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, 2003
                           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 Identification No.)
 incorporation or organization)

                              5753 N.W. 158 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 X NO __

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:  $395,867

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 March 31, 2004: $258,693,558

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of December 31, 2003, there were
105,221,483 shares of the Company's common stock issued and outstanding.
<PAGE>

                                TABLE OF CONTENTS

                           FORM 10 - KSB ANNUAL REPORT

                             CALYPSO WIRELESS, INC.

<TABLE>
<CAPTION>
Facing Page........................................................................................1
<S>                      <C>                                                                      <C>
Index
PART I.

Item 1.  Description of Business...................................................................3
Item 2.  Description of Property...................................................................9
Item 3.  Legal Proceedings.........................................................................9
Item 4.  Submission of Matters to a Vote of Security Holders.......................................9

PART II

Item 5.  Market for the Registrant's Common Equity And Related Stockholder Matters.................9
Item 6.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations......................................................10
Item 7.  Financial Statements......................................................................13
Item 8.  Changes in and Disagreements on Accounting and Financial Disclosures......................14
Item 8A. Controls and Procedures...................................................................14

PART III

Item 9.  Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16 (a) of
          The Exchange Act.........................................................................14
Item 10. Executive Compensation....................................................................18
Item 11. Security Ownership of Certain Beneficial Owners
         and Management............................................................................19
Item 12. Certain Relationships and Related Transactions............................................20
Item 13. Principal Accountant Fees and Services....................................................20

PART IV

Item 14. Exhibits and Reports of Form 8-K..........................................................21

SIGNATURES.........................................................................................22
</TABLE>
                                       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 licensor of cellular broadband real
time video phones,  and other  wireless  devices  supporting  telecommunications
infrastructure,  which utilize our patented  ASNAP(TM)  technology (U.S.  Patent
Number:  6,680,923).  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,  data and voice 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' patented  technology and providing  short-range  wireless networks (via
use of WLAN, embedded within the larger cellular coverage areas).

Calypso  envisions  that the  ASNAP(TM)  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 its 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's  ASNAP(TM) patented  technology enables 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.

The Company  believes  that cellular  phones  incorporating  Calypso's  patented
ASNAP(TM)  technology will have superior  performance to existing cellular phone
because it will have  broadband real time two way video  connectivity  with high
resolution color displays and 30 frames per second video connectivity.

                                       3
<PAGE>
Calypso plans to sell the following products:

     o    Cellular Broadband Real Time Video Phone with ASNAP(TM).
     o    Advanced Wireless Access Point.
     o    PCMCIA Card for laptop users.
     o    Software for the Cellular  Operators  and Internet  Service  Providers
          (ISP).

In addition,  Calypso plans to license its patented technology for the following
markets:

     o    Original  equipment  manufacturers  (OEMs)  in  the  following  areas:
          Cellular  phones,  WLAN access  points,  laptops  computers,  personal
          computers,  personal  digital  assistances  (PDAs),  network  servers,
          call-control    media    gateways,    telecommunication    equipments,
          microprocessor manufacturers.

     o    Service providers such as: Cellular  operators,  telecom operators and
          Internet Service Providers (ISPs).

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 2003, over
400 million  cellular phones were sold worldwide.  Of the 400 million plus 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 2003,  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 difference between Calypso and its competitors is its patented ASNAP(TM)
technology.  ASNAP(TM)  allows Calypso to deliver  cellular  broadband real time
video phones and other mobile devices (PCMCIA Cards for Laptops) that will 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 real time two way video conferencing,  voice and data
communications for its mobile devices. The service provider saves money by being
able to increase  capacity to the existing and future  cellular  network (mobile
network) 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.  We believe that the
demand for products  (cellular  broadband  real time video  phones,  WLAN Access
Points and PCMCIA  Cards)  incorporating  our patented  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) patented 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,  PCMCIA Cards,
PDAs);  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.

                                       4
<PAGE>
The Company  believes that is patented  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(TM) technology.

2.   Fast Wireless  Internet  Access - ASNAP(TM)  technology  delivers more than
     11Mbps  for real  time two way  video  conferencing,  voice  and data  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 patented
     ASNAP(TM)  technology  supports large color  displays and provides  greater
     computing power.

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 two way
     video phone. The locating capabilities will allow for targeted advertising.

We believe that our cellular  broadband  real time  two-way  video  conferencing
phone will fulfill the market needs for the mobile user and Mobile  Carriers who
are currently seeking:

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

We believe that Calypso's products will enable Mobile Carriers to deliver faster
data  transmission to cellular  phones,  PDA and laptops  computers,  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;  with higher 3G bandwidths  projected for the
mass markets until after 2006.

Mobile  Carriers  using  Calypso's  patented  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, we have entered into only one definitive material supply contract with
a customer during 2003.

American Telecom  Industries ATEL,  S.A., our wholly owned  subsidiary,  entered
into a procurement agreement (the "Procurement Agreement") with CGE Distributors

                                       5
<PAGE>
Corp.  ("CGE").  Pursuant to the Procurement  Agreement,  CGE Distributors  has,
subject to certain  material terms and conditions,  agreed to purchase a minimum
of $5.2 million of cellular broadband videophones, system equipment and software
("the Equipment") over a one-year period.

Under the  Procurement  Agreement,  CGE shall take title to the Equipment at the
point and time of  shipment.  CGE will be  responsible  for any and all shipping
expenses and certain product storage costs. The Procurement  Agreement  provides
that CGE 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.

We have undertaken to provide 4 employees of CGE with an introductory  course on
how to install, operate and maintain the Equipment.  Thereafter,  we have agreed
to provide at CGE's cost and expense,  such training  classes as CGE  reasonably
requests.

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

Pursuant  to  the  Procurement  Agreement,  we  have  granted  CGE  a  personal,
nontransferable, nonexclusive license to use the Calypso software.

The Procurement  Agreement states that CGE 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. CGE is not responsible
for our income taxes.

CGE is also  responsible  for  securing  prior  to the  shipment,  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,  CGE 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 CGE 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 CGE.  Similarly,  we
have  warranted  that all  services  will be  performed  in a  professional  and
workmanlike  manner.  CGE'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 United
States  Chamber of Commerce.  We also have the express right to seek  injunctive
relief if CGE  violates  the terms of its  software  license,  fails to maintain
proprietary  information  or  infringes  upon our patents,  copyrights  or trade
secrets.

