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, 2006

         [ ] 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.)

     2675 South Jones, suite 109
         Las Vegas, Nevada                                  89146
--------------------------------------        ---------------------------------
(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, 2006.
$23,296.00 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 March 31, 2006 was $2,460,451.57 based on a share value of$0.007.
<page>




The number of shares of Common Stock, $0.0001 par value, outstanding on March
31, 2006 was 367,781,638 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]
<page>


                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                            FOR THE FISCAL YEAR ENDED
                                 MARCH 31, 2006

                                Index to Report
                                on Form 10-KSB


PART I                                                                Page

Item 1.    Description of Business                                       2

Item 2.    Description of Property                                       4

Item 3.    Legal Proceedings                                             4

Item 4.    Submission of Matters to a Vote of Security Holders           5


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


<PAGE>



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.


      <page>


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 shel"
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 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.

     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.




<page>


(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 along with
a delivery platform that sends high levels of wireless content from one point
to the other.

     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 was 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 and due to other related matters unforeseen
by the company, the agreement between WordldVuer and Broadband Wireless
International Corporation was terminated on or before December 30, 2005.
<page>


Since the time in which the aforementioned deal was canceled, the Company has
been steadily pursuing other business opportunities. We have several
negotiations with solid businesses and opportunities pending certain
resolutions the Company must adhere to in order to enter into any type of deal
that would require the Company to issue stock or raise money and use shares as
the underlining security.


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 2675 S. Jones Blvd., Suite 109, Las
Vegas, Nevada 89146.  The property is approximately 1,500 square feet. We do
not have a lease because we are using a shared space primarily to receive mail.

ITEM 3.    LEGAL PROCEEDINGS

Kline, Kline v. BBAN

     This suit was filed by the Kline law firm as a result of the services the
firm provided during the time the Kline law firm represented BBAN in the
District Court matter whereby, Broadband Wireless International Corporation
entered and completed a plan of reorganization. The suit was filed and proper
service was not adhered to by the Kline law firm. Dr. Ronald Tripp was served
personally and did not act within the statutory time frames that allow named
defendants to answer claims. Therefore, the Kline law firm has taken the
position that proper service was rendered and has petitioned the court to enter
summary judgment against BBAN. The litigation between the Kline law firm and
BBAN has paralyzed the company in its efforts to move its business forward.
<page>


The company intends on seeking a possible resolution with the Kline law firm in
the near future.

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.

       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, 2006.

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.


<page>



                       Fiscal 2005                      Fiscal 2006
-------------------------------------------------------------------------------
                    High        Low                   High       Low
-------------------------------------------------------------------------------
1st Quarter        0.295        0.023                 0.013      0.011
2nd Quarter        0.039        0.009                 0.007      0.007
3rd Quarter        0.021        0.008                 0.006      0.0052
4th Quarter        0.04         0.0125                0.007      0.0065

(b) Holders of Common Stock

     As of March 31, 2006, we had approximately 3,741 stockholders of record of
the 367,781,638 shares outstanding.  As of March 31, 2006, the closing price of
our shares of common stock was $0.007 per share.

(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.

<page>


     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.

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, 2006 regarding outstanding shares
granted under the plan and reserved for future grant under
the plan.
<table>
-------------------------------------------------------------------------------
<c>                 <c>              <c>                    <c>
                                                                    Number of shares
                                                                       remaining
                          Number                                     available for
                     of shares to be                                future issuance
                       issued upon          Weighted-average          under equity
                       exercise of          exercise price of         compensation
                       outstanding             outstanding          plans (excluding
                    options, warrants       options, warrants     shares reflected in
                       and rights              and rights              column (a))
Plan Category           (a)                  (b)                    (c)
-------------------------------------------------------------------------------
518:
Equity compensation
plans approved by
stockholders                   --         $          --                    --
522: </table>

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, 2006.
(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, 2006.
<page>




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, the transaction between Worldvuer and
BBAN has been rescinded and the shares no longer need to be issued. During the
last year the company has sold 7,280,000 restricted shares under a private
placement to certain shareholders that chose to support the company in its
efforts to maintain the ongoing operational expenses of the company. The shares
have not been physically issued, however, subscription agreements have been
executed, whereby, the company is obligated to issue said shares in accordance
with the amounts invested and the terms of the subscriptions agreements
thereto. Furthermore, the company does not have enough authorized shares of
common stock to issue. Therefore, the company must consider either increasing
the amount of authorized shares or reverse the outstanding shares to enable the
company to move forward. As a consequence, the company will be required to have
a stockholder meeting to vote on a recapitalization of the authorized or issued
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).

