Corridor Communications Corp – ‘424B3’ on 10/18/04

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Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                           151    679K 

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 PROSPECTUS PURSUANT TO RULE 424(B)(3) OF THE SECURITIES ACT OF 1933
DATED OCTOBER 18, 2004

 CORRIDOR COMMUNICATIONS CORP.
 671,547,334 SHARES OF
COMMON STOCK

      This prospectus relates to the resale by the selling stockholders of up to
671,547,334 shares of our common stock, including up to 157,745,264 shares of   
common stock underlying convertible debentures, 256,275,000 shares of common    
stock underlying Series A Convertible Preferred Stock, 22,296,911 shares of     
common stock issuable upon exercise of reset options, up to 224,973,750 shares  
of common stock issuable upon the exercise of common stock purchase warrants and
10,256,410 shares of common stock presently outstanding.                        

    The convertible debentures issued in May 2003, October 2003 and November
2003 and the related interest and incurred penalties are convertible into our   
common stock at the lower of $0.05 or 65% of the average of the three lowest    
intraday trading prices for the common stock on a principal market for the 30   
trading days before, but not including the conversion date. The convertible     
debentures issued in May 2003 in connection with the Modification Agreement     
entered with Alpha Capital Aktiengesellschaft and the related interest and      
incurred penalties are convertible into our common stock at the lower of $0.385 
or 70% of the average of the three lowest intraday trading prices for the common
stock on a principal market for the 30 trading days before, but not including   
the conversion date. The reset option that we issued in connection with the unit
financing we entered in February 2002, which was subsequently amended in June   
2002, provides that the number of shares comprising each unit is 21 shares and, 
at any time, but only one time for each unit, until June 18, 2005, at the option
of the purchaser, the number of shares comprising each unit may be increased by 
the difference between (A) $8.00 divided by 70% of the average of the lowest    
three intraday trading prices for our common stock during the 20 trading day    
period ending one trading day prior to the date of exercise of such option, less
(B) 21. The shares of Series A Convertible Preferred Stock are convertible into 
shares of common stock at the price of $.02 per share; provided, however, under 
certain circumstances amounting to a breach of our obligations under our        
agreements with the investors, the conversion price would become the lesser of  
$0.02 or 80% of the average of the three lowest intraday trading prices during  
the 20 trading days immediately prior to the conversion date. The selling       
stockholders may sell common stock from time to time in the principal market on 
which the stock is traded at the prevailing market price or in negotiated       
transactions. The selling stockholders are underwriters of the shares of common 
stock, which they are offering. We will pay the expenses of registering these   
shares.                                                                         

Our common stock is registered under Section 12(g) of the Securities
Exchange Act of 1934 and is listed on the Over-The-Counter Bulletin Board under 
the symbol "CORR". The last reported sales price per share of our common stock  
as reported by the Over-The-Counter Bulletin Board on October 5, 2004 was       
$.01.                                                                           

INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE "RISK 
FACTORS" BEGINNING ON PAGE 4.                                                   

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense.                                                               

    The date of this prospectus is October 18, 2004.

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PROSPECTUS SUMMARY

Before making an investment decision, you should read the entire    
prospectus carefully, including the "risk factors" section, the financial       
statements and the notes to the financial statements.                           

 CORRIDOR COMMUNICATIONS CORP.

     We are engaged in the provision of high speed Internet access through the
use of wireless fidelity technology and the provision of cable services in New  
Mexico, Arizona and Nevada. For the six months ended June 30, 2004, we did not  
generate revenues and incurred net losses of $3,566,148. In addition, for the   
year ended December 31, 2003, we generated revenue in the amount of $1,514,548  
and a net loss of $9,437,989. As a result of recurring losses from operations   
and a net deficit in both working capital and stockholders' equity our auditors,
in their report dated February 25, 2004, have expressed substantial doubt about 
our ability to continue as going concern.                                       

  Our principal offices are located at 9333 East Main Street, Suite 122,
Mesa, Arizona 85207, and our telephone number is (480) 380-5855. We are a       
Delaware corporation.                                                           

The Offering                                                                    

Common stock offered by selling                                                 
stockholders ..............................  Up to 671,547,334 shares,          
                                 including the following

                                     o     10,256,410 shares of common stock
                      outstanding;

                                      o     up to 157,745,264 shares of common
                                      stock underlying convertible
                                     debentures in the amount of
                                           $2,115,697 (includes a good faith
                                           estimate of the shares underlying
                                           convertible debentures to account
                                   for market fluctuations),

                                      o     up to 256,275,000 shares of common
                                          stock underlying 1,457 shares of
                                          preferred stock (includes a good
                                      faith estimate of the shares
                                       underlying preferred stock to
                                           account for market fluctuations),

                                     o     up to 22,296,911 shares of common
                                           stock issuable upon exercise of a
                                        reset option underlying a unit
                                          financing (includes a good faith
                                           estimate of the shares underlying
                                        preferred stock to account for
                                   market fluctuations), and

                                      o     up to 224,973,750 shares of common
                                          stock issuable upon the exercise
                                           of common stock purchase warrants
                                            (includes a good faith estimate of
                                         the shares underlying the reset
                                            option to account for antidilution
                                            and price protection adjustments).

                                          This number represents 45.66% of
                                     our then outstanding stock.

Common stock to be outstanding after                                            
the offering...............................  Up to 1,470,658,833  shares        

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Use of proceeds............................  We will not receive any proceeds   
                                            from the sale of the common stock.
                                           However, we will receive the sale
                                           price of any common stock we sell
                                         to the selling stockholder upon
                                      exercise of the warrants. We
                                    expect to use the proceeds
                                           received from the exercise of the
                                       warrants, if any, for general
                                            working capital purposes. However,
                                          the selling stockholders will be
                                           entitled to exercise the warrants
                                           on a cashless basis if the shares
                                        of common stock underlying the
                                          warrants are not then registered
                                  pursuant to an effective
                                        registration statement. In the
                                            event that the selling stockholder
                                     exercises the warrants on a
                                          cashless basis, then we will not
                               receive any proceeds.

EXPLANATORY NOTE: WE INITIALLY INTENDED TO AMENDED THIS PROSPECTUS TO INCREASE  
THE NUMBER OF SHARES INCLUDED HEREIN UPON FILING OUR CERTIFICATE OF AMENDMENT TO
OUR CERTIFICATE OF INCORPORATION, WHICH HAS BEEN APPROVED BY STOCKHOLDERS       
HOLDING A MAJORITY OF OUR OUTSTANDING COMMON STOCK. HOWEVER, DUE TO THE FACT    
THAT WE ARE PREPARED TO GO EFFECTIVE AT THIS TIME, WE HAVE ELECTED TO PROCEED   
WITH THIS PROSPECTUS WITHOUT AMENDING IT TO INCLUDE ADDITIONAL SHARES OF COMMON 
STOCK THAT MAY BE ISSUABLE PURSUANT TO OUR CURRENT FINANCING ARRANGEMENTS. AS A 
RESULT, WE MAY NOT HAVE AN ADEQUATE NUMBER OF SHARES INCLUDED ON THIS PROSPECTUS
AND MAY NEED TO FILE AN ADDITIONAL REGISTRATION STATEMENT REGISTERING SHARES FOR
OUR CURRENT FINANCING ARRANGEMENTS.                                             

    The above information regarding common stock to be outstanding after the
offering is based on 799,111,499 shares of common stock outstanding as of       
October 5, 2004 and assumes the subsequent conversion of our issued convertible 
debentures and exercise of warrants by our selling stockholders.                

In December 2001, we entered into a financing agreement with Bristol
Investment Fund, Ltd., pursuant to which we issued and sold to Bristol          
Investment Fund, Ltd. a 12% two-year secured convertible debenture in the       
principal amount of $500,000, investment options for the purchase up to $500,000
of our common stock, and 1,000,000 warrants to purchase shares of our common    
stock, subject to antidilution adjustment. The additional secured convertible   
debenture and the investment options for the purchase up to $500,000 of our     
common stock as required under the terms of the Bristol financing were          
subsequently terminated as a result of the non-registration of the initial      
secured convertible debenture held by Bristol. The debenture has been converted 
into shares of common stock in its entirety. This prospectus relates to the     
resale of the common stock underlying the warrants issued pursuant to this      
financing.                                                                      

     In February 2002, we sold a total of 225,000 units at a purchase price of
$8.00 per unit to three accredited investors for an aggregate purchase price of 
$1,800,000 of which Stonestreet Limited Partnership currently holds the right to
reset 39,750 units. In addition, for each unit purchase, the investors received 
three common stock purchase warrants. At any time but only one time for each    
unit, until June 18, 2005, at the option of each purchaser, the number of shares
comprising each unit may be increased by the difference between (A) $8.00       
divided by 70% of the average of the lowest three intraday trading prices for   
our common stock during the 20 trading day period ending one trading day prior  
to the date of exercise of such option, less (B) 21. This prospectus relates to 
the resale of the common stock underlying the reset options and warrants held by
Stonestreet Limited Partnership.                                                

In May 2003, we agreed to modify Alpha's unit investment whereby, in
consideration of the cancellation of the reset option, we issued a secured      
convertible debenture in the amount $910,120. This debenture bears interest at  
12%, matures two years from the date of issuance, and is convertible into our   
common stock, at the selling stockholders' option, at the lower of (i) $0.385 or
(ii) 70% of the average of the three lowest intraday trading prices for the     
common stock on a principal market for the 20 trading days before but not       
including the conversion date. This prospectus relates to the resale of the     
common stock underlying the debenture held by Alpha.                            

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    In June 2002, we issued and sold to Alpha Capital Aktiengesellschaft and
Stonestreet Limited Partnership two convertible notes in the aggregate principal
amount of $450,000 and warrants to purchase up to 135,000 shares of our common  
stock. These warrants have an exercise price of approximately $0.13 per share,  
subject to adjustment The warrants can be exercised any time through and        
including June 18, 2007. This prospectus relates to the resale of the common    
stock underlying the warrants issued in connection with this financing.         

      In May 2003, we entered into a financing agreement with, SDS Capital Group
SPC, Ltd., Alpha Capital Aktiengesellschaft and Bristol Investment Fund, Ltd.,  
pursuant to which we issued and sold 12% two-year secured convertible debentures
in the principal amount of $1,000,000 and 5,000,000 warrants to purchase shares 
of our common stock, subject to antidilution adjustment. The debenture is       
convertible at the holder's option at any time into shares of our common stock  
at the lesser of (i) $0.05 or (ii) 65% of the average of the three lowest       
intraday trading prices for the common stock on a principal market for the 30   
trading days before but not including the conversion date. This prospectus      
relates to the resale of the common stock underlying this convertible debenture 
held by Alpha Capital Aktiengesellschaft and warrants held by SDS Capital Group 
SPC, Ltd., Alpha Capital Aktiengesellschaft and Bristol Investment Fund, Ltd..  

     In September 2003, we entered into a financing agreement with Stonestreet
Limited Partnership, pursuant to which we issued and sold 12% two-year secured  
convertible debentures in the principal amount of $250,000 and 1,250,000        
warrants to purchase shares of our common stock, subject to antidilution        
adjustment. The debenture has been completed converted. This prospectus relates 
to the resale of the common stock underlying the warrants issued in connection  
with this financing.                                                            

 In October 2003, we entered into an agreement with Bristol Investment
Fund, Ltd. and Alpha Capital Aktiengesellschaft whereby we agreed to pay the    
investors, in connection with a senior security interest in the amount of       
$531,397.29, in shares of common stock at a price per share equal to the lessor 
of $.05 and sixty-five percent (65%) of the average of the lowest three intraday
trading prices during the thirty trading day preceding payment. This prospectus 
relates to the resale of the common stock underlying the convertible debentures 
issued in connection with this financing held by Alpha Capital                  
Aktiengesellschaft and 10,256,410 shares of common stock the have been issued to
Bristol Investment Fund Ltd. upon conversion of its senior security interest.   

    In November 2003, we entered into a financing agreement with SDS Capital
Group SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol Investment Fund, Ltd.
and Stonestreet Limited Partnership, pursuant to which we issued and sold 12%   
two-year secured convertible debentures in the principal amount of $1,100,000   
and 5,500,000 warrants to purchase shares of our common stock, subject to       
antidilution adjustment. The debentures are convertible at the holder's option  
at any time into shares of our common stock at the lesser of (i) $0.03 or (ii)  
65% of the average of the three lowest intraday trading prices for the common   
stock on a principal market for the 30 trading days before but not including the
conversion date. This prospectus relates to the resale of the common stock      
underlying this convertible debenture held by SDS Capital Group SPC, Ltd., Alpha
Capital Aktiengesellschaft, and Stonestreet Limited Partnership and warrants    
held by SDS Capital Group SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol  
Investment Fund, Ltd. and Stonestreet Limited Partnership.                      

      In July 2004, we entered into a financing agreement with SDS Capital Group
SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol Investment Fund, Ltd. and  
Stonestreet Limited Partnership, pursuant to which we issued and sold an        
aggregate of 1,457 shares of Series A Preferred Stock and common stock purchase 
warrants. The shares of Series A Convertible Preferred Stock are convertible    
into shares of common stock at the price of $.02 per share; provided, however,  
under certain circumstances amounting to a breach of our obligations under the  
agreements with the investors, the conversion price becomes the lesser of $0.02 
or 80% of the average of the three lowest intraday trading prices during the 20 
trading days immediately prior to the conversion date. The warrants are         
exercisable at $.02 per share. This prospectus relates to the resale of the     
common stock underlying the Series A Convertible Preferred Stock and the related
warrants held by SDS Capital Group SPC, Ltd., Alpha Capital Aktiengesellschaft, 
Bristol Investment Fund, Ltd. and Stonestreet Limited Partnership.              

In August 2004, we entered into a financing arrangement with Bristol
Investment Fund, Ltd. whereby we borrowed $300,000 pursuant to a secured        
promissory note, which must be repaid within two months. In connection          
therewith, we issued 45,000,000 shares of common stock exercisable at $.0035 to 
Bristol Investment Fund, Ltd. This prospectus relates to the resale of the      
common stock underlying these warrants.                                         

The selling stockholders have contractually agreed to restrict their
ability to convert the debentures or exercise their reset option or warrants and
receive shares of our common stock such that the number of shares of common     
stock held by them and their affiliates after such conversion or exercise does  
not exceed 9.99% of the then issued and outstanding shares of common stock.     

     See the "Selling Stockholders" and "Risk Factors" sections for a complete
description of the convertible debentures, common stock purchase warrants and   
the reset option.                                                               

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RISK FACTORS

   This investment has a high degree of risk. Before you invest you should
carefully consider the risks and uncertainties described below and the other    
information in this prospectus. If any of the following risks actually occur,   
our business, operating results and financial condition could be harmed and the 
value of our stock could go down. This means you could lose all or a part of    
your investment.                                                                

RISKS RELATING TO OUR CURRENT FINANCING ARRANGEMENTS:                           

THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES, RESET 
OPTIONS, WARRANTS AND PREFERRED STOCK THAT MAY BE AVAILABLE FOR FUTURE SALE AND 
THE SALE OF THESE SHARES MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.      

   As of October 5, 2004, we had 799,111,499 shares of common stock issued
and outstanding and 653,531,849 shares of common stock underlying our           
convertible debentures, reset options, warrants and preferred stock. In         
addition, the number of shares of common stock issuable upon conversion of the  
outstanding preferred stock, convertible debentures and exercise of the reset   
option may increase if the market price of our stock declines. All of the       
shares, including all of the shares issuable upon conversion of the debentures, 
conversion of the preferred stock, exercise of the reset option and upon        
exercise of our warrants, may be sold without restriction. The sale of these    
shares may adversely affect the market price of our common stock.               

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE         
DEBENTURES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES,  
WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.                         

Our obligation to issue shares upon conversion of our convertible   
debentures is essentially limitless. The following is an example of the amount  
of shares of our common stock that are issuable, upon conversion of all of our  
convertible debentures in the amount of $2,115,697 (excluding accrued interest  
and penalties), based on market prices 25%, 50% and 75% below the market price  
of $0.01 as of October 5, 2004:                                                 

                                                  Number         % of then
% Below       Price Per      With Discount          of Shares       Outstanding 
Market          Share           at 35%              Issuable          Stock     
------          -----           ------              --------          -----     

25%            $.0075           $.0049            433,989,128        35.19%     
50%            $.0050           $.0033            650,983,692        44.89%     
75%            $.0025           $.0016          1,301,967,385        61.97%     

As illustrated, the number of shares of common stock issuable upon  
conversion of our convertible debentures will increase if the market price of   
our stock declines, which will cause dilution to our existing stockholders. In  
the event that the market price of our shares substantially decreases below the 
current market price, we may not have an adequate number of shares of common    
stock to support the conversion of all of our convertible debentures.           

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE         
DEBENTURES MAY ENCOURAGE INVESTORS TO MAKE SHORT SALES IN OUR COMMON STOCK,     
WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.          

      The convertible debentures are convertible into shares of our common stock
at a 35% discount to the trading price of the common stock prior to the         
conversion. The significant downward pressure on the price of the common stock  
as the selling stockholder converts and sells material amounts of common stock  
could encourage short sales by investors. This could place further downward     
pressure on the price of the common stock. The selling stockholder could sell   
common stock into the market in anticipation of covering the short sale by      
converting their securities, which could cause the further downward pressure on 
the stock price. In addition, not only the sale of shares issued upon conversion
or exercise of debentures, warrants and options, but also the mere perception   
that these sales could occur, may adversely affect the market price of the      
common stock.                                                                   

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IF AN EVENT OF DEFAULT UNDER OUR SERIES A CONVERTIBLE PREFERRED STOCK WERE TO   
OCCUR, THE FIXED CONVERSION PRICE OF $.02 WILL BE TERMINATED AND THE SERIES A   
CONVERTIBLE PREFERRED STOCK WILL BE CONVERTIBLE AT A CONTINUOUSLY ADJUSTABLE    
CONVERSION PRICE FEATURE WHICH COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER
NUMBER OF SHARES AND MAY RESULT IN DILUTION TO OUR EXISTING STOCKHOLDERS.       

    If an event of default under our Series A Preferred Stock were to occur,
it would result in it being converted at a adjustable conversion price equal to 
$0.02 or 80% of the average of the three lowest intraday trading prices during  
the 20 trading days immediately prior to the conversion date. As a result our   
obligation to issue shares upon conversion of our Series A Preferred Stock could
become essentially limitless. The following is an example of the amount of      
shares of our common stock that are issuable, upon conversion of all of the     
Series A Preferred Stock after an event of default, based on market prices 25%, 
50% and 75% below the market price of $0.01 as of October 5, 2004:              

                                                  Number         % of then
% Below       Price Per      With Discount          of Shares       Outstanding 
Market          Share           at 35%              Issuable          Stock     
------          -----           ------              --------          -----     

25%            $.0075           $.006              352,616,167        30.62%    
50%            $.0050           $.004              528,924,250        39.83%    
75%            $.0025           $.002            1,057,848,500        56.97%    

    As illustrated, upon an event of default, the number of shares of common
stock issuable upon conversion of our Series A Preferred Stock will increase if 
the market price of our stock declines, which will cause dilution to our        
existing stockholders. In the event that the market price of our shares         
substantially decreases below the current market price, we may not have an      
adequate number of shares of common stock to support the conversion of all of   
our Series A Preferred Stock.                                                   

THE ISSUANCE OF SHARES UPON CONVERSION OF THE CONVERTIBLE DEBENTURES, CONVERSION
OF OUR PREFERRED STOCK AND EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE 
AND SUBSTANTIAL DILUTION TO OUR EXISTING STOCKHOLDERS.                          

    The issuance of shares upon conversion of the convertible debentures and
exercise of warrants may result in substantial dilution to the interests of     
other stockholders since the selling stockholders may ultimately convert and    
sell the full amount issuable on conversion. Although the selling stockholders  
may not convert their convertible debentures and/or exercise their warrants if  
such conversion or exercise would cause them to own more than 9.99%, and 4.99%  
with respect to Bristol Investment Fund, Ltd.'s December 2001 secured           
convertible debenture, of our outstanding common stock, this restriction does   
not prevent the selling stockholders from converting and/or exercising some of  
their holdings and then converting the rest of their holdings. In this way, the 
selling stockholders could sell more than this limit while never holding more   
than this limit. There is no upper limit on the number of shares that may be    
issued which will have the effect of further diluting the proportionate equity  
interest and voting power of holders of our common stock, including investors in
this offering.                                                                  

IN THE EVENT THAT OUR STOCK PRICE DECLINES, THE SHARES OF COMMON STOCK ALLOCATED
FOR CONVERSION OF THE CONVERTIBLE DEBENTURES AND REGISTERED PURSUANT TO THIS    
PROSPECTUS MAY NOT BE ADEQUATE AND WE MAY BE REQUIRED TO FILE A SUBSEQUENT      
REGISTRATION STATEMENT COVERING ADDITIONAL SHARES. IF THE SHARES WE HAVE        
ALLOCATED AND ARE REGISTERING HEREWITH ARE NOT ADEQUATE AND WE ARE REQUIRED TO  
FILE AN ADDITIONAL REGISTRATION STATEMENT, WE MAY INCUR SUBSTANTIAL COSTS IN    
CONNECTION THEREWITH.                                                           

      Based on our current market price and the potential decrease in our market
price as a result of the issuance of shares upon conversion of the convertible  
debentures, we have made a good faith estimate as to the amount of shares of    
common stock that we are required to register and allocate for conversion of the
convertible debentures. Accordingly, we have allocated and registered           
157,745,264 shares to cover the conversion of the convertible debentures. In the
event that our stock price decreases, the shares of common stock we have        
allocated for conversion of the convertible debentures and are registering      
hereunder may not be adequate. If the shares we have allocated to the           
registration statement are not adequate and we are required to file an          
additional registration statement, we may incur substantial costs in connection 
with the preparation and filing of such registration statement.                 

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IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING CONVERTIBLE          
DEBENTURES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE,  
OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF  
REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE 
OF SUBSTANTIAL ASSETS.                                                          

Our convertible debentures are due and payable, with 12% interest,  
two-years from the date of issuance, unless sooner converted into shares of our 
common stock. In addition, any event of default such as our failure to repay the
principal or interest when due, our failure to issue shares of common stock upon
conversion by the holder, our failure to timely file a registration statement or
have such registration statement declared effective, breach of any covenant,    
representation or warranty in the related Securities Purchase Agreements, the   
assignment or appointment of a receiver to control a substantial part of our    
property or business, the filing of a money judgment, writ or similar process   
against our company in excess of $50,000, the commencement of a bankruptcy,     
insolvency, reorganization or liquidation proceeding against our company or the 
delisting of our common stock could require the early repayment of the          
convertible debentures, including a default interest rate of 15% on the         
outstanding principal balance of the debentures if the default is not cured with
the specified grace period. We anticipate that the full amount of the           
convertible debentures, together with accrued interest, will be converted into  
shares of our common stock, in accordance with the terms of the convertible     
debentures. If we are required to repay the convertible debentures, we would be 
required to use our limited working capital and raise additional funds. If we   
were unable to repay the debentures when required, the debenture holders could  
commence legal action against us and foreclose on all of our assets to recover  
the amounts due. Any such action would require us to curtail or cease           
operations.                                                                     

RISKS RELATING TO OUR BUSINESS:                                                 

BECAUSE OF OUR RECURRING OPERATING LOSSES, STOCKHOLDERS' DEFICIT, WORKING       
CAPITAL DEFICIT AND NEGATIVE CASH FLOW FROM OPERATIONS OUR AUDITOR HAS RAISED   
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE OUR BUSINESS                    

    We have received a report from our independent auditors on our financial
statements for fiscal years ended December 31, 2003 and 2002, in which our      
auditors have included explanatory paragraphs indicating that our recurring net 
losses, stockholders' deficit, working capital deficit, and negative cash flow  
from operations cause substantial doubt about our ability to continue as a going
concern. By issuing an opinion stating that there is substantial doubt about our
ability to continue as a going concern, our auditors have indicated that they   
are uncertain as to whether we have the capability to continue our operations   
and, further, in order to avoid ceasing our operations, we must either generate 
additional revenue and/or raise additional funding. If our recurring operating  
losses, stockholders' deficit, working capital deficit and negative cash flow   
from operations continue, our business could be materially adversely affected.  

WE HAVE A HISTORY OF LOSSES, AND WE WILL NEED ADDITIONAL CAPITAL TO CONTINUE OUR
OPERATIONS. IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL, WE WILL HAVE TO      
CURTAIL OR CEASE OUR OPERATIONS.                                                

As of this date, we have generated limited revenues and incurred    
significant losses. As of December 31, 2003, we had an accumulated deficit of   
approximately $38,048,818 and our consolidated net loss was approximately       
$9,437,989. We have never been profitable and continue to incur losses from     
operations. We expect to incur net losses over the next two years as we expand  
our new operations. We may never generate sufficient revenue, income and cash   
flows to support our operations. Our future revenues could decline by reason of 
factors beyond our control such as technological changes and developments,      
downturns in the economy and decreases in demand for our Internet service. If we
continue to incur losses, if our revenues decline or grow at a slower rate, or  
if our expenses increase without commensurate increases in revenues, our        
operating results will suffer and the price of our common stock may decline.    

     In order to sustain our operations until then, we currently estimate that
we will need funding, in addition to the funding we have generated to date      
including our recent financings, of between $2 million and $3 million in total. 
However, our capital requirements will depend on many factors, including, but   
not limited to, acceptance of and demand for our products, the extent to which  
we invest in new technology and research and development projects, general      
economic conditions and the status and timing of competitive developments. To   
the extent that our existing sources of liquidity and cash flow from operations 
are insufficient to fund our activities, we will continue to need to raise      
additional capital.                                                             

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     If additional funds are raised through the issuance of equity securities,
the percentage of equity ownership of our existing stockholders will be reduced.
In addition, holders of these equity securities may have rights, preferences or 
privileges senior to those of the holders of our common stock. If additional    
funds are raised through the issuance of debt securities, we may incur          
significant interest charges, and these securities could also impose            
restrictions on our operations. If additional financing is not available when   
needed on terms favorable to us or at all, we will have to curtail our          
operations.                                                                     

WE DEPEND ON A LIMITED NUMBER OF KEY PERSONNEL WHO WOULD BE DIFFICULT TO        
REPLACE, AND IF WE LOSE THE SERVICES OF THESE INDIVIDUALS OR CANNOT HIRE        
ADDITIONAL QUALIFIED PERSONNEL, OUR BUSINESS COULD BE SERIOUSLY HARMED.         

      Our future success also depends in large part on the continued services of
our senior management, and key technical and sales personnel. In particular, we 
are highly dependent on the services of J. Michael Heil, our CEO. We do not     
carry key person life insurance on our senior management or key personnel. Any  
loss of the services of Mr. Heil, or other key personnel could seriously harm   
our business.                                                                   

RISK FACTORS RELATING TO OUR CABLE BUSINESS                                     

OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND CHANGES IN       
CURRENT OR FUTURE LAWS OR REGULATIONS COULD RESTRICT OUR ABILITY TO OPERATE OUR 
BUSINESS AS WE CURRENTLY DO.                                                    

  The FCC and state and local governments extensively regulate the basic
rates we may charge our customers for video services. They also regulate us in  
other ways that affect the daily conduct of our Internet access business. Any   
action by the FCC, the states in which we operate or concerted action by local  
regulators, the likelihood or extent of which we cannot predict, could have a   
material financial effect on us.                                                

OUR CURRENT FRANCHISES ARE GENERALLY NON-EXCLUSIVE AND OUR FRANCHISORS NEED NOT 
RENEW OUR FRANCHISES.                                                           

   Our cable television systems are operated primarily under non-exclusive
franchise agreements with local government franchising authorities, in some     
cases with the approval of state cable television authorities. Consequently, our
business is dependent on our ability to obtain and renew our franchises. Our    
franchises are subject to non-renewal or termination under some circumstances.  

      In some cases, franchises may not be renewed at expiration, and we will be
forced to operate under either temporary operating agreements or without a      
license while negotiating renewal terms with the franchising authorities.       

OUR FINANCIAL PERFORMANCE MAY BE HARMED BY THE SIGNIFICANT AND CREDIBLE RISK OF 
COMPETITION IN OUR CABLE TELEVISION BUSINESS                                    

     We compete with a variety of television programming distribution systems,
including:                                                                      

o     broadcast television stations,                                

o     direct broadcast satellite systems,                           

o     multichannel multipoint distribution services,                

o     satellite master antenna systems, and                         

o     private home dish earth stations.                             

     Direct broadcast satellite systems have attracted large subscriber bases,
a significant portion of which are persons who were, or would have been, cable  
television subscribers. Cable systems also compete with the entities that make  
videotaped movies and programs available for home rental.                       

  The Telecommunications Act of 1996 gives telephone companies and other
video providers the option of providing video programming to subscribers through
"open video systems", a wired video delivery system similar to a cable          
television system that may not require a local cable franchise. Additional video
competition to cable systems is possible from new wireless microwave services   
authorized by the FCC.                                                          

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RISKS RELATING TO OUR WIRELESS INTERNET SERVICE                                 

WE MAY NOT BE ABLE TO ACCOMMODATE RAPID GROWTH WHICH COULD IMPACT OUR BUSINESS  
AND FINANCIAL RESULTS                                                           

We are currently managing our wireless Internet service networks in the Salem,  
Oregon area and we intend to overlay our network within New Mexico, Arizona and 
Nevada. To manage anticipated growth, we must continue to implement and improve 
our operational, financial and management information systems. We must also     
hire, train and retain additional qualified personnel, continue to expand and   
upgrade core technologies, and effectively manage our relationships with end    
users, suppliers and other third parties. Our expansion could place a           
significant strain on our current services and support operations, sales and    
administrative personnel, capital and other resources. We could also experience 
difficulties meeting demand for our services. We cannot guaranty that our       
systems, procedures or controls will be adequate to support operations, or that 
management will be capable of fully exploiting the market. Our failure to       
effectively manage growth could adversely affect our business and financial     
results.                                                                        

WE HAVE COMPLETED A LIMITED IMPLEMENTATION OF OUR WIRELESS NETWORK AND FACE     
INCREASING COMPETITION FOR FUTURE INSTALLATIONS                                 

The market for wireless data access services is in the early stages of          
development. Critical issues concerning wireless communications and data access,
including security, reliability, cost, regulatory issues, ease of use and       
quality of service, remain unresolved and are likely to affect the market for   
high-speed service. We cannot reliably project potential demand for high-speed  
service, particularly whether there will be sufficient demand at the volume and 
prices we need to be profitable. Moreover, if the customer base for high-speed  
service does not expand at the rate required to support the planned deployment  
of our network, our revenues and business will suffer, and we may be unable to  
complete our planned deployment. In addition, competition to provide wireless   
data access services could result in a high turnover rate among users, which    
could have an adverse effect on business and results of operations.             

WE MUST DEPLOY OUR NETWORKS IN A LIMITED TIME IN ORDER TO COMPETE EFFECTIVELY   
AND IF WE ARE UNABLE TO DO SO OUR REVENUES WILL BE NEGATIVELY IMPACTED.         

Rapid introduction of our service is crucial to successfully compete against    
other competitive access providers. If we were unable to deploy our networks in 
a timely matter, we could incur substantial unanticipated costs or be forced to 
revise our business plan. In addition, we intend to acquire existing Internet   
service providers and deploy our wireless network over the existing system. At  
this time we have no definitive plans for acquisitions. If we are unable to     
acquire Internet service providers, the deployment of our network will be       
delayed and our results of operations will be negatively impacted.              

UNCERTAIN DEMAND FOR OUR SERVICES MAY CAUSE OPERATING RESULTS TO FLUCTUATE      

We are unable to forecast revenues with certainty because of the unknown demand 
for the consumer portion of our high-speed service and the emerging nature of   
the Wi-Fi industry. Revenues could fall short of expectations if we experience  
delays in completing the installation of network locations or entering into     
agreements with additional channel partners. Future operating results will be   
subject to annual fluctuations due to several factors, some of which are outside
our control. We cannot provide assurances that such fluctuations will not       
adversely affect our business.                                                  

WE COULD FAIL TO DEVELOP NEW PRODUCTS AND SERVICES TO COMPETE IN THIS INDUSTRY  
OF RAPIDLY CHANGING TECHNOLOGY                                                  

Providing Internet service is in an industry with rapidly changing technology,  
and our success will depend on the ability to deploy new products and services  
that keep pace with technological advances. The market for Internet access is   
characterized by rapidly changing technology and evolving industry standards in 
both the Wi-Fi and Internet access industries. Our technology or systems may    
become obsolete upon the introduction of alternative technologies. If we do not 
develop and introduce new products and services in a timely manner, we may lose 
opportunities to competing service providers, which would adversely affect      
business and results of operations.                                             

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OUR ABILITY TO GROW IS DIRECTLY TIED TO OUR ABILITY TO ATTRACT AND RETAIN       
CUSTOMERS                                                                       

We have no way of predicting whether our marketing efforts will be successful in
attracting new locations and acquiring substantial market share. Past efforts   
have been directed toward a limited market located in Salem. Oregon. If our     
marketing efforts fail, we may fail to attract new customers and fail to retain 
existing ones, which would adversely affect our business and financial results. 

NEW AND EXISTING COMPETITION MAY GAIN MARKET SHARE AND LIMIT OUR POTENTIAL      
GROWTH                                                                          

We have great concern about competing firms entering our target markets. We     
recognize tremendous value in being the first-to-market in many different       
geographical areas and market verticals. There is no assurance that new or      
existing competitors will not adversely affect our business.                    

OUR NETWORKS ARE SUBJECT TO OPERATIONAL RISKS AND THE FAILURE OF OUR HARDWARE OR
SOFTWARE COULD FORCE US TO CEASE OPERATIONS                                     

Our networks are subject to the operational risks inherent to Wi-Fi network     
systems. The operations, administration, maintenance and repair of these        
networks require the coordination and integration of sophisticated and highly   
specialized hardware and software technologies and equipment. We cannot assure  
that, even if built to specifications, our networks will function as expected,  
in a cost-effective manner. The failure of hardware or software to function as  
required could render a network unable to perform at design specifications,     
which would require us to pay for costly repairs or retrofits.                  

WE MAY IN THE FUTURE BE SUBJECT TO FEDERAL AND STATE TELECOMMUNICATIONS         
REGULATION, WHICH WOULD NEGATIVELY IMPACT OUR PROFIT, IF ANY.                   

Our wireless Internet service is not currently subject to regulation by the FCC 
and state public utility commissions. Changes in the regulation or              
interpretation of legislation affecting our operations could have a material    
adverse effect on our business, operating results and financial condition.      

WE ARE SUBJECT TO MUNICIPAL AND OTHER LOCAL REGULATION WHICH MAY IMPEDE THE     
CONSTRUCTION OF OUR NETWORK AND RESULT IN ADDITIONAL EXPENSES                   

Municipalities may require us to obtain building permits and licenses or        
franchises in order to install Wi-Fi equipment in various locations. A          
municipality's decision to require us to obtain permits or licenses could delay 
or impede the deployment of our networks and increase our expenses as a result  
of profession fees.                                                             

RISKS RELATING TO OUR COMMON STOCK:                                             

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED 
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO  
SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN 
THE SECONDARY MARKET.                                                           

      Companies trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13, in order to maintain price   
quotation privileges on the OTC Bulletin Board. If we fail to remain current on 
our reporting requirements, we could be removed from the OTC Bulletin Board. As 
a result, the market liquidity for our securities could be severely adversely   
affected by limiting the ability of broker-dealers to sell our securities and   
the ability of stockholders to sell their securities in the secondary market.   

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE       
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR    
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.        

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The Securities and Exchange Commission has adopted Rule 15g-9 which 
establishes the definition of a "penny stock," for the purposes relevant to us, 
as any equity security that has a market price of less than $5.00 per share or  
with an exercise price of less than $5.00 per share, subject to certain         
exceptions. For any transaction involving a penny stock, unless exempt, the     
rules require:                                                                  

     o     that a broker or dealer approve a person's account for transactions
in penny stocks; and                                    
    o     the broker or dealer receive from the investor a written agreement
          to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.                            

In order to approve a person's account for transactions in penny stocks, the    
broker or dealer must:                                                          

      o     obtain financial information and investment experience objectives of
the person; and                                         
o     make a reasonable determination that the transactions in penny
         stocks are suitable for that person and the person has sufficient
      knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.   

The broker or dealer must also deliver, prior to any transaction in a penny     
stock, a disclosure schedule prescribed by the Commission relating to the penny 
stock market, which, in highlight form:                                         

o     sets forth the basis on which the broker or dealer made the   
suitability determination; and                          
     o     that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.                  

Generally, brokers may be less willing to execute transactions in securities    
subject to the "penny stock" rules. This may make it more difficult for         
investors to dispose of our common stock and cause a decline in the market value
of our stock.                                                                   

Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the          
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to  
an investor in cases of fraud in penny stock transactions. Finally, monthly     
statements have to be sent disclosing recent price information for the penny    
stock held in the account and information on the limited market in penny stocks.

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 USE OF PROCEEDS

     This prospectus relates to shares of our common stock that may be offered
and sold from time to time by the selling stockholders. We will not receive any 
proceeds from the sale of shares of common stock in this offering. However, we  
may receive the sale price of any common stock we sell to the selling           
stockholder upon exercise of the warrants. We expect to use the proceeds        
received from the exercise of the warrants, if any, for general working capital 
purposes. However, the selling stockholders are entitled to exercise the        
warrants on a cashless basis. In the event that the selling stockholder         
exercises the warrants on a cashless basis, then we will not receive any        
proceeds.                                                                       

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 Our common stock is quoted on the OTC Bulletin Board under the symbol
"CORR". For the periods indicated, the following table sets forth the high and  
low bid prices per share of common stock. These prices represent inter-dealer   
quotations without retail markup, markdown, or commission and may not           
necessarily represent actual transactions.                                      

CALENDAR YEAR 2001                       HIGH BID    LOW BID                    

First Quarter 2001                       $   3.82    $   1.75                   
Second Quarter 2001                      $   2.95    $   0.89                   
Third Quarter 2001                       $   1.69    $   0.41                   
Fourth Quarter 2001                      $   0.92    $   0.33                   

CALENDAR YEAR 2002                       HIGH BID    LOW BID                    

First Quarter 2002                       $   1.72    $   0.52                   
Second Quarter 2002                      $   0.63    $   0.10                   
Third Quarter 2002                       $   0.17    $   0.10                   
Fourth Quarter 2002                      $   0.08    $   0.02                   

CALENDAR YEAR 2003                       HIGH BID    LOW BID                    

First Quarter 2003                       $   0.06    $   0.01                   
Second Quarter 2003                      $   0.12    $   0.01                   
Third Quarter 2003                       $   0.15    $   0.06                   
Fourth Quarter 2003                      $   0.06    $   0.03                   

CALENDAR YEAR 2004                       HIGH BID    LOW BID                    

First Quarter 2004                       $   0.04    $   0.01                   
Second Quarter 2004                      $   0.02    $   0.01                   

HOLDERS                                                                         

 As of October 5, 2004, we had approximately 197 holders of our common
stock. The number of record holders was determined from the records of our      
transfer agent and does not include beneficial owners of common stock whose     
shares are held in the names of various security brokers, dealers, and          
registered clearing agencies. The transfer agent of our common stock is         
Interwest Transfer Company, Inc., 1981 East Murray Holiday Road, Salt Lake City,
Utah 84117.                                                                     

     We have never declared or paid any cash dividends on our common stock. We
do not anticipate paying any cash dividends to stockholders in the foreseeable  
future. In addition, any future determination to pay cash dividends will be at  
the discretion of the Board of Directors and will be dependent upon our         
financial condition, results of operations, capital requirements, and such other
factors as the Board of Directors deem relevant.                                

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EQUITY COMPENSATION PLAN INFORMATION                                            

   As of December 31, 2003, we had the following securities authorized for
issuance under the equity compensation plans:                                   

                                                        [Enlarge/Download Table]

                                                                                                     Number of securities  
                                                                                                     remaining available   
                                                           Number of Securities  Weighted-average    for future issuance   
                                                             to be issued upon    exercise price         under equity      
                                                               exercise of        of outstanding     compensation plans    
                                                           outstanding options,  options, warrants  (excluding securities  
                                                           warrants and rights      and rights      reflected in column (a)

                                                                                                                           
Plan Category                                                                                                              
Equity compensation plans approved by security holders         35,680,435              $0.06            10,605,537         
Equity compensation plans not approved by security holders             --                  --                   --         
Total                                                          35,680,435              $0.06            10,605,537         

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS

Some of the information in this Form SB-2 contains forward-looking  
statements that involve substantial risks and uncertainties. You can identify   
these statements by forward-looking words such as "may," "will," "expect,"      
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:                

o     discuss our future expectations;                              
   o     contain projections of our future results of operations or of our
financial condition; and                                
o     state other "forward-looking" information.                    

      We believe it is important to communicate our expectations. However, there
may be events in the future that we are not able to accurately predict or over  
which we have no control. Our actual results and the timing of certain events   
could differ materially from those anticipated in these forward-looking         
statements as a result of certain factors, including those set forth under "Risk
Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."      

OVERVIEW                                                                        

We are a Delaware corporation formed in July 1998. Until our discontinuance of  
our video operations in January 2004, we manufactured and marketed hardware and 
software products for the creation, management and transmission of high-quality 
digital video over computer networks. In May 2004 we acquired Corridor          
Communications Corporation, a wireless fidelity internet service provider and in
June 2004 we acquired Quik Internet an Internet Service Provider and AshCreek   
Wireless, both located in Salem, Oregon. In August 2004, we purchased           
substantially all of the assets Eagle West Communications, LLC, a cable company 
located in Mesa, Arizona. Our strategy is to acquire cable systems and existing 
Internet service providers and overlay our wireless internet systems over the   
existing structure.                                                             

CRITICAL ACCOUNTING POLICIES                                                    

There are no other critical accounting policies other than those noted in Note 1
in our annual consolidated financial statements included for the year ended     
December 31, 2003.                                                              

RESULTS OF OPERATIONS                                                           

DISCONTINUED OPERATIONS                                                         

In January 2004, we discontinued our video operation which consisted of the     
manufacturing and marketing of hardware and software products for the creation, 
management and transmission of high-quality digital video over computer         
networks.                                                                       

All of the principal assets associated with our video operations were written   
down as of December 31, 2003. We are still responsible for all the liabilities  
incurred by our video operations which continue to be presented under their     
proper captions in the accompanying consolidated balance sheet for the six      
months ended June 30, 2004. The operating results of our video operations have  
been presented as discontinued operations in the accompanying consolidated      
statements of operations included in our financial statements for the six months
ended June 30, 2004.                                                            

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Below is a summary of the operating results of our video operations for the six 
months ended June 30, 2004 and 2003:                                            

                                            Six Months Ended
                                          June 30,
                                               2004               2003
                                             -----------------  ----------------
Net sales                                    $         145,112  $        701,448
                                             =================  ================
Gross profit                                 $          12,937  $        197,611
                                             =================  ================
Operating expenses                           $       1,173,560  $      1,904,870
                                             =================  ================
Loss from operations                         $       1,160,623  $      1,707,259
                                             =================  ================

THREE MONTHS ENDED JUNE 30, 2004 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 
2003                                                                            

REVENUE:                                                                        

We did not generate any revenue from our wireless internet operations for the   
three months ended June 30, 2004. Revenue generated from our video operations of
$269,103 for the three months ended June 30, 2003 has been presented in         
discontinued operations.                                                        

OPERATING EXPENSES:                                                             

Our operating expenses for the three months ended June 30, 2004 were $606,286   
which consisted of $46,891 of expenses associated with our wireless internet    
operations and the issuance of 93,232,524 shares of our common stock to two     
officers for services rendered valued at $559,395. Operating expenses associated
with our video operations for the three months ended June 30, 2003 amounted to  
$870,875.                                                                       

OTHER INCOME (EXPENSE):                                                         

Interest expense decreased 3.4% or $5,175 to $146,698 for the three months ended
June 30, 2004 from $151,873 for the three months ended June 30, 2003.           
Amortization on discount of convertible notes payable increased 56.6% or        
$116,642 for the three months ended June 30, 2004 to $322,790 from $206,148 for 
the three months ended June 30, 2003 due to the issuance of more convertible    
notes payable in the latter half of 2003 that had discounts related to the value
of the detachable warrants and the beneficial conversion features and more      
conversions of such debentures which resulted the immediate amortization of any 
unamortized discounts associated with the amounts converted. Financing costs in 
2003 are penalties for not filing and obtaining effectiveness of a registration 
statement registering the shares of the Company's common stock underlying the   
February 2002 private placement and the two June 2002 convertible debentures.   

