UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington D.C., 20549

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FORM 10-KSB/A

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(Mark One)


[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2003


[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period


toCommission file number: 000-30448  5G Wireless Communications, Inc.(Name of small business issuer in its charter)


|Nevada                                   | 20-0420885                             
|---------------------------------------- | ---------------------------------------
|(State or other jurisdiction of          | (I.R.S. employer identification number)
|incorporation or organization)           |                                        
|                                         |                                        
|4136 Del Rey Avenue                      | 90292                                  
|Marina Del Rey, California               | (Zip Code)                             
|(Address of principal executive offices) |                                        

Issuers telephone number: (310) 448-8022

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001 per share

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [   ]  NO [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form,
and no disclosure will be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

Issuers revenue for fiscal year ended December 31, 2003: $ 167,302.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the price of such common
equity as of May 18, 2004 is approximately $7,795,492 based on $ 0.028 share price. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose. Number of shares of Common Stock
outstanding as of May 18, 2004: 305,780,070

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format: Yes  No X

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5G WIRELESS COMMUNICATIONS, INC.

TABLE OF CONTENTS

2003 FORM 10-KSB

FOR THE YEAR ENDED DECEMBER 31, 2003

|         |          |                                                                | Page | 
|-------- | -------- | -------------------------------------------------------------- | ---- | 
|         |          |                                                                |      | 
|         |          |                                                                |      | 
|         |          |                                                                |      | 
|PART I   |          |                                                                | 3    | 
|         | Item 1.  | Description of Business                                        | 3    | 
|         | Item 2.  | Description of Property                                        | 6    | 
|         | Item 3.  | Legal Proceedings                                              | 6    | 
|         | Item 4.  | Submission of Matters to a Vote of Security Holders            | 7    | 
|         |          |                                                                |      | 
|PART II  |          |                                                                | 8    | 
|         | Item 5.  | Market for Common Equity and Related Stockholder Matters       | 8    | 
|         | Item 6.  | Managements Discussion and Analysis and Results of Operations | 9    | 
|         | Item 7.  | Financial Statements                                           | F-1  | 
|         | Item 8.  | Changes in and Disagreements with Accountants on Accounting    |      | 
|         |          | and Financial Disclosure                                       | 16   | 
|         | Item 8A. | Controls and Procedures                                        | 16   | 
|         |          |                                                                |      | 
|PART III |          |                                                                | 18   | 
|         | Item 9.  | Directors, Executive Officers, Promoters and Control Persons;  |      | 
|         |          | Compliance with Section 16(a) of the Exchange Act              | 18   | 
|         | Item 10. | Executive Compensation                                         | 19   | 
|         | Item 11. | Security Ownership of Certain Beneficial Owners and            |      | 
|         |          | Management and Related Stockholder Matters                     | 23   | 
|         | Item 12. | Certain Relationships and Related Transactions                 | 23   | 
|         | Item 13. | Exhibits and Reports on Form 8-K                               | 26   | 
|         | Item 14. | Principal Accountant Fees and Services                         | 29   | 



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PART I

When used in this Report, the words expects, anticipates, believes, plans, will and similar expressions are intended to identify
forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements as to the features, benefits, performance and utility of our current and future products and services, success of our
management team, demand for and expansion of broadband connectivity, problems related to existing wire-line and wireless broadband access solutions, expansion of our international customer base, our ability to compete, growth of competition,
competitive factors, our hiring needs, our research and development efforts, statements regarding the lawsuit with Skyhub, our dividend policy, statements regarding our critical accounting policies, adequacy of cash, expectations regarding net
losses and cash flow, statements regarding our growth and profitability, our operating expenses, our need for future financing, our dependence on personnel, our ability to respond to rapid technological change, statements regarding the issuance of
common stock to our executive officers and our compliance with the Sarbanes-Oxley Act of 2002. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those discussed below, as well as risks related to development of new products and services and their use by our potential customers, our ability to work with our strategic partners, our
ability to retain and obtain customers, our ability to protect our proprietary rights, our ability to successfully gain market share, our dependence on a small number of customers, our ability to obtain future financing, and the risks set forth
below under Item 6, Managements Discussion and Analysis and Results of Operations  Factors That May Affect Our Results. These forward-looking statements speak only as of the date hereof. 5 G Wireless expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any
such statement is based.

All references to 5G Wireless, we, us, our or the Company means 5G Wireless Communications, Inc. and its subsidiary, except where it
is made clear that the term means only the parent company.