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, 2006
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.

<page>


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 or any variation of the same
business model thereto. We intend to meet with telecommunications providers or
companies that currently have contracts with 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 have been looking at other capable
energy companies and executives that could understand and effectively manage
the various aspects of a energy company. We have found a couple of promising
candidates, however, we have to look at several factors within our own company,
as well as theirs, that need to be adhered to in order to take any further
steps in the direction of entering into any type of deal. Upon completion of
this discovery period, we will inform the shareholders of our results any
business opportunities that may follow.

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:
<page>
     Increased variable expenses. Expenses associated with our product
offerings may tend to be variable in nature. The mix of products we expect to
sell, combined with regulatory and market pricing pressures, may depress
operating margins. In addition, facility costs (described below) are not always
reduced at the same rate that revenue declines due to long-term contract
commitments.

     Improved facility costs. Facility costs are third-party telecommunications
expenses we will incur to connect customers to networks or to end-user product
platforms not owned by us. As revenue decreases, associated facilities costs
may not always reduce at the same rate that revenue declines.

     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.
<psge>


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.

     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 not clearly defined for initial
deployment and business infrastructure. As we are finalizing our understanding
of the businesses and management we are currently taking a close look at, we
will then be able to adequately outline our capitalization requirements.

     As of March 31, 2006, we had assets of $5,038, and $732,941 in liabilities
resulting in a stockholders' deficit of $727,903.

Going Concern

     The Company has sustained net losses for the last several years. Because
of the problems created with the SEC receivership, then the bankruptcy and
ongoing agendas carried out by management who did not have the best interest of
the shareholders at heart. This along with ongoing litigation from various
parties has made it difficult to interest businesses, management, technologies
and potential investors in the Company.  Management will continue to promote
the value of its shell, shareholders base and management to businesses that are
generating revenue and have sound principals. 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.

<page>


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, 2006, we did not have any employees.  We are dependent
upon our Officers and Directors.  We will need to hire full time operational
staff as and/or when our operations commence.

Consultant

     On October 1, 2005,  we entered into a Consulting/Independent Contractor
agreement with Steven Pecevich. Under the terms of that agreement, Mr. Pecevich
was to assist the company in finding adequate management, good business
opportunities and potential funding sources to execute whatever business model
we deemed viable. We agreed to compensate Mr. Pecevich $20,000 per month and
6,000,000 shares pursuant to the filing a registration statement for the
shares. Mr. Pecevich performed in all areas the company needed with the
exception of his ability to attract potential investors, due to the fact that
the company was involved in ongoing litigation. Mr. Pecevich remains available
to assist Mr. Williams and management in continuing the objectives of the
company as soon as all legal matters are resolved. 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, 2006 we
incurred net losses of $224,356. Our accumulated deficit at the end of March
31, 2006 was $7,635,356. 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.
<page>


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.

We have been the subject of a going concern opinion for the years ended March
31, 2003 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, 2003 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, 2006 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, 2006 which
means that our current liabilities exceeded our current assets on March 31,
2006 by $732,374.  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, 2006 were not sufficient to satisfy all of our current liabilities
on March 31, 2006.  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.

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



     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.

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

<page?


     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.

     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.

<page>


     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.

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.

<page>


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, Mr. Michael Williams, 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 28, 2006, the Board of Directors accepted the
resignation of Dr. Ronald Tripp. Effective February 27, 2006, the Board of
Directors accepted the resignation of Keith McAllister as Officers and
Directors of the Company.

     The following table sets forth the names and positions of our executive
officers and directors. Directors will be elected to the board by the current
Chairman or 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
-------------------------------------------------------------------------------
Marjone Mamaghani                 33                   Secretary and Treasurer
Michael Williams                  36      Chief Executive Officer and Chairman


     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.
<page>



     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.

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.

