<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, 2004.

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.

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

1610 WOODSTEAD COURT, SUITE 330
THE WOODLANDS, TEXAS                                    77380
(Address of Principal Offices)                        (Zip Code)

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

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

           Title of Each Class              Name of Exchange on which Registered
                  NONE                                    NONE

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

           Title of Each Class             Name of Exchange on which Registered
COMMON STOCK, PAR VALUE $.01 PER SHARE                    NONE

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. $1,883,791

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 24, 2005, there were 4,217,007 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 24, 2005 was $478,389
based upon the average bid and ask price of the common stock on such date of
U.S. $0.25 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

<TABLE>
<CAPTION>
                                                                                                  PAGE NUMBER
<S>                                                                                               <C>
                                             INDEX

GLOSSARY OF TERMS .............................................................................        i

                                            PART I

ITEM 1.    DESCRIPTION OF BUSINESS ............................................................        1

ITEM 2.    DESCRIPTION OF PROPERTY ............................................................        8

ITEM 3.    LEGAL PROCEEDINGS ..................................................................        9

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ................................        9

                                            PART II

ITEM 5.       MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
              ISSUER PURCHASES OF EQUITY SECURITIES ...........................................       10

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS ......................................................................       11

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 ................................................       22

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:

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.

                                      i

<PAGE>

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.

                                      ii

<PAGE>

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.

                                       iv

<PAGE>

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.

                                       v

<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 351 trunked dispatch customers domestically in our Major
Metropolitan Areas utilizing over 5,000 subscriber units (either radio or base
stations) in three states. Our domestic 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.

            As previously announced in a press release dated March 15, 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. Cold Creek Consulting continued its representation to
market individual portfolio assets and, on December 29, 2004, an asset purchase
agreement was executed to sell the Illinois and Florida regions. Additionally,
we are currently negotiating offers to purchase several individual assets.

            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
more relaxed regulatory requirements than a CMRS provider, such as cellular and
certain SMR or ESMR licensees. See "Current Business - Regulation."

            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. As a PMRS licensee, we are
subject to less stringent regulatory requirements than CMRS licensees.

                                       1
<PAGE>

            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 have determined through external and internal research that
communication solution opportunities exist globally in developing nations,
primarily in Southeast Asia. Preliminary study of these opportunities indicate
that we may have the opportunity to install systems throughout Vietnam. 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. Our WLL product is now available to be utilized throughout
Vietnam and the first contract for installation of the WLL was executed in 2003.
The first installation was completed in December 2003 and is currently in the
field trial test stage. However, there are no assurances that the sale of our
WLL product in Vietnam will be successful.

            Our management currently intends to continue to market and sell our
North American operations and assets. Based on our past experiences, including
regulatory delays, we believe these efforts may require a period of at least
several years to complete, and there can be no assurance we can complete this
goal even by that time.

            With respect to our international operations, we have had
preliminary discussions with an investment banking firm about raising funds to
be used to expand our Southeast Asian operations. 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 can
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 on
the sale 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 users or 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,

                                       2
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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 three states. We currently have approximately 351
customers utilizing over 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 band, 800 MHz, 900 MHz band,
cellular or PCS segments of the wireless communications industry, and we
currently do not intend to become active in those segments.

            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 in that 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.

            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

                                       3
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particularly advantageous as it contains the only frequencies in the 450-512 MHz
band on which exclusive business radio service channels are available. During
2004 we operated approximately 349 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 12, 2005, we had been granted FCC
licenses to operate approximately 583 T-Band channels in the Houston, Dallas/Ft.
Worth, Northern California, Washington/Baltimore and Chicago areas and operated
those licenses to provide two-way radio dispatch services. As of March 12, 2005,
we hold approximately 349 exclusive use FCC licenses and approximately 240
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.

            Under FCC licenses, we also operated, in a private format, twelve
radio common carrier channel repeaters in Florida.

            As previously stated we executed an asset purchase agreement in
December 2004 to transfer our 67 T-Band licenses in Illinois and the 12 radio
common carrier channel licenses in Florida with appropriate FCC consents. It is
anticipated that this transaction will close by the end of the first quarter
2005.

            800 MHZ REPEATER OPERATIONS. As with the 450-512 MHz band CRs which
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 as needed and
infrastructure holdings within our selected Major Metropolitan Areas through the
FCC-approved acquisition of operating and start-up 450-512 MHz band trunked
dispatch systems. At the same time we are actively pursuing the sale of our
domestic assets through the efforts of Cold Creek Consulting to maximize the
value of our assets. The operational value of these assets is less significant
than the value that can be realized through a sale to an operator or public
service user.

            SPECTRUM. Spectrum is critical in the communications business.
Without spectrum on which to operate, the best communications equipment is
worthless. We spend considerable funds to

                                       4
<PAGE>

acquire 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 construct such T-Band systems. This
allows us the capacity to add new customers as well as increase the value of the
portfolio of assets being offered for sale.

            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. However, to date,
our international operations remain in the initial stages and have not generated
significant sales. The first contract in Vietnam was executed in September 2003
and is in the field trial test. 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, fax and Internet
services to first time users in South and Southeast Asia. This is the first of
such licenses to be granted by the Socialist Republic of Vietnam.

            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 have hired an investment banking firm 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

                                       5
<PAGE>

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 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

                                       6
<PAGE>

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 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

                                       7
<PAGE>

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.

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 five business regions as
follows: Houston, Dallas/Ft. Worth, Northern California, Chicago, 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. There are no assurances that the sale of our WLL
product will be successful; however, we hope to be granted final acceptance for
the first phase of the contract executed in 2003 and anticipate that the final
two phases will be completed by the end of 2005. In addition, we are conducting
studies of 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 will facilitate
telephony, fax and internet service for first time users in remote villages
throughout Vietnam. Authority for resident offices was obtained in Vietnam
during 2001, and Champion Vietnam Wireless B.V. and Champion Wireless Solutions
(Vietnam) LTD. have offices in both Hanoi and Ho Chi Minh City. There is
currently one employee in the Ho Chi Minh City office and four employees in the
Hanoi office.