Hotzone and G-Force are trademarks of 5G Wireless. Other trademarks referenced herein are the property of their respective owners.

Item 1. Description of Business

General

5G Wireless designs, builds, markets and services innovative Wi-Fi compatible wireless broadband systems. We believe our integrated hardware and software solutions offer significant
improvements in distance, performance, throughputs and security while servicing both line of sight and non-line of sight applications. We are focused on manufacturing products and developing solutions to create large and efficient wireless local
area networks, or LANs, and wide area networks, or WANs, with far less equipment and expense than competitors. Our customers include universities, businesses, governments, municipalities and wireless Internet service providers (ISP).

Background

5G Wireless was incorporated as Tesmark, Inc. in September 1979. In November 1998, we changed our state of incorporation from Idaho to Nevada and in January 2001 we changed our name to 5G
Wireless Communications, Inc. In March 2001, we acquired 5G Partners, a Canadian partnership, and changed our business to provide wireless technology systems through high speed Internet access and data transport systems. In April 2002, we acquired
Wireless Think Tank, Inc., a developer of high-speed long distance wireless technologies. In July 2003, 5 G Wireless shifted our strategy from a service provider to original equipment manufacturer, or OEM. We continue to assemble a strong management
team with a wide range of both technical and business experience that we believe will ensure our success.

Products

We market and sell both outdoor and indoor Wi-Fi wireless radio systems that, because of their distance and user capacity, can be used in both wireless LAN and WAN applications. The outdoor
products can be configured in point-to-point or point-to-multipoint networks that can reach distances of eight miles or more in fixed wireless configurations or up to one mile in roaming scenarios using laptops with off-the-shelf Wi-Fi cards. We
believe our antenna design and wireless packet switching allows our systems to more readily penetrate buildings and trees than competitors, and to accommodate up to 1000 users. Our indoor product shares many of the same strengths as our outdoor
products, including user capacity and penetration of objects, but is designed to utilize less power, at a lower cost for indoor distances up to 2,500 feet.

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

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

Wireless Local Area Networks. We provide a durable, high-speed data transfer system that utilizes superior echo path management and one of the best radio
frequency, or 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
154 Mbps. Its performance makes our LAN well suited and safe for deployment in a wide range of markets and network applications.

Dedicated Backbone Connectivity Services. Connectivity is a key area to address when providing a complete communications solution. We are able to provide
a wide range of connectivity solutions to our customers premises through high-speed wireless or dedicated wired connection. The method adopted will depend on the project location, existing connectivity requirements and availability.

Both our outdoor and indoor products provide strong security at both the hardware and software levels, can transmit voice, data, and video at multi-megabit speeds, and can work together
seamlessly in wireless networks with each other or with other common wireless network equipment. Because of these advantages, we believe our products enable customers to combine wireless networks with fewer components that cost less, perform better
and potentially provide a faster return on invested capital.

Target Market

We believe market demand for broadband connectivity continues to expand rapidly. However a growing portion of end-users have found that existing wire-line and wireless broadband access
solutions are unable to meet their needs. We believe this is due in part to installation delays, higher infrastructure costs, and lack of maintenance and support for end users. Using our proprietary wireless solutions, our customers can be up and
running in less than two weeks at a fraction of the cost. We target the following markets:

|Market                              | Solution                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Universities and Corporate Campuses | Our solution can replace
      VPN lines with direct and secure wireless connections, which can provide
      always-on roaming capabilities around the campus, with Internet access-control
      managed at the classroom or office level. In additional, with our access
      points the wireless connection can cover multiple campuses in the same city
      and allow individual end-users to stay connected while off campus.                                     
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Municipalities                      | Our solution can provide
      a network covering over six mile point-to-point shots that meet the security
      requirements critical for the passage of government and police documents
      between departments, stations and substations.                                                                                                                                                                                                                            
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Government & Military               | Our solutions create a private network
      designed to be able to handle highly sensitive data including surveillance
      camera, full motion video, remote censoring, etc.                                                                                                                                                                                                                                                                                            
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Wireless ISP                        | Our solution delivers one of the
      fastest returns on investment for the ISPs.
      Our solution virtually eliminates the need for multiple towers and
      connectivity by covering areas as large as 10 sq. miles which can support
      up to 3000 users per 12 panel access point, while servicing clients
      with greater throughputs and quality of service as compared to DSL,
      cable and other wireless solutions in near line of sight conditions.

