<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

[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.

0r

[ ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934 for the Transition Period From _____________ to
     _____________

Commission File Number 001-12565

                      CHAMPION COMMUNICATION SERVICES, INC.

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<S>                                         <C>
            DELAWARE                                     76-0448005
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
</TABLE>

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<S>                                                      <C>
1610 WOODSTEAD COURT, SUITE 330
      THE WOODLANDS, TEXAS                                  77380
 (Address of Principal Offices)                          (Zip Code)
</TABLE>

                                 (281) 362-0144
                (Issuer's Telephone Number, including area code.)

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

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Title of Each Class   Name of Exchange on which Registered
-------------------   ------------------------------------
<S>                   <C>
        NONE                          NONE
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Securities registered under Section 12(g) of the Exchange Act:

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          Title of Each Class            Name of Exchange on which Registered
          -------------------            ------------------------------------
<S>                                      <C>
COMMON STOCK, PAR VALUE $.01 PER SHARE                   NONE
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Check whether the issuer (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 periods that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes [X] No [ ]

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

State issuer's revenues for its most recent fiscal year: $1,399,644

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and ask prices of such stock, as of a specified date
within the past 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act.)

As of March 13, 2006, there were 4,318,897 shares of common stock, $0.01 par
value, of the registrant outstanding. The aggregate market value of the voting
stock held by non-affiliates of the registrant as of March 13, 2006 was $565,034
based upon the average bid and ask price of the common stock on such date of
U.S. $0.30 per share. For purposes of this computation, all executive officers,
directors and 10% stockholders were deemed affiliates. Such a determination
should not be an admission that such executive officers, directors or 10%
stockholders are affiliates.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES

                                      INDEX

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                                                                     PAGE NUMBER
                                                                     -----------
<S>                                                                  <C>
GLOSSARY OF TERMS ................................................         i

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS .................................         1
ITEM 2.  DESCRIPTION OF PROPERTY .................................        11
ITEM 3.  LEGAL PROCEEDINGS .......................................        11
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .....        11

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES ....        11
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS .....................        13
ITEM 7.  FINANCIAL STATEMENTS ....................................        17
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE .....................        17
ITEM 8A. CONTROL AND PROCEDURES ..................................        17

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE
         ACT .....................................................        18
ITEM 10. EXECUTIVE COMPENSATION ..................................        19
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS ..............        20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..........        21
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ........................        21
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ..................        24
SIGNATURES .......................................................        25
CERTIFICATION BY ALBERT F. RICHMOND PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002 .......................................        26
CERTIFICATION BY PAMELA R. COOPER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002 .......................................        27
</TABLE>
<PAGE>

GLOSSARY OF TERMS

Terms used herein, even if not capitalized, have the following meanings:

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Airtime Charges                Charges to users of wireless communications
                               services based on the actual minutes of use.

Analog                         A transmission method employing a continuous
                               (rather than pulsed or digital) electrical signal
                               that varies in amplitude or frequency in response
                               to changes in sound or other input impressed on a
                               transducer in the sending device. Current SMR
                               technology primarily uses analog transmission.

Bandwidth                      The relative range of frequencies that can be
                               passed through a transmission medium between two
                               defined limits without distortion. The greater
                               the bandwidth, the more information the medium
                               can carry. Bandwidth is measured in Hertz.

Base Station                   A station located at a specified site authorized
                               to communicate with mobile stations.

Basic Trading Area ("BTA")     As defined by Rand McNally, one of 492 rural
                               areas used for PCS licensing.

Channel                        A pathway for the transmission of information
                               between a sending point and a receiving point;
                               also referred to as "frequency." In SMR, a
                               channel refers to a set of paired send and
                               receive frequencies. Thus, a five-channel 800 MHz
                               SMR actually has 10-25 kHz channels: five send
                               channels and five receive channels.

Co-channel                     Relates to the authorization or operation of two
                               transmitters on the same frequency, normally
                               separated by some defined distance. Co-channel
                               operators may not interfere with each other
                               unless separated by sufficient distance or
                               operated in a coordinated manner.

Commercial Mobile Radio        Mobile services licensed by the FCC that are
Service ("CMRS")               provided for profit, are interconnected to the
                               PSN and are available to the general public on a
                               non-discriminatory basis. These CMRS providers
                               historically have been referred to as "common
                               carriers."

Community Repeater ("CR")      Conventional two-way radio systems licensed by
                               the FCC that consist of a control station, a
                               repeater station and mobile and/or portable
                               radios. The repeater is shared by otherwise
                               unrelated users.

Conventional System            A method of operation in which one or more radio
                               frequency channels are assigned to mobile and
                               base stations but are not employed as a trunked
                               group. A conventional system allows an end user
                               the use of only a single channel. If someone else
                               already is using that end user's assigned
                               channel, the end user must wait until the channel
                               is available.

Digital                        A method of storing, processing and transmitting
                               information through the use of distinct
                               electronic or optical pulses. Digital
                               transmission and switching technologies employ a
                               sequence of discrete, distinct pulses to
                               represent information, as opposed to the
                               continuously variable analog signal.
</TABLE>


                                       i

<PAGE>

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<S>                            <C>
Dispatch                       A service provided to customers who want to
                               transmit and receive short messages to and from a
                               fleet of vehicles operating within range of the
                               system's repeater.

800 MHz ("SMR")                As a group, the 280 channels of trunked SMR
                               frequencies in the 800 MHz band with 25 kHz
                               channel bandwidth. Some cellular radio
                               frequencies are also in the 800 MHz band. Radio
                               equipment used for 800 MHz SMRs is not compatible
                               with radio equipment used for 900 MHz SMRs.

Enhanced Specialized Mobile    SMR multi-site digital networks, which are
Radio ("ESMR")                 designed to provide integrated telecommunications
                               services, including wireless, telephone, paging,
                               data transmission and dispatch services. ESMR
                               generally is used as a dispatch technology,
                               although it also may be interconnected with the
                               PSN to provide mobile telephone services.
                               Champion does not provide ESMR services.

FCC                            Federal Communications Commission.

450-512 MHz Band               450-470 MHz - A group of frequencies operating
                               with a narrow channel bandwidth, which is shared
                               with an unlimited number of users (co-channel
                               operation) utilizing an unlimited number of
                               units. Thus, user exclusivity on a particular
                               frequency during a call is currently not
                               achievable in this band.

                               470-512 MHz - A group of frequencies operating
                               with a narrow channel bandwidth, an unlimited
                               number of users, and a limited number of units.
                               Thus, user exclusivity on a particular frequency
                               during a call is currently achievable in this
                               band.

Global Positioning System      A worldwide radio-navigation system of
("GPS")                        satellites. GPS uses these satellites as
                               reference points to calculate accurate physical
                               positions.

Hertz                          The unit for measuring the frequency with which
                               an electromagnetic signal cycles through the
                               zero-value state between lowest and highest
                               state. One Hertz (abbreviated Hz) equals one
                               cycle per second; kHz (kilohertz) stands for
                               thousands of Hertz; MHz (megahertz) stands for
                               millions of Hertz.

Loading                        The capacity utilization of a land mobile
                               communications system. The FCC requires licensees
                               of PMRS systems to load a specified number of
                               units per channel within a certain time frame or
                               before certain actions can be taken. If a
                               licensee does not meet this loading requirement,
                               the FCC may take back a proportionate number of
                               the licensee's unloaded channels.

Logic Trunked Radios ("LTR")   A technology commonly used in Trunked Systems.

Major Metropolitan Areas       Metropolitan areas (as defined by the U.S. Office
                               of Management and Budget) with a population of
                               1,000,000 or more.
</TABLE>


                                       ii

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Major Trading Areas ("MTAs")   Service areas based on the 47 areas contained in
                               Rand McNally's 1992 Commercial Atlas and
                               Marketing Guide, 123rd Edition, except that: (1)
                               Alaska is separate from Seattle, (2) Guam and
                               Northern Mariana Islands are licensed as a single
                               area, (3) Puerto Rico and the United States
                               Virgin Islands are licensed as a single area, and
                               (4) American Samoa is licensed as a single
                               MTA-like area. These modifications by the FCC
                               resulted in a total of 51 MTAs. A MTA license
                               authorizes a specific block of SMR Spectrum in
                               one (1) of 51 MTAs.

900 MHz SMR                    As a group, the 200 channels of trunked SMR
                               frequencies in the 900 MHz band with 12.5 kHz
                               channel bandwidth. The FCC initially licensed
                               these channels only in the top 50 markets. The
                               FCC has auctioned all 900 MHz SMR channels for
                               every MTA.

Paging                         A one-way communications service licensed by the
                               FCC that operates from a base station to mobile
                               or fixed receivers and that provides signaling or
                               information transfer by such means as tone,
                               tone-voice, tactile or optical readout. Paging
                               services are provided on several bands, including
                               the 450-512 MHz and 900 MHz bands.

Personal Communication         A wireless communication technology licensed by
Services ("PCS")               the FCC. It operates on the 900 MHz (narrowband)
                               and on the 2 GHz (broadband) frequency bands. PCS
                               is a radio communications service using mobile
                               and ancillary fixed communication technologies to
                               provide services for industry and business. This
                               service can be integrated with a variety of
                               competing networks. A broadband PCS, with a wider
                               channel bandwidth, provides a greater variety of
                               services than narrowband PCS (e.g., broadband PCS
                               can provide full voice and data transmission, but
                               narrowband PCS generally is limited to one-way
                               services).

Private Mobile Radio Service   Two-way radio operations licensed by the FCC that
("PMRS")                       offer dispatch and other wireless communications
                               services. These services generally cannot be
                               interconnected to the PSN. An operator may
                               provide such services on a discriminatory basis.
                               Operators that provide dispatch services in the
                               bands below 800 MHz are regulated as PMRS
                               licensees. These PMRS licensees historically have
                               been referred to as "private carriers."

Public Switched Network        Historically referred to as the "Public Switched
("PSN")                        Telephone Network" or "PSTN."

Repeater                       A device which automatically retransmits received
                               signals on an outbound circuit, generally in an
                               amplified form.

Roam(ing)                      A service offered by mobile communications
                               providers which allows a subscriber to use a
                               mobile phone while in the service area of another
                               carrier.

Site                           The location of a base station or repeater in a
                               radio communications system.
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                                      iii

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Specialized Mobile Radio       A radio system authorized by the FCC in which
("SMR")                        licensees provide mobile communications services
                               (other than radio location services) in the 800
                               MHz and 900 MHz bands on a commercial basis to
                               eligible entities, federal government entities
                               and individuals. It is generally used as a
                               dispatch technology, but also can be used to
                               provide data and facsimile services. SMR may be
                               interconnected with the PSN to provide telephone
                               interconnect services. SMR is offered typically
                               as a Trunked System but also may be offered as a
                               Conventional System.

Spectrum                       A term generally applied to the range of
                               electromagnetic radio frequencies used in the
                               transmission of sound, data, and television.

Switch                         A device that opens or closes circuits or selects
                               the paths or circuits to be used for transmission
                               of information. Switching is the process of
                               interconnecting circuits to form a transmission
                               path between users.

Talk 'N Track(TM)              Champion's service providing both voice and
                               vehicle tracking of the units of subscribers on
                               Champion's LTR systems.

T-Band                         The group of channels operating at 470-512 MHz
                               previously assigned to the UHF band.

Telephone Interconnect         Connection of a telecommunications device or
                               service to the PSN. In SMR, Telephone
                               Interconnect refers to the service provided to a
                               customer, which allows specified customer units
                               to have the capability to connect directly to the
                               PSN and thereby communicate with any other party
                               that can be reached over the PSN.

Trunked System                 A system that combines multiple channels with
                               unrestricted access in such a manner that user
                               demands for channels are automatically "queued"
                               and then allocated to the first available
                               channel. Compared to a Conventional System, this
                               method allows for the use of frequencies by a
                               greater number of users and provides faster
                               access, thereby reducing the likelihood of
                               network congestion.

UHF                            An ultra high frequency in the 450 - 512 MHz
                               bandwidth.

Unit                           A base, mobile or hand held radio.

Universal Licensing Service    The FCC's electronic system for filing PMRS and
("ULS")                        other wireless applications, coordination data,
                               and other accessory information.

Vehicle Tracking               The use of GPS and radio equipment to identify
                               the physical location of fleet vehicles.

Wireless Local Loop ("WLL")    A radio system providing communication from
                               subscriber to provider without wires. This
                               technology is especially useful in sparsely
                               populated areas and in areas with difficult
                               terrain. Champion's is a high site, high power
                               format.
</TABLE>


                                       iv

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

          This Annual Report on Form 10-KSB includes "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"). All statements other than
statements of historical information provided herein are forward looking and may
contain information about financial results, economic conditions, trends and
known uncertainties. Champion cautions the reader that actual results could
differ materially from those we expect, depending on the outcome of certain
factors, including those factors discussed in the Section of this Annual Report
on Form 10-KSB entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Specifically, there can be no assurance
that we will be able to compete effectively, be granted authorizations to
operate in international WLL markets, increase our utilization on our T-Band
systems, retain our key personnel or take any or all of the other actions in
this Annual Report. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Champion
undertakes no obligation to release to investors the result of any revisions to
these forward looking statements which may be made to reflect events or
circumstances after the date herein, including, without limitation, changes in
our business strategy or planned capital expenditures, or to reflect the
occurrence of unanticipated events.

                                   THE COMPANY

          We provide high-powered trunked radio dispatch services in the United
States, and internationally we market wireless local loop telephony systems
primarily for consumption in developing nations. We currently serve
approximately 255 trunked dispatch customers domestically in our Major
Metropolitan Areas utilizing just under 5,000 subscriber units (either radio or
base stations) in four states. Our customers are principally businesses and
government agencies located in our metropolitan areas. The principal customers
in our international markets are government agencies and private carriers
providing telephone service to remote towns and villages with low-density
populations.

          In 2004, we retained Cold Creek Consulting to offer for sale our North
American communication business, including infrastructure, FCC licenses, related
inventory and customers, subject to applicable FCC regulations. We received
considerable interest from a number of prospective buyers for individual markets
and small sections of markets, but we were not successful in selling our entire
North American portfolio. On December 29, 2004, an asset purchase agreement was
executed to sell the Illinois, Indiana and Florida regions. This sale, which was
effective January 1, 2005, closed in April of 2005. A rebanding decision
intending to relieve interference between public safety users and commercial
users on the 800 MHz bandwith reached in June of 2005 allowed affected parties
three years to implement and conclude their efforts. We anticipated this
rebanding decision would be a catalyst to generate an optimum market for our
systems. The program has not progressed rapidly and deadline extensions are
being requested only six months into the program; thus, we feel that for the
immediate future we must focus on the current operations. While we will continue
to entertain proposals for the sale of our assets, overall we anticipate
retaining and operating all of our existing systems.

