U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                         OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                          COMMISSION FILE NUMBER: 0-28581

                          5G WIRELESS COMMUNICATIONS, INC.
              (Exact name of registrant as specified in its charter)

                 Nevada                                82-0351882
(State or jurisdiction of incorporation            (I.R.S. Employer
             or organization)                      Identification No.)

          1350 East Flamingo Road, Suite 414, Las Vegas, Nevada     89119
                 (Address of principal executive offices)         (Zip Code)

                 Registrant's telephone number:  (702) 647-4877

     Securities registered pursuant to Section 12(b) of the Act: None

     Securities registered pursuant to Section 12(g) of the Act: Common
                            Stock, $0.001 Par Value

     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 preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes          No    X     .

     Indicate 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, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [  ].

     The Registrant's revenues for the fiscal year ended December 31,
2002 were $70,098.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of April 17, 2002:
$1,321,191.  As of April 17, 2002, the Registrant had 194,889,259
shares of common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes    No X.

                               TABLE OF CONTENTS

PART I.
                                                                      PAGE

     ITEM 1.  DESCRIPTION OF BUSINESS                                    3

     ITEM 2.  DESCRIPTION OF PROPERTY                                    7

     ITEM 3.  LEGAL PROCEEDINGS                                          8

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        8

PART II.

     ITEM 5.  MARKET FOR COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                            9

     ITEM 6.  PLAN OF OPERATION                                         13

     ITEM 7.  FINANCIAL STATEMENTS                                      20

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE                    20

PART III.

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION
              16(A) OF THE EXCHANGE ACT                                 21

     ITEM 10.  EXECUTIVE COMPENSATION                                   23

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                    25

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           26

     ITEM 13.  CONTROLS AND PROCEDURES                                  29

     ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND
               INDEX TO FINANCIAL STATEMENTS                            30

SIGNATURES                                                              31

CERTIFICATIONS                                                          31

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

     5G Wireless Communications, Inc. ("Registrant" or "5G") was
incorporated under the laws of the State of Nevada on October 23, 1998
as Tesmark, Inc.  In May 2000, the articles of incorporation of the
Registrant were amended to increase the number of authorized shares of
common stock to 50,000,000, and the number of preferred shares to
10,000,000.  In January 2001 the name of the company was changed to
"5G Wireless Communications, Inc." with the filing of a certificate of
amendment of articles of incorporation.  The Registrant's common stock
is trading on the Over the Counter Bulletin Board under the symbol
"FGWC".  On January 21, 2003, the Registrant's articles of
incorporation were amended to do the following: (a)  increase the
authorized shares of common stock of the Registrant to 800,000,000;
(b) in the future, an increase in the authorized capital stock of the
company can be approved by the board of directors without shareholder
consent; and (c) in the future, a decrease in the issued and
outstanding common stock of the company (a reverse split) can be
approved by the board of directors without shareholder consent.

Business of the Registrant.

     The Registrant seeks to build shareholder value through the
development of its technology.  The Registrant believes that wireless
communication, known as WiFi, has the potential to provide substantial
financial returns for its shareholders.  Presently, the company's
primary focus is on expanding its wireless networks in California, and
New York using their proprietary patent applied for technology.

     It is estimated that currently there are two hundred million
Internet users and that by the year 2005 that number will increase to
one billion, with the majority of users residing in North America. It
is further estimated that forty-nine million of those Internet users
by 2003 will have a high-speed connection. Just as intriguing are the
one billion mobile handheld web enabled devices to be in use by the
year 2003. In addition, growth in broadband connectivity and the
emergence of personal devices and consumer electronics with embedded
networking capability are defining consumers' needs throughout all
points in and out of the home.

     The domestic market for high-speed broadband services and
products is $26.1 billion and will expand to $59.7 billion by the end
of 2002 and according to the Yankee Group, there will be more than 1
billion Web-enabled mobile devices by 2003, generating as much as 63%
of the transactions on the Web.  The Registrant believes it is
positioned to participate in this growth and is targeting to capture a
modest 1% share of this market.  Jupiter Communications and Forester
Research, two leading research groups, independently predict that more
than 30 million users will be using broadband Internet connection to
the Internet by 2004.  The Registrant's speed to market will provide
the company with a significant level of early mover advantages on
achieving and exceeding its goals.

     Currently broadband has been offered primarily by telephone
company (telco) services and cable companies. The public switched
telephone network ("PSTN") is the most widely available access network
through copper wires installed by the incumbent local exchange carrier
("ILEC"). However, dial-up modem performance is unsatisfactory for
almost every high end residential and business users.  Clearly, the
PSTN was never designed to handle continuous, full-duplex, high-speed
data traffic, let alone high-end graphics and full-motion video!

     Digital subscriber line ("DSL") services are being offered by
using the existing copper infrastructure by carriers and other service
providers in some areas to provide voice and data up to 1.5 Mbps
speeds. However, DSL requires existing twisted pair copper wiring, is
limited in distance (typically up to 15,000 feet from the
concentrator) and may only be available at less than T1 speeds.
Further, DSL service may be asymmetrical, with upstream data rates as
low as 64 kbps and performance varying depending on system loading.
Service providers must either use the Telco copper pairs or install
their own if the right-of-way(s) can be established.

     The Registrant solution, developed over several years of research
and development by the principals at the company, which is now poised
to take advantage of the market demand for affordable high-speed
Internet access.  The demand for faster, broadband transmission speeds
has largely remained unsatisfied because a growing portion of the
market has found itself "priced out" of the "broadband revolution".
Especially critical in this regard has been the ability to deliver
broadband content over the "last mile" (the connection between the
Internet backbone and the end-user), which is the central data
bottleneck in telecommunications networks today.

     The Registrant's Wireless Wide Area Network, ("WWAN")
simultaneously provides higher bandwidth of up to 1000+ subscribers
from a single location while eliminating the bottlenecks associated
with DSL, Cable and dial-up modem subscribers. The WWAN solution
incorporates "burst technology" allowing us to offer data on demand.
A connection to its backbone can link all remote sites to a single
LAN; capable of large data transfers, campus voice communications,
video-conferencing & video on demand through a local loop to our ISP
exactly as if each site was on a single building Ethernet LAN.

     The Registrant has designed the solution for rapid and easy
deployment and can be deployed according to subscriber locations and
marketing strategy, from a number of small island sites to complete
coverage of an chosen geographical area.  Initial deployment can be
limited to a few cell sites and the network incrementally rolled out
as subscriber numbers grow.

(b)  Target Markets

     The Registrant's target markets are divided into three main
areas: Residential & Business Internet, Public Internet Access, Licensing.

     Residential Market - Demand for connectivity to the Internet will
continue to grow as households realize that the Internet can
significantly enhance communication, allow for the accessibility of
valuable information and provide opportunities to reach new markets
compare products and services. However, we believe that a number of
telecommunications companies have seriously overestimated the
residential absorption rate for high-speed connections and that this
miscalculation has been responsible for some rather stunning failures
in the marketplace.

     The problem is one of timing, and many high-speed Internet
providers are discovering that they have simply attempted to provide
too much, too soon, or at too great a capital cost. We believe our
services addresses many of the problems and limitations faced by other
providers of high-speed networking and Internet Services Provider.

     The Registrant believes that it is the first wireless Internet
Service Provider ("ISP") able to deliver an economical solution that
provides substantial savings for subscribers compared to cable and
DSL. A typical DSL infrastructure can cost up to 4 times as much as
our wireless network to support a similar number of users.  In
addition, the installation delays for new customers are usually
between 3-6 months.  Using the company's "proprietary" wireless
solution, clients can be up and running in less than two weeks.

     The Registrant intends to capitalize on the underserviced areas
in these major cities were it has been cost prohibitive to receive
high-speed connectivity.  However, even in areas that there are DSL
and Cable, the Registrant is able to provide services at a fraction of
the cost of these competing services allowing us to offer our services
at very competitive price.  Making it more difficult for them to compete.

     Business and residential customers in rural areas are another
target customers for the Registrant's wireless broadband services.
While fiber is present in most metropolitan central business districts
and there are efforts to extend its reach, it is too cost prohibitive
to deploy fiber in rural areas.  While deployment costs would not
equal those of hundreds of thousands of dollars per mile as they do in
downtown areas, deployment would still be too expensive based on the
potential return of investment for deploying fiber into rural areas.
DSL and cable services are available in more areas than fiber
services, but as previously illustrated, the smaller the town, the
smaller the chances of availability for those services. To further
compound the difficulties of utilizing DSL services in rural areas,
due to the distance sensitive nature of DSL, even if it is available
in rural areas, as the customer's distance from the phone company's
central office increases, their available throughput decreases.

     The end result is that business and residential customers in
rural areas have fewer choices for broadband Internet access than
their urban counterparts.  Further, in the case of services such as
DSL, in some instances they may have access to certain services but
not at the performance levels available in metropolitan areas.

     The rural market has more opportunity for fixed wireless
broadband services. There are fewer technologies to compete with and
as the bandwidth demands of the Internet continue to grow, these
customers' desire for broadband will continue to grow, creating an
environment for faster market penetration. To illustrate the point,
the Registrant intends to realize a higher rate of sales by targeting
customers who have a strong unmet demand than by targeting customers
who already have comparable solutions.

     Public Access Networks - The Registrant provides broadband
roaming allowing for mobile users to receive easy access to high-speed
Internet access at remote locations.  The company has seen a rapid
increase in demand for cost effective mobile broadband connectivity.
The Registrant is able to offer a solution enables quick and easy
access to broadband Internet allowing the company to realize
significant early mover advantages.  The Registrant believes it is
positioned to deliver services to these markets with the 5G WiFi "Hot
Zone" which will cover specific geographical areas creating a "Hot
Zone" for mobile users.

     Licensee - The Registrant will also focus on ISP's who are
looking for new ways to generate revenues.  The registrant is poised
to help ISP's meet the  growing demand for bandwidth from consumer
whose increasing adoption of Internet enabled applications have put a
tremendeous strain on the existing ISDN, Cable and DSL networks.

     ISPs today have limited choices for multi-megabit services. xDSL
services offered by the local ILECs are available for lease to ISPs,
but at a high price.  Cable is coming but ISPs may not be allowed
access because of restrictions.  New technologies will only be made
available to the big players - who pay millions for the licenses.  In
addition, the local provider and ISP depend on them to service their
customers causing untold problems for their customers. These providers
who over extended themselves deploying their networks are finding
themselves in financial distress. If they go out of business, the ISPs
they serve and their customers may lose service completely.

     The Registrant can provide managed end-to-end connectivity for
the last-mile solutions that surpass wire-line alternatives in terms
of performance and scalability yet cost far less and is offer to ISP
through a Territory License Agreement.  The ISP will also see improved
penetration into market as well as significant increase in profits
compared to traditional solutions.

     The Registrant intends to bring value with consistently industry-
leading, standards-based wireless IP router products and sophisticated
IP feature sets.  The Registrant's commitment to ongoing customer
support as well as research and development ensures that it provides
the ISP with products of the highest quality standards available.

(c)  Products & Services

     In response to consumer demand, the Registrant has combined and
coordinated core technologies into an array of seamless network
solutions.  The Registrant's solutions can be deployed as a "bundle of
services" in combination for a total solution or on a stand-alone
basis to address specific needs.  The following describes some of the
different network solutions and services that the company offers.

     Wireless Point-to-Multipoint Broadband Internet - The
Registrant's point-to-multipoint data service offers customers "always
on" dedicated bandwidth with the speed and bandwidth to meet any data
transmission objective. This fixed wireless service utilizes a plug-
and-play wireless Ethernet product line, which offers quick
installation, fast performance and hardware compatibility. It offers
simple plug-and-play wireless Internet connections offering customers
optimum performance and money saving solutions by allowing virtually
any type of stationary PC device to be connected to a LAN in minutes.