EMPLOYEES

            As of March 24, 2005, we employed seven people on a full-time basis,
in addition to five employees in Vietnam. None of our employees belong to a
union.

ITEM 2. DESCRIPTION OF PROPERTY

            We lease 5,702 square feet of office space in The Woodlands, Texas,
a suburb of Houston, Texas, where its principal offices are located. We also
lease two offices in Vietnam, one in Hanoi and another in Ho Chi Minh City
totaling approximately 1,038 square feet.

                                       8
<PAGE>

            We lease antenna and repeater space on approximately 43 tower sites.
Other than our leases on the Sears Tower in Chicago, Illinois, which has been
assumed effective January 1, 2005, by the purchaser of the Illinois assets, and
Allied Tower in Houston, Texas, no one lease is material to our business. The
leases are generally for terms of one to two years and month-to-month thereafter
except as follows:

<TABLE>
<CAPTION>
  LOCATION                  LEASE EXPIRATION
------------                ----------------
<S>                         <C>
Denton, TX                  October 2005
Chicago, IL                 December 2005
Willis, TX                  July 2006
McKinney, TX                December 2007
Houston, TX                 May 2009
</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.

                                       9
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

            Our Common Stock is currently traded on the TSX Venture Exchange and
quoted on the U.S. OTC Bulletin Board under the symbol CCMS. During the years
ended December 31, 2003, and December 31, 2004, 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, 2003         $ 0.510            $  0.510   $0.800              $ 0.800
June 30, 2003          $ 0.300            $  0.300   $0.280              $ 0.280
September 30, 2003     $ 0.350            $  0.350   $0.300              $ 0.300
December 31, 2003      $ 0.380            $  0.340   $0.290              $ 0.290

March 31, 2004         $ 0.320            $  0.320   $0.380              $ 0.380
June 30, 2004          $ 0.290            $  0.290   $0.380              $ 0.380
September 30, 2004     $ 0.230            $  0.230   $0.380              $ 0.380
December 31, 2004      $ 0.200            $  0.200   $0.380              $ 0.380
</TABLE>

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

As of March 24, 2005, our Common Stock was held by 108 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, 2003          20,000       $ 0.6000
April 3, 2003           100,000       $ 0.5700
July 1, 2003             25,000       $ 0.5100
</TABLE>

                                       10
<PAGE>

<TABLE>
<S>                      <C>          <C>
October 13, 2003         57,000       $ 0.3500
January 1, 2004          20,000       $ 0.3800
July 8, 2004             20,000       $ 0.2900
October 4, 2004          56,000       $ 0.2300
</TABLE>

Information as of December 31, 2004 regarding equity compensation plans approved
and not approved by shareholders is summarized in the following table:

<TABLE>
<CAPTION>
                                                                                                                   (C)
                                                                                                       Number of Shares Remaining
                                                                                                      Available for Future Issuance
                                                  (A)                             (B)                Under Equity Compensation Plans
                                     Number of Shares to be Issued  Weighted Average Exercise Price  (Excluding Shares Reflected in
                                     Upon Exercise of Outstanding        of Outstanding Options                 Column A)
        Plan Category                         Options
----------------------------------   -----------------------------  -------------------------------  -------------------------------
<S>                                  <C>                            <C>                              <C>
Equity compensation plans approved                         430,000                            $0.76                           70,000
by shareholders

Equity compensation plans not
approved by shareholders                                       N/A                              N/A                              N/A
                                                           -------                            -----                           ------

TOTAL                                                      430,000                            $0.76                           70,000
                                                           =======                            =====                           ======
</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.

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, sell our North American operations, expand the dispatch systems
internationally, 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

                                       11
<PAGE>

date herein, including, without limitation, changes in our business strategy or
planned capital expenditures, or to reflect the occurrence of unanticipated
events.

LACK OF ACCUMULATED EARNINGS; UNCERTAINTY AS TO FUTURE PROFITABILITY

            A significant portion of our income has been derived from the sale
of non-core spectrum, generating $16.5 million in revenues since 1997. At
December 31, 2004, we had an accumulated earnings deficit of approximately
$2,470,000. 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.

NEW TECHNOLOGIES

            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.

COMPETITION

            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.

DEPENDENCE ON KEY PERSONNEL

            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.

CONTROL BY OFFICERS AND DIRECTORS

            As of December 31, 2004, our executive officers and directors owned
approximately 55% 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.

                                       12
<PAGE>

ABSENCE OF DIVIDENDS

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

IMPACT OF REGULATORY ISSUES

            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 "refarming" (i.e., the ongoing FCC proceeding to rewrite the rules
governing licensing and operation in the 450-512 MHz band where our business is
concentrated), 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.

INABILITY TO OBTAIN 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 AFFECTING 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.

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 have 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. Consequently, Cold Creek Consulting has
continued marketing the portfolio assets. On December 29, 2004, we executed an
asset purchase agreement to sell the Illinois and Florida areas subject to FCC
consent. The FCC granted final order to the transfer of the licenses on March 3,
2005 and the sales became effective January 1, 2005. We are currently in
negotiation to

                                       13
<PAGE>

sell other select assets of the portfolio. However, any portion of North America
operations that are not sold will continue to be operational.

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. As
such at the beginning of 2003, management eliminated the Spectrum Division.
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 beginning in 2002.

            Vehicle tracking utilizing our wireless communication's
infrastructure was not new; however, it had advanced by combining the power of
GPS with modern technology and internet availability. Talk `N Track(TM) is a
complete vehicle management system with audio capabilities. We anticipated this
service would be a powerful tool with a potential to provide companies with
improved vehicle management and thus enhance profitability. We showcased this
product 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.

