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

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-08507

BROADBAND WIRELESS INTERNATIONAL CORPORATION
 (Name of small business issuer in its charter)


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



|8290 West Sahara, Suite 270              |  |           
|---------------------------------------- |  | ----------
|Las Vegas, Nevada                        |  | 89117     
|(Address of principal executive offices) |  | (Zip Code)

Issuer's telephone number including area code: (702)
314-6900

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

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

Common Stock, $0.001 par value
	(Title of Class)


Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such 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 _____

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not 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. [ ]

The issuer's revenues for its most recent fiscal year ended
March 31, 2005. $25,616



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The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the average bid
and ask price, as of June 30, 2005 was $4,238,501.61 based on a share value of
$0.0135.

The number of shares of Common Stock, $0.0001 par value,
outstanding on June 30, 2005 was 348,781,638 shares. 5,000,000 of these shares
were issued for disputed consulting services as the Company is contemplating
whether to rescind the shares.

Transitional Small Business Disclosure Format (check one):    Yes ___    No X



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BROADBAND WIRELESS INTERNATIONAL CORPORATION
FOR THE FISCAL YEAR ENDED
MARCH 31, 2005

Index to Report
on Form 10-KSB

|PART I  | Page                                                 
|------- | -----------------------------------------------------
|        |                                                      
|Item 1. | Description of Business                              
|Item 2. | Description of Property                              
|Item 3. | Legal Proceedings                                    
|Item 4. | Submission of Matters to a Vote of Security
		Holders

PART II

|Item 5.  | Market for Common Equity and Related
		Stockholder Matters                             | 5 
|-------- | -------------------------------------------------------------------------------------- | --
|Item 6.  | Plan of Operation                                                                      | 7 
|Item 7.  | Financial Statements                                                                   | 17
|Item 8.  | Changes in and Disagreements With
		Accountants on Accounting and Financial Disclosure | 17
|Item 8A. | Controls and Procedures                                                                | 17
|Item 8B. | Other Information                                                                      | 18

PART III

|Item 9.  | Directors, Executive Officers, Promoters
		and Control Persons; Compliance With Section 16(a) of the Exchange Act | 18
|-------- | ----------------------------------------------------------------------------------------------------------------- | --
|Item 10. | Executive Compensation                                                                                            | 21
|Item 11. | Security Ownership of Certain Beneficial
		Owners and Management and Related Stockholder Matters                  | 22
|Item 12. | Certain Relationships and Related
		Transactions                                                                  | 23
|Item 13. | Exhibits                                                                                                          | 23
|Item 14. | Principle Accountant Fees and Services                                                                            | 23



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FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are "forward-looking
statements" for purposes of federal and state securities laws, including, but
not limited to, any projections of earnings, revenue or other financial items;
any statements of the plans, strategies and objections of management for future
operations; any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any statements
or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words "may,"
"could," "estimate," "intend," "continue," "believe," "expect" or "anticipate"
or other similar words. These forward-looking statements present our estimates
and assumptions only as of the date of this report. Except for our ongoing
securities laws, we do not intend, and undertake no obligation, to update any
forward-looking statement.



Although we believe that the expectations reflected in any of
our forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include, but
are not limited to:

- increased competitive pressures from existing competitors
	and new entrants;
- increases in interest rates or our cost of borrowing or a
	default under any material debt agreements;
- deterioration in general or regional economic conditions;
- adverse state or federal legislation or regulation that
	increases the costs of compliance, or adverse findings by a regulator with
	respect to existing operations;
- loss of customers or sales weakness;
- inability to achieve future sales levels or other
	operating results;
- the unavailability of funds for capital expenditures; and
- operational inefficiencies in distribution or other
	systems.

For a detailed description of these and other factors that
could cause actual results to differ materially from those expressed in any
forward-looking statement, please see "Factors That May Affect Our Results of
Operation" in this document.

In this form 10-KSB references to "Broadband", "the Company",
"we," "us," and "our" refer to BROADBAND WIRELESS INTERNATIONAL CORPORATION.

1

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

(a) Business Development

Broadband Wireless International Corporation, originally
incorporated in the State of Nevada on July 23, 1973 under the name Black Giant
Oil Company, was initially organized for the purpose of engaging in exploration
for oil and gas. From 1986 to 1997, the Company functioned essentially as a
"public shell" because it had no operations and continued to be publicly traded.

As a result of the decline of oil prices in 1998 and 1999,
our Board of Directors began searching for other business opportunities and
entered into an agreement with a wireless Internet and telecommunication
company. As part of the effort to implement the shift in business focus, we
amended our Articles of Incorporation changing our name from Black Giant Oil
Company to Broadband Wireless International Corporation on February 10, 2000.

We own several Oil & Gas Overriding Royalty interest in oil
and gas properties operated by Talisman Oil & Gas of Calgary, Alberta, Canada.
These properties had an original capitalized cost of $6,372 which was fully
depleted years ago. The properties continue to produce hydrocarbons in
commercial quantities.

On May 12, 2004, we filed suit in Nevada District Court
against Enhancement Holdings, LLC, Paul Harris, Benjamin Stanley and John Walsh
for fraud, negligent misrepresentation, breach of contract and rescission. The
suit was removed to the United States District Court for the District of Nevada
on May 19, 2004. The lawsuit arose out of an agreement between the Company and
Enhancement Holdings, LLC pursuant to which Enhancement Holdings, LLC had agreed
to provide a guaranty to facilitate the acquisition of a line of credit for the
Company. On June 8, 2004, the court entered a temporary restraining order
enjoining Paul Harris, Benjamin Stanley and John Walsh from holding themselves
out as officers and/or directors of the Company and prohibiting them from
selling or transferring any shares in the Company. On June 16, 2004, the court
entered a preliminary injunction to the same effect. After a further hearing
before the court on July 22, 2004, the court ordered that the preliminary
injunction be dissolved to the extent that it prohibited Paul Harris, Benjamin
Stanley and John Walsh from holding themselves out as directors of the Company.
The court also ordered the Company to hold a special stockholders election to
determine who should serve as the Company's directors.

According to the special meeting held on December 9, 2004, we
announced the removal of Paul Harris, Ben Stanley and John Walsh as Directors of
the Company effective December 16, 2004.

After the removal of Paul Harris, Benjamin Stanley and John
Walsh from our board of directors and due to the fact that they have no assets
to attach, we decided it would be in the best interest of the Company to dismiss
the case without prejudice.

2

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(b) Business of Issuer

Broadband intends to be a Virtual Broadband Network Operator
(VBNO) service provider. Our current business plan is to deliver fixed price,
unlimited use, broadband Internet and Visual Communications Access with an
integrated local and long-distance Voice over GRID Protocol (VOGP) phone
services for residential and business markets. Our VOGP distribution and
decentralized service is intended to give our customers the ability to harness
the power of their own personal computer and their communications network with
converged applications for voice and data.

We have designed our service offering in an attempt to
provide a new revenue stream for broadband network and infrastructure companies,
content providers, and advertisers by partnering and selling their services
bundled with applications that consumers and enterprises are currently
demanding.

Our target client segments are:

- Residential - targeting new and existing broadband
	subscribers in the U.S. Home communications are optimized with powerful,
	family-friendly features that help manage the frantic pace of today's
	lifestyle.
- Small and Medium Enterprises (SME) - targeting Small
	Office Home Office (SOHO) and companies with less than 500 employees. SME
	offices of any size enjoy the same feature functionality of large
	enterprises at significant savings.
- Teleworkers - a growing segment of the workforce.
	Teleworkers become more productive and gain enhanced mobility by accessing
	voice and data through a secure residential business connection.
- Ethnic Markets - targeting new and existing broadband
	subscribers in the U.S. concentrating on ethnic markets in selected regions
	of the country. The estimated foreign-born population in the U.S. is 32.5
	million [52% form Latin America, 25% from Asia, 15% from Europe and 8% from
	the rest of the world (US Census)].



On January 30, 2005, we entered into a License Agreement with
WorldVuer, Inc., wherein WorldVuer agreed to non-exclusively license to us its
Visual Communication Subscriber Line (VCSL) concept and related technologies,
which are a bundled Visual Communication Subscriber Line platform and a service
model to deliver interactive communications trade and commerce service via video
and/or voice and data over a dedicated Virtual Broadband Network (VBN).
WorldVuer also agreed to provide us with a sufficient number of qualified and
skilled personnel to perform the Services necessary to maintain the product
quality of the VCSL and provide us with all necessary equipment, tools and other
material necessary to complete the technology and maintain our quality of
market. We agreed to issue WorldVuer 60,000,000 shares of our common stock and
pay WorldVuer a 15% annual royalty on net revenues generated under the license,
payable quarterly. We agreed to register the 60,000,000 shares in our next
registration filing with the SEC. The term of this agreement is for 5 years. As
of the date of this filing the 60,000,000 shares have not been issued. Further,
we do not have enough authorized shares of common stock to issue the 60,000,000
shares. As a consequence we will be required to have a stockholders meeting to
vote on an increase in our authorized common stock.

3

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Competition

We face significant competition in the markets for business
and consumer Internet access, network access and voice services and we expect
this competition to intensify. The principal bases of competition in our markets
include price performance, discounted rates for bundles of services, breadth of
service availability, reliability of service, network security, and ease of
access and use.

Personnel

We currently do not have any employees. We are dependent upon
our Officers and Directors. We expect a significant change in the number of full
time employees over the next 12 months. However, at this time we are unable to
quantify exactly how many. We intend to use the services of consultants to
perform various professional services. We believe that this use of third-party
service providers may enhance our ability to contain general and administrative
expenses.

AVAILABLE INFORMATION

We file annual, quarterly and special reports and other
information with the SEC that can be inspected and copied at the public
reference facility maintained by the SEC at 100 F Street N.E., Room 1580,
Washington, D.C. 20549-0405. Information regarding the public reference
facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The
Company's filings are also available through the SEC's Electronic Data Gathering
Analysis and Retrieval System which is publicly available through the SEC's
website (www.sec.gov). Copies of such materials may also be obtained by mail
from the public reference section of the SEC at 100 F Street N.E., Room 1580,
Washington, D.C. 20549-0405 at prescribed rates.

ITEM 2. DESCRIPTION OF PROPERTY

Our executive office is located at 8290 West Sahara, Suite
270, Las Vegas, Nevada 89117. The property is approximately 800 square feet. Our
lease is month to month with a payment of approximately $2,000 per month.

