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, 2001

                                         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.)

     2921 North Tenaya Way, Suite 234, Las Vegas, Nevada         89128
          (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    X     No         .

     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 [X].

     The Registrant's revenues for the fiscal year ended December 31,
2001 were zero.  The aggregate market value of the voting stock held
by non-affiliates of the Registrant as of April 11, 2002: $3,995,857.
As of April 11, 2002, the Registrant had 124,981,692 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                                     16

     ITEM 3.  LEGAL PROCEEDINGS                                           16

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         16

PART II.

     ITEM 5.  MARKET FOR COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                             16

     ITEM 6.  PLAN OF OPERATION                                           19

     ITEM 7.  FINANCIAL STATEMENTS                                        26

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE                      26

PART III.

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION
              16(A) OF THE EXCHANGE ACT                                   26

     ITEM 10. EXECUTIVE COMPENSATION                                      28

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
              OWNERS AND MANAGEMENT                                       30

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             32

     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                           35

SIGNATURES                                                                36

                                       PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

     5G Wireless Communications, Inc. ("Registrant") 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 Registrant 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".

Business of the Registrant.

     The Registrant has developed a new proprietary solution which the
company acquired with Wireless Think Tank for last mile connectivity
known as "WWAN" (Patent Pending). "Wireless Wide Area Networks" that
provides a cost effective method of distribution both in the 2.4 and
5.3/5.8 GHz range.  The Registrant has developed a WARP Server that is
the worlds first all in one rack size wireless broadband router and
VoIP (Voice Over Internet Protocol) technologies. The Registrant plans
to deploy this patent pending technology for it's own installation as
well as through the roll-up of specific ISP and target markets. The
Registrant has assembled an executive team with a wide range of both
technical and managerial experience to ensure the success of its goal.

(a)  Market Overview.

     Wireless technology differ from wired technology in that it does
not rely on twisted pair wires, coaxial cables, or optical fibers as a
medium for transporting signals. Instead, they transmit radio-
frequency ("RF") signals-a form of electromagnetic energy-through the
atmosphere to equipment that is tuned to receive those signals.  As
discussed below, transmission through the atmosphere has significant
advantages, but presents challenges as well.

     RF signals are distinguished by their frequency, which is the
rate at which their electromagnetic energy cycles. Frequency is
specified in units of hertz ("Hz"), which is the number of cycles
completed in 1 second. A measure that is related to a signal's
frequency is its wavelength, which is the distance the signal travels
when completing 1 cycle. A channel (or band) comprises a specific
range of frequencies. The extent of this range is the channel's
bandwidth, which is specified in units of hertz.

     LMDS systems operate at frequencies between 28 GHz and 31 GHz,
whereas MMDS systems operate at frequencies between 2.5 GHz and 2.7
GHz.  The distinguishing characteristics of LMDS and MMDS systems are
determined more by the inherent properties of the RF signals within
these bands than by the details of the technologies that these systems
use.

     Broadband wireless transmission offers several advantages over
wired transmission. Today, it is cost prohibitive for laying optical
fiber, cable and copper wires to service many residential and
commercial areas. Only fixed wireless technologies can provide a more
economical solution to reach the next generation of internet
subscribers. The Registrant bypasses the bottlenecks by using its
proprietary state-of-the-art wireless network. The Registrant's
network is designed to deliver advanced digital voice, data and video
services utilizing proprietary patent pending technologies. RF signals
that are transmitted through the air are largely unconstrained.  This
property makes wireless technologies ideal for providing service to
widely dispersed geographic areas, and to areas that lack the user
density that would justify the expense of laying new optical fiber,
coaxial cable, or copper wires. The Registrant uses both the licensed
and unlicensed spectrums, so even after we factor in the costs of
licenses for the use of RF spectrum, fixed wireless technologies can
provide a more economical solution for reaching the 97% of businesses
that are not serviced by fiber and need a wireless solution.  Because
it is cost prohibitive to lay optical fiber-1 mile of fiber costs
between $200,000 and $300,000 only 3% of all commercial buildings in
the United States have fiber-optic connections. Due to the fact that
wireless solutions have a lower ratio of fixed to variable costs, they
incur lower startup costs, and lower costs per subscriber.  Laying
fiber, cable, and copper wires is not only expensive, but also time
consuming.  These forms of access require a direct, physical
connection be established to each subscriber.

     On the other hand, radio transceivers, which transmit and receive
RF signals, can often be deployed much more rapidly.  Once installed,
these transceivers can provide service instantly and simultaneously to
customers across large geographic areas. Installation of equipment at
a subscriber's location is an easy as installing a DSL or Cable modem.
The Registrant's infrastructure can be deployed on an incremental,
"only when needed" basis, wireless systems offer more managed and
scaleable growth. Wireless-service providers can maximize cash flow
and return on investment by targeting the most profitable areas first.
Unlike fiber and cable connections to buildings, the wireless customer
premises equipment ("CPE"), can be removed and re-deployed in other
locations and not to be left behind when a customer leaves.

     Market demand for high-speed internet access continues to grow at
a rapid rate.  This 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. There remains an
unprecedented opportunity for those who can offer fast, economical
last mile solutions.

(b)  Products & Services.

     The Registrant has spent several years in developing its "WI-FI"
product for the last mile solution and is now poised to take advantage
of this "next generation" opportunity with its proprietary wireless
broadband infrastructure equipment. The niche market roll out strategy
is to enable our end users' access to true high-speed broadband
connectivity utilizing the "WI-FI" or 802.11b solution.

     Wi-Fi is short for "wireless fidelity" and is another name for
IEEE 802.11b.  It is a trade term promulgated by the Wireless Ethernet
Compatibility Alliance ("WECA").  "Wi-Fi" is used in place of 802.11b
in the same way that "Ethernet" is used in place of IEEE 802.3.
Products certified as Wi-Fi by WECA are interoperable with each other
even if they are from different manufacturers.  A user with a Wi-Fi
product can use any brand of access point with any brand of client
hardware that is built to the Wi-Fi standard.

     Utilizing WI-FI and realizing the need for an economical approach
to wireless deployment, the Registrant has secured, through the
acquisition of Wireless Think Tank, the proprietary technology
necessary to achieve this goal.  When compared to other wireless
companies, the Registrant's solution utilizing its proprietary
technology provides for very reasonable customer acquisition costs.
The results are in the numbers.  Our competition continues to deploy
networking gear that can never meet the economics of success.  Reason
being the technology being used known as "FHSS" Frequency Hopping,
Spread Spectrum, is only able to provide a total of 10 clients per
radio with a maximum of 17 co-located radios per facility, or 170
clients per co-location.

     Comparing this to the Registrant, Direct Sequence Spread Spectrum
("DSS") technology, which utilizes 3 co-located radios each capable of
supporting 250 clients for a total of 750 clients per facility,
indicates that customer acquisition cost for networking equipment is
not only reasonable, but achievable very quickly.  The Registrant DSS
current solution cost per facility to provide service to 750 clients
at about 1/10th the cost.  Plans to expand the current configuration
to reach a level of 1,024 clients per radio have already been
successfully completed and will allow for 3,072 clients per co-
location bringing down costs to extremely attractive levels.

     The Registrant's networks are designed for rapid and easy
deployment, and are constructed from a number of cell sites deployed
in a conventional cellular pattern.  The network can be deployed
according to subscriber locations and marketing strategy, from a
number of small island sites to complete coverage of a chosen
geographical area.  Initial deployment can be limited to a few cell
sites and the network incrementally rolled out as subscriber numbers grow.

     Over eight years of development and five years of system
deployment, the management team of the Registrant has commercialized
the Wireless Wide Area Networks ("WWAN") solution to provide rapid
wireless broadband deployment at a fraction of the cost of DSL or
Cable Modem.

