UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended ~~December~~ December 31, ~~2010~~2011

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~or

~~For~~o ~~the~~TRANSITION ~~transition~~REPORT ~~period~~UNDER ~~from~~SECTION ~~___to___~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~File~~the ~~Number:~~transition ~~333-146478~~period from to

~~Waxess~~Commission ~~Holdings,~~file ~~Inc.~~number: 333-146478

~~(Exact~~AirTouch ~~name~~Communications, ~~of registrant as specified in its charter)~~Inc.

Delaware	20-8820679
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

(Name of registrant as specified in its charter)

1401 Dove Street, Suite 220, Newport Beach, CA	92660
Delaware		20-8820679
(Address of principal executive offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

949-825-6570
(Registrant's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
Title of each class registered:	Name of each exchange on which registered:
None	None

1401 Dove Street, Suite 330

~~Securities~~Newport ~~registered~~Beach, ~~under~~CA ~~Section 12(g) of the Act: Title of each class registered: None~~92660

~~Indicate~~(Address ~~by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405~~ of ~~the~~principal ~~Securities~~executive ~~Act. o Yes oNo~~offices)

~~Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15~~(d949) ~~of the Act. o Yes oNo~~825-6570

~~Indicate by check mark whether the registrant~~ (1)Registrant’s ~~has~~telephone filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)number, ~~and~~including ~~(2)~~area ~~has been subject to such filing requirements for the past 90 days. x Yes o No~~code)

~~Indicate~~Securities ~~by check mark if disclosure of delinquent filers pursuant~~ to ~~Item 405 of Regulation S-K is not contained herein, and will not~~ be ~~contained,~~registered tounder ~~the best~~ Section 12(b) of ~~registrant’s~~the ~~knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x~~Act:

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.None

~~Large~~Securities ~~accelerated~~to ~~filer~~be oregistered ~~Accelerated~~under ~~filer o Non-accelerated filer o~~ Section 12(~~Do not check if a smaller reporting company~~g) of ~~Smaller~~the ~~reporting company x~~Act:

The aggregate market value of the registrant's shares of common stock held by non-affiliates of the registrant on June 30, 2009, based on $0.08 per share, the last price at which the common equity was sold by the registrant as of that date, was $37,450.None

AsIndicate ofby ~~March~~check ~~22,~~mark ~~2011,~~if ~~there~~the ~~were~~registrant ~~8,583,333~~is ~~shares~~a ofwell-known ~~the~~seasoned issuer's, ~~$.001~~as ~~par~~defined ~~value~~in ~~common~~Rule 405 ~~stock~~of ~~issued~~the ~~and~~Securities ~~outstanding~~Act.

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes o No x

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

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o No x

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $113,365.

State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 19,828,745 shares as of March 21, 2012.

~~FORWARD-LOOKING~~TABLE ~~STATEMENTS~~OF CONTENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1 “Risk Factors” and elsewhere in this report. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities	21
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	51

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	52
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56
Item 13.	Certain Relationships and Related Transactions and Director Independence	58
Item 14.	Principal Accountant Fees and Services	58

	PART IV
Item 15.	Exhibits and Financial Statement Schedules	59

Signatures		60

PART I

Item 1. Description of Business.

Our Background. We were incorporated under the laws of the State of Delaware on April 2, 2007, as International Vineyard, Inc. On February 3, 2011, we filed an Amended and Restated Certificate of Incorporation in order to, among other things, change our name from “International Vineyard, Inc.” to “Waxess Holdings, Inc.” (the “Company”), and to increase our authorized capital stock from 55,000,000 shares to 125,000,000 shares, which shall be divided into two classes as follows: 100,000,000 shares of Common Stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $0.001 per share. Additionally, we amended and restated our bylaws to, among other things, increase the maximum number of directors to be appointed to our board.

Our Business. We were formed for the purpose of developing a wholesale and distribution business that specializes in providing French and California sourced wines to the Chinese market (the “Former Business”). On February 4, 2011, we entered into an Agreement of Merger and Plan of Reorganization (“Merger Agreement”), pursuant to which we merged (the “Merger”) with Waxess USA, a California corporation, a technology firm engaged in the phone terminals, cellular and data services business. As a result of the Merger, Waxess USA became our wholly-owned subsidiary and we succeeded to the business of Waxess USA as our sole line of business. We have since discontinued our Former Business and, in connection with the Merger, our management changed.

In February 2011, Robert DeMate resigned as our sole officer and director and simultaneously with the Merger a new board of directors and new officers were appointed. The new board of directors consists of Hideyuki Kanakubo, Larry Paulson, Dr. James Canton and J. Steven Roush. The new officers consist of Hideyuki Kanakubo, our President and Chief Executive Officer and Jerome Kaiser, our Chief Financial Officer and Secretary.

This Annual Report on Form 10-K provides the certain disclosures required as of December 31, 2010, the end of the period of this Report, which reflect the Former Business. To the extent that other disclosures in this Report require more recent information, we have provided that information as set forth in this Report and in compliance with Regulation S-K. For detailed information on Waxess USA and our current business, please refer to our Current Report on Form 8-K which was filed on February 9, 2011.

Our Products. The product line of our Former Business includes two wine brands from the California central coast and one wine brand from France. We have not received any orders or generated any revenues from the sale of those wines.

Our Supplier. The products of our Former Business were supplied by Delicatio Family Wines as our former officer had a relationship with the family. However, we do not currently have any formal agreement, understanding or arrangements with Delicatio Family Wines. Therefore, Delicatio Family Wines has no obligation to provide products to us and may terminate our relationship at any time.

Our Target Markets and Marketing Strategy. We believe that our primary target market for our Former Business consisted of the Chinese market for imported wines and also, to a lesser extent, the grocery and discount retailer market in the United States. Our marketing initiatives included:

· utilizing the contacts of our management; · attend international and industry tradeshows; · develop and print sales and marketing materials including brochures and cards; and · initiate direct contact with potential distributors.

Growth Strategy. We hope that we will be able to expand our operations by increasing the size of our product line, thereby increasing the number of wines that we can distribute to China. We intend to look for opportunities to produce other varietals of wines or purchase them from other companies. We also believe that there may be opportunities to enter into joint venture agreements with companies that produce other varietals other than our own. In addition to continually seeking out and evaluating new varietals and blends, we may consider the acquisition of other vineyards operating in a similar fashion.

~~Our~~CAUTIONARY Industry. We believe there is an emerging market for imported wine consumption in China. Wine consumption and sales in China are expected to grow in the next decade, both for China’s domestic wines and imported wines to China from other parts of the world. According to China Wines Information Website at http://www.wines-info.com/en/index.aspx, China recently became one of the top ten wine-drinking countries in the world. NOTICE

~~Our~~This ~~Competition.~~annual ~~Our~~report ~~Former~~on ~~Business~~Form 10-K ~~competed~~contains ~~with~~forward-looking statements within the ~~major~~meaning ~~wine~~of ~~producers~~Section 27A ~~and~~of ~~distributors~~the ~~that~~Securities ~~dominate~~Act ~~the~~of ~~wine~~1933, ~~industry~~as inamended, and Section 21E of the ~~United~~Securities ~~States~~Exchange asAct ~~well~~of 1934, as ~~internationally~~amended. Those Inforward-looking ~~addition~~statements toinclude ~~competing~~our ~~with~~expectations, beliefs, intentions and strategies regarding the ~~major~~future. Such ~~wine~~forward-looking ~~producers~~statements ~~and~~relate ~~distributors~~to, ~~that~~among ~~dominate~~other ~~the~~things, ~~industry~~our market, westrategy, ~~will~~competition, ~~also~~development ~~compete~~plans, ~~with~~financing, ~~numerous~~revenues, ~~independent~~operations ~~wine~~and ~~distribution~~compliance ~~companies~~with applicable laws. These ~~Many~~and other factors that may affect our financial results are discussed more fully in “Risk Factors” and “Management’s Discussion and Analysis of ~~these~~Financial ~~companies~~Condition ~~have~~and ~~access~~Results toof ~~vast~~Operations” ~~financial~~included ~~resources~~in this report. Market ~~Additionally~~data used throughout this report is based on published third party reports or the good faith estimates of management, ~~they~~which ~~have~~estimates ~~established~~are ~~long~~based ~~standing~~upon ~~relationships~~their ~~with~~review ~~wine~~of ~~producers~~internal surveys, ~~distributors~~independent industry publications and ~~customers~~other publicly available information. Although Wewe ~~cannot~~believe ~~and~~that dosuch ~~not~~sources ~~intend~~are toreliable, ~~compete~~we ~~with~~do ~~either~~not guarantee the ~~large~~accuracy or ~~mid-sized~~completeness ~~companies~~of this information, and we have not independently verified such information. We caution readers not to place undue reliance on any forward-looking statements. We ~~are~~do ~~also~~not atundertake, aand ~~significant~~specifically ~~competitive~~disclaim ~~disadvantage~~any ~~within~~obligation, ~~our~~to ~~industry~~update ~~because~~or revise such statements to reflect new circumstances or unanticipated events as they occur, and we ~~have~~urge ~~not~~readers ~~previously~~to ~~produced~~review and ~~distributed~~consider ~~any~~disclosures ~~wines~~we make in this and ~~have~~other ~~limited~~reports ~~capital~~that ~~resources~~discuss factors germane to our business. See in particular our reports on Forms 10-K, 10-Q, and 8-K subsequently filed from time to time with the Securities and Exchange Commission.

~~Our Website www.internationalvineyard.com. Our Former Business website allows customers to view all of our wine brands and~~PART provides a description of our business together with our contact information including our address, telephone number and e-mail address. We also believe that we can use our website to facilitate sales of our products as well as increase brand awareness.I

~~Our~~Item ~~Intellectual Property~~1. ~~Our Former~~ Business ~~does not own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.~~

We currently own the domain name www.internationalvineyard.com. Under current domain name registration practices, no one else can obtain a duplicate domain name, but someone might obtain a similar name to the domain name we ultimately use, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain name.Overview

We ~~may~~are ~~also~~a ~~protect~~technology ~~various~~firm ~~other~~engaged ~~words,~~in ~~names,~~the ~~symbols,~~development and ~~devices~~marketing ~~that~~of ~~are~~communication ~~used~~devices ~~with~~capable ~~goods~~of ~~produced~~amplifying bythe uswireless tosignal ~~distinguish~~as ~~them~~a ~~from~~core ~~those~~enabling ~~produced~~technology byplatform ~~others~~and ~~through~~converging ~~the~~them ~~use~~with ofother ~~trademarks,~~services and ~~will~~applications ~~identify~~for ~~and~~consumers ~~distinguish~~based ~~the~~on ~~source of several of~~ our ~~services~~patent ~~through~~portfolio. We ~~the~~currently ~~use~~offer ofour ~~service~~DM1000 ~~marks.~~(cell@home) ~~These~~and ~~would~~HomeConneX® ~~include~~X1500 ~~brand~~products ~~names~~through ~~for~~various ~~our~~channels, ~~wines~~including ~~and~~a ~~logos~~major ~~on the wine labels~~U. WeS. ~~have~~carrier, ~~not~~and ~~filed~~are ~~applications~~working to ~~protect~~bring ~~any~~our ~~other~~higher ~~trade~~performance, orlower ~~service~~cost ~~marks.~~next Wegeneration ~~cannot~~SmartLinXTM ~~guaranty~~series weof ~~will~~products ~~receive~~to ~~such~~the ~~trade~~global ~~or service mark protection if we make an application~~market.

~~Government~~For ~~Regulation.~~the ~~Our~~fiscal ~~Former~~years ~~Business~~ended isDecember ~~subject~~2011 toand ~~federal~~2010, ~~state~~we ~~and~~had ~~local~~net ~~laws~~revenue ~~and~~of ~~regulations~~$326,270 ~~generally~~and ~~applied to businesses~~$160,441, ~~such as payroll taxes on the state~~ and ~~federal~~incurred ~~levels.~~net Welosses ~~believe~~of ~~that~~$9,413,542 ~~we are in conformity with all applicable laws in Delaware~~ and ~~the~~$4,850,375, ~~United States~~respectively. As ~~Our~~of ~~Former~~December ~~Business~~31, ~~may~~2011, ~~also~~we behad ~~subject~~total toassets ~~U.S.~~of ~~federal~~$7,245,037 and ~~California~~working ~~state~~capital ~~regulations~~of ~~with regard to exporting wines produced in California and exporting our wines outside the United States~~$5,902,918, including ~~taxes~~$3, ~~licenses and regulations governing our production methods~~079,566 ~~bottling~~of ~~and labeling, alcohol content~~cash.

~~The~~Our California Department of Alcoholic Beverage Control, or ABC, regulates the manufacture, importation and sale of alcoholic beverages in the State of California. We do not currently have a license 17 to operate as a beer and wine wholesaler or license 18 to operate as a distilled spirits wholesaler. In order to sell products, we will need to apply with ABC for a license 17 to operate as a beer and wine wholesaler or license 18 to operate as a distilled spirits wholesaler.History

~~There~~We ~~are~~were ~~also~~incorporated ~~numerous~~as ~~requirements~~a toDelaware ~~meet~~corporation ~~with~~on ~~regard~~April to2, ~~exporting~~2007 ~~wines~~under ~~from~~the ~~France~~name International Vineyard, ~~and~~Inc. ~~importing~~for ~~these~~purposes of engaging in the wholesale distribution of French and California wines to ~~China~~the Chinese market. In ~~These~~February ~~include~~2011, ~~obtaining~~we ~~certifications~~exited ofthe ~~our~~wine ~~products~~business ~~and~~in ~~our~~connection ~~facilities,~~with ~~calculating~~our ~~and~~acquisition ~~paying~~of ~~import~~AirTouch, ~~taxes~~Inc., ~~complying~~a ~~with~~privately ~~customs~~held ~~regulations,~~California ~~which~~corporation ~~include~~engaged ~~product~~in ~~content~~the ~~analysis~~business of designing and ~~inspections~~developing wireless communications devices.

~~Research~~On February 4, 2011, we entered into an Agreement of Merger and ~~Development~~Plan of Reorganization (the “merger agreement”) with AirTouch, Inc., formerly known as Waxess USA, Inc., pursuant to which we acquired 100% ownership of AirTouch, Inc. in exchange for our issuance to the former shareholders of AirTouch, Inc. a total of 7,500,000 shares of our common stock, representing 87.3% of our outstanding common shares immediately following the closing of the merger. ~~Our~~Upon ~~Former~~the ~~Business~~closing isof ~~not~~the ~~currently~~merger, ~~conducting~~Robert ~~any~~DeMate ~~research~~resigned as our sole officer and ~~development~~director ~~activities~~and simultaneously with the merger a new board of directors and new officers were appointed. The Wenew doboard ~~not~~of ~~anticipate~~directors ~~conducting~~consisted ~~such~~of Hideyuki Kanakubo, Larry Paulson, Dr. James Canton and J. Steven Roush. The new officers consisted of Hideyuki Kanakubo, our president and chief executive officer, and Jerome Kaiser, our vice president, chief financial officer and secretary. Effective upon the closing of the merger, we ceased all activities inrelating to the ~~near~~wine ~~future~~distribution business and have since focused exclusively on the business of designing and developing wireless communications devices.

Insurance. Our Former Business did not maintain any insurance.

Employees. As of December 31, 2010, we had no employees other than our sole officer. We will utilize independent contractors, consultants, and other creative personnel from time to time to assist in developing our products. We are not a party to any employment agreements or collective bargaining agreements.

Our Facilities. As of December 31, 2010, our offices were located at 17309 Josie Circle, Bellflower, California 90706. We believe that our facilities are adequate for our needs.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. Any potential investor should carefully consider the risks and uncertainties described below before purchasing any shares of our common stock.

The Risk Factors in this Report reflect our Former Business. For detailed information on Waxess USA and risks factors for our current business, please refer to our Current Report on Form 8-K which was filed on February 9, 2011.

~~Risks~~In ~~Related~~connection with the merger, on February 4, 2011, we amended and restated our certificate of incorporation in order to, among other things, change our ~~Former~~name ~~Business:~~to “Waxess Holdings, Inc.” and increase our authorized capital stock to 125,000,000 shares, of which 100,000,000 are designated as common stock and 25,000,000 are designated as “blank check” preferred stock. On July 21, 2011, we amended our certificate of incorporation to change our name to “AirTouch Communications, Inc.”

WeAirTouch, ~~have~~Inc. began operations in 2004, and was incorporated in California in 2008. AirTouch, Inc. is engaged in the development and marketing of phone terminals capable of converging traditional landline, cellular and data services based on its patent portfolio. The business was started by a ~~limited~~group ~~operating~~of ~~history~~former ~~upon~~Uniden ~~which~~executives anthat ~~evaluation~~observed the migration of landline subscribers to cellular and determined that the migration would continue and create a need for home cellular cordless phones. AirTouch, Inc. currently offers its DM1000 (cell@home) and X1500 HomeConneX® products through various channels, including a major U.S. carrier, and is working to bring its higher performance, lower cost series of products to market. To date, AirTouch, Inc. has not generated material revenues or earnings as a result of its activities. As a result of the merger, AirTouch, Inc. became our ~~prospects~~wholly-owned ~~can~~subsidiary beand ~~made~~we succeeded to the business of AirTouch, Inc. as our sole line of business.

WeIn ~~were~~this ~~formed on April 2~~report, ~~2007.~~unless ~~Our~~expressly ~~lack~~provided ofotherwise, ~~operating~~“AirTouch,” ~~history in~~ the ~~wine~~“company,” ~~industry~~“we,” ~~makes~~“us,” anand ~~evaluation of~~ “our” ~~business~~refer ~~and~~to ~~prospects~~AirTouch ~~very~~Communications, ~~difficult~~Inc., ~~Our~~a ~~prospects~~Delaware ~~must~~corporation beand ~~considered~~its ~~speculative,~~wholly-owned ~~considering the risks~~subsidiaries, ~~expenses,~~ and ~~difficulties~~include ~~frequently~~the ~~encountered~~operations inand ~~the~~transactions ~~establishment~~ of aAirTouch, ~~new business~~Inc. Wetaking ~~cannot~~place beboth ~~certain~~before ~~that~~and ~~our~~after ~~business~~its ~~will~~acquisition beby ~~successful~~AirTouch orCommunications, ~~that~~Inc. wein ~~will~~February ~~generate significant revenues and become profitable~~2011.

WeRecent ~~will need to raise additional capital to fund our operations. Our failure to raise additional capital will significantly affect our ability to fund our proposed activities.~~Developments

ToBetween ~~develop,~~March ~~produce~~15, ~~market,~~2010 and ~~distribute~~April ~~our~~15, ~~wines~~2011, we ~~may~~entered beinto ~~required~~Secured toConvertible ~~raise~~Note ~~additional~~and ~~funds.~~Securities WePurchase doAgreements ~~not~~with ~~know~~certain ifaccredited weinvestors ~~will~~pursuant beto ~~able~~which we sold to ~~acquire~~the ~~additional~~investors ~~financing.~~secured Weconvertible ~~anticipate~~promissory ~~that~~notes we(the ~~will~~“bridge ~~need~~notes”) in tothe ~~spend~~aggregate ~~significant~~principal ~~funds~~amount onof ~~marketing~~$5,317,500 and ~~distributing~~warrants ~~our~~(the ~~wine~~“bridge ~~products.~~warrants”) ~~Our failure~~ to ~~obtain~~purchase ~~additional~~an ~~funds~~aggregate ~~would~~of ~~significantly~~5,267,500 ~~limit~~shares orof ~~eliminate~~ our ~~ability~~common ~~to fund our operations~~stock.

WeOn ~~have~~April ~~incurred~~28, 2011, investors holding an aggregate of $5,217,500 principal amount of bridge notes converted such Bridge Notes into an aggregate of 2,753,214 units offered by us in a ~~net~~private ~~loss~~placement ~~since~~(the ~~inception~~“private placement”), with each unit consisting of one share of our common stock and ~~expect~~one two-year warrant to ~~incur~~purchase ~~net~~an ~~losses~~additional ~~for~~share of our common stock at an exercise price of $3.00. In connection with the ~~foreseeable~~conversion ~~future~~of the bridge notes, an aggregate of $288,928 of accrued interest representing 144,464 units included above was also converted into the private placement.

AsIn ofconnection ~~December~~with ~~31,~~the ~~2010,~~consummation ~~our~~of ~~net~~the ~~loss~~private ~~since inception was $192~~placement,~~863.~~ Wethe ~~expect~~bridge towarrants ~~incur~~held ~~operating~~by ~~and~~the ~~capital~~investors ~~expenditures~~were ~~for~~converted ~~the~~into ~~next~~three year ~~and,~~warrants asto apurchase ~~result,~~an weaggregate ~~expect~~of ~~significant~~5,267,500 ~~net~~shares ~~losses~~of inour ~~the~~common ~~future.~~stock Weat ~~will~~an ~~need~~exercise toprice ~~generate~~of ~~significant revenues to achieve and maintain profitability~~$2.00 Weper ~~may~~share ~~not~~(the be“replacement ~~able to generate sufficient revenues to achieve profitable operations~~warrants”).

~~Because~~In weJuly ~~are~~and aAugust ~~development~~of ~~stage~~2011, ~~company~~an aggregate of 1,745,723 wewarrants ~~have~~originally noissued ~~revenues~~in the private placement, 3,222,500 replacement warrants and 3,735,888 warrants issued to ~~sustain~~other shareholders were cancelled in exchange for our ~~operations~~issuance of an aggregate of 1,958,779 shares of our common stock (the “warrant exchange shares”) (including 1,532,049 warrant exchange shares issued in exchange for warrants originally issued in the private placement and replacement warrants).

WeIn ~~are~~July aand ~~development~~August ~~stage~~2011, ~~company~~we ~~that~~entered isinto ~~currently~~subscription ~~developing~~agreements ~~its~~with ~~business.~~certain Toinvestors ~~date,~~whereby we ~~have~~sold ~~not~~an ~~generated~~aggregate ~~any~~of ~~revenues~~480 units, ~~and~~with weeach ~~cannot~~unit ~~guaranty~~consisting ~~that~~of ~~any~~12,500 ~~will~~shares beof ~~generated.~~our ~~The~~common ~~success~~stock and one two-year warrant to purchase 12,500 additional shares of ~~our~~common ~~business~~stock ~~operations~~at ~~will~~an ~~depend~~exercise ~~upon~~price ~~our~~of ~~ability~~$3.00 toper ~~produce~~share, ~~quality~~for ~~wine~~a ~~and~~per ~~market~~unit ~~and~~purchase ~~sell~~price ~~that~~of ~~wine~~$25,000 toand ~~customers.~~aggregate Wegross ~~are~~proceeds ~~not~~of ~~able~~$12,000,000. toIn ~~predict~~connection ~~whether~~with this offering, we ~~will~~paid beaggregate ~~able~~placement toagent ~~develop~~fees ~~our~~consisting ~~business~~of $1,319,470 and ~~generate~~issued ~~revenues.~~to Ifthe weplacement ~~are~~agent ~~not~~three-year ~~able~~warrants to ~~complete~~purchase ~~the~~a ~~successful~~number ~~development~~ of ~~our~~units ~~business~~equal ~~plan,~~to ~~generate~~9% ~~significant~~of ~~revenues~~the ~~and~~480 ~~attain~~units ~~sustainable~~sold ~~profitable~~in ~~operations~~the offering, ~~then~~with ~~our~~the ~~business~~same ~~will~~terms ~~fail~~as the warrants issued to the investors.

Our business is dependent on our ability to acquire quality wines from our suppliers.

While we believe that we can secure regular supplies of wines from a combination of suppliers, we cannot be certain that supply shortages will not occur. Our suppliers are subject to the risks inherent in the wine industry such as the following:

· a shortage in the supply of wine grapes; · increases in our wine production costs; · oversupply of grapes; and · various diseases, pests and certain weather conditions affecting quality and quantity of grapes.

In the event that any of above events occurs, our business will be negatively affected. Our supply of wine could be disrupted and the cost of the wine we sell could increase significantly. We cannot guaranty that any of those events will not occur or that our business will not be negatively affected by the occurrence of any of those events.

Contamination of our wines could lead to a diminishing reputation of our product, which would harm our business.

Because our products are designed for human consumption, our business is subject to certain hazards and liabilities related to food products, such as contamination. A discovery of contamination in any of our wines, through tampering or otherwise, could result in a recall of our products. Any such recall would significantly damage our reputation for product quality and likely shut down our business. We do not maintain any insurance to protect against such risks. Therefore, if our products are recalled and we do not have adequate insurance coverage, our business will suffer a significant loss of sales and profit, as well as capital to cover the difference in the liability cost. Brand reputation is especially important in product sales in China, and our inability to protect the reputation of our brands in China could harm our ability to sell our products there.

Infringement of our brand name may damage our business.

Our wines will be branded consumer products. Our ability to distinguish our brand name from those of our competitors depends, in part, on the strength and vigilant enforcement of our brand name. Competitors may use trademarks, trade-names or brand names that are similar to those we use, thereby weakening our intellectual property rights. If our competitors infringe on our rights, we may have to litigate in order to protect such rights. Litigation may result in significant expense and divert our attention from business operations. In addition, we cannot assure you that we would be successful in protecting our rights or that we will have the funds to litigate in an attempt to protects our rights.

WeWith ~~face~~respect ~~intense~~to ~~competition~~the above-described warrants, ~~which~~(i) ~~could~~if ~~hinder~~at ~~our~~any ~~ability~~time toafter ~~implement~~12 ~~our~~months ~~business~~from ~~plan~~the ~~and~~date ~~generate~~of ~~revenues.~~issuance ~~Most~~of the warrant there is no effective registration statement registering the resale of ~~our~~the ~~competitors~~common ~~have~~stock ~~significantly~~underlying ~~greater~~the ~~resources~~warrants, ~~than~~the wewarrants ~~do. If~~may, weduring ~~cannot~~such ~~compete~~period, ~~effectively~~be exercised on a “cashless” basis, weand (ii) the warrant may be redeemed, at our option, at a price of $0.001 per share of shares underlying such warrant (“redemption price”), upon not beless ~~able~~than 10 days prior written notice (“redemption period”) to ~~generate~~the ~~any~~holder ~~revenues~~notifying the holder of our intent to exercise such right and setting forth a time and date for such redemption; provided, orhowever, ~~achieve~~that orno ~~sustain~~such ~~profitability~~redemption may occur unless (a) our common stock has had a per share closing sales price of at least $5.00 for 20 consecutive trading days and (b) at the date of the redemption notice and during the entire redemption period there is an effective registration statement covering the resale of the shares of common stock underlying the warrant.

WeOn ~~are~~January in24, 2012, we entered into a ~~highly~~warrant ~~competitive~~exchange ~~industry~~agreement with Brightpoint, Inc., ~~Our~~pursuant ~~principal~~to ~~competitors~~which ~~include~~we ~~companies~~issued ~~that~~449,176 ~~are~~shares ~~well~~of ~~recognized~~our ascommon ~~wine~~stock ~~distributors~~to Brightpoint in exchange for ~~several~~Brightpoint’s ~~years~~cancellation ~~and~~of ~~have~~warrants anto ~~established~~purchase ~~customer~~3,593,407 ~~base~~shares of our common stock. Each ~~These~~of ~~competitors~~the ~~may~~Brightpoint ~~enhance~~warrants ~~their~~entitled ~~services~~Brightpoint to ~~include~~purchase ~~some~~one ~~that~~share weof ~~may~~common ~~not~~stock beat ~~able~~an exercise price of $3.00 per share over a three year period expiring on July 8, 2013. Pursuant to ~~provide~~the ~~until~~warrant weexchange ~~achieve~~agreement, ~~profitability~~the Brightpoint warrants were cancelled in exchange for our issuance of shares of our common stock, at an exchange ratio of one common share for every eight warrants cancelled by Brightpoint. After ~~Many~~giving effect to the warrant exchange agreement, Brightpoint owns 9.4% of our ~~current~~issued and ~~potential~~outstanding ~~competitors~~shares ~~enjoy~~of ~~substantial~~common ~~competitive~~stock. Our ~~advantages~~chairman of the board of directors, ~~such~~Mr. ~~as:~~Larry Paulson, is an executive officer of Brightpoint. The warrant exchange agreement was unanimously approved by the disinterested members of our board of directors.

·The ~~greater~~offer ~~name~~and ~~recognition;~~sale ·of ~~larger~~the ~~marketing~~above-described ~~budgets~~securities were not registered under the Securities Act of 1933 (“Securities Act”), or the securities laws of any state, and ~~resources;~~were ·offered ~~established~~and ~~marketing~~sold ~~relationships;~~in ·reliance ~~access~~on tothe ~~larger~~exemption ~~customer~~from ~~bases;~~registration afforded by Section 4(2) of the Securities Act and Rule 506 thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.

·Our ~~substantially greater financial, technical and other resources.~~Business

As a result, they may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. Many of these competitors have greater financial resources than we have and have been in operation for many years more than us. In addition, many of these companies have greater name recognition among potential customers. These companies might be willing to sacrifice profitability to capture a greater portion of the market or pay higher prices than we would for the same acquisition opportunities. For all of the foregoing reasons, we may not be able to compete successfully against our current and future competitors.Overview

We ~~may~~are ~~experience~~a ~~domestic~~technology firm engaged in the development and ~~international~~marketing ~~barriers~~of communication devices capable of amplifying the wireless signal as a core enabling technology platform and converging them with other services and applications for consumers based on our patent portfolio. We currently offer our DM1000 (cell@home) and HomeConneX® X1500 products through various channels, including a major U.S. carrier, and are working to ~~conducting~~bring ~~business~~our ~~due~~higher performance, lower cost next generation SmartLinXTM series of products to ~~government~~the ~~regulations~~global market.