            These events are reflected in the results of operations reported in
this year's report.

            In 1999 members of our management team traveled to Vietnam and China
to evaluate the dispatch communication market. Preliminary results indicated
that the part of China visited revealed adequate dispatch communications.
However, it was discovered 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. At the present time, our CEO, Albert Richmond, is in Asia
evaluating the demand for dispatch communication and the likelihood of acquiring
infrastructure to support digital dispatch in Southeast Asia. The results of
this evaluation will determine if we will move forward with plans to acquire an
existing digital dispatch operator with the intention of future expansion of a
dispatch communication network in 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

                                       14
<PAGE>

in 2001 and final acceptance in 2002. 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 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 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. The system has been in the testing phase since that time, experiencing
some technical problems that precluded the system from receiving temporary
acceptance necessary to install the final two phases and complete the contract.
Even though these 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 is fully operational.

DECEMBER 31, 2004 COMPARED TO DECEMBER 31, 2003

            Total revenues for 2004 were $1,883,000, a decrease of $403,000 from
2003. Equipment sales increased $154,000 from 2003 and there was a $557,000
reduction in dispatch revenues. The decrease is the result of continued churn
experienced in our domestic operations. The downturn in the economy since 2002
and the consolidation of businesses has contributed to the loss of revenue.
Additionally, the emergence of technology and increased competition offered by
wireless companies has also resulted in the loss of customers. During 2004 we
had a dispatch base in five Major Metropolitan Areas, but do not currently have
expansion opportunities to blanket the entire United States. Effective January
1, 2005, we entered into an asset purchase agreement to sell one of our Major
Metropolitan Areas. Our major competitors, who operate in different frequency
bands, are able to offer nationwide coverage. Our value remains in the value of
the assets.

            Management recognizes the need to diversify our business activities
to foster growth and the ability to withstand business fluctuations. Because we
believe that North America is saturated with communication providers, through
offshore subsidiaries, we are marketing the SkyLink(TM) LD-WLL and have
preliminary plans to acquire a digital dispatch operation in Southeast Asia with
the intention of expanding and providing dispatch communication services in
other countries.

            In the past, we were successful buying and selling spectrum, while
these transactions were sporadic, they were also highly 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 evaluated 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. We can market our
portfolio to the affected parties while continuing to service our regular
customer base. This provides the potential to maximize value for the
shareholders.

            Costs of sales decreased from $1,374,000 in 2003 to $1,291,000 in
2004. Cost of equipment sales increased $46,000 corresponding to the increase in
sales and there was a $129,000 reduction in dispatch costs and expenses, the
majority of which are rent savings achieved from the successful renegotiation of
tower site rentals.

                                       15
<PAGE>

            Amortization decreased $49,000 in 2004 from 2003 reflecting licenses
that have been fully amortized. Depreciation was $205,000 for 2004 compared to
$209,000 in 2003, a decrease of $4,000.

            General and administrative expenses decreased 23% or $555,000 from
2003 to 2004. We recognized savings of $299,000 from discontinuing the Talk `N
Track(TM) marketing program due to the lack of desired results the program
generated. As discussed last year, we experienced formidable competition in
marketing our Talk `N Track product. International general and administrative
costs increased $79,000 from 2003. During 2004 we expanded our office in Hanoi
to meet the demands of the WLL contract installation and testing. In addition,
corporate general and administrative expenses were reduced in 2004 due to the
CEO waiving his salary in lieu of a success based commission effective July 2004
and other expense reductions related to the downsized operations.

            Upon the advice of our audit firm, Malone and Bailey, PC, in order
to present fairly our financial statements and comply with generally accepted
accounting principles, we have written off as impaired, the net book value of
our SkyLink(TM) product, as well as the work in process inventory for the
SkyLink(TM) WLL contract, which has been executed and is currently in a testing
phase in Vietnam. The impaired write off for the SkyLink(TM) product is
$206,000, and our related inventory write off is $134,000. Although we have
written down these assets for proper financial statement presentation, according
to generally accepted accounting principles, we believe that SkyLink(TM) is
still a commercially viable product for us in Vietnam, though we can give you no
assurance that we will be ultimately successful in our efforts or that it will
be a profitable product for us. In addition, our contract in Vietnam has
received the necessary approvals for phase I, and we expect to continue with
phases II and III in the next quarter.

            We recognized a net loss on the disposal of communication equipment
assets of $4,000 compared with $6,000 in 2003. Both years reflected sales and
write offs of obsolete equipment.

            Interest income for 2004 was $2,000 as compared with $16,000 for
2003 due to reduced cash investments. Interest expense for the year ended
December 31, 2004 was comparable to 2003 at $2,000. As of December 31, 2003, we
had no significant debt or financings.

            Our net loss for 2004 is $1,795,000 as compared to a net loss of
$1,379,000 for 2003.

LIQUIDITY AND CAPITAL RESOURCES

            At December 31, 2004, we had cash and cash equivalents of
approximately $383,000 compared with $934,000 at December 31, 2003. Considerable
effort is being expended to achieve expansion of our international activities
and the decrease in cash is in large part due to 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 $140,000 at December 31, 2004 as compared
with $1,275,000 at December 31, 2003.

            Net cash used in operating activities was $405,000 for 2004 compared
with a net cash use of $1,006,000 in 2003.

            Net cash used in investing activities was $32,000 for 2004 as
compared with net cash used of $94,000 in 2003.

            Net cash used in financing activities was $13,500 in 2004 compared
to $87,000 in 2003. Little cash was used in financing activities in 2004 as we
have no outstanding debt.

            Additional financing will be needed to pursue the planned expansion
to digital dispatch in Southeast Asia. Cold Creek Consulting continues its
efforts on our behalf to sell the domestic portfolio of assets and we hope to
raise investment financing to fund the proposed international expansion. We have
conducted preliminary discussions with an investment banking firm to seek public
or private equity financing, and we will search for other 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 36 months.