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Distribution Channel Strategy

Currently, 5G Wireless participates in a two-tier distribution model, in addition to having an OEM element. We source most of our business via direct means today, and almost all business is
domestic. Select international accounts will lead the way to greater expansion overseas as we progresses. Additionally, 5G Wireless has three official VAR relationships, and several more in negotiation.

Customers

Most of our products are sold domestically through direct sales. We have a few international customers that we believe will lead to greater expansion of our business overseas. For fiscal 2003,
Universities, Municipalities and ISP accounted for 76.40% of our net revenues, the majority of which came from the City of Garden Grove and UCLA. Wireless subscribers represented 7.86% and 11.32% for VoIP with the balance from the sale of our
assets. For fiscal 2002, the wireless subscription revenue accounted for 100% our net revenue.

Strategic Business Relationships

We have added three value added resellers, or VAR, who are now selling the our solutions throughout the country.

Competition

There is intense competition in the wireless industry. Competition is based on design and quality of the products, product performance, price and service, with the relative importance of each
factor varying among products and markets.

Our competitors include Alvarion, Proxim, Motorola, Trango and Vivato. The wireless products and services offered by these competitors include products in the 900Mhz, 2.4 Ghz and 5.8 Ghz
frequencies. Many of these companies have much greater financial and other resources available to help them withstand adverse economic or market conditions. These factors, in addition to other influences such as increased price competition and
market and economic conditions could potentially impair our ability to compete.

We believe that the principal competitive factors determining success in our target markets include;


- range;
- near-line of sight capabilities;
- data rate;
- security scheme;
- number of simultaneous user associations
- implementation costs and
- being a total solutions provider

We believe we compete favorably with respect to these factors. However, the market for wireless products and services is highly competitive and rapidly evolving and subject to rapid technological changes. We may not have the financial resources, technical expertise or marketing, distribution or support capabilities to compete successfully. If we fail to compete successfully, we may fail to gain market share, lose existing
market share and our business and financial condition could suffer.


Patents and Trademarks

We have applied for two patents , both of which include both software, hardware and antenna design. We expect to apply for additional patents in the coming year as we expand our product line.

We have also applied for trademarks on the names of our premier products and services, including WiFi Hotzone. All applications are still pending.

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Government Regulation

Currently, our technology can be deployed in the highly regulated license free frequency bands. As such, our products are not subject to any wireless or transmission licensing in the United States, and many other
jurisdictions worldwide. The products do, however, have to be approved by the Federal Communications Commission, for use in the United States as part of FCC Rule 15.247. For use in Canada, and other jurisdictions certain regulatory requirements may
be necessary, to ensure they meet the rigorous requirements for use of these bands.

Continued license-free operation will be dependent upon the continuation of existing government policy and, while we are not aware of any policy changes planned or expected, this cannot be
assured. License-free operation of our products in the 2.4 GHz band are subordinate to certain licensed and unlicensed uses of the bands and our products must not cause harmful interference to other equipment operating in the bands and must accept
interference from any of them. If we should be unable to eliminate any such harmful interference, or should our products be unable to accept interference caused by others, we or our customers could be required to cease operations in the bands in the
locations affected by the harmful interference. Additionally, in the event the 2.4 GHz bands becomes unacceptably crowded, and no additional frequencies are allocated, our business could be adversely affected.

Employees

As of December 31, 2003, we have 11 employees, all of whom are full-time employees. To facilitate our anticipated growth, we intend to hire additional sales representatives, engineers and RF
technicians to service and maintain network support, as well as improve manufacturing capabilities to meet future demands. There will also be a need to increase sales and support staff to ensure continued growth and maintenance of our high quality
of service. These numbers may vary depending on the size and scope of the clients projects. We are focusing on several new areas of expansion, including the development of a new market strategy focusing on specific vertical markets. We believe
that our employee relations are good. None of our employees are represented by a collective bargaining unit.

Research and Development

5G Wireless has defined a robust roadmap for the development of additional products intended to enhance network performance, decrease product costs, improve manufacturing, analyze outsource
options, and expand the range of customer applications. This includes refined and completely new access point and client premise equipment (CPE) designs that complement current products. It also includes new antenna designs that could open up new
markets for the Company.

All 5 G Wireless developed products and projects must meet a minimum return on investment, or ROI, threshold in order to be considered for development. We believe this will help to ensure that
we are utilizing resources correctly, that assets are being deployed properly, and that all projects ultimately add shareholder value. Areas of positive ROI development include:

- A less-expensive, yet high-performance CPE device designed for WISP applications and other requirements for extending the range of a PC laptop.
- Access Points that operate at various frequencies along the spread spectrum within legal limits.
- WiMAX (IEEE 802.16d) products that have a variety of applications including backhauling, etc.
- Public Safety and Homeland Security applications designed to serve the needs of police, fire and other emergency vehicles and field operators.