~~The~~Our United States wine industry is subject to extensive regulation by the Federal Bureau of Alcohol, Tobacco and Firearms and various foreign agencies, state liquor authorities and local authorities. These regulations and laws dictate such matters as licensing requirements, trade and pricing practices, permitted distribution channels, permitted and required labeling, advertising and relations with wholesalers and retailers.Industry

InConsumers ~~addition,~~Migrate ~~importing wine~~ to China requires complying with numerous and complex regulations, including proper labeling, payment of a series of taxes and duties, inspection and certification of our facilities, and selling and marketing our product in China. We will need to locate and retain agents to help us comply with these requirements in China, without which we would be unable to conduct sales there.Mobile

AnThe ~~increase~~U.S. market is in ~~excise~~the ~~taxes~~midst orof ~~government~~a ~~regulations~~migration ~~could~~from ~~harm~~landline to wireless communications. Landline consumers are migrating to other communication services, including mobile, cable and voice over internet protocol (VoIP). However, many of the current residential landline subscribers reside in areas with limited cellular coverage. We believe that these subscribers are potential customers. Until the landlines are no longer utilized, we believe our ~~business~~products offer these customers a cost effective way to seamlessly migrate from landline services to wireless services. Our products converge landline and cellular technology on the same hardware and future products will work with technologies currently being developed, including WiMax, Wi-Fi mesh networks, and LTE 4G network. The transition to wireless in the U.S. is increasing at a rapid pace driven primarily by lower cost alternatives. The average cost to add a cellular line to an existing cellular plan is as little as $10 per month compared to $40 to $70 per month for a landline plan.

The United States, France, China, and other countries in which we anticipate dealing with operate impose excise and other taxes on beverage alcohol products in varying amounts which have been subject to change. Significant increases in excise or other taxes on beverage alcohol products could harm our financial condition or results of operations. In addition, federal, state, local and foreign governmental agencies extensively regulate the beverage alcohol products industry concerning such matters as licensing, trade and pricing practices, permitted and required labeling, advertising and relations with wholesalers and retailers. Certain federal and state regulations also require warning labels and signage. We will be required to comply with extensive regulations, including Chinese import, labeling, certifications and tax requirements to sell our product in China. New or revised regulations or increased licensing fees, requirements or taxes could also harm our financial condition or results of operations.

We rely on the performance of wholesale distributors, major retailers and chains for the success of our business.

In China, we hope to sell our products principally to wholesalers and directly to major retailers that are beginning to operate in China. The poor performance of our major wholesalers or retailers as well as our inability to collect accounts receivable from our major wholesalers or retailers will negatively affect our operations. The difficulty of finding, retaining, and working with Chinese agents to help us comply with Chinese regulations and facilitate our wholesaling activities in China would impact our ability to operate profitably in China.

Our Business could be harmed by a decline in the consumption of products we sell.

Over the last ten years, there have been increases in consumption of alcoholic beverages in our product category and geographic markets. There have been periods in the past, however, in which there were substantial declines in the overall per capita consumption of alcoholic beverages in the United States and other markets in which we may participate. A limited or general decline in consumption in one or more of our products could occur in the future due to a variety of factors, including:

· a general decline in economic conditions; · increased concern about the health consequences of consuming alcoholic beverages and about drinking and driving;

· a trend toward a healthier diet including lighter, lower calorie beverages such as diet soft drinks, juices and water products; · the increased activity of anti-alcohol groups; and

· increased federal, state or foreign excise or other taxes on beverage alcohol products.

~~Restrictions~~Health ~~on currency exchange may limit our ability to receive and use our revenue effectively.~~Concerns

AWhile ~~portion~~many ofusers ~~our~~migrate ~~revenues may be settled in Renminbi, and any future restrictions on currency exchanges may limit our ability~~ to ~~use~~wireless ~~revenue~~for ~~generated in Renminbi to fund any future business activities outside China or to make other payments in U.S. dollars. Although~~ the ~~Chinese~~lower ~~government~~cost, ~~introduced~~a ~~regulations~~continuing inconcern ~~1996~~is ~~to allow greater convertibility of~~ the ~~Renminbi~~potential ~~for~~health ~~current~~problems ~~account transactions, significant restrictions still remain, including primarily the restriction~~ that ~~foreign-invested enterprises~~ may ~~only~~arise ~~buy,~~from ~~sell~~the orprolonged ~~remit~~proximity ~~foreign~~of ~~currencies~~microwave ~~after~~emitting ~~providing~~devices ~~valid~~(cell ~~commercial~~phones) ~~documents, at those banks in China authorized~~ to ~~conduct~~the ~~foreign~~user’s ~~exchange business~~head. WeOur ~~cannot~~handsets betransmit ~~certain~~at ~~that~~only ~~the~~50mW, ~~Chinese~~substantially ~~regulatory~~less ~~authorities~~than ~~will~~a ~~not~~mobile ~~impose more stringent restrictions on the convertibility of the Renminbi~~phone.

AnSignal ~~increase in the cost of energy could affect our profitability.~~Strength

IfAs ~~there~~a ~~are~~result ~~significant~~of ~~increases~~the inhealth ~~energy~~concerns ~~costs~~discussed above, orthe ifFCC ~~energy~~has ~~costs~~restricted ~~continue~~the tosignal ~~rise,~~strength ~~this~~that ~~would~~cellular ~~result~~phones incan ~~higher~~transmit ~~transportation~~to 300mW to 400mW, ~~freight~~with ~~and~~a ~~other~~Specified ~~operating~~Area ~~costs~~Radiation (SAR) allowance of 1.6W/kg. The ~~Our~~combination ~~future~~of ~~operating~~the ~~expenses~~two has resulted in a deterioration of cell phone signal quality in home and ~~margins~~office ~~will~~buildings. We ~~depend~~believe onthe ~~our~~primary ~~ability~~reason customers switch to ~~manage~~different carriers is signal conditions within the ~~impact~~home ofand ~~cost~~office ~~increases~~environment. Our Weproducts ~~cannot~~have ~~guaranty~~the ~~that~~cellular wemodule ~~will~~built beinto ~~able~~the base, which allows the base unit to ~~pass~~transmit ~~along~~at ~~increased~~2W, ~~energy~~or ~~costs~~roughly five times more power than is allowed by cellular phones. At the same time, there is a 6dB to ~~our~~10dB ~~customers~~increase in reception quality through the use of our antennae system. The combination of higher transmission power in the base unit and increased ~~prices~~reception sensitivity can result in as much as ten times the power of a mobile cellular phone.

~~Our~~Carriers ~~business~~Push ~~will be harmed if we are unable~~ to ~~find~~Increase ~~reliable distributors and agents in China to assist us with doing business in China and distribute our products.~~ARPU

~~Due~~The tocompetition ~~language~~for ~~differences~~wireless ~~and~~subscribers ~~regulatory~~has ~~requirements,~~led weto ~~will~~price bedecreases ~~required~~in tovoice ~~find~~services, ~~reliable~~which ~~agents~~has ~~and~~driven ~~distributors~~carriers to ~~assist~~seek usways into ~~doing~~increase ~~business~~Average inRevenue ~~China~~Per User (ARPU). IfThe ~~some~~move orfrom ~~all~~landline ofto ~~these~~wireless ~~distributors~~has ~~reduce~~increased ~~their~~wireless ~~orders~~customers. Wireless orcarriers ~~discontinue~~are ~~doing~~also ~~business~~interested ~~with~~in ~~us,~~increasing wethe ~~could~~usage ~~have~~of ~~difficulties~~higher ~~finding~~priced ~~new~~data ~~distributors~~plans, towhich ~~distribute~~allows ~~our~~subscribers ~~products~~to ~~which~~use ~~would~~mobile ~~harm~~phones ~~our ability~~ to ~~sell~~complement ~~our~~or ~~products~~supplement ~~and~~their ~~generate~~home ~~revenues~~computer. We ~~Our~~offer ~~reliance~~products onthat ~~these~~can ~~agents~~access ~~and~~the ~~distributors~~internet ~~could~~(data ~~also~~capable) ~~affect~~using ~~our~~the ~~bargaining~~cellular ~~power~~network inenabling ~~getting~~customers ~~favorable~~to ~~prices~~replace ~~for~~both ~~our~~their ~~products.~~home Inphone ~~addition,~~and ~~untimely~~“wired ~~payment and/~~or ~~failure~~cabled” tointernet ~~pay by these agents and distributors would harm our cash flow~~service.

WeVertical will depend heavily on agents and distributors we engage to facilitate our business operations in China, and any loss of such personnel, or the failure to continue to attract such personnel in the future, could harm our business.Market

~~The~~While ~~business of providing wines to international markets is specialized and requires~~ the ~~employment~~significant penetration of ~~personnel~~mobile ~~with~~handsets ~~operational~~among ~~experience in~~ the ~~industry~~U.S. ~~and~~population ~~contacts~~allows ~~within~~people ~~China.~~to ~~Accordingly~~call people, we ~~must~~believe ~~attract~~there ~~and~~is ~~retain~~remains ~~key~~a ~~personnel~~need ~~and~~for ~~agents~~people ~~in China~~ to ~~facilitate~~call ~~our business there~~places. ~~Our~~Machine ~~ability~~ to ~~effectively~~machine ~~implement~~(M2M) ~~our~~markets, ~~business~~mobile ~~strategy~~home, ~~will~~RV’s, ~~depend~~retail ~~upon~~chains, ~~among~~coffee ~~other factors~~shops, ~~the~~summer ~~successful~~homes, ~~recruitment~~kiosks ~~and~~in ~~retention~~the ofshopping ~~additional~~malls, ~~management~~school ~~and~~dormitories, ~~other~~are ~~key~~just ~~personnel~~a ~~that~~few ~~have~~of the ~~necessary~~examples ~~operational~~of ~~skills~~the ~~and~~need ~~experience with exporting and importing requirements. These individuals are difficult~~ to ~~find~~call inplaces ~~California~~not ~~and~~just inan ~~China,~~individual. We ~~and~~intend ~~we may not be able~~ to ~~retain~~pursue ~~such~~these ~~skilled employees~~markets.

~~Any~~Call ~~disruption~~Origination ofis ~~the~~Not ~~operations in domestic and overseas warehouses and distribution of our projects would damage our business.~~Mobile

~~All~~We ofbelieve ~~our~~that ~~products~~although ~~will~~cellular bephones ~~shipped~~are ~~from~~frequently ~~warehouses~~called in“mobile” ~~California~~phones, ~~and~~most ~~France~~calls ~~and~~are ~~stored~~originated in ~~China~~either ~~prior~~the tohome ~~distribution~~or toplace ~~market.~~of business. We ~~currently~~also dobelieve ~~not~~that ~~maintain~~most ~~insurance~~data ~~covering~~usage ~~our product while it is being shipped to China~~ or ~~while~~accessing itthe isinternet ~~housed~~on ina ~~storage~~mobile ~~facilities,~~device ~~either~~takes inplace ~~the~~at ~~U.S.~~home or ~~abroad.~~place Weof ~~also do not carry any~~ business ~~interruption insurance~~. ~~Our operations could be interrupted by shipping accidents~~ Unfortunately, orbecause ~~other~~of ~~events,~~the ~~such~~structural ~~as fire~~interference, ~~flood,~~the ~~earthquake~~home and ~~other~~places ~~events beyond our control. Any disruption~~ of ~~the~~business ~~operations~~frequently ~~during shipping or storage would~~ have apoor ~~significant~~signal ~~negative~~quality. Our ~~impact on our ability to deliver~~ products, ~~which~~are ~~would~~designed ~~cause~~specifically ~~a potential diminution in sales, the cancellation of orders, damage~~ to ~~our~~overcome ~~reputation~~this ~~and potential lawsuits~~hurdle.

~~The~~Wireless ~~constantly~~Local ~~evolving legal system in China is unpredictable and may afford us inadequate legal protections.~~Loop

WeOur ~~anticipate~~products wecan ~~will~~be ~~conduct~~used ~~most~~as ofa ~~our~~Fixed ~~product~~Wireless ~~sales~~Terminal (FWT) in ~~China,~~international ~~which~~markets ~~utilizes~~and as a ~~civil~~voice ~~law~~and ~~system~~data ~~based~~solution onfor ~~written~~the ~~statutes.~~Wireless ~~Unlike~~Local ~~common~~Loop ~~law~~(WLL) ~~systems,~~market. itThe WLL is athe ~~system~~last inmile ~~which~~solution ~~precedents~~(going ~~set~~from wires on the street into the home) for communications, using wireless transmissions in ~~earlier~~lieu ~~legal~~of ~~cases~~building ~~are~~an ~~not~~expensive ~~generally~~copper ~~used~~infrastructure. ~~The~~WLL ~~overall~~differs ~~effect~~from oftraditional ~~legislation~~cell ~~enacted~~phones ~~over~~in ~~the~~that ~~past~~it 20is ~~years~~used ~~has~~in ~~been~~a tofixed ~~enhance~~point, ~~the~~which ~~protections~~allows ~~afforded~~the terminal to ~~foreign~~use ~~invested~~a ~~enterprises~~directional inantenna ~~China.~~instead ~~However,~~of ~~these~~an ~~laws,~~omni-directional ~~regulations~~antenna ~~and~~required ~~legal~~to ~~requirements~~roam. ~~are~~The ~~relatively~~directional ~~recent~~antenna ~~and~~allows ~~are~~significantly ~~evolving~~improved ~~rapidly,~~voice quality and ~~their~~data ~~interpretation~~transmission ~~and~~with ~~enforcement~~the ~~involves~~only ~~uncertainties.~~tradeoff ~~These~~being ~~uncertainties~~the ~~could~~lack ~~limit~~of roaming capability. A 2008 report by the ~~legal~~Global ~~protections~~Industry ~~available~~Analysts tocalled ~~foreign~~for ~~enterprises~~the WLL market to ~~acquire~~reach ~~and~~$7 ~~hold~~billion ~~licenses~~globally, ~~and~~with ~~permits~~Asia growing the fastest, ~~such~~through as2015 ~~requisite~~at ~~business~~nearly ~~licenses~~20% annually. As Sales of FWT units are expected to reach 250 million units annually worldwide. Because most emerging countries have experienced a ~~result~~build out of wireless infrastructure, itthey ~~could~~are beas ~~difficult~~prepared for usthe todeployment ~~enforce~~of ~~any~~wireless ~~legal~~devices ~~rights~~if wenot ~~may~~more ~~have~~so inthan ~~conducting~~most ~~and~~developed ~~protecting~~countries. Therefore, ~~our~~there ~~operations~~will inbe ~~China~~global markets demanding wireless terminal products.

Changes in China's political and economic situation could harm us and our operating results.

Economic reforms adopted by the Chinese government have had a positive effect on its economic development, but the government could change these economic reforms or any of its legal systems at any time. Changes could either benefit or damage our operations and profitability. Potential changes, among others, are the following:

· level of government involvement in the economy; · control of foreign exchange; · methods of allocating resources; · balance of payments position;

· international trade restrictions; and · international conflict.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in many ways. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy were similar to those of the OECD member countries.

~~The~~Our ~~Chinese government will exert substantial influence over the manner in which we conduct our business activities.~~Products

~~China~~DM1000 ~~only~~(cell@home recently has permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership of business enterprises. Our ability to conduct operations in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, intellectual property and other matters. We believe that our sales to China will be in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations, including stricter import regulations or regulations with regard to the sale and use of alcohol, that would require additional expenditures and efforts on our part to conduct our business, increase our market size or ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or conduct a public relations campaign against imported wine consumption, or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China, and could require us to cease doing business there.series)

~~Future~~For ~~inflation~~cellular customers seeking a solution to poor voice quality for in-building ~~China~~calls ~~may~~at ~~reduce~~work and at home, we have developed our first home cellular cordless telephone, the ~~demand~~Dual Mode Communication Terminal (D mode CT) or DM1000, which is sold under the cell@home brand name. The phone has a conventional cordless telephone look with multiple handsets but includes an embedded wireless module built into the base for ~~our~~connecting ~~product~~to the cellular network. It also has a RJ11 jack for conventional landline service thereby enabling the user to have a one or two-line phone. The modules enable the DM1000 to be the first terminal that can be manually switched between cellular (GSM and CDMA networks) and landline services. The increased signal strength of the terminal is due to the powerful transmission from the base unit. Yet the handset is transmitting at only 50mW resulting in ~~China~~substantially reduced potential health risks compared to other cellular devices. We believe the powerful signal strength coupled with substantially reduced health risk will provide customers a compelling alternative to landline and broadband communication solutions.

InX1500 ~~recent~~(New ~~years,~~voice ~~the Chinese economy has experienced periods of rapid expansion~~ and ~~widely~~data ~~fluctuating~~all ~~rates of inflation. During the past ten years, the rate of inflation~~ in ~~China~~one ~~has~~HomeConneX® been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action which could inhibit economic activity in China, reduce the demand for imported wine which is considered a luxury product in China, and thereby harm the market for our products.series)

~~The~~Our ~~costs~~second togeneration ~~meet~~terminal, ~~our~~the ~~reporting~~X1500 ~~requirements~~offers asmore aintegrated ~~public~~features ~~company~~than ~~subject~~the toDM1000. ~~the~~The ~~Exchange~~terminal ~~Act~~has ofduplicated ~~’34~~all ~~will~~cellular bephone ~~substantial~~features, including data/internet access and ~~may~~other ~~result~~application inservices. The usX1500 ~~having~~offers ~~insufficient~~Subscriber ~~funds~~Line Interface Circuitry (SLIC) that supports up to ~~operate~~4 ~~our~~corded ~~business~~or cordless telephones. We began shipping X1500 in December 2011.

WeX500 ~~will~~(competitive ~~incur~~2G ~~ongoing~~HomeConneX® ~~expenses~~series ~~associated with professional fees~~ for ~~accounting~~voice ~~and~~only ~~legal~~solution ~~expenses associated with being a public company. We estimate that these costs will range up to $100,000 per year~~ for ~~the~~international ~~next~~WLL few years. Those fees will be higher if our business volume and activity increases. Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.markets)

~~Our~~The ~~auditors~~X500 ~~have~~is ~~questioned~~a ~~our~~more ~~ability~~compact toversion ~~continue~~of ~~operations~~the asDM1000. It is a ~~“going~~cordless ~~concern.”~~phone ~~Investors~~with ~~may~~a ~~lose~~unique ~~all~~design ofthat ~~their~~can ~~investment~~support ifeither weGSM ~~are~~or ~~unable~~CDMA to2G ~~continue~~wireless ~~operations~~systems. The ~~and~~X500 ~~generate~~is ~~revenues~~currently in development. We anticipate its introduction in second half of 2012.

WeSmartLinXTM ~~hope~~Series ~~to obtain significant revenues from future product sales. In the absence~~ of significant sales and profits, we may seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. As a result, our auditors believe that substantial doubt exists about our ability to continue operations.Products

~~Risks~~Our ~~Related~~SmartLinXTM series of products include the U250, U300 and U600. The U250 is a bridging station that we have designed specifically for a customer in Mexico. This product allows any Wi-Fi enabled mobile phone to ~~Owning~~act ~~Our~~as ~~Common~~a ~~Stock:~~cordless extension to the landline service at home. This allows the user to take advantage of the features of both their cellular mobile phone and their landline in their home. For instance, the user can access the contact information in their mobile phone and make the call through their landline. The U300 is similar to the U250 with the Wi-Fi built-in, rather than simply using a Wi-Fi enabled mobile phone. The U600 comes with a 3G module and its amplified signals will “boost” the signal of a Wi-Fi enabled mobile phone in the home or office that would otherwise be too weak to connect to the wireless service. However, unlike other similar solutions, our products do not require a broadband or high speed internet connection. The U250 is currently being tested by certain customers for use. The U300 and U600 are in development. We anticipate their introduction during the second half of 2012.

~~Our~~X2000 ~~board~~Smart of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and may grant voting powers, rights and preference that differ from or may be superior to those of the registered shares.Phone

~~Our~~The ~~articles~~X2000 ofis ~~incorporation~~a ~~allow~~unique uscombination ~~to issue 5,000,000 shares~~ of ~~preferred~~all ~~stock~~the ~~without~~technological ~~any~~advancements ~~vote~~in ~~or further action by~~ our ~~stockholders.~~product ~~Our~~line ~~board~~including ~~of directors has~~ the ~~authority~~patented tocordless ~~fix~~telephone ~~and~~integration ~~determine~~that ~~the~~made ~~relative rights and preferences of preferred stock. Our board of directors also has~~ the ~~authority~~signal toamplification ~~issue preferred stock~~ without ~~further~~health ~~stockholder~~risk ~~approval~~possible, ~~including~~wireless ~~large~~signals ~~blocks~~to ofother ~~preferred~~communication ~~stock.~~terminals Aswithin ~~a result~~home/office, ~~our~~texting ~~board~~capability, ofconferencing ~~directors~~capabilities ~~could~~with ~~authorize~~more ~~the~~than ~~issuance~~two ofcommunication ~~a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation~~services, ~~the~~and ~~right~~video tochatting. ~~receive~~The ~~dividend~~X2000 ~~payments~~is ~~before~~currently ~~dividends~~in ~~are~~development. We ~~distributed~~anticipate toits ~~the~~introduction ~~holders~~by ~~of common stock and~~ the ~~right~~second tohalf ~~the redemption~~ of ~~the shares, together with a premium, prior to the redemption of our common stock~~2012.

We lack a public market for shares of our common stock, which may make it difficult for investors to sell their shares.

There is no public market for shares of our common stock. We cannot guaranty that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Should there develop a significant market for our shares, the market price for those shares may be significantly affected by such factors as our financial results and introduction of new products and services.

Our common stock is subject to penny stock regulations which may make it difficult for investors to sell their stock.

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If our common stock becomes subject to the penny stock rules, holders of our shares may have difficulty selling those shares.

~~Item~~Focal ~~1B. Unresolved Staff Comments.~~Point

~~None~~Focal Point is a high speed, multiple services access terminal with Wi-Fi technology that utilizes our patent pending wireless/VoIP data/voice bridge technology. The terminal will converge all of the wireless products and services within a home, including appliances, televisions and security systems, and act as a data delivery hub to each wireless/cellular phone connected to it. The Focal Point is in the early stages of design and we anticipate its introduction by the second half of 2013

~~Item 2. Properties.~~Manufacturing

~~Property~~The ~~held~~products bywe ~~us.~~sell Asare ofmanufactured ~~December~~by ~~31,~~two ~~2010,~~third-party wemanufacturers ~~held~~in noShenzhen, ~~real property~~China. We do not ~~presently~~have ~~own~~long-term ~~any~~written ~~interests~~agreements with the manufacturers and purchase products from them in ~~real~~accordance ~~estate~~with the terms of purchase orders.

Our Facilities. As of December 31, 2010, our offices are located at 17309 Josie Circle, Bellflower, California 90706. From our inception through December 31, 2010, we utilized the office of a founder who is also one of our officers and shareholders. Through June 2007, we did not pay any rent and treated the usage of the office as if it were being donated. We charged the estimated fair value rent of $800 per month to operations. Commencing July 2007 through April 2009, the Company paid its pro rata share of the office rent ranging from $800 to $1,058 a month. Beginning May 2009 through December 31, 2010, the Company did not pay any rent and treated the usage of the office as if it were being donated. It charged the estimated fair value rent of $400 per month to operations. Total rent charged to operations amounted to $4,800 and $6,400 for the years ended December 31, 2010 and 2009, respectively.Customers

~~Item~~In 3the U.S., ~~Legal~~we ~~Proceedings~~offer our products to the dealer networks of Verizon Wireless (VW), Sprint, and AT&T. The primary driver of our growth is expected to come from international sales to wireless carriers of our next generation models – the U250, U300, X500, X1500 and X2000. We believe the success of these models outside US will be derived from the demand for an easily deployed wireless access system for voice, data, and other applications and services that are not currently supported by landline or terrestrial based infrastructure.

~~There~~In ~~are~~July no2010, ~~legal~~we ~~actions~~entered ~~pending~~into ~~against~~a usGlobal ~~nor~~Master ~~are~~Distribution ~~any~~and ~~legal~~Services ~~actions~~Agreement ~~contemplated~~with byBrightpoint, Inc. (“Brightpoint”), one of the largest providers of cellular product distribution and logistics services in the world. This agreement grants Brightpoint an exclusive right to distribute our products globally subject to certain conditions. The agreement also provides for Brightpoint to support us in the areas of logistics, financing and marketing. The agreement has an initial term of three years and renews automatically for successive one-year terms unless either party provides written of intent to renew at ~~this~~least ~~time~~90 prior to such automatic renewal.

~~Item~~We 4.believe ~~(Removed~~the Brightpoint agreement will assist in getting our products to market as well as provide solutions for inventory financing, logistics and ~~Reserved)~~reverse logistics.

~~Not~~In ~~applicable~~March 2009, the DM1000 received a certification from AT&T as part of their Choice Program.

~~PART~~We IIapplied for Verizon Wireless (VW) Open Development Certification Program (ODI) in March 2009 for our DM1000 and received certification.

~~Item~~Our 5DM1000 received network certification by Sprint in March 2010. We ~~Market~~are ~~for~~now ~~Registrant’s~~able ~~Common~~to ~~Equity,~~market ~~Related~~our ~~Stockholder~~cell@home ~~Matters~~terminals ~~and~~to ~~Issuer~~our ~~Purchases~~customers ofas ~~Equity~~a ~~Securities~~co-branded product through the Sprint network.

~~Market Information.~~ In ~~June~~April ~~2008~~2009, ~~our~~we ~~common~~signed ~~stock~~a ~~became~~three-year ~~eligible~~purchase ~~for~~agreement ~~quotation~~with onIbratele ~~the~~in ~~Over-the-Counter~~Brazil. This ~~Bulletin~~agreement ~~Board~~grants ~~under~~Ibratele the ~~symbol~~exclusive ~~“IVYD”.~~right Asto ofmarket ~~December~~and ~~31,~~sell ~~2010,~~our nosecond ~~shares~~generation ofproducts ~~our~~in ~~common~~Brazil ~~stock~~subject ~~have~~to ~~traded~~certain conditions.

~~Reports to Security Holders. We file annual, quarterly and current reports with the Securities and Exchange Commission.~~ The ~~public~~Chinese ~~may~~government ~~read~~has ~~and~~provided ~~copy~~certain ~~any~~wireless ~~materials~~carriers ~~filed~~ with ~~the~~large ~~Securities~~subsidies ~~and~~to ~~Exchange~~provide ~~Commission~~communication atservices ~~the~~to ~~Security~~Central and ~~Exchange~~Western ~~Commission’s Public Reference Room at 100 F Street, N~~China.~~E., Washington, D.C. 20549.~~ The ~~public~~Chinese ~~may~~government ~~also~~has ~~obtain~~announced ~~information~~that onit ~~the~~is ~~operation~~phasing ofout the ~~Public~~Personal ~~Reference~~Handyphone ~~Room~~System (PHS) by ~~calling the Securities and Exchange Commission at 1-800-SEC-0330~~2011. ~~The~~We ~~Securities~~believe ~~and Exchange Commission maintains an Internet site~~ that ~~contains~~the ~~reports,~~HomeConneXTM ~~proxy~~line ~~and~~of ~~information~~products ~~statements,~~will ~~and~~be ~~other~~a ~~information~~viable ~~regarding~~replacement ~~issuers~~for ~~that~~the ~~file~~PHS ~~electronically~~used ~~with~~in the ~~Securities and Exchange Commission~~home. ~~The address of that site is http://www.sec.gov.~~

WeMany ~~had~~African 9countries have limited landline infrastructure,~~224,375~~ ~~shares~~which ofcreates ~~common~~a ~~stock~~high ~~issued~~demand ~~and~~for ~~outstanding~~battery asbacked ofwireless ~~December~~communication 31and data systems. In November 2009, ~~2010~~we entered into an agreement with a distributor in Ghana, pursuant to which ~~were~~the ~~held~~distributor byagreed ~~approximately 14~~to ~~shareholders~~use best efforts to sell our HomeConneXTM products.

As of December 31, 2010, there are no outstanding shares of our common stock which can be sold pursuant to Rule 144.

As of December 31, 2010, there are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock.

In October 2007, we filed a Registration Statement on Form SB-2 for the registration of 1,524,375 shares of our outstanding common stock. On October 15, 2007, our registration statement was declared effective by the Securities and Exchange Commission. The purpose of the SB-2 was to register shares of common stock held by our existing shareholders. In December 2008, we filed a post-effective amendment to that Registration Statement on Form SB-2 on Form S-1 for the registration of 1,293,125 shares of our outstanding common stock. On January 14, 2009, that post-effective amendment to our registration statement was declared effective by the Securities and Exchange Commission.

Dividend Policy. As of December 31, 2010, there have been no cash dividends declared on our common stock. . We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors and subject to any restrictions that may be imposed by our lenders.

No Equity Compensation Plan. As of December 31, 2010, we do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.

Recent Sales of Unregistered Securities. As of December 31, 2010, there have been no sales of unregistered securities within the last three (3) years which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:Competition

In April 2007, we issued 7,900,000 shares of our common stock in exchange for cash of $7,900, or $.001 per share. The shares were issued in a transaction which we believe satisfies the requirements of that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, which exemption is specified by the provisions of Section 4(2) of that act. We believe that those individuals had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the prospective investment. In addition, those individuals had sufficient access to material information about us.Service

InSince ~~June 2007, we issued 1,324,375 shares of~~ our ~~common~~enabling ~~stock~~technology tois ~~several~~wireless ~~investors~~service, ~~for~~it ~~$0.08~~faces ~~per~~competition share. The shares were issued as a result of a private placement offering. There was no general solicitation used in this offering. The shares were issued in a transaction which we believe satisfies the requirements of that exemption from ~~the~~alternative ~~registration~~service ~~and~~providers ~~prospectus~~including ~~delivery~~broadband ~~requirements of the Securities Act of 1933~~solutions. However, ~~which~~these ~~exemption~~alternative issolutions ~~specified~~require byaccess ~~the~~to ~~provisions~~high ofspeed ~~Section~~internet ~~4(2) of that act~~ and ~~Rule~~not ~~506~~all ofhouseholds ~~Regulation~~have Daccess ~~promulgated pursuant~~ to ~~that~~high ~~act~~speed byinternet ~~the~~including cable, ~~Securities~~DSL and ~~Exchange Commission~~ADSL. Access ~~Specifically, the offer was made~~ to ~~“accredited~~broadband ~~investors”,~~requires asa ~~that~~separate ~~term is defined under applicable federal and state securities laws~~modem, ~~and~~router noor ~~more than 35 non~~Wi-~~accredited~~Fi ~~investors.~~router ~~We believe that each purchaser who was not an accredited investor has such knowledge~~ and ~~experience~~frequently inrequires ~~financial~~installation ~~and~~service ~~business~~from ~~matters~~professionals. Our ~~that~~products hesimply isrequire ~~capable~~power ~~of evaluating the merits~~ and ~~risks~~a ofcellular ~~the prospective investment~~signal. Each investor was given adequate access to sufficient information about us to make an informed investment decision. There were no commissions paid on the sale of these shares. The gross proceeds to us were $105,850.