Incurrence of penalties ceased on September 5, 2003 when the registration       
statement became effective. The value of detachable warrants associated with the
convertible debentures is computed at the end of each accounting period using   
Black Sholes calculations. As of December 31, 2003 there was no further         
liability associated with the warrants due to the effective registration of such
warrants. For the three months ended June 30, 2004, we recognized financing     
costs of $108,666 for the issuance of 30,000,000 warrants associated with two   
secured promissory notes.                                                       

SIX MONTHS ENDED JUNE 30, 2004 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2003

REVENUE:                                                                        

We did not generate any revenue from our wireless internet operations for the   
six months ended June 30, 2004. Revenue generated from our video operations of  
$701,488 for the six months ended June 30, 2003 has been presented in           
discontinued operations.                                                        

OPERATING EXPENSES:                                                             

Our operating expenses for the six months ended June 30, 2004 were $606,286     
which consisted of $46,891 of expenses associated with our wireless internet    
operations and the issuance of 93,232,524 shares of our common stock to two     
officers for services rendered valued at $559,395. Operating expenses associated
with our video operations for the six months ended June 30, 2003 amounted to    
$1,904,870.                                                                     

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OTHER INCOME (EXPENSE):                                                         

Interest expense increased 56.1% or $115,134 to $320,336 for the six months     
ended June 30, 2004 from $205,202 for the six months ended June 30, 2003. The   
increase is due to higher note payable balances and the amortization of debt    
issuance costs associated with the new convertible notes payable. Amortization  
on discount of convertible notes payable increased 63.9% or $265,347 for the six
months ended June 30, 2004 to $680,839 from $415,492 for the six months ended   
June 30, 2003 due to the issuance of more convertible notes payable in the      
latter half of 2003 that had discounts related to the value of the detachable   
warrants and the beneficial conversion features and more conversions of such    
debentures which resulted the immediate amortization of any unamortized         
discounts associated with the amounts converted. Financing costs in 2003 are    
penalties for not filing and obtaining effectiveness of a registration statement
registering the shares of the Company's common stock underlying the February    
2002 private placement and the two June 2002 convertible debentures. Incurrence 
of penalties ceased on September 5, 2003 when the registration statement became 
effective. The value of detachable warrants associated with the convertible     
debentures is computed at the end of each accounting period using Black Sholes  
calculations. As of December 31, 2003 there was no further liability associated 
with the warrants due to the effective registration of such warrants. For the   
six months ended June 30, 2004, we recognized financing costs of $108,666 for   
the issuance of 30,000,000 warrants associated with two secured promissory notes
offset by other income related to financings costs of $41,183. This income is   
related to the reduction in the accrual related to the penalties associated with
the February 2002 private placement. The penalties were calculated at June 30,  
2004 based on the formula in the private placement agreement.                   

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002           

SUMMARY OF OPERATIONS:                                                          

 (Expense number are from the Financial Statements attached)

                                TWELVE MONTHS ENDING DECEMBER 31
                              2003         2002       INC/(DEC)      %
Revenue                       $  1,514,548   $2,240,135   (725,587)    -32.4%   
Cost of Goods Sold               1,084,067    1,754,943   (670,876)    -38.2%   
Research and development         1,091,393    1,237,607   (146,214)    -11.8%   
Sales and marketing                798,225    1,762,757   (964,532)    -54.7%   
General and administrative       3,116,345    2,470,107    646,238      26.2%   
Interest expense                   492,594      485,999      6,595       1.4%   

We have included the above tables to more effectively show the period-to-period 
changes and percentages associated with the change.                             

REVENUE:                                                                        

Revenues generated during the twelve months ended December 31, 2003 of          
$1,514,548 were 32.4% down compared to $2,240,135 for the twelve months ended   
December 31, 2002. This decrease of $725,587 in revenues is a result of the     
cessation of operations that began in the fourth quarter of 2002 due to lack of 
funds to support operations and continued until May of 2003. In May 2003 our    
investors initiated an additional investment of $1.0 million, which was followed
by an additional $1.1 million in November 2003. These funds were not sufficient 
to mount a marketing effort that could overcome the momentum lost in the nearly 
six months of business cessation noted above.                                   

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COST OF GOODS SOLD:                                                             

Cost of goods sold decreased 38.2% or $670,876 to $1,084,067 for the twelve     
months ended December 31, 2003 from $1,754,943 for the twelve months ended      
December 31, 2002. Revenue decreased 32.4% for the same period. The increase in 
costs as a percentage of revenue is the result of an increase in the sale of    
lower margin product compared to the prior period.                              

RESEARCH AND DEVELOPMENT:                                                       

Research and development dropped by 11.8% or $146,214 to $1,091,693 for the     
twelve months ended December 31, 2003 from $1,237,607 for the twelve months     
ended December 31, 2002 as a result of reduced employee and other expenses in   
2003. The decrease was not in line with our revenue decrease due to expenditures
necessary to develop new products to effectively compete in the market.         

SALES AND MARKETING:                                                            

Sales and marketing expenses were down 54.7% or $964,532 to $798,228 for the    
twelve months ended December 31, 2003 from $1,762,757 for the twelve months     
ended December 31, 2002 as a result of our not attending trade shows and a      
virtual curtailment of sales efforts in the first and second quarters of 2003   
due to the lack of funds. Expenses did increase 13% in the third quarter and 31%
in the fourth quarter of 2002.                                                  

GENERAL AND ADMINISTRATIVE:                                                     

General and administrative (G&A) expenses increased 26.2% or $646,238 for the   
twelve months ended December 31, 2003 to $3,116,345 from $2,470,107 for the     
twelve months ended December 31, 2002 primarily due to an increase over 2002 of 
$713,135 of non-cash consulting contracts paid for in common shares of the      
Company's common stock. These consulting contracts are for services covering    
strategic planning, mergers and acquisition activity and corporate financing.   
Excluding non-cash expenses of $1,247,779 and accrued severance compensation of 
$632,000, G&A expenses decreased year to year by $698,897 or 36.1%. This is     
primarily due to lower legal and audit fees of approximately $500,000 and       
reduced facility overhead of $170,000.                                          

OTHER INCOME (EXPENSE):                                                         

Interest expense increased by $6,595 to $492,594 for the twelve months ended    
December 31, 2003 from $485,999 for the twelve months ended December 31, 2002.  
Amortization on discount of convertible notes payable decreased due to the      
discount on the largest convertible debenture being fully amortized at the end  
of 2002. Financing costs are penalties for not filing and obtaining             
effectiveness of a registration statement registering the shares of the         
Company's common stock underlying the February 2002 private placement and the   
two June 2002 convertible debentures. Incurrence of penalties ceased on         
September 5, 2003 when the registration statement became effective. The value of
detachable warrants associated with the convertible debentures is computed at   
the end of each accounting period using Black Sholes calculations. As of        
December 31, 2003 there was no further liability associated with the warrants   
due to the effective registration of such warrants.                             

LIQUIDITY AND CAPITAL RESOURCES                                                 

At December 31, 2003, we had cash and cash equivalents of $453,434 compared to  
$6,072 at June 30, 2004. In the six months ended June 30, 2004, negative working
capital has deteriorated by $2,541,095 to $8,196,844 at June 30, 2004 from      
$5,655,749 at December 31, 2003 due to an increase in short -term financing of  
$500,000 and an increase in the amount of convertible debentures that come due  
within the next twelve months.                                                  

We had continuing losses from operations in the six months ended June 30, 2004  
of $606,286. We are currently unable to project when the business may no longer 
generate a loss.                                                                

On May 9, 2003, we entered into a securities purchase agreement with three      
investors for the sale of (i) $1,000,000 in convertible debentures and (ii) a   
warrants to buy 5,000,000 shares of our common stock. In addition, in exchange  
for cancellation of a reset option by one investor, the Company issued an       
investor a convertible debenture in the amount of $910,120.                     

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In September 2003, we entered into a financing agreement with an accredited     
investor, pursuant to which we issued and sold 12% two-year secured convertible 
debentures in the principal amount of $250,000 and 1,250,000 warrants to        
purchase shares of our common stock, subject to antidilution adjustment         

In October 2003, we entered into an agreement with two creditors whereby we     
agreed to pay the creditors, in connection with a senior security interest in   
the amount of $531,397, in shares of common stock                               

In November 2003, we entered into a financing agreement with accredited         
investors, pursuant to which we issued and sold 12% two-year secured convertible
debentures in the principal amount of $1,100,000 and 5,500,000 warrants to      
purchase shares of our common stock, subject to antidilution adjustment.        

In March 2004, we obtained $300,000 from our current investors. These funds were
repaid from the proceeds of the issuance of 1,457 shares of our Series A        
Convertible Preferred Stock in July 2004.                                       

In April and May 2004, we obtained an additional $200,000 from a current        
investor. These funds were repaid from the proceeds of the issuance of 1,457    
shares of our Series A Convertible Preferred Stock in July 2004.                

In July 2004 we issued 1,457 shares of our Series A Convertible Preferred Stock 
to existing investors for gross proceeds of $2,550,000. The net proceeds        
received by us were $1,741,000 after repaying the secured promissory notes of   
$500,000, the payment of $255,000 in commissions and the payment of $54,000 in  
legal fees associated with the transaction.                                     

In August 2004, we entered into a financing arrangement with Bristol Investment 
Fund, Ltd. whereby we borrowed $300,000, which must be repaid within two months.
In connection therewith, we issued 45,000,000 shares of common stock exercisable
at $.0035 to Bristol Investment Fund, Ltd. This prospectus relates to the resale
of the common stock underlying these warrants.                                  

We believe we will still need additional investments in order to continue       
operations to cash flow break even. Financing transactions may include the      
issuance of equity or debt securities, obtaining credit facilities, or other    
financing mechanisms. However, the trading price of our common stock and the    
downturn in the U.S. stock and debt markets could make it more difficult to     
obtain financing through the issuance of equity or debt securities. Even if we  
are able to raise the funds required, it is possible that we could incur        
unexpected costs and expenses, fail to collect significant amounts owed to us,  
or experience unexpected cash requirements that would force us to seek          
alternative financing. Further, if we issue additional equity or debt           
securities, stockholders may experience additional dilution or the new equity   
securities may have rights, preferences or privileges senior to those of        
existing holders of our common stock. If additional financing is not available  
or is not available on acceptable terms, we will have to curtail our operations 
again.                                                                          

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BUSINESS

We were formed on July 29, 1998. On April 16, 2001, we merged with Optivision,  
Inc., an operating company, in an exchange of common stock, an dour operations  
until recently terminated were the making of hardware and software products for 
the creation, management and transmission of compressed high-quality digital    
video over broadband computer networks. As a result of several acquisitions, we 
have commenced operations in the area of wireless Internet service and the      
provision of cable service. Our operations are focused in the Salem, Oregon area
and throughout Nevada, New Mexico and Arizona. We intend to expand our wireless 
Internet service by acquiring Internet service companies and overlaying our     
wireless technology over the existing structure. We intend to apply this        
expansion structure to our cable system operations recently acquired in Nevada, 
new Mexico and Arizona. We currently do not have any definitive plans for       
acquisitions at this time.                                                      

RECENT ACQUISITIONS                                                             

On May 6, 2004, we closed an Asset Purchase Agreement with Corridor             
Communications Corporation, an Oregon corporation ("Corridor-Oregon"), whereby  
we acquired all of the assets of Corridor-Oregon in exchange for 12,000,000     
shares of our common stock. Corridor-Oregon is a Wireless Internet Service      
Provider ("WISP") providing high-speed ubiquitous connectivity to single family 
homes, businesses and hotspots.                                                 

On June 30, 2004, we closed an Asset Purchase Agreement with Ashcreek Wireless, 
a sole proprietorship wholly owned by John Conley, whereby we acquired all of   
the assets of Ashcreek in exchange for 7,500,000 shares of our common stock and 
$60,000, which was prepaid. In addition, also on June 30, 2004, we closed an    
Asset Purchase Agreement with Quik Internet of the Valley, Inc. ("Quik"),       
whereby we acquired all of the assets of Quik in exchange for 7,500,000 shares  
of our common stock. Ashcreek and Quik are both engaged in the business of      
providing Wireless Internet Service through high-speed ubiquitous connectivity  
to single family homes, businesses and hotspots in the Salem, Oregon area.      

On August 23, 2004, we closed an Asset Purchase Agreement with Eagle West       
Communications, Inc. ("Eagle West"), a Nevada company, whereby we acquired all  
of the assets of Eagle West for a purchase price of $1,700,000. Eagle West      
acquired the assets from Eagle West, LLC, a Kansas limited liability company    
("Eagle LLC"), which had filed a voluntary petition for relief under Chapter 11 
of the United States Bankruptcy Code in the United States Bankruptcy Court for  
the District of Arizona on February 18, 2003. On May 12, 2004, the Bankruptcy   
Court granted Eagle LLC the authority to proceed with the sale of its assets to 
Eagle West. The transaction was funded by utilizing cash generated from the sale
of our Series A Convertible Preferred Stock in connection with a private        
placement recently finalized by our company and a promissory note entered by our
company in the amount of $300,000 on August 20, 2004. We did not assume any     
liabilities of Eagle West. Eagle West, Eagle LLC and their respective affiliates
are unrelated parties to our company and our affiliates, and the purchase price 
was determined by arms-length negotiations. Eagle West provides cable service   
throughout New Mexico, Nevada and Arizona.                                      

WIRELESS INTERNET SERVICE                                                       

We are engaged in the provision of high speed Internet access through the use of
Wireless Fidelity ("WiFi") technology. We have focused our marketing efforts on 
users that are denied the benefits of a fast Internet line for a variety of     
reasons, the most common of which are distance from a telephone company central 
office and poor infrastructure deployment of the local cable provider. In areas 
where there may be some overlap with cable access and DSL, we believe we are    
competitive in terms of price, performance, installation lead times and the     
added benefit of un-tethered access. Subscribers within the hot zone have the   
added benefit of "un-tethered" Internet access. Unlike cable or DSL services,   
our customers can surf the web and check their email as long as they are within 
a hot spot. We can deploy our high-speed service without the need for           
construction, permits or licenses. Once a hot zone is selected, we will be able 
to provide services within a matter of weeks. A hot zone or hot spot is a       
geographical area which we service in which users can access the Internet on a  
wireless basis without the use of traditional Internet connections.             

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Products and Services                                                           

We are a Wireless Internet Service Provider (WISP) with a variety of services   
tailored for home and business users. The speed of the service (actual bandwidth
to and from the computer) is comparable to most DSL and cable services          
(approximately 384k to 768k).                                                   

We provide a variety of different services for home or business users as well as
access for users that are "just passing through". In addition to providing      
Internet access, we will also provide use of email accounts and a web site which
varies in size from 5MB to 15MB. The cost of Internet access range from $29.95  
per month to $79.95 per month. We also provide daily and weekly rates. We sell  
WiFi adapters, which allow any standard computer to access our WiFi network.    

Operations Overview                                                             

We have deployed the WISP service in the Salem, Oregon area. Its operations are 
comprised of three major components. As we deploy our services into additional  
geographical areas, we will be focused on these three components:               

A centralized Network Operations Center;                                        
Home Office; and                                                                
Hot Zone Management Centers.                                                    

We will deploy an automated billing system that allows new subscribers to sign  
up for the service through a website. All billing, administrative systems, email
servers and website servers will be centralized in its Network Operations Center
located in Irvine, California. The Network Operations Center will be monitored  
on a continuous basis.                                                          

All corporate administrative functions such as accounting, human resources,     
legal and executive management will be located in the Home Office. In addition, 
continuous customer care, marketing support and sales support will also be      
located in the Home Office.                                                     

The Hot Zone Management Centers will be responsible for all sales and marketing 
within its Hot Zones. This will ensure the local positioning and community      
involvement that is required to develop customer loyalty within the Hot Zone.   
The Management Centers will also be staffed with network engineers whose primary
responsibility is the quality of the WiFi service and maintenance of the        
upstream to the Internet. These offices will manage multiple hot zones when     
appropriate.                                                                    

Hot Zone Architecture                                                           

In order to provide the highest quality service at the lowest cost, we have     
developed a hybrid infrastructure. This infrastructure provides a dependable,   
high performance service which is incrementally scaled at a very low cost.      

We use a hybrid approach of using 5.7Ghz as the backbone of its hot zone        
operations and 2.4Ghz as the access point for its users. The 5.7Ghz frequency   
was chosen for its performance over long distances. However, the cost of 5.7Ghz 
system is approximately four times that of a 2.4Ghz system. In addition, most   
laptops and inexpensive wireless modems operate at 2.4Ghz. Therefore, providing 
ubiquitous coverage at 5.7Ghz was both costly and inefficient. As a result, we  
have adopted this hybrid approach.                                              

The maximum distance (dependent on terrain and conditions) of the 5.7Ghz        
backbone is approximately 15 miles with a sustained data rate of 11Mbps. The    
maximum distance of the 2.4Ghz access point is approximately 2 miles with a     
sustained data rate of 11Mbps.                                                  

Business Development Strategy                                                   

In order to quickly penetrate a new territory, we intends to acquire an         
indigenous Internet Service Provider ("ISP") within chosen territories. We are  
currently seeking out territories, which meet the following criteria:           

Limited or no access to "wired" high speed services;                            
Average household income at or above the national average; and                  
Population density of 350,000 residents and above.                              

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In order to qualify as an acquisition candidate, the ISP must have a base of    
over 2,000 subscribers and a strong brand recognition with the local community. 
We will then overlay the ISP with its WiFi infrastructure. Although as of the   
date hereof, we do not have any plans, arrangements or agreements for any       
specific acquisitions, we believes that a typical acquisition will be within the
range of $350,000 to $450,000. We do not currently have cash reserves or funding
to complete the proposed acquisitions and, therefore, expects that all          
acquisitions will consummated through the issuance of shares of common stock of 
our company.                                                                    

In addition, we will allow other ISPs, computer resellers and retailers to      
market our services through an affiliate program. Affiliates will receive a     
percentage of the revenue generated for each subscriber that they sign up.      

Marketing                                                                       

The Hot Zone Management Centers will be responsible for marketing our services  
within their respective territories. Each center will be allocated a marketing  
budget to used for the following:                                               

Advertising - local newspaper advertisements will be run on an ongoing basis.   
Design and purchase of the ad space will be managed by the corporate office to  
ensure consistency between territories. Community Events - Corridor-Oregon will 
be visible in local community events. For example, renting booth space at local 
fairs and fund raising functions. Public Relations - An ongoing PR campaign with
the local press will ensure continued visibility within the territories.        

Each Hot Zone Management center will be staffed with telesales representatives. 
These sales representative will be responsible for developing new opportunities 
through a combination of telemarketing, direct mail and other techniques. Where 
appropriate, the Hot Zone Management Center will be staffed with major accounts 
sales representatives that will focus on multi-tenant dwellings such as         
apartment and office buildings.                                                 

Regulation of Wireless Communications                                           

Currently, our technology is deployed in the license free frequency bands. As   
such, its products are not subject to any wireless or transmission licensing in 
the United States. Continued license-free operation will be dependent upon the  
continuation of existing government policy and, while we are not aware of any   
policy changes planned or expected, this cannot be assured. License-free        
operation of its products in the 2.4 GHz bands and the 5.7 GHz bands are        
subordinate to certain licensed and unlicensed uses of the bands and our        
products must not cause harmful interference to other equipment operating in the
bands and must accept interference from any of them. If we should be unable to  
eliminate any such harmful interference, or should our products be unable to    
accept interference caused by others, our company or our customers could be     
required to cease operations in the bands in the locations affected by the      
harmful interference. Additionally, in the event that bands become unacceptably 
crowded, and no additional frequencies are allocated, our business could be     
adversely affected.                                                             

CABLE SERVICE                                                                   

Overview                                                                        

We provide cable service to communities in Arizona, Nevada and New Mexico. We   
deliver multiple channels of television programming to subscribers who pay a    
monthly fee for the services they receive. Our system consists of a network of  
coaxial optic cable in which channels are delivered to the subscribers'         
television sets. We intend to overlay our wireless Internet service onto our    
existing cable system.                                                          

Our cable system is constructed and operated pursuant to non-exclusive          
franchises awarded by local and state governmental authorities for specified    
periods of time. We offer varying levels of service which may include, among    
other programming, local broadcast network affiliates and independent television
stations, certain other news, information and entertainment channels such as    
CNN, CNBC, ESPN, and MTV, and certain premium services such as HBO, Showtime,   
The Movie Channel, Starz and Cinemax.                                           

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Our revenues are derived principally from monthly fees paid by subscribers. In  
addition to recurring subscriber revenues, we derive revenues from the sales of 
pay-per-view movies and events, from the sale of advertising time on advertiser 
supported programming and from installation charges. Certain services and       
equipment provided by substantially all of our cable television systems are     
subject to regulation.                                                          

We currently serve approximately 7,200 subscribers, throughout Arizona, Nevada  
and New Mexico.                                                                 

Future Development                                                              

We intend to develop our existing structure in order to provide cable television
up to 550 Hz (90 channels with a future 400 channels of digital compressed      
video) and to add fiber optic capacity to expand into high-speed data, telephone
and Internet access. The High-bread fiber optic network will support Video,     
Audio, Voice, High-speed data and Internets services. To install the            
communications network we will use existing utility poles and install cable     
underground where available, to reach all of the required service areas. To     
provide Voice service the system will require 90-volt power supplies to provide 
ringer voltage to customers. "Standby" power supplies will automatically provide
generated and battery power to the system for several hours in the event of     
commercial power interruptions. We intend to provide our wireless Internet      
service to our existing cable customers as well.                                

Subscriber Rates and Services; Marketing and Sales                              

We offer a package of services, generally marketed as "Family Cable", which     
includes, among other programming, certain other news, information and          
entertainment channels such as CNN, CNBC, ESPN and MTV. For additional charges, 
our cable television systems provide certain premium services such as HBO,      
Showtime, The Movie Channel, Starz and Cinemax, which may be purchased either   
individually or in combinations or in tiers.                                    

In addition, we offer a basic package which includes broadcast network local    
affiliates and public, educational or governmental channels and certain leased  
access channels.                                                                

Our sales efforts are primarily directed toward increasing penetration and      
revenues in our franchise areas. We market our cable television services through
in-person selling, as well as telemarketing, direct mail advertising,           
promotional campaigns and local media and newspaper advertising.                

System Capacity                                                                 

Our system includes 27 city and county franchises with 850 miles of active cable
plant in Arizona and 160 miles in Nevada. The combined cable plant has over     
45,000 active passings with 7,200 current subscribers. The City of Mesa has 80  
additional miles of conduit not yet activated in new subdivisions.              

Programming                                                                     

Adequate programming is available to the cable television systems from a variety
of sources. Program suppliers' compensation is typically a fixed, per subscriber
monthly fee based, in most cases, either on the total number of subscribers of  
the cable television systems and certain of its affiliates, or on the number of 
subscribers subscribing to the particular service. The programming contracts are
generally for a fixed period of time and are subject to negotiated renewal.     
Cable programming costs have increased in recent years and are expected to      
continue to increase due to additional programming being provided to most       
subscribers, increased costs to produce or purchase cable programming and other 
factors.                                                                        

Competition                                                                     

We compete with a variety of other television programming delivery systems,     
including broadcast television signals available to homes within our market by  
over-the-air reception. We compete with DirecTv, Dish Net work and in Mesa, New 
Mexico, Casa Grande, Arizona and Boulder, Nevada with Cox Cable.                

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Franchises                                                                      

Our cable television systems are operated primarily in Arizona, New Mexico and  
Nevada under non-exclusive franchise agreements with state or municipal         
franchising authorities. Franchise authorities generally charge a franchise fee 
equal to our percentage of our revenues that are derived from the operation of  
the system within such locality. As permitted by law, these fees are generally  
collected from subscribers and remitted to the local franchising authority.     

Franchise agreements are usually for a term of ten to fifteen years from the    
date of grant, although some renewals have been for shorter terms, generally    
between five and ten years in length. Some of the franchises grant us an option 
to renew upon expiration of the initial term.                                   

In situations where franchises have expired or not been renewed, we operate     
under temporary authority granted by the state cable television regulatory      
agencies, while negotiating renewal terms with franchising authorities. The     
Cable Communications Policy Act of 1984 and the Cable Television Consumer       
Protection and Competition Act of 1992 provide significant procedural           
protections for cable operators seeking renewal of their franchises. In         
connection with a renewal, a franchise authority may impose different and more  
stringent terms.                                                                

Franchises usually require the consent of franchising authorities prior to the  
sale, assignment, transfer or change in ownership or control. Federal law       
generally provides localities with 120 days to consider such requests.          

Government Regulation                                                           

We are regulated under congressionally imposed uniform national guidelines,     
first set in the Cable Communications Policy Act of 1984 and amended by the     
Cable Television Consumer Protection and Competition Act of 1992 and the        
Telecommunications Act of 1996.                                                 

This federal legislation authorizes states or localities to franchise cable     
television systems but sets limits on their franchising powers. It sets a       
ceiling on cities and other communities imposing franchise fees of not more than
5% of gross revenues from the provision of cable services. It prohibits         
localities from requiring cable operators to carry specific programming         
services, and protects cable operators in seeking franchise renewals by limiting
the factors a locality may consider and requiring a due process hearing before  
denial of renewal. Franchising authorities are prohibited from granting an      
exclusive cable franchise and cannot unreasonably refuse to award an additional 
franchise to compete with an existing franchisor.                               

Localities may require free access to public, educational or governmental       
channels on our systems. We must make a limited number of commercial leased     
access channels available for potentially competitive video services. Federal   
law prohibits obscene programming and requires us to sell or lease devices to   
block programming considered offensive by a customer.                           

Federal law requires us to establish a "basic service" package consisting, at a 
minimum, of all local broadcast signals that we choose to carry, as well as all 
public, educational and governmental access programming carried by our systems. 

The rates for our basic service package are subject to regulation by local      
franchising authorities. Local municipalities or state cable television         
regulators may also regulate the rates we charge for the installation and lease 
of the equipment used by subscribers to receive the basic service package,      
including equipment that may also be used to receive other packages of          
programming, and the installation and monthly use of connections for additional 
television sets.                                                                

LEGAL PROCEEDINGS                                                               

From time to time, we are a party to litigation or other legal proceedings that 
we consider to be a part of the ordinary course of our business. We are not     
involved currently in legal proceedings that could reasonably be expected to    
have a material adverse effect on our business, prospects, financial condition  
or results of operations. We may become involved in material legal proceedings  
in the future.                                                                  

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EMPLOYEES                                                                       

As of October 5, 2004, we had approximately 20 employees. We believe that our   
relationships with our employees are good. Our employees are not represented by 
a labor union and we consider our relations with our employees to be good.      

PROPERTIES                                                                      

We maintain our administrative offices at 9333 East Main Street, Suite 122,     
Mesa, Arizona 85207. The facility is approximately 3,000 square feet. The rent  
is approximately $2,500 per month. The lease expires is on a month to month     
basis.                                                                          

MANAGEMENT                                                                      

DIRECTORS AND EXECUTIVE OFFICERS                                                

      The following table sets forth the names, age, and position of each of our
directors and executive officers.                                               

NAME                  AGE  POSITION                                             
--------------------  ---  --------                                             
J. Michael Heil        50  Chief Executive Officer, Chief                       
    Financial Officer and Director

Scott Mac Caughern     48  Director                                             

Michael Liccardo       58  Director                                             

Directors are elected to serve until the next annual meeting of     
stockholders and until their successors are elected and qualified. Currently    
there are five seats on our board of directors.                                 

Directors serve without cash compensation and without other fixed   
remuneration. Officers are elected by the Board of Directors and serve until    
their successors are appointed by the Board of Directors. Biographical resumes  
of each officer and director are set forth below.                               

     J. MICHAEL HEIL serves as a director of our company. Since 1980, Mr. Heil
has been involved with building, owning and operating Cable Television systems, 
Satellite Broadcast Networks, and other related communication companies. From   
1980 to 1985 he built and operated cable television systems in Arizona and      
California that he eventually broke up and sold to Cable America, Times Mirror  
Inc and others. In 1984, Mr. Heil started Hotel Movie Network, a pay-per-view   
television company, which provided service to the hospitality industry to over  
20,000 hotel rooms mostly in the western United States. Hotel Movie Network     
subsequently merged with Television Entertainment Network, a Canadian public    
company, where he combined the two companies and worked as Chairman and CEO     
until 1989. In 1990, he joined the management team for the Washington D.C. based
COMSAT as Director of Operations. At that time, COMSAT was the world's largest  
operator of orbiting geostationary satellites and operated nearly 500,000 hotel 
pay-per-view rooms. In 1993, he formed a new organization, Skylink America,     
which purchased a 240,000-subscriber satellite pay per view business from COMSAT
and moved it to Oregon. After one year of operation, Skylink America merged with
Northwest Communications, an Oregon communications and cellular company. In     
1995, Mr. Heil co-founded, owned and managed a satellite transponder leasing    
company, Programming Services Inc. with leased time from Hughes Satellite.      
Programming Services Inc. provided long term leased contracts for the digital   
space segment. Programming Services Inc. also operated four digital networks and
an uplink and playback facility. In 1996, Mr. Heil accepted a position as       
Chairman and CEO of C3D Television Inc., an AMEX company. C3D created patented  
technology that produced television special effects programming content. Mr.    
Heil served as Chairman and CEO of C3D until it was sold to a Korean media      
provider in 2000. From 2001 until commencing operations of Corridor-Oregon, Mr. 
Heil worked for TriStar Media, an Internet, print, and television Media         
marketing company, which developed content and provided video commercials on the
Internet. Mr. Heil graduated from Westwood High School in Mesa, Arizona in 1972 
and Attended Mesa Community College from 1973-1975.                             

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     SCOTT MAC CAUGHERN has served as our Chairman and Chief Executive Officer
since April 28, 2003. Mr. Mac Caughern is an emerging growth investor in both   
private and public companies and has funded and contributed to the success of   
many companies in the past decade. He has held various senior executive         
positions within the securities industry and is an expert in developing         
innovative financial solutions. Since 1993, Mr. Mac Caughern has been president 
of Mac Caughern Trade Development, which is a national full service             
communications company to the capital markets. Mac Caughern Trade Development   
has focused on management and financial consulting services, specializing in    
strategic marketing, establishing distribution channels for products, mergers   
and acquisitions and financial public relations. Mr. Mac Caughern has held      
various senior executive positions within the securities industry including     
running his own OSJ Securities firm for Roundhill Securities, in Park City,     
Utah. After resigning from Roundhill Securities in 1997, Mr. Mac Caughern has   
focused on identifying unique opportunities in the public markets and has       
implemented his innovative financial solutions for client companies. Mr. Mac    
Caughern attended Central Connecticut State College. Additionally, since October
2001, Mr. Mac Caughern has been a Professional Services Reserve for the Orange  
County Sheriff's Department in Orange County California.                        

    MICHAEL A. LICCARDO has served as a director since February 2001. He has
served as our chief executive officer, president and chairman of the board from 
April 2001 until April 28, 2003 at which time he resigned. Mr. Liccardo has been
the president and chief executive officer of Optivision since 1998 and chairman 
since December 1999 until April 28, 2003 at which time he resigned as Chairman. 
With over 25 years of experience in the high technology industry in various     
senior marketing, operations and financial management positions, Mr. Liccardo   
has directed business strategy for a broad range of markets, including computer 
and peripheral systems, software, semiconductors and multimedia communication.  
Prior to joining Optivision, Mr. Liccardo served in various executive management
positions at Cirrus Logic, a supplier of analog circuits and advanced           
mixed-signal chip products, including vice president of business development,   
vice president of strategic planning, and vice president and general manager.   
While at Cirrus Logic, Mr. Liccardo directed the spin off of Lexar Media.       
Previously, Mr. Liccardo was the chief operating officer of Scientific Micro    
Systems where he successfully completed its initial public offering. Mr.        
Liccardo also served as a member of the board at BusLogic. Mr. Liccardo holds   
both master and bachelor of science degrees in electrical engineering from the  
University of California at Berkeley, and an MBA from Stanford University.      

Code of Ethics                                                                  

We have adopted a Code of Ethics and Business Conduct for Officers, Directors   
and Employees that applies to all of our officers, directors and employees.     

Section 16(A) Beneficial Ownership Reporting Compliance                         

     Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
regulations of the Securities and Exchange Commission promulgated thereunder,   
require our directors, executive officers and persons who own more than 10% of a
registered class of our equity securities to file reports of ownership and      
changes in ownership with the Securities and Exchange Commission, and provide us
with copies of such reports. Based solely on a review of the copies of the      
reports furnished to us, or written representations that no reports were        
required to be filed, we believe that during the fiscal year ended December 31, 
2003 all Section 16(a) filing requirements applicable to our directors,         
officers, and greater than 10% beneficial owners were complied with.            

EXECUTIVE COMPENSATION

    The following tables set forth certain information regarding our CEO and
each of our most highly-compensated executive officers whose total annual salary
and bonus for the fiscal year ending December 31, 2003, 2002 and 2001 exceeded  
$100,000:                                                                       

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SUMMARY COMPENSATION TABLE

                                                                [Download Table]

                               ANNUAL COMPENSATION            LONG TERM COMPENSATION

                                                          SECURITIES     ALL OTHER  
                                    SALARY                UNDERLYING    COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR   ($)(1)     BONUS ($)  OPTIONS (#S)    ($) (2)   
                                                                                    
Michael A. Liccardo          2003     4,167              3,800,000            532   
President, Chief Executive   2002   149,777      ---     2,500,000          1,476   
Officer and Chairman of      2001   164,680      ---     1,100,000          1,278   
the Board (2)                                                                       

Lawrence L. Bartlett         2003   120,451             4,061,305           1,245   
Chief Financial Officer,     2002   175,120      ---    2,200,000           1,334   
Vice President and           2001   163,414      ---      825,000           1,245   
Secretary (3)                                                                       

Richard A. Falcone           2003    33,613      ---    3,511,305             977   
Vice President of            2002   190,733      ---    2,200,000             943   
Marketing, Worldwide         2001   184,228      ---      740,000             878   
Sales and Business                                                                  
Development                                                                         

Steven Peltier               2003    21,058      ---            0             168   
President, Chief Executive                                                          
Officer and Director (5)                                                            

Scott Mac Caughern           2003   107,437      ---            0             954   
Chairman of the Board of                                                            
Directors (6)                                                                       

(1) Amounts shown include cash and non-cash compensation earned and received by 
the named executive officers. These officers elected to defer all or a          
significant portion of their salaries in order that our financial resources be  
directed toward supporting operations. At the end of 2001, Messrs. Bartlett and 
Falcone had deferred compensation of approximately $40,000 and $39,800,         
respectively, all of which was paid in February 2002. At the end of 2001, Mr.   
Liccardo had deferred compensation of approximately $87,000, a portion of which 
was paid in the form of 13,695 stock options that were granted and immediately  
exercised by Mr. Liccardo on January 15, 2002 at the price of $1.20 per share,  
and the remainder of which will not be paid until our board of directors deems  
it prudent and such payment will not adversely affect our operations. At the end
of 2002 Messrs. Bartlett, Falcone and Liccardo had unpaid compensation $65,508, 
$55,499 and $196,562, respectively. Unpaid compensation at the end of 2003 is   
$296,555, $314,859 and $459,067 for Messrs. Bartlett, Falcone and Liccardo,     
respectively. As of March 22, 2004 unpaid compensation of $6,019 $7,353 $0.0 has
been paid, respectively.                                                        

(2) Represents the premiums paid by us with respect to term life insurance on   
the lives of each named executive officer pursuant to which the proceeds are    
paid to the beneficiaries of each policy.                                       

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(3) Mr. Liccardo became our president, chief executive officer and chairman of  
the board of directors in April 2001. On April 28, 2003 Mr. Liccardo resigned as
Chairman and CEO.                                                               

(4) Mr. Bartlett served as our interim president upon the resignation of Mr.    
John in March 2001 and until Mr. Liccardo was appointed in April 2001. On       
November 13, 2003 Mr. Bartlett resigned as Vice President, Chief Financial      
Officer, Secretary and Director.                                                

(5) Mr. Peltier was appointed President, CEO and Director on November 11, 2003. 
On November 13, 2003 Mr. Peltier was appointed Chief Financial Officer. On      
January 26, 2004 Mr. Peltier resigned.                                          

(6) Mr. Mac Caughern was appointed Chairman and Interim CEO on April 28, 2003.  
On November 11, 2003 he relinquished the Interim CEO position with the          
appointment of Mr. Peltier. On November 13, Mr. Mac Caughern was appointed      
Secretary.                                                                      

 OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding option granted to each of  
the named executive officers during the year ended December 31, 2003.           

 INDIVIDUAL GRANTS

                                                                [Download Table]

                                            PERCENTAGE OF                          
                           NUMBER OF        TOTAL OPTIONS                          
                          SECURITIES          GRANTED TO    EXERCISE OR            
                      UNDERLYING OPTIONS     EMPLOYEES IN    BASE PRICE  EXPIRATION
NAME                        GRANTED        FISCAL YEAR (1)   ($/SH) (2)     DATE   
                                                                                   
Michael A. Liccardo            -                                                   

Lawrence L. Bartlett    1,500,000 (3) (4)        4.4             .04      4/30/04  

Richard A. Falcone      1,500,000 (3) (4)        4.4             .04      4/30/04  

(1) Based on a total of 33,478,966 shares subject to options granted to         
employees (not counting options granted to non-employees) under all our stock   
option plans in the year ended December 31, 2003, including options granted to  
the named executive officers.                                                   

(2) All options were granted at an exercise price equal to the fair market value
of our common stock at the date of grant.                                       

(3) These options were issued under our 2002 Stock Plan.                        

(4) These options are all fully vested as of this date.                         

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION      
VALUES                                                                          

The following table sets forth information regarding the number and value of    
securities underlying unexercised options held by each of the named executive   
officers at December 31, 2003.                                                  

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                                                        [Enlarge/Download Table]

                                               NUMBER OF SECURITIES                                     
                       SHARES                 UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED     
                      ACQUIRED                      OPTIONS AT                IN-THE-MONEY OPTIONS AT   
                         ON       VALUE        DECEMBER 31, 2003 (1)           DECEMBER 31, 2003 (2)    
NAME                  EXERCISE  REALIZED  EXERCISABLE     UNEXERCISABLE  EXERCISABLE       UNEXERCISABLE
                                                                                                        
Michael A. Liccardo                        3,800,000              0         $0.0           $ 0.0        
Lawrence L. Bartlett                       4,211,305              0         $0.0            $0.0        
Richard A. Falcone                         3,511,305              0         $0.0            $0.0        
Steven Peltier          0         0               0               0            0               0        
Scott Mac Caughern      0         0               0               0            0               0        

(1) These amounts represent the total number of shares subject to options held  
by the named executive officers at December 31, 2003. These options were granted
on various dates during 2001, 2002 and 2003 and include options issued in       
exchange for Optivision, Inc. options in connection with our merger with        
Optivision, Inc. on April 16, 2001.                                             

(2) These amounts represent the difference between the exercise price of options
and the closing bid price of our common stock on December 31, 2003, which was   
$0.03, for all the in-the-money options held by the named executive officers.   

DIRECTOR COMPENSATION                                                           

We do not currently compensate our directors for their services as directors.   
Directors are reimbursed for their reasonable out-of-pocket expenses incurred   
with attending board or committee meetings.                                     

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS                        

We presently do not have any employment agreements.                             

1997 STOCK PLAN                                                                 

GENERAL                                                                         

Our board of directors adopted the 1997 Stock Plan (formerly the Optivision,    
Inc. 1997 Stock Plan) in February 2001 effective upon the completion of the     
merger with Optivision, Inc. in April 2001. Our stockholders approved the 1997  
Stock Plan in February 2001. 3,993,482 shares of our common stock are authorized
for issuance under the 1997 Stock Plan. As of December 31, 2003, no shares of   
common stock remained available for future grant. The 1997 Stock Plan will      
terminate in February 2011.                                                     

ADMINISTRATION                                                                  

The 1997 Stock Plan is administered by our board of directors or a committee of 
the board. The 1997 Stock Plan provides for the grant of incentive stock options
as defined in Section 422 of the Internal Revenue Code to our employees         
(including officers and directors who are also employees) and the employees     
(including officers and directors who are also employees) of our subsidiary     
corporations. The 1997 Stock Plan also provides for the grant of nonstatutory   
stock options and the grant of stock purchase rights both to our employees,     
non-employee directors, consultants and advisors, and to the employees,         
non-employee directors, consultants and advisors of our subsidiary corporations.
Our board of directors has the authority to amend the 1997 Stock Plan at any    
time, with stockholder approval, if required.                                   

PLAN FEATURES                                                                   

UNDER THE 1997 STOCK PLAN:                                                      

o Qualified employees are eligible for the grant of incentive stock options to  
purchase shares of our common stock;                                            

o Our board of directors or the committee appointed by the board to administer  
the 1997 Stock Plan will determine the exercise price of options or the purchase
price of stock purchase rights, but the option price for incentive stock options
will not be less than 100% of the fair market value of the stock on the date of 
grant and the exercise price of nonstatutory stock options will not be less than
85% of the fair market value of the stock on the date of grant; and             

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o The exercise price or purchase price may, at the discretion of our board of   
directors or the committee appointed by the board to administer the 1997 Stock  
Plan, be paid in cash, cash equivalents, promissory note, surrender of stock, a 
cashless exercise, surrender of stock, past services, cancellation of           
indebtedness owed to the grantee or any form of payment that is consistent with 
applicable laws, regulations and rules.                                         

CHANGE OF CONTROL AND ACCELERATED VESTING                                       

In the event that we merge with or into another corporation or sell             
substantially all of our assets, to the extent permitted by applicable law, the 
surviving corporation will assume all outstanding stock awards, including stock 
options, or substitute equivalent stock awards. If the successor corporation    
does not agree to assume the stock awards or substitute equivalent stock awards,
all stock awards shall become fully vested and exercisable prior to the change  
of control, and our board of directors (or the committee appointed by the board 
to administer the plan) will notify plan participants that the stock award are  
fully exercisable for a 15-day period from the date of the notice. The stock    
awards will terminate upon expiration of such period. In the event of our       
proposed dissolution or liquidation, our board of directors (or the committee   
appointed by the board to administer the plan) will notify plan participants at 
least 15 days prior to such proposed action. Unless previously exercised, all   
stock awards will terminate immediately prior to the consummation of such       
proposed action.                                                                

2000 STOCK PLAN                                                                 

GENERAL                                                                         

Our board of directors adopted the 2000 Stock Plan in October 2000, and our     
stockholders approved the plan in October 2000. 5,500,000 shares of our common  
stock are authorized for issuance under the 2000 Stock Plan. As of December 31, 
2003, no shares of common stock remained available for future grant. The 2000   
Stock Plan will terminate in October 2010.                                      

ADMINISTRATION                                                                  

The 2000 Stock Plan is administered by our board of directors or a committee of 
the board. The 2000 Stock Plan provides for the grant of incentive stock options
as defined in Section 422 of the Internal Revenue Code to our employees         
(including officers and directors who are also employees) and the employees     
(including officers and directors who are also employees) of our subsidiary     
corporations. The 2000 Stock Plan also provides for the grant of nonstatutory   
stock options and the grant of stock purchase rights both to our employees,     
non-employee directors, consultants and advisors, and to the employees,         
non-employee directors, consultants and advisors of our subsidiary corporations.
Our board of directors has the authority to amend the 2000 Stock Plan at any    
time, with stockholder approval, if required.                                   

PLAN FEATURES                                                                   

UNDER THE 2000 STOCK PLAN:                                                      

o Qualified employees are eligible for the grant of incentive stock options to  
purchase shares of our common stock;                                            

o Our board of directors or the committee appointed by the board to administer  
the plan will determine the exercise price of options or the purchase price of  
stock purchase rights, but the option price for incentive stock options will not
be less than 100% of the fair market value of the stock on the date of grant and
the exercise price of nonstatutory stock options will not be less than 85% of   
the fair market value of the stock on the date of grant; and                    

o The exercise price or purchase price may, at the discretion of our board of   
directors or the committee appointed by the board to administer the plan, be    
paid in cash, cash equivalents, promissory note, surrender of stock, a cashless 
exercise, surrender of stock, past services, cancellation of indebtedness owed  
to the grantee or any form of payment that is consistent with applicable laws,  
regulations and rules.                                                          

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CHANGE OF CONTROL AND ACCELERATED VESTING                                       

In the event that we merge with or into another corporation or sell             
substantially all of our assets, to the extent permitted by applicable law, the 
surviving corporation will assume all outstanding stock awards, including stock 
options, or substitute equivalent stock awards. If the successor corporation    
does not agree to assume the stock awards or substitute equivalent stock awards,
all stock awards shall become fully vested and exercisable prior to the change  
of control, and our board of directors (or the committee appointed by the board 
to administer the plan) will notify plan participants that the stock award are  
fully exercisable for a 15-day period from the date of the notice. The stock    
awards will terminate upon expiration of such period. In the event of our       
proposed dissolution or liquidation, our board of directors (or the committee   
appointed by the board to administer the plan) will notify plan participants at 
least 15 days prior to such proposed action. Unless previously exercised, all   
stock awards will terminate immediately prior to the consummation of such       
proposed action.                                                                

2002 STOCK PLAN                                                                 

GENERAL                                                                         

On June 17, 2002, our board of directors adopted the 2002 Stock Plan which our  
stockholders approved on June 20, 2002. 20,000,000 shares of our common stock   
are authorized for issuance under the 2002 Stock Plan. As of December 31, 2003, 
no shares of common stock remained available for future grant. The 2002 Stock   
Plan will terminate in June 2012.                                               

ADMINISTRATION                                                                  

The 2002 Stock Plan is administered by our board of directors or a committee of 
the board. The 2002 Stock Plan provides for the grant of incentive stock options
as defined in Section 422 of the Internal Revenue Code to our employees         
(including officers and directors who are also employees) and the employees     
(including officers and directors who are also employees) of our subsidiary     
corporations. The 2002 Stock Plan also provides for the grant of nonstatutory   
stock options and the grant of stock purchase rights both to our employees,     
non-employee directors, consultants and advisors, and to the employees,         
non-employee directors, consultants and advisors of our subsidiary corporations.
Our board of directors has the authority to amend the 2002 Stock Plan at any    
time, with stockholder approval, if required.                                   

