U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-QSB /A

[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended:  December 31, 2005.

[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from  to.

Commission file number:  N/A



|IBroadband, Inc.
(Name of small business issuer in its charter) | Nevada
(State or other jurisdiction of incorporation or organization)        
|--------------------------------------------------------------- | -----------------------------------------------------------------------------
|88-0464894
(I.R.S. Employer Identification No.)                 | 14286 Gillis Rd.  Farmers Branch, TX
(Address of principal executive offices)
|Issuer's telephone number:  (972) 458-0909                      | 75244
(Zip Code)                                                             



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[ ]

Applicable only to corporate issuers:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 19,650,135 of Common Shares.

Transitional Small Business Disclosure Format (check one):

Yes.[ ]  No[X]





Table of Contents

|Part I:  Financial Information                               | 3    
|------------------------------------------------------------ | -----
|Item 1:  Financial Statements                                | 3    
|Consolidated Balance Sheets                                  | 3 - 4
|Consolidated Statement of Operations                         | 5    
|Statement of Cash Flow                                       | 6    
|Notes to Financial Statements                                | 7    
|Item 2:  Managements Discussion & Analysis                   | 8    
|Item 3:  Controls and Procedures                             | 8    
|Part II:  Other Information                                  | 9    
|Item 1:  Legal Proceedings                                   | 9    
|Item 2:  Changes in Securities                               | 9    
|Item 3:  Defaults Upon Senior Securities                     | 9    
|Item 4:  Submission of Matters to a Vote to Security Holders | 9    
|Item 5:  Other Information                                   | 9    
|Item 6:  Exhibits and Reports 8-K                            | 9    
|Signatures                                                   | 10   











Part I:  Financial Information

Item 1:  Financial Statements



iBroadBand, Inc.

Consolidated Balance Sheets

(Unaudited)



|                                                                                                                                                    | Fiscal Year Ended September 30, 2005 | Three Months Ended December 31, 2005
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------
|ASSETS                                                                                                                                              |                                      |                                     
|Current Assets                                                                                                                                      |                                      |                                     
|Cash and cash equivalents                                                                                                                           | $2,623                               | $6,841                              
|Accounts receivable, net of allowance for uncollectible
accounts of  $8,722  and $11,532, at September 30, 2005 and December 31, 2005, respectively | $465                                 | $1,194                              
|Inventory                                                                                                                                           | $70,578                              | $70,286                             
|Prepaid expenses                                                                                                                                    | $2,250                               | $3,150                              
|                                                                                                                                                    |                                      |                                     
|Total current assets                                                                                                                                | $75,916                              | $81,471                             
|                                                                                                                                                    |                                      |                                     
|Fixed Assets:                                                                                                                                       |                                      |                                     
|Property and Equipment                                                                                                                              | $ 1,982,273                          | $1,986,231                          
|Less: accumulated depreciation                                                                                                                      | (1,949,333)                          | (1,956,904)                         
|                                                                                                                                                    |                                      |                                     
|Total Fixed Assets                                                                                                                                  | $32,940                              | $29,327                             
|                                                                                                                                                    |                                      |                                     
|Other Assets:                                                                                                                                       |                                      |                                     
|Deposits                                                                                                                                            | $3,794                               | $3,594                              
|                                                                                                                                                    |                                      |                                     
|Total Other Assets                                                                                                                                  | $3,794                               | $3,594                              
|                                                                                                                                                    |                                      |                                     
|Total Assets                                                                                                                                        | $112,650                             | $114,392                            





The accompanying notes are an integral part of the financial statements.



3







iBroadBand, Inc.