     WWAN was developed in response for the need to replace wired
broadband in a cost effective manner that provides a simple and
efficient broadband mobile solution platform for data, video and
voice.  The Registrant's WARP Server Micro POP, can act as a repeater
for tower-to-tower connection or tower to Micro POP connection.  Each
IP address can be used as another Micro POP with another 253 IP
addresses or combination of Customer Presence Equipment ("CPE") and
Micro POPs allowing the support thousands of simultaneous users.

     Having a clear line-of-sight for the radio signal to travel
between antennas to the end remains one of the major challenges in the
wireless market today.

     The Registrant's technology, which is currently deployed in New
York State, overcomes this line-of-sight obstacle by finding the
closest connection and relays the signal from location to location,
remembering the most efficient path.  This reduces the traffic load on
the network and allows every device on the network to develop an
intelligence of all the possible paths a packet may follow allowing us
to target significantly more potential customers compared to other
fixed wireless networks.

     The Registrant will utilize its wireless platform to extend
services to locations beyond those currently serviced 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. The immediate focus will be to expand the current
network in New York State by adding 3 neighboring states by the end of
the second quarter of 2002.

     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 company.  The
Registrant's network engineers can accurately predict capabilities,
extensive network modeling and business intelligence analysis into one
integrated environment, providing unrivalled opportunities to optimize
the value of our network coverage.  This means the Registrant will
have substantial cost advantage compared to our closest competitor.

(c)  Market.

     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 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 it
with a significant level of early move advantages on achieving and
exceeding its goals.

     According to a study by International Data Corp. ("IDC"), by the
end of 2001, 10 million access lines were displaced by wireless,
primarily by consumers choosing a wireless service over installing an
additional access line at home.  IDC predicts that displacement of
wired line services are expected to accelerate even greater in 2002,
resulting in an additional 10 million access lines replaced by
wireless by 2005. Forrester predicts that 5.5 million consumers will
give up their second land-line and 2.3 million will drop their primary
line, for a wireless product within the next five years.

(d)  Market Targets.

     (1)  Residential Market

     Everyone today can think of content-rich, bandwidth-hungry
applications that are driving the demand for high-speed network
access.  For many business tenants and building owners, there has been
no satisfactory solution to fill the gap between expensive dedicated
T1 lines and slow dialup connections.

     The Yankee Group predicts that between 2001 and 2005, the number
of U.S. households online will increase from 62.9 million to 80
million, or an 11% increase while households online with broadband
access will increase from 10.7 million to 31.1 million or a 64% increase.

     In the United States, there are 8,154 communities with a
population of fewer than 20,000.  The total population of these
communities exceeds 64,000,000. A recent studies by the US Department
of Commerce indicates that current broadband Internet access in this
population group is less than 5%.

     Currently, the most widely used platform for high-speed
connectivity is DSL.  72% of those receiving broadband services do so
via high-speed copper lines. But this is likely to change. A report
from INT Media found, that DSL access presents more problems than
solutions for ISPs looking to make a dent in the broadband market segment.

     (2)  Public Access Networks

     The Registrant provides broadband roaming allowing for mobile
business professionals to simply and very easily receive high-speed
and remote broadband access to their corporate networks.  The
Registrant's services are ideally suited to servicing public access
venues such as airports, hotels, convention centers or any other
public access area. The following sections outline each market, the
strategy to service these markets, and how the Registrant plans to
benefit from these markets.

     There is a rapidly increasing demand for cost effective mobile
broadband connectivity. Those providers who offer solutions that can
be deployed quickly and efficiently can realize significant early
mover advantages.  The Registrant is positioned to deliver services to
these markets with the Registrant's "Nest Generation" solution.

     Our strategy is very simple. Provide faster, more reliable
solutions at costs that more attractive then any other provider on the
market today.

     (3)  Hotel Market

     "Room service" is taking on a whole new meaning. It is no longer
a pit stop for business travelers to rest and get a good night's
sleep. It's now a temporary, "SOHO" type office where corporate
travelers spend hours online preparing for road meetings and sending
and retrieving e-mails from clients and prospects. Imran Khan, Senior
Analyst of the Yankee Group says that, "The hospitality industry,
which is comprised of nearly 4 million guest rooms across the US
claim, we are seeing more & more business travelers demanding faster
and more secure access to the Internet and corporate networks."

     The American Hotel and Motel Association reports that 51,000
properties with 3.9 million rooms are prime candidates for high-speed
networks because access to the Internet and other sites on the
corporate network is now a requirement for doing business-not merely
something in the "nice to have" category.  The Registrant understands
the need and the desirability to improve guest services and are able
to deliver a wide range of unique solutions. The Registrant combines
next generation data solutions with our wireless LAN and voice over IP
services providing a level of service to the client that is not
possible with any other provider.

     The Registrant solution lets users catch up on office e-mail, get
the updated stats for tomorrow's sales meeting or book the next flight
home, all at Ethernet speed, anywhere in the hotel. Plus, there's no
fumbling and hassles with modem dial codes or hotel phone systems. The
traveler will be able to send large files, particularly presentations,
send and receive emails, surf the web, receive video streaming media
or conduct a video conferencing any where within the hotel compound.

     The Registrant will focus on targeting key hotels, such as,
Marriott, Hilton, Hyatt, Holiday Inn and Best Western that are
catering to the business traveler. These hotels are normally situated
in the downtown areas of major cities or are near major airports.
These targeted hotels have business clientele as a large percentage of
their guests, and have numerous requests for broadband Internet
access. The Registrant will target hotels that are financially stable,
well established, and have a high room utilization percentage. These
hotels are large enough to support a significant amount of rentals,
and a large amount of business meetings and events.  Marketing to
hotels will be on a discretionary basis, and will be handled through a
direct marketing campaign to specific individuals.

     (4)  Enterprise Market - MTU Market

     According to market analysts, the demand for broadband wireless
access in the United States will mushroom to $16 billion by 2004 (The
Strategis Group).  The most lucrative and underserved segment of the
market are small to medium sized businesses, who are at a competitive
disadvantage in today's information critical world unless they have
access to broadband data transmission services.  While fiber optics is
the leading mode of delivering broadband connectivity to offices
today, an estimated 99% of commercial buildings worldwide are not
served by fiber (Pioneer Consulting).

     According to the Building Office Management Association ("BOMA"),
there are 750,000 large multi-tenant commercial buildings worldwide.
In the U.S. alone, the Department of Energy lists 91,000 buildings
with 6-10 establishments, 28,000 with 11-20 units, and 31,000 with 20
or more.  These market realities have led industry insiders to predict
overall growth rates of 367% (until 2006) for companies striving to
offer broadband solutions to this customer segment (Wireless
Networks). The keys to success here are (i) cost per customer to
acquire and (ii) speed to market.

     The Registrant's WAN technologies enable simultaneous
transmission of high-speed data, full streaming video, real-time video
conferencing, and web surfing.  Its wireless point-to-multipoint
solution for fixed networks enables us to leapfrog existing
infrastructure, so the initial investment is significantly lower than
that required for "wired" alternatives. This low-cost wireless
infrastructure means that a complete network can be installed in days
or weeks, instead of the typical months or years and since the
Registrant's architecture is highly scalable, the network can grow as
new business demands service.

     To service these clients, the Registrant intends to build a
proprietary wireless network by establishing Points of Presence
("POP") that provide wireless services to large coverage areas. The
initial locations will be key commercial buildings and hotels that are
located in the central business district of the city.  The Registrant
intends to design and engineer a network capable of providing
customers with a dedicated Internet connection, described best as
high-speed fixed wireless broadband (256Kbps to 10 Gbps) Internet access.

