This following information specifies certain forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict, and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

Forward-looking statements include, but are not limited to, the following:

· Statements relating to our future business and financial performance;

· Our competitive position;

· Growth of the telecommunications industry in China; and

· Other material future developments that you may take into consideration

We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed in this report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations we described in our forward-looking statements, including among other things:

· Competition in the industry in which we do business;

· Legislation or regulatory environments;

· Requirements or changes adversely affecting the businesses in which we are engaged; and

· General economic conditions.

You are cautioned not to place undue reliance on these forward-looking statements. The assumptions used for purposes of the forward-looking statements 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.

The following discussion should be read in conjunction with the information contained in the financial statements and the notes thereto, which form an integral part of the financial statements. The financial statements begin on page F-2 below.

Our Reorganization and Merger Agreement with Trussnet has been accounted for as a reverse acquisition whereby Trussnet is deemed the accounting acquirer and the Company merely the legal acquirer. Accordingly, the consolidated financial statements presented are that of Trussnet as of its date of its inception (April 4, 2008). In connection with the Reorganization and Merger Agreement, the Company adopted the accounting acquirer's year end of December 31st pursuant to SEC rules.

Our efforts are principally focused on fulfilling our Framework Agreement with Chinacomm that we entered into on April 7, 2008. The contracts under the Framework Agreement call for us to design, engineer, install and operate a next generation wireless internet access network to bring high-speed wireless broadband services to mainland Chinese residents, businesses and governmental agencies. Specifically, we are expected to serve as exclusive contractor for the operation of a 3.5GHz world-wide broadband wireless telecommunications network and Mesh Wi-Fi broadband network in 29 major cities throughout the People's Republic of China. We have incurred in excess of $51 million in costs related to the deployment of three of the twenty nine cities in the Chinacomm Network. These costs relate to: (i) project management; (ii) radio frequency engineering; (iii) architectural design, including equipment and software approval; (iv) supervision of equipment installation; (v) network operational staffing; (vi) site acquisition, including preliminary research and predeployment analysis; (vi) design of security and redundancy systems; (vii) information transport engineering; (viii); construction management; and
(ix) network optimization.

Olotoa Investments has agreed to purchase $300 million of our Class A Common Stock. If this transaction is consummated, the proceeds will allow us to finance the Chinacomm Network design, installation and operation, in addition to provide capital to pay our existing debt and operational expenses.

Critical Accounting Policies and Estimates

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated 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 consolidated financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included herein for the period ended December 31, 2008.

Development Stage Company. We are a development stage company, as defined in Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises".

Loss per share. In accordance with SFAS No. 128, "Earnings Per Share", basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2008, we had approximately 32,000,000 shares of common stock related to the issuance of debt instruments that could be converted into shares of the Company's Series A common stock. Diluted loss per share is not presented, because the issuance of these additional common shares would be anti-dilutive.

Convertible Instruments. When we issue convertible debt with detachable instruments, we allocate the proceeds received on a relative fair value basis pursuant to EITF Issue No. 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios". Then, we apply the amount allocated to the convertible instrument, and an effective conversion price is calculated and used to measure the intrinsic value, if any, of the embedded conversion option. The intrinsic value of the embedded conversion option and the relative fair value of the detachable instruments are recorded as discounts to the convertible debt and amortized over the term of the debt.

When we issue convertible debt with non-detachable instruments, we compute the intrinsic value of the conversion option based on a comparison of the proceeds of the convertible instrument allocated to the common stock portion of the conversion option and the fair value at the commitment date of the common stock to be received by the holder upon conversion pursuant to EITF Issue No. 0027, "Application of Issue No. 98-5 to Certain Convertible Instruments". The excess of the fair value of the common stock at the commitment date over proceeds is the intrinsic value of the embedded conversion option that we recognize at the issuance date for the convertible debt. We record the intrinsic value of the embedded conversion option as a beneficial conversion feature to the convertible debt and amortize it over the term of the debt.

Goodwill and Identifiable Intangible Assets. Goodwill consists of the excess of the purchase price over the fair value of net assets acquired in purchase business combinations. At December 31, 2008, all goodwill is related to the Reorganization and Merger Agreement with Trussnet. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets", goodwill and intangible assets with indefinite lives are not amortized, but instead are measured for impairment at least annually in the fourth quarter, or when events indicate that impairment exists. As required by SFAS 142, in the impairment tests for indefinite-lived intangible assets, we compare the estimated fair value of the indefinite-lived intangible assets, using a combination of discounted cash flow analysis and market value comparisons. If the carrying value exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value over the estimate of fair value and, accordingly, record the loss.

Intangible assets that are determined to have definite lives are amortized over their useful lives and are measured for impairment only when events or circumstances indicate the carrying value may be impaired in accordance with SFAS 144 discussed below.

Impairment of Long-Lived Assets. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144), we estimate the future undiscounted cash flows to be derived from the asset to assess whether or not a potential impairment exists when events or circumstances indicate the carrying value of a long-lived asset may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows, we then calculate the impairment as the excess of the carrying value of the asset over our estimate of its fair value.

The following discussion and analysis summarizes the significant factors affecting our consolidated results of operations, financial conditions and liquidity position for the period from inception (April 4, 2008) to December 31, 2008 and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this filing.

Liquidity and Capital Resources

Since our inception we have incurred accumulated losses of $109 million. As of December 31, 2008, we had cash of $6,578 and had liabilities of $90.4 million, of which $90.3 million are deemed to be current liabilities. We expect to continue to incur net losses for the foreseeable future. Our auditors have expressed substantial doubt about our ability to continue as a going concern. In order to continue to operate our business, we will need to raise substantial amounts of additional capital.

