U.S. SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

**FORM10-KSB**

(MarkOne)

[**X**] ANNUALREPORT UNDER SECTION 13 OR 15(d) OF

THESECURITIES EXCHANGE ACT OF 1934

[  ] TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF

THESECURITIES EXCHANGE ACT OF 1934

**Forthe Fiscal Year Ended March 31, 2003**

CommissionFile Number **0-08507**

**BROADBANDWIRELESS INTERNATIONAL CORPORATION**

(Exactname of registrant as specified in its charter)

| NEVADA                                                           | **75-1441442**                              |
|-----------------------------------------------------------------------|---------------------------------------------|
| (State        or other jurisdiction of incorporation or organization) | (I.R.S.        Employer Identification No.) |

2304North Interstate Drive, Norman, OK 73072

(Addressof principal executive offices) (Zip Code)

Registrant'stelephone number, including area code:

Securitiesregistered pursuant to Section 12(b) of the Act:  None

Securitiesregistered pursuant to Section 12(g) of the Act:  Common Stock, $.0125par value per share"

(Titleof Class)

Checkwhether the registrant (1) has filed all reports required by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.

**Yes X**               No

Checkif disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is notcontained in this form, and will not be contained, to the best of registrant'sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.-X-.

Registrant'srevenues for its most recent fiscal year were

Asof August 6, 2003, the aggregate market value of the voting stock held bynon-affiliates computed by reference to the price at which the stock was sold,or the average bid and asked prices of such stock, was $3,747,917.

Asof August 6, 2003 there were 220,465,720 shares of Common Stock outstanding.

TransitionalSmall Business Disclosure Format (check one):****Yes  **            No  X  **

 

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**FORM10-KSB**

**TABLEOF CONTENTS**

Item1. Description of Business.

3

Item2. Description of Property.

4

Item3. Legal Proceedings.

5

Item4. Submission of Matters to Vote of Security Holders.

5

PARTII

6

Item5. Market for Common Equity and Related Stockholder Matters.

6

Item6. Management's Discussion and Analysis of Financial Condition and Results ofOperations.

7

Item7. Financial Statements**.**

7

Item8. Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.

8

PARTIII

8

Item9. Directors, Executive Officers, Promoters and Control Persons; Compliance

                         With16(a) of the Exchange Act

8

Item10. Executive Compensation**.**

9

Item11. Security Ownership of Certain Beneficial Owners and Management.

9

Item12. Certain Relationships and Related Transactions.

9

Item13. Exhibits and Reports on Form 8-K.

9

Signatures

10

APPENDIXA

 

 

 

 

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**PARTI**

**Item1. Description of Business.**

GENERALOVERVIEW

BroadbandWireless International Corporation (the "Company") is a Nevadacorporation that was originally formed on July 23, 1973 for the purpose ofengaging in exploration for oil and gas.  From 1986 to 1997, the Companyfunctioned essentially as a "public shell" because it had nooperations and continued to be publicly traded.

     InDecember 2000, the Board of Directors considered a business plan (the"Business Plan"), which contemplated a wireless Internet serviceprovider business in the greater Oklahoma City geographical market. The Companyconducted test applications of the wireless operations described in the BusinessPlan in Edmond and Norman, Oklahoma. These tests were successfully completed inDecember 2000. After reviewing the reports of the tests, the Board of Directorsapproved the Business Plan. In February 2001, the Temporary Receiver submittedthe Business Plan to the Court for approval.

     OnFebruary 23, 2001, the Company entered into agreements with the American Bank& Trust Company of Edmond, Oklahoma and with Republic Bank of Norman,Oklahoma on March 19, 2001, to provide wireless communication services for thosebanks to and from their branch offices in central Oklahoma. The Company alsoentered into a similar agreement with McClain County Bank on May 17, 2001. TheCompany began realizing revenues from these clients in May 2001.

     OnDecember 27, 2001 the Company filed an application to reorganize under Chapter11 of the Bankruptcy Code. On May 7, 2002 the Company filed a disclosurestatement pursuant to 11 U.S.C.  1125 and a proposed plan of reorganizationpursuant to 11 U.S.C.  1121. The reorganized Company will have theauthority to issue additional equity securities to meet future requirements,which would further dilute the position of parties in interest that are toreceive or retain under the plan equity securities in the reorganized Company.

OnJuly 23, 2001, the board of directors appointed Dr. Tripp as president of theCompany and the board appointed William Higgins, also a director of the Company,as treasurer. The Company's board of directors actively supervises theoperations of the Company.

OnOctober 13, 2001, the Company and Entertainment Direct. TV, Inc. ("EDTV")signed a Stock Purchase Agreement and on October 20, 2001, executed an Addendumto Stock Purchase Agreement (collectively, the "EDTV Agreement"). EDTVproduces incremental revenue through a process and delivery methodology known asExtreme Niche Targeting ("ENT"). ENT combines multiple technologiesand communications media providing artists, athletes, labels, advertisers andconsumer product manufacturers direct contact with the targeted niche market.E-mail, SMS (short messaging service), Internet service, website design,database management, strategy and branding are the primary delivery channels.