     Bandwidth will be provided in various bundled packages that can
be used for Internet access, electronic mail, and IP based voice and
video.  Services will be provided using specialized wireless
equipment, and involves the placement of radio transmitters/receivers
on a customer's buildings.  Emphasis is placed on minimal impact
installations without altering the integrity or aesthetics of building
structures. In some locations a structured cabling system will need to
be installed so as to provide the client with alternative choices.
These cabling systems are then used for provisioning services to both
clients and the Registrant's networks throughout a given building.

     Data packets transmitted over our wireless connections are
protected by 128-bit encryption coding, providing a secure connection.
Network operability will be monitored remotely by network operations
center, which operates twenty-four hours per day, seven days per week
and our network infrastructure is 99.9% reliable, even under harsh
weather conditions.

     Target customers will include organizations  and business that
are located in areas not able to receive Digital Subscriber Line
("DSL"). These potential customers can only receive a high-speed
connection through Trunk Level services, ISDN services, or other
digital bandwidth solutions offered through access providers at
extremely high prices.

     For building owners, the Registrant intends to work to develop an
integrated solution that leverages their existing infrastructure or
design and engineer a new system that will provide them and their
tenants with a much more flexible solution.  By working with the
building owner we are able to get quick and easy access to the tenants
in the building and allows us to co-market the service. In return the
building owner can participate in the monthly revenue stream as an
inducement to support the Registrant.

     Marketing to individual businesses will begin anywhere from three
to six months in advance of the installation so as to create awareness
to the service and the opportunity to try the service at key demo
locations.  In addition, the Registrant will also employ traditional
marketing platforms including radio, print ads, bill-boards, web-based
advertising, trade shows, and direct marketing.  Direct marketing will
incorporate input from the property developer as well as the strata
committee of the complex.

     (5)  Educational Market

     The Registrant believes that mobile computing and wireless LAN
connectivity can fundamentally change the way students and faculty
work, teach, and learn. Mobile computing gives people access to their
network resources-printers, file servers, email, and the web-from
anywhere on campus.

     A recently conducted survey of computer and networking influence
leaders in higher education found that (92%) of the respondents agree
"demand for network services from students and faculty has increased
compared to the previous academic year."  When asked whether their
institution provides adequate support for networking needs, the
results were mixed.  The average response was almost exactly neutral
(3.01, on a scale from 1-5). 43% agree that there is adequate support,
while 39% believe there is inadequate support.  Another question that
yielded mixed results was whether or not the respondents' institution
provides easy network connectivity wherever it is needed on campus.
38% felt that there was easy connectivity, while 35% felt there was not.

     Using networked computers to support the teaching mission is a
clear benefit to the survey respondents. Network connectivity
everywhere on campus is now a mission-critical capability:

     Wireless LAN building-to-building links can really help remote
classrooms that need network connectivity.  Almost every school
district uses some portable classrooms.  Providing those classrooms
with network service can be very costly.  Trenching can cost thousands
of dollars. Since the buildings themselves are temporary, that expense
seldom makes sense.

     Using wireless between buildings, remote classrooms can have
access to email, the web, and the school's network as if they were in
the main building.  Simple setup, easy management, and transparent
performance combine to make ongoing use of the system economical and
trouble free.  Expanding the system is easy; simply add an access
point or antenna whenever you have a new structure needing
connectivity.  If temporary classrooms are no longer needed, simply
re-deploy the access point to other locations.

     Instead of purchasing computers for every classroom, some schools
use cart-mounted computers, easily movable to the classrooms working
with the computer.  With wireless LANs, network connectivity to mobile
computers is quick, easy, and inexpensive.  Wireless LANs are less
expensive and more productive than wired LANs on a per-student basis
for a number of reasons (1) Cart-mounted computers improve space
utilization, with fewer rooms required for computer labs; (2) Fewer
network drops to install; and (3) More efficient use of computing
resources, since each classroom needing computers can get exactly what
they need for the day.  More productive during the school day, since
students don't have to leave the room to use computers.

     In response to consumer demand, the Registrant has combined and
coordinated core technologies into a network solution that allows it
to customize its use to meet the specific requirements of the project
and those of the client.  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 such as achieving
connectivity to a remote site, extending LAN coverage area or creating
a roaming environment.

     While focusing on the cost effective solution, the Registrant is
clear on the need to maintain high security levels to ensure the
integrity of the network and for the clients who use it. The company's
wireless local area networking solutions are a fast, economic and
efficient approach to providing high-speed Internet connectivity that
delivers secure, durable, multi-user connectivity.  The following
describes some of the different network solutions and services available.

(e)  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. Furthermore, the exceptional performance
and immunity to RF interference makes the  Registrant LAN well suited
and safe for deployment in a wide range of markets and applications.

     The Registrant is capable of servicing clients who require
extension or integration of their existing network by providing copper
and optical fiber network services allowing the facility to lower
costs by getting services from a third party supplier.

(f)  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.  These solutions include the following methods:

     Wireless WAN Connectivity.

     The Registrant's Fixed Wireless Area Networks ("FWAN") was
     developed in response to the need to replace traditional wired
     broadband service with more cost effective solutions.

     Wired WAN Connectivity.

     The Registrant has strategic backbone partners in key market
     segments that allow us to get wholesale rates for dedicated
     leased line and DSL services. These services from local carriers
     to insure that low cost bandwidth is readily available to the
     Registrant's clients.

     Virtual Private Networks ("VPN").

     The Registrant provides 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.

Secure Firewall.

     The Registrant's firewall provides a secure and flexible
connection between a trusted private network and an insecure public
network, such as the Internet.  It may also be used to secure portions
of the private network within an organization.  It protects the
private network from unauthorized access, while providing controlled
access to Internet services for users within the private network.

(g)  Hotel Broadband Network Management.

     The Registrant's software-based management platform provides
solutions for hotels & casinos.  The software works with both wired
and wireless LAN's in-building infrastructures and Ethernet and
provides a complete turnkey solution.

     The Registrant's management platform provides plug-and-play
capability and allows end customers to self-provision services.
Customizable portals, advertising platforms and tiered service levels
allow property owners and service providers to generate incremental
revenue.  The system design supports multiple authentication and
billing options, including credit card, RADIUS, property management
system and access code, through either existing interfaces or open
APIs.  Management, reporting and configuration are simplified through
a Web-based interface.  The following are important key features that
can be tailored to specific target market segments requirements.

(h)  User Authentication.

     The system supports multiple authentication methods. These
methods include RADIUS authentication to either local or remote RADIUS
servers for prepaid users or service subscribers, credit card
authentication, access code authentication (especially for hotel
meeting rooms), and automated authentication based on known port
location in a hotel guest room.

(i)  Billing/Accounting Management.

     The Registrant's accounting product manages accounts for usage
and collects payment using multiple methods, including direct posting
of charges to a hotel property management system ("PMS") for users
connecting from guest rooms charge processing by a remote credit card
processing service enabling payment from any location; and subscribers
or prepaid users can authenticate via RADIUS and pay through offline
methods

     Meeting room attendees can use broadband access paid for via
access codes. PMS interface and credit card billing also enable
"impulse" charges for additional bandwidth or future value-added
services.  Billing can be based on full day or time-block increments.

(j)  Hotel Portal.

     The Registrant's portal service redirects all users through two
steps during connection.  First, users are directed to a connect
screen, which explains the services available to them, including
potentially multiple bandwidth and price options.  The Registrant's
portal, which is a free access area, provides information on local
sites, advertising, or weather; and a link to the property owner home
page.  Once users select and purchase service, they are directed to a
portal page as their first location on the Internet.