ITEM 3. LEGAL PROCEEDINGS

Susan Joseph v. EDTV

This suit was filed by Susan Joseph, a former contract
consultant for alleged back commissions and stock. The time period involved was
May 2002 to approximately November 2002. As of March 31, 2005, the case was
settled for $45,000 of which the Company has paid in full.

Broadband Wireless International Corporation v. Enhancement Holdings, LLC.

On May 12, 2004, we filed suit in Nevada District Court
against Enhancement Holdings, LLC, Paul Harris, Benjamin Stanley and John Walsh
for fraud, negligent misrepresentation, breach of contract and rescission. The
suit was removed to the United States District Court for the District of Nevada
on May 19, 2004. The lawsuit arises out of an agreement between the Company and
Enhancement Holdings, LLC pursuant to which Enhancement Holdings, LLC had agreed
to provide a guaranty to facilitate the acquisition of a line of credit for the
Company. On June 8, 2004, the court entered a temporary restraining order
enjoining Paul Harris, Benjamin Stanley and John Walsh from holding themselves
out as officers and/or directors of the Company and prohibiting them from
selling or transferring any shares in the Company. On June 16, 2004, the court
entered a preliminary injunction to the same effect. After a further hearing
before the court on July 22, 2004, the court ordered that the preliminary
injunction be dissolved to the extent that it prohibited Paul Harris, Benjamin
Stanley and John Walsh from holding themselves out as directors of the Company.
The court also ordered the Company to hold a special stockholders election to
determine who should serve as the Company's directors. The case was set for
hearing on December 13, 2004 but was continued to February 15, 2005.

4

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After the removal of Paul Harris, Benjamin Stanley and John
Walsh from our board of directors and due to the fact that they have no assets
to attach, we decided it would be in the best interest of the Company to dismiss
the case without prejudice.

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

No matters were submitted to the vote of security holders
during the fourth quarter of the fiscal year ended March 31, 2005.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS



(a) Market Information

The Company is eligible to participate in the
over-the-counter securities market through the National Association of
Securities Dealers Automated Quotation Bulletin Board System, under the trading
symbol "BBAN". The following table sets forth the quarterly high and low bid
prices for our Common Stock during our last two fiscal years, as reported by a
Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission, and may not necessarily represent actual transactions.

|            | Fiscal 2004 | Fiscal 2005
|----------- | ----------- | -----------
|            | High        | Low        
|1st Quarter | 0.021       | 0.032      
|2nd Quarter | 0.08        | 0.012      
|3rd Quarter | 0.077       | 0.032      
|4th Quarter | 0.075       | 0.032      

(b) Holders of Common Stock

As of June 30, 2005, we had approximately 3,388 stockholders
of record of the 348,781,638 shares outstanding. As of March 31, 2005, the
closing price of our shares of common stock was $0.0125 per share.

5

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(c) Dividends

On March 29, 2004, we declared a 10% stock dividend of
20,800,000 shares to all of our stockholders.

We intend to follow a policy of retaining earnings, if any,
to finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of the Board of
Directors and will depend on our profitability and financial condition, capital
requirements, statutory and contractual restrictions, future prospects and other
factors deemed relevant.

(d) Securities Authorized for Issuance under Equity
Compensation Plans

2000 Stock Option Plan

The following description applies to the stock option plan
which was adopted in April 17, 2000; 4,925,000 options have been granted under
this plan as of the date of this filing.

We have reserved for issuance an aggregate of 8,000,000
shares of common stock under the 2000 Stock Option Plan. This plan is intended
to encourage directors, officers, employees and consultants to acquire ownership
of common stock. The opportunity so provided is intended to foster in
participants a strong incentive to put forth maximum effort for our continued
success and growth, to aid in retaining individuals who put forth such efforts,
and to assist in attracting the best available individuals to the Company in the
future.

Officers (including officers who are members of the board of
directors), directors (other than members of the stock option committee to be
established to administer the stock option plan) and other employees and
consultants and its subsidiaries (if established) will be eligible to receive
options under the stock option plan. The committee will administer the stock
option plan and will determine those persons to whom options will be granted,
the number of options to be granted, the provisions applicable to each grant and
the time periods during which the options may be exercised. No options may be
granted more than ten years after the date of the adoption of the stock option
plan.



Non-qualified stock options will be granted by the committee
with an option price equal to the fair market value of the shares of common
stock to which the non-qualified stock option relates on the date of grant. The
committee may, in its discretion, determine to price the non-qualified option at
a different price. In no event may the option price with respect to an incentive
stock option granted under the stock option plan be less than the fair market
value of such common stock to which the incentive stock option relates on the
date the incentive stock option is granted.

Each option granted under the stock option plan will be
exercisable for a term of not more than ten years after the date of grant.
Certain other restrictions will apply in connection with this plan when some
awards may be exercised. In the event of a change of control (as defined in the
stock option plan), the date on which all options outstanding under the stock
option plan may first be exercised will be accelerated. Generally, all options
terminate 90 days after a change of control.

6

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Equity Compensation Plan

We currently maintain an equity compensation plan to which
incentive shares of common stock may be granted to employees, directors and
consultants. This 2004 equity compensation plan was adopted by our board of
directors on June 2, 2004 and has not been approved by our stockholders. The
following table sets forth information as of March 31, 2005 regarding
outstanding shares granted under the plan and reserved for future grant under
the plan.

|Plan Category                                            |  | Number
		of shares to be issued upon exercise of outstanding options, warrants
		and rights
		(a) |  | Weighted-average exercise price of outstanding options, warrants and
		rights(b) |  | Number of
		shares remaining available for future issuance under equity compensation
		plans (excluding shares reflected in column (a))(c)
|-------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|                                                         |  |                                                                                                   |  |                                                                                  |  |                                                                                                                                           
|Equity compensation plans
		approved by stockholders     |  | --                                                                                                |  | $ --                                                                             |  | --                                                                                                                                        
|                                                         |  |                                                                                                   |  |                                                                                  |  |                                                                                                                                           
|Equity compensation plans not
		approved by stockholders |  | 3,075,000 (1)                                                                                     |  | $ 0.08                                                                           |  | 9,000,000 (2)                                                                                                                             
|                                                         |  |                                                                                                   |  |                                                                                  |  |                                                                                                                                           
|Total                                                    |  | 3,075,000                                                                                         |  | $ 0.08                                                                           |  | 9,000,000                                                                                                                                 

1. Commons stock available for issuance under our 2000 stock
	option plan, which we have issued 4,925,000 shares of common stock as of
	March 31, 2005.
2. Common stock available for issuance under our 2004 equity
	compensation plan, which we have issued 41,000,000 shares of common stock as
	of March 31, 2005.



In our 2004 Equity Compensation Plan, we have reserved for
issuance an aggregate of 50,000,000 shares of common stock of which 41,000,000
shares have been issued. This plan is intended to encourage directors, officers,
employees and consultants to acquire ownership of common stock. The opportunity
so provided is intended to foster in participants a strong incentive to put
forth maximum effort for its continued success and growth, to aid in retaining
individuals who put forth such effort, and to assist in attracting the best
available individuals to the Company in the future.

Recent Sales of Unregistered Securities



On January 30, 2005, we agreed to issue 60,000,000 shares of
our common stock with registration rights to WorldVuer, Inc., pursuant to the
License Agreement executed on January 30, 2005. As of the date of this filing
the shares have not been issued. Further, we don't have enough authorized shares
of common stock to issue the 60,000,000 shares. As a consequence we will be
required to have a stockholder meeting to vote on an increase in our authorized
common stock. We believe that the sale of the shares was exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2).

7

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ITEM 6. PLAN OF OPERATION

With the exception of historical matters, the matters
discussed herein are forward-looking statements that involve risks and
uncertainties. Forward-looking statements include, but are not limited to,
statements concerning anticipated trends in revenues and net income, the date of
introduction or completion of our products, projections concerning operations
and available cash flow. Actual results and events could differ materially from
those projected, anticipated, or implicit, in the forward-looking statements as
a result of the risk factors set forth below and elsewhere in this report. The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
thereto appearing elsewhere herein.

The following review of operations for the year ended March
31, 2005 should be read in conjunction with our Financial Statements and Notes
included in this Form 10-KSB.

OVERVIEW AND OUTLOOK

We intend to be a Virtual Broadband Network Operator (VBNO)
service provider. Our current business plan is to deliver fixed price, unlimited
use, broadband Internet and Visual Communications Access with an integrated
local and long-distance Voice over GRID Protocol (VOGP) phone services for
residential and business markets. Our VOGP distribution and decentralized
service is intended to give our customers the ability to harness the power of
their own personal computer and their communications network with converged
applications for voice and data.

On January 30, 2005, we executed a License Agreement with
WorldVuer. The License gives us a bundled Visual Communication Subscriber Line
platform with a Virtual Broadband Network Operating system service offering.

Operation Plan

During the next twelve months we plan to continue our
marketing plans for the introduction to the market of the Broadband Wireless
Visual Communication Subscriber Lines and Virtual Broadband Network. We intend
to meet with major telecommunications providers in an effort to joint venture
with them for the purposes of using their infrastructure as a "backbone"
provider for the Company. Also, we intend to utilize joint ventures to develop
these and other telecommunication services.

As of the date of this filing our letter of intent to joint
venture with Cassandra Energy of Colorado, a Nevada corporation has expired. The
letter of intent outlined the basic parameters under which Cassandra Energy
would agree to joint venture with us to manage our current oil and gas leases
and assist in maintaining revenue from our leases. We continue to work together
with Cassandra Energy to perform the necessary due diligence that will allow
both parties to sign a definitive agreement, which would provide the specific
details regarding the terms and conditions of the joint venture. Upon completion
of a definitive agreement we will file a Form 8-K.

8

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We have also entered into a revenue sharing agreement with
OME, Lightyear and WEA for the recording artists Ballantin, which is currently
available in stores. Pursuant to the agreement we will derive approximately 20%
of all sales derived from sales. As of the date of this filing we have not
received any revenues from this agreement.

Non-Reliance of Previously Issued Financial Statements

Management has concluded that our financial statements for
the unaudited quarterly periods ended June 30, 2003, September 30, 2003 and
December 31, 2003 filed on Forms 10-QSB should no longer be relied upon.
Further, prior period financial statements may be subject to non-reliance based
upon an ongoing management investigation. The accounting errors arose in
connection with prior management's misrepresentation or misapplication of GAAP
and its failure to maintain adequate internal controls and appropriate books and
records.