PLAN FEATURES                                                                   

UNDER THE 2002 STOCK PLAN:                                                      

o Qualified employees are eligible for the grant of incentive stock options to  
purchase shares of our common stock;                                            

o Our board of directors or the committee appointed by the board to administer  
the plan will determine the exercise price of options and the purchase price of 
stock purchase rights, which cannot be less than 100% of the fair market value  
of the stock on the date of grant; and                                          

o The exercise price or purchase price may, at the discretion of our board of   
directors or the committee appointed by the board to administer the plan, be    
paid in cash, cash equivalents, promissory note, surrender of stock, a cashless 
exercise, surrender of stock, past services, cancellation of indebtedness owed  
to the grantee or any form of payment that is consistent with applicable laws,  
regulations and rules.                                                          

CHANGE OF CONTROL AND ACCELERATED VESTING                                       

In the event that we merge with or into another corporation or sell             
substantially all of our assets, to the extent permitted by applicable law, the 
surviving corporation will assume all outstanding stock awards, including stock 
options, or substitute equivalent stock awards. If the successor corporation    
does not agree to assume the stock awards or substitute equivalent stock awards,
all stock awards shall become fully vested and exercisable prior to the change  
of control, and our board of directors (or the committee appointed by the board 
to administer the plan) will notify plan participants that the stock award are  
fully exercisable for a 15-day period from the date of the notice. The stock    
awards will terminate upon expiration of such period. In the event of our       
proposed dissolution or liquidation, our board of directors (or the committee   
appointed by the board to administer the plan) will notify plan participants at 
least 15 days prior to such proposed action. Unless previously exercised, all   
stock awards will terminate immediately prior to the consummation of such       
proposed action.                                                                

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2003 STOCK PLAN                                                                 

GENERAL                                                                         

On June 17, 2003, our board of directors adopted the 2003 Stock Plan which our  
stockholders approved on June 17, 2003. 50,000,000 shares of our common stock   
are authorized for issuance under the 2003 Stock Plan. As of December 31, 2003, 
9,320,000 shares of common stock remained available for future grant. The 2003  
Stock Plan will terminate in June 2013.                                         

ADMINISTRATION                                                                  

The 2003 Stock Plan is administered by our board of directors or a committee of 
the board. The 2003 Stock Plan provides for the grant of incentive stock options
as defined in Section 422 of the Internal Revenue Code to our employees         
(including officers and directors who are also employees) and the employees     
(including officers and directors who are also employees) of our subsidiary     
corporations. The 2003 Stock Plan also provides for the grant of nonstatutory   
stock options and the grant of stock purchase rights both to our employees,     
non-employee directors, consultants and advisors, and to the employees,         
non-employee directors, consultants and advisors of our subsidiary corporations.
Our board of directors has the authority to amend the 2003 Stock Plan at any    
time, with stockholder approval, if required.                                   

PLAN FEATURES                                                                   

UNDER THE 2003 STOCK PLAN:                                                      

o Qualified employees are eligible for the grant of incentive stock options to  
purchase shares of our common stock;                                            

o Our board of directors or the committee appointed by the board to administer  
the plan will determine the exercise price of options and the purchase price of 
stock purchase rights, which cannot be less than 100% of the fair market value  
of the stock on the date of grant; and                                          

o The exercise price or purchase price may, at the discretion of our board of   
directors or the committee appointed by the board to administer the plan, be    
paid in cash, cash equivalents, promissory note, surrender of stock, a cashless 
exercise, surrender of stock, past services, cancellation of indebtedness owed  
to the grantee or any form of payment that is consistent with applicable laws,  
regulations and rules.                                                          

CHANGE OF CONTROL AND ACCELERATED VESTING                                       

In the event that we merge with or into another corporation or sell             
substantially all of our assets, to the extent permitted by applicable law, the 
surviving corporation will assume all outstanding stock awards, including stock 
options, or substitute equivalent stock awards. If the successor corporation    
does not agree to assume the stock awards or substitute equivalent stock awards,
all stock awards shall become fully vested and exercisable prior to the change  
of control, and our board of directors (or the committee appointed by the board 
to administer the plan) will notify plan participants that the stock award are  
fully exercisable for a 15-day period from the date of the notice. The stock    
awards will terminate upon expiration of such period. In the event of our       
proposed dissolution or liquidation, our board of directors (or the committee   
appointed by the board to administer the plan) will notify plan participants at 
least 15 days prior to such proposed action. Unless previously exercised, all   
stock awards will terminate immediately prior to the consummation of such       
proposed action.                                                                

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2004 STOCK PLAN                                                                 

GENERAL                                                                         

In August 2004, our board of directors adopted the 2004 Stock Plan. 200,000,000 
shares of our common stock are authorized for issuance under the 2004 Stock     
Plan, none of which have been issued to date. The 2004 Stock Plan will terminate
in June 2013.                                                                   

ADMINISTRATION                                                                  

The 2004 Stock Plan is administered by our board of directors or a committee of 
the board. The 2004 Stock Plan provides for the grant of incentive stock options
as defined in Section 422 of the Internal Revenue Code to our employees         
(including officers and directors who are also employees) and the employees     
(including officers and directors who are also employees) of our subsidiary     
corporations. The 2004 Stock Plan also provides for the grant of nonstatutory   
stock options and the grant of stock purchase rights both to our employees,     
non-employee directors, consultants and advisors, and to the employees,         
non-employee directors, consultants and advisors of our subsidiary corporations.
Our board of directors has the authority to amend the 2004 Stock Plan at any    
time, with stockholder approval, if required.                                   

PLAN FEATURES                                                                   

UNDER THE 2004 STOCK PLAN:                                                      

o Qualified employees are eligible for the grant of incentive stock options to  
purchase shares of our common stock;                                            

o Our board of directors or the committee appointed by the board to administer  
the plan will determine the exercise price of options and the purchase price of 
stock purchase rights, which cannot be less than 100% of the fair market value  
of the stock on the date of grant; and                                          

o The exercise price or purchase price may, at the discretion of our board of   
directors or the committee appointed by the board to administer the plan, be    
paid in cash, cash equivalents, promissory note, surrender of stock, a cashless 
exercise, surrender of stock, past services, cancellation of indebtedness owed  
to the grantee or any form of payment that is consistent with applicable laws,  
regulations and rules.                                                          

CHANGE OF CONTROL AND ACCELERATED VESTING                                       

In the event that we merge with or into another corporation or sell             
substantially all of our assets, to the extent permitted by applicable law, the 
surviving corporation will assume all outstanding stock awards, including stock 
options, or substitute equivalent stock awards. If the successor corporation    
does not agree to assume the stock awards or substitute equivalent stock awards,
all stock awards shall become fully vested and exercisable prior to the change  
of control, and our board of directors (or the committee appointed by the board 
to administer the plan) will notify plan participants that the stock award are  
fully exercisable for a 15-day period from the date of the notice. The stock    
awards will terminate upon expiration of such period. In the event of our       
proposed dissolution or liquidation, our board of directors (or the committee   
appointed by the board to administer the plan) will notify plan participants at 
least 15 days prior to such proposed action. Unless previously exercised, all   
stock awards will terminate immediately prior to the consummation of such       
proposed action.                                                                

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 2002, we issued to Michael A. Liccardo, our director and former      
officer, a convertible note in the principal amount of $3,547,916 in exchange   
for the cancellation of certain loans (including accrued interest thereon) that 
Mr. Liccardo had made to us to meet current operating expenses. The note bears  
interest at 10% per annum and matured on January 14, 2003. In June 2002, Mr.    
Liccardo converted $2,050,000 in principal of this convertible note and, in     
connection therewith, received 26,623,377 shares of common stock. In December   
2002, Mr. Liccardo converted $500,000 in principal of his convertible note and  
in connection therewith received 12,500,000 shares of common stock. In March    
2003, expenses due Mr. Liccardo, which was previously classified as a note      
payable in the amount of $119,791 was exchanged for a convertable note with the 
same terms as the January 14, 2002 note. In March 2003, Mr. Liccardo converted  
$112,000 in principal of this convertible note and in connection therewith      
received 14,000,000 shares of common stock. Mr. Liccardo may, at any time, elect
to convert the outstanding principal of $1,000,763 of the convertible note and  
accrued interest thereon into a number of shares of our common stock determined 
by dividing the outstanding principal and interest on the note the lower of (i) 
$0.35 or (ii) 70% of the average of the lowest three intraday prices of our     
common stock during the 20 trading days immediately preceding the applicable    
conversion date. The fixed conversion price of $0.35 is subject to adjustment to
a lower conversion price in the event of stock splits, dividends,               
recapitalizations and the like. Mr. Liccardo agreed to waive his right to       
convert the convertible note and have the appropriate number of shares reserved 
until the earlier of either (i) the conversion, exercise or reset of each of the
instruments issued pursuant to the various financing arrangements; (ii) the     
repayment in full of the obligations due under the existing financing           
arrangements; or iii) obtaining of the stockholder approval to increase our     
authorized number of common stock and has filed such Certificate of Amendment   
amending the Company's Certificate of Incorporation with the Secretary of State 
of the State of Delaware.                                                       

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     On May 6, 2004, we entered into an Asset Purchase Agreement with Corridor
Communications Corporation, an Oregon corporation ("Corridor-Oregon"), whereby  
we acquired all of the assets of Corridor-Oregon in exchange for 12,000,000     
shares of common stock of our company. Corridor-Oregon is a Wireless Internet   
Service Provider ("WISP") providing high-speed ubiquitous connectivity to single
family homes, businesses and hotspots. Mr. Heil, our executive officer and      
director, was the sole executive officer and director of Corridor-Oregon.       

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information about the beneficial ownership of our  
common stock, as of October 5, 2004, by:                                        

o     each person or entity who is known by us to own beneficially more than 5% 
of the outstanding shares of our common stock;                      
o     each of our directors;                                                    
o     each of our named executive officers; and                                 
o     all directors and executive officers as a group.                          

Beneficial ownership is determined in accordance with the rules of the          
Securities and Exchange Commission and generally includes voting or investment  
power with respect to securities, subject to community property laws, where     
applicable. Shares of our common stock subject to options or other convertible  
securities that are presently exercisable or convertible or exercisable or      
convertible within 60 days of October 5, 2004 are deemed to be outstanding      
and beneficially owned by the holder for the purpose of computing shares and    
percentage ownership of that holder, but are not treated as outstanding for the 
purpose of computing the percentage ownership of any other person. The          
percentage of beneficial ownership is based on 799,111,499 shares of common     
stock outstanding as of October 5, 2004                                         

                                                        [Enlarge/Download Table]

                          NAME AND ADDRESS                      NUMBER OF SHARES       PERCENTAGE OF SHARES  
                        OF BENEFICIAL OWNER                   BENEFICIALLY OWNED (1)      OUTSTANDING (1)    
                       ---------------------                 -----------------------  -----------------------
5% Stockholders                                                                                              
---------------                                                                                              
                                                                                                             
Alpha Capital Aktiengesellschaft (2)                                                                         
  Pradafant                                                         87,804,704                 9.99%         
  79490 Furstentums, Vaduz, Liechtenstein                                                                    

Stonestreet Limited Partnership (2)                                                                          
  260 Town Centre Blvd.,                                            87,804,704                 9.99%         
  Suite 201, Markham, ON, L3R 8H8, Canada                                                                    

Bristol Investment Fund, LTD (2)                                                                             
   Caledonian House, Jennett Street, George Town                    87,804,704                 9.99%         
   Grand Cayman, Cayman Islands                                                                              

SDS Capital Group SPC, Ltd. (2)                                                                              
   53 Forest Avenue, 2nd Floor                                      87,804,704                 9.99%         
   Old Greenwich, Connecticut 06870                                                                          

Executive Officers and Directors (2)                                                                         
Michael A. Liccardo(5)                                             360,835,380                32.62%         
Scott Mac Caughern                                                  56,616,262                 7.08%         
J. Michael Heil(4)                                                  43,616,262                 5.45%         
All directors and executive officers as a group (3 persons)        460,848,786                41.67%         

* Less than 1%.                                                                 

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(1) Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated. For purposes of this table, a person or   
group of persons is deemed to have "beneficial ownership" of any shares which   
such person has the right to acquire within 60 days as of October 5, 2004.      
For purposes of computing the percentage of outstanding shares held by each     
person or group of persons named above on October 5, 2004 any security which    
such person or group of persons has the right to acquire within 60 days after   
such date is deemed to be outstanding for the purpose of computing the          
percentage ownership for such person or persons, but is not deemed to be        
outstanding for the purpose of computing the percentage ownership of any other  
person.                                                                         

(2) The shareholder has contractually agreed to not convert convertible         
debentures or exercise warrants in excess of 9.99% of our outstanding shares of 
common stock.                                                                   

(3) Unless otherwise indicated, the address of each of the persons or entities  
listed in the table is c/o Corridor Communications Corp., 9333 East Main Street,
Suite 122, Mesa, Arizona 85207.                                                 

(4) Includes 12,000,000 shares of common stock owned by Corridor Communication  
Corporation, an Oregon corporation, of which Mr. Heil is a director, officer and
shareholder.                                                                    

(5) Mr. Liccardo's beneficial ownership includes (i) 54,018,677 shares of common
stock and (ii) 306,816,703 shares of common stock that are issuable upon        
conversion of the convertible debenture in the amount of $1,120,554 and accrued 
interest of $275,462 held by Mr. Liccardo, which is convertible into common     
stock at the lower of $0.35 or 65% of the average of the lowest three intraday  
prices of our Common Stock during the 20 trading days immediately preceding the 
applicable conversion date.                                                     

DESCRIPTION OF SECURITIES TO BE REGISTERED

GENERAL                                                                         

We are authorized to issue 1,620,000,000 shares, consisting of      
1,600,000,000 shares of common stock, par value $0.0001 per share, of which     
799,111,499 shares are issued and outstanding.                                  

COMMON STOCK                                                                    

     Holders of common stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of stockholders. Shares of common stock do   
not carry cumulative voting rights and, therefore, holders of a majority of the 
outstanding shares of common stock will be able to elect the entire board of    
directors, and, if they do so, minority stockholders would not be able to elect 
any members to the board of directors. Our board of directors has authority,    
without action by the stockholders, to issue all or any portion of the          
authorized but unissued shares of common stock, which would reduce the          
percentage ownership of the stockholders and which may dilute the book value of 
the common stock.                                                               

   Stockholders have no pre-emptive rights to acquire additional shares of
common stock. The common stock is not subject to redemption and carries no      
subscription or conversion rights. In the event of liquidation, the shares of   
common stock are entitled to share equally in corporate assets after            
satisfaction of all liabilities. The shares of common stock, when issued, will  
be fully paid and non-assessable.                                               

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     Holders of common stock are entitled to receive dividends as the board of
directors may from time to time declare out of funds legally available for the  
payment of dividends. We have not paid dividends on common stock and do not     
anticipate that we will pay dividends in the foreseeable future.                

PREFERRED STOCK                                                                 

     The board of directors has authority, without action by the stockholders,
to issue all or any portion of the authorized but unissued preferred stock in   
one or more series and to determine the voting rights, preferences as to        
dividends and liquidation, conversion rights, and other rights of such series.  
The preferred stock, if and when issued, may carry rights superior to those of  
the common stock.                                                               

      We have issued 1,457 shares of Series A Convertible Preferred Stock. We do
not have any plans to issue any additional shares of preferred stock. However,  
we consider it desirable to have one or more classes of preferred stock to      
provide us with greater flexibility in the future in the event that we elect to 
undertake an additional financing and in meeting corporate needs that may arise.
If opportunities arise that would make it desirable to issue preferred stock    
through either public offerings or private placements, the provision for these  
classes of stock in our certificate of incorporation would avoid the possible   
delay and expense of a stockholders' meeting, except as may be required by law  
or regulatory authorities. Issuance of the preferred stock would result,        
however, in a series of securities outstanding that may have certain preferences
with respect to dividends, liquidation, redemption, and other matters over the  
common stock which would result in dilution of the income per share and net book
value of the common stock. Issuance of additional common stock pursuant to any  
conversion right that may be attached to the preferred stock may also result in 
the dilution of the net income per share and net book value of the common stock.
The specific terms of any series of preferred stock will depend primarily on    
market conditions, terms of a proposed acquisition or financing, and other      
factors existing at the time of issuance. As a result, it is not possible at    
this time to determine the respects in which a particular series of preferred   
stock will be superior to our common stock. The board of directors does not have
any specific plan for the issuance of preferred stock at the present time and   
does not intend to issue any such stock on terms which it deems are not in our  
best interest or the best interests of our stockholders.                        

CONVERTIBLE DEBENTURE, UNIT AND PREFERRED STOCK FINANCING                       

Terms of December 2001 Secured Convertible Debenture Financing      

      The December 2001 financing agreements with Bristol Investment Fund,
Ltd. provided for the issuance of a total of $500,000 of convertible debentures 
that have been converted into shares of our common stock. In connection with the
issuance of the convertible debentures in December 2001, we issued to the       
debenture holder warrants to purchase 1,000,000 shares of our common stock,     
subject to antidilution adjustment, and to others warrants to purchase 100,000  
shares of our common stock, subject to antidilution adjustment. These warrants, 
as amended, have an amended exercise price of $0.05 per share. These warrants,  
which we are registering, can be exercised any time through and including       
December 28, 2008.                                                              

Terms of February 2002 Unit Financing, As Amended                   

 Under the February 2002 financing agreements with Alpha Capital
Aktiengesellschaft and Stonestreet Limited Partnership, as amended in June 2002,
we issued and sold a total of 187,500 units, at a price of $8.00 per unit, with 
each unit consisting of 21 shares of our common stock, subject to adjustment    
pursuant to exercise of the reset option, and one warrant to purchase three     
shares of our common stock at an exercise price of approximately $0.13 per      
share, subject to adjustment for, among other things, capital issuances below   
$0.13 per share and for stock splits, combination or reclassification of our    
capital stock and the like.                                                     

      Under the reset option included in each unit, the selling security holders
have the right to receive additional shares of common stock for each unit       
without the payment of any additional consideration. The reset option provides  
that, at any time, but only one time for each unit, until June 18, 2005, at the 
option of the applicable selling security holder, the number of shares          
comprising such unit may be increased by the difference between (A) $8.00       
divided by 70% of the average of the three lowest intraday trading prices (which
need not occur on consecutive trading days) for our common stock during the 20  
trading day period ending one trading day prior to the date of exercise of such 
option, less (B) 21. Thus, the reset options will be exercised for additional   
shares of our common stock at below the current market price on the exercise    
date. In addition, there is no limit on the number of shares of our common stock
that may be issued upon exercise of the reset options. In fact, the number of   
shares issuable upon exercise of the reset options fluctuates with our common   
stock market price and cannot be determined until the day of exercise. If the   
reset options are exercised, stockholders may be subject to an immediate        
dilution in their percentage ownership of our common stock.                     

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In May 2003, we agreed to modify Alpha's unit investment whereby, in
consideration of the cancellation of the reset option, we issued a secured      
convertible debenture in the amount $910,120. This debenture bears interest at  
12%, matures two years from the date of issuance, and is convertible into our   
common stock, at the selling stockholders' option, at the lower of (i) $0.385 or
(ii) 70% of the average of the three lowest intraday trading prices for the     
common stock on a principal market for the 20 trading days before but not       
including the conversion date. Accordingly, there is in fact no limit on the    
number of shares into which the debentures may be converted. In addition, in May
2003, Stonestreet has also agreed not sell any portion of its shares received in
connection with this financing until such time as Alpha and Bristol have each   
converted 80% of the principal amount of their convertible debentures.          

      Each selling security holder is not entitled to exercise a reset option if
the sum of (i) the number of shares of common stock beneficially owned by that  
selling security holder and its affiliates on the date of exercise, and (ii) the
number of shares of common stock issuable upon the exercise of the reset option 
would result in beneficial ownership by the selling security holder and its     
affiliates of more than 9.99% of our outstanding shares of common stock on the  
date of exercise. Each selling security holder may void the exercise limitation 
upon 75 days prior written notice to us.                                        

    The warrants included in the units can be exercised any time through and
including June 18, 2005. The selling security holders are entitled to exercise  
all or a portion of their warrants at any time prior to the warrant expiration  
date, at which time all unexercised warrants will expire. Each selling security 
holder has the right, in lieu of exercising the warrants for cash, to a cashless
exercise of its warrants if the fair market value of one share of common stock  
is greater than the exercise price of the warrants. However, the holder may not 
employ the cashless exercise feature at any time that the stock to be issued    
upon exercise is included for unrestricted resale in an effective registration  
statement. This prospectus is registering the shares underlying Alpha's note in 
the amount of $910,120 note, shares issuable upon reset of 39,740 units and     
shares of common stock issuable upon exercise of warrants issued in connection  
with this financing                                                             

Terms of June 2002 Secured Convertible Debenture Financing          

    In June 2002, we issued and sold to Alpha Capital Aktiengesellschaft and
Stonestreet Limited Partnership two convertible notes in the aggregate principal
amount of $450,000 and warrants to purchase up to 135,000 shares of our common  
stock. The interest rate on the convertible notes is 12% per annum with a       
two-year maturity. In relation to this financing, we received gross proceeds of 
$450,000, and net proceeds of $385,738, after paying $51,750 in finders fees,   
and $12,512 for related legal and accounting fees.                              

      Each note is convertible at the holder's option at any time into shares of
our common stock at a conversion price per share that is the lesser of (1)      
$0.385 or (2) 70% of the average of the lowest three intraday prices (which need
not occur on consecutive trading days) of our common stock during the 20 trading
days immediately preceding the applicable conversion date. Thus, the notes will 
be converted at prices below the current market price on the conversion date.   
The number of shares we will issue upon the conversion of these notes fluctuates
with our common stock market price and cannot be determined until the day of    
conversion. If conversions of the notes occur, stockholders may be subject to an
immediate dilution in their percentage ownership of our common stock. In May    
2003, Stonestreet agreed to not convert its secured convertible debenture for a 
price per share of less than $.05 and to not sell any portion of its shares     
received in connection with this financing until such time as Alpha and Bristol 
have each converted 80% of the principal amount of their convertible debentures.

     In connection with the issuance of the convertible notes in June 2002, we
issued to the selling security holders warrants to purchase 135,000 shares of   
our common stock. These warrants have an exercise price of approximately $0.13  
per share, subject to adjustment for, among other things, capital issuances     
below $0.13 per share and for stock splits, combination or reclassification of  
our capital stock and the like. The warrants can be exercised any time through  
and including June 18, 2007. Each selling security holder has the right, in lieu
of exercising the warrants for cash, to a cashless exercise of its warrants if  
the fair market value of one share of common stock is greater than the exercise 
price of the warrants. However, the holder may not employ the cashless exercise 
feature at any time that the stock to be issued upon exercise is included for   
unrestricted resale in an effective registration statement. We are registering  
135,000 shares of common stock underlying the warrants issued in connection with
this financing.                                                                 

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Terms of May 2003 Secured Convertible Debenture Financing           

   In May 2003, we entered into a Securities Purchase Agreement with three
accredited investors for the sale of (i) $1,000,000 in convertible debentures   
and (ii) warrants to buy 5,000,000 shares of our common stock. The debentures   
bear interest at 12%, mature two years from the date of issuance, and are       
convertible into our common stock, at the selling stockholders' option, at the  
lower of (i) $0.05 or (ii) 65% of the average of the three lowest intraday      
trading prices for the common stock on a principal market for the 30 trading    
days before but not including the conversion date. Accordingly, there is in fact
no limit on the number of shares into which the debentures may be converted. In 
connection with the issuance of the convertible debentures in May 2003, we      
issued to the debenture holder warrants to purchase 5,000,000 shares of our     
common stock, subject to antidilution adjustment. These warrants have an        
exercise price of $0.05 per share. These warrants can be exercised any time     
through and including May 9, 2010. We are registering the shares of common stock
underlying the debentures and the warrants issued in connection with this       
financing.                                                                      

Terms of September 2003 Secured Convertible Debenture Financing     

   In September 2003, we entered into a Securities Purchase Agreement with
one accredited investor for the sale of (i) $250,000 in convertible debentures  
and (ii) warrants to buy 1,250,000 shares of our common stock. The debentures   
bear interest at 12%, mature two years from the date of issuance, and are       
convertible into our common stock, at the selling stockholders' option, at the  
lower of (i) $0.05 or (ii) 65% of the average of the three lowest intraday      
trading prices for the common stock on a principal market for the 30 trading    
days before but not including the conversion date. Accordingly, there is in fact
no limit on the number of shares into which the debentures may be converted. In 
connection with the issuance of the convertible debentures in September 2003, we
issued to the debenture holder warrants to purchase 1,250,000 shares of our     
common stock, subject to antidilution adjustment. These warrants have an        
exercise price of $0.05 per share. These warrants can be exercised any time     
through and including September 17, 2010.                                       

Terms of October 2003 Conversion Agreement                          

 In October 2003, we entered into an agreement with Bristol Investment
Fund, Ltd. and Alpha Capital Aktiengesellschaft whereby we agreed to pay the    
investors, in connection with a senior security interest in the amount of       
$531,397.29, in shares of common stock at a price per share equal to the lessor 
of $.05 and sixty-five percent (65%) of the average of the lowest three intraday
trading prices during the thirty trading day preceding payment.                 

As of October 1, 2003, we have reserved a good faith estimate of the
number of shares of common stock to account for market fluctuations and         
antidilution and price protection adjustments, which would be issuable upon     
conversion in full of the debentures, exercise of the reset option and exercise 
of the warrants in connection with our financings. These reserve amounts are our
good faith estimate of the number of shares that we believe we need to reserve. 
We can provide no assurance as to how many shares we will ultimately need to    
issue upon the conversion of the debentures or exercise of the investment       
options. If we are required to issue additional shares we will be required to   
file an additional registration statement for those shares, a process which will
be costly and time consuming. The issuance of these shares will dilute our      
common stock per share net tangible book value and may result in a decline in   
our stock price.                                                                

Terms of November 2003 Secured Convertible Debenture Financing      

    In November 2003, we entered into a financing agreement with SDS Capital
Group SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol Investment Fund, Ltd.
and Stonestreet Limited Partnership, pursuant to which we issued and sold 12%   
two-year secured convertible debentures in the principal amount of $1,100,000   
and 5,500,000 warrants to purchase shares of our common stock, subject to       
antidilution adjustment. The debentures are convertible at the holder's option  
at any time into shares of our common stock at the lesser of (i) $0.03 or (ii)  
65% of the average of the three lowest intraday trading prices for the common   
stock on a principal market for the 30 trading days before but not including the
conversion date. This prospectus relates to the resale of the common stock      
underlying this convertible debenture held by SDS Capital Group SPC, Ltd., Alpha
Capital Aktiengesellschaft, and Stonestreet Limited Partnership and warrants    
held by SDS Capital Group SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol  
Investment Fund, Ltd. and Stonestreet Limited Partnership.                      

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Terms of July 2004 Preferred Stock Financing                        

      In July 2004, we entered into a financing agreement with SDS Capital Group
SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol Investment Fund, Ltd. and  
Stonestreet Limited Partnership, pursuant to which we issued and sold an        
aggregate of 1,457 shares of Series A Preferred Stock and common stock purchase 
warrants. The shares of Series A Convertible Preferred Stock are convertible    
into shares of common stock at the price of $.02 per share; provided, however,  
under certain circumstances amounting to a breach of our obligations under the  
agreements with the investors, the conversion price is the lesser of $0.02 or   
80% of the average of the three lowest intraday trading prices during the 20    
trading days immediately prior to the conversion date. The warrants are         
exercisable at $.02 per share. This prospectus relates to the resale of the     
common stock underlying the Series A Convertible Preferred Stock and the related
warrants held by SDS Capital Group SPC, Ltd., Alpha Capital Aktiengesellschaft, 
Bristol Investment Fund, Ltd. and Stonestreet Limited Partnership.              

Terms of August 2004 Note Financing                                 

In August 2004, we entered into a financing arrangement with Bristol
Investment Fund, Ltd. whereby we borrowed $300,000, which must be repaid within 
two months. In connection therewith, we issued 45,000,000 shares of common      
stock exercisable at $.0035 to Bristol Investment Fund, Ltd. This prospectus    
relates to the resale of the common stock underlying these warrants.            

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Certificate of Incorporation, as amended, provide to the fullest
extent permitted by Delaware law, our directors or officers shall not be        
personally liable to us or our shareholders for damages for breach of such      
director's or officer's fiduciary duty. The effect of this provision of our     
Certificate of Incorporation, as amended, is to eliminate our rights and our    
shareholders (through shareholders' derivative suits on behalf of our company)  
to recover damages against a director or officer for breach of the fiduciary    
duty of care as a director or officer (including breaches resulting from        
negligent or grossly negligent behavior), except under certain situations       
defined by statute. We believe that the indemnification provisions in our       
Certificate of Incorporation, as amended, are necessary to attract and retain   
qualified persons as directors and officers.                                    

   Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act" or "Securities Act") may be permitted to directors,      
officers or persons controlling us pursuant to the foregoing provisions, or     
otherwise, we have been advised that in the opinion of the Securities and       
Exchange Commission, such indemnification is against public policy as expressed 
in the Act and is, therefore, unenforceable.                                    

PLAN OF DISTRIBUTION

     Each Selling Stockholder (the "Selling Stockholders") of the common stock
("Common Stock") of Corridor Communications Corp., a Delaware corporation (the  
"Company") and any of their pledgees, assignees and successors-in-interest may, 
from time to time, sell any or all of their shares of Common Stock on the       
Trading Market or any other stock exchange, market or trading facility on which 
the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A Selling Stockholder may use any one or more of the         
following methods when selling shares:                                          

o     ordinary brokerage transactions and transactions in which the 
broker-dealer solicits purchasers;                      

  o     block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;             

o     purchases by a broker-dealer as principal and resale by the   
broker-dealer for its account;                          

o     an exchange distribution in accordance with the rules of the  
applicable exchange;                                    

o     privately negotiated transactions;                            

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o     settlement of short sales entered into after the date of this 
prospectus;                                             

  o     broker-dealers may agree with the Selling Stockholders to sell a
        specified number of such shares at a stipulated price per share;

o     a combination of any such methods of sale;                    

o     through the writing or settlement of options or other hedging 
          transactions, whether through an options exchange or otherwise; or

o     any other method permitted pursuant to applicable law.        

  The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather 
than under this prospectus.                                                     

    Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions 
or discounts from the Selling Stockholders (or, if any broker-dealer acts as    
agent for the purchaser of shares, from the purchaser) in amounts to be         
negotiated. Each Selling Stockholder does not expect these commissions and      
discounts relating to its sales of shares to exceed what is customary in the    
types of transactions involved.                                                 

     In connection with the sale of our common stock or interests therein, the
Selling Stockholders may enter into hedging transactions with broker-dealers or 
other financial institutions, which may in turn engage in short sales of the    
common stock in the course of hedging the positions they assume. The Selling    
Stockholders may also sell shares of our common stock short and deliver these   
securities to close out their short positions, or loan or pledge the common     
stock to broker-dealers that in turn may sell these securities. The Selling     
Stockholders may also enter into option or other transactions with              
broker-dealers or other financial institutions or the creation of one or more   
derivative securities which require the delivery to such broker-dealer or other 
financial institution of shares offered by this prospectus, which shares such   
broker-dealer or other financial institution may resell pursuant to this        
prospectus (as supplemented or amended to reflect such transaction).            

The Selling Stockholders and any broker-dealers or agents that are  
involved in selling the shares may be deemed to be "underwriters" within the    
meaning of the Securities Act in connection with such sales. In such event, any 
commissions received by such broker-dealers or agents and any profit on the     
resale of the shares purchased by them may be deemed to be underwriting         
commissions or discounts under the Securities Act. Each Selling Stockholder has 
informed the Company that it does not have any agreement or understanding,      
directly or indirectly, with any person to distribute the Common Stock.         

    The Company is required to pay certain fees and expenses incurred by the
Company incident to the registration of the shares. The Company has agreed to   
indemnify the Selling Stockholders against certain losses, claims, damages and  
liabilities, including liabilities under the Securities Act.                    

      Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act, they will be subject to the prospectus delivery  
requirements of the Securities Act. In addition, any securities covered by this 
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act 
may be sold under Rule 144 rather than under this prospectus. Each Selling      
Stockholder has advised us that they have not entered into any agreements,      
understandings or arrangements with any underwriter or broker-dealer regarding  
the sale of the resale shares. There is no underwriter or coordinating broker   
acting in connection with the proposed sale of the resale shares by the Selling 
Stockholders.                                                                   

    We agreed to keep this prospectus effective until the earlier of (i) the
date on which the shares may be resold by the Selling Stockholders without      
registration and without regard to any volume limitations by reason of Rule     
144(k) under the Securities Act or any other rule of similar effect or (ii) all 
of the shares have been sold pursuant to the prospectus or Rule 144 under the   
Securities Act or any other rule of similar effect. The resale shares will be   
sold only through registered or licensed brokers or dealers if required under   
applicable state securities laws. In addition, in certain states, the resale    
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification     
requirement is available and is complied with.                                  

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     Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale shares may not simultaneously engage  
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of the distribution. In addition, the   
Selling Stockholders will be subject to applicable provisions of the Exchange   
Act and the rules and regulations thereunder, including Regulation M, which may 
limit the timing of purchases and sales of shares of our common stock by the    
Selling Stockholders or any other person. We will make copies of this prospectus
available to the Selling Stockholders and have informed them of the need to     
deliver a copy of this prospectus to each purchaser at or prior to the time of  
the sale.                                                                       

 PENNY STOCK

The Securities and Exchange Commission has adopted Rule 15g-9 which 
establishes the definition of a "penny stock," for the purposes relevant to us, 
as any equity security that has a market price of less than $5.00 per share or  
with an exercise price of less than $5.00 per share, subject to certain         
exceptions. For any transaction involving a penny stock, unless exempt, the     
rules require:                                                                  

     o     that a broker or dealer approve a person's account for transactions
in penny stocks; and                                    

    o     the broker or dealer receive from the investor a written agreement
          to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.                            

    In order to approve a person's account for transactions in penny stocks,
the broker or dealer must                                                       

      o     obtain financial information and investment experience objectives of
the person; and                                         

o     make a reasonable determination that the transactions in penny
         stocks are suitable for that person and the person has sufficient
      knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.   

 The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission relating to the 
penny stock market, which, in highlight form:                                   

o     sets forth the basis on which the broker or dealer made the   
suitability determination; and                          

     o     that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.                  

Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the          
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to  
an investor in cases of fraud in penny stock transactions. Finally, monthly     
statements have to be sent disclosing recent price information for the penny    
stock held in the account and information on the limited market in penny stocks.

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SELLING STOCKHOLDERS

      The table below sets forth information concerning the resale of the shares
of common stock by the selling stockholders. We will not receive any proceeds   
from the resale of the common stock by the selling stockholders. We will receive
proceeds from the exercise of the warrants. Assuming all the shares registered  
below are sold by the selling stockholders, none of the selling stockholders    
will continue to own any shares of our common stock.                            

The following table also sets forth the name of each person who is  
offering the resale of shares of common stock by this prospectus, the number of 
shares of common stock beneficially owned by each person, the number of shares  
of common stock that may be sold in this offering and the number of shares of   
common stock each person will own after the offering, assuming they sell all of 
the shares offered.                                                             

                                                        [Enlarge/Download Table]

                         Total Shares of                                                                                            
                         Common Stock      Total                                                                                    
                         Issuable Upon     Percentage                                                                               
                         Conversion of     of Common                                                                                
                         Debentures,       Stock,        Shares of     Beneficial      Percentage of   Beneficial     Percentage of 
                         Preferred Stock,  Assuming      Common Stock  Ownership       Common Stock    Ownership      Common Stock  
                         Reset Options     Full          Included in   Before          Owned Before    After the      Owned After   
         Name            and/or Warrants   Conversion    Prospectus    the Offering*   Offering*       Offering (8)   Offering (8)  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Bristol Investment                                                                                                                  
Fund, Ltd. (3)            139,506,410(4)     14.86%       Up to        87,804,702(2)     9.9%             --              --        
                                                       161,281,410                                                                  
                                                        shares of                                                                   
                                                      common stock                                                                  
                                                           (1)                                                                      

Alpha Capital             331,605,162(5)     29.33%       Up to        87,804,704(2)     9.9%             --              --        
Aktiengesellschaft (3)                                 247,702,581                                                                  
                                                        shares of                                                                   
                                                         common                                                                     
                                                        stock(1)                                                                    

SDS Capital Group SPC,    154,288,462(6)     16.18%       Up to        87,804,704(2)     9.9%             --              --        
Ltd. (3)                                               164,894,231                                                                  
                                                        shares of                                                                   
                                                      common stock                                                                  
                                                           (1)                                                                      

Stonestreet Limited       101,738,225(7)     11.29%       Up to        87,804,704(2)     9.9%             --              --        
Partnership (3)                                        97,669,113                                                                   
                                                        shares of                                                                   
                                                        common(1)                                                                   
                                                         stock                                                                      

* These columns represents the aggregate maximum number and percentage of shares
that the selling stockholders can own at one time (and therefore, offer for     
resale at any one time) due to their 9.9% limitation with respect to the        
remaining selling stockholders.                                                 

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   The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the      
information is not necessarily indicative of beneficial ownership for any other 
purpose. Under such rule, beneficial ownership includes any shares as to which  
the selling stockholders has sole or shared voting power or investment power and
also any shares, which the selling stockholders has the right to acquire within 
60 days. The actual number of shares of common stock issuable upon the          
conversion of the convertible debentures is subject to adjustment depending on, 
among other factors, the future market price of the common stock, and could be  
materially less or more than the number estimated in the table.                 

(1) Includes a good faith estimate of the shares issuable upon conversion of the
convertible debentures based on current market prices, conversion of the        
preferred stock and exercise of warrants. Because the number of shares of common
stock issuable upon conversion of the convertible debentures is dependent in    
part upon the market price of the common stock prior to a conversion, the actual
number of shares of common stock that will be issued upon conversion will       
fluctuate daily and cannot be determined at this time. In addition, if there is 
an event of default under the Series A Preferred Stock, the fixed conversion    
price of $.02 will be terminated and the Series A Preferred Stock is convertible
at a discount to the market price.                                              

(2) The actual number of shares of common stock offered in this prospectus, and 
included in the registration statement of which this prospectus is a part,      
includes such additional number of shares of common stock as may be issued or   
issuable upon conversion of the convertible debentures, conversion of the Series
A Convertible Preferred Stock and exercise of the related warrants by reason of 
any stock split, stock dividend or similar transaction involving the common     
stock, in accordance with Rule 416 under the Securities Act of 1933. However,   
the selling stockholders have contractually agreed to restrict their ability to 
convert their convertible debentures or exercise their warrants and receive     
shares of our common stock such that the number of shares of common stock held  
by them in the aggregate and their affiliates after such conversion or exercise 
does not exceed 9.9% of the then issued and outstanding shares of common stock  
as determined in accordance with Section 13(d) of the Exchange Act. Accordingly,
the number of shares of common stock set forth in the table for the selling     
stockholders exceeds the number of shares of common stock that the selling      
stockholders could own beneficially at any given time through their ownership of
the convertible debentures and the warrants. In that regard, the beneficial     
ownership of the common stock by the selling stockholder set forth in the table 
is not determined in accordance with Rule 13d-3 under the Securities Exchange   
Act of 1934, as amended.                                                        

(3) Bristol Investment Fund, Ltd. is a private investment fund that is owned by 
its investors and managed by Bristol Capital Advisors, LLC (f/k/a Bristol DLP,  
LLC). Bristol Capital Advisors, LLC, of which Mr. Paul Kessler and Ms. Diana    
Derycz Kessler are the managing members with final voting power, has investment 
control over the shares listed owned by Bristol Investment Fund, Ltd. Mr. James 
Somes is the President of Alexander Dunham Capital Group, Inc. and has final    
voting and investment power over the shares being sold by it. Bristol Capital,  
LLC is a private investment company of which Mr. Paul Kessler and Ms. Diana     
Derycz Kessler are the sole members and hold final voting and investment power  
over shares owned by it. Alpha Capital Aktiengesellschaft is a private          
investment fund that is owned by all its investors and managed by Mr. Konrad    
Ackerman. Mr. Konrad Ackerman may be deemed the control person of the shares    
owned by such entity, with final voting power and investment control over such  
shares. Stonestreet Limited Partnership is a private investment fund that is    
owned by all its investors and managed by Ms. Libby Leonard and Mr. Michael     
Finkelstein. Ms. Libby Leonard and Mr. Michael Finkelstein may be deemed control
persons of the shares owned by such entity, with final voting power and         
investment control over such shares. SDS Capital Group SPC, Ltd. is a private   
investment fund that is owned by its investors and managed by its investment    
manger, SDS Management, LLC. Mr. Steve Derby is the control person of the shares
owned by SDS Management, LLC, with final voting power and investment control    
over such shares.                                                               

(4) Such figure is the sum of (i) 28,175,000 shares of common stock that are    
issuable upon exercise of the common stock purchase warrants issued pursuant to 
the December 2001 financing, May 2003 financing, November 2003 financing, and   
the August 2004 financing; (ii) 122,850,000 shares of common stock issuable upon
conversion of the Series A Convertible Preferred Stock and related warrants     
issued in July 2004; and (iii) 10,256,410 shares of common stock that have been 
issued upon conversion of the senior security interest.                         

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(5) Such figure is the sum of (i) 65,008,571 shares of common stock issuable    
upon conversion of the outstanding principal, interest and penalties owed in    
connection with the 12% secured convertible debentures issued pursuant to the   
May 2003 secured convertible debenture that was issued as a result of the       
modification of the Unit Subscription Agreement dated February 2002, as amended;
(ii) 224,625 shares of common stock that are issuable upon exercise of the      
common stock purchase warrants issued pursuant to the June 2002 secured         
convertible debenture and unit financings; (iii) 18,951,923 shares of common    
stock issuable upon conversion of the 12% secured convertible debentures and    
common stock purchase warrants issued to pursuant to the Securities Purchase    
Agreement dated May 2003; (iv) 29,198,231 shares of common stock issuable upon  
conversion of the secured convertible debenture issued in connection with the   
Agreement dated October 2003 providing the investor the right to convert a      
senior security interest; (v) 11,469,231 shares of common stock issuable upon   
conversion of the 12% secured convertible debentures and common stock purchase  
warrants issued to pursuant to the Securities Purchase Agreement dated November 
2003 and (iv) 122,850,000 common stock issuable upon conversion of the Series A 
Convertible Preferred Stock and related warrants issued in July 2004.           

(6) Such figure includes (i) 1,250,000 shares of common stock issuable upon     
exercise of the common stock purchase warrants issued to pursuant to the        
Securities Purchase Agreement dated May 2003; (ii) 32,019,231 shares of common  
stock issuable upon conversion of the 12% secured convertible debentures and    
common stock purchase warrants issued to pursuant to the Securities Purchase    
Agreement dated November 2003; and (iii) 131,625,000 shares of common stock     
issuable upon conversion of the Series A Convertible Preferred Stock and related
warrants issued in July 2004.                                                   

(7) Such figure is the sum of (i) 22,390,661 shares of common stock issuable    
upon exercise of warrants and the reset option issued in connection with the    
June 2002 unit financing; (ii) 30,375 shares of common stock issuable upon      
exercise of common stock purchase warrants issued in connection with the June   
2002 debenture financing; (iii) 625,000 shares of common stock issuable upon    
exercise of common stock purchase warrants issued in connection with the        
September 2003 debenture financing; (iv) 4,423,077 shares of common stock       
issuable upon conversion of secured debentures and exercise of warrants issued  
in November 2003 and (iv) 70,200,000 shares of common stock issuable upon       
conversion of the Series A Convertible Preferred Stock and warrants issued in   
July 2004.                                                                      

(8) Assumes that all securities registered will be sold.                        

 TERMS OF FINANCINGS

Terms of December 2001 Secured Convertible Debenture Financing      

     The December 2001 financing agreements with Bristol Investment Fund, Ltd.
provided for the issuance of a total of $500,000 of convertible debentures that 
have been converted into shares of our common stock. In connection with the     
issuance of the convertible debentures in December 2001, we issued to the       
debenture holder warrants to purchase 1,000,000 shares of our common stock,     
subject to antidilution adjustment, and to others warrants to purchase 100,000  
shares of our common stock, subject to antidilution adjustment. These warrants, 
as amended, have an amended exercise price of $0.05 per share. These warrants   
can be exercised any time through and including December 28, 2008. This         
prospectus is registering 1,000,000 shares of common stock issued to the        
debenture holders.                                                              

Terms of February 2002 Unit Financing, As Amended                   

Under the February 2002 financing agreements with Alpha Capital     
Aktiengesellschaft and Stonestreet Limited Partnership, as amended in June 2002,
we issued and sold a total of 187,500 units, at a price of $8.00 per unit, with 
each unit consisting of 21 shares of our common stock, subject to adjustment    
pursuant to exercise of the reset option, and one warrant to purchase three     
shares of our common stock at an exercise price of approximately $0.13 per      
share, subject to adjustment for, among other things, capital issuances below   
$0.13 per share and for stock splits, combination or reclassification of our    
capital stock and the like.                                                     

      Under the reset option included in each unit, the selling security holders
have the right to receive additional shares of common stock for each unit       
without the payment of any additional consideration. The reset option provides  
that, at any time, but only one time for each unit, until June 18, 2005, at the 
option of the applicable selling security holder, the number of shares          
comprising such unit may be increased by the difference between (A) $8.00       
divided by 70% of the average of the three lowest intraday trading prices (which
need not occur on consecutive trading days) for our common stock during the 20  
trading day period ending one trading day prior to the date of exercise of such 
option, less (B) 21. Thus, the reset options will be exercised for additional   
shares of our common stock at below the current market price on the exercise    
date. In addition, there is no limit on the number of shares of our common stock
that may be issued upon exercise of the reset options. In fact, the number of   
shares issuable upon exercise of the reset options fluctuates with our common   
stock market price and cannot be determined until the day of exercise. If the   
reset options are exercised, stockholders may be subject to an immediate        
dilution in their percentage ownership of our common stock.                     