     This provides a second branding and marketing opportunity.  With
the Registrant's Portal Entrance feature, a hotel could allow free
browsing (pre-authentication) of specified domains allowing the
promotion of internet hotel services and features or special events.
The service will also include a "transparent proxy" feature, which
allows the service provider to force all Web requests to the Internet
to go through the Microsoft Proxy Server installed with the
Registrant's system - without requiring the client computers to
configure a proxy in their Web browsers. This feature is useful when
logging is turned on in the Microsoft Proxy Server application, which
allows the software to capture a list of Web sites.  This information
can be later mined to determine popular Web sites.

(k)  Web Portal Content.

     The Registrant's portal redefines in-room amenities and guest
services, while providing the ultimate online experience.  The
Registrant can offers a comprehensive hotel Internet solution that
meets the needs of today's travelers.  Until now, there has not been
an easy way for international travelers to get the information they
need combined with high-speed Internet access with a comprehensive,
continuously updated guest-centric portal.  The Registrant can help to
assure that hotel guests are always connected with their professional
and personal worlds.

(l)  Wireless Panel Portals.

     The Registrant provides flat panel displays for multimedia
advertising allows the facilities to communicate with the guests at
hotel or convention facilities in a very non-intrusive manor while
providing an excellent source of advertising revenues.  The system can
constantly be updated to provide convention attendees and guests with
specific information relating to their event or the marketing upcoming events.

(m)  Customer Service.

     The Registrant's focus on customer service will be a key.  From
the host property to the end user, the Registrant pays special
attention to providing the very best in personal and responsive
customer care.  Toll free, 24 hours, 7 days a week, 365 days a year, a
company technical representative is always available to answer any and
all technical questions providing live support.

(n)  After Sales Marketing Support.

     After the installation of the Registrant solution, the facility
is assigned a professional marketing and account representative to
train the staff and work with them in attracting your guests to take
advantage of the services provided by the Registrant.  The company's
representatives are always available to handle any questions your
staff may have concerning the Registrant's systems.

Economic Basis Of Business.

     One of the primary objectives is to increase shareholder value.
As published by ISP-Planet in the February 2002 online edition,
"companies in this market sector are valued at approximately $900 per
subscriber", therefore, the intention of this management team is to
increase subscriber base through build out and acquisitions.

     The Registrant's three-year goal is 100,000 subscribers and since
this market sector is valued at $900 per subscriber, the anticipated
market value at the end of this period is projected to be
approximately $90,000,000.  Therefore, the Registrant is seeking a
$10,000,000 capital infusion to build out its initial markets while at
the same time expand to other markets that meet its business plan's
criteria.  The $10,000,000 will provide the Registrant the necessary
working capital to achieve these goals and have our networks in place
to provide bridging to the likes of AOL, Time Warner, Covad and
Earthlink, while simultaneously developing its ISP backbone and
strategy for acquisitions.

     This three-year goal will be a direct result of entering markets
that are currently not serviced by the DSL and Cable providers.
Customers will be billed for their bandwidth package on a monthly
basis depending on the type of service packages delivered.  Service
packages can be upgraded at no additional cost to the customer at any
point during their agreement, providing customers with a scaleable
solution.  If a customer requires additional bandwidth during a
billing period, our system allows for it and adjusts billing at the
end of the month based on actual bandwidth usage.

Competition.

     A typical DSL infrastructure can cost up to 4 times as much as a
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 Registrant's "proprietary" wireless solution,
clients can be up and running within two weeks under normal circumstances.

     The Registrant's WWAN simultaneously provides higher bandwidth
and multiple network users connectivity 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 our backbone can link all remote
sites to a single LAN; capable of large data transfers, campus voice
communications, video-conferencing & video on demand through local
loop to our ISP exactly as if each site was on a single building
Ethernet LAN.  The Registrant can provide dedicated 384kb connections
with no variations of upstream/downstream speeds for less than the
cost of dedicated 56kb lease lines or cable modem connection.

     Connection speed is the speed at which data is transferred
between the client's location and the central office ("CO").  Actual
connection speed is usually lower than the maximum connection speed
due to numerous factors, including distance between your location and
the  Registrant's central office, the condition of a telephone line
and wiring inside a home, computer settings, and other factors.

     Throughput, or download, speed is the speed that data is actually
transferred to your computer from the Internet and - this speed is
lower than connection speed.  Throughput speed can be affected by the
factors listed above as well as network and Internet congestion, as
well as server and router speeds for the Web sites you are accessing..

Proprietary Information.

     The Registrant has pending registration applications in the
United States Patent and Trademark Office for patents and trademarks.
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.

Employees.

     The Registrant currently has nine 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 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 one-year lease.  The monthly rent
is approximately $2,000.

ITEM 3.  LEGAL PROCEEDINGS.

     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.

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

     None.

                               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, mark-down 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, 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 11, 2002, there were approximately 40 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, 2001:

     (a)  On March 20, 2001, the Registrant issued 150,000 shares of
common stock in connection with the company's merger with 5G Partners,
a private Canadian partnership ($0.05 per share).  Consideration for
this transaction included the issuance of a total of 750,000 shares of
common stock, (to be divided among 5G Partners' three officers), in
exchange for 5G Partners' technology.  As of December 31, 2001,
600,000 shares remained unissued; however, in March 2002, these shares
were issued to each of the three partners, with an additional to
50,000 per each recipient. (restricted).

     (b)  On March 20, 2001, the Registrant issued 50,000 shares of
common stock to Mr. Schwabe for consulting services valued at $2,500
($0.05 per share).

     (c)  On April 1, 2001, the Registrant issued 350,000 shares of
common to Cameron House Publishing, LLC for consulting services valued
at $87,500 ($0.25 per share) under a consulting agreement dated April 1, 2001.

     (d)  On April 1, 2001, the Registrant issued 250,000 shares of
common stock to Mr. Schwabe for consulting services valued at $62,500
($0.25 per share) under a consulting agreement dated November 1, 2000.

     (e)  On April 2, 2001, the Registrant sold 200,000 shares of
common stock to one investor for a total consideration of $50,000
($0.25 per share).

     (f)  On May 4, 2001, the Registrant issued 720,000 shares of
common stock to Mr. Tan and 350,000 shares of common stock to Mr. Robb
for management consulting services valued at a total of $107,000
($0.10 per share).

     (g)  On June 12, 2001, the Registrant issued 75,000 shares of
common stock in connection with consulting services valued at $9,000
($0.12 per share).

     (h)  June 12, 2001, the Registrant issued 675,000 shares of
common stock in connection with a consulting contract valued at
$81,000 ($0.12 per share).

     (i)  On June 15, 2001, the Registrant issued 580,000 shares
issued in connection with a consulting agreement for market services
valued at $58,000 ($0.10 per share).

     (j)  On June 26, 2001, the Registrant issued 106,666 shares of
common stock in connection with a marketing agreement with Market
Force (a company controlled by Messrs. Dix and Lipman) valued at
$10,666 ($0.10 per share).

     (k)  On July 18, 2001, the Registrant sold 2,704,723 shares of
common stock to one accredited investor for a total consideration of
$215,500 (less $44,500 in commissions and other offering costs)
($0.0797 per share).

     (l)  On August 14, 2001, the Registrant sold 816,404 shares of
common stock to one accredited investor for a total consideration of
$65,000 (less $5,200 in commissions and other offering costs) ($0.0796
per share).

     (m)  On October 1, 2001, the Registrant issued 650,000 shares of
common stock for consulting services consisting of providing guidance
to company related to potential acquisitions, merger and funding,
valued at $65,000 ($0.10 per share).

