WISEDRIVER.COM, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

In the opinion of management, the accompanying consolidated financial statements of Wisedriver.com, Inc., contains all adjustments necessary to present fairly the Company’s financial position as of March 31, 2005 and December 31, 2004 and the statements of operations and cash flows for the three months ended March 31, 2005 and 2004.

The results of operations for the three months ended March 31, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year.

The accounting policies followed by the Company are set forth in Notes 1 and 2 to the Company’s financial statements included in its Annual Report on Form 10-KSB for the year ended December 31, 2004.

As of March 31, 2005 and December 31, 2004, notes payable to Atlas Equity Group, Inc., a related party, aggregated to $109,606 and $102,106, respectively. These notes are short-term borrowings with maturities of one year or less at an interest rate of 10% per annum.

Item 2. Management’s Discussion and Analysis

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our consolidated financial statements and notes thereto. Wisedriver.Com, Inc. is a development – stage company. Because the Company has not generated any revenue, it intends to report its plan of operation below.

The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

The Company’s operations have been devoted primarily to developing a business plan and raising capital for future operations and administrative functions. The Company intends to grow through internal development, strategic alliances, and acquisitions of existing businesses. Because of uncertainties surrounding its development, the Company anticipates incurring development stage losses in the foreseeable future. The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations.

THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

Development stage loss during the three months ended March 31, 2005 was ($11,682) as compared to development stage loss during the three months ended March 31, 2004 was ($11,182).

Expenses for the three months ended March 31, 2005 were primarily consulting fees ($5,000), accounting ($2,500) and legal services ($500). These professional are related primarily to the Company’s regulatory filings.

Expenses for the three months ended March 31, 2004 were primarily consulting fees ($6,000), professional fees such as accounting ($2,500) and transfer agent services ($675). These professional are related primarily to the Company’s regulatory filings.

PERIOD FROM MARCH 16, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2005

Our cumulative net losses since the inception are attributable to the fact that we have not derived any revenue from operations to offset out business development expenses.

Net loss since inception has amounted to ($485,323). These expenses were primarily salary ($131,925), office expenses for administrative services ($69,933) and professional fees such as consulting ($80,248), accounting ($79,319) and legal services ($41,136). The professional fees were related to the Company’s annual and quarterly filings.

Liquidity and Capital Resources

Despite capital contributions and loans from a related party, the Company continues to experience cash flow shortages that have slowed the Company’s growth.

The Company has primarily financed its activities from issuance of common stock of the Company and from a loan from Michael Farkas, the Company’s founder. A significant portion of the funds raised from loans from related and third parties has been used to cover working capital needs.

For the three months ended March 31, 2005 and 2004, we had a net loss of $11,682 and $11,182, respectively. Our accumulated deficit since the date of inception is $485,323. Such accumulated losses have resulted primarily from costs incurred in the development of the website, salary and various professional fees.

On March 26, 1999, the Company issued 1,000 common shares to Michael D. Farkas (Former President, Treasurer, Secretary), in consideration for management services valued at $0.10. Michael Farkas is deemed to be a founder and affiliate of the Company.

On April 12, 2000, the Company resolved to change the amount of shares authorized to issue from 2,000 to 250,000,000 with a par value of $.0001 per share.

On June 14, 2000, Wisedriver approved a 6,500 to 1 forward stock split of its common stock, $.0001 par value. Immediately following the split, Michael Farkas, the founder of the Company owned 6,500,000 common shares.

On June 15, 2000, the Company authorized the issuance of 49,967 shares of restricted common stock to several individuals for service rendered to the Company. This transaction was valued at $7,495.

On June 30, 2000, Wisedriver entered into an Interest Purchase Agreement with Wisedriver.com LLC in which Wisedriver will receive 80% of Wisedriver.com LLC for 450,000 shares of restricted common stocks and an option to purchase 450,000 shares, subject to terms of the agreement, at $.50 per share and a presidential position in the Company. This transaction was valued at $45.

On July 17, 2000, the Company entered into a private offering of securities pursuant to Regulation D, Rule 504, promulgated by the Securities Act of 1933. Common stock was offered to accredited and non-accredited investors for cash consideration of $.15 per share. 918,333 shares were issued to 39 unaffiliated investors. That offering is now closed.

On July 25, 2002, the Company entered into a private offering of securities pursuant to Regulation D, Rule 504, promulgated by the Securities Act of 1933, which authorized the issuance of 6,000,000 shares of common stock at $0.025 per shares. As of December 31, 2002, these shares have not yet been issued. In addition to this offering, 39 unaffiliated investors from the July 17, 2000 offering are offering to sell 918,333 shares of common stock, thus making these shares unrestricted shares when sold.