     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.
<page>


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 2006 there were no delinquent filers.

Audit Committee

     We do not have an Audit Committee, our board of directors during fiscal
year ended 2006, 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.

     Our decision to not adopt such a code of ethics results from our having
only two officers and one director operating as the sole management for the
Company fiscal year ended March 31, 2006. We believe that as a result of not
having employees and the limited interaction which occurs with having only two
officers and one director 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

     We do not have a Nominating Committee or Nominating Committee Charter. Our
board of directors performed some of the functions associated with a Nominating
Committee. We have elected not to have a Nominating Committee in that we are a
development stage company with limited operations and resources.



<page>


ITEM 10.   EXECUTIVE COMPENSATION

     The following table sets forth the cash compensation of the Company's
executive officers during the last two fiscal years of the Company.  The
remuneration described in the table does not include the cost of the Company of
benefits furnished to the named executive officers, including premiums for
health insurance and other benefits provided to such individuals that are
extended in connection with the conduct of the Company's business.

Summary Compensation Table
                           Annual Compensation        Long Term Compensation
                                                  Awards        Payouts
<table>
<c>            <c>   <c>    <c>   <c>     <c>       <c>     <c>     <c>
                                       Other
                                       Annual
Name and Principal                     Compen  Restricted           LTIP     All Other
Position          Year  Salary  Bonus  sation    Stock    Options  payouts compensation
----------------------------------------------------------------------------------------
Michael Williams  2005   -0-     -0-    -0-       -0-       -0-      -0-        -0-
Michael Williams  2006   -0-     -0-    -0-       -0-       -0-      -0-        -0-
</table>
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.

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, 2006, 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 367,781,638 shares of common stock
outstanding as of March 31, 2006.

     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, 2006 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.
<page>



                                                        Percent of Outstanding
                                            Number         Shares of Common
Name of Beneficial Owner (1)              of Shares            Stock (2)
-------------------------------------------------------------------------------
Marjone Mamaghani, Secretary/Treasurer         0                   0%
8290 West Sahara, Suite 270
Las Vegas, Nevada 89117
-------------------------------------------------------------------------------
Michael Williams, Director (Chairman)
8290 West Sahara, Suite 270
Las Vegas, Nevada 89117                   16,288,556             4.4%
-------------------------------------------------------------------------------
All Directors, Officers, &
Beneficial Holders as a Group             16,288,556             4.4%
-------------------------------------------------------------------------------

(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.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Both Michael Williams, our chairman of the board, and Marjone Mamaghani,
Secretary/Treasurer of the Company, are officers and stockholders of WorldVuer,
Inc., whom we executed a Master Agreement for License with on January 30, 2005
of which, was canceled on December 31, 2005.

ITEM  13.	EXHIBITS

Exhibit     Description
Number
(31)        Certification of
            Michael Williams pursuant to Section 302 of the Sarbanes-Oxley Act
            for
(32)        Certification of Michael Williams 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 Moore &
Associates, CPA, for the audit of our annual financial statements and review of
the financial statements included in our Form 10-KSB 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, 2006 and 2005 were
$18,500 and $5,000, respectively.


 (2) AUDIT-RELATED FEES

	NONE
<page>


(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, 2006 and 2004 were $-0- and $-0-, respectively.

(4) ALL OTHER FEES

     The aggregate fees billed in each of the fiscal years ended March 31, 2006
and 2005, for products and services provided by Moore & Associates and 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.


<page>



                                 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:___________________________
                                                  Mr. Michael Williams, CEO

                                            Date: September 13, 2006

     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
_______________________________________________________________________________

                                    Director                        09/13/06
_______________________
Michael Williams



































<page>





                   Broadband Wireless International Corporation
                          Index To Financial Statements


Report of Independent Certified Public Accountants                         F-1


Balance Sheets, March 31, 2006 and 2005                                    F-2


Statement of Operations for the Years Ended March 31, 2006,
  2005 and 2004                                                            F-3


Statement of Stockholders' Equity from March 1, 2003 to
  March 31, 2005                                                           F-4


Statement of Cash Flows for the Year Ended March 31, 2006,
  2005 and 2004                                                            F-5


Notes to Financial Statements                                       F-6   F-12




































<page>




            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

In our opinion, the 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 the results of its
operations and its  cash flows for the year 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 Notes 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.