     (n)  On October 15, 2001, the Registrant issued 12,000,000 shares
of common stock in connection with the Peteson Investment Pte. Ltd.
acquisition, valued at $4,320,000 ($0.36 per share).  Terms of the
acquisition provided for the issuance of such shares for 75% of the
outstanding shares of Peteson Investment, Pte Ltd.  based on a earn
out formula of 1 share for every $.50 earned during the two year term
of the agreement

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 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 the
     purchasers of the securities are not underwriters 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 beyond those currently serviced 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. The immediate focus will be to expand the current
network in New York State by adding two neighboring states by the end
of the second quarter and the beginning of the third quarter of 2002.

     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 company.  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 looking at a series of smaller companies
to acquire 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 currently can service the next two months
operating expenses with its cash reserves. The Registrant plans to
improve the cash position of the company by securing a 10 million
dollar equity line of credit which is contingent upon a registration
statement which is anticipated to be completed later this year.  In
addition the Registrant is seeking private placements to expand it
growth in key markets segments. The Registrant has also secured
financing for capital equipment which will allow the company to
manufacture and install our client premises equipment and access points.

     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.

     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,
ranging in cost between $3,000 and $50,000 depending on the capacity
requirements and equipment needed to service that particular area.

     To facilitate this growth, the Registrant intends to acquire
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 from 10-30 depending on the rollout
time frames, capital costs, and acquisition of engineers from any
potential company acquisitions.

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 no record of any 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: $75,905 for
the fiscal year ended December 31, 2000 and $5,889,967 for the fiscal
year ended December 31, 2001.  At December 31, 2001, the Registrant
had an accumulated deficit of $5,971,807.

     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 which 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 relies on a combination of patent, copyright,
trademark and trade secret protection laws and non-disclosure
agreements to establish and protect its proprietary rights.  The
Registrant cannot provide assurance that patents will issue from any
pending applications or, if patents do issue, that claims allowed will
be sufficiently broad to protect its technology.  Further, any of the
Registrant's current or future patents or trademarks may be
challenged, invalidated, circumvented or rendered unenforceable, and
the rights granted under those patents or trademarks may not provide
us with significant proprietary protection or commercial advantage.
Moreover, our patents may not preclude competitors from developing
equivalent or superior products and technology.

     The Registrant also relies upon trade secrets, know-how,
continuing technological innovations and licensing opportunities to
develop and maintain its competitive position.  Others may
independently develop equivalent proprietary information or otherwise
gain access to or disclose the Registrant's information.  The
Registrant cannot provide assurance that the confidentiality
agreements on which it relies will provide meaningful protection of
its trade secrets or adequate remedies in the event of unauthorized
use or disclosure of confidential information or prevent its trade
secrets from otherwise becoming known to or independently discovered
by its competitors.

     The Registrant's potential commercial success may also depend in
part on it not infringing the proprietary rights of others or not
breaching technology licenses that cover technology the Registrant
uses in its products.  Third-party patents may require the Registrant
to develop alternative technology or to alter its products or
processes, obtain licenses or cease some of its activities.  If these
licenses are required, the Registrant may be unable to obtain them on
commercially favorable terms, if at all.

(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 which 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 decision which effect
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
which 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 25% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the ability
to exercise significant 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.

     All of the approximate 32,000,000 shares of common stock which
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,
2001, and for the year ended December 31, 2000 are presented in a
separate section of this report following Item 13.

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

     None.

                                  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.

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 Wireless 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)  Don Boudewyn, Assistant Secretary/Chief Operating
Officer/Executive Vice President.

     Mr. Boudewyn, age 38, has held his current position he has held
since January 2002.  Mr. Boudewyn has held various positions with the
Company including President and Vice President of International Sales
since founding the Company 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.

(c)  Robert Kirish, Treasurer/Director.

     Robert Kirish, age 55, has served in his current position since
January 2002.  Prior to joining the Registrant Wireless, Mr. Kirish
was the principal financial officer and business manager for
Production Partners, LLC located in Orange, California.  Mr. Kirish
joined Production Partners in 1990, where he worked for 12 years
before coming to the Company. Mr. Kirish has over 20 years of
corporate finance experience.  He is a graduate of UCLA and has served
in the United States Air Force.

(d)  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 a wealth of 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.

Compliance with Section 16(a) of the 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
2001, Forms 5 with respect to fiscal 2001, and certain written
representations from executive officers and directors, the Registrant
is unaware that any required reports 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 person 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, 2001.



<TABLE>
<CAPTION>

                                          Summary Compensation Table

                           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)
<S>            <C>      <C>      <C>     <C>             <C>          <C>             <C>     <C>
Michael Tan    2001    $38,500     0         0            $364,200         0             0         0
CEO

Michael Smith  2000       0        0         0                0            0             0         0
CEO            1999       0        0         0                0            0             0         0
</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 11, 2002 (124,981,692 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         Name and Address                    Amount and     Percent of
Class            of Beneficial Owner                 Nature of        Class
                                                     Beneficial
                                                      Owner(1)

Common Stock     Jerry Dix                          13,955,348 (2)    11.17%
                 2921 North Tenaya Way, Suite 234
                 Las Vegas, Nevada 89128

Common Stock     Steve Lipman                       13,955,348 (3)    11.17%
                 2921 North Tenaya Way, Suite 234
                 Las Vegas, Nevada 89128

Common Stock     Brian Corty                        13,867,182        11.10%
                 2921 North Tenaya Way, Suite 234
                 Las Vegas, Nevada 89128

Common Stock     Marc R. Tow                         6,993,712         5.60%
                 3900 Birch Street, Suite 113
                 Newport Beach, California 92660

Common Stock     Don Boudewyn                        2,684,523 (4)     2.14%
                 2921 North Tenaya Way, Suite 234
                 Las Vegas, Nevada 89128

Common Stock     Robert Kirish                       2,000,000         1.60%
                 2921 North Tenaya Way, Suite 234
                 Las Vegas, Nevada 89128

Common Stock     Shares of all directors and       32,400,388         25.94%
                 executive officers as a group (4
                 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 Messrs. Dix and Lipman are actually
held in the name of Market Force, Inc., a company controlled by them.

(3)  106,666 of the shares held by Messrs. Lipman and Dix are actually
held in the name of Market Force, Inc., a company controlled by them.

(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.

     Since the beginning of the Registrant's last fiscal year, 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 December 1, 2000, the Registrant entered into an
acquisition agreement with 5G Partners (a private Canadian
partnership) (two of the partners of which are Don Boudewyn, a
current director, and Richard Lajeunesse, a former executive vice
president) (see Exhibit 2.2 to this Form 10-KSB).  In connection with
the merger, the Registrant changed its name from Tesmark, Inc. to 5G
Wireless Communications, Inc.  As set forth in this agreement, the
Registrant agreed to pay $74,000 US dollars and 150,000 shares of
common stock in exchange for 5G Partners' technology.  Of the
$74,000, $60,000 was supposed to be advanced and deposited into a
Canadian trust account until further instruction, with the remaining
$14,000 was advanced in November and December of 2000 for consulting
costs related to the acquisition; however, the Registrant used all
these funds instead and they were never paid to 5G Partners.

     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.

     This disclosure amends that set for in the Form 10-QSB for the
quarter ended March 31, 2001.

     (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.  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, 2001.