~~Use of Proceeds of Registered Securities. There were no sales or proceeds during the calendar year ended December 31, 2010, for the sale of registered securities.~~Hardware

~~Penny~~Femtocells ~~Stock~~use ~~Regulation. Shares~~a ofbroadband ~~our~~connection ~~common stock will probably be subject~~ to ~~rules~~create ~~adopted~~a ~~the~~small ~~Securities~~cellular ~~and~~base ~~Exchange~~station ~~Commission~~ that ~~regulate~~provides ~~broker-dealer~~better ~~practices~~indoor invoice ~~connection~~quality ~~with~~from ~~transactions~~mobile ~~in “penny stocks”~~phones. ~~Penny~~ ~~stocks~~The ~~are~~chief ~~generally~~difference ~~equity~~between ~~securities~~femtocells ~~with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price~~ and ~~volume~~our ~~information~~products ~~with respect to transactions in those securities~~ is ~~provided~~that byfemtocells ~~the exchange or system). The penny stock rules~~ require a ~~broker-dealer,~~high ~~prior~~speed tobroadband a(internet) ~~transaction~~connection inand atherefore ~~penny~~we ~~stock~~believe ~~not~~this ~~otherwise~~type ~~exempt~~of ~~from~~solution ~~those~~will ~~rules,~~not ~~deliver~~reach a ~~standardized~~significant ~~risk~~portion ~~disclosure~~of ~~document prepared by~~ the ~~Securities~~U.S. population and ~~Exchange~~substantially ~~Commission,~~more ~~which~~of ~~contains~~ the ~~following:~~emerging market population.

·There aare ~~description~~also ofaccessory ~~the~~type ~~nature~~products ~~and~~like ~~level~~a ofcordless ~~risk~~telephone inwith ~~the~~Bluetooth ~~market~~linking ~~for~~capability ~~penny~~to ~~stocks~~mobile inphones. This ~~both~~enables ~~public~~the ~~offerings~~voice ~~and~~from ~~secondary~~mobile ~~trading;~~service ·to be transferred through a ~~description~~Bluetooth ofconnection to the ~~broker’s~~cordless orhandsets. This ~~dealer’s~~type ~~duties~~of todevice ~~the~~has ~~customer~~not ~~and~~been ofsuccessful ~~the~~as ~~rights~~it ~~and~~is ~~remedies~~not ~~available~~a tonet ~~the~~activation ~~customer~~proposition ~~with~~for ~~respect~~the towireless ~~violation~~carriers toand ~~such~~does ~~duties~~not orimprove ~~other~~the ~~requirements~~signal offor ~~securities’~~the ~~laws;~~mobile ·phone ainside ~~brief,~~the ~~clear,~~home ~~narrative~~or ~~description~~office ofstructure. Bluetooth provides a ~~dealer~~short ~~market,~~link ~~including~~and ~~"bid"~~therefore ~~and~~the ~~"ask”~~handset ~~prices~~has ~~for~~to ~~penny~~remain ~~stocks~~in ~~and~~close proximity to the ~~significance~~base ofstation. Finally, ~~the~~audio ~~spread~~quality ~~between~~of ~~the~~Bluetooth ~~"bid"~~is ~~and~~inferior ~~"ask"~~to ~~price;~~the AirTouch products.

·Some carriers have adopted a ~~toll-free~~2G ~~telephone~~fixed ~~number~~wireless ~~for~~product ~~inquiries~~similar onto ~~disciplinary~~the ~~actions;~~AirTouch ·product ~~definitions~~as ofa ~~significant~~home ~~terms~~communication insolution ~~the~~but ~~disclosure~~they ~~document~~are ornot infully integrated to the ~~conduct~~cordless ofphone ~~trading~~like inthe ~~penny~~AirTouch ~~stocks;~~product. The 1.9GHZ PCS spectrum has caused some interference with 1.9GHZ handsets (DECT 6.0 utilizes 1.9GHZ frequency) as they are not designed together like the AirTouch product and has caused inferior audio quality.

·Signal ~~such~~Boosters ~~other~~are ~~information~~another ~~and~~alternative isto inenhancing ~~such~~the ~~form~~weak ~~(including~~signal ~~language,~~quality ~~type,~~within ~~size~~the home and ~~format)~~office structure. However, asthese ~~the~~solutions ~~Securities~~have ~~and~~met ~~Exchange~~with ~~Commission~~some ~~shall~~resistance ~~require~~from bythe ~~rule or regulation~~FCC.

~~Prior~~Microcell, tothe ~~effecting~~term ~~any~~for ~~transaction~~a intype ~~penny~~of ~~stock~~signal repeater within home, ~~the~~will ~~broker-dealer~~only ~~also~~compliment ~~must~~our ~~provide~~device ~~the~~in ~~customer~~remote and rural areas similar to the ~~following:~~way it will promote mobile phones. These Microcells are less expensive than fully functional cellular towers.

· the bid and offer quotations for the penny stock; · the compensation of the broker-dealer and its salesperson in the transaction; · the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; andMagicJack

·MagicJack ~~monthly~~is ~~account~~a ~~statements~~Broadband-based ~~showing~~plug-in ~~the~~that ~~market~~allows ~~value~~traditional oftelephones ~~each~~to ~~penny~~be ~~stock~~connected ~~held~~to a computer with broadband service. The VoIP system costs $40, plus $20 per year for unlimited phone calls. They have over 6 million users but they require 124kbps data bandwidth for their voice to work and there are many areas in the ~~customer’s~~US ~~account~~where people use ADSL and DSL that cannot accommodate this data rate on a constant basis. MagicJack also operates on VoIP so depending on the quality and speed of the internet connection, the audio quality can be adversely affected.

InMobile addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.Broadband

~~Purchases~~Mobile broadband plans are available through all major cellular carriers, with the majority of ~~Equity~~the ~~Securities~~offerings being a USB plug-in or PC Card. ~~None~~The ~~during~~attachments provide mobile broadband to computers using each carrier’s 3G/4G networks. Each unit retails between $129.99 and $349.99, with most available to new subscribers at no cost to $99.99, with the ~~period~~signing ~~covered~~of bya ~~this~~two-year ~~report~~plan. The monthly charge for mobile broadband ranges from $39.99 to $59.99 for 5GB of monthly data. With the addition of a data plan on a mobile phone, broadband service can be used on a laptop or desktop computer at no additional charge and can be used wherever wireless service is available. Most of the carriers as of July 2011 have ended their offer of unlimited data supply except for Sprint who has introduced a multi tier pricing based upon data capacity.

Item 6. Selected Financial Data.

Not applicable.

~~Item~~Government ~~7. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.~~Regulation

~~This~~Pursuant ~~following~~to ~~information~~its ~~specifies~~authority ~~certain~~under ~~forward-looking~~the ~~statements~~Communications Act of ~~management~~1934, ofas amended (the ~~company.~~“Communications ~~Forward-looking~~Act”), ~~statements~~the ~~are~~FCC ~~statements~~regulates ~~that~~the ~~estimate~~licensing, ~~the~~construction, ~~happening~~modification, ofoperation, ~~future~~ownership, ~~events~~sale and ~~are~~interconnection ~~not~~of ~~based~~wireless oncommunications ~~historical~~systems, ~~fact.~~as ~~Forward-looking~~do ~~statements~~some ~~may~~state beand ~~identified~~local byregulatory ~~the~~agencies. ~~use~~Congress ofalso ~~forward-looking~~periodically ~~terminology,~~revises ~~such~~or asenacts ~~“may”,~~laws ~~“shall”,~~affecting ~~“could”,~~the ~~“expect”,~~telecommunications ~~“estimate”~~industry, ~~“anticipate”,~~as ~~“predict”,~~do ~~“probable”,~~state ~~“possible”,~~legislatures. ~~“should”,~~Decisions ~~“continue”,~~by orthese ~~similar~~bodies ~~terms,~~could ~~variations~~have ofa ~~those~~significant ~~terms~~impact oron the ~~negative~~competitive ofmarket ~~those~~structure ~~terms.~~among ~~The~~wireless ~~forward-looking~~providers ~~statements~~and ~~specified~~on in the ~~following~~relationships ~~information~~between ~~have~~wireless ~~been~~providers ~~compiled~~and byother ~~our~~carriers. ~~management~~These onmandates ~~the~~may ~~basis~~also ofimpose ~~assumptions~~significant ~~made~~financial, byoperational ~~management~~or ~~and~~service ~~considered~~obligations byon ~~management~~us toand beother ~~reasonable~~wireless providers. ~~Our~~We ~~future~~are ~~operating~~unable ~~results,~~to ~~however,~~predict ~~are~~the ~~impossible~~scope, topace ~~predict~~or ~~and~~financial noimpact ~~representation,~~of ~~guaranty,~~legal or ~~warranty~~policy ischanges tothat could be ~~inferred~~adopted ~~from~~in ~~those~~these ~~forward-looking statements~~proceedings.

~~The~~Intellectual assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.Property

~~Critical~~We ~~Accounting~~own Policies and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are ~~not~~applying readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-K for the ~~year~~following ~~ended December 31, 2010.~~patents:

The following discussion of our financial condition and results of operations reflects our Former Business and should be read in conjunction with our audited financial statements for the year ended December 31, 2010. For detailed information on Waxess USA and our current financial condition, please refer to our Current Report on Form 8-K which was filed on February 9, 2011.

US Patent No./ Application No.	Issue Date / Application Date	Title	Description
6,766,175	Issued: 07/20/04	Cordless and Wireless Telephone Docking Station	This patent describes a method to combine wireless (cellular) telephone and a cordless telephone in one system without complex wiring or embedded into a larger system.
6,987,988	Issued: 01/17/06	Cordless and Wireless Telephone Interface and Switching Mode	A system that combines wireless (cellular) phone, cordless telephone and PSTN landline telephone system in one integrated system which allows connectivity to each system and how the electric switching is performed.
7,072,675	Issued: 07/04/06	Wireless System and Method for Multiple Handset Cordless Telephone System	This is a method outlined to combine a wireless (cellular) phone and a multiple handset cordless telephone system. This system receives voice and data from the wireless telephone. A control unit manages the interconnectivity of the TX/RX units and speakerphone. The TX/RX units communicate with multiple cordless handsets.
11/141.819	Filed: 06/01/05	Dual Mode Communication and Method	A full description of D mode CT products where cellular signal is received from wireless carrier and how it’s AT Commands for all functionality are transformed to a cordless telephone CPU to perform as a cellular cordless telephone. It also teaches how an automatic switching is done between PSTN and wireless service and how they are combined to perform as a full two line system.
11/234.297	Filed: 09/23/05	Cordless Telephone with Internet Connectivity	Describes how the paging function of a cordless telephone is used to transfer audio from an internet phone (such as Skype) from a PC to cordless telephone handsets and how dialing out and call receiving is performed on a cordless handset.
11/542.804	Filed: 10/04/06	Internet Telephone Bridge and its Method	Describes how voice and data from one service is transported in its full capacity to another service. This function enables (AirTouch) hardware to perform as a home relay device and thereby making cellular connection seamlessly transported to VoIP and vice versa. This bridging renders and cellular telephone and cellular coverage and extension of the subscribers VoIP service and subscribers
11/593.725	Filed: 11/07/06	Wireless, Cordless, Internet Telephone Method	Further details how cellular, VoIP and other methods of delivery are intertwined within hardware and how the traffic is performed among those services.

For the year ended December 31, 2010 as compared to the year ended December 31, 2009.

Results of Operations.

Revenues. We had no revenue for the years ended December 31, 2010 and 2009.

Operating Expenses and Net Loss. Our net loss from operations of $49,274 for the year ended December 31, 2010. By comparison, our net loss from operations of $42,929 for the year ended December 31, 2009.

Liquidity and Capital Resources. Our total assets were $1,871 as of December 31, 2010, which consisted of cash of $1,871.

Our current liabilities were $25,710 as of December 31, 2010, all of which $25,710 was represented by accounts payable. As of December 31, 2009, our total liabilities were $16,395, $8,664 of which was represented by accounts payable and $7,731 of which was represented by note payable from a related party. We had no other liabilities and no long-term commitments or contingencies as of December 31, 2010.

As of December 31, 2010, we had cash of $1,871, as compared to cash of $845 as of December 31, 2009.

In June 2007, we raised $105,850 in a private placement in exchange for 1,324,375 shares of our common stock, or $0.08 per share. In April 2007, we raised $7,900 in a private placement in exchange for 7,900,000 shares of our common stock, $0.001 per share. We used those proceeds to pay for the development of our wines, marketing expenses and working capital.

~~Effective~~We ~~July~~also 8,license ~~2009,~~the wefollowing ~~borrowed~~patents ~~$3,000~~ from ~~our~~one ~~majority~~of ~~shareholder. This~~our ~~note~~shareholders; ~~bears interest at 10% per annum~~however, isto ~~unsecured,~~date ~~and~~we ishave ~~due~~not onincurred ~~demand.~~any ~~Effective~~costs ~~October~~resulting ~~22, 2009, we borrowed $4,500~~ from ~~our majority shareholder. This note bears interest at 10% per annum, is unsecured, and is due on demand. The balance of~~ this notes payable at December 31, 2009, including accrued interest, was $7,731. We borrowed an additional $4,500 on January 22, 2010 from our parent company. This note bears interest at 10% per annum, is unsecured, and is due on demand.license:

On April 21, 2010, we borrowed an additional $8,000 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand. On July 29, 2010, we borrowed $3,500 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.

US Patent No./ Application No.	Issue Date / Application Date	Title	Description
7,010,311	Issued: 03/07/06	Wireless Node Multiple Handset Cordless Telephone	A wireless and cordless telephone node system. The system includes a node with a wireless transceiver that communicates wireless signals with a wireless network and a cordless transceiver that communicates cordless signals with multiple cordless terminal units. A switch routes calls between the wireless network and the multiple cordless terminals. A variety of cordless terminals are provided that emulate conventional corded telephones, cordless telephones and wireless telephones. The wireless node is designed for both fixed and portable operation.
7,146,180	Issued: 12/05/06	Wireless Node Multiple Handset Cordless Telephone	A wireless and cordless telephone node system. The system includes a node with a wireless transceiver that communicates wireless signals with a wireless network, a cordless transceiver that communicates cordless signals with multiple cordless terminal units, and one or more landline interfaces that couple metallically with the PSTN. A switch routes calls between the landlines, wireless network and the multiple cordless terminals. A subscriber identity module and card interface is provided for control of wireless account user data. A variety of cordless terminals are provided that emulate conventional corded telephones, cordless telephones and wireless telephones. The wireless node is designed for both fixed and portable operation.

On ~~September~~July 3012, ~~2010~~2011, we ~~borrowed~~entered into an ~~additional~~amended $4and restated license agreement,~~600~~ ~~from~~pursuant ~~our~~to ~~majority~~which ~~shareholder,~~we ~~CJM~~were granted the exclusive right to use of the trademark “AirTouch” and associated designs. ~~This~~At ~~note~~the ~~bears~~end ~~interest~~of atthe ~~10%~~three ~~per annum~~years, iswe ~~unsecured,~~have ~~and~~the isoption ~~due~~to oneither ~~demand~~extend the agreement for an additional three years or to purchase the trademarks covered under the agreement.

OnResearch ~~November~~and 2010, our majority shareholder, CJM, advanced us $2,749, which was credited to equity as donated capital. On December 2010, our majority shareholder, CJM, advanced us $1,800, which was credited to equity as donated capital. On December 31, 2010, our majority shareholder, CJM, forgave $30,325 owed to it by us.Development

~~During~~In ~~2010~~April 2011, we ~~incurred~~acquired ~~significant~~a ~~accounting~~49% ~~costs~~interest ~~associated~~in ~~with~~AirTouch ~~the~~Labs, ~~audit~~Inc. offor ~~our financial statements~~$14,696. AirTouch InLabs ~~2011,~~provides weengineering ~~expect~~services ~~that~~to ~~the~~telecommunication ~~legal~~hardware and ~~accounting~~software ~~costs~~businesses. We ofpay ~~being~~AirTouch Labs a ~~public~~monthly ~~company~~service ~~and~~fee ~~costs relating to the business~~ of ~~Waxess~~$54,750 ~~USA~~plus ~~will~~an ~~impact~~additional ~~our~~fee ~~liquidity~~for ~~and~~achieving wecertain ~~may~~performance ~~need~~criteria, towhich ~~obtain~~are ~~funds~~established tofor ~~pay~~each ~~those expenses~~project. During ~~Other than~~ the ~~anticipated~~year ~~increases~~ended inDecember ~~legal~~31, ~~and~~2011, ~~accounting~~we ~~costs~~spent ~~and~~approximately ~~costs~~$2,175,000, ~~relating~~on toproduct ~~the business of Waxess USA~~development, weprincipally ~~are~~related ~~not~~to ~~aware~~our ~~of any other known trends~~U250, ~~events or uncertainties~~X500, ~~which~~X1500 ~~may~~and ~~affect~~related ~~our~~derivative ~~future liquidity~~products.

On February 4, 2011, we entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Waxess USA, Inc., a privately held California corporation (“Waxess USA”), and Waxess Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”). Under the terms of the merger, all of the outstanding shares of Waxess USA were exchanged for 7,500,000 shares of our common stock. In connection with the merger, our majority shareholder agreed to cancel 8,141,042 shares of our common stock that it held.Employees

WeAs ~~are~~of ~~not~~March ~~currently~~21, ~~conducting~~2012, ~~any~~we ~~research~~employed ~~and~~approximately ~~development~~17 ~~activities.~~full-time Weemployees, donone ~~not~~of ~~anticipate~~whom ~~that~~are werepresented ~~will~~by ~~purchase~~labor ~~or sell any significant equipment~~unions. InWe ~~the~~believe ~~event~~ that weour ~~generate~~relationship ~~significant~~with ~~revenues and expand~~ our ~~operations, then we may need to hire additional~~ employees oris ~~independent contractors as well as purchase or lease additional equipment~~satisfactory.

~~Off-Balance~~Available ~~Sheet Arrangements. We had no off-balance sheet arrangements as of December 31, 2010.~~Information

Our website is located at www.AirTouchinc.com. The information on or accessible through our website is not part of this annual report on Form ~~Item~~10-K. A 7Acopy of this annual report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. ~~Quantitative~~20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, and ~~Qualitative~~other ~~Disclosures~~information ~~About~~regarding ~~Market~~our ~~Risk~~filings at www.sec.gov.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The financial statements required by Item 8 are presented in the following order:

Report of Independent Registered Public Accounting Firm	12
Balance Sheets	13
Statement of Operations	14
Statement of Stockholders' Equity (Deficit)	15
Statement of Cash Flows	16
Notes to Financial Statements	17

~~REPORT~~Item OF1A. Risk ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Factors

ToThere ~~The~~are ~~Board~~numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of ~~Directors~~these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and ~~Stockholders~~investors could lose all or part of their investment.

~~Waxess~~Risks ~~Holdings,~~Relating ~~Inc.~~to Our Business

~~(formerly~~Since ~~International~~we ~~Vineyard,~~have ~~Inc~~a limited operating history it is difficult for potential investors to evaluate our business.)

~~San~~We ~~Juan~~commenced ~~Capistrano~~doing business in August 2004 and incorporated in 2008. Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. Since our formation, ~~California~~we have generated only limited and sporadic revenues. As an early stage company, we are subject to the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. Our business is dependent upon the implementation of our business plan. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We have ~~audited~~a ~~the~~history ~~accompanying balance sheets~~ of ~~Waxess~~losses ~~Holdings, Inc. (formerly International Vineyard, Inc.) (A Development Stage Company) as of December 31, 2010~~ and ~~2009~~a ~~and~~large ~~the~~accumulated ~~related statements of operations, changes in stockholders’ equity (~~deficit) and ~~cash~~we ~~flows~~may ~~for~~not ~~the~~be ~~two~~able ~~years~~to ~~then~~achieve ~~ended~~profitability ~~and~~in ~~for~~ the ~~period from April 2, 2007 (inception), through December 31, 2010~~future. ~~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.~~

WeFor ~~conducted our audits in accordance with~~ the ~~standards~~fiscal ofyears ~~the~~ended ~~Public~~December ~~Company~~31, ~~Accounting~~2011 ~~Oversight~~and ~~Board~~2010, ~~(United~~we ~~States). Those~~incurred ~~standards~~net ~~require~~losses ~~that~~of we$9,413,542 ~~plan~~ and ~~perform~~$4,850,375, ~~the~~respectively. As ~~audits~~of toDecember ~~obtain~~31, ~~reasonable~~2011, ~~assurance~~we ~~about~~have ~~whether~~accumulated ~~the~~net ~~financial~~losses ~~statements are free~~ of ~~material misstatement~~$16,124,222. ~~The~~There ~~Company~~can isbe ~~not~~no ~~required~~assurance tothat ~~have,~~we ~~nor~~will ~~were~~be weprofitable ~~engaged~~in tothe ~~perform,~~future. anIf ~~audit~~we ofare ~~its~~not ~~internal~~profitable ~~control~~and ~~over~~cannot ~~financial~~obtain ~~reporting. Our~~sufficient ~~audits~~capital ~~included~~we ~~consideration~~may ofhave ~~internal~~to ~~control~~cease ~~over~~our ~~financial~~operations. ~~reporting~~Our asindependent aregistered ~~basis~~public ~~for~~accounting ~~designing~~firm ~~audit~~has ~~procedures~~issued ~~that~~an ~~are~~unqualified ~~appropriate~~opinion inwith ~~the~~an ~~circumstances,~~explanatory ~~but~~paragraph ~~not~~to ~~for~~ the ~~purpose~~effect ofthat ~~expressing~~there anis ~~opinion~~substantial ondoubt ~~the~~about ~~effectiveness~~our ofability ~~the~~to ~~Company’s~~continue ~~internal~~as ~~control~~a ~~over~~going ~~financial reporting~~concern. ~~Accordingly,~~ weThis ~~express~~unqualified ~~no such~~ opinion~~. An~~ ~~audit~~with ~~also~~an ~~includes~~explanatory ~~examining,~~paragraph oncould have a ~~test~~material ~~basis,~~adverse ~~evidence~~effect ~~supporting~~on ~~the~~our ~~amounts~~business, ~~and disclosures in the~~ financial ~~statements~~condition, ~~assessing~~results ~~the~~of ~~accounting~~operations ~~principles used~~ and ~~significant~~cash ~~estimates~~flows. ~~made~~See by“Management’s ~~management,~~Discussion asand ~~well~~Analysis asof ~~evaluating~~Financial ~~the~~Condition ~~overall~~and ~~financial~~Results ~~statement~~of ~~presentation. We~~Operations ~~believe~~- ~~that~~Liquidity ~~our~~and ~~audits~~Capital ~~provide~~Resources” aand ~~reasonable~~Footnotes ~~basis~~to ~~for~~ our ~~opinion~~financial statements.

InWe ~~our~~may ~~opinion,~~need ~~the~~additional ~~financial~~financing ~~statements referred~~ to ~~above~~execute ~~present~~our ~~fairly,~~business inplan ~~all material respects, the financial position of Waxess Holdings, Inc. (formerly International Vineyard, Inc.) (a Development Stage Company) as of December 31, 2010~~ and ~~2009,~~fund ~~and the results of its~~ operations ~~and its cash flows for the two years then ended and for the period from April 2~~, ~~2007~~which ~~(inception)~~additional ~~through~~financing ~~December~~may ~~31,~~not ~~2010,~~be inavailable ~~conformity~~on ~~with~~reasonable ~~accounting~~terms ~~principles~~or ~~generally~~at ~~accepted in the United States of America~~all.

~~The~~We ~~accompanying financial statements~~ have ~~been~~limited ~~prepared~~funds ~~assuming~~and ~~that~~may ~~the~~not ~~Company~~be ~~will~~able ~~continue as a going concern. As discussed in Note 1~~ to ~~the~~execute ~~accompanying~~our ~~financial~~current ~~statements,~~business ~~the~~plan ~~Company~~and ~~has~~fund ~~incurred~~business ~~net~~operations ~~losses~~long ~~since~~enough ~~inception,~~to ~~and~~achieve asprofitability. Our ofultimate ~~December~~success ~~31,~~may ~~2010~~depend ~~had~~upon anour ~~accumulated~~ability ~~deficit~~to ofraise ~~$192,863~~additional capital. ~~These~~There ~~conditions~~can ~~raise~~be ~~substantial~~no ~~doubt~~assurance ~~about~~that ~~its~~additional ~~ability~~funds towill ~~continue~~be asavailable awhen ~~going~~needed ~~concern.~~from ~~These~~any ~~financial~~source ~~statements~~or, doif ~~not~~available, ~~include~~will ~~any~~be ~~adjustments~~available ~~that~~on ~~might~~terms ~~result~~that ~~from~~are ~~the~~acceptable ~~outcome~~to ~~of this uncertainty~~us.

~~Jonathon~~We Pmay be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity financings. ~~Reuben~~Future financings through equity investments are likely to be dilutive to existing stockholders. Also, Cthe terms of securities we may issue in future capital transactions may be more favorable for our new investors.P Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects.A Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

~~Accountancy~~Our ~~Corporation~~ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in our industry, and the fact that we are not profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

Torrance, California

March 25, 2011

~~WAXESS~~Our ~~HOLDINGS~~industry is subject to rapid technological change, ~~INC~~and we must make substantial investments in new products, services and technologies to compete successfully.

~~(FORMERLY~~New ~~INTERNATIONAL~~technological ~~VINEYARD~~innovations generally require a substantial investment before they are commercially viable. We intend to continue to make substantial investments in developing new products and technologies, ~~INC~~and it is possible that our development efforts will not be successful and that our new technologies will not result in meaningful revenues.) Our future success will depend on our ability to continue to develop and introduce new products, technologies and enhancements on a timely basis. Our future success will also depend on our ability to keep pace with technological developments, protect our intellectual property, satisfy customer requirements, meet consumer expectations, price our products and services competitively and achieve market acceptance. The introduction of products embodying new technologies and the emergence of new industry standards could render our existing products and technologies, and products and technologies currently under development, obsolete and unmarketable. If we fail to anticipate or respond adequately to technological developments or customer requirements, or experience any significant delays in development, introduction or shipment of our products and technologies in commercial quantities, demand for our products and our customers’ and licensees’ products that use our technologies could decrease, and our competitive position could be damaged.

(ACompetitive ~~DEVELOPMENT~~pricing ~~STAGE~~could ~~COMPANY)~~adversely affect our profits.

ASSETS	December 31, 2010			December 31, 2009
Current assets:
Cash and cash equivalents	$	1,871		$	845
Total current assets	$	1,871		$	845
Property and equipment, net of accumulated depreciation		-			311
Other assets		-			1,000
Total assets	$	1,871		$	2,156
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	25,710		$	8,664
Note payable - related party		-			7,731
Total current liabilities		25,710			16,395
Stockholders' equity (deficit)
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2010 and 2009		-			-
Common stock, $0.001 par value; 100,000,000 shares authorized; 9,224,375 shares issued and outstanding at December 31, 2010 and 2009		9,224			9,224
Additional paid-in capital		159,800			120,126
Deficit accumulated during the development stage		(192,863	)		(143,589	)
Total stockholders' equity (deficit)		(23,839	)		(14,239	)
Total liabilities and stockholders' equity (deficit)	$	1,871		$	2,156

Profits suggested by our business plan will attract competitive attention. We already face competition in the consumer electronics space from companies that may have lower fixed and marginal costs. We expect competitors to challenge our patent estate, invent similar products, and introduce product substitutes. There is no assurance that our competitors will not develop more effective or affordable technology in an earlier or more efficient manner. The possibility exists that others may develop more cost effective products and/or processes without effective products. To the extent that our products threaten competitor’s offerings, these competitors can be expected to engage in price-cutting to protect traditional markets. Many of our potential competitors have significantly greater financial and technical resources, and established sales and marketing teams than we do.

~~The~~Defects ~~accompanying~~or ~~notes~~errors ~~are~~in anour ~~integral~~products ~~part~~and ofservices ~~these~~or ~~financial~~in ~~statements~~products made by our suppliers could harm our relations with our customers and expose us to liability. If we experience product recalls, we may incur significant expenses and experience decreased demand for our products.

Our products are inherently complex and may contain defects and errors that are detected only when the products are in use. The design process interface issues are more complex as we enter into new domains of technology, which adds risk to yields and reliability. Because our products are used for both personal and business purposes, such defects or errors could have a serious impact on our end customers, which could damage our reputation, harm our customer relationships and expose us to liability. Defects or impurities in our components, materials or software, equipment failures or other difficulties could adversely affect our ability, and that of our customers, to ship products on a timely basis as well as customer or licensee demand for our products. Any such shipment delays or declines in demand could reduce our revenues and harm our ability to achieve or sustain desired levels of profitability. We and our customers may also experience component or software failures or defects that could require significant product recalls, rework and/or repairs that are not covered by warranty reserves.

If we are unable to attract and retain qualified employees it would adversely impact our business.