     Wireless Point-to-Point - The Registrant's point-to-point
wireless Ethernet bridges provide a variety of plug-and-play solutions
to the growing demand for transparent, reliable, and economical high-
speed network interconnectivity.  The company's solutions deliver
flexibility, reliability, and interoperability with existing networks.
The solution is easy to install and hassle-free, making it the ideal
solution for all wide-area network extensions, remote access, and
interconnect applications utilizing standard Ethernet interfaces.

     Wireless Local Area Networks - The Registrant provides a durable,
high-speed data transfer system that utilizes superior echo path
management and one of the best RF echo tolerance systems in the
industry. This system is effective in all environments including high
signal noise and in densely obstructed areas and delivers speeds
ranging from 1 Mbps to 11 Mbps with future speeds increasing to 54
Mbps.  Its performance makes the company LAN well suited and safe for
deployment in a wide range of markets and network applications.

     Dedicated Backbone Connectivity Services - Connectivity is a key
area to address when providing a complete communications solution.
The Registrant is able to provide a wide range of connectivity
solutions to the customer's premises via high-speed wireless or
dedicated wired connection.  The method adopted will be dependent on
project location, existing connectivity requirements and availability.

     The Registrant can provide VPN utilizes quality of service
("QoS") solution to develop private wide area network solutions that
link multiple facilities together as part of an integrated solution.
These services can be provided on a local, state or national level as
needed. Provide   network integration by providing independent
assessment of network needs and requirements. Expertise with various
computer environments allow for the most cost effective, manageable,
and user-friendly system to fit a particular business's needs.

(d)  Employees.

     The Registrant currently has five full time employees engaged in
marketing, sales, accounting, and in general administration.  The
Registrant also from time to time retains a number of marketing and
sales consultants or agents to support its grassroots marketing
efforts nationwide and in local communities.

ITEM 2. DESCRIPTION OF PROPERTY

     The Registrant leases offices of approximately 800 square feet in
Marina Del Rey, California under a month-to-month lease.  The monthly
rent is approximately $2,000.  The Registrant owns equipment and
furnishings totaling approximately $20,000.

ITEM 3.  LEGAL PROCEEDINGS.

     Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been threatened.

     On July 17, 2002, an action was filed against the Registrant in
the High Court of the Hong Kong Special Administrative Region, Court
of First Instance: Skyhub Asia Holdings Limited v. 5G Wireless
Communications Inc., Action No. 2767.  In this action, the plaintiff
alleges breach of contract in connection with an agreement between the
plaintiff and the Registrant, dated May 19, 2001 (see Exhibit 2.4 to
this Form 10-KSB), and seeks monetary damages in the amount of
$919,400 and interest.  The Registrant has filed an answer to this
complaint, and asserted certain counterclaims against the plaintiff,
including fraud and breach of contract.  The Registrant believes that
this case is without merit, but is unable to take any position at this
time as to the likely outcome of the matter.  The Registrant intends
to vigorously defend this action.

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

     The Registrant's Board of Directors unanimously approved the
following by written consent of the directors on September 30, 2002:

     (a)  A proposal to amend the articles of incorporation to
     increase the authorized shares of common stock of the Registrant
     to 800,000,000;

     (b)  A proposal to amend the articles of incorporation so that an
     increase in the authorized capital stock of the Registrant can be
     approved by the board of directors without shareholder consent;
     and

     (c)  A proposal to amend the articles of incorporation so that a
     decrease in the issued and outstanding common stock of the
     Registrant (a reverse split) can be approved by the board of
     directors without shareholder consent.

     The Registrant received the consent of a majority of the
outstanding shares of common stock for the Registrant for such
actions.  The filing of a Certificate of Amendment of Articles of
Incorporation with the Nevada Secretary of State to effect these
changes was made on January 21, 2003 (a date which is more than twenty
days after the filing of a Definitive Information Statement with the
Securities and Exchange Commission and its mailing to shareholders of
record from whom the company did not seek consent).

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     The Registrant's shares of common stock are traded on the Over
the Counter Bulletin Board (under the symbol "FGWC"; prior to February
12, 2001 the symbol was "TSMK") and the range of closing bid prices
shown below is as reported by that exchange.  The quotations shown
reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2002

                                            High          Low

Quarter Ended December 31, 2002             0.01          0.004
Quarter Ended September 20, 2002            0.02          0.009
Quarter Ended June 30, 2002                 0.05          0.02
Quarter Ended March 31, 2002                0.08          0.03

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2001


                                            High          Low

Quarter Ended December 31, 2001             0.12          0.02
Quarter Ended September 20, 2001            0.15          0.02
Quarter Ended June 30, 2001                 0.52          0.13
Quarter Ended March 31, 2001 *              0.78          0.31

*  The Registrant's common stock commenced trading on the Bulletin
Board on January 9, 2001.

Holders of Common Equity.

     As of April 17, 2003, there were approximately 104 shareholders
of record of the Registrant's common stock.

Dividend Information.

     The Registrant has not declared or paid a cash dividend to
stockholders since it was incorporated.  The Board of Directors
presently intends to retain any earnings to finance Registrant
operations and does not expect to authorize cash dividends in the
foreseeable future.  Any payment of cash dividends in the future will
depend upon the Registrant's earnings, capital requirements and other
factors.

Sales of Unregistered Securities.

     The Registrant made the following sales of unregistered
securities during the fiscal year ended on December 31, 2002:

     (a)  On February 12, 2002, the Registrant closed on a private
placement funding with investors represented by May Davis Group, Inc.
through subscription agreements (see Exhibit 4.4 to this Form 10-QSB).
The funding consists of a total of $250,000 principal amount, 5%
coupon convertible debentures due in 2005.  Funds were paid out of an
escrow account at First Union National Bank (see Exhibit 4.5 to this
Form 10-QSB), as follows: (i) the Registrant received $224,000; (b)
legal fees and other expenses of $6,000; and (c) commissions of
$20,000 to May Davis Group, Inc.).  This funding was placed with a
total of 2 investors, both of whom are accredited. These debentures
are convertible into common stock of the Registrant at (i) 120% of the
closing bid price (as reported by Bloomberg) on the closing date, or
(ii) 75% of the average of the three (3) lowest closing bid prices (as
reported by Bloomberg) during the ten (10) trading days immediately
prior to the conversion date.

     (b)  On February 13, 2002, the Registrant issued 16,000,000
shares of common stock, which have been deposited into an escrow
account held by Joseph LaRocco, Esq. pursuant to the terms of the
debenture offering until further notice (see Exhibit 4.6 to this Form
10-QSB).  An interest in these shares is secured by a security
agreement in favor of the investors (see Exhibit 4.7 to this Form 10-QSB).

     (c)  On February 20, 2002, the Registrant issued a total of
31,313,604 shares of common stock to five individuals for various
consulting services to be performed for the Registrant (three of these
individuals are affiliates of the Registrant).  These shares were
valued at $0.054 per share.

     (d)  On February 27, 2002, the Registrant issued 500,000 shares
of common stock to the chief operating officer of the Registrant for
consulting services to be performed for the Registrant.  These shares
were valued at $0.054 per share.

     (e)  On March 8, 2002, the Registrant issued a total of
11,078,946 shares of common stock to the president of the Registrant
for consulting services to be performed for the Registrant.  These
shares were valued at $0.045 per share.

     (f)  On March 19, 2001, the Registrant issued 100,000 shares of
common stock to one company for consulting services rendered to the
company.  These shares were valued at $0.054 per share.

     On this date, the Registrant also issued a total of 750,000
shares of common stock to three individuals (one of which is an
affiliate of the Registrant) in connection with the Registrant's
previous merger with 5G Partners, a private Canadian partnership.
These shares were valued at $0.054 per share.

     (g)  Between April 1, 2002 and June 24, 2002, the Registrant
issued a total of 9,704,523 shares of common stock to nine individuals
and companies for various consulting services to be performed for the
Registrant.

     (h)  On April 7, 2002, the Registrant sold 2,000,000 shares of
common stock to J.T. Tucker Inc., an accredited investor, for $100,000
($0.05 per share).

     (i) On April 10, 2002, the Registrant issued 1,184,523 shares of
common stock to Wireless Xtream Technologies Inc., a company
controlled by the chief operating officer of the Registrant, in
settlement of past due amounts owed to this company for services
rendered to the Registrant for the period of July 1, 2001 to December
31, 2001.  These shares were valued at $0.045 per share.

     (j) On April 24, 2002, the Registrant issued 10,000 shares of
common stock to an employee under the terms of an employment
agreement; these shares were never released to this employee since he
left the company thereafter.  The shares have now been cancelled and
returned to the treasury.

     (k)  On May 23, 2002, the Registrant issued 875,000 shares of
common stock to Dutchess Private Equities Fund, L.P. as consideration
for the execution of a settlement agreement and mutual release between
the parties.  These shares were valued at $0.054 per share.  This
settlement concerned a Private Equity Line of Credit entered into on
July 18, 2000 between the Registrant, on the one hand, and DRH
Investment Company, L.L.C. and Dutchess Private Equities Fund, L.P. on
the other.  Under this agreement, the Registrant agreed to sell, and
DRH and Dutchess L.P. to purchase, from time to time, up to
$10,000,000 of its common stock.  The Registrant later determined not
to proceed with this agreement.  Under this agreement, and as an
inducement to Dutchess L.P. to provide financing, the Registrant had
agreed to pay that firm a commitment fee 440,140 shares of Registrant
common stock that was to be registered in a Form SB-2 (later withdrawn).

     (l)  Between June 8, 2002 and June 17, 2002, the Registrant sold
a total of 2,033,332 shares of common stock to six individuals and one
company for a total consideration of $46,500 (prices varying from
$0.015 to $0.025 per share).

     (m)  On June 24, 2002 the Registrant sold a total of 953,304
shares of common stock to two accredited investors (one-half to each)
for a total consideration of $200,000 ($0.2098 per share).

     (n)  On June 24, 2002, the Registrant issued the following
warrants to each of the two individuals who purchased stock as
discussed in subparagraph (g) above pursuant to consulting agreements
between those individuals and the Registrant: A warrants to purchase
500,000 shares of Registrant common stock at $0.25 per shares and a
warrant to purchase 500,000 shares at $0.50, with no adjustments on
account of any stock split.  These warrants are exercisable upon
issuance and for a period of two years thereafter.

     (o)  On July 18, 2002, the Registrant cancelled a total of
2,400,000 shares of common stock in connection with a Mutual Release
Agreement, dated February 15, 2002 between the Registrant and Peteson
Investment Pte. Lt.  Under this agreement, all contractual parties
were released from any liabilities that may be associated with the
acquisition activities.

     (p)  At various times from August 6, 2002 to December 9, 2002,
the Registrant issued a total of 25,837,326 shares of common stock in
connection with conversion of convertible debentures issued by the
Registrant on February 12, 2002 (see Exhibit 4.4 to this Form 10-QSB).
The original debentures issued to two investors were broken up to a
total of 11 investors.  The shares issued were valued between $0.0048
and $0.0176.

     (q)  On September 29, 2002, the Registrant issued a total of
1,089,985 shares of common stock to two consultants for services
rendered to the company, valued at a total of $32,700 ($0.03 per share).

     (r)  On October 9, 2002 and October 10, 2002, the Registrant
issued a total of 913,333 shares of common stock to two individuals
pursuant to a finder agreement between each of those individuals and
the company, valued at $5,780 (average of $0.0063 per share).  On the
later date, the Registrant also issued 476,652 shares of common stock
to one individual for services to be rendered to the company under a
consulting agreement.

     (s)  On October 15, 2002, the Registrant issued a total of
1,527,047 shares of common stock to eight employees of the company as
compensation for a decrease in salary, valued at $10.689 ($0.007 per share).