Item 2. Description of Property

Our principal executive offices, currently consisting of approximately 10,560 square feet of office and research and development space, are located at 4136 Del Rey Avenue in Marina Del Rey,
California. We lease this property on October 30, 2003 for a 5 year term at the current monthly rent of $11,088.

Item 3. Legal Proceedings

On July 17, 2002, Skyhub Asia Holdings Limited filed an action against us in the High Court of the Hong Kong Special Administrative Region, Court of First Instance (Action No. 2767). In this
complaint, the plaintiff alleges breach of contract in connection with an agreement between the plaintiff and 5G Wireless, dated May 19, 2001, and seeks monetary damages in the amount of $919,400, plus interest. We filed an answer to this complaint,
and asserted certain counterclaims against the plaintiff, including fraud and breach of contract. We believe this case is without merit.

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Item 4. Submission of Matters to a Vote of Security Holders

None.

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PART
  II

Item 5. Market for Common Equity and Related Stockholder Matters

Our common stock is traded on the Over the Counter Bulletin Board under the symbol FGWC. Our common stock traded on the Over the Counter Bulletin Board under the symbol
TSMK prior to November 2000. The following table indicates the range of high and low bid prices as reported by the Over the Counter Bulletin Board. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.

|               | High |        | Low | 
|-------------- | ---- | ------ | --- | 
|               |      |        |     | 
|Fiscal 2003    |      |        |     | 
|First Quarter  | $    | 0.0028 |     | 
|Second Quarter |      | 0.032  |     | 
|Third Quarter  |      | 0.143  |     | 
|Fourth Quarter |      | 0.0860 |     | 
|Fiscal 2002    |      |        |     | 
|First Quarter  | $    | 0.08   |     | 
|Second Quarter |      | 0.05   |     | 
|Third Quarter  |      | 0.02   |     | 
|Fourth Quarter |      | 0.01   |     | 

As of May 18, 2004, there were approximately 70 record holders of our common stock holding 305,780,070common shares
pursuant to a shareholders list provided by our transfer agent as of that date and our records relating to issuable shares. The number of registered shareholders excludes any estimate by us of the number of beneficial owners of common shares
held in street name.

Dividend Policy

5G Wireless has never declared or paid a cash dividend on its common stock and does not anticipate paying cash dividends in the foreseeable future. We currently intend to retain any earnings to
fund the development and growth of our business. Any payment of cash dividends in the future will depend upon our earnings, capital requirements and other factors.

Recent Sales of Unregistered Securities

In November 2003, we entered into an agreement to sell 8,371,872 shares of our common stock at a price range from $0.0676 to $0.0718 per share for an aggregate purchase price of $430,000 in a
private placement to accredited investors between November 11, 2003 and February 16, 2004.

The issuances disclosed in this Item 5 were made to accredited investors and were deemed to be exempt from registration under the Securities Act of 1933 in reliance upon Section 4(2) of the
Securities Act or Regulation D promulgated thereunder.

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Item 6. Managements Discussion and Analysis and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read with the consolidated financial statements and related notes included elsewhere in this
Report.

When used in this Report, the words expects, anticipates, believes, plans, will and similar expressions are intended to identify
forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements as to statements regarding our critical accounting policies, adequacy of cash, expectations regarding net losses and cash
flow, statements regarding our growth and profitability, our need for future financing, our dependence on personnel, our operating expenses, our ability to respond to rapid technological change and statements regarding the issuance of common stock
to our executive officers. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those
discussed below, as well as risks related to our ability to develop and timely introduce products that address market demand, the impact of alternative technological advances and competitive products, market fluctuations, our ability to obtain
future financing, and the risks set forth below under Factors That May Affect Our Results. These forward-looking statements speak only as of the date hereof. 5G Wireless expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, or FRR 60, suggesting
that companies provide additional disclosure and commentary on their most critical accounting policies. The most critical accounting policies are the ones that are most important to the portrayal of a companys financial condition and operating
results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that of the significant accounting policies used in the
preparation of our consolidated financial statements (see Note B to the Financial Statements), the following are critical accounting policies, which may involve a higher degree of judgment, complexity and estimates. The methods, estimates and
judgments 5G Wireless uses in applying these most critical accounting policies have a significant impact on the results 5G Wireless reports in our financial statements.