Our future success depends largely upon the continued service of our board members, executive officers and other key management and technical personnel. Our success also depends on our ability to continue to attract, retain and motivate qualified personnel. In addition, implementing our product and business strategy requires specialized engineering and other talent, and our revenues are highly dependent on technological and product innovations. The market for such specialized engineering and other talented employees in our industry is extremely competitive. In addition, existing immigration laws make it more difficult for us to recruit and retain highly skilled foreign national graduates of U.S. universities, making the pool of available talent even smaller. Key employees represent a significant asset, and the competition for these employees is intense in the wireless communications industry. In the event of a labor shortage, or in the event of an unfavorable change in prevailing labor and/or immigration laws, we could experience difficulty attracting and retaining qualified employees. We continue to anticipate increases in human resource needs, particularly in engineering. If we are unable to attract and retain the qualified employees that we need, our business may be harmed. We may have particular difficulty attracting and retaining key personnel in periods of poor operating performance given the significant use of incentive compensation by our competitors. Although we intend to in the near future, we currently do not have employment agreements with our key management personnel and do not maintain key person life insurance on any of our personnel. To the extent that new regulations make it less attractive to grant share-based awards to employees or if stockholders do not authorize shares for the continuation of equity compensation programs in the future, we may incur increased compensation costs, change our equity compensation strategy or find it difficult to attract, retain and motivate employees, each of which could materially and adversely affect our business.

~~WAXESS~~It ~~HOLDINGS,~~may ~~INC~~be costly and difficult to enforce our intellectual property rights.

Our success will depend on our ability to: (~~FORMERLY~~i) ~~INTERNATIONAL~~obtain ~~VINEYARD~~patents for product technologies and manufacturing methodologies; (ii) defend patents once applied for and obtained; (iii) maintain trade secrets; and (iv) operate without infringing the intellectual property rights of others, ~~INC~~both in the United States and foreign countries.) Patent positions can be uncertain and involve complex legal and factual issues for which the legal principles remain largely unresolved. We cannot promise that our patents will not be challenged, invalidated, or circumvented. Potential competitors have filed patents in areas related to our research. We may need to expend funds to litigate to defend or enforce our patents against others. It may be difficult for us to obtain and enforce worldwide patent protection because of the cost and legal issues attendant with obtaining patents in each country. Changes in the laws pertaining to the life of a patent may also have an adverse effect on our intellectual property rights.

~~STATEMENT~~We OFdepend ~~OPERATIONS~~upon a limited number of third-party suppliers to manufacture and test component parts, subassemblies and finished goods for our products. If these third-party suppliers do not allocate adequate manufacturing and test capacity in their facilities to produce products on our behalf, or if there are any disruptions in the operations, or the loss, of any of these third parties, it could harm our ability to meet our delivery obligations to our customers, reduce our revenues, increase our cost of sales and harm our business.

							For the period
							April 2, 2007
	Years Ended						(inception) to
	December 31,						December 31,
	2010			2009			2010
Net revenue	$	-		$	-		$	-
Cost of revenue		-			-			-
Gross profit		-			-			-
General and administrative expenses
Legal and professional fees		38,807			38,185			137,297
Salaries and wages		-			3,600			3,600
Officer compensation		-			2,813			2,813
Rent		4,800			6,400			28,716
Licenses and fees		-			1,933			12,225
Meals and entertainment		-			-			3,365
Travel		-			-			5,705
Other general and administrative expenses		2,873			1,323			6,873
Total general and administrative expenses		46,480			54,254			200,594
Loss before other income (expense)		(46,480	)		(54,254	)		(200,594	)
Interest expense		(1,994	)		(231	)		(2,225	)
Gain on relief of indebtness		-			12,356			12,356
Loss from operations		(48,474	)		(42,129	)		(190,463	)
Provision for income taxes		(800	)		(800	)		(2,400	)
Net loss	$	(49,274	)	$	(42,929	)	$	(192,863	)
Basic and diluted earnings (loss) per share	$	-		$	-
Weighted average common shares outstanding		9,224,375			9,224,375

A supplier’s ability to meet our product manufacturing demand is limited mainly by its overall capacity and current capacity availability. Our ability to meet customer demand depends, in part, on our ability to obtain timely and adequate delivery of parts and components from our suppliers. A reduction or interruption in our product supply source, an inability of our suppliers to react to shifts in product demand or an increase in component prices could have a material adverse effect on our business or profitability. Component shortages could adversely affect our ability and that of our customers to ship products on a timely basis and, as a result, our customers’ demand for our products. Any such shipment delays or declines in demand could reduce our revenues and harm our ability to achieve or sustain desired levels of profitability. Additionally, failure to meet customer demand in a timely manner could damage our reputation and harm our customer relationships. Our operations may also be harmed by lengthy or recurring disruptions at any of our suppliers’ manufacturing facilities and by disruptions in the distribution channels from our suppliers and to our customers. Any such disruptions could cause significant delays in shipments until we are able to shift the products from an affected manufacturer to another manufacturer. If the affected supplier was a sole-source supplier, we may not be able to obtain the product without significant cost and delay. The loss of a significant third-party supplier or the inability of a third-party supplier to meet performance and quality specifications or delivery schedules could harm our ability to meet our delivery obligations to our customers and negatively impact our revenues and business operations.

~~The~~Our ~~accompanying~~suppliers ~~notes~~may ~~are~~place anus ~~integral~~on ~~part~~raw material allocation in the event that there are limited supplies of ~~these~~the ~~financial~~raw ~~statements~~materials that we use in our products.

Our contract manufacturers may place us on an allocation due to limited availability of raw materials. In this event, the supplier could elect to allocate raw materials and manufacturing capacity to others and reduce deliveries to us to our detriment. We cannot guarantee that the actions of our suppliers will not cause disruptions in our operations that could harm our ability to meet our delivery obligations to our customers or increase our cost of sales.

We may engage in acquisitions or strategic transactions or make investments that could result in significant changes or management disruption and fail to enhance stockholder value.

From time to time, we may engage in acquisitions or strategic transactions or make investments with the goal of maximizing stockholder value. We may acquire businesses; enter into joint ventures or other strategic transactions and purchase equity and debt securities, including minority interests in publicly-traded and private companies, non-investment-grade debt securities, equity and debt mutual and exchange-traded funds, and corporate bonds/notes. Some of our strategic investments may entail a high degree of risk and will not become liquid until more than one year from the date of investment, if at all. Our acquisitions or strategic investments (either those we have completed or may undertake in the future) may not generate financial returns or result in increased adoption or continued use of our technologies. In addition, our other investments may not generate financial returns or may result in losses due to market volatility, the general level of interest rates and inflation expectations. In some cases, we may be required to consolidate or record our share of the earnings or losses of those companies. Our share of any losses will adversely affect our financial results until we exit from or reduce our exposure to these investments. Achieving the anticipated benefits of acquisitions depends in part upon our ability to integrate the acquired businesses in an efficient and effective manner. The integration of companies that have previously operated independently may result in significant challenges, and we may be unable to accomplish the integration smoothly or successfully. We cannot assure you that the integration of acquired businesses with our business will result in the realization of the full benefits anticipated by us to result from the acquisition. We may not derive any commercial value from the acquired technology, products and intellectual property or from future technologies and products based on the acquired technology and/or intellectual property, and we may be subject to liabilities that are not covered by indemnification protection we may obtain.

~~WAXESS~~We ~~HOLDINGS,~~are ~~INC~~subject to the risks of conducting business outside the United States.

~~(FORMERLY~~A ~~INTERNATIONAL~~significant ~~VINEYARD~~part of our strategy involves our continued pursuit of growth opportunities in a number of international market locations. We market, ~~INC~~sell and service our products internationally.) We expect to continue to expand our international sales operations and to sell products in additional countries and locations. This expansion will require significant management attention and financial resources to successfully develop direct and indirect international sales and support channels, and we cannot assure you that we will be successful or that our expenditures in this effort will not exceed the amount of any resulting revenues. If we are not able to maintain or increase international market demand for our products and technologies, we may not be able to maintain a desired rate of growth in our business. We believe that the wireless markets in China and Latin America, among others, represent growth opportunities for us. If wireless operators in China or Latin America, or the governments of China or Latin America, make technology deployment or other decisions that result in actions that are adverse to the expansion of our technologies, our business could be harmed. We are subject to risks in certain global markets in which wireless operators provide subsidies on wireless device sales to their customers. Increases in device prices that negatively impact device sales can result from changes in regulatory policies related to device subsidies.

~~STATEMENT~~Our OFearnings ~~STOCKHOLDERS'~~are ~~EQUITY~~subject ~~(DEFICIT)~~to substantial quarterly and annual fluctuations and to market downturns.

								Deficit
								accumulated
					Additional			during the			Total
	Common stock				paid-in			development			stockholders'
	Shares		Amount		capital			stage			equity (deficit)
Balance at April 2, 2007 date of incorporation		-	$	-	$	-		$	-		$	-
Issuance of founder shares for cash at $0.001 per share in April 2007		3,000,000		3,000		-			-			3,000
Issuance of common stock for cash at $0.001 per share in April 2007		4,900,000		4,900		-			-			4,900
Issuance of common stock for cash at $0.08 per share in June 2007		1,324,375		1,324		104,526			-			105,850
Costs incurred in private offering		-		-		(5,000	)		-			(5,000	)
Additional paid-in capital in exchange for facilities provided by related party		-		-		2,400			-			2,400
Net loss from inception to December 31, 2007		-		-		-			(41,988	)		(41,988	)
Balance at December 31, 2007		9,224,375		9,224		101,926			(41,988	)		69,162
Net loss for the year ended December 31, 2008		-		-		-			(58,672	)		(58,672	)
Balance at December 31, 2008		9,224,375		9,224		101,926			(100,660	)		10,490
Contributed capital from shareholders		-		-		15,000			-			15,000
Additional paid-in capital in exchange for facilities provided by related party		-		-		3,200			-			3,200
Net loss for the year ended December 31, 2009		-		-		-			(42,929	)		(42,929	)
Balance at December 31, 2009		9,224,375		9,224		120,126			(143,589	)		(14,239	)
Additional paid-in capital in exchange for facilities provided by related party		-		-		4,800			-			4,800
Contributed capital from majority shareholder						4,549						4,549
Additional paid-in capital for forgiveness of debt by majority shareholder						30,325						30,325
Net loss for the year ended December 31, 2010		-		-		-			(49,274	)		(49,274	)
Balance at December 31, 2010		9,224,375	$	9,224	$	159,800		$	(192,863	)	$	(23,839	)

Our revenues and earnings may fluctuate significantly in the future. General economic or other political conditions may cause a downturn in the market for our products or technology. A future downturn in the market for our products or technology could adversely affect our operating results and increase the risk of substantial quarterly and annual fluctuations in our earnings. Any prolonged credit crisis or currency crisis may result in the insolvency of key suppliers resulting in product delays; delays in reporting and/or payments from our distributors; the inability of our customers to obtain credit to finance purchases of our products; customer insolvencies that impact our customers’ ability to pay us and cause our customers to change delivery schedules, cancel committed purchase orders or reduce purchase order commitment projections; uncertainty in global economies, which could impact demand for our products in various regions; counterparty failures negatively impacting our treasury operations; and the inability to utilize federal and/or state capital loss carryovers. Our future operating results may be affected by many factors, including, but not limited to: our ability to retain existing or secure anticipated customers, both domestically and internationally; our ability to develop, introduce and market new products and services on a timely basis; management of inventory by us and our customers and their customers in response to shifts in market demand; changes in the mix of products developed, produced and sold; seasonal customer demand; and disputes with our customers. These factors affecting our future earnings are difficult to forecast and could harm our quarterly and/or annual operating results.

~~The~~If ~~accompanying~~we ~~notes~~ are anunable ~~integral~~to ~~part~~manage offuture ~~these~~expansion effectively, our business, operations and financial ~~statements~~condition may suffer significantly, resulting in decreased productivity.

If our products prove to be commercially valuable, it is likely that we will experience a rapid growth phase that could place a significant strain on our managerial, administrative, technical, operational and financial resources. Our organization, procedures and management may not be adequate to fully support the expansion of our operations or the efficient execution of our business strategy. If we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting in decreased productivity.

Our business results will be subject to fluctuations in foreign currencies.

We plan to expand our business into foreign countries. It is unlikely that we will be able to purchase products and services and sell products and services in United States (U.S.) dollars; therefore, our financial results will be subject to certain risks associated with the value of those foreign currencies relative to the value of the US dollar. This risk could negatively impact both financial results and cash flows.

~~WAXESS~~Compliance ~~HOLDINGS,~~with ~~INC~~changing regulation of corporate governance and public disclosure may result in additional expenses.

~~(FORMERLY~~Changing ~~INTERNATIONAL~~laws, ~~VINEYARD~~regulations and standards relating to corporate governance and public disclosure may create uncertainty regarding compliance matters. New or changed laws, ~~INC~~regulations and standards are subject to varying interpretations in many cases.) As a result, their application in practice may evolve over time. We are committed to maintaining high standards of corporate governance and public disclosure. Complying with evolving interpretations of new or changed legal requirements may cause us to incur higher costs as we revise current practices, policies and procedures, and may divert management time and attention from revenue generating to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation might also be harmed.

~~STATEMENT~~Risks OFRelating ~~CASH~~to ~~FLOWS~~Our Industry

							For the period
							April 2, 2007
	Years Ended						(inception) to
	December 31,						December 31,
	2010			2009			2010
Cash flows from operating activities
Net loss	$	(49,274	)	$	(42,929	)	$	(192,863	)
Adjustments to reconcile net loss to net cash used in operating activities:
Additional paid-in capital in exchange for facilities provided
by related party		4,800			3,200			10,400
Forgiveness of debt		-			(12,356	)		(12,356	)
Depreciation		311			620			1,861
Changes in operating assets and liabilities:
Other assets		1,000			-			-
Accounts payable and accrued expenses		19,040			6,611			40,291
Net cash used in operating activities		(24,123	)		(44,854	)		(152,667	)
Cash flows from investing activities
Purchase of fixed assets		-			-			(1,861	)
Net cash used in investing activities		-			-			(1,861	)
Cash flows from financing activities
Proceeds from issuance of common stock		-			-			113,750
Proceeds from note payable		20,600			7,500			28,100
Costs incurred in private placement offering		-			-			(5,000	)
Contributed capital from shareholders		4,549			15,000			15,000
Net cash provided by financing activities		25,149			22,500			151,850
Net increase (decrease) in cash and cash equivalents		1,026			(22,354	)		(2,678	)
Cash and cash equivalents, beginning of period		845			23,199			-
Cash and cash equivalents, end of period	$	1,871		$	845		$	(2,678	)
Supplemental disclosure of cash flow information
Income taxes paid	$	-		$	800		$	1,600
Interest paid	$	-		$	-		$	-

Government regulation and policies of industry standards bodies may adversely affect our business.

~~The~~Our ~~accompanying~~products ~~notes~~ are ansubject ~~integral~~to ~~part~~various regulations, including Federal Communications Commission (FCC) regulations in the United States and other international regulations, as well as the specifications of ~~these~~national, regional and international standards bodies. Changes in the regulation of our activities, including changes in the allocation of available spectrum by the United States government and other governments, or exclusion or limitation of our technology or products by a government or standards body, could have a material adverse effect on our business, operating results, liquidity and financial ~~statements~~position.

If wireless devices pose safety risks, we may be subject to new regulations, and demand for our products may decrease.

Concerns over the effects of radio frequency emissions, even if unfounded, may have the effect of discouraging the use of wireless devices, which may decrease demand for our products and those of our customers. In recent years, the FCC and foreign regulatory agencies have updated the guidelines and methods they use for evaluating radio frequency emissions from radio equipment, including wireless phones and other wireless devices. In addition, interest groups have requested that the FCC investigate claims that wireless communications technologies pose health concerns and cause interference with airbags, hearing aids and medical devices. Concerns have also been expressed over the possibility of safety risks due to a lack of attention associated with the use of wireless devices while driving. Any legislation that may be adopted in response to these expressions of concern could reduce demand for our products and those of our customers in the United States as well as foreign countries.

Global economic conditions that impact the wireless communications industry could negatively affect our revenues and operating results.

A future decline in global economic conditions could have adverse, wide-ranging effects on demand for our products and for the products of our customers. We cannot predict other negative events that may have adverse effects on the economy, on demand for wireless device products or on wireless device inventories and wireless operators. Inflation and/or deflation and economic recessions that adversely affect the global economy and capital markets also adversely affect our customers and our end consumers. For example, our customers’ ability to purchase or pay for our products and services, obtain financing and upgrade wireless networks could be adversely affected, leading to cancellation or delay of orders for our products. Also, our end consumers’ standards of living could be lowered, and their ability to purchase wireless devices based on our technology could be diminished. Inflation could also increase our costs of raw materials and operating expenses and harm our business in other ways, and deflation could reduce our revenues if product prices fall. Any of these results from worsening global economic conditions could negatively affect our revenues and operating results. Because we intend to continue to make significant investments in research and development and to maintain extensive ongoing customer service and support capability, any decline in the rate of growth of our revenues will have a significant adverse impact on our operating results.

~~WAXESS~~Risks ~~HOLDINGS,~~Relating ~~INC.~~to our Organization and our Common Stock

~~(FORMERLY~~If ~~INTERNATIONAL~~we ~~VINEYARD~~fail to establish and maintain an effective system of internal control, ~~INC~~we may not be able to report our financial results accurately or to prevent fraud.) Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

~~NOTES~~Effective TOinternal ~~FINANCIAL~~control ~~STATEMENTS~~is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and potential internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

~~(1)~~Public ~~NATURE~~company OFcompliance ~~BUSINESS~~may ~~AND~~make ~~SUMMARY~~it OFmore ~~SIGNIFICANT~~difficult ~~ACCOUNTING~~to ~~POLICIES~~attract and retain officers and directors.

~~NATURE~~The OFSarbanes-Oxley ~~BUSINESS~~Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, these rules and regulations have increased our compliance costs in 2011 and beyond and make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

~~The~~Because ~~Company~~we isbecame ~~currently~~public awith development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the State of Delaware on April 2, 2007. The Company is developing a ~~wholesale~~reverse ~~and distribution business that specializes in providing French and California sourced wines~~merger, ~~via~~we ~~several~~may ~~company-owned~~not ~~brands,~~be toable ~~the Chinese market. In May 2007, the Company received its license~~ to ~~operate~~attract ~~as a distributor from~~ the ~~California~~attention ~~Department~~ of ~~Alcoholic~~major ~~Beverage~~brokerage ~~Control~~firms. ~~As of December 31, 2010, the Company has not reported any revenue and will continue to report as a development stage company until significant revenues are produced.~~

OnThere ~~May~~may 8,be ~~2009,~~risks ~~the~~associated ~~Company~~with ~~became~~our becoming public through a ~~majority~~“reverse ~~owned~~merger.” Securities ~~subsidiary~~analysts of ~~CJM~~major ~~Strategies~~brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common Stock. No assurance can be given that brokerage firms will, ~~LLC~~in the future, want to conduct any secondary offerings on behalf of our post-Merger company.

~~BASIS~~Our OFstock ~~PRESENTATION~~price ~~AND~~may ~~GOING~~be ~~CONCERN~~volatile.

The ~~accompanying~~stock ~~financial~~market ~~statements have been prepared~~ in ~~conformity~~general, ~~with~~and ~~accounting principles generally accepted in~~ the ~~United~~stock ~~States~~prices of ~~America,~~technology-based ~~which contemplate continuation of the Company as a going concern. The Company has incurred net losses since inception,~~ and aswireless ofcommunications ~~December~~companies ~~31,~~in ~~2010~~particular, ~~had~~have anexperienced ~~accumulated~~volatility ~~deficit~~that ofoften ~~$192,863.~~has ~~These~~been ~~conditions~~unrelated ~~raise substantial doubt as~~ to the ~~Company's~~operating ~~ability~~performance toof ~~continue~~any asspecific apublic ~~going concern~~company. The ~~These~~market ~~financial~~price ~~statements~~of doour ~~not~~common ~~include~~stock ~~any~~is ~~adjustments~~likely ~~that~~to ~~might~~be ~~result~~highly ~~from~~volatile ~~the~~and ~~outcome~~could offluctuate ~~this~~widely ~~uncertainty.~~in ~~These~~price ~~financial~~in ~~statements~~response ~~do not include any adjustments relating~~ to ~~the~~various ~~recoverability and classification of recorded asset amounts~~factors, ormany ~~amounts and classification~~ of ~~liabilities~~which ~~that~~are ~~might~~beyond beour ~~necessary~~control, ~~should~~including the ~~Company be unable to continue as a going concern.~~following:

~~Management~~· ~~recognizes~~changes that the Company must generate additional resources to enable it to continue operations. Management intends to raise additional financing through debt financing and equity financing or through other means that it deems necessary, with a view to moving forward and sustaining a prolonged growth in ~~its~~our strategy phases. However, no assurance can be given that the Company will be successful in raising additional capital. Further, even if the company raises additional capital, there can be no assurance that the Company will achieve profitability or positive cash flow. If management is unable to raise additional capital and expected significant revenues do not result in positive cash flow, the Company will not be able to meet its obligations and may have to cease operations.industry;

~~USE~~· OFcompetitive ~~ESTIMATES~~pricing pressures;

~~The~~· ~~preparation~~our ofability ~~financial statements in conformity with accounting principles generally accepted in the United States of America requires management~~ to ~~make~~obtain ~~estimates~~working ~~and~~capital 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 reported periods. Actual results could materially differ from those estimates.financing;

~~CASH~~· ~~AND~~additions ~~CASH~~or ~~EQUIVALENTS~~departures of key personnel;

~~The~~· ~~Company~~limited ~~considers~~"public ~~all~~float" ~~highly~~in ~~liquid~~the ~~debt~~hands ~~instruments~~of ~~and~~a ~~other~~small ~~short-term~~number ~~investments~~of ~~with~~persons awhose ~~maturity~~sales or lack of ~~three~~sales ~~months~~could result in positive or ~~less,~~negative ~~when~~pricing ~~purchased,~~pressure toon bethe ~~cash~~market ~~equivalents.~~price for our common stock;

The Company maintains a cash balance at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method and with useful lives used in computing depreciation ranging from 3 to 5 years. 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. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.

LONG-LIVED ASSETS

The Company accounts for its long-lived assets in accordance with ASC No. 360-10, “Impairment or Disposal of Long-Lived Assets." ASC No. 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value. As of December 31, 2010, the Company did not deem any of its long-term assets to be impaired.

~~WAXESS~~· ~~HOLDINGS,~~sales ~~INC.~~of our common stock ;

~~(FORMERLY~~· ~~INTERNATIONAL~~our ~~VINEYARD,~~ability ~~INC.)~~to execute our business plan;

~~NOTES~~· TOoperating ~~FINANCIAL~~results ~~STATEMENTS~~that fall below expectations;

~~(1)~~· ~~NATURE~~loss OFof ~~BUSINESS~~any ~~AND~~strategic ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (C)~~relationship;

~~BASIC~~· ~~AND~~regulatory ~~DILUTED INCOME (LOSS) PER SHARE~~developments;

In· ~~accordance~~economic with ASC No. 260, "Earnings Per Share," basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income 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 ifother ~~the~~external ~~additional common shares were dilutive. As of December 31, 2010, the Company did not have any equity or debt instruments outstanding that can be converted into common stock.~~factors;

~~PROVISION~~· ~~FOR~~period-to-period ~~INCOME~~fluctuations ~~TAXES~~in our financial results; and

~~The~~· ~~Company~~inability accounts for income taxes under ASC 740, "Accounting for Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to ~~differences~~develop ~~between~~or ~~the~~acquire ~~financial~~new statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or ~~settled.~~needed ~~Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs~~technology. ~~A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.~~

~~FAIR~~In ~~VALUE~~addition, OFthe ~~FINANCIAL~~securities ~~INSTRUMENTS~~markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

~~Pursuant~~We tohave ~~ASC~~not ~~No.~~paid ~~820,~~dividends ~~“Fair~~in ~~Measurements~~the past and ~~Disclosures”,~~do ~~the~~not ~~Company~~expect isto ~~required~~pay todividends ~~estimate~~in the ~~fair~~future. Any ~~value~~return ~~of all financial instruments included~~ on ~~its~~investment ~~balance~~may ~~sheet~~be aslimited ofto ~~December 31, 2010. The Company’s financial instruments consist of cash, accounts payable, and note payable – related party. The Company considers~~ the ~~carrying~~ value of ~~such~~our ~~amounts~~common ~~in the financial statements to approximate their fair value~~stock.

~~REVENUE~~We ~~RECOGNITION~~have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

~~The~~There ~~Company~~is ~~has~~currently ~~not~~no ~~generated~~liquid ~~any~~trading ~~income~~market ~~since~~for ~~its~~our ~~inception~~common stock and we cannot ensure that one will ever develop or be sustained.

~~RECENT~~To ~~ACCOUNTING~~date ~~PRONOUNCEMENTS~~there has been no liquid trading market for our common stock. We cannot predict how liquid the market for our common stock might become. Our common stock is quoted for trading on the OTC Bulletin Board, however, and as soon as is practicable we anticipate applying for listing of our common stock on either the NYSE Amex, The Nasdaq Capital Market or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards, and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remain quoted on the OTC Bulletin Board or suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

~~In January 2011~~Furthermore, ~~the~~for ~~Financial~~companies ~~Accounting~~whose ~~Standards~~securities ~~Board~~are ~~(FASB)~~traded ~~issued Accounting Standards Update 2011-01 (ASU 2011-01) Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings~~ in ~~Update No. 2010-20. ASU 2011-01 temporarily delays~~ the ~~effective~~OTC ~~date~~Bulletin ofBoard, ~~the~~it ~~disclosures~~is ~~about~~more ~~troubled~~difficult ~~debt~~(1) ~~restructurings. The~~to ~~effective~~obtain ~~date~~accurate ~~of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently~~quotations, ~~the~~(2) ~~guidance is anticipated~~ to beobtain ~~effective~~coverage for ~~interim~~significant ~~and~~news ~~annual~~events ~~period~~because ~~ending~~major ~~after~~wire ~~June~~services ~~15,~~generally ~~2011. The~~do ~~Company does~~ not ~~expect~~publish ~~the~~press ~~provisions~~releases ofabout ~~ASU~~such ~~2011-01 to have a material effect on its financial position~~companies, ~~results~~and of(3) ~~operations~~to orobtain ~~cash~~needed ~~flows~~capital.

In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-29 (ASU 2010-29) Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in the Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in the Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company does not expect the provisions of ASU 2010-29 to have a material effect on its financial position, results of operations or cash flows.

In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-28 (ASU 2010-28) Intangibles – Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issued Task Force). The amendments in the Update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more like than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The Company does not expect the provisions of ASU 2010-28 to have a material effect on its financial position, results of operations or cash flows.

~~WAXESS~~Our ~~HOLDINGS~~common stock is currently deemed a “penny stock,” ~~INC~~which makes it more difficult for our investors to sell their shares.

Our common stock is subject to the “penny stock” rules adopted under Section 15(~~FORMERLY~~g) ~~INTERNATIONAL~~of ~~VINEYARD,~~the ~~INC~~Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The Nasdaq Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

~~NOTES~~Offers TOor ~~FINANCIAL~~availability ~~STATEMENTS~~for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

~~(2)~~If ~~PROPERTY~~our ~~AND~~stockholders ~~EQUIPMENT~~sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

A summary as of December 31, 2010, is as follows:
Computer equipment	$ 1,861
Less accumulated depreciation	(1,861	)
	$ -

Exercise of options and warrants may have a dilutive effect on our common stock.

~~The~~If ~~computer~~the ~~equipment~~price per share of our common stock at the time of exercise of any warrants, options or any other convertible securities is ~~being~~in ~~depreciated~~excess onof athe ~~straight-line~~various ~~basis~~exercise ~~over~~or ~~its~~conversion ~~estimated~~prices ~~useful~~of ~~life~~such convertible securities, exercise or conversion of 3such ~~years~~convertible securities would have a dilutive effect on our common stock. ~~Depreciation~~As ~~expense~~of ~~amounted~~March 21, 2012, we had (i) outstanding warrants to ~~$311~~purchase 10,377,258 shares of our common stock; and ~~$620~~(ii) ~~for~~outstanding ~~the~~options ~~years~~to ~~ended~~purchase ~~December~~1,568,196 31shares of our common stock. Further, ~~2010~~any ~~and~~additional ~~2009~~financing that we secure may require the granting of rights, ~~respectively~~preferences or privileges senior to those of our common stock and which result in additional dilution of the existing ownership interests of our common stockholders.

~~(3)~~Investor ~~STOCKHOLDERS'~~relations ~~EQUITY~~activities, ~~(DEFICIT)~~nominal “float” and supply and demand factors may affect the price of our common stock.

~~The~~We ~~Company~~expect isto ~~authorized~~utilize tovarious ~~issue~~techniques upsuch as non-deal road shows and investor relations campaigns in order to 50create investor awareness for our company. These campaigns may include personal,~~000,000~~ ~~shares~~video ofand $0telephone conferences with investors and prospective investors in which our business practices are described.~~001~~ We ~~par~~may ~~value~~provide ~~common~~compensation ~~stock~~to investor relations firms and 5pay for newsletters,~~000~~ websites,~~000~~ ~~shares~~mailings ofand ~~$0.001~~email ~~par~~campaigns ~~value~~that ~~preferred~~are ~~stock~~produced by third-parties based upon publicly-available information concerning us. ~~Each~~We ~~share~~will not be responsible for the content of ~~common~~analyst ~~stock~~reports ~~shall~~and ~~entitle~~other ~~the~~writings ~~holder~~and tocommunications ~~one~~by ~~vote,~~investor inrelations ~~person~~firms ornot authored by ~~proxy,~~us onor ~~any~~from ~~matter~~publicly onavailable ~~which~~information. We ~~action~~do ofnot intend to review or approve the ~~stockholders~~content of ~~this~~such ~~corporation~~analysts’ isreports ~~sought~~or other materials based upon analysts’ own research or methods. ~~The~~Investor ~~holders~~relations offirms ~~shares~~should ofgenerally ~~preferred~~disclose ~~stock~~when ~~shall~~they ~~have~~are nocompensated ~~right~~for totheir ~~vote~~efforts, but whether such ~~shares~~disclosure is made or complete is not under our control. Our investors may be willing, ~~with~~from ~~certain~~time ~~exceptions~~to astime, ~~determined~~to byencourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the ~~Board~~trading market of ~~Directors~~our common stock.