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In May 2003, we agreed to modify Alpha's unit investment whereby, in
consideration of the cancellation of the reset option, we issued a secured      
convertible debenture in the amount $910,120. This debenture bears interest at  
12%, matures two years from the date of issuance, and is convertible into our   
common stock, at the selling stockholders' option, at the lower of (i) $0.385 or
(ii) 70% of the average of the three lowest intraday trading prices for the     
common stock on a principal market for the 20 trading days before but not       
including the conversion date. Accordingly, there is in fact no limit on the    
number of shares into which the debentures may be converted. In addition, in May
2003, Stonestreet has also agreed not sell any portion of its shares received in
connection with this financing until such time as Alpha and Bristol have each   
converted 80% of the principal amount of their convertible debentures.          

      Each selling security holder is not entitled to exercise a reset option if
the sum of (i) the number of shares of common stock beneficially owned by that  
selling security holder and its affiliates on the date of exercise, and (ii) the
number of shares of common stock issuable upon the exercise of the reset option 
would result in beneficial ownership by the selling security holder and its     
affiliates of more than 9.99% of our outstanding shares of common stock on the  
date of exercise. Each selling security holder may void the exercise limitation 
upon 75 days prior written notice to us.                                        

    The warrants included in the units can be exercised any time through and
including June 18, 2005. The selling security holders are entitled to exercise  
all or a portion of their warrants at any time prior to the warrant expiration  
date, at which time all unexercised warrants will expire. Each selling security 
holder has the right, in lieu of exercising the warrants for cash, to a cashless
exercise of its warrants if the fair market value of one share of common stock  
is greater than the exercise price of the warrants. However, the holder may not 
employ the cashless exercise feature at any time that the stock to be issued    
upon exercise is included for unrestricted resale in an effective registration  
statement. This prospectus is registering the shares underlying Alpha's note in 
the amount of $910,120 note, shares issuable upon reset of 39,740 units and     
shares of common stock issuable upon exercise of warrants issued in connection  
with this financing                                                             

Terms of June 2002 Secured Convertible Debenture Financing          

    In June 2002, we issued and sold to Alpha Capital Aktiengesellschaft and
Stonestreet Limited Partnership two convertible notes in the aggregate principal
amount of $450,000 and warrants to purchase up to 135,000 shares of our common  
stock. The interest rate on the convertible notes is 12% per annum with a       
two-year maturity. In relation to this financing, we received gross proceeds of 
$450,000, and net proceeds of $385,738, after paying $51,750 in finders fees,   
and $12,512 for related legal and accounting fees.                              

      Each note is convertible at the holder's option at any time into shares of
our common stock at a conversion price per share that is the lesser of (1)      
$0.385 or (2) 70% of the average of the lowest three intraday prices (which need
not occur on consecutive trading days) of our common stock during the 20 trading
days immediately preceding the applicable conversion date. Thus, the notes will 
be converted at prices below the current market price on the conversion date.   
The number of shares we will issue upon the conversion of these notes fluctuates
with our common stock market price and cannot be determined until the day of    
conversion. If conversions of the notes occur, stockholders may be subject to an
immediate dilution in their percentage ownership of our common stock. In May    
2003, Stonestreet agreed to not convert its secured convertible debenture for a 
price per share of less than $.05 and to not sell any portion of its shares     
received in connection with this financing until such time as Alpha and Bristol 
have each converted 80% of the principal amount of their convertible debentures.

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     In connection with the issuance of the convertible notes in June 2002, we
issued to the selling security holders warrants to purchase 135,000 shares of   
our common stock. These warrants have an exercise price of approximately $0.13  
per share, subject to adjustment for, among other things, capital issuances     
below $0.13 per share and for stock splits, combination or reclassification of  
our capital stock and the like. The warrants can be exercised any time through  
and including June 18, 2007. Each selling security holder has the right, in lieu
of exercising the warrants for cash, to a cashless exercise of its warrants if  
the fair market value of one share of common stock is greater than the exercise 
price of the warrants. However, the holder may not employ the cashless exercise 
feature at any time that the stock to be issued upon exercise is included for   
unrestricted resale in an effective registration statement. We are registering  
135,000 shares of common stock underlying the warrants issued in connection with
this financing.                                                                 

Terms of May 2003 Secured Convertible Debenture Financing           

   In May 2003, we entered into a Securities Purchase Agreement with three
accredited investors for the sale of (i) $1,000,000 in convertible debentures   
and (ii) warrants to buy 5,000,000 shares of our common stock. The debentures   
bear interest at 12%, mature two years from the date of issuance, and are       
convertible into our common stock, at the selling stockholders' option, at the  
lower of (i) $0.05 or (ii) 65% of the average of the three lowest intraday      
trading prices for the common stock on a principal market for the 30 trading    
days before but not including the conversion date. Accordingly, there is in fact
no limit on the number of shares into which the debentures may be converted. In 
connection with the issuance of the convertible debentures in May 2003, we      
issued to the debenture holder warrants to purchase 5,000,000 shares of our     
common stock, subject to antidilution adjustment. These warrants have an        
exercise price of $0.05 per share. These warrants can be exercised any time     
through and including May 9, 2010. We are registering the shares of common stock
underlying the debentures and the warrants issued in connection with this       
financing.                                                                      

Terms of October 2003 Conversion Agreement                          

 In October 2003, we entered into an agreement with Bristol Investment
Fund, Ltd. and Alpha Capital Aktiengesellschaft whereby we agreed to pay the    
investors, in connection with a senior security interest in the amount of       
$531,397.29, in shares of common stock at a price per share equal to the lessor 
of $.05 and sixty-five percent (65%) of the average of the lowest three intraday
trading prices during the thirty trading day preceding payment.                 

As of October 1, 2003, we have reserved a good faith estimate of the
number of shares of common stock to account for market fluctuations and         
antidilution and price protection adjustments, which would be issuable upon     
conversion in full of the debentures, exercise of the reset option and exercise 
of the warrants in connection with our financings. These reserve amounts are our
good faith estimate of the number of shares that we believe we need to reserve. 
We can provide no assurance as to how many shares we will ultimately need to    
issue upon the conversion of the debentures or exercise of the investment       
options. If we are required to issue additional shares we will be required to   
file an additional registration statement for those shares, a process which will
be costly and time consuming. The issuance of these shares will dilute our      
common stock per share net tangible book value and may result in a decline in   
our stock price.                                                                

Terms of November 2003 Secured Convertible Debenture Financing      

    In November 2003, we entered into a financing agreement with SDS Capital
Group SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol Investment Fund, Ltd.
and Stonestreet Limited Partnership, pursuant to which we issued and sold 12%   
two-year secured convertible debentures in the principal amount of $1,100,000   
and 5,500,000 warrants to purchase shares of our common stock, subject to       
antidilution adjustment. The debentures are convertible at the holder's option  
at any time into shares of our common stock at the lesser of (i) $0.03 or (ii)  
65% of the average of the three lowest intraday trading prices for the common   
stock on a principal market for the 30 trading days before but not including the
conversion date. This prospectus relates to the resale of the common stock      
underlying this convertible debenture held by SDS Capital Group SPC, Ltd., Alpha
Capital Aktiengesellschaft, and Stonestreet Limited Partnership and warrants    
held by SDS Capital Group SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol  
Investment Fund, Ltd. and Stonestreet Limited Partnership.                      

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Terms of July 2004 Preferred Stock Financing                        

      In July 2004, we entered into a financing agreement with SDS Capital Group
SPC, Ltd., Alpha Capital Aktiengesellschaft, Bristol Investment Fund, Ltd. and  
Stonestreet Limited Partnership, pursuant to which we issued and sold an        
aggregate of 1,457 shares of Series A Preferred Stock and common stock purchase 
warrants. The shares of Series A Convertible Preferred Stock are convertible    
into shares of common stock at the price of $.02 per share; provided, however,  
under certain circumstances amounting to a breach of our obligations under the  
agreements with the investors, the conversion price is the lesser of $0.02 or   
80% of the average of the three lowest intraday trading prices during the 20    
trading days immediately prior to the conversion date. The warrants are         
exercisable at $.02 per share. This prospectus relates to the resale of the     
common stock underlying the Series A Convertible Preferred Stock and the related
warrants held by SDS Capital Group SPC, Ltd., Alpha Capital Aktiengesellschaft, 
Bristol Investment Fund, Ltd. and Stonestreet Limited Partnership.              

Terms of August 2004 Note Financing                                 

In August 2004, we entered into a financing arrangement with Bristol
Investment Fund, Ltd. whereby we borrowed $300,000, which must be repaid within 
two months. In connection therewith, we issued 45,000,000 shares of common      
stock exercisable at $.0035 to Bristol Investment Fund, Ltd. This prospectus    
relates to the resale of the common stock underlying these warrants.            

SAMPLE CONVERSION CALCULATION                                                   

The number of shares of common stock issuable upon conversion of the
debentures is determined by dividing that portion of the principal, interest and
penalties of the debenture to be converted by the conversion price. For example,
assuming conversion of $1,000,000 of debentures on October 5, 2004, a           
conversion price of $0.0065 per share, the number of shares issuable upon       
conversion would be:                                                            

$1,000,000/$.0065 = 153,846,154 shares                                          

   The following is an example of the amount of shares of our common stock
that are issuable, upon conversion of the principal amount of our convertible   
debentures, based on market prices 25%, 50% and 75% below the market price, as  
of October 5, 2004 of $0.01.                                                    

                                                  Number           % of then
% Below       Price Per       With Discount        of Shares         Outstanding
Market           Share          at 35%             Issuable            Stock    
------           -----          ------             --------            -----    

25%             $.0075          $.0049             433,989,128         35.19%   
50%             $.0050          $.0033             650,983,692         44.89%   
75%             $.0025          $.0016           1,301,967,385         61.97%   

 LEGAL MATTERS

 Sichenzia Ross Friedman Ference LLP, New York, New York will issue an
opinion with respect to the validity of the shares of common stock being offered
hereby.                                                                         

 EXPERTS

      Stonefield Josephson, Inc., Certified Public Accountants, have audited, as
set forth in their report thereon appearing elsewhere herein, our financial     
statements at December 31, 2003 and 2002, and for the years then ended that     
appear in the prospectus, and the financial statements at December 31, 2003 and 
2002 for Corridor Communications Corporation, an Oregon corporation that appear 
in this prospectus. The financial statements referred to above are included in  
this prospectus with reliance upon the auditors' opinion based on their         
expertise in accounting and auditing.                                           

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HJ Associates & Consultants, LLP, independent certified public      
accountants, have audited, as set forth in their report thereon appearing       
elsewhere herein, financial statements at December 31, 2003 and 2002, and for   
the years then ended for Quik Internet of the Valley, Inc., Corridor            
Communications Corporation, Ashcreek Wireless and Eagle West Communications Inc.
that appear in the prospectus.                                                  

 AVAILABLE INFORMATION

    We have filed a registration statement on Form SB-2 under the Securities
Act of 1933, as amended, relating to the shares of common stock being offered by
this prospectus, and reference is made to such registration statement. This     
prospectus constitutes the prospectus of Corridor Communications Corp., filed as
part of the registration statement, and it does not contain all information in  
the registration statement, as certain portions have been omitted in accordance 
with the rules and regulations of the Securities and Exchange Commission.       

We are subject to the informational requirements of the Securities  
Exchange Act of 1934 which requires us to file reports, proxy statements and    
other information with the Securities and Exchange Commission. Such reports,    
proxy statements and other information may be inspected at public reference     
facilities of the SEC at Judiciary Plaza, 450 Fifth Street N.W., Washington D.C.
20549. Copies of such material can be obtained from the Public Reference Section
of the SEC at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 at 
prescribed rates. Because we file documents electronically with the SEC, you may
also obtain this information by visiting the SEC's Internet website at          
http://www.sec.gov.                                                             

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 INDEX TO FINANCIAL STATEMENTS

 CORRIDOR COMMUNICATIONS CORP.

FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]
                                                                                                       
For the Three Months Ended June 30, 2004 and June 30, 2003                                             

         Consolidated Balance Sheet (unaudited) as of June 30, 2004                                F-1 

         Consolidated Statement of Operations (unaudited) for the three and six                        
           months ended June 30, 2004 and 2003                                                     F-2 

         Consolidated Statement of Cash Flows (unaudited) for the sixe                                 
           months ended June 30, 2004 and 2003                                                     F-3 

         Notes to Consolidated Financial Statements (unaudited)                                    F-4 

For the Years Ended December 31, 2003 and December 31, 2002                                            

         Independent Auditors' Report                                                              F-11

         Consolidated  Balance  Sheet  as  of  December  31,  2003                                 F-12

         Consolidated  Statements  of  Operations  for  the  Years                                     
           Ended  December  31,  2003  and  2002                                                   F-13

         Consolidated  Statement  of  Stockholders'  Deficit  for  the  Years                          
           Ended  to  December  31,  2003  and  2002                                               F-14

         Consolidated  Statements  of  Cash  Flows  for  the  Years                                    
           Ended  December  31,  2003  and  2002                                                   F-15

         Notes  to  Consolidated  Financial  Statements                                            F-16

Corridor Communications Corporation, an Oregon corporation For the Period Ended December 31, 2003      

         Independent Auditors' Report                                                              F-37

         Balance  Sheet  as  of  December  31,  2003                                               F-38

         Statement  of  Operations  for the period from inception                                      
           (September 16, 2003) to  December  31,  2003                                            F-39

         Statement  of  Stockholders'  Deficit  for the period from inception                          
           (September 16, 2003) to  December  31,  2003                                            F-40

         Statement  of  Cash  Flows  for the period from inception                                     
           (September 16, 2003) to  December  31,  2003                                            F-41

         Notes  to  Financial  Statements                                                          F-42

         Corridor Communications Corp., a Delaware corporation, and Corridor                           
           Communications Corporation, an Oregon corporation,                                          
                 combined financial statements (unaudited)                                         F-50

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                                                        [Enlarge/Download Table]
                                                                                             
Ashcreek Wireless For the Period Ended December 31, 2003                                     

         Independent Auditors' Report                                                    F-54

         Balance  Sheet  as  of  December  31,  2003                                     F-55

         Statement  of  Operations  for  the  Years                                          
           Ended  December  31,  2003  and  2002                                         F-56

         Statement  of  Stockholders'  Deficit  for  the  Period from                        
           Inception (October 1, 2002) to December 31, 2003                              F-57

         Statement  of  Cash  Flows  for  the  Years                                         
           Ended  December  31,  2003  and  2002                                         F-58

         Notes  to  Financial  Statements                                                F-59

Ashcreek Wireless For the Three Months Ended March 31, 2004 (unaudited)                      

         Balance  Sheet  as  of  March 31, 2004                                          F-64

         Statement  of  Operations  for  the  Three Months                                   
           Ended  March 31, 2004                                                         F-65

         Statement  of  Cash  Flows  for  the  Three Months                                  
           Ended March 31, 2004                                                          F-66

         Notes  to  Financial  Statements                                                F-67

Quik Internet of the Valley, Inc. For the Period Ended December 31, 2003                     

         Independent Auditors' Report                                                    F-68

         Balance  Sheet  as  of  December  31,  2003                                     F-69

         Statement  of  Operations  for  the  Years                                          
           Ended  December  31,  2003  and  2002                                         F-70

         Statement  of  Stockholders'  Deficit  for  the  Years                              
         Ended to December 31, 2003 and 2002                                             F-70

         Statement  of  Cash  Flows  for  the  Years                                         
           Ended  December  31,  2003  and  2002                                         F-71

         Notes  to  Financial  Statements                                                F-72

Quik Internet of the Valley, Inc. For the Three Months Ended March 31, 2004 (unaudited)      

         Balance  Sheet  as  of  March 31, 2004                                          F-78

         Statement  of  Operations  for  the  Three Months                                   
           Ended  March 31, 2004                                                         F-79

         Statement  of  Cash  Flows  for  the  Three Months                                  
           Ended March 31, 2004                                                          F-80

         Notes  to  Financial  Statements                                                F-81

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                                                        [Enlarge/Download Table]
                                                                                         
         Corridor Communications Corp., a Delaware corporation, Ashcreek Wireless,       
           A sole proprietorship, and Quik Internet of the Valley, Inc., an Oregon       
           corporation, combined financial statements (unaudited)                   F-83 

Eagle West Communications, Inc. For the Period Ended December 31, 2003                   

         Independent Auditors' Report                                               F-87 

         Balance  Sheet  as  of  July 31, 2004 and December  31,  2003              F-88 

         Statement of Operations for the seven months ended July 31, 2004 and            
           from inception on November 14, 2003 through December 31, 2003 F-90            

         Statement  of  Stockholders'  Equity as of July 31, 2004                   F-91 

         Statement of Cash Flows for the seven months ended July 31, 2004 and            
           from inception on November 14, 2003 through December 31, 2003 F-92            

         Notes  to  Financial  Statements                                           F-93 

         Corridor Communications Corp., a Delaware corporation, and                      
                    Eagle West Communications, Inc. combined financial statements        
                (unaudited)                                                         F-100

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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
(formerly Amnis Systems, Inc.)
CONSOLIDATED BALANCE SHEET

                                                        [Enlarge/Download Table]

                                                                                 June 30, 2004   
                                                                                  (unaudited)    
                                                                              ----------------   
Assets                                                                                           

Current Assets:                                                                                  
                                                                                                 
     Cash and cash equivalents                                                  $          6,072 
     Accounts receivable, net of allowance for doubtful accounts of $ 145,886             18,814 
     Inventories, net of reserve of $905,762                                              57,689 
     Prepaid expenses and other current assets                                            42,761 
     Debt issuance costs                                                                  14,235 
                                                                                ---------------- 
          Total current assets                                                           139,571 
                                                                                ---------------- 

Property and Equipment                                                                   198,298 
Franchise                                                                                 49,000 
Customer list                                                                            180,729 
Debt Issuance Costs                                                                       46,395 
Goodwill                                                                                  11,542 
                                                                                ---------------- 
                                                                                $        625,535 
                                                                                ================ 

Liabilities and Stockholders' Deficit                                                            

Current Liabilities:                                                                             
     Secured promissory note                                                    $        500,000 
     Stockholders' notes payable                                                         155,000 
     Notes payable, current portion                                                        7,335 
     Accounts payable                                                                  2,039,160 
     Accrued salaries                                                                  1,608,747 
     Accrued vacation                                                                    229,687 
     Accrued interest payable                                                            581,863 
     Customer deposits                                                                    20,350 
     Convertible notes payable, current portion (net of discount of $250,347)          2,015,327 
     Deferred revenue                                                                     60,496 
     Other accrued expenses                                                            1,118,450 
                                                                                ---------------- 

          Total current liabilities                                                    8,336,415 

Long-Term Liabilities:                                                                           
     Deferred revenue                                                                     79,008 
     Note payable, long-term portion                                                      58,237 
     Convertible note payable, long-term portion (net of discount of $454,587)           515,990 
                                                                                ---------------- 

          Total liabilities                                                            8,989,650 
                                                                                ---------------- 
Stockholders' Deficit:                                                                           
     Preferred stock, $0.0001 par value; 20,000,000 authorized: none issued or outstanding       
     Common stock, $0.0001 par value:                                                            
       Authorized - 1,600,000,000 shares                                                         
       Issued and outstanding - 580,448,001 shares                                        58,044 
     Additional paid-in capital                                                       32,462,226 
     Accumulated deficit                                                             (40,884,385)
                                                                                ---------------- 
          Total stockholders' deficit                                                 (8,364,115)
                                                                                ---------------- 

          Total liabilities and stockholder's deficit                           $        625,535 
                                                                                ================ 

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]


                                                                     June 30,                          June 30,            
For the three and six months ended                              2004            2003              2004           2003      
                                                            ----------------------------   --------------------------------
                                                             (unaudited)  (unaudited)       (unaudited)    (unaudited)     
                                                                                                                           
Sales                                                      $           -  $            -    $            - $              -

Cost of Goods Sold                                                     -               -                 -                -
                                                           -------------  --------------    --------------  ---------------

       Gross profit                                                    -               -                 -                -
                                                           -------------  --------------    --------------  ---------------

Operating Expenses                                                                                                         
    General and administrative                                   606,286               -           606,286                -
                                                           -------------  --------------    --------------  ---------------

          Total operating exenses                                606,286               -           606,286                -
                                                           -------------  --------------    --------------  ---------------

          Loss from operations                                  (606,286)              -          (606,286)               -

Other Income (Expense)                                                                                                     
    Interest expense, net                                       (146,698)       (151,873)         (320,336)       (205,202)
    Amortization of discount on convertible notes payable       (322,790)       (206,148)         (680,839)       (415,492)
    Financing costs                                             (111,562)       (764,881)          (67,483)       (890,990)
    Change in fair value of detachable warrants                        -        (351,189)                -        (346,820)
    Other, net                                                         -            (426)                -            (385)
                                                           -------------  --------------    --------------  ---------------

           Total other income (expense)                         (581,050)     (1,474,517)       (1,068,658)     (1,858,889)
                                                           -------------  --------------    --------------  ---------------

Net loss before taxes and discontinued operations             (1,187,336)     (1,474,517)       (1,674,944)     (1,858,889)
                                                           -------------  --------------    --------------  ---------------

    Income Tax                                                         -               -                 -               - 

Net loss from continuing operations                           (1,187,336)     (1,474,517)       (1,674,944)     (1,858,889)

Discontinued operations                                                                                                    
    Loss from operations of discontinued operations             (356,610)       (777,449)       (1,160,623)     (1,707,259)
                                                           -------------  --------------    --------------  ---------------

Net loss                                                   $  (1,543,946) $   (2,251,966)   $   (2,835,567) $   (3,566,148)
                                                           =============  ==============    ==============  ===============

Basic and Diluted Loss per Common Share                                                                                    
    Continuing operations                                  $       (0.00) $        (0.01)   $        (0.00)$         (0.02)
    Discontinued operations                                        (0.00)          (0.01)            (0.00)          (0.02)
                                                           -------------  --------------    --------------  ---------------
                                                           $       (0.00) $        (0.02)   $        (0.01)$         (0.04)
                                                           -------------  --------------    --------------  ---------------

Weighted average shares outstanding - basic & diluted        399,344,537     100,317,803       349,584,927      84,922,487 
                                                           =============  ==============    ==============  ===============

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]


                                                                                        June 30,              
For the six months ended                                                        2004                2003      
                                                                      --------------------  ----------------- 
                                                                         (unaudited)           (unaudited)    

Cash Flows from Operating Activities:                                                                         
                                                                                                              
      Net loss                                                        $        (2,835,567) $      (3,566,148) 
      Adjustments to reconcile net loss to                                                                    
        net cash provided by (used in) operating activities:                                                  
          Common stock and options issued for services                            673,528            135,467  
          Value of warrants issued for financing costs                            108,666                  -  
          Employee salaries exchanged for stock                                    62,522             29,598  
          Depreciation and amortization                                                 -             30,259  
          Amortization of discounts on convertible notes payable                  680,839            415,492  
          Amortization of debt issuance costs                                      97,845             10,064  
          Change in fair value of warrant liability                                     -            346,820  
      (Increase) decrease in accounts receivable                                   84,739            137,926  
      Decrease in inventories                                                     (11,689)           (62,482) 
      (Increase) in prepaid expenses and other assets                              25,766            (47,823) 
      Increase in accounts payable                                                 58,922            120,184  
      Increase in accrued salaries                                                 80,210            926,039  
      Increase (decrease) in accrued vacation                                     (16,109)            24,743  
      Increase in accrued interest payable                                        223,873            174,231  
      Increase in deferred revenue                                                (51,141)             2,434  
      Increase (decrease) in other accrued expenses                               (91,738)           916,607  
                                                                      --------------------  ------------------

          Net cash provided by (used in) operating activities                     (909,334)          (406,589)
                                                                      --------------------  ------------------

Cash Flows from Investing Activities:                                                                         
      Payments for acquisition of companies, net                                   (56,235)                 - 
      Purchases of property and equipment                                           (6,793)            (4,047)
                                                                      --------------------  ------------------

          Net cash used in investing activities                                    (63,028)            (4,047)
                                                                      --------------------  ------------------

Cash Flows from Financing Activities:                                                                         
      Proceeds from financing obligations collateralized by accounts receivable          -            792,806 
      Payments on financing obligations collateralized by accounts receivable            -         (1,163,672)
      Payment of debt issuance costs                                                     -           (116,500)
      Proceeds from issuance of common stock                                             -              3,000 
      Proceeds from convertible debentures                                               -          1,000,000 
      Proceeds from the exercise of warrants                                        25,000                  - 
      Proceeds from secured promissory notes                                       500,000                  - 
                                                                      --------------------  ------------------

          Net cash provided by (used in) financing activities                      525,000            515,634 
                                                                      --------------------  ------------------

Net decrease in cash and cash equivalents                                         (447,362)           104,998 
                                                                      --------------------  ------------------

Cash and cash equivalents, beginning of period                                     453,434             87,470 
                                                                      --------------------  ------------------

Cash and cash equivalents, end of period                              $              6,072  $         192,468 
                                                                      ====================  ==================

Non Cash Investing and Financing Activities:                                                                  
      Accrued interest exchanged for common stock                     $             53,709  $         194,633 
      Accrued penalties in exchange for common stock                               180,000                  - 
      Convertible note payable exchanged for common stock                          721,821            191,700 
      Note payable and interest in exchange for convertible note payable                 -                  - 
      Discount on convertible note payable                                               -          1,218,247 
                                                                      ====================  ==================
Supplemental Disclosures of Cash Flow Information:                                                            
      Cash paid for income taxes                                      $                  -  $               - 
                                                                      ====================  ==================
      Cash paid for interest                                          $                  -  $               - 
                                                                      ====================  ==================

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
(formerly Amnis Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION                                                  

The unaudited consolidated financial statements have been prepared by Corridor  
Communications Corp. (the "Company"), pursuant to the rules and regulations of  
the Securities and Exchange Commission. The information furnished herein        
reflects all adjustments (consisting of normal recurring accruals and           
adjustments) which are, in the opinion of management, necessary to fairly       
present the operating results for the respective periods. Certain information   
and footnote disclosures normally present in annual consolidated financial      
statements prepared in accordance with accounting principles generally accepted 
in the United States of America have been omitted pursuant to such rules and    
regulations. These consolidated financial statements should be read in          
conjunction with the audited consolidated financial statements and footnotes for
the year ended December 31, 2003 included in the Company's Annual Report on Form
10-KSB. The results of the six months ended June 30, 2004 are not necessarily   
indicative of the results to be expected for the full year ending December 31,  
2004.                                                                           

The accompanying consolidated financial statements have been prepared in        
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The  
Company incurred a net loss for the six months ended June 30, 2004 of $2,835,567
and at June 30, 2004, had an accumulated deficit of $40,884,385 and a working   
capital deficit of $8,196,844. These conditions raise substantial doubt as to   
the Company's ability to continue as a going concern. These consolidated        
financial statements do not include any adjustments that might result from the  
outcome of this uncertainty. These consolidated financial statements do not     
include any adjustments relating to the recoverability and classification of    
recorded asset amounts, or amounts and classification of liabilities that might 
be necessary should the Company be unable to continue as a going concern.       

The Company plans to take the following steps that it believes will be          
sufficient to provide the Company with the ability to continue in existence. The
Company has recently acquired Corridor Communications Corporation, Ashcreek     
Wireless and Quik Internet of the Valley, Inc. The Company is also negotiating  
for the purchase of Eagle West, a cable company located in Mesa, Arizona.       
Subsequent to June 30, 2004 the Company issued 1,457 shares of its Series A     
Convertible Preferred Stock to existing investors for gross proceeds of         
$2,550,000. The Company believes that with the new acquisitions and sufficient  
capital to fund operations that the Company will be able to achieve profitable  
operations, but there can be no assurance that the Company will generate        
positive cash flows from operations sufficient to sustain operations in the near
term.                                                                           

NOTE 2 - STOCK OPTIONS                                                          

The Company has adopted only the disclosure provisions of SFAS No. 148 and 123, 
"Accounting for Stock-Based Compensation." It applies Accounting Principles     
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its Stock Option Plan and does not    
recognize compensation expense for its Stock Option Plan other than for         
restricted stock and options issued to outside third parties. If the Company had
elected to recognize compensation expense based upon the fair value at the grant
date for awards under the Stock Option Plan consistent with the methodology     
prescribed by SFAS No. 123, the Company's net loss and loss per share would be  
reduced to the pro forma amounts indicated below for the six months ended June  
30, 2004 and 2003:                                                              

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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
(formerly Amnis Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

                                                                [Download Table]


                                                      2004            2003       
                                          --------------------- ---------------- 
                                                                                 
Net loss as reported                      $         (2,835,567) $     (3,566,148)
Expense recognized                                           -                 - 
Pro forma expense                                      (40,036)         (546,941)
                                          --------------------- ---------------- 

Pro forma net loss                        $         (2,875,603) $     (4,113,089)
                                          ====================  ================ 
Basic and diluted loss per common share:                                         
    As reported                           $             (0.01)  $         (0.04) 
    Pro forma                             $             (0.01)  $         (0.04) 

The fair value for these options was estimated at the date of grant using a     
Black-Scholes option pricing model with the following weighted-average          
assumptions for the six months ended June 30, 2004: risk-free interest rate of  
3.0%, 3.0% and 3.5%; dividend yields of 0%; volatility factors of the expected  
market price of the Company's common stock of 386%, and a weighted average      
expected life of the option of 1.0 years.                                       

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully   
transferable. In addition, option valuation models require the input of highly  
subjective assumptions including the expected stock price volatility. Because   
the Company's employee stock options have characteristics significantly         
different from those of traded options, and because changes in the subjective   
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single       
measure of the fair value of employee stock options.                            

NOTE 3 - EARNINGS PER SHARE                                                     

In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common
share is computed by dividing net loss available to common stockholders by the  
weighted average number of common shares outstanding. Diluted loss per common   
share is computed similar to basic loss per common share except that the        
denominator is increased to include the number of additional common shares that 
would have been outstanding if the potential common shares had been issued and  
if the additional common shares were dilutive. At June 30, 2004, the Company had
outstanding warrants and options to purchase shares of common stock of          
81,170,901, of which all were antidilutive and at June 30, 2004.                

NOTE 4 - NOTE RECEIVABLE                                                        

The Company advanced to Corridor Communication Corporation, an Oregon           
corporation (See Note 10) $60,000 pursuant to a promissory note dated March 16, 
2004. The note bears interest at 8% per annum and is due on March 16, 2005. This
note was forgiven on June 30, 2004 and was considered part of the purchase price
for Ashcreek Wireless. (See Note 9).                                            

NOTE 5 - SECURED PROMISSORY NOTE                                                

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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
(formerly Amnis Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

On March 2, 2004, the Company issued four (4) secured promissory notes for      
$75,000 each to Alpha Capital Aktiengesellschaft, Stonestreet Limited           
Partnership, SDS Merchant Fund and Bristol Capital. The notes bear interest at  
12% per annum and were due on March 15, 2004. These notes were repaid in July   
2004 from the proceeds of the sale of 1,457 shares of the Company's Series A    
Convertible Preferred Stock. (See Note 11).                                     

On April 28, 2004 and May 4, 2004, the Company issued secured promissory notes  
for $100,000 each to Bristol Capital. The notes bear interest at 12% per annum  
and were due on June 15, 2004. These notes were repaid in July 2004 from the    
proceeds of the sale of 1,457 shares of the Company's Series A Convertible      
Preferred Stock. (See Note 11). In addition, in connection with these two       
promissory notes, the Company issued to Bristol Capital a total of 30,000,000   
warrants to purchase shares of the Company's common stock for $0.005 per shares.
In accordance with EITF 00-27, the Company first determined the value of the    
notes and the fair value of the detachable warrants issued in connection with   
these promissory notes. The estimated value of the warrants of $240,000 was     
determined using the Black-Scholes option pricing model and the following       
assumptions: term of 7 years, a risk free interest rate of 3.5%, a dividend     
yield of 0% and volatility of 402%. The face amount of the notes of $200,000 was
proportionately allocated to the notes and the warrants in the amount of $91,334
and $108,666, respectively. The amount allocated to the warrants of $108,666 was
recorded as a discount on the notes and as an addition to additional paid in    
capital. The discount of $108,666 was amortized over the year life of the notes.
As of June 30, 2004, the entire discount of $180,666 has been amortized to      
financings costs in the accompanying consolidated statements of operations.     

NOTE 6 - CONVERTIBLE NOTES PAYABLE                                              

A rollforward of the convertible notes payable is as follows:                   

                                                        [Enlarge/Download Table]

                                                                                       
Balance, December 31, 2003                                           $       2,572,299 
Conversions into equity                                                       (721,821)
Amortization of discounts                                                      680,839 
                                                                     ----------------- 
Balance, June 30, 2004                                                       2,531,317 
Less current portion                                                        (2,015,327)
                                                                     ----------------- 
Long-term portion                                                    $         515,990 
                                                                     ================= 

NOTE 7 - OTHER ACCRUED EXPENSES                                                        

Other accrued expenses at June 30, 2004 consisted of the following:                    

Penalty for not registering shares issued in February 2002           $         243,641 
Penalty for not registering shares underlying                                          
   convertible debentures                                                      316,567 
Value of reset option provision in September 18, 2002 agreement                447,190 
Other                                                                          111,052 
                                                                     ----------------- 
                                                                     $       1,118,450 
                                                                     ================= 


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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
(formerly Amnis Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

NOTE 8 - STOCKHOLDERS' DEFICIT                                                  

During the six months ended June 30, 2004, the Company issued the following     
shares of its common stock:                                                     

o 93,232,524 shares to two officers of the Company for services rendered valued 
at $559,395. The value of the services was based on the market price of the     
Company's stock at the date of grant times the number of shares issued;         

o 2,164,063 shares to consultants for services rendered valued at $60,135. The  
value of the services was based on the market price of the Company's stock at   
the date of grant times the number of shares issued;                            

o 162,388,613 shares to investors in connection with the conversion of $721,821 
of convertible notes payable;                                                   

o 13,131,936 shares to investors in connection with the conversion of accrued   
interest on convertible notes payable of $53,709;                               

o 26,000,000 shares to an investor in connection with accrued penalties of      
$180,000 associated with a reset option provision;                              

o 2,120,000 shares to employees for payment of $62,522 in accrued salaries;     

o 5,000,000 shares to a consultant in connection with the exercise of warrants; 
and                                                                             

o 27,000,000 shares in connection with the acquisitions of Corridor             
Communications Corporation, an Oregon corporation, Ashcreek Wireless, a sole    
proprietorship, and Quik Internet of the Valley, Inc., an Oregon corporation.   

During the six months ended, the Company issued to a consultant a total of      
5,000,000 warrants to purchase 5,000,000 shares of the Company's common stock at
$0.005 per share. These warrants were valued at $54,000 using the Black-Scholes 
option pricing model using the following assumptions: term of 0.083 years, a    
risk-free interest rate of 3.5%, a dividend yield of 0% and volatility of 735%. 
These warrants were exercised during the six months ended June 30, 2004.        

NOTE 9 - ACQUISITIONS                                                           

 CORRIDOR COMMUNICATIONS CORPORATION

On May 6, 2004, the Company purchased all the assets of Corridor Communications 
Corporation, an Oregon corporation ("CCC") for 12,000,000 shares of the         
Company's common stock. The 12,000,000 shares were valued at $108,000, the      
market value of the Company's stock at the acquisition date. This transaction   
was accounted for by the purchase method of accounting, as required by SFAS No. 
141, "Business Combinations," and accordingly, the purchase price has been      
allocated to the assets acquired and the                                        

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CORRIDOR COMMUNICATIONS CORP. AND SUBSIDIARY
(formerly Amnis Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

liabilities assumed based upon the estimated fair values at the date of         
acquisition. The allocation of the purchase price as shown below is preliminary,
and may be adjusted upon the completion of an appraisal of the property and     
equipment and other future analyses.                                            

The allocation of the purchase price is as follows:                             

Property and equipment                   $          108,000                     
                    ------------------
Purchase price                           $          108,000                     
                    ==================

 ASHCREEK WIRELESS

On June 30, 2004, the Company purchased all the assets of Ashcreek Wireless, a  
sole proprietorship ("Ashcreek") for 7,500,000 shares of the Company's common   
stock plus $60,000 in cash that was previously paid to Ashcreek. The 7,500,000  
shares were valued at $63,750, the market value of the Company's stock at the   
acquisition date. This transaction was accounted for by the purchase method of  
accounting, as required by SFAS No. 141, "Business Combinations," and           
accordingly, the purchase price has been allocated to the assets acquired and   
the liabilities assumed based upon the estimated fair values at the date of     
acquisition. The allocation of the purchase price as shown below is preliminary,
and may be adjusted upon the completion of an appraisal of the property and     
equipment and other future analyses.                                            

The allocation of the purchase price is as follows:                             

Cash                                    $            3,765                      
Accounts receivable                                  6,690                      
Property and equipment                              80,980                      
Customer list                                       48,700                      
Goodwill                                            11,542                      
Unearned revenue                                    (7,577)                     
Customer deposits                                  (20,350)                     
                  ------------------
Purchase price                          $          123,750                      

 QUIK INTERNET

On June 30, 2004 the Company purchased all the assets of Quik Internet of the   
Valley, Inc., an Oregon corporation ("Quik") for 7,5000,000 shares of Corridor's
common stock plus the issuance of a $50,000 note payable to the sellers and the 
assumption of a related party note payable of $65,572. The 7,500,000 shares were
valued at $63,750, the market value of the Company's stock at the acquisition   
date. This transaction was accounted for by the purchase method of accounting,  
as required by SFAS No. 141, "Business Combinations," and accordingly, the      
purchase price has been allocated to the assets acquired and the liabilities    
assumed based upon the estimated fair values at the date of acquisition. The    
allocation of the purchase price as shown below is preliminary, and may be      
adjusted upon the completion of an appraisal of the property and equipment and  
other future analyses.                                                          

The allocation of the purchase price is as follows:                             

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Accounts receivable                                  15,299                     
Property and equipment                                2,525                     
Franchise                                            49,000                     
Customer list                                       132,029                     
Accounts payable                                    (10,710)                    
Unearned revenue                                     (8,821)                    
Note payable to sellers                             (50,000)                    
Note payable to bank                                (65,572)                    
                    ------------------
Purchase price                           $           63,750                     
                    ==================

The operating results of CCC, Ashcreek and Quik will be included in the         
Company's consolidated results of operations from their respective acquisition  
dates. The following unaudited proforma summary presents the consolidated       
results of operations as if the acquisitions had occurred on January 1, 2003.   
These proforma results have been presented for comparative purposes only and are
not indicative of what would have occurred had the acquisitions been made as of 
January 1, 2003, appropriately, or of any potential results which may occur in  
the future.                                                                     

                                    Six Months Ended
                                    June 30,
                                      2004                2003
                                     -----------------  ----------------
Net sales                                $         325,729  $        871,816    
                                     =================  ================
Gross profit                             $         118,584  $        285,830    
                                     =================  ================
Operating expenses                       $       1,890,537  $      2,013,357    
                                     =================  ================
Net loss                                 $       2,844,135  $      3,589,480    
                                     =================  ================
Basic and diluted loss per share         $            0.01  $           0.03    
                                     =================  ================
Weighted average shares                        376,584,927       111,922,487    
                                     =================  ================

NOTE 10 - DISCONTINUED OPERATIONS                                               

In January 2004, the Company made the decision to discontinue its video         
operation which consisted of the manufacturing of hardware and software products
for the creation, management and transmission of high-quality digital video over
computer networks. At that time the Company decided to focus its efforts on the 
acquisition of certain businesses in the wireless internet service business.    

All of the principal assets associated with the Company's video operations were 
written down as of December 31, 2003. The Company is still responsible for all  
the liabilities incurred by its video operations which continue to be presented 
under their proper captions in the accompanying consolidated balance sheet. The 
operating results of the Company's video operations have been presented as      
discontinued operations in the accompanying consolidated statements of          
operations.                                                                     

Below is a summary of the operating results of the Company's video operations   
for the six months ended June 30, 2004 and 2003:                                

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                                      Six Months Ended
                                    June 30,
                                       2004               2003
                                     -----------------  ----------------
Net sales                                $         145,112  $        701,448    
                                     =================  ================
Gross profit                             $          12,937  $        197,611    
                                     =================  ================
Operating expenses                       $       1,173,560  $      1,904,870    
                                     =================  ================
Loss from operations                     $       1,160,623  $      1,707,259    
                                     =================  ================

NOTE 11 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                             

In December 2003, the Securities and Exchange Commission ("SEC") issued Staff   
Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104 supersedes  
SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary       
purpose is to rescind accounting guidance contained in SAB 101 related to       
multiple element revenue arrangements, superseded as a result of the issuance of
EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."   
Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial       
Statements Frequently Asked Questions and Answers ("the FAQ") issued with SAB   
101 that had been codified in SEC Topic 13, Revenue Recognition. Selected       
portions of the FAQ have been incorporated into SAB 104. While the wording of   
SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue          
recognition principles of SAB 101 remain largely unchanged by the issuance of   
SAB 104, which was effective upon issuance. The adoption of SAB 104 did not     
impact the consolidated financial statements.                                   

NOTE 12 - SUBSEQUENT EVENTS                                                     

On July 23, 2004 the Company issued 1,457 shares of its Series A Convertible    
Preferred Stock to existing investors for gross proceeds of $2,550,000. The net 
proceeds received by the Company were $1,741,000 after repaying the secured     
promissory notes of $500,000, the payment of $255,000 in commissions and the    
payment of $54,000 in legal fees associated with the transaction.               

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INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF                                   
AMNIS SYSTEMS, INC. AND SUBSIDIARY                                              
MOUNTAIN VIEW, CALIFORNIA                                                       

We have audited the accompanying consolidated balance sheet of Amnis Systems,   
Inc. and Subsidiary as of December 31, 2003, and the related consolidated       
statements of operations, stockholders' deficit and cash flows for each of the  
two years in the period ended December 31, 2003. These consolidated financial   
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

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

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the consolidated financial position of Amnis  
Systems, Inc. and Subsidiary as of December 31, 2003, and the consolidated      
results of their operations and their cash flows for each of the two years in   
the period ended December 31, 2003, in conformity with accounting principles    
generally accepted in the United States of America.                             

The accompanying consolidated financial statements have been prepared assuming  
that the Company will continue as a going concern. As discussed in Note 1, the  
Company has incurred net losses and negative cash flows from operations since   
its inception, has a working capital deficit and stockholders' deficit and no   
operations. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters   
are also described in Note 1. The consolidated financial statements do not      
include any adjustments that might result from the outcome of this uncertainty. 