Business Trends

Our future results of operations will be impacted by a number
of factors influencing the telecommunications industry as follows:

- Industry competition is based
	primarily on pricing, packaging of services and features, quality of service
	and increasingly on meeting customer care needs. We expect this trend to
	continue. Our response to industry competition will include initiatives to
	retain customers by rolling out new or expanded services such as wireless,
	in-region long distance, DSL, video and VoIP and the bundling of expanded
	feature-rich products.
- We expect technology
	substitution such as wireless substitution for wireless telephones, cable
	telephony substitution for wireless telephony and cable modem substitution
	for dial up modem lines and DSL to continue to cause additional access line
	losses.
- Our results may be impacted
	by regulatory responses to the competitive landscape for both local and
	long-distance services.
- We expect business users of
	telecommunication services to increasingly want to receive all their
	services from one provider.

Operating Expense Trends

Our expenses will be impacted by shifting demand due to
increased competition and the expansion of our product offerings. These and
other factors will lead to some of the following trends that will affect our
operating expenses:

- Increased variable expenses.

Improved facility costs.



9

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In order to improve operational efficiencies and in case
revenues decline, we plan on implementing restructuring plans. We will be
constantly reviewing all aspects of the business to identify operational
efficiencies and to reduce costs. We will evaluate our staffing needs and cost
structure as deemed necessary.

Critical Accounting Policies

The preparation of financial statements requires the Company
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses. The Company continually evaluates its
estimates, including but not limited to, those related to revenue recognition,
cost of providing service, bad debts, inventories and any related reserves,
income taxes, fixed assets, goodwill, intangible assets, depreciation,
restructuring, and contingencies. The Company bases its estimates on historical
experience and on various other assumptions believed to be reasonable under
facts and circumstances. Actual results may differ from these estimates under
different assumptions or conditions.

The Company believes its critical accounting policies impact
the more significant judgments and estimates used in the preparation of its
financial statements. Additionally, the Company's management has discussed and
reviewed the critical accounting policies and estimates with its Board of
Directors'.

Liquidity and Capital Resources

A critical component of our operating plan impacting our
continued existence is the ability to obtain additional capital through
additional equity and/or debt financing. We do not anticipate enough positive
internal operating cash flow until such time as we can generate substantial
revenues, which may take the next few years to fully realize. In the event we
cannot obtain the necessary capital to pursue our strategic plan, we may have to
cease or significantly curtail our operations. This would materially impact our
ability to continue operations.

Our near term cash requirements are anticipated to be offset
through the receipt of funds from private placement offerings and loans obtained
through private sources. Since inception, we have financed cash flow
requirements through debt financing and issuance of common stock for cash and
services. As we initiate operational activities, we may continue to experience
net negative cash flows from operations, pending receipt of servicing or
licensing fees, and will be required to obtain additional financing to fund
operations through common stock offerings and bank borrowings to the extent
necessary to provide working capital.

Over the next twelve months we believe that existing capital
and anticipated funds from operations will not be sufficient to sustain
operations and planned expansion. Consequently, we will be required to seek
additional capital in the future to fund growth and expansion through additional
equity or debt financing or credit facilities. No assurance can be made that
such financing would be available, and if available it may take either the form
of debt or equity. In either case, the financing could have a negative impact on
our financial condition and our Stockholders.

10

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We anticipate incurring operating losses over the next twelve
months. Our lack of operating history makes predictions of future operating
results difficult to ascertain. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development. Such risks include, but are not limited to, an
evolving and unpredictable business model and the management of growth. To
address these risks we must, among other things, obtain a customer base,
implement and successfully execute our business and marketing strategy, continue
to develop and upgrade technology and products, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no assurance that we will be successful in addressing such risks, and the
failure to do so can have a material adverse effect on our business prospects,
financial condition and results of operations.

Satisfaction of our cash obligation for the next 12 months.

We plan on satisfying our cash obligations over the next
twelve months through additional equity and/or third party financing. We do not
anticipate generating revenues sufficient enough to satisfy our working capital
requirements within the next twelve months.

Our initial capitalization requirement is $2,000,000 for
initial deployment and business infrastructure. We are in the process of
finalizing an agreement that will provide us with $2,000,000 in exchange for a
revenue sharing agreement for income derived from subscribers using our Visual
Communication Subscriber lines. Upon completion of a definitive agreement we
will file a Form 8-K.

As of March 31, 2005, we had assets of $16,016, and $592,363
in liabilities resulting in a stockholders' deficit of $576,347.

Going Concern

The Company has sustained net losses for the last several
years. Because of the problems created with the SEC receivership and then the
bankruptcy it has been difficult to interest investors in the Company.
Management will continue to promote the Company. The accompanying financial
statements have been prepared assuming that the company will continue as a going
concern. The aforementioned problems raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.

Summary of product and research and development that we will
perform for the term of our plan.

We do not anticipate performing any significant product
research and development under our current business plan.



Expected purchase or sale of plant and significant equipment.

We do not anticipate the purchase or sale of any plant or
significant equipment, as such items are not required by us at this time or
anticipated to be needed in the next twelve months.

11

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results or
operations, liquidity, capital expenditures or capital resources that is
material to investors.

Significant changes in the number of employees.

As of March 31, 2005, we did not have any employees. We are
dependent upon our Officers and Directors. We will need to hire full time
operational staff as our operations commence.

Consultant

On April 23, 2004, we entered into a Consulting Agreement
with Dale Godboldo, wherein he agreed to initiate introductions from his own
relationships with Artists and/or Companies that could use our services. Also,
setting up introductory meetings and assisting us in closing those
opportunities. Mr. Godboldo agreed to arrange for a distribution deal for us
with or ultimately through a major record label. The term of the agreement was
for 12 months commencing on April 23, 2004. We agreed to compensate Mr. Godboldo
6,000,000 shares of unrestricted common stock pursuant to an S-8 Registration
filed on June 2, 2004. As of March 31, 2005 we have issued Mr. Godboldo
5,000,000 shares of unrestricted stock.

FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATIONS

The Company has lost money and losses may continue in the
future, which may cause us to curtail operations.

Since our inception we have not been very profitable and have
lost money on both a cash and non-cash basis. For the fiscal year ended March
31, 2005 we incurred net losses of $1,788,370. Our accumulated deficit at the
end of March 31, 2005 was $7,411,000. Future losses are likely to occur, as we
are dependent on spending money to pay for our operations. No assurances can be
given that we will be successful in reaching or maintaining profitable
operations. Accordingly, we may experience liquidity and cash flow problems. If
our losses continue, our ability to operate may be severely impacted or
alternatively we may be forced to terminate our operations.

The Company may need to raise additional capital or debt
funding to sustain operations.

Unless we can become profitable with the existing sources of
funds we have available and our operations, we will require additional capital
to sustain operations and we will need access to additional capital or
additional debt financing to grow our sales. In addition, to the extent that we
have a working capital deficit and cannot offset the deficit from profitable
sales we will have to raise capital to repay the deficit and provide more
working capital to permit growth in revenues. We cannot be assured that
financing whether from external sources or related parties will be available if
needed or on favorable terms. Our inability to obtain adequate financing will
result in the need to reduce the pace of business operations. Any of these
events could be materially harmful to our business and may result in a lower
stock price or potentially cause a loss of our stockholder investment.

12

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We have been the subject of a going concern opinion for the
years ended March 31, 2005 and March 31, 2004 from our independent auditors,
which means that we may not be able to continue operations unless we can become
profitable or obtain additional funding.

Our independent auditors have added an explanatory paragraph
to their audit opinions issued in connection with our financial statements for
the years ended March 31, 2005 and March 31, 2004, which states that the
financial statements raise substantial doubt as to our ability to continue as a
going concern. Our ability to make operations profitable or obtain additional
funding will determine our ability to continue as a going concern. Our financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

We are subject to a working capital deficit, which means that
our current assets on March 31, 2005 were not sufficient to satisfy our current
liabilities and, therefore, our ability to continue operations is at risk.

We had a working capital deficit for the year ended March 31,
2005 which means that our current liabilities exceeded our current assets on
March 31, 2005 by $581,882. Current assets are assets that are expected to be
converted to cash within one year and, therefore, may be used to pay current
liabilities as they become due. Our working capital deficit means that our
current assets on March 31, 2005 were not sufficient to satisfy all of our
current liabilities on March 31, 2005. If our ongoing operations do not begin to
provide sufficient profitability to offset the working capital deficit, we may
have to raise capital or debt to fund the deficit or curtail future operations.

Our common stock is deemed to be "Penny Stock," which may
make it more difficult for investors to sell their shares due to suitability
requirements.

Our common stock is deemed to be "penny stock" as that term
is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
These requirements may reduce the potential market for our common stock by
reducing the number of potential investors. This may make it more difficult for
investors in our common stock to sell shares to third parties or to otherwise
dispose of them. This could cause our stock price to decline. Penny stocks are
stock:

- With a price of less than $5.00 per share;
- That are not traded on a "recognized" national exchange;
- Whose prices are not quoted on the NASDAQ automated
	quotation system (NASDAQ listed stock must still have a price of not less
	than $5.00 per share); or
- In issuers with net tangible assets less than $2.0
	million (if the issuer has been in continuous operation for at least three
	years) or $10.0 million (if in continuous operation for less than three
	years), or with average revenues of less than $6.0 million for the last
	three years.



Broker/dealers dealing in penny stocks are required to
provide potential investors with a document disclosing the risks of penny
stocks. Moreover, broker/dealers are required to determine whether an investment
in a penny stock is a suitable investment for a prospective investor.

13

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We could fail to attract or retain key personnel, which could
be detrimental to our operations.

Our success largely depends on the efforts and abilities of
our Officers and Directors. The loss of their services could materially harm our
business because of the cost and time necessary to find successors. Such a loss
would also divert management attention away from operational issues. We do not
have other key employees who manage our operations. To the extent that we are
smaller than our competitors and have fewer resources, we may not be able to
attract a sufficient number and quality of staff, when required.

We may not be able to compete effectively in markets where
our competitors have more resources.

Most of our competitors have longer operating histories,
larger customer bases, longer relationships with clients, and significantly
greater financial, technical, marketing, and public relations resources than we
do. Based on total assets and annual revenues, we are significantly smaller than
many of our competitors. Similarly, we compete against significantly larger and
better-financed companies in our business. If we compete with our primary
competitors for the same geographical markets and customer base, their financial
strength could prevent us from capturing those markets. We may not successfully
compete in any market in which we intend to conduct operations in the future.
The fact that we compete with established competitors who have substantially
greater financial resources and longer operating histories than us, enables them
to engage in substantial advertising and promotion and attract a greater number
of customers and business than we currently attract. While this competition is
already intense, if it increases, it could have an even greater adverse impact
on our revenues and profitability.