          Operators of dispatch services are regulated by the FCC as PMRS
providers (i.e., private carriers) or as CMRS providers (i.e., common carriers).
An operator, like Champion, provides service pursuant to a frequency-specific,
site-specific FCC license. A repeater that is operated as a PMRS is subject to
less stringent regulatory requirements than a CMRS provider, such as cellular
and certain SMR or ESMR licensees. See "Current Business - Regulation."


                                       1

<PAGE>

          We offer dispatch services primarily in the 470-512 MHz band, or
T-Band. In the 470-512 MHz band, we operate repeaters utilizing our own FCC
licenses. None of our repeaters are interconnected to the PSN. Thus our private
carrier licenses are all in the PMRS category.

          In addition to our dispatch services, we offer vehicle tracking
solutions as an alternative to voice only. This provides the subscriber with
cost effective, real-time vehicle tracking and mobile data processing. We
believe that this technology, which is unregulated, is an effective business
tool for customers seeking to improve vehicle management.

          We had previously determined through external and internal research
that communication solution opportunities existed globally in developing
nations, primarily in Southeast Asia. A WLL test system was operational and
given preliminary approval by the Vietnamese government during 2001. Final
testing and approval of this WLL system was achieved in 2002 and our first
contract and installation was completed in December 2003. The field test
officially began in March 2005 and it is ongoing for one year. We expect to
complete this contract in the first quarter of 2006. Although the first
installation was a success, the difficult terrain, unpredictable weather
conditions, lack of basic infrastructure in the remote areas and deficiency of
qualified technical labor have resulted in considerable delays. However, we
persevered and the one-year warranty period will be met on March 1, 2006 with
only one subscriber unit being replaced. Although there are no assurances that
the sale of our WLL product in Vietnam will be successful, we intend to bid on
additional WLL projects in Vietnam and all of Southeast Asia as they occur.

          With respect to our international operations, we also determined that
digital dispatch communication opportunities exist throughout Southeast Asia. We
have conducted preliminary discussions with several investment banking firms
about raising funds for the installation and operation of digital dispatch
systems in Southeast Asia. In tandem with these discussions, we have also
explored the possibility of acquiring a Southeast Asian company with digital
dispatch capabilities. However, since all of these discussions are very
preliminary, we can give no assurances that we will successfully raise
sufficient funds to acquire a Southeast Asian company or otherwise to expand our
international business operations. Our inability to obtain adequate financing to
expand our Southeast Asian operations will likely result in the need to curtail
our international business operations and focus solely on the operation of our
North American assets.

          We were formed as a Delaware corporation in 1994. Our principal place
of business is 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380. Our
telephone number is (281) 362-0144.

                              THE DISPATCH INDUSTRY

OVERVIEW

          Most businesses or service organizations with mobile work forces
require the ability to communicate with employees in order to conduct their
operations efficiently. With today's environment, businesses also require up to
date vehicle tracking and data messaging for their fleets of vehicles serving
increasingly mobile work forces. These businesses rely on radio communications
as a tool to control resources, personnel, material and equipment in a
cost-effective manner. Dispatch services, combined with vehicle tracking,
improve the efficiency and response time of such businesses and organizations.

          The dispatch industry is a distinct segment of the wireless
communications industry, which also includes wireless telephone (cellular, PCS
and satellite), paging and data transmission services. Wireless telephone
services are designed for personal communications by providing two-way
communication among individuals. In contrast, dispatch services provide for the
immediate transmission of information, whether voice messages or data, to groups
of mobile or portable radio


                                       2

<PAGE>

users, frequently referred to as "one to many". Companies use dispatch
services to communicate among others and to provide task assignment and
coordination. Dispatch services are designed to provide bi-directional group
communications and to allow the user to address entire groups, sub-groups or
individuals with simple and rapid push-to-talk call set-up procedures. Dispatch
conversations are typically short and allow for all participants to communicate
with each other simultaneously. Historically dispatch services have been less
expensive than other CMRS wireless communications services, such as 800 MHz and
900 MHz SMR, cellular and PCS, because the service is offered at a set fee per
billing period with no additional airtime charges or limitations to the maximum
number of minutes utilized in each billing period. The industry is changing, and
these other services are now offering dispatch packaged with other products,
which has created competition for us.

          Each segment of the wireless communications industry relies on a
different technology and serves distinct customer needs. We believe that
existing wireless services address distinct markets and generally do not compete
economically against each other, even though the wireless services now offer a
modified "push to talk" option and domestically the marketplace is becoming
saturated with communication solutions. We believe the wireless communications
industry will continue to grow with the emergence of new technologies and
applications, and this competition from the wireless communications industry may
have a significant adverse effect on our future revenue and operating results.

                                CURRENT BUSINESS

GENERAL

          We provide high-powered repeater dispatch services in North America in
Major Metropolitan Areas in four states. We currently have approximately 255
customers utilizing approximately 5,000 two-way radio units in the trunked
format. We provide our customers, which are primarily business and governmental
agencies, with dispatch communication services as well as options for vehicle
tracking. We are licensed by the FCC to operate our Trunked Systems serving
customers that do not have their own licenses.

          We operate our dispatch repeaters primarily in the 450-512 MHz
frequency band. We are not active in the 220 MHz, 800 MHz, and 900 MHz bands,
cellular or PCS segments of the wireless communications industry.

          450-512 MHZ REPEATER OPERATIONS. We conduct the majority of our
operations in the 450-512 MHz frequency band. We pursue widespread utilization
of trunking technology for our systems in this band. A trunked 450-512 MHz band
repeater is preferred to a conventional repeater because Trunked Systems make
more channels available to handle calls and thus provide greater capacity than
Conventional Systems. The trunked repeater format also provides the customer
with more and faster calls than a Conventional System. These factors, in turn,
allow a greater number of users on a Trunked System to make more calls than a
Conventional System, which allows more customers per channel for us. The trunked
450-512 MHz band repeaters function similarly to 800 MHz band trunked SMR
systems. Although our systems are not interconnected to the PSN, if they were,
they would be comparable to cellular telephone technology.

          We converted the original 450-512 MHz band focus to the LTR trunking
format in the 470-512 MHz band. The planned conversion to trunked operations has
involved obtaining exclusive use of a frequency by being assigned individual
user licenses, claiming licenses for unused channels, and receiving all
necessary FCC approvals. There can be no assurance that we will continue to be
granted the FCC licenses for such operations; however, substantial conversion to
the trunked format operations has been achieved in the Major Metropolitan Areas.


                                       3

<PAGE>

          The 470-512 MHz portion of the 450-512 MHz band is available in the
top 13 U.S. Major Metropolitan Areas and is known commonly as the "T-Band".
Operation on the T-Band is particularly advantageous as it contains the only
frequencies in the 450-512 MHz band on which exclusive business radio service
channels are available. During 2005 we operated approximately 332 exclusive
T-Band repeaters in the Major Metropolitan Areas. Exclusive channels are
superior to co-channel operations because an operator, such as Champion, has
more available capacity and fewer restrictions on service provision. As of March
13, 2006, we had been granted FCC licenses to operate approximately 336 T-Band
channels in the Houston, Dallas/Ft. Worth, Northern California and
Washington/Baltimore areas and operated those licenses to provide two-way radio
dispatch services. As of March 13, 2006, we hold approximately 336 exclusive use
FCC licenses and approximately 122 additional non-exclusive FCC licenses in the
T-Band. We dedicated considerable effort to removing dormant or otherwise
unnecessary co-channel licenses, generally through purchases or trades (with FCC
consent) to obtain exclusivity on these channels.

          800 MHZ REPEATER OPERATIONS. As with the 450-512 MHz band CRs that
were acquired from Motorola, the 800 MHz band CR licenses were held by the
users. Through license filings and assignments, we were successful in being
assigned (with FCC consent) a number of licenses for our own benefit in this
band. By 2002, with FCC consent, we had sold the majority of our 800 MHz
systems. We may apply for additional exclusive licenses in the 800 MHz band with
the intention of operating and/or selling the systems. There can be no assurance
that the FCC will grant us such exclusive licenses or that FCC approval for all
assignments and sales will be granted. We own five exclusive 800 MHz licenses.

          INTERNATIONAL. We operate three offshore subsidiaries to capitalize on
potential opportunities to sell communication equipment outside North America.
We are also investigating expansion to international markets with dispatch
communication systems. In many countries this activity would be conducted in
partnership with a locally owned and operated enterprise. All required licenses
and consents would be acquired by the operating entity. Currently we operate two
resident offices in Vietnam and on December 16, 2002, we were granted an
investment license to operate a 100% foreign-owned company, Champion Wireless
Solutions (Vietnam), Limited. We are licensed to manufacture and assemble
communication equipment for local and export sales. We acquired the SkyLink(TM)
product line to enhance our sale of WLL outside the United States. Although the
focus of marketing of the WLL has been in Vietnam, we offer this product
globally.

BUSINESS STRATEGY

          Our business strategy includes the following:

          EXPANSION OF HOLDINGS. We seek to expand our spectrum and
infrastructure holdings within our selected Major Metropolitan Areas as needed
through new grants and FCC-approved acquisition of operating 450-512 MHz band
trunked dispatch systems.

          SPECTRUM. Spectrum is critical in the communications business. Without
spectrum on which to operate, the best communications equipment is worthless. At
times considerable funds are required to acquire the necessary FCC-licensed
stations to provide dispatch services. We are assigned these licenses, and the
corollary right to use the spectrum, through FCC-approved purchases of existing
systems and through FCC grants of new licenses. Our anticipation is that these
efforts will be ongoing. There can be no assurance that we will be successful in
any or all of these efforts to be granted the licenses to use the spectrum.

          Specifically, we actively pursue the grant of additional licenses, as
needed, from the FCC to operate on the 470-512 MHz T-Band channels. As the FCC
grants these licenses, we continue to


                                       4

<PAGE>

construct such T-Band systems. This allows us the capacity to add new customers
as well as increase the value of our portfolio of assets.

          INTERNATIONAL. To enhance and grow our value, a search for business
expansion produced the potential of previously untapped communication
opportunities in the international sector. South and Southeast Asia were
identified as the initial targets for us. During 2003, we expanded our
international marketing to include all areas of the world. We formed three
offshore subsidiaries to conduct international operations, and during 2001 we
opened two resident offices in Vietnam employing five people. On December 16,
2002, we were granted an investment license for a 100% foreign owned company for
the assembly and sale of Wireless Local Loop products to provide rural
telephony. A contract in Vietnam for Wireless Local Loop products to provide
rural telephony was executed in September 2003 and is in the field trial test
expected to be complete in the first quarter 2006. However, to date, our
international operations remain in the initial stages and have not generated
significant sales. Due to climate, geography, infrastructure and cultural
differences we have elected to significantly reduce operations in Vietnam and at
the completion of the contract in place, minimize our presence there in favor of
other locations in Southeast Asia.

          Based on our experience to date, we believe there is a viable
opportunity to provide two-way digital dispatch services in Southeast Asia. This
involves the potential acquisition of companies that currently possess
established infrastructure in the targeted areas of Asia. The acquisition would
then expand its digital dispatch operations throughout Southeast Asia. Our
management believes that outside investment funds will be required to finance
this proposed activity. To that end, we continue to work with an investment
banking firm and have interviewed others to assist with capital raising efforts.
At this point, we have not determined the proposed structure nor plan for
raising capital. We cannot assure you that financing will be available if needed
or on favorable terms. We will need to raise capital to fund our future
international operations.

COMPETITION

          We face intense competition from the following types of operations:

          OTHER 470-512 MHZ BAND CR OPERATORS. We currently compete with many
other 470-512 MHz band CR operators. With FCC approval, we operate our
Metropolitan Market Area 470-512 MHz band CRs in the trunked multi-channel
format. We expanded the menu of services by adding vehicle tracking and data
services to voice services in a continuing effort to distinguish ourselves from
other 470-512 MHz band trunked operators. To successfully establish a viable
trunking infrastructure, an operator must possess site and market exclusive
frequencies. This can best be accomplished through the deployment of T-Band
frequencies. However, there can be no assurance that these additional services
will attract new customers or eliminate the churn we experience to the
competition. Since the FCC permitted the trunking of the UHF channels in 1996,
considerable competition has evolved in the UHF trunking market.

          In each of our markets, we are the single largest holder of T-Band
frequencies. In the past this acted as a deterrent to other operators in our
markets, but that is no longer true and we have experienced increased
competition in these markets.

          CELLULAR TELEPHONE SYSTEMS. We currently compete, and believe that we
will continue to compete, with cellular telephone systems to a great extent. We
charge a flat monthly rate for our services. By contrast, cellular charges are
comprised of a flat monthly charge for a block number of minutes of use plus a
fee for minutes used over the base. Additionally, cellular service providers
typically charge for a call whether the user placed or received the call.
Because many wireless calls are mobile-to-mobile, cellular calls from one user
to another user result in two airtime charges, one charge for the caller and one
charge for the receiver. Large fleet operators may find cellular costs
prohibitive, although extremely small fleets may be in a position to justify the
cost of cellular service. We believe that cellular telephones are not an
economical solution for medium to large


                                       5

<PAGE>

dispatch users, and that CRs offer a cost-effective alternative for high volume
users of one to many dispatch services. However, cellular now offers features
for one to many communication. Dispatch provides communications capabilities to
entire worker groups or individual worker groups, and it also provides such
capabilities on a one-to-one basis among members of a user group. It is unlikely
that this price advantage will change because the FCC no longer is considering
imposing a "calling party pays" requirement on cellular carriers.

          800 MHZ BAND SMR OPERATORS. Nextel, the largest SMR operator in the
United States, continues the process of converting its analog technology to
digital, beginning with its Major Metropolitan Area systems. The 800 MHz band
SMR operators that retain analog technology probably will continue to
concentrate on dispatch services. With technology developments both will compete
with us by offering dispatch service as an add on feature to their principal
products. We believe that many of the 800 MHz band SMR analog providers have
been acquired by large digital operators interested in obtaining their rights to
additional spectrum so that loading capacity could be optimized.

          900 MHZ BAND SMR OPERATORS. Operators of 900 MHz band SMR systems
currently provide dispatch service competition to us. Many of these 900 MHz band
system operators are using analog technology, thereby minimizing capital costs
so they can maintain rates at competitive levels. Those with digital technology
through engineering innovations are now able to offer competitive prices for the
inclusion of dispatch in the user package in order to attract a broader base of
customer.

