chief
Executive Officer, who is acting as our Principal Financial Officer we evaluated
the effectiveness of our disclosure controls and procedures (as defined in the
Exchange Act Rule 13a-15(e) and 15d-15(e)),as of the end of the period covered
by this report. Based on this evaluation, we concluded that our disclosure
controls and procedures are effective in reaching a reasonable level of
assurance that information required to be disclosed by us in the reports that we
file or submit under the Securities and Exchange Act of 1934 is recorded,
processed, summarized and reported within the time period specified in the
Securities and Exchange Commission’s rules and forms.




There has
been no change in our internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f))during the period covered by this
quarterly report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. Our
management, including our Chief Executive Officer/Principal Financial Officer,
does not expect that our disclosure controls and procedures or our internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our company have been detected.




**Part
II. Other Information**




**2.
Changes in Securities**




In
February 2005, we completed an asset-backed note financing pursuant to which we
received aggregate net proceeds of $2,169,481 from several accredited investors
in return for which we issued to them an aggregate of $2.5 million principal
amount of our 8% senior convertible notes due January 28, 2008 and warrants for
the purchase of an aggregate of 446,429 shares of our common stock at an
exercise price of $7.00 per share until January 28, 2011. The principal amount
of these 8% notes is convertible at the election of the holders into shares of
our common stock at the conversion rate of $8.00 per share. One-half of the
interest on the notes will be payable in cash, semi-annually beginning July 31,
2005 and the balance will be payable on the earlier of their maturity or
conversion, in cash or, at each holder’s option, shares of our common stock
valued at the lesser of (i) $10.00 per share and (ii) the volume weighted
average per share price of our common stock for the ten trading days ended five
business days prior to the applicable interest payment date. The warrants issued
in this note financing are redeemable under certain circumstances, in whole but
not in part, commencing 30 days after the effectiveness of the registration
statement we filed on behalf of investors on May 5, 2005. The principal purpose
of this note financing was to fund our accounts receivable and component and
product inventory in connection with the deployment of our initial product,
which commenced in March 2005. Our 8% senior convertible notes are secured by
substantially all of our assets, as well as by the personal pledge of shares of
our common stock by Mr. Slaughter, our Chief Executive Officer, and
Mr. Lockie, our President. The note holders have the right to convert all
or a portion of the then outstanding principal amount of their respective notes,
plus interest, into the Series A Preferred Stock and warrants being offered in
our current private financing.





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**6.
Exhibits**





4.1
    Form of Private Warrant Certificate
      (1).4.2
    Purchase Option in favor of HCFP/Brenner
      Securities LLC ("HCFP") (1).10.1
    Securities
      Purchase Agreement dated as of January 28, 2005 by and among the Company,
      HCFP and the investors listed therein (1).10.2
    Form of 8% Senior Note of the Company due
      2008 (1).10.3
    General
      Security Agreement dated as of January 28, 2005 by and between the Company
      and the collateral agent for the ratable benefit of the holders of the
      Notes (1).10.4
    Stock
      Pledge Agreement dated as of January 28, 2005 by and among Louis S.
      Slaughter, Douglas Lockie and the collateral agent for the ratable benefit
      of the holders of the Notes (1).10.5
    2004 Stock Option Plan, as amended
    (2).31.1
    Certification
      of the Chief Executive Officer and Acting Chief Financial Officer Pursuant
      to Rule 13a-15(e) of the Securities Exchange Act of 1934, as
      amended.32.1
    Certification
      of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.


________________________


(1)
Incorporated by reference to the applicable exhibit filed with the Company’s
Current Report on Form 8-K for the event dated January 28, 2005.





(2)
Incorporated by reference to the applicable exhibit filed with the Company’s
Current Report on Form 8-K for the event dated March 25, 2005.








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**Signatures**





In
accordance with the requirements of the Exchange Act, the issuer has caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.





GigaBeam
Corporation





By: /s/
Louis S. Slaughter


Louis S.
Slaughter


Chief
Executive Officer


(Principal Executive Officer and Principal
Financial Officer)





Date: May
15, 2005





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