/s/ Stonefield Josephson, Inc.                                                  
STONEFIELD JOSEPHSON, INC.                                                      
Certified Public Accountants                                                    

Santa Monica, California                                                        
February 25, 2004                                                               

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AMNIS SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
 DECEMBER 31, 2003

                                                        [Enlarge/Download Table]


                                                                                     AMNIS SYSTEMS INC. AND SUBSIDIARY 

                                                                                            CONSOLIDATED BALANCE SHEET 

                                                                                                     DECEMBER 21, 2003 
ASSETS                                                                                                                 

CURRENT ASSETS:                                                                                                        
                                                                                                                       
       Cash and cash equivalents                                                                           $   453,434 
       Accounts receivable, net of allowance for doubtful accounts of $ 150,400                                 81,564 
       Inventories, net of reserve of $768,651                                                                  46,000 
       Prepaid expenses and other current assets                                                                68,527 
                                                                                                           ----------- 
              Total current assets                                                                             649,525 
                                                                                                           ----------- 

PROPERTY AND EQUIPMENT, less accumulated depreciation of $1,409,566                                                  - 

DEBT ISSUANCE COSTS                                                                                            158,475 
                                                                                                           ----------- 
              Total assets                                                                                 $   808,000 
                                                                                                           ----------- 

LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                  

CURRENT LIABILITIES:                                                                                                   
       Stockholders' notes payable                                                                         $   105,000 
       Accounts payable                                                                                      1,969,528 
       Accrued salaries                                                                                      1,528,537 
       Accrued vacation                                                                                        245,796 
       Accrued interest payable                                                                                411,699 
       Convertible notes payable, current portion (net of discount of $306,759)                                559,430 
       Deferred revenue                                                                                         95,096 
       Accrued warrant liability                                                                                     0 
       Other accrued expenses                                                                                1,390,188 
                                                                                                           ----------- 

              Total current liabilities                                                                      6,305,274 

LONG-TERM LIABILITIES:                                                                                                 
       Deferred revenue                                                                                         79,151 
       Convertible notes payable, long-term portion (net of discount of 1,079,014)                           2,012,869 
                                                                                                           ----------- 
              Total liabilities                                                                              8,397,294 
                                                                                                           ----------- 

STOCKHOLDERS' DEFICIT:                                                                                                 
       Preferred stock, $0.0001 par value; 20,000,000 authorized: none issued or outstanding                        -- 
       Common stock, $0.0001 par value:                                                                                
         Authorized - 800,000,000 shares;                                                                              
         Issued and outstanding - 249,410,865  shares                                                           24,941 
       Additional paid-in capital                                                                           30,434,583 
       Accumulated deficit                                                                                  38,048,818)
                                                                                                           ----------- 
              Total stockholders' deficit                                                                   (7,589,294)
                                                                                                           ----------- 
              Total liabilities and stockholder's deficit                                                  $   808,000 
                                                                                                           ----------- 

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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AMNIS SYSTEMS, INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                        [Enlarge/Download Table]

                                                                  AMNIS SYSTEMS INC. AND SUBSIDIARY 

                                                              CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                                          December 31               
                                                             -------------------------------------- 
For the year ended                                              2003                       2002     
                                                             -----------                ----------- 
                                                                                                    
SALES                                                        $ 1,514,548                $ 2,240,135 

COST OF GOODS SOLD                                             1,084,067                  1,754,942 
                                                             -----------                ----------- 

          Gross profit                                           430,481                    485,193 
                                                             -----------                ----------- 

OPERATING EXPENSES                                                                                  
      Research and development                                 1,091,393                  1,237,607 
      Sales and marketing                                        798,225                  1,762,757 
      General and administrative                               3,116,345                  2,470,107 
                                                             -----------                ----------- 

              Total operating expenses                         5,005,963                  5,470,471 
                                                             -----------                ----------- 

              Loss from operations                            (4,575,482)                (4,985,278)

OTHER INCOME (EXPENSE)                                                                              
      Interest expense, net                                     (492,594)                  (485,999)
      Amortization of discount on convertible notes payable   (1,937,982)                (3,858,770)
      Financing costs                                         (1,238,540)                (2,115,073)
      Gain on extinguishment of accounts payable                       -                  1,115,787 
      Change in fair value of detachable warrants               (299,831)                 1,055,504 
      Loss on restructuring of business                         (892,524)                         - 
      Other, net                                                  (1,036)                   329,955 
                                                             -----------                ----------- 

               Total other income (expense)                   (4,862,507)                (3,958,596)
                                                             -----------                ----------- 

Net loss before taxes                                         (9,437,989)                (8,943,874)
                                                             -----------                ----------- 

      Provision for income taxes                                       -                          - 
                                                             -----------                ----------- 

NET LOSS                                                     $(9,437,989)               $(8,943,874)
                                                             -----------                ----------- 

BASIC AND DILUTED LOSS PER COMMON SHARE                      $     (0.08)               $     (0.26)
                                                             -----------                ----------- 

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC & DILUTED        118,340,630                 34,698,065 
                                                             -----------                ----------- 

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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AMNIS SYSTEMS, INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
 AMNIS SYSTEMS INC. AND SUBSIDIARY

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                        [Enlarge/Download Table]

                                                                                      Additional                         Total     
                                                                  Common Stock         Paid-In       Accumulated      Stockholders'
                                                               Shares        Amount    Capital         Deficit          Deficit    

                                                                                                                                   
BALANCE, DECEMBER 31, 2001, AS RESTATED (NOTE 16)            12,947,082     $ 1,294  $12,168,525    $(19,666,955)   $ (7,497,136)  

  Sale of common stock, net of offering costs                 3,000,000        300     1,189,706                       1,190,006   

  Issuance of common stock for services                       5,291,858        529       534,115                         534,644   

  Exercise of stock options                                     386,388         39       150,371                         150,410   

  Issuance of common stock for compensation                   3,207,108        321     1,328,406                       1,328,727   

  Issuance of common stock for conversion of notes payable   39,399,267      3,940     2,821,950                       2,825,890   

  Issuance of common stock for financing cost                 2,062,500        206       288,544                         288,750   

  Beneficial conversion feature of convertible note payable                            3,977,596                       3,977,596   

  Net loss                                                                                            (8,943,874)     (8,943,874)  
--------------------------------------------------------------------------------------------------------------------------------   

BALANCE, DECEMBER 31, 2002                                   66,294,203    $ 6,629   $22,459,213    $(28,610,829)    $(6,144,987)  

  Issuance of common stock for conversion of notes payable                                                                         
    and related accrued interest                            145,459,787     14,547     2,770,839                       2,785,386   

  Issuance of common stock for services                      19,561,118      1,956       783,012                         784,968   

  Issuance of common stock for exercise of options                                                                                 
    and warrants                                             10,773,000      1,077       529,843                         530,920   

  Issuance of common stock for compensation                   7,322,757        732       232,921                         233,653   

  Beneficial conversion feature of convertible note payable                            2,277,120                       2,277,120   

  Black sholes valuation of warrant repricing                                            283,214                         283,214   

  Value of warrants issued for services                                                  451,706                         451,706   

  Reclass of value of warrants from liability due to                                                                               
    underlying shares being registered on Form SB-2                                      646,715                         646,715   

  Net loss                                                                                            (9,437,989)     (9,437,989)  
--------------------------------------------------------------------------------------------------------------------------------   
BALANCE, DECEMBER 31, 2003                                  249,410,865    $24,941   $30,434,583    $(38,048,818)    $(7,589,294)  
================================================================================================================================   

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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AMNIS SYSTEMS, INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                        [Enlarge/Download Table]

                                                                      AMNIS SYSTEMS INC. AND SUBSIDIARY 
                                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                                                              December 31               
                                                              ----------------------------------------- 
For the years ended                                              2003                           2002    
                                                              -----------                   ----------- 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                   
                                                                                                        
 Net loss                                                     $(9,437,989)                  $(8,943,874)
 Adjustments to reconcile net loss to                                                                   
   net cash used in operating activities:                                                               
       Common stock and options issued for services               784,968                       534,644 
       Value of warrants issued for services                      451,706                               
       Common stock issued for financing costs                                                  288,750 
       Repricing value of warrants for financing costs            283,214                               
       Employee salaries exchanged for stock                      233,653                     1,328,727 
       Depreciation and amortization                               49,028                        60,909 
       Amortization of discount on convertible notes payable    1,937,982                     3,858,770 
       Bad debt expense                                            47,400                               
       Income in inventory reserve                                484,788                               
       Amortization of debt issuance costs                         39,160                             - 
       Loss on disposal of property and equipment                  96,994                         1,627 
       Change in fair value of warrant liability                  299,831                    (1,055,504)
       Gain on extinguishment of debt                                   -                    (1,115,787)
 (Increase) decrease in accounts receivable                       183,139                        44,414 
 (Increase) decrease in inventories                                30,212                        63,056 
 (Increase) decrease in prepaid expenses and other assets)         (6,200)                      105,483 
 Increase (decrease) in accounts payable                          351,713                       359,028 
 Increase (decrease) in accrued salaries                          951,644                      (189,393)
 Increase (decrease) in accrued vacation                           32,961                       (61,998)
 Increase in accrued interest payable                             415,417                       342,421 
 Decrease in deferred rent                                              -                      (123,657)
 Increase (decrease) in deferred revenue                           17,525                        97,627 
 Increase (decrease) in warrant liabiliy                                                                
 Increase (decrease) in other accrued expenses                    923,916                     1,527,298 
 Decrease in sublease deposit                                           -                       (72,800)
                                                              -----------                   ----------- 

 Net cash used in operating activities                         (1,828,938)                   (2,950,259)
                                                              -----------                   ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                   
 Purchases of property and equipment                              (37,249)                      (19,518)
                                                              -----------                   ----------- 

 Net cash used in investing activities                            (37,249)                      (19,518)
                                                              -----------                   ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                   
                                                                        -                             - 
 Proceeds from financing obligations                                                                    
  collateralized by accounts receivable                           878,371                     1,578,031 
 Payments on financing obligations                                                                      
  collateralized by accounts receivable                        (1,264,640)                   (1,689,648)
 Payment of debt issuance costs                                  (262,500)                            - 
 Proceeds from issuance of common stock                                                       2,170,397 
 Proceeds from the exercise of options and warrants               530,920                             - 
 Proceeds from convertible debentures                           2,350,000                       950,000 
                                                              -----------                   ----------- 
       Net cash provided by financing activities                2,232,151                     3,008,780 
                                                              -----------                   ----------- 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              365,964                        39,003 

CASH AND CASH EQUIVALENTS, beginning of period                     87,470                        48,467 
                                                              -----------                   ----------- 
CASH AND CASH EQUIVALENTS, end of period                      $   453,434                   $    87,470 
                                                              ===========                   =========== 
NON CASH INVESTING AND FINANCING ACTIVITIES:                                                            
 Debt and accrued interest exchanged for common stock         $ 2,785,386                   $   140,736 
 Financing cost covered by convertible notes                      910,120                     2,435,154 
 Financing cost covered by issuance of common stock               266,874                               
 Note payable and interest                                                                              
  in exchange for convertible note payable                        119,731                     3,547,920 
 Stockholder purchase of financing obligation from bank           531,397                             - 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                      
  Cash paid for income taxes                                  $         -                   $     2,400 
  Cash paid for interest                                      $         -                   $   268,005 
                                                              ===========                   =========== 

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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AMNIS SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES                       

 ORGANIZATION AND LINE OF BUSINESS

Amnis Systems Inc. ("Amnis"), a Delaware corporation, and its wholly owned      
subsidiary, Optivision, Inc. ("Optivision") (collectively the "Company"), makes 
hardware and software products for the creation, management and transmission of 
compressed high-quality video over broadband computer networks. The Company's   
network video products are distributed primarily in the United States of        
America, Europe, and Pacific Rim countries both directly and through leading    
industry partners. The Company considers its operations to be one segment for   
reporting purposes. The Company's products are used in diverse applications such
as distance learning, corporate training, video courier services, telemedicine, 
surveillance and visual collaboration.                                          

Amnis was formed on July 29, 1998. On April 16, 2001, Amnis merged with         
Optivision, an operating company, in an exchange of common stock accounted for  
as a recapitalization of Optivision. Under the terms of the merger, each issued 
and outstanding share of Optivision common stock was converted into the right to
receive 0.10 shares of Amnis common stock; each outstanding but unexercised     
option or warrant to purchase common stock of Optivision was converted into an  
option or warrant to acquire the number of shares of Amnis common stock equal to
the product of 0.10 multiplied by the number of shares of Optivision common     
stock that would have been obtained before the merger. In accounting for this   
transaction:                                                                    

o Optivision is deemed to be the purchaser and surviving company for accounting 
purposes. Accordingly, its net assets are included in the balance sheet at their
historical book values and the results of operations of Optivision have been    
presented for the comparative prior period;                                     

o Control of the net assets and business of Amnis was acquired effective April  
16, 2001. This transaction has been accounted for as a purchase of the assets   
and liabilities of Amnis by Optivision. The historical cost of the net assets   
assumed was $0.                                                                 

 RESTRUCTURING

On January 28, 2004, the Company announced a complete corporate restructuring   
and the cessation of all its operations. Inventories and property and equipment 
have been written down to there estimated salvage values at December 31, 2003.  
The effect of these write downs is reflected as a restructuring loss line item  
in the consolidated statement of operations (see Note 15 for details). In       
January 2004 we entered into negotiation to acquire Corridor Communications, a  
wireless fidelity internet service provider, Quik Internet, an Internet Service 
Provider, and AshCreek Wireless, all located in Salem, Oregon. The terms of the 
agreement are subject to Corridor and the Company entering into a definitive    
agreement. At this time we cannot provide any guarantee that we will be able to 
complete the transaction, as the transaction is subject to extensive due        
diligence and the negotiation and finalizing of a definitive agreement.         

 BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in        
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The  
Company incurred net losses for the years ended December 31, 2003 and 2002 of   
$9,154,775 and $8,943,874, respectively, and at December 31, 2003, had a working
capital deficit of $5,655,749 and has no operations. These conditions raise     
substantial doubt as to the                                                     

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AMNIS SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

Company's ability to continue as a going concern. These consolidated financial  
statements do not include any adjustments that might result from the outcome of 
this uncertainty. These consolidated financial statements do not include any    
adjustments relating to the recoverability and classification of recorded asset 
amounts, or amounts and classification of liabilities that might be necessary   
should the Company be unable to continue as a going concern.                    

The Company plans to take the following steps that it believes will be          
sufficient to provide the Company with the ability to continue in existence: The
Company has recently announced its intention to acquire Corridor Communications 
Corp., Ashcreek Wireless and Quik Internet. The Company has received $ 300,000  
in additional funding from existing investors in 2004 and is currently          
negotiating for additional funds of approximately $1.5 million from this same   
investor base. The Company expects to close this round of financing in the first
week in April 2004. The Company believes that with the new acquisition and      
sufficient capital to fund operations that the Company will be able to achieve  
profitable operations, but there can be no assurance that the Company will      
generate positive cash flows from operations sufficient to sustain operations in
the near term.                                                                  

 PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the  
Company and its wholly owned subsidiary, Optivision, Inc. All inter-company     
accounts and transactions have been eliminated.                                 

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make  
estimates and assumptions that affect the reported amounts of assets and        
liabilities and disclosures of contingent assets and liabilities at the date of 
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. As of December 31, 2003 and 2002, the Company used       
estimates in determining the realization of its accounts receivable, inventory  
write-downs, depreciation and amortization, sales returns, deferred taxes and   
contingencies. Actual results could differ from these estimates.                

 FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company's financial instruments, including cash, accounts    
receivable, accounts payable and accrued expenses, the carrying amounts         
approximate fair value due to their short maturities. The amounts shown for     
convertible debentures, and financing obligations also approximate fair value   
because current interest rates and terms offered to the Company are at the      
current market rate.                                                            

 CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company defines cash          
equivalents as all highly liquid debt instruments purchased with original       
maturities of three months or less.                                             

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations  
of credit risk, consist of cash and cash equivalents and accounts receivables.  
The Company places its cash with high quality financial institutions and at     
times cash balances may exceed the FDIC $100,000 insurance limit. The Company   
extends credit based on an evaluation of the customer's financial condition,    
generally without                                                               

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AMNIS SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

collateral. Exposure to losses on receivables is principally dependent on each  
customer's financial condition. The Company monitors its exposure for credit    
losses and maintains allowances for anticipated losses, if required.            

During 2003, five customers accounted for 43% of net revenues. As of December   
31, 2003, approximately 82% of accounts receivable were concentrated with five  
customers. During 2002, five customers accounted for 43% of net revenues. To    
reduce credit risk relating to all customers, the Company performs ongoing      
credit evaluations of customers' financial conditions and limits the amount of  
credit extended when considered necessary, but generally requires no collateral 
on product sales. The Company maintains allowances for estimated bad debt losses
to address potential undetected credit risks. The Company is not able to predict
changes in the financial stability of its customers. Any material change in the 
financial status of any one or a group of customers could have a material       
adverse effect on the Company's results of operations. Although such losses have
been within management's expectations to date, there can be no assurance that   
such reserves will continue to be adequate. The Company's contract receivable is
unsecured. However, credit risk is substantially mitigated by the Company's     
timely collection procedures.                                                   

 INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market. A  
provision has been made to reduce obsolete inventories to their net realizable  
value. Inventories contain components and assemblies in excess of the Company's 
current estimated requirements and these are reserved for at December 31, 2003. 
Due to competitive and market pressures the Company ceased its video operations 
in January 2004 and accordingly has reduced inventory to the estimated          
realizable value of $46,000 based upon purchase orders with two customers.      

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are    
computed using the straight-line method over the estimated lives of the assets, 
which range from two to seven years. Amortization of leasehold improvements is  
provided on the straight-line basis over the lesser of the lease term or the    
estimated useful lives of the assets.                                           

Expenditures for maintenance and repairs are charged to operations as incurred  
while renewals and betterments are capitalized. Gains and losses on disposals   
are included in the results of operations.                                      

As a result of the Company's decision to cease its video operations in January  
2004 all associated equipment has been reduced to zero which represents the     
estimated realizable value and included in Loss on discontinuance of business.  

STOCK-BASED COMPENSATION

The Company grants stock options with an exercise price equal to at least the   
fair value of the stock at the date of grant. The Company has elected to        
continue to account for its employee stock- based compensation plans using an   
intrinsic value-based method of accounting prescribed by Accounting Principles  
Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and   
related Interpretations. Under APB 25, because the exercise price of the        
Company's employee stock options equal or exceeds the market price of the       
underlying stock on the date of grant, no compensation expense is recognized.   
The Company does present in a pro                                               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

forma disclosure the compensation expense that would have been recognized if the
fair value methodology prescribed by SFAS No. 123 had been used.                

In accordance with SFAS No. 123, the Company recognized $784,968 and $534,644 of
expense for the year ended December 31, 2003 and 2002, respectively, related to 
stock options granted to outside consultants.                                   

The Company has adopted only the disclosure provisions of SFAS No. 123,         
"Accounting for Stock-Based Compensation." It applies Accounting Principles     
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its Stock Option Plan and does not    
recognize compensation expense for its Stock Option Plan other than for         
restricted stock and options issued to outside third parties. If the Company had
elected to recognize compensation expense based upon the fair value at the grant
date for awards under the Stock Option Plan consistent with the methodology     
prescribed by SFAS No. 123, the Company's net loss and loss per share would be  
reduced to the pro forma amounts indicated below for the years ended December   
31, 2003 and 2002:                                                              

                                    2003            2002
                                    ------------    --------------
Net loss:                                                                       
As reported                                $ (9,154,775)   $   (8,943,874)      
Option expense                           $   (149,375)   $     (638,284)    
Pro forma                                  $ (9,304,150)   $   (9,582,158)      
Basic and diluted loss per common share:                                        
As reported                              $      (0.08)   $        (0.26)    
Pro forma                                  $      (0.08)   $        (0.28)      

The fair value for these options was estimated at the date of grant using a     
Black-Scholes option pricing model with the following weighted-average          
assumptions for the years ended December 31, 2003 and 2002, respectively:       
risk-free interest rate of 3.0% and 3.5%; dividend yields of 0% and 0%;         
volatility factors of the expected market price of the Company's common stock of
735% and 137%; and a weighted average expected life of the option of 1.5 and 4  
years.                                                                          

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully   
transferable. In addition, option valuation models require the input of highly  
subjective assumptions including the expected stock price volatility. Because   
the Company's employee stock options have characteristics significantly         
different from those of traded options, and because changes in the subjective   
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single       
measure of the fair value of employee stock options.                            

 REVENUE RECOGNITION

The Company recognizes revenue in compliance with Security and Exchange         
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial 
Statements" and Statement of Position (SOP) 97-2, as amended by SOP 98-9,       
"Software Revenue Recognition," as applicable, as follows:                      

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

o Revenues from product sales, both hardware and software, to Value Added       
Resellers (VAR), Original Equipment Manufacturers (OEM), and end users are      
recognized upon shipment to the customer, whereby risk of loss has been         
transferred to the customer and the price and terms have been fixed.            

o The Company further recognizes revenues from warranty contracts on a          
straight-line basis over the contractual life of the warranty which ranges      
between 1 and 3 years. The unrecognized balance of the warranty is recorded as  
long-term or short-term deferred revenue on the consolidated balance sheet.     
Management is currently attempting to locate a company to assume servicing of   
the contracts.                                                                  

 SHIPPING AND HANDLING

Shipping and handling costs charged to customers are recognized as revenue. The 
related costs are charged to cost of sales.                                     

 ADVERTISING AND MARKETING COSTS

The Company expenses costs of advertising and marketing as incurred. Advertising
and marketing expense for the years ended December 31, 2003 and 2002 was        
insignificant.                                                                  

INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109,          
"Accounting for Income Taxes." Deferred taxes are provided on the liability     
method whereby deferred tax assets are recognized for deductible temporary      
differences, and deferred tax liabilities are recognized for taxable temporary  
differences. Temporary differences are the differences between the reported     
amounts of assets and liabilities and their tax bases. Deferred tax assets are  
reduced by a valuation allowance when, in the opinion of management, it is more 
likely than not that some portion or all of the deferred tax assets will be     
realized. Deferred tax assets and liabilities are adjusted for the effects of   
changes in tax laws and rates on the date of enactment.                         

EARNINGS PER SHARE

In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common
share is computed by dividing net loss available to common stockholders by the  
weighted average number of common shares outstanding. Diluted loss per common   
share is computed similar to basic loss per common share except that the        
denominator is increased to include the number of additional common shares that 
would have been outstanding if the potential common shares had been issued and  
if the additional common shares were dilutive. At December 31, 2003 and 2002,   
the Company had outstanding warrants and options to purchase shares of common   
stock of 51,170,901and 18,536,935, respectively, which were antidilutive.       

COMPREHENSIVE INCOME

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the   
reporting and display of comprehensive income and its components in the         
financial statements. For the year ended December 31, 2003 and 2002, the Company
had no items that represent other comprehensive income and, accordingly, has not
included a Schedule of Comprehensive Income in the consolidated financial       
statements.                                                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

DISCOUNT ON CONVERTIBLE DEBENTURES

Discounts on convertible debentures are principally the values attributed to the
detachable warrants issued in connection with the convertible debentures and the
value of the preferential conversion feature associated with the convertible    
debentures. These discounts are accounted for in accordance with emerging issues
task force ("EITF") 00-27 "Application of EITF 98-5 to Certain Convertible      
Instruments" issued by the Financial Accounting Standards Board.                

 ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS

The Company follows the guidance in EITF 00-19 "Accounting for Derivative       
Financial Instruments Indexed to, and Potentially Settled in, A Company's Own   
Stock" in recording accrued warrant liabilities for warrants issued in          
connection with convertible notes payable that have contain registration rights.
The classification of the warrants as a liability requires variable accounting, 
with re-measurement of the fair value of the warrants at each balance sheet,    
with any adjustments reflected in earnings.                                     

RECLASSIFICATION

Where necessary certain reclassifications have been made to the 2002 balances to
conform to the 2003 presentation.                                               

 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which amends FASB Statement No. 123,   
Accounting for Stock-Based Compensation, to provide alternative methods of      
transition for a voluntary change to the fair value based method of accounting  
for stock-based employee compensation. In addition, this Statement amends the   
disclosure requirements of Statement 123 to require prominent disclosures in    
both annual and interim financial statements about the method of accounting for 
stock-based employee compensation and the effect of the method used on reported 
results. The transition guidance and annual disclosure provisions of Statement  
148 are effective for fiscal years ending after December 15, 2002, with earlier 
application permitted in certain circumstances. The interim disclosure          
provisions are effective for financial reports containing financial statements  
for interim periods beginning after December 15, 2002. The adoption of this     
statement did not have a material impact on the Company's consolidated financial
position or results of operations.                                              

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's      
Accounting and Disclosure Requirements for Guarantees, Including Indirect       
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that the      
guarantor recognize, at the inception of certain guarantees, a liability for the
fair value of the obligation undertaken in issuing such guarantee. FIN 45 also  
requires additional disclosure requirements about the guarantor's obligations   
under certain guarantees that it has issued. The initial recognition and        
measurement provisions of this interpretation are applicable on a prospective   
basis to guarantees issued or modified after December 31, 2002 and the          
disclosure requirements are effective for financial statement periods ending    
after December 15, 2002. The adoption of FIN 45 did not have a material impact  
on the financial position, results of operations or cash flows of the Company.  

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on     
Derivative Instruments and Hedging Activities". This Statement amends and       
clarifies financial accounting and reporting for derivative instruments,        
including certain derivative instruments embedded in other contracts            
(collectively referred to as derivatives)                                       

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FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

and for hedging activities under SFAS No. 133, "Accounting for Derivative       
Instruments and Hedging Activities." This Statement amends Statement 133 for    
decisions made (1) as part of the Derivatives Implementation Group process that 
effectively required amendments to Statement 133, (2) in connection with other  
Board projects dealing with financial instruments, and (3) in connection with   
implementation issues raised in relation to the application of the definition of
a derivative, in particular, the meaning of an initial net investment that is   
smaller than would be required for other types of contracts that would be       
expected to have a similar response to changes in market factors, the meaning of
underlying, and the characteristics of a derivative that contains financing     
components. The adoption of this pronouncement did not have a material effect on
the financial statements of the Company.                                        

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial    
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes standards for how an issuer classifies and measures certain         
financial instruments with characteristics of both liabilities and equity. It   
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments   
were previously classified as equity. Some of the provisions of this Statement  
are consistent with the current definition of liabilities in FASB Concepts      
Statement No. 6, "Elements of Financial Statements." The remaining provisions of
this Statement are consistent with the Board's proposal to revise that          
definition to encompass certain obligations that a reporting entity can or must 
settle by issuing its own equity shares, depending on the nature of the         
relationship established between the holder and the issuer. While the Board     
still plans to revise that definition through an amendment to Concepts No. 6,   
the Board decided to defer issuing that amendment until it has concluded its    
deliberations on the next phase of this project. That next phase will deal with 
certain compound financial instruments including puttable shares, convertible   
bonds, and dual-indexed financial instruments. The adoption of this             
pronouncement did not have a material effect on the financial statements of the 
Company.                                                                        

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of       
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.       
Previously, the criteria were based on control through voting interest.         
Interpretation 46 requires a variable interest entity to be consolidated by a   
company if that company is subject to a majority of the risk of loss from the   
variable interest entity's activities or entitled to receive a majority of the  
entity's residual returns or both. A company that consolidates a variable       
interest entity is called the primary beneficiary of that entity. The           
consolidation requirements of Interpretation 46 apply immediately to variable   
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning    
after June 15, 2003. Certain of the disclosure requirements apply in all        
financial statements issued after January 31, 2003, regardless of when the      
variable interest entity was established. During October 2003, the FASB issued  
Staff Position No. FIN 46 deferring the effective date for applying the         
provisions of FIN 46 until the end of the first interim or annual period ending 
after December 31, 2003, if the variable interest was created prior to February 
1, 2003 and the public entity has not issued financial statements reporting such
variable interest entity in accordance with FIN 46. On December 24, 2003, the   
FASB issued FASB Interpretation No. 46 (Revised December 2003), Consolidation of
Variable Interest Entities, (FIN-46R), primarily to clarify the required        
accounting for interests in variable interest entities. FIN-46R replaces FIN-46,
Consolidation of Variable Interest Entities that was issued in January 2003.    
FIN-46R exempts certain entities from its requirements and provides for special 
effective dates for entities that have fully or partially applied FIN-46 as of  
December 24, 2003. In certain situations, entities have the option of applying  
or continuing to apply FIN-46 for a short period of time before applying        
FIN-46R. While FIN-46R modifies or clarifies various provisions of FIN-46, it   
also incorporates many FASB Staff Positions previously issued by the FASB. The  
Company does not anticipate that the adoption of this pronouncement will have a 
material impact on the Company's financial position or results of operations.   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'           
Disclosures about Pensions and Other Postretirement Benefits" which replaces the
previously issued Statement. The revised Statement increases the existing       
disclosures for defined benefit pension plans and other defined benefit         
postretirement plans. However, it does not change the measurement or recognition
of those plans as required under SFAS No. 87, "Employers' Accounting for        
Pensions," SFAS No. 88, "Employers' Accounting for Settlements and Curtailments 
of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No.    
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."   
Specifically, the revised Statement requires companies to provide additional    
disclosures about pension plan assets, benefit obligations, cash flows, and     
benefit costs of defined benefit pension plans and other defined benefit        
postretirement plans. Also, companies are required to provide a breakdown of    
plan assets by category, such as debt, equity and real estate, and to provide   
certain expected rates of return and target allocation percentages for these    
asset categories. The adoption of this pronouncement has no material impact to  
the Company's financial statements.                                             

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB    
Interpretation No. 46, "Consolidation of Variable Interest Entities, an         
Interpretation of Accounting Research Bulletin (ARB) No. 51". This              
interpretation clarifies the application of ARB No. 51, "Consolidated Financial 
Statements", to certain entities in which equity investors do not have the      
characteristics of a controlling 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. In December 2003, the FASB   
revised FASB Interpretation No. 46 (FIN 46R) which allowed companies with       
certain types of variable interest entities to defer implementation until March 
31, 2004.                                                                       

NOTE 2 - ACCOUNTS RECEIVABLE FINANCING                                          

In October 1998, Optivision entered into a financing arrangement with Pacific   
Business Funding whereby funds were borrowed against receivables. Funding was   
based on 80% of qualified receivables. As of December 31, 2003, borrowings under
this agreement were $0.0. Pacific Business Funding has allowed the Company to   
exceed its credit limit available on this agreement without any penalties. In   
May of 2003 this financing arrangement was terminated and our investors         
purchased a the $531,397 note representing the balance in excess of collectible 
receivables along with a first security interest in all the company's assets. In
October 2003 this note was converted to a convertible note payable (see Note 6) 
with the same terms as the investors other notes.                               

NOTE 3 - INVENTORIES                                                            

Inventories at December 31, 2003 consisted of the following:                    

Raw materials                                      $    470,382                 
Work-in-process                                          72,446                 
Finished goods                                          148,424                 
Demonstration inventory                                 123,400                 
                                  ------------
                                       814,652
Less reserve for inventory obsolescence due to                                  
discontinuance of business (see Note 15)              (768,652)               
                                  ------------

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

The Company has determined and reserved nearly the value of the inventory as    
potentially not realizable due to the restructuring of business which involves  
discontinuance of video operations as described in note 16. The inventory       
consists of 20 decoders and 20 encoders that are completed and ready for sale.  
The Company is in the process of attempting to sell that inventory to various   
existing customers such as the University of Hawaii and York Communications. The
customer's only interest is in completed product. The approximate cost for each 
decoder is $2,000 and $3,000 for each encoder. The Company currently has two    
customers that have negotiated to purchase some amount of the remaining finished
stock as backup for their existing units approximating $46,000. The company has 
no definitive way of measuring the realizable value of the inventory as a whole 
and no firm prospect of a purchase beyond the $46,000 at the present time.      
Management believes that the ultimate disposition of the remaining inventory    
will be for a nominal amount based upon the present facts and circumstances.    

NOTE 4 - PROPERTY AND EQUIPMENT                                                 

Property and equipment consist of:                                              

Machinery and equipment             $   624,214                                 
Demonstration equipment                 179,670                                 
Furniture and fixtures                  287,009                                 
Leasehold improvements                  318,673                                 
   -----------
Accumulated depreciation             (1,409,566)                                
   -----------
Total                               $        --                                 

Depreciation expense was $49,028 for the year ending December 31, 2003.         
Additionally, $96,994 has been charged to loss on restructuring of business (see
Note 15).                                                                       

NOTE 5 - NOTES PAYABLE - STOCKHOLDERS                                           

Certain stockholders loaned Optivision unsecured funds, which amounted to       
$3,309,375 at December 31, 2001. These loans bear interest at a rate of 10% per 
annum. In January 2002 and March 2003, certain of these notes aggregating       
$3,204,375 and $119,791, respectively, (see Note 6) were exchanged for          
convertible notes. The balance remaining at December 31, 2003 is $105,000.      

NOTE 6 - CONVERTIBLE NOTES PAYABLE                                              

On December 28, 2001, the Company entered into an agreement to issue a          
debenture, bearing interest at 12% per annum, in the amount of $500,000, with   
the right to convert the debt into common stock upon demand at a rate equal to  
the lesser of $0.385 per share or 70% of the three lowest trading prices over   
the previous 20 days trading. On January 3, 2002, the Company received $500,000 
pursuant to this debenture. In addition to the debenture, the lender was issued 
investment options to purchase, at the applicable conversion price, one         
additional share of common stock for each share of common stock owned upon      
conversion of the debenture and warrants to purchase up to 1,000,000 shares of  
common stock at an exercise price equal to                                      

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FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

the lesser of $0.385 or the average of the lowest trading prices over the       
previous 20 days trading. This investment option expired in 2003 due to the     
company's inability to execute an effective registration statement. The         
debenture limits the ownership that can be acquired through this transaction to 
be no greater than 4.9% on a fully diluted basis. Additional warrants to        
purchase up to a total of 100,000 shares of common stock, at the same exercise  
price as the warrants issued to the lender, were issued as a finder's fee. In   
accordance with EITF 00-27, the Company first determined the value of the note  
and the fair value of the detachable warrants issued in connection with this    
convertible debenture. The estimated value of the warrants of $509,194 was      
determined using the Black-Scholes option pricing model and the following       
assumptions: term of 2 years, a risk free interest rate of 4.00%, a dividend    
yield of 0% and volatility of 212%. The face amount of the note payable of      
$500,000 was proportionately allocated to the note payable and the warrants is  
the amount of $247,722 and $252,278, respectively. The amount allocated to the  
warrants of $252,278 was recorded as a discount on the note payable and as      
accrued warrant liability in accordance with EITF 00-19 (see Note 8) as these   
warrants contain registration rights. The value of the note payable was then    
allocated between the note and the preferential conversion feature, which       
amounted to $0 and $247,722, respectively. The combined total discount is       
$497,945, and will be amortized over the year life of the debenture. For the    
year ended December 31, 2003 and 2002 $247,945 and $252,055 respectively has    
been amortized to interest expense, due to the passage of time. None of the note
balance under this agreement has been converted into common stock as of December
31, 2002. During 2003 the investor converted the full principle amount into     
common shares in accordance with the terms of the note. The Company initially   
did not register the shares underlying this convertible debenture per the terms 
of the agreement and has accrued a penalty for this non-registration event (see 
Note 7). The company did effectively register these shares and warrants under a 
SB-2 registration statement that became effective September 5, 2003.            

On January 14, 2002, the Company issued a convertible note in the principal     
amount of $3,547,917 to Mr. Michael A. Liccardo, former president, chief        
executive officer and chairman of the board of directors, in exchange for the   
cancellation of certain loans aggregating $3,204,375 and related accrued        
interest of $343,542 that Mr. Liccardo had loaned to Optivision to meet current 
operating expenses. At any time, Mr. Liccardo may elect to convert the note to  
shares of the Company's common stock at $0.35 per share, subject to adjustment  
related to the price of subsequent securities issuances by the Company to third 
parties. The convertible note bears interest at 10% per annum. Since the        
Company's stock price exceeded the conversion price on the transaction date,    
there is an embedded beneficial conversion feature present in the convertible   
note which has been valued separately. As of January 14, 2002, the intrinsic    
value of the beneficial conversion feature is greater than the proceeds         
allocated to the convertible note. On January 14, 2002, the Company recorded a  
discount of $3,547,917. This discount is being amortized over the life of the   
convertible note. For the year ended December 31, 2003 and 2002 $61,859 and     
$3,486,058, respectively has been amortized to interest expense, due to the     
passage of time and conversions into shares of common stock. In March 2003      
expenses due Mr. Liccardo which was previously classified as a note payable in  
the amount of $119,791 was exchanged for a convertible note with the same terms 
as the January 14, 2002 note. The Company recorded a discount of $51,339 towards
this note. This discount is being amortized over the one year life of the note. 
For the year ended December 31, 2003 $38,504 has been amortized to interest     
expense towards the March 2003 note due to the passage of time. During the year 
ended December 31, 2002, principal and accrued interest in the amount of        
$2,435,154 and $114,846, respectively, were converted into 39,123,377 shares of 
the Company's common stock. During 2003, $112,000 of principle was converted    
into 14,000,000 shares of the Company's common stock. The combined principal    
balance of the notes at December 31, 2003 is $1,120,554. with accrued interest  
of $234,835. The underlying shares on this note have not been included in any of
the Company's SB-2 registration statements.                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

On June 18, 2002, the Company issued and sold two 12% two-year Convertible Notes
in the aggregate principal amount of $450,000 and common stock purchase warrants
exercisable for up to 135,000 shares of common stock, subject to adjustment for,
among other things, capital issuances below $0.13 per share and for stock       
splits, combination or reclassification of the Company's stock to Alpha Capital 
Aktiengesellschaft and Stonestreet Limited Partnership, in a private financing  
transaction. Each note is convertible at the holder's option at any time into   
shares of the Company's common stock at the lesser of a 30% discount to the     
average of the lowest three intraday trading prices of the Company's common     
stock during the 20 trading day periods ending on trading day prior to the date 
of conversion, or $0.385 per share. In accordance with EITF 00-27, the Company  
first determined the value of the note and the fair value of the detachable     
warrants issued in connection with this convertible debenture. The estimated    
value of the warrants of $21,282 was determined using the Black-Scholes option  
pricing model and the following assumptions: term of 2 years, a risk free       
interest rate of 4.00%, a dividend yield of 0% and volatility of 242%. The face 
amount of the note payable of $450,000 was proportionately allocated to the note
payable and the warrants is the amount of $429,679 and $20,321, respectively.   
The amount allocated to the warrants of $20,321 was recorded as a discount on   
the notes payable and as accrued warrant liability in accordance with EITF 00-19
(see Note 8) as these warrants contain registration rights. The value of the    
notes was then allocated between the notes and the preferential conversion      
feature, which amounted to $0 and $429,679, respectively. The combined total    
discount is $450,000, and will be amortized over the life of the debentures. For
the year ended December 31, 2003 and 2002, respectively, $271,204 and $120,656  
has been amortized to interest expense, due to the passage of time. The Company 
initially did not register the shares underlying this convertible debenture per 
the terms of the agreement and has accrued a penalty for this non-registration  
event. On September 5, 2003, the Company's SB-2 registration statement became   
effective covering the shares underlying this note and the associated warrants, 
at this time the non-registration penalty stopped accruing (see Note 7). The    
notes also contain a reset provision. As of December 31, 2003 there is a        
principle balance of $250,000.                                                  

On May 9, 2003, the Company issued a 12% two-year Convertible Note in the       
principal amount of $910,120 in exchange for the reduction of the value (up to  
the May 9, 2003 date) in the reset provision contained in the June 18, 2002 note
agreement to Alpha Capital Aktiengesellschaft. The note is convertible at the   
holder's option at any time into shares of the Company's common stock at the    
lesser of a 30% discount to the average of the lowest three intraday trading    
prices of the Company's common stock during the 20 trading day periods ending on
trading day prior to the date of conversion, or $0.385 per share. In accordance 
with EITF 00-27, the value of the note was allocated between the note and the   
preferential conversion feature, which amounted to $520,069 and $390,051,       
respectively. The discount of $390,051 will be amortized over the life of the   
debenture. Of the $390,051 discount, as of December 31, 2003, $125,926 has been 
amortized to expense due to the passage of time. At December 31, 2003 none of   
the principle has been converted. The shares underlying this note were          
registered with the September 5, 2003 SB-2 registration statement.              

On May 9, 2003, the Company issued and sold three 12% two-year Convertible Notes
in the aggregate principal amount of $1,000,000 and common stock purchase       
warrants exercisable for up to 5,000,000 shares of common stock to Alpha Capital
Aktiengesellschaft, SDS Merchant Fund and Bristol Capital, in a private         
financing transaction. Each note is convertible at the holder's option at any   
time into shares of the Company's common stock at the lesser of a 30% discount  
to the average of the lowest three intraday trading prices of the Company's     
common stock during the 20 trading day periods ending on trading day prior to   
the date of conversion, or $0.385 per share. In accordance with EITF 00-27, the 
Company first determined the value of the note and the fair value of the        
detachable warrants issued in connection with this convertible debenture. The   
estimated value of the warrants of $249,705 was determined using the            
Black-Scholes option pricing model and the following assumptions: term of 7     
years, a risk free interest rate of                                             

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FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

4.00%, a dividend yield of 0% and volatility of 735%. The face amount of the    
notes payable of $1,000,000 was proportionately allocated to the note payable   
and the warrants in the amount of $800,188 and $199,812, respectively. The      
amount allocated to the warrants of $199,812 was recorded as a discount on the  
note payable and as accrued warrant liability in accordance with EITF 00-19 (see
Note 8) as these warrants contain registration rights. The value of the note was
then allocated between the note and the preferential conversion feature, which  
amounted to $171,804 and $628,384, respectively. The combined total discount is 
$828,196, and will be amortized over the life of the debenture. Of the $828,196 
discount, as of December 31, 2003, $631,911 has been amortized to expense due to
the passage of time and conversion of principle. The unconverted balance of     
these notes at December 31, 2003 is $350,000. The shares underlying this        
debenture and the warrants were registered with the Company's SB-2 registration 
statement that became effective October 10, 2003.                               

On September 12, 2003, the Company issued and sold a 12% two-year Convertible   
Note in the principal amount of $250,000 and common stock purchase warrants     
exercisable for up to 1,250,000 shares of common stock to Stonestreet Limited   
Partnership in a private financing transaction. The note is convertible at the  
holder's option at any time into shares of the Company's common stock at the    
lesser of a 35% discount to the average of the lowest three intraday trading    
prices of the Company's common stock during the 30 trading day periods ending on
trading day prior to the date of conversion, or $0.05 per share. In accordance  
with EITF 00-27, the Company first determined the value of the note and the fair
value of the detachable warrants issued in connection with this convertible     
debenture. The estimated value of the warrants of $87,413 was determined using  
the Black-Scholes option pricing model and the following assumptions: term of 7 
years, a risk free interest rate of 4.00%, a dividend yield of 0% and volatility
of 735%. The face amount of the note payable of $250,000 was proportionately    
allocated to the note payable and the warrants in the amount of $185,233 and    
$64,767, respectively. The amount allocated to the warrants of $64,767 was      
recorded as a discount on the note payable and as accrued warrant liability in  
accordance with EITF 00-19 (see Note 8) as these warrants contain registration  
rights. The value of the note was then allocated between the note and the       
preferential conversion feature, which amounted to $0 and $185,233,             
respectively. The combined total discount is $250,000, and will be amortized    
over the life of the debenture. Of the $250,000 discount, as of December 31,    
2003, $250,000 has been amortized to expense due to the passage of time and     
conversion of the full principal balance of the note Shares and warrants        
underlying this debenture were registered on our SB-2 registration statement    
that became effective October 10, 2003.                                         

In October 2003, we entered into an agreement with two creditors whereby we     
agreed to pay the creditors, in connection with a senior security interest in   
the amount of $531,397, in shares of common stock. The note is convertible at   
the holder's option at any time into shares of the Company's common stock at the
lesser of a 35% discount to the average of the lowest three intraday trading    
prices of the Company's common stock during the 30 trading day periods ending on
trading day prior to the date of conversion, or $0.05 per share. The            
preferential conversion feature, which amounted to $286,137 recorded as a       
discount on the convertible debenture and will be amortized over the life of the
debenture. Of the $286,137 discount, as of December 31, 2003, $50,353 has been  
amortized to expense due to the passage of time and conversion of Shares. Shares
underlying this debenture were registered on our SB-2 registration statement    
that became effective October 10, 2003. During 2003 $35,000 was converted to    
shares.                                                                         

In November 2003, we entered into an additional financing agreement with some of
our current accredited investors, pursuant to which we issued and sold 12%      
two-year secured convertible debentures in the principal amount of $1,100,000   
and 5,500,000 warrants to purchase shares of our common stock, subject to an    
antidilution adjustment. The debenture is convertible at the holder's option at 
any time into                                                                   

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FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

shares of our common stock at the lesser of $0.03 or 65% of the average of the  
three lowest intraday trading prices for the common stock on a principal market 
for the 30 trading days before but not including the conversion date. In        
accordance with EITF 00-27, the Company first determined the value of the note  
and the fair value of the detachable warrants issued in connection with this    
convertible debenture. The estimated value of the warrants of $165,000 was      
determined using the Black-Scholes option pricing model and the following       
assumptions: term of 2 years, a risk free interest rate of 4.00%, a dividend    
yield of 0% and volatility of 803%. The face amount of the note payable of      
$1,100,000 was proportionately allocated to the note payable and the warrants is
the amount of $956,711 and $143,289, respectively. The amount allocated to the  
warrants of $143,289 was recorded as a discount on the note payable and as      
accrued warrant liability in accordance with EITF 00-19 (see Note 8) as these   
warrants contain registration rights. The value of the note was then allocated  
between the note and the preferential conversion feature, which amounted to     
$221,114 and $735,597, respectively. The combined total discount is $878,886,   
and will be amortized over the life of the debenture. For the year ended        
December 31, 2003 $260,281 has been amortized to interest expense, due to the   
passage of time and conversion of principle balance. During 2003 $269,000 was   
converted leaving a balance at December 31, 2003 of $831,000. Shares underlying 
this debenture were registered on our SB-2 registration statement that became   
effective December 12, 2003.                                                    

Effective with the November 11, 2003 financing, all previously granted but      
unexercised warrants exercise prices were adjusted to three cents ($0.03). The  
Company has recorded a charge to earnings for this adjustment approximating     
$283,214. The fair value for the repricing was estimated using a Black-Scholes  
pricing model.                                                                  

Summary of convertible notes (net of discount) by year of issuance:             

               Current         Long-term
                --------        ----------
Notes issued in 2002               $191,860        $1,000,763                   
Notes issued in 2003               $367,570        $1,012,106                   
                --------        ----------

Totals                             $559,430        $2,012,869                   
                --------        ----------

Convertible notes (gross) due during                                            

the year ended December 31,                                                     

2004                       $  866,189                                           
2005                       $3,091,883                                           
----------                
Total            $3,958,072                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 7 - OTHER ACCRUED EXPENSES                                                 

Other accrued expenses at December 31, 2003 consisted of the following:         

Penalty for not registering shares issued in February 2002      $               
Net of $309,170 of converted penalties.                             226,120     
Penalty for not registering shares underlying                                   
convertible debentures                                           334,087  
Value of reset option provision in June 18, 2002 agreement                      
Net of restatement settlements of $1,291,441                        668,375     
Other                                                               161,606     
                                                           -----------
                                                           $ 1,390,188

NOTE 8 - ACCRUED WARRANT LIABILITY                                              

Under the terms the convertible debentures issued on December 28, 2001, June 18,
2002, May 2003, September 2003, and November 2003 (see Note 6), and the terms of
the private placement in February 2002, the Company issued detachable warrants  
to purchase shares of common stock that had registration rights. As a result,   
and in accordance with the guidelines of EITF 00-19, the fair value of the      
warrants were initially recorded as an accrued warrant liability. Furthermore,  
the classification of the warrants as a liability require variable accounting,  
with re-measurement of the fair value of the warrants using the Black-Scholes   
option pricing model at each balance sheet up until registration rights were    
deemed effective pursuant to an SB-2 registration statement, with any           
adjustments reflected in earnings.                                              

The Company had three separate SB-2 registration statements become effective    
September 5, 2003, October 10, 2003 and December 12, 2003 registering many of   
the underlying shares and warrants associated with the company's convertible    
debentures (see Note 6). As a result of the registration statements becoming    
effective, the Company has no remaining accrued warrant liability balance at    
December 31, 2003. The allocated liability related to the warrants was $47,076  
at December 31, 2002. For the years ended December 31, 2003 and 2002, the       
Company recorded ($299,831) and $1,055,504, respectively, of other (expense)    
income for the change in fair value of the warrants.                            

