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

                                  FORM 10-KSB


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

                  For the fiscal year ended December 31, 2002

                           Commission File No. 1-8497

                             CALYPSO WIRELESS, INC.
                 (Name of small business issuer in its charter)


          Delaware                                               13-5671924
-------------------------------                             --------------------
   (State or jurisdiction of                                  (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                             5979 N. W. 151st Street
                              Miami, Florida 33014
                                  305-828-1483
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

      Securities registered under Section 12 (b) of the Exchange Act:  NONE

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

                                  Common Stock
                                (Title of class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such shorter period that the Company was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.
                                   Yes       NO  X
                                       ---      ---

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

Issuer's  revenues  for  its  most  recent  fiscal  year:  $0
                                                           ---

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 common equity
was  sold,  or  the average bid and asked price of such stock, as of a specified
date  within  the  past  60  days:  As  of  June  10,  2003:  $100,225,308
                                                              ------------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable date:  As of June 19, 2003, there were
105,531,903  shares  of  the  Company's  common  stock  issued  and outstanding.


<PAGE>
                                TABLE OF CONTENTS

                           FORM 10 - KSB ANNUAL REPORT

                             CALYPSO WIRELESS, INC.



Facing Page

Index
PART I.

Item 1.   Description  of  Business
Item 2.   Description  of  Property
Item 3.   Legal  Proceedings
Item 4.   Submission  of  Matters  to  a  Vote  of  Security  Holders

PART II

Item 5.   Market  for  the Registrant's Common Equity And Related Stockholder
          Matters
Item 6.   Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations
Item 7.   Financial  Statements
Item 8.   Changes in and Disagreements on Accounting and Financial Disclosures

PART III

Item 9.   Directors,  Executive  Officers,  Promoters  and  Control
          Persons;  Compliance  with  Section  16  (a)  of
          The  Exchange  Act
Item 10.  Executive  Compensation
Item 11.  Security  Ownership  of  Certain  Beneficial  Owners
          and  Management
Item 12.  Certain  Relationships  and  Related  Transactions

PART IV

Item 13.  Exhibits  and  Reports  of  Form  8-K
Item 14.  Controls  and  Procedures

SIGNATURES
Certifications


                                        2
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

Calypso  Wireless,  Inc.  (the  "Company"  or  "Calypso"),  formerly  Kleer-Vu
Industries,  Inc. (Kleer-Vu), was incorporated in the State of Delaware on March
22,  1983.  The  Company  operates  as  a  holding  company with one subsidiary,
Industria  de  Telecomunicaciones  Americanas  ATEL,  S.A.  (American  Telecom
Industries  ATEL,  S.A.)  which  was  incorporated in 1997 under the Laws of the
Republic  of  Costa  Rica.

The  Company  is  a result of a business combination on October 4, 2002, between
Kleer-Vu Industries, Inc., a public shell company, and Calypso Wireless, Inc., a
privately held development stage company incorporated in the State of Florida in
1998.  Kleer-Vu  acquired  all  of  the  outstanding  capital  stock  of Calypso
Wireless, Inc. by issuing 90,000,000 shares of its restricted common stock.  For
accounting purposes, the acquisition has been treated as the recapitalization of
Calypso  Wireless, Inc. with Calypso Wireless, Inc. being deemed the acquirer of
Kleer-Vu  in  a  reverse  merger.  At  the  conclusion  of  the  merger, Calypso
Wireless,  Inc.  stockholders  held  99.8%  of  the  combined  company.

The Company intends to become a supplier and licenser of cellular broadband real
time  video  phones,  and  other  wireless devices supporting telecommunications
infrastructure,  which  utilize our proprietary ASNAP(TM) technology.  ASNAP(TM)
technology  enables  users  of  cellular phones, PCMCIA (Personal Computer Media
Interface  Card  Accessory)  cards and other wireless devices to seamlessly roam
between  existing  cellular WAN (Wide Area Network's GSM/GPRS (Global System for
Mobile  Communications/General  Packet  Radio  Service)  or  CDMA (Code Division
Multiple  Access)  and  WLAN (Wireless Local Area Networks) utilizing the 802.11
Wi-Fi  standard  (Wireless  Fidelity).  We  believe  we  are  currently the only
company  offering  the  wireless  telephone  and  data  service provider (mobile
carriers)  with  technology  that  effectively  integrates  traditional cellular
telephone  systems  and  internet  broadband  access  through  WLAN  (cellular,
broadband,  real  time,  video phones, WLAN access points and call-control media
gateways).

Calypso  believes  its  technology  will  be  a permanent solution to delivering
broadband real time video conference to mobile phones since the current cellular
network  capacity  is  limited  by  the  available  radio  spectrum  and network
infrastructure.  The  cellular network capacity can be improved by using Calypso
technology  and  providing  short-range  wireless  networks  (via  use  of WLAN,
embedded  within  the  larger  cellular  coverage  areas).

Calypso  envisions  that  the ASNAP technology will become the de-facto standard
for  all  smart  cellular  phones  and  mobile  devices  of  the  future.

Calypso  expects  to  receive  substantial  revenue  through  the  sales of it's
cellular  broadband  real  time  video  phones, WLAN access points, call-control
media  gateways  and related software products and also through the licensing of
it's  technology  to  original  equipment  manufacturers  (OEMs).

THE COMPANY'S PRODUCTS AND SERVICES

As  mentioned  above,  we  intend  to become a supplier and licenser of cellular
broadband  real  time  video  phones,  and other wireless devices and supporting
telecommunications  infrastructure,  which  utilize  our  proprietary  ASNAP(TM)
technology.  Calypso  ASNAP(TM)  technology  enable  users  of wireless cellular
phones,  laptops  computers  and  other  wireless  personal computing devices to
increase  the  wireless  bandwidth from the current 9.6 - 14.4 thousand bits per
second  (Kbps)  data  transmission rate of the cellular network (cell towers) to
more  than  11  million  bits  per  second  (Mbps)  on  the  WLAN  network.

Cellular phones incorporating Calypso's ASNAP(TM) technology will have broadband
real  time  two  way  video connectivity with high resolution color displays, 30
frames  per second video camera and high speed microprocessors than any existing
cellular  phones.

Calypso  will  sell  the  following  products:
     -    Cellular Broadband Real Time Video Phone with ASNAP(TM).


                                        3
<PAGE>
     -    Advanced  Wireless  Access  Point.
     -    PCMCIA  Card  for  laptop  users.
     -    Software  for  the  Cellular  Operators and Internet Service Providers
          (ISP).

INDUSTRY  BACKGROUND
--------------------

Demand  for  the  Company's  Products  and  Services
----------------------------------------------------

Today's  wireless  device market presents several gaps that need to be filled in
order  to  satisfy the desires and needs of wireless device users.  In 2002 over
400 million cellular phones were sold worldwide.  Of the 400 million units sold,
approximately  90  million  cellular  phones  were  sold  in  the United States,
approximately 115 million cellular phones were sold in Europe, and approximately
150  million cellular phones were sold in Asia Pacific/Japan. In 1997 there were
approximately  206  million  cellular  subscribers  worldwide.  In 2002 cellular
subscribers  worldwide  grew  to  over  one  billion  users.  Today's  users are
becoming  ever more sophisticated and educated about technology of their devices
and  services.  Users  expect  greater  capabilities  at reduced cost.  Cellular
telephone  services  providers  (Mobile  Carriers)  have  faced  difficulties in
providing  quality  wireless telephone and data communication services at prices
acceptable  to  end-users  while  maintaining  profitability.

The  key  to  difference  between Calypso and its competitors is its proprietary
ASNAP(TM)  technology.  ASNAP(TM)  allows  Calypso to deliver cellular broadband
real  time video phones and other mobile devices (PCMCIA Cards for Laptops) that
offer both users and Mobile Carriers increased bandwidth at lower cost.  This is
accomplished  through Calypso's unique mobile device and infrastructure software
routing  architecture  design.   The  user saves money by often using a WLAN and
Internet  connectivity for voice and data communications for its mobile devices.
The  service  provider saves money by being able to increase capacity while also
offering  increased  bandwidth and additional services via the WLANs without the
need  to  immediately replace existing hardware or purchase additional frequency
spectrum  required  for  third generation wireless technology ("3G technology").
ASNAP(TM)  technology  delivers  higher  wireless  bandwidth  and  Internet
connectivity  than  any  others  wireless  technology.  Our  technology  is  not
dependant  on  the  improved  cellular  3G  technologies but will complement and
improve  the performance of these as they become available.  Demand for products
(cellular broadband real time video phones, WLAN Access Points and PCMCIA Cards)
incorporating  Calypso's  ASNAP(TM)  technology is expected to increase as users
learn of the advantages of the system and of the convenience of inexpensive high
bandwidth.

The  ASNAP(TM)  solution  is a switching algorithm between network access points
and  the  cellular  towers  based  on the availability of the least costly, most
efficient  connection.  This  is  accomplished by incorporating two technologies
into  a  single wireless device (mobile-cell phone); long range cellular network
access,  and  short  range WLAN (Wireless Local Area Network) access (via WLAN).

If the user is within 100-450 yards of a Calypso's stand alone WLAN Access Point
connected  to the Internet, the user will access the cellular service provider's
network  via  the  Internet.  If the user drifts out of range of a WLAN Internet
connection,  then  the  wireless device (or smart phone) switches to a WAN (Wide
Area  Network),  such as a cellular network. The device is constantly "sniffing"
the air waves for access to its service provider's network through the most cost
efficient  and  spectrum  efficient  method;  a  WLAN  connection.

The Company believes that is proprietary technologies will provide the following
benefits  to  both  end-users  and  Mobile  Carriers:

1.   Higher  Bandwidth  Without High Cost of Deployment, Calypso's products make
     possible  less  expensive  wireless broadband Internet connectivity through
     ASNAP  technology.

2.   Fast  Wireless Internet Access - ASNAP technology delivers more than 11Mbps
     for  real  time  video  conference, voice, fast Internet connectivity while
     improving  bandwidth  of  the  existing  and  future  2.5G  and 3G cellular
     networks.

3.   Large,  High  Quality Color Display - The Company believes that users want,
     and  OEMs  are building cellular phones with larger color displays to bring
     more hand-held PC functionality to the cellular phones. Calypso's ASNAP(TM)
     technology  supports  large  color  displays and provides greater computing
     power.


                                        4
<PAGE>
4.   Improve  Quality of Service - The Company believes its products will result
     in  fewer  dropped  calls  and  lost  connections.