Existingclients of EDTV are varied and consist of Wasatch Pharmaceutical, Golf is Fun,Crystal Dragon Entertainment (Coolio), MergelallslandlDef Jam (Shorty 101), GoodGame Entertainment (Slinkey.com), Z-Money Records, Inc., Itchy Palms Records,Inc., Heart of Africa Foundation, Frontline Entertainment, Starship RecordCompany, Inc. P4F implementations have been or will shortly be commerciallyexecuted at Prizes4Fun.com, Vegas4Fun.com, Windaily.com and Coolio.com.

TheEDTV principals and their contacts put EDTV in an unusual position to offer itsservices to a dozen or so key entertainment industry participants, which Companybelieves will enhance the business approach described herein. Subsequent to themerger with EDTV, the Reorganized Company intends to offer a comprehensivecommunications and content service package to niche markets through a marketingstrategy known as Extreme Niche Targeting. It is contemplated that the serviceoffering will primarily consist of a combination of email, SMS (short messagingservice), Internet service, website design, database management, strategy andbranding. It is expected that the Reorganized Company will be positioned as anew media direct marketing company that generates revenue from email campaignmanagement, eCommerce participation and advertiser placements through multipleforms of media (internet, magazines, TV).

 

 

 

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TheReorganized Company will seek to capitalize on the U.S. consumers' appetite forbrands and idols. It is expected that the Reorganized Company will offer ademographically targeted campaign centered on a rich multimedia email campaign,which will drive consumers to the featured artist or label site that will alsooffer multiple opportunities to interact and be informed about the artist'sactivities. It is projected that this interaction will lead to multiple repeattransactions in which the Reorganized Company will participate.

OnFebruary 28, 2003 BBAN received a 100 Million USD Insurance Guarantee Bond fromEnhancement Holdings, LLC currently held in Custodian safekeeping by RepublicBank and Trust in Norman, Oklahoma for credit enhancement purposes.  Thereceipt of the bond is the first step in an agreement with Enhancement Holdings,LLC and Stanley Holdings Business Trust to provide liquidity to BroadbandWireless International Corporation.  Enhancement Holdings, LLC a privatelyheld company along with Stanley Holdings Business Trust are engaged in thebusiness of corporate financing, business consulting, debt instrument financing,international trade and asset enhancement. Paul Harris is the Chairman and CEOof Enhancement Holdings, LLC and Ben Stanley is the Chairman and CEO of theStanley Holdings Business Trust. Under the agreement Enhancement Holdings, LLCwill receive 3 board seats on the BBAN board and a ranking equity position uponliquidity.

Mission

BBANwill seek to proactively increase revenue and awareness of our client's productsor services by marketing to the highest qualified niche audience, primarilyonline. We are successful when our clients have increased their customer base,their sales per customer and/or the frequency of their customer transactions. Inother words, we are successful when our clients have made more money.

**Item2. Description of Property.**

Thecompany moved the corporate offices to 2304 N. Interstate Drive, Norman,Oklahoma, in May 2002.

**Item3. Legal Proceedings.**

Therewere no new legal issues during the Last Quarter of 2002.

**Item4. Submission of Matters to Vote of Security Holders.**

Nomatters were submitted to a vote of security holders during the fourth quarterof the fiscal year covered by this report.

 

 

 

 

 

 

 

 

 

 

 

 

 

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**PARTII**

**Item5. Market for Common Equity and Related Stockholder Matters.**

MARKETFOR COMMON EQUITY

TheCompany's common stock trades on the OTC Bulletin Board under the symbol "BBAN."Prior to February 2000, the Company's common stock was traded on the OTCBulletin Board under the symbol "BGOC." On August 6,2003,  theclosing bid price for the common stock was $0.017 per share. The following tablesets forth the high and low bid prices for our common stock during the calendarperiods indicated, through March 31, 2003. Because the common stock trades onthe OTC Bulletin Board, you should know that these stock price quotationsreflect inter-dealer prices, without retail mark-up, markdown or commission, andthey may not necessarily represent actual transactions.

     Thenumber of beneficial holders of record of the common stock of the Company as ofthe close of business on --------------, was approximately ----------.

DIVIDENDS

     TheCompany has not paid cash dividends on our common stock since our inception. TheCompany does anticipate paying dividends by the 3rd quarter to thenext fiscal year. 

RECENTISSUANCE OF COMMON STOCK

     Asof March 31, 2003, 175,418,260 shares had been issued in exchange for EDTV'sshares. Registration is exempt due to Rule 1145 of the bankruptcy code for allshares issued except for affiliates and insiders of the newly combined company.Shareholders of EDTV who are affiliates or insiders included in the aboveissuance received shares that are restricted under paragraph 144.

**Item6. Management's Discussion and Analysis of Financial Condition and Results ofOperations.**

Forward-lookingStatements

     Certainstatements contained with this report may be deemed "forward-lookingstatements" within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asamended (collectively, the "Private Securities Litigation Reform Act of1995"). All statements in this report other than a statement of historicalfact are forward-looking statements that are subject to known and unknown risks,uncertainties and other factors, which could cause actual results andperformance of the Company to differ materially from such statements. The words"believe," "expect," "anticipate,""intend," "will," and similar expressions identifyforward-looking statements. Forward-looking statements contained herein relateto, among other things, (i) the ability of the Receiver to locate and recoverassets of the Company; (ii) the appointment of officers for the Company; (iii)the ability of the Company to enter into a business combination or merger; (iv)the ability or inability to continue operations using the Business Plan; (v) theCompany's ability to develop or adopt new and existing technologies in theconduct of its operations; (vi) anticipated financial performance; (vii) abilityto comply with the Company's general working capital requirements; (vii) theoutcome of the various lawsuits; and (viii) the cancellation of shares of theCompany's common stock issued without consideration or in violation ofapplicable law. Although we believe that the expectations reflected in theforward-looking statements are reasonable, we cannot guarantee future results,levels of activity, performance or achievements. Moreover, we do not assumeresponsibility for the accuracy and completeness of such statements. Weundertake no obligations to update publicly any forward-looking statement,whether as a result of new information, future events or otherwise.