NOTE 9 - STOCKHOLDERS' DEFICIT                                                  

On September 29, 2003 the Company amended its certificate of incorporation to   
increase the total number of shares authorized to 820,000,000, 800,000,000      
designated as common stock with a par value of $0.0001 and 20, 000,000          
designated as preferred stock with a par value of $0.0001.                      

In February 2002, the Company entered into financing agreements for the sale of 
2,250,000 shares of its common stock. The stock was sold in units, which include
ten shares of common stock, subject to adjustment related to stock price        
fluctuations, and a warrant, for $8.00 each. Each warrant allows the holder to  
purchase three shares of common stock at $0.90 per share, subject to such       
customary adjustment for stock splits, combination or reclassification of the   
Company's capital stock and the like. The total selling price of these units was
$1,800,000 of which $970,019 was allocated to the common stock and the remaining
$829,981 was allocated to the detachable warrants. The allocation between the   
common stock and the warrants was based on the fair value of the Company's stock
at the                                                                          

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FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

closing date ($0.71) and the estimated fair value of the warrants ($0.6075). The
estimated value of the warrants was determined using the Black-Scholes option   
pricing model and the following assumptions: term of 2 years, a risk free       
interest rate of 4.00%, a dividend yield of 0% and volatility of 212%. The      
amount allocated to the warrants of $829,981 was recorded as accrued warrant    
liability as these warrants contain registration rights. On June 18, 2002, the  
financing agreements entered into in February 2002 were amended in connection   
with the June 18, 2002 convertible debenture, whereby the Company issued an     
additional 2,062,500 to the investor in connection with a reset option feature  
in the February 2002 agreement. The Company has recorded as financing costs,    
$288,750 in connection with the issuance of these additional shares. The June   
18, 2002 agreement also contained a reset option provision and the Company has  
recorded a liability of $1,307,487 at December 31, 2002 related to the          
additional shares that could be issued in accordance with this provision (See   
Note 7). The warrant issued in connection with the February 2002 transaction was
amended to reduce the exercise price to $0.13, subject to adjustment for, among 
other things, capital issuances below $0.13 per share and for stock splits,     
combination or reclassification of the Company's stock and the like. The Company
has recorded a charge to earnings of $13,731 in connection with the repricing of
the warrant. No additional proceeds were received. The Company did not register 
the shares that were issued in the February 2002 private placement offering per 
the terms of the private placement agreement and has accrued a penalty for this 
non-registration event. The shares and warrants were registered with the        
Company's SB-2 registration statement that became effective September 5, 2003.  

During the year ended December 31, 2003, the Company settled with its employees 
for unpaid compensation by issuing 7,322,757shares of common stock from the     
stock options plans in lieu of cash in the amount of $233,653. The number of    
shares issued equaled the amount of unpaid compensation divided by the market   
value of the Company's stock on the settlement date. In addition the Company    
issued19, 561,118 shares of common stock in lieu of cash in the amount of       
$784,968 based on the market price of the shares at the date of issuance, for   
consulting services.                                                            

The company issued 10,773,000 shares for the exercise of options and warrants   
amounting to $530,920 of cash proceeds.                                         

In October 2003, the Company's Board of Directors adopted the 2003 Stock Plan.  
50,000,000 shares are authorized for issuance. Stock grants during 2003 of      
33,478,966 consisted of 29,590,966 under the employee back pay program and      
3,888,000 to employees.                                                         

During 2003 Convertible Notes in the amount of $2,785,386 were converted into   
145,459,787 shares of common stock. (see note 6)                                

NOTE 10 - COMMITMENTS AND CONTINGENCIES                                         

 LEASE COMMITMENTS

The Company leases office and manufacturing space, under a non-cancelable       
operating lease, which expired in December 2003. The Company is currently on a  
month-to-month lease for this office space (see Note 17). Rental expense was    
approximately $260,650 and $1,249,000 for the years ended December 31, 2003 and 
2002, respectively                                                              

The Company subleased a substantial portion of this leased facility under an    
operating lease that expired February 2003. Sublease income for the year ended  
December 31, 2003 and 2002 was approximately $0.0 and $321,000, respectively.   
These amounts are reflected as a reduction of rent expense on the consolidated  
statement of                                                                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

operations. As a result of the reduction of sublease income in 2002 and the     
Company's ongoing cash flow problems, a balance of unpaid lease commitments     
remained at December 31, 2003 in the amount of $732,000. A settlement was       
reached in January 2004 (see note 17).                                          

LITIGATION

The Company is party to litigation or other legal proceedings that management   
considers to be a part of the ordinary course of the Company's business.        
Management believes that the outcome of such litigation or legal proceedings    
will not have a material adverse effect on the Company's consolidated financial 
position or results of operations.                                              

 EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with certain key employees   
with original terms of three years. These employees terminated their            
relationship in March, April and November of 2003. At this time under the terms 
of the agreements the company owes collectively $632,014in severance            
compensation.                                                                   

PROVISION FOR CONTRACT COSTS

Optivision's Small Business Innovation Research (SBIR) contracts are subject to 
audit by the Defense Contract Audit Association ("DCAA") with respect to claims 
made by Optivision under the SBIR contracts. As of December 31, 2003, final     
audits of the contracts have been completed and the Company has been assessed   
$161,000 including accrued interest for overcharges during the years of 1997 and
1998.                                                                           

 GUARANTEE TO FEDERAL GOVERNMENT FOR CONTRACTS ASSIGNED TO ONI

Certain government contracts were assigned to ONI (a former division of         
Optivision) as part of a spin-off during 1998. After the government has approved
the assignment of contracts to ONI, Optivision, as transferor, remains a        
guarantor of the successful completion of the contracts by ONI. As of April 30, 
1998, the total contract value of contracts assigned to ONI, which were subject 
to guarantee by the Company, was $7,047,000. As of December 31, 2003, the       
Company has not determined which, if any, of these contracts have been closed   
and, as a result, what the amount of the liability exposure is. However, due to 
the passage of time the Company estimates that there will be no liability       
arising from the guarantee.                                                     

Customer service contract liability:                                            

The Company has service contracts with a total outstanding liability of         
approximately $180K as of February 2004. The Company expects that a buyer of the
intellectual property, should we be able to consummate a sale, will assume this 
liability given that these customers are vital to the continuation of this      
business. In the mean time, the Company is not providing technical support or   
other types of services under the service contracts.                            

 PRODUCT DEVELOPMENT CONTRACT:

Associated with the discontinuance of the streaming video operations is the     
halting of the Company's new product development under a contract with Creekside
Communications Inc. of San Diego, CA. There is a contractual commitment to      
purchase 800 encoders at $1,650 each and 1,200 decoders at a to be determined   
price. The purchase of these                                                    

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FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

units is subject to Creekside completing the development of such products. At   
this time, these products have not been completed. Assuming that Creekside      
finishes development of the products, the Company is not sure whether it will be
able to meet this obligation at this time since it has discontinued operations  
and sales. The Company is currently seeking a buyer for these operations and    
expects that the buyer will purchase encoders and decoders from Creekside, as   
there is no other source. The Company has accrued approximately $25,000 for     
certain expenses that were not reimbursed to Creekside as of December 31, 2003. 

NOTE 11 - INCOME TAXES                                                          

Deferred income taxes reflect the net tax effects of temporary differences      
between the carrying amounts of assets and liabilities for financial statement  
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of December 31, 2003 are as
follows:                                                                        

Deferred tax assets:                                                            
Federal net operating loss            $   12,840,000                      
State net operating loss                   2,524,000                      
Tax credits                                  185,000                      
Other                                         14,000                      
                --------------
Total deferred tax assets                 15,563,000                      

Less valuation allowance                 (15,563,000)                     
                --------------

                $            -
                ==============

The increase in the valuation allowance for the years ended December 31, 2003   
and 2002 was $3,937,000 and $3,572,000, respectively. This is as a result of the
increase in net deferred tax assets, primarily net operating loss carry forwards
(NOL's). Because the Company's management has determined that it is highly      
unlikely that the net deferred tax assets will be realized, the Company has     
recorded a 100 percent valuation allowance against the net deferred tax assets. 

Net operating loss carry forwards at December 31, 2003 were approximately       
$37,800,000 for federal and state income tax purposes. The net operating loss   
carry forwards expire on various dates through the year 2018. The Internal      
Revenue Code contains provisions which may limit the net operating loss carry   
forwards to be used in any given year upon the occurrence of certain events,    
including a significant change in ownership interest. The Company believes      
sufficient uncertainty exists regarding the reliability of the net operating    
loss carry forwards and other timing difference at December 31, 2003.           
Accordingly, a valuation allowance has been provided for the entire amount      
related thereto.                                                                

The provision for income taxes are as follows:                                  

The reconciliation of the effective income tax rate to the federal statutory    
rate for the years ended December 31, 2003 and 2002 is as follows:              

                  2003          2002
                  ------------  ------------
Federal income tax rate                  (34.0%)       (34.0%)                  
State tax, net of federal benefit         (6.0%)        (6.0%)                  
Increase in valuation allowance           40.0%         40.0%                   
                  ------------  ------------
Effective income tax rate                  0.0%          0.0%                   
                  ============  ============

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

The income tax expense for the years ended December 31, 2003 and 2002 reflect   
the minimum California state franchise tax.                                     

NOTE 12 - EMPLOYEE BENEFITS                                                     

The Company adopted Optivision's profit sharing and 401(k) plan (the "Plan")    
upon consummation of the business combination with Optivision. Under the profit 
sharing portion of the Plan, the Company, at the discretion of the Board of     
Directors, may contribute 5% to those employees meeting minimum age and length  
of service requirements. The Company recognizes expenses as paid. The Company   
made no matching contributions during the years ended December 31, 2003 and     
2002.                                                                           

Employees may make pre-tax contributions in amounts from 2% to 15% of           
compensation up to a pre-determined limit each year.                            

NOTE 13 - SALES BY REGION                                                       

The Company's sales by geographic regions are as follows for the years ended    
December 31, 2003 and 2002:                                                     

2003           2002     
------------  ------------      
United States           $  1,180,058  $  1,539,964                              
Hong Kong                          0        10,443                              
Canada                        47,119       284,476                              
Germany                       54,960       223,015                              
Other                        232,411       182,237                              
------------  ------------      
$  1,514,548  $  2,240,135      
============  ============      

NOTE 14 - GAIN ON EXTINGUISHMENT OF ACCOUNT PAYABLE                             

In 2002, the Company successfully negotiated a work-out agreement plan with the 
creditors of Optivision under which the Company will pay the creditors of       
Optivision approximately $0.35 for every $1.00 owed on debt listed on the       
balance sheet as accounts payable-moratorium. In accordance with the workout    
agreement, the debt was settled in full in June 2002 and a gain of $1,115,787   
was recorded for the portion of the debt forgiven.                              

NOTE 15 - RESTRUCTURING OF BUSINESS                                             

On January 28, 2004 the Company announced a complete corporate restructuring and
the cessation of its networked streaming video operations. Accordingly, assets  
related to the video operations have been written down to salvage value.        
Inventories and property and equipment have been written down to $46,000 (see   
Note 3) and zero (see Note 4) respectively, at December 31, 2003. The effect of 
these write downs due to the restructuring is summarized below. This amount is  
reflected as a loss on restructuring of business line item in the consolidated  
statement of operations.                                                        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

Inventory net of reserves        $ 796,205                                      
Net fixed assets                    96,319                                      
---------     
Total                $ 892,524                          

NOTE 16 - STOCK OPTIONS AND WARRANTS                                            

 STOCK OPTIONS

The Company has four stock option plans: the 1997 Stock Plan (the "1997 Plan"), 
the 2000 Stock Plan (the "2000 Plan"), the 2002 Stock Plan (the "2002 Plan") and
the 2003 Stock Plan (the "2003 Plan") (collectively, the "Plans"). The 1997 Plan
has 394,067 remaining shares available for issuance. The 2000 Plan has 513,303  
remaining shares available for issuance. The 2002 Plan has 378,167 remaining    
shares available for issuance. The 2003 Plan has 9,320,000 remaining shares     
available for issuance. The Plans specify that the exercise price of Incentive  
stock options (ISOs) will not be less than 100% (110% for 10% stockholder) of   
fair market value on the date of grant and that the exercise price of           
Nonstatutory stock options (NSOs) will not be less than 85% (110% for a 10%     
stockholder) of fair market value on the date of grant. Options granted under   
the Plans generally expire up to ten years from the date of grant (five years   
for a 10% stockholder) and generally vest over four years. Options granted in   
2003 were issued with terms of one and two years.                               

Stock grants during 2003 of 33,478,966 consisted of 29,590,966 under the        
employee back pay program and 3,888,000 to employees.                           

Stock option activity under the Plans is as follows:                            

 Weighted-
                Stock          Average
               Option         Exercise
               Plan            Price
              ------------      ----------

Balance, December 31, 2001         6,188,646        $  0.88                     
Granted                            8,847,000        $  0.07                     
Exercised                           (386,388)       $  0.39                     
Canceled                             (27,789)       $  1.52                     
-----------   
Balance, December 31, 2002        14,621,469        $  0.40                     

Granted                           33,478,966        $  0.03                     
Exercised                         (7,498,000)       $  0.03                     
Canceled                          (4,922,000)       $  0.84                     
------------  
Balance, December 31, 2003        35,680,435        $  0.07                     
============  

The following table summarizes information about stock options outstanding at   
December 31, 2003:                                                              

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

Options             
                             Weighted     Weighted                    Weighted
Exercise                     Average      Average                     Average 
 Price         Shares      Contractual    Exercise       Shares       Exercise
Range       Outstanding   Life in Yrs     Price      Exercisable      Price 
--------------------------------------------------------------------------------
$0 to $1     35,627,748        0.7        $ 0.06       35,627,748      $ 0.06 
$1 to $2         22,687        6.0        $ 1.10           22,687      $ 1.10 
$ 3.00          30,000        7.0        $ 3.00           30,000      $ 3.00
$ 4.00               -                                         -            
-----------                               ----------- 
            35,680,435        0.7        $ 0.06       35,680,435      $ 0.06
===========                               =========== 

WARRANTS                                                                        

The following table summarizes information about warrants outstanding at        
December 31, 2003:                                                              

Effective with the November 11, 2003 financing all warrants prices were adjusted
to three cents ($0.03). The Company has recorded a charge to earnings for this  
adjustment approximating $283,214. The fair value for the repricing was         
estimated using a Black-Scholes pricing model.                                  

                        Warrants Outstanding & Exercisable
                       ---------------------------------
                         Number       Price     Life
                      -----------     -----     ----
Warrants at December 31, 2002         3,915,466     $0.99      3.9              

Expired                              (1,350,000)    $2.75      3.3              
Issued                               22,925,000     $0.03      7.0              
Exercised                           (10,000,000)    $0.05      7.0              
                      -----------     -----      ---
Warrants at December 31, 2003        15,490,466     $0.03      5.2              
                      -----------     -----      ---

NOTE 17 - RESTATEMENT OF 2001 ACCUMULATED DEFICIT                               

The Company has restated its 2001 financial statements (as filed in 2002        
10-KSB/A) to account for the transaction with Optivision as a recapitalization  
of Optivision, rather than a purchase in accordance with APB No. 16 as had      
previously been reported.                                                       

The effects of the restatement (for presentation as the December 31, 2001       
beginning balance in the Consolidated Statement of Stockholders Deficit) is as  
follows:                                                                        

                             as previously
                                                  filed          as restated
                                               --------------    -------------
Accumulated deficit at December 31, 2001        $ (21,797,659)    $(19,666,955) 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 18 - SUBSEQUENT EVENTS                                                     

On January 29, 2004 the Company announced that it had reached a settlement with 
Alta California Associates to a reduction of the Company's liability of $732,000
to $125,000. The agreement allows the Company up to three years to repay the    
balance of $125,000, of which none has been repaid to date. The Company will not
record a reduction of the liability until th3 full $125,000 has been paid.      

In January 2004 the Company entered into negotiation to acquire Corridor        
Communications, a wireless fidelity internet service provider, Quik Internet an 
Internet Service Provider and AshCreek Wireless, all located in Salem, Oregon.  
The terms of the agreement are subject to Corridor and the Company entering into
a definitive agreement. At this time the Company cannot provide any guarantee   
that we will be able to complete the transaction, as the transaction is subject 
to extensive due diligence and the negotiation and finalizing of a definitive   
agreement.                                                                      

On February 1, 2004 the Company entered into a month-to-month lease arrangement 
for four thousand feet of office space in Irvine, California at a cost of       
$4,000.00 per month                                                             

Since December 31, 2003 approximately 104 million additional shares have been   
issued; 97 million have been issued for convertible note conversions (see Note  
6), 2 million for employee back pay and approximately 5 million for consulting  
services. The convertible notes have been converted at share prices on the date 
of conversions in accordance with the terms of each seperate convertible note.  
Any associated unamortized discount will be written off in full. Shares issued  
for employee back pay and consulting services will be recorded at their fair    
value as determined on the date of issuance.                                    

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INDEPENDENT AUDITORS' REPORT

To The Board of Directors and Stockholders of Corridor Communications           
Corporation                                                                     

We have audited the accompanying balance sheet of Corridor Communications       
Corporation (a development stage company) as of December 31, 2003, and the      
related statements of operations, stockholders' deficit and cash flows for the  
period from inception (September 16, 2003) to December 31, 2003. These financial
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audit.                                                                      

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

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Corridor Communications        
Corporation as of December 31, 2003, and the results of its operations and its  
cash flows for the period from inception (September 16, 2003) to December 31,   
2003, 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, the Company   
has incurred a net loss of $112,379 for the period from inception (September 16,
2003) to December 31, 2003, has a working capital deficit of $81,183 as of      
December 31, 2003 and has no established source of revenue. These conditions    
raise substantial doubt about the Company's ability to continue as a going      
concern. Management's plans in regard to 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/ Stonefield Josephson, Inc.                                                  
CERTIFIED PUBLIC ACCOUNTANTS                                                    

Santa Monica, California                                                        
April 14, 2004                                                                  

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEET

DECEMBER 31,
2003

ASSETS
CURRENT ASSETS                                                                  

    Cash and cash equivalents                                      $      67
                                                                   ---------
TOTAL CURRENT ASSETS                                                        67  

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,556       62,529  
                                                                   ---------
TOTAL ASSETS                                                         $  62,596  
                                                                   =========

 LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES                                                             

    Accounts payable                                               $  37,500
    Accrued salary - related party                                    43,750
                                                                   ---------
TOTAL CURRENT LIABILITIES                                               81,250  
                                                                   ---------

COMMITMENTS AND CONTINGENCIES                                               --  

STOCKHOLDERS' DEFICIT                                                           
Common stock; $0.001 par value; 10,000,000 shares                   
      authorized; 5,000,000 shares issued and outstanding              5,000
    Additional paid-in capital                                        88,725
     Deficit accumulated during development stage                    (112,379)
                                                                   ---------
TOTAL STOCKHOLDERS' DEFICIT                                            (18,654) 
                                                                   ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $  62,596  
                                                                   =========

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

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF OPERATIONS

 INCEPTION
(SEPTEMBER 16, 2003)
 TO DECEMBER

                                                            31, 2003
                                                           -----------

NET REVENUE                                                     $        --     
                                                           -----------
OPERATING EXPENSES                                                              
Research and development                                        65,015
General and administrative expenses                             47,364
                                                           -----------
TOTAL OPERATING EXPENSES                                       112,379
                                                           -----------

LOSS BEFORE PROVISION FOR INCOME TAXES                             (112,379)    

PROVISION FOR INCOME TAXES                                               --     
                                                           -----------

NET LOSS                                                        $  (112,379)    
                                                           ===========

NET LOSS PER SHARE:                                             $     (0.02)    
                                                           ===========
BASIC AND DILUTED                                                     

WEIGHTED AVERAGE SHARES OUTSTANDING:                                            
BASIC AND DILUTED                                            5,000,000
                                                           ===========

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

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT

 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

                                                        [Enlarge/Download Table]

                                                                                      DEFICIT               
                                                                                     ACCUMULATED            
                                                     COMMON STOCK        ADDITIONAL    DURING               
                                                  ---------------------   PAID-IN    DEVELOPMENT            
                                                   SHARES      AMOUNT     CAPITAL       STAGE       TOTAL   
                                                  ---------   ---------  ---------   ----------   --------- 
                                                                                                            
BALANCE, SEPTEMBER 16, 2003                              --   $      --  $      --   $       --   $      -- 

Contribution of property and equipment, valued                                                              
     at $0.017 per share on 9/16/03               1,238,646       1,239     20,171                   21,410 
Contribution of research and development, valued                                                            
    at $0.017 per share on 9/16/03                3,761,354       3,761     61,254                   65,015 
Cash contributions by stockholders                                           7,300                    7,300 
Net loss                                                                               (112,379)   (112,379)
                                                  ---------   ---------  ---------   ----------   --------- 
BALANCE, DECEMBER 31, 2003                        5,000,000       5,000  $  88,725   $ (112,379)  $ (18,654)
                                                  =========   =========  =========   ==========   ========= 

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

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF CASH FLOWS

 INCEPTION
(SEPTEMBER 16, 2003)
 TO DECEMBER
31, 2003

CASH FLOW FROM OPERATING ACTIVITIES:                                            

Net loss                                                     $(112,379) 
Adjustment to reconcile net loss to net cash                            
used in operating activities:                                       
  Depreciation and amortization expense                        2,556
  Contribution of research and development                    65,015
Increase (decrease) in:                                                 

Accrued salary                                                43,750
                                                           ---------
Net cash used in operating activities                               (1,058)     
                                                           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
Purchase of property and equipment                              (6,175) 
                                                           ---------
Net cash used in investing activities                               (6,175)     
                                                           ---------

CASH FLOW FROM FINANCING ACTIVITIES:                                            
Capital contribution of cash by stockholders                     7,300  
                                                           ---------
Net cash provided by financing activities                            7,300      
                                                           ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                               67      

CASH AND CASH EQUIVALENTS, Beginning of period                          --      
                                                           ---------

CASH AND CASH EQUIVALENTS, End of period                         $      67      
                                                           =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              
Interest paid                                                $      --  
                                                           =========
Income taxes paid                                            $      --  
                                                           =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND                               
FINANCING ACTIVITIES:                                                   
Contribution of property and equipment                       $  21,410  
                                                           =========
Property and equipment paid by accounts payable              $  37,500  
                                                           =========

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

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES                       

 ORGANIZATION AND LINE OF BUSINESS

Corridor Communications Corporation was incorporated under the laws of the State
of Oregon on September 16, 2003. The Company uses Wireless Fidelity ("WiFi")    
technology to economically provision high-speed access to users spread out      
across large geographic areas or "hot zones". Subscribers within the hot zone   
have the added benefit of "un-tethered" Internet access. Unlike cable or DSL    
services, the Company's customers can surf the web and check their email while  
in the park, local coffee shop or in the comfort of their own back yard. The    
Company is a Wireless Internet Service Provider (WISP) with a variety of        
services tailored for home and business users. The speed of the service (actual 
bandwidth to and from the computer) is comparable to most DSL and cable services
(approximately 384k to 768k).                                                   

DEVELOPMENT STAGE ENTERPRISE

The Company is a development stage enterprise as defined by the Financial       
Accounting Standards Board's ("FASB") Statement of Financial Accounting         
Standards ("SFAS") No. 7, "Accounting and Reporting by Development Stage        
Enterprises." The Company is devoting substantially all of its present efforts  
to establish a new business. All losses accumulated since inception of the      
Company have been considered as part of the Company's development stage         
activities.                                                                     

 BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with     
accounting principles generally accepted in the United States of America, which 
contemplate continuation of the Company as a going concern. The Company incurred
a net loss for the period from inception (September 16, 2003) to December 31,   
2003 of $112,379 and had a working capital deficit of $81,183 at December 31,   
2003. These conditions raise substantial doubt as to the Company's ability to   
continue as a going concern. These financial statements do not include any      
adjustments that might result from the outcome of this uncertainty. These       
financial statements do not include any adjustments relating to the             
recoverability and classification of recorded asset amounts, or amounts and     
classification of liabilities that might be necessary should the Company be     
unable to continue as a going concern.                                          

The Company plans to take the following steps that it believes will be          
sufficient to provide the Company with the ability to continue in existence. The
Company is negotiating the merger with a public company (see Note 7) that will  
be able to access the capital markets to provide adequate funding for the       
Company to fund its business plan.                                              

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make  
estimates and assumptions that affect the reported amounts of assets and        
liabilities and disclosures of contingent assets and liabilities at the date of 
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. As of December 31, 2003, the Company used estimates in   
determining the realization of its property and equipment. Actual results could 
differ from these estimates.                                                    

 FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company's financial instruments, including cash, accounts    
payable and accrued salary, the carrying amounts approximate fair value due to  
their short maturities.                                                         

 CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company defines cash          
equivalents as all highly liquid debt instruments purchased with a maturity of  
three months or less, plus all certificates of deposit.                         

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations  
of credit risk, consist of cash and accounts receivables. The Company places its
cash with high quality financial institutions and at times may exceed the FDIC  
$100,000 insurance limit. The Company will extend credit based on an evaluation 
of the customer's financial condition, generally without collateral. Exposure to
losses on receivables is principally dependent on each customer's financial     
condition. The Company will monitor its exposure for credit losses and maintains
allowances for anticipated losses, if required.                                 

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

PROPERTY AND EQUIPMENT

Property and equipment consisting of transmission equipment, computers,         
furniture and fixtures are recorded at cost, and are depreciated using the      
straight-line method over their estimated useful lives. Expenditures for        
maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or     
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations. A 
summary of the estimated useful lives is as follows:                            

Description                                       Useful Life         
-----------                                       -----------         
Transmission equipment                                   5 years                
Computers and office equipment                           3 years                
Furniture and fixtures                                   7 years                

 IMPAIRMENT OF LONG-LIVED ASSETS

SFAS No. 144 requires that long-lived assets to be disposed of by sale,         
including those of discontinued operations, be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing          
operations or in discontinued operations. SFAS No. 144 broadens the reporting of
discontinued operations to include all components of an entity with operations  
that can be distinguished from the rest of the entity and that will be          
eliminated from the ongoing operations of the entity in a disposal transaction. 
SFAS No. 144 also establishes a "primary-asset" approach to determine the cash  
flow estimation period for a group of assets and liabilities that represents the
unit of accounting for a long-lived asset to be held and used. The Company has  
no impairment issues to disclose.                                               

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

 REVENUE RECOGNITION

The Company will sell WiFi services under annual and monthly contracts. Under   
the annual contracts, the subscriber will pay a one-time fee, which will be     
recognized as revenue ratably over the life of the contract. Under the monthly  
contracts, the subscriber will be billed monthly and revenue will be recognized 
ratably over the month.                                                         

 ADVERTISING AND MARKETING COSTS

The Company expenses advertising and marketing costs as incurred. Advertising   
and marketing expense for the period from inception (September 16, 2003) to     
December 31, 2003 amounted to $0.                                               

INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109,          
"Accounting for Income Taxes." Deferred taxes are provided on the liability     
method whereby deferred tax assets are recognized for deductible temporary      
differences, and deferred tax liabilities are recognized for taxable temporary  
differences. Temporary differences are the differences between the reported     
amounts of assets and liabilities and their tax bases. Deferred tax assets are  
reduced by a valuation allowance when, in the opinion of management, it is more 
likely than not that some portion or all of the deferred tax assets will be     
realized. Deferred tax assets and liabilities are adjusted for the effects of   
changes in tax laws and rates on the date of enactment.                         

LOSS PER SHARE

The Company reports loss per share in accordance with SFAS No. 128, "Earnings   
per Share." Basic loss per share is computed by dividing loss available to      
common shareholders by the weighted average number of common shares available.  
Diluted loss per share is computed similar to basic loss per share except that  
the denominator is increased to include the number of additional common shares  
that would have been outstanding if the potential common shares had been issued 
and if the additional common shares were dilutive. There were no common         
equivalent shares issued by the Company at December 31, 2003.                   

COMPREHENSIVE LOSS

Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting        
Comprehensive Income," establishes standards for the reporting and display of   
comprehensive income and its components in the financial statements. For the    
period from inception (September 16, 2003) to December 31, 2003, the Company has
no items that represent other comprehensive income and, accordingly, has not    
included a schedule of comprehensive income in the financial statements.        

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred. The research and       
development expense in the accompanying financial statements for period from    
inception (September 16, 2003) to December 31, 2003 was all related to the      
contribution of research and development costs by the founding stockholders. The
value recorded was the founding stockholders historical cost basis. The founding
stockholder paid for these research and development costs via a non-monetary    
transaction in exchange for services, which were established at value of the    
services provided to an unrelated third party.                                  

 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of       
Variable Interest Entities" (an interpretation of Accounting Research Bulletin  
(ARB) No. 51, Consolidated Financial Statements). Interpretation 46 addresses   
consolidation by business enterprises of entities to which the usual condition  
of consolidation described in ARB-51 does not apply. The Interpretation changes 
the criteria by which one company includes another entity in its consolidated   
financial statements. The general requirement to consolidate under ARB-51 is    
based on the presumption that an enterprise's financial statement should include
all of the entities in which it has a controlling financial interest (i.e.,     
majority voting interest). Interpretation 46 requires a variable interest entity
to be consolidated by a company that does not have a majority voting interest,  
but nevertheless, is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's  
residual returns or both. A company that consolidates a variable interest entity
is called the primary beneficiary of that entity. In December 2003, the FASB    
concluded to revise certain elements of FIN 46, primarily to clarify the        
required accounting for interests in variable interest entities. FIN-46R        
replaces FIN-46, that was issued in January 2003. FIN-46R exempts certain       
entities from its requirements and provides for special effective dates for     
entities that have fully or partially applied FIN-46 as of December 24, 2003. In
certain situations, entities have the option of applying or continuing to apply 
FIN-46 for a short period of time before applying FIN-46R. In general, for all  
entities that were previously considered special purpose entities, FIN 46 should
be applied for registrants who file under Regulation SX in periods ending after 
March 31, 2004, and for registrants who file under Regulation SB, in periods    
ending after December 15, 2004. The Company does not expect the adoption to have
a material impact on the Company's financial position or results of operations. 

During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on    
Derivative Instruments and Hedging Activities", effective for contracts entered 
into or modified after September 30, 2003, except as stated below and for       
hedging relationships designated after September 30, 2003. In addition, except  
as stated below, all provisions of this Statement should be applied             
prospectively. The provisions of this Statement that relate to Statement 133    
Implementation Issues that have been effective for fiscal quarters that began   
prior to June 15, 2003, should continue to be applied in accordance with their  
respective effective dates. In addition, paragraphs 7(a) and 23(a), which relate
to forward purchases or sales of when-issued securities or other securities that
do not yet exist, should be applied to both existing contracts and new contracts
entered into after September 30, 2003. The Company does not participate in such 
transactions and is evaluating the effect of this new pronouncement, if any, and
will adopt FASB 149 within the prescribed time.                                 

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial   
Instruments with Characteristics of both Liabilities and Equity", effective for 
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective for public entities at the beginning of the first interim period   
beginning after June 15, 2003. This Statement establishes standards for how an  
issuer classifies and measures certain financial instruments with               
characteristics of both liabilities and equity. It requires that an issuer      
classify a freestanding financial instrument that is within its scope as a      
liability (or an asset in some circumstances). Many of those instruments were   
previously classified as equity. Some of the provisions of this Statement are   
consistent with the current definition of liabilities in FASB Concepts Statement
No. 6, Elements of Financial Statements. The Company is evaluating the effect of
this new pronouncement and will adopt FASB 150 within the prescribed time.      

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'           
Disclosures about Pensions and Other Postretirement Benefits" which replaces the
previously issued Statement. The revised Statement increases the existing       
disclosures for defined benefit pension plans and other defined benefit         
postretirement plans. However, it does not change the measurement or recognition
of those plans as required under SFAS No. 87, "Employers' Accounting for        
Pensions," SFAS No. 88, "Employers' Accounting for Settlements and Curtailments 
of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No.    
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."   
Specifically, the revised Statement requires companies to provide additional    
disclosures about pension plan assets, benefit obligations, cash flows, and     
benefit costs of defined benefit pension plans and other defined benefit        
postretirement plans. Also, companies are required to provide a breakdown of    
plan assets by category, such as debt, equity and real estate, and to provide   
certain expected rates of return and target allocation percentages for these    
asset categories. The Company has implemented this pronouncement and has        
concluded that the adoption has no material impact to the financial statements. 

NOTE 2 - PROPERTY AND EQUIPMENT                                                 

Property and equipment at December 31, 2003, consist of the following:          

Transmission equipment                                  $56,920                 
Computers and office equipment                            8,165                 
                                       -------
                                        65,085

Less accumulated depreciation and amortization            2,556                 
                                       -------
                                       $62,529
                                       =======

Depreciation expense for the period from inception (September 16, 2003) to      
December 31, 2003 was $2,556. For the period from inception (September 16, 2003)
to December 31, 2003 the founding stockholders contributed property and         
equipment to the Company valued at $21,410, which was the founding stockholders'
historical cost basis.                                                          

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

NOTE 3 - STOCKHOLDERS' DEFICIT                                                  

The Company's two stockholders (one of which is the Company's Chief Executive   
Officer) contributed property and equipment totaling $21,410 and research and   
development totaling $65,015 in exchange for 5,000,000 shares of the Company's  
common stock. The value attributed to the property and equipment, and the       
research and development was the historical cost basis of the contributing      
stockholders. In addition, the two stockholders also contributed an aggregate of
$7,300 in cash to fund the Company's operations during the period from inception
(September 16, 2003) to December 31, 2003. These contributions have been        
recorded as additional paid in capital.                                         

NOTE 4 - INCOME TAXES                                                           

The reconciliation of the effective income tax rate to the federal statutory    
rate for the period from inception (September 16, 2003) to December 31, 2003 is 
as follows:                                                                     

Federal income tax rate                                           (34.0%)       
State tax, net of federal benefit                                  (6.0%)       
Contributed research and development                               23.1%        
Accrued salary                                                     15.6%        
Increase in valuation allowance                                     1.3%        
                                                         -----
Effective income tax rate                                        0.0%     
                                                         =====

Deferred tax assets and liabilities reflect the net effect of temporary         
differences between the carrying amount of assets and liabilities for financial 
reporting purposes and amounts used for income tax purposes. Significant        
components of the Company's deferred tax assets and liabilities at December 31, 
2003 are as follows:                                                            

Deferred tax assets:                                                            

Net operating loss carryforward                              $  2,000     
Accrued salary                                                 17,000     
                                                          19,000
                                                        --------
Less valuation allowance                                         (19,000)       
                                                        --------
                                                        $     --
                                                        ========

At December 31, 2003, the Company has provided a valuation allowance for the    
deferred tax asset since management has not been able to determine that the     
realization of that asset is more likely than not. The net change in the        
valuation allowance for the period from inception (September 16, 2003) to       
December 31, 2003 was an increase of approximately $19,000. Net operating loss  
carry forwards of approximately $4,000 expire starting in 2018.                 

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 CORRIDOR COMMUNICATIONS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2003) TO DECEMBER 31, 2003

NOTE 5 - RELATED PARTY TRANSACTIONS                                             

Accrued salary is due to the Company's Chief Executive Officer for unpaid       
salary. As part of his salary, the Company's Chief Executive Officer will be    
providing certain office space for the Company.                                 

See Note 3 for certain related party transactions relating to stockholders'     
deficit.                                                                        

NOTE 6 - COMMITMENTS AND CONTINGENCIES                                          

 CONTRACTS

The Company has a verbal agreement to pay its Chief Executive Officer a salary  
of $12,500 per month. The verbal agreement has no defined period of time.       

NOTE 7- SUBSEQUENT EVENTS                                                       

On February 4, 2003, the Company entered into a letter of intent to be acquired 
by Corridor Communications Corp. (formerly Amnis Systems, Inc.). Corridor       
Communications Corp. will issue 7,500,000 shares of its common stock in exchange
for all the issued and outstanding shares of the Company.                       

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CORRIDOR COMMUNICATIONS CORP., A DELAWARE CORPORATION, AND
CORRIDOR COMMUNICATIONS CORPORATION, AN OREGON CORPORATION
COMBINED BALANCE SHEET
 DECEMBER 31, 2003
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                  AMNIS         CORRIDOR    ADJUSTMENTS   PRO FORMA  
                                               ------------   ------------  -----------  ----------- 
                    ASSETS                                                                           
CURRENT ASSETS                                                                                       
                                                                                                     
    Cash and cash equivalents                  $    453,434   $         67    $    --   $    453,501 
    Account receivable                               81,564             --                    81,564 
    Inventory                                        46,000             --                    46,000 
    Prepaid expenses and other current assets        68,527             --                    68,527 
                                               ------------   ------------    -------   ------------ 
TOTAL CURRENT ASSETS                                649,525             67         --        649,592 

PROPERTY AND EQUIPMENT                                   --         62,529 a   57,404        119,933 
DEBT ISSUANCE COSTS                                 158,475             --                   158,475 
                                               ------------   ------------    -------   ------------ 
TOTAL ASSETS                                   $    808,000   $     62,596    $57,404   $    928,000 
                                               ============   ============    =======   ============ 

    LIABILITIES AND STOCKHOLDERS' DEFICIT                                                            

CURRENT LIABILITIES                                                                                  
    Stockholders' notes payable                $    105,000   $         --    $         $    105,000 
    Accounts payable                              1,969,528         37,500 a  (37,500)     1,969,528 
    Accrued salaries                              1,528,537         43,750 a  (43,750)     1,528,537 
    Accrued vacation                                245,796             --                   245,796 
    Accrued interest payable                        411,699             --                   411,699 
    Convertible notes payable                       559,430             --                   559,430 
    Deferred revenue                                 95,096                                   95,096 
    Other accrued expenses                        1,390,188             --                 1,390,188 
                                               ------------   ------------    -------   ------------ 
TOTAL CURRENT LIABILITIES                         6,305,274         81,250    (81,250)     6,305,274 
                                               ------------   ------------    -------   ------------ 

DEFEREED REVENUE                                     79,151                                   79,151 
CONVERTIBLE NOTES PAYABLE                         2,012,869                                2,012,869 
                                               ------------   ------------    -------   ------------ 
TOTAL LIABILITIES                                 8,397,294         81,250    (81,250)     8,397,294 
                                               ------------   ------------    -------   ------------ 
STOCKHOLDERS' DEFICIT                                                                                
    Preferred stock                                      --                                       -- 
    Common stock                                     24,941          5,000 a   (3,800)        26,141 
    Additional paid-in capital                   30,434,583         88,725 a   30,075     30,553,383 
    Accumulated deficit                         (38,048,818)      (112,379)a  112,379    (38,048,818)
                                               ------------   ------------    -------   ------------ 
TOTAL STOCKHOLDERS' DEFICIT                      (7,589,294)       (18,654)   138,654     (7,469,294)
                                               ------------   ------------    -------   ------------ 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $    808,000   $     62,596    $57,404   $    928,000 
                                               ============   ============    =======   ============ 

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CORRIDOR COMMUNICATIONS CORP., A DELAWARE CORPORATION, AND
CORRIDOR COMMUNICATIONS CORPORATION, AN OREGON CORPORATION
COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                               AMNIS        CORRIDOR  ADJUSTMENTS    PRO FORMA   
                                                           -------------   ---------  -----------  ------------- 
                                                                                                                 
SALES                                                      $   1,514,548   $      --   $      --   $   1,514,548 

COST OF GOODS SOLD                                             1,084,067          --                   1,084,067 
                                                           -------------   ---------   ---------   ------------- 
GROSS PROFIT                                                     430,481          --          --         430,481 
                                                           -------------   ---------   ---------   ------------- 
OPERATING EXPENSES                                                                                               
    Research and development                                   1,091,393      65,015                   1,156,408 
    Sales and marketing                                          798,225      47,364                     845,589 
    General and administrative                                 3,116,345             b    21,431       3,137,776 
                                                           -------------   ---------   ---------   ------------- 
TOTAL OPERATING EXPENSES                                       5,005,963     112,379      21,431       5,139,773 
                                                           -------------   ---------   ---------   ------------- 

LOSS FROM OPERATIONS                                          (4,575,482)   (112,379)    (21,431)     (4,709,292)
                                                           -------------   ---------   ---------   ------------- 
OTHER INCOME (EXPENSE)                                                                                           
    Interest expense, net                                       (492,594)                               (492,594)
    Amortization of discount on convertible notes payable     (1,937,982)                             (1,937,982)
    Financing costs                                           (1,238,540)                             (1,238,540)
    Change in fair value of detachable warrants                 (299,831)                               (299,831)
    Loss on restructuring of business                           (892,524)                               (892,524)
    Other, net                                                    (1,036)                                 (1,036)
                                                           -------------   ---------   ---------   ------------- 
TOTAL OTHER INCOME (EXPENSE)                                  (4,862,507)         --          --      (4,862,507)
                                                           -------------   ---------   ---------   ------------- 

LOSS BEFORE PROVISION FOR INCOME TAXES                        (9,437,989)   (112,379)    (21,431)     (9,571,799)

PROVISION FOR INCOME TAXES                                            --          --          --              -- 
                                                           -------------   ---------   ---------   ------------- 
NET LOSS                                                   $  (9,437,989)  $(112,379)  $ (21,431)  $  (9,571,799)
                                                           =============   =========   =========   ============= 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED              $       (0.08)                          $       (0.07)
                                                           =============                           ============= 

WEIGHTED AVERAGE COMMON SHARES                                                                                   
    OUTSTANDING - BASIC AND DILUTED                          118,340,630                             130,340,630 
                                                           =============                           ============= 

See accompanying notes to combined pro forma financial statements               

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CORRIDOR COMMUNICATIONS CORP., A DELAWARE CORPORATION, AND
CORRIDOR COMMUNICATIONS CORPORATION, AN OREGON CORPORATION
COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                              AMNIS       CORRIDOR  ADJUSTMENTS   PRO FORMA   
                                                           ------------   --------  -----------  ------------ 
                                                                                                              
SALES                                                      $  2,240,135   $     --    $     --   $  2,240,135 
COST OF GOODS SOLD                                            1,754,942         --                  1,754,942 
                                                           ------------   --------    --------   ------------ 
GROSS PROFIT                                                    485,193         --          --        485,193 
                                                           ------------   --------    --------   ------------ 

OPERATING EXPENSES                                                                                            
    Research and development                                  1,237,607         --                  1,237,607 
    Sales and marketing                                       1,762,757         --                  1,762,757 
    General and administrative                                2,470,107           b     23,987      2,494,094 
                                                           ------------   --------    --------   ------------ 
TOTAL OPERATING EXPENSES                                      5,470,471         --      23,987      5,494,458 
                                                           ------------   --------    --------   ------------ 

LOSS FROM OPERATIONS                                         (4,985,278)        --     (23,987)    (5,009,265)
                                                           ------------   --------    --------   ------------ 

OTHER INCOME (EXPENSE)                                                                                        
    Interest expense, net                                      (485,999)                             (485,999)
    Amortization of discount on convertible notes payable    (3,858,770)                           (3,858,770)
    Financing costs                                          (2,115,073)                           (2,115,073)
    Gain on extinguishment of accounts payable                1,115,787                             1,115,787 
    Change in fair value of detachable warrants               1,055,504                             1,055,504 
    Other, net                                                  329,955                               329,955 
                                                           ------------   --------    --------   ------------ 
TOTAL OTHER INCOME (EXPENSE)                                 (3,958,596)        --          --     (3,958,596)
                                                           ------------   --------    --------   ------------ 

LOSS BEFORE PROVISION FOR INCOME TAXES                       (8,943,874)        --     (23,987)    (8,967,861)

PROVISION FOR INCOME TAXES                                           --         --          --             -- 
                                                           ------------   --------    --------   ------------ 
NET LOSS                                                   $ (8,943,874)  $     --    $(23,987)  $ (8,967,861)
                                                           ============   ========    ========   ============ 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED              $      (0.26)                         $      (0.19)
                                                           ============                          ============ 

WEIGHTED AVERAGE COMMON SHARES                                                                                
    OUTSTANDING - BASIC AND DILUTED                          34,698,065                            46,698,065 
                                                           ============                          ============ 

See accompanying notes to combined pro forma financial statements               

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CORRIDOR COMMUNICATIONS CORP., A DELAWARE CORPORATION, AND
CORRIDOR COMMUNICATIONS CORPORATION, AN OREGON CORPORATION
 NOTES TO PRO FORM COMBINED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION                                                  

On May 6, 2004, Corridor Communications Corp. ("Corridor-Delaware") purchased   
all the assets of Corridor Communications Corporation ("Corridor") for          
12,000,000 shares of Corridor-Delaware common stock. The accompanying pro forma 
combined balance sheet presents the accounts of Corridor-Delaware and Corridor  
as if the acquisition of Corridor by Corridor-Delaware occurred on December 31, 
2003. The accompanying pro forma combined statements of operations present the  
accounts of Corridor-Delaware and Corridor for the years ended December 31, 2003
and 2002 as if the acquisition occurred on January 1, 2002.                     