5.   Increase  Capacity in the Cellular Network - Cellular phones with ASNAP(TM)
     technology  should  represent large savings for Mobile Carriers by allowing
     the addition of more users to their existing networks without having to add
     significant  new  infrastructure  hardware or purchase additional frequency
     spectrum since a large percentage of its users will be accessing the mobile
     network  via  WLAN  access  points  (public  or  private).

6.   Wireless  Advertisement  -  Our  ASNAP(TM) technology should facilitate and
     accelerate  wireless  advertising  through  the  increased  bandwidth  and
     locating  capabilities  of the Calypso's cellular broadband real time video
     phone.  The  locating  capabilities  will  allow  for targeted advertising.

We believe that our cellular broadband videophone, will fulfill the market needs
for  the  mobile  user  and  Mobile  Carriers  who  are  currently seeking like:

          -    services  that  deliver and/or transmit information faster, which
               means  new  types  of  services  could  be  offered;
          -    services  at  a  higher  profit  margin;  and
          -    service  which  is  geographically  broader  and more consistent.

We believe that Calypso's products will enable Mobile Carriers to deliver faster
data  transmission  to  cellular phones, which will allow delivery of better and
new services.  Standard cellular phones typically transmit and receive data at a
rate  in  the  range from 14.4 Kbps to 56 Kbps.  In contrast, Calypso's cellular
phones  operating in "ASNAP(TM)" mode can transmit and receive data at a rate of
approximately  11  Mbps  or  greater  when  connecting  to  the  WLAN.

New high-speed mobile technologies, such as GSM/GPRS and CDMA 2000, only promise
bandwidths  from 56kbps to 144kbps in the near future; with higher 3G bandwidths
projected  for  the mass markets until after 2006.  (Credit Suisse First Boston,
September  17,  2001  report.).

Mobile  Carriers  using  Calypso's  technology  are able to deliver new services
without  replacing  the  existing  cellular  network  which  should increase the
average  revenue  per  user  (ARPU)  of  Mobile  Carriers.

Any  access  point  with ASNAP(TM) software will allow customers to access their
mobile  carrier's  network  from  anywhere  in  the  world.

CUSTOMERS  &  PROCUREMENT  AGREEMENT
------------------------------------

Although  we  are  in  discussions  with a number of customers to supply Calypso
products,  as  of  the date of this offering we have entered into two definitive
material  supply  contracts  with  customers.

American  Telecom  Industries  ATEL,  S.A., our wholly owned subsidiary, entered
into  a  procurement  agreement (the "Procurement Agreement") with China Telecom
Changzhou  Telecommunications  Bureau  ("China  Telecom").  Pursuant  to  the
Procurement  Agreement, China Telecom has, subject to certain material terms and
conditions,  agreed  to  purchase  at  least  $500 million of cellular broadband
videophones,  system  equipment and software ("the Equipment") over a three-year
period.

Under the Procurement Agreement, China Telecom shall take title to the Equipment
at  the  point  and time of shipment.  China Telecom will be responsible for any
and  all  shipping  expenses  and certain product storage costs. The Procurement
Agreement  provides that China Telecom is required to make payments with respect
purchase  orders  within  30  days  of  receiving an invoice and confirmation of
product  shipment.  All  unpaid  balances  accrue  interest  at a rate of 1% per
month.


                                        5
<PAGE>
We  have  undertaken  to  provide  10 employees of China Telecom an introductory
course  on  how  to install, operate and maintain the Equipment.  Thereafter, we
have  agreed  to  provide  at  China  Telecom's  cost and expense, such training
classes  as  China  Telecom  reasonably  requests.

We  have  agreed to perform Equipment installation services for China Telecom on
such  terms and conditions as China Telecom and we may agree upon in the future.

Pursuant to the Procurement Agreement, we have granted China Telecom a personal,
nontransferable,  nonexclusive  license  to  use  the  Calypso  software and the
software  owned  by  third  parties  that  is  necessary to install, operate and
maintain  the  Equipment.

The  Procurement Agreement states that China Telecom is responsible for any kind
of taxes, levies, import or export duties or charges imposed by any governmental
authority  relating  to  the  purchase,  license,  ownership,  possession,  use,
operation  or  relocation  of  the Equipment provided under the agreement. China
Telecom  is  not  responsible  for  our  income  taxes.

China  Telecom  is  also  responsible  for securing prior to the shipment of the
field  test  equipment,  all permits, licenses, consents and authorizations that
may  be  required to be obtained from any governmental entity in connection with
virtually  every  aspect  of  the  Procurement  Agreement,  including  the sale,
purchase,  import,  installation,  testing,  licensing,  use  and  operation the
Equipment.  For  instance, China Telecom is responsible for any permit, license,
consent,  and authorization of any product or sales licensing agreement that may
be  required.

The  Procurement Agreement provides that each party will be excused from its day
to  day  required performance under the Procurement Agreement to the extent such
performance is prevented, restricted or interfered with by reason of fire, plant
break  downs,  labor disputes, embargoes, government ordinances or requirements,
civil  or  military  authorities,  acts  of  God  or  of a public enemy, acts or
omissions  of carriers, inability to obtain necessary materials or services from
suppliers,  or  other  causes  beyond  the reasonable control of the party whose
performance  is  affected.  The affected party is required to use its reasonable
efforts  to  avoid  or  remove  the  cause  of  the  non-performance.

We  have warranted to China Telecom that the Equipment and software sold to them
under the Procurement Agreement will be free from defects and conform to certain
product  specifications, which specifications will be delivered to China Telecom
prior  to the field test. Similarly, we have warranted that all services will be
performed in a professional and workmanlike manner.  China Telecom's sole remedy
for  a  breach  of  such  warranty is the replacement or repair of the defective
equipment  or  a  correction  of  the  unacceptable  service.

Any  dispute  arising under the Procurement Agreement is required to be resolved
by  final  and binding arbitration in the Arbitration Institute of the Stockholm
Chamber of Commerce. We also have the express right to seek injunctive relief if
China  Telecom  violates  the  terms  of its software license, fails to maintain
proprietary  information  or  infringes  upon  our  patents, copyrights or trade
secrets.

SUPPLIERS
---------

The  Company's  principal suppliers are Intel, Texas Instruments, Cisco Systems,
General  Electric,  Lucent  Technologies  and  others.

COMPETITORS
-----------

Calypso's  products  are  based  on  patented technology and technology on which
patents  are pending.  Based on this proprietary technology and our knowledge of
wireless  products  and  technology, we believe there are no competitors in this
field.  Once different mobil carriers are marketing our real time video cellular
phone,  we  believe  we  will  begin  licensing our technology to other original
equipment  manufacturers  (O.E.M.)  or  cellular phones manufacturers to use our
ASNAP(TM)  technology.

CONTRACT  MANUFACTURING  &  DISTRIBUTION  FACILITIES
----------------------------------------------------


                                        6
<PAGE>
We  anticipate  that manufacturing and supply operations of our products will be
conducted  initially  through  Selectron,  S.AThe  Selectron  manufacturing
facilities  are  fully  integrated  with  injection molding machines and surface
mount component placement machinery, as well as assembly and test equipment.  We
anticipate  that  virtually  every  aspect  of  the  manufacture and assembly of
Calypso  cellular  phones  will  be performed at these manufacturing facilities.

The distribution facility and logistics will be handled through FedEx and/or UPS
logistics  group.  These  two  companies  have  "turnkey"  operations  and offer
services  directly  applicable  to  the  distribution  of  high volume products.

PATENTS  AND  PROPRIETARY  RIGHTS
---------------------------------

The Company pursues patent protection for its technology and products as soon as
such  technology  and  products are developed.  It typically files United States
patent  applications  and  related technology international patent applications.
The  Company  files  foreign  patent  applications on some of its technology and
products  in countries where business considerations warrant such fillings. Such
countries  usually  include  Australia,  Japan,  Canada,  China, Brazil, Mexico,
countries  of  the  European  Economic  Community  and other European countries.

Calypso  Wireless  has  proprietary  technology  it  considers  to  be extremely
valuable in allowing it to offer products that bring substantial savings to both
the  end  users  and  the  mobile  service  providers.

The  Company  requires  its  employees,  directors,  consultants, members of the
Advisory  Board, outside engineers and other advisors to execute confidentiality
agreements  upon the commencement of employment, consulting or other contractual
relationships  with  the Company. These agreements provide that all confidential
information  developed  or made known to the individual during the course of the
relationship  is  to  be  keep  confidential  and not disclosed to third parties
except  in  specific  circumstances.  In  the  case of employees, the agreements
provide  that  all inventions conceived by the individual shall be the exclusive
property  of  the  Company.  There  can  be  no  assurance,  however, that these
agreements will provide meaningful protection for the Company's trade secrets in
the  event  of  unauthorized  use  or  disclosure  of  such  information.


ITEM 2. DESCRIPTION OF PROPERTY

The  Company's  corporate office and its research and development department are
located  in  a  leased  facility in Miami Lakes, Florida.  At this location, the
Company  leases  approximately  3,000  square feet of office space under a lease
expiring  August of 2003.  The company's current annual rent under this lease is
$28,961.  The  Company  believes  its  leased  property is adequately covered by
insurance  and  is  sufficient  for  the  foreseeable  future.

The  Company's  manufacturing  process  has  been  outsourced to Selectron, S.A.
(Selectron) under a contract manufacturing agreement.  Selectron's manufacturing
facility  is  located in Managua, Nicaragua.  Calypso owns certain machinery and
equipment  required  for  manufacturing  its  products  and  has  deployed  such
machinery  and  equipment  at  the  Selectron  manufacturing  facility.


ITEM 3. LEGAL PROCEEDINGS

On  March  7, 2003 the Company initiated litigation in the 11th Judicial Circuit
in  Miami-Dade  County Circuit Court, Florida, against Nicolas Armelino, Luis De
Gracia,  Gabriel  Marquinez,  as  defendants, seeking certain court order relief
which  included  an injunction prohibiting the further transfer and cancellation
of approximately 3,333,333 shares issued to each of these individuals based upon
information  that  the consulting services were not performed in accordance with
the  terms and conditions of their respective consulting agreements.  The shares
were  issued pursuant to consulting agreements executed on behalf of the Company
by  Patrick Lannen, who was President, Chief Executive Officer and sole director
of  the  Company  during  the period immediately following the reverse merger of
Kleer  Vu  with  Calypso  Wireless,  Inc.  on October 4, 2002.  After that time,
effective  December  13, 2002, Carlos H. Mendoza was elected to the positions of
Chairman  of  the Board and Chief Executive Officer.  Due to the early stages of
the  litigation,  no  assessment  of the actual outcome of the litigation can be


                                        7
<PAGE>
made  by  the  Company  at  this  time.  The  Company is currently attempting to
complete  its  evaluation of potential resolutions to the litigation in order to
avoid  any  uncertainty  related  to  the  final  outcome.