                                       16
<PAGE>

SUMMARY OF CRITICAL ACCOUNTING POLICIES

INVENTORY

            Our inventory consists primarily of two-way radios, parts and
accessories. We use the average cost method of accounting for inventory and is
recorded at the lower of cost or market.

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

                                       17
<PAGE>

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.

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)       63      Chairman of the Board, Chief Executive
Houston, Texas                          Officer and President
Pamela R. Cooper                52      Chief Financial Officer, Treasurer,
Spring, Texas                           Secretary and Controller
Peter F. Dicks (1)(2)           62      Director
London, England
James H. Grossman (1)(2)        65      Director
San Francisco, California
</TABLE>

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

(2) Member of Compensation Committee

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, PNC Telecom 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.

                                       18
<PAGE>

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 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.

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.

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, 2004.

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

                                       19
<PAGE>

            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, 2004, 2003, and 2002,
with respect to the Chief Executive Officer, Mr. Richmond. No other executive
officers received annual compensation (including salary and bonuses earned)
which exceeded $100,000 during the fiscal year ended December 31, 2004.

<TABLE>
<CAPTION>
                                            Annual Compensation
                             ------------------------------------------------
                             Fiscal Year
                                Ended                            Other Annual
   NAME AND PRINCIPAL          Dec. 31     Salary ($)   Bonus    Compensation
                             -----------   ----------   -----    ------------
<S>                          <C>           <C>          <C>      <C>
POSITION
Albert F. Richmond,             2004       $  105,000     --           --
Chairman of the Board and       2003       $  200,000     --           --
Chief Executive Officer         2002       $  200,000     --           --
</TABLE>

            During the last completed fiscal year, we did not grant any
stock options to the named executive officer. Thus, no options were granted to
or exercised by the named executive officer during 2004. The named executive
officer 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 Mr. Richmond effective July 1, 2004 in
lieu of salary.

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 24, 2005 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                         2,109,550 (2)           50.02%

Pamela R. Cooper                             203,400 (3)            4.46%

Peter F. Dicks                               228,000 (4)            5.21%
23 Bentinck Street
London, W1M 5RL
England

James H. Grossman                             70,000 (5)            1.61%
2462 Broadway
San Francisco, CA 94115
</TABLE>

                                       20
<PAGE>

<TABLE>
<S>                                                                     <C>                     <C>
Mid-South Investor Fund, L.P.                                             212,500                5.04%
201 4th Ave. N., Suite 1950
SunTrust Bank Bldg.
Nashville, TN 37219
All executive officers and directors as a group (four individuals)      2,610,950               57.71%
</TABLE>

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

(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 Bank One Securities Corporation, as
      Custodian of IRA and 169,500 shares that Ms. Cooper may acquire upon the
      exercise of currently exercisable stock options.

(4)   Includes 78,000 shares that Mr. Dicks may acquire upon the exercise of
      currently exercisable stock options.

(5)   Includes 60,000 shares that Mr. Grossman may acquire upon the exercise of
      currently exercisable stock options.

EQUITY COMPENSATION PLAN INFORMATION

            The following table provides information as of December 31, 2003
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 of       Exercise Price of           (Excluding Shares
Plan Category                          Outstanding Options        Outstanding Options        Reflected in Column A)
-------------------------            -----------------------      -------------------      -------------------------
<S>                                  <C>                          <C>                      <C>
Equity compensation plans                            430,000                    $0.76                         70,000
approved by shareholders

Equity compensation plans
not approved by                                          N/A                      N/A                            N/A
shareholders
</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 memorializes the commission to be paid to Mr. Richmond.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

                                       21
<PAGE>

(a)   Documents filed as part of this report.

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

      Report of Independent Registered Public Accounting Firm                 F-2

      Consolidated Balance Sheets, December 31, 2004 and 2003                 F-4

      Consolidated Statements of Operations, Years Ended
      December 31, 2004 and 2003                                              F-5

      Consolidated Statements of Stockholders' Equity, Years Ended
      December 31, 2004 and 2003                                              F-6

      Consolidated Statements of Cash Flows, Years Ended
      December 31, 2004 and 2003                                              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 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
           included in Exhibits 3.1, 3.2, 3.3 and 3.4.     (File No. 0-29032)
</TABLE>

                                       22
<PAGE>

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

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,
           between Richmond Holdings, Inc. and the
           Company

10.7*      Asset Purchase Agreement, dated December
           30, 2004 between ESP Wireless
           Technology Group, Inc. and the Company

21*        Subsidiaries

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 December 2, 2004, we filed a report on Form 8-K, Item 2.02, Results of
      Operations and Financial Condition, reporting financial results for the
      three month period ended September 30, 2004.

2.    On January 5, 2005, we filed a report on Form 8-K, Item 1.01, Entry into a
      Material Definitive Agreement, reporting the execution of an Asset
      Purchase Agreement with ESP Wireless Technology Group, Inc.

                                       23
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

            Aggregate fees billed to the Company for the fiscal year ended
December 31, 2004 and 2003 by Malone & Bailey, PC, the Company's independent
auditors, were as follows:

<TABLE>
<CAPTION>
                                                FISCAL YEAR ENDED
                                     -----------------------------------------
                                            2004                   2003
                                     -----------------     -------------------
<S>                                  <C>                   <C>
Audit Fees(1)                        $          41,200     $            49,600
Audit-Related Fees(2)                            1,000                     658

                                     -----------------     -------------------
Total Audit and Audit-Related Fees              42,200                  50,258
Tax Fees(3)                                                              6,025
All Other Fees(4)                                    -                   1,524

                                     -----------------     -------------------
Total Fees                           $          42,200     $            57,807
</TABLE>

(1)   Of the total for fiscal year 2003, $40,600 in audit fees were billed to us
      by Malone & Bailey, PC and $9,000 by BDO Seidman, LLP 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." No professional services for
      audit-related services were provided to us by Malone & Bailey, PC for
      fiscal year 2004 or 2003.