Overview

 

 

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Revenues

Totalrevenues of the Company for the 12 months ended March 31, 2003, and 2002, were$23,800 and $29,721 respectively, a decrease of $5,921.

OperatingExpenses

Operatingexpenses of the Company for the 12 months ended March 31, 2003, and 2002 were$121,169 and $626,933.

Liquidityand Capital Resources

TheCompany currently has a $100,000,000.00 (One hundred Million USD) InsuranceGuarantee for credit enhancement purposes with which to implement the BusinessPlan, the Company believes that the current resources available to the Company,along with the anticipated revenues from the wireless services contracts, willfinance the activities of the Company until bankruptcy exit during the secondquarter of 2003.

**Item7. Financial Statements.**

Thefinancial statements of the Company are incorporated by reference from pages F-1through F-11 of the attached Appendix, and include the following:

*FinancialStatements of Broadband Wireless International Corporation*

|  (1)        Reports of Independent Auditors                                                        | F-2  |
|---------------------------------------------------------------------------------------------------------|------|
| (2)        Balance Sheets as of March 31, 2003 and 2002                                                 | F-3  |
| (3)        Statements of Operations for Years Ended March 31, 2003 and 2002                             | F-5  |
| (4)        Statements of Changes in Stockholders' Equity for Years Ended March 31,        2003 and 2002 | F-7  |
| (5)        Statements of Cash Flows for Years Ended March 31, 2003 and 2002                             | F-9  |
| (6)        Notes to Financial Statements for Years Ended March 31, 2003 and 2002                        | F-11 |

 

 

 

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**Item8. Changes in Accounting and Financial Disclosure.**

      Priorto the 3rd Quarter filing the Company's Board of Directors approved theengagement of independent accountants James R. Bonzo Accounting to replace theaccounting firm of Clyde Bailey CPA.

**PARTIII**

**Item9. Directors, Executive Officers, Promoters and Control Persons;**

**ComplianceWith 16(a) of the Exchange Act**

***      ***Thefollowing information is furnished for each person who serves as a director ofthe Company as of Thursday, August 07, 2003. The Board of Directors currentlyconsists of 6 (six) members, Dr. Ron Tripp, and William Higgins, KeithMcAllister, Ben Stanley, Paul Harris and John Walsh.

*Dr.Ron Tripp, Director.*  Dr. Tripp is a chiropractic physician with aprivate practice in Norman, Oklahoma. He serves as President of the OklahomaBoard of Chiropractic Examiners, the state regulatory and enforcementcommission. He serves on the nine member Executive Committee of the Federationof Chiropractic Licensing Boards and is a delegate to the National Board ofChiropractic Examiners. He is President of USA Judo and a member of the Board ofDirectors of the United States Olympic Committee. Dr. Tripp is a formerrepresentative and President of U.S. Operations of the Mendel Japan Corporationbased in Tokyo, Japan

*WilliamHiggins Esq, Director*. Mr. Higgins practices law in Claremore, Oklahoma,with his practice focusing on business litigation and other trial work services.He previously served as Assistant District Attorney from 1974 through 1977 andhas since been in private practice. Mr. Higgins is a member of the OklahomaTrial Lawyers Association, American Bar Association and the Association of TrialLawyers of America.

*KeithMcAllister, Director*. Mr. McAllister is an entrepreneur with a vast historyof successful ventures. He is the CEO and Co-Chair of Mobile Wireless Security.He is past President of Entertainment Direct TV and was responsible for thedevelopment of strategic opportunities for the company. Prior to co-foundingEDTV, Mr. McAllister was CEO of Dudley Bernichi Diamonds in Cape Town, SouthAfrica, exporting investment grade diamonds from South Africa to North America.Mr. McAllister developed his international business experience as a restaurateurand nightclub owner of five properties in Detroit, Toronto, and Cape Town.

*JohnWalsh, Director.  *Mr. Walsh is Vice Chairman & Senior ExecutiveVice President of Enhancement Holdings, LLC and GHW Group, LLC. From 1997-2000he served as Controller, Birmingham Southeast, LLC a subsidiary of BirminghamSteel Corporation.  Prior to that Mr. Walsh has more than 25 years ofexperience in several industries, i.e., Molded Rubber, Chemicals, Fibers, PVCFilm and Consulting.  His experience includes more than 18 years withHoechst Corporation, a Fortune 100 Company, with ever increasingresponsibilities. He last served as Director of Financial Administration at itsPVC Film Division.  

*BenStanley, Director.*  Mr. Stanley is the trustee for Stanley HoldingsBusiness Trust. He has been in corporate finance for 18 years. He specializes inthe originations of commodities and futures.