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

No  matter  was  submitted  to  a  vote  of  security  holders  during  2002.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's common stock is traded on the Pink Sheets under the symbol "CLYW",
however,  the  Company  is  planning  to  apply  for  listing  NASDAQ  Small Cap
securities  market.  The  Company's  authorized  capital  stock  consists  of
200,000,000 shares of common stock, $.001 par value, of which 105,531,903 shares
were  issued  and  outstanding  as  of  June  10,  2003.

<TABLE>
<CAPTION>
                      QUARTERLY COMMON STOCK PRICE RANGES


                                       2002      2001
                                   ----------  ---------
                     Quarter       High  Low   High  Low
                     -------       ----  ----  ----  ---
<C>                                <S>   <C>   <C>   <C>
                         1st       N/A   N/A   N/A   N/A
                         2nd       N/A   N/A   N/A   N/A
                         3rd       N/A   N/A   N/A   N/A
                         4th       5.06  3.50  N/A   N/A
</TABLE>


As of December 31, 2002, there were approximately 1,585 holders of record of the
Company's  common  stock.  The  number  of  stockholders  of  record  does  not
necessarily  reflect  the  number  of  beneficial owners of the Company's common
stock,  however,  because many beneficial owners may hold shares through nominee
holders,  such  as  brokerage firms which, in turn hold through the nominee of a
securities clearing organization, such as The Depository Trust Company.  Thus, a
single  stockholder  of  record  may  represent  numerous  beneficial  owners.

The  Company  has never paid any cash dividends in the past and anticipates that
for  the  foreseeable  future  all earnings, if any, will be retained to finance
growth  and  to  meet  working  capital  requirements.

On  October 4, 2002, the Company sold 90,000,000 shares of its common stock, par
value  $.001  per  share,  in consideration for all outstanding stock of Calypso
Wireless,  Inc.,  a  Florida  corporation  ("CWF").  Prior  to  the  exchange,
thirty-five  individuals  and  corporations  held  all of the stock of CWF.  The
Company  participated  in  the  sale  pursuant  to  Rule  506  of  Regulation D.

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

The  Company  is  a result of a business combination on October 4, 2002, between
Kleer-Vu Industries, Inc., a public shell company, and Calypso Wireless, Inc., a
privately held development stage company incorporated in the State of Florida in
1998.  For accounting purposes, however, the acquisition has been treated as the
recapitalization  of  Calypso  Wireless, Inc. with Calypso Wireless, Inc. deemed
the  acquirer  of  Kleer-Vu  in  a  reverse  merger.

As  noted  above,  the  Company is a development stage company.  The company has
been  in  the  development stage since inception of its wholly owned subsidiary;
Industria  de  Telecomunicaciones  Americanas  ATEL,  S.A.  (American  Telecom
Industries  ATEL,  S.A.) was incorporated in 1997 under the Laws of the Republic
of  Costa  Rica.  American  Telecom Industries ATEL, S.A. began its research and
development  activities  in  1997.  To date, the Company subsidiary has expended
over  $3.2  million  on  research and development of the Company's products.  In
January  1999,  the  Company  engineers  determined  that  the  products  were
technological  feasible.  Subsequent  to  the  determination  of  technological
feasibility,  the  Company  has expended approximately $6 million to develop the
product  to its current stage, with approximately four additional months of work
necessary  before  the  Company  will  be  ready to begin shipping the products.


                                        8
<PAGE>
To  date,  the  Company  has not generated any revenues.  However, the Company's
investors have contributed over $10.9 million in cash and approximately $700,000
in  services  in  consideration for the issuance of stock.  The Company needs an
additional  $5-7  million  to  complete  the  process  and began shipment of the
products.

The  Company  signed  a  three-year  $500  million  contract  with  a  major
telecommunication  carrier  (China Telecom) to deliver its smart real-time video
cellular  phones, and is currently negotiating additional procurement agreements
to  deliver  the  cellular phones.  The Company expects to begin shipping of its
products  during  the  fourth  quarter  of  2003.

The  Company's  subsidiary has a $1.5 million credit facility with Intercapital,
S.A.,  with  $782,695 outstanding as of December 31, 2002.  The Company signed a
one-year  $5.2  million  contract  with C.G.E. Distributors Corp. to deliver its
smart,  real-time,  video,  cellular  phones,  WLAN  Access  Point  and networks
software products, the customer has agreed to deliver an initial down payment of
$2.4  million. The Company is currently negotiating debt and/or equity financing
arrangements  to  provide  an  alternative  source for its future capital needs.
However,  there  can  be  no assurance that sufficient cash will be available as
needed  to  fully  execute  the  Company  business  plans.

CAPITAL  EXPENDITURES

Since  1997,  the  Company  has  expended  over  $4.1  million  on machinery and
equipment  necessary  to  produce  its products.  The machinery and equipment is
located  in  Selectron, S. A. plant in Managua, Nicaragua, Central America.  The
Company has entered into a contract manufacturing agreement with Selection, S.A.
to manufacture the products using the machinery and equipment owned the Company.
The  machinery  and  equipment  will be leased to Selectron, S.A, with the lease
payments  being  deducted from monthly invoices submitted by Selectron, S.A. for
payments  for  production  of  the  products.  The  Company  estimates  that  no
significant  additional  capital  investments in machinery and equipment will be
necessary  to  produce  the  products.

RESEARCH  AND  DEVELOPMENT

As  noted  above, the Company research and development activities were completed
during  the  first  quarter  of  1999, when the technological feasibility of the
products  was  established.  The Company has expended a total of $9.2 million on
research  and  development and development of the products to its current stage.

EMPLOYEES

The  Company  currently  has  approximately 64 employees.  The Company estimates
that  an  additional  28  employees  will  be hired over the next twelve months.

OFF-BALANCE  SHEET  ARRANGEMENTS

The  Company  had  no  off-balance sheet arrangements for the fiscal year ending
December  31,  2002.

ITEM 7. FINANCIAL STATEMENTS

The Company's Consolidated Financial Statements, Notes to Consolidated Financial
Statements  and  the  report  of  R. E. Bassie & Co., independent auditors, with
respect  thereto,  referred  to  in  the  Index  to Financial Statements, appear
elsewhere  in  this  Form  10-KSB,  beginning  on  Page  F-1.

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

The  information set forth in item 4, under the caption "Changes in Registrant's
Certifying  Accountant"  in  the  Company's  Current  Report  on  Form 8-K dated


                                        9
<PAGE>
December 23, 2002, SEC File No. 1-8497, and the information set forth in item 4,
under  the  caption  "Changes  in  Registrant's  Certifying  Accountant"  in the
Company's  Current  Report  on  Form 8-K/A dated December 23, 2002, SEC File No.
1-8497, is incorporated herein by reference.  Except as set forth therein, there
have  been  no  reportable  events  involving  the  Company.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE  OFFICERS  &  DIRECTORS
---------------------------------

The  following table sets forth information regarding our executive officers and
directors  as  of  the  date  of  this  business  plan.

<TABLE>
<CAPTION>
      NAME                AGE            TITLE
      ------------------  ----  -----------------------
<S>                       <C>   <C>
      Carlos H. Mendoza+  [38]  Chairman

      Ricardo A. Alvarez  [60]  Director

      David Davila        [35]  President & CEO

      Patrick Lannen++    [49]  President & CEO

      Robert Leon         [41]  Chief Technical Officer

      Winfred Fields      [37]  Chief Financial Officer

      George Olazabal     [36]  Director of Engineering
</TABLE>


There  are  no  family  relationships  between any of the directors or executive
officers  of  the  Company.

---------------
+    Mr. Mendoza was replaced as President and CEO on June 28, 2003.
++   Mr.  Lannen  was  replaced  as President on February 17, 2003 and as CEO on
     December  13,  2002.

CARLOS  H.  MENDOZA  -  Chairman,  Founder. Mr. Carlos Mendoza is the founder of
Calypso  Wireless,  Inc.  Age  38.  Mr.  Mendoza  from  1995  to 1999 was CEO of
Industries  JVC  Magnetic SA, a company that owns a manufacturing facility which
manufactured  plastic  injection  molded  parts  including  (CD & DVD) and surge
protectors  for  the computer industries. Previously he served as CEO of Calypso
Wireless,  Inc.  a  Florida  Corporation which was acquired Kleer-Vu Industries,
Inc.  on  October  4,  2002. Mr. Mendoza was elected Chairman and CEO of Calypso
Wireless,  Inc.  on  December  13,  2002 and President on February 17, 2003.  He
served  as  President  and CEO until David Davila replaced him on June 28, 2003.

RICARDO  A.  ALVAREZ  -  Director.  Age 60.  An internationally known expert and
researcher  in  the  fields  of  Vulnerability  Assessment and Hazard Mitigation
applied  to the design and construction of buildings and facilities. Mr. Alvarez
has  been  from  1999  to  presently  the  Deputy  Director of the International
Hurricane  Research  Center (IHRC) and Director of the Laboratory for Structural
Mitigation at the IHRC in Miami, Florida.  From 1993 to 1999, Mr. Alvarez served
as  a  international  consultant  in  the  building, design and construction for
housing.

Mr.  Alvarez  is  a  professor for the Master in Construction Management program
within  the  Dept.  of Construction Management, College of Engineering. He holds
degrees in Architecture and City Planning, and in Business Administration (MBA).
Studied  at the School of Architecture, California State Polytechnic University,
College  of  Environmental  Design,  University  of  California  at  Berkeley.


                                       10
<PAGE>
Areas  of  expertise  include:  building  design and construction, urban design,
industrialized  and  modular  construction systems, vulnerability assessment and
hazard  mitigation.  Has  directed  or  participated  in  more than 1,200 hazard
mitigation  projects  in  the  past  ten years. Pioneered the teaching of hazard
mitigation  and  vulnerability  assessment  as academic subjects, by introducing
graduate  level  courses, in 1995 and 1996 respectively, on these topics at FIU.
In  1997  developed and launched a continuing education Emergency Management and
Hazard  Mitigation Certificate Program at FIU. In 2001 launched the Developing a
Culture  of  Mitigation  through Education, a K12 program for schools in Florida
and  abroad.  Currently Principal Investigator for the Hurricane Loss Mitigation
for  Housing  in  Florida funded by the Florida Department of Community Affairs.
Has  been  PI  or Co-PI on multiple research projects totaling over $5.6 million
over  the last five years, with funding from FEMA, NOAA, Florida DCA and others.
Mr.  Alvarez  pioneered  the concept of Sheltering-in-Place as an alternative to
evacuation  for  major  hospitals  in  South  Florida  in  1996.