Consolidated Balance Sheets (Continued)

(unaudited)







|                                                                                                                                                                      | Fiscal Year Ended September 30, 2005 | Three Months Ended December 31, 2005
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------
|Liabilities and Stockholders' Deficit                                                                                                                                 |                                      |                                     
|Liabilities                                                                                                                                                           |                                      |                                     
|Accounts payable                                                                                                                                                      | $483,08 2                            | $488, 553                           
|Accrued expenses                                                                                                                                                      | $956,740                             | $1,012,017                          
|Accrued liabilities-employees                                                                                                                                         | $9,742                               | $10,446                             
|Notes payable-                                                                                                                                                        |                                      |                                     
|Majority Shareholder                                                                                                                                                  | $1,669,367                           | $1,804,367                          
|Others                                                                                                                                                                | $453,799                             | $453,799                            
|Deferred revenues                                                                                                                                                     | $2,993                               | $5,283                              
|                                                                                                                                                                      |                                      |                                     
|Total current liabilities                                                                                                                                             | $3,575,72 3                          | $3,774, 465                         
|                                                                                                                                                                      |                                      |                                     
|Commitment and contingencies                                                                                                                                          |                                      |                                     
|                                                                                                                                                                      |                                      |                                     
|Stockholders' Deficit:                                                                                                                                                |                                      |                                     
|Common stock, $0.001 par value; 200,000,000 shares authorized and 19,638,804 and 19,650,135 issued and outstanding at September 30 and December 31, 2005 respectively | $19,639                              | $19,650                             
|Additional paid-in-capital                                                                                                                                            | $ 10,766,956                         | $ 10,766,956                        
|Retained deficit                                                                                                                                                      | ( 14,249,668
)                       | ( 14,446,679
)                      
|Total stockholders' deficit                                                                                                                                           | (3,463,07 3
)                        | ( 3,660,073
)                       
|Total liabilities and stockholders' deficit                                                                                                                           | $112,650                             | $114,392                            



The accompanying notes are an integral part of the financial statements.



4





iBroadband, Inc.

Consolidated Statements of Operations

(unaudited)







| | For the Three Months Ended December 31,
| | ---------------------------------------



|                                                  | Restated
2004 | 2005       
|------------------------------------------------- | ------------- | -----------
|REVENUE:                                          |               |            
|Service Revenue                                   | $176,910      | $148,984   
|Total Revenues                                    | $176,910      | $148,984   
|Costs of Revenues:                                |               |            
|Cost of Services                                  | $72,094       | $62,038    
|Gross Profit                                      | $104,816      | $86,946    
|Expenses:                                         |               |            
|Salaries and Benefits                             | $146,638      | $176,878   
|Depreciation & amortization                       | $44,012       | $7,572     
|Other Expenses                                    | $86,999       | $44,316    
|Total Expenses                                    | $277,649      | $228,766   
|                                                  |               |            
|Net income (loss) before other income (expense)   | $(172,833)    | (141,820)  
|                                                  |               |            
|Other Income (Expense):                           |               |            
|Interest Expense                                  | (171,209)     | (55,191)   
|Gain on Early Debt  Extinguishment                | $16,965       | 0          
|Inventory revaluation and adjustment              | $(20,648)     | 0          
|                                                  |               |            
|Net loss before income taxes                      | (347,725)     | (197,011)  
|                                                  |               |            
|Provision for income taxes                        | 0             | 0          
|                                                  |               |            
|Net Loss                                          | (347,725)     | (197,011)  
|Basic and dilutted loss per share                 | (0.01)        | (0.01)     
|                                                  |               |            
|Weighted average common shares basic and dilutted | $19,638,804   | $19,639,051



The accompanying notes are an integral part of the financial statements.



5



iBroadband, Inc.

Consolidated Statements of Cash Flows

(Unaudited)