InThe ~~April~~SEC ~~2007~~and Financial Industry Regulatory Authority (FINRA) enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the ~~Company~~hallmarks ~~issued~~of 7“pump and dump” activities may exist,~~900,000~~ such as rapid share price increases or decreases. We and our shareholders may be subjected to enhanced regulatory scrutiny due to the small number of holders who initially will own the registered shares of ~~its~~our common stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTC Bulletin Board or the OTCQB Marketplace (Pink OTC) or pink sheets. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to ~~its~~deceive ~~founders~~or atdefraud $investors by controlling or artificially affecting the price of securities.~~001~~ Often ~~per~~times, ~~share~~manipulation ~~for~~is anassociated ~~aggregate~~by ~~total~~regulators with forces that upset the supply and demand factors that would normally determine trading prices. Securities regulators have often cited thinly-traded markets, small numbers of $7holders,~~900~~ and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that our or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock, will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of stock.

In June 2007, the Company performed a private placement and issued 1,324,375 shares of common stock at $0.08 per share for an aggregate total of $105,850.

In October 2007, the Company submitted its Registration Statement on Form SB-2 for the registration of 1,524,375 shares of its outstanding common stock. On October 15, 2007, the Company’s registration statement was declared effective by the Securities and Exchange Commission.

In May 2009, the Company’s officer paid $15,000 as partial payment towards the balance due the Company’s legal counsel. The remaining balance due of $12,356 was forgiven.

In November 2010, the Company’s majority shareholder, CJM Strategies, advanced the Company $2,749 which was credited to equity as donated capital.

In December 2010, the Company’s majority shareholder, CJM Strategies, advanced the Company $1,800 which was credited to equity as donated capital.

On December 31, 2010, the Company’s majority shareholder, CJM Strategies, forgave $30,325 owed to it by the Company. As the cancellation of debt was a related party transaction, no gain or loss was recognized on the cancellation and the balance of the debt was credited to equity.

(4) PROVISION FOR INCOME TAXES

As of December 31, 2010, the Company has an estimated federal net operating loss carryforward of approximately $179,000 which can be used to offset future federal income tax. The federal net operating loss carryforward expires in 2030. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

As of December 31, 2010, the Company had the following deferred tax assets that related to its net operating losses. A 100% valuation allowance has been established; as management believes it more likely than not that the deferred tax assets will not be realized:

Federal loss carryforward (@ 34%)	$	60,900
Less: valuation allowance		(60,900	)
Net deferred tax asset	$	--

The Company’s valuation allowance increased by $15,100 and $18,700 for the years ended December 31, 2010 and 2009. Due to the change in ownership as discussed in Note 1, the amount of net operating loss that the Company may utilize in a future year may be limited under IRC Section 382.

~~WAXESS~~Because ~~HOLDINGS~~our directors and executive officers are among our largest stockholders, ~~INC~~they can exert significant control over our business and affairs and have actual or potential interests that may depart from other shareholders.

~~(FORMERLY~~The ~~INTERNATIONAL~~holdings ~~VINEYARD,~~of ~~INC~~our directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional shares of our common stock.) The interests of such persons may differ from the interests of our other stockholders. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

~~NOTES~~· TOto ~~FINANCIAL~~elect ~~STATEMENTS~~or defeat the election of our directors;

~~(5)~~· ~~FAIR~~to ~~VALUE~~amend ~~MEASUREMENTS~~or prevent amendment of our certificate of incorporation or bylaws;

~~Determination~~· to effect or prevent a merger, sale of ~~Fair~~assets ~~Value~~or other corporate transaction; and

~~The~~· ~~Company’s~~to ~~financial~~control ~~instruments~~the ~~consist~~outcome of ~~cash~~any ~~and~~other ~~accounts~~matter ~~payable~~submitted ~~and~~to ~~accrued~~our ~~expenses.~~stockholders ~~The~~for ~~Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations~~vote.

~~The~~Such ~~Company~~persons’ ~~complies~~stock ~~with~~ownership ~~the~~may ~~provisions~~discourage ofa ~~ASC~~potential ~~No.~~acquirer ~~820-10~~from ~~(ASC~~making ~~820-10),~~a ~~“Fair~~tender ~~Value~~offer ~~Measurements~~or ~~and~~otherwise ~~Disclosures.” ASC~~attempting ~~820-10 relates~~ to ~~financial~~obtain ~~assets~~control ~~and~~of ~~financial~~our ~~liabilities. ASC 820-10 defines fair value~~company, ~~establishes~~which ~~a framework for measuring fair value~~ in ~~accounting~~turn ~~principles~~could ~~generally~~reduce ~~accepted~~our instock ~~the~~price ~~United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require~~ or ~~permit~~prevent ~~fair~~our ~~value~~stockholders ~~measurements~~from ~~and~~realizing ~~are~~a topremium beover ~~applied~~our ~~prospectively~~stock ~~with limited exceptions~~price.

~~ASC~~Our ~~820-10~~certificate ~~defines~~of ~~fair~~incorporation ~~value~~allows asfor ~~the~~our ~~price~~board ~~that would be received~~ to ~~sell~~create annew ~~asset~~series orof ~~paid~~preferred tostock ~~transfer~~without afurther ~~liability~~approval inby anour orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptionsstockholders, ~~about~~which ~~market~~could ~~participant~~adversely ~~assumptions,~~affect ~~that are developed based on~~ the ~~best~~rights ~~information available in the circumstances (unobservable inputs). The fair value hierarchy consists~~ of ~~three broad levels, which gives~~ the ~~highest~~holders ~~priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels~~ of ~~the~~our ~~fair~~common ~~value hierarchy under ASC 820-10 are described below:~~stock.

~~Level 1~~Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. ~~Unadjusted~~ ~~quoted~~Our ~~prices~~board inof ~~active~~directors ~~markets~~also has the authority to issue preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are ~~accessible~~distributed atto the ~~measurement~~holders ~~date~~of ~~for~~common ~~identical~~stock and the right to the redemption of the shares, ~~unrestricted~~together ~~assets~~with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or ~~liabilities~~that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

~~Level 2. Inputs~~Because ~~other~~our ~~than~~common ~~quoted~~stock ~~prices~~is ~~included~~not ~~within~~registered ~~Level~~under ~~1 that are observable for~~ the ~~asset~~Exchange ~~or liability~~Act, ~~either~~we ~~directly~~will ornot ~~indirectly,~~be ~~including~~subject ~~quoted~~to ~~prices~~the ~~for~~federal ~~similar~~proxy ~~assets~~rules orand ~~liabilities~~our indirectors, ~~active~~executive ~~markets;~~offices ~~quoted~~and ~~prices~~10% ~~for~~beneficial ~~identical~~holders orwill ~~similar~~not ~~assets~~be orsubject ~~liabilities~~to inSection ~~markets~~16 ~~that~~of ~~are~~the ~~not~~Exchange ~~active;~~Act. ~~inputs~~In ~~other~~addition, ~~than~~our ~~quoted~~reporting ~~prices~~obligations ~~that~~under ~~are~~Section ~~observable~~15(d) ~~for~~of the ~~asset~~Exchange orAct ~~liability~~may ~~(e.g.,~~be ~~interest~~suspended ~~rates);~~automatically ~~and~~if ~~inputs~~we ~~that~~have ~~are~~fewer ~~derived~~than ~~principally~~300 ~~from~~shareholders orof ~~corroborated~~record byon ~~observable~~the ~~market~~first ~~data~~day byof ~~correlation~~our orfiscal ~~other means~~year.

~~Level 3~~Our common stock is not registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that, we will register our common stock under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders of record, in accordance with Section 12(g) of the Exchange Act, or if our common stock becomes listed on a national securities exchange in accordance with Section 12(b) of the Exchange Act). ~~Inputs~~ As a result, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that ~~are~~have ~~both~~securities ~~significant~~registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the ~~fair~~Securities ~~value~~and ~~measurement~~Exchange Commission (“SEC”) a proxy statement and ~~unobservable~~form of proxy complying with the proxy rules. ~~These~~In ~~inputs~~addition, ~~rely~~so onlong ~~management's~~as ~~own~~our ~~assumptions~~common ~~about~~stock is not registered under the ~~assumptions~~Exchange ~~that~~Act, ~~market~~our ~~participants~~directors ~~would~~and ~~use~~executive inofficers ~~pricing~~and ~~the~~beneficial ~~asset~~holders of 10% or ~~liability~~more of our outstanding common stock will not be subject to Section 16 of the Exchange Act. ~~The~~Section ~~unobservable~~16(a) ~~inputs~~of ~~are~~the ~~developed~~Exchange ~~based~~Act onrequires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the ~~best~~SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5 respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this registration statement and any other registration statement and periodic reports we file hereafter. Furthermore, so long as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any year (other than a year in which a registration statement under the ~~circumstances~~Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and ~~may~~does ~~include~~not require any filing with the ~~Company's~~SEC. ~~own~~In ~~data~~such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

Application of Valuation Hierarchy

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Cash. The Company assessed that the fair value of cash to approximate its carrying value based on the effective yields of similar obligations.

Accounts payable and accrued expenses. The Company assessed that the fair value of this liability to approximates its carrying value due to its short-term nature.

The methodology described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.

The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:

		December 31, 2010
	Level	Fair Value		Carrying Amount
Assets
Cash	1	$	1,871	$	1,871
Liabilities
Accounts payable and accrued expenses	2	$	25,710	$	25,710

~~WAXESS~~Item ~~HOLDINGS, INC~~1B. Unresolved Staff Comments

~~(FORMERLY~~Not ~~INTERNATIONAL VINEYARD, INC~~applicable.)

~~NOTES~~Item ~~TO FINANCIAL STATEMENTS~~2. Properties

(Our executive offices are located in 5,507 square feet of leased office space at 1401 Dove Street, Suite 330, Newport Beach, California 92660. The lease rate is $6),980 ~~RELATED-PARTY~~per ~~TRANSACTIONS~~month. The lease expires on October 31, 2014. We believe the facilities to be adequate for our foreseeable needs.

~~Effective~~We ~~July~~also 8lease 650 square feet of office space located at 5B Maison d'U 1-10-4 Shibuya, ~~2009~~Shibuya-ku, ~~the~~Tokyo, ~~Company~~Japan ~~borrowed~~for $3220,000 ~~from~~Japanese ~~its~~yen ~~majority~~per ~~shareholder~~month (or $2,680 ~~CJM~~per ~~Strategies~~month based on currency exchange rates as of March 12, ~~LLC~~2012). ~~This~~The ~~note~~lease ~~bears~~expires ~~interest~~on atOctober ~~10%~~31, ~~per~~2013. We ~~annum,~~believe the facility is ~~unsecured,~~adequate for our existing needs and isthe ~~due~~needs onfor ~~demand~~the foreseeable future.

~~Effective~~Item ~~October 22, 2009, the Company borrowed $4,500 from its majority shareholder, CJM Strategies, LLC~~3. ~~This~~ Legal ~~note bears interest at 10% per annum, is unsecured, and is due on demand.~~Proceedings

~~Effective~~As ~~January~~of ~~22, 2010,~~ the ~~Company~~date ~~borrowed~~of $4this report,~~500~~ ~~from~~there ~~its~~are ~~majority~~no ~~shareholder,~~pending ~~CJM~~legal ~~Strategies,~~proceedings ~~LLC. This~~to ~~note~~which ~~bears~~we ~~interest~~or atour ~~10%~~properties ~~per~~are ~~annum~~subject, isexcept ~~unsecured,~~for ~~and~~routine islitigation ~~due~~incurred onin ~~demand~~the normal course of business.

~~Effective~~Item ~~April 21, 2010, the Company borrowed $8,000 from its majority shareholder, CJM Strategies, LLC~~4. ~~This~~ Mine ~~note~~Safety ~~bears interest at 10% per annum, is unsecured, and is due on demand.~~Disclosures

~~Effective~~Not ~~July 29, 2010, the Company borrowed $3,500 from its majority shareholder, CJM Strategies, LLC~~applicable. ~~This note bears interest at 10% per annum, is unsecured, and is due on demand.~~

~~Effective~~PART ~~September 30, 2010, the Company borrowed $4,600 from its majority shareholder, CJM Strategies, LLC. This note bears interest at 10% per annum, is unsecured, and is due on demand.~~II

InItem ~~November~~5. ~~2010,~~Market ~~the~~for ~~Company~~Registrant’s ~~majority~~Common ~~shareholder~~Equity, ~~CJM~~Related ~~Strategies,~~Stockholder ~~advanced~~Matters ~~the~~and ~~Company~~Issuer ~~$2,749~~Repurchases ~~which~~of ~~was~~Equity ~~credited to equity as donated capital.~~Securities

InMarket ~~December 2010, the Company’s majority shareholder, CJM Strategies, advanced the Company $1,800 which was credited to equity as donated capital.~~Information

OnOur ~~December~~common ~~31,~~stock ~~2010,~~has been quoted on the ~~Company’s~~OTC ~~majority~~Bulletin ~~shareholder,~~Board ~~CJM~~since ~~Strategies,~~June ~~forgave~~2008. From ~~$30,325~~June ~~owed~~2008 to itFebruary by2011, our common stock was quoted on the ~~Company~~OTCBB under the symbol IVYD. AsFrom ~~the~~February ~~cancellation~~2011 ofto ~~debt~~July 2011, our common stock was ~~considered~~quoted aunder ~~related~~the ~~party~~symbol ~~transaction~~WXSS. Since August 2011, noour ~~gain~~common orstock ~~loss~~has ~~was~~been ~~recognized~~quoted onunder the ~~cancellation~~symbol ~~and~~ATCH. The following table sets forth the ~~balance~~high and low closing sale prices of our common stock, as reported by the ~~debt~~OTCBB, ~~was~~for ~~credited~~each toquarter ~~equity.~~during the past two years:

From the Company’s inception through April 2009, the Company utilized the office of a founder who is also a shareholder of the Company. Through June 2007, the Company did not pay any rent and treated the usage of the office as if it were being donated. It charged the estimated fair value rent of $800 per month to operations. Commencing July 2007 through April 2009, the Company paid its pro rata share of the office rent ranging from $800 to $1,058 a month. Beginning May 2009 through December 31, 2010, the Company did not pay any rent and treated the usage of the office as if it were being donated. It charged the estimated fair value rent of $400 per month to operations. Total rent charged to operations amounted to $4,800 and $6,400 for the years ended December 31, 2010 and 2009, respectively.

2011		Low		High
Fourth Quarter	$	1.85	$	3.50
Third Quarter	$	0.01	$	4.90
Second Quarter	$	0.01	$	0.01
First Quarter	$	0.01	$	0.05

2010		Low		High
Fourth Quarter	$	0.05	$	0.05
Third Quarter	$	NA	$	NA
Second Quarter	$	NA	$	NA
First Quarter	$	NA	$	NA

~~Subsequent~~Holders ~~Events~~of Record

OnAs ~~February~~of 3March 21, ~~2011~~2012, ~~the~~there ~~Company~~were ~~filed~~approximately an278 ~~Amended~~holders ~~and Restated Certificate~~ of ~~Incorporation~~record ~~with the Delaware Secretary~~ of ~~State~~our ~~for~~common ~~the purpose changing its name to “Waxess Holdings, Inc.” and to increase its authorized capital~~ stock ~~to 125,000,000 shares, of which 100,000,000 shares will be Common Stock, par value $0~~.~~001 per share, and 25,000,000 shares will be preferred stock (currently undesignated), par value $0.001 per share.~~

On February 4, 2011, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Waxess USA, Inc., a privately held California corporation (“Waxess USA”), and Waxess Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”). Under the terms of the merger, all of the outstanding shares of Waxess USA were exchanged for 7,500.000 shares of the Company’s common stock. In connection with the merger, the Company’s majority shareholder agreed to cancel 8,141,042 shares of the Company’s common stock that it held.

~~Item~~Dividend ~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~Policy

~~There~~We have ~~been~~never nodeclared ~~changes~~or inpaid orcash ~~disagreements~~dividends ~~with~~on our ~~accountants~~common ~~since~~stock. ~~our~~We ~~formation~~presently ~~required~~intend to beretain ~~disclosed~~earnings ~~pursuant~~ to ~~Item~~finance ~~304~~the operation and expansion of ~~Regulation~~our ~~S-K~~business.

~~Item~~Equity ~~9A.~~Compensation ~~Controls~~Plan ~~and Procedures.~~Information

~~Evaluation~~In February 2011, we adopted our 2011 Stock Incentive Plan pursuant to which 1,500,000 shares of ~~disclosure~~our ~~controls~~common stock are reserved for issuance to employees, directors, consultants, and ~~procedures~~other service providers. The 2011 Plan allows for incentive awards to eligible recipients consisting of:

We· ~~maintain~~Options ~~controls and procedures designed~~ to ~~ensure~~purchase ~~that~~shares ~~information required to be disclosed in the reports that we file or submit under the Securities Exchange Act~~ of ~~1934~~common ~~is (i) recorded~~stock, ~~processed,~~that ~~summarized~~qualify and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as ofincentive ~~December~~stock ~~31,~~options ~~2010,~~within the ~~date~~meaning of ~~this report, our former chief executive officer and former chief financial officer concluded that our disclosure controls and procedures were effective for~~ the ~~size~~Internal ~~and~~Revenue ~~activity of the Company at that time.~~Code;

~~Management's~~· ~~annual~~Non-statutory ~~report~~stock onoptions ~~internal~~that ~~control~~do ~~over~~not ~~financial~~qualify ~~reporting.~~as incentive options;

~~Our~~· ~~Chief~~Restricted ~~Executive~~stock ~~Officer~~awards; and our Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

· ~~pertain~~Performance tostock ~~the~~awards, ~~maintenance~~which ~~of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; · provide reasonable assurance that transactions~~ are ~~recorded~~subject ~~as necessary~~ to ~~permit~~future ~~preparation~~achievement of ~~financial~~performance ~~statements~~criteria in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and · provide reasonable assurance regarding prevention or ~~timely~~be ~~detection~~free of ~~unauthorized~~any ~~acquisition,~~performance ~~use~~ or ~~disposition of our assets that could have a material effect on the financial statements~~vesting.

~~Because~~The offollowing ~~its~~table ~~inherent~~sets ~~limitations,~~forth ~~our~~certain ~~internal~~information ~~control~~as ~~over~~of ~~financial reporting may not prevent or detect misstatements. Therefore~~December 31, ~~even~~2011 ~~those~~about ~~systems~~our ~~determined~~2011 toPlan ~~be effective can provide only reasonable assurance with respect to financial statement preparation~~ and ~~presentation. Projections of any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~non-Plan ~~that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate~~options.

Prior to February 4, 2011, we were a shell company, with limited staff and financing. On February 4, 2011, we completed a merger with Waxess USA, a California corporation. In the merger, management of that corporation became our new management and we changed our name from International Vineyard, Inc. to Waxess Holdings, Inc. Our current management has been informed by our former management, which consisted of one individual who acted as chief executive officer and principal financial officer, that it conducted an evaluation of the effectiveness of our internal control over financial reporting. Based upon its evaluation, our former management concluded that there was a material weakness in our internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Notes Rights		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (A))
Equity compensation plans approved by security holders	1,191,850	$	2.00	0
Equity compensation plans not approved by security holders	0		0.00	0
Total	1,191,850	$	2.00	0

~~The~~ In ~~material~~February ~~weakness~~2012, ~~related~~our board of directors approved our 2012 Equity Incentive Plan pursuant to ~~the~~which ~~lack~~2,500,000 shares of ~~segregation~~our ofcommon ~~duties~~stock ~~and~~are ~~responsibilities~~reserved ~~with~~for ~~respect~~issuance to ~~our~~employees, ~~cash~~directors, ~~control~~consultants, ~~over~~and ~~the~~other ~~disbursements~~service ~~related thereto~~providers. The ~~lack~~2012 ofPlan ~~segregation~~allows offor ~~duties~~incentive ~~resulted~~awards ~~from~~to ~~our~~eligible ~~limited~~recipients ~~accounting~~consisting ~~staff.~~of:

~~This~~· ~~report~~Options ~~does~~to ~~not~~purchase ~~include~~shares ~~an attestation report~~ of ~~our~~common ~~registered~~stock, ~~public~~that ~~accounting~~qualify ~~firm~~as ~~regarding~~incentive ~~internal~~stock ~~control~~options ~~over~~within ~~financial~~the ~~reporting. Management's~~meaning ~~report was not subject to attestation by our registered public accounting firm pursuant to temporary rules~~ of the ~~Securities~~Internal ~~and~~Revenue ~~Exchange Commission that permit us to provide only management’s report in this report.~~Code;

~~Changes~~· inNon-statutory ~~internal~~stock ~~control~~options ~~over~~that ~~financial~~do ~~reporting.~~not qualify as incentive options;

~~There~~· ~~have~~Restricted ~~been~~stock noawards; changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.and

~~Item~~· ~~9B.~~Performance ~~Other~~stock ~~Information~~awards, which are subject to future achievement of performance criteria or be free of any performance or vesting.

~~None~~Options granted under our 2012 Equity Incentive Plan as incentive stock options will not qualify as incentive options under the rules of the Internal Revenue Code unless the 2012 Plan is approved by our shareholders within 12 months from the board's adoption of the Plan.

~~PART~~Item ~~III~~6. Selected Financial Data

~~Item~~Not 10applicable. ~~Directors, Executive Officers and Corporate Governance.~~

~~Executive~~Item ~~Officers and Directors~~7. Management’s ~~Directors~~Discussion ~~are~~and ~~elected~~Analysis ~~to serve until the next annual meeting~~ of ~~stockholders~~Financial ~~and~~Condition ~~until their successors have been elected~~ and ~~qualified.~~Results ~~Officers are appointed to serve until the meeting~~ of ~~the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.~~Operations

The following ~~persons~~discussion ~~became~~and analysis should be read in conjunction with our ~~executive~~2011 ~~officers~~and 2010 audited consolidated financial statements and ~~directors~~related onnotes ~~March~~included 22elsewhere in this report. This report contains “forward-looking statements”. The statements contained herein that are not historic in nature, ~~2011~~particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and ~~hold~~assumptions. Various ~~the~~risks ~~positions~~and ~~set~~uncertainties ~~forth~~could ~~opposite~~cause ~~their~~actual ~~respective~~results ~~names~~to differ materially from those expressed in forward-looking statements.

Name	Age	Position
Hideyuki Kanakubo	51	President, Chief Executive Officer and Director
Jerome Kaiser	51	Chief Financial Officer and Secretary
Larry Paulson	57	Chairman of the Board of Directors
James Canton	59	Director
J. Steven Roush	64	Director

The forward-looking events discussed herein, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. All forward-looking statements in this document are based on information currently available to us as of the date of this Form 10K, and, except as may be required under applicable securities laws, we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

~~Our directors hold office until the earlier of their death, resignation or removal or until their successors have been qualified.~~Overview

~~There~~We are noa ~~family~~technology ~~relationships~~firm ~~between~~engaged ~~any~~in the development and marketing of communication devices capable of amplifying the wireless signal as a core enabling technology platform and converging them with other services and applications for consumers based on our ~~directors~~patent portfolio. We currently offer our DM1000 (cell@home) and HomeConneX® X1500 products through various channels, including a major U.S. carrier, and are working to bring our ~~executive~~higher ~~officers~~performance, lower cost next generation SmartLinXTM series of products to the global market.

~~Hideyuki~~We ~~Kanakubo~~were –incorporated ~~President,~~as ~~Chief~~a ~~Executive~~Delaware ~~Officer~~corporation ~~and~~on ~~Director. Mr.~~April ~~Kanakubo~~2, ~~has~~2007 ~~been~~under ~~our~~the ~~President,~~name ~~Chief~~International ~~Executive~~Vineyard, ~~Officer~~Inc. ~~and~~for apurposes ~~Director~~of ~~since~~engaging in the ~~Merger. Mr.~~wholesale ~~Kanakubo~~distribution ~~has~~of ~~been~~French ~~the~~and ~~President,~~California ~~Chief~~wines ~~Executive~~to ~~Officer~~the ~~and~~Chinese amarket. In ~~Director~~February of2011, ~~Waxess~~we ~~since~~exited itthe ~~was~~wine ~~incorporated~~business in ~~February~~connection ~~2008. Since~~with ~~its~~our ~~founding~~acquisition inof ~~August~~AirTouch, ~~2004~~Inc., hea ~~has~~privately ~~been~~held ~~the~~California ~~Chief~~corporation ~~Executive~~engaged ~~Officer~~in ofthe ~~Waxess~~business ~~Inc.,~~of ~~the~~designing ~~entity~~and ~~that~~developing ~~originally~~wireless ~~developed~~communications ~~Waxess’~~devices. AirTouch, ~~products~~Inc. ~~From1983~~began tooperations ~~2000~~in he2004 ~~served~~as indeveloper ~~various~~and ~~capacities~~marketer atof ~~Uniden,~~phone ~~including~~terminals ~~Division~~capable ~~Chief~~of inconverging ~~Satellite~~traditional ~~Division~~landline, VPcellular ofand ~~Uniden~~data ~~America,~~services ~~and~~based ~~President~~on ofits ~~Uniden~~patent ~~USA~~portfolio. Upon ~~and~~our ~~Uniden~~acquisition ~~Financials~~of AirTouch, Inc., awe ~~Holding~~ceased ~~Companies for~~ all ~~Uniden~~operations ~~subsidiaries~~related into ~~USA~~the ~~including~~wine ~~Uniden~~distribution ~~America,~~ and ~~managing~~succeeded ~~director~~to the business of ~~Uniden~~AirTouch, ~~Japan~~Inc. ~~From~~as ~~2000~~our tosole ~~2002,~~line heof ~~created~~business. Our aacquisition ~~joint~~of ~~venture~~AirTouch, ~~between~~Inc. ~~Uniden~~was ~~and~~accounted ~~Memorex~~for ~~and~~as hea ~~left~~reverse-merger ~~Uniden~~and torecapitalization ~~form~~in aaccordance ~~company~~with ~~that~~generally heaccepted ~~owned~~accounting ~~and~~principles ~~funded~~in ~~himself~~the United States. ~~This~~Consequently, ~~entity~~the ~~received~~following anfinancial ~~order~~discussion ~~request~~and ~~but~~our ~~when~~2011 ~~the~~and ~~manufacturer~~2010 inyear ~~Korea~~financial ~~failed~~statements toinclude ~~timely~~only ~~deliver~~ the ~~product~~assets, liabilities and ~~then~~the ~~sued~~operations ~~the~~of ~~company~~AirTouch, ~~the~~Inc. ~~company~~and ~~filed~~do ~~Chapter~~not 7give ~~bankruptcy~~any ~~due~~effect to ~~lack~~or mention of ~~working~~our ~~capital~~prior wine distribution business.

~~Jerome~~Comparison Kaiser – Chief Financial Officer and Secretary. Mr. Kaiser has been our Chief Financial Officer and Secretary since the Merger. Since March 2010, he has served as the Chief Financial Officer and Secretary of ~~Waxess. From~~Year ~~March~~Ended ~~2006~~December ~~until July 2009~~31, he2011 served as the Executive Vice President, Chief Financial Officer and Corporate Secretary of ORXYE Energy International, a clean energy company. From January 2005 until February 2006, he served as a Vice President and Group Finance Director of Liz Claiborne, Inc. (NYSE: LIZ). Prior to ~~2005,~~Year ~~Mr.~~Needed ~~Kaiser~~December ~~served in various financial management positions with Meguiar’s~~31, Inc., a manufacturer and marketer of car care products; Mikasa, Inc., a publicly traded wholesaler of fine tableware; and Ultramar, Inc., a publicly traded refiner and marketer or integrated oil products. Mr. Kaiser began his career in public accounting at PriceWaterhouse. He is a certified public accountant and is a member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Following his departure from ORXYE Energy International, the board of directors elected to assign the assets of ORXYE Energy International to a newly created company, ORYXE International. ORXYE Energy International subsequently filed for bankruptcy.2010

~~Larry~~Net ~~Paulson~~revenue –for ~~Chairman of~~ the ~~Board~~year ofended ~~Directors. Mr.~~December ~~Paulson has been the Chairman of our Board of Directors since the date of the Merger. Since January 1~~31, 2011, ~~Mr.~~were ~~Paulson has served as Executive Vice President and Chief Marketing Officer of Brightpoint~~$326, ~~Inc. (NASDAQ: CELL)~~270, acompared ~~global leader in providing supply chain solutions to leading stakeholders in the wireless industry. He has been working closely~~ with ~~Brightpoint since June 2010 as Senior Strategic Development Advisor~~$160,441for ~~where he also served as a member of~~ the ~~Global~~year ~~Executive~~ended ~~Team~~December ~~and led critical initiatives in strategic planning~~31, ~~development and investments, and product portfolio and service expansion. From 1997 until November~~ 2010~~, Mr~~. The ~~Paulson~~increase ~~served as senior vice president and general manager~~ of ~~the Nokia CDMA Business Unit and also served as president of Technophone Corporation~~$165,829 awas ~~Nokia~~primarily ~~owned~~the ~~subsidiary,~~result ~~president~~ of ~~Nokia~~sales ~~Product~~from ~~Corporation,~~the ~~another~~CDMA ~~Nokia~~version ~~owned subsidiary, and vice president~~ of ~~Americas~~our ~~Business~~first ~~Development.~~generation ~~His~~DM1000 ~~responsibilities included~~ product ~~roadmaps, business planning, feature strategies~~ and ~~application~~second ~~activities~~generation ~~for~~X1500 ~~all Nokia CDMA products worldwide~~product.