Mr. Alvarez has been a member of the Miami Bankers Club since 1979. He is also a
member  of the State of Florida State Mitigation Strategy Advisory Council and a
member of the Miami-Dade County Local Mitigation Strategy Working Group where he
also  serves  on  the  Committee  for  Homeland  Security.

DAVID  DAVILA  -  President & CEO, Co-Founder. Age 35. Mr. Davila joined Calypso
Wireless  in  February  1998.  He has served as Engineering Manager from 1998 to
2000.  In  the  year  2000  Mr.  Davila  became  Vice President of Sales for the
Company,  he  was the person responsible for the initial $500 million three-year
period  procurement  agreement  with  China  Telecom and the recent $5.2 million
procurement  contract  with  CGE  Distributors  Corporation.

From  1993  to  1998,  Mr.  Davila  served  as a international consultant in the
telecommunication  arena. He hold a degree in Business Administration from UNICA
University.

Mr. Davila was elected to be CEO and President on June 28, 2003.

ROBERT  LEON  -  Chief  Technical  Officer, Co-Founder. Age 41.  Mr. Leon joined
Calypso  Wireless  in October 1998. He has served as Director of Engineering and
Operations  Manager  for  the South Florida R&D facility.  He is responsible for
engineering  and  general  business  operations.  He  develops  concepts  and
strategies  for  the  development  of  new, wireless internet/cellular products.

Prior  to  joining  Calypso Wireless, as part of a 13-year career with Motorola,
Mr.  Leon  was  Senior  Staff  Engineer and Project Manager for the Consumer and
Light  Industrial Division, Land Mobile Products Sector, Motorola, in Plantation
Florida.  Mr.  Leon  was a major contributor to Motorola's first Nextel/iden(TM)
Cellular  phone  (Lingo),  the  first side display pager (Bravo Express) and the
first  TalkAbout  FRS  radio.

From  1995  to  1996, Mr. Leon was Staff Engineer for the Advanced Manufacturing
Technology  Group.  During  this  assignment,  Mr.  Leon  demonstrated technical
leadership  in  the  identification  and  implementation of new technologies and
equipment  to  improve  component  and  assembly-manufacturing  processes.

From  1994  to 1995, Mr. Leon was Staff Engineer/Mechanical Software Manager for
Motorola,  Land  Mobile Products Sector. In this capacity he was responsible for
software  the  inspection  process  for the release of Unix scripts developed by
software  administration  personnel  to  support  engineering  development.  He
initiated  focus  teams  to  evaluate  engineering  software;  i.e. FEA software
(Cosmos,  Ansys, Patran), and Tolerance Analysis Software (Ti-Tol, VSA-GDT).  He
also  taught  several  Pro/Engineer  classes at Motorola and for other companies
through  Ligi  Tool  Engineering,  Inc.  in  Pompano,  FL.

From 1986 to 1994, Mr. Leon served as Lead Mechanical Engineer/ Project Manager,
for  the  following  Motorola  Divisions:

Energy  Products  Division:
Coordinated the tasks of engineers and mechanical designers. Responsible for the
design,  development,  and technical support of energy devices and smart charger
development  programs.


                                       11
<PAGE>
Paging  &  Wireless  Systems  Group:
Worked  on  product  development.  Managed the design, tooling, programming, and
performance  of  several  robotics  stations.  Programmed  Robot  functions.
Coordinated  tooling  contractor  tasks.

Microelectronics Department, Land Mobil Products Sector:
Designed  tooling  and  equipment.  Developed  Die  Coat  process,  and
Laminator/Trimmer  process.

Mr.  Leon received a Bachelor of Science in Mechanical Engineering (with Honors)
from  the  University of Miami in 1985. During his Career, Mr. Leon has received
19 US Patents and several patents pending. He has 6 Motorola Engineering Awards,
and  three  Motorola  Distinguished  Innovator  Awards.  He  also  received  a
Proclamation  Certificate  from  the Mayor of the City of Lauderhill, Ft. in May
10, 1999 in recognition of engineering management and development efforts. While
with  Calypso,  Mr. Leon has submitted over 8 Utility Patent and 4 Design Patent
applications.

WINFRED  FIELDS - Chief Financial Officer. Age 37. Mr. Fields is responsible for
accounting,  finance,  treasury, and facilities. Prior to joining the Company in
December  2002,  Mr. Fields served as President/CEO from 1997 to 1999 for Unique
Dawning  CMHC, Inc a chain of clinics located in Texas and Louisiana.  After Mr.
Field's  resigned  his  position  with Unique Dawning CMHC, Inc. in 1999, Unique
Dawning  filed  for  bankruptcy  protection  in  October  of  that  year.

From  1995  to  1997,  Mr.  Fields  was Chief Financial Officer/Chief Operations
Officer  at Synergy Partial Hospital, Inc. Houston, TX. Mr. Fields developed and
implemented  accounting  procedures  i.e.  banking,  budgeting, cost accounting,
payroll, billing/collections, financial statements, internal audits.  Mr. Fields
received  a  MSU,  MS  from  Mississippi  State  University  in  1987.

GEORGE  L.  OLAZABAL  -  Director  of  Engineering.  Age  36.  Mr.  Olazabal  is
responsible  for all software engineering. Mr. Olazabal) joined Calypso in 1998.
He directed the embedded software effort and wrote the ASNAP(TM) software. He is
responsible  for  developing  C/C++  programming software packages, VB/MS Access
based  product-pricing system, and SQL Server based Internet order entry support
system  (all  Internet  tools  used).   Prior  to  joining  Calypso, George held
various  senior  software  development  positions.

From  1992 to 1998, Mr. Olazabal was involved in the research and development of
software systems for front and back end processing using Visual Basic and Visual
C/C++  Frontpage, Homesite, ASP, Vbscript, and Javascript. Database systems used
are  MS Sql Server and MS Access.  He also Designed and coded the communications
between  the  PC  and  the  flow cytometer. System based on NT, using Visual C++
(object  oriented  techniques) for the user interface and NT device drivers (Win
NT  DDK)  for  the  cytometer  interface.  Active  in  all phases of testing and
debugging  of  these  releases.  Heavy interface with marketing while generating
requirements  specifications. Responsible for selecting software tools necessary
to accomplish marketing requests. Designed and coded all PCL 4 and PCL 5 printer
support  routines.  Designed the database and the interface to the database (SQL
Engine)  from  within  our software. Embedded temperature controller using a PIC
processor  to  control  a  pettier  element.

From  1989  to  1992,  Mr.  Olazabal was a Software Engineer for Motorola, Inc.,
Boynton  Beach  and  Plantation,  Florida. He was involved in the development of
software  systems  for  subscriber  groups.  Began  design  of  a prospective PC
Universal  Programmer  for  paging products using structured methods techniques,
"C"  language,  and  assembly  language.  Interfaced  heavily with marketing and
management while developing proposals for this initial version. Developed a hard
contact  programmer  to  run  on  a  PC  (MS-DOS) for the Bravo Plus pager. This
platform  communicated  with  the cellular phone or pager via RS232 and was then
used  on  the  development  of  hard contact programmers for two other products.
Conducted  meetings  in the development of various proposals for an Over-The-Air
PC  programmer.

HOAI  HUANG  -.  Lead  Project Manager, Age 30, Mr. Huang is responsible for all
electrical  concept realization plans. He directs RF and electrical architecture
design.  He  is  responsible  for  the  cellular  and  WLAN system design teams,
working  closely  -with  software  engineering.


                                       12
<PAGE>
From  1995  to  2000,  Mr.  Huang  served as development engineer for Motorola's
Retail  Product  Division,  Plantation  Fl.  Mr.  Huang's  development  team was
involved  in  the  design and development of the FRS and Retail Business radios.
His  duties  included  design, develop, and implementation of analog and digital
circuits  including  RF  design.  He  designed  hardware  and software code plug
structure  settings  to  optimize  the  performance  of  two- way radios to meet
customer  needs.  He  performed tests and evaluations of new architecture design
and  participated  in  the  development  of  the  radios  from  concept  through
prototype,  ALT  (Accelerated  Life  Test),  and  factory  production.  He  also
performed  bench  testing,  troubleshooting, and RF measurement.  Mr. Huang also
designed  and implemented the Electroluminescent lamp driver for the display and
he  designed the NIMH Battery Charger. He designed the Altimeter/Barometer to be
used  as  a  feature  in the two-way radios.  He also designed an Automated Test
System  written in HPVEE and Lab-view that automated radio testing, measurement,
and  data  collecting  for design certification and FCC filing.  He was also the
person  responsible  for  root-cause  ALT  failure  analysis and implemented the
corrective  actions  to  eliminate  future  failures.

Mr.  Huang received his Bachelor of Science from the University of Miami in 1992
and  in  early  2000  received his Masters of Science Degree form NTU. Mr. Huang
skilled in the following applications and software languages: MDS, SPIC6, HVFCT,
Lab  View,  Mentor  Graphics,  and  IEEE488/GPIB,  C,  C++. Pascal, Fortran, and
Assembly.

MARK  SUJO  -  Vice  President  of  Sales,  Age  32,  with  more than 8 years of
international  sales  and marketing experience collaborating with companies like
P.C.S.  and  Telecom.  Mr.  Sujo  has  developed  global  projects  that  always
delivered a high ROI (Return on Investment).  Among other awards he received the
"Soaring with Excellence Award" that recognized him as the most profitable Sales
Manager in the International Division. Mr. Sujo has developed several successful
sales  teams  in  North  and  South  America.

CHRISTIAN  FLORES  -  Manufacture  Support  Manager:  Age  36.  Mr.  Flores  is
responsible  for the support and supervision over the production process between
Calypso and the manufacturing facility. He coordinates production plan, analyzes
and  solves  potential  and  actual  problems,  manages  ECO's  and performs SPC
analysis.

Prior to joining the company Mr. Flores served as Customer Support Engineer Mgr,
Philips  Electronics  Instruments,  Mexico  (Philips EMT Americas) From December
1997  to  September  1999.  Mr.  Flores  was  the  service  manager  to  every
manufacturing  plant  that  uses  Philips  SMT  equipment such as Fast Component
Microprocessor  (FCM's  Chip  shooters),  Advance Component Mounters (ACM's Fine
Pitch.)