Off Balance sheet

We have not entered into any off balance sheet arrangements that have or reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, result of operations, liquidity, capital expenditure, or capital resources which would be considered material to investors.

Use of Estimates

The preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those
estimates.

Stock-Based Compensation Arrangements

5G Wireless issues shares of common stock to various individuals and entities for certain management, legal, consulting and marketing services. These issuances are valued at the fair market
value of the service provided and the number of shares issued is determined, based upon the closing price of our common stock on the date of each respective transaction. These transactions are reflected as a component of general and administrative
expenses in the accompanying statement of operations.

Overview

5G Wireless designs, builds, markets and services innovative Wi-Fi compatible wireless broadband systems. We believe our integrated hardware and software solutions offer significant
improvements in distance, performance, throughputs and security while servicing both line of sight and non-line of sight applications. We are focused on manufacturing products and developing solutions to create large and efficient wireless LAN and
WAN with far less equipment and expense than competitors. Our customers include universities, businesses, governments, municipalities and WISPs.

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We market and sell both outdoor and indoor Wi-Fi wireless radio systems that, because of their distance and user capacity, can be used in both wireless LAN and WAN applications. The outdoor
products can be configured in point-to-point or point-to-multipoint networks that can reach distances of eight miles or more in fixed wireless configurations or up to one mile in roaming scenarios using laptops with off-the-shelf Wi-Fi cards. We
believe our antenna design and wireless packet switching allows our systems to more readily penetrate buildings and trees than competitors, and to accommodate up to 1000 users. Our indoor product shares many of the same strengths as our outdoor
product, including user capacity and penetration of objects, but is designed to utilize less power at a lower cost and for indoor distances up to 2,500 feet.

Both our outdoor and indoor products provide strong security at both the hardware and software levels, can transmit voice, data, and video at multi-megabit speeds, and can work together
seamlessly in wireless networks with each other or with other common wireless network equipment. Because of these advantages, we believe our products enable customers to combine wireless networks with fewer components that cost less, perform better
and potentially provide a faster return on invested capital.

We have devoted substantial resources to the build out of our networks and product research and development with limited resources applied to our marketing programs. As a result, we have
historically experienced operating losses and negative cash flow. We expect that these operating losses and negative cash flows may continue through additional periods. In addition, we only have a limited record of revenue-producing operations and
there is only a limited operating history upon which to base an assumption that it will be able to achieve its business plans.

Results of Operations

The results of operations reflected in this discussion include the operations of 5G Wireless for the past two years.

Revenue

Revenue from continuing operations increased by $66,960 or 67% from $100,342 for the year ended December 31, 2002 to $167,302 for the year ended December 31, 2003. The increase in revenue from
fiscal 2002 to fiscal 2003 was primarily due to a change in the business model from service provider to OEM. Our service provider model provided us with recurring revenue that required significant initial investment and a relatively small return on
investment. As a result, we changed our business model to an OEM supplier and integrator resulting in an increase of sales through new avenues of distribution.

Cost of Revenue

Cost of revenue principally includes the cost of the components required to produce the various products and equipment required to complete the products. Total cost of revenue increased by $
122,083 from $ 15,231 for the year ended December 31, 2002 to $137,314 for the year ended December 31, 2003. The increase was principally due to the increase in overall sales and the cost to produce it and the shift from being a wireless service
provider to that of a product manufacture and integrator. We believe this trend will continue to increase as the sales continue to grow.

Operating Expenses

Total operating expenses
  decreased by $ 2,989,885 from $5,102,548 for the year ended December 31, 2002
  to $ 2,112,663 for the year ended December 31, 2003. The decrease was primarily
  attributable to a 53% decrease in General and Administration Expenses, comprised
  mainly in reductions in employee and consulting costs. These general and administration
  expenses are expected to remain at or near this number during 2004. During the
  year ended December 31, 2003, we decided to close our New York wireless ISP
  network and moved our research and development facilities to California. We
  established an accrual of, and subsequently paid, $25,870 for costs relating
  to this closure.

Other Expenses

Interest expenses decreased during the year ended December 31, 2003 primarily due to a decrease in average debt. Interest expense decreased by 7.24% from $71,818 at the year ended December 31,
2002 to $ 77,019 for the year ended December 31, 2003.

Acquisition Agreement with Peteson Investment, Pte. Ltd.