The following adjustments would be required if the acquisition occurred as      
indicated above:                                                                

a. To remove the stockholders' deficit and the liabilities of Corridor and to   
record the purchase price of 12,000,000 shares issued in the transaction valued 
at $0.01 per shares. The purchase price of $120,000 was allocated to the assets 
acquired resulting in an increase in the property and equipment of $57,404.     

b. To record a full year of depreciation on Corridor's property and equipment   
(including the step up in basis of the property and equipment)                  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To The Owner                                                                    
Ashcreek Wireless                                                               

We have audited the accompanying balance sheet of Ashcreek Wireless (a sole     
proprietorship) as of December 31, 2003, and the related statements of          
operations, owner's equity and cash flows for the period from inception (October
1, 2002) to December 31, 2002 and the year ended December 31, 2003. 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 the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 Ashcreek Wireless as of        
December 31, 2003, and the results of its operations and its cash flows for the 
period from inception (October 1, 2002) to December 31, 2002 and the year ended 
December 31, 2003, in conformity with accounting principles generally accepted  
in the United States of America.                                                

HJ & Associates, LLC                                                            
Certified Public Accountants                                                    
Salt Lake City, Utah                                                            
June 22, 2004                                                                   

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 ASHCREEK WIRELESS

 BALANCE SHEET

                                                                [Download Table]


                                                                     DECEMBER 31,  
                                                                         2003      
                                                                     ------------- 
   ASSETS                                                                          

                                 CURRENT ASSETS                                    
                                                                                   
    Cash and cash equivalents                                        $       3,678 
    Accounts receivable, less allowance for doubtful accounts of $0          2,105 

                                                                     ------------- 
TOTAL CURRENT ASSETS                                                         5,783 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $16,605          74,229 

                                                                     ------------- 
TOTAL ASSETS                                                         $      80,012 
                                                                     ============= 

   LIABILITIES AND OWNER'S EQUITY                                                  

CURRENT LIABILITIES                                                                
    Accounts payable                                                 $         718 
    Unearned revenue                                                         5,601 
    Customer deposits                                                       21,730 
    Advances from owner                                                     29,184 

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

TOTAL CURRENT LIABILITIES                                                   57,233 
                                                                     ------------- 

COMMITMENTS AND CONTINGENCIES                                                   -- 

OWNER'S EQUITY                                                                     
    Capital contribution                                                    55,000 
    Accumulated deficit                                                    (32,221)

                                                                     ------------- 
TOTAL OWNER'S EQUITY                                                        22,779 
                                                                     ------------- 

TOTAL LIABILITIES AND OWNER'S EQUITY                                 $      80,012 
                                                                     ============= 

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

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 ASHCREEK WIRELESS

STATEMENTS OF OPERATIONS

                               INCEPTION
                                  YEAR ENDED (OCTOBER 1, 2002)
                                DECEMBER TO DECEMBER
                                  31, 2003      31, 2002
                                   -----------  ----------------

REVENUE                                    $   52,648   $             -         

COST OF REVENUE                                45,586                 -         
                                   -----------  ----------------

GROSS PROFIT                                    7,062                 -         

OPERATING EXPENSES                             34,355             4,928         
                                   -----------  ----------------

NET LOSS                                   $  (27,293)  $        (4,928)        
                                   ===========  ================

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

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 ASHCREEK WIRELESS

STATEMENTS OF OWNER'S EQUITY

FOR THE PERIOD FROM INCEPTION (OCTOBER 1, 2002) TO DECEMBER 31, 2003

ADDITIONAL      
             PAID-IN       ACCUMULATED
                           CAPITAL         DEFICIT           TOTAL

BALANCE, OCTOBER 1, 2002       $           --  $           --   $           --  

Owner's contribution                   50,000                           50,000  

Net loss for the period ended                                                   
December 31, 2002                    (4,928)         (4,928)                

                             --------------  --------------   --------------
Balance, December 31, 2002             50,000          (4,928)          45,072  

Owner's contribution                    5,000                            5,000  

Net loss for the year ended                                                     
 December 31, 2003                                   (27,293)         (27,293)

                             --------------  --------------   --------------
BALANCE, DECEMBER 31, 2003     $       55,000  $      (32,221)  $       22,779  
                             ==============  ==============   ==============

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

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 ASHCREEK WIRELESS

 STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]


                                                                        INCEPTION     
                                                      YEAR ENDED     (OCTOBER 1, 2002)
                                                       DECEMBER        TO DECEMBER    
                                                       31, 2003         31, 2002      
                                                     -------------   ---------------- 
CASH FLOW FROM OPERATING ACTIVITIES:                                                  
                                                                                      
   Net loss                                          $     (27,293) $          (4,928)
   Adjustment to reconcile net loss to net cash                                       
    provided by (used in) operating activities:                                       
      Depreciation expense                                  16,605                 -- 
   Changes in operating assets and liabilities:                                       
    Accounts receivable                                     (2,105)                -- 
    Deposits and other current assets                       22,797            (22,797)
    Accounts payable                                        (1,483)             2,201 
    Unearned revenue                                         5,601                 -- 
    Customer deposits                                       21,730                 -- 

                                                     -------------   ---------------- 
Net cash provided by (used in) operating activities         35,852            (25,524)
                                                     -------------   ---------------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                 
   Purchase of property and equipment                      (89,999)              (835)

                                                     -------------   ---------------- 
Net cash used in investing activities                      (89,999)              (835)
                                                     -------------   ---------------- 

CASH FLOW FROM FINANCING ACTIVITIES:                                                  
   Capital contribution by owner                             5,000             50,000 
   Advances from owner                                      20,266              8,918 

                                                     -------------   ---------------- 
Net cash provided by financing activities                   25,266             58,918 
                                                     -------------   ---------------- 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       (28,881)            32,559 

CASH AND CASH EQUIVALENTS, Beginning of period              32,559                 -- 
                                                     -------------   ---------------- 

CASH AND CASH EQUIVALENTS, End of period             $       3,678   $         32,559 
                                                     =============   ================ 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                    

   Interest paid                                     $          --   $             -- 
                                                     =============   ================ 
   Income taxes paid                                 $          --   $             -- 
                                                     =============   ================ 

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

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 ASHCREEK WIRELESS
 NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION (OCTOBER 1, 2002) TO DECEMBER 31, 2002
AND THE YEAR ENDED DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES                       

 ORGANIZATION AND LINE OF BUSINESS

Ashcreek Wireless (the "Company") is a sole proprietorship that began operations
on October 1, 2002. The Company uses Wireless Fidelity ("WiFi") technology to   
economically provision high-speed access to users spread out across large       
geographic areas or "hot zones". Subscribers within the hot zone have the added 
benefit of "un-tethered" Internet access. Unlike cable or DSL services, the     
Company's customers can surf the web and check their email while in the park,   
local coffee shop or in the comfort of their own back yard. The Company is a    
Wireless Internet Service Provider (WISP) with a variety of services tailored   
for home and business users. The speed of the service (actual bandwidth to and  
from the computer) is comparable to most DSL and cable services (approximately  
384k to 768k).                                                                  

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make  
estimates and assumptions that affect the reported amounts of assets and        
liabilities and disclosures of contingent assets and liabilities at the date of 
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. As of December 31, 2003, the Company used estimates in   
determining the realization of its accounts receivable and property and         
equipment. Actual results could differ from these estimates.                    

 FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company's financial instruments, including cash, accounts    
receivable accounts payable unearned revenue, customer deposits and advances    
from owner, the carrying amounts approximate fair value due to their short      
maturities.                                                                     

 CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company defines cash          
equivalents as all highly liquid debt instruments purchased with a maturity of  
three months or less, plus all certificates of deposit.                         

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations  
of credit risk, consist of cash and accounts receivables. The Company places its
cash with high quality financial institutions and at times may exceed the FDIC  
$100,000 insurance limit. The Company will extend credit based on an evaluation 
of the customer's financial condition, generally without collateral. Exposure to
losses on receivables is principally dependent on each customer's financial     
condition. The Company will monitor its exposure for credit losses and maintains
allowances for anticipated losses, if required.                                 

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 ASHCREEK WIRELESS
 NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION (OCTOBER 1, 2002) TO DECEMBER 31, 2002
AND THE YEAR ENDED DECEMBER 31, 2003

PROPERTY AND EQUIPMENT

Property and equipment consisting of transmission equipment, computers,         
furniture and fixtures are recorded at cost, and are depreciated using the      
straight-line method over their estimated useful lives. Expenditures for        
maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or     
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations. A 
summary of the estimated useful lives is as follows:                            

Description                       Useful Life                           
-----------                       -----------                           

Equipment                             3 years                                   
Subscriber equipment                  3 years                                   

 IMPAIRMENT OF LONG-LIVED ASSETS

SFAS No. 144 requires that long-lived assets to be disposed of by sale,         
including those of discontinued operations, be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing          
operations or in discontinued operations. SFAS No. 144 broadens the reporting of
discontinued operations to include all components of an entity with operations  
that can be distinguished from the rest of the entity and that will be          
eliminated from the ongoing operations of the entity in a disposal transaction. 
SFAS No. 144 also establishes a "primary-asset" approach to determine the cash  
flow estimation period for a group of assets and liabilities that represents the
unit of accounting for a long-lived asset to be held and used. The Company has  
no impairment issues to disclose.                                               

 REVENUE RECOGNITION

The Company sells WiFi services under annual and monthly contracts. Under the   
annual contracts, the subscriber will pay a one-time fee, which will be         
recognized as revenue ratably over the life of the contract. Under the monthly  
contracts, the subscriber will be billed monthly and revenue will be recognized 
ratably over the month. The Company also charges a non-refundable, upfront set  
up fee that is recognized upon receipt.                                         

 COST OF REVENUE

Cost of revenue includes all direct cost associated with providing WiFi         
services, including upfront installation costs. In addition, the Company        
provides each subscriber certain equipment needed to receive internet access at 
their home or business. The Company retains ownership of this equipment and the 
depreciation of this equipment is included in cost of revenue.                  

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 NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION (OCTOBER 1, 2002) TO DECEMBER 31, 2002
AND THE YEAR ENDED DECEMBER 31, 2003

 ADVERTISING AND MARKETING COSTS

The Company expenses advertising and marketing costs as incurred. Advertising   
and marketing expense for the period from inception (October 1, 2002) to        
December 31, 2002 and the year ended December 31, 2003 amounted to $242 and     
$2,520, respectively.                                                           

INCOME TAXES

No provision for income taxes has been made for federal or state income taxes as
these taxes are the personal responsibility of the owner.                       

COMPREHENSIVE LOSS

Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting        
Comprehensive Income," establishes standards for the reporting and display of   
comprehensive income and its components in the financial statements. For the    
period from inception (October _, 2002) to December 31, 2002 and the year ended 
December 31, 2003, the Company has no items that represent other comprehensive  
income and, accordingly, has not included a schedule of comprehensive income in 
the financial statements.                                                       

 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of       
Variable Interest Entities" (an interpretation of Accounting Research Bulletin  
(ARB) No. 51, Consolidated Financial Statements). Interpretation 46 addresses   
consolidation by business enterprises of entities to which the usual condition  
of consolidation described in ARB-51 does not apply. The Interpretation changes 
the criteria by which one company includes another entity in its consolidated   
financial statements. The general requirement to consolidate under ARB-51 is    
based on the presumption that an enterprise's financial statement should include
all of the entities in which it has a controlling financial interest (i.e.,     
majority voting interest). Interpretation 46 requires a variable interest entity
to be consolidated by a company that does not have a majority voting interest,  
but nevertheless, is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's  
residual returns or both. A company that consolidates a variable interest entity
is called the primary beneficiary of that entity. In December 2003, the FASB    
concluded to revise certain elements of FIN 46, primarily to clarify the        
required accounting for interests in variable interest entities. FIN-46R        
replaces FIN-46, that was issued in January 2003. FIN-46R exempts certain       
entities from its requirements and provides for special effective dates for     
entities that have fully or partially applied FIN-46 as of December 24, 2003. In
certain situations, entities have the option of applying or continuing to apply 
FIN-46 for a short period of time before applying FIN-46R. In general, for all  
entities that were previously considered special purpose entities, FIN 46 should
be applied for registrants who file under Regulation SX in periods ending after 
March 31, 2004, and for registrants who file under Regulation SB, in periods    
ending after December 15, 2004. The Company does not expect the adoption to have
a material impact on the Company's financial position or results of operations. 

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 ASHCREEK WIRELESS
 NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION (OCTOBER 1, 2002) TO DECEMBER 31, 2002
AND THE YEAR ENDED DECEMBER 31, 2003

During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on    
Derivative Instruments and Hedging Activities", effective for contracts entered 
into or modified after September 30, 2003, except as stated below and for       
hedging relationships designated after September 30, 2003. In addition, except  
as stated below, all provisions of this Statement should be applied             
prospectively. The provisions of this Statement that relate to Statement 133    
Implementation Issues that have been effective for fiscal quarters that began   
prior to June 15, 2003, should continue to be applied in accordance with their  
respective effective dates. In addition, paragraphs 7(a) and 23(a), which relate
to forward purchases or sales of when-issued securities or other securities that
do not yet exist, should be applied to both existing contracts and new contracts
entered into after September 30, 2003. The Company does not participate in such 
transactions and is evaluating the effect of this new pronouncement, if any, and
will adopt FASB 149 within the prescribed time.                                 

During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial   
Instruments with Characteristics of both Liabilities and Equity", effective for 
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective for public entities at the beginning of the first interim period   
beginning after June 15, 2003. This Statement establishes standards for how an  
issuer classifies and measures certain financial instruments with               
characteristics of both liabilities and equity. It requires that an issuer      
classify a freestanding financial instrument that is within its scope as a      
liability (or an asset in some circumstances). Many of those instruments were   
previously classified as equity. Some of the provisions of this Statement are   
consistent with the current definition of liabilities in FASB Concepts Statement
No. 6, Elements of Financial Statements. The Company is evaluating the effect of
this new pronouncement and will adopt FASB 150 within the prescribed time.      

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'           
Disclosures about Pensions and Other Postretirement Benefits" which replaces the
previously issued Statement. The revised Statement increases the existing       
disclosures for defined benefit pension plans and other defined benefit         
postretirement plans. However, it does not change the measurement or recognition
of those plans as required under SFAS No. 87, "Employers' Accounting for        
Pensions," SFAS No. 88, "Employers' Accounting for Settlements and Curtailments 
of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No.    
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."   
Specifically, the revised Statement requires companies to provide additional    
disclosures about pension plan assets, benefit obligations, cash flows, and     
benefit costs of defined benefit pension plans and other defined benefit        
postretirement plans. Also, companies are required to provide a breakdown of    
plan assets by category, such as debt, equity and real estate, and to provide   
certain expected rates of return and target allocation percentages for these    
asset categories. The Company has implemented this pronouncement and has        
concluded that the adoption has no material impact to the financial statements. 

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 ASHCREEK WIRELESS
 NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION (OCTOBER 1, 2002) TO DECEMBER 31, 2002
AND THE YEAR ENDED DECEMBER 31, 2003

NOTE 2 - PROPERTY AND EQUIPMENT                                                 

Property and equipment at December 31, 2003, consist of the following:          

Equipment                                       $    23,765                     
Subscriber equipment                                 67,069                     
                           -----------
90,834
Less accumulated depreciation and amortization       16,605                     
                           -----------
                           $    74,229

Depreciation expense for the period from inception (October 1, 2002) to December
31, 2002 and the year ended December 31, 2003 was $0 and $16,605, respectively. 

NOTE 3 - ADVANCES FROM OWNER                                                    

The owner of the Company's periodically advances money to the Company for       
working capital. These advances are non-interest bearing and are payable upon   
demand.                                                                         

NOTE 4 - LONG-TERM SERVICE AGREEMENT OBLIGATIONS                                

To secure access to facilities for housing control equipment in buildings and on
towers, the Company has signed lease agreements with a various businesses and   
individuals allowing the Company to occupy part of the tower or building to     
locate its transmission equipment. The aggregate amount of required future      
payments at December 31, 2003 is as follows:                                    

2004                                            $    16,200                     
2005                                                  8,910                     
2006                                                  8,745                     
2007                                                  4,500                     
2008                                                     --                     
                           -----------
                           $    38,355

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 ASHCREEK WIRELESS

BALANCE SHEET - MARCH 31, 2004

                                                                     MARCH 31,
                                                                    2004
                                                                    --------
                                                                     (unaudited)
ASSETS                                                              

CURRENT ASSETS                                                                  
     Cash and cash equivalents                                        $  8,616
     Accounts receivable, less allowance for doubtful accounts of $0     3,828
                                                                      --------
TOTAL CURRENT ASSETS                                                     12,444 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $24,277       76,666 
                                                                      --------
TOTAL ASSETS                                                           $ 89,110 
                                                                      ========

LIABILITIES AND OWNER'S EQUITY                            

CURRENT LIABILITIES                                                             
     Note payable                                                     $ 60,000
     Accounts payable                                                      329
     Unearned revenue                                                    7,006
     Customer deposits                                                  21,280
     Advances from owner                                                 4,474
                                                                      --------

TOTAL CURRENT LIABILITIES                                                93,089 
                                                                      --------

COMMITMENTS AND CONTINGENCIES                                                -- 

OWNER'S EQUITY                                                                  
     Capital contribution                                               25,000
      Accumulated deficit                                               (28,979)
                                                                      --------
TOTAL OWNER'S EQUITY                                                     (3,979)
                                                                      --------

TOTAL LIABILITIES AND OWNER'S EQUITY                                   $ 89,110 
                                                                      ========

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

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 ASHCREEK WIRELESS

STATEMENTS OF OPERATIONS

 FOR THE THREE MONTHS ENDED MARCH 31, 2004

                                                               -------
                                                                 (unaudited)

REVENUE                                                             $26,268     

COST OF REVENUE                                                       5,749     
                                                               -------

GROSS PROFIT                                                         20,519     

OPERATING EXPENSES                                                   17,277     
                                                               -------

NET LOSS                                                            $ 3,242     
                                                               =======

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

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 ASHCREEK WIRELESS
 STATEMENT OF CASH FLOWS

 Three
Months Ended
 MARCH
31, 2004
 (unaudited)

CASH FLOW FROM OPERATING ACTIVITIES:                                            

 Net income                                                       $  3,242
Adjustment to reconcile net income to net cash                          
provided by operating activities:                                   
Depreciation expense 7,672 Changes in operating                 
assets and liabilities:                                         
    Accounts receivable                                              (1,723)
    Accounts payable                                                   (389)
   Unearned revenue                                                  1,405
    Customer deposits                                                  (450)
                                                                  --------
Net cash provided by operating activities                               9,757   
                                                                  --------

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
  Purchase of property and equipment                                (10,109)
                                                                  --------
Net cash used in investing activities                                 (10,109)  
                                                                  --------

CASH FLOW FROM FINANCING ACTIVITIES:                                            
 Proceeds from note payable                                         60,000
  Distribution of capital to owner                                  (30,000)
  Repayment of advances to owner                                    (24,710)
                                                                  --------
Net cash provided by financing activities                               5,290   
                                                                  --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                               4,938   

CASH AND CASH EQUIVALENTS, Beginning of period                          3,678   
                                                                  --------

CASH AND CASH EQUIVALENTS, End of period                             $  8,616   
                                                                  ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              

 Interest paid                                                    $     --
                                                                  ========
 Income taxes paid                                                $     --
                                                                  ========

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

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 ASHCREEK WIRELESS

 NOTES TO FINANCIAL STATEMENTS

 FOR THE THREE MONTHS ENDED MARCH 31, 2004

 (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION                                                  

The unaudited financial statements have been prepared by Ashcreek Wireless (the 
"Company"), pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished herein reflects all adjustments           
(consisting of normal recurring accruals and adjustments) which are, in the     
opinion of management, necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally       
present in annual financial statements prepared in accordance with accounting   
principles generally accepted in the United States of America have been omitted 
pursuant to such rules and regulations. These financial statements should be    
read in conjunction with the audited financial statements and footnotes for the 
year ended December 31, 2003 included elsewhere in this Form 8-K. The results of
the three months ended March 31, 2004are not necessarily indicative of the      
results to be expected for the full year ending December 31, 2004               

NOTE 2 - PROPERTY AND EQUIPMENT                                                 

Property and equipment at March 31, 2004, consist of the following:             

Equipment                                          $   23,765                   
Subscriber equipment                                   77,178                   
                                   100,943

Less accumulated depreciation and amortization         24,277                   
                                $   76,666

Depreciation expense for the three months ended March 31, 2004 was $7,672.      

NOTE 3 - NOTE PAYABLE                                                           

On March 16, 2004, the Company issued a note payable in the amount of $60,000.  
The note bears interest at 10% per annum and is due on March 16, 2005.          

NOTE 4 - RELATED PARTY TRANSACTIONS                                             

During the three months ended March 31, 2004, the Company's owner was repaid    
advances of $24,710 and was distributed capital of $30,000.                     

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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Stockholders of                                                          
Quik Internet of the Valley, Inc.                                               

We have audited the accompanying balance sheet of Quik Internet of the Valley,  
Inc. as of December 31, 2003, and the related statements of operations, members'
interest and stockholders' deficit and cash flows for the years ended December  
31, 2003 and 2002. 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 the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 Quik Internet of the Valley,   
Inc. as of December 31, 2003, and the results of its operations and its cash    
flows for the years ended December 31, 2003 and 2002, 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 has incurred losses and has a working capital 
deficit, which raise substantial doubt about its ability to continue as a going 
concern. Management's plans in regard to 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.                                    

HJ & Associates, LLC                                                            
Salt Lake City, Utah                                                            
June 28, 2004                                                                   

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 QUIK INTERNET OF THE VALLEY, INC.

 BALANCE SHEET

DECEMBER 31,
2003
ASSETS

CURRENT ASSETS                                                                  

  Cash and cash equivalents                                      $   2,675
Accounts receivable, less                                             
   allowance for doubtful accounts of $0                            11,618
                                                                 ---------
TOTAL CURRENT ASSETS                                                   14,293   

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,362       3,024   
FRANCHISE, net of accumulated amortization of $20,797                  30,453   
                                                                 ---------

TOTAL ASSETS                                                        $  47,770   
                                                                 =========

 LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES                                                             

  Accounts payable                                               $  20,271
  Accrued expenses                                                   2,973
  Unearned revenue                                                   8,739
  Note payable - stockholder                                         7,023
                                                                 ---------

TOTAL CURRENT LIABILITIES                                              39,006   
                                                                 ---------

NOTE PAYABLE - STOCKHOLDER, net of current portion                     61,415   
                                                                 ---------
TOTAL LIABILITIES                                                     100,421   
                                                                 ---------

COMMITMENTS AND CONTINGENCIES                                              --   

STOCKHOLDERS' DEFICIT                                                           
Common stock; $0.01 par value; 100,000 shares                         
     authorized; 10,000 shares issued and outstanding                  100
   Accumulated deficit                                              (52,751)
                                                                 ---------
TOTAL STOCKHOLDERS' DEFICIT                                           (52,651)  
                                                                 ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $  47,770   
                                                                 =========

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

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 QUIK INTERNET OF THE VALLEY, INC.

 STATEMENT OF OPERATIONS

       FOR THE YEARS ENDED
      ----------------------
       DECEMBER     DECEMBER
      31, 2003      31, 2002
      ---------    ---------
REVENUE                         $ 288,008    $ 298,044                          

COST OF REVENUE                   118,632      136,095                          
      ---------    ---------

GROSS PROFIT                      169,376      161,949                          

OPERATING EXPENSES                182,619      144,568                          
      ---------    ---------

INCOME (LOSS) FROM OPERATIONS     (13,243)      17,381                          

INTEREST EXPENSE                    6,128        6,668                          
      ---------    ---------

NET INCOME (LOSS)               $ (19,371)   $  10,713                          
      =========    =========

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

 QUIK INTERNET OF THE VALLEY, INC.

STATEMENT OF MEMBERS' INTEREST AND STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2003

                                                        [Enlarge/Download Table]


                                                             COMMON STOCK                           
                                              MEMBERS'   --------------------  ACCUMULATED          
                                              INTEREST    SHARES      AMOUNT   DEFICIT       TOTAL  
                                              --------   --------    --------  --------    -------- 

                                                                                                    
Balance, December 31, 2001                    $(45,993)             $     --   $     --   $(45,993) 

Member contribution                              2,000                                        2,000 

Net income                                      10,713                                       10,713 
                                              --------   --------    --------  --------    -------- 
Balance, December 31, 2002                     (33,280)        --          --        --     (33,280)

Transfer of Members' Interest upon                                                                  
     conversion from an LLC to a Corporation    33,280     10,000         100   (33,380)         -- 

Net loss                                                                        (19,371)    (19,371)
                                              --------   --------    --------  --------    -------- 
Balance, December 31, 2003                    $     --     10,000    $    100  $(52,751)   $(52,651)
                                              ========   ========    ========  ========    ======== 

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

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 QUIK INTERNET OF THE VALLEY, INC.

 STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED 
 DECEMBER DECEMBER

                                                          31, 2003    31, 2002
                                                          --------    --------
CASH FLOW FROM OPERATING ACTIVITIES:                                            
  Net income (loss)                                       $(19,371)   $ 10,713
Adjustment to reconcile net income (loss) to net cash                     
provided by (used in) operating activities:                           
      Depreciation expense                                   6,730       6,545
Changes in operating assets and liabilities:                              
     Accounts receivable                                      7,308      (6,061)
    Accounts payable                                         4,119         819
    Accrued expenses                                         2,973          --
    Unearned revenue                                        (3,373)      3,204
                                                          --------    --------
Net cash provided by (used in) operating activities          (1,614)     15,220 
                                                          --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
   Purchase of property and equipment                            --      (1,723)
                                                          --------    --------
Net cash used in investing activities                            --      (1,723)
                                                          --------    --------

CASH FLOW FROM FINANCING ACTIVITIES:                                            
  Member contribution                                           --       2,000
   Payments on notes payable - related party                 (6,653)     (6,112)
                                                          --------    --------
Net cash used in financing activities                        (6,653)     (4,112)
                                                          --------    --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (8,267)      9,385 

CASH AND CASH EQUIVALENTS, Beginning of year                 10,942       1,557 
                                                          --------    --------

CASH AND CASH EQUIVALENTS, End of year                     $  2,675    $ 10,942 
                                                          ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              

  Interest paid                                           $  6,128    $  6,668
                                                          ========    ========
  Income taxes paid                                       $     --    $     --
                                                          ========    ========

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES                       

 ORGANIZATION AND LINE OF BUSINESS

Quik Internet of the Valley, Inc. (the "Company") was incorporated in the state 
of Oregon on January 10, 2003. Prior to this date the Company operated as a     
limited liability company under the name of Capital Quik Internet, LLC which was
organized on November 30, 1999. The Company is an Internet service provider in  
Salem, Oregon and Linn and Benton counties (both located in Oregon) that        
operates under a franchise agreement with Quik International, Inc., a Nevada    
corporation.                                                                    

 BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with     
accounting principles generally accepted in the United States of America, which 
contemplate continuation of the Company as a going concern. The Company has     
incurred a net loss of $19,371 for the year ended December 31, 2003 and as of   
December 31, 2003, the Company had a working capital deficiency of $24,713.     

These conditions raise substantial doubt as to the Company's ability to continue
as a going concern. These financial statements do not include any adjustments   
that might result from the outcome of this uncertainty. These financial         
statements do not include any adjustments relating to the recoverability and    
classification of recorded asset amounts, or amounts and classification of      
liabilities that might be necessary should the Company be unable to continue as 
a going concern.                                                                

Over the last year there has been a dramatic shift in internet service industry.
Customers are quickly moving to high speed broadband internet access. As a      
result the Company has seen declining revenues. The Company is addressing this  
problem by looking for a broadband option to provide its customer base. The     
pending acquisition of the Company by Corridor Communications Corporation will  
allow it to provide a broadband wireless internet option allowing the Company to
remain competitive with other internet service providers and local cable        
companies. By providing broadband wireless internet access the average monthly  
revenue per customer will increase from approximately $22.00 to over $30.00. In 
addition, the average cost per customer will drop from nearly $8.00 per customer
to $5.00 per customer. The combination of lower customer cost and higher average
invoice per customer will allow the Company to remain financially viable going  
forward.                                                                        

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make  
estimates and assumptions that affect the reported amounts of assets and        
liabilities and disclosures of contingent assets and liabilities at the date of 
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. As of December 31, 2003, the Company used estimates in   
determining the realization of its accounts receivable and property and         
equipment. Actual results could differ from these estimates.                    

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

 FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company's financial instruments, including cash, accounts    
receivable, accounts payable and unearned revenue, the carrying amounts         
approximate fair value due to their short maturities.                           

 CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company defines cash          
equivalents as all highly liquid debt instruments purchased with a maturity of  
three months or less, plus all certificates of deposit.                         

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations  
of credit risk, consist of cash and accounts receivables. The Company places its
cash with high quality financial institutions and at times may exceed the FDIC  
$100,000 insurance limit. The Company will extend credit based on an evaluation 
of the customer's financial condition, generally without collateral. Exposure to
losses on receivables is principally dependent on each customer's financial     
condition. The Company will monitor its exposure for credit losses and maintains
allowances for anticipated losses, if required.                                 

PROPERTY AND EQUIPMENT

Property and equipment consisting of transmission equipment, computers,         
furniture and fixtures are recorded at cost, and are depreciated using the      
straight-line method over their estimated useful lives. Expenditures for        
maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or     
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations. A 
summary of the estimated useful lives is as follows:                            

Description                       Useful Life                                   
-----------                       -----------                                   

Furniture and fixtures            7 years                                       
Computer equipment                5 years                                       

 FRANCHISE

The Company purchased the rights to operate the Quik Internet franchise in      
Salem, Oregon and Linn and Benton counties. The terms of the franchise agreement
is for 10 years. The Company paid an initial franchise fee of $35,000 for the   
Salem, Oregon area and $7,250 for the Linn and Benton county areas. In addition,
the Company was required to purchase certain software from the franchisor that  
has been included as part of the franchise cost. The Company is required to pay 
the franchisor a royalty of 17% of gross monthly revenue. In addition, the      
franchisor also provides administrative services to the Company for a monthly   
fee. The initial franchise fee is being amortized over the 10 year life of the  
agreement. For the years ended December 31, 2003 and 2002 amortization expense  
related to the initial franchise fee was $5,125 and $5,125, respectively.       

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

 IMPAIRMENT OF LONG-LIVED ASSETS

SFAS No. 144 requires that long-lived assets to be disposed of by sale,         
including those of discontinued operations, be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing          
operations or in discontinued operations. SFAS No. 144 broadens the reporting of
discontinued operations to include all components of an entity with operations  
that can be distinguished from the rest of the entity and that will be          
eliminated from the ongoing operations of the entity in a disposal transaction. 
SFAS No. 144 also establishes a "primary-asset" approach to determine the cash  
flow estimation period for a group of assets and liabilities that represents the
unit of accounting for a long-lived asset to be held and used. The Company has  
no impairment issues to disclose.                                               

 REVENUE RECOGNITION

The Company sells ISP services under annual and monthly contracts. Under the    
annual contracts, the subscriber pays a one-time fee, which is recognized as    
revenue ratably over the life of the contract. Under the monthly contracts, the 
subscriber is billed monthly and revenue is recognized ratably over the month.  

 ADVERTISING AND MARKETING COSTS

The Company expenses advertising and marketing costs as incurred. Advertising   
and marketing expense for the years ended December 31, 2003 and 2002 amounted to
$21,087 and $9,480, respectively.                                               

INCOME TAXES

No provision for income taxes has been made for federal or state income taxes as
the Company is taxed as an S corporation and the taxes are the personal         
responsibility of the stockholders.                                             

COMPREHENSIVE LOSS

Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting        
Comprehensive Income," establishes standards for the reporting and display of   
comprehensive income and its components in the financial statements. For the    
years ended December 31, 2003 and 2002, the Company has no items that represent 
other comprehensive income and, accordingly, has not included a schedule of     
comprehensive income in the financial statements.                               

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of       
Variable Interest Entities" (an interpretation of Accounting Research Bulletin  
(ARB) No. 51, Consolidated Financial Statements). Interpretation 46 addresses   
consolidation by business enterprises of entities to which the usual condition  
of consolidation described in ARB-51 does not apply. The Interpretation changes 
the criteria by which one company includes another entity in its consolidated   
financial statements. The general requirement to consolidate under ARB-51 is    
based on the presumption that an enterprise's financial statement should include
all of the entities in which it has a controlling financial interest (i.e.,     
majority voting interest). Interpretation 46 requires a variable interest entity
to be consolidated by a company that does not have a majority voting interest,  
but nevertheless, is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's  
residual returns or both. A company that consolidates a variable interest entity
is called the primary beneficiary of that entity. In December 2003, the FASB    
concluded to revise certain elements of FIN 46, primarily to clarify the        
required accounting for interests in variable interest entities. FIN-46R        
replaces FIN-46, that was issued in January 2003. FIN-46R exempts certain       
entities from its requirements and provides for special effective dates for     
entities that have fully or partially applied FIN-46 as of December 24, 2003. In
certain situations, entities have the option of applying or continuing to apply 
FIN-46 for a short period of time before applying FIN-46R. In general, for all  
entities that were previously considered special purpose entities, FIN 46 should
be applied for registrants who file under Regulation SX in periods ending after 
March 31, 2004, and for registrants who file under Regulation SB, in periods    
ending after December 15, 2004. The Company does not expect the adoption to have
a material impact on the Company's financial position or results of operations. 

During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on    
Derivative Instruments and Hedging Activities", effective for contracts entered 
into or modified after September 30, 2003, except as stated below and for       
hedging relationships designated after September 30, 2003. In addition, except  
as stated below, all provisions of this Statement should be applied             
prospectively. The provisions of this Statement that relate to Statement 133    
Implementation Issues that have been effective for fiscal quarters that began   
prior to June 15, 2003, should continue to be applied in accordance with their  
respective effective dates. In addition, paragraphs 7(a) and 23(a), which relate
to forward purchases or sales of when-issued securities or other securities that
do not yet exist, should be applied to both existing contracts and new contracts
entered into after September 30, 2003. The Company does not participate in such 
transactions and is evaluating the effect of this new pronouncement, if any, and
will adopt FASB 149 within the prescribed time.                                 

During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial   
Instruments with Characteristics of both Liabilities and Equity", effective for 
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective for public entities at the beginning of the first interim period   
beginning after June 15, 2003. This Statement establishes standards for how an  
issuer classifies and measures certain financial instruments with               
characteristics of both liabilities and equity. It requires that an issuer      
classify a freestanding financial instrument that is within its scope as a      
liability (or an asset in some circumstances). Many of those instruments were   
previously classified as equity. Some of the provisions of this Statement are   
consistent with the current definition of liabilities in FASB Concepts Statement
No. 6, Elements of Financial Statements. The Company is evaluating the effect of
this new pronouncement and will adopt FASB 150 within the prescribed time.      

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'           
Disclosures about Pensions and Other Postretirement Benefits" which replaces the
previously issued Statement. The revised Statement increases the existing       
disclosures for defined benefit pension plans and other defined benefit         
postretirement plans. However, it does not change the measurement or recognition
of those plans as required under SFAS No. 87, "Employers' Accounting for        
Pensions," SFAS No. 88, "Employers' Accounting for Settlements and Curtailments 
of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No.    
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."   
Specifically, the revised Statement requires companies to provide additional    
disclosures about pension plan assets, benefit obligations, cash flows, and     
benefit costs of defined benefit pension plans and other defined benefit        
postretirement plans. Also, companies are required to provide a breakdown of    
plan assets by category, such as debt, equity and real estate, and to provide   
certain expected rates of return and target allocation percentages for these    
asset categories. The Company has implemented this pronouncement and has        
concluded that the adoption has no material impact to the financial statements. 

In December 2003, the Securities and Exchange Commission ("SEC") issued Staff   
Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104 supersedes  
SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary       
purpose is to rescind accounting guidance contained in SAB 101 related to       
multiple element revenue arrangements, superseded as a result of the issuance of
EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."   
Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial       
Statements Frequently Asked Questions and Answers ("the FAQ") issued with SAB   
101 that had been codified in SEC Topic 13, Revenue Recognition. Selected       
portions of the FAQ have been incorporated into SAB 104. While the wording of   
SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue          
recognition principles of SAB 101 remain largely unchanged by the issuance of   
SAB 104, which was effective upon issuance. The adoption of SAB 104 did not     
impact the financial statements.                                                

NOTE 2 - PROPERTY AND EQUIPMENT                                                 

Property and equipment at December 31, 2003, consist of the following:          

Furniture and fixtures                           $         1,270                
Computer equipment and software                            7,116                
                                 ---------------
                                           8,386
Less accumulated depreciation and amortization             5,362                
                                 ---------------
                                 $         3,024
                                 ===============

Depreciation expense for the years ended December 31, 2003 and 2002 was $1,605  
and $1,420, respectively.                                                       

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 3 - NOTE PAYABLE - STOCKHOLDER                                             

The issued a note payable to its majority stockholder in April 2001. The note is
bears interest at 8.75% per annum and is unsecured. Principal and interest      
payments of $1,065 are due monthly with any unpaid principal and interest due in
April 2011.                                                                     

Principal payments on this note payable - stockholder are as follows:           

Year ending December 31,                                                        

2004                                 $          7,023                           
2005                                            7,662                           
2006                                            8,360                           
2007                                            9,121                           
2008                                            9,951                           
Thereafter                                     26,321                           
          ----------------

          $         68,438
          ================

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 QUIK INTERNET OF THE VALLEY, INC.
BALANCE SHEET - MARCH 31, 2004

31-Mar 2004 
 (unaudited)
ASSETS

CURRENT ASSETS                                                                  

     Cash and cash equivalents                                       $     385
Accounts receivable, less allowance for doubtful                    
     accounts of $0                                                     17,290
                                                                     ---------
TOTAL CURRENT ASSETS                                                     17,675 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,763         2,623 
FRANCHISE, net of accumulated amortization of $22,078                    29,172 
                                                                     ---------
TOTAL ASSETS                                                          $  49,470 
                                                                     =========
 LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES                                                             
     Accounts payable                                                $  22,257
     Accrued expenses                                                   10,000
     Unearned revenue                                                    8,645
     Note payable - stockholder                                          7,177
                                                                     ---------
TOTAL CURRENT LIABILITIES                                                48,079 
                                                                     ---------
NOTE PAYABLE - STOCKHOLDER, net of current portion                       60,131 
                                                                     ---------
TOTAL LIABILITIES                                                       108,210 
                                                                     ---------
COMMITMENTS AND CONTINGENCIES                                                -- 

STOCKHOLDERS' DEFICIT                                                           
Common stock; $0.01 par value; 100,000 shares                       
        authorized; 10,000 shares issued and outstanding                   100
      Accumulated deficit                                               (58,840)
                                                                     ---------
TOTAL STOCKHOLDERS' DEFICIT                                             (58,740)
                                                                     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                           $  49,470 
                                                                     =========

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

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 QUIK INTERNET OF THE VALLEY, INC.

STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED MARCH 31, 2004

                                                                     Three
                                                                    Months Ended
                                                                   March
                                                                    31, 2004
                                                                     -----------
                                                                     (unaudited)

REVENUE                                                                $ 68,152 

COST OF REVENUE                                                          27,913 
                                                                      --------
GROSS PROFIT                                                             40,239 

OPERATING EXPENSES                                                       44,262 
                                                                      --------
INCOME (LOSS) FROM OPERATIONS                                            (4,023)

INTEREST EXPENSE                                                          2,065 
                                                                      --------
NET INCOME (LOSS)                                                      $ (6,088)
                                                                      ========

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

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 QUIK INTERNET OF THE VALLEY, INC.

STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTHS ENDED MARCH 31, 2004
 Three
Months Ended
 March
31, 2004
 (unaudited)

CASH FLOW FROM OPERATING ACTIVITIES:                                            

    Net loss                                                            $(6,088)
                                                                       -------
  Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation expense 1,682 Changes in operating assets and  
liabilities:                                                            
       Accounts receivable                                               (5,672)
      Accounts payable                                                   1,985
      Accrued expenses                                                   7,027
       Unearned revenue                                                     (94)
                                                                        ------
Net cash used in operating activities                                    (1,160)
                                                                        ------
CASH FLOWS FROM INVESTING ACTIVITIES:                                           
   Purchase of property and equipment                                       --
                                                                        ------
Net cash used in investing activities                                        -- 
                                                                        ------
CASH FLOW FROM FINANCING ACTIVITIES:                                            
    Payments on notes payable - related party                            (1,130)
                                                                        ------
Net cash used in financing activities                                    (1,130)
                                                                        ------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                (2,290)

CASH AND CASH EQUIVALENTS, Beginning of period                            2,675 
                                                                        ------
CASH AND CASH EQUIVALENTS, End of period                                $   385 
                                                                       =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              
   Interest paid                                                       $ 2,065
                                                                       =======
   Income taxes paid                                                   $    --
                                                                       =======

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

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED MARCH 31, 2004
 (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION                                                  

The unaudited financial statements have been prepared by Quik Internet of the   
Valley, Inc. (the "Company"), pursuant to the rules and regulations of the      
Securities and Exchange Commission. The information furnished herein reflects   
all adjustments (consisting of normal recurring accruals and adjustments) which 
are, in the opinion of management, necessary to fairly present the operating    
results for the respective periods. Certain information and footnote disclosures
normally present in annual financial statements prepared in accordance with     
accounting principles generally accepted in the United States of America have   
been omitted pursuant to such rules and regulations. These financial statements 
should be read in conjunction with the audited financial statements and         
footnotes for the year ended December 31, 2003 included elsewhere in this Form  
8-K. The results of the three months ended March 31, 2004are not necessarily    
indicative of the results to be expected for the full year ending December 31,  
2004                                                                            

 BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with     
accounting principles generally accepted in the United States of America, which 
contemplate continuation of the Company as a going concern. The Company has     
incurred a net loss of $6,088 for the three months ended March 31, 2004 and as  
of March 31, 2004, the Company had a working capital deficiency of $30,404.     

These conditions raise substantial doubt as to the Company's ability to continue
as a going concern. These financial statements do not include any adjustments   
that might result from the outcome of this uncertainty. These financial         
statements do not include any adjustments relating to the recoverability and    
classification of recorded asset amounts, or amounts and classification of      
liabilities that might be necessary should the Company be unable to continue as 
a going concern.                                                                

Over the last year there has been a dramatic shift in internet service industry.
Customers are quickly moving to high speed broadband internet access. As a      
result the Company has seen declining revenues. The Company is addressing this  
problem by looking for a broadband option to provide its customer base. The     
pending acquisition of the Company by Corridor Communications Corporation will  
allow it to provide a broadband wireless internet option allowing the Company to
remain competitive with other internet service providers and local cable        
companies. By providing broadband wireless internet access the average monthly  
revenue per customer will increase from approximately $22.00 to over $30.00. In 
addition, the average cost per customer will drop from nearly $8.00 per customer
to $5.00 per customer. The combination of lower customer cost and higher average
invoice per customer will allow the Company to remain financially viable going  
forward.                                                                        

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 QUIK INTERNET OF THE VALLEY, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED MARCH 31, 2004
 (UNAUDITED)

NOTE 2 - PROPERTY AND EQUIPMENT                                                 

Property and equipment at December 31, 2003, consist of the following:          

    Furniture and fixtures                                $  1,270
    Computer equipment and software                          7,116
                                                          --------
                                                             8,386
    Less accumulated depreciation and amortization           5,763
                                                          --------
                                                          $  2,623
                                                          ========

Depreciation expense for the three months ended March 31, 2004 was $401.        