     (t)  On November 30, 2002, the Registrant issued 100,000 shares
of common stock in lieu of the payment of rent on an office space for
the company, valued at $500 ($0.005 per share).  On that date, the
Registrant also issued 2,806,154 shares of common stock, valued at
$14,031 ($0.005 per share), under a mutual release agreement between
the Registrant and Jones Broadband International.

     All these offerings were made under Rule 506 of Regulation D by
the fact that:

     - the sales were made to sophisticated or accredited investors, as
       defined in Rule 502;

     - the Registrant gave each purchaser the opportunity to ask
       questions and receive answers concerning the terms and conditions
       of the offering and to obtain any additional information which
       the company possessed or could acquire without unreasonable
       effort or expense that is necessary to verify the accuracy of
       information furnished;

     - at a reasonable time prior to the sale of securities, the
       Registrant advised each of the purchasers of the limitations on
       resale in the manner contained in paragraph Rule 502(d)2 of this
       section;

     - neither the Registrant nor any person acting on its behalf sold
       the securities by any form of general solicitation or general
       advertising; and

     - the Registrant exercised reasonable care to assure that each of
       the purchasers of the securities is not an underwriter within the
       meaning of Section 2(11) of the Act in compliance with Rule 502(d).

ITEM 6.  PLAN OF OPERATION.

     The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained
elsewhere in this report.

Twelve-Month Plan of Operation.

     The Registrant will utilize its wireless platform to extend
services to locations currently under serviced or not serviced at all
by the cable and DSL providers. The platform will reduce overall cost
by as much as 40% over other wireless providers and allow us to be
profitable in areas that will not be serviced by others because of the
capital requirements.

     To date, the Registrant has built a wireless network in New York
State, California and Florida. In New York State, which was has been
the research and development area for the company, we anticipate very
minimal growth in subscribers as we develop new wireless solutions
that are developed and tested in the controlled environment in Sidney
and Bainbridge New York. Additional tower locations and bridging
locations have been added in 2002 to service clients in Binghamton,
Johnson City and Vestal. To facilitate additional growth, the
Registrant entered into a Licensing agreement with a territory partner
to market the Registrant service, unfortunately this relationship
faltered in late 2002 and resulted in a demand notice being issued and
a termination of the agreement by the Registrant.  The Registrant is
currently reviewing all remedies and legal options. The Registrant has
also moved network equipment from Sidney, NY to co-location facilities
to provide better security and redundancy for the clients. However,
the Sidney facility will continue to be used as a point of presence.

     In 2003, the company anticipates to more than quadrupling its
coverage area in California to include Marina Del Rey, Santa Monica,
Culver City, Century City, Hollywood and San Fernando Valley  and
expects to expand its services in Garden Grove and Orange County.

     The Registrant's rollout will balance the needs of an
initial base location and our evolving network footprint.  The network
footprint is the single greatest asset of the Registrant.  The
Registrant's network engineers can accurately predict capabilities,
extensive network modeling and business intelligence analysis into one
integrated environment, providing opportunities to optimize the value
of our network coverage.  This means the Registrant will have a cost
advantage compared to its closest competitor.

     The Registrant is also delivering VoIP wireless services as part
of a test facility in Florida. The Registrant has had success thus far
and plans to make technical improvements to perfect the system for
consumer use with a launch expected in 2003.

     The Registrant is also looking at a series of smaller companies
to acquire or to enter into a joint venture to increase our
penetration into new markets and to establish a new bases of
operation.  In addition, the company is seeking relationships with
ISP's who would like to offer broadband services to their subscriber
base and are willing to oversee the expansion as local operators in a
given territory.

     The Registrant's research and development will focus on
developing new technology capable of delivering higher bandwidth
capacity over the existing network as well as development of a voice
over IP service for both business and residential users. In addition
the company will consider additional applications for patents in
addition to the one that has already been submitted to the U.S. Patent
and Trademark Office.

     The Registrant plans to expand its network through the
negotiations with a number of building management companies, tower
suppliers, and site acquisition companies to assist in the timely
rollout of our network.  Costs for these locations can vary widely
depending on the capacity requirements and equipment needed to service
that particular area.

     To facilitate this growth, the Registrant intends to acquire
additional sales representatives, telemarketers, engineers and
technicians to service and maintain its networks.  There will also be
a need to increase sales and support staff to ensure continued growth
and maintenance of the company's high quality of service.  These
numbers may vary depending on the rollout time frames, capital costs,
and acquisition of staff from any potential company acquisitions.

     The Registrant has devoted substantial resources to the
build out of its networks with limited resources applied to its
marketing programs.  As a result, the Registrant has historically
experienced operating losses and negative cash flow.  These operating
losses and negative cash flows may continue through additional
periods, however, the Registrant is currently focusing on several new
areas of expansion, including the development of a new market
strategy, establishing a credit line, expanding their network and
hiring more technicians to service their networks.   The Registrant
intends to implement these new developments starting in 2003.

Risk Factors Connected with Plan of Operation.

(a)  Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.

     The Registrant has had limited prior operations to date.  Since
the Registrant's principal activities to date have been limited to
organizational activities, research and development, and prospect
development, it has only a limited record of revenue-producing
operations under its current plan of business.  Consequently, there is
only a limited operating history upon which to base an assumption that
the Registrant will be able to achieve its business plans.  In
addition, the Registrant has only limited assets.  As a result, there
can be no assurance that the Registrant will generate significant
revenues in the future; and there can be no assurance that the
Registrant will operate at a profitable level.  If the Registrant is
unable to obtain customers and generate sufficient revenues so that it
can profitably operate, the Registrant's business will not succeed.
Accordingly, the Registrant's prospects must be considered in light of
the risks, expenses and difficulties frequently encountered in
connection with the establishment of a new business.

     The Registrant has incurred losses from operations: $6,446,987
for the fiscal year ended December 31, 2001 and $6,189,924 for the
fiscal year ended December 31, 2002.  At December 31, 2002, the
Registrant had an accumulated deficit of $12,711,430.

     As a result of the fixed nature of many of the Registrant's
expenses, the Registrant may be unable to adjust spending in a timely
manner to compensate for any unexpected delays in the development and
marketing of the Registrant's products or any capital raising or
revenue shortfall.  Any such delays or shortfalls will have an
immediate adverse impact on the Registrant's operations and financial
condition.

(b)  Need for Additional Financing May Affect Operations and Plan of
Business.

     The working capital requirements associated with the plan of
business of the Registrant will continue to be significant.  The
Registrant anticipates, based on currently proposed assumptions
relating to its operations, that it cannot continue its operations
without securing additional financing.  The Registrant anticipate, at
the present time, that it will need to raise up to $10,000,000 in the
next twelve months to implement its sales and marketing strategy and
grow.  In the event that the Registrant's plans change or its
assumptions change (due to unanticipated expenses, technical
difficulties, or otherwise), the Registrant would be required to seek
additional financing sooner than currently anticipated or may be
required to significantly curtail or cease its operations.

     Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
might seek to compensate providers of services by issuance of stock in
lieu of cash.

     If funding is insufficient at any time in the future,  the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.

(c)  Substantial Competition May Affect Ability to Sell Products.

     The Registrant may experience substantial competition in its
efforts to locate and attract customers for its products.  Many
competitors in the wireless industry have greater experience,
resources, and managerial capabilities than the Registrant and may be
in a better position than the Registrant to obtain access to attract
customers.  There are a number of larger companies that will directly
compete with the Registrant.  Such competition could have a material
adverse effect on the Registrant's profitability or viability.

(d)  The Registrant's Success Will Depend on Its Ability to Develop
Products and Services That Keep Pace with Technological Advances.

     The market for data access and communications services is
characterized by rapidly changing technology and evolving industry
standards in both the wireless and wire line industries. The
Registrant's success will depend to a substantial degree on our
ability to develop and introduce, in a timely and cost-effective
manner, enhancements to our high-speed service and new products that
meet changing customer requirements and evolving industry standards.
For example, increased data rates provided by wired data access
technologies, such as digital subscriber lines, may affect customer
perceptions as to the adequacy of our service and may also result in
the widespread development and acceptance of applications that require
a higher data transfer rate than our high-speed service provides. The
Registrant's technology or systems may become obsolete upon the
introduction of alternative technologies.  If the Registrant does not
develop and introduce new products and services in a timely manner, it
may lose users to competing service providers, which would adversely
affect its business and results of operations.

(e)  The Registrant's Intellectual Property Protection May Be
Inadequate to Protect Its  Proprietary Rights.

     The Registrant has submitted an application to  the U.S. Patent
and Trademark Office (see Exhibit 99.2 to this Form 10-KSB) in
connection with a utility patent.  The Registrant uses the term "5G
Wireless" in connection with its products and services.  The
Registrant believes that its trademarks and copyrights, trade name and
the signature look have significant value and are important to the
marketing and promotion of the Registrant and its products and
services.  Although the Registrant believes that its trademarks and
copyrights do not and will not infringe trademarks or violate
proprietary rights of others, it is possible that existing trademarks
and copyrights may not be valid or that infringement of existing or
future trademarks or proprietary rights may occur.  In the event the
Registrant's trademarks or copyrights infringe trademarks or
proprietary rights of others, the Registrant may be required to change
its name or obtain a license.  There can be no assurance that the
Registrant will be able to do so in a timely manner, on acceptable
terms and conditions, or at all.  Failure to do any of the foregoing
could have a material adverse effect on the company.  In addition,
there can be no assurance that the Registrant will have the financial
or other resources necessary to enforce or defend a trademark
infringement or proprietary rights violation action.  Moreover, if the
Registrant's trademarks or copyrights infringe the trademarks or
proprietary rights of others, it could, under certain circumstances,
become liable for damages, which could have a material adverse effect
on the Registrant.

     The Registrant also relies on trade secrets and proprietary know-
how and employs various methods to protect its concepts, ideas and
concepts in development.  However, such methods may not afford
complete protection and there can be no assurance that others will not
independently develop similar know-how or obtain access to the
Registrant's know-how, concepts, ideas and documentation.
Furthermore, although the Registrant has or expects to have
confidentiality and non-competition agreements with its employees, and
appropriate consultants, there can be no assurance that such
arrangements will adequately protect the Registrant's trade secrets or
that others will not independently develop products similar to that of
the company.

(f)  Other External Factors May Affect Viability of Registrant.

     The industry of the Registrant in general is a speculative
venture necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Registrant will
result in a commercially profitable business.  The marketability of
its products will be affected by numerous factors beyond the control
of the Registrant.  These factors include market fluctuations, and the
general state of the economy (including the rate of inflation, and
local economic conditions), which can affect companies' spending.
Factors that leave less money in the hands of potential customers of
the Registrant will likely have an adverse effect on the Registrant.
The exact effect of these factors cannot be accurately predicted, but
the combination of these factors may result in the Registrant not
receiving an adequate return on invested capital.

(g)  Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Registrant.

     The Registrant's success is dependent upon the hiring of key
administrative personnel.  Only the Registrant's three officers have
employment agreements with the Registrant; therefore, there can be no
assurance that other personnel will remain employed by the Registrant,
or that the three officers will remain after the termination of such
agreements.  Should any of these individuals cease to be affiliated
with the Registrant for any reason before qualified replacements could
be found, there could be material adverse effects on the Registrant=s
business and prospects.  In addition, management has no experience is
managing companies in the same business as the Registrant.

     In addition, all decisions with respect to the management of
the Registrant will be made exclusively by the officers and directors
of the Registrant.  Shareholders of the Registrant will only have
rights associated with such ownership to make decisions that affect
the Registrant.  The success of the Registrant, to a large extent,
will depend on the quality of the directors and officers of the
Registrant.  Accordingly, no person should invest in the shares unless
he is willing to entrust all aspects of the management of the
Registrant to the officers and directors.