In  addition to the  foregoing,  in  September  2003 and  October  2003  Calypso
Wireless,  Inc.  entered  into three Field Trial  Installation  Agreement  with:
Enitel S.A.,  ESTESA and Nocable S.P.A.  pursuant to which  Entinel,  ESTESA and
Nocable  will  conduct  a Field  Trial of  Calypso's  real  time  two way  video
conference  cellular  phones,  WLAN access points and PCMCIA cards.  Calypso has
agreed to provide,  at no cost to the customers,  all of the equipment necessary
for the customers to conduct the Field Trial (i.e.,  Calypso's real time two way
video conference  cellular  phones,  WLAN access points,  PCMCIA cards,  network
software, etc.).

                                       6
<PAGE>
Calypso  will  install  the  Network  Field Trial  Equipment,  at the  customer'
designated site to enable the customers to conduct the Field Trial. Calypso will
assign an engineer to be responsible  for the  installation  of all hardware for
all Calypso  equipment  installed for the Field Trial.  Such equipment  shall be
returned by the Customers to Calypso,  at Calypso's expense,  upon completion of
the Field Trials.


Upon  successful  completion  of the Field Trials,  each of the customers  shall
complete written document approving the Field Trial. Thereafter, Calypso expects
that the Customer and Calypso will enter into an agreement for the deployment of
Calypso's network  equipment  software,  Handsets,  WLAN Access Point and PCMCIA
Cards.  During the term of the Field Trial  Agreement,  Calypso  will provide to
customer, at the customer's request, four training classes and training material
for the customer's personnel.

Calypso shall grant to customer a personal,  non-transferable  and non-exclusive
license to use the Calypso  software  and its related  documentation  during the
term of the Field Trial Agreement.  All software and documentation are and shall
remain the exclusive  property of Calypso  and/or its  affiliates.  The software
license  shall  prohibit  the  customers  from   sublicensing  the  software  or
modifying,  decompiling or  disassembling  the software  furnished by Calypso as
object code to generate a corresponding source code.

SUPPLIERS

The  Company  intends  to rely on third  party  suppliers  for  microprocessors,
displays and others electronics components that will be use on our products.

COMPETITORS

We may  face  competition  in the  wireless  device  market  from a  variety  of
companies  and  technologies,  some of which are larger,  have longer  operating
histories,  have  substantially  greater  financial,   technical  and  marketing
resources,  larger customer bases, greater name recognition and more established
relationships in the industry than we have. Consequently,  these competitors can
devote  greater  resources to the  development,  promotion,  sale and support of
their  products.  We believe that our key  competition  will come from  existing
companies that currently market products and services that provide communication
with  wireless  communication  devices.  While  we  believe  that  our  patented
ASNAP(TM)  technology  provides numerous benefits to, and is a superior solution
for, both end-users and Mobile Carriers,  primarily based upon the fact that our
technology  enables users of wireless  communication  devices to seamlessly roam
between existing cellular systems (i.e., WAN's- Wide Area Network's,  GSM/GPRS -
Global System for Mobile  Communications/General Packet Radio Service, or CDMA -
Code  Division  Multiple  Access) and  internet  broadband  access  through WLAN
(Wireless  Local Area  Networks),  there can be no assurance that these benefits
will be realized or utilized,  or that other companies will not suitably improve
these parameters through the use of other technology.

Calypso's  products  are  based on  patented  technology  (U.S.  Patent  Number:
6,680,923).  Based on this  patented  technology  and our  knowledge of wireless
products and technology,  we believe that there are currently no other companies
that offer this type of  solution.  Furthermore,  we  believe  that once  mobile

                                       7
<PAGE>
carriers are marketing our real time two way video conferencing  cellular phone,
we will be in a favorable  position to begin  licensing  the use of our patented
ASNAP(TM)  technology to other  original  equipment  manufacturers  (OEM's) that
manufacture  cellular phones,  WLAN access points,  laptops computers,  personal
computers,  personal digital assistances (PDA's), network servers,  call-control
media gateways, telecommunication equipment, and microprocessors.

CONTRACT MANUFACTURING & DISTRIBUTION FACILITIES

We anticipate that  manufacturing  and supply operations of our products will be
conducted  initially  through third parties such as:  Flextronics and Selectron,
S.A.To this end, in July 2002,  the Company's  subsidiary  negotiated a contract
manufacturing  agreement with Selectron,  S.A. to manufacture products developed
by the Company. Significant terms of the agreement are as follows:

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

     o    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.

     o    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.


The distribution facility and logistics will be handled through FedEx UPS and/or
another third party that has a logistics group that offers "turn-key" operations
and services directly applicable to the distribution of high volume products.

PATENTS AND PROPRIETARY RIGHTS

Calypso  Wireless  received a patent for its  technology  (U.S.  Patent  Number:
6,680,923)  on January 20, 2004.  Our patent covers a  communication  and system
method for  establishing  communication  with any one of a variety or  different
wireless  communication  devices.  This  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).

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

We also rely on proprietary technology,  trade secrets, and know-how,  which are
not  patented.  To protect our rights in these areas,  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 our trade  secrets,  know-how  or other  proprietary
information in the event of any unauthorized use, misappropriation or disclosure
of such trade secrets, know-how or other proprietary information.

We believe that our  intellectual  property gives us an advantage over potential
competitors  in that it will allow us to offer  products that bring  substantial
savings  to both  the end  users  and the  mobile  service  providers  (cellular
operators).


Employees

The Company currently has approximately 62 employees. The Company estimates that
an additional 18 employees  will be hired over the next twelve  months.  We have
not experienced any work stoppages and consider our relations with our employees
to be good.


                                       8
<PAGE>
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  4,450  square feet of office space under a lease
expiring  September of 2005. The company's  current annual rent under this lease
is  $45,000.  The Company is looking to expand its  operations  by opening a new
research center located in Akron Ohio by the second quarters of 2004.

The  Company's  manufacturing  process will be  outsourced  to  Flextronics  and
Selectron,  S.A. (Selectron) under a contract manufacturing  agreement.  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.