From our inception (April 4, 2008) through December 31, 2008, we raised approximately $32 million related to our offering of our convertible notes. The notes bear interest of 10% per annum and are either past due or due ninety days after our receipt of a notice of redemption.

To avoid forfeiture of our interest in ChinaComm Cayman, which is pledged to secure payment of our $191 million promissory note to Trussnet Capital Partners (HK) Ltd., we must make quarterly interest payments of $3.8 million on June 9, 2009, September 9, 2009 and December 9, 2009, and make the final quarterly interest payment and repay the entire $191 million principal amount on March 9, 2010. The payment of the $191 million principal amount also is necessary to maintain our rights to participate in the operation of the Chinacomm Network.

On March 10, 2009, we entered into an agreement to sell 49% of our Series A common stock, on a fully diluted basis as defined in the agreement, to Olotoa Investments for a purchase price of $300 million. Pursuant to the terms of the agreement, Olotoa Investments will pay the purchase price between March 9, 2009 and September 9, 2010 in amounts and on dates as request by our Board of Directors. We expect the cash proceeds from this investment to be used primarily to capitalize Yunji and Trussnet Dalian, repay our $191 million promissory note to Trussnet Capital Partners (HK) Ltd. and to provide operating capital for the deployment of the Chinacomm Network. On May 1, 2009, we requested Olotoa Investments to pay $50 million of the purchase price. To date, Olotoa Investments has not made the requested payment.

Sources and Uses of Cash

We have utilized approximately $22 million to fund advances for a major portion of our vendors and suppliers related to our research and development, advances on a failed investment and administrative expenses, approximately $3 million in commissions paid on our convertible notes, and $5 million for our initial investment on the design and development of the Chinacomm Network.

The following table presents a summary of our sources and uses of cash for the period from our inception (April 4, 2008) to December 31, 2008:

Net cash used in operating activities:      $ (23,641,797 )
Net cash used in investing activities          (4,944,596 )
Net cash provided by financing activities      28,592,971
Increase in cash and cash equivalents       $       6,578

Operating Activities. The cash used in operating activities consists of the payment for services relating to the deployment of the Chinacomm Network and the payment of commissions on the convertible notes.

Investing Activities. The cash used in investment activities consists of our initial payment of $5 million to Trussnet Capital Partners (HK) Ltd. toward the purchase of our interest in Chinacomm Cayman.

Financing Activities. Net cash provided by financing activities consist of net cash proceeds from the issuance of convertible notes. The notes matured on December 31, 2008, unless they were extended by signing an amended and restated convertible note. In that case, the due date is ninety (90) days from the date the Company receives a notice of redemption from the convertible note holder. The convertible notes have an interest rate of 10% per annum.

Results of Operations for the period from inception (April 4, 2008) through December 31, 2008.

Revenues. We had no revenues from our inception on April 4, 2008 through December 31, 2008.

Operating Expenses. For the period from inception (April 4, 2008) through December 31, 2008 we had operating expenses of approximately $60 million. These expenses were attributable to general and administrative expenses of approximately $7.9 million, research and development cost of approximately $51.8 million, beneficial conversion costs related to our debt fully amortized as interest of approximately $27.1 million, interest expense accrued on our debt of approximately $3.5 million, loss on investment of approximately $6.6 million, and unrealized loss on change in fair value of a derivative of approximately $12.1 million. These expenses are further detailed as follows:

General and Administrative Expenses. The $7.9 million in general and administrative expenses is due to the $3.3 million in financing costs paid to various investment advisors for the amounts raised on our convertible debt offering and $4.6 million for operating costs.

Beneficial Conversion Costs. The $27.1 million in beneficial conversion costs is attributable to the excess of the conversion price over the quoted stock price pursuant to EITF 00-27. These costs relate to an offering of convertible notes, originally due December 31, 2008 and subsequently amended to provide for a due date of December 31, 2009, unless sooner tendered for redemption, in the aggregate principal amount of $34.1 million. The Company has accepted, as of December 31, 2008, a total of approximately $32 million in subscriptions. The convertible notes bear interest at 10%, and can be converted, together with accrued interest, into shares of common stock of the Company at $0.95 per share under the original convertible notes and at the lesser of $.95 per share or eighty percent (80%) of the volume weighted average of the closing bid price for the shares on the OTCBB for the ten (10) day period prior to the election to convert under the amended notes. During the period ended December 31, 2008, approximately $1.4 million of the outstanding notes were converted for 1,490,335 shares of the Company's Series A common stock.

As of December 31, 2008, the Company recorded a beneficial conversion liability in the amount of approximately $27 million related to the excess of the conversion price of notes over the Company's quoted stock price, resulting in a beneficial conversion cost of approximately $27 million fully amortized and included with interest expense.

Interest expense. The $3.5 million in interest expense is related to the accrued interest portion of the 10% convertible notes from their respective dates of issuance.

Net Loss. For the period from our inception (April 4, 2008) through December 31, 2008, our net loss from continuing operations was approximately $109 million.

 Contractual Obligations

The following table summarizes our contractual obligations as of December 31,
2008:

                                                                    Payment Due by Period
                                                                                                                More than 5
Contractual Obligations               Total          Less than 1 year        1-3 Years         3-5 Years           Years
Long Term Debt Obligations          246,210,537             51,315,537       194,895,000                 -                 -
Capital Lease Obligations                     -                      -                 -                 -                 -
Operating Lease Obligations                   -                      -                 -                 -                 -
Purchase Obligations                          -                      -                 -                 -                 -
Other Long Term Liabilities
Reflected on the Registrant's
Balance Sheet Under GAAP             41,354,625             41,354,625                 -                 -                 -
Total                               287,565,162             92,670,162       194,895,000