(h)  Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by Registrant.

     The Registrant's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Registrant for monetary damages arising from a breach
of their fiduciary duties as directors.  In addition, the Registrant's
Bylaws provide that the company shall indemnify the officers,
directors, and employees in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, except
in relation to matters as to which it shall be adjudged in such
action, suit or proceeding, or in connection with any appeal therein
that such officer, director or employee is liable for gross negligence
or misconduct in the performance of his duties.  Any limitation on the
liability of any director, or indemnification of directors, officer,
or employees, could result in substantial expenditures being made by
the Registrant in covering any liability of such persons or in
indemnifying them.

(i)  Potential Conflicts of Interest May Affect Ability of Officers
and Directors to Make Decisions in the Best Interests of Registrant.

     The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
that may not be susceptible to resolution.  All of the potential
conflicts of interest will be resolved only through exercise by the
directors of such judgment as is consistent with their fiduciary
duties to the Registrant.  It is the intention of management, so as to
minimize any potential conflicts of interest, to present first to the
board of directors to the Registrant, any proposed investments for its
evaluation.

(j)  Control by Officers and Directors Over Affairs of the
Company May Override Wishes of Other Stockholders.

     The Company's officers and directors beneficially own
approximately 15% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the ability
to exercise influence over all matters requiring stockholder approval.
Accordingly, it could be difficult for the investors hereunder to
effectuate control over the affairs of the Company.  Therefore, it
should be assumed that the officers, directors, and principal common
shareholders who control these voting rights will be able, by virtue
of their stock holdings, to control the affairs and policies of the
Company.

(k)  Non-Cumulative Voting May Affect Ability of Shareholders to
Influence Registrant Decisions.

     Holders of the shares are not entitled to accumulate their votes
for the election of directors or otherwise. Accordingly, the holders
of a majority of the shares present at a meeting of shareholders will
be able to elect all of the directors of the Registrant, and the
minority shareholders will not be able to elect a representative to
the Registrant's board of directors.

(l)  Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

     The board of directors does not anticipate paying cash dividends
on the shares for the foreseeable future and intends to retain any
future earnings to finance the growth of the Registrant's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements, and the general operating and
financial condition of the Registrant, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

(m)  No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Registrant's Stock.

     There has been only a limited public market for the common stock
of the Registrant.  The common stock of the Registrant is currently
quoted on the Over the Counter Bulletin Board.  As a result, an
investor may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of the Registrant's securities. In
addition, the common stock is subject to the low-priced security or so
called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities.  The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent regulations
adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.

(n)  Effects of Failure to Maintain Market Makers.

     If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market.  There can be no assurance the Registrant will be able to
maintain such market makers.

(o)  Shares Eligible For Future Sale.

     Approximately 24,000,000 of the 29,740,385 shares of common stock
that are currently held, directly or indirectly, by management have
been issued in reliance on the private placement exemption under the
Securities Act of 1933.  Such shares will not be available for sale in
the open market without separate registration except in reliance upon
Rule 144 under the Securities Act of 1933.  In general, under Rule 144
a person (or persons whose shares are aggregated) who has beneficially
owned shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of the Registrant
(as that term is defined under that rule) would be entitled to sell
within any three-month period a number of shares that does not exceed
the greater of 1% of the then outstanding shares of common stock, or
the average weekly reported trading volume during the four calendar
weeks preceding such sale, provided that certain current public
information is then available.  If a substantial number of the shares
owned by these shareholders were sold pursuant to Rule 144 or a
registered offering, the market price of the common stock could be
adversely affected.

Forward Looking Statements.

     The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control.  The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate.  The Registrant disclaims any intent or obligation to
update "forward looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2002, and for the year ended December 31, 2001 are presented in a
separate section of this report following Item 14.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     (a)  Effective on April 15, 2003, the independent accountant who
was previously engaged as the principal accountant to audit the
Registrant's financial statements, Randy Simpson, CPA, P.C., was
dismissed. This dismissal was approved by the Board of Directors.
This firm audited the Registrant's financial statements for the fiscal
years ended December 31, 2000 and 2001.  The accountant's report on
the financial statements for those periods neither contained an
adverse opinion or a disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope, or accounting principles.

     During the Registrant's two most recent fiscal years and the
subsequent interim period preceding such dismissal, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that
occurred within the Registrant's most recent fiscal year and the
subsequent interim period preceding the former accountant's dismissal.

     (b)  Effective on April 15, 2003, the firm of Michael Deutchman,
CPA has been engaged to serve as the new principal accountant to audit
the Registrant's financial statements.  The decision to retain this
accountant was approved by the Board of Directors.  During the
Registrant's two most recent fiscal years, and the subsequent interim
period prior to engaging this accountant, neither the Registrant (nor
someone on its behalf) consulted the newly engaged accountant
regarding any matter.

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The names, ages, and respective positions of the directors and
executive officers of the Registrant are set forth below.  The
directors named below will serve until the next annual  meeting of the
Registrant's stockholders or until their successors are duly elected
and have qualified.  Directors are elected for a term  until the next
annual stockholders' meeting.  Officers will hold their positions at
the will of the board of directors, absent any employment  agreement,
of which none currently exist or are contemplated.  There are no
arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders
may directly or indirectly participate in or influence the management
of the Registrant's affairs.  There are no other promoters or control
persons of the Registrant.  There are no legal proceedings involving
the directors and officers of the Registrant.

     On January 10, 2002, all of the current directors of the
Registrant (except for Robert Kirish) were appointed to the board of
directors.  Subsequently on that date, all of the former directors of
the Registrant, Messrs. Tan, Schwabe, and Lajeunesse, resigned from
the Board of Directors.  Mr. Kirish was appointed to the board of
directors on January 22, 2002.  None of the resigning directors had
any disagreement with the Registrant on any matter relating to the
Registrant's operations, polices or practices and have requested that
any such matters be disclosed.  Mr. Kirish resigned from the board of
directors on October 5, 2002; Mr. Boudewyn was appointed as a director
and treasurer on that date.

Directors and Executive Officers.

(a)  Jerry Dix, President/Chief Executive Officer/Director.

     Mr. Dix, age 56, has been in the wireless industry since 1994 and
was a pioneer in the pre-paid cellular industry with Globalwise
Communications and Prepaid Technologies.  In 1995, Dix and his partner
launched PrePay Technologies, a wholly owned subsidiary of Globalwise
Communications.  PrePay Technologies was developed with proprietary
technology that enabled PrePay Technology to deliver a prepaid
wireless platform as a re-seller for AirTouch in San Diego,
California.  In 1996, Mr. Dix helped found Satellite Control
Technologies, a publicly traded company with patented one and two-way
paging technologies, where he worked until being named president and
chief executive officer of the Registrant in January 2002.  Mr. Dix
helped develop and launch the AlphaTrak locating and control system
that utilizes this patented technology combined with GPS technology to
locate assets in North America.

(b)  Brian Corty, Secretary/Chief Technology Officer/Director

     Mr. Brian Corty, age 32, joined the Registrant in January 2002.
Mr. Corty is the former President of Wireless Think Tank, Inc., a
high-speed wireless Internet provider.  Prior to working with Wireless
Think Tank, Inc., Mr. Corty gained significant wireless experience.
At Darwin Networks from 2000 to 2002, where Mr. Corty served as
Director of RF Engineering, he designed and built a standard wireless
point of presence for national deployment.  He co-founded Last Mile
Corp. in 1999 after co-founding PA Wireless in 1998 and B&C
Enterprises/Fishnet in 1990.  Mr. Corty is credited with deployment of
one of the first east coast wireless Internet service provider and has
acquired several patent in the high-speed wireless industry.

(c)  Don Boudewyn, Assistant Secretary/Treasurer/Chief Operating
Officer/Executive Vice President/Director.

     Mr. Boudewyn, age 38, has held his current position with the
Registrant since January 2002.  He has held various positions with the
Registrant, including president and vice president of international
sales since founding the Registrant in 2000.  From October 1998 to
October 2000, Mr. Boudewyn served as a major account executive and
business development manager for Celterra Vancouver Ltd., where he was
responsible for sales, marketing and business development strategies
for a national fiber optic network.  Prior to his experience in the
communications arena, Mr. Boudewyn worked in real estate from July
1986 to October 1998.

Compliance with Section 16(a) of the Securities Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers and directors, and persons who beneficially own
more than 10% of any class of the Registrant's equity securities to
file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("SEC").  Executive
officers, directors and beneficial owners of more than 10% of any
class of the Registrant's equity securities are required by SEC
regulations to furnish the Registrant with copies of all Section 16(a)
forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2002, and certain written representations from executive officers and
directors, the Registrant is aware that the following report on Form 4
was not timely filed in 2002: A Form 4 for March 16, 2002 to reflect
the transfer by bone-fide gift by Mr. Dix of a total of 766,668 shares
of his common stock to certain family members.  This transaction has
now been reported under a Form 5 for 2002, which was not timely filed,
that has been prepared and filed with the SEC.  The Registrant is
unaware of any other required reports that were not timely filed.

ITEM 10.  EXECUTIVE COMPENSATION.

                          Summary Compensation Table.

     The following table sets forth the compensation earned for
services rendered during the fiscal years indicated by each of the
persons who served as the chief executive officer of the Registrant,
or persons discharging comparable duties, and to the executive
officers of the Registrant whose compensation exceeded $100,000, for
each of the three years in the period ended December 31, 2002.



<TABLE>
<CAPTION>
<S>            <C>       <C>     <C>        <C>             <C>       <C>            <C>      <C>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
   (a)          (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)

Jerry Dix,     2002     $62,423    0         0            $498,553         0             0         0
CEO

Brian Corty    2002     $64,808    0         0            $598,263         0             0         0
Secretary

Don Boudewyn   2002     $29,778    0         0            $ 27,500         0             0         0
COO

Michael Tan    2001     $38,500    0         0            $364,200         0             0         0
CEO

Michael Smith  2000        0       0         0                0            0             0         0
CEO
</TABLE>


Other Compensation.

     There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the Registrant in the
event of retirement at normal retirement date as there is no existing
plan provided for or contributed to by the Registrant.  The Registrant
has adopted a non-qualified Stock Incentive Plan for its employees and
consultants, and options covering a total of 10,000,000 shares.  None
of these options have been granted to date.

Employment Agreements.

     (a)  Effective February 1, 2002, the Registrant entered into an
employment agreement with Mr. Dix (see Exhibit 10.12 to this Form 10-
KSB).  The employment agreement provides for a base compensation
payable to Mr. Dix of $12,000 per month.  The salary will be increased
to $18,000 in year 2 and $25,000 in year 3.  The board of directors
will review Mr. Dix's pay annually and may, in its sole discretion,
grant an increase as it deems appropriate.  Mr. Dix is eligible for an
incentive bonus in the Registrant's sole discretion.  For each fiscal
year Mr. Dix will be eligible to receive up to 80% of his base annual
salary and his performance objectives shall be set such that 100%
completion of his objectives shall entitle him to at least 75% of the
bonus or sixty percent of his annual salary.

     Pursuant to the agreement, Mr. Dix is entitled to participate in
any employee benefit plans and arrangements when and as implemented by
the Registrant.  The term of employment shall be for three years.  If
the Registrant terminates Mr. Dix "without cause", the Registrant
shall pay severance to Mr. Dix at a rate of compensation equal to the
sum of the remaining contract obligation terms.