On October 17, 2003 the Company received a judgment from the Miami-Dade  circuit
court in favor of the  Company  canceling  two stock  certificates  representing
approximately a total of 6,666,666 shares issued to two individuals.

The Company is currently  analyzing how to recuperate part of the money from the
sale of the  stock  certificate  that  was  unable  to  cancel  from  the  third
certificate.

On February 17, 2004 the Company  initiated  litigation in the District Court of
Harris  County,  Texas  against Roy Randolph  Erwin,  Jarrod Erwin and Voicetech
Communications  Corp.  USA., as defendants,  seeking  certain court order relief
which included an injunction  prohibiting the further  transfer and cancellation
of approximately 1,000,000 shares issued to Voicetech Communications Corp. USA.,
based upon information that the Company will not utilize the licensing agreement
between the  parties.  On March 16,  2004 the  Company  signed a Mutual Full and
Final  Release  between the Company and Roy  Randolph  Erwin,  Jarrod  Erwin and
Voicetech   Communications   Corp.  USA.,  and  received  the  1,000,000  shares
certificate in exchange for $125,000.00. The Company has cancelled the mentioned
stock certificate.

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

No matter was submitted to a vote of security  holders  during fourth quarter of
2003.

                                     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 applied for listing on the American Stock Exchange AMEX and
is working with the NASD to become on the Bulleting board securities market. The
Company's  authorized  capital stock  consists of  200,000,000  shares of common
stock,  $.001 par value, of which 105,526,854 shares were issued and outstanding
as of December 31, 2003.

                                       9
<PAGE>
                       QUARTERLY COMMON STOCK PRICE RANGES


                             2003                           2002
         Quarter       High          Low              High          Low

         1st           5.10          2.00             N/A            N/A
         2nd           4.00          1.00             N/A            N/A
         3rd           2.00          1.05             N/A            N/A
         4th           1.47          0.66            10.25          3.50

As of December 31, 2003, 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.


<TABLE>
<CAPTION>
Equity Compensation Plans

------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                               <C>                          <C>                         <C>
Plan Category                   Number of shares to be       Weighted-average exercise    Number of shares remaining
                                issued upon exercise of      price of outstanding         available for future
                                outstanding options and      options and warrants         issuance under equity
                                warrants                                                  compensation plans
------------------------------- ---------------------------- ---------------------------- ----------------------------
Approved by security holders
                                             0                            0                            0
------------------------------- ---------------------------- ---------------------------- ----------------------------
Not   approved   by   security
holders                                      0                            0                            0
------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                        0                            0                            0
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

Recent Issuances of Unregistered Securities

During the fourth quarter for the year ended December 31, 2003, the Company sold
to accredited  investors an aggregate of 3,720,913 shares of common stock for an
aggregate purchase price of $1,673,330.  This offering and sale was deemed to be
exempt under Rule 506 of Regulation D and Section 4(2) of the Securities Act. No
advertising or general solicitation was employed in offering the securities. The
offerings  and  sales  were  made  to  accredited  investors  and  transfer  was
restricted in accordance with the requirements of the Securities Act of 1933.


ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
INTRODUCTION

                                       10
<PAGE>
The  following  discussion  of  our  financial  condition  and  results  of  our
operations should be read in conjunction with the Financial Statements and Notes
thereto.  Our fiscal year ends  December  31.  This  document  contains  certain
forward-looking  statements including,  among others,  anticipated trends in our
financial  condition and results of operations and our business strategy.  These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and  uncertainties.  Actual  results  could  differ
materially from these forward-looking statements.  Important factors to consider
in evaluating such  forward-looking  statements  include (i) changes in external
factors or in our internal  budgeting  process  which might impact trends in our
results  of  operations;  (ii)  unanticipated  working  capital  or  other  cash
requirements;  (iii) changes in our business strategy or an inability to execute
our strategy due to unanticipated changes in the industries in which we operate;
and (iv) various  competitive  market factors that may prevent us from competing
successfully in the marketplace.

Overview

The Company intends to become a supplier and licensor of cellular broadband real
time video phones,  and other  wireless  devices  supporting  telecommunications
infrastructure,  which utilize our patented  ASNAP(TM)  technology (U.S.  Patent
Number:  6,680,923).  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).

Company History

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 $6.8 million to develop the
product to its current stage.

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

                                       11
<PAGE>
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 $10.2 million on
research and development and development of the products to its current stage.

Results of  Operations  - Year Ended  December  31, 2003  compared to Year Ended
December 31, 2002

Revenues

We  generated  $395,867 of revenues  during the year ended  December  31,  2002.
During the year ended December 31, 2002, we did not generate any revenues.

Operating Expenses

Operating  Expenses  incurred for the year ended  December 31, 2003,  aggregated
$2,507,076  as compared to $255,441 for the year ended  December  31, 2002.  Our
operating  expenses increased by $2,251,635 for the year ended December 31, 2003
when compared to the previous  year.  This increase is due to legal,  consulting
and professionals services expenses.

Net Loss and Loss Per Share

The net loss was $2,383,076 for the year ended December 31, 2003, as compared to
a net loss of  $255,441  for the year  ended  December  31,  2002.  The net loss
increased by $2,127,635  from the previous  period  primarily as a result of the
reasons set forth above.

Off-Balance Sheet Arrangements

The Company had no  off-balance  sheet  arrangements  for the fiscal year ending
December 31, 2003.

Liquidity and Capital Resources

At December  31,  2003,  we had working  capital of $172,704 as compared  with a
working capital deficit of $2,243,713 at December 31, 2002. Our positive working
capital is primarily the result of the following:

     o    The  completion of our private  placement in December 2003 pursuant to
          which we raised an aggregated of $1,383,330;
     o    A decrease in accounts payable and accrued expenses;
     o    A reduction of inventory;
     o    A decrease in long term debt and accrued interest payable; and
     o    The revenues we generated in 2003.

The Company  needs an  additional  $5 million to complete  the process and begin
shipment  of the  products.  Our  material  funding  requirements  of $5 million
includes  working  capital,  marketing  costs,  acquisition  costs,  general and
administrative costs, and the purchase of inventory and technology.

The Company  signed two  procurement  agreements to deliver its smart  real-time
two-way  video  conferencing  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 third or fourth quarter of
2004.