~~Dr.~~Cost ~~James Canton – Director. Dr. Canton has been a member~~ of ~~our~~Sales ~~Board~~for ~~of Directors since~~ the ~~date~~year ofended ~~the~~December ~~Merger. Dr. Canton has served as the Chairman and Chief Executive Officer of the Institute for Global Futures~~31, a2011 ~~leading~~was ~~think tank that he founded in 1990. He advises Global Fortune 1000 companies~~$933,323 ~~including:~~compared ~~IBM,~~to BP$328,036for ~~Intel,~~the ~~Philips,~~prior ~~General Electric~~year, ~~Hewlett~~or ~~Packard,~~a ~~Boeing~~$605,287 ~~FedEx,~~(184.5 ~~and~~%) ~~Proctor & Gamble~~increase. The ~~Dr.~~increase ~~Canton~~was isdue ato ~~former~~an ~~executive~~increase ~~director~~in ofproduct ~~the~~sales, ~~Health~~higher ~~Policy~~than ~~Council.~~normal Heproduction ~~served~~costs onassociated ~~the~~with ~~advisory~~new ~~board~~product ofintroductions ~~MIT’s~~and, ~~Media Lab Europe. He is~~ a ~~senior~~write ~~fellow~~down ~~at the Kellogg School~~ of ~~Management~~$297,048 ~~Center for Research in Innovation. He serves on the Corporate Eco-Forum Advisory Board. He served as co-chairman~~ of ~~the~~our ~~Futures~~first ~~and~~generation ~~Forecasting~~product ~~Track~~remaining ~~for~~in ~~NASA and has advised three White House administrations~~inventory. ~~Dr. Canton was also a business and strategic planning executive at Apple Computer.~~

J. Steven Roush – Director. Mr. Roush has been a member of our Board of Directors since the date of the Merger. He was with PricewaterhouseCoopers for 39 years, 30 of those as a partner. He served as an office managing partner, an SEC review partner for 20 years, and a risk management partner. Over his career, Mr. Roush has experience in a diverse number of industries ranging from manufacturing, non-profits and retail, with a concentration in real estate and pharmaceuticals. He has a background in dealing with both private and public company boards of directors.

~~All~~Operating ~~directors~~expenses ~~hold~~for ~~office until~~ the ~~completion~~year ofended ~~their~~December ~~term~~31, of2011 ~~office~~were $5,550,818, ~~which~~compared isto ~~not~~$3,966,509 ~~longer~~for ~~than~~the ~~one~~prior year period. The increase of $1,584,000 or ~~until~~40% ~~their~~was ~~successors~~primarily ~~have~~due ~~been~~to ~~elected.~~a ~~All~~$371,493 ~~officers~~increase ~~are~~in ~~appointed~~research ~~annually~~and bydevelopment costs associated with the ~~board~~development of ~~directors~~our next generation U250, U300 and X1500 products and their derivative products and an increase of $1,212,816 ~~subject~~in toselling, ~~employment~~general ~~agreements~~and administrative (~~which~~“SGA”) doexpenses. The ~~not~~increase ~~currently~~in ~~exist)~~SGA ~~serve~~expenses atwas the ~~discretion~~result of an increase of $685,302 in labor costs from new hires in the ~~board.~~engineering ~~Currently~~and sales departments and costs related to our status as a publicly traded company including increases of $205,622 ~~directors~~in ~~receive~~accounting noand ~~compensation~~legal costs, $135,931in travel expenses, $441,315 in fees associated with public filing and $189,068 for investment relations and public relation services.

~~There~~Other ~~are no orders~~expenses, ~~judgments,~~net orfor ~~decrees~~the ofyear ~~any~~ended ~~governmental~~December ~~agency or administrator~~31, or2011 ofwere ~~any~~$3,212,185, ~~court~~compared ofto ~~competent jurisdiction~~$716,271 ~~revoking~~for orthe ~~suspending~~prior ~~for~~year ~~cause~~period. ~~any~~The ~~license~~$2,495,914 increase ~~permit~~was orprimarily ~~other~~attributable ~~authority~~ to ~~engage~~a in$1,144,315 ~~the~~noncash ~~securities~~adjustment ~~business~~to ~~or in~~ the ~~sale~~fair value of warrants aissued ~~particular~~in ~~security~~the orprevious ~~temporarily~~year; ora ~~permanently~~$369,155 ~~restraining~~increase ~~any~~from ofinterest ~~our~~accrued ~~officers~~on orconvertible ~~directors~~notes ~~from~~and ~~engaging~~the change in orvalue ~~continuing~~of ~~any~~the ~~conduct,~~warrant ~~practice~~associated ~~or employment in connection~~ with the ~~purchase~~convertible ornote; ~~sale~~a ~~of securities~~$449,509 orincrease ~~convicting~~in ~~such~~financing ~~person~~costs ofindirectly ~~any~~associated ~~felony~~with orthe ~~misdemeanor~~sale ~~involving a security, or any aspect~~ of ~~the~~equity; ~~securities~~and ~~business~~increase or of ~~theft~~$502,515 orin ofnoncash ~~any~~charges ~~felony.~~for ~~Nor~~stock ~~are~~compensation ~~any~~expense ofrelated ~~the~~to ~~officers~~stock oroptions ~~directors~~and ofwarrants ~~any~~issued ~~corporation~~during orthe ~~entity affiliated with us so enjoined~~year.

~~Code~~The ofresulting ~~Ethics. As~~net ofloss for the year ended December 31, ~~2010,~~2011 wewas do$9,437,424, ~~not~~compared ~~currently~~with ~~have~~ a ~~Code~~loss of ~~Ethics that applies to all employees~~$4,850,375 ~~including~~for ~~our~~the ~~principal~~prior ~~executive~~year ~~officer~~period, ~~principal~~an ~~financial~~increase ~~officer,~~in ~~principal~~net ~~accounting~~loss ~~officer~~of ~~or controller~~$4,587,051 or ~~persons performing similar functions~~95%. ~~We plan to adopt a Code of Ethics.~~

~~Nominating~~Liquidity Committee. Our entire Board participates in consideration of director nominees. The Board will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidates' skills and ~~experience~~Capital are complementary to the existing Board's skills and experience as well as the Board's need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria and then select nominees that Board believes best suit our needs.Resources

~~The~~As ~~Board~~December ~~will~~31, ~~consider~~2011, ~~qualified~~we ~~candidates~~had ~~suggested~~working bycapital ~~stockholders~~of ~~for~~$5,902,945, ~~director~~including ~~nominations~~cash in the amount of $3,079,566. Since ~~Stockholders~~December ~~can~~31, ~~suggest~~2011, ~~qualified~~our ~~candidates~~working capital has declined as result of continuing losses from operations. We believe that our current working capital on hand will satisfy our working capital needs for ~~director~~our ~~nominations~~current byand ~~writing~~proposed operations over the next 12 months. We will endeavor to raise the additional required funds through various financing sources, including the sale of our ~~Corporate~~equity ~~Secretary~~and debt securities and, ~~Jerome~~subject ~~Kaiser~~to ~~1401 Dove~~our ~~Street~~commencement of significant revenue producing operations, ~~Suite~~the ~~220~~procurement of commercial debt financing. However, ~~Newport~~there ~~Beach~~can be no guarantees that such funds will be available on commercially reasonable terms, CAif ~~92660~~at all. ~~Submissions~~If ~~that~~such ~~are~~financing ~~received~~is ~~that~~not ~~meet~~available ~~the~~on ~~criteria~~satisfactory ~~described~~terms, ~~above~~we ~~will~~may be ~~forwarded~~unable to ~~the~~expand ~~Board~~or ~~for~~continue ~~further~~our ~~review~~business as desired and ~~consideration~~operating results may be adversely affected. In ~~The~~addition, ~~Board~~any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will ~~not~~increase ~~evaluate~~expenses, ~~candidates~~must ~~proposed~~be byrepaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders ~~any~~will ~~differently~~be ~~than~~reduced ~~other~~and ~~candidates~~the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

~~Audit~~The ~~Committee~~report ~~Financial Expert. As~~ of ~~December 31, 2010,~~ our ~~board~~independent ofregistered ~~directors~~public ~~does~~accounting ~~not~~firm ~~have~~for anthe ~~“audit~~year ~~committee~~ended ~~financial~~December ~~expert~~31,” ~~within~~2011 ~~the~~states ~~meaning~~that ofdue ~~such~~accumulated ~~phrase~~losses ~~under~~from ~~applicable regulations of the Securities and Exchange Commission~~operations, ~~serving~~there ~~on its audit committee. We believe the cost related to retaining a financial expert at this time~~ is ~~prohibitive.~~substantial ~~Further,~~doubt ~~because~~about of our ~~start-up~~ability ~~operations,~~to wecontinue ~~believe~~as ~~the services of~~ a ~~financial~~going ~~expert are not warranted~~concern.

~~Audit~~For ~~Committee.~~the Asyear ofended December 31, ~~2010~~2011, net cash used from operations was $7,730,886. The use was primarily due to net operating losses, the ~~board~~timing of ~~directors~~inventory ~~acts~~purchases asat year end, an increase in deposits for services and inventory components and the ~~audit~~timing ~~committee~~of payments for outstanding obligations at year end. During ~~The~~the ~~board~~year ended December 31, 2011, we sold convertible notes of ~~directors~~varying ~~does~~denominations, ~~not~~which ~~have~~resulted anin ~~audit~~proceeds ~~committee~~totaling ~~financial~~$2,471,428 ~~expert.~~and ~~The~~6,000,000 ~~board~~shares of ~~directors~~stock ~~has~~were ~~not~~sold ~~yet~~for ~~recruited~~net anproceeds ~~audit~~of ~~committee~~$10,920,000. These ~~financial~~proceeds ~~expert~~were used to ~~join~~fund the ~~board~~development and commercialization of ~~directors~~our ~~because~~second generation products and their derivative products and to develop sales channels. As of December 31, 2011, we ~~have~~invested ~~only~~$2,050,029 ~~recently~~in ~~commenced~~certificates aof ~~significant~~deposit, ~~level~~we acquired 100% of ~~financial~~AirTouch ~~operations~~Japan for $120,000 and we invested $157,700 in a joint venture - AirTouch Shenzhen.

~~Item~~Off-Balance ~~11.~~Sheet ~~Executive Compensation~~Arrangements

~~Summary~~We ~~Compensation~~have ~~Table. The~~not ~~table~~engaged ~~set~~in ~~forth~~any ~~below summarizes the annual and long~~off-~~term~~balance ~~compensation~~sheet ~~for services in all capacities to us payable to our former principal executive officer and our only other executive officer during the years ended December 31, 2010 and 2009~~arrangements.

Name and Principal Position	Year Ended	Salary $	Bonus $	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Nonqualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Robert DeMate, President, Secretary, Chief Financial Officer	2010	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0
Keith Bootow Former President, Secretary*	2009	0	0	0	0	0	0	0	0

*On May 9, 2009, Keith Bootow resigned his positions as our President and Secretary.

Except as set forth above, none of our officers and/or directors currently receives any compensation for their respective services rendered to the Company. Officers and directors have agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until we have generated sufficient revenues from our operations.

~~Stock~~Critical ~~Options/SAR~~Accounting ~~Grants.~~Policies Asand ~~of December 31, 2010, no grants of stock options or stock appreciation rights were made since our date of incorporation in April 2007.~~Estimates

~~Long-Term~~Those ~~Incentive~~material ~~Plans.~~accounting Aspolicies ofthat ~~December 31, 2010,~~ we ~~had~~believe noare ~~group~~the ~~life,~~most ~~health,~~critical ~~hospitalization,~~to oran ~~medical~~investor’s ~~reimbursement~~understanding ~~or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event~~ of ~~termination~~our offinancial ~~employment~~results orand ~~change~~condition inare ~~control~~discussed ~~of us~~below.

~~Employment~~Revenue ~~Contracts~~Recognition. We ~~and~~derive ~~Termination~~revenue from sale of ~~Employment~~wireless communication devices. Revenue Asis recognized at the time of ~~December~~shipment; 31however, ~~2010,~~the wetiming doof ~~not~~revenue ~~anticipate~~recognition ~~that~~and wethe ~~will~~amount ~~enter~~of ~~into~~revenue ~~any~~actually ~~employment~~recognized ~~contracts~~depends ~~with~~upon ~~any~~a variety of factors, including the specific terms of each arrangement and the nature of our ~~employees~~deliverables and obligations. WeDetermination ~~have~~of nothe ~~plans~~appropriate oramount ~~arrangements~~of inrevenue ~~respect~~recognized ofinvolves ~~remuneration~~judgments ~~received~~and orestimates that ~~may~~we bebelieve ~~received~~are byreasonable, ~~our~~but ~~executive~~actual ~~officers~~results tomay ~~compensate~~differ ~~such~~from ~~officers~~our inestimates. We ~~the~~record ~~event~~reductions ofto ~~termination~~revenue offor ~~employment~~customer ~~(as~~incentive aprograms ~~result~~and ofother ~~resignation~~volume-related orrebate ~~retirement)~~programs.

~~Outstanding~~Inventories. We ~~Equity~~evaluate ~~Awards~~inventory atbalances ~~Fiscal~~for ~~Year-end.~~excess Asquantities ofand ~~the~~obsolescence ~~year~~on ~~ended~~a ~~December~~regular 31basis by analyzing estimated demand, ~~2010~~inventory on hand, ~~the~~sales ~~following~~levels ~~named~~and ~~executive~~other ~~officer~~information, ~~had~~and ~~the~~reduce ~~following~~inventory ~~unexercised~~balances ~~options,~~to ~~stock~~net ~~that~~realizable ~~has~~value ~~not~~for ~~vested,~~excess and ~~equity~~obsolete ~~incentive~~inventory ~~plan~~based ~~awards:~~on this analysis. Unanticipated changes in technology or customer demand could result in a decrease in demand for one or more of our products, which may require a write down of inventory that could materially affect operating results.

Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options # Exercisable	# Un- exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock Not Vested	Market Value of Shares or Units Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested	Value of Unearned Shares, Units or Other Rights Not Vested
Robert DeMate, President, secretary, chief financial officer	0	0	0	0	0	0	0	0	0

Valuation of Intangible Assets. The determination of the value of our intangible assets, primarily patent costs, requires management to make estimates and assumptions that affect our financial statements. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. An estimate of fair value can be affected by many assumptions which require significant judgment. Our estimate of the fair value of certain assets may differ materially from that determined by others who use different assumptions or utilize different business models. New information may arise in the future that affects our fair value estimates and could result in adjustments to our estimates in the future, which could have an adverse impact on our results of operations.

~~Director~~We ~~Compensation~~assess potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Our ~~former~~judgments ~~director~~regarding ~~received~~the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of our businesses, market conditions and other factors. Although there are inherent uncertainties in this assessment process, the ~~following~~estimates ~~compensation~~and ~~for~~assumptions ~~his~~we ~~service~~use, asincluding ~~director~~estimates ~~during~~of ~~year~~future ~~ended~~cash ~~December~~flows, 31volumes, ~~2010:~~market penetration and discount rates, are consistent with our internal planning. If these estimates or their related assumptions change in the future, we may be required to record an impairment charge on all or a portion of our intangible assets.

Name	Fees Earned or Paid in Cash	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Non-Qualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Robert DeMate	0	0	0	0	0	0	0

Share-Based Compensation. Share-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period. We generally estimate the value of stock option awards using a Black Scholes option-pricing model. Accordingly, the fair value of an option award as determined using an option-pricing model is affected by our stock price on the date of grant as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. For purposes of estimating the fair value of stock options, we used the implied volatility of market-traded options in our stock for the expected volatility assumption input to the binomial model. The assumption inputs related to employee exercise behavior include estimates of the post-vest forfeiture rate and suboptimal exercise factors, which are based on historical experience. In addition, judgment is required in estimating the amount of share-based awards that are expected to be forfeited. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate; share-based compensation expense is adjusted accordingly.

Derivative Accounting Policy. Convertible Notes Payable and Derivative Liabilities: We account for convertible notes payable and warrants in accordance with ASC Topic 815 (“Derivatives and Hedging”). This standard requires the conversion feature of convertible debt be separated from the host contract and presented as a derivative instrument if certain conditions are met. ASC 815-40-15, formerly Emerging Issue Task Force (EITF) 00-19, "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock" and ASC 815-40-25, formerly EITF 05-2, "The Meaning of ‘Conventional Convertible Debt Instrument;’ in issue No. 00-19" were also analyzed to determine whether the debt instrument is to be considered a conventional convertible debt instrument and classified in stockholders' equity.

~~Item~~All ~~12.~~convertible ~~Security~~notes ~~Ownership~~payable sold during the year ended December 31, 2010 were evaluated and determined not to be conventional convertible debt instruments and therefore, because of ~~Certain~~certain ~~Beneficial~~terms ~~Owners~~and provisions including liquidating damages under the associated registration rights agreement, embedded conversion options were bifurcated and ~~Management~~accounted for as derivative liability instruments. The stock warrants issued in conjunction with the convertible notes payable were also evaluated and ~~Related~~determined ~~Stockholder~~to ~~Matters~~be a derivative instrument and, therefore, classified as a liability on the balance sheet. The accounting guidance also requires that the conversion feature and warrants be recorded at fair value for each reporting period with changes in fair value recorded in the consolidated statements of operations.

~~The~~Income ~~following~~Taxes. We ~~tables~~periodically ~~set~~evaluate ~~forth~~the ~~certain~~likelihood ~~information~~of asthe realization of ~~February~~deferred 8tax assets, ~~2011regarding~~and adjusts the ~~beneficial~~carrying ~~ownership~~amount of ~~our~~the ~~common~~deferred ~~stock,~~tax ~~taking~~assets ~~into~~by ~~account~~a valuation allowance to the ~~consummation~~extent the future realization of the ~~Merger~~deferred ~~and~~tax ~~the~~assets ~~Stock~~is ~~Cancellation,~~not byjudged ~~(i)~~to ~~each~~be ~~person~~more orlikely ~~entity~~than ~~who,~~not. We toconsider ~~our~~many ~~knowledge,~~factors ~~owns~~when ~~more~~assessing ~~than~~the 5%likelihood of future realization of our ~~common~~deferred ~~stock;~~tax ~~(ii)~~assets, ~~our~~including ~~executive~~recent ~~officers~~cumulative ~~named~~earnings inexperience ~~the~~by ~~Summary~~taxing ~~Compensation~~jurisdiction, ~~Table~~expectations ~~below;~~of ~~(iii)~~future ~~each~~taxable ~~director;~~income ~~and~~or ~~(iv)~~loss, ~~all~~the ofcarry-forward ~~our~~periods ~~executive~~available ~~officers~~to ~~and~~us ~~directors~~for astax areporting ~~group.~~purposes, ~~Unless~~and ~~otherwise~~other ~~indicated~~relevant infactors. At ~~the~~December ~~footnotes~~31, to2011, based on the ~~following~~weight ~~table~~of available evidence, ~~each~~including ~~person~~cumulative ~~named~~losses in ~~the~~recent ~~table~~years ~~has~~and ~~sole~~expectations ~~voting~~of ~~and~~future ~~investment~~taxable ~~power~~income, ~~and~~we determined that ~~person’s~~it ~~address~~was ismore ~~c/o~~likely ~~Waxess~~than ~~Holdings,~~not ~~Inc.,~~that ~~1401~~its ~~Dove~~deferred ~~Street,~~tax ~~Suite~~assets ~~220,~~would ~~Newport~~not ~~Beach,~~be ~~CA 92660~~realized. ~~Shares~~Accordingly, ofwe ~~common~~have ~~stock~~recorded ~~subject~~a tovaluation ~~options,~~allowance ~~warrants,~~equivalent orto ~~other~~100% ~~rights~~of ~~currently~~its ~~exercisable~~cumulative ordeferred ~~exercisable~~tax ~~within~~assets. Future 60changes ~~days~~in ofuncertain ~~February~~tax 8,positions ~~2011,~~ are ~~deemed~~not expected to behave ~~beneficially~~an ~~owned~~impact ~~and~~on ~~outstanding~~the ~~for~~effective ~~computing~~tax ~~the~~rate ~~share~~due ~~ownership~~to ~~and~~the ~~percentage~~existence of the ~~stockholder~~valuation ~~holding~~allowance. We ~~such~~will ~~options~~continue to classify income tax penalties and interest, ~~warrants~~if orany, as part of interest and other ~~rights,~~expenses ~~but~~in ~~are~~its ~~not~~statements ~~deemed~~of ~~outstanding~~operations. We ~~for~~have ~~computing~~incurred ~~the~~no ~~percentage~~interest or penalties as of ~~any~~December ~~other~~31, ~~stockholder~~2011.

Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage Beneficially Owned (1)
5% Owners
Brightpoint, Inc.	1,063,587	12.4
SKCC Inc.	1,087,228	12.7
Jessica Lu	1,013,135	11.8
Frank K. Liu (7)	1,198,832	14.0
Clear Creek Holdings LP	599,416	7.0
Executive Officers and Directors:
Hideyuki Kanakubo (3)	1,858,143	21.6
Jerome Kaiser	0	0
Larry Paulson (4)	0	0
Dr. James Canton (5)	0	0
J. Steve Roush (6)	0	0
All executive officers and directors as a group (five persons)	1,858,143	21.6

Recently Issued Accounting Pronouncements

~~(1)~~Changes ~~Based~~in onaccounting ~~8,583,333~~standards ~~shares~~may ofhave an impact on our ~~common~~future ~~stock~~financial ~~issued~~statements. For our analysis and ~~outstanding~~impact asof these accounting standards please see Note 2: Summary of ~~February~~Significant 8Accounting Policies in our December 31, 2011 and 2010 financial statements.

~~(2)~~Item ~~Does not include warrants issuable to purchase shares of the Company’s common stock which would give Brightpoint, Inc~~7A. Quantitative aand ~~19.9%~~Qualitative ~~ownership~~Disclosures ~~interest~~About inMarket ~~the Company.~~Risk

~~(3)~~Not ~~Includes 1,095,987 shares of common stock held by SKCC, Inc~~applicable. ~~of which Mr. Kanakubo has voting and dispositive power.~~

~~(4)~~Item ~~Does not include options granted on February 4, 2011 to purchase 451,754 shares of common stock exercisable at $2~~8.00 Financial ~~per~~Statements ~~share~~ and ~~which~~Supplementary ~~shall vest in eight (8) equal quarterly installments.~~Data

~~(5)~~Index ~~Does~~To ~~not~~Financial ~~include options granted on February 4, 2011 to purchase 100,000 shares of common stock exercisable at $2.00 per share and which shall vest in eight (8) equal quarterly installments.~~Statements

(6) Does not include options granted on February 4, 2011 to purchase 100,000 shares of common stock exercisable at $2.00 per share and which shall vest in eight (8) equal quarterly installments.

	Page

Report of Independent Registered Public Accounting Firm	27

Consolidated Balance Sheets at December 31, 2011 and 2010	28

Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010	29

Consolidated Statements of Changes In Stockholders’ Equity (Deficit) for the Years Ended December 31, 2011 and 2010	30

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010	31

Notes to Consolidated Financial Statements	33

(7) Includes 599,416 shares of common stock held by Clear Creek Holdings LP of which Mr. Liu has voting and dispositive power.

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. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

We are not aware of any other arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403 of Regulation S-K.

~~Changes~~REPORT inOF ~~Control. Our management~~INDEPENDENT isREGISTERED ~~not~~PUBLIC ~~aware~~ACCOUNTING ~~of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.~~FIRM

NoTo ~~Equity~~the ~~Compensation~~Board ~~Plan.~~of WeDirectors ~~do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan~~ and ~~do not plan to implement such a plan.~~ Stockholders

~~Item~~AirTouch 13Communications Inc. ~~Certain Relationships~~ and ~~Related Transactions, and Director Independence.~~Subsidiaries

~~Certain~~We ~~Relationships.~~have ~~Keith~~audited ~~Bootow~~the accompanying consolidated balance sheets of AirTouch Communications, ~~our~~Inc. ~~former~~(a ~~officer~~Delaware corporation) (the “Company”) as of December 31, 2011 and ~~director~~2010, isand the ~~father~~related ofconsolidated ~~Brian~~statements ~~Bootow~~of operations, ~~formerly~~changes ~~one~~in stockholders' equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of ~~our~~the ~~principal~~Company's ~~shareholders~~management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Related~~We ~~Party~~conducted ~~Transactions~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those ~~There~~standards ~~have~~require ~~been~~that nowe ~~related~~plan ~~party~~and ~~transactions~~perform ~~which~~the ~~would~~audits beto obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to behave, ~~disclosed~~nor ~~pursuant~~were we engaged to ~~Item~~perform, ~~404~~an audit of ~~Regulation~~its ~~S-K,~~internal ~~except~~control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the ~~following:~~circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 ~~April~~our ~~2007~~opinion, wethe ~~issued~~consolidated afinancial ~~total~~statements ofreferred ~~7,900,000~~to ~~shares~~above ofpresent ~~our~~fairly, ~~common~~in ~~stock~~all tomaterial ~~Keith~~respects, ~~Bootow~~the ~~and~~financial ~~Robert~~position ~~DeMate,~~of ~~who~~AirTouch ~~were~~Communications, ~~our~~Inc. ~~promoters~~as ~~and~~of ~~served~~December as31, ~~our~~2011 ~~officers~~ and ~~directors~~2010, ~~though~~and ~~Mr.~~the ~~Bootow~~results ~~resigned~~of ~~his~~its ~~positions~~operations ~~in 2009~~ and ~~Mr.~~its ~~DeMate~~cash ~~continues~~flows tofor ~~serve~~the asyears ~~our~~then ~~sole~~ended, ~~officer~~in ~~and~~conformity ~~director. These~~with ~~shares~~accounting ~~were~~principles ~~issued~~generally accepted in ~~exchange~~the ~~for~~United ~~cash~~States of ~~$7,900, or $0~~America.~~001 per share.~~

InThe ~~February~~accompanying ~~2011,~~consolidated ~~our~~financial ~~majority~~statements ~~stockholder~~are ~~agreed~~presented toassuming ~~cancel~~the ~~8,141,042~~Company ~~shares~~will ofcontinue ~~our~~as ~~common~~a ~~stock,~~going ~~resulting~~concern. As more fully described in ~~1,083,333~~Note ~~shares~~3 ofto ~~common~~the ~~stock~~consolidated ~~held~~financial bystatements, ~~persons~~the ~~who~~Company ~~were~~has ~~stockholders~~sustained ofaccumulated ~~ours~~losses ~~prior~~from tooperations ~~the~~totaling ~~Merger~~approximately ~~remaining~~$16 ~~outstanding~~million at December 31, 2011. These 1conditions,~~083~~ among others,~~333 shares~~ ~~constitute~~raise ~~our~~substantial ~~“public~~doubt ~~float”~~about ~~and~~its ~~are~~ability ~~our~~to ~~only~~continue ~~shares~~as ofa ~~registered~~going ~~common~~concern. Management's ~~stock~~plans ~~and~~to ~~accordingly~~address these conditions are ~~our~~also ~~only~~set ~~shares~~forth ~~available~~in ~~for~~Note ~~resale~~3 ~~without~~to ~~further~~the ~~registration~~consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments which might be necessary if the Company is unable to continue as a going concern.

As/s/ ofAnton ~~December~~& 31Chia, 2010, our offices are located at 17309 Josie Circle, Bellflower, California 90706. From the our inception through April 2009, we utilized the office of a founder who is also one of our shareholders. Through June 2007, we did not pay any rent and treated the usage of the office as if it were being donated. We charged the estimated fair value rent of $800 per month to operations. Commencing July 2007 through April 2009, we paid our pro rata share of the office rent ranging from $800 to $1,058 a month. Beginning May 2009 through December 31, 2010, we did not pay any rent and treated the usage of the office as if it were being donated. We charged the estimated fair value rent of $400 per month to operations. Total rent charged to operations amounted to $4,800 and $6,400 for the years ended December 31, 2010 and 2009, respectively.LLP

~~There~~Irvine, ~~are no written agreements for the transactions disclosed above.~~California

OnMarch ~~May 8~~21, 2009, CJM Strategies, LLC (“CJM”) purchased 1,500,000 shares of our common stock, from each of the following individuals: Keith Bootow, our outgoing President, Secretary and a director, Robert DeMate, our Chief Financial Officer and a director, Michael Speakman, Brian Bootow and Michael T. Leake. In the aggregate, CJM purchased a total of 7,500,000 shares of common stock from those individuals for an aggregate consideration of approximately $45,688. The source of funding for the purchase of those shares was CJM's working capital. Prior to the purchase of those 7,500,000 shares, CJM owned 1,256,250 shares of our common stock as a result of certain share purchase transactions that occurred in April 2009. CJM therefore owns an aggregate of 8,756,250, shares of our common stock, or 94.92% of our issued and outstanding common stock as a result of the completion of the share purchase transactions. As a consequence thereof, we experienced a change in control and CJM has voting control of us. There are no arrangements of understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters.2012

Effective July 8, 2009, we borrowed $3,000 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand. Effective October 22, 2009, we borrowed $4,500 from CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand. The balance of these notes payable at December 31, 2009, including accrued interest, was $7,731. On January 22, 2010, we borrowed an additional $4,500 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.

On September 30, 2010, we borrowed an additional $4,600 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.

On November 2010, our majority shareholder, CJM, advanced us $2,749, which was credited to equity as donated capital. On December 2010, our majority shareholder, CJM, advanced us $1,800, which was credited to equity as donated capital.

On December 31, 2010, our majority shareholder, CJM, forgave $30,325 owed to it by us.

We believe that each reported transaction and relationship is on terms that are at least as fair to us as would be expected if those transactions were negotiated with third parties.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

~~With~~AIRTOUCH ~~regard to any future related party transaction~~COMMUNICATIONS, ~~we plan to fully disclose any and all related party transactions, including, but not limited to, the following:~~INC.