          PCS OPERATORS. The Personal Communications Service was established by
the FCC in 1994, when it adopted Part 24 of its Rules. The FCC established two
classes of PCS, broadband and narrowband. It awarded several authorizations for
each such class in every MTA and BTA.

          Broadband PCS offers a cellular phone-like service for a significantly
reduced price. Broadband PCS is defined by the FCC as radio communications
encompassing mobile and ancillary fixed communication services for individuals
and businesses that can be integrated with a variety of competing networks.
Narrowband PCS is defined as a family of mobile or portable radio services that
may be used to provide wireless telephony, data transmission, advanced paging
and other services to individuals and businesses. Narrowband PCS may be
integrated with a variety of competing networks. Narrowband PCS uses less than
one voice grade channel. Narrowband PCS is being used to provide new services,
such as voice message paging, two-way acknowledgment paging and other text-based
services. Licenses for narrowband PCS were awarded on a nationwide regional MTA
and ETA basis. A substantial number of the companies which were high-bidders at
the PCS auctions were existing communication service providers or joint ventures
involving existing communications service providers. We believe that PCS will be
interchangeable with existing cellular and paging services.

          At this time, the impact of PCS growth on our business is uncertain.
Although some PCS providers have also gained a significant presence in the
dispatch market, cellular service providers have suffered the impact of their
presence most significantly. It is unclear whether PCS providers will expand
their service offerings to include dispatch-like services.

          WIRELESS LOCAL LOOP. There are two primary technologies to provide
telecommunication to a subscriber: (1) cabling which is copper wire connecting
the local exchange to the subscriber unit and (2) wireless which connects the
local system to the subscriber. The choice depends on distance, topography and
density of population. Cable is cost-effective for short distances and in large
populations.

          Wireless systems are generally more cost-effective when population
density drops and distance increases. Wireless systems are most commonly
cellular systems. A cellular system re-uses radio frequencies in areas, called
"cells". Cellular systems use a complex computer system to


                                       6

<PAGE>

maintain communication as a mobile unit crosses different cells, switching
communication from base station to base station in a short period of time. The
high costs involved in building cellular systems, including the need to build an
extensive network of base stations (cells) and sophisticated switching and
billing systems, forces companies to concentrate on urban areas and along main
roads. Competition in cellular systems and the cost of updating technologies
also play a major role in forcing companies to look at the bottom line and limit
service to urban areas.

          Our Wireless Local Loop product is designed for low-density population
areas. This product provides wireless communication for sparsely populated areas
often with difficult terrains. The main advantage of SkyLink(TM) is that its
central station (hub) has larger coverage than regular cellular or high-density
wireless local loop technologies. SkyLink's(TM) central station covers a radius
of 50 to 65 kilometers, depending on the terrain conditions (approximately 8-10
cellular base stations would be required to cover the same area). SkyLink(TM)
features a large coverage area, low infrastructure and maintenance costs, in
addition to the advantages of wireless technology (quick deployment, etc). We
believe that SkyLink(TM) is one of the best alternatives to provide rural basic
telephony networks (5 to 500 subscribers) and at this time we do not experience
significant competition for this product directed to low-density populations.

REGULATION

          The FCC regulates the construction, operation and acquisition of
wireless communications systems, such as those operated by us, under the
Communications Act of 1934, as amended (the "Communications Act"), and pursuant
to the FCC's rules and policies adopted thereunder ("FCC Rules") (collectively,
the Communications Act and the FCC Rules shall be referred to herein as the "FCC
Laws"). The FCC Laws governing wireless communications are highly technical and
subject to change.

          We continually monitor our operations and believe that we are in
material compliance with the licensing, loading, technical and operating
requirements set forth in the FCC Laws. We have not received any notification of
violations or material deficiencies from the FCC. However, if the FCC determines
that the operations are not in compliance with applicable FCC Laws, it could
impose conditions on its licenses or revoke its license grants, and any such
action could have a material adverse effect on our operations. Further we
believe that all FCC licenses required to conduct our business as presently
conducted will be renewed in their normal course.

          Under the FCC Laws, dispatch operators, such as ourselves, generally
are regulated as PMRS providers (i.e., private carriers) rather than as CMRS
providers (i.e., common carriers). A PMRS provider is subject to less stringent
regulations, both by the FCC and individual states, than a CMRS provider. In
contrast, cellular telephone, most paging services and those SMR operators
providing PSN telephone interconnection capabilities are, or will be, regulated
as CMRS providers. Certain revisions to the FCC Laws could result in changing
how we are regulated and could affect the continued compliance with applicable
requirements. These changes could have a material adverse effect on our business
and profitability. See "Regulatory Developments."

          REGULATORY DEVELOPMENTS. The FCC is considering or is in the process
of implementing regulatory changes that may affect our business. These changes
involve PMRS licensing and frequency coordination, including ongoing
implementation of the Telecommunications Act of 1996, allocation of new spectrum
for the services we provide or for competitive services, deployment of broadband
wireless technology, implementation of "secondary market" spectrum transaction
mechanisms to optimize usage and deployment of new, innovative technologies, and
adoption of consumer obligations and public safety requirements. However, it is
uncertain at this time what impact, if any, these changes could have on our
operations.


                                       7

<PAGE>

OPERATIONS

          We perform billing, maintenance of subscriber records and FCC
licensing activities at our Woodlands, Texas headquarters. We also provide
business managerial functions for our offshore companies.

          Our domestic operations are divided into four business regions as
follows: Houston, Dallas/Ft. Worth, Northern California, and Washington
D.C./Baltimore with centralized operations at our corporate headquarters. We
establish and maintain relationships with independent dealers to load our
systems.

          Internationally, the Vietnamese government, historically, has
prohibited foreign investment in the communications sector. We have identified
that communication solution opportunities exist in Vietnam and elsewhere in
South and Southeast Asia. We pursued these opportunities based on preliminary
studies that indicated we might have an opportunity to install Wireless Local
Loop products throughout Vietnam. A test system was operational and given
preliminary approval by the Vietnamese government in 2001. Final testing and
approval was achieved during 2002 and our Wireless Local Loop product is
available to be utilized throughout Vietnam. The first contract for such product
was executed in September 2003 and has experienced considerable delays. The
warranty period will be complete on March 1, 2006. There are no assurances that
the sale of our WLL product will be successful; however, we intend to bid on any
additional projects in Vietnam and elsewhere in Southeast Asia as they occur. In
addition, we continue to study other developing nations to determine the
potential need for the Wireless Local Loop product throughout the world.

          We formed Champion Wireless International B.V. and Champion Vietnam
Wireless B.V., both Netherlands companies, and Champion Wireless Systems
International N.V., a Netherlands Antilles company, as wholly-owned subsidiaries
to conduct the international operations, along with the newly licensed Champion
Wireless Solutions (Vietnam), Limited, a Vietnam company formed for the assembly
of the Wireless Local Loop product. The installation of WLL was anticipated to
facilitate telephony, fax and Internet service for first time users in remote
villages throughout Vietnam; however, due to circumstances beyond our control
attempts to install WLL in Vietnam have been difficult. Authority for resident
offices was obtained in Vietnam during 2001, and Champion Vietnam Wireless B.V.
and Champion Wireless Solutions (Vietnam) LTD. has offices in both Hanoi and Ho
Chi Minh City. There is currently one employee in Ho Chi Minh City and one
employee in the Hanoi office with intentions of maintaining a minimized presence
for bidding on projects as they arise.

EMPLOYEES

          As of March 24, 2006, we employed six people on a full-time basis in
the United States and two employees in Vietnam. None of our employees belong to
a union.

RISK FACTORS

          This report includes "forward looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). All statements other than statements of historical information
provided herein are forward looking and may contain information about financial
results, economic conditions, trends and known uncertainties. We caution the
reader that actual results could differ materially from those we anticipate,
depending on the outcome of certain factors, including those factors discussed
in this section. Specifically, there can be no assurance that we will be able to
become profitable, compete effectively, sell the SkyLink(TM) systems at a
profit,


                                       8

<PAGE>

regain market share for our North American operations, expand to international
dispatch systems, retain key personnel or take any or all of the other actions
described or referred to in this report. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date herein. We undertake no obligation to release to investors the result of
any revisions to these forward looking statements which may be made to reflect
events or circumstances after the date herein, including, without limitation,
changes in our business strategy or planned capital expenditures, or to reflect
the occurrence of unanticipated events.

WE HAVE A LACK OF ACCUMULATED EARNINGS, AND WE MAY NOT BECOME PROFITABLE IN THE
FUTURE.

          A significant portion of our income has been derived from the sale of
non-core spectrum, generating $16.5 million in revenues since 1997 and the sale
of the Illinois, Indiana and Florida regions for $1.4 million in 2005. At
December 31, 2005, we had an accumulated earnings deficit of approximately
$2,705,000. For us to become profitable, it will be necessary to achieve
profitability in the operation of our dispatch services and generate additional
sales of the SkyLink(TM) Wireless Local Loop systems and potentially add
international digital dispatch services. There can be no assurance that we will
be profitable in the future, or that an investor in the Common Stock will not
sustain a loss in the investment.

OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL ADVANCES, AND WE CANNOT
ASSURE YOU THAT WE WILL BE ABLE TO DEVELOP SERVICES OR PRODUCTS TO MEET THESE
TECHNOLOGICAL ADVANCES.

          The market for our services is characterized by rapid technological
advances, changes in customer requirements and new service introductions and
enhancements. Our growth and future financial performance depends on our ability
to expand outside the United States, develop new services that meet
technological advances and provide services at competitive prices. There can be
no assurance that we will be successful in these endeavors. Our inability to
respond in a timely manner to technological advances could have a material
adverse effect on our business and our ability to remain competitive.

WE FACE INTENSE COMPETITION FROM A VARIETY OF COMPETITORS, MANY WITH
SIGNIFICANTLY GREATER RESOURCES.

          We experience significant competition from other dispatch operators in
the 450-512 MHz, 800 MHz and 900 MHz bands, as well as from providers of
cellular phone services. We also face additional competition from other wireless
communications providers, such as PCS operators, 220 MHz operators and paging
operators in the 450-512 MHz and 900 MHz bands. Many of these providers have
significantly greater resources than we do. There can be no assurance that we
will be able to compete successfully in the dispatch services industry in the
future.

          Furthermore, the availability of new technologies to ESMR network
operators allows some dispatch operators to offer enhanced dispatch services,
including PSN interconnect and features such as seamless wide area coverage and
data transmission. There can be no assurance that their ability to lower prices
due to improved technologies will not have a materially adverse effect on our
business or ability to remain competitive in these markets.

DEPARTURES OF OUR KEY PERSONNEL MAY IMPAIR OUR OPERATIONS.

          We believe our success depends, in large part, upon the continued
services of key management personnel, including Albert F. Richmond, our Chief
Executive Officer. We own a key-employee life insurance policy in the amount of
$1 million on Mr. Richmond. We have an employment agreement with Mr. Richmond.
The loss of his services could have a material adverse effect on us.


                                       9

<PAGE>

OUR OFFICERS AND DIRECTORS HAVE SIGNIFICANT CONTROL OVER US.

          As of December 31, 2005, our executive officers and directors owned
approximately 56% of the issued and outstanding shares of the Common Stock. As a
result of such ownership, such officers and directors have the power effectively
to control us, including the election of directors, the determination of matters
requiring stockholder approval and other matters relating to corporate
governance.

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS.

          We have never declared or paid any dividends on the Common Stock and
do not anticipate paying any dividends in the foreseeable future.

WE ARE A HIGHLY REGULATED BUSINESS, AND ANY REGULATORY CHANGES COULD AFFECT OUR
BUSINESS ADVERSELY.

          The dispatch business is a distinct segment of the wireless
communication industry. The wireless communications industry is subject to FCC
regulation. The FCC does not currently regulate prices for PMRS providers, such
as Champion. There can be no assurance, however, that the prices charged for our
services will not become subject to regulation.

          Additionally, pending FCC rule and policy changes, including those
relating to regulatory classification, SMR and other dispatch service provider
regulation, new spectrum allocation and radio towers may not be adopted, or may
be adopted in a different form than the current proposed version. Any regulatory
changes could have a material adverse effect on our business and profitability.

WE MAY NOT BE ABLE TO ACQUIRE AND MAINTAIN THE REQUIRED FCC LICENSES.

          For the 450-512 MHz and 800 MHz band operations, we hold the requisite
licenses. Each of these licenses is subject to the licensee operating in
compliance with applicable FCC rules and is subject to renewal. Our failure to
obtain license renewals would have a material adverse effect. There can be no
assurance that we will maintain our licenses or that the FCC will renew our
licenses.

PROVISIONS IN OUR CHARTER DOCUMENTS LIMIT YOUR ABILITY TO APPROVE OR DENY
MATTERS AFFECTING OUR OPERATIONS AND COULD DELAY OR PREVENT A CHANGE IN
CORPORATE CONTROL.

          Several provisions of our Certificate of Incorporation and Bylaws may
have the effect of delaying, deferring or preventing a change in control. The
Board of Directors, without further action of the stockholders, has the
authority to issue up to 1,000,000 shares of our preferred stock in one or more
series and to fix the rights, preferences, privileges and restrictions thereof,
and to issue almost 16,000,000 additional shares of Common Stock.

          The issuance of preferred stock or additional shares of Common Stock
could adversely affect the voting power of purchasers of Common Stock and could
have the effect of delaying, deferring or preventing a change in control.


                                       10
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

          We lease 3,221 square feet of office space in The Woodlands, Texas, a
suburb of Houston, Texas, where our principal offices are located. We also lease
two offices in Vietnam, one in Hanoi and an executive suite in Ho Chi Minh City
totaling approximately 500 square feet.

          We lease antenna and repeater space on approximately 43 tower sites.
Other than our lease on the Wells Fargo Building in Houston, Texas, no one lease
is material to our business. The leases are generally for terms of one to five
years and month-to-month thereafter except as follows:

<TABLE>
<CAPTION>
LOCATION                LEASE EXPIRATION
--------                ----------------
<S>                     <C>
Various in TX, CA, MD   August 2007
Willis, TX              July 2006
Dallas, TX              April 2007
San Francisco, CA       February 2007
McKinney, TX            December 2007
Houston, TX             May 2009
Washington, DC          July 2009
Baltimore, MD           March 2010
</TABLE>

ITEM 3. LEGAL PROCEEDINGS

          From time to time, we are involved in various legal proceedings
arising in the ordinary course of business. While management currently believes
that the ultimate outcome of these proceedings, individually and in the
aggregate, will not have a material adverse effect on our financial position or
overall trends in results of operations, litigation is subject to inherent
uncertainties, and unfavorable rulings could occur.