     (b)  Effective February 1, 2002, the Registrant entered into an
employment agreement with Mr. Boudewyn (see Exhibit 10.13 to this Form
10-KSB).  The employment agreement provides for a base compensation
payable to Mr. Boudewyn of $7,000 per month.  The board of directors
will review Mr. Boudewyn's pay annually and may, in its sole
discretion, grant an increase as it deems appropriate.  Mr. Boudewyn
is eligible for an incentive bonus in the Registrant's sole
discretion.  For each fiscal year Mr. Boudewyn will be eligible to
receive up to 80% of his base annual salary and his performance
objectives shall be set such that 100% completion of his objectives
shall entitle him to at least 75% of the bonus or sixty percent of his
annual salary.

     Pursuant to the agreement, Mr. Boudewyn is entitled to
participate in any employee benefit plans and arrangements when and as
implemented by the Registrant.  The term of employment shall be for
three years.  If the Registrant terminates Mr. Boudewyn "without
cause", the Registrant shall pay severance to Mr. Boudewyn at a rate
of compensation equal to the sum of the remaining contract obligation terms.

     On April 1, 2002, this agreement was amended to change the
following terms:

     (1)  Change the title of the employee to Executive Vice President
          and Chief Operations Officer; and

     (2)  Pay to this employee a salary of $ 9,000 per month
          commencing as the Effective Date.  The salary will be
          increased to $12,000 in year two and $15,000 in year three.

     (c)  Effective March 1, 2002, the Registrant entered into an
employment agreement with Mr. Corty (see Exhibit 10.16 to this Form
10-KSB).  The employment agreement provides for a base compensation
payable to Mr. Corty of $10,000 per month commencing as the effective
date.  The salary will be increased to $14,000 in year two and $18,000
in year three. The board of directors will review Mr. Corty's base
salary annually and may, in its sole discretion, grant such increases
as it may deem appropriate.  Mr. Corty is eligible for an incentive
bonus in the Registrant's sole discretion.  For each fiscal year Mr.
Corty will be eligible to receive up to 80% of his base annual salary
and his performance objectives shall be set such that 100% completion
of his objectives shall entitle him to at least 75% of the bonus or
sixty percent of his annual salary.

     Pursuant to the agreement, Mr. Corty is entitled to participate
in any employee benefit plans and arrangements when and as implemented
by the Registrant.  The term of employment shall be for three years.
If the Registrant terminates Mr. Corty "without cause", the Registrant
will pay severance to Mr. Corty at a rate of compensation equal to the
sum of the remaining contract obligation terms.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
April 17, 2003 (194,889,259 issued and outstanding) by (i) all
stockholders known to the Registrant to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all officers and
directors of the Registrant, individually and as a group (each person
has sole voting power and sole dispositive power as to all of the
shares shown as beneficially owned by them):

Title of Class    Name and Address               Amount and Nature   Percent of
                  of Beneficial Owner              of Beneficial       Class
                                                     Owner (1)

Common Stock    Steve Lipman                       13,955,348 (2)       7.16%
                2921 North Tenaya Way
                Suite 234
                Las Vegas, Nevada 89128

Common Stock    Brian Corty                        13,867,182           7.12%
                2921 North Tenaya Way
                Suite 234
                Las Vegas, Nevada 89128

Common Stock    Jerry Dix                          13,188,680 (3)       6.77%
                2921 North Tenaya Way
                Suite 234
                Las Vegas, Nevada 89128

Common Stock    Don Boudewyn                       2,684,523 (4)        1.38%
                2921 North Tenaya Way
                Suite 234
                Las Vegas, Nevada 89128

Common Stock    Shares of all directors and      29,740,385            15.26%
                executive officers as a group (3
                persons)

(1)  None of these security holders has the right to acquire any
amount of the shares within sixty days from options, warrants, rights,
conversion privilege, or similar obligations.

(2)  106,666 of the shares held by Mr. Lipman are actually held in the
name of Market Force, Inc., a company jointly controlled by Messrs.
Lipman and Dix (this firm owns a total of 213,332 shares).

(3)  These shares are actually held in the name of Jerry Dix and Karen
Dix, joint tenants with right of survivorship.  106,666 of the shares
held by Mr. Dix are actually held in the name of Market Force, Inc., a
company jointly controlled by Messrs. Lipman and Dix (this firm owns a
total of 213,332 shares)

(4)  1,184,523 of the total are held in the name of Wireless
Xstream Technologies Ltd., a company controlled by Mr. Boudewyn.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the last two fiscal years, there have not been any
transactions that have occurred between the Registrant and its
officers, directors, and five percent or greater shareholders other
than as set forth below:

     (a)  On March 6, 2001, the Registrant and 5G Partners entered
into a Memorandum of Understanding under which the original agreement
was amended, changing the total number of shares issued from 150,000
shares to 750,000 shares (to compensate 5G for the $74,000 that was
not paid).  On March 20, 2001, the partners in 5G Partners were issued
150,000 shares of the Registrant's common stock, in lieu of the agreed
upon 750,000 shares; however, in March 2002 the shares were issued to
each of the three partners, with an additional to 50,000 shares per
each recipient.

     (b)  On May 5, 2001 the Registrant acquired 75% of the common
stock of 5 G Wireless Communications PTE, Inc., formerly known as
Peteson Investment PTE, Ltd., a Singapore, China corporation, from
nine shareholders of that company (one of which was Mr. Lajeunesse,)
in exchange for 12,000,000 of restricted common stock of the
Registrant.  Under the terms of the Acquisition Agreement, 6,000,000
shares of the stock, were to be held in trust subject to an earn out
agreement formula based on 75% of the Registrant's revenue, of one
share for $.50 of gross revenue generated during a two year term (see
Exhibit 2.3 to this Form 10-KSB).

     Certain disputes arose between the parties, which were settled by
the execution of a Mutual Release agreement in February 2002.  Under
the terms of this release, the transaction as set forth above was
cancelled and the 6,000,000 shares held in trust were returned to the
Registrant.

     (c)  On April 1, 2001, the Registrant entered into a Consulting
Agreement with Cameron House Publishing, LLC, a company controlled by
Cameron Robb, the former Marketing Director for the Registrant (see
Exhibit 10.2 to this Form 10-KSB).  Under the terms of this agreement,
Mr. Robb agreed to provide office and marketing consulting service for
Registrant, including but not limited to, advising and consulting on
the overall business processes, the implementation of marketing and
sales plans, conducting business analyses and strategic planning, and
advice and other services as needed by Registrant.  In exchange, the
Registrant agreed to pay monthly consulting fee of $8,000.  This
agreement had a term of twelve months starting from the effective
date, but was terminated by the Registrant on March 22, 2002.

     (d)  On April 1, 2001, the Registrant entered into a Consulting
Agreement with 519021 BC. Ltd., a company controlled by Mr. Boudewyn
(see Exhibit 10.3 to this Form 10-KSB).  Under the terms of this
agreement, Mr. Boudewyn agreed to provide management consulting
services for Registrant, including but not limited to, sales,
marketing, product development, product research, new business
proposals, and assisting in the overall development of the current and
future business of the Registrant.  In exchange, the Registrant agreed
to pay monthly consulting fee of $6,000, or such greater sum as may be
approved by the Board of Directors.  This agreement had a term of
twelve months starting from the effective date.

     (e)  On April 1, 2001, the Registrant entered into an employment
agreement with Mr. Lajeunesse as Chief Technical Officer (see Exhibit
10.4 to this Form 10-KSB).  The employment agreement provided for a
base compensation payable to Mr. Lajeunesse of $6,000 per month.
Pursuant to the agreement, Mr. Lajeunesse is entitled to participate
in any employee benefit plans and arrangements when and as implemented
by the Registrant.  The term of employment shall be for three years.
If the Registrant terminates Mr. Lajeunesse "without cause", the
Registrant is to  pay severance to him at a rate of compensation equal
to the sum of the remaining contract obligation terms.

     (f)  On April 1, 2001, the Registrant entered into a Finder's Fee
Agreement with Allen Schwabe, the former Secretary/Treasurer and a
Director of the Registrant (see Exhibit 10.5 to this Form 10-KSB).
Under this agreement, the Registrant authorized Mr. Schwabe on a non-
exclusive basis to obtain investors, underwriters, joint ventures,
lenders and/or guarantors to provide financing for the Registrant on
terms acceptable to the Registrant.  Mr. Schwabe was entitled to
compensation from the Registrant for any financing obtained from such
prospective Investors in an amount equal to 5% of the total financing
amount in cash.

     (g)  On May 1, 2001, the Registrant entered into a consulting
agreement with Michael Tan, the former CEO of the Registrant (see
Exhibit 10.6 to this Form 10-KSB).  Under this agreement, Mr. Tan
provided consulting services for Registrant, including but not limited
to providing the duties of a corporate Chief Executive Officer &
President.  The Registrant was required to pay Mr. Tan the sum of
$10,000 plus 720,000 restricted common shares of the Registrant (the
shares to be earned on the basis of 1/12 of the issued shares per
month).  Also, upon submission of itemized expense statements attached
to a monthly invoice supplied, Mr. Tan was entitled to reimbursement
for reasonable travel and other reasonable business expenses duly
incurred in the performance of duties under this agreement.  This
agreement had a term of twelve months starting from the effective date.

     (h)  On May 3, 2001, the Registrant entered into a consulting
agreement with Market Force Inc., a company controlled by Jerry Dix,
the current president, and Steve Lipman, a current greater than 5%
shareholder (see Exhibit 10.7 to this Form 10-KSB).  Under this
agreement, Market Force is to provide the Registrant with introduction
to business contacts brokerage firms and consult with company
concerning asset loans, bridge financing, merger or acquisition
targets, equity lines of credit, private placement services, other
financial service as needed and investor relations or public relations
as required.  Under this agreement, Market Force is to receive the
following compensation: (a)  total of 8% of any and all funding
including the bridge loan and equity line (to be paid as 4% in company
restricted common stock with "Piggy Back" registration rights, and 4%
in cash that is due and payable out of escrow); and (b) issue a
warrant to purchase 500,000 shares of the Registrant's common stock
(the warrants shall be priced and exercisable at 110% of the fixed
market price at closing for a period of five years from the date of
issuance and will be exercisable at the holder's discretion, and will
be "cashless" and will have "piggy back " registration rights).  This
agreement had a term of twelve months starting from the effective date.

     (i)  On July 1, 2001, the Registrant entered into an employment
agreement with Mr. Robb as Marketing Director (see Exhibit 10.8 to
this Form 10-KSB).  The employment agreement provided for a base
compensation payable to Mr. Robb of $8,000 per month.  Pursuant to the
agreement, Mr. Robb is entitled to participate in any employee benefit
plans and arrangements when and as implemented by the Registrant.  The
term of employment shall be for three years.  If the Registrant
terminates Mr. Robb "without cause", the Registrant shall pay
severance to him at a rate of compensation equal to the sum of the
remaining contract obligation terms.  This agreement had a term of
twelve months starting from the effective date, but was terminated by
the Registrant on March 22, 2002.

     (j)  On November 1, 2001, the Registrant entered into an
Independent Contractor/Consulting Agreement with Mr. Robb (see Exhibit
10.10 to this Form 10-KSB).  Under the terms of this agreement, the
Mr. Robb was to provide services and advice so as to assist the
Registrant in identifying acquisition targets and advise the
Registrant in structuring mergers or other acquisitions, and assist in
developing, studying and evaluating acquisition proposals, prepare
reports and studies thereon when advisable, and assist in negotiations
and discussions pertaining thereof.  Mr. Robb received 1,500,000
shares of free trading common stock, in advance, as consideration for
the services rendered or to be rendered pursuant to this agreement.
This agreement had a term of twelve months starting from the effective
date, unless sooner terminated upon mutual written agreement of the
parties hereto.