On March 9, 2001, we entered into an acquisition agreement of Peteson Investment, Pte. Ltd., or Peteson, a privately held company providing wireless data solutions in Singapore. Tentative terms
of the acquisition provided for the issuance of 12,000,000 restricted shares of our common stock for 75% of the outstanding shares of Peteson. In mid 2001, the 12,000,000 shares were issued to the sellers of Peteson. Although numerous closing dates
were scheduled, several conditions prior to

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closing remained unresolved. At the end of 2001, both the sellers and 5G Wireless tentatively agreed that a portion of the 12,000,000 shares would be returned to us in exchange for the dissolution of the acquisition
agreement. In the fourth quarter of 2001, we wrote off to expense the value of all 12,000,000 shares issued in connection with this agreement based on the market price of our shares when issued, $0.40 per share.

In February 2002, the parties signed a Mutual Release Agreement, in which the acquisition agreement was cancelled, all contracting parties were released from any liabilities that may have been
associated with the purchase agreement and 6,000,000 shares of the Company would be returned to it. The Company received 5,600,000 shares and recorded the return of the shares as income in the periods in 2002 in which the shares were received, based
on the market price of the Companys shares when received, $0.021 and $0.035 per share, resulting in a recovery totaling $162,400.

Net Loss

Net loss decreased by $2,929,561 or 57% from a net loss of $5,089,255 for the year ended December 31, 2002 to a net loss of $ 2,159,694 for the year ended December 31, 2003.

Liquidity and Capital Resources

Cash and Cash Equivalents

We have incurred significant losses and negative cash flows from operations for the last two years. We have obtained our required cash resources through private placements and convertible
debentures. We may not operate profitably in the future and may be required to continue to raise additional capital to finance our operations.

Cash and cash equivalents increased to $211,670 at December 31, 2003 from $5,258 at December 31, 2002.

Cash used for operating activities was $415,751 during the year ended December 31, 2003 compared to $286,899 for the year ended December 31, 2002. We expect this trend will continue as we
continue to grow.

Cash Used for Investing Activities

Cash used for investing activities of $46,337 and $187,798 during the years ended December 31, 2003 and 2002, respectively, consisted of computer, network and research and development
equipment.

Cash Provided by Financing Activities

Financing activities provided cash of $479,742 during the year ended December 31, 2002 and included the issuance of $61,367 in notes payable, $305,000 in convertible debentures and $113,375 in
proceeds from the sales of our common stock. Financing activities provided cash of $668,500 during the year ended December 31, 2003 and included the issuance of $80,000 in notes payable, $235,000 in convertible debentures and $353,500 in proceeds
from the sales of our common stock.

We recognize the need for the infusion of cash during fiscal 2004 and are actively pursuing various financing options. However, there can be no assurance that we will be able to raise
additional funds on favorable terms or at all.

In addition, we may wish to pursue possible acquisitions of, or investments in businesses, technologies or products complementary to ours in order to expand our geographic presence, broaden our
product offerings and achieve operating efficiencies. We may not have sufficient liquidity, or we may be unable to obtain additional financing on favorable terms or at all, in order to finance such an acquisition or investment.

We believe we currently have adequate cash to fund anticipated cash needs for approximately the next six months. An adverse business or legal development may also require us to raise additional
financing sooner than anticipated. We recognize that we may be required to raise such additional capital, at times and in amounts, which are uncertain, especially under the current capital market conditions. If we are unable to acquire additional
capital or are required to raise it on terms that are less satisfactory than we desire, it may have a material adverse effect on our financial condition. If necessary, we may be required to consider curtailing our operations significantly or to seek
arrangements with strategic partners or other parties that may require us to relinquish significant rights to products, technologies or markets. In the event we raise additional equity financings, these financings may result in dilution to existing
shareholders.

11

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Going Concern. These conditions raise substantial doubt about our ability to continue as a going concern. As disclosed in the financial statements for the year ended December 31, 2003, the
opinion of our independent auditor includes an explanatory fourth paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Recently Issued Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure, an amendment of SFAS No. 123. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No.
148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. This statement is effective for financial statements for fiscal
years ending after December 15, 2002. SFAS No. 148 has not had any impact on our financial statements as management uses the fair value of goods and services received to determine the number of shares to issue.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, or FIN 46. FIN 46 requires the consolidation of variable interest entities
in which an enterprise absorbs a majority of the entitys expected losses, receives a majority of the entitys expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. FIN 46 is
effective for the first quarter of 2004. We do not expect its adoption of FIN 46 to have an impact on our consolidated results of operations, financial position or cash flows.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, that amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. This statement is effective for contracts and hedging relationships entered into or modified after June 30, 2003,
with certain exceptions. Our adoption of SFAS No. 149 did not have an impact on our financial position or results of operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, or Statement 150. Statement 150
establishes standards for issuer classification and measurement of certain financial instruments with characteristics of both liabilities and equity. In accordance with this standard, financial instruments that embody obligations for the issuer are
required to be classified as liabilities. This statement is effective for all financial instruments entered into or modified after May 31, 2003, with certain exceptions. Our adoption of Statement 150 did not have an impact on our results of
operations, financial position or cash flows.