*PaulHarris, Director.*  Mr. Harris is the founder and Chairman ofEnhancement Holdings and GHW Group. His experience includes corporate financing,bond originations, business consulting, debt instrument financing, internationaltrade and asset enhancement. He has consulted for 3 fortune 500 companies andarranged financing to the sum of 475 Million USD.

COMPLIANCEWITH SECTION 16(a) OF THE EXCHANGE ACTS; BENEFICIAL OWNERSHIP REPORTINGREQUIREMENTS.

    Section16(a) of the Securities and Exchange Act of 1934, as amended, requires theCompany's directors and executive officers and any persons who own more than 10percent of a registered class of the Company's equity securities to file withthe SEC and each exchange on which the Company's securities are listed reportsof ownership and subsequent changes in ownership of common stock and othersecurities of the Company.  Officers, directors, and greater than 10percent stockholders are required by SEC regulation to furnish the Company withcopies of all Section 16(a) forms they file.  Based solely on review of thecopies of such reports furnished to the Company or written representations thatno requirements applicable to its officers, directors, and greater than 10percent beneficial owners were met.

 

 

 

 

 

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**Item10. Executive Compensation.**

EXECUTIVECOMPENSATION

Thefollowing table sets forth the compensation paid by the Company to the ChiefExecutive Officer and the Chief Operating Officer (the "Named ExecutiveOfficers"), 2002 unless indicated.

NoExecutives received any compensation in fiscal year ending 2002.

DIRECTORCOMPENSATION

NoDirectors received any compensation in fiscal year ending 2002.

EMPLOYMENTAGREEMENTS

TheCompany has no employment agreements.

**Item11. Security Ownership of Certain Beneficial Owners and Management.**

SECURITYOWNERSHIP

TheCompany has no new security Ownership of Beneficial Owners or Management duringthe 4th quarter of 2002.

**Item12. Certain Relationships and Related Transactions.**

None.

**Item13. Exhibits and Reports on Form 8-K.**

(a) Thefollowing documents are filed as part of this report:

       (1) FinancialStatements are attached hereto as Appendix A and included herein on pages F-1through F-11.

       (2) Theexhibits set forth on the following Exhibit Index are filed with this Report orare incorporated by reference as set forth therein.

ExhibitNumber

Exhibit

23

Consentof James R. Bonzo C.P.A.

TheCompany did not file a Form 8-K during the last quarter of the period covered bythis Report.

 

 

 

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**Signatures**

 Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

Thursday,August 07, 2003

**BROADBANDWIRELESS INTERNATIONAL CORPORATION**,

aNevada corporation

By

/s/Ron Tripp

     RonTripp

     Director

Pursuantto the requirements of the Securities Exchange Act of 1934, the followingpersons on behalf of the registrant and in the capacities and on the datesindicated have signed this report below.

 

/s/Ron Tripp

     RonTripp

     Director

 

            /s/William Higgins

     

     WilliamHiggins

     

      Director

 

 

 

 

 

 

 

 

 

 

 

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APPENDIXA

BROADBANDWIRELESS INTERNATIONAL CORPORATION

FinancialStatements

Yearended April 1, 2002 to March 31, 2003

**Contents**

Reportof Independent Auditors

FinancialStatements

     

      F-2

BalanceSheet

 F-3

Statementsof Operations

 F-5

Statementsof Stockholders' Equity

 F-7

Statementsof Cash Flows

F-9

Notesto Financial Statement

                                                                    F-11

BROADBANDWIRELESS  INTERNATIONAL CORPORATION

Reporton Audit of

FinancialStatements and

SupplementalInformation

Forthe Years Ended

**December31, 2003 and 2002**

Preparedby

**JamesR. Bonzo CPA**

***4086Spring Leaf Drive***

LasVegas, NV  89147

(702)367-4483

|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|--------|--------|--------|---------------|--------|--------|--------|--------|--------|---------------------|--------|
| **TABLE        OF CONTENTS**                                                                                                                                                                                                    |                                                   |   |   |   |          |   |   |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   | **Page        No.** |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
| **REPORT        OF INDEPENDENT PUBLIC ACCOUNT                                    ** |                                                   |   |   |   |          |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
| **FINANCIAL        STATEMENTS**                                                                                                                                                                                                 |                                                   |   |   |   |          |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            | **Statement        of Assets**                         |   |   |   | **2**         |
|                                                                                                                                                                                                                            | **  **                                       |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            | **Statement        of Liabilities &  Equity** |   |   |   | **3**         |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            | **Statement        of Revenue & Expenses**         |   |   |   | **4**         |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            | **Statement        of Cash Flows**                     |   |   |   | **5**         |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
| **SUPPLEMENTAL        INFORMATION**                                                                                                                                                                                             |                                                   |   |   |   |          |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |
|                                                                                                                                                                                                                            | **Notes        to Financial Statements**               |   |   |   | ** 6-8** |
|                                                                                                                                                                                                                            |                                                   |   |   |   |          |   |   |   |   |   |                |   |

**INDEPENDENTAUDITORS' REPORT**

 

Tothe Board of Directors

**BroadbandWireless Corporation (formerely Black Giant Oil Corporation)**

Ihave audited the accompanying balance sheet of **Broadband WirelessCorporation (formerly Black Giant Oil Corporation..** as of year ended **March 31, 2003 and 2002** and the related statements of income and cashflows (and changes in corporations'  equity) (and analysis of net worth)for the year then ended.  These financial statements are the responsibilityof **Broadband Wireless Corporation (formerly Black Giant Oil Corporation.'s** management. My responsibility is to express an opinion on thesefinancial statements based on my audit.