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

          None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          Our Common Stock is currently traded on the TSX Venture Exchange under
the symbol CHP and quoted on the U.S. OTC Bulletin Board under the symbol CCMS.
During the years ended December 31, 2004, and December 31, 2005, the high and
low bid prices were as follows:

<TABLE>
<CAPTION>
                      U. S. OTC Bulletin Board        TSX Venture Exchange
                     (All amounts are in U.S. $)   (All amounts are in CDN $)
                     ---------------------------   --------------------------
       Date                  High    Low                   High    Low
       ----                 -----   -----                 -----   -----
<S>                  <C>            <C>            <C>            <C>
March 31, 2004              $0.32   $0.32                 $0.38   $0.38
June 30, 2004               $0.29   $0.29                 $0.38   $0.38
September 30, 2004          $0.23   $0.23                 $0.38   $0.38
December 31, 2004           $0.20   $0.20                 $0.38   $0.38
</TABLE>


                                       11

<PAGE>

<TABLE>
<CAPTION>
                      U. S. OTC Bulletin Board        TSX Venture Exchange
                     (All amounts are in U.S. $)   (All amounts are in CDN $)
                     ---------------------------   --------------------------
       Date                  High    Low                   High    Low
       ----                 -----   -----                 -----   -----
<S>                  <C>            <C>            <C>            <C>
March 31, 2005              $0.20   $0.20                 $0.15   $0.15
June 30, 2005               $0.33   $0.33                 $0.15   $0.15
September 30, 2005          $0.25   $0.25                 $0.15   $0.15
December 31, 2005           $0.24   $0.24                 $0.15   $0.15
</TABLE>

          The quotations reflect inter-dealer prices, without retail and
mark-up, markdown or commission and may not represent actual transactions.

As of March 15, 2006, our Common Stock was held by 271 stockholders of record.

          We have not declared or paid any dividends. The payment of dividends
in the future will depend on our earnings, capital requirements, operating and
financial position and general business conditions. We anticipate that earnings
will be retained to finance future growth and operations, including research and
product development. As such, management anticipates that no dividends will be
paid on the Common Stock in the foreseeable future.

          The following transactions were exempt from registration under the
Securities Act pursuant to Section 4(2), as not involving any public offering.
At an appropriate time, we expect to file a registration statement on Form S-8
to register the transactions relating to the grant and exercise of these
options. The following options were granted as additional compensation for
employee and non-employee director services:

<TABLE>
<CAPTION>
                  No. of Options   Exercise
Date of Grant         Granted        Price
-------------     --------------   --------
<S>               <C>              <C>
January 1, 2004       20,000        $0.3800
July 8, 2004          20,000        $0.2900
October 4, 2004       56,000        $0.2300
April 22, 2005        20,000        $0.1800
July 25, 2005         20,000        $0.3800
</TABLE>

Information as of December 31, 2005 regarding equity compensation plans approved
and not approved by shareholders is summarized in the following table:

<TABLE>
<CAPTION>
                                                                                  (C)
                                                                            Number of Shares
                                    (A)                                 Remaining Available for
                            Number of Shares to           (B)            Future Issuance Under
                               be Issued Upon       Weighted Average      Equity Compensation
                                Exercise of        Exercise Price of    Plans (Excluding Shares
Plan Category               Outstanding Options   Outstanding Options    Reflected in Column A)
-------------               -------------------   -------------------   -----------------------
<S>                         <C>                   <C>                   <C>
Equity compensation plans
   approved by
   shareholders                   447,000                $0.65                   53,000
</TABLE>


                                       12

<PAGE>

<TABLE>
<S>                         <C>                   <C>                   <C>
Equity compensation plans
   not approved by
   shareholders                     N/A                   N/A                       N/A
                                  -------                -----                    ------
TOTAL                             447,000                $0.65                    53,000
                                  =======                =====                    ======
</TABLE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

          The following discussion should be read in conjunction with our
consolidated financial statements and the notes thereto included elsewhere in
this Report on Form 10-KSB. The discussion in this section of this Report on
Form 10-KSB contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this section, those discussed in "Risk
Factors" and those discussed elsewhere in this Report on Form 10-KSB.

INTRODUCTORY STATEMENT

Since our inception, we transformed our operations from basic rural community
repeater dispatch communications to metropolitan trunked dispatch operations.
Observing the emerging competition and in an effort to increase our worth we
identified opportunities to provide Wireless Local Loop products and digital
dispatch systems outside North America. We acquired the SkyLink(TM) firmware
that allows us to assemble and market the low density WLL products.
Consequently, we discovered opportunities to provide digital dispatch systems,
principally in Southeast Asia, which will require an infusion of capital. For
this reason on March 15, 2004 we announced our intent to sell the North American
operations and utilize the proceeds to focus on the international digital
dispatch systems. Although considerable interest was indicated, we were not able
to sell the entire portfolio. On December 29, 2004, we executed an asset
purchase agreement to sell the Illinois, Indiana and Florida areas subject to
FCC consent. The FCC granted final order to the transfer of the licenses on
March 3, 2005 and the sale became effective January 1, 2005. Other than one or
two specific negotiations for non-essential spectrum, the aggressive pursuit of
selling North American has ceased. We anticipate the infusion of capital
required for international expansion will be generated through relationships
with investment bankers.

RESULTS OF OPERATIONS

          Our primary business is two-way radio dispatch communications.
However, due to the relationship between our primary business and spectrum, in
past years we have been successful, on a sporadic basis, to obtain and market
spectrum frequencies at significant gross margins, supplemental to our primary
business. These successes generated significant fluctuations in our revenues and
gross margins from year to year of a positive nature. As a result of changes in
the industry, which were brought about by recommendations to the FCC by Nextel
in reallocating existing spectrum, the market for spectrum has dissipated.
However, we feel that with the resolution of these recommended changes, the
market for spectrum will reappear on a specific needs basis and Cold Creek
Consulting will continue to represent our interests in the marketing of
spectrum. On December 29, 2004, we entered into an asset purchase agreement for
the sale of Illinois and Florida subject to FCC consent. This agreement was
entered into as of January 1, 2005 and on March 3, 2005 the FCC granted the
license assignments. During the interim time period prior to FCC approval, the
purchaser operated the systems under a FCC approved Short-Term De Facto Transfer
Spectrum Lease Agreement.

          As competition from traditionally PCS carriers has increased due to
their emerging technologies we lost considerable momentum with the customer base
on our communication systems


                                       13

<PAGE>

beginning in 2002. We anticipated that vehicle tracking utilizing our wireless
communication infrastructure would be a powerful tool with a potential to
provide companies improved vehicle management and thus enhance profitability. We
showcased Talk 'N Track(TM), a complete vehicle management system with audio
capabilities, in 2003 by authorizing Master Dealers in each market allowing our
staff to focus on marketing Talk 'N Track(TM) throughout our regions. The
program, however, did not enjoy the positive response that was projected.
Management believes that this was due, in large part, to the material upfront
capital investment required on the customer's part during a fiscal period that
experienced capital expenditure reductions in many industries. As a result we
abandoned efforts to aggressively market this product in the domestic dispatch
areas by the third quarter of 2004.

          These events are reflected in the results of operations reported in
this year's report for the current and previous years.

          In 1999 members of our management team traveled to Vietnam and China
to evaluate the dispatch communication market. Preliminary results indicated
that China possessed adequate dispatch communications, but that dispatch
communication in Vietnam was almost non-existent. During 2004, we expanded our
evaluation to neighboring Asian countries, which exhibited similar voids in
their inventory of dispatch communications. The results of this evaluation
determined that we should attempt to acquire an existing digital dispatch
operator in the region with the intention of developing a dispatch communication
network throughout Malaysia, Vietnam, Thailand and Indonesia.

          Our continued research in Southeast Asia also revealed the need for a
standard equipment product to provide wireless telephony, fax and Internet
service for low-density populations.

          In late 1999, we provided the SkyLink(TM) technology to a joint
venture, which installed the WLL system in the Cao Bang province, Vietnam. This
system achieved preliminary acceptance in 2001 and final acceptance in 2002. In
2002, we purchased the SkyLink(TM) product line from SmarTrunk. Today, Champion
SkyLink(TM) WLL is a fully integrated low density WLL system. We customize the
SkyLink(TM) LD-WLL for installation in virtually any low-density population area
in the world that requires wireless telephony that has the capability to be
interconnected to the local PSTN.

          In December 2002 we were granted a 100% Foreign Owned Enterprise
license (FOE) by the Socialist Republic of Vietnam. Champion Wireless Solutions
(Vietnam), Limited ("Solutions") is the first company to receive such a license.
The license allows for the manufacturing and assembly of communications
equipment for local consumption and export. Solutions successfully negotiated
with the state owned telephone company for the sale of the first assembled
integrated SkyLink(TM) system and the contract was executed in September 2003.

          In the final quarter of 2003 we installed the first phase of a
three-phase contract for the installation of the first Champion SkyLink(TM) WLL
in Vietnam. Even though some technical problems existed, the system was fully
functional and was used for telephony throughout the total elapsed time. The
problems, overall, were minor, but difficult to diagnose due to the remote
location of the system from the manufacturers' of the component parts. As of
March 3, 2005 the system was fully operational and the required warranty period
will be met on March 1, 2006. Due to conditions beyond our control and by mutual
agreement two final phases of the contract will be deleted and the contract will
be completed.


                                       14

<PAGE>

DECEMBER 31, 2005 COMPARED TO DECEMBER 31, 2004

          Total revenues for 2005 were $1,400,000, a decrease of $483,000 from
2004. There was a $364,000 reduction in dispatch revenues, and equipment sales
were $130,000 less in 2005 than in 2004. Management believes that the emergence
of technology and increased competition offered by wireless companies has
resulted in the loss of customers. During 2005 we had a dispatch base in four
Major Metropolitan Areas, but do not have the expansion opportunities to blanket
the entire United States. Our major competitors, who operate in different
frequency bands, are able to offer nationwide coverage. Effective January 1,
2005, we sold our operations in the Illinois, Indiana and Florida areas.
Although we have made a decision to retain and operate our systems, our value
remains in the worth of the assets.

          Management remains aware of the need to diversify our business such
that we will have the ability to withstand business fluctuations and foster
growth. Because we believe that North America is saturated with communication
providers, through offshore subsidiaries, we have preliminary plans to acquire a
digital dispatch operation in Southeast Asia with the intention of expanding and
providing dispatch communication services throughout the region. Although we
have met considerable delays in the sale and marketing of our SkyLink(TM) LD-WLL
systems, we expect to continue to bid on these opportunities.

          In the past, we were successful buying and selling spectrum. While
these transactions were sporadic, they were also profitable. In early 2002 a
"white paper" was filed with the FCC by Nextel that addressed interference
issues the Nextel system was inflicting upon various communication systems
operated by public safety agencies. We considered the decision made by the FCC
and determined that we could sell or trade our company infrastructure, which
provides exclusive channels needed by the licensees that will be required to
give up their positions as a result of the FCC decisions. The FCC imposed a
three-year deadline to accomplish this objective; however, the process is slow
to progress and extensions of the timeline are already being requested. This
provides the potential to maximize our company value for the shareholders, but
in consideration of the unknown time frame we have concluded that at the present
time it is in our best interest to aggressively load and operate our systems
until their value may be maximized.

          Costs of sales decreased from $1,291,000 in 2004 to $891,000 in 2005.
Cost of equipment sales decreased $116,000 due primarily to decreased sales and
dispatch costs and expenses were reduced $284,000, the majority of which
reflects rent savings achieved from the renegotiation of tower site rentals.

          Amortization and depreciation expense decreased $213,000 from 2004 to
2005. This decrease reflects the SkyLink(TM) firmware impairment in 2004 that
resulted in no additional amortization, combined with license assets and
equipment, which have been fully amortized and depreciated.

          In 2004, upon the advice of our auditors, in order to present fairly
our financial statements and comply with generally accepted accounting
principles, we wrote off as impaired the net book value of our SkyLink(TM)
firmware as well as the related inventory for the SkyLink(TM) WLL contract in
Vietnam. The impaired write off for SkyLink(TM) was $206,000 and the inventory
was $134,000. Although we wrote down these assets for proper financial statement
presentation, we still believe that this is a marketable product and intend to
bid on future contracts as they occur. In addition, the contract in Vietnam
began the twelve-month warranty period on March 1, 2005.

          General and administrative expenses decreased $596,000 or 31% from
2004 to 2005. We recognized savings of $70,000 from discontinuing the Talk 'N
Track(TM) marketing program in 2004 and international general and administrative
costs decreased $168,000 from 2004. During 2004 we expanded our office in Hanoi
to meet the demands of the WLL contract installation and testing, and as the
temporary approval was granted March 1, 2005, these costs were complete. We


                                       15

<PAGE>

also determined that, due to the obstacles encountered in Vietnam, we would
scale back our marketing presence there while continuing to bid on any projects
that may develop. Corporate general and administrative expenses were reduced in
2005 by $358,000 from 2004 due primarily to the full year benefit of the CEO
waiving his salary in lieu of a success based commission effective July 2004 as
well as other expense reductions in 2005 which were achieved related to
downsized operations.

          We recognized a net loss on the disposal of communication equipment
assets of $4,000 in 2004 compared with none in 2005. Both years reflected sales
and write offs of obsolete equipment with those in 2005 having no book value.

          Interest income for 2005 was $23,000 as compared with $2,000 for 2004
due to investment of the net cash proceeds from our sale of the Chicago region.
Interest expense for the year ended December 31, 2005 was $1,000 compared to
$2,000 for 2004.

          In April 2005 we closed the contracted sale of our Illinois, Indiana
and Florida operations for a total sales price of $1,450,000 and a net gain on
the sale of $1,144,000. In 2004, the income from these operations was $256,000
compared with no income in 2005.

          Our net income for 2005 is $140,000 compared to a net loss of
$1,795,000 for 2004.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005, we had cash and cash equivalents of $709,000 compared with
$383,000 at December 31, 2004. The net increase in cash is a result of the cash
proceeds from the sale of the Illinois, Indiana and Florida operations less
costs expended on current operations and the expansion of our operations
internationally including sustaining offices overseas and the related marketing
and development expenditures. We feel that the business should be expanded
internationally, where competition is not as great, to enhance our value.

          Our working capital was $591,000 at December 31, 2005 as compared with
$140,000 at December 31, 2004.

          Net cash used in operating activities was $834,000 for 2005 compared
with $405,000 in 2004.