The Company's  subsidiary has a $1.5 million credit facility with  Intercapital,
S.A.,  with $0  outstanding  as of December 31, 2003. The note bears interest at
10% per annum, with principal and accrued interest due at December 31, 2003. The
note was  secured by a  personal  guarantee  of the  Company's  Chief  Executive
Officer. The balance of the note and accrued interest was converted to equity in
2003 by the issuance of 2,394,820 shares of common stock.

The Company  signed a one-year $5.2 million  contract  with C.G.E.  Distributors
Corp. to deliver its smart real-time two way video conferencing cellular phones,
WLAN Access Point and networks software products.

We  have   historically   sustained  our   operations  and  funded  our  capital
requirements with the funds received from the sale of our common stock. To date,
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 million to complete  the process and begin
shipment of the products.

                                       12
<PAGE>
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 will be able to obtain  this  capital  on  acceptable
terms, if at all. In such an event, this may have a materially adverse effect on
our business, operating results and financial condition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles require the appropriate  application of certain accounting
policies,  many of which  require us to make  estimates  and  assumptions  about
future events and their impact on amounts reported in the financial  statements,
and related  notes.  Since future  events and their impact  cannot be determined
with certainty,  the actual results will  inevitably  differ from our estimates.
Such differences could be material to the financial statements.

We believe  application  of accounting  policies,  and the estimates  inherently
required  by  the  policies,  are  reasonable.  These  accounting  policies  and
estimates are constantly  reevaluated,  and  adjustments are made when the facts
and circumstances dictate a change. Historically,  we have found the application
of  accounting  policies  to be  appropriate,  and the actual  results  have not
differed materially form those determined using necessary estimates.

Our accounting  policies are more fully described in Note 1 to the  consolidated
financial  statements,  located  elsewhere  in this 10-KSB.  We have  identified
certain critical accounting policies that are described below.

Software  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.

New Accounting Pronouncements

In January  2003,  the FASB  issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosures." This statement provides  alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for stock-based employee  compensation.  In addition,  this Statement
also  amends  the  disclosure  requirements  of SFAS  No.  123 to  require  more
prominent and frequent disclosures in the financial statements about the effects
of stock-based  compensation.  The transitional  guidance and annual  disclosure
provisions of this  Statement were effective for the December 31, 2002 financial
statements.

SFAS 149 -- In April 2003, the FASB issued SFAS 149, Amendments of Statement 133
on Derivative Instruments and Hedging Activities.  SFAS 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts and hedging  activities  under SFAS 133,  Accounting
for Derivative Instruments and Hedging Activities. In general, this Statement is
effective  for  contracts  entered into or modified  after June 30, 2003 and for
hedging  relationships  designated after June 30, 2003. The adoption of SFAS 149
did not have an  impact on the  Company's  financial  condition  or  results  of
operations.

SFAS 150 -- In May 2003,  the FASB  issued  SFAS  150,  Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity, which
provides  standards for how an issuer  classifies and measures certain financial
instruments with  characteristics  of both liabilities and equity. The Statement
is effective for financial  instruments  entered into or modified  after May 31,
2003 and for  pre-existing  instruments as of the beginning of the first interim
period  beginning  after June 15, 2003.  The adoption of SFAS 150 did not have a
material impact on the Company's financial condition or results of operations.

FASB  Interpretation No. 45 -- In November 2002, the FASB issued  interpretation
No. 45,  Guarantor's  Accounting and  Disclosure  Requirements  for  Guarantees,
including indirect Guarantees of Indebtedness of Others (FIN 45). Beginning with
transactions  entered  into after  December 31,  2002,  FIN 45 requires  certain
guarantees  to be  recorded  at  fair  value,  which  is  different  from  prior
accounting practices, which was generally to record a liability only when a loss
was probable and  reasonably  estimable,  as defined in SFAS 5,  Accounting  for
Contingencies.  In  general,  FIN 45 applies  to  contracts  or  indemnification
agreements  that  contingently  require  the  Company  to  make  payments  to  a
guaranteed third-party based on changes in an underlying asset, liability, or an
equity  security of the guaranteed  party. In accordance with FIN 45 the Company
will record guarantees  entered into after December 31, 2002 as a liability,  at
fair value.

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.

                                       13
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

NONE.

ITEM 8A.  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 includes the following:

We  have  formed  an  audit  committee  to  be  comprised  of  two  independent,
non-employee directors and Mr. Ricardo Alvarez. The audit committee charter 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  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.

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.

         Name                           Age              Title

         Carlos H. Mendoza+             [39]             Chairman

         Ricardo A. Alvarez             [61]             Director

         David Davila                   [36]             President & CEO

         Robert Leon                    [42]             Chief Technical Officer

         Winfred Fields                 [38]             Chief Financial Officer

         George Olazabal                [37]             Director of Engineering

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.

                                       14
<PAGE>
Carlos H.  Mendoza - Chairman,  Founder.  Mr.  Carlos  Mendoza is the founder of
Calypso  Wireless,  Inc.  Age 39.  From  1995 to 1999,  Mr.  Mendoza  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  industry.  Previously,  he served as CEO of Calypso
Wireless,  Inc. a Florida Corporation which was acquired by 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 61. Mr. Alvarez is 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.
From 1999 to the  present,  Mr.  Alvarez  has been 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 an  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 received
a  degrees  in  Architecture  and  City  Planning,  and a  Masters  of  Business
Administration  (MBA).  Mr. Alvarez  attended the following  schools:  School of
Architecture,  California State Polytechnic University, College of Environmental
Design, and the University of California at Berkeley.

Mr.  Alvarez's areas of expertise  include:  building  design and  construction,
urban design,  industrialized and modular  construction  systems,  vulnerability
assessment and hazard  mitigation.  Mr. Alvarez has directed or  participated in
more than 1,200 hazard  mitigation  projects in the past ten years. He 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,  he  developed  and  launched  a  continuing
education Emergency Management and Hazard Mitigation Certificate Program at FIU.
In 2001, he launched the Developing a Culture of Mitigation through Education, a
K-12 program for schools in Florida and abroad.  Currently,  Mr.  Alvarez is the
Principal Investigator for the Hurricane Loss Mitigation for Housing in Florida,
which is funded by the Florida Department of Community Affairs.  Mr. Alvarez 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 36. Mr. Davila joined  Calypso
Wireless in February 1998. From 1998 to 2000, he served as Engineering  Manager.
During 2000, Mr. Davila became Vice President of Sales for the Company.