     (k)  On November 1, 2001, the Registrant entered into an
Independent Contractor/Consulting Agreement with Mr. Tan (see Exhibit
10.11 to this Form 10-KSB).  Under the terms of this agreement, the
Mr. Tan was to provide services and advice so as to assist the
Registrant in identifying acquisition targets and advise the
Registrant in structuring mergers or other acquisitions, and assist in
developing, studying and evaluating acquisition proposals, prepare
reports and studies thereon when advisable, and assist in negotiations
and discussions pertaining thereof.  Mr. Tan received 1,500,000 shares
of free trading common stock, in advance, as consideration for the
services rendered or to be rendered pursuant to this agreement.  This
agreement had a term of twelve months starting from the effective
date, unless sooner terminated upon mutual written agreement of the
parties hereto.

     (l)  On February 6, 2002, the Registrant entered into a
consulting agreement with Mr. Lipman (see Exhibit 10.14 to this Form
10-KSB).  Under this agreement, Mr. Lipman is to provide management
consulting services to the Registrant.  The Registrant is required to
pay Mr. Lipman the sum of 2,769,736 shares of S-8 free trading common
stock and 11,078,946 of restricted common stock issued.  This
agreement had a term of one year starting from the effective date.

     (m)  On February 1, 2002 and March 1, 2002, the Registrant
entered into employment agreements with three of the current officers
of the Registrant, as set forth under Item 10 above (see Exhibits
10.12, 10.13, and 10.16 to this Form 10-KSB).

     (n)  On March 21, 2002, the Registrant (after approval of
the Board of Directors) paid a total of 1,184,523 shares of restricted
common stock to Wireless Xstream Technologies, Ltd., a company
controlled by Mr. Boudewyn.  This payment was compensation for
services rendered to the Registrant between July 1, 2001 and December
31, 2001 (there was no written agreement covering these services).

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in
the best interests of the Registrant and its shareholders.  In
addition, in each case the interested affiliate did vote in favor of
the transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

ITEM 13.  CONTROLS AND PROCEDURES.

Controls and Procedures.

(a)  Evaluation of disclosure controls and procedures.

     Within the 90 days prior to December 31, 2002, the Registrant
carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule
13a-14 under the Securities Exchange Act of 1934 ("Exchange Act").
This evaluation was done under the supervision and with the
participation of the Registrant's President and Chief Financial
Officer. Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.

(b)  Changes in internal controls.

     There were no significant changes in the Registrant's internal
controls or in its factors that could significantly affect those
controls since the most recent evaluation of such controls.
Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") recently issued
Financial Reporting release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the Registrant's most critical accounting policies include: non-cash
compensation valuation that affects the total expenses reported in the
current period.  The methods, estimates and judgments the Registrant
uses in applying these most critical accounting policies have a
significant impact on the results the Registrant reports in its
financial statements.

ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

Exhibits.

     Exhibits included or incorporated by reference herein are set
forth under the Exhibit Index.

Reports on Form 8-K.

     There were no reports on Form 8-K filed during fourth quarter of
the fiscal year ended on December 31, 2002.

Index to Financial Statements                                           Page

Independent Auditor's Report                                              35

Consolidated Balance Sheets as of
December 31, 2002 and December 31, 2001                                   36

Consolidated Statements of Losses for the
years ended December 31, 2002 and December 31, 2001                       37

Consolidated Statement of Stockholders' Deficit for the
years ended December 31, 2002 and December 31, 2001                       38

Consolidated Statements of Cash Flows for the
years ended December 31, 2002 and December 31, 2001                       39

Notes to Consolidated Financial Statements                                40

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                       5G Wireless Communications, Inc.


Dated: May 7, 2003                     By: /s/  Jerry Dix
                                       Jerry Dix, Chief Executive
                                       Officer/President

     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 date indicated:


Signature                    Title                                 Date

/s/  Jerry Dix           Chief Executive                         May 7, 2003
Jerry Dix                Officer/President/Director

/s/  Brian Corty         Secretary/Director                      May 7, 2003
Brian Corty

/s/  Don Boudewyn        Assistant Secretary/Treasurer           May 7, 2003
Don Boudewyn             (principal financial and
                         accounting officer)/Chief
                         Operating Officer/Director

                                CERTIFICATIONS

I, Jerry Dix, certify that:

1.  I have reviewed this annual report on Form 10-KSB of 5G Wireless
Communications, Inc.;

2.  Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the
periods presented in this annual report;

4.  The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and have:

(a)  designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

(b)  evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

(c)  presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.  The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of Registrant's board of directors (or persons
performing the equivalent functions):

(a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls;

6.  The Registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated: May 7, 2003                          /s/ Jerry Dix
                                            Jerry Dix, Chief Executive
                                            Officer/President


I, Don Boudewyn, certify that:

1.  I have reviewed this annual report on Form 10-KSB of 5G Wireless
Communications, Inc.;

2.  Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the
periods presented in this annual report;

4.  The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and have:

(a)  designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

(b)  evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

(c)  presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.  The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of Registrant's board of directors (or persons
performing the equivalent functions):

(a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls;

6.  The Registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated: May 7, 2003                          /s/  Don Boudewyn
                                            Don Boudewyn, Assistant
                                            Secretary/Treasurer/Chief
                                            Operating Officer


                            Michael Deutchman
                        Certified Public Accountant
                        350 Fifth Avenue, Suite 3304
                          New York, New York 10118
                               (212) 971-1308

                         INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Shareholders
5G Wireless Communications, Inc. and Subsidiary

I have audited the accompanying consolidated balance sheets of 5G
Wireless Communications, Inc. and its wholly-owned subsidiary (the
"Company) as of  December 31, 2002 and 2001 and the related
consolidated statement of losses, deficiency in stockholders' equity,
and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management.  My responsibility
is to express an opinion on them based upon my audit.

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

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Company as of December 31, 2002 and 2001, and the results of its
operations and its cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.   During the years ended
December 31, 2002 and December 31, 2001, the Company incurred net
losses of $6,189,924 and $6,446,987 respectively.  In addition, the
Company's net cash used in operating activities was $ 800,570 and
$277,371 for the years ended December 31, 2002 and December 31, 2001,
respectively, and the Company's accumulated deficit was $12,711,430 as
of December 31, 2002.  Recovery of the Company's assets is dependent
upon future events, the outcome of which is indeterminable.  These
factors, among others, as discussed in Note 2 to the consolidated
financial statements, raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans in regard
to these matters is described in Note B.  The consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Michael Deutchman
Michael Deutchman
Certified Public Accountant
New York, New York
April 30, 2003


              5G WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEETS

ASSETS                                           December       December
                                                 31, 2002       31, 2001

Current Assets
     Cash                                        $    5,463     $    213
     Accounts Receivable                             54,092            -
     Less: Allowance for doubtful accounts          (30,500)
     Other assets                                    15,850          300
          Total Current Assets                       44,905          513

Fixed Assets
     Computer and Related Equipment                 193,425        1,754
     Accumulated Depreciation                       (62,664)        (217)
               Total Assets                         176,666        2,053

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable                               160,416        49,889
     Accrued liabilities                            230,610        24,000
     Loans and Notes Payable                         33,749             -
     Convertible Debentures                         323,724       280,000
          Total Current liabilities                 748,499       353,889

Commitments and Contingencies (I)                         -             -

Stockholders' deficit
     Preferred Stock $.001 par
value; authorized
10,000,000 shares; no shares
outstanding at December 31, 2001 and 2002                 -             -
Common Stock , .001 par value;
authorized
150,000,000 at December 31, 2001
and 800,000,000 at December 31,
2002 41,168,668 issued and
outstanding at December 31, 2001
and 164,947,457 issued and
outstanding at December 31, 2002                    164,947        41,168
     Paid in Capital                             11,974,650     6,128,502
     Accumulated Deficit                        (12,711,430)   (6,521,506)
          Total Stockholders Deficit               (571,833)     (351,836)
               Total Liabilities and
Stockholders' Deficit                               176,666          2,053

         See Accompanying Notes to Consolidated Financial Statements

              5G WIRELESS COMMUNICATIONS, INC., AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF LOSSES

                                               Year Ended     Year Ended
                                                December      December
                                                31, 2002      31, 2001

Revenues:
     Licensing                                 $         -   $          -
     Services                                       50,583              -
     Other                                          19,515              -

                                                    70,098

Expenses:
     Selling General and Administrative          6,194,109      5,946,770
     Depreciation and Amortization                  62,447            217
     Commitment Fee                                      -        500,000
          Total                                  6,256,556      6,446,987

          Operating Loss                        (6,186,458)    (6,446,987)

Interest Expense                                     3,466          7,320

Net Loss (Basic and Fully Diluted)              (6,189,924)    (6,446,987)

Net Loss per Common Share                            (0.05)         (0.29)

Weighted Average Common Shares Outstanding     123,669,675      20,337,262

        See Accompanying Notes to Consolidated Financial Statements

              5G WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT


<TABLE>
<CAPTION
                                                    Common
                                     Common         Stock         Paid-In        Accumulated
                                     Shares         Amount        Capital           Deficit          Total
<S>                               <C>               <C>           <C>             <C>            <C>
Balance January 1, 2001            12,750,490       $ 12,750      $    142,430    $   (81,840)   $  73,340

Shares Issued in Connection with
Acquisitions                       12,150,000         12,150         4,315,350                   4,327,500

Shares Issued in Exchange for
Services                           12,547,051         12,547         1,124,443               -   1,136,990

Shares Issued for Cash              3,721,127          3,721           276,579               -     280,300

Prior Period adjustment                                                269,700           7,321     277,021

Net Loss                                    -              -                 -      (6,446,987) (6,446,987)

Balance At December 31, 2001       41,168,668         41,168         6,128,502      (6,521,506)   (351,836)

Shares Issued and not canceled
for Peterson Acquisition            8,400,000          8,400           604,800                     613,200

Shares Issued In Exchange for
Services                           82,573,370         82,573         4,275,666                   4,358,239

Shares Issued in Exchange For
Debt                               25,837,126         25,837           180,438                     206,275

Shares Issued for Cash              2,033,332          2,034           476,630                     478,664

Other Transactions                  4,934,961          4,935           308,614                     313,549

Net Loss                                    -              -                 -     (6,189,924)  (5,927,329)

Balance at December 31, 2002      164,947,457        164,947        11,974,650    (12,711,430)    (309,238)
</TABLE>


                 See Accompanying Notes to the Financial Statements

                  5G WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                               Year Ended     Year Ended
                                                December      December
                                                31, 2002      31, 2001

Cash Flows Used In Operations:
  Net Loss                                     $(6,189,924)   $(6,446,987)
  Expenses not requiring cash outlay:
     Depreciation                                   62,447            217
     Deposit Expensed                                              74,000
     Common Stock issued for Acquisitions          613,200      4,327,500
     Common Stock issued for Compensation        4,358,239      1,136,990
     Common Stock Issued for Commitment Fee
      and related expenses                                        557,020
  Changes in Assets and Liabilities:
      Increase in Accounts Receivable              (54,092)
      Increase in Other Assets                     (15,550)
      Increase in Other Liabilities                 77,473
      Increase in Deposits                               -           (300)
      Increase in Accrued Expenses                 206,610         24,000
      Increase in Accounts Payable                 110,527         49,889
      Net Cash Used in Operating Activities       (831,070)      (277,371)

Cash Flows Provided By Investing Activities
  Capital Expenses-Computers                       (20,680)        (1,757)
      Net Cash Used in Investing Activities        (20,680)        (1,757)

Cash Flows Used In Financing Activities
Issuance of Convertible Debentures                 250,000        280,000
Common stock Issued For Cash                       596,500
Increase in advances from Shareholders                   -           (935)
      Net Cash provided From
Financing Activities                               846,500        279,065

Net increase (decrease) in cash                      5,250            (63)

Cash and Equivalents at Beginning of Period            213            276

Cash and Equivalents at End of Period                5,463            213

Supplemental Disclosures of Cash Flow
   Common Stock Issued for Conversion of Notes     128,407

       See Accompanying Notes to the Consolidated Financial Statements

                5G WIRELESS COMMUNICATIONS, INC AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND NATURE OF BUSINESS

5G Wireless Communications, Inc. ("Company") (formerly Tesmark, Inc.)
was incorporated September 10, 1979.  In March of 2001, the Company
merged with 5G Partners, (a private Canadian partnership), resulting
in a name change.