          Net cash provided by investing activities was $1,218,000 for 2005 as
compared with net cash used of $32,000 in 2004.

          Net cash used in financing activities was $58,000 in 2005 compared to
$13,000 in 2004. The primary financing activity was the repurchase of our common
stock issued to the 401 (k) retirement for terminated employees.

          As stated in 2004, additional financing will be needed to pursue the
planned expansion to digital dispatch in Southeast Asia. We hope to raise
investment financing to fund the proposed international expansion. We have
engaged an investment banking firm to seek public or private equity financing,
and we have conducted preliminary discussions with others in Southeast Asia to
seek sources of financing. There is no assurance that we will be able to obtain
future funding or that funding can be obtained on terms favorable to us, which
would significantly reduce our international business operations. In the event
our international operations are scaled back, our North American assets will
continue to operate, although operating revenues will be insufficient to cover
all of our operating expenses. We believe that with scaled back operations our
existing resources will be sufficient to fund North American operations for the
next 12 months.


                                       16

<PAGE>

SUMMARY OF CRITICAL ACCOUNTING POLICIES

COMMUNICATIONS EQUIPMENT AND RELATED ASSETS

          Communications equipment and related assets are recorded at cost.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the assets ranging from two to five years for other fixed assets and
five to ten years for base station and related equipment.

OTHER ASSETS

          Fees associated with obtaining Federal Communication Commission
licenses for 450-470 MHz, 470-512 MHz and 800 MHz are capitalized as part of the
cost of the licenses. Licenses that are used by Champion are capitalized and
amortized under the straight-line method for 5 to 10 years.

NEW ACCOUNTING PRONOUNCEMENTS

          We do not expect adoption of recently issued accounting pronouncements
to have a significant impact on our results of operations, financial position or
cash flow.

EFFECTS OF INFLATION

          We believe that the relatively moderate rate of inflation over the
past few years has not had a significant impact on our results of operations.

ITEM 7. FINANCIAL STATEMENTS

          Our audited financial statements and footnotes related thereto are
included within Item 13(a) of this report.

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

          None.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

          The term "disclosure controls and procedures" is defined in Rule
13a-14(c) of the Securities and Exchange Act of 1934, or the Exchange Act. This
term refers to the controls and procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized and
reported within required time periods. Our Chief Executive Officer and our Chief
Financial Officer have evaluated the effectiveness of our disclosure controls
and procedures as of a date within 90 days before the filing of this annual
report, and have concluded that as of that date, our disclosure controls and
procedures were effective at ensuring that required information will be
disclosed on a timely basis in our reports filed under the Exchange Act.


                                       17

<PAGE>

CHANGES IN INTERNAL CONTROLS

          We maintain a system of internal controls that is designed to provide
reasonable assurance that our books and record accurately reflect our
transactions and that our established policies and procedures are followed.
There were no significant changes to our internal controls or in other factors
that could significantly affect our internal controls subsequent to the date of
their evaluation by our Chief Executive Officer and our Chief Financial Officer,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

          The following table sets forth certain information with respect to
each director and each executive officer of the Company:

<TABLE>
<CAPTION>
            Name              Age                 Position
            ----              ---                 --------
<S>                           <C>   <C>
Albert F. Richmond (1)(2)      64   Chairman of the Board, Chief
Houston, Texas                      Executive Officer and President
Pamela R. Cooper               53   Chief Financial Officer, Treasurer,
Spring, Texas                       Secretary and Controller
Peter F. Dicks (1)(2)(3)       63   Director
London, England
James H. Grossman (1)(2)(3)    66   Director
San Francisco, California
</TABLE>

----------
(1)  Member of Audit Committee

(2)  Member of Compensation Committee

(3)  Resigned their positions effective February 22, 2006

Officers are elected by the Board of Directors and serve until their successors
are chosen or until their resignation or removal.

ALBERT F. RICHMOND has served as Chairman of the Board, Chief Executive Officer,
and a director of the Company since September 29, 1994 and as President since
January 9, 2001. From May 1986 to February 1996, he was Chairman of the Board of
Olympic Natural Gas Company, and from 1981 to 1986 he served as Chief Financial
Officer and a director of American Oil and Gas Corporation. Mr. Richmond
received a Bachelor of Business Administration degree from Texas Christian
University in 1965.

PETER F. DICKS has been a director of the Company since October 24, 1994. He has
also served as a director of Standard Microsystems Corporation, a publicly
traded company, since June 1992. Mr. Dicks serves as a director for several
companies in the United Kingdom, including Graphite Enterprise Trust PLC, Polar
Capital Technology Trust PLC, and Second London American Growth Trust PLC, all
of which are publicly traded companies. From 1973 to 1991, he was a founder and
director of Abingworth Management Holdings, Ltd., a company that provided
venture capital investment management services. Mr. Dicks resigned from our
Board of Directors, Audit and Compensation Committees effective as of February
22, 2006.

JAMES H. GROSSMAN is currently with his own law firm, JHG Advisors. From 1995 to
2003, Mr. Grossman served as a corporate, venture capital and international
business lawyer with the firm


                                       18

<PAGE>

of Crosby, Heafey, Roach, & May in San Francisco. From 1994 to 1995, Mr.
Grossman was General Counsel of the Slovenia Development Capital Fund. In 1993,
Mr. Grossman served as Special Representative for the United Nations Development
Program. In 1992, Mr. Grossman was appointed by President George Bush to serve
as Chairman, U.S. Foreign Claims Settlement Commission, where he served from
1992 until 1993. From 1990 to 1991, Mr. Grossman was the Chief Negotiator for
the U.S. in the tariff reduction acceleration round of the U.S.-Canada Free
Trade Agreement, which was a precursor to the creation of NAFTA. Mr. Grossman
received a BA, International Relations/Political Science/History in 1960 from
the University of California at Berkeley, and a JD from Harvard University in
1963. Mr. Grossman resigned from our Board of Directors, Audit and Compensation
Committees effective as of February 22, 2006.

AUDIT COMMITTEE FINANCIAL EXPERT

          Our Board of Directors has determined that the Audit Committee does
not have any "audit committee financial expert," as defined by applicable law.
The cost to retain an audit committee financial expert at this time is viewed as
cost prohibitive. However, the Board of Directors believes that each Audit
Committee member has sufficient knowledge in financial auditing matters to serve
on the Committee. The Committee has the authority to engage legal counsel or
other experts or consultants, as it deems necessary to carry out its
responsibilities. Two of the directors that served on the Audit Committee
submitted their resignations effective February 22, 2006.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

          Based on a review of Forms 3, 4 and 5 furnished to the Company, all of
the Company's officers and directors and beneficial owners of ten percent of the
Company's Common Stock were in compliance with the reporting requirements of
Section 16(a) during the fiscal year ended December 31, 2005.

CODE OF ETHICS

          We have adopted a Code of Business Conduct and Ethics that applies to
all directors and employees, including our principal executive, financial and
accounting officers. The Code of Business Conduct and Ethics is posted on our
Web site at www.champcom.com. We intend to satisfy the requirements under Item
5.05 of Form 8-K regarding disclosure of amendments to, or waivers from,
provisions of our Code of Business Conduct and Ethics by posting such
information on our Web site.

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

          We pay our non-employee directors a $10,000 per year retainer, with an
additional $2,000 per year for committee members. We also reimburse our
directors for expenses incurred in attending meetings.

EXECUTIVE COMPENSATION

          The following table sets forth certain information with respect to the
compensation awarded to, earned by or paid for services rendered to us in all
capacities during the fiscal years ended December 31, 2005, 2004 and 2003, with
respect to the Chief Executive Officers. No other executive officers received
annual compensation (including salary and bonuses earned) that exceeded $100,000
during the fiscal year ended December 31, 2005.


                                       19

<PAGE>

<TABLE>
<CAPTION>
                                            ANNUAL COMPENSATION
                              -----------------------------------------------
                              Fiscal Year
                                 Ended                           Other Annual
NAME AND PRINCIPAL POSITION     Dec. 31     Salary ($)   Bonus   Compensation
---------------------------   -----------   ----------   -----   ------------
<S>                           <C>           <C>          <C>     <C>
Albert F. Richmond,               2005       $     --      --         --
Chairman of the Board and         2004       $105,000      --         --
Chief Executive Officer           2003       $200,000      --         --

Pamela R. Cooper,                 2005       $105,225      --         --
E. Vice President and             2004       $ 98,325      --         --
Chief Financial Officer           2003       $ 94,000      --         --
</TABLE>

          During the last completed fiscal year, we did not grant any stock
options to the named executive officers. No options were granted to or exercised
by the named executive officers during 2005. The named executive officers did
not receive any other annual compensation not categorized as salary, bonus or
commissions except for perquisites and other personal benefits which in the
aggregate did not exceed the lesser of $50,000 or 10% of the total annual salary
and bonus reported for such named officer. We entered into a success-based
commission agreement with Richmond Holdings, Inc., a subchapter S corporation
owned 100% by Mr. Richmond, effective July 1, 2004 in lieu of salary. In 2005,
Richmond Holdings, Inc. was paid $217,500 as commission as the result of the
sale of the Illinois, Indiana and Florida markets.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of March 13, 2006 by (i) each
director and officer of the Company, (ii) each person known or believed by the
Company to own beneficially 5% or more of the Common Stock and (iii) all
directors and executive officers as a group. Unless otherwise indicated, each
person has sole voting and dispositive power with respect to such shares.

<TABLE>
<CAPTION>
                                                                          Percent
Name of Beneficial Owner (1)                      Number of Shares   Beneficially Owned
----------------------------                      ----------------   ------------------
<S>                                               <C>                <C>
Albert F. Richmond                                  2,250,550(2)           52.11%

Pamela R. Cooper                                      205,900(3)            4.42%

Peter F. Dicks                                        238,000(4)            5.29%
23 Bentinck Street
London, W1M 5RL
England

James H. Grossman                                      81,000(5)            1.81%
2462 Broadway
San Francisco, CA 94115

All executive officers and directors as a group     2,775,450              59.57%
</TABLE>

(1)  Except as otherwise noted, the address of each holder is 1610 Woodstead
     Court, Suite 330, The Woodlands, Texas 77380.


                                       20
<PAGE>

(2)  Includes 199,900 shares held in Richmond Holdings, Inc. of which Albert F.
     Richmond is the sole stockholder. Includes 7,500 shares held by Morgan
     Stanley D.W. Inc., as Custodian of IRA for Linda L. Richmond and 37,500
     shares held by Morgan Stanley D. W. Inc., Ttee. FBO for Albert F. Richmond,
     IRA.

(3)  Includes 11,700 shares held by JP Morgan Securities, as Custodian of IRA
     and 172,000 shares that Ms. Cooper may acquire upon the exercise of
     currently exercisable stock options.

(4)  Includes 88,000 shares that Mr. Dicks may acquire upon the exercise of
     currently exercisable stock options. Mr. Dicks resigned from our Board of
     Directors effective as of February 22, 2006.

(5)  Includes 80,000 shares that Mr. Grossman may acquire upon the exercise of
     currently exercisable stock options. Mr. Grossman resigned from our Board
     of Directors effective as of February 22, 2006.

EQUITY COMPENSATION PLAN INFORMATION

          The following table provides information as of December 31, 2005 with
respect to shares of our common stock that may be issued under our 1996
incentive plan.

<TABLE>
<CAPTION>
                                                                                            (C)
                                                                                      Number of Shares
                                                                                  Remaining Available for
                                            (A)                    (B)            Future Issuance Under
                                  Number of Shares to be     Weighted Average    Equity Compensation Plans
                                   Issued Upon Exercise     Exercise Price of       (Excluding Shares
Plan Category                     of Outstanding Options   Outstanding Options    Reflected in Column A)
-------------                     ----------------------   -------------------   -------------------------
<S>                               <C>                      <C>                   <C>
Equity compensation plans
   approved by shareholders               447,000                 $0.65                      53,000
Equity compensation plans
   not approved by shareholders               N/A                   N/A                         N/A
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Effective July 1, 2004 Mr. Albert F. Richmond, Chief Executive
Officer, agreed to waive his annual salary in lieu of a success based
commission, to be paid as a percentage of the gross sales price of all system
sales going forward. An agreement was executed between Richmond Holdings, Inc.
(RHI), a subchapter S corporation, of which Mr. Albert F. Richmond is the sole
shareholder, and us to memorialize the commission to be paid to Mr. Richmond.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this report.


                                       21

<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1. Consolidated Financial Statements:

   Report of Independent Registered Public Accounting Firm                   F-2

   Consolidated Balance Sheets, December 31, 2005 and 2004                   F-4

   Consolidated Statements of Operations, Years Ended
   December 31, 2005 and 2004                                                F-5

   Consolidated Statements of Stockholders' Equity, Years Ended
   December 31, 2005 and 2004                                                F-6

   Consolidated Statements of Cash Flows, Years Ended
   December 31, 2005 and 2004                                                F-7

   Notes to Consolidated Financial Statements                                F-8
</TABLE>

2. Exhibits:

<TABLE>
<CAPTION>
                                                       Incorporated by
Number                   Description                   Reference to
------                   -----------                   ---------------
<S>     <C>                                            <C>
3.1     Certificate of Incorporation filed             Exhibit 3.1 to the Registration Statement on
        September 29, 1994.                            Form 10-SB effective February 13, 1997 (File
                                                       No. 0-29032)

3.2     Certificate of Amendment to Certificate of     Exhibit 3.2 to the Registration Statement on
        Incorporation filed January 26, 1996.          Form 10-SB effective February 13, 1997 (File
                                                       No. 0-29032)

3.3     Certificate of Amendment to Certificate of     Exhibit 3.3 to the Registration Statement on
        Incorporation filed April 23, 1996.            Form 10-SB effective February 13, 1997 (File
                                                       No. 0-29032)

3.4     By-laws dated September 29, 1994.              Exhibit 3.4 to the Registration Statement on
                                                       Form 10-SB effective February 13, 1997 (File
                                                       No. 0-29032)

3.5     Amended and Restated By-laws, as adopted       Exhibit 99.2 of the Company's Current Report on
        January 23, 2002.                              Form 8-K filed February 6, 2002 (File No.
                                                       001-12565)

4.1     Specimen Common Stock share certificate.       Exhibit 4.1 to the Registration Statement on
                                                       Form 10-SB effective February 13, 1997 (File
                                                       No. 0-29032)

4.2     Pages from Certificate of Incorporation and    Exhibit 4.2 to the Registration Statement on
        By-laws defining rights of stockholders -      Form 10-SB effective February 13, 1997 (File
        included in Exhibits 3.1, 3.2, 3.3 and 3.4.    No. 0-29032)

10.1    Form of Indemnification Agreement between      Exhibit 10.27 to the Registration Statement on
        officers and director of the Company and       Form 10-SB effective February 13, 1997 (File
        the Company.                                   No. 0-29032)
</TABLE>


                                       22

<PAGE>

<TABLE>
<S>     <C>                                            <C>
10.3    Lease Agreement dated January 1, 2000,         Exhibit 10.30 to the 10-KSB filed March 30,
        between Woodlands office Equities 95           2000 (File No. 001-12565)
        Limited and the Company.