From 1993 to 1998,  Mr.  Davila  served  as a  international  consultant  in the
telecommunication  arena. He received 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 42. 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.

                                       15
<PAGE>
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 Motorola's  Energy Products  Division,  Paging & Wireless Systems Group, and
the Microelectronics Department, Land Mobil Products Sector.

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
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 38. Mr. Fields is responsible for
accounting,  finance, treasury, and facilities.  Prior to joining the Company in
December 2002, Mr. Fields served as  President/CEO of Unique Dawning CMHC, Inc.,
a chain of clinics located in Texas and Louisiana,  from 1997 to 1999. 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. in 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  37.  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
by Mr. Olazabal include MS Sql Server and MS Access.  Mr. Olazabal also Designed
and coded the communications between the PC and the flow cytometer. Mr. Olazabal
is 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.
Mr. Olazabal is active in all phases of testing and debugging of these releases.
He  has  heavy   interface  with   marketing   while   generating   requirements
specifications.  He is responsible  for selecting  software  tools  necessary to
accomplish marketing requests. He designed and coded all PCL 4 and PCL 5 printer
support routines, and he 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.

                                       16
<PAGE>
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.  Mr.  Olazabal  began  design  of  a
prospective PC Universal Programmer for paging products using structured methods
techniques,  "C" language,  and assembly  language.  He interfaced  heavily with
marketing and management while developing proposals for this initial version. He
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.  He conducted  meetings in the development of various proposals for an
Over-The-Air PC programmer.

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, 2003, 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 (Chairman)
David Davila (President & CEO)
Ricardo Alvarez   (Director)
Robert Leon (Chief Technical Office)
Winfred Fields (Chief Financial Officer)
George Olazabal (Director of Engineering)

In addition, during the fiscal year ended December 31, 2003, a Form 4, Change of
Beneficial  Ownership  of  Securities,  was not timely  filed by Robert  Leon (2
times).

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, 2003 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.

CODE OF ETHICS

The Company has adopted its Code of Ethics and  Business  Conduct for  Officers,
Directors  and  Employees  that applies to all of the  officers,  directors  and
employees of the Company.

                                       17
<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  most  highly  compensated
executive  officers  whose  total  annual  salary and bonus for the fiscal  year
ending December 31, 2003 exceeded $100,000.
<TABLE>
<CAPTION>
                                               Annual compensation                              Long term compensation
                                                                                         Awards                        Payouts
                                                                  Other        Restricted     Securities
        Name and                                                 annual          Stock        underlying     LTIP         All other
   principal position       Year       Salary       Bonus     compensation       Awards      options/SARs     payouts   Compensation
                                         ($)         ($)           ($)            ($)             (#)           ($)           ($)
          (a)                (b)         (c)         (d)           (e)            (f)             (g)           (h)           (i)
<S>                         <C>        <C>            <C>         <C>             <C>            <C>           <C>           <C>
David Davila,               2003       $74,400       N/A           N/A             -               -             -             -
President & CEO

Robert Leon,                2003      $114,786       N/A           N/A             -               -             -             -
Chief Technology Officer    2002       $90,000       N/A           N/A
                            2001       $84,000       N/A           N/A

Winfred Fields,             2003       $6,870        N/A           N/A            (1)              -             -             -
Chief Financial Officer     2002         $0          N/A           N/A            (2)



Ricardo Alvarez,            2003         $0          N/A           N/A            (3)              -             -             -
Director
</TABLE>
__________________________________________

(1) 200,000 shares of common stock,  par value $.001 per share,  were granted to
Mr. Winfred Fields pursuant to that certain Consulting Agreement,  dated October
4, 2002, as described in the Index to Exhibits,  in  consideration of accounting
and administrative consulting services rendered by Mr. Fields to the Company.

(2) 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, 2002, as described in the Index to Exhibits,  in  consideration of accounting
and administrative consulting services rendered by Mr. Fields to the Company.

(3) 25,000  shares of common stock,  par value $.001 per share,  were granted to
Mr. Ricardo Alvarez pursuant to that certain Consulting Agreement, dated July 1,
2003,  as  described  in the Index to  Exhibits,  in  consideration  of  general
business assistance consulting services rendered by Mr. Alvarez to the Company.

Other than as noted above, no officers or directors received compensation in any
form during the year ended December 31, 2003.

OPTION GRANTS IN LAST FISCAL YEAR

During the fiscal year ended December 31, 2003, no executive officer or director
were granted options to purchase shares of common stock.

FISCAL YEAR-END OPTION VALUES

                                       18
<PAGE>

During the fiscal year ended December 31, 2003, no executive officer or director
exercised any options to purchase shares of common stock, and as of December 31,
2003, no executive officer or director  possessed any options to purchase shares
of common stock.

Directors Remuneration

In 2003 Directors were not paid a fee for serving on the Board.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of December 31, 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(1)                             Shares                              Ownership
<S>                                                  <C>                                   <C>
   Ricardo A. Alvarez                                112,564                                *

   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

   Winfred Fields                                    150,000                                 *

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

   Robert Leon                                     2,109,896                                2.0%

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

   Carlos H. Mendoza, Chairman                       130,915                                 *

   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

   All Directors and Executive Officers
   as a Group (4 persons)                          2,503,575                               2.40%
   __________
     * Less than 1% of the outstanding common stock.
</TABLE>
     (1) Unless  otherwise  noted,  the address of each of these  persons is c/o
     Calypso Wireless, Inc., 5753 N.W. 158 Street, Miami, Florida 33014

                                       19
<PAGE>
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, (incorporated by reference to
          Exhibit 3.1 of Registrant's Annual Report Form 10-KSB filed on July 2,
          2003, SEC File No. 1-8497).

  *3.2    By-laws of Calypso  Wireless,  Inc. ,  (incorporated  by  reference to
          Exhibit 3.2 of Registrant's Annual Report Form 10-KSB filed on July 2,
          2003, SEC File No. 1-8497).