                                                /S/ Shelly International, CPA

November 8, 2006
Mesa, AZ




MOORE & ASSOCIATES, CHARTERED
   ACCOUNTANTS AND ADVISORS
     PCAOB REGISTERED



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Broadband Wireless International Corporation
Las Vegas, Nevada

We have audited the accompanying balance sheet of Broadband Wireless
International Corporation as of March 31, 2006, and the related statements of
operations, stockholders' equity and cash flows for the year then ended. 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 audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Broadband  Wireless
International Corporation as of March 31, 2006 and the results of its
operations and its  cash flows for the year then ended, 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 Note 1 to the
financial statements, the Company's net losses and accumulated deficit as of
March 31, 2006 raise substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in Note
1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



/s/ Moore & Associates, Chartered

Moore & Associates Chartered
Las Vegas, Nevada
September 12, 2006




           2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511
                                   Fax (702) 253-7501


<page>


<table>
<caption>
                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                                 Balance Sheets
                                    ASSETS
<c>                                      <c>                      <c>
CURRENT ASSETS                            March 31,                March 31,
                                            2006                      2005
                                        ------------             ------------
  Cash                                   $     567                $    1,046
  Oil & Gas Receivables                         -                      9,435
                                        ------------             ------------
Total Current Assets                           567                    10,481
                                        ------------             ------------
FIXED ASSETS
  Office Equipment-net                       4,471                     5,535
                                        ------------             ------------
TOTAL ASSETS                             $   5,038                $    6,016
                                        ============             ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
  Accounts Payable                       $ 587,990                $  518,641
  Due to D. Bernstein                         -                        5,585
  Accrued Interest Payable                  10,575                     5,137
  Due to Related Party                     134,376                    63,000
                                        ------------            ------------
                                           732,941                   592,363

LONG TERM LIABILITIES                          -                          -
                                        ------------            ------------
TOTAL LIABILITIES                          732,941                   592,363

STOCKHOLDERS' EQUITY (DEFICIENCY)

Preferred Stock, authorized
25,000,000 shares, par value $0.10,
no shares outstanding                          -                          -
Common Stock, authorized
400,000,000 shares of stock,
par value $0.0001 per share issued
and outstanding  348,781,638 and
348,781,638at March 31, 2006 and
March 31, 2005                              34,879                    34,879

Paid in Capital                          6,453,487                 6,453,487

Stock Subscriptions                        420,487                   347,687

Treasury Stock                              (1,400)                   (1,400)
Accumulated (Deficit)                   (7,635,356)               (7,411,000)
                                        ------------            -------------
Total Stockholders' Equity (Deficiency)   (727,903)                 (576,347)
                                        ------------            -------------
TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY (DEFICIENCY)        $   5,038                $   16,016
                                        ============             ============

The accompanying notes are an integral part of these statements.
</table>
<page>


<table>
<caption>
                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                             Statements of Operations
                                           <c>             <c>
                                            Year            Year
                                            ended           ended
                                           March 31,       March 31,
                                            2006             2005
Revenue:                                   -------------      -------------
Oil and Gas Revenues                       $   23,296         $   25,616

Expenses:
Charge Off of Related Party Receivable            -                 -
Claims Settled in Bankruptcy plus Counsel                         55,000
Adjustment Net Assets                             -                 -
General and Administrative Expenses               -              294,168
Depreciation                                    1,064                532
Legal, Professional and Consulting             95,623          1,457,664
Contributed Officer Services                  146,200              -

Total General and Administrative Expenses     242,887          1,807,364

Other Expenses-Interest Expense                 4,765              6,622
Total Expenses                                247,652          1,813,986

Income (Loss) Before Income Taxes	            (224,356)        (1,788,370)

Provision for Income Taxes	                    -                  -

Net Income (Loss)                        $   (224,356)   $    (1,788,370)

Basic Earnings and Diluted(Loss) per Share     (0.006)            (0.006)

Weighted Average Number of
Common Shares                             348,781,638        314,758,853
                                           ------------       ------------


