Our limited operating history makes it difficult to forecast
our future results.

As a result of our limited operating history, our historical
financial and operating information is of limited value in predicting our future
operating results. We may not accurately forecast customer behavior and
recognize or respond to emerging trends, changing preferences or competitive
factors facing us, and, therefore, we may fail to make accurate financial
forecasts. Our current and future expense levels are based largely on our
investment plans and estimates of future revenue. As a result, we may be unable
to adjust our spending in a timely manner to compensate for any unexpected
revenue shortfall, which could force us to curtail or cause us to terminate our
business operations.

Intense competition may result in reduced revenues and
profitability.

The market for the provision of Internet access to
individuals and small businesses is extremely competitive and highly fragmented.
There are no substantial barriers to entry, and we expect competition to
intensify. We believe that the primary competitive factors for success in this
market are a reputation for reliability and service, competitive pricing,
effective customer support, creative marketing, easy-to-use software and
geographic coverage. Other important factors include the timing of introductions
of new products and services, as well as industry and general economic trends.

We face increased competition from certain ISPs that provide
free Internet access to consumers. Under this "free access" business model,
revenues are derived primarily from companies that place advertisements in small
banners or windows on users' computer screens while they are online. Subscribers
are generally required to provide demographic information which is used by
advertisers to deliver targeted messages to the users' screens that cannot be
closed or removed. ISPs employing this business model could continue to attract
a sizable number of users and exert pressure on prices.

14

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As a result of the increase in competitors and vertical and
horizontal integration in the industry, we face significant competition,
including pressure to reduce prices. Our current Competitors include Internet
service providers and on-line service providers with a significant national
presence that focus on individual and small business subscribers, such as
America Online, EarthLink and Prodigy. Most of these competitors have
significantly broader market presence and brand recognition and greater
financial, technical and marketing resources. They also have extensive
coast-to-coast access to Internet backbones, which provides greater scalability
and the ability to provide better service quality. We also compete with
independent regional and local Internet service providers, computer hardware and
software and other technology companies (such as IBM, Microsoft, Dell and
Gateway), as well as wireless communications companies, satellite companies and
nonprofit or educational Internet access providers.

All the major long-distance companies, including AT&T, Qwest,
MCI WorldCom and Sprint, compete with us by offering Internet access services.
Local exchange carriers, including regional Bell operating companies and
competitive local exchange carriers, have also entered the ISP market.
Long-distance and local carriers are moving toward horizontal integration
through acquisitions of, and joint ventures with, ISPs. Accordingly, we expect
increased competition from traditional telecommunications carriers for customers
and potential acquisitions. These telecommunications carriers have nationwide
networks and substantially greater financial, technical and marketing resources.
Telecommunications providers also have the ability to bundle Internet access
with basic local and long-distance telecommunications services. In addition,
some long-distance companies are promoting their services by offering consumers
free Internet access. Such bundling of services may make it difficult for us to
compete with telecommunications providers and may force us to lower prices,
resulting in reduced revenues.

New competitors, including large computer hardware and
software, media and telecommunications companies, may continue to enter the
Internet services market, resulting in greater competition. In particular, we
may face increased competition from companies that provide connections to
consumers' homes, including cable companies, electric utility companies and
wireless communications companies. For example, cable companies offer Internet
access through their cable facilities at significantly faster rates than
existing modem speeds. These companies can bundle Internet access with basic
services or offer access for a nominal charge. In addition, they could deny us
access to their networks.

Competition could also result in increased selling and
marketing expenses, related customer acquisition costs and customer attrition,
all of which could adversely affect our operations and financial condition. We
may not be able to offset the effects of such increased costs.

Our growth strategy will be harmed if the market for
broadband access fails to develop or if other broadband offerings are more
successful than ours.

The market for broadband services is in an early stage of
development. There is no assurance if or when broadband services will gain wide
acceptance by consumers. In addition, other methods of broadband delivery, such
as cable or wireless transmission, could prove to be more successful than ours.

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If we fail to adapt to technology trends and evolving
industry standards, we will not be competitive.

Our industry is subject to rapidly changing technology,
evolving industry standards, changes in subscriber needs and frequent new
service introductions. Our success depends, in part, on our ability to meet
changing subscriber needs on a timely and cost-effective basis. We must improve
our existing services, develop new services and continue to develop and expand
our technical expertise. We may not be successful in those endeavors. Our
ability to compete successfully is also dependent upon the compatibility and
interoperability of our services with products and architectures offered by
various vendors. Although we intend to support emerging standards in the market
for Internet services, we do not know that industry standards will be
established or, if they are established, that we will be able to conform to them
in a timely fashion and maintain a competitive position. In addition, there is a
risk that services or technologies developed by others will render our services
or technologies uncompetitive or obsolete.

We are also at risk to fundamental changes in the way
Internet access is delivered. Currently, Internet services are accessed
primarily by computers connected by telephone lines. Many alternative methods to
access the Internet are available or under development, including cable modems,
screen based telephones, satellite technologies, wireless telecommunications
technologies and other consumer electronic devices. As these alternative methods
gain greater use, or as subscriber requirements change the way Internet access
is provided, we will have to develop or use new technology to remain
competitive. Adjusting to such technological advances may require substantial
time and expense, and we may not succeed in addressing these competitive
pressures or adapting our business to alternative access methods.

Network capacity constraints or systems failures could cause
us to lose subscribers.

Our business depends on the capacity, reliability and
security of our network infrastructure. Delays or failures in connectively could
cause us to lose subscribers. We must expand and adapt our network
infrastructure as the number of subscribers increases and the amount of
information transferred expands. The expansion and adaptation of network
infrastructure will require substantial financial, operational and management
resources. We may not be able to timely expand or adapt our network
infrastructure to meet additional demand or changing subscriber requirements at
a reasonable cost or at all.

Capacity constraints may occur in system-wide services, such
as e-mail or newsgroups, or in particular POPs. We could experience delayed
delivery from suppliers of new telephone lines, modems, terminal servers and
other equipment. If these delays are severe, incoming modem lines may become
full during peak times. Further, if we do not maintain sufficient bandwidth
capacity in our network connections, subscribers will experience a slowdown of
Internet services. Similar problems can occur if we are unable to expand the
capacity of our servers for e-mail, newsgroups and the World Wide Web fast
enough to keep up with increasing demand. New broadband technologies will cause
increasing congestion on the Internet backbone.

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Damage to our equipment from fire, earthquakes, power loss,
telecommunications failures and similar events could cause service
interruptions. Despite precautions, natural disasters or other unanticipated
problems at our headquarters, network hub or a POP could cause service
interruptions. We do not currently maintain fully redundant Internet services,
backbone facilities or telecommunications networks. System failures could result
in a loss of subscribers.

We are dependent on telecommunications carriers and other
suppliers.

We intend to rely on local telephone companies and other
companies to provide data communications capacity. These providers may
experience disruptions of service or have limited capacity, which could disrupt
our services. We may not be able to replace or supplement these services on a
timely basis or at all. In addition, local phone service is sometimes available
only from a local monopoly telephone company. Telecommunications carriers could
prevent us from delivering Internet access through their data transmission
networks. Because we will rely on third-party telecommunications companies for
our backbone connections to the Internet, we face limitations on our ability to
serve our subscribers, including the following:

- we will not control decisions
	regarding availability of service at any particular time;
- we may not be able to deploy
	new technologies because our telecommunications providers may not be able to
	support that technology on their backbones;
- we may not be able to
	establish new POPs rapidly enough to respond to increased subscriber demand;
	and
- we may not be able to
	negotiate favorable interconnectivity agreements with other Internet service
	providers.



Our operations and services could be interrupted if our
third-party network providers or telecommunications providers experience systems
failures or equipment damage due to fire, earthquakes, power loss and similar
events. Thus, any such event could cause us to lose subscribers, which would
have an adverse effect on our business and financial condition.

We will be dependent on third-party suppliers of hardware
components. Increasing demand for these components places a significant strain
on suppliers. There could be delays and increased costs in expanding our network
infrastructure if alternative sources of supply are unavailable.

Our telecommunications providers may sell or lease their
products and services to our competitors. They may enter into exclusive
arrangements with our competitors or stop selling or leasing their products or
services to us at commercially reasonable prices or at all. In addition, our
telecommunication providers may become our direct competitors.

Our network may be vulnerable to security risks, such as
hacking and viruses.

Despite security measures, our network infrastructure may be
vulnerable to computer viruses, hacking or similar problems caused by
subscribers or other persons. Computer viruses or problems could lead to
interruptions, delays or cessation in service, causing subscribers to seek
services from other providers. Inappropriate use of the Internet by third
parties could jeopardize the security of confidential information stored in our
computer systems or our subscribers' computer systems. In addition, we expect
that our subscribers will increasingly use the Internet for commercial
transactions. Any network malfunction, overload or security breach could cause
these transactions to be delayed, not completed at all or completed with
compromised security, which may result in claims against us. Further, the
security and privacy concerns of existing and potential Internet users may
inhibit the growth of the Internet, our subscriber base and revenues.

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ITEM 7. FINANCIAL STATEMENTS

See Index to Financial Statements and Financial Statement
Schedules appearing on page F-1 through F-12 of this Form 10-KSB.

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



None.

ITEM 8A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to
ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the specified time periods. As of the end of the period
covered by this report, Dr. Ronald Tripp, our Chief Executive Officer and
Principal Financial Officer evaluated the effectiveness of our disclosure
controls and procedures. Based on the evaluation, which disclosed no significant
deficiencies or material weaknesses, Mr. Tripp concluded that our disclosure
controls and procedures are effective. There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

PART III

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



Resignations, appointments and re-appointments of Officers
and Directors.

Effective February 16, 2005, the Board of Directors accepted
the resignation of Michael Williams and Keith McAllister as Officers of the
Company and re-appointed both gentlemen as Directors of the Company. In
addition, the Board of Directors re-appointed Darwin R. Payton Sr. as President
of the Company, Dr. Ronald Tripp as CEO of the Company and appointed Marjone
Mamaghani as Secretary and Treasurer of the Company.