Index to Financial Statements                                          Page

Independent Auditor's Report                                             37

Balance Sheet as of December 31, 2001                                    38

Statements of Operations for the years ended
December 31, 2001 and December 31, 2000                                  39

Statements of Stockholders' Equity for the years ended
December 31, 2001 and December 31, 2000                                  40

Statements of Cash Flows for the years ended
December 31, 2001 and December 31, 2000                                  43

Notes to Financial Statements                                            45

                                   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: April 15, 2002                    By: /s/  Jerry Dix
                                         Jerry Dix, 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:


                                         /s/  Jerry Dix
                                         Jerry Dix
                                         President/Director
April 15, 2002


                                         /s/  Brian Corty
                                         Brian Corty
                                         Secretary/Director
April 15, 2002


                                         /s/  Robert Kirish
                                         Robert Kirish
                                         Treasurer (principal
                                         financial and accounting
                                         officer)/Director
April 15, 2002


                                         /s/  Don Boudewyn
                                         Don Boudewyn
                                         Assistant Secretary
April 15, 2002

                        INDEPENDENT AUDITOR'S REPORT


Randy Simpson CPA, P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009


Board of Directors and Stockholders
5 G Wireless Communications, Inc.
(Formerly Tesmark, Inc.)
Las Vegas, NV

We have audited the accompanying balance sheets of 5 G Wireless
Communications, Inc. (formerly Tesmark, Inc.) as of December 31, 2001,
and the related statements of operations, shareholders' equity and
cash flows for the years ended December 31, 2001 and December 31,
2000.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, based on our audit, the financial statements referred
to above present fairly, in all material respects, the financial
position of 5 G Wireless Communications, Inc. (formerly Tesmark, Inc.)
as of December 31, 2001 and the results of its operations,
shareholders' equity and cash flows for the years ended December 31,
2001 and December 31, 2000, in conformity with generally accepted
accounting principles.


/s/  Randy Simpson, CPA, P.C.
Randy Simpson, CPA, P.C.
A Professional Corporation
April 12, 2002
Sandy, Utah

                     5G WIRELESS COMMUNICATIONS, INC.
                        (formerly Tesmark, Inc.)
                             BALANCE SHEET

                                                             December 31
                                                                 2001
                                  ASSETS

Current Assets:
 Cash                                                        $       213
 Deposit                                                             300
    Total Current Assets                                             513

Fixed Assets:
 Computer Equipment                                                1,757
 Accumulated Depreciation                                           (217)
    Total Fixed Assets                                             1,540

     Total Assets                                            $     2,053

                     LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities:
 Accounts payable                                            $    49,889
 Accrued management/consulting fees                               24,000
    Total Current Liabilities                                     73,889

Stockholders' Deficit:
 Preferred Stock $.001 par value; authorized
 10,000,000 shares; no shares outstanding at December 31,
 2001.                                                                 -
 Common Stock, $.001 par value; authorized
 150,000,000 shares;
 with 41,168,668 issued and outstanding at
 December 31, 2001.                                              41,168
 Paid-In Capital                                              5,858,802
 Accumulated Deficit                                         (5,971,807)
    Total Stockholders' Deficit                                 (71,837)
Total Liabilities & Stockholders' Deficit                   $     2,053

               See Accompanying Notes to Financial Statements

                      5G WIRELESS COMMUNICATIONS, INC.
                         (formerly Tesmark, Inc.)
                         STATEMENTS OF OPERATIONS

                                           Year Ended        Year Ended
                                           December 31       December 31
                                              2001              2000

Interest Income:                           $         -       $      2,829

Expenses:
 Depreciation/amortization expenses                217                  -
 Doubtful accounts                                  -              57,829
 Consulting & marketing expenses               881,462             16,400
 General and administrative expenses            50,623                661
 Acquisition costs                           4,534,892                  -
 Officer compensation & management fees        340,638                  -
 Professional fees                              82,135              3,844
Total Expenses                               5,889,967             78,734

Net Loss                                    $(5,889,967)      $   (75,905)

Net Loss Per Common Share
(Basic and Fully Dilutive)                        (0.29)           (0.009)

Weighted Average Shares
Common Stock Outstanding                     20,337,262         8,363,341

               See Accompanying Notes to Financial Statements

                       5G WIRELESS COMMUNICATIONS, INC.
                           (formerly Tesmark, Inc.)
                       STATEMENT OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                      Common        Common
                                      Stock         Stock      Paid-In     Accumulated     Total
                                      Shares        Amount     Capital       Deficit       Equity
<S>                                   <C>           <C>        <C>         <C>             <C>

Balances at January 1, 1999          2,500,100     2,500       2,600           (5,100)

Net loss for the year ended
December 31, 1999                       -             -          -               (835)        (835)

April 22, 2000 common stock
split 3 for 1                        5,000,200      5,000      (5,000)              -            -

May 16, 2000; 1,000,000 of common
stock and warrants sold at $.15 per
share                                1,000,000      1,000     149,080               -       150,080

December 12, 2000; common stock
split 1.5 for 1                      4,250,190      4,250      (4,250)              -             -

Net loss for the year ended
December 31, 2000                            -          -           -         (75,905)      (75,905)

March 20, 2001; 150,000 shares of
common stock were issued at $.05
per share in connection
with the Company's
recent merger with 5G Partners         150,000        150      7,350                -         7,500

March 20, 2001; 50,000 shares issued
or consulting compensation at $.05
per share                               50,000         50      2,450                -         2,500

April 1, 2001; 350,000 shares
issued for consulting contract
at $.25 per share.                      350,000       350     87,150                -        87,500

April 1, 2001; 250,000 shares
issued for consulting
compensation at $.25 per share.         250,000       250    62,250                 -        62,500

April 2, 2001; 200,000 shares
issued at $.25 per share, for cash      200,000       200    49,800                 -        50,000

May 1, 2001; 300,000 shares issued
for consulting compensation,
valued at $.10 per share                300,000       300    29,700                 -        30,000

May 4, 2001; 1,070,000 shares issued
for officer/consulting
compensation, valued
at $.10 per share                     1,070,000     1,070   105,930                 -       107,000

June 12, 2001; 75,000
shares issued for
consulting contract,
valued at $.12 per share.                75,000        75     8,925                 -         9,000

June 12, 2001; 675,000
shares issued in
connection with a
consulting contract,
valued at $.12 per share.               675,000       675    80,325                 -        81,000

June 15, 2001; 580,000
shares issued in
connection with a
consulting agreement,
valued at $.10 per share; &
200,000 shares
issued for marketing
compensation, also
valued at $.10 per share.               780,000       780    77,220                 -        78,000

June 26, 2001; 106,667
shares issued in
connection with  a
marketing agreement,
valued at $.10 per share.               106,666       106    10,560                 -        10,666

July 18, 2001; 2,704,723 shares
were issued for cash, ($215,000
less $44,500 in offering costs)       2,704,723     2,705   167,795                 -       170,500

August 14, 2001; 816,404 shares
issued for cash ($65,000 less
$5,200 in offering costs)               816,404       816    58,984                 -        59,800

September 30, 2001;
1,250,000 shares
issued at $0.10 per
share for compensation.               1,250,000     1,250   123,750                 -       125,000

October 1, 2001; 650,000 issued
for consulting compensation; valued
at $.10 per share                       650,000       650    64,350                 -        65,000

October 15, 2001; 12,000,000 shares
issued in connection with the Peteson
Investment Pte. Ltd. acquisition;
valued at $.36 per share             12,000,000    12,000  4,308,000                -     4,320,000

December 13, 2001; 4,350,000 issued
for consulting compensation; valued
at $.07 per share                     4,350,000     4,350    300,150                -       304,500

December 14, 2001; 1,395,000 issued
for compensation; valued
at $.08 per share                     1,395,000     1,395    110,205                -       111,600

December 18, 2001; 45,385 issued
for consulting compensation; valued
at $.06 per share                        45,385        46      2,678                -         2,724

December 28, 2001;
1,200,000 issued for
consulting compensation; valued
at $.05 per share                     1,200,000     1,200     58,800                -        60,000

Net loss for the year ended
December 31, 2001                             -         -          -       (5,889,967)   (5,889,967)

Balances at December 31, 2001        41,168,668    41,168   5,858,802      (5,971,807)      (71,837)
</TABLE>


                     See Accompanying Notes to Financial Statements

                            5G WIRELESS COMMUNICATIONS, INC.
                                 (formerly Tesmark, Inc.)
                                 STATEMENTS OF CASH FLOWS