10.4    Lease Amendment dated December 5, 2002         Exhibit 10.40 to the 10-KSB filed March 31,
        between Woodstead-Grogan Operating             2003 (File No. 001-12565)
        Associates, L.P. and the Company

10.5    Master Antenna Site Lease No. 130 dated        Exhibit 10.50 to the 10-KSB filed March 31,
        February 1, 1999 between Pinnacle Towers,      2003 (File No. 001-12565)
        Inc. and the Company

10.6    Commission Agreement dated July 1, 2004,       Exhibit 10-6 to the 10-KSB filed April 1, 2005
        between Richmond Holdings, Inc. and the        (File No. 001-12565)
        Company

10.7    Asset Purchase Agreement, dated December       Exhibit 10-7 to the 10-KSB filed April 1, 2005
        30, 2004 between ESP Wireless Technology       (File No. 001-12565)
        Group, Inc. and the Company

21      Subsidiaries                                   Exhibit 21 to the 10-KSB filed April 1, 2005
                                                       (File No. 001-12565)

24.1    Power of Attorney (included on signature
        page)

31.1*   Certification of the Chief Executive
        Officer Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.

31.2*   Certification of the Chief Financial
        Officer Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002

32.1*   Certification of the Chief Executive Officer
        and Chief Financial Officer Pursuant to 18
        U.S.C. Section 1350, Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of
        2002
</TABLE>

----------
*    Filed herewith.

(b)  Reports on Form 8-K.

1.   On November 7, 2005, we filed a report on Form 8-K, item 4.01 announcing
     that we appointed GLO CPAs, LLP as our new independent auditors.


                                       23

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

          Aggregate fees billed to the Company for the year ended December 31,
2005 by GLO CPAs, LLP, the Company's independent auditors, and for the year
ended December 31, 2004 by Malone & Bailey, PC, the Company's previous
independent auditors, were as follows:

<TABLE>
<CAPTION>
                                     FISCAL YEAR ENDED
                                     -----------------
                                       2005      2004
                                     -------   -------
<S>                                  <C>       <C>
Audit Fees (1)                       $44,155   $37,500
Audit-Related Fees (2)                    --     1,000
                                     -------   -------
Total Audit and Audit-Related Fees   $44,155   $38,500
                                     =======   =======
</TABLE>

(1)  Of the total for fiscal year 2005, $38,000 in audit fees were billed to us
     by GLO CPAs, LLP and $6,155 by Malone & Bailey, PC for its review of the
     condensed financial statements included in our Quarterly Reports on Form
     10-QSB. Audit fees represent fees for professional services rendered in
     connection with the engagement to audit and report on the financial
     statements, review of quarterly and annual financial statements.

(2)  Audit-related fees for assurance and related services that are reasonably
     related to the performance or review of our financial statements and are
     not included above as "Audit Fees." The professional services for
     audit-related services were provided to us by BDO Seidman, LLP for fiscal
     year 2004.

          Consistent with the SEC's rules, our Audit Committee Charter requires
that the Audit Committee review and pre-approve all audit services and permitted
non-audit services provided by the independent auditors to us. These services
may include audit services, audit-related services, tax services and other
services. The Audit Committee considers whether the provision of each non-audit
service is compatible with maintaining the independence of our auditors. There
are no exceptions to the policy of securing pre-approval of the Audit Committee
for any service provided by our independent accounting firm.


                                       24

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d), the Securities and Exchange
Act of 1934, the Registrant has duly caused this Form 10-KSB, Annual Report, for
the year ending December 31, 2005, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of The Woodlands, and State
of Texas, on the 29th day of March, 2006.

CHAMPION COMMUNICATION SERVICES, INC.


By: /s/  Albert F. Richmond
    ---------------------------------
    Albert F. Richmond,
    Chairman of the Board,
    Chief Executive Officer and
    President

POWER OF ATTORNEY TO SIGN AMENDMENTS

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below does
hereby constitute and appoint Albert F. Richmond his true and lawful
attorney-in-fact and agent for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to the Champion Communication
Services, Inc. Form 10-KSB, Annual Report, for year ending December 31, 2005,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as they or he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof. This Power of Attorney has been signed below by the
following persons in the capacities and on the dates indicated.

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

<TABLE>
<CAPTION>
Signature                      Title                      Date
---------                      -----                      -----
<S>                            <C>                        <C>


/s/ Albert F. Richmond         Chairman of the Board,     March 29, 2006
----------------------------   Chief Executive Officer
Albert F. Richmond             and President


/s/ Pamela R. Cooper           Chief Financial Officer,   March 29, 2006
----------------------------   Treasurer,
Pamela R. Cooper               and Controller
</TABLE>


                                       25

<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Consolidated Financial Statements:

   Reports of Independent Registered Public Accounting Firms.............    F-2

   Consolidated Balance Sheets, December 31, 2005 and 2004...............    F-4

   Consolidated Statements of Operations, Years Ended December 31, 2005
      and 2004...........................................................    F-5

   Consolidated Statements of Stockholders' Equity, Years Ended
      December 31, 2005 and 2004.........................................    F-6

   Consolidated Statements of Cash Flows, Years Ended December 31, 2005
      and 2004...........................................................    F-7

   Notes to Consolidated Financial Statements............................    F-8
</TABLE>


                                       F-1

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Champion Communication Services, Inc.
The Woodlands, Texas

We have audited the accompanying consolidated balance sheet of Champion
Communication Services, Inc. and Subsidiaries as of December 31, 2005 and the
related consolidated statement of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of Champion Communication Services, Inc. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit 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 Champion
Communication Services, Inc. and Subsidiaries as of December 31, 2005, and the
results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.


/s/ GLO CPAs, LLP
Houston, Texas

March 28, 2006


                                       F-2

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Champion Communication Services, Inc.
The Woodlands, Texas

We have audited the accompanying consolidated balance sheet of Champion
Communication Services, Inc. and Subsidiaries as of December 31, 2004 and the
related consolidated statement of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of Champion Communication Services, Inc. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Champion
Communication Services, Inc. and Subsidiaries as of December 31, 2004, and the
results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.


/s/ MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

February 22, 2005


                                       F-3
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                2005          2004
                                                                            -----------   -----------
<S>                                                                         <C>           <C>
ASSETS
Current Assets
   Cash and cash equivalents                                                $   708,616   $   383,116
   Accounts receivable, net of allowance for doubtful accounts of
      $6,720 and $1,034, respectively                                            53,832        48,286
   Prepaid expenses and other                                                    54,066        62,456
                                                                            -----------   -----------
      Total Current Assets                                                      816,514       493,858
                                                                            -----------   -----------
Communications equipment and related assets, net of accumulated
   depreciation of $1,502,559 and $1,411,009, respectively                      352,740       512,351
Other assets, net of amortization of $951,634 and $992,951 respectively          36,543        82,120
Assets held for sale                                                                 --        61,507
Other assets                                                                     27,828        55,950
                                                                            -----------   -----------
                                                                            $ 1,233,625   $ 1,205,786
                                                                            ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                         $    39,716   $    75,310
   Accrued expenses                                                             185,546       278,200
   Customer deposits                                                                400           400
                                                                            -----------   -----------
      Total Current Liabilities                                                 225,662       353,910
                                                                            -----------   -----------
Commitments and Contingencies (Note 10)                                              --            --
Stockholders' Equity
   Preferred stock, $0.01 par value, 1,000,000 shares authorized, none
      Issued and outstanding                                                         --            --
   Common stock, $0.01 par value, 20,000,000 shares authorized,
      4,375,119 shares issued and outstanding at December 31,
      2005 and 4,217,007 shares issued and outstanding at
      December 31, 2004                                                          43,751        42,170
   Additional paid-in capital                                                 3,668,850     3,654,635
   Retained deficit                                                          (2,704,638)   (2,844,929)
                                                                            -----------   -----------
Total Stockholders' Equity                                                    1,007,963       851,876
                                                                            -----------   -----------
                                                                            $ 1,233,625   $ 1,205,786
                                                                            ===========   ===========
</TABLE>

          See accompanying summary of accounting policies and notes to
                             financial statements.


                                       F-4

<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                    2005          2004
                                                                -----------   -----------
<S>                                                             <C>           <C>
Revenues
   Dispatch communications                                      $ 1,345,458   $ 1,708,983
   Equipment sales and service                                       44,186       174,503
   Spectrum sales and fees                                           10,000           305
                                                                -----------   -----------
         Total Revenues                                           1,399,644     1,883,791
                                                                -----------   -----------

Operating expenses:
   Cost of sales:
      Dispatch communications                                       857,937     1,142,092
      Equipment sales and service                                    32,812       149,212
      Spectrum sales and fees                                            --           105
                                                                -----------   -----------
         Total Cost of Sales                                        890,749     1,291,409
                                                                -----------   -----------

         Gross Margin                                               508,895       592,382

   Bad debt expense                                                  19,200        27,003
   Depreciation and amortization                                    223,033       435,562
   Impairment expense                                                    --       340,926
   General and administrative expenses                            1,293,641     1,889,788
   Net (gain) loss on disposal/sale of fixed and other assets          (403)        4,121
                                                                -----------   -----------
      Operating income (loss)                                    (1,026,576)   (2,105,018)
                                                                -----------   -----------

Other income (expenses):
   Interest income                                                   23,212         1,759
   Interest expense                                                    (874)       (1,538)
                                                                -----------   -----------
Loss from continuing operations                                  (1,004,238)   (2,104,797)
Income from discontinued operations                                      --       255,997
Gain on sale of discontinued operations                           1,144,529            --
                                                                -----------   -----------
Income (loss) before income taxes                                   140,291    (1,848,800)
                                                                -----------   -----------
Income tax benefit                                                       --        53,358
                                                                -----------   -----------
Net income (loss)                                               $   140,291   $(1,795,442)
                                                                ===========   ===========
Weighted average common shares outstanding                        4,384,214     4,184,172
                                                                ===========   ===========
Diluted weighted average common shares outstanding                4,391,922     4,184,172
                                                                ===========   ===========
Basic earnings (loss) per share:
   net income (loss)                                            $      0.03   $     (0.43)
                                                                ===========   ===========
   net income/gain on discontinued operations                   $      0.26   $      0.06
                                                                ===========   ===========
   net loss from continuing operations after tax benefit        $     (0.23)  $     (0.49)
                                                                ===========   ===========
Diluted earnings (loss) per share:
   net income (loss)                                            $      0.03   $     (0.43)
                                                                ===========   ===========
   net income/gain on discontinued operations                   $      0.26   $      0.06
                                                                ===========   ===========
   net loss from continuing operations after tax benefit        $     (0.23)  $     (0.49)
                                                                ===========   ===========
</TABLE>

          See accompanying summary of accounting policies and notes to
                             financial statements.


                                      F-5

<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                           Additional     Retained       Total
                                  Common stock    Common     paid-in      earnings    stockholders
                                     shares       stock      capital     (deficit)       equity
                                  ------------   -------   ----------   -----------   ------------
<S>                               <C>            <C>       <C>          <C>           <C>
Balance at December 31, 2003       4,088,917     $40,889   $3,611,157   ($1,049,487)  $ 2,602,559
Contribution of common stock to
   Company 401(k) Plan               168,073       1,681       55,464            --        57,145
Retirement of common stock to
   Company 401(k) Plan               (39,983)       (400)     (11,986)           --       (12,386)
Net loss for 2004                         --          --           --    (1,795,442)   (1,795,442)
                                   ---------     -------   ----------   -----------   -----------
Balance at December 31, 2004       4,217,007      42,170    3,654,635    (2,844,929)      851,876
                                   ---------     -------   ----------   -----------   -----------

Purchase of common stock             (61,700)       (617)     (18,006)           --       (18,623)
Contribution of common stock to
   Company 401(k) Plan               370,411       3,704       70,378            --        74,082
Retirement of common stock to
   Company 401(k) Plan              (150,599)     (1,506)     (38,157)           --       (39,663)
Net income for 2005                       --          --           --       140,291       140,291
                                   ---------     -------   ----------   -----------   -----------
Balance at December 31, 2005       4,375,119     $43,751   $3,668,850   ($2,704,638)  $ 1,007,963
                                   =========     =======   ==========   ===========   ===========
</TABLE>

          See accompanying summary of accounting policies and notes to
                             financial statements.


                                       F-6
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                               2005          2004
                                                                           -----------   ------------
<S>                                                                        <C>           <C>
Cash flows from operating activities:                                      $   140,291    ($1,795,442)
   Net income (loss)
Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
      Change in restricted cash                                                     --        100,000
      Depreciation and amortization                                            223,033        475,819
      Bad debt expense                                                          19,200         27,003
      (Gain) loss on disposal/sale of fixed and other assets                (1,144,932)         4,121
      Deposits                                                                   2,848         (1,358)
      Loss on impairment of intangibles                                             --        340,926
      Change in assets and liabilities:
         Accounts receivable                                                   (24,746)         7,328
         Note receivable                                                            --         25,655
         Refundable income taxes                                                    --        340,000
         Inventory                                                                  --         38,899
         Prepaid expenses                                                        8,390         32,843
         Accounts payable                                                      (35,594)       (27,433)
         Accrued expenses                                                      (18,572)        68,000
         License sales and customer deposits                                        --         (5,200)
         Other assets                                                           (4,116)       (36,540)
                                                                           -----------   ------------
            Net cash used in operating activities                             (834,198)      (405,379)
                                                                           -----------   ------------

Cash flows from investing activities:
   Purchases of fixed and other assets                                         (16,071)       (33,118)
   Proceeds from sale of fixed and other assets                              1,234,056            850
                                                                           -----------   ------------
            Net cash provided by (used in) investing activities              1,217,985        (32,268)
                                                                           -----------   ------------

Cash flows from financing activities:
   Repayment of notes payable                                                       --         (1,143)
   Purchase of treasury stock, net of issuances                                (58,287)       (12,386)
                                                                           -----------   ------------
            Net cash used in financing activities                              (58,287)       (13,529)
                                                                           -----------   ------------
Increase in cash and cash equivalents                                          325,500       (451,176)
Cash and cash equivalents at beginning of year                                 383,116        834,292
                                                                           -----------   ------------
Cash and cash equivalents at end of year                                   $   708,616   $    383,116
                                                                           ===========   ============

Supplemental disclosure of cash flow information:
   Cash paid (refunded) during the year for:
   Taxes                                                                            --       ($53,358)
                                                                           ===========   ============
   Interest                                                                $       874   $      1,535
                                                                           ===========   ============
   Non-cash transactions:
   Transfer of property and equipment and intangible assets to inventory   $        --   $        740
                                                                           ===========   ============
   Issuance of common stock for accrued expenses                           $    74,082   $     57,145
                                                                           ===========   ============
</TABLE>

     See accompanying summary of accounting policies and notes to financial
                                   statements.