Senior  SMT  Manufacturing and Process Engineer, Fujitsu, Mexico. From September
1996  to  December  1997.  Responsible  for  SMT room, including coordination of
Emergency,  Corrective  and  Preventive Maintenance; planning and generating the
equipment  programming;  coordination  of  daily  production planning of all SMT
lines.

Maintenance  General  Mgr,  AC-Delco  Electronics,  Mexico.  From  April 1994 to
September  1996.   In  charge  of  the coordination of Emergency, Corrective and
Preventive  Maintenance  of  all SMT and manual assembly equipment in two plants
having  130  technicians  and  16  engineers to perform the execution of the job
sharing  responsibilities  with two more General Supervisors to cover 24 hours a
day  and  7  days  a  week.


SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors,  executive  officers  and persons who own more than five percent of a
registered class of the Company's equity securities, to file with the Securities
and  Exchange  Commission  (the  SEC)  initial  reports of ownership and reports
changes in ownership of Common Stock and other equity securities of the Company.
Officers,  directors and greater than ten-percent beneficial owners are required
by  SEC  regulation  to  furnish  the  Company  with copies of all Section 16(a)
reports  they  file.

During  the  fiscal year ended December 31, 2002, a Form 3, Initial Statement of
Beneficial  Ownership  of  Securities,  was  not  timely  filed  by  each of the
following  officers  or  directors:

Carlos H. Mendoza (CEO and Director)
David Davila (Vice President of Sales)


                                       13
<PAGE>
Patrick Lannen (CEO, President, CEO and Director)
Ricardo Alvarez (Director)
Robert Leon (Chief Technical Office)
Winfred Fields (Chief Financial Officer)
George Olazabal (Director of Engineering)

Except  as  described  above,  based  solely  upon a review of Forms 3 and 4 and
amendments  thereto  furnished  to  the Company under Rule 16(a)-3(e) during the
fiscal  year ended December 31, 2002 and Form 5 and amendments thereto furnished
to  the  Company  with  respect  to such period, the Company is not aware of any
director,  officer, or beneficial owner of greater than ten percent of any class
of  equity  securities  of  the Company registered pursuant to Section 12 of the
Exchange  Act  that  has  failed  to file on a timely basis, as disclosed in the
above  forms,  reports  required by Section 16(a) of the Exchange Act during the
Company's  most  recent  fiscal  year  or  prior  years.


                                       14
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

SUMMARY COMPENSATION TABLE

     The  following  table  reflects  all  forms  of  compensation  paid  to the
Company's  chief  executive officer and its other executive officers for each of
the Company's last three completed fiscal years.  No other director or executive
officer  received  compensation  which  exceeded  $100,000  during  any  of such
periods.

<TABLE>
<CAPTION>
                                     Annual compensation                      Long term compensation
                                                                         Awards                   Payouts
                                                     Other      Restricted    Securities
Name and                                            annual         Stock      underlying      LTIP      All other
principal position     Year    Salary    Bonus   compensation     Awards     options/SARs   payouts   Compensation
                                ($)       ($)         ($)           ($)           (#)         ($)          ($)
(a)                     (b)     (c)       (d)         (e)           (f)           (g)         (h)          (i)
<S>                    <C>    <C>       <C>      <C>            <C>          <C>            <C>       <C>
David Davila,           2002  $      0  N/A      N/A                     -               -         -              -
Vice President of
Sales

Carlos H. Mendoza,      2002  $ 60,000  N/A      N/A                     -               -         -              -
President & CEO

Robert Leon,            2002  $ 94,000  N/A      N/A                     -               -         -              -
Chief Technology        2001  $ 90,000  N/A      N/A
Officer                 2000  $ 84,000  N/A      N/A

Winfred Fields,         2002  $      0  $     0  N/A                    (1)               -         -              -
Chief Financial
Officer

George Olazabal,,       2002  $ 72,000  $     0  N/A                     -               -         -              -
Director of             2001  $ 60,000  $     0  N/A
Engineering             2000  $      0  $     0  N/A

Patrick Lannen,         2002  $      0  $     0  N/A                     -               -         -              -
President  and Chief    2001  $      0  $     0  N/A
Executive Office        2000  $      0  $     0  N/A

John Stump, III,        2002  $      0  $     0  N/A                     -               -         -              -
Vice President of       2001  $      0  $     0  N/A
Finance and Chief       2000  $      0  $     0  N/A
Financial Officer
</TABLE>


-------------------------------
(1)  100,000  shares of common stock, par value $.001 per share, were granted to
Mr.  Winfred Fields pursuant to that certain Consulting Agreement, dated October
4,  2003,  as described in the Index to Exhibits, in consideration of accounting
and  administrative  consulting  services rendered by Mr. Fields to the Company.

Other than as noted above, no officers or directors received compensation in any
form  during  the  years  ended  December  31,  2002.

OPTION GRANTS IN LAST FISCAL YEAR


                                       15
<PAGE>
None.

FISCAL YEAR-END OPTION VALUES

None.

DIRECTORS REMUNERATION

In 2002 Directors were not paid a fee for servicing on the Board.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following table sets forth as of June 10, 2003, information with respect to
(a)  each  person (including "group" as that term is used in section 13(d)(3) of
the  Securities  Exchange  Act  of  1934  who  is known to the Company to be the
beneficial  owner of more than five percent (5%) of the outstanding Common Stock
of  the  Company and (b) the number and percentage of the Company's Common Stock
owned  by  (i)  each  of  the  directors and the executive officers named on the
Summary  Compensation  Table above and (ii) all directors and executive officers
of  the  Company  as  a  group.  The  Company  believes  that,  unless otherwise
indicated,  each  of  the shareholders has sole voting and investment power with
respect  to  the  shares  beneficially  owned.

The  following  table  sets  forth  certain information regarding the beneficial
ownership  of  the  Company's  common  capital  stock  as  of  the  date of this
Memorandum  by  (i)  each  person  known  to  the  Company  as having beneficial
ownership  of  more than 5% of the Company's common capital stock, (ii) existing
shareholders,  (iii)  and  all  others  as  a  group.

<TABLE>
<CAPTION>
Name of                                  Number of Common  Percentage of
Beneficial Owner                              Shares         Ownership
---------------------------------------  ----------------  --------------
<S>                                      <C>               <C>
Baylis Trade, Inc.                             20,255,138           19.2%
41 South Audley, London W1K 2F5,
United Kingdom

Begdorf Holdings, Ltd.                          5,937,030            5.6%
Donoso Cortez 45, Madrid, Spain

Ferguson, Inc.                                  5,837,566            5.5%
P.O. Box 7284, Panama 5, Panama

Halston Business, Inc.                         21,161,178           20.1%
23 Rue de Rive, 1260 Nyon-Switzerland

Morhead Assets Corp.                            5,647,106            5.4%
Upper Main Street, Wickhams Cay 1, BVI

Carlos H. Mendoza, Chairman                       130,915           0.12%
5979 NW 151 St. Miami FL. 33014

Lomme Development Corporation.                  5,837,566            5.5%
200 Mts Oeste Instamasa,
Hacienda Ojo Agua,
San Rafael Alajuela San Jose Costa Rica

Nakano Ventures, Inc.                           5,253,810            5.0%
Ternerina, Box 827-1000,
San Jose Costa Rica
</TABLE>


                                       16
<PAGE>
     The  balance  of  the  Company's  outstanding  Common  Shares  is  held  by
approximately  1,575  shareholders.

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NONE.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

a)   The Exhibits included in this report are indicated below:

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

           *2.1          Share Exchange and Acquisition Agreement, dated October
                         4, 2002, between Kleer-Vu Industries, Inc. and Calypso,
                         (incorporated by reference to Exhibit 2.1 of
                         Registrant's Current Report Form 8-K/A filed on
                         December 6, 2002, SEC File No. 1-8497).

            3.1          Certificate  of  Amendment  of  Certificate  of
                         Incorporation,  dated  October 11, 2002. Certificate of
                         Amendment  of  Restated  Certificate  of Incorporation,
                         dated  July  25,  1990.  Restated  Certificate  of
                         Incorporation,  dated  September  30,  1985.

            3.2          By-laws  of  Calypso  Wireless,  Inc.

           10.1          Procurement Agreement, dated April 6, 2001, between
                         American Telecom Industries ATEL, S.A. and China
                         Telecom Changzhou Telecommunications Bureau.

           10.2          Procurement Agreement, dated March 19, 2003, between
                         Calypso Wireless, Inc. and CGE Distributors Corp.

           10.3          Contract Manufacturing Agreement between American
                         Telecom Industries ATEL, S.A. and Selectron S.A.

           10.4          Line of Credit Contract, dated November 23, 1998,
                         between American Telecom Industries ATEL, S.A. and
                         Intercapital, S.A.

          *10.5          Consulting Agreement, dated October 4, 2002, between
                         Kleer-Vu Industries, Inc. and Aicola Armelino
                         (incorporated by reference to Exhibit 10.13 of
                         Registrant's Form S-8 filed November 12, 2002, SEC File
                         No. 333-101158).

          *10.6          Consulting Agreement, dated October 4, 2002, between
                         Calypso Wireless, Inc. and Winfred Fields (incorporated
                         by reference to Exhibit 10.13 of Registrant's Form S-8
                         filed on February 5, 2003, SEC File No. 333-02967).

          *10.7          Consulting Agreement, dated February 13, 2003, between
                         Calypso Wireless, Inc. and Motorskill Ventures I, L.P.
                         (incorporated by reference to Exhibit 10.13 of
                         Registrant's Form S-8 filed on March 31, 2003, SEC File
                         No. 333-103568).

---------------

*  Previously  filed.

b)   Reports on Form 8-K.


     1.  The  Company  filed  a Current Report on Form 8-K on November 14, 2002,
and  an  amendment  thereto on Form 8-K/A on December 6, 2002, which announced a
change  in  control  of  the registrant and the acquisition of Calypso Wireless,
Inc.,  a  privately  held  Florida  corporation and its wholly-owned subsidiary,
Industria  de  Telecomunicaciones  Americanas  ATEL  S.A.

     2.  The  Company  filed  a current report on Form 8-K on December 24, 2002,
which  disclosed  the  termination  of  R.  E.  Bassie  &  Co.,  its independent
accountants,  on  December  21,  2003,  and the appointment of KPMG, L.L.P.  The
Company  filed  an amendment to such Current Report on Form 8-K/A on January 28,
2003,  which  reported  the  re-appointment of R. E. Bassie & Co. as independent
accountants  of  the  Company  on  January  24,  2003.