NOTE 3 - NOTE PAYABLE - STOCKHOLDER                                             

The issued a note payable to its majority stockholder in April 2001. The note is
bears interest at 8.75% per annum and is unsecured. Principal and interest      
payments of $1,065 are due monthly with any unpaid principal and interest due in
April 2011.                                                                     

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 CORRIDOR COMMUNICATIONS CORP.
PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 2004
 (UNAUDITED)

                                                        [Enlarge/Download Table]

                                                                                   QUIK                                       
                                                                  ASHCREEK    INTERNET OF THE                                 
                                                  REGISTRANT      WIRELESS      VALLEY, INC.     ADJUSTMENTS      PRO FORMA   
                                                  ------------   -----------   ---------------  ---------------   ----------- 
   ASSETS                                                                                                                     

                                 CURRENT ASSETS                                                                               
                                                                                                                              
    Cash and cash equivalents                    $     45,151   $     8,616    $       385     $                 $    54,152  
    Note receivable                                    60,000                               b      (60,000)                -  
    Account receivable                                102,475         3,828         17,290                           123,593  
    Inventory                                          46,000                                                         46,000  
    Prepaid expenses and other current assets          88,796                                                         88,796  
                                                  ------------   -----------   ------------     -----------       ----------- 
TOTAL CURRENT ASSETS                                  342,422        12,444         17,675         (60,000)          312,541  

PROPERTY AND EQUIPMENT                                      -                        2,623                             2,623  
FRANCHISE                                                                           29,172                            29,172  
INTANGIBLE ASSETS                                                                           a      166,228           166,228  
DEBT ISSUANCE COSTS                                    96,678        76,666                                          173,344  
                                                  ------------   -----------   ------------     -----------       ----------- 
TOTAL ASSETS                                      $    439,100   $    89,110   $     49,470     $   106,228       $   683,908 
                                                  ============   ===========   ============     ===========       =========== 

   LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                      

CURRENT LIABILITIES                                                                                                           
    Secured promissory note                      $    300,000   $    60,000    $            b $    (60,000)      $   300,000  
    Stockholders' notes payable                       105,000         4,474         67,308  a       45,526           222,308  
    Accounts payable                                1,970,991           329         22,257  a      (22,586)        1,970,991  
    Accrued salaries                                1,597,036                       10,000  a      (10,000)        1,597,036  
    Accrued vacation                                  227,076                                                        227,076  
    Accrued interest payable                          505,745                                                        505,745  
    Convertible notes payable                       1,165,151                                                      1,165,151  
    Deferred revenue                                   97,206         7,006          8,645  a      (15,651)           97,206  
    Other accrued expenses                          1,108,013        21,280                 a      (21,280)        1,108,013  
                                                  ------------   -----------   ------------     -----------       ----------- 
TOTAL CURRENT LIABILITIES                           7,076,218        93,089        108,210         (83,991)        7,193,526  
                                                  ------------   -----------   ------------     -----------       ----------- 

DEFEREED REVENUE                                       79,151                                                         79,151  
CONVERTIBLE NOTES PAYABLE                           1,348,377                                                      1,348,377  
                                                  ------------   -----------   ------------     -----------       ----------- 
TOTAL LIABILITIES                                   8,503,746        93,089        108,210         (83,991)        8,621,054  
                                                  ------------   -----------   ------------     -----------       ----------- 

STOCKHOLDERS' DEFICIT                                                                                                         
    Preferred stock                                         -                                                              -  
    Common stock                                       35,414                          100  a        1,400            36,914  
    Additional paid-in capital                     31,240,379        25,000                 a      101,000        31,366,379  
    Accumulated deficit                           (39,340,439)      (28,979)       (58,840) a       87,819        (39,340,439)
                                                  ------------   -----------   ------------     -----------       ----------- 
TOTAL STOCKHOLDERS' DEFICIT                        (8,064,646)       (3,979)       (58,740)        190,219        (7,937,146) 
                                                  ------------   -----------   ------------     -----------       ----------- 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT       $    439,100   $    89,110   $     49,470     $   106,228       $   683,908 
                                                  ============   ===========   ============     ===========       =========== 

 See accompanying notes to pro forma combined financial statements

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 CORRIDOR COMMUNICATIONS CORP.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
 FOR THE THREE MONTHS ENDED MARCH 31, 2004
 (UNAUDITED)

                                                        [Enlarge/Download Table]

                                                                                     QUIK                                         
                                                                  ASHCREEK       INTERNET OF THE                                  
                                                  REGISTRANT      WIRELESS        VALLEY, INC.       ADJUSTMENTS       PRO FORMA  
                                                 -------------  -------------   ----------------  -----------------  ------------ 

                                                                                                                                  
SALES                                           $   137,511     $     26,268    $     68,152      $                  $   231,931  

COST OF GOODS SOLD                                  125,353            5,749          27,913                             159,015  
                                                 -----------    -------------   -------------     --------------     ------------ 
GROSS PROFIT                                         12,158           20,519          40,239                  -           72,916  
                                                 -----------    -------------   -------------     --------------     ------------ 

OPERATING EXPENSES                                                                                                                
    Research and development                        141,174                                                              141,174  
    Sales and marketing                              97,438                                                               97,438  
    General and administrative                      577,559           17,277          44,262                             639,098  
                                                 -----------    -------------   -------------     --------------     ------------ 
TOTAL OPERATING EXPENSES                            816,171           17,277          44,262                  -          877,710  
                                                 -----------    -------------   -------------     --------------     ------------ 

LOSS FROM OPERATIONS                               (804,013)           3,242          (4,023)                 -         (804,794) 
                                                 -----------    -------------   -------------     --------------     ------------ 

OTHER INCOME (EXPENSE)                                                                                                            
    Interest expense, net                          (173,638)                          (2,065)                           (175,703) 
    Amortization of discount                                                                                                      
     on convertible notes payable                  (358,049)                                                            (358,049) 
    Financing costs                                  44,079                                                               44,079  
    Change in fair value of detachable warrants           -                                                                    -  
    Loss on restructuring of business                     -                                                                    -  
    Other, net                                            -                                                                    -  
                                                 -----------    -------------   -------------     --------------     ------------ 
TOTAL OTHER INCOME (EXPENSE)                       (487,608)               -          (2,065)                 -         (489,673) 
                                                 -----------    -------------   -------------     --------------     ------------ 

LOSS BEFORE PROVISION FOR INCOME TAXES           (1,291,621)           3,242          (6,088)                 -       (1,294,467) 

PROVISION FOR INCOME TAXES                                -                -               -                  -                -  
                                                 -----------    -------------   -------------     --------------     ------------ 
NET LOSS                                         $(1,291,621)    $       3,242    $     (6,088)     $           -    $ (1,294,467)
                                                 ===========    =============   =============     ==============     ============ 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED    $     (0.00)                                                        $      (0.00)
                                                 ===========                                                         ============ 

WEIGHTED AVERAGE COMMON SHARES                                                                                                    
    OUTSTANDING - BASIC AND DILUTED              299,825,317                                                         314,825,317  
                                                 ===========                                                         ============ 

See accompanying notes to pro forma combined financial statements               

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 CORRIDOR COMMUNICATIONS CORP.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
 (UNAUDITED)

                                                        [Enlarge/Download Table]

                                                                                  QUIK                                     
                                                                ASHCREEK     INTERNET OF THE                               
                                                 REGISTRANT     WIRELESS       VALLEY, INC.     ADJUSTMENTS    PRO FORMA   
                                                -----------   -------------   -------------   --------------  ------------ 

                                                                                                                           
SALES                                           $1,514,548    $     52,648    $    288,008    $               $ 1,855,204  

COST OF GOODS SOLD                               1,084,067          45,586         118,632                      1,248,285  
                                                -----------   -------------   -------------   --------------  ------------ 
GROSS PROFIT                                       430,481           7,062         169,376                -       606,919  
                                                -----------   -------------   -------------   --------------  ------------ 

OPERATING EXPENSES                                                                                                         
    Research and development                     1,091,393                                                      1,091,393  
    Sales and marketing                            798,225                                                        798,225  
    General and administrative                   3,116,345          34,355         182,619                      3,333,319  
                                                -----------   -------------   -------------   --------------  ------------ 
TOTAL OPERATING EXPENSES                         5,005,963          34,355         182,619                -     5,222,937  
                                                -----------   -------------   -------------   --------------  ------------ 

LOSS FROM OPERATIONS                            (4,575,482)        (27,293)        (13,243)               -    (4,616,018) 
                                                -----------   -------------   -------------   --------------  ------------ 

OTHER INCOME (EXPENSE)                                                                                                     
    Interest expense, net                         (492,594)                         (6,128)                      (498,722) 
    Amortization of discount                                                                                               
     on convertible notes payable               (1,937,982)                                                    (1,937,982) 
    Financing costs                             (1,238,540)                                                    (1,238,540) 
    Change in fair value of detachable warrants   (299,831)                                                      (299,831) 
    Loss on restructuring of business             (892,524)                                                      (892,524) 
    Other, net                                      (1,036)                                                        (1,036) 
                                                -----------   -------------   -------------   --------------  ------------ 
TOTAL OTHER INCOME (EXPENSE)                    (4,862,507)              -          (6,128)               -    (4,868,635) 
                                                -----------   -------------   -------------   --------------  ------------ 

LOSS BEFORE PROVISION FOR INCOME TAXES          (9,437,989)        (27,293)        (19,371)               -    (9,484,653) 

PROVISION FOR INCOME TAXES                               -               -               -                -             -  
                                                -----------   -------------   -------------   --------------  ------------ 
NET LOSS                                        $(9,437,989)  $     (27,293)  $     (19,371)  $           -   $ (9,484,653)
                                                ===========   =============   =============   ==============  ============ 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED   $     (0.08)                                                  $      (0.07)
                                                ===========                                                   ============ 

WEIGHTED AVERAGE COMMON SHARES                                                                                             
    OUTSTANDING - BASIC AND DILUTED             118,340,630                                                   133,340,630  
                                                ===========                                                   ============ 

 See accompanying notes to pro forma combined financial statements

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 CORRIDOR COMMUNICATIONS CORP.
 NOTES TO PRO FORM COMBINED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION                                                  

On June 30, 2004 Corridor Communications Corp. ("Corridor") purchased all the   
assets of Ashcreek Wireless, a sole proprietorship ("Ashcreek") for 7,5000,000  
shares of Corridor's common stock plus $60,000 in cash that was previously paid 
to Ashcreek. In addition, on June 30, 2004 Corridor purchased all the assets of 
Quik Internet of the Valley, Inc., an Oregon corporation ("Quik") for 7,5000,000
shares of Corridor's common stock plus the issuance of a $50,000 note payable to
the sellers and the assumption of a related party note payable of approximately 
$67,000. The accompanying pro forma combined balance sheet presents the accounts
of Corridor, Ashcreek and Quik as if the acquisition of Ashcreek and Quik by    
Corridor occurred on March 31, 2004. The accompanying pro forma combined        
statements of operations present the accounts of Corridor, Ashcreek and Quik for
the three months ended March 31, 2004 and the year ended December 31, 2003 as if
the acquisition occurred on January 1, 2003.                                    

The following adjustments would be required if the acquisition occurred as      
indicated above:                                                                

a. To remove the stockholders' deficit of Ashcreek and Quik and to record the   
purchase prices of 15,000,000 Corridor shares of common stock issued in the     
transaction valued at $0.0085 per shares. To remove the liabilities of Ashcreek 
and Quik and to record the issuance of a $50,000 note issued to the sellers of  
Quik. The excess purchase price of $166,228 over the fair value of the assets   
acquired has been allocated to intangible assets.                               

b. To remove the $60,000 note issued to Ashcreek prior to the acquisition.      

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   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors                                                       
Eagle West Communications, Inc.                                                 
Phoenix, Arizona                                                                

We have audited the accompanying balance sheet of Eagle West Communications,    
Inc. as of July 31, 2004 and December 31, 2003 and the related statements of    
operations, stockholders' equity and cash flows for the seven months ending July
31, 2004 and from inception on November 14, 2003 to December 31, 2003. 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      
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 Eagle West Communications, Inc.
as of July 31, 2004 and December 31, 2003 and the results of its operations and 
its cash flows for the seven months ending July 31, 2004 and from inception on  
November 14, 2003 to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.                             

HJ & Associates, LLC                                                            
Salt Lake City, Utah                                                            
August 25, 2004                                                                 

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 EAGLE WEST COMMUNICATIONS, INC.
BALANCE SHEETS

ASSETS

                                                  July 31,      December 31,
                                                2004            2003
                                                ------------   -------------

CURRENT ASSETS                                                                  

Cash                                            $        415   $          --
                                                ------------   -------------

 Total Current Assets                                    415              --
                                                ------------   -------------

PROPERTY AND EQUIPMENT, NET (Note 2)                   468,600              --  
                                                ------------   -------------

OTHER ASSETS                                                                    

Intangible - customer base (Net) (Note 1)          1,231,400              --
                                                ------------   -------------

 Total Other Assets                                1,231,400              --
                                                ------------   -------------

 TOTAL ASSETS                                   $  1,700,415   $          --
                                                ============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES                                                             

Accounts payable                                $         --   $          --    
Obligation payable (Note 3)                        1,700,000              --    
                                            ------------   -------------

Total Current Liabilities                         1,700,000              --   
                                            ------------   -------------

COMMITMENTS AND CONTINGENCIES (NOTE 6)                                          

STOCKHOLDERS' EQUITY                                                            

Common stock, $0.001 par value; 35,000,000                                      
shares authorized, 1,075,000 shares issued                                
and outstanding                                     1,075           1,075 
Subscription receivable                                   --            (500)   
Additional paid-in capital                                --              --    
Accumulated deficit                                     (660)           (575)   
                                            ------------   -------------

Total Stockholders' Equity                              415              --   
                                            ------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  1,700,415   $          --   
                                            ============   =============

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

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 EAGLE WEST COMMUNICATIONS, INC.
STATEMENTS OF OPERATIONS

                                                               From Inception on
                                                For the Seven  November 14, 2003
                                           Months Ended        through
                                                July 31,        December 31,
                                              2004              2003
                                              ------------     -------------

NET SALES                                       $         --     $          --  
                                              ------------     -------------

EXPENSES                                                                        

General and administrative                              85               575
                                              ------------     -------------

 Total Operating Expenses                               85               575
                                              ------------     -------------

LOSS FROM OPERATIONS                                     (85)             (575) 
                                              ------------     -------------

PROVISION FOR INCOME TAXES                                --                --  
                                              ------------     -------------

NET LOSS                                        $        (85)    $        (575) 
                                              ============     =============

BASIC LOSS PER SHARE                                                            

 Basic loss per share                          $      (0.00)    $       (0.00)
                                              ============     =============

BASIC WEIGHTED AVERAGE SHARES                      1,075,000         1,075,000  
                                              ============     =============

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

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 EAGLE WEST COMMUNICATIONS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

                                                        [Enlarge/Download Table]


                                   Common Stock        Additional      Stock                 
                                --------------------     Paid-in    Subscription  Accumulated
                                 Shares      Amount      Capital     Receivable    Deficit   
                                ---------  ---------  -------------  ---------    ---------  
                                                                                             
Balance, November 14, 2003             --  $      --  $          --  $      --    $      --  

Common stock issued to                                                                       
  founders                      1,075,000      1,075             --       (500)          --  

Net loss for the period                                                                      
  ended December 31, 2003              --         --             --         --         (575) 
                                ---------  ---------  -------------  ---------    ---------  

Balance, December 31, 2003      1,075,000      1,075             --       (500)        (575) 

Collection of stock receivable         --         --             --        500           --  

Net loss for the seven months                                                                
  ended July 31, 2004                  --         --             --         --          (85) 
                                ---------  ---------  -------------  ---------    ---------  

Balance, July 31, 2004          1,075,000  $   1,075  $          --  $      --    $    (660) 
                                =========  =========  =============  =========    =========  

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

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 EAGLE WEST COMMUNICATIONS, INC.
 STATEMENTS OF CASH FLOW

                                                           From Inception on
                                           For the Seven   November 14, 2003
                                       Months Ended          through
                                           July 31,         December 31,
                                        2004              2003
                                         ------------      -------------

CASH FLOWS FROM OPERATING ACTIVITIES                                            

Net loss                                   $        (85)     $        (575) 
                                         ------------      -------------
Adjustments to reconcile net loss to net                                    
cash used by operating activities:                                      

  Net Cash Used by Operating Activities            (85)              (575)
                                         ------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES                   --                 --    
                                         ------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES                                            

Proceeds from sale of common stock                  500                575  
                                         ------------      -------------

Net Cash Provided by Financing                                    
     Activities                                   500                575
                                         ------------      -------------

NET INCREASE IN CASH                                  415                 --    

CASH AT BEGINNING OF YEAR                              --                 --    
                                         ------------      -------------

CASH AT END OF YEAR                          $        415      $          --    
                                         ============      =============

SUPPLEMENTAL CASH FLOW INFORMATION                                              

CASH PAID FOR:                                                                  

Interest                                     $        --       $          --    
Income taxes                                 $        --       $          --    

NON-CASH FINANCING ACTIVITIES                                                   

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

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 EAGLE WEST COMMUNICATIONS, INC.
 Notes to the Financial Statements
 July 31, 2004 and December 31, 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES            

a. Organization                                                                 

Eagle West Communications, Inc. a Nevada corporation, was incorporated on       
November 14, 2003. The Company is in the business of providing cable television 
systems serving communities in Arizona, Nevada, and New Mexico. The Company is  
not considered to be in the development stage because of the operating assets   
acquired.                                                                       

b. Accounting Method                                                            

The Company's financial statements are prepared using the accrual method of     
accounting. The Company has elected a December 31 year-end.                     

c. Cash and Cash Equivalents                                                    

Cash equivalents include short-term, highly liquid investments with maturities  
of three months or less at the time of acquisition.                             

d. Basic Loss Per Share                                                         

The computations of basic loss per share of common stock are based on the       
weighted average number of shares outstanding during each period presented.     

                                           From Inception on
                          For the Seven    November 14, 2003
                      Months Ended         through
                           July 31,         December 31,
                         2004               2003
                        ------------      ------------

Net loss                             $        (85)     $       (575)            
                        ------------      ------------

Net loss per share attributable to                                              
common shareholders                 $      (0.00)     $      (0.00)           
                        ============      ============

Basic weighted average shares           1,075,000         1,075,000             
                        ============      ============

e. Property and Equipment                                                       

Property and equipment are stated at cost. Expenditures for small tools,        
ordinary maintenance and repairs are charged to operations as incurred. Major   
additions and improvements are capitalized. Depreciation is computed using the  
straight-line and accelerated methods as follows:                               

Machinery and equipment 5-7 years Vehicles 5 years                              

Depreciation expense for the seven months ended July 31, 2004 and for the year  
ended December 31, 2003 was $- and $-, respectively.                            

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NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

f. Estimates                                                                    

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenues and expenses      
during the reporting period. Actual results could differ from those estimates.  

g. Provision for Income Taxes                                                   

Deferred taxes are provided on a liability method whereby deferred tax assets   
are recognized for deductible temporary differences and operating loss and tax  
credit carryforwards and deferred tax liabilities are recognized for taxable    
temporary differences. Temporary differences are the differences between the    
reported amounts of assets and liabilities and their tax bases. Deferred tax    
assets are reduced by a valuation allowance when, in the opinion of management, 
it is more likely that not that some portion or all of the deferred tax assets  
will not be realized. Deferred tax assets and liabilities are adjusted for the  
effects of changes in tax laws and rates on the date of enactment.              

Net deferred tax assets consist of the following components as of July 31, 2004 
and December 31, 2003:                                                          

                                  July 31,     December 31
                                2004          2003
                                ------------  ------------

Deferred tax assets                                                             
NOL Carryover                           $        257  $        224        

Deferred tax liabilities:                            --            --           

Valuation allowance                                (257)         (224)          
                                ------------  ------------

Net deferred tax asset                     $         --  $         --           
                                ============  ============

The income tax provision differs from the amount of income tax determined by    
applying the U.S. federal income tax rate of 39% to pretax income from          
continuing operations for the years ended December 31, 2003 and 2002 due to the 
following:                                                                      

                                   July 31,    December 31
                                2004          2003
                                ------------  ------------

Book loss                                  $         33  $        224           
Valuation allowance                                 (33)         (224)          
                                ------------  ------------

                                $         --  $         --
                                ============  ============

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NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES            
(Continued)                                                                     

g. Provision for Income Taxes (Continued)                                       

At December 31, 2003, the Company had net operating loss carryforwards of       
approximately $575 that may be offset against future taxable income from the    
year 2003 through 2023. No tax benefit has been reported in the December 31,    
2003 financial statements since the potential tax benefit is offset by a        
valuation allowance of the same amount.                                         

Due to the change in ownership provisions of the Tax Reform Act of 1986, net    
operating loss carryforwards for Federal income tax reporting purposes are      
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in the future.                      

h. Intangible Assets                                                            

The Company acquired a customer base of over 6,000 current users. These users   
will continue to receive cable services provided by the Company. The right to   
this customer base has been recorded as an intangible asset in the amount of    
$1,231,400. The Company has established a three life on this base. Amortization 
of the intangible will begin on commencement of the billable services by the    
Company. Billable services commenced on August 25, 2004.                        

i. Newly Issued Accounting Pronouncements                                       

During the year ended December 31, 2003, the Company adopted the following      
accounting pronouncements:                                                      

SFAS NO. 143 -- In August 2001, the FASB issued SFAS No. 143, Accounting for    
Asset Retirement Obligations, which established a uniform methodology for       
accounting for estimated reclamation and abandonment costs. The statement was   
effective for fiscal years beginning after June 15, 2002. The adoption of SFAS  
No. 143 did not have a material effect on the financial statements of the       
Company.                                                                        

SFAS NO. 145 -- On April 30, 2002, the FASB issued FASB Statement No. 145 (SFAS 
145), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB       
Statement No. 13, and Technical Corrections." SFAS 145 rescinds both FASB       

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NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES            
(Continued)                                                                     

i. Newly Issued Accounting Pronouncements (Continued)                           

Statement No. 4 (SFAS 4), "Reporting Gains and Losses from Extinguishment of    
Debt," and the amendment to SFAS 4, FASB Statement No. 64 (SFAS 64),            
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." Through    
this rescission, SFAS 145 eliminates the requirement (in both SFAS 4 and SFAS   
64) that gains and losses from the extinguishment of debt be aggregated and, if 
material, classified as an extraordinary item, net of the related income tax    
effect. However, an entity is not prohibited from classifying such gains and    
losses as extraordinary items, so long as it meets the criteria in paragraph 20 
of Accounting Principles Board Opinion No. 30, Reporting the Results of         
Operations Reporting the Effects of Disposal of a Segment of a Business, and    
Extraordinary, Unusual and Infrequently Occurring Events and Transactions.      
Further, SFAS 145 amends paragraph 14(a) of FASB Statement No. 13, "Accounting  
for Leases", to eliminate an inconsistency between the accounting for           
sale-leaseback transactions and certain lease modifications that have economic  
effects that are similar to sale-leaseback transactions. The amendment requires 
that a lease modification (1) results in recognition of the gain or loss in the 
9 financial statements, (2) is subject to FASB Statement No. 66, "Accounting for
Sales of Real Estate," if the leased asset is real estate (including integral   
equipment), and (3) is subject (in its entirety) to the sale-leaseback rules of 
FASB Statement No. 98, "Accounting for Leases: Sale-Leaseback Transactions      
Involving Real Estate, Sales-Type Leases of Real Estate, Definition of the Lease
Term, and Initial Direct Costs of Direct Financing Leases." Generally, FAS 145  
is effective for transactions occurring after May 15, 2002. The adoption of SFAS
145 did not have a material effect on the financial statements of the Company.  

SFAS NO. 146 -- In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit
or Disposal Activities" (SFAS 146). SFAS 146 addresses significant issues       
regarding the recognition, measurement, and reporting of costs that are         
associated with exit and disposal activities, including restructuring activities
that are currently accounted for under EITF No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity       
(including Certain Costs Incurred in a Restructuring)." The scope of SFAS 146   
also includes costs related to terminating a contract that is not a capital     
lease and termination benefits that employees who are involuntarily terminated  
receive under the terms of a one-time benefit arrangement that is not an ongoing
benefit arrangement or an individual deferred-compensation contract. SFAS 146   
will be effective for exit or disposal activities that are initiated after      
December 31, 2002 and early application is encouraged. The provisions of EITF   
No. 94-3 shall continue to apply for an exit activity initiated under an exit   
plan that met the criteria of EITF No. 94-3 prior to the adoption of SFAS 146.  
The effect on adoption of SFAS 146 will change on a prospective basis the timing
of when the restructuring charges are recorded from a commitment date approach  
to when the liability is incurred. The adoption of SFAS 146 did not have a      
material effect on the financial statements of the Company.                     

SFAS NO. 147 -- In October 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 147, "Acquisitions
of Certain Financial Institutions" which is effective for acquisitions on or    
after October 1, 2002. This statement provides interpretive guidance on the     
application of the purchase                                                     

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NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES            
(Continued)                                                                     

i. Newly Issued Accounting Pronouncements (Continued)                           

method to acquisitions of financial institutions. Except for transactions       
between two or more mutual enterprises, this Statement removes acquisitions of  
financial institutions from the scope of both SFAS 72 and Interpretation 9 and  
requires that those transactions be accounted for in accordance with SFAS No.   
141, "Business Combinations" and No. 142, "Goodwill and Other Intangible        
Assets". The adoption of SFAS No. 147 did not have a material effect on the     
financial statements of the Company.                                            

SFAS NO. 148 -- In December 2002, the FASB issued SFAS No. 148, "Accounting for 
Stock Based Compensation-Transition and Disclosure-an amendment of FASB         
Statement No. 123" which is effective for financial statements issued for fiscal
years ending after December 15, 2002. This Statement amends SFAS 123, Accounting
for Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based   
employee compensation. In addition, this Statement amends the disclosure        
requirements of SFAS 123 to require prominent disclosures in both annual and    
interim financial statements about the method of accounting for stock-based     
compensation and the effect of the method used on reported results. The adoption
of SFAS No. 148 did not have a material effect on the financial statements of   
the Company.                                                                    

SFAS NO. 149 -- In April 2003, the FASB issued SFAS No. 149, "Amendment of      
Statement 133 on Derivative Instruments and Hedging Activities" which is        
effective for contracts entered into or modified after June 30, 2003 and for    
hedging relationships designated after June 30, 2003. This statement amends and 
clarifies financial accounting for derivative instruments embedded in other     
contracts (collectively referred to as derivatives) and hedging activities under
SFAS 133. The adoption of SFAS No. 149 did not have a material effect on the    
financial statements of the Company.                                            

SFAS NO. 150 -- In May 2003, the FASB issued SFAS No. 150, "Accounting for      
Certain Financial Instruments with Characteristics of both Liabilities and      
Equity" which is effective for financial instruments entered into or modified   
after May 31, 2003, and is otherwise effective at the beginning of the first    
interim period beginning after June 15, 2003. This Statement establishes        
standards for how an issuer classifies and measures in its statement of         
financial position certain financial instruments with characteristics of both   
liabilities and equity. It requires that an issuer classify a financial         
instrument that is within its scope as a liability (or an asset in some         
circumstances) because that financial instrument embodies an obligation of the  
issuer. The adoption of SFAS No. 150 did not have a material effect on the      
financial statements of the Company.                                            

FASB INTERPRETATION NO. 45 -- "Guarantor's Accounting and Disclosure            
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of   
Others - an Interpretation of FASB Statements No. 5, 57 and 107". The initial   
recognition and initial measurement provisions of this Interpretation are to be 
applied prospectively to guarantees issued or modified after December 31, 2002. 
The disclosure requirements in the Interpretation were effective for financial  
statements of interim or annual periods ending after December 15, 2002. The     
adoption of FASB Interpretation No. 45 did not have a material effect on the    
financial statements of the Company.                                            

FASB INTERPRETATION NO. 46 -- In January 2003, the FASB issued FASB             
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46     
provides guidance on the identification of entities for which control is        
achieved through means other than through voting rights, variable interest      
entities, and how to determine when and which business enterprises should       
consolidate variable interest entities. This interpretation applies immediately 
to variable interest entities created after January 31, 2003. It applies in the 
first fiscal year or interim period beginning after June 15, 2003, to variable  
interest entities in which an enterprise holds a variable interest that it      
acquired before February 1, 2003. The adoption of FIN 46 did not have a material
impact on the Company's financial statements.                                   

During the year ended December 31, 2003, the Company adopted the following      
Emerging Issues Task Force Consensuses: EITF Issue No. 00-21 "Revenue           
Arrangements with Multiple Deliverables", EITF Issue No. 01 -8 " Determining    
Whether an Arrangement Contains a Lease", EITF Issue No. 02-3 "Issues Related to
Accounting for Contracts Involved in Energy Trading and Risk Management         
Activities", EITF Issue No. 02-9 "Accounting by a Reseller for Certain          
Consideration Received from a Vendor", EITF Issue No. 02-17, "Recognition of    
Customer Relationship Intangible Assets Acquired in a Business Combination",    
EITF Issue No. 02-18 "Accounting for Subsequent Investments in an Investee after
Suspension of Equity Method Loss Recognition", EITF Issue No. 03-1, "The Meaning
of Other Than Temporary and its Application to Certain Instruments", EITF Issue 
No. 03-5, "Applicability of AICPA Statement of Position 9702, `Software Revenue 
Recognition' to Non-Software Deliverables in an Arrangement Containing More Than
Incidental Software", EITF Issue No. 03-7, "Accounting for the Settlement of the
Equity Settled Portion of a Convertible Debt Instrument That Permits or Requires
the Conversion Spread to be Settled in Stock", EITF Issue No. 03-10,            
"Application of EITF Issue No. 02-16 by Resellers to Sales Incentives Offered to
Consumers by Manufacturers.                                                     

NOTE 2 - PROPERTY AND EQUIPMENT                                                 

Property and equipment consisted of the following at July 31, 2004 and December 
31, 2003:                                                                       

                                  July 31,     December 31
                                2004          2003
                                ------------  ------------

Cable and equipment                        $    396,200  $         --           
Vehicles                                         72,400            --           
                               ------------- -------------
                                     468,600            --

Less accumulated depreciation                        --            --           
                               ------------- -------------

                                $    468,600  $         --
                                ============  ============

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NOTE 3 - OBLIGATION PAYABLE                                                     

Obligations payable at July 31, 2004 and December 31, 2003 consist of the       
following:                                                                      

The Company entered into an agreement to purchase assets from Eagle West LLC    
through a bankruptcy proceedings. Amount is due August 2004. (See Note 5) $     
1,700,000                                                                       

Less: current portion                                      (1,700,000)          
                                             -------------

Long-term portions                               $          --    
                                             =============

Maturities of debt are as follows:                                              

Year ending December 31:                                                        
2004                                              $   1,700,000     
2005                                                         --     
2006                                                         --     
2007                                                         --     
2008                                                         --     
Thereafter                                                   --     
                                            --------------

Total                                                   $   1,700,000           
                                             =============

NOTE 4 - ACQUISTION OF ASSETS                                                   

In April 2004 the Company entered into a Asset Purchase Agreement to acquire    
certain cable television systems in the southwestern United States from Eagle   
West LLC (unrelated party) which had filed a chapter 11 bankruptcy. The         
agreement called for the Company to pay $1,700,000 in cash to acquire the       
assets. The systems operate approximately 750 miles of cable plant with         
approximately 6,000 subscribers.                                                

In June 2004, the US Bankruptcy Judge approved the sale of the purchased assets 
for $1,700,000 free and clear of all claims and liens. The assets consisted of  
vehicles used to service and maintain the cable system, all of the fixed assets 
associated with these systems (e.g. strung cable, satellite dishes and the      
current subscriber users.) Upon completion of the escrow agreement the Company  
will take over the operations of the cable systems including the usage,         
subscriber billings and revenue collection. No depreciation has been recorded on
the assets until operations begin under the Company. The Company will also be   
responsible for any future payments of any existing lease commitments associated
with the above assets. In addition, the systems operate under several franchise 
agreements throughout parts of Arizona and Nevada. The Company is currently     
filing with the franchisees to transfer title to the Company and extend the     
terms.                                                                          

NOTE 5 - SUBSEQUENT EVENTS                                                      

On August 16, 2004, the Company entered into an agreement with Corridor         
Communication Corp. to sale the company for $1,700,000. The Company would then  
use these funds to fulfill its obligation on purchases of the assets of Eagle   
West LLC. (See Note 5). Subsequently, the funds were received by the Company and
funds were transferred to Eagle West, LLC.                                      

NOTE 6 - COMMITMENTS AND CONTINGENCIES                                          

The systems acquired by the Company operate under franchise agreements with     
several municipalities. Many of the franchises will begin to expire in 2005. The
Company has filed request with these municipalities to transfer the agreement in
the Company's name and extend the terms of the franchise. The Company feels     
confident that their requests will be granted.                                  

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 CORRIDOR COMMUNICATIONS CORP.
 COMBINED FINANCIAL STATEMENTS
 (UNAUDITED)

 CORRIDOR COMMUNICATIONS CORP.
PRO FORMA COMBINED BALANCE SHEET
 JUNE 30, 2004
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                   EAGLE                                      
                                                   REGISTRANT       WEST          ADJUSTMENTS     PRO FORMA   
                                                 ------------   ------------      ------------   ------------ 
   ASSETS                                                                                                     

                                 CURRENT ASSETS                                                               
                                                                                                              
    Cash and cash equivalents                    $      6,072   $        415  a,b $     41,000   $     47,487 
    Note receivable                                        --             --                                  
    Account receivable                                 18,814                                          18,814 
    Inventory                                          57,689                                          57,689 
    Prepaid expenses and other current assets          42,761                                          42,761 
    Debt issuance costs                                14,235                                          14,235 

                                                 ------------   ------------      ------------   ------------ 
TOTAL CURRENT ASSETS                                  139,571            415            41,000        180,986 

PROPERTY AND EQUIPMENT                                198,298        468,600           666,898                
FRANCHISE                                              49,000                                          49,000 
CUSTOMER LIST                                         180,729      1,231,400  b           (415)     1,411,714 
DEBT ISSUANCE COSTS                                    46,395                                          46,395 
GOODWILL                                               11,542                                          11,542 

                                                 ------------   ------------      ------------   ------------ 
TOTAL ASSETS                                     $    625,535   $  1,700,415      $     40,585   $  2,366,535 
                                                 ============   ============      ============   ============ 

          LIABILITIES AND STOCKHOLDERS' DEFICIT                                                               

CURRENT LIABILITIES                                                                                           
    Secured promissory note                      $    500,000   $             a   $   (500,000)  $         -- 
    Stockholders' notes payable                       155,000        155,000                                  
    Note payable, current portion                       7,335                                           7,335 
    Accounts payable                                2,039,160                                       2,039,160 
    Obligation payable                                     --      1,700,000  b     (1,700,000)            -- 
    Accrued salaries                                1,608,747                                       1,608,747 
    Accrued vacation                                  229,687                                         229,687 
    Accrued interest payable                          581,863                                         581,863 
    Customer deposits                                  20,350                                          20,350 
    Convertible notes payable                       2,015,327                                       2,015,327 
    Deferred revenue                                   60,496                                          60,496 
    Other accrued expenses                          1,118,450                                       1,118,450 

                                                 ------------   ------------      ------------   ------------ 
TOTAL CURRENT LIABILITIES                           8,336,415      1,700,000        (2,200,000)     7,836,415 
                                                 ------------   ------------      ------------   ------------ 

DEFEREED REVENUE                                       79,008                                          79,008 
NOTE PAYABLE                                           58,237                                          58,237 
CONVERTIBLE NOTES PAYABLE                             515,990                                         515,990 

                                                 ------------   ------------      ------------   ------------ 
TOTAL LIABILITIES                                   8,989,650      1,700,000        (2,200,000)     8,489,650 
                                                 ------------   ------------      ------------   ------------ 

STOCKHOLDERS' DEFICIT                                                                                         
    Preferred stock                                        --                 a      2,241,000      2,241,000 
    Common stock                                       58,044          1,075  b         (1,075)        58,044 
    Additional paid-in capital                     32,462,226                                      32,462,226 
    Accumulated deficit                           (40,884,385)          (660) b            660    (40,884,385)

                                                 ------------   ------------      ------------   ------------ 
TOTAL STOCKHOLDERS' DEFICIT                        (8,364,115)           415         2,240,585     (6,123,115)
                                                 ------------   ------------      ------------   ------------ 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT      $    625,535   $  1,700,415      $     40,585   $  2,366,535 
                                                 ============   ============      ============   ============ 

See accompanying notes to pro forma combined financial statements               

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 CORRIDOR COMMUNICATIONS CORP.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                      EAGLE                                   
                                                      REGISTRANT       WEST        ADJUSTMENTS    PRO FORMA   
                                                     ------------   ------------   ------------  ------------ 
                                                                                                              
SALES                                                $         --   $         --   $             $         -- 

COST OF GOODS SOLD                                             --             --                           -- 

                                                     ------------   ------------   ------------  ------------ 
GROSS PROFIT                                                   --             --             --            -- 
                                                     ------------   ------------   ------------  ------------ 

OPERATING EXPENSES                                                                                            
    General and administrative                            606,286             85        606,371               

                                                     ------------   ------------   ------------  ------------ 
TOTAL OPERATING EXPENSES                                  606,286             85             --       606,371 
                                                     ------------   ------------   ------------  ------------ 

LOSS FROM OPERATIONS                                     (606,286)           (85)            --      (606,371)
                                                     ------------   ------------   ------------  ------------ 

OTHER INCOME (EXPENSE)                                                                                        
    Interest expense, net                                (320,336)                                   (320,336)
    Amortization of discount on convertible notes                                                             
      payable                                            (680,839)                                   (680,839)
    Financing costs                                       (67,483)                                    (67,483)

                                                     ------------   ------------   ------------  ------------ 
TOTAL OTHER INCOME (EXPENSE)                           (1,068,658)            --             --    (1,068,658)
                                                     ------------   ------------   ------------  ------------ 

LOSS BEFORE PROVISION FOR INCOME TAXES AND                                                                    
    DISCONTINUED OPERATIONS                            (1,674,944)           (85)           --     (1,675,029)

PROVISION FOR INCOME TAXES                                     --             --                           -- 

                                                     ------------   ------------   ------------  ------------ 
NET LOSS FROM CONTINUING OPERATIONS                    (1,674,944)           (85)            --    (1,675,029)

DISCONTINUED OPERATIONS-                                                                                      
    Loss from operations of discontinued operations    (1,160,623)            --                   (1,160,623)

                                                     ------------   ------------   ------------  ------------ 
NET LOSS                                             $ (2,835,567)  $        (85)  $         --  $ (2,835,652)
                                                     ============   ============   ============  ============ 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED        $      (0.01)                               $      (0.01)
                                                     ============                                ============ 

WEIGHTED AVERAGE COMMON SHARES                                                                                
    OUTSTANDING - BASIC AND DILUTED                   349,584,927                                 349,584,927 
                                                     ============                                ============ 

See accompanying notes to pro forma combined financial statements               

F-99

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 CORRIDOR COMMUNICATIONS CORP.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                              EAGLE                                     
                                                             REGISTRANT        WEST         ADJUSTMENTS     PRO FORMA   
                                                           -------------   -------------   -------------  ------------- 
                                                                                                                        
SALES                                                      $          --   $          --    $         --  $          -- 

COST OF GOODS SOLD                                                    --              --                             -- 
                                                           -------------   -------------   -------------  ------------- 
GROSS PROFIT                                                          --              --              --             -- 
                                                           -------------   -------------   -------------  ------------- 

OPERATING EXPENSES                                                                                                      
    General and administrative                                 1,236,674             575                      1,237,249 
                                                           -------------   -------------   -------------  ------------- 
TOTAL OPERATING EXPENSES                                       1,236,674             575              --      1,237,249 
                                                           -------------   -------------   -------------  ------------- 

LOSS FROM OPERATIONS                                          (1,236,674)           (575)             --     (1,237,249)
                                                           -------------   -------------   -------------  ------------- 

OTHER INCOME (EXPENSE)                                                                                                  
    Interest expense, net                                       (492,594)                                      (492,594)
    Amortization of discount on convertible notes payable     (1,937,982)                                    (1,937,982)
    Financing costs                                           (1,238,540)                                    (1,238,540)
    Change in fair value of detachable warrants                 (299,831)                                      (299,831)
    Loss on restructuring of business                           (892,524)                                      (892,524)
    Other, net                                                    (1,036)                                        (1,036)
                                                           -------------   -------------   -------------  ------------- 
TOTAL OTHER INCOME (EXPENSE)                                  (4,862,507)             --              --     (4,862,507)
                                                           -------------   -------------   -------------  ------------- 

LOSS BEFORE PROVISION FOR INCOME TAXES AND                                                                              
    DISCONTINUED OPERATIONS                                   (6,099,181)           (575)             --     (6,099,756)

PROVISION FOR INCOME TAXES                                            --              --                             -- 
                                                           -------------   -------------   -------------  ------------- 
NET LOSS FROM CONTINUING OPERATIONS                           (6,099,181)           (575)             --     (6,099,756)

DISCONTINUED OPERATIONS-                                                                                                
    Loss from operations of discontinued operations           (3,338,808)             --                     (3,338,808)
                                                           -------------   -------------   -------------  ------------- 
NET LOSS                                                   $  (9,437,989)  $        (575)  $          --  $  (9,438,564)
                                                           =============   =============   =============  ============= 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED              $       (0.08)                                 $       (0.08)
                                                           =============                                  ============= 

WEIGHTED AVERAGE COMMON SHARES                                                                                          
    OUTSTANDING - BASIC AND DILUTED                          118,340,630                                    118,340,630 
                                                           =============                                  ============= 

See accompanying notes to pro forma combined financial statements               

F-100 

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 CORRIDOR COMMUNICATIONS CORP.
 NOTES TO PRO FORM COMBINED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION                                                  

On August 25, 2004, Corridor Communications Corp., a Delaware corporation (the  
"Company"), closed an Asset Purchase Agreement (the "Agreement") with Eagle West
Communications, Inc. ("Eagle West"), a Nevada company, whereby the Company      
acquired all of the assets of Eagle West for a purchase price of $1,700,000.    
Eagle West acquired the assets from Eagle West, LLC, a Kansas limited liability 
company ("Eagle LLC"), which had filed a voluntary petition for relief under    
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy 
Court for the District of Arizona on February 18, 2003. On May 12, 2004, the    
Bankruptcy Court granted Eagle LLC the authority to proceed with the sale of its
assets to Eagle West. The Company did not assume any liabilities of Eagle West. 
Eagle West, Eagle LLC and their respective affiliates are unrelated parties to  
the Company and its affiliates, and the purchase price was determined by        
arms-length negotiations. The accompanying pro forma combined balance sheet     
presents the accounts of Corridor and Eagle West as if the acquisition of the   
assets of Eagle West by Corridor occurred on June 30, 2004. The accompanying pro
forma combined statements of operations present the accounts of Corridor and    
Eagle West for the six months ended June 30, 2004 and the year ended December   
31, 2003 as if the acquisition occurred on January 1, 2003.                     

The following adjustments would be required if the acquisition occurred as      
indicated above:                                                                

a. To record the sale of 1,457 shares of the Company's Convertible Preferred    
Stock. The net proceeds to the Company were $1,741,000 after paying $309,000 in 
offering costs and commissions and repaying $500,000 in short term promissory   
notes.                                                                          

b. To record the purchase price of $1,700,000 to acquire the assets of Eagle    
West.                                                                           

F-101 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		9/17/10		37
		5/9/10		37		45
		12/28/08		35		43
		6/18/07		4		45
		6/18/05		1		44
		3/16/05		55		117
		12/31/04		54		131			NT 10-K
		12/15/04		96		125
Filed on:		10/18/04		1
		10/5/04		1		46
		8/25/04		137		151
		8/23/04		19					8-K,  8-K/A
		8/20/04		19
		8/16/04		147					10QSB
		7/31/04		50		147
		7/23/04		60					3,  8-K
		6/30/04		2		151			10QSB,  8-K
		6/28/04		118
		6/22/04		104
		6/15/04		56
		5/12/04		19		151			8-K
		5/6/04		19		103			8-K
		5/4/04		56
		4/28/04		56
		4/14/04		87
		3/31/04		49		136			10QSB,  NT 10-Q
		3/22/04		26
		3/16/04		55		117
		3/15/04		56
		3/2/04		56
		2/25/04		2		61
		2/1/04		86
		1/29/04		86
		1/28/04		66		83
		1/26/04		27
		12/31/03		2		151			10KSB,  8-K/A
		12/24/03		72		125
		12/21/03		62
		12/12/03		78		79
		11/14/03		50		142			10QSB
		11/13/03		27
		11/11/03		27		85
		10/10/03		77		79			S-8
		10/1/03		37		45
		9/30/03		96		125			10QSB
		9/29/03		79					DEF 14C
		9/16/03		48		99
		9/12/03		77
		9/5/03		15		80
		6/30/03		15		146			10QSB,  4
		6/17/03		31
		6/15/03		72		146
		5/31/03		97		146
		5/9/03		17		76
		4/28/03		25		27			3
		2/18/03		19		151
		2/4/03		99
		2/1/03		72		146
		1/31/03		72		146
		1/14/03		32
		1/10/03		122
		1/1/03		59		151
		12/31/02		7		146			10KSB,  10KSB/A,  NT 10-K
		12/15/02		71		146
		10/1/02		49		145
		9/18/02		56
		6/20/02		30
		6/18/02		76		80			8-K
		6/17/02		30
		6/15/02		144
		5/15/02		145					10QSB
		4/30/02		144					4
		1/15/02		26
		1/14/02		32		75			8-K
		1/3/02		74
		1/1/02		103
		12/31/01		25		120			10KSB,  10KSB/A
		12/28/01		74		79			8-K
		4/16/01		19		66			8-K,  8-K/A
		11/30/99		122
		7/29/98		19		66
		4/30/98		81
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