                                      F-7

<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2005 and 2004

(1)  Summary of Significant Accounting Policies

     (a)  Description of Business

          Champion Communication Services, Inc. is a provider of high-powered
     community repeater dispatch services operating within the 450 - 512 MHz and
     limited operations in the 800 MHz frequency band in the United States. Our
     customers consist primarily of business and government agencies located in
     both metropolitan and rural geographic regions. We provide customers with
     dispatch airtime and data transmission service.

          To pursue international business opportunities, we formed Champion
     Wireless International B.V. and Champion Vietnam Wireless B.V., both
     Netherlands companies, and Champion Wireless Systems International N.V., a
     Netherlands Antilles company, as wholly owned subsidiaries. Authority for
     resident offices was obtained in Vietnam during 2001 and Champion Vietnam
     Wireless B.V. has established offices in both Hanoi and Ho Chi Minh City.
     On December 16, 2002, an investment license was granted for Champion
     Wireless Solutions (Vietnam), Limited to manufacture and assemble
     communication equipment for local and export sales offering the SkyLink(TM)
     product line of wireless local loop telephony.

     (b)  Organization and Basis of Presentation

          Champion's securities are registered with the Securities and Exchange
     Commission in the United States of America and listed on the TSX Venture
     Exchange.

          The consolidated financial statements include the accounts of Champion
     Communication Services, Inc. and its wholly owned subsidiaries, Champion
     Wireless International B.V., Champion Vietnam Wireless B.V., Champion
     Wireless Solutions (Vietnam), Limited and Champion Wireless Systems
     International N.V. All significant intercompany transactions and balances
     have been eliminated in consolidation.

          The accompanying financial statements have been prepared in accordance
     with accounting principles generally accepted in the United States of
     America. The differences between accounting principles generally accepted
     in the United States of America and Canada would not have a material impact
     on the accompanying financial statements.

     (c)  Cash and Cash Equivalents

          For purposes of the statements of cash flows, we consider all highly
     liquid financial instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     (d)  Allowance for Doubtful Accounts

          Champion recognizes an allowance for doubtful accounts equivalent to
     an estimate of account balances that may prove to be uncollectible based
     upon historical experience and assessment of the general financial
     conditions affecting the aged receivable base. In addition, specifically
     identified amounts that management believes to be uncollectible are
     recorded in the allowance for doubtful accounts.

     (e)  Communications Equipment and Related Assets

          Communications equipment and related assets are recorded at cost.
     Depreciation is computed on a straight-line basis over the estimated useful
     lives of the assets ranging from two to five years for other fixed assets
     and five to ten years for base station and related equipment.


                                      F-8

<PAGE>

(1)  Summary of Significant Accounting Policies, (continued)

     (f)  Other Assets

          Fees associated with obtaining Federal Communication Commission (FCC)
     licenses for 450-470 MHz, 470-512 MHz and 800 MHz are capitalized as part
     of the cost of the licenses. Licenses that are used by Champion are
     capitalized and amortized under the straight-line method for 5 to 10 years.

     (g)  Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
          Of

          Management reviews long-lived assets and intangible assets for
     impairment whenever events or changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. Recoverability of
     assets to be held and used is measured by a comparison of the carrying
     amount of an asset to future net cash flows expected to be generated by the
     asset. If such assets are considered to be impaired, the impairment to be
     recognized is measured by the amount by which the carrying amount of the
     assets exceeds the fair value of the assets, which considers the discounted
     future net cash flows. Assets to be disposed of are reported at the lower
     of the carrying amount or the fair value less costs of disposal. This
     analysis of the long-lived assets as of December 31, 2005 and 2004
     indicated there was $0 and $340,926, respectively, of impairment.

     (h)  Accrued Expenses

          Accrued expenses at December 31, 2005 consist primarily of our annual
     401(k) match totaling $65,000 and accrued tower rents totaling $13,000. The
     remaining balance includes normal course of business liabilities. At
     December 31, 2004, accrued expenses consisted primarily of accrued tower
     rents totaling $82,000 and the annual 401(k) match of $75,000.

     (i)  Income Taxes

          In accordance with the liability method under accounting principles
     generally accepted in the United States of America, deferred tax assets and
     liabilities are recognized for the future tax consequences attributable to
     differences between the financial statement carrying amounts of existing
     assets and liabilities and their respective tax basis. Deferred tax assets
     and liabilities are measured using enacted tax rates expected to apply to
     taxable income in the years which those temporary differences are expected
     to be recovered or settled. The effect on deferred tax assets and
     liabilities of a change in tax rates is recognized in income in the period
     that includes the enactment date. A valuation allowance is provided against
     deferred tax assets which management considers likely to be unrealized.

     (j)  Stock Option Plan

          Statement of Financial Accounting Standards (SFAS) No. 123,
     "Accounting for Stock-Based Compensation," permits entities to recognize as
     expense over the vesting period the fair value of all stock-provisions of
     Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
     Issued to Employees," and provide pro forma net income and pro forma
     earnings per share disclosures for employee stock option grants made in
     1995 and future years as if the fair-value-based method defined in SFAS No.
     123 had been applied. Champion has elected to continue to apply the
     provisions of APB Opinion No. 25, in which no compensation expense is
     recognized for employee stock option if there is no intrinsic value at the
     date of the grant, and to provide the pro forma disclosure provisions of
     SFAS No. 12.

          Champion applies APB Opinion No. 25 in accounting for its Plan and no
     compensation cost has been recognized for its stock options in the
     financial statements for the years ended December 31, 2005 and 2004. Had
     Champion determined compensation cost based on the fair value at the grant
     date for its stock options under SFAS No. 123, our net loss would have been
     reduced (increased) to the pro forma amounts indicated below:


                                      F-9

<PAGE>

(1)  Summary of Significant Accounting Policies, (continued)

<TABLE>
<CAPTION>
                                                                        2005         2004
                                                                     ---------   -----------
<S>                                                                  <C>         <C>
Net income (loss), as reported                                       $ 140,291   $(1,795,442)
Add: Total stock-based employee compensation expense
   determined under intrinsic value based method for all
   awards                                                                   --            --
                                                                     ---------   -----------
Deduct: Total stock-based employee compensation expense
   determined under fair value based method for all awards,
   net of related tax effects                                          (15,093)      (32,218)
                                                                     ---------   -----------
Pro Forma net income (loss)                                          $ 125,198   $(1,827,660)
                                                                     =========   ===========
Net loss per share, basic and diluted
As reported                                                          $    0.03   $     (0.43)
Pro forma                                                            $    0.03   $     (0.44)
                                                                     ---------   -----------
</TABLE>

          The weighted average fair value of the stock options granted during
     fiscal 2005 and 2004 was $0.23 and $0.19, respectively. Variables used in
     the Black-Scholes option-pricing model include (1) 4.35% and 4.29%,
     respectively, risk-free interest rate, (2) expected option life is the
     actual remaining life of the options as of each year end, (3) expected
     volatility was 77% and 74%, respectively, and (4) zero expected dividends.

     (k)  Net Income (Loss) Per Common Share

          The basic net loss per common share is computed by dividing the net
     loss by the weighted average number of common shares outstanding. Diluted
     net loss per common share is computed by dividing the net loss adjusted on
     an "as if converted" basis, by the weighted average number of common shares
     outstanding plus potential dilutive securities. For the year ended December
     31, 2004, potential dilutive securities had an anti-dilutive effect and
     were not included in the calculation of diluted net loss per common share.

     (l)  Use of Estimates

          Champion's management has made a number of estimates and assumptions
     relating to the reporting of assets and liabilities and the disclosure of
     contingent assets and liabilities to prepare these financial statements in
     conformity with accounting principles generally accepted in the United
     States of America. Actual results could differ from those estimates.

     (m)  Differences Between Generally Accepted Accounting Principles in the
          United States and Canada

          Champion prepares its financial statements in accordance with
     generally accepted accounting principles (GAAP) in the United States of
     America. There are no significant differences between the United States of
     America and Canadian GAAP effecting our financial statements.

     (n)  New Accounting Pronouncements

          In December 2004, the FASB issued SFAS No. 123R, "Accounting for
     Stock-Based Compensation". SFAS No. 123R established standards for the
     accounting for transactions in which an entity exchanges its equity
     instruments for goods or services. This Statement focuses primarily on
     accounting for transactions in which an entity obtains employee services in
     share-based payment transactions. SFAS No. 123R requires that the fair
     value of such equity instruments be recognized as expense in the historical
     financial statements as services are performed. Prior to SFAS No. 123R,
     only certain pro forma disclosures of fair value were


                                      F-10

<PAGE>

(l)  Summary of Significant Accounting Policies, (continued)

     required. SFAS No. 123R shall be effective for small business issuers as of
     the beginning of the first interim or annual reporting period that begins
     after December 15, 2005. While Champion has issued options to employees
     recently, the adoption of this new accounting pronouncement is not expected
     to have a material impact on the consolidated financial statements of
     Champion during the calendar year 2006.

          Champion does not expect adoption of any other recently issued
     accounting pronouncements to have a significant impact on their
     consolidated financial position, results of operations or cash flow.

(2)  Accounts Receivable and Allowance for Doubtful Accounts

          Accounts receivable are customer obligations due under normal trade
     terms. Management monitors the credit performance of customers' financial
     conditions. Although collateral is generally not required; prepayment may
     be required from selected customers in certain circumstances.

          Management reviews accounts receivable on a quarterly basis to
     determine if any receivables will potentially be uncollectible. Accounts
     receivable balances that are determined to be uncollectible, along with a
     general reserve, are included in the overall allowance for doubtful
     accounts. After all attempts to collect a receivable have failed, the
     receivable is written off against the allowance. Based on the information
     available, we believe that the allowance for doubtful accounts as of
     December 31, 2005 is adequate. However, actual write-offs might exceed the
     recorded allowance.

(3)  Concentration of Credit Risk

          Champion maintains cash deposits predominantly in U.S. banks, which,
     from time to time, exceed the amount of depositors insurance available.
     Management assesses the financial condition of these banks and believes
     that the possibility of any credit loss is minimal. Champion extends credit
     to its customers located in the U.S. and Vietnam and considers there to be
     no concentration of credit risk.

(4)  Communication Equipment, Related Assets, Intangible Assets and Assets Held
     for Sale

          Communication equipment and related assets at December 31, 2005 and
     2004 are comprised of the following:

<TABLE>
<CAPTION>
                                                               December 31, 2005
                                                     ------------------------------------
                                          Asset                    Accumulated      Net
                                          Life          Cost      Depreciation    Balance
                                     -------------   ----------   ------------   --------
<S>                                  <C>             <C>           <C>           <C>
Communication equipment and
related assets:
Base station and related equipment   5 to 10 years   $1,517,349    $1,188,174    $329,175
Other furniture, data processing
   and communications equipment      2 to 5 years       337,950       314,385      23,565
                                                     ----------    ----------    --------
                                                     $1,855,299    $1,502,559    $352,740
                                                     ==========    ==========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                               December 31, 2004
                                                     ------------------------------------
                                          Asset                    Accumulated      Net
                                          Life          Cost      Depreciation    Balance
                                     -------------   ----------   ------------   --------
<S>                                  <C>             <C>           <C>           <C>
Base station and related equipment   5 to 10 years   $1,564,311    $1,089,855    $474,456
Other furniture, data processing
   and communications equipment      2 to 5 years       359,049       321,154      37,895
                                                     ----------    ----------    --------
                                                     $1,923,360    $1,411,009    $512,351
                                                     ==========    ==========    ========
</TABLE>


                                      F-11

<PAGE>

(4)  Communication Equipment, Related Assets, Intangible Assets and Assets Held
     for Sale (continued)

<TABLE>
<CAPTION>
                                                          December 31, 2005
                                                ------------------------------------
                                     Asset                    Accumulated      Net
                                     Life          Cost      Amortization    Balance
                                -------------   ----------   ------------   --------
<S>                             <C>             <C>           <C>           <C>
Intangible assets:
Licenses and other intangible
assets                          5 to 10 years    $988,177      $951,634      $36,543
                                                 ========      ========      =======
</TABLE>

<TABLE>
<CAPTION>
                                                          December 31, 2004
                                                ------------------------------------
                                     Asset                    Accumulated      Net
                                     Life          Cost      Amortization    Balance
                                -------------   ----------   ------------   --------
<S>                             <C>             <C>           <C>           <C>
Intangible assets:
Licenses and other intangible
assets                          5 to 10 years   $1,075,071     $992,951      $82,120
                                                ==========     ========      =======
</TABLE>

          During the year ended December 31, 2005 communication equipment and
     other assets with a net book value of $59,018 were sold for $1,451,555 less
     other expenses of the sale. In addition, we disposed of communication
     equipment and other assets with a net book value of $714. These
     transactions resulted in a net gain of $1,144,932. During the year ended
     December 31, 2004, communication equipment and other assets with a net book
     value of approximately $0 were sold for $850 and we disposed of
     communication equipment and other assets with a net book value of $4,971,
     creating a net loss of $4,121 for the year ended December 31, 2004. As of
     December 31, 2004, Champion impaired an intangible asset with a cost of
     $415,291. The impaired intangible had $209,034 of accumulated amortization,
     which resulted in Champion recording a loss on the impaired intangible in
     the amount of $206,257. Depreciation and amortization expense was $223,033
     and $435,562 for the years ending December 31, 2005 and 2004, respectively.

          There were no assets held for sale as of December 31, 2005 and at
     December 31, 2004 assets held for sales had a net book value of $61,507.
     Depreciation and amortization expense for the assets held for sale at
     December 31, 2004 was $40,257. (See note 13 for details).