Iconducted my audit in accordance with generally accepted auditing standards .  Those standards require that I plan and perform the audit toobtain reasonable assurance about whether the financial statements are free ofmaterial misstatement.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used andsignificant estimates made by management as well as evaluating the overallfinancial statement presentation.  I believe that my audit provides areasonable basis for my opinion.

Myopinon is based on the March 31, 2003 and 2002and 2001 audit of **BroadbandWireless Corporation (formerly Black Giant Oil Corporation.**In myopinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of **Broadband WirelessCorporation (formerly Black Giant Oil Corporation**as of **March 31,2003 and 2002,** and the results of its operations and its cash flows andits (analysis of net worth/changes in corporation's equity) for the year thenended in conformity with generally accepted accounting principles.  

Myaudit was conducted for the purpose of forming an opinion on the basic financialstatements taken as a whole.  The supporting information included in thereport (shown on pages 2 to 7) are presented for the purposes of additionalanalysis and are not a required part of the basic financial statement of  **BroadbandWireless International Corporation (Formerly Block Grant Oil Company).** Such information has been subjected to the auditing procedures applied inthe audit of the basic financial statements and, in my opinion, is fairly statedin all material respects in relation to the financial statements taken as awhole.

**JamesR. Bonzo, CPA**

Tin88-0257376

LasVegas, NV  89147

August15, 2003

| **BROADBAND        WIRELESS INTERNATIONAL CORPORATION**                                           |
|---------------------------------------------------------------------------------------------------|
| **STATEMENT        OF ASSETS**                                                                    |
| **March        31, 2003 and 2002**                                                                |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **CURRENT        ASSETS**                                                                         |   |   |   | **March        31, 2003** |   | **March        31, 2002** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|   Cash        and cash equivalents                                                      |   |   |   |   |   |   | $ | (134,440) |   | $ | 5,502 |
|   Mortgage        loans  Receivable                                                |   |   |   |   |   |   |   | (33,800) |   |   | 50,000 |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **           TOTAL        CURRENT ASSETS** |   |   |   |   |   |   |   | **(168,240)** |   |   | **55,502** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **INVESTMENTS**                                                                                   |   |   |   |   |   |   |   |   | **0** |   |   | **1,750** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|   Furniture        & Fixtures                                                       |   |   |   |   | $ | 100,000 |   |   |   |   | 56,162 |
|   Computer        Software                                                              |   |   |   |   |   | 50,000 |   |   |   |   | 0 |
|   Computer         Equipment                                                       |   |   |   |   |   | 52,115 |   |   |   |   | 0 |
|   Vehicles                                                                              |   |   |   |   |   |   | 258,000 |   |   |   |   | 0 |
|                                                                                         |   |   |   |   |   |   | - |   |   |   |   |   |
| **           TOTAL        FIXED ASSETS**   |   |   |   |   |   | **460,115** |   |   |   |   | **56,162** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **LESS:        Accumulated Depreciation**                                                         |   |   |   |   |   | **(40,119)** |   |   |   |   | (17,762) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **           NET        FIXED ASSETS**     |   |   |   |   |   |   |   | **419,996** |   |   | **38,400** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **OTHER        ASSETS**                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **  Net        Assets  of Discontinued Operatons**                                 |   |   |   |   |   |   |   | **0** |   |   | **26,700** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   | **26,700** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| **   TOTAL        ASSETS**                                                         |   |   |   |   |   |   |   | $ | **251,756** |   | $ | **122,352** |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| See        accompanying accountant report                                                         |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   | 2 |   |   |   |   |   |

|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|--------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|---------------------------|---------|--------|---------------------------|----------|
| **BROADBAND        WIRELESS INTERNATIONAL CORPORATION**                                                      |
| **STATEMENT        OF LIABILITIES & CAPITAL**                                                            |
| **March        31, 2003 and 2002**                                                                           |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
| **LIABILITIES        AND CAPITAL**                                                                           |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
| **LIABILITIES**                                                                                              |
| ** CURRENT        LIABILITIES**                                                                         |   |   |   |   |   |   |   | **March        31, 2003** |    |   | **March        31, 2002** |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|   Accounts        payable and accrued expenses                                                     |   |   |   |   |   |   | $      | 41,568                    |    | $      | 31,638                    |
|   Capital        Lease                                                                             |   |   |   |   |   |   |   |                      | 0       |   |                      | 30,699   |
|   Notes        Payable                                                                             |   |   |   |   |   |   |   |                      | 0       |   |                      | 75,000   |
|                                                                                                         |   |   |   |   |   |   |   |                      | -       |   |                      | -        |
| **           TOTAL        CURRENT  LIABILITIES** |   |   |   |   |   |   |   | **41,568**                |    |   | **137,337**               |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
| **           TOTAL         LIABILITIES**         |   |   |   |   |   |   |   | **41,568**                |    |   | **137,337**               |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
| **CAPITAL**                                                                                                  |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|   Common        Stock,                                                                             |   |   |   |   |   |   |   |                      | 445,547 |   |                      | 734,055  |
|   Additional        Paid-in Capital                                                                |   |   |   |   |   |   |   | 10,000                    |    |   | 2,814,194                 |
|   Retained        Earnings-(Deficit)                                                               |   |   |   |   |   |   |   | (245,359)                 |    |   | (3,561,833)               |
|   Less:        Treasury Stock                                                                      |   |   |   |   |   |   |   | .                         |    |   | (1,400)                   |
|                                                                                                         |   |   |   |   |   |   |   |                      | -       |   |                      | -        |
| **   TOTAL        CAPITAL**                                                                   |   |   |   |   |   |   |   |                      | 210,188 |   |                      | (14,984) |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      | -       |   |                      | -        |
| **   TOTAL        LIABILITIES & CAPITAL**                                                 |   |   |   |   |   |   | $      | **251,756**               |    | $      | **122,353**               |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |
| See        accompanying accountant report                                                                    |   |   |   |   |   |   |   |                      |    |
|                                                                                                         |   |   |   |   | 3      |   |   |                      |    |   |                      |     |
|                                                                                                         |   |   |   |   |   |   |   |                      |    |   |                      |     |