In December 2003, the Securities and Exchange Commission released Staff Accounting Bulletin No. 104, Revenue Recognition (SAB 104). SAB 104 clarifies existing guidance regarding
revenue recognition. The Companys adoption of SAB 104 did not have an impact on its consolidated results of operations, financial position or cash flows.

Factors That May Affect Our Results

We have a limited operating history and a history of losses. We cannot assure you that we will operate profitability in the future.

We have a limited record of revenue-producing operations under our current plan of business. We have incurred losses for the last two fiscal years and expect that our net losses and negative
cash flow will continue for the foreseeable future. As of December 31, 2003, our accumulated deficit was $ 13,770,455. Our auditors have included an explanatory paragraph in their Independent Auditors Report included in our audited financial
statements, included elsewhere in this Report, for the years ended December 31, 2003 and 2002, to the effect that our loss from operations for the year ended December 31, 2003, and the accumulated deficit at December 31, 2003 raise substantial doubt
about our ability to continue as a going concern. As a result of the fixed nature of many of our expenses, we may not able to adjust spending in a timely manner to compensate for any unexpected delays in the development and marketing of our products
or any capital raising or revenue shortfall. Any such delays or shortfalls will have an immediate adverse impact on our operations and financial condition. We believe that our planned growth and profitability will depend in large part on our ability
to promote our brand name and gain and expand our customer base. Accordingly, we intend to invest heavily in marketing, strategic relationships, development of our customer base and development of our marketing technology. If we are not successful
in promoting our brand name and expanding our customer base, it will have a material adverse effect on our financial condition and our ability to continue to operate our business.

12

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If we are unsuccessful in raising additional capital in the future, we may be unable to continue to operate.

We believe we currently have adequate cash to fund anticipated cash needs for approximately the next six months. Our independent auditors have advised us regarding uncertainty as to our ability
to continue as a going concern. We will need to raise additional capital in the future and are actively pursuing various financing options. Any equity financing may be dilutive to shareholders, and debt financing, if available, will increase
expenses and may involve restrictive covenants. We may be required to raise additional capital, at times and in amounts, which are uncertain, especially under the current capital market conditions. In addition, if our cash assets are inadequate to
meet our operational needs, we may compensate providers for services rendered by issuing shares of our common stock in lieu of cash, which will dilute existing shareholders. Under these circumstances, if we are unable to obtain additional capital or
are required to raise it on undesirable terms, it may have a material adverse effect on our financial condition, which could require us to:

- curtail our operations significantly;
- sell significant assets;
- seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to products, technologies or markets; or
- explore other strategic alternatives including a merger or sale of 5G Wireless.

Because our technology is deployed in license-free frequency bands, our products may cause harmful interference to other equipment manufacturers products and other equipment
manufacturers products may cause harmful interference to our products, if this occurs we or our customers could be required to discontinue service.

Our technology is deployed in license-free frequency bands and are not subject to any wireless or transmission licensing in most jurisdictions, including the United States. Continued
license-free operation is dependent upon the continuation of existing government policy. While we are not aware of any policy changes planned or expected, there can be no assurances that government policy will not change. License-free operation of
our products in the 2.4 GHz bands are subordinate to certain licensed and unlicensed uses of the bands and our products must not cause harmful interference to other equipment operating in the bands and must accept interference from any of them. If
we are unable to eliminate any such harmful interference, or should our products be unable to accept interference caused by others, we or our customers could be required to cease operations in the bands in the locations affected by the harmful
interference. Additionally, in the event the 2.4 GHz bands becomes unacceptably crowded, and no additional frequencies are allocated, our business could be adversely affected.

We operate in a market that is intensely and increasingly competitive, and if we are unable to compete successfully, our revenue could decline and we may be or be unable to gain market share.

The market for wireless products and services is highly competitive. Our future success will depend on our ability to adapt to rapidly changing technologies, evolving industry standards,
product offerings and evolving demands of the marketplace.