(3)   Includes fees for tax consulting services, tax compliance services and
      preparation of statutory tax reports.

(4)   Includes fees billed for services rendered other than the services covered
      in the table above, which consisted primarily of audit committee meeting
      participation.

            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, 2004, 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, 2005.

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, 2004,
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, 2005
-------------------------      Chief Executive Officer and President
Albert F. Richmond

  /s/ Pamela R. Cooper         Chief Financial Officer, Treasurer,            March 29, 2005
-------------------------      and Controller
Pamela R. Cooper

  /s/ Peter F. Dicks           Director                                       March 29, 2005
-------------------------
Peter F. Dicks

  /s/ James H. Grossman        Director                                       March 29, 2005
-------------------------
James H. Grossman
</TABLE>

                                       25
<PAGE>

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

   Report of Independent Registered Public Accounting Firm.............................       F-2

   Consolidated Balance Sheets, December 31, 2004 and 2003.............................       F-3

   Consolidated Statements of Operations, Years Ended December 31, 2004 and 2003 ......       F-4

   Consolidated Statements of Stockholders' Equity, Years Ended
            December 31, 2004 and 2003.................................................       F-5

   Consolidated Statements of Cash Flows, Years Ended December 31, 2004 and 2003.......       F-6

   Notes to Consolidated Financial Statements..........................................       F-7
</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 sheets of Champion
Communication Services, Inc. and Subsidiaries as of December 31, 2004 and 2003,
and the related consolidated statement of operations, stockholders' equity, and
cash flows for the two years ended December 31, 2004. 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 audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Champion
Communication Services, Inc. and Subsidiaries as of December 31, 2004 and 2003,
and the results of its operations and its cash flows for the periods described
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-2
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                   2004             2003
                                                                                -----------      -----------
<S>                                                                             <C>              <C>
ASSETS

Current Assets
      Cash and cash equivalents                                                 $   383,116      $   834,292
      Restricted cash                                                                     -          100,000
      Accounts receivable, net of allowance for doubtful accounts of
          $1,034 and $9,263, respectively                                            48,286          108,271
      Inventories                                                                         -          173,569
      Refundable income taxes                                                             -          340,000
      Prepaid expenses and other                                                     62,456           95,300
                                                                                -----------      -----------
         Total Current Assets                                                       493,858        1,651,432
                                                                                -----------      -----------
Communications equipment and related assets, net of accumulated
       depreciation of $1,411,009 and $1,233,619, respectively                      512,351          692,452
Other assets, net of amortization of $1,136,383 and $1,118,614 respectively         101,530          540,173
Assets held for sale                                                                 61,507           96,692
Other assets                                                                         36,540                -
                                                                                -----------      -----------
                                                                                $ 1,205,786      $ 2,980,749
                                                                                ===========      ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts payable                                                          $    75,310      $   102,741
      Accrued expenses                                                              278,200          267,347
      License sales deposits                                                              -            5,200
      Current maturities of notes payable                                                 -            1,144
                                                                                -----------      -----------
         Total Current Liabilities                                                  353,510          376,432
                                                                                -----------      -----------
Long-Term Liabilities
        Customer deposits                                                               400            1,758
                                                                                -----------      -----------
         Total Liabilities                                                          353,910          378,190
                                                                                -----------      -----------
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,
          4,217,007 shares issued and outstanding at December 31,
          2004 and 6,201,690 shares issued and 4,088,917 outstanding at
          December 31, 2003                                                          42,170           40,889
        Additional paid-in capital                                                3,654,635        3,611,157
        Retained deficit                                                         (2,844,929)      (1,049,487)
                                                                                -----------      -----------
Total Stockholders' Equity                                                          851,876        2,602,559
                                                                                -----------      -----------
                                                                                $ 1,205,786      $ 2,980,749
                                                                                ===========      ===========
</TABLE>

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

                                       F-3
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                2004             2003
                                                             -----------      -----------
<S>                                                          <C>              <C>
Revenues
    Dispatch communications                                  $ 1,708,983      $ 2,264,901
    Equipment sales and service                                  174,503           20,172
    Spectrum sales and fees                                          305            1,680
                                                             -----------      -----------
        Total Revenues                                         1,883,791        2,286,753
                                                             -----------      -----------
Operating expenses:
    Cost of sales:
      Dispatch communications                                  1,142,092        1,270,844
      Equipment sales and service                                149,212          102,597
      Spectrum sales and fees                                        105              905
                                                             -----------      -----------
        Total Cost of Sales                                    1,291,409        1,374,346
                                                             -----------      -----------
        Gross Margin                                             592,382          912,407

    Bad debt expense                                              27,003           11,000
    Depreciation and amortization                                435,562          488,028
    Impairment expense                                           340,926                -
    General and administrative expenses                        1,889,788        2,444,954
    Net loss on disposal/sale of fixed  and other assets           4,121            5,964
                                                             -----------      -----------
      Operating loss                                          (2,105,018)      (2,037,539)
                                                             -----------      -----------
Other income (expenses):
    Interest income                                                1,759           15,750
    Interest expense                                              (1,538)          (1,740)
                                                             -----------      -----------
Loss before income taxes                                      (2,104,797)      (2,023,529)
                                                             -----------      -----------
Income tax benefit                                                53,358          307,594
                                                             -----------      -----------
Income from continuing operations                             (2,051,439)      (1,715,935)
Discontinued operations:
  Gain from discontinued operations                              255,997          336,736
                                                             -----------      -----------
Net loss                                                     $(1,795,442)     $(1,379,199)
                                                             ===========      ===========
Basic and diluted net loss per common share                  $     (0.43)     $    ( 0.34)
                                                             ===========      ===========
Weighted average common shares outstanding                     4,184,172        4,104,839
</TABLE>