                                               Year Ended        Year Ended
                                               December 31       December 31
                                                  2001              2000

Cash Flows used in Operating Activities:
 Net Loss                                      $ (5,889,967)    $    (75,905)
 Expenses Not Requiring an Outlay of Cash:
  Depreciation expense                                  217                -
  Deposit expensed                                   74,000                -
  Allowance for doubtful note receivable                  -           57,829
  Common stock issued acquisitions                4,327,500                -
  Common stock issued for
   consulting/marketing compensation              1,136,990                -
Changes to Operating Assets and Liabilities:
 Increase in deposits                                  (300)               -
 Increase in accrued management/consulting fees      24,000                -
 Increase in accounts payable                        49,889                -
  Net Cash used in Operating Activities            (277,671)         (18,076)

Cash Flows provided by Investing Activities:
 Increase (decrease) in advances for
 acquisitions                                             -          (74,000)
 Capital expenditure - computers                     (1,757)               -
 Net Cash provided by Investing Activities           (1,757)         (74,000)

Cash Flows from Financing Activities:
 Common stock issued for cash                       280,300          150,081
 Increase (decrease) in advances from
 shareholders                                          (935)             100
   Net Cash from Financing Activities               279,365           92,352

Net Increase (Decrease) in Cash                         (63)             276

Cash at Beginning of Period                             276                -

Cash at End of Period                                   213              276

                  See Accompanying Notes to Financial Statements

                           5G WIRELESS COMMUNICATIONS, INC.
                                (formerly Tesmark, Inc.)
                              NOTES TO FINANCIAL STATEMENTS

A.  ORGANIZATION AND ACCOUNTING POLICIES

5 G Wireless Communications, Inc. ("the Company") (formerly Tesmark,
Inc.) was incorporated September 10, 1979, as an Idaho corporation.
On October 23, 1998 the Company merged with Tesmark, Inc., a Nevada
corporation; the net effect was transfer of domicile of the
corporation from Idaho to Nevada.  In connection with this merger, the
stock was forward split 500 for 1, resulting in an increase of the
total outstanding shares to 2,500,100. The Company incurred $1,355 in
reorganization costs in 2000, which was expensed in accordance with
Statement of Position (SOP) 98-5.  This statement requires that
organizational expenses be expensed at the time they are incurred
rather than amortized over a period of years.

In March of 2001, the Company merged with 5G Partners, (a private
Canadian partnership), resulting in the changing of the Company's name
from "Tesmark, Inc." to "5G Wireless Communications, Inc."
Consideration per the acquisition agreement included issuance of
750,000 shares of the Company's common stock, (to be divided among 5G
Partners' three officers), in exchange for 5G Partners' technology.
On March 20, 2001, the partners were issued 150,000 shares of the
Company's common stock, in lieu of the agreed upon 750,000 shares,
marking the finalization of the agreement.  As of December 31, 2001,
the outstanding 600,000 shares remained unissued.  However, in March
of 2002 the shares were issued to each of the three partners, with an
additional to 50,000 shares per each recipient.

The Company recorded $525,000 as goodwill in connection with the
issuance of the stock and cash, and wrote off $420,000 as an
adjustment to the value of goodwill in the quarter ended March 31,
2001.  The write-off reduced the value of the transaction to the
estimated fair market value ($105,000) for the technology transferred
to the Company in the transaction.  At December 31, 2001, all goodwill
remaining on the Company's balance sheet were expensed as acquisition
costs; reflected on the Company's Statement of Operations.

During the year 2000, the Company was authorized by its Articles of
Incorporation, as amended, to issue an aggregate of 50,000,000 shares
of common stock at a par value of $.001, and 10,000,000 shares
preferred stock, also at a par value of $.001.  However, on July 10,
2001, a meeting of the Company's board of directors was held, wherein,
it was agreed to an increase of the Company's authorized common stock
to 150,000,000.

Financial Capacity

During the year 2001, the Company had no sales, no revenue and no
interest income.  The Company's computer purchase during the second
quarter of 2001 is the Company's only capital expenditure for the
year, and is reflected on the Company's December 31, 2001 financial
statements accordingly. ($1,757 less $217 accumulated depreciation).
The Company's expenses for the year 2001 consisted of, legal and
accounting fees of $74,802 and $7,333 respectively; acquisition costs
of $4,534,892, most of which were incurred through the Peteson
Investments Pte. Ltd. acquisition (recently dissolved);
consulting/marketing expenses of $881,462; officer and management
compensation of $340,638; and various general and administrative
costs, which collectively total $50,623.

Thus far, the debt incurred by operations has been satisfied primarily
through the sale of the Company's common stock, as no revenue has yet
been realized through the minimal operations.  Therefore, it is
anticipated that their ability to continue will, as in the past, be
largely dependant upon the sale of common stock, cash on hand, various
credit facilities available to the Company, and any internally
generated funds.

The Company has devoted substantial resources to the build out of its
networks and the expansion of its marketing programs.  As a result,
the Company has historically experienced operating losses and negative
cash flows.  These operating losses and negative cash flows may
continue through additional periods, however, the Company 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
Company intends to implement these new developments during the second
quarter of 2002.

B.  COMMON STOCK

From September 1995 through January 1997, the Company issued 4,000
shares of common stock, valued at $1.00 per share (par value), as
compensation to its officers, directors, shareholders and consultants
in lieu of cash.  On November 10, 1998, the Company elected to change
par value from $1.00 to $.001 and then issued another 100 shares at
$.001 per share (par value).  As of December 31, 2001, the Company
issued 150,000 shares in connection with the merger acquisition
between Tesmark and 5G Partners, Inc., and 50,000 shares of common
stock as compensation for consulting, all of which were re-valued as
of December 31, 2001 from $.70 per share to $.05 per share.
Additionally, 12,000,000 shares of the Company's common stock, valued
at $.36 per share, were issued and held in escrow in connection with a
pending merger with Peteson Investments Pte. Ltd. of Singapore, of
those 12,000,000, 6,000,000 are to be returned to the Company as
stated in the signed "Mutual Release Agreement".

Stock Based Compensation

Periodically, the Company issues stock to various service providers as
a form of compensation.  The services are valued at fair market value
of the service performed, whereby, approximating the fair market value
of the stock.  Common stock issued for compensation during the year
2001 is as follows:  600,000 shares at $.25 per share, 4,156,667
shares at $.10 per share, 750,000 shares at $.12 per share, 1,395,000
shares at $.08 per share, 45,385 shares for $.06 per share, 4,350,000
shares at $.07 per share, and 1,200,000 shares at $.05 per share, for
a combined compensation value of $1,136,990.   As of the year ending
December 31, 2001, the Company's total issued and outstanding common
stock totaled 41,168,668.

In order to incentivize and retain highly skilled employees, officers
and directors, outsider service providers and to obtain general
funding, the Company's Board of Directors occasionally grants
unqualified stock options to various individuals, generally at equal
or above market price.

C.  PRIVATE PLACEMENT OF COMMON STOCK AND WARRANTS

In May 2000, the Company sold 20 units of common stock and warrants.
Each unit consisted of 50,000 shares of common stock and one Class A
Warrant to purchase 50,000 shares of common stock at twenty cents
($.20) and one Class B Warrant to purchase 50,000 shares of common
stock at twenty-five cents ($.25) per share.  The Class A Warrants may
be exercised upon issuance and expire 365 days from the date of
issuance, and the Class B Warrants may also be exercised upon issuance
and expire on the 730th day after issuance.  During the year 2001, the
Company's common stock issued for cash included:  200,000 shares
issued as a private placement; valued at $.25 per share ($50,000);
3,721,127 shares were issued on July 18, 2001; for a total cash value
of $280,300 (less $44,500 offering costs), and 816,404 shares of
common stock were issued for a cash value of $65,000 (less $5,200
offering costs) on August 14, 2001.