                                       17
<PAGE>




                                       18
<PAGE>
ITEM 14.  CONTROLS AND PROCEDURES

Prior  to  October  4,  2002, the Company had no operations during the reporting
period.  During the period from October 2, 2002 until February 17, 2003, Patrick
Lannen  was  the  President,  Chief  Executive  Officer and sole director of the
Company. As a result of the transactions effected by Mr. Lannen on behalf of the
Company  during this period, Mr. Lannen was removed as President Chief Executive
Officer  and director of the Company and the Company initiated legal proceedings
described  under  item  3 above.  In addition, the Company has acted to improve,
and  will  continue  to  strengthen, certain corporate governance procedures and
certain disclosure controls and procedures.  As part of this commitment, we have
initiated  a  number of steps, including those in response to the Sarbanes Oxley
Act  of  2002  and  corresponding  SEC  requirements.  Specific  action taken or
planned  by  us  include  the  following:

     We have formed an audit committee to be comprised solely of an independent,
     non-employee  directors.  Ricardo  Alvarez  will  serve  as a member of the
     initial  member  of  our  audit  committee  and we are currently seeking an
     individual  to  serve  on  our board of directors and audit committee as an
     audit  committee  financial  expert.

     We  are preparing an audit committee charter that will include the right of
     the  audit  committee to hire the Company's independent accountants and the
     right  to  hire  independent  professionals  to  assist them in their work.

     We  are  preparing  a Code of business conduct and ethics to be followed by
     all  employees,  officers  and  directors  of  the  Company.

     We  are  conducting  a comprehensive review of the adequacy of our policies
     and  procedures  with  respect  to  the  administration  of  our  equity
     compensation plans (including stock grants, stock option and warrant plans)
     and  purchases  and  sales  of  our  securities.

     We are preparing an insider trading policy and are requiring all employees,
     officers  and  directors to read and sign an acknowledgement that they have
     read the policy, understand its contents and agree to abide by its terms as
     a  condition  of  employment  or  association  with  the  Company.

     We  are implementing a Section 16 reporting program for officers, directors
     and  10%  beneficial  owners  to  advise  those  persons of their reporting
     responsibilities  and to make arrangements for filing timely reports in the
     event  a  reportable  transaction  occurs.

Our  Chief Executive Officer and Chief Financial Officer, within the ninety (90)
calendar days prior to the date of this report, carried out an evaluation of the
effectiveness  of  the  company's disclosure controls and procedures pursuant to
Rule  13a-14  under the Securities Exchange Act of 1934, as amended.  Based upon
the  steps  outlined in the preceding paragraph, our Chief Executive Officer and
Chief Financial Officer have concluded that, as of the date of their evaluation,
the  company's  disclosure controls and procedures are effective and designed to
insure  that material information relating to us and our consolidated subsidiary
would  be  made  known  to  them  in a timely manner as required to include such
information  in  the Company's periodic filings with the Securities and Exchange
Commission.


                                       19
<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

CALYPSO WIRELESS, INC.


By:  /s/ David Davila                           Date:  July 1, 2003
     ----------------------------
     David Davila
     Chief Executive Officer and
     President


By:  /s/ Winfred Fields                         Date:  July 1, 2003
     ----------------------------
     Winfred Fields
     Chief Financial Officer

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

Signature
---------
By:  /s/ David Davila                           Date:  July 1, 2003
     ----------------------------
     David Davila
     Chief Executive Officer and
     President

By:  /s/ Winfred Fields                         Date:  July 1, 2003
     ----------------------------
     Winfred Fields
     Chief Financial Officer

By:  /s/ Ricardo Alvarez                        Date:  July 1, 2003
     ----------------------------
     Ricardo Alvarez
     Director

By:  /s/ Carlos H. Mendoza                      Date:  July 1, 2003
     ----------------------------
     Carlos H. Mendoza
     Chairman


                                       20
<PAGE>
                                 CERTIFICATIONS

I,  David  Davila,  Chief  Executive  Officer  of  Calypso  Wireless,  Inc. (the
"Company"),  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  the  Company;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a)  all  significant  deficiencies  in  the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  July 1, 2003

                                      By: /s/ David Davila
                                          -----------------------------
                                          David Davila
                                          President and Chief Executive Officer


                                       21
<PAGE>
                                 CERTIFICATIONS

I,  Winfred  Fields,  Chief  Financial  Officer  of  Calypso Wireless, Inc. (the
"Company"),  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  the  Company;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a)  all  significant  deficiencies  in  the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  July 1, 2003

                                      By: /s/ Winfred Fields
                                          -------------------------
                                          Winfred Fields
                                          Chief  Financial Officer


                                       22
<PAGE>
                  CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350
                   (SECTION 906 OF SARBANES-OXLEY ACT OF 2002)

                             Calypso Wireless, Inc.
     In  connection  with  the  Annual  Report  of  Calypso  Wireless, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2002, as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
David  Davila,  President  and  Chief  Executive  Officer of the Company, hereby
certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the
Sarbanes-Oxley  Act  of  2002,  that:

     (1)  The  Report  fully  complies with the requirements of section 13(a) or
     15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.

Dated:  July 1, 2003

                                       /s/ David Davila
                                       ----------------------------------
                                       David Davila, President and
                                       Chief Executive Officer


                  CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350
                   (SECTION 906 OF SARBANES-OXLEY ACT OF 2002)
*
                             Calypso Wireless, Inc.
In  connection  with the Annual Report of Calypso Wireless, Inc. (the "Company")
on  Form  10-KSB  for  the  period  ending  December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Winfred
Fields,  Chief  Financial Officer of the Company, hereby certify, pursuant to 18
U.S.C.  Sec.  1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of
2002,  that:

     (1)  The  Report  fully  complies with the requirements of section 13(a) or
     15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.

Dated:  July 1, 2003


                                    /s/ Winfred Fields
                                    ---------------------------------------
                                    Winfred Fields, Chief Financial Officer


                                       23
<PAGE>
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS

                                          INDEX




<S>                                                                                        <C>

Independent Auditors' Reports                                                              F-2

Consolidated Financial Statements:

        Balance Sheet - December 31, 2002                                                  F-3

        Statements of Operations - Years ended December 31, 2002 and 2001                  F-4

        Statements of Stockholders' Equity - Years ended December 31, 2002 and 2001        F-5

        Statements of Cash Flows - Years ended December 31, 2002 and 2001                  F-6

Notes to Consolidated Financial Statements                                                 F-7
</TABLE>


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors and Stockholders
Calypso Wireless, Inc.:

We  have  audited  the  consolidated balance sheet of Calypso Wireless, Inc. and
subsidiary  (a development stage company - the Company) as of December 31, 2002,
and  the related consolidated statements of operations, stockholders' equity and
cash  flows  for  the  two-year period then ended.  These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  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 Calypso Wireless,
Inc. and subsidiary as of December 31, 2002, and the results of their operations
and  their  cash  flows  for  the two-year period then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


                             /s/ R. E. Bassie & Co.


Houston, Texas
June 2, 2003


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2002


                               Assets
                               ------
<S>                                                                 <C>
Current assets:
  Cash                                                              $   265,012
  Inventories                                                           357,970
                                                                    ------------
    Total current assets                                                622,982
                                                                    ------------

Property and equipment, net of accumulated
  depreciation                                                        4,150,180
Patent                                                                   79,774
Product development costs                                             5,506,213
Other assets                                                             46,961
                                                                    ------------
      Total assets                                                  $10,406,110
                                                                    ============

                 Liabilities and Stockholders' Equity
                 ------------------------------------

Liabilities:
  Accounts payable and accrued expenses                               1,415,323
  Accrued interest payable                                              146,950
  Loans payable to shareholders                                         521,727
  Current portion of long-term debt                                     782,695
                                                                    ------------
      Total liabilities - current                                     2,866,695
                                                                    ------------

Stockholders' equity:
  Common stock, $.001 par value.  Authorized 200,000,000 shares:
    100,135,242 shares issued and outstanding at December 31, 2002      100,135
  Additional paid-in capital                                         11,450,042
  Deficit accumulated during the development stage                   (4,010,762)
                                                                    ------------
      Total stockholders' equity                                      7,539,415

Commitments

      Total liabilities and stockholders' equity                    $10,406,110
                                                                    ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                    CALYPSO WIRELESS, INC. AND SUBSIDIARY
                                        (A Development Stage Company)

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                    Years ended December 31, 2002 and 2001


                                                                                                 For the
                                                                                                 period
                                                                                                  from
                                                                                                December 1,
                                                                                                   1997
                                                                                                (date of
                                                                                                inception)
                                                                                                 through
                                                                                                 December
                                                                                                   31,
                                                             2002                2001              2002
                                                      ------------------  ------------------  --------------
<S>                                                   <C>                 <C>                 <C>
Revenues                                              $               -   $               -   $           -
Cost of goods sold                                                    -                   -               -
     Gross profit                                                     -                   -               -

Operating expenses:
   Research and development                                           -                   -       3,202,249
   General and administrative                                   183,650             416,460         675,876
   Interest                                                      67,217              51,770         127,615
   Depreciation                                                   1,674               1,674           5,022
                                                      ------------------  ------------------  --------------
     Total operating expenses                                   252,541             469,904       4,010,762
                                                      ------------------  ------------------  --------------

     Net loss from operations before provision
       for income taxes                                        (252,541)           (469,904)     (4,010,762)

Provision for income taxes                                            -                   -               -
                                                      ------------------  ------------------  --------------

     Net loss from operations                         $        (252,541)  $        (469,904)  $  (4,010,762)
                                                      ==================  ==================  ==============

Net loss per common share - basic and diluted:

   Net loss applicable to common shareholders         $           (0.00)  $           (0.01)
                                                      ==================  ==================

Weighted average common shares - basic and diluted           89,241,250          86,941,683
                                                      ==================  ==================
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                        CALYPSO WIRELESS, INC. AND SUBSIDIARY
                                             (A Development Stage Company)

                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                        Years ended December  31, 2002 and 2001


                                                                                         Deficit
                                                                                        accumulated
                                                                         Additional     during the        Total
                                                   Common Stock           paid-in       development    Stockholders'
                                               shares        amount       capital         stage           equity
                                            -------------  -----------  ------------  -------------  ----------------
<S>                                         <C>            <C>          <C>           <C>            <C>
Balance, December 1, 1997                              -   $         -  $         -   $          -   $             -


   Proceeds from the sale of common shares   290,000,000        29,000    9,145,717              -         9,174,717