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The following table sets forth the names and positions of our
executive officers and directors. Directors will be elected at our annual
meeting of stockholders and serve for one year or until their successors are
elected and qualify. Officers are elected by the Board and their terms of office
are, except to the extent governed by employment contract, at the discretion of
the Board.

|Name                 | Age | Positions and Offices held
|-------------------- | --- | --------------------------
|Darwin R. Payton Sr. | 47  | President                 
|Dr. Ronald Tripp     | 51  | CEO, CFO and Director     
|Marjone Mamaghani    | 33  | Secretary and Treasurer   
|Michael Williams     | 36  | Director (Chairman)       
|Keith McAllister     | 47  | Director                  

Darwin R. Payton Sr., age 47, has been President of the
Company since June of 2004. Mr. Payton began his career in Los Angeles as chief
advisor and business associate of NBA's great Hall of Famer, Earvin "Magic"
Johnson. Their relationship, which spanned more than 26 years, actually began at
Michigan State University, where Darwin (better known then as the "Little Giant
from River Rouge, MI") was team manger for their 1979 NCAA Championship team.
Mr. Payton would eventually come to Los Angeles at Magic's request to help
launch the West Coast operations for Magic Johnson Enterprise ("MJE"), leaving
the Michigan and Chicago operations of MJE. His years with MJE would eventually
prove to be a golden era for Magic who would evolve into businesses that would
include banks, entertainment, restaurants, movie theaters and sports. Mr. Payton
was Executive Vice President of MJE Productions, which he was the catalyst and
co-guiding hand in many of Magic's ventures.

Dr. Ronald Tripp, age 51, has been CEO, CFO and a
Director of the Company since December of 2002. Dr. Tripp was seated with the
Company's Board of Directors in December 2001, and was elected President of the
Company in August 2001 and held the position until promoted to CEO of the
Company in 2004. Dr. Tripp is a Chiropractic Physician and maintains his private
practice in Norman, Oklahoma, established in 1980. Since 1997, Dr. Tripp has
served as President of the Oklahoma Board of Chiropractic Examiners through
appointment Governor Frank Keating and current Governor Brad Henry. He is a
Delegate to the National Board of Chiropractic Examiners and is currently the
District IV Director of the Federation of Chiropractic State Licensing Boards.
Dr. Tripp was elected to a second 4 year term in October 2004 as President of
USA Judo and is a member of the U.S. Olympic Committee. He is a former
representative and President of U.S. Operations of the Mendel Japan Corporation,
Tokyo, Japan with a focus on export of U.S. and Canadian products. His personal
athletic accomplishments include him as the 1994 FIAS World Champion, 7 times
World Medalist, 1994 Olympic Festival Judo Champion, 8 times Olympic Festival
Judo Medalist and former member of the University of Oklahoma Wrestling Staff
under Hall of Fame Coach Stan Abel from 1980 through 1988. Dr. Tripp, originally
from Detroit, Michigan, area, attended Hillsdale College, Michigan and Palmer
College, Davenport, Iowa, where he received his doctorate degree in 1979.

Marjone Mamaghani, age 33, has been Secretary and
Treasurer of the Company since February 16, 2005. Prior to becoming Secretary
and Treasurer of the Company, Ms. Mamaghani assisted the Company as Director of
Entertainment Client Relations and as Mr. Williams' assistant from 2001 until
February 16, 2005. Prior to working with the Company, Ms. Mamaghani co-founded a
Las Vegas based magazine known as "What's the 411". The magazine features
everything you need to know about Las Vegas; from the best restaurants, to the
best art galleries, featured Chef's of the month and interviews with
celebrities. This magazine caught the interest of the largest publications in
Las Vegas and talk show personality Howard Stern. To date the concept of the
magazine is featured in various states in the U.S.

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Michael Williams, age 36, has been Chairman of the
Company since August of 2002. Mr. Williams is the co-founder of EDTV which was
formed in March of 2001. He has an extensive background in the recording
industry. Prior to EDTV he was COO of O2 Entertainment Inc. (an AMEX company)
from 2000 until 2001. His experience has included the administrative and career
management of Snoop Doggy Dog, Eddie Jones and others. He began his executive
career at A&M Records under John McClain, Herb Alpert and Jerry Moss, and then
moved on to Island Records, signing a two million dollar contract as an artist,
songwriter and producer under Kevin Fleming and Chris Blackwell. As a hobby, Mr.
Williams also owns a piece of prominent record label under WEA (Warner Electric
Atlantic) and Warner Music Group. He holds a B. Sc. in Management.

Keith McAllister, age 47, has been a Director of the
Company since August of 2002. Mr. McAllister is an entrepreneur with a vast
history of successful ventures. He is the co-founder and chairman of Mobile
Wireless Security ("MWLS") and President and a member of the Board of Directors
of WorldVuer. From March of 2001 through August of 2002, Mr. McAllister was
President of Entertainment Direct TV and was responsible for the development of
strategic opportunities for the company. Prior to co-founding EDTV, Mr.
McAllister was CEO of Dudley Bernichi Diamonds in Cape Town, South Africa,
exporting investment grade diamonds from South Africa to North America from 1998
through 2000. Mr. McAllister developed his international business experience as
a restaurateur and nightclub owner of five properties in Detroit, Toronto and
Cape Town.

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, our Articles
of Incorporation exclude personal liability for our Directors for monetary
damages based upon any violation of their fiduciary duties as Directors, except
as to liability for any breach of the duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, or any transaction from which a Director receives an improper personal
benefit. This exclusion of liability does not limit any right which a Director
may have to be indemnified and does not affect any Director's liability under
federal or applicable state securities laws. We have agreed to indemnify our
directors against expenses, judgments, and amounts paid in settlement in
connection with any claim against a Director if he acted in good faith and in a
manner he believed to be in our best interests.

Election of Directors and Officers.

Directors are elected to serve until the next annual meeting
of stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and qualified.

No Executive Officer or Director of the Corporation has been
the subject of any Order, Judgment, or Decree of any Court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring suspending or otherwise limiting him from acting as an investment
advisor, underwriter, broker or dealer in the securities industry, or as an
affiliated person, director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection with
the purchase or sale of any securities.

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No Executive Officer or Director of the Corporation has been
convicted in any criminal proceeding (excluding traffic violations) or is the
subject of a criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the
subject of any pending legal proceedings.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires our executive officers and directors, and
persons who beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. Based upon a review of the copies of such forms furnished to us and
written representations from our executive officers and directors, we believe
that during the fiscal year ended 2005 there were no delinquent filers.

Audit Committee

We do not have an Audit Committee, our board of directors
during fiscal year ended 2005, performed some of the same functions of an Audit
Committee, such as: recommending a firm of independent certified public
accountants to audit the annual financial statements; reviewing the independent
auditors independence, the financial statements and their audit report; and
reviewing management's administration of the system of internal accounting
controls. The Company does not currently have a written audit committee charter
or similar document.

Code of Ethics

A code of ethics relates to written standards that are
reasonably designed to deter wrongdoing and to promote:

1. Honest and ethical conduct, including the ethical
	handling of actual or apparent conflicts of interest between personal and
	professional relationships;
2. Full, fair, accurate, timely and understandable
	disclosure in reports and documents that are filed with, or submitted to,
	the Commission and in other public communications made by an issuer;
3. Compliance with applicable governmental laws, rules and
	regulations;
4. The prompt internal reporting of violations of the code
	to an appropriate person or persons identified in the code; and
5. Accountability for adherence to the code.

We have not adopted a corporate code of ethics that applies
to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions in
that of our officers and directors serves in all the above capacities.

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Our decision to not adopt such a code of ethics results from
our having only three officers and three directors operating as the sole
management for the Company fiscal year ended March 31, 2005. We believe that as
a result of not having employees and the limited interaction which occurs with
having only three officers and three directors for the Company eliminates the
current need for such a code, in that violations of such a code would be
reported to the party generating the violation.

Nominating Committee



ITEM 10. EXECUTIVE COMPENSATION



Summary Compensation Table

|                              |      | Annual
		Compensation | Long Term
		Compensation
|----------------------------- | ---- | --------------------- | ------------------------
|                              |      |                       |                         
|Name and
		Principal Position | Year | Salary                | Bonus                   
|Dr. Ronald Tripp              | 2004 | -0-                   | -0-                     
|                              | 2005 | -0-                   | -0-                     

Compensation Committee

We currently do not have a compensation committee of the
board of directors. However, the board of directors intends to establish a
compensation committee, which is expected to consist of three inside directors
and two independent members. Until a formal committee is established our entire
board of directors will review all forms of compensation provided to our
executive officers, directors, consultants and employees including stock
compensation and loans.

Termination of Employment

There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
Cash Consideration set out above which would in any way result in payments to
any such person because of his resignation, retirement, or other termination of
such person's employment with the Company, or any change in control of the
Company, or a change in the person's responsibilities following a change in
control of the Company.

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following table presents information, to the best of our
knowledge, about the beneficial ownership of our common stock on March 31, 2005,
held by those persons known to beneficially own more than 5% of our capital
stock and by our directors and executive officers. The percentage of beneficial
ownership for the following table is based on 348,781,638 shares of common stock
outstanding as of March 31, 2005.

Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and does not necessarily
indicate beneficial ownership for any other purpose. Under these rules,
beneficial ownership includes those shares of common stock over which the
stockholder has sole or shared voting or investment power. It also includes
(unless footnoted) shares of common stock that the stockholder has a right to
acquire within 60 days after March 31, 2005 through the exercise of any option,
warrant or other right. The percentage ownership of the outstanding common
stock, however, is based on the assumption, expressly required by the rules of
the Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of our
common stock.

|Name of
		Beneficial Owner (1)                                                                     |  | Number
		of Shares |  | Percent of
		Outstanding Shares of Common Stock (2)
|-------------------------------------------------------------------------------------------------- |  | ------------------ |  | ---------------------------------------------------
|Darwin R.
		Payton, Sr., President
		8290 West
		Sahara, Suite 270
		Las Vegas,
		Nevada 89117     |  | 3,000,000          |  | 1%                                                 
|Dr. Ronald
		Tripp, CEO and Director
		8290 West
		Sahara, Suite 270
		Las Vegas,
		Nevada 89117   |  | 0                  |  | 0%                                                 
|Marjone Mamaghani,
		Secretary/Treasurer
		8290 West
		Sahara, Suite 270
		Las Vegas, Nevada 89117 |  | 0                  |  | 0%                                                 
|Michael Williams, Director
		(Chairman)
		8290 West
		Sahara, Suite 270
		Las Vegas, Nevada 89117  |  | 18,858,556         |  | 5%                                                 
|Keith McAllister, Director
		8290 West
		Sahara, Suite 270
		Las Vegas, Nevada 89117               |  | 12,960,000         |  | 4%                                                 
|All Directors, Officers, &
		Beneficial Holders as a Group                                         |  | 34,818,556         |  | 10%                                                

1. As used in this table, "beneficial ownership" means the
	sole or shared power to vote, or to direct the voting of, a security, or the
	sole or shared investment power with respect to a security (i.e., the
	power to dispose of, or to direct the disposition of, a security). The
	address of each person is care of the Company.
2. Figures are rounded to the nearest whole percent.