(5)  Income Taxes

          The provision for income taxes (benefit) consisted of the following
     for the years ended December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                             2005     2004
                             ----   --------
<S>                          <C>    <C>
Federal Income Tax Benefit    $--   $(53,358)
State Income Tax Benefit       --         --
Net Income Tax Benefit        $--   $(53,358)
                              ===   ========
</TABLE>

          Champion uses the liability method, where deferred tax assets and
     liabilities are determined based on the expected future tax consequences of
     temporary differences between the carrying amounts of assets and
     liabilities for financial and income tax reporting purposes. During fiscal
     2004 Champion incurred net losses and, therefore, had no tax liability. The
     net deferred tax asset generated by the loss carry-forward was fully
     reserved. The net operating loss carry-forward of approximately $950,000 at
     December 31, 2004 will be utilized to offset the taxable income in 2005 and
     the balance will expire in the year 2024.


                                      F-12

<PAGE>

          At December 31, 2005 and 2004, deferred tax assets consisted of the
     following:

<TABLE>
<CAPTION>
                                 2005       2004
                               --------   --------
<S>                            <C>        <C>
Deferred tax assets            $260,000   $590,000
   Less: valuation allowance    260,000    590,000
                               --------   --------
Net deferred tax asset         $     --   $     --
                               ========   ========
</TABLE>

(6)  Stockholders' Equity

          During the year ended December 31, 2005, Champion issued 370,411
     shares at $0.20 per share in connection with our contribution to match
     employee's 2004 participation in our 401(K) plan. During the year ended
     December 31, 2004, we issued 168,073 shares at $0.34 per share in
     connection with our contribution to match employee's participation for 2003
     in our 401(K) plan.

          During the year ended December 31, 2005, we acquired, to be retired,
     212,299 shares of our common stock at prices averaging $0.28 per share.
     During the year ended December 31, 2004, we acquired 39,983 shares to be
     retired at an average price of $0.31 per share.

(7)  Stock Options

          In 1996, Champion adopted the "1996 Incentive Plan" (the Plan) to
     provide incentive options, non-statutory options, restricted stock awards
     and stock appreciation rights to certain key employees, non-employee
     directors and other persons. The Plan authorizes grants of options to
     purchase up to 500,000 shares of common stock. Stock options are granted
     with an exercise price equal to the stock's fair market value at the date
     of grant. All stock options issued under the Plan have 10-year terms.
     Options granted to employees prior to August 1, 2000, vest and become fully
     exercisable after a range of two to six years from the date of grant. For
     options granted to employees after August 1, 2000, twenty-five percent
     (25%) vest and become exercisable immediately and twenty-five percent (25%)
     vest and become exercisable in each of the three following years, allowing
     for some exceptions of accelerated vesting at the discretion of the Board
     of Directors. Options granted to non-employee directors vest and become
     exercisable immediately upon issuance. At December 31, 2005 and 2004, there
     were 53,000 and 70,000 additional shares, respectively, available for grant
     under the Plan.

          During 2005, Champion granted options to purchase 40,000 shares of
     common stock to employees and our directors. The per share weighted-average
     value of stock options granted during 2005 was $0.23, on the date of grant,
     using the Black-Scholes option model with the following assumptions:
     weighted-average risk-free interest rate of 4.35%, weighted-average
     expected life of three years, weighted-average expected volatility of 77%,
     and no expected dividend yield.

          During 2004, Champion granted options to purchase 96,000 shares of
     common stock to employees and our directors. The per share weighted-average
     value of stock options granted during 2004 was $0.19, on the date of grant,
     using the Black-Scholes option model with the following assumptions:
     weighted-average risk-free interest rate of 4.29%, weighted-average
     expected life of three years, weighted-average expected volatility of 74%,
     and no expected dividend yield.

          The following table summarizes the information about the stock options
     as of December 31, 2004:


                                      F-13
<PAGE>

(0) Stock Options (continued)

<TABLE>
<CAPTION>
                                          Weighted
                Number     Weighted       Average          Number     Weighted
 Range of    Outstanding    Average      Remaining      Exercisable    Average
 Exercise         at       Exercise   Contracted Life        at       Exercise
   Price       12/31/05      Price        (Years)         12/31/05      Price
----------   -----------   --------   ---------------   -----------   --------
<S>          <C>           <C>        <C>               <C>           <C>
$     0.38      20,000       $0.38          9.57           20,000       $0.38
$     0.18      20,000       $0.18          9.31           20,000       $0.18
$     0.23      56,000       $0.23          8.76           28,000       $0.23
      0.29      20,000        0.29          8.52           20,000        0.29
      0.35       6,000        0.35          7.79            4,500        0.35
      0.38      20,000        0.38          8.01           20,000        0.38
      0.50       1,500        0.50          4.00            1,500        0.50
      0.51      20,000        0.51          7.50           20,000        0.51
      0.55      25,000        0.55          6.07           25,000        0.55
      0.56       2,000        0.56          5.01            2,000        0.56
      0.57     100,000        0.57          7.26          100,000        0.57
      0.60      20,000        0.60          7.01           20,000        0.60
      0.63      20,000        0.63          6.31           20,000        0.63
      0.64      10,000        0.64          6.00           10,000        0.64
      0.88      50,000        0.88          3.29           50,000        0.88
      1.00      21,500        1.00          2.88           21,500        1.00
      1.25       1,500        1.25          2.00            1,500        1.25
      2.00      20,000        2.00          0.08           20,000        2.00
      2.22      12,000        2.22          1.10           12,000        2.22
      2.75       1,500        2.75          1.00            1,500        2.75
----------     -------       -----          ----          -------       -----
$018-$2.75     447,000       $0.65          5.72          417,500       $0.69
==========     =======       =====          ====          =======       =====
</TABLE>

<TABLE>
<CAPTION>
                           Number of   Weighted-average
                            Options     exercise price
                           ---------   ----------------
<S>                        <C>         <C>
Balance at December 2003    405,000          0.72
   Granted                   96,000          0.27
   Forfeited                (71,000)         0.69
                            -------         -----
</TABLE>


                                      F-14

<PAGE>

(7) Stock Options (continued)

<TABLE>
<S>                        <C>         <C>
Balance at December 2004    430,000     0.67
   Granted                   40,000     0.28
   Forfeited                (23,000)    0.46
                            -------    -----
Balance at December 2005    447,000    $0.65
                            =======    =====
</TABLE>

(8) 401(k) Plan

          In January 1996, Champion adopted a 401(k) Plan (the "401(k) Plan")
     under which all employees who have completed three months of service are
     eligible to participate. Participants may elect to defer the receipt of up
     to 15% of their annual compensation (up to a maximum dollar amount
     established in accordance with Section 401(k) of the Internal Revenue Code)
     and have such deferred amounts contributed to the 401(k) Plan. Champion
     may, in its discretion, make matching contributions to the extent it deems
     appropriate. The Board of Directors elected to match the 2005 and 2004
     contributions by 100%. Such contributions amounted to $65,176 and $74,082
     for the years ended December 31, 2005 and 2004, respectively.

(9) Related Party Transactions

     In 2005, Richmond Holdings, Inc. was paid $217,500 as commission for the
sale of the Illinois, Indiana and Florida markets. Richmond Holdings, Inc. is a
subchapter S corporation owned 100% by Albert F. Richmond, CEO of Champion.

(10) Commitments and Contingencies

     Lease Commitments

          At December 31, 2005 Champion had commitments under non-cancelable
     operating lease agreements for the rental of office and tower space. Future
     minimum rental payments due under the leases are:

<TABLE>
<S>    <C>
2006      660,200
2007      488,675
2008      278,164
2009       79,219
2010        4,800
       ----------
       $1,511,058
       ==========
</TABLE>

          During the year ended December 31, 2005, Champion incurred $135,965 in
     office rental expense and $711,215 in tower rental expense. In 2005 our
     tower rent expense reflects a onetime reduction of $69,000 as a result of
     the renegotiation of numerous leases at rates less than had been accrued
     during the negotiation period. During the year ended December 31, 2004 we
     incurred $117,220 in office rental expense and $1,126,029 in tower rental
     expense.

     Legal Proceedings

          From time to time, Champion is involved in discussions relating to
     various claims arising in the ordinary course of business. Management has
     reviewed these claims with legal counsel and believes that these actions
     are without merit or that the ultimate liability, if any, resulting from
     them will not materially affect our financial position.


                                      F-15

<PAGE>

(11) Segment Reporting

          Champion has two geographic reportable segments: the domestic (U.S.)
     segment and the international segment, which consists primarily of start-up
     operations in Vietnam. The accounting policies of the segments are the same
     as described in the summary of significant accounting policies. All
     intercompany transactions between the segments have been eliminated.

     Segment results for the years ended December 31, 2005 and 2004 are as
     follows:

<TABLE>
<CAPTION>
                                United States   International   Consolidated
                                -------------   -------------   ------------
<S>                             <C>             <C>             <C>
December 31, 2005
   Revenues                      $ 1,363,731      $  35,913     $ 1,399,644
   Pretax income (loss)              456,283       (315,992)        140,291
   Depreciation /Amortization        211,599         11,434         223,033
   Discontinued operations                --             --              --

Interest
   Revenue                            23,212             --          23,212
   Expense                              (874)            --            (874)
                                 -----------      ---------     -----------
   Net                                22,338             --          22,338
                                 ===========      =========     ===========

Total assets                       1,195,520         38,105       1,233,625

December 31, 2004
   Revenues                      $ 1,816,233      $  67,558     $ 1,883,791
   Pretax income (loss)           (1,324,814)      (779,983)     (2,104,797)
   Depreciation /Amortization        333,195        102,367         435,562
   Discontinued operations           255,997             --         255,997

Interest
   Revenue                             1,759             --           1,759
   Expense                            (1,538)            --          (1,538)
                                 -----------      ---------     -----------
   Net                                   221             --             221
                                 ===========      =========     ===========

Total assets                       1,162,805         42,981       1,205,786
</TABLE>

(12) Major Vendors

          In 2005, 56% of Champion's cost of sales was from one vendor. In 2004,
     49% of Champion's cost of sales was from one vendor.

(13) Assets Held For Sale

          On December 27, 2004, Champion executed an Asset Purchase Agreement
     with ESP Wireless Technology Group, Inc. ("ESP") that was effective as of
     January 1, 2005. Under the Agreement, Champion agreed, upon receipt of all
     appropriate Federal Communications Commission ("FCC") consents and
     approvals, to assign its licenses and sell the related assets (i.e.,
     equipment, customers and operations) in the states of Illinois, Indiana and
     Florida to ESP in exchange for the purchase price of $1,450,000. This
     transaction closed on April 21, 2005. Net book value of the assets held for
     sale was comprised of the following for December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                             2005     2004
                             ----   -------
<S>                          <C>    <C>
Base station and related
   equipment                 $--    $55,721
Licenses                      --        693
Other intangibles             --      5,093
                             ---    -------
Total assets held for sale   $--    $61,507
                             ===    =======
</TABLE>


                                      F-16
<PAGE>

     Revenues less direct costs associated with these markets were $0 and
$255,997 for 2005 and 2004, respectively. This information has been classified
as discontinued operations in the consolidated statements of operations.


                                      F-17

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibits:
Number                       Description                           Incorporated by Reference to
------                       -----------                           ----------------------------
<S>         <C>                                            <C>
3.1         Certificate of Incorporation filed September   Exhibit 3.1 to the Registration Statement on
            29, 1994.                                      Form 10-SB effective February 13, 1997 (File
                                                           No. 0-29032)

3.2         Certificate of Amendment to Certificate of     Exhibit 3.2 to the Registration Statement on
            Incorporation filed January 26, 1996.          Form 10-SB effective February 13, 1997 (File
                                                           No. 0-29032)

3.3         Certificate of Amendment to Certificate of     Exhibit 3.3 to the Registration Statement on
            Incorporation filed April 23, 1996.            Form 10-SB effective February 13, 1997 (File
                                                           No. 0-29032)

3.4         By-laws dated September 29, 1994.              Exhibit 3.4 to the Registration Statement on
                                                           Form 10-SB effective February 13, 1997 (File
                                                           No. 0-29032)

3.5         Amended and Restated By-laws, as adopted       Exhibit 99.2 of the Company's Current Report
            January 23, 2002.                              on Form 8-K filed February 6, 2002 (File No.
                                                           001-12565)

4.1         Specimen Common Stock share certificate.       Exhibit 4.1 to the Registration Statement on
                                                           Form 10-SB effective February 13, 1997 (File
                                                           No. 0-29032)

4.2         Pages from Certificate of Incorporation and    Exhibit 4.2 to the Registration Statement on
            By-laws defining rights of stockholders -      Form 10-SB effective February 13, 1997 (File
            included in Exhibits 3.1, 3.2, 3.3 and 3.4.    No. 0-29032)

10.1        Form of Indemnification Agreement between      Exhibit 10.27 to the Registration Statement
            officers and director of the Company and the   on Form 10-SB effective February 13, 1997
            Company.                                       (File No. 0-29032)
</TABLE>

<PAGE>

<TABLE>
<S>         <C>                                            <C>
10.3        Lease Agreement dated January 1, 2000,         Exhibit 10.30 to the 10-KSB filed March 30,
            between Woodlands office Equities 95 Limited   2000 (File No. 001-12565)
            and the Company.

10.4        Lease Amendment dated December 5, 2002         Exhibit 10.40 to the 10-KSB filed March 31,
            between Woodstead-Grogan Operating             2003 (File No. 001-12565)
            Associates, L.P. and the Company

10.5        Master Antenna Site Lease No. 130 dated        Exhibit 10.50 to the 10-KSB filed March 31,
            February 1, 1999 between Pinnacle Towers,      2003 (File No. 001-12565)
            Inc. and the Company

10.6        Commission Agreement dated July 1, 2004,       Exhibit 10-6 to the 10-KSB filed April 1,
            between Richmond Holdings, Inc. and the        2005 (File No. 001-12565)
            Company

10.7        Asset Purchase Agreement, dated December 30,   Exhibit 10-7 to the 10-KSB filed April 1,
            2004 between ESP Wireless Technology Group,    2005 (File No. 001-12565)
            Inc. and the Company

21          Subsidiaries                                   Exhibit 21 to the 10-KSB filed April 1, 2005
                                                           (File No. 001-12565)

24.1        Power of Attorney (included on signature
            page)

31.1*       Certification of the Chief Executive Officer
            Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

31.2*       Certification of the Chief Financial Officer
            Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

32.1*       Certification of the Chief Executive Officer
            and Chief Financial Officer Pursuant to 18
            U.S.C. Section 1350, Adopted Pursuant to
            Section 906 of the Sarbanes-Oxley Act of
            2002
</TABLE>

----------
*    Filed herewith.