The accompanying notes are an integral part of these statements
</table>
<page>


<table>
<caption>

                                       BROADBAND WIRELESS INTERNATIONAL CORPORATION
                                           Statements of Stockholders' Equity
<c>                                       <c>      <c>      <c>           <c>        <c>        <c>           <c>
                                           Common   Stock    Paid in       Stock      Treasury   Accumulated   Total
                                           Shares   Amount   Capital   Subscriptions   Stock       Deficit     Equity
-----------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2001	                66,602,016  $6,660  3,454,971                $(1,400)  $(2,991,621)  $468,610
Stock Cancelled                         (9,150,629)   (915)    86,621                                          85,706
Stock Issued                             1,272,999     127     15,785                                          15,912
Compensation through options                                   92,250                                          92,250

Net (Loss)                                                                                        (689,462)  (689,462)
-----------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2002                 58,724,386   5,872  3,649,627        -        (1,400)   (3,681,083)   (26,984)
                                       ================================================================================
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)   (97,369)
-----------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2003                230,955,970  23,096  3,632,404        -        (1,400)   (3,778,452)  (124,353)
                                       ================================================================================



The accompanying notes are in integral part of these statements.
</table>
<page>



<table>

                                     BROADBAND WIRELESS INTERNATIONAL CORPORATION
                                           Statements of Stockholders' Equity

                                         <c>       <c>      <c>          <c>         <c>        <c>           <c>
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                                          20,000

Shares Canceled EDTV
September 30, 2003                     (48,218,116) (4,822)     4,822                                             -
Shares Issued S-8
September 30, 2003                       9,600,000     960    479,040                                         480,000

Shares Issued S-8
February 12, 2004                        2,000,000     200     99,800                                         100,000

10% Stock Dividend
March 29, 2004                          20,800,000   2,080  1,037,920                           (1,040,000)       -
Contributed Services                                           12,000                                          12,000

Net (Loss)                                                                                        (804,128)  (804,128)
-----------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2004                228,776,854  22,878  5,284,622        -        (1,400)   (5,622,580)  (316,481)
                                       ================================================================================


The accompanying notes are in integral part of these statements.







</table>
<page>


<table>                                        BROADBAND WIRELESS INTERNATIONAL CORPORATION
                                                    Statements of Stockholders' Equity
                                          <c>        <c>       <c>          <c>          <c>        <c>           <c>
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                                            312,000

Shares Issued S-8
June 9, 2004                              12,600,000    1,260    376,740                                            378,000

Contributed Services                                               3,000                                              3,000

Shares Issued - Private Placement
July 26, 2004                             15,000,000    1,500    148,500                                            150,000

Shares Issued S-8
September 14, 2004                         1,000,000      100      9,900                                             10,000

Shares Issued S-8
September 16, 2004                         3,000,000      300     29,700                                             30,000

Shares Issued - Private Placement
September 16, 2004                         3,546,668      355     35,112                                             35,467

Shares Issued S-8
October 1, 2004                            2,000,000      200     19,800                                             20,000

Shares Issued - Private Placement
October 15, 2004                          12,740,000    1,274    126,126                                            127,400

Shares Issued S-8
October 21, 2004                           8,500,000      850     84,150                                             85,000

Shares Issued S-8
November 2, 2004                           3,000,000      300     29,700                                             30,000

Stock Subscriptions                                                          347,687                        (50)    347,637
Net (Loss)                                                                                           (1,788,370) (1,788,370)
------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005                  348,781,638   34,879  6,453,488     347,687       1,400)    (7,411,000)   (576,347)
                                         =====================================================================================
Stock Subscriptions                                                           72,800                                 72,800
Net (Loss)                                                                                             (224,356)   (224,356)
------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005                  348,781,638   34,879  6,453,488     420,487      (1,400)    (7,635,356)   (727,903)
                                         =====================================================================================
</table>         The accompanying note are an integral part of these statements.
<page>


<table>
<caption>
                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                            Statements of Cash Flows
<c>                                        <c>              <c>
                                            Year             Year
                                            ended            ended
                                           March 31,        March 31,
                                            2006              2005