The company provides patent pending, innovative wireless technology.
The primary thrust of the Company's business model focuses on a
subscriber based Internet service.  Revenues are the result of
licensing the technology to specific geographic areas or territories,
from the delivery of broadband access to residential and business
subscribers, web hosting and design, and engineering consulting
services.

NOTE B - GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going
concern basis which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As
shown in the financial statements, during the years ended December 31,
2002 and 2001, the Company incurred losses of $6,189,924 and
$6,446,987, respectively.  In addition, the Company's cash flow
requirements have been met by the generation of capital through
private placements of the Company's common stock. Assurance cannot be
given that this source of financing will continue to be available to
the Company and demand for the Company's equity instruments will be
sufficient to meet its capital needs. If the Company is unable to
generate profits and unable to continue to obtain financing for its
working capital requirements, it may have to curtail its business
sharply or cease business altogether.

The financial statements do not include any adjustments relating to
the recoverability and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.
The Company's continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on a
timely basis, to retain its current financing, to obtain additional
financing, and ultimately to attain profitability.

The Company plans to continue raising additional capital through the
offering of private placements during the year ended December 31 2003.

NOTE C- CONSULTING CONTRACT

On April 27, 2002, the Company completed an acquisition with Wireless
Think Tank, a privately held entity, acquiring 100% interest.
Wireless Think Tank was issued 15,387,425 shares of the Company's
common stock in exchange for all the common stock of that company.

The issuance of the shares is reflected in the financial statements as
compensation expense, measured at the fair market value at the date of
issuance.  The tangible assets of the company were not material.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The consolidated financial statements
include the accounts of the company and its wholly owned subsidiary
all significant inter company transactions and balances have been
eliminated in consolidation.

Revenue Recognition  The Companies primary revenues are generated from
the sale of  Internet subscriptions and other related services.
Subscription revenues are partially received as an up front activation
fee and monthly recurring revenues that vary.  Revenues are recognized
as earned on a pro rata basis.  Additional revenues come by way of
Licensing. All licensing revenues are recognized when the earnings
process has been completed. Equipment sales constitute a relative
insignificant portion of the companies' revenues. They are recognized
when products are delivered without any further services required.

Goodwill - Goodwill represents the purchase price of acquisitions in
excess of the fair value of the assets acquired or liabilities assumed
2001 was not material.  The Company adopted has adopted SFAS No.  142,
"Goodwill and Other Intangible Assets," which requires a regular
impairment evaluation rather than goodwill amortization.

Cash and Cash Equivalents - For purposes of the Statements of Cash
Flows, the Company considers all highly liquid debt instruments
purchased with a maturity date of three months or less to be cash
equivalents.

Segment Information

Statement of Financial Accounting Standards ("SFAS") No. 131,
"Disclosures about Segments  of an Enterprise and Related Information"
("SFAS 131") establishes standards for reporting information regarding
operating segments in annual financial statements and requires
selected information for those segments to be presented in interim
financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and
geographic areas.  Operating segments are identified as components of
an enterprise about which separate discrete financial information is
available for evaluation by the chief operating decision maker, or
decision-making group, in making decisions how to allocate resources
and assess performance.  The information disclosed herein materially
represents all of the financial information related to the Company's
principal operating segment.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the
Company to concentrations of credit risk, consist primarily of cash,
cash equivalents and related party receivables. The Company places its
cash and temporary cash investments with credit quality institutions.
At times, such investments may be in excess of the FDIC insurance
limit. The Company periodically reviews its trade receivables in
determining its allowance for doubtful accounts.  The allowance for
doubtful accounts was $30,500 at December 31, 2002.

Computers and Related Equipment  The company has a series of Access
Point and client Premise equipment located in New York, California and
Florida State. In addition, the company has hosting facilities in New
York and California and a wide range of telecommunication equipment
used to service clients. The company also has purchased equipment to
facilitate the expansion of our plan to deliver international and
domestic VoIP services.

Property and equipment is stated at cost. Depreciation is calculated
using the straight-line method over a three-year period. Parts
inventories are expenses currently.

Long-Lived Assets - The Company has adopted SFAS No. 144 ("SFAS 144").
The Statement requires that long-lived assets and certain identifiable
intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Events relating to
recoverability may include significant unfavorable changes in business
conditions, recurring losses, or a forecasted inability to achieve
break-even operating results over an extended period.  The Company
evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows.  Should an impairment in value be
indicated, the carrying value of intangible assets will be adjusted,
based on estimates of future discounted cash flows resulting from the
use and ultimate disposition of the asset. SFAS No. 144 also requires
assets to be disposed of be reported at the lower of the carrying
amount or the fair value less costs to sell.

Net Loss per share  - The  Company  adopted SFAS No. 128, "Earnings
per Share."  Basic  loss  per share is computed by dividing loss
available to common shareholders by  the weighted-average number of
common shares available.  Diluted loss per  share is  computed similar
to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if  the
additional  common  shares were dilutive.  Since the Company incurred
net losses for the periods presented, basic and diluted loss per share
are  the same.

Estimates - The  preparation  of  financial  statements  requires
management  to  make estimates  and assumptions that affect the
reported amounts of  assets  and liabilities and disclosure of
contingent assets and liabilities at the date of  the  financial
statements  and the reported  amounts  of  revenue  and expenses
during  the reporting period.  Actual results could  differ  from
those estimates.

Recently issued Accounting Pronouncements - In  April  2002,  the
Financial Accounting Standards Board ("FASB")  issued SFAS  No.  145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of  FASB
Statement  No.  13,  and Technical Corrections."  SFAS  No.  145
updates,  clarifies,  and  simplifies existing  accounting
pronouncements.  This  statement  rescinds SFAS No. 4, which required
all gains  and  losses from  extinguishment of debt to be aggregated
and, if material,  classified as  an  extraordinary item, net of
related income tax effect.  As a result, the  criteria  in Accounting
Principles Board No. 30 will now  be  used  to classify those gains
and losses.  SFAS No. 64 amended SFAS No. 4 and is  no longer
necessary as SFAS No. 4 has been rescinded.  SFAS No. 44  has  been
rescinded as it is no longer Necessary.  SFAS No. 145 amends SFAS No.
13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the
same manner as sale-lease  transactions.   This statement also makes
technical  corrections  to existing  pronouncements.  While those
corrections are not  substantive  in nature,  in  some  instances,
they may change  accounting  practice.   The Company does not expect
adoption of SFAS No. 145 to have a material impact, if any, on its
financial position or results of operations.

In  June  2002,  the  FASB  issued  SFAS No.  146,  "Accounting  for
Costs Associated  with  Exit or Disposal Activities."  This  statement
addresses financial  accounting  and  reporting for costs  associated
with  exit  or disposal activities and nullifies Emerging Issues Task
Force ("EITF") Issue No.  94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in  a Restructuring)."  This
statement requires that a  liability  for  a  cost associated  with
an  exit  or disposal activity  be  recognized  when  the liability
is  incurred.  Under EITF Issue 94-3, a liability  for  an  exit cost,
as defined, was recognized at the date of an entity's commitment  to
an  exit plan.  The provisions of this statement are effective for
exit  or disposal activities that are initiated after December 31,
2002 with earlier application encouraged.  The Company does not expect
adoption of  SFAS  No. 46 to have a material impact, if any, on its
financial position or results of operations.

In  October  2002, the FASB issued SFAS No. 147, "Acquisitions  of
Certain Financial Institutions."  SFAS No. 147 removes the requirement
in SFAS  No. 72  and  Interpretation 9 thereto, to recognize and
amortize any excess  of the  fair value of liabilities assumed over
the fair value of tangible  and identifiable  intangible  assets
acquired as an  unidentifiable  intangible asset.  This statement requires that
those transactions be accounted for in accordance with SFAS No. 141, "Business
Combinations," and SFAS  No.  142, "Goodwill and Other Intangible Assets."  In
addition, this statement amends  SFAS  No.  144,  "Accounting for the
Impairment or Disposal  of  Long-Lived Assets,"   to  include  certain
financial  institution-related  intangible assets.  This statement is not
applicable to the Company.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-
Based Compensation  - Transition and Disclosure," an amendment of SFAS
No.  123.  SFAS  No.  148 provides alternative methods of transition
for  a voluntary change to the fair value based method of accounting
for stock-based employee compensation.  In addition, SFAS No. 148
amends  the  disclosure requirements of SFAS No. 123 to require more
prominent and more frequent disclosures  in  financial  statements
about  the  effects  of  stock-based compensation.  This  statement is
effective for financial  statements  for fiscal  years ending after
December 15, 2002.  SFAS No. 148 will  not  have any  impact  on the
Company's financial statements as management  does  not have any
intention to change to the fair value method.

Advertising - The Company follows the policy of charging the costs of
advertising to expenses incurred. The Company incurred no advertising
costs during the years ended December 31, 2002 and 2001.

Comprehensive Income - The Company utilizes SFAS No. 130, "Reporting
Comprehensive Income."  This statement establishes standards for
reporting comprehensive income and its components in a financial
statement.  Comprehensive income as defined includes all changes in
equity (net assets) during a period from non-owner sources.   Examples
of items to be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments and
unrealized gains and losses on available-for-sale securities.
Comprehensive  income is not presented in the Company's financial
statements since the Company did not have any of  the  items  of
comprehensive income in any period presented.

Research and Development -The Company accounts for research and
development costs in accordance with the FASB's SFAS No. 2 ("SFAS 2"),
"Accounting for Research and Development Costs."  Under SFAS 2, all
research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as
incurred.  Third-party research and developments costs are expensed
when the contracted work has been performed or as milestone results
have been achieved.  Company-sponsored research and development costs
related to both present and future products are expensed in the period
incurred.

Segment Information - SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131") establishes standards
for reporting information regarding operating segments in annual
financial statements and requires selected information for those
segments to be presented in interim financial reports issued to
stockholders.  SFAS 131 also establishes standards for related
disclosures about products and services and geographic areas.
Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for
evaluation by the chief operating decision maker, or decision-making
group, in making decisions how to allocate resources and assess
performance. The information disclosed herein materially represents
all of the financial information related to the Company's principal
operating segment.

Fair Value of Financial Instruments - For  certain  of  the  Company's
financial  instruments,  including  cash, accounts  receivable,
prepaid expenses and other current assets, intangible assets,  other
assets, short-term notes payable, loan payable - related party,
convertible debt, accounts  payable, accrued liabilities, and customer
deposits, the carrying amounts approximate fair value due to their
short maturities.

NOTE F - RELATED PARTY TRANSACTIONS

The Company has entered into various consulting arrangements with
stockholders and board members.

NOTE G - CONVERTIBLE DEBENTURES

The convertible notes bear interest at 6% and allow conversion of the
notes into restricted common stock after a one-year time frame.
Various note holders began converting portions of their notes in the
third quarter of 2002 into common stock.

NOTE H - INCOME TAXES

The  Company  utilizes SFAS No. 109, "Accounting for Income Taxes,"
which requires the  recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been
included in the financial  statements or tax returns.  Under this
method,  deferred income taxes are recognized for the tax consequences
in future years of differences  between the tax bases of assets and
liabilities and their financial reporting amounts at each period end
based on enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to affect taxable
income.  Valuation allowances are established, when necessary, to
reduce deferred tax assets to  the  amount expected to be realized.