|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
|-------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|-----------------------|---------------------------|--------|--------|--------|-----------------------|---------------------------|
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| **BROADBAND        WIRELESS INTERNATIONAL CORPORATION**                                   |
| **STATEMENT        OF REVENUE, EXPENSE AND RETAINED EARNINGS**                            |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| **INCOME        AND EXPENSE**                                                             |   |   |   |   |   | **Year        Ended** |                      |   |   |   | **Year        Ended** |
|                                                                                      |   |   |   |   |   |                  | **March        31, 2003** |   |   |   |                  | **March        31, 2002** |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
|   Brokerage        Fees Earned                                                  |   |   |   |   | $      | 23,800                |                      |   |   | $      | 8,704                 |
|   Interest        Income                                                        |   |   |   |   |   |                  | 0                         |   |   |   |                  | 7,017                     |
|   Other        Income                                                           |   |   |   |   |   |                  | 0                         |   |   |   |                  | 14,000                    |
| **NET        REVENUE**                                                                    |   |   |   |   |   |                  | **23,800**                |   |   |   |                  | **29,721**                |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| **           GROSS        PROFIT** |   |   |   |   |   | **23,800**            |                      |   |   |   | **29,721**            |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| **EXPENSES**                                                                              |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
|   Advertising                                                                   |   |   |   |   |   | $                     | 4,100                     |   |   |   |                  | 0                         |
|   Automobile        Expense                                                     |   |   |   |   |   | 11,380                |                      |   |   |   | 0                     |
|   Bank        Charges                                                           |   |   |   |   |   |                  | 1,889                     |   |   |   |                  | 0                         |
|   Depreciation                                                                  |   |   |   |   |   |                  | 65,731                    |   |   |   |                  | 16,975                    |
|   Discontinued        Operations Expenses                                       |   |   |   |   |   | 0                     |                      |   |   |   | 6,265                 |
|   General        & Administrative Expense                                   |   |   |   |   |   | 0                     |                      |   |   |   | 92,662                |
|   Interest        Expense                                                       |   |   |   |   |   |                  | 0                         |   |   |   |                  | 2,500                     |
|   Legal        & Professional                                               |   |   |   |   |   | 1,500                 |                      |   |   |   | 345,152               |
|   Office        Supplies                                                        |   |   |   |   |   |                  | 5,713                     |   |   |   |                  | 0                         |
|   Payroll        Taxes  & Employee Benefits                            |   |   |   |   |   | 0                     |                      |   |   |   | 20,214                |
|   Rent                                                                          |   |   |   |   |   |                  | 0                         |   |   |   |                  | 4,165                     |
|   Repairs                                                                       |   |   |   |   |   |                  | 3,859                     |   |   |   |                  | 0                         |
|   Salaries                                                                      |   |   |   |   |   |                  | 0                         |   |   |   |                  | 139,000                   |
|   Subcontractors                                                                |   |   |   |   |   |                  | 23,471                    |   |   |   |                  | 0                         |
|   Travel                                                                        |   |   |   |   |   |                  | 3,526                     |   |   |   |                  | 0                         |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| **          TOTAL        EXPENSES**     |   |   |   |   |   | **121,169**           |                      |   |   |   | **626,933**           |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  | -                         |
| **NET        INCOME (LOSS)**                                                              |   |   |   |   |   | **(97,369)**          | $                         |   |   |   | **(597,212)**         |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| **BEGINNING        RETAINED EARNINGS**                                                    |   |   |   |   |   | **(72,097)**          |                      |   |   |   | **(3,561,833)**       |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| **ENDING        RETAINED EARNINGS**                                                       |   |   |   |   | $      | **(169,466)**         |                      |   |   | $      | **(72,097)**          |
|                                                                                      |   |   |   |   |   |                  |                      |   |   |   |                  |                      |
| See        accompanying accountant report                                                 |   |   |   |   |   |                  |                      |   |
|                                                                                      |   |   |   |   | 4      |                  |                      |   |   |   |                  |                      |