  *10.1   Procurement  Agreement,  dated April 6, 2001, between American Telecom
          Industries ATEL, S.A. and China Telecom  Changzhou  Telecommunications
          Bureau.,  (incorporated  by reference to Exhibit 10.1 of  Registrant's
          Annual Report Form 10-KSB filed on July 2, 2003, SEC File No. 1-8497).

  *10.2   Procurement   Agreement,   dated  March  19,  2003,   between  Calypso
          Wireless, Inc. and CGE Distributors Corp.,  (incorporated by reference
          to Exhibit  10.2 of  Registrant's  Annual  Report Form 10-KSB filed on
          July 2, 2003, SEC File No. 1-8497).

  *10.3   Contract  Manufacturing  Agreement between American Telecom Industries
          ATEL, S.A. and Selectron S.A.,  (incorporated  by reference to Exhibit
          10.3 of Registrant's  Annual Report Form 10-KSB filed on July 2, 2003,
          SEC File No. 1-8497).

  *10.4   Line of Credit  Contract,  dated November 23, 1998,  between  American
          Telecom Industries ATEL, S.A. and Intercapital, S.A., (incorporated by
          reference  to Exhibit 3.1 of  Registrant's  Annual  Report Form 10-KSB
          filed on July 2, 2003, SEC File No. 1-8497).

  10.5    United States Patent Number:  6,680,923  granted to Calypso  Wireless,
          Inc.

  14.1    Code of Ethics

  21.1    Subsidiaries of the Registrant.

  31.1    Certification  by Chief Executive  Officer  pursuant to Sarbanes Oxley
          Section 302.

  31.2    Certification  by Chief Financial  Officer  pursuant to Sarbanes Oxley
          Section 302.

  32.1    Certification  by  Chief  Executive  Officer  pursuant  to 18 U.S.  C.
          Section 1350

  32.2    Certification  by  Chief  Financial  Officer  pursuant  to 18 U.S.  C.
          Section 1350

_____________________

*  Previously filed.

b)    Reports on Form 8-K.


      1. The Company  filed a Current  Report on Form 8-K/A on January 28, 2003,
which  disclosed the  appointment  of R.E.  Bassie & Co. and elect Mr. Carlos H.
Mendoza as Chairman of the Board of Directors of the Company.

      2. The Company filed a Current  Report on Form 8-K on June 4, 2003,  which
disclosed the unaudited proforma  consolidated  financial statement for the nine
months ended September 30, 2002.


                                       20
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Audit Fees. The aggregate fees billed by our auditors, for professional services
rendered for the audit of the  Company's  annual  financial  statements  for the
years ended  December  31, 2003 and 2002,  and for the reviews of the  financial
statements included in the Company's Quarterly Reports on Form 10-QSB during the
fiscal years were $50,000 and $80,000, respectively.

Audit Related Fees.  For the years ended December 31, 2003 and 2002, the Company
did not incurred fees to auditors for audit related fees, respectively.

All Other Fees. The aggregate  fees billed by auditors for services  rendered to
the Company,  other than the services covered in "Audit Fees" and for the fiscal
years ended December 31, 2003 and 2002 were zero for both years.

The Board of  Directors  has  considered  whether  the  provision  of  non-audit
services is compatible with maintaining the principal accountant's independence.

                                       21
<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: April 19, 2004
     ----------------
     David Davila
     Chief Executive Officer and
     President


By:  /s/ Winfred Fields                                     Date: April 19, 2004
     ------------------
     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: April 19, 2004
     ----------------
     David Davila
     Chief Executive Officer and
     President

By:  /s/ Winfred Fields                                     Date: April 19, 2004
     ------------------
     Winfred Fields
     Chief Financial Officer

By:  /s/ Ricardo Alvarez                                    Date: April 19, 2004
     --------------------
     Ricardo Alvarez
     Director

By:  /s/ Carlos H. Mendoza                                  Date: April 19, 2004
     ---------------------
     Carlos H. Mendoza
     Chairman


                                       22

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

                                      Index                                         Page




<S>                                                                                    <C>
Independent Auditors' Reports........................................................F-2

Consolidated Financial Statements:

     Balance Sheets - December 31, 2003 and 2002.....................................F-3

     Statements of Operations - Years ended December 31, 2003 and 2002
          With cumulative totals from inception to December 31, 2003.................F-4

     Statements of Stockholders' Equity - Years ended December 31, 2003 and 2002
          With cumulative totals from inception to December 31, 2003.................F-5

     Statements of Cash Flows - Years ended December 31, 2003 and 2002
          With cumulative totals from inception to December 31, 2003.................F-6

Notes to Consolidated Financial Statements...........................................F-7
</TABLE>
<PAGE>
                          Independent Auditors' Report


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

We have audited the consolidated balance sheets of Calypso Wireless, Inc. and
subsidiary (a development stage company - the Company) as of December 31, 2003
and 2002, and the related consolidated statements of operations, stockholders'
equity and cash flows for the two-year period ended December 31, 2003 and for
the period from inception to December 31, 2003. 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, 2003 and 2002, and the results of their
operations and their cash flows for the two-year period ended December 31, 2003
and for the period from inception to December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.


                           /s/ R. E. Bassie & Co.


Houston, Texas
March 26, 2004

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

                         Consolidated Balance Sheets

                         December 31, 2003 and 2002

<TABLE>
<CAPTION>

                                   Assets                                             2003              2002
                                   ------                                             ----              ----
Current assets:
<S>                                                                              <C>              <C>
     Cash                                                                        $      833,209   $      265,012
     Prepaid expenses                                                                     2,679                -
     Inventories                                                                         86,103          357,970
                                                                                 ---------------  ---------------
             Total current assets                                                       921,991          622,982
                                                                                 ---------------  ---------------

Property and equipment, net of accumulated
     depreciation                                                                     4,155,324        4,150,180

Patent                                                                                  220,176           79,774
Software development costs                                                            6,531,795        5,506,213
Other assets                                                                             54,767           46,961
                                                                                 ---------------  ---------------
             Total assets                                                        $   11,884,053   $   10,406,110
                                                                                 ===============  ===============