|                                                                      | Restated
For the Three Months Ended December 31, 2004 | For the Three Months Ended December 31, 2005
|--------------------------------------------------------------------- | ----------------------------------------------------- | --------------------------------------------
|Cash from operating activities:                                       |                                                       |                                             
|Net (Loss)                                                            | (347,725)                                             | (197,011)                                   
|                                                                      |                                                       |                                             
|Adjustments to reconcile net loss to                                  |                                                       |                                             
|net cash used in operating activities:                                |                                                       |                                             
|Depreciation/amortization                                             | $44,012                                               | $7,571                                      
|Deferred compensation forgiven by officers                            | $213,631                                              |                                             
|Change in operating assets and liabilities:                           |                                                       |                                             
|Inventory                                                             | $45,846                                               | $292                                        
|Accounts receivable                                                   | (1.355)                                               | (729)                                       
|Prepaid expenses                                                      | (1,000)                                               | (900)                                       
|Other assets                                                          | $44,124                                               | $200                                        
|Accounts payable                                                      | $60,81 8                                              | $5,145                                      
|Accrued liabilities                                                   | (133,739),                                            | $55,277                                     
|Accrued liabilities 
 employees                                      | $1,367                                                | 704                                         
|Deferred revenues                                                     | $11,215                                               | $2,209                                      
|                                                                      |                                                       |                                             
|Net cash used in operating activities                                 | (62,806,)                                             | (127,161)                                   
|                                                                      |                                                       |                                             
|Cash flows from investing activities:                                 |                                                       |                                             
|Purchase of fixed assets                                              | (21,697)                                              | (3,958)                                     
|Treasury stock sale                                                   |                                                       | $337                                        
|Capital lease payments                                                | (93,806)                                              |                                             
|                                                                      |                                                       |                                             
|Cash flows from financing activities:                                 |                                                       |                                             
|Adjustment to conversion of common stock for accrued interest payable | (30,729)                                              |                                             
|Notes payable borrowings                                              | $191,894                                              | $135,000                                    
|                                                                      |                                                       |                                             
|Increase (decrease) in cash                                           | $13,58 5                                              | $4,218                                      
|                                                                      |                                                       |                                             
|Cash balance, beginning of period                                     | (3,721)                                               | $2,623                                      
|Cash balance, end of period                                           | $9,86 4                                               | $6,841                                      



The accompanying notes are an integral part of the financial statements.







6







iBroadband, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2005



NOTE 1: Loss per Common Share



Basic loss per share is computed using the weighted average number of common shares outstanding during the period. The 19,638,804 common shares outstanding resulting from the post merger exchange with iBroadband of Texas, Inc. on September 30, 2005, was deemed to be the weighted average number of common shares outstanding for the three months ended December 31, 2004.  The 19,639,051 common shares outstanding for the three months ended December 31, 2005 includes weighting for 11,331 additional shares issued in exchange for iBroadband of Texas, Inc. stock on December 30, 2005.



NOTE 2: Related Party Transactions



During the quarter ended December 31, 2005 the Company received additional funds through its line of credit from the majority shareholder in the amount of  $135,000. Total borrowings from the majority shareholder were $1,804,367 at quarter end.



NOTE 3: Notes Payable



Notes payable increased $135,000 from the previous fiscal year end, all as a result of additional borrowings from the majority shareholder.



NOTE 4: Adjustments



Adjustments were recorded in December of 2004 as a result of the Companys independent audit. Some of these adjustments affect periods other than the three months ended December 30, 2004. The following listing indicates the approximates amounts related to other periods:



Interest Expense                                    $  106,241

Depreciation Expense                            $   16,461





NOTE 5: Restatement



Financial statements for the three months ended December 31, 2004 have been restated from the previous filing. The differences are due to compilation errors for the period. Annualized audit entries, which were properly included as part of prior period results, were erroneously included in compilation of the current quarter. The changes are detailed below:



Net Income previously reported                                          $ (    5,907)

Deferred salaries adjustment applicable to

Prior periods                                                                       (199,631)

Revaluation of inventory                                                         (110,370)

Adjustment to cost of services related to

Prior period sales                                                               
( 31.817)



Revised Net Income                                                              $(347,725)

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Item 2: MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

REVENUES:

Revenues for the three months ended December 31, 2005 decreased by $27,926 as compared to the three months ended December 31, 2004. This decrease is due to a reduced marketing budget resulting in customer cancellations exceeding new customer sales. Additionally, the average monthly price for Internet service declined because of competitive pressure.



A portion of the decrease is also attributed to lower sales of excess inventory  which were $8,125 in the quarter ended December 31, 2004 as compared to $5,000 in the comparable period of 2005, a drop of $$3,125.



COST OF REVENUES:

Costs of revenues for the quarter ended December 31, 2005 versus the comparable quarter for the previous year were lower by $10,056. This is primarily the result of the sale of older technology inventory at a cost of $7,976 during the quarter ended December 31, 2004 compared to zero sales of such equipment during the quarter ended December 31, 2005. The remainder of the difference is due to minor differences in broadband services cost and cost of roof rentals.