NOTE I- COMMITMENTS AND CONTINGNECIES

Lease Commitments

The Company leases offices of approximately 800 square feet in Marina
Del Rey, California.  The terms of the lease are month to month and
the approximate monthly rent is $2,000.

Employment and Consulting Agreements

The Company has several agreements with employees to provide
organizational services and various consulting agreements with outside
contractors

Litigation

The Company is subject to other legal proceedings and claims that
arise in the ordinary course of its business.  Although occasional
adverse decisions or settlements may occur, the Company believes that
the final disposition of such matters will not have material adverse
effect on its financial position, results of operations or liquidity.

NOTE H - STOCK OPTION PLAN

The Company adopted a non-qualified stock option plan for employees
and consultants.  The terms of the plan provide for the issuance of
nonqualified incentive stock options at an exercise price to be
determined by the board at based on the fair market value of the
Company's common stock on the date of exercise (or 110% of the fair
market value of the common stock on the date of the grant of the
option, in the case of significant stockholders).  The maximum life of
the options is to be determined.  A total of 10,000,000 shares have
been reserved under the plan.  No options have been granted to date.

NOTE I- WARRANTS

The Company has issued warrants during the past three years.  All
warrants have lapsed with the exception of  three warrants.  Each
warrant holder has the right to purchase 1,000,000 shares of Company
common stock (500,000 shares at $0.25 and 500,000 at $0.50) with no
adjustment on account of a stock split.

                                EXHIBIT INDEX

Number                           Exhibit Description

2.1     Agreement and Plan of Reorganization and Merger between
        Tesmark, Inc., an Idaho corporation, and the Registrant
        (formerly know as Tesmark, Inc.), a Nevada corporation,
        dated November 10, 1998 (incorporated by reference to
        Exhibit 2 of the Form 10-SB filed on December 15, 1999).

2.2     Acquisition Agreement between the Registrant, and Richard
        Lejeunesse, Curtis Mearns, and Don Boudewyn, a partnership
        (known as 5G Partners), dated December 15, 2000, as amended
        (incorporated by reference to Exhibit 10 of the Form 8-K
        filed on February 14, 2001).

2.3     Share Purchase Agreement between the Registrant, and Sea
        Union Industries Pte. Ltd., Richard Lajeunesse, Rita Chou,
        Peter Chen, Yeo Lai Ann, Tan Lam Im, Choa So Chin, Tan Ching
        Khoon, Tan Sek Toh, and 5G Wireless Communication Pte. Inc.
        (formerly known as Peteson Investment Pte Ltd.), dated May
        5, 2001 (incorporated by reference to Exhibit 2 of the Form
        8-K filed on June 5, 2001).

2.4     Purchase Agreement between the Registrant and Skyhub Asia
        Holdings Limited, eVision USA.com, and eBanker USA.com,
        dated May 19, 2001 (incorporated by reference to Exhibit 2.4
        of the Form 10-KSB filed on April 18, 2002).

2.5     Definitive Acquisition Agreement between the Registrant and
        Wireless Think Tank, dated April 30, 2002 (incorporated by
        reference to Exhibit 2 of the Form 8-K filed on August 13, 2002).

3.1     Articles of Incorporation, dated September 24, 1998
        (incorporated by reference to Exhibit 3 of the Form 10-SB
        filed on December 15, 1999).

3.2     Certificate of Amendment to Articles of Incorporation, dated
        May 5, 2000 (incorporated by reference to Exhibit 3.3 of the
        Form SB-2 filed on January 10, 2002).

3.3     Certificate of Amendment to Articles of Incorporation, dated
        January 19, 2001 (incorporated by reference to Exhibit 3.1
        of the Form 8-K filed on February 14, 2001).

3.4     Certificate of Amendment to Articles of Incorporation, dated
        January 21, 2003 (see below).

3.5     Bylaws, dated September 25, 2002 (see below).

4.1     2001 Stock Incentive Plan, dated November 1, 2001
        (incorporated by reference to Exhibit 10 of the Form S-8
        filed on December 10, 2001).

4.2     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated January 30, 2002 (incorporated by reference to Exhibit
        4.1 of the Form S-8 filed on January 31, 2002).

4.3     Amended and Restated Stock Incentive Plan, dated January 30,
        2002 (incorporated by reference to Exhibit 4.2 of the Form
        S-8 filed on January 31, 2002).

4.4     Form of Subscription Agreement Between the Registrant and
        investors, dated February 12, 2002 (including the following
        exhibits: Exhibit A: Form of Notice of Conversion; Exhibit
        B: Form of Registration Rights Agreement; Exhibit C: Form of
        Debenture; and Exhibit D: Form of Opinion of Registrant's
        Counsel) (the following to this agreement have been omitted:
        Exhibit E: Board Resolution; Schedule 3(A): Subsidiaries;
        Schedule 3(C): Capitalization; Schedule 3(E): Conflicts;
        Schedule 3(G): Material Changes; Schedule 3(H): Litigation;
        Schedule 3(L): Intellectual Property; Schedule 3(N): Liens;
        and Schedule 3(T): Certain Transactions) (incorporated by
        reference to Exhibit 4.4 of the Form 10-QSB filed on May 20, 2002).

4.5     Escrow Agreement between the Registrant, First Union Bank,
        and May Davis Group, Inc., dated February 12, 2002
        (incorporated by reference to Exhibit 4.5 of the Form 10-QSB
        filed on May 20, 2002).

4.6     Form of Escrow Agreement between the Registrant, Joseph B.
        LaRocco, Esq., and investors, dated February 12, 2002
        (incorporated by reference to Exhibit 4.6 of the Form 10-QSB
        filed on May 20, 2002).

4.7     Security Agreement (Stock Pledge) between the Registrant and
        investors, dated February 12, 2002 (incorporated by
        reference to Exhibit 4.7 of the Form 10-QSB filed on May 20, 2002).

10.1    Consulting Agreement between the Registrant and Allan
        Schwabe, dated November 1, 2000 (incorporated by reference
        to Exhibit 10.1 of the Form 10-KSB filed on April 18, 2002).

10.2    Consulting Agreement between the Registrant and Cameron
        House Publishing, LLC, dated April 1, 2001 (incorporated by
        reference to Exhibit 10.2 of the Form 10-KSB filed on April
        18, 2002).

10.3    Consulting Agreement between the Registrant and 519021 BC.
        Ltd., dated April 1, 2001 (incorporated by reference to
        Exhibit 10.3 of the Form 10-KSB filed on April 18, 2002).

10.4    Employment Agreement between the Registrant and Richard
        Lajeunesse, dated April 1, 2001 (incorporated by reference
        to Exhibit 10.4 of the Form 10-KSB filed on April 18, 2002).

10.5    Finder's Fee Agreement for Financing between the Registrant
        and Allen Schwabe, dated April 1, 2001 (incorporated by
        reference to Exhibit 10.5 of the Form 10-KSB filed on April
        18, 2002).

10.6    Consulting Agreement between the Registrant and Michael Tan,
        dated May 1, 2001 (incorporated by reference to Exhibit 10.6
        of the Form 10-KSB filed on April 18, 2002).

10.7    Consulting Agreement between the Registrant and Market Force
        Inc., dated May 3, 2001 (incorporated by reference to
        Exhibit 10.7 of the Form 10-KSB filed on April 18, 2002).

10.8    Employment Agreement between the Registrant and Cameron
        Robb, dated July 1, 2001 (incorporated by reference to
        Exhibit 10.8 of the Form 10-KSB filed on April 18, 2002).

10.9    Independent Contractor/Consulting Agreement between the
        Registrant and Brent Fouch, dated September 1, 2001
        (incorporated by reference to Exhibit 10 of the Form S-8
        filed on October 4, 2001).

10.10   Independent Contractor/Consulting Agreement between the
        Registrant and Cameron Robb, dated November 1, 2001
        (incorporated by reference to Exhibit 10 of the Form S-8
        filed on December 10, 2001).

10.11   Independent Contractor/Consulting Agreement between the
        Registrant and Michael Tan, dated November 1, 2001
        (incorporated by reference to Exhibit 10 of the Form S-8
        filed on December 10, 2001).

10.12   Employment Agreement between the Registrant and Jerry Dix,
        dated February 1, 2002 (incorporated by reference to Exhibit
        10.12 of the Form 10-KSB filed on April 18, 2002).

10.13   Employment Agreement between the Registrant and Don
        Boudewyn, dated February 1, 2002 (incorporated by reference
        to Exhibit 10.13 of the Form 10-KSB filed on April 18, 2002).

10.14   Consulting Services Agreement between the Registrant and
        Steve Lipman, dated February 6, 2002 (incorporated by
        reference to Exhibit 10.14 of the Form 10-KSB filed on April
        18, 2002).

10.15   Consulting Services Agreement between the Registrant and
        Robert Kirish, dated February 6, 2002 (incorporated by
        reference to Exhibit 10.15 of the Form 10-KSB filed on April
        18, 2002).

10.16   Employment Agreement between the Registrant and Brian Corty,
        dated March 1, 2002 (incorporated by reference to Exhibit
        10.16 of the Form 10-KSB filed on April 18, 2002).

10.17   Employment Agreement Amendment between the Registrant and
        Don Boudewyn, dated April 1, 2002 (incorporated by reference
        to Exhibit 10.17 of the Form 10-KSB filed on April 18, 2002).

10.18   Consulting Services Agreement between the Registrant and Air
        Communications, Inc., dated February 18, 2002 (incorporated
        by reference to Exhibit 10.18 of the Form 10-QSB filed on
        August 27, 2002).

10.19   Consulting Services Agreement between the Registrant and
        Asher Avitan, dated May 1, 2002 (incorporated by reference
        to Exhibit 10.19 of the Form 10-QSB filed on August 27, 2002).

10.20   Consulting Services Agreement between the Registrant and
        Marc J. Burling, dated May 1, 2002 (incorporated by
        reference to Exhibit 10.20 of the Form 10-QSB filed on
        August 27, 2002).

10.21   Consulting Agreement between the Registrant and VMarketing
        Ltd., dated May 1, 2002 (incorporated by reference to
        Exhibit 10.21 of the Form 10-QSB filed on August 27, 2002).

10.22   Consulting Services Agreement between the Registrant and Dan
        Bell, dated May 1, 2002 (incorporated by reference to
        Exhibit 10.22 of the Form 10-QSB filed on August 27, 2002).

10.23   Consulting Agreement between the Registrant and MONBARR
        Holdings, dated May 20, 2002 (incorporated by reference to
        Exhibit 10.23 of the Form 10-QSB filed on August 27, 2002).

10.24   Consulting Services Agreement between the Registrant and
        Paul Levinson, dated May 24, 2002 (incorporated by reference
        to Exhibit 10.24 of the Form 10-QSB filed on August 27, 2002).

10.25   Consulting Services Agreement between the Registrant and
        Donna Buys, dated June 12, 2002 (incorporated by reference
        to Exhibit 10.26 of the Form 10-QSB filed on August 27, 2002).

10.26   Consulting Services Agreement between the Registrant and
        Curtis Mearns, dated June 17, 2002 (incorporated by
        reference to Exhibit 10.27 of the Form 10-QSB filed on
        August 27, 2002).

10.27   Consulting Services Agreement between the Registrant and
        Jones Family Trust, dated June 20, 2002 (incorporated by
        reference to Exhibit 10.28 of the Form 10-QSB filed on
        August 27, 2002).

10.28   Consulting Agreement between the Registrant and Service
        Group, dated July 5, 2002 (incorporated by reference to
        Exhibit 10.28 of the Form 10-QSB filed on December 3, 2002).

21      Subsidiaries of the Registrant (incorporated by reference to
        Exhibit 21 of the Form 10-QSB filed on August 27, 2002).

99.1    Certification Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (18 U.S.C. Section 1350) (see below).

99.2    Patent Application, dated March 28, 2002 (see below).