·CONSOLIDATED ~~disclose~~BALANCE such transactions in prospectuses where required; · disclose in any and all filings with the Securities and Exchange Commission, where required; · obtain disinterested directors consent; and · obtain shareholder consent where required.SHEETS

Director Independence. Members of our Board of Directors are not independent as that term is defined by defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

ASSETS

	December 31,
	2011			2010
Current assets
Cash	$	3,079,566		$	201,299
Certificate of deposit		2,000,000			-
Restricted certificate of deposit		50,029			-
Inventories		766,493			329,118
Prepaid expenses		724,617			1,000
Deferred financing costs		-			46,400
Total current assets		6,620,705			577,817

Deposits		30,594			23,394

Investment in joint venture		139,697			-

Property and equipment, net		265,555			155,847

Intangible assets, net		188,486			183,228

Total assets	$	7,245,037		$	940,286

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	582,986		$	390,618
Accrued expenses		126,476			576,442
Current portion of capital lease obligation		8,298			6,181
Notes payable		-			94,500
Convertible notes payable		-			3,035,000
Derivative liability		-			55,413
Total current liablities		717,760			4,158,154

Capital lease obligation, net of current portion		30			8,328

Total liabilities		717,790			4,166,482

Stockholders' equity (deficit)
Preferred stock, 25,000,000 shares authorized, par value $0.001, none issued or outstanding		-			-
Common stock, 100,000,000 shares authorized, par value $0.001, 19,379,569 and 7,114,712 shares issued and outstanding as of December 31, 2011 and 2010, respectively.		19,380			7,115
Additional paid-in capital		22,592,907			3,453,485
Accumulated deficit		(16,124,222	)		(6,686,796	)
Total AirTouch Communications, Inc. stockholders' equity (deficit)		6,488,065			(3,226,196	)
Noncontrolling interest in variable interest entity		39,182			-
Total stockholders' equity (deficit)		6,527,247			(3,226,196	)

Total liabilities and stockholders' equity (deficit)	$	7,245,037		$	940,286

~~Item~~The ~~14.~~accompanying ~~Principal~~notes ~~Accountant~~are ~~Fees~~an ~~and~~integral ~~Services~~part of these consolidated financial statements.

Audit Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2010 and 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $13,694 and $16,800, respectively.

Audit-Related Fees. For the fiscal year ended December 31, 2010, we were billed a total of $3,800 by a separate accountant for consulting services in preparation for the annual audit and quarterly reviews of the financial statements. For the fiscal year ended December 31, 2009, we were billed $3,475 for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”

Tax Fees. For the fiscal years ended December 31, 2010 and December 31, 2009, our accountants rendered services for tax compliance, tax advice, and tax planning work for which we paid $700 and $1,000, respectively.

All Other Fees. None.

Pre-Approval Policies and Procedures. Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

Item 15. Exhibits

(a) Financial Statements.

Included in Item 8

(b)	Exhibits required by Item 601.
Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of February 4, 2011, by and among Waxess Holdings, Inc., Waxess USA, Inc. and Waxess Acquisition Corp.*
2.2		Certificate of Merger, dated February 4, 2011 merging Waxess Acquisition Corp. with and into Waxess USA, Inc.*
3.1		Amended and Restated Certificate of Incorporation*
3.2		Amended and Restated Bylaws*
14		Code of Ethics*
21		List of Subsidiaries*
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001

* Incorporated by reference to our Current Report on Form 8-K filed on February 9, 2011.

~~SIGNATURES~~AIRTOUCH COMUNICATIONS, INC.

~~Pursuant~~CONSOLIDATED toSTATEMENTS ~~the~~OF ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~OPERATIONS

	WAXESS HOLDINGS, INC. a Delaware corporation
March 28, 2011	By:	/s/ Hideyuki Kanakubo
		Hideyuki Kanakubo President, Chief Executive Officer, and a Director (Principal Executive Officer)

For the Years Ended December 31,

March 28, 2011	By:	/s/ Jerome Kaiser
		2011			2010
		Jerome Kaiser Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
Net revenue		$	326,270		$	160,441
Cost of sales			933,323			328,036
Gross loss			(607,053	)		(167,595	)
Operating expenses
Research and development			2,175,302			1,803,809
Selling, general, and administrative			3,375,516			2,162,700
Total operating expenses			5,550,818			3,966,509
Loss from operations			(6,157,871	)		(4,134,104	)
Other income/(expenses)
Change in fair value of derivative liability			(1,144,315	)		-
Finance charge			(308,928	)		(249,003	)
Option/Warrant expenses			(502,515	)		-
Interest expense			(769,053	)		(369,478	)
Other			(487,374	)		(97,790	)
Total other expense			(3,212,185	)		(716,271	)
Loss before provision for income taxes			(9,370,056	)		(4,850,375	)
Provision for income taxes			(43,486	)		-
Net Loss		$	(9,413,542	)	$	(4,850,375	)
Attributable to:
AirTouch Communications, Inc.		$	(9,437,424	)	$	(4,850,375	)
Non-controlling interest			23,882			-
			(9,413,542	)		(4,850,375	)
Loss per share-basic and diluted		$	(0.69	)	$	(0.98	)
Weighted average common shares outstanding- basic and diluted			13,699,266			4,969,617

InThe ~~accordance~~accompanying ~~with~~notes ~~the~~are ~~Exchange~~an ~~Act,~~integral ~~this~~part ~~report has been signed below by the following persons on behalf~~ of ~~the~~these ~~Registrant~~consolidated ~~and~~financial ~~in the capacities and on the dates indicated~~statements.

By:	/s/ Hideyuki Kanakubo				March 28, 2011
	Hideyuki Kanakubo President, Chief Executive Officer, and a Director (Principal Executive, Financial and Accounting Officer)

By:	/s/ Jerome Kaiser				March 28, 2011
	Jerome Kaiser Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

AIRTOUCH COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the Years Ended December 31, 2010 and 2011

	Common stock						Additional paid in			Accumulated			Total AirTouch stockholders' equity			Noncontrolling interest		Total stockholders' equity
	Shares			Amount			capital			deficit			(deficit)			in VIE		(Deficit)
Balance at December 31, 2009		5,352,984		$	5,353		$	1,053,259		$	(1,836,421	)	$	(777,809	)			$	(777,809	)
														-					-
Sale of common stock		928,564			929			1,399,127			-			1,400,056					1,400,056
Issuance of common stock in lieu of interest		2,043			2			5,962			-			5,964					5,964
Cancelled common stock		(85,633	)		(86	)		79			-			(7	)				(7	)
Conversion of debt, including accrued interest, into common stock		916,754			917			995,058			-			995,975					995,975
Net loss		-			-			-			(4,850,375	)		(4,850,375	)		-		(4,850,375	)
Balance at December 31, 2010		7,114,712			7,115			3,453,485			(6,686,796	)		(3,226,196	)				(3,226,196	)

Issuance of common stock for cash		6,205,463			6,205			10,906,876			-			10,913,081					10,913,081
Stock issued for services		47,500			48			85,927			-			85,975					85,975
Stocks issued for liquidated damages		161,743			162			292,592			-			292,754					292,754
Common stock issued for conversion of notes payable and accrued interest		2,753,214			2,753			5,503,675			-			5,506,428					5,506,428
Exchange of warrants for common stock		2,138,604			2,139			102,861			-			105,000					105,000
Cancelled common stock		(125,000	)		(125	)		125			-			-					-
Recapitalization		1,083,333			1,083			(1,083	)		-			-					-
Change in fair value of derivative liability		-			-			1,869,906			-			1,869,906					1,869,906
Stock option expense		-			-			378,543			-			378,543					378,543
Net loss		-			-			-			(9,437,426	)		(9,437,426	)		39,182		(9,398,244	)
Balance at December 31, 2011		19,379,569		$	19,380		$	22,592,907		$	(16,124,222	)	$	6,488,065		$	39,182	$	6,527,247

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

AIRTOUCH COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

	2011			2010
Cash flows from operating activities:
Net loss	$	(9,413,542	)	$	(4,850,375	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		67,880			84,599
Amortization of debt discount and deferred financing costs		592,605
Common stock and warrants issued for services		502,702			243,500
Stock-based compensation		378,543			-
Interest converted into common stock		109,928
Common stock issued for accrued interest		-			26,877
Gain on cancellation of debt		-			(227,231	)
Change in fair value of derivative liabilities		1,144,315			-
Loss from investment in joint venture		18,003			-
Write-off of inventory		(297,048	)		167,081
Inventories		(140,327	)		(496,199	)
Prepaid expenses and deposits		(615,345	)		(24,394	)
Deferred financing costs		-			(46,400	)
Accounts payable and accrued expenses		(78,600	)		1,049,866

Net cash used in operating activities		(7,730,886	)		(4,072,676	)

Cash flows from investing activities:
Investments in certificates of deposit		(2,050,029	)		-
Cash paid for acquisition, net of cash acquired		(115,472	)		-
Investment in joint venture		(157,700	)		-
Purchase of property and equipment		(154,034	)		(76,268	)
Purchase of intangible assets		(28,812	)		(18,322	)

Net cash used in investing activities		(2,506,047	)		(94,590	)

Cash flows from financing activities:
Net proceeds from sale of common stock		11,018,081			1,400,056
Proceeds from notes and convertible notes payable		2,429,933			3,035,000
Proceeds from noncontrolling interest		15,300			-
Payments on notes payable		(341,933	)		(150,000	)
Payments on capital lease obligations		(6,181	)		(8,409	)
Derivative liability		-			55,413

Net cash provided by financing activities		13,115,200			4,332,060

Change in cash		2,878,267			164,794

Cash at beginning of year		201,299			36,505

Cash at end of year	$	3,079,566		$	201,299

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

AIRTOUCH COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

For the Years Ended December 31,

	2011		2010
Supplemental disclosure of cash flow information:
Cash paid for interest	$	16,838	$	2,410
Cash paid for income taxes	$	2,400	$	1,600

Supplemental disclosure of non-cash investing and financing activities:
Conversion of notes payable into common stock	$	5,506,428	$	995,975
Equipment acquired under capital lease	$	-	$	22,956
Conversion of accounting payable to notes payable	$	-	$	94,500
Issuance of common stock in lieu of interest payment	$	-	$	5,964
Reduction in derivative liability due to conversion of debt	$	1,869,905	$	-
Discount on convertible debt	$	524,483	$	-

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

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

1. ORGANIZATION AND BASIS OF PRESENTATION

AirTouch Communications, Inc. (the “Company”) was formed under the laws of the State of Delaware on April 2, 2007. The Company was organized under the name International Vineyard, Inc. for purposes of engaging in the wholesale distribution of French and California wines to the Chinese market. In February 2011, the Company exited the wine business in connection with its merger acquisition (“Merger”) of AirTouch, Inc., a privately held California corporation engaged in the business of designing and developing wireless communications devices.

On February 4, 2011, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with AirTouch, Inc., formerly known as Waxess USA, Inc., pursuant to which the Company acquired 100% ownership of AirTouch, Inc. in exchange for the Company’s issuance to the former shareholders of AirTouch, Inc. a total of 7,500,000 shares of the Company’s common stock. In connection with the Merger, 8,141,042 shares of the Company’s common stock were cancelled, resulting in 1,083,333 shares of common stock held by persons who were stockholders of the Company prior to the Merger remaining outstanding. After giving effect to the Merger and the cancelation of shares, the former shareholders of AirTouch, Inc. held 87.3% of the Company’s outstanding shares of common stock immediately following the closing of the Merger.

In connection with the Merger, on February 4, 2011, the Company amended and restated its certificate of incorporation in order to, among other things, change its name to “Waxess Holdings, Inc.” and increase its authorized capital stock to 125,000,000 shares, of which 100,000,000 are designated as common stock and 25,000,000 are designated as “blank check” preferred stock. On July 21, 2011, the Company further amended its certificate of incorporation to change its name to “AirTouch Communications, Inc.”

Effective upon the closing of the Merger, the Company ceased all activities relating to the wine distribution business and has since focused exclusively on the business of designing and developing wireless communications devices. The Company is currently engaged in the development and marketing of phone terminals capable of converging traditional landline, cellular and data services based on its patent portfolio. AirTouch, Inc. currently offers its cell@home and HomeConneX® X1500 products through various channels, including a major U.S. carrier, and is working to bring its higher performance, lower cost SmartLinXTM products to the market.

In April 2011, the Company acquired a 49% interest in AirTouch Labs, a California corporation (“Labs”) for $14,696. Labs provides certain research and development services to the Company via exclusive contractual agreements. Labs also manages third party research and development firms on behalf of the Company. As a result of the contractual agreements, the Company maintains the ability to control Labs, is entitled to substantially all of the economic benefits from Labs and is obligated to absorb all of Labs’ expected losses. Therefore, the Company consolidates Labs in accordance with SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) 810, Consolidation.

On October 1, 2011, the Company acquired all assets of AirTouch Japan in a stock acquisition for $120,000. AirTouch Japan provides business development services throughout Asia, and engineering and production management services for the Company. The transaction is being recognized as a business combination in accordance with ASC 805, Business Combinations. A summary of the assets acquired is as follows:

	Allocated Amount
Cash	$	4,528
Prepaid expenses		112,940
Deposit		2,532
	$	120,000

In November 2011, the Company paid $157,700 for a 50% joint venture interest with AirTouch Shenzhen. AirTouch Shenzhen provides business development services throughout mainland China. The Company shares in assets, liabilities and results of operations equally with the joint venture partner. For the year ended December 31, 2011, the Company recorded $18,000 as its proportionate share of the loss of the joint venture.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

2. REVERSE MERGER ACCOUNTING

The Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). AirTouch, Inc. was the acquirer for financial reporting purposes and AirTouch Communications, Inc. was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of AirTouch, Inc. and will be recorded at the historical cost basis of AirTouch, Inc. The consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and AirTouch, Inc., historical operations of AirTouch, Inc. and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. In conjunction with the Merger, AirTouch, Inc. received no cash and assumed no liabilities from AirTouch Communications, Inc. All members of the Company’s executive management are from AirTouch, Inc.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated balance sheets include the accounts of the Company and its subsidiaries. The consolidated statements of operations include the Company’s accounts and the accounts of its subsidiaries from the date of acquisition. The 51% interest in Labs that is not owned by the Company is shown as non-controlling interest in the accompanying consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation.

Presentation as a Going Concern

The Company sustained operating losses during the years ended December 31, 2011 and 2010. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Management plans for 2012 are to meet their sales projections. If these projections are not met, the Company may have to reduce its operating expenses and to seek additional funding through debt and/or equity offerings.

Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits. The Company had no cash equivalents as of December 31, 2011 and 2010.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Certificate of Deposit

During the year ended December 31, 2011, the Company invested $2,050,029 in certificates of deposit with a one-year term. An amount of $50,029 of these certificates of deposit is held as collateral for the Company’s credit card program.

Inventories

Inventories are stated at average cost, which approximates lower of cost or market, with cost being determined on a first-in, first-out basis. Inventories consist of purchased finished goods and parts used by a contract manufacturer.

Deferred Financing Costs

Deferred financing costs incurred from the sale of convertible debt are capitalized and amortized over the remaining life of the convertible debt. Deferred financing costs were $0 and $46,400 at December 31, 2011 and 2010, respectively. Amortization of deferred financing costs was $46,400 and $0 for the years ended December 31, 2011 and 2010, respectively.

Investment in Joint Venture

The Company accounts for its investment in joint venture with AirTouch Shenzhen using the equity method. If there is an other-than-temporary decline in the market value of the investment, an impairment charge is recorded.

Property and Equipment

Property and equipment are stated at cost. Assets acquired held under capital leases are initially recorded at the lower of the present value of the minimum lease payments discounted at the implicit interest rate (35% for assets currently held under capital lease) or the fair value of the asset. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over an estimated useful life of five years. Assets acquired under capital lease are depreciated over the lesser of the useful life or the lease term. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations.

Intangible Assets

Intangible assets consist of legal costs associated with filing and maintaining patent applications and trademarks. The Company accounts for patents in accordance with ASC 350-30 and ASC 360. The Company amortizes the capitalized patent costs on a straight-line basis over an estimated useful life of 10 years. Trademarks are considered to have an indefinite life and are not amortized, but instead are tested for impairment annually.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-Lived Assets

In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

Derivative Liabilities

In accounting for non-conventional convertible debt, the Company bifurcates its embedded derivative instruments. The Company’s derivative financial instruments consist of embedded derivatives related to non-conventional convertible notes payable entered into with certain investors. These embedded instruments related to the notes payable include the conversion feature, liquidated damages related to registration rights and default provisions. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related warrants at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value will be recorded as non-operating, non-cash income or expense at each reporting period. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the derivative is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income.

Revenue Recognition

Revenues are derived from the sale of product purchased from a contract manufacturer. The Company recognizes revenue on arrangements in accordance with ASC No. 605, Revenue Recognition. In all cases, revenue is recognized when all of the following conditions exist: (a) persuasive evidence of an arrangement exists in the form of an accepted purchase order or equivalent documentation; (b) delivery has occurred, based on shipping terms, or services have been provided; (c) the Company’s price to the buyer is fixed or determinable, as documented on the accepted purchase order or similar documentation; and (d) collectability is reasonably assured. When product revenues are recognized, the Company establishes an estimated allowance for future product returns based on historical returns experience; when price reductions are approved, it establishes an estimated liability for price protection payable on inventories owned by distributors. Should actual product returns or pricing adjustments exceed the Company’s estimates, additional reductions to revenue could result.

Research and Development Costs

Research and development costs consist of expenditures for the research and development of new products and technology related to the Company’s products. The Company expenses all costs associated with research and development when incurred. Research and development costs were $2,175,302 and $1,803,809 for the years ended December 31, 2011 and 2010, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising and promotional expense was $55,341 and $9,891 for the years ended December 31, 2011 and 2010, respectively.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Shipping and Handling Costs

Costs incurred for shipping and handling are included in cost of sales at the time the related revenue is recognized. Amounts billed to a customer for shipping and handling charges are reported as revenue. Shipping and other related costs were $26,331 and $36,817 for the years ended December 31, 2011 and 2010, respectively.

Stock-Based Compensation

The Company accounts for shares of stock issued as compensation at the fair value of the consideration given or received, whichever is more readily determinable. Generally, the Company values its stock award at the closing price of its common stock on the date of the agreement.

The Company accounts for stock options and other stock-based compensation, such as warrants, at fair value using the Black-Scholes Option pricing model. All stock-based compensation cost is measured at the grant date using the Black-Scholes Option Pricing Model, based on the fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations.

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options are classified as financing cash flows. Due to the Company’s loss position, there were no such tax benefits for the years ended December 31, 2011 and 2010.

Income Taxes

Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The Company calculates a provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax and accounting purposes. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Additionally, the Company uses tax planning strategies as a part of its tax compliance program. Judgment and interpretation of statutes are inherent in this process.

The Company records a valuation allowance if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. In determining the possible realization of deferred tax assets, the Company considers future taxable income from the following sources: (i) the reversal of taxable temporary differences, (ii) taxable income from future operations and (iii) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into periods in which net operating losses might otherwise expire.

The Company also recognizes the income tax effect of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If recognized, the tax portion of the adjustment would affect the effective tax rate. The Company does not believe it has taken any uncertain tax positions.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per Share

Basic loss per share is based upon the weighted average number of common shares outstanding. Diluted loss per share is based on the assumption that all dilutive convertible shares, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) as if funds obtained thereby were used to purchase common stock at the average market price during the period. Potential common shares are excluded if their effect is anti-dilutive. For the years ended December 31, 2011 and December 31, 2010, basic and diluted earnings per share were the same due to the Company’s loss position. The Company had 13,970,665 and 2,985,000 warrants to purchase shares of its common stock and 1,191,850 options to purchase shares of its common stock that were excluded from the calculation since the effect was anti-dilutive as of December 31, 2011 and 2010, respectively. The Company’s stock options are not considered dilutive because the exercise price exceeds the market price.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position or cash flows.

Concentrations of Credit Risk

During the year ended December 31, 2011, the Company derived 92% and 8%, respectively, of its revenue from two customers. There were no outstanding receivables from these customers at December 31, 2011.

During the year ended December 31, 2010, the Company derived 36% of its revenue from two customers and 12% of its revenue from one customer. There were no outstanding receivables from these customers at December 31, 2010.

During 2011 and 2010, approximately 86%, of the Company’s purchases included in cost of sales were from one supplier. This vendor was owed $344,389 and $0 as of December 31, 2011 and 2010, respectively.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). ASU 2011-04 redefines many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is effective for the Company beginning in the first quarter of 2012 and is to be applied prospectively. The Company anticipates that the adoption of this standard will not materially expand its consolidated financial statement footnote disclosures.

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. The new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders’ equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income from that of current accounting guidance. This new guidance is effective for years and interim periods beginning after December 15, 2011. Upon adoption, the Company will present its financial statements under this new guidance. We do not expect the adoption of this accounting guidance to have a material impact on its financial statements and related disclosures.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In September 2011, the FASB issued ASU No. 2011-08, Topic 350 - Intangibles - Goodwill and Other ("ASU 2011-08"), which amends Topic 350 to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based the qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This guidance is effective for annual and interim goodwill tests performed for years beginning after December 15, 2011. Early adoption is permitted. The Company's adoption of ASU 2011-08 is not expected to have an impact on its consolidated results of operations or financial condition.

In December 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-12, Topic 220 - Comprehensive Income ("ASU 2011-12"), which indefinitely deferred certain provisions of ASU 2011-05, including the requirement to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. This amendment is effective for both annual and interim financial statements beginning after December 15, 2011. The Company's adoption of ASU 2011-12 is not expected to have a material impact on its consolidated results of operations or financial condition.

4. INVENTORIES

Inventories consisted of the following at December 31:

	2011		2010

Components	$	380,365	$	75,000
Finished goods		386,128		254,118

		766,493		329,118
Allowance for obsolescence		-		-

	$	766,493	$	329,118

During the year ended December 31, 2011, the Company recorded a write down of $297,048 of our first generation product remaining in inventory.

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31:

	2011			2010

Machinery and tooling	$	366,800		$	351,800
Furniture and fixtures		26,487			22,956
Equpiment		143,681			23,269
Lease hold improvements		15,979			-

		552,947			398,025
Accumulated depreciation		(287,392	)		(242,178	)

	$	265,555		$	155,847

Depreciation expense related to property and equipment for the years ended December 31, 2011 and 2010 was $44,326 and $63,178, respectively.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

6. INTANGIBLE ASSETS

Intangible assets consisted of the following as of December 31:

	2011			2010

Patents	$	269,887		$	244,457
Trademark		2,318			2,797

		272,205			247,254
Accumulated amortization		(83,719	)		(64,026	)

	$	188,486		$	183,228

Amortization expense of intangible assets aggregated $23,554 and $21,421 for the years ended December 31, 2011 and 2010, respectively. Aggregate future amortization expense for the patents is as follows for the years ended December 31:

2012	$	19,693
2013		19,693
2014		19,693
2015		19,693
2016		19,693
Therefore		90,021

	$	188,486

7. LINE OF CREDIT

On October 3, 2011, the Company entered into a revolving line of credit in the amount of $2,000,000. Terms of the agreement include interest that accrues at the greater of a) 2.5% or b) Prime less 0.5% and a maturity date of September 1, 2012. The line is collateralized by a $2,000,000 certificate of deposit. As of December 31, 2011, the Company had not drawn on the line.

8. NOTES PAYABLE

In December 2010, the Company converted an outstanding account payable in the amount of $94,500 to a note payable. The note paid interest at a rate of 5.25% per annum and was due on July 1, 2011. Interest only payments were due on the first of each month. This note was paid off in July 2011.

On March 3, 2011, the Company issued notes in the principal amount of $26,000. The notes accrued interest at a rate of 5%. The face amount of the notes together with the accrued interest was due on the earlier of 90 days or when the Company raised $5 million through the sale of equity securities. These notes were paid off on April 3, 2011.

On March 17, 2011, the Company issued a note to in the principal amount of $121,433. The note accrued interest at a rate of 10% per annum. The face amount of the note together with the accrued interest was due on the earlier of six months or when the Company raised $5 million through the sale of equity securities. This note was paid off on April 14, 2011.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

9. BRIDGE LOANS

During 2010, the Company entered into securities purchase agreements in connection with private placement transactions that provided for the issuance of convertible notes payable with a six-month term \and an interest rate of 10% compounded annually and warrants to purchase shares of common stock. The warrants allow the holder to purchase shares of the Company’s common stock at an exercise price equal to the lower of the face amount of the note divided by the lower of the price per share of the common stock as determined by a Financing Event (defined below) or 100% of the market value of the stock on the date of the note and have a three-year term.

In connection with the sale of the convertible notes, the Company incurred costs of $46,400 that were paid to placement agents for assistance with the sale of the convertible notes. These costs were accounted for as deferred financing costs and are amortized over the term of the convertible notes using the effective interest rate method.

During 2010, holders of $3,035,000 of these notes agreed to extend the terms of the notes to the earlier of six months from the maturity date of the original note or the closing of a debt or equity financing with a minimum of $2 million in gross proceeds (“Financing Event”), and to convert their notes into common stock equal to the amount of the note plus accrued interest divided by the lower of the stock price as determined by the closing of the Financing Event or 100% of the fair market value of the common stock at the date of the note. In exchange for the modification of the agreement, the holders received additional warrants such that the holders had twice the amount of warrants provided under their original note and warrant agreement.

During 2011, the Company the Company entered into additional securities purchase agreements in connection with private placement transactions that provided for the issuance of convertible notes payable in the principal amount of $2,282,500 with a six-month term and an interest rate of 10% compounded annually and warrants to purchase shares of common stock. The warrants allow the holder to purchase shares of the Company’s common stock at an exercise price equal to the lower of the face amount of the note divided by the lower of the price per share of the common stock as determined by a Financing Event (defined below) or 100% of the market value of the stock on the date of the note and have a three-year term.

The Company allocated the proceeds of notes to the individual financial instruments included in the transactions based on their relative estimated fair values, resulting in a discount on convertible debt of $524,483.

The fair value of the conversion options and the detachable warrant liabilities were calculated using the Black-Scholes Option Pricing Model with the following assumptions:

	Expected term of years	0.50 - 3.00
	Violatility	55.63%
	Risk free interest rate	0.77%
	Expected dividends	-

On April 28, 2011, notes in the amount of $5,506,428 including interest were converted into 2,753,214 shares of common stock; therefore, the liability associated with the derivative component of the warrant was eliminated.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

10. STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

Pursuant to the terms and conditions of the Merger on February 4, 2011 (see Notes 1 and 2) each share of AirTouch, Inc.’s common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive 1.19883186 shares of the Company’s common stock. An aggregate of 7,500,000 shares of Company common stock were issued to the holders of AirTouch, Inc.’s common stock and represented approximately 87% of the outstanding shares of Company common stock.

During 2011, the Company sold 6,000,000 shares of common stock together with 6,000,000 warrants for $12,000,000 to various parties, less $1,336,920 of issuance costs.

On February 4, 2011, the Company exchanged 179,825 of outstanding warrants into an equal number of shares of common stock.

On April 28, 2011, notes payable in the principal amount of $5,506,428 including interest were converted into 2,753,214 shares of common stock.

On July 1, 2011, the Company cancelled 125,000 shares of common stock originally restricted for marketing purposes.

On July 27, 2011, the Company converted 8,714,113 of outstanding warrants into 1,958,777 shares of common stock at a conversion rate of 10% to 30%.

On September 15, 2011, the Company issued 47,500 shares, and recorded a noncash charge of $85,975, for financial services provided related to raising equity.

During the year ended December 31, 2011, the Company issued 161,743 shares of common stock to certain investors when the Company failed to file the registration statement by an agreed upon date.

During the year ended December 31, 2010, the Company sold 928,564 shares of common stock for $1,400,056 to various parties.

During 2010, the Company cancelled 85,633 shares of common stock from two shareholders after using best efforts to make contact with them.

During 2010, related party notes in the amount of $231,562 were cancelled in exchange for 475,063 shares of common stock.

During 2010, $500,000 of convertible notes payable and $20,913 of accrued interest was converted into 289,643 shares of the Company’s common stock with various note holders.

During 2010, the Company issued 2,043 shares of common stock in exchange for interest of $5,964.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

10. STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

Stock Options

On February 4, 2011, the Company adopted the 2011 Equity Incentive Plan, which was amended as of February 10, 2012 (the Plan”). Pursuant to the Plan, the Company has reserved 2,500,000 shares of common stock that may be issued as restricted stock awards or options to employees, directors, officers, consultants and advisors. The Plan is administered by a committee of independent directors appointed by the Board of Directors of the Company. The committee has full power and authority to designate recipients of options and restricted stock and to determine the terms and conditions of grants. The exercise price of incentive and nonqualified stock options may not be less than 100% of the fair market value of the stock on the date of grant and the term may not exceed 10 years. The exercise price of incentive stock options granted to an optionee, who, at the time such option is granted, owns more than 10% of the total combined voting power of all classes of stock of the Company, shall be at least 110% of the fair market value of the stock on the date of grant and the term may not exceed 5 years.

The options vest and may be exercised according to terms determined by the committee. In the absence of any option vesting periods designated by the committee at the time of grant, options vest and become exercisable in one-third installments on each of the three anniversaries of the date of grant. The options may be exercised on a cashless basis if the committee so designates.

The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model and the assumptions in the following table. The expected volatility is based on the daily historical volatility of comparative companies, measured over the expected term of the option. The risk-free rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term closest to the expected term of the option. The following assumptions were used to determine the fair value of the options:

	Expected term of years	3.00
	Violatility	55.75%
	Risk free interest rate	0.19%
	Expected dividends	-
	Forfeitures	0.00%

A summary of the activity of the Company’s stock options for the year ended December 31, 2011 is presented below:

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding January 1, 2011				-		-		-
Granted		1,558,196	$	2.00		-	$	779,098
Exercised		-		-		-		-
Forfeited/Cancelled		-		-		-		-
Outstanding December 31, 2011		1,558,196	$	2.00		9.30	$	779,098
Exercisable December 31, 2011		586,971	$	2.00		9.24	$	293,485

For the year ended December 31, 2011, the Company recognized $378,452 in stock-based compensation costs related to the issuance of options to employees. These costs were calculated using the Black-Scholes Option Pricing Model and are reflected in other expenses.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

10. STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

A summary of the status of the Company’s unvested stock options as of December 31, 2011 is presented below:

	Number of Options			Weighted-Average Grant Fair Value

Outstanding January 1, 2011		-			-
Granted		1,558,196		$	0.64
Vested		(586,971	)		0.64
Non-vested shares forfeited		-			-
Non-vested at December 31, 2011		971,225		$	0.64

As of December 31, 2011, there was $615,221 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.24 years. The Company’s current practice is to issue new shares to satisfy option exercises. Compensation expense for all stock-based compensation awards is recognized using the straight-line method.