Additionally, prices for broadband connections increased slightly over the comparable periods. Broadband services expense for the three months ended December 31, 2005 were $31,049 compared to $26,331 for the same quarter of the previous year, an increase of $4,718.



SALARIES, BENEFITS AND DEFERRED COMPENSATION:

Salaries and benefits increased $30,240 for the comparable periods. This is due to staff increase during the course of 2005.



DEPRECIATION AND AMORTIZATION:

Depreciation expense decreased from $44,012 for the quarter ended December 31, 2004 to $7,572 for the quarter ended December 31, 2005. The majority of the Companys assets was  purchased in late 2000 and early 2001 and were depreciated over a three year life and most were fully depreciated by the quarter ended December 31, 2005. A majority of the assets remain in service.



OTHER EXPENSES:

Other expenses include General & Administrative Costs, Facility Costs, Network Operations Expenses and certain other charges. Other expenses for the quarter ended December 31, 2005 were $42,683 less than the same quarter of 2004. A $43,520 drop in legal expenses primarily represents this reduction



INTEREST EXPENSE:

Interest expense was $116,018 less in the quarter ended December 31, 2005 as compared to the quarter ended December 31, 2004. The Company recorded a $131,425 adjustment to interest expense in the quarter ended December 31, 2004 for default interest on past due notes with certain vendors and to adjust interest applicable to its notes payable to the majority shareholder. All other routine interest charges increased $15,407 due to increased borrowings.



SUMMARY DISCUSSION OF LIQUIDITY



The Company suffers monthly losses and relies on continuing loans from its majority shareholder in order to pay its current operating expenses.  If the majority shareholder should at any time be unable or unwilling to fund the Companys monthly losses, the Company would be unable to continue its business.



The majority shareholders monthly loans only fund current expenses.  The Company has no cash or cash equivalents to pay its overdue Accounts Payable, Accrued Expenses and outstanding loans.  The largest of the creditors is our majority shareholder, who as of March 31, 2006 is owed $1,963,367.  Currently, none of those creditors, as for example, Hutton Communications, has made any claim or demand for payment.  However, as our certified public accountants have warned, the Company cannot pay its debt without debt forgiveness from creditors.



The Company can only continue in business within the next 12 months if sufficient capital is raised and/or obtain substantial debt relief from creditors.  The Company is currently engaged in efforts to raise capital from both foreign and domestic sources, but it has no agreements in place for any financing.  The Company cannot guarantee that it will be able to raise the necessary capital to continue operations, or if it does raise such capital, that it will be able to operate profitably.





FORWARD-LOOKING STATEMENTS



Information included or incorporated by reference in this quarterly report may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words may, will, should, expect, anticipate, estimate, believe, intend or project or the negative of these words or other variations on these words or comparable terminology.





ITEM 3: CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



The Companys management, with the participation of the Companys Chief Executive and Principal Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2005.

8

Based on such evaluation, the Companys Chief Executive and Principal Financial Officer has concluded that, as of the end of such period, the Companys disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.



There have not been any changes in the Companys internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.





PART II.   OTHER INFORMATION



ITEM 1: LEGAL PROCEEDINGS



None.



ITEM 2: UNREGISTERED SALES OF EQUITY



None.



ITEM 3:  DEFAULTS UPON SENIOR SECURITIES



None.





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



There were no matters submitted to a vote of security holders during the period covered by this report.





ITEM 5.  OTHER INFORMATION



None.







Item 6:  Exhibits and Reports on Form 8-K

(a) Exhibits Schedule

The exhibits marked with an * were filed with the companys 10SB on April 19, 2006.
*3.1 Articles of Incorporation

*3.2 Bylaws

31 Rule 13a-14(a)/15d-14(a) Certifications

32 Section 1350 Certifications



(b) Reports on Form 8-K filed this period.

None.

9







Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.IBroadband, Inc.(Registrant)

By: /s/  Matthew Hutchins

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

Title:  President/CEO/ Principal Financial Officer and Principal Accounting Officer
 
 
Date: June 26, 2006







10