                    Liabilities and Stockholders' Equity

Liabilities:
     Accounts payable and accrued expenses                                              373,497        1,415,323
     Advances from customers                                                             84,790                -
     Accrued interest payable                                                                 -          146,950
     Loans payable to shareholders                                                      291,000          521,727
     Current portion of long-term debt                                                        -          782,695
                                                                                 ---------------  ---------------
             Total liabilities - current                                                749,287        2,866,695
                                                                                 ---------------  ---------------

Stockholders' equity:
     Common stock, $.001 par value.  Authorized 200,000,000 shares:
         105,221,483 shares issued and outstanding at
         December 31, 2003, and 100,131,977 shares issued and
         outstanding at December 31, 2002                                               105,221          100,132
     Additional paid-in capital                                                      17,713,383       11,450,045
     Deficit accumulated during the development stage                                (6,393,838)      (4,010,762)
                                                                                 ---------------  ---------------
                                                                                     11,424,766        7,539,415
     Less stock subscription receivable                                                (290,000)               -
                                                                                 ---------------  ---------------
             Total stockholders' equity                                              11,134,766        7,539,415

Commitments

                                                                                 ---------------  ---------------
             Total liabilities and stockholders' equity                          $   11,884,053   $   10,406,110
                                                                                 ===============  ===============

</TABLE>
          See accompanying notes to consolidated financial statements.

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

                      Consolidated Statements of Operations

                     Years ended December 31, 2003 and 2002
<TABLE>
<CAPTION>

                                                                                                       Cumulative
                                                                                                       totals from
                                                                                                       inception to
                                                                                                       December 31,
                                                                     2003             2002                2003
<S>                                                              <C>             <C>                       <C>
 Revenues                                                        $     395,867   $            -            395,867
 Cost of goods sold                                                    271,867                -            271,867
                                                                 ---------------  ----------------  ----------------
         Gross profit                                                  124,000                -            124,000

 Operating expenses:
     Research and development                                                -                -          3,202,249
     General and administrative                                      2,427,133          186,550          3,103,009
     Interest                                                           78,269           67,217            205,884
     Depreciation                                                        1,674            1,674              6,696
                                                                 ---------------  ----------------  ----------------
        Total operating expenses                                     2,507,076          255,441          6,517,838
                                                                 ---------------  ----------------  ----------------
        Net loss from operations before provision
           for income taxes                                         (2,383,076)        (255,441)        (6,393,838)

 Provision for income taxes                                                  -                -                  -
                                                                 ---------------  ----------------  ----------------
        Net loss from operations                                 $  (2,383,076)   $    (255,441)    $   (6,393,838)
                                                                 ===============  ================  ================


 Net loss per common share - basic and diluted:


     Net loss applicable to common shareholders                  $       (0.02)   $       (0.00)
                                                                 ===============  ================

 Weighted average common shares - basic and diluted                 99,979,194       89,241,250
                                                                 ===============  ================
</TABLE>
          See accompanying notes to consolidated financial statements.

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

                 Consolidated Statements of Stockholders' Equity

                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         accumulated
                                                                            Additional   during the       Stock           Total
                                                     Common Stock           paid-in      development    subscription   stockholders'
                                                  shares       amount       capital         stage       receivable        equity
                                              -------------   ---------   -----------  ------------    ------------- -------------
<S>                                           <C>               <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        (218,215,704)    59,298        (59,298)            -               -              -

     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                    100,131,977    100,132     11,450,045    (4,010,762)                     7,539,415

     Proceeds from private placement
      of common shares                           3,720,913      3,721      1,669,609             -        (290,000)     1,383,330

     Issuance of common shares for services      5,589,757      5,590      3,341,258             -               -      3,346,848

     Issuance of  common shares for
      conversion of debt                         2,445,503      2,445      1,245,804             -               -      1,248,249

     Cancellation of previously issued shares   (6,666,667)    (6,667)         6,667             -               -              -

     Net loss                                            -          -              -    (2,383,076)              -     (2,383,076)

                                              -------------  ---------   ------------  ------------    ------------- -------------
 Balance, December 31, 2003                    105,221,483   $105,221    $17,713,383   $(6,393,838)    $  (290,000)   $11,134,766
                                              =============  =========   ============  ============    ============= =============
</TABLE>
          See accompanying notes to consolidated financial statements.

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

                      Consolidated Statements of Cash Flows

                     Years ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                                                   Cumulative
                                                                                                   totals from
                                                                                                   inception to
                                                                                                   December 31,
                                                                     2003             2002             2003
<S>                                                              <C>              <C>             <C>
 Cash flows from operating activities:
     Net loss                                                    $  (2,383,076)   $    (252,541)  $ (6,393,838)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
           Depreciation                                                  1,674            1,674          6,696
           Common stock issued for services                          3,346,848           80,000      4,012,448
           (Increase) decrease in operating assets:
               Inventories                                             271,867                -        (86,103)
               Prepaid expenses                                         (2,679)               -         (2,679)
               Patent                                                 (140,402)          (1,576)      (220,176)
               Production development costs                         (1,025,582)      (1,576,857)    (6,531,795)
               Other assets                                             (7,806)             (50)       (54,767)
           Increase (decrease) in operating liabilities:
               Accounts payable and accrued expenses                (1,035,942)       1,225,829        402,440
               Advances from customers                                  84,790                -         84,790
               Accrued interest payable                                      -           67,217        205,884
                                                                 --------------   --------------  -------------
                  Net cash used in operating activities               (890,308)        (456,304)    (8,577,100)
                                                                 --------------   --------------  -------------

 Cash flows from investing activities:
     Capital expenditures for property and equipment                    (6,818)         (31,287)    (4,162,020)
                                                                 --------------   --------------  -------------
                  Net cash used in investing activities                 (6,818)         (31,287)    (4,162,020)
                                                                 --------------   --------------  -------------

 Cash flows from financing activities:
     Proceeds from issuance of stock                                 1,673,330          349,653     12,557,907
     Increase subscription receivable                                 (290,000)               -       (290,000)
     Proceeds from long-term debt                                            -          265,000        782,695
     Net borrowings from shareholders                                   81,993          137,880        521,727
                                                                 --------------   --------------  -------------
                  Net cash provided by financing activities          1,465,323          752,533     13,572,329
                                                                 --------------   --------------  -------------

                  Net increase in cash                                 568,197          264,942        833,209

 Cash at beginning of year                                             265,012               70              -
                                                                 --------------   --------------  -------------
 Cash at end of year                                             $     833,209    $     265,012   $    833,209
                                                                 ==============   ==============  =============


 Supplemental schedule of cash flow information:
     Non-cash transactions:
        Issuance of common stock for conversion of debt          $   1,248,249    $           -   $  1,248,249
                                                                 ==============   ==============  =============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


(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

                                      F-7
<PAGE>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


     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.
     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, 2003.