D.  CONVERTIBLE PROMISSORY NOTE (UNCOLLECTABLE), AND TERMINATION OF
INTENT TO ACQUIRE INTERACTIVE ENGINE, INC.

In June of 2000, the Company advanced funds for promissory notes a
combined amount of $55,000 to Interactive Engine, Inc.  The notes bore
interest at 10%, and were due in 90 days.  Although the notes gave the
option of converting the entire amount, including interest, into its
common stock, at terms to be negotiated prior to the 90-day renewal
term, Interactive Engine would not settle.  As of December 31, 2001,
the promissory notes remained unpaid.  Consequently, the debt was
deemed "uncollectable" and was expensed accordingly, including
accumulated interest ($57,829), as an acquisition cost (reflected in
the December 31, 2001 Statement of Operations).

E.  ACQUISITION AGREEMENT WITH PETESON INVESTMENT, PTE. LTD.

On March 9, 2001, the Company entered into an acquisition with Peteson
Investment, Pte Ltd. (Peteson), a privately held company providing
wireless data solutions in Singapore.  Wherein, the Company agreed to
assume control of Peteson after verifying, through an independent
attorney in Singapore, the corporate structure and names of all its
shareholders.  Tentative terms of the acquisition provided for the
issuance of 12,000,000 restricted shares of the Company's common stock
for 75% of the outstanding shares of Peteson Investment, Pte Ltd.

Although numerous closing dates were scheduled, Peteson continued to
ignore their contractual obligations, causing the inability to close
and the inconvenience continuously extending the date.

As of December 31, 2001, the acquisition remained unsettled, resulting
in the Company's decision to begin action towards dissolution of the
agreement.

F.  FOURTH QUARTER ADJUSTMENTS

During the fourth quarter of 2001, the Company adjusted the valuation
of 150,000 shares of common stock, which were issued in connection
with the merger between 5G Partners, Inc. and Tesmark, Inc., as well
as the valuation of an additional 50,000 shares of common stock issued
during the same time period for compensation.  Originally, the shares
were valued at $.70 per share, however, a new valuation of $.05 as
specified by board members, was recorded in the Company's year-end
December 31, 2001, financial statements.

Assets relating to acquisitions on the Company's balance sheets for
the previous three quarters of 2001, including advances for
acquisitions, goodwill and amortization of goodwill, were written off
as acquisition expenses during the fourth quarter of 2001.  The
combined total of the above-mentioned transactions ($225,187) is
included in the Statements of Operations for December 31, 2001, as a
portion of the total balance of $4,534,892 in acquisition costs.

The Company's "accounts receivable" reflected a balance of $71,476 in
the Company's financial statements for September 31, 2001. The entire
balance related to the Peteson Investment Pte. Ltd. acquisition,
resulting in the write-off of the entire "accounts receivable"
balance, also reflected in the fourth quarter 2001 Statements of
Operations, as a portion of the acquisition costs balance.

The Company's remaining balances for prepaid marketing and consulting
contracts was written off in the fourth quarter as well.  Out of the
Company's three current contracts, two had reached their ending term
in the fourth quarter of 2001, resulting in final balances being
expensed.  The third prepaid contract, however did not reach its
ending term until April of 2002, but written off as well in December
31, 2001 financial statements, due to both non-performance and their
eventual declaration of bankruptcy.  The Company is currently seeking
the return of the common stock issued (580,000 shares valued at $.10
per share), in accordance with the contract.  Even so, the Company
realizes the success in recovery of these shares to be highly
unlikely, as the task of locating a former officer of the now non-
existent company has thus far produced futile results.  All balances
involving these contracts are reflected as a portion of the consulting
costs in the Company's December 31, 2001 Statements of Operations.

G.  SUBSEQUENT EVENTS

On January 10, 2002, the Company announced that it had realigned its
operating management.  The Company promoted Jerry Dix as President and
CEO, Brian Corty as Chief Technical Officer and Secretary, Don
Boudewyn and Assistant Secretary, and Bob Kirish as Treasurer and
Director.  The Company's newly appointed management also announced
plans of changing focus, by way of certain changes to their business
strategy, reflecting capital market and strategic factors.   Under the
new management team, the Company will undertake a complete strategic
review of its business lines, including analysis of capital
consumption and profitability.

In February of 2002, the Company presented a "Mutual Release
Agreement" to the officers of Peteson Investment Pte. Lt.  On February
15, 2002, the agreement was signed by officers from both Peteson
Investment Pte. Ltd. and 5G Wireless Communications, Inc., thus,
releasing all contractual parties from any liabilities that may be
associated with the acquisition activities.  The agreement also
provided for the return of 6,000,000 of the 12,000,000 shares issued
per terms of the acquisition agreement, to the Company.  In exchange
for the 6,000,000 shares of the Company's common stock remaining in
Singapore, Peteson agreed to assume all responsibility for debts
incurred, contracts, agreements, commitments made, and equipment
purchased having to do with the acquisition or any other project
engaged in, by the Companies.  Additionally, Peteson will assume
responsibility for all past and present salaries and expenses incurred
by the Companies officers during the Peteson acquisition period.  The
collective monetary value of the debt assumed by Peteson is
approximately $6,000,000.

                                   EXHIBIT INDEX

Number                       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 (see below).  The following Schedules to
        this agreement have been omitted: Schedule A - Purchaser
        Audited Financial Statements; Schedule B - Purchaser Interim
        Financial Statements; Schedule C - Company Financial
        Statements; Schedule D - Employment, Service & Pension
        Agreements of the Company; Schedule E - Real Property &
        Leases of the Company; Schedule F - Encumbrances on the
        Company's Assets; Schedule G - Company Litigation; Schedule
        H - Purchaser Litigation; Schedule I - Registered
        Trademarks, Trade Names & Patents of the Company; and
        Schedule J - Purchaser's Subsidiaries.  In addition, the
        following attachments have been omitted: Subscription
        Agreement; and Shareholders' Agreement.

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

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

3.3     Bylaws, dated October 30, 1998 (incorporated by reference to
        Exhibit 3 of the Form 10-SB filed on December 15, 1999).

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).

10.1    Consulting Agreement between the Registrant and Allan
        Schwabe, dated November 1, 2000 (see below).

10.2    Consulting Agreement between the Registrant and Cameron
        House Publishing, LLC, dated April 1, 2001 (see below).

10.3    Consulting Agreement between the Registrant and 519021 BC.
        Ltd., dated April 1, 2001 (see below).

10.4    Employment Agreement between the Registrant and Richard
        Lajeunesse, dated April 1, 2001 (see below).

10.5    Finder's Fee Agreement for Financing between the Registrant
        and Allen Schwabe, dated April 1, 2001 (see below).

10.6    Consulting Agreement between the Registrant and Michael Tan,
        dated May 1, 2001 (see below).

10.7    Consulting Agreement between the Registrant and Market Force
        Inc., dated May 3, 2001 (see below).

10.8    Employment Agreement between the Registrant and Cameron
        Robb, dated July 1, 2001 (see below).

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 (see below).

10.13  Employment Agreement between the Registrant and Don
       Boudewyn, dated February 1, 2002 (see below).

10.14  Consulting Services Agreement between the Registrant and
       Steve Lipman, dated February 6, 2002 (see below).

10.15  Consulting Services Agreement between the Registrant and
       Robert Kirish, dated February 6, 2002 (see below).

10.16  Employment Agreement between the Registrant and Brian Corty,
       dated March 1, 2002 (see below).

10.17  Employment Agreement Amendment between the Registrant and
       Don Boudewyn, dated April 1, 2002 (see below).