23

---

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Both Michael Williams, our chairman of the board, and Keith
McAllister, a director of the Company, are officers and stockholders of
WorldVuer, Inc., whom we executed a Master Agreement for License with on January
30, 2005.

ITEM 13. EXHIBITS

|Exhibit
		Number | Description                                                                              
|---------------- | -----------------------------------------------------------------------------------------
|(10)*            | WorldVuer, Inc. Master
		Agreement for License, dated January 30, 2005                   
|(31)*            | Certification of Dr. Ronald
		Tripp pursuant to Section 302 of the Sarbanes-Oxley Act for
|(32)*            | Certification of Dr. Ronald
		Tripp pursuant to Section 906 of the Sarbanes-Oxley Act for

* Filed herewith

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

The aggregate fees billed for professional services rendered
by Shelley International, CPA, for the audit of our annual financial statements
and review of the financial statements included in our Form 10-QSB or services
that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for fiscal years ended on March 31, 2005 and
2004 were $18,000 and $7,500, respectively.



(2) AUDIT-RELATED FEES

NONE

(3) TAX FEES

The aggregate fees to be billed by Shelley International, CPA
for professional services to be rendered for tax fees for fiscal years ended
March 31, 2005 and 2004 were $-0- and $-0-, respectively.

(4) ALL OTHER FEES

The aggregate fees billed in each of the fiscal years ended
March 31, 2005 and 2004, for products and services provided by Shelley
International, CPA, other than those services reported above, for those fiscal
years were $-0- and $-0-, respectively.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee.

(6) If greater than 50 percent, disclose the percentage of
hours expended on the principal accountant's engagement to audit the
registrant's financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant's
full-time, permanent employees.

Not applicable.

24

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities
Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

BROADBAND WIRELESS

INTERNATIONAL CORPORATION

By: /s/Darwin R. Payton, Sr.                                                                                                         
Darwin R. Payton, Sr., President

Date: July 14, 2005

In accordance with the Exchange Act, 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                | Title               | Date         
|------------------------ | ------------------- | -------------
|                         |                     |              
|/s/Darwin R. Payton, Sr. | President           | July 14, 2005
|Darwin R. Payton, Sr.    |                     |              
|                         |                     |              
|/s/Dr. Ronald Tripp      | CEO, CFO & Director | July 14, 2005
|Dr. Ronald Tripp         |                     |              
|                         |                     |              
|/s/Keith McAllister      | Director            | July 14, 2005

25

---

Broadband Wireless International Corporation
Index To Financial Statements

|Report of Independent Certified Public
		Accountants                    | F-1       
|----------------------------------------------------------------------- | ----------
|                                                                        |           
|Balance Sheets, December 31, 2004 and 2003                              | F-2       
|                                                                        |           
|Statement of Operations for the Years Ended
		December 31, 2004, 2003   | F-3       
|                                                                        |           
|Statement of Stockholders' Equity from
		January 1, 2003 to             |           
|December 31, 2004                                                       | F-4       
|                                                                        |           
|Statement of Cash Flows for the Year Ended
		December 31, 2004 and 2003 | F-5       
|                                                                        |           
|Notes to Financial Statements                                           | F-6 - F-12

26

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

To the Board of Directors/Audit Committee
Broadband Wireless International Corporation

We have audited the accompanying balance sheet of Broadband Wireless
International Corporation (a Nevada corporation) as of March 31, 2005 and 2004
and the related statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended March 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Broadband Wireless
International Corporation as of March 31, 2005 and 2004 and the results of its
operations and cash flows for each of the three years in the period ended March
31, 2005, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the Note 1 to the
financial statements, the Company has sustained a loss in the current year and
no current prospects for generating enough income to cover expenses. This raises
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
this uncertainty.

Shelley International CPA



July 12, 2005
Mesa, Arizona

F-1

---

BROADBAND WIRELESS INTERNATIONAL CORPORATIONBalance Sheets

|ASSETS                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                
|                                                                                                                                                
|CURRENT ASSETS                                                                                                                                  
|Cash                                                                                                                                            
|Oil
		& Gas Receivables                                                                                                                         
|Total Current Assets                                                                                                                            
|                                                                                                                                                
|FIXED ASSETS                                                                                                                                    
|Office Equipment-net                                                                                                                            
|TOTAL ASSETS                                                                                                                                    
|                                                                                                                                                
|LIABILITIES
		AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                                                                             
|                                                                                                                                                
|CURRENT LIABILITIES                                                                                                                             
|Accounts Payable                                                                                                                                
|Due
		to D. Bernstein                                                                                                                           
|Accrued Interest Payable                                                                                                                        
|Due
		to Stockholder                                                                                                                            
|                                                                                                                                                
|                                                                                                                                                
|LONG TERM LIABILITES                                                                                                                            
|TOTAL LIABILITIES                                                                                                                               
|                                                                                                                                                
|STOCKHOLDERS' EQUITY (DIFICIENCY)                                                                                                               
|Preferred Stock, $0.10 par value, 25,000,000 shares
		authorized, zero shares issued and outstanding                                            
|                                                                                                                                                
|Common Stock, $0.0001 par value, 400,000,000 shares
		authorized, 348,781,638 and 228,776,854 outstanding at
		March 31, 2005 and March 31, 2004
|                                                                                                                                                
|Paid
		in Capital                                                                                                                               
|                                                                                                                                                
|Stock Subscriptions                                                                                                                             
|                                                                                                                                                
|Treasury Stock                                                                                                                                  
|                                                                                                                                                
|Accumulated (Deficit)                                                                                                                           
|                                                                                                                                                
|Total Stockholders' Equity (Deficiency)                                                                                                         
|                                                                                                                                                
|TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY
		(DEFICIENCY)                                                                                     

The accompanying notes are an integral part of these
statements.

F-2

---

BROADBAND WIRELESS INTERNATIONAL CORPORATIONStatement of Operations

|                                                   | Year
		Ended
		March 31,
		2005 | Year
		Ended
		March 31,
		2004 
|-------------------------------------------------- | ------------------------------- | --------------------------------
|Revenue:                                           |                                 |                                 
|Brokerage Fees Earned,
		Interest and Other Income | $                   
		25,616   | $                           
		-
|                                                   |                                 |                                 
|Expenses:                                          |                                 |                                 
|Charge Off of Related Party
		Receivable           | -                               | 38,203                          
|Claims Settled in Bankruptcy
		plus Counsel        | 55,000                          | 253,882                         
|Adjustment Net Assets                              | -                               | (124,353)                       
|General and Administrative
		Expenses              | 294,168                         | 24,396                          
|Depreciation                                       | 532                             | -                               
|Legal, Professional and
		Consulting               | 1,457,664                       | 600,000                         
|Contributed Officer Services                       | -                               | 12,000                          
|                                                   |                                 |                                 
|Total General and
		Administrative Expenses        | 1,807,364                       | 804,128                         
|                                                   |                                 |                                 
|Other Expenses-Interest
		Expense                  | 6,622                           | -                               
|                                                   |                                 |                                 
|Total Expenses                                     | 1,813,986                       | 804,128                         
|                                                   |                                 |                                 
|Income (Loss) Before Income
		Taxes                | (1,788,370)                     | (804,128)                       
|                                                   |                                 |                                 
|Provision for Income Taxes                         | -                               | -                               
|                                                   |                                 |                                 
|Net Income (Loss)                                  | $            
		(1,788,370)     | $             
		(804,128)      
|                                                   |                                 |                                 
|Basic Earnings and Diluted
		(Loss) per Share      | (0.006)                         | (0.004)                         
|                                                   |                                 |                                 
|Weighted Average Number of
		Common Shares         | 314,758,853                     | 223,085,423                     

a = less than $0.001



The accompanying notes are an integral part of these
statements.