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

                                      F-4
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                  Additional                       Retained          Total
                                   Common stock     Common         paid-in                         earnings       stockholders
                                     shares         stock          capital      Treasury Stock     (deficit)         equity
                                   ------------   -----------    -----------    --------------    ------------    ------------
<S>                                <C>            <C>            <C>            <C>               <C>             <C>
Balance at December 31, 2002        6,201,690     $    62,017    $ 5,226,703    ($   1,595,588)    $   329,712    $  4,022,844

Purchase of treasury stock                  -               -              -           (52,984)              -         (52,984)

Re-issuance of treasury stock               -               -           (387)           12,285               -          11,898
Reclass treasury into common
 shares                            (2,112,773)        (21,128)    (1,615,159)        1,636,287               -               -
Net loss for 2003                           -               -              -                 -      (1,379,199)     (1,379,199)
                                   ----------     -----------    -----------    --------------    ------------    ------------
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     $           0    ($ 2,844,929)   $    851,876
                                   ==========     ===========    ===========    ==============    ============    ============
</TABLE>

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

                                      F-5
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                      2004              2003
                                                                                  ------------      -------------
<S>                                                                               <C>               <C>
Cash flows from operating activities:
    Net loss                                                                      ($ 1,795,442)     ($ 1,379,199)
Adjustments to reconcile net loss to
  net cash used in operating activities:
      Change in restricted cash                                                        100,000                 -
      Depreciation and amortization                                                    475,819           544,414
      Bad debt expense                                                                  27,003            11,000
      (Gain) loss on disposal/sale of fixed and other assets                             4,121             5,964
      Deferred taxes                                                                         -            56,000
      Deposits                                                                          (1,358)                -
      Loss on impairment of intangibles                                                340,926                 -
      Change in assets and liabilities:
        Accounts receivable                                                              7,328           129,116
        Note receivable                                                                 25,655                 -
        Refundable income taxes                                                        340,000          (102,000)
        Inventory                                                                       38,899            13,638
        Prepaid expenses                                                                32,843            (1,926)
        Accounts payable                                                               (27,433)          (61,044)
        Accrued expenses                                                                68,000          (226,516)
        License sales and customer deposits                                             (5,200)            4,255
        Other assets                                                                   (36,540)                -
                                                                                  ------------      ------------
          Net cash used in operating activities                                       (405,379)       (1,006,298)
                                                                                  ------------      ------------

Cash flows from investing activities:
    Purchases of fixed and other assets                                                (33,118)         (112,690)
    Proceeds from sale fixed and other assets                                              850            19,084
                                                                                  ------------      ------------
          Net cash provided by (used in) investing activities                          (32,268)          (93,606)
                                                                                  ------------      ------------

Cash flows from financing activities:
    Repayment of notes payable                                                          (1,143)          (46,376)
    Purchase of treasury stock, net of issuances                                       (12,386)          (41,086)
                                                                                  ------------      ------------
          Net cash used in financing activities                                        (13,529)          (87,462)
                                                                                  ------------      ------------

Decrease in cash and cash equivalents                                                 (451,176)       (1,187,366)

Cash and cash equivalents at beginning of year                                         834,292         2,021,658
                                                                                  ------------      ------------

Cash and cash equivalents at end of year                                           $   383,116       $   834,292
                                                                                  ============      ============

Supplemental disclosure of cash flow information:
    Cash paid (refunded) during the year for:
    Taxes                                                                         ($    53,358)     ($     5,239)
                                                                                  ============      ============
    Interest                                                                       $     1,535       $     2,025
                                                                                  ============      ============

    Non-cash transactions:
    Transfer of property and equipment and intangible assets to inventory          $       740       $     1,544
                                                                                  ============      ============
    Equipment sold in exchange for other assets                                    $         -      ($       226)
                                                                                  ============      ============
    Issuance of common stock for accrued expenses                                  $    57,145
                                                                                  ============
</TABLE>

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

                                      F-6
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

(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.

                  Champion had $100,000 restricted as collateral for its direct
            deposit payroll at the end of 2003. This restriction was released
            during 2004.

      (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 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.

                                      F-7

<PAGE>

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

      (e)   Inventory

                  Champion's inventory consists primarily of component parts for
            the integrated SkyLink(TM) systems under contract in Vietnam. We use
            the cost method of accounting for inventory which is recorded at the
            lower of cost or market. $134,669 and $0 of inventory was impaired
            in the years ended December 31, 2004 and 2003, respectively.

      (f)   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.

      (g)   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.

      (h)   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,
            2004 and 2003 indicated there was $340,926 and $0, respectively, of
            impairment.

      (i)   Accrued Expenses

                  Accrued expenses at December 31, 2004 consist primarily of
            accrued tower rents totaling $82,000 and our annual 401(k) match
            totaling $75,000. The remaining balance consists of normal course of
            business liabilities. At December 31, 2003, accrued expenses
            consisted primarily of accrued tower rents totaling $69,000 and the
            annual 401(k) match of $59,000.

      (j)   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.

                                      F-8

<PAGE>

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

      (k)   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, 2004
            and 2003. 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:

<TABLE>
<CAPTION>
                                                                           2004             2003
                                                                      ------------      ------------
<S>                                                                   <C>               <C>
Net loss, as reported                                                 $ (1,795,442)     $ (1,379,199)

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                                                        (32,218)          (43,474)
                                                                      ------------      ------------
Pro Forma net loss                                                    $ (1,827,660)     $ (1,422,673)
                                                                      ============      ============

Net loss per share, basic and diluted

As reported                                                           $      (0.43)     $      (0.34)
Pro forma                                                             $      (0.44)     $      (0.35)
                                                                      ------------      ------------
</TABLE>

                  The weighted average fair value of the stock options granted
            during fiscal 2004 and 2003 was $0.19 and $0.18, respectively.
            Variables used in the Black-Scholes option-pricing model include (1)
            4.29% and 2.28%, 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 74% and 77%, respectively, and
            (4) zero expected dividends.