     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



                                      F-8
<PAGE>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


     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
     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 January 2003, the FASB issued SFAS No. 148,  "Accounting for Stock-Based
     Compensation  -  Transition  and  Disclosures."   This  statement  provides


                                      F-9
<PAGE>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002



     alternative  methods of transition for a voluntary change to the fair value
     based  method of  accounting  for  stock-based  employee  compensation.  In
     addition,  this Statement also amends the disclosure  requirements  of SFAS
     No. 123 to require more prominent and frequent disclosures in the financial
     statements about the effects of stock-based compensation.  The transitional
     guidance and annual disclosure  provisions of this Statement were effective
     for the December 31, 2002 financial statements.

     SFAS  149 -- In April  2003,  the  FASB  issued  SFAS  149,  Amendments  of
     Statement 133 on Derivative  Instruments and Hedging  Activities.  SFAS 149
     amends and  clarifies  accounting  for  derivative  instruments,  including
     certain  derivative  instruments  embedded in other  contracts  and hedging
     activities  under  SFAS 133,  Accounting  for  Derivative  Instruments  and
     Hedging Activities.  In general,  this Statement is effective for contracts
     entered into or modified after June 30, 2003 and for hedging  relationships
     designated  after June 30,  2003.  The adoption of SFAS 149 did not have an
     impact on the Company's financial condition or results of operations.

     SFAS 150 In May 2003,  the FASB  issued  SFAS 150,  Accounting  for Certain
     Financial  Instruments with Characteristics of both Liabilities and Equity,
     which provides  standards for how an issuer classifies and measures certain
     financial  instruments with characteristics of both liabilities and equity.
     The  Statement  is  effective  for  financial  instruments  entered into or
     modified  after May 31,  2003 and for  pre-existing  instruments  as of the
     beginning of the first interim  period  beginning  after June 15, 2003. The
     adoption  of  SFAS 150  did not have a  material  impact  on the  Company's
     financial condition or results of operations.

     FASB   Interpretation   No.  45  --  In  November  2002,  the  FASB  issued
     interpretation No. 45, Guarantor's  Accounting and Disclosure  Requirements
     for  Guarantees,  including  indirect  Guarantees of Indebtedness of Others
     (FIN 45). Beginning with transactions entered into after December 31, 2002,
     FIN 45 requires certain  guarantees to be recorded at fair value,  which is
     different from prior accounting practices,  which was generally to record a
     liability  only  when a loss was  probable  and  reasonably  estimable,  as
     defined in SFAS 5, Accounting for Contingencies. In general, FIN 45 applies
     to contracts or  indemnification  agreements that contingently  require the
     Company to make payments to a guaranteed third-party based on changes in an
     underlying asset, liability, or an equity security of the guaranteed party.
     In accordance with FIN 45 the Company will record  guarantees  entered into
     after December 31, 2002 as a liability, at fair value.

(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
     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


                                      F-10
<PAGE>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002



     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, 2003 and 2002,  and
     were located at the Selectron, S.A. plant in Managua, Nicaragua.

(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              2003                2002
                                              ----------    ---------------     ---------------

           <S>                                     <C>        <C>                  <C>
       Machinery and equipment                  5-15        $   3,405,952       $  3,405,952
       Laboratory equipment                     5-15              715,778            715,778
       Office furniture and equipment             5                40,290             33,472
                                                            ---------------     ---------------

                                                                4,162,020          4,155,202
       Less accumulated depreciation                               (6,696)            (5,022)
                                                            ---------------     ---------------

       Net property and equipment                           $   4,155,324       $  4,150,180
                                                            ===============     ===============
</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)  Software Development Costs

     Software  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 allowed the Company 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 was
     secured by a personal  guarantee of the Company's Chief Executive  Officer.
     The balance of the note and accrued  interest  was  converted  to equity in
     2003 by the issuance of 2,394,820 shares of common stock.

                                      F-11
<PAGE>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002



(7)  Capital Stock

     The  Company  is  authorized  to issue up to  200,000,000  shares of Common
     Stock, of which  105,221,483 were issued and outstanding as of December 31,
     2003.

(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
                                                                                ------------------------------------
                                                                                      2003                2002
                                                                                ----------------    ----------------

         <S>                                                                             <C>                 <C>
      Tax expense/(benefit) computed at statutory rate for                      $     (810,246)     $     (86,034)
         continuing operations
      Tax (benefit) of operating loss carryforwards                                    810,246             86,034
                                                                                ----------------    ----------------

      Tax expense/(benefit) for continuing operations                           $            -      $           -
                                                                                ================    ================
</TABLE>

     The  Company  has current net  operating  loss  carryforwards  in excess of
     $2,100,000 as of December 31, 2003, to offset future taxable income,  which
     expire 2022.

     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
                                                            ------------------------------------
                                                                 2003                2002
                                                            ----------------    ----------------

                 <S>                                             <C>                 <C>
             Deferred tax assets:
                 Net operating loss                         $   2,174,075       $  1,,363,829
                                                            ----------------    ----------------

                 Total deferred tax asset                       2,174,075           1,363,829

                 Valuation allowance                           (2,174,075)        (1,363,829)
                                                            ----------------    ----------------

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

     At December 31, 2003, 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:

                                      F-12
<PAGE>
                      CALYPSO WIRELESS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002




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

     o    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.

     o    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.

     The Company  leases  office space under a  noncancellable-operating  lease,
     which expires in September 2005.  Future minimum lease under this operating
     lease is as follows:

                    Year
                 December 31,                         Amount

                    2004                             $ 43,389
                    2005                               33,747
                                                     --------
                                                     $ 77,136
                                                     ========

                                      F-13
<PAGE>