F-3

---

BROADBAND WIRELESS INTERNATIONAL CORPORATIONStatements of Stockholders' Equity

|                                                         | Common Stock | Paid in | Stock      | Treasury      | Accumulated | Total       
|-------------------------------------------------------- | ------------ | ------- | ---------- | ------------- | ----------- | ------------
|                                                         | Shares       | Amount  | Capital    | Subscriptions | Stock       | Deficit     
|                                                         |              |         |            |               |             |             
|Balance, March 31, 2001                                  | 66,602,016   | $ 6,660 | $3,454,971 |               | $ (1,400)   | $(2,991,621)
|                                                         |              |         |            |               |             |             
|Stock Cancelled                                          | (9,150,629)  | (915)   | 86,621     |               |             |             
|Stock Issued                                             | 1,272,999    | 127     | 15,785     |               |             |             
|Compensation through options                             |              |         | 92,250     |               |             |             
|Net (Loss)                                               |              |         |            |               |             | (689,462)   
|Balance, March 31, 2002                                  | 58,724,386   | 5,872   | 3,649,627  | -             | (1,400)     | (3,681,083) 
|                                                         |              |         |            |               |             |             
|Shares Issued EDTV August 19,
		2002                     | 120,128,860  | 12,013  | (12,013)   |               |             |             
|Shares Canceled August 31,
		2002                        | (1,596,676)  | (160)   | 160        |               |             |             
|Shares Issued EDTV September
		11, 2002                  | 43,209,150   | 4,321   | (4,321)    |               |             |             
|Shares Issued EDTV October 9,
		2002                     | 8,012,200    | 801     | (801)      |               |             |             
|Shares Issued October 21,
		2002                         | 78,050       | 8       | (8)        |               |             |             
|Shares Issued EDTV November
		29, 2002                   | 2,000,000    | 200     | (200)      |               |             |             
|Shares Issued EDTV December
		31, 2002                   | 400,000      | 40      | (40)       |               |             |             
|Net (Loss)                                               |              |         |            |               |             | (97,369)    
|Balance, March 31, 2003                                  | 230,955,970  | 23,096  | 3,632,404  | -             | (1,400)     | (3,778,452) 
|                                                         |              |         |            |               |             |             
|Shares Canceled EDTV May 31,
		2003                      | (7,361,000)  | (736)   | 736        |               |             |             
|Shares Issued to Enchancement
		May 31, 2003             | 20,000,000   | 2,000   | (2,000)    |               |             |             
|Shares Issued S-8 September
		19, 2003                   | 1,000,000    | 100     | 19,900     |               |             |             
|Shares Canceled EDTV
		September 30, 2003                | (48,218,116) | (4,822) | 4,822      |               |             |             
|Shares Issued S-8September
		30, 2003                    | 9,600,000    | 960     | 479,040    |               |             |             
|Shares Issued S-8 February
		12, 2004                    | 2,000,000    | 200     | 99,800     |               |             |             
|10% Stock Dividend March 29,
		2004                      | 20,800,000   | 2,080   | 1,037,920  |               |             | (1,040,000) 
|Contributed Services                                     |              |         | 12,000     |               |             |             
|Net (Loss)                                               |              |         |            |               |             | (804,128)   
|Balance, March 31, 2004                                  | 228,776,854  | 22,878  | 5,284,622  | -             | (1,400)     | (5,622,580) 
|                                                         |              |         |            |               |             |             
|Shares Issued EDTV May 26,
		2004                        | 48,218,116   | 4,822   | (4,822)    |               |             |             
|Shares Issued S-8 June 2,
		2004                         | 10,400,000   | 1,040   | 310,960    |               |             |             
|Shares Issued S-8 June 9,
		2004                         | 12,600,000   | 1,260   | 376,740    |               |             |             
|Contributed Services                                     |              |         | 3,000      |               |             |             
|Shares Issued - Private
		Placement
		July 26, 2004      | 15,000,000   | 1,500   | 148,500    |               |             |             
|Shares Issued S-8September
		14, 2004                    | 1,000,000    | 100     | 9,900      |               |             |             
|Shares Issued S-8September
		16, 2004                    | 3,000,000    | 300     | 29,700     |               |             |             
|Shares Issued - Private
		Placement
		September 16, 2004 | 3,546,668    | 355     | 35,112     |               |             |             
|Shares Issued S-8 October 1,
		2004                      | 2,000,000    | 200     | 19,800     |               |             |             
|Shares Issued - Private
		Placemen
		October 15, 2004    | 12,740,000   | 1,274   | 126,126    |               |             |             
|Shares Issued S-8 October 21,
		2004                     | 8,500,000    | 850     | 84,150     |               |             |             
|Shares Issued S-8 November 2,
		2004                     | 3,000,000    | 300     | 29,700     |               |             |             
|Stock Subscriptions                                      |              |         |            | 347,687       |             | (50)        
|Net (Loss)                                               |              |         |            |               |             | (1,788,370) 
|Balance, March 31, 2005                                  | 348,781,638  | 34,879  | 6,453,488  | 347,687       | (1,400)     | (7,411,000) 



The accompanying notes are an integral part of these
statements.

F-4

---

BROADBAND WIRELESS INTERNATIONAL CORPORATIONStatement of Cash Flows

|                                                 | Year ended
		March 31, 2005   | Year ended
		March 31, 2004    | Year ended
		March 31, 2003    
|------------------------------------------------ | ----------------------------- | ------------------------------ | -------------------------------
|Operating Activites                              |                               |                                |                                
|Net
		Income (Loss)                              | $          
		(1,788,370)     | $             
		(804,128)     | $             
		(97,369)      
|Adjustments to Net Income (Loss)                 |                               |                                |                                
|Depreciation                                     | 532                           | -                              | 65,731                         
|Contributed Services                             | -                             | 12,000                         | -                              
|S-8 Shares Issued for Services                   | 865,000                       | 600,000                        | -                              
|Overdraft                                        | -                             | -                              | 139,942                        
|Adjustment                                       | -                             | -                              | 9,936                          
|Change in Receivables                            | (9,435)                       | -                              | -                              
|Change in Payables                               | 523,778                       | 253,882                        | 16,200                         
|Cash Provided (Used) by Operating
		Activities   | (408,495)                     | 61,754                         | 134,440                        
|                                                 |                               |                                |                                
|Investing Activities                             |                               |                                |                                
|Adjustment for Net Assets                        | -                             | (124,353)                      | -                              
|Fixed Assets                                     | (6,067)                       | -                              | (403,953)                      
|                                                 |                               |                                |                                
|Cash
		Provided (Used) by Investing
		Activities | (6,067)                       | (124,353)                      | (403,953)                      
|                                                 |                               |                                |                                
|Financing Activities                             |                               |                                |                                
|Short Term Note Payable                          | 5,585                         | -                              | -                              
|Due
		to Stockholder                             | (253,843)                     | 62,961                         | 290,011                        
|Change in Capital Leases                         | -                             | -                              | (26,000)                       
|Stock Dividends                                  | (50)                          | -                              | -                              
|Stock Subscriptions                              | 347,687                       | -                              | -                              
|Common Stock                                     | 7,951                         | -                              | -                              
|Additional Paid-In Capital                       | 307,916                       | -                              | -                              
|                                                 |                               |                                |                                
|Cash
		Provided (Used) Financing
		Activities    | 415,246                       | 62,961                         | 264,011                        
|                                                 |                               |                                |                                
|Net Change in Cash                               | 684                           | 362                            | (5,502)                        
|                                                 |                               |                                |                                
|Beginning Cash Balance                           | 362                           | -                              | 5,502                          
|                                                 |                               |                                |                                
|Ending Cash Balance                              | $                    
		1,046 | $                       
		362 | $                          
		-



The accompanying notes are an integral part of these
statements.

F-5

---

BROADBAND WIRELESS INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE 1. GENERAL BUSINESS AND ACCOUNTING POLICIES

Organization and Business

Broadband Wireless International Corporation (the Company),
was originally incorporated in the state of Nevada as Black Giant Oil Company on
July 23, 1973. In February 2000 the name was changed to Broadband Wireless
International Corporation. The current business plan is to set up wireless
systems for customers and to perform targeted advertising over the internet for
the music industry. The Company has been unsuccessful during the previous three
years in these endeavors.

SEC Receivership

On August 11, 2000 an SEC receiver was appointed by the
courts based upon an enforcement action, Case No. CIV-00-1375-R. This action was
dismissed and removed on December 21, 2001.

Bankruptcy Filing

The Company filed for Chapter 11 Reorganization on December
27, 2001, Case No. 01-23160 BH. During this period of reorganization the Company
entertained several proposals for generating business. None of these have proven
successful to date. The final decree was granted for the Company to leave
bankruptcy on May 4, 2004.

Basis

The financial statements are prepared following accounting
principles generally accepted in the United States of America.

Going Concern

The Company has sustained net losses for the last several
years. Because of the problems created with the SEC receivership and then the
bankruptcy it has been difficult to interest investors in the Company.
Management will continue to promote the Company. The accompanying financial
statements have been prepared assuming that the company will continue as a going
concern. The aforementioned problems raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.

Revenue Recognition

For the years ended March 31, 2005 and prior, the Company had
only minimal financial income. This was recognized when earned.

Accounts Receivable

As of March 31, 2005, the Company had Net Oil & Gas Royalties
Receivable from Talisman Oil & Gas which is considered 100% collectible.

F-6

---

Equipment and Vehicles

For the years ended March 31, 2005 and prior, the equipment
and vehicles are depreciated using the straight-line method over their estimated
useful lives, which is five to seven years.

Fixed assets at March 31, 2005 and 2004 consisted of the
following:

|                                 | 3/31/05 |  | 3/31/04
|-------------------------------- | ------- |  | -------
|Equipment and
		Vehicles         | 6,067   |  | -0-    
|Less:
		Accumulated depreciation | (532)   |  | -0-    
|                                 | 5,535   |  | -0-    

Use of Estimates

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 and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Earnings per Share

The basic earnings (loss) per share is calculated by dividing
the Company's net income available to common shareholders by the weighted
average number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares outstanding
during the year. The diluted weighted average number of shares outstanding is
the basic weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. The Company has no potentially dilutive
debt or equity.

Stock Based Compensation

The Company accounts for its stock based compensation based
upon provisions in SFAS No. 123, *Accounting for Stock-Based Compensation*
and as amended by SFAS No. 148. The Company adopted a plan on June 2, 2004. The
maximum number of shares of common stock that may be issued pursuant to the plan
is 50,000,000 shares. As of March 31, 2005, 41,000,000 shares had been issued
under the 2004 Stock Compensation Plan.

Concentration of Credit Risk

Periodically during the year, the Company may maintain its
cash in financial institutions in excess of amounts insured by the US federal
government.

Advertising

Advertising costs are expensed as incurred. Advertising
expense totaled $0 for the year ended March 31, 2005, $0 for the year ended
March 31, 2004, and $0 for the year ended March 31, 2003.

Other Assets

The Company owns several Oil & Gas Overriding Royalty
interests in oil and gas properties operated by Talisman Oil & Gas of Calgary,
Alberta, Canada. These properties had an original capitalized cost of $6,372
which was fully depleted years ago. The properties continue to produce
hydrocarbons in commercial quantities.

F-7

---

The Company owns a small parcel of unimproved real estate in
Palo Pinto County, Texas. According to the local property tax office, this real
property has an assessed value of $14,040. The Company has inadequate records
related to the original acquisition of this parcel of land and as such the
historical cost is not reflected on the balance sheet.

NOTE 2. STOCKHOLDERS' EQUITY

Initially, the Company had 5,000,000 common shares authorized
at a par value of $0.05. In 1980 the Company amended its Articles of
Incorporation to increase the number of authorized shares to 20,000,000 and
decrease the par value to $0.0125. In July 1998 the Company filed an amendment
to its Articles to increase the number of authorized common shares to
100,000,000 while retaining the par value of $0.0125 per common share and
authorizing the issuance of up to 10,000,000 preferred shares with a par value
of $0.10 per preferred share. In March 2000 the Company changed its capital
structure to 250,000,000, $0.0125 par value, common shares with 25,000,000 $0.10
par value preferred shares. In October 2003, the Company amended its Articles to
increase the number of authorized common shares to 400,000,000 and decrease the
par value to $0.0001 per common share.

YEAR 2005

During the year, the Company continued to make adjustments
related to the EDTV stock issuances. On May 26, 2004, the Company issued
48,218,116 common shares regarding to EDTV.