      (l)   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 years ended December31, 2004 and 2003,
            potential dilutive securities had an anti-dilutive effect and were
            not included in the calculation of diluted net loss per common
            share.

                                       F-9

<PAGE>

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

      (m)   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.

      (n)   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.

      (o)   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 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, 2004 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.

                                      F-10
<PAGE>

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

            Communication equipment and related assets at December 31, 2004 and
      2003 are comprised of the following:

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

<TABLE>
<CAPTION>
                                                                 December 31, 2003
                                                     -----------------------------------------
                                         Asset                      Accumulated        Net
                                         Life           Cost        Depreciation     Balance
                                      ------------   -----------    ------------    ----------
<S>                                   <C>            <C>            <C>             <C>
Base station and related equipment    5 - 10 years   $ 1,542,325    $    924,759    $  617,566
Other furniture, data processing
and communications equipment          2 - 5 years        383,746         308,860        74,886
                                                     -----------    ------------    ----------
                                                     $ 1,926,071    $  1,233,619    $  692,452
                                                     ===========    ============    ==========
</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 - 10 years   $ 1,094,481    $    992,951    $  101,530
                                                     ===========    ============    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                 December 31, 2003
                                                     -----------------------------------------
                                         Asset                      Accumulated        Net
                                         Life           Cost        Amortization     Balance
                                      ------------   -----------    ------------    ----------
<S>                                   <C>            <C>            <C>             <C>
Licenses and other intangible
assets                                5 - 10 years   $ 1,537,820    $    997,647    $  540,173
                                                     ===========    ============    ==========
</TABLE>

            During the year ended December 31, 2004, communication equipment and
      other assets with a net book value of approximately $0 were sold for $850.
      In addition, we disposed of communication equipment and other assets with
      a net book value of $4,971, decreasing the gain to a net loss of $4,121
      for the year ended December 31, 2004. During the year ended December 31,
      2003, communication equipment and other assets with a net book value of
      approximately $2,000 were sold resulting in a gain of approximately
      $10,000. In addition, we disposed of communication equipment and other
      assets with a net book value of approximately $16,000 decreasing the gain
      to an approximate net loss of $6,000 for the year ended December 31, 2003.
      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. There were no impaired assets for
      2003. Depreciation and amortization expense was $435,562 and $488,028 for
      the years ending December 31, 2004 and 2003, respectively.

            Assets held for sale had a net book value of $61,507 and $96,692 as
      of December 2004 and 2003, respectively. Depreciation and amortization
      expense for assets held for sale was $40,257 and $56,386 for the years
      ending December 31, 2004 and 2003, respectively. (See note 13 for
      details).

(5)   Notes Payable

            At December 31, 2004 and 2003, notes payable consisted of the
      following:

<TABLE>
<CAPTION>
                                                                                2004    2003
                                                                                ----   ------
<S>                                                                             <C>    <C>
Installment note payable due in monthly payments of $3,529, at interest rates   $  -   $    -
of 11.0%.  This note matured and was paid in 2003.

Other                                                                              -    1,143
                                                                                ----   ------
</TABLE>

                                      F-11

<PAGE>

<TABLE>
<S>                                                                             <C>    <C>
Total notes payable                                                                -    1,143
Less current maturities                                                            -   (1,143)
                                                                                ----   ------
                                                                                $  -   $    -
                                                                                ====   ======
</TABLE>

(6)   Income Taxes

            The provision for income taxes (benefit) consisted of the following
      for the years ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                      2004            2003
                                    --------        ---------
<S>                                 <C>             <C>
  Current:
Federal                             $(53,358)       $(351,376)
State                                      -          (12,218)
  Deferred                                 -           56,000
                                    --------        ---------

Net Income Tax Expense (Benefit)    $(53,358)       $(307,594)
                                    ========        =========
</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 and 2003,
Champion incurred net losses and, therefore, has no tax liability. The net
deferred tax asset generated by the loss carry-forward has been fully reserved.
The cumulative net operating loss carry-forward is approximately $1,700,000 and
$0 at December 31, 2004 and 2003, respectively, and will expire in the year
2024.

            At December 31, 2004 and 2003, deferred tax assets consisted of the
      following:

<TABLE>
<CAPTION>
                                      2004            2003
                                    --------        ---------
<S>                                 <C>             <C>
Deferred tax assets                 $590,000        $ 195,000
  Less:  valuation allowance         590,000          195,000
                                    --------        ---------

Net deferred tax asset              $      -        $       -
                                    ========        =========
</TABLE>

(7)   Stockholders' Equity

            During the year ended December 31, 2004, Champion issued 168,073
      shares at $0.34 per share in connection with our contribution to match
      employee's participation in our 401(K) plan. During the year ended
      December 31, 2003, we issued 12,917 shares at $0.60 per share in
      connection with our contribution to match employee's participation in our
      401(K) plan.

            During the year ended December 31, 2004, we retired 39,983 of our
      common stock at prices averaging $0.31 per share and during the year ended
      December 31, 2003 we acquired, to be held in treasury stock, 85,851 shares
      of our common stock at prices averaging $0.61 per share.

(8)   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. Options granted to non-employee directors vest and become
      exercisable immediately upon issuance. At December 31, 2004 and 2003,
      there were 70,000 and 95,000 additional shares, respectively, available
      for grant under the Plan.

            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

                                      F-12
<PAGE>

(8) Stock Options (continued)

      rate of 4.29%, weighted-average expected life of three years,
      weighted-average expected volatility of 74%, and no expected dividend
      yield.

            During 2003, Champion granted options to purchase 202,000 shares of
      common stock to employees and our directors. The per share
      weighted-average value of stock options granted during 2003 was $0.18, on
      the date of grant, using the Black Scholes option model with the following
      assumptions: weighted-average risk-free interest rate of 2.28%,
      weighted-average expected life of three years, weighted-average expected
      volatility of 77%, and no expected dividend yield.