   Net loss                                            -             -            -     (3,202,249)       (3,202,249)

                                            -------------  -----------  ------------  -------------  ----------------
Balance, December 31, 1999                   290,000,000        29,000    9,145,717     (3,202,249)        5,972,468


   Proceeds from the sale of common shares     4,876,834           488      249,612              -           250,100

   Net loss                                            -             -            -        (86,068)          (86,068)

                                            -------------  -----------  ------------  -------------  ----------------
Balance, December 31, 2000                   294,876,834        29,488    9,395,329     (3,288,317)        6,136,500


   Issuance of common shares for services      5,856,000           585      585,015              -           585,600

   Proceeds from the sale of common shares     2,120,811           212    1,109,895              -         1,110,107

   Net loss                                            -             -            -       (469,904)         (469,904)

                                            -------------  -----------  ------------  -------------  ----------------
Balance, December 31, 2001                   302,853,645        30,285   11,090,239     (3,758,221)        7,362,303


   Proceeds from the sale of common shares     5,494,036           549      349,104              -           349,653

   Recapitalization - Reverse Merger        (218,212,439)       59,301      (59,301)             -                 -

   Issuance of common shares for services     10,000,000        10,000       70,000              -            80,000

   Net loss                                            -             -            -       (252,541)         (252,541)

                                            -------------  -----------  ------------  -------------  ----------------
Balance, December 31, 2002                   100,135,242   $   100,135  $11,450,042   $ (4,010,762)  $     7,539,415
                                            =============  ===========  ============  =============  ================
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                       CALYPSO WIRELESS, INC. AND SUBSIDIARY
                                            (A Development Stage Company)

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                       Years ended December 31, 2002 and 2001



                                                                                                    For the period
                                                                                                        from
                                                                                                     December 1,
                                                                                                        1997
                                                                                                      (date of
                                                                                                      inception)
                                                                                                       through
                                                                                                     December 31,
                                                                 2002                2001                2002
                                                           ----------------  --------------------  ----------------
<S>                                                        <C>               <C>                   <C>
Cash flows from operating activities:
   Net loss                                                $      (252,541)  $          (469,904)  $    (4,010,762)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation                                                  1,674                 1,674             5,022
       Common stock issued for services                             80,000               585,600           665,600
       (Increase) decrease in operating assets:
         Inventories                                                     -                     -          (357,970)
         Prepaid expenses                                                -                49,964                 -
         Patent                                                     (1,576)              (26,965)          (79,774)
         Production development costs                           (1,576,857)           (1,178,842)       (5,506,213)
         Other assets                                                  (50)               (8,856)          (46,961)
       Increase (decrease) in operating liabilities:
         Accounts payable and accrued expenses                   1,225,829                71,899         1,415,323
         Accrued interest payable                                   67,217                51,281           146,950
                                                           ----------------  --------------------  ----------------
           Net cash used in operating activities                  (456,304)             (924,149)       (7,768,785)
                                                           ----------------  --------------------  ----------------

Cash flows from investing activities:
   Capital expenditures for property and equipment                 (31,287)             (127,053)       (4,155,202)
                                                           ----------------  --------------------  ----------------
           Net cash used in investing activities                   (31,287)             (127,053)       (4,155,202)
                                                           ----------------  --------------------  ----------------

Cash flows from financing activities:
   Proceeds from issuance of stock                                 349,653             1,110,107        10,884,577
   Proceeds from long-term debt                                    265,000                     -           782,695
   Net borrowings (repayment) of loans from shareholders           137,880              (112,053)          521,727
                                                           ----------------  --------------------  ----------------
           Net cash provided by financing activities               752,533               998,054        12,188,999
                                                           ----------------  --------------------  ----------------

           Net increase (decrease) in cash                         264,942               (53,148)          265,012

Cash at beginning of year                                               70                53,218                 -
                                                           ----------------  --------------------  ----------------
Cash at end of year                                        $       265,012   $                70   $       265,012
                                                           ================  ====================  ================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION,  OWNERSHIP  AND  BUSINESS

     Calypso  Wireless,  Inc.  (the  "Company"  or "Calypso"), formerly Kleer-Vu
     Industries,  Inc.  (Kleer-Vu), was incorporated in the State of Delaware on
     March  22,  1983  (see  note 2). It's wholly-owned subsidiary, Industria de
     Telecomunicaciones Americanas ATEL, S.A. (American Telecom Industries ATEL,
     S.A.)  was  incorporated  in  1997  under the Laws of the Republic of Costa
     Rica.  The  Company  operates  as  a  holding company with one wholly owned
     subsidiary.

     Calypso  Wireless,  Inc.  is  a development stage company. The Company is a
     developer  and  supplier  of  real-time  video  cellular  phones  and
     telecommunications  infrastructure  software.  The  Company's core business
     focuses  on  the  development  of smart real-time video cellular phones and
     wireless  devices,  which  through  Calypso's  ASNAP(TM)  unique  switching
     technology  provides  greater  bandwidth  seamlessly integrate the existing
     cellular networks and Internet IP-based telecommunications networks without
     having  to  replace the existing infrastructure. The Company's research and
     development  facility  in  located  Miami  Lakes,  Florida.

     During  2001,  the Company subsidiary relocated its machinery and equipment
     from  facilities  leased in Costa Rica to a plant owned by Selectron, S.A.,
     which  is  domiciled  in  Nicaragua,  Central  America.  In  July 2002, the
     Company's  subsidiary  negotiated  a  contract manufacturing agreement with
     Selectron,  S.A.  to  manufacture  products  developed  by  the  Company.

     The  consolidated  financial statements include the accounts of the Company
     and its wholly owned subsidiary, American Telecom Industries ATEL, S.A. All
     significant  intercompany transactions and balances have been eliminated in
     consolidation.

     ACCOUNTS  RECEIVABLE

     Accounts  receivable  consist  primarily  of  trade  receivables,  net of a
     valuation  allowance  for  doubtful  accounts.

     INVENTORIES

     Inventories  are  valued  at  the  lower-of-cost  or  market on a first-in,
     first-out  basis.

     INVESTMENT  SECURITIES

     The  Company  accounts  for its investments in accordance with Statement of
     Financial Accounting Standards No. 115, "Accounting for Certain Investments
     in  Debt  and  Equity  Securities."  Management  determines the appropriate
     classification  of  its investments in marketable securities at the time of
     purchase  and  reevaluates  such  determination at each balance sheet date.
     Securities  that are bought and held principally for the purpose of selling
     them in the near term are classified as trading securities. Debt securities
     for  which  the  Company  does  not  have  the intent or ability to hold to
     maturity  and  equity  securities  not classified as trading securities are
     classified  as  available-for-sale.  The  cost  of  investments  sold  is
     determined  on  the  specific  identification  or  the  first-in, first-out
     method. Trading securities are reported at fair value with unrealized gains
     and  losses  recognized  in earnings, and available-for-sale securities are
     also  reported  at  fair value but unrealized gains and losses are shown in
     the  caption  "unrealized  gains  (losses)  on  shares  available-for-sale"
     included  in  stockholders' equity. Management determines fair value of its
     investments  based  on  quoted  market  prices  at each balance sheet date.

     PROPERTY,  EQUIPMENT  AND  DEPRECIATION

     Property  and equipment are recorded at cost less accumulated depreciation.
     Upon retirement or sale, the cost of the assets disposed of and the related
     accumulated  depreciation are removed from the accounts, with any resultant
     gain  or  loss  being recognized as a component of other income or expense.


                                      F-7
<PAGE>
     Depreciation  is  computed  over  the  estimated useful lives of the assets
     (5-20  years)  using  the  straight-line  method  for  financial  reporting
     purposes  and  accelerated methods for income tax purposes. Maintenance and
     repairs  are  charged  to  operations  as  incurred.

     INTANGIBLE  ASSETS

     SFAS  No.  142 eliminates the amortization of goodwill, and requires annual
     impairment  testing  of  goodwill  and introduces the concept of indefinite
     life  intangible assets. The Company adopted SFAS No. 142 effective January
     1,  2002. Patents will be amortized over a straight-line basis over 5 to 17
     years,  with the balance evaluated for recoverability at each balance sheet
     date.  Capitalized  product  development  costs  will  be  amortized  on  a
     product-by-product  basis,  with  the costs evaluated for recoverability at
     each  balance  sheet  date.

     IMPAIRMENT  OF  LONG-LIVED  ASSETS

     Realization  of  long-lived  assets,  including  goodwill,  is periodically
     assessed  by  the management of the Company. Accordingly, in the event that
     facts  and  circumstances  indicate  that  property  and  equipment,  and
     intangible or other assets may be impaired, an evaluation of recoverability
     would  be  performed.  If  an  evaluation is required, the estimated future
     undiscounted  cash  flows  associated  with  the  asset are compared to the
     asset's  carrying  amount  to  determine if a write-down to market value is
     necessary.  In  management's opinion, there is no impairment of such assets
     at  December  31,  2002.

     REVENUE  RECOGNITION

     The  Company  recognizes  revenue at the time of shipment of product to its
     customers  or  completion  of  services  provided.

     INCOME  TAXES

     The  Company  is  a  taxable  entity and recognizes deferred tax assets and
     liabilities  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 be in effect
     when  the  temporary  differences  reverse.  The effect on the deferred tax
     assets  and liabilities of a change in tax rates is recognized in income in
     the  year  that includes the enactment date of the rate change. A valuation
     allowance  is used to reduce deferred tax assets to the amount that is more
     likely  than  not  to  be  realized.

     ADVERTISING  COSTS

     The cost of advertising is expensed as incurred.

     MANAGEMENT'S  ESTIMATES  AND  ASSUMPTIONS

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

     STOCK-BASED  COMPENSATION

     The  Company  has  chosen to account for stock-based compensation using the
     intrinsic  value  method  prescribed in Accounting Principles Board Opinion
     No.  25,  "Accounting  for  Stock  Issued  to  Employees",  and  related
     Interpretations  and  to  elect  the  disclosure  option  of  SFAS No. 123,
     "Accounting  for  Stock-Based Compensation". Accordingly, compensation cost


                                      F-8
<PAGE>
     for stock options issued to employees is measured as the excess, if any, of
     the  quoted  market  price  of the Company's stock at the date of the grant
     over  the  amount  an  employee  must  pay  to  acquire  the  stock.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The  Company  estimates  the  fair value of its financial instruments using
     available  market  information  and  appropriate  valuation  methodologies.
     However,  considerable  judgment is required in interpreting market data to
     develop  the estimates of fair value. Accordingly, the Company estimates of
     fair  value  are not necessarily indicative of the amounts that the Company
     could  realize  in  a  current market exchange. The use of different market
     assumption  and/or  estimation  methodologies may have a material effect on
     the estimated fair value amounts. The interest rates payable by the Company
     on  its  notes  payable approximate market rates. The Company believes that
     the fair value of its financial instruments comprising accounts receivable,
     notes  receivable,  accounts  payable,  and notes payable approximate their
     carrying  amounts.