|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|----------------------------------------------------------------------------------|-----------------------|-----------|--------|--------|-----------|-----------|--------|-----------|---------------------|--------|-----------|---------------------|
| **BROADBAND        WIRELESS INTERNATIONAL CORPORATION**                          |
| **STATEMENT        OF CASH FLOWS**                                               |
| **PERIOD        FROM 03-01-2001 To 03-31-2003**                                  |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|                                                                             |                  |      |   |   |      |      |   |      | Period        ended |   |      | Period        ended |
|                                                                             |                  |      |   |   |      |      |   |      | 03/31/03            |   |      | 03/31/02            |
| Cash        flows from operating activities                                      |                  |      |   |   |      |      |   |      |                |   |      |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| Net        Income                                                                |                  |      |   |   |      |      |   |      | (97,369)            |   |      | (597,212)           |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|  Plus:         depreciation                                            |                  |      |   |   |      |      |   | 65,731    |                |   | 16,975    |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|   Change        in Accounts Payable & Accrued Expenses             |                  |      |   |   |      | 16,200    |   |      | (25,453)            |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| Cash        flows from  Operating  activities                          |                  |      |   |   |      |      |   | (15,438)  |                |   | (605,690) |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| Cash        flows from from invedting activities activities                      |                  |      |   |   |      |      |   |      |                |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|   Fixed        Assets                                                  | Collections/Transfers |      |   |   |      |      |   |      | (403,953)           |   |      | (40,418)            |
|   Collections/Transfers                                                |                  |      |   |   |      |      |   | 0         |                |   | 266,170   |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| Net        Cash provided (Used) by investment activities                         |                  |      |   |   |      | (403,953) |   |      | 225,752             |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| Cash        flows from financing activities                                      |                  |      |   |   |      |      |   |      |                |   |      |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|   Change        in Capital Leasses                                     |                  |      |   |   |      |      |   | (26,000)  |                |   | 30,699    |
| Change        in notes payable                                                   |                  |      |   |   |      |      |   | 290,011   |                |   | 25,000    |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| Net        Cash provided (used) by financing activities                          |                  |      |   |   |      |      |   | 264,011   |                |   | 55,699    |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| Net        Cash provided (used) during fiscal year Ended March 31, 2002 and 2001 |                  | (139,942) |   |   | (551,160) |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|   Cash        at start of period                                       |                  |      |   |   |      |      |   | 5,502     |                |   | 556,662   |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
|   Cash        at end of period                                         |                  |      |   |   |      |      | $      | (134,440) |                | $      | 5,502     |
|                                                                             |                  |      |   |   |      |      |   |      |                |   |      |                |
| See        accompanying accountant report                                        |                  |      |   |   |      |      |   |      |
|                                                                             |                  |      |   |   | 5         |      |   |      |                |   |      |                |

BROADBANDWIRELESS INTERNATIONAL CORPORATION

(FORMERLYBLACK GIANT OIL COMPANY)

NOTESTO FINANCIAL STATEMENTS

March31, 2003

NOTEA - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

**Natureof Organization**

BroadbandWireless International Corporation (the "Company") was incorporated inNevada on July 23, 1973 under the name of Black Giant Oil Company.  The"Company" was formed for the general purpose of engaging inexploration for oil and gas.  More recently, the Company has shifted itsactivities to acquiring customers for use of its wireless networking system.

Althoughthe Company in November of 1999 executed an Agreement in Principle the Letter ofUnderstanding with Broadcom Wireless Communications Corporation("Broadcom"), no viable operations resulted in this transaction.

TheCompany held a shareholders' meeting in February 2000 to change the name fromBlack Giant Oil Company to Broadband Wireless International Corporation.  Also,the Company's shareholders agreed to increase the authorized common shares to250,000,000 from 100,000,000 and the authorized preferred stock to 25,000,000from 10,000,000.

OnAugust 11, 2000, Peter B. Bradford ("Receiver") was appointedTemporary Receiver for the Company in Case No. CIV-00-1375-R in the UnitedStates District Court for the Western District of Oklahoma in an Securities andExchange Commission enforcement action.  The Order appointing TemporaryReceiver enjoins all persons and entities... " from in any way disturbingthe Receivership assets from filing or prosecuting any actions or proceedingwhich involves the Receiver or which affect the receivership assets.

Thecompany has entered Chapter 11.  Reorganization following the exit from theFederal Receivership and the dismissal of actions by the SEC.  The SECfiled a motion on December 12 with the Federal Court requesting the pendingactions against Broadband Wireless be dismissed.  The Court issued itsfinal order approving the motion and removed the Temporary Receiver on December21, 2001.  The application to reorganize was filed on December 27, 2001 bythe firm of Kiline, Kline, Elliott, Castleberry & Bryant, P.C., on behalf ofthe company.

**Basisof Presentation**

TheCompany's financial statements have been presented on the basis that it is agoing concern, which contemplates the realization of assets and the satisfactionof liabilities in the normal course of business.  The financial statementsdo not include any adjustments that might result from the outcome of thisuncertainty.

TheCompany has suffered continuing net losses from operations and has a deficit inworking capital as of**March 31, 2003**.  As explained above,without a merger  partner, the Company has nominal operations.  TheCompany is dependent on a merger partner or raising additional funds in order toprovide capital for the Company to continue as a going concern.