During the year the Company closed on three private
placements as follows:

|Date                 |  | Shares     |  | per
		Share |  | Total   
|-------------------- |  | ---------- |  | ----------- |  | --------
|July 26, 2004        |  | 15,000,000 |  | $0.01       |  | $150,000
|September 16,
		2004 |  | 3,546,668  |  | 0.01        |  | 35,467  
|October 15,
		2004   |  | 12,740,000 |  | 0.01        |  | 127,400 

The Company registered and issued seven different times S-8
stock to pay consultants. This was done because of extreme shortage of cash flow
and to satisfy some of the debts of the Company.

|Date                 |  | Shares     |  | per
		Share |  | Total   
|-------------------- |  | ---------- |  | ----------- |  | --------
|June 2, 2004         |  | 10,400,000 |  | $0.03       |  | $312,000
|June 9, 2004         |  | 12,600,000 |  | $0.03       |  | 378,000 
|September 14,
		2004 |  | 1,000,000  |  | 0.01        |  | 10,000  
|September 16,
		2004 |  | 3,000,000  |  | 0.01        |  | 30,000  

|October 1,
		2004  |  | 2,000,000 |  | 0.01 |  | 20,000
|------------------ |  | --------- |  | ---- |  | ------
|October 21,
		2004 |  | 8,500,000 |  | 0.01 |  | 85,000
|November 2,
		2004 |  | 3,000,000 |  | 0.01 |  | 30,000

Throughout the year the Company received $292,637 in funds
from common stock subscriptions for 14,631,850 shares of common stock.

Pursuant to a bankruptcy settlement agreement between the
Company and William R. Miertschin the Company became obligated to issue to Mr.
Miertschin 5,000,000 shares of its $0.0001 par value common stock. Since the
effective date of the settlement agreement the Company declared a stock dividend
which Mr. Miertschin would have received 500,000 shares of common stock had the
original shares been issued. As of March 31, 2005, the Company had not issued
any shares to Mr. Miertschin.

F-8

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YEAR 2004

During this year the Company continued to make adjustments to
the EDTV stock issuances through September 30, 2003 as shown in the Statement of
Stockholders' Equity.

On May 31, 2003, the Company issued 20,000,000 shares of
common stock in a private placement.

The Company registered and issued three different times S-8
stock to pay consultants. This was done because of extreme shortage of cash flow
and to satisfy some of the debts of the Company. The current S-8 still has
9,000,000 shares available as of the report date.

|Date                 |  | Shares    |  | per
		Share |  | Total   
|-------------------- |  | --------- |  | ----------- |  | --------
|September 19,
		2003 |  | 1,000,000 |  | $0.02       |  | $ 20,000
|September 30,
		2003 |  | 9,600,000 |  | 0.05        |  | 480,000 
|February 12,
		2004  |  | 2,000,000 |  | 0.05        |  | 100,000 

On March 29, 2004, the Company declared a 10% common stock
dividend of 20,800,000 shares.

YEAR 2003 and PRIOR

On October 13, 2001, the Company and Entertainment Direct TV,
Inc. (EDTV) signed a stock purchase agreement and on October 20, 2001, executed
an Addendum to the Stock Purchase Agreement. This agreement exchanged all of the
outstanding shares of EDTV for shares of the Company. As seen in the Statement
of Stockholders' Equity this exchanged stock was issued piecemeal (with negative
adjustments) while the Company was in bankruptcy reorganization proceedings
throughout the last two years by order from the bankruptcy judge.

NOTE 3. OPTIONS

During the fiscal year ended March 31, 2001, the Company
issued non-qualified plan options. These were originally accounted for using APB
Opinion 25 wherein no expense was recognized for these options. The values for
these options were calculated using the following assumptions: Risk-free
interest rate 6.5%, dividend yield 0%, volatility 19.3% and expected life of the
option 5 years.

The Company has adopted SFAS 123 wherein the fair value of
the options is recognized currently. These amounts, while only being shown in
notes previously, have been applied to the appropriate years to adjust income
(loss) accordingly.

The Company's activities involving the options for current
year is detailed below:

|                    | Number of
|------------------- | ---------
|                    | Options  
|March 31,
		2004    | 3,075,000
|Activity for
		year | -0-      
|March 31,
		2005    | 3,075,000

F-9

---

The detail of the ending balance is as follows.

|                 |  | Shares    |  | Expiration |  | Exercise
|---------------- |  | --------- |  | ---------- |  | --------
|                 |  |           |  | Date       |  | Price   
|                 |  | 150,000   |  | 06/24/05   |  | $0.0625 
|                 |  | 500,000   |  | 05/25/06   |  | $0.08   
|                 |  | 125,000   |  | 07/06/06   |  | $0.10   
|                 |  | 2,250,000 |  | 08/08/06   |  | $0.08   
|                 |  | 50,000    |  | 12/4/06    |  | $0.10   
|March 31,
		2005 |  | 3,075,000 |  |            |  |         

NOTE 4. INCOME TAXES:

The Company provides for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No.
109 requires the use of an asset and liability approach in accounting for income
taxes. Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax basis of assets and liabilities and the
current tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by
a valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized. In the Company's opinion, it was uncertain whether they will generate
sufficient taxable income in the future to fully utilize the net deferred tax
asset. Accordingly, a valuation allowance equal to the deferred tax asset has
been recorded. The total deferred tax asset is calculated by multiplying a 34%
estimated tax rate by the items making up the deferred tax account, the NOL. The
total valuation allowance is a comparable amount.

The components of deferred tax assets for the years ended
March 31 are as follows:

|                      | 2005        |  | 2004        |  | 2003       
|--------------------- | ----------- |  | ----------- |  | -----------
|Deferred Tax
		Asset  | $1,913,618  |  | $1,331,608  |  | $1,058,204 
|Valuation
		Allowance | (1,913,618) |  | (1,331,608) |  | (1,058,204)
|Net Tax Asset         | $ -0-       |  | $ -0-       |  | $ -0-      

The provision for income taxes for the years ended March 31
are as follows.

|                                         | 2005         |  | 2004         |  | 2003     
|---------------------------------------- | ------------ |  | ------------ |  | ---------
|Net change in
		the deferred tax benefit | $ 582,010    |  | $ 273,404    |  | $ 33,105 
|Net change in
		the valuation account    | (
		582,010) |  | (
		273,404) |  | ( 33,105)
|Current
		federal income taxes payable   | -0-          |  | -0-          |  | -0-      
|Current
		federal income taxes payable   | -0-          |  | -0-          |  | -0-      
|Provision for
		Income Taxes             | $ -0-        |  | $ -0-        |  | $ -0-    

The Company has not filed its federal income tax returns for
the previous year.

The estimated federal Net Operating Loss carry-forwards for
the Company and the corresponding expiration dates are listed below as of March
31, 2005.

|                                      |  | Amount     |  | Last
		year     
|------------------------------------- |  | ---------- |  | ----------------
|Amount
		available prior to year 2002 |  | $2,417,784 |  | 2021 and
		prior
|Amount
		available from year 2002     |  | 597,212    |  | 2022            
|Amount
		available from year 2003     |  | 97,369     |  | 2023            
|Amount
		available from year 2004     |  | 804,128    |  | 2024            
|Amount
		available from year 2005     |  | 1,711,794  |  | 2024            
|Total                                 |  | $5,628,287 |  |                 

F-10

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NOTE 5. CONTINGENCIES AND COMMITMENTS

The Company has no leases or payments of any kind.

SUIT AGAINST ENHANCEMENT HOLDINGS

On December 28, 2002, the Company contracted with Enhancement
Holdings and Stanley Holdings Business Trust to provide collateral to facilitate
a line a credit. As part of the original agreement three of the principals of
Enhancement became directors of Broadband. During the following year a timber
receivable was recorded on the quarterly statements relating to this collateral.
This item never produced any cash for the Company and was removed along with the
associated equity. On May 12, 2004, the Company filed a lawsuit in Nevada
against Enhancement and its principals. This case was moved to federal court by
the defendants on May 23, 2004. On July 22, 2004 the judge ordered the Company
to hold a special shareholders election to determine who should serve as the
Company's directors. The special election was held and the voting stockholders
voted against the Enhancement principals and voted in favor of a new Board.

SUIT BY FORMER CONTRACTOR

A suit was filed by a former contract consultant for alleged
back commissions and stock. The time period involved was May 2002 to
approximately November 2002. Management believes this suit is without merit.

NOTE 6. RELATED PARTIES TRANSACTIONS

A shareholder has advanced funds directly to the Company and
has paid operational expenses and payables on behalf of the Company from time to
time. There are no formal executed notes evidencing this liability nor has any
interest rate or rates been established. The amounts due this shareholder
represents a general liability of the Company.

NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent relevant accounting
standards SFAS 146-150 and their effect on the Company.

SFAS 146 Accounting for Costs Associated with Exit or
Disposal Activities

This statement requires companies to recognize costs
associated with exit or disposal activities, other than SFAS 143 costs, when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. Examples of these costs are lease termination costs, employee severance
costs associated with restructuring, discontinued operation, plant closing, or
other exit or disposal activity. This statement is effective after December 15,
2002.

SFAS 147 Acquisitions of Certain Financial Institutions -- an
amendment of FASB Statement No. 72 and 144 and FASB Interpretation No. 9

F-11

---

This statement makes the acquisition of financial
institutions come under the statements 141 and 142 instead of statement 72, 144
and FASB Interpretation No. 9. This statement is applicable for acquisition on
or after October 1, 2002.

SFAS 148 This Statement amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide 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 amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results.

SFAS 149 Amendment of Statement 133 on Derivative Instruments
and Hedging Activities

This Statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement NO. 133, Accounting for Derivative
Instruments and Hedging Activities.

SFAS 150 Financial Instruments with Characteristics of both
Liabilities and Equity

This Statement requires that such instruments be classified
as liabilities in the balance sheet. SFAS 150 is effective for financial
instruments entered into or modified after May 31, 2003.

INTERPRETATION NO. 46 (FIN 46)

Effective January 31, 2003, The Financial Accounting
Standards Board requires certain variable interest entities to be consolidated
by the primary beneficiary of the entity if the equity investors in the entity
do not have the characteristics of a continuing financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The Company has
not invested in any such entities, and does not expect to do so in the
foreseeable future.

The adoption of these new Statements is not expected to have
a material effect on the Company's financial position, results or operations, or
cash flows.

NOTE 8. SEGMENT INFORMATION

Segment information is presented in accordance with SFAS 131,
Disclosures about Segments of an Enterprise and Related Information. This
standard is based on a management approach, which requires segmentation based
upon the Company's internal organization and disclosure of revenue based upon
internal accounting methods.