Operating Activities
  Net Income (Loss)                 $    (224,356)    $  (1,788,370)
  Adjustments to Net Income (Loss)
  Depreciation                              1,064               532
  Contributed Services                         -                 -
  S-8 Shares Issued for Services               -            865,000
  Change in Receivables                     9,435            (9,435)
  Change in Payables                       69,349           523,778
  Change in Accrued Payables                5,438                -
                                         ---------         ----------
Cash Provided (Used) by
Operating Activities                     (139,070)         (408,495)
                                         ---------         ----------
Investing Activities
  Adjustment for Net Assets                   -                  -
  Fixed Assets                                -              (6,067)
                                         ---------         ----------
Cash Provided (Used) by
Investing Activities                          -              (6,067)
                                         ---------         ----------
Financing Activities
  Short Term Note Payable                  (5,585)            5,585
  Due to Related Party                     71,376          (253,843)
  Stock Dividends                             -                 (50)
  Stock Subscriptions                      72,800           347,687
  Common Stock                                -               7,951
  Additional Paid-In Capital                  -             307,916
                                         ---------         ----------
Cash Provided (Used)
Financing Activities                      138,591           415,246
                                         ---------         ----------
Net Change in Cash                           (479)              684

Beginning Cash Balance                      1,046               362
                                         ---------         ----------
Ending Cash Balance                        $  567          $  1,046
                                         =========         ==========






The accompanying notes are an integral part of these statements.




</table>
<page>





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

An SEC receiver was appointed by the courts on August 11, 2000 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, the bankruptcy, the continuing
operating losses, the working capital deficit, and the failure of the Company
to pursue its proposed business plan/business model, it has been difficult to
interest investors in the Company. However, management continues 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

Since inception, the Company has had only minimal financial income. This
minimal income was recognized when earned.
<page>


Accounts Receivable

The Company has not recorded any Oil & Gas Royalties Receivable from Talisman
Oil & Gas, the entity that operates the properties which the Company holds a
royalty interest. Talisman has been served with a copy of a lawsuit brought
against the Company by an unsecured creditor.  In response, Talisman has
withheld remittance of Royalties. Further, the Company has not been provided
with run statements supporting the amounts of withheld royalties. As such and
in consideration of the pending lawsuit, the Company has not recognized any
royalty receivables.

Equipment and Vehicles

Equipment and vehicles are depreciated using the straight-line method over
their estimated useful lives, ranging between five and seven years.

Fixed assets at March 31, 2006 and March 31, 2005 consisted of the following:

                                               3/31/06              3/31/05
                                              ---------            ---------
Equipment and Vehicles                          6,067                6,067
Less: Accumulated depreciation                 (1,596)                (532)
                                                4,471                5,535
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 September 30, 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.
<page>


Advertising

Advertising costs are expensed as incurred.  Advertising expense totaled $0
for the period ended March 31, 2006 and $0 for the year ended March 31, 2005.

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 that was fully depleted
years ago.  The properties continue to produce hydrocarbons in commercial
quantities.

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 2006

During the year ended March 31, 2006, the Company continued to accept common
stock subscriptions in the amount of $72,800. No shares have been issued
pursuant to this these subscriptions as the Company's transfer agent has
refused to issue any new certificates as it is an unsecured creditor of the
Company.

YEAR 2005

During the year ended March 31, 2005, 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 ended March 31, 2005, 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


<page>


The Company registered and issued S-8 stock seven times to pay consultants.
This was done due to extreme shortage of cash 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

At December 31, 2005, the Company had received $415,987 in common stock
subscription funds.  The shares of common stock have not been issued.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 that Mr. Miertschin
would have received had the original shares been issued.  As of December 31,
2005, the Company had not issued any shares to Mr. Miertschin.

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 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 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% stock dividend of 20,800,000.

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.

<page>


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 the current period is
detailed below:

                                                  Number of
                                                   Options
                                                 ----------
March 31, 2005                                   3,075,000
Activity for year                                 (150,000)  Expired on 6/24/05
                                                 ----------
March 31, 2006                                   2,925,000

The detail of the ending balance is as follows.

                                 Shares          Exercise           Exercise
                                                  Date               Price
                               ---------         --------           --------
                                 500,000         05/25/06            $0.08
                                 125,000         07/06/06            $0.10
                               2,250,000         08/08/06            $0.08
                                  50,000         12/04/06            $0.10
                               ---------         --------           --------
March 31, 2006                 2,925,000
                               =========
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 bases 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.