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

<TABLE>
<CAPTION>
                                                          Weighted
                        Number           Weighted          Average           Number           Weighted
 Range of            Outstanding         Average          Remaining       Exercisable          Average
 Exercise                 at             Exercise      Contracted Life         at             Exercise
  Price                12/31/04            Price           (Years)          12/31/04            Price
----------           -----------         --------      ---------------    -----------         --------
<S>                  <C>                 <C>           <C>                <C>                 <C>
$     0.23             56,000            $  0.23            9.76             14,000           $ 0.23

      0.29             20,000               0.29            9.52             20,000             0.29

      0.35             26,000               0.35            8.79             13,000             0.35

      0.38             20,000               0.38            9.01             20,000             0.38

      0.50              1,500               0.50            5.00              1,500             0.50

      0.51             20,000               0.51            8.50             20,000             0.51

      0.55             25,000               0.55            7.07             18,750             0.55

      0.56              2,000               0.56            6.01              2,000             0.56

      0.57            100,000               0.57            8.26             50,000             0.57

      0.60             20,000               0.60            8.01             20,000             0.60

      0.63             20,000               0.63            7.31             20,000             0.63

      0.64             10,000               0.64            7.00             10,000             0.64

      0.88             50,000               0.88            4.29             37,500             0.88

      1.00             24,500               1.00            3.88             24,500             1.00

      1.25              1,500               1.25            3.00              1,500             1.25

      2.00             20,000               2.00            1.08             20,000             2.00

      2.22             12,000               2.22            2.10             12,000             2.22

      2.75              1,500               2.75            2.00              1,500             2.75
----------           --------            -------            ----            -------           ------
$023-$2.75            430,000            $  0.67            6.14            306,250           $ 0.76
==========           ========            =======            ====            =======           ======
</TABLE>

                                      F-13
<PAGE>

(8) Stock Options (continued)

<TABLE>
<CAPTION>
                                          Number of              Weighted-average
                                           Options                exercise price
                                          ---------              ----------------
<S>                                       <C>                    <C>
Balance at December 2002                    320,000              $           1.04
           Granted                          202,000                          0.50
           Forfeited                       (117,000)                         1.16
                                           --------              ----------------

Balance at December 2003                    405,000                          0.72
          Granted                            96,000                          0.27
          Forfeited                         (71,000)                         0.69
                                           --------              ----------------

Balance at December 2004                    430,000              $           0.67
                                           ========              ================
</TABLE>

(9) 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 2004 and
      2003 contributions by 100%. Such contributions amounted to $74,725 and
      $57,145 for the years ended December 31, 2004 and 2003, respectively.

(10) Commitments and Contingencies

      Lease Commitments

            At December 31, 2004 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>
2005            436,717
2006            256,143
2007            197,370
2008            203,282
2009             68,424
             ----------
             $1,161,936
             ==========
</TABLE>

            During the year ended December 31, 2004, Champion incurred $117,220
      in office rental expense and $1,126,029 in tower rental expense. During
      the year ended December 31, 2003 we incurred $149,705 in office rental
      expense and $1,178,720 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-14
<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, 2004 and 2003 are as
follows:

<TABLE>
<CAPTION>
                                              United States           International         Consolidated
                                              -------------           -------------         ------------
<S>                                           <C>                     <C>                   <C>
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

December 31, 2003
    Revenues                                  $   2,286,581           $         172         $  2,286,753
    Pretax income (loss)                         (1,554,559)               (468,970)          (2,023,529)
    Depreciation/Amortization                       387,489                 100,539              488,028
    Discontinued operations                         336,736                       -              336,736
Interest
    Revenue                                          15,750                       -               15,750
    Expense                                          (1,740)                      -               (1,740)
                                              -------------           -------------         ------------

    Net                                              14,010                       -               14,010
                                              =============           =============         ============

    Total assets                                  2,471,335                 509,414            2,980,749
</TABLE>

(12) Major Customers

            In 2004, 46% of Champion's cost of sales was from one vendor. In
      2003, 46% 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. The
      purchase price has been escrowed until closing, which will occur after the
      FCC has consented to the transaction and after such consent is no longer
      subject to any appeal. The transaction is expected to close in April,
      2005. Net book value of the assets held for sale was comprised of the
      following for December 31, 2004 and 2003:

                                      F-15
<PAGE>

(13) Assets Held For Sale (continued)

<TABLE>
<CAPTION>
                                        2004           2003
                                     -----------    -----------
<S>                                  <C>            <C>
Base station and related
            equipment                     55,721    $    81,172
Licenses                                     693         15,520
Other intangibles                          5,093              -
                                     -----------    -----------
Total assets held for sale           $    61,507    $    96,692
                                     ===========    ===========
</TABLE>

      Revenues less direct costs associated with these markets was $255,997 and
$336,736 for 2004 and 2003, respectively. This information has been classified
as discontinued operations in the consolidated statements of operations.

                                      F-16
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                         Incorporated by
Number                  Description                                       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
           included in Exhibits 3.1, 3.2, 3.3 and 3.4.     (File No. 0-29032)
</TABLE>

<PAGE>

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

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,
           between Richmond Holdings, Inc. and the
           Company

10.7*      Asset Purchase Agreement, dated December
           30, 2004 between ESP Wireless
           Technology Group, Inc. and the Company

21*        Subsidiaries

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 December 2, 2004, we filed a report on Form 8-K, Item 2.02, Results of
      Operations and Financial Condition, reporting financial results for the
      three month period ended September 30, 2004.

2.    On January 5, 2005, we filed a report on Form 8-K, Item 1.01, Entry into a
      Material Definitive Agreement, reporting the execution of an Asset
      Purchase Agreement with ESP Wireless Technology Group, Inc.