     NEW  STANDARDS  IMPLEMENTED

     In  July  2001,  the FASB issued SFAS No. 141, "Business Combinations," and
     SFAS  No.  142, "Goodwill and Intangible Assets." SFAS No. 141 requires the
     use  of  the  purchase  method  of accounting for business combinations and
     prohibits  the  use  of  the pooling of interests method. SFAS No. 141 also
     refines the definition of intangible assets acquired in a purchase business
     combination.  As a result, the purchase price allocation of future business
     combinations  may be different than the allocation that would have resulted
     under the old rules. Business combinations must be accounted for using SFAS
     No. 141 beginning on July 1, 2001. SFAS No. 142 eliminates the amortization
     of  goodwill, requires annual impairment testing of goodwill and introduces
     the concept of indefinite life intangible assets. It was adopted on January
     1,  2002.  The  new  rules  also  prohibit  the  amortization  of  goodwill
     associated  with  business  combinations  that  close  after June 30, 2001.

     In  August  2001,  the  FASB  issued  SFAS  No.  143, "Accounting for Asset
     Retirement  Obligations."  SFAS  No.  143 provides accounting and reporting
     guidance for legal obligations associated with the retirement of long-lived
     assets  that  result from the acquisition, construction or normal operation
     of  a  long-lived  asset.  The  standard  is effective January 1, 2003. The
     company  is  reviewing the provisions of this standard. Its adoption is not
     expected  to  have  a  material  effect  on  the  financial  statements.

     In  October  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting for the
     Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  No. 144 addresses
     significant  issues  relating  to  the  implementation  of  SFAS  No.  121,
     "Accounting  for  the  Impairment  of  Long-Lived Assets and for Long-Lived
     Assets to Be Disposed Of," and develops a single accounting model, based on
     the  framework  established  in  SFAS  No.  121 for long-lived assets to be
     disposed  of  by  sale,  whether  such assets are or are not deemed to be a
     business.  SFAS  No.  144 also modifies the accounting and disclosure rules
     for  discontinued  operations. The standard was adopted on January 1, 2002,
     and  is  not expected to have a material effect on the financial statements
     except  that  any  future  discontinued  operations may be presented in the
     financial statements differently under the new rules as compared to the old
     rules.

(2)  BUSINESS  COMBINATION

     The  Company  is  a  result  of  a business combination on October 4, 2002,
     between  Kleer-Vu  Industries,  Inc.,  a  public shell company, and Calypso
     Wireless,  Inc., a privately held development stage company incorporated in
     the  State  of  Florida  in  1998. Kleer-Vu acquired all of the outstanding
     capital stock of Calypso Wireless, Inc. by issuing 90,000,000 shares of its
     restricted  common stock. For accounting purposes, however, the acquisition
     has  been  treated  as  the recapitalization of Calypso Wireless, Inc. with
     Calypso Wireless, Inc. deemed the acquirer of Kleer-Vu in a reverse merger.
     At  the  conclusion of the merger, Calypso Wireless, Inc. stockholders held
     99.8%  of  the  combined  company.  As  a  reverse  merger,  the historical


                                      F-9
<PAGE>
     operating  results  prior to the acquisition are those of Calypso Wireless,
     Inc.  (the  private  company) and only the operations of Kleer-Vu after the
     acquisition.  In  addition,  Kleer-Vu  formerly changed its name to Calypso
     Wireless,  Inc. Kleer-Vu had no assets, $3,838 of liabilities at October 4,
     2002, and no revenues or expenses for the years ended December 31, 2001 and
     2000,  and  the  period  from  January  1,  2002  through  October 4, 2002.
     Therefore,  proforma  financial  statements  would  be  the  same  as those
     presented  for  Calypso  Wireless,  Inc.

(3)  INVENTORIES

     Inventories  consisted  of raw materials at December 31, 2002 and 2001, and
     were  located  at  the  Selectron,  S.A.  plant  in  Managua,  Nicaragua.


                                      F-10
<PAGE>
(4)  PROPERTY  AND  EQUIPMENT

     Major  classes  of  property  and  equipment  together with their estimated
     useful  lives,  consisted  of  the  following:

<TABLE>
<CAPTION>
                                                          December 31
                                                --------------------------------
                                         Years       2002             2001
                                         -----  ---------------  ---------------
<S>                                      <C>    <C>              <C>
         Machinery and equipment          5-15  $    3,405,952   $    3,374,665
         Laboratory equipment             5-15         715,778          715,778
         Office furniture and equipment    5            33,472           33,472
                                                ---------------  ---------------
                                                     4,155,202        4,123,915
         Less accumulated depreciation           (       5,022)   (       3,348)
                                                ---------------  ---------------
         Net property and equipment             $    4,150,180   $    4,120,567
                                                ===============  ===============
</TABLE>

     The  machinery  and  equipment for production of the products have not been
     place  in  service; therefore, depreciation is being computed on the office
     furniture  and  equipment  only.

(5)  PRODUCT  DEVELOPMENT  COSTS

     Product  development  costs  represents  capitalized  costs incurred in the
     development  of  the  cellular phones and telecommunications infrastructure
     software.  The  Company  began  capitalizing  this  cost once technological
     feasibility  had  been  established  during  the first quarter of 1999. All
     costs  incurred  prior  to  establishment of technological feasibility were
     expensed  as  research  and  development  expenses.  The Company will begin
     amortizing this cost once the products are available for general release to
     customers.

(6)  LONG-TERM  DEBT

     Long-term  debt  represents  a  revolving  line  of credit agreement with a
     financial  institution,  which allows the Company's subsidiary to borrow up
     to $1,500,000 through December 31, 2003. The note bears interest at 10% per
     annum,  with  principal  and accrued interest due at December 31, 2003. The
     note  is  secured  by  a  person guarantee of the Company's Chief Executive
     Officer.

(7)  CAPITAL  STOCK

     The  Company  is  authorized  to  issue  up to 200,000,000 shares of Common
     Stock,  of which 100,135,242 were issued and outstanding as of December 31,
     2002.


                                      F-11
<PAGE>
(8)  INCOME  TAXES

     A  reconciliation  of income taxes at the federal statutory rate to amounts
     provided  for  the  years  ended  December  31,  are  as  follows:

<TABLE>
<CAPTION>
                                                                   December 31
                                                              ---------------------
                                                                2002        2001
                                                              ---------  ----------
<S>                                                           <C>        <C>
        Tax expense/(benefit) computed at statutory rate for
           continuing operations                              $(86,034)  $(159,767)
        Tax (benefit) of operating loss carryforwards           86,034     159,767
                                                              ---------  ----------
        Tax expense/(benefit) for continuing operations       $      -   $       -
                                                              =========  ==========
</TABLE>

     The  Company  has  current  net  operating  loss carryforwards in excess of
     $1,300,000  as of December 31, 2002, to offset future taxable income, which
     expire  2021.

     Deferred  taxes  are  determined based on the temporary differences between
     the  financial  statement and income tax bases of assets and liabilities as
     measured  by  the  enacted  tax  rates,  which will be in effect when these
     differences  reverse.  The  components of deferred income tax assets are as
     follows:

<TABLE>
<CAPTION>
                                     December 31
                             -------------------------
                                 2002          2001
                             ------------  ------------
<S>                          <C>           <C>
   Deferred tax assets:
     Net operating loss      $ 1,363,829   $1,,277,795
                             ------------  ------------

     Total deferred tax asset  1,363,829     1,277,795

     Valuation allowance      (1,363,829)   (1,277,795)
                             ------------  ------------
     Net deferred asset      $         -   $         -
                             ============  ============
</TABLE>

     At  December  31, 2002, the Company provided a 100% valuation allowance for
     the deferred tax asset because given the volatility of the current economic
     climate,  it  could  not  be determined whether it was more likely than not
     that  the  deferred  tax  asset  would  be  realized.

(9)  LEASE  AGREEMENTS

     In  July 2002, American Telecom Industries ATEL, S.A. negotiated a contract
     manufacturing  agreement  with  Selectron,  S.A.  Significant  terms of the
     agreement  are  as  follows:

          -         The  agreement  is  effective  for  five  years,  and may be
               renewed  by  mutual  agreement  of  the  parties.

          -         Once  the  products  manufacturing  process  has  commenced,
               Selectron,  S. A. shall pay monthly rent in the amount of $10,000
               for  the  use of machinery. Payments will take into consideration
               credits  applied  to  the amount invoiced by Selectron, S. A. for
               assembly.

          -        The  Selectron,  S.  A.  is required to provide adequate and
               regular maintenance to leased machinery and equipment and to make
               payments  or  apply  credits  to  the  lessor in a timely manner.


                                      F-12
<PAGE>
The  Company  leases  office space under a noncancellable-operating lease, which
expires  in  August 2003.  Future minimum lease under this operating lease is as
follows:

                       Year
                    December 31,                       Amount
                    ------------                     ---------

                        2003                         $  19,307
                                                     =========

(10) OPERATIONAL  STATUS

     The  Company is a development stage corporation. Successful development and
     marketing  of  the  Company's  products  and  the procurement of additional
     financing  is  necessary  for  the  Company to continue as a going concern.

     The  Company  signed  an  investment banking agreement with a Houston-based
     investment  banking firm focusing telecommunications, to assist the Company
     with  raising of capital through the placement of its debt, equity or other
     securities  with  individual,  financial  and/or  strategic  investors.

     In  view  of these matters, realization of a major portion of the assets in
     the  accompanying  consolidated  balance  sheet is dependent upon continued
     operations  of  the  Company  and the success of raising additional capital
     through  debt  and/or  equity  financing.  Management believes that actions
     presently  being  taken  to  obtain additional debt and/or equity financing
     will  provide  the  opportunity  to  continue  as  a  going  concern.

(11) CONTRACT

     The  Company  signed  a  three-year  $500  million  contract  with  a major
     telecommunication  carrier  to  deliver  its smart real-time video cellular
     phones,  and  is currently negotiating additional procurement agreements to
     deliver  the  cellular  phones.  The  Company expects to begin shipping the
     cellular  phones  during  the  fourth  quarter  of  2003.


                                      F-13
<PAGE>