<page>


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

                                          2006          2005          2004
                                      ----------    ----------    ----------
Deferred Tax Asset                    $2,242,404    $2,166,123    $1,558,077
Valuation Allowance                   (2,242,404)   (2,166,123)   (1,558,077)
                                      ----------    ----------    ----------
Net Tax Asset                         $    -0-      $    -0-      $    -0-
                                      ==========    ==========    ==========

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

                                          2006          2005          2004
                                       ---------     ---------     ---------
Net change in the deferred tax benefit  $76,281       608,063       627,003
Net change in the valuation account     (76,281)     (608,063)     (627,003)
                                       ---------     ---------     ---------
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,
2006.

                                            Amount            Last year
                                         -----------          ----------
Amount available prior to year 2003       $3,681,083            2022 and prior
Amount available from year 2003               97,369            2023
Amount available from year 2004              804,128            2024
Amount available from year 2005            1,788,370            2025
Amount available from year 2006              224,356            2026
                                          ----------          ----------
Total                                     $6,595,306

The Company sustained losses during the year ended March 31, 2006.

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. The defendants moved this
case to federal court 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.
<page>


SUIT BY FORMER CONTRACTOR

A former contractor filed suite against the Company for alleged back
commissions and stock. The time period involved was May 2002 to approximately
November 2002. Management believes this suit is without merit and since has
been resolved.

SUIT BY UNSECURED CREDITOR

An unsecured creditor of the Company has filed a lawsuit against the Company. A
copy of the suit has been delivered to Talisman Oil & Gas of Alberta Canada.
Talisman has responded by withholding payments to the Company for oil and gas
royalties due to the Company.  The Company does not dispute the creditor's
claim excepting the amount being claimed. However, the Company has recognized a
liability in the amount claimed.

NOTE 6. RELATED PARTY TRANSACTIONS

An officer, Director, 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 formally executed notes evidencing this liability
nor has any interest rate or rates been established. The amount owing to this
stakeholder 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

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. n 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
<page>


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.




























<page>



MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED







CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We  consent  to  the  use,  in  the  statement  on  Form  10  KSB  of Broadband
Wireless  International Corporation, of our report dated September 12, 2006,
on our audit of the financial statements of Broadband  Wireless International
Corporation  as  of  March  31,  2006,  and  the  related statements  of
operations, stockholders' equity and cash flows for  the  year then ended, and
the reference  to us under the caption "Experts."







/s/ Moore & Associates, Chartered



Moore & Associates Chartered
Las Vegas, Nevada
September 12, 2006
























2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)253-7511
Fax (702)253-7501
<page>


                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

    Signature                   Title                          Date
___________________________________________________________________________

BROADBAND WIRELESS INTERNATIONAL CORPORATION.


_____________________________________
/s/Michael Williams
By Michael Williams                                       September 15, 2006
President, Chief Executive Officer, and Director

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.

______________________________________
/s/ Michael Williams,                                     September 15, 2006
By: Michael Williams
President, Chief Executive Officer, and Director


______________________________________
/s/ Marjone Mamaghani                                     September 15, 2006
By: Marjone Mamaghani        Director


<Page>


                            SECTION 302 CERTIFICATION

I, Michael Williams, certify that:

1. I have reviewed the annual report on Form 10-KSB of Broadband Wireless
International Corporation.;

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

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

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
   and have:
   a) Designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within
      those entities, particularly during the period in which this report
      is being prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date
      of this report (the "Evaluation Date"); and
   c) presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors and the audit
   committee of registrant's board of directors:
   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses
      in internal controls; and
   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls.

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

 /s/ Michael Williams
President, CEO, and Chairman of the Board        Date: September 15, 2006
<Page>


                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Broadband Wireless International
Corporation., (the "Company") of Form 10-KSB for the period ending March 31,
2006, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Michael Williams, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1.) the report fully complies with the requirements of Section 13(a) or 15 (d)
of the Securities Exchange Act of 1934; and

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

       /s/ Michael Williams
       By: Michael Williams
       President, and Chief Executive Officer

Date: September 15, 2006
<Page>