Warrants

Warrants are granted to investors, brokers and other service providers. As of December 31, 2011, the Company had 13,970,665 warrants outstanding with exercise prices ranging from $2 to $3. Below is summary of the warrant activity for years ended December 2010 and 2011:

	Shares
Outstanding at January 1, 2010		-
Granted		2,985,000
Cancelled/Forfeited		-
Exercised		-
Outstanding at December 31, 2010		2,985,000
Granted		19,699,776
Cancelled/forfeited		-
Exchanged for shares of common stock		(8,714,111	)
Outstanding at December 31, 2011		13,970,665

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

11. COMMITTMENTS AND CONTINGENCIES

During the ordinary course of business, the Company encounters various legal claims which, in the opinion of management, will not materially affect the Company’s financial position, results of operations or cash flows.

Trademark

On July 12, 2011, the Company entered into an amended and restated license agreement, pursuant to which it was granted the exclusive right to use of the trademark “AirTouch” and associated designs. Under the terms of the contract, the Company is required to make minimum royalty payments of $50,000 for 2012, $100,000 for 2013, and $150,000 for 2014. At the end of the three years, the Company has the option to either extend the agreement for an additional three years or to purchase the trademarks covered under the agreement for the greater of $500,000 or 75% of the total amount of royalties paid during the original term of the contract

Capital Lease Obligations

The following is a summary of property and equipment held under capital lease as of December:

	2011			2010
Cost	$	22,956		$	22,956
Accumulated depreciation		(14,628	)		(4,591	)
	$	8,328		$	18,365

Depreciation expense for assets held under capital lease was $10,037 and $4,591 for the years ended December 31, 2011 and 2010, respectively.

Future minimum payments under capital leases are as follows as of December 31, 2011:

2012	$	9,714
2013		30
Minimum lease payments		9,744
Less amount representing interest		(1,416	)
		8,328
Less current portion of capital lease obligations		(8,298	)
Capital lease obligations, net of current portion	$	30

Operating Leases

The Company leases office space in California under an operating lease. The Company signed a twenty-five month lease beginning on May 17, 2010 through June 17, 2012 at a monthly rent of approximately $4,200. On October 28, 2011, the Company amended the operating lease agreement for office space. The amended lease has an initial term of 36 months commencing on November 1, 2011 and includes minimum lease payments of $6,980 per month. The lease includes an option to extend the lease for an additional three year period at a lease rate which approximates fair market value.

The Company also leases office space in Tokyo, Japan under an operating lease. The Company signed a twenty-four month lease beginning on November 1, 2011 through October 31, 2013 at a monthly rent of approximately 220,000 yen (or $2,680 per month based on currency exchange rates as of March 12, 2012). The lease includes an option to extend the lease for an additional one year period at a lease rate which approximates fair market value.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

11. COMMITTMENTS AND CONTINGENCIES

Future minimum payments are as follows:

2012	$	116,328
2013		113,493
2014		73,998

	$	303,819

Rent expense was $55,404 and $29,555 for the years ended December 31, 2011 and 2010, respectively.

13. INCOME TAXES

The Company computes and records taxes payable based upon determination of taxable income which is different from pre-tax financial statement income. Such differences arise from the reporting of financial statement amounts in different periods for tax purposes. The timing differences are a result of different accounting methods being used for financial and tax reporting.

For the year ended December 31, 2011, the Company recorded an income tax provision of $43,486, primarily related to the Company’s controlling interest in a variable interest entity.

In accordance with ASC 740, Accounting for Income Taxes, the federal and state income tax provision for the years ended December 31, 2011 and 2010 are summarized as follows:

	December		December
	2011		2010
Current:
Federal	$	33,878	$	-
State		9,608		-
Foreign		-		-
Total current		43,486		-

Deferred:
Federal		-		-
State		-		-
Foreign		-
Total deferred		-		-

Total income tax provision	$	43,486	$	-

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

13. INCOME TAXES (Continued)

The items accounting for the difference between income taxes computed at the federal statutory rate and the benefit for income taxes were as follows:

	December 31, 2011			December 31, 2010

Provision computed at federal statutory rate		34.00	%		34.00	%
State tax, net of federal tax benefit		4.31	%		8.84	%
FMV adjustment on Warrants		-4.60	%		0.00	%
Other Adjustments		-3.02	%		0.00	%
Valuation Allowance		-30.69	%		-42.84	%
Effective Income Tax Rate		0.00	%		0.00	%

As of December 31, 2011, the Company has estimated federal, state and foreign net operating loss carryforwards of approximately $13,553,000, $13,399,000 and $165,000 respectively which can be used to offset future federal, state and foreign income tax. These net operating loss carryforwards expire in various years through 2031.

Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. The following summarizes the deferred tax assets as of December 31, 2011 and December 31, 2010:

	December 31, 2011			December 31, 2010
Net Operating Losses	$	5,455,500		$	2,577,829
Accrued Expenses		22,480			36,719
Stock Options & Warrants		87,253			22,073
Other		(594	)		6,639
Less: valuation allowance		(5,564,639	)		(2,643,260	)
Net deferred tax asset	$	-		$	-

The Company’s valuation allowance increased by $2,921,378 for the twelve months ended December 31, 2011. Due to a potential change in ownership under IRC 382, the amount of net operating loss that the Company may utilize in a future year may be limited under IRC Section 382.

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by a valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not.

The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

13. INCOME TAXES (Continued)

At December 31, 2011, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized. Accordingly, the Company has recorded a valuation allowance equivalent to 100% of its cumulative deferred tax assets.

As a result of the implementation of certain provisions of ASC 740 the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered materially uncertain. Therefore, there was no provision for uncertain tax positions for the years ended December 31, 2011 and 2010. Future changes in uncertain tax positions are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance.

The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its statements of operations. The Company has incurred no interest or penalties as of December 31, 2011 and 2010.

The following table summarizes the open tax years for each major jurisdiction:

Jurisdiction	Open Tax Years

Federal		2008-2010

State		2007-2010

14. FAIR VALUE DISCLOSURES

ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820-10 are described below:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following tables set forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by ASC 820-10, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

14. FAIR VALUE DISCLOSURES (Continued)

The table below sets forth a summary of the fair values of the Company’s financial assets and liabilities as of December 31, 2011.

	Total		Level 1		Level 2		Level 3
ASSETS:
Certificate of deposit	$	2,050,029	$	-	$	2,050,029	$	-
	$	2,050,029	$	-	$	2,050,029	$	-

The table below sets forth a summary of the fair values of the Company’s financial assets and liabilities as of December 31, 2010.

	Total		Level 1		Level 2		Level 3
LIABILITIES:
Detachable warrant liabilities	$	55,413	$	-	$	-	$	55,413
	$	55,413	$	-	$	-	$	55,413

The Company’s financial instruments consist primarily of certificates of deposit, accounts payable and accrued expenses, capital lease obligations, notes payable and derivative liabilities. The carrying amount of accounts payable and accrued expenses and capital lease obligations approximates fair value because of the short maturity of those instruments. The carrying value of notes payable approximates fair value because they contain market value interest rates and have specified repayment terms. The Company has applied certain assumptions in estimating these fair values. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

The carrying value of the Company’s restricted certificates of deposit are based on Level 2 assumptions related to significant observable inputs of interest rates and time to maturity.

The Company’s detachable warrant liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy.

The conversion option and detachable warrant liabilities are included in current liabilities in the accompanying consolidated balance sheets. The change in fair value of the conversion option and detachable warrant liabilities is included as a component of other income (expense) in the consolidated statements of operations.

AIRTOUCH COMMUNICATIONS, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

15. RELATED PARTY TRANSACTIONS

On March 31, 2010, $227,376 of unpaid salary and related accrued interest was forgiven by its Chief Executive Officer, which is included in other income in the statement of operations for the year ended December 31, 2010. The unpaid salary bore interest at 11.25% per annum. Unpaid interest on accrued salaries to the Chief Executive Officer was $0 and $22,978 at December 31, 2011 and 2010, respectively.

During 2010, a note payable to the Chief Executive Officer in the amount of $231,562 was cancelled in exchange for 475,063 shares of common stock. The Company recognized $243,501 of expense for the difference between the carrying amount of the debt extinguished and the fair value of the stock issued and is included in selling, general and administrative expense in the statement of operations.

In April 2011, the Company acquired a 49% interest in AirTouch Labs, Inc. for $14,969 from its shareholders and vice president of engineering.

In October 2011, the Company acquired a 100% interest in AirTouch Japan from one of its shareholders.

In November 2011, the Company invested $157,700 for a 50% interest in a joint venture in China with one of its shareholders, Bigtall Trading Company. During the year ended December 31, 2011, payments for research and development costs in the amount of $2,041,753 were paid to AirTouch Labs, Inc. which was eliminated during consolidation. The Company owns 49% of AirTouch Labs, Inc.

16. SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 21, 2012.

On January 24, 2012, the Company agreed to a warrant exchange agreement with Brightpoint whereby the Company issued 449,176 shares of common stock for the surrender of 3,593,407 warrants with an exercise price of $3.00 and a three-year term expiring July 8, 2013. The Company’s chairman of the board is an executive officer of Brightpoint. The transaction was approved by the disinterested board members.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief accounting officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 15a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation and for the reasons stated in section (c) below, our management, including our chief executive officer and chief accounting officer concluded that our disclosure controls and procedures were effective as of December 31, 2011 in ensuring all material information required to be filed has been made known in a timely manner.

(b) Changes in internal control over financial reporting.

There were no changes to our internal control over financial reporting, as defined in Rules 15a-15(f) under the Exchange Act that occurred during the year ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 15a-15(f) under the Securities Exchange Act of 1934. Management has assessed the effectiveness of our internal controls over financial reporting as of December 31, 2011 based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, and our overall control environment. Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2011.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report.

Item 9B. Other Information

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our executive officers and directors as of March 21, 2012 are set forth below:

Name	Age	Position
Hideyuki Kanakubo	52	President, Chief Executive Officer and Director
Jerome Kaiser, CPA	52	Vice President, Chief Financial Officer and Secretary
Tom Quan	51	Executive Vice President, Sales & Marketing
Hidekazu Nakama	54	Vice President, Research & Development
Larry Paulson	58	Chairman of the Board of Directors
James Canton	60	Director
J. Steven Roush, CPA	65	Director

Mr. Kanakubo has served as our president, chief executive officer and a member of our board of directors since February 2011. Mr. Kanakubo has been president, chief executive officer and a director of AirTouch, Inc. since its founding in August 2004. From 1983 to 2000 he served in various capacities at Uniden, including division chief in the satellite division, VP of Uniden America, and president of Uniden USA and Uniden Financial, Inc., and managing director of Uniden Japan. From 2000 to 2002, he created a joint venture between Uniden and Memorex after he left Uniden. This entity received a purchase order but when the manufacturer in Korea failed to timely deliver the product and then sued the company, the company elected to file Chapter 7 bankruptcy due to lack of working capital. Mr. Kanakubo’s experience as president and chief executive officer of AirTouch, Inc. qualifies him to be a member of our board of directors.

Mr. Kaiser has served as our chief financial officer and secretary since February 2011. Since March 2010, he has also served as the chief financial officer and secretary of AirTouch, Inc. From March 2006 until July 2009, he served as the executive vice president, chief financial officer and corporate secretary of ORYXE Energy International, a clean energy company. From January 2005 until February 2006, he served as a vice president and group finance director of Liz Claiborne, Inc. (NYSE: LIZ). Prior to 2005, Mr. Kaiser served in various financial management positions with Meguiar’s, Inc., a manufacturer and marketer of car care products; Mikasa, Inc., a publicly traded wholesaler of fine tableware; and Ultramar, Inc., a publicly traded refiner and marketer or integrated oil products. Mr. Kaiser began his career in public accounting at PriceWaterhouse. He is a certified public accountant and is a member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Following his departure from ORYXE Energy International, the board of directors elected to assign the assets of ORYXE Energy International to a newly created company, ORYXE International. ORYXE Energy International subsequently filed for bankruptcy.

Mr. Quan has served as our executive vice president, sales and marketing since September 2011. From January 2009 until September 2011, Mr. Quan served as President of Pegasus Consulting, a provider of sales and marketing services to the wireless communications industry. From January 2007 until April 2007, Mr. Quan served as vice president of wireless communications for RadioShack Corporation.

Mr. Nakama has served as our vice president, research and development since April 2011. Since April 2011, Mr. Nakama has also served as chief executive officer of AirTouch Labs, Inc., in which we own a 49% interest. From August 2004 to July 2009, Mr. Nakama served as vice president, engineering for Waxess Inc. and its successor company. From August 2009 until April 2011, Mr. Nakama was chief executive officer of HaaLee, Inc., an engineering services company.

Mr. Paulson has served as the chairman of our board of directors since February 2011. Since January 1, 2011, Mr. Paulson has served as executive vice president and chief marketing officer of Brightpoint, Inc. (NASDAQ: CELL), a global leader in providing supply chain solutions to leading stakeholders in the wireless industry. He has been working closely with Brightpoint since June 2010 as senior strategic development advisor, where he also served as a member of the global executive team and led critical initiatives in strategic planning, development and investments, and product portfolio and service expansion. From 1997 until November 2010, Mr. Paulson served as senior vice president and general manager of the Nokia CDMA Business Unit and also served as president of Technophone Corporation, a Nokia owned subsidiary, president of Nokia Product Corporation, another Nokia owned subsidiary, and vice president of Americas Business Development. Mr. Paulson’s business management experience and knowledge qualifies him to be a member of our board of directors.

Dr. Canton has served as a member of our board of directors since February 2011. Dr. Canton has served as the chairman and chief executive officer of the Institute for Global Futures, a leading think tank that he founded in 1990. He advises global Fortune 1000 companies, including: IBM, BP, Intel, Philips, General Electric, Hewlett Packard, Boeing, FedEx, and Proctor & Gamble. Dr. Canton is a former executive director of the Health Policy Council. He served on the advisory board of MIT’s Media Lab Europe. He is a senior fellow at the Kellogg School of Management Center for Research in Innovation. He serves on the Corporate Eco-Forum Advisory Board. He served as co-chairman of the Futures and Forecasting Track for NASA and has advised three White House administrations. Dr. Canton was also a business and strategic planning executive at Apple Computer. Mr. Canton’s business management and consulting experience and knowledge qualifies him to be a member of our board of directors.

Mr. Roush has served as a member of our board of directors since February 2011. Mr. Roush was with PricewaterhouseCoopers, LLP for 39 years, 30 of those as a partner. He served as an office managing partner, an SEC review partner for 20 years, and a risk management partner. Over his career, Mr. Roush has experience in a diverse number of industries ranging from manufacturing, telecommunications and retail, with a concentration in real estate and pharmaceuticals. He has a background in dealing with both private and public company boards of directors. Mr. Roush is the treasurer of and serves on the Board of Trustees and executive committee of the Orange County Museum of Art. He has served on the National American Heart Association audit committee and is currently the chair of the budget review subcommittee and member of the corporate operations coordinating committee. Mr. Roush is a member of the corporate cabinet of the Orange County United Way Tocqueville Society. Mr. Roush’s financial and accounting and knowledge and experience qualify him to be a member of our board of directors.

Our directors hold office until the earlier of their death, resignation or removal or until their successors have been qualified.

There are no family relationships between any of our directors and our executive officers.

Additional Information About our Board and its Committees

Directors’ and Officers’ Liability Insurance

We have obtained directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance also insures us against losses which we may incur in indemnifying our officers and directors. In addition, we may enter into indemnification agreements with key officers and directors and such persons shall also have indemnification rights under applicable laws, and our certificate of incorporation and bylaws.

Board Independence

We currently have four directors serving on our board of directors, Mr. Kanakubo, Mr. Paulson, Dr. Canton and Mr. Roush. We are not a listed issuer and, as such, are not subject to any director independence standards. Using the definition of independence set forth under the Nasdaq Marketplace Rules, Messrs. Paulson, Roush and Dr. Canton would be considered independent members of our board of directors.

Board Leadership Structure and Role in Risk Oversight

We have not adopted a formal policy on whether the chairman and chief executive officer positions should be separate or combined. Mr. Kanakubo has served as our chief executive officer and Mr. Paulson has served as our Chairman since February 2011.

Audit Committee

Our audit committee, consisting of Larry Paulson, James Canton, and J. Steven Roush, is primarily responsible for overseeing our risk management processes on behalf of our board of directors. We have identified Mr. Roush as the audit committee financial expert. We believe Mr. Roush to be independent as such term is defined under the Nasdaq Marketplace Rules. The audit committee receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the audit committee reports regularly to the full board of directors, which also considers our risk profile. The audit committee and the full board of directors focus on the most significant risks facing our company and our company’s general risk management strategy, and also ensure that risks undertaken by our company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Compensation Committee

We have established a compensation committee of our board of directors. The current members of our compensation committee are Larry Paulson, James Canton, and J. Steven Roush. Our compensation committee has overall responsibility for approving and evaluating the director and executive officer compensation plans, policies and programs of our company as well as reviewing annually our overall compensation structure and philosophy. Our compensation committee shall consist of no fewer than three members, each of whom shall independent as such term is defined under the Nasdaq Marketplace Rules

Committee Interlocks and Insider Participation

No member of our board of directors is or was formerly employed by us or our subsidiaries, except for Mr. Hideyuki Kanakubo, who is presently employed as our president and chief executive officer. We have not engaged in any transactions with members of our compensation committee except for compensatory arrangements set forth elsewhere in this report. None of our executive officers serve on the board of directors of another entity, whose executive officers serves on the compensation committee of our board of directors. None of our officers or employees participated in deliberations of our compensation committee concerning executive officer compensation.

Code of Ethics

We have adopted a code of ethics for all our employees, including our chief executive officer, principal financial officer and principal accounting officer or controller, and/or persons performing similar functions.

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to, our chief executive officer for the years ended December 31, 2011 and 2010 and our other two highest paid executive officers serving as of December 31, 2011 who earned in excess of $100,000 for services rendered in all capacities the years ended December 31, 2011 and 2010. In reviewing the following table, please note that:

·	Mr. DeMate served as our chief executive officer from 2009 through February 2011;

·	Mr. Kanakubo and Mr. Kaiser have served as our chief executive officer and chief financial officer, respectively, since February 2011;

·	The compensation reported for Mr. Kanakubo and Mr. Kaiser in 2011 and 2010 includes compensation awarded to, earned by or paid to them prior to December 2011 by AirTouch, Inc., our wholly-owned subsidiary acquired by us in February 2011; and

·	Mr. Kaiser was appointed as chief financial officer of AirTouch, Inc. in March 2010.

(amounts in thousands) Name and Principal Position(a)	Year (b)	Salary (c)		Bonus (d)		Stock Awards (e)		Option Award (f)		All Other Compensation (g)		Total (h)
Hideyuki Kanakubo, CEO	2011	$	240	$	—	$	—	$	—	$	46	$	286
	2010	$	225	$	—	$	—	$	—	$	—	$	225
Robert DeMate, CEO (former)	2011	$	—	$	—	$	—	$	—	$	—	$	—
	2010	$	—	$	—	$	—	$	—	$	—	$	—
Jerome Kaiser, CFO	2011	$	200	$	—	$	—	$	329	$	21	$	550
	2010	$	158	$	—	$	—	$	—	$	—	$	158

The dollar amounts in columns (e) and (f) reflect the values of options as of the grant date for the years ended December 31, 2011 and 2010, in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in footnote 10 to our audited consolidated financial statements for the year ended December 31, 2011.

Narrative Disclosure to Summary Compensation Table

We have no employment agreements with executive management; however we expect to enter into employment agreements with each of them in 2012

Outstanding Equity Awards at Year-End 2011

The following table sets forth outstanding option awards for executive team as of December 31, 2011.

Option Awards

Name (a)

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

(b)

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

(c)

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

(d)

Option

Exercise

Price

(e)

Option

Expiration

Date

(mm/dd/yyyy)

(f)

Jerome Kaiser

195,036

325,060

520,096

2.00

03/31/2021

2011 Director Compensation Table

(amounts in thousands)

Name (a)		Fees Earned (b)		Stock Awards (c)		Option Awards (d)		Non-Equity Incentive Plan Compensation (e)		Nonqualified Deferred Compensation Earnings (f)		All Other Compensation (g)		Total (h)
Larry Paulson	$	48	$		$	289	$		$		$		$	337
James Canton	$	14	$		$	64	$		$		$		$	78
J. Steven Roush	$	14	$		$	64	$		$		$		$	78

The dollar amounts in columns (d) and (h) reflect the values of equity awards as of the grant date, in accordance with ASC 718, Compensation-Stock Compensation, and, therefore, do not necessarily reflect actual benefits received by the individuals. Assumptions used in the calculation of these amounts are included in footnote 10 to our audited financial statements for the year ended December 31, 2011.

Narrative Disclosure to Director Compensation Table

We do not have compensation policy for members of our board of directors. However, we have entered into agreements with each of our independent directors that set forth, among other things, the compensation to be paid to such director. Pursuant to the terms of his agreement with us:

Larry Paulson shall serve as a director for a two-year period or until his removal (with cause) or resignation, and he shall receive (i) an annual cash fee of $36,000, payable quarterly, so long as he is still a member of the board of directors on the payment date; and (ii) options to purchase 451,754 shares of common stock, vesting in eight (8) equal quarterly installments.

Dr. James Canton shall serve as a director until his resignation or removal, and he shall receive (i) an annual cash fee of $14,000, payable quarterly, so long as he is still a member of the board of directors on the payment date; and (ii) options to purchase 100,000 shares of common stock, vesting in eight (8) equal quarterly installments.

J. Steven Roush shall serve as a director until his resignation or removal, and he shall receive (i) an annual cash fee of $14,000, payable quarterly, so long as he is still a member of the board of directors on the payment date; and (ii) options to purchase 100,000 shares of common stock, vesting in eight (8) equal quarterly installments.

Section 16(A) Beneficial Ownership Reporting Compliance

Because our common stock is not registered under the Exchange Act, our officers, directors and 10% stockholders are not required to file with the SEC beneficial ownership reports under Section 16 of the Exchange Act.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The table below sets forth the beneficial ownership of our common stock, as of March 21, 2012, by:

· All of our then current directors and executive officers, individually;

· All of our then current directors and executive officers, as a group; and

· All persons who beneficially owned more than 5% of our outstanding common stock.

The beneficial ownership of each person was calculated based on 19,828,745 shares of our common stock outstanding as of March 21, 2012, according to the record ownership listings as of that date and the verifications we solicited and received from each director and executive officer. The SEC has defined “beneficial ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power (solely or shared) to vote, sell or otherwise dispose of the share. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days of March 21, 2012, pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness, but excludes stock appreciation rights. Two or more persons might count as beneficial owners of the same share. Unless otherwise noted, the address of the following persons listed below is c/o AirTouch Communications, Inc., 1401 Dove Street, Suite 330, Newport Beach, California 92660.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percentage Beneficially Owned
5% Owners
Brightpoint, Inc. (1)	1,859,781	9.4%
Tony Tang (2)	1,765,042	8.5%
Frank K. Liu (3)	1,198,832	6.0%
Sandor Capital Master Fund, L.P. (4)	1,075,727	5.4%
Jessica Lu(5)	1,013,135	5.1%

Executive Officers and Directors:
Hideyuki Kanakubo (6)	1,858,143	9.4%
Jerome Kaiser (7)	195,036	1.0%
Larry Paulson (7)	225,877	1.1%
Dr. James Canton (7)	50,000	*
J. Steven Roush (8)	100,973	*
Hidekazu Nakama	20,000	*
Thomas Quan	56,058	*
All executive officers and directors as a group (six persons)	2,506,087	11.5%

* Less than one percent

(1)	The address for the reporting person is 7635 Interactive Way, Suite 200, Indianapolis, Indiana 46278

(2)	Includes 1,004,521 shares of common stock underlying warrants. The address for the reporting person is 870 Orlando Road, San Marino, CA 91108.

(3)	Includes 599,416 shares of common stock held by Clear Creek Holdings LP of which Mr. Liu has voting and dispositive power. The address for the reporting person is 16960 Gale Ave, City of Industry, CA 91745.

(4)	The address for the reporting person is 2828 Ruth Street, Ste 500, Dallas, TX 75201.

(5)	The address for the reporting person is 15F, 205, Pei-Hsin Road, Section 3, Taipei County 231, Hsin-Tien City, Taiwan.

(6)	Includes 1,087,228 shares of common stock held by SKCC, Inc. of which Mr. Kanakubo has voting and dispositive power.

(7)	Represents shares of common stock issuable upon exercise of stock options.

(8)	Includes 87,599 shares of common stock issuable upon exercise of options and warrants.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transaction Review

We have adopted a policy that any transactions with directors, officers or entities of which they are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of our board.

Except as described below, during the past three years, there have been no transactions, whether directly or indirectly, between us and any of our officers, directors or their family members, that exceeded $120,000.

During the period of September 2006 to February 2007, Hideyuki Kanakubo, our president and chief executive officer, and his wife loaned an aggregate of $140,000 to AirTouch, Inc. As of March 31, 2010, the Kanakubo's converted such amounts into 118,106 shares of our common stock.

During the period of June 2006 to July 2006, SKCC Inc., a corporation owned by Hideyuki Kanakubo and his wife, loaned an aggregate of $147,500 to AirTouch, Inc. As of March 31, 2010, SKCC Inc. converted such amounts into 356,957 shares of our common stock.

During the period of December 2006 to January 2008, Hideyuki Kanakubo agreed to defer his salary from AirTouch, Inc. in the aggregate amount of $182,000. As of March 31, 2010, Mr. Kanakubo agreed to forgive such amount.

Item 14. Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed to us for services rendered to us for the years ended December 31, 2011 and 2010 by our independent registered public accounting firm, Anton & Chia, LLP, for the audit of our consolidated financial statements for the fiscal years ended December 31, 2011 and 2010, and assistance with the reporting requirements thereof, the review of our condensed consolidated financial statements included in our quarterly reports on Form 10-Q, the filing of our Form 8-K, the filing of our Form S-1and accounting and auditing assistance relative to acquisition accounting and reporting.

(amounts in thousands)	2011		2010
Audit Fees	$	78	$	71
Audit-Related Fees		3		2
	$	81	$	73

Audit Committee Pre-Approval Policies

Our audit committee approves all audit fees, audit-related fees, tax fees and special engagement fees. The audit committee approved 100% of such fees for the year ended December 31, 2011.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial statements

Reference is made to the Index and Financial Statements under Item 8 in Part II hereof where these documents are listed.

(b) Financial statement schedules

Financial statement schedules are either not required or the required information is included in the consolidated financial statements or notes thereto filed under Item 8 in Part II hereof.

The exhibits to this Annual Report on Form 10-K are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.

Exhibit Index

2.1	Agreement and Plan of Merger, dated as of February 4, 2011, by and among Waxess Holdings, Inc., AirTouch, Inc., Inc. and Waxess Acquisition Corp. (1)
2.2	Certificate of Merger, dated February 4, 2011 merging Waxess Acquisition Corp. with and into AirTouch, Inc., Inc. (1)
3.1	Amended and Restated Certificate of Incorporation (1)
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation (5)
3.3	Amended and Restated Bylaws (1)
10.1	Form of Directors and Officers Indemnification Agreement (1)
10.2**	Waxess Holdings, Inc. 2011 Equity Incentive Plan (1)
10.3**	Form of 2011 Incentive Stock Option Agreement (1)
10.4**	Form of 2011 Non-Qualified Stock Option Agreement (1)
10.5	Form of Subscription Agreement (2)
10.6	Form of Warrant (2)
10.7	Registration Rights Agreement (2)
10.8	Form of Subscription Agreement (3)
10.9	Form of Warrant (3)
10.10	Registration Rights Agreement (3)
10.11	Amended and Restated License Agreement, dated July 12, 2011, among the Company and JMM Lee Properties†(6)
10.12	Global Master Distribution and Services Agreement dated July 23, 2010 between Waxess USA, Inc. and Brightpoint, Inc.*
10.13	Restricted Stock Purchase Agreement dated April 15, 2011 between Hidekazu Nakama and Waxess Research & Development, Inc.*
10.14	Restricted Stock Purchase Agreement dated April 15, 2011 between Waxess USA, Inc, and Waxess Research & Development, Inc.*
10.15	Restricted Stock Purchase Agreement dated August 26, 2011 between AirTouch Communications, Inc. and Fujita Takahiro*
10.16	Engineering Services Agreement dated November 1, 2011 between AirTouch, Inc. and AirTouch Labs, Inc.*
10.17**	AirTouch Communications, Inc. 2012 Equity Incentive Plan *
10.18**	Form of 2012 Incentive Stock Option Agreement *
10.19**	Form of 2012 Non-Qualified Stock Option Agreement*
10.20	Warrant Exchange Agreement dated January 23, 2012 between AirTouch Communications, Inc. and Brightpoint, Inc
14.1	AirTouch Communications, Inc. Code of Ethics(1)
21.1	List of Subsidiaries *
31.1	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*

* Filed herewith

** Indicates management compensatory plan, contract or arrangement.

† Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Commission.

(1)	Incorporated by reference from the Registrant's Current Report on Form 8-K, filed with the SEC on February 9, 2011.

(2)	Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on May 5, 2011.

(3)	Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on July 13, 2011.

(4)	Incorporated by reference from the Registrant's Current Report on Form 8-K/A filed with the SEC on June 9, 2011.

(5)	Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on July 25, 2011.

(6)	Incorporated by reference from the Registrant's Registration Statement on Form S-1 filed with the SEC on September 29, 2011.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	AIRTOUCH COMMUNICATIONS, INC.


Date: March 21, 2012	By:	/s/ Hideyuki Kanakubo
		Hideyuki Kanakubo
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date


/s/Hideyuki Kanakubo	Chief Executive Officer	March 21, 2012
Hideyuki Kanakubo	(Principal Executive Officer)


/s/Jerome Kaiser	Chief Accounting Officer	March 21, 2012
Jerome Kaiser	(Principal Financial Officer)


/s/Larry Paulson	Director	March 21, 2012
Larry Paulson


/s/ James Canton	Director	March 21, 2012
James Canton


/s/ J. Steven Roush	Director	March 21, 2012
J. Steven Roush

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