 6

 

BROADBANDWIRELESS INTERNATIONAL CORPORATION

(FORMERLYBLACK GIANT OIL COMPANY)

NOTESTO FINANCIAL STATEMENTS

**March31, 2003**

**Useof Estimates and Assumptions**

Preparationof the Company's financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptions thataffect certain reported amounts and disclosures.  Accordingly, actualresults could differ from those estimates.

NetLoss Per Common Share

InMarch 1997, the Financial Accounting Standards Board issued Statement ofFinancial Accounting Standards No. 128, Earnings Per Share ("SFAS128"). SFAS 128 provides different method of calculating earnings per sharethat was formerly used in APB Opinion 15.  SFAS 128 provides for thecalculation of basic anddiluted earnings per share.  Basic earnings pershare includes no dilution and is computed by dividing income available tocommon stockholders by the weighted average number of common shares outstandingfor the period.  Dilutive earnings per share reflects the potentialdilution of securities that could share in the earnings of the Company.  TheCompany was required to adopt this standard in the fourth quarter of calendar1997.  Because the Company has no potential dilutive securities, theaccompanying presentation is only of basic loss per share.  

**Statementof Cash Flows**

Forstatement of cash flow purposes, the Company considers short-term investmentswith original maturities of three months or less to be cash equivalents.

**IncomeTaxes**

The"Company" accounts for income taxes in accordance with Statement ofFinancial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS109"). SFAS 109 utilizes the asset and liability method of computingdeferred income taxes.  The objective of the asset and liability method isto establish deferred tax assets and liabilities for the temporary differencesbetween the financial reporting basis and the tax basis of the Company's assetsand liabilities at enacted tax rates, expected to be in effect when such amountsare realized or settled.  Under SFAS 109, the effect on deferred tax assetsand liabilities of a change in tax rates is recognized in income in the periodthat includes the enactment date.

NOTEB - CONVERTIBLE DEBT AND RELATED PARTY TRANSACTIONS

TheCompany has issued convertible debt to a shareholder with an original date ofSeptember 22, 1997, and matures September 22, 2001.  Interest is at 10%payable quarterly.  The debt is convertible to equity at $.02 per share. For the years ended March 31, 2001 and 2000, the Company has issued commonstock at $.02 per share as payment for interest.  The shareholder alsoholds a warrant to acquire 1,000,000 shares at $.025 per share.  On June30, 2000, the company issued 4,100,000 shares to pay the balance of theConvertible Debt and accrued interest.  At the time there was a balance of$50,000 due on the notes payable and $1,250 in accrued interest.  Thewarrants expired in September 2002, but the Company agreed on March 15, 2001 tohonor the warrants request of the shareholder to issue 907,407 shares to thisshareholder.

7

BROADBANDWIRELESS INTERNATIONAL CORPORATION

(FORMERLYBLACK GIANT OIL COMPANY)

NOTESTO FINANCIAL STATEMENTS

March31, 2003

NOTEC - CAPITAL LEASES

TheCompany signed a lease on September 12, 2001 that lease its office equipment andassets purchased for its customers.   The lease calls for 36 paymentsof $1,195.02 beginning in November 2001.   The lease was fundedOctober 10, 2001 in the amount of $33,037 and will be accounted for as a capitallease.  The Company has not made any payment on the capital lease sinceJanuary 2002 and is currently in default of the lease.  

NOTED - INCOME TAXES

AtMarch 31, 2001, the Company had net operation loss carryforwards totalingapproximately $2,417,784 available to reduce future taxable income through theyear 2017.  Due to changes in control of the Company, these carryforwardsare limited on an annual basis.

TheCompany has deferred tax assets related to the net operating loss carryforwards. The realization of the benefits from these deferred tax assets appearsuncertain due to going concern questions.  Accordingly, a valuationallowance has been recorded which offsets the deferred tax assets at the end ofeach period.

NOTEE - COMMITMENTS AND CONTINGENCIES

TheCompany invests its cash and certificates of deposit primarily in deposits withmajor banks.  The Company has not incurred loses related to its cash.

FairValue of Financial Instruments

Thefollowing disclose of the estimed fair value of financial instruments is made inaccordance with the requirements of SFAS no. 107, Disclosures about Fair Valueof Financial Instruments.  The estimated fair value amounts have beendetermined by the Company, using available market information and appropriatevaluation methodologies.

Thefair value of financial instruments classified as current assets or liabilitiesincluding cash and cash equivalents, accounts payable and convertible debtapproximated carrying value due to short-term maturity of the instruments.

NOTEF - GOING CONCERN

TheCompany has sustained a net loss.  Theses losses, deterioration of itsfinancial condition and the problems associated with the Company being inReceivership raise substantial doubt about the Company's ability to continue asa going concern.  Further, although the Company has a large cash balance asof March 31, 2001 this balance was extinguished during the month of April 2001.

InDecember 2000, the Board of Directors considered a business plan (the"Business Plan") , which plan described an Internet site provider business operation in the greater Oklahoma City geographical market.  TheCompany conducted test application of the wireless operations described in theBusiness Plan in Edmond and Norman, Oklahoma.  These tests weresuccessfully completed in December 2000. After reviewing the reports of thetests, the Board of Directors approved the Business Plan.  In February2001, the Receiver submitted the business plan to the Court for approval.  TheCompany received Court approval on February 7, 2001 to immediately commence withbusiness operations pursuant to the business plan.

8