Some of our competitors have:

- longer operating histories;
- larger customer bases;
- greater name recognition and longer relationships with clients; and
- significantly greater financial, technical, marketing, public relations and managerial resources than the company.

Our competitors may also be better positioned to address technological and market developments or may react more favorably to technological changes. We compete on the basis of a number of
factors, including:

- range;
- non-line of sight capabilities;
- data rate;
- security scheme;
- simultaneous users;

13

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- implementation cost and;
- a total solutions provider.

Competitors may develop or offer services that provide significant technological, creative, performance, price or other advantages over the services offered by 5G Wireless. If we fail to gain
market share or lose existing market share, our financial condition, operating results and business could be adversely affected and the value of the investment in the company could be reduced significantly. We may not have the financial resources,
technical expertise or marketing, distribution or support capabilities to compete successfully.

Our operating results are subject to fluctuations caused by many factors which could cause us to fail to achieve our revenue or profitability expectations, which in turn could cause our stock price to decline.

Our operating results can vary significantly depending upon a number factors, many of which are outside our control. Factors that may affect our quarterly operating results include:

- market acceptance of and changes in demand for our products and services;
- gain or loss of clients or strategic relationships;
- announcement or introduction of new services and products by us or by our competitors;
- our ability to build brand recognition;
- timing of sales to customers;
- price competition;
- our ability to upgrade and develop systems and infrastructure to accommodate growth;
- our ability to attract and integrate new personnel in a timely and effective manner;
- our ability to introduce and market products and services in accordance with market demand;
- changes in governmental regulation;
- reduction in or delay of capital spending by our clients due to the effects of terrorism, war and political instability; and
- general economic conditions.

Most of our operating expenses are relatively fixed in the short-term. We may be unable to adjust spending rapidly to compensate for any unexpected sales shortfall, which could harm our
quarterly operating results. Because of the emerging nature of the markets in which we compete, we do not have the ability to predict future operating results with any certainty. Because of the above factors, you should not rely on period-to-period
comparisons of results of operations as an indication of future performance.

Because a small number of customers account for and may in future periods account for substantial portions of our revenue, our revenue could decline because of delays of customer orders or the failure to retain
customers.

We have a small number of customers that account for, and may in future periods account for, a significant portion of our revenue. Our revenue could decline because of a delay in customer
orders or the failure to retain an existing customer. We may not obtain additional customers. The failure to obtain additional customers and the failure to retain existing customers will harm our operating results.

If we are unable to develop products and services that keep pace with technological advances, we may lose our market share which would adversely affect our financial and results of operations.

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. Our success
will depend 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 our customer requirements and evolving industry standards. Our technology or systems may
become obsolete upon the introduction of alternative technologies. If we do not develop and introduce new products and services in a timely manner, we may lose customers to competing service providers, which would adversely affect our business and
results of operations.

14

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If we do not adequately protect our intellectual property, our business may suffer, we may lose revenue and we may be required to spend significant time and resources to defend our intellectual property rights.

We rely on a combination of patent, trademark, trade secrets, confidentiality procedures and contractual procedures to protect our intellectual property rights. If we are unable to adequately
protect our intellectual property, our business may suffer from the piracy of our technology and the associated loss in revenue. Any patents that we may obtain may not sufficiently protect our intellectual property and may be challenged by third
parties. Our effort to protect our intellectual property rights may not prevent the misappropriation of our intellectual property. Other parties may also independently develop similar or competing products that do not infringe upon our intellectual
property rights. Any infringement claims could cause us to spend significant time and money to defend our products, redesign our products or develop or license a substitute technology. We may be unsuccessful in acquiring or developing substitute
technology and any required license may be unavailable on commercially reasonable terms, if at all. In the event of litigation to determine the validity of any third party claims or claims by us against such third party, such litigation, whether or
not determined in our favor, could result in significant expense and divert the efforts of our technical and management personnel, regardless of the outcome of such litigation.

We may not be able to attract, retain or integrate key personnel, which may prevent us from successfully operating our business.

We may not be able to retain our key personnel or attract other qualified personnel in the future. Our success will depend upon the continued service and the abilities of key personnel. We have
employment agreements with only four of our officers. There can be no assurance that other personnel will remain employed by us, or that the four officers will remain after the termination of their agreements. The loss of services of any of the key
members of our management team or our failure to attract and retain other key personnel could disrupt operations and have a negative effect on employee productivity and morale and harm our financial results.

Any conflicts of interest with our executive officers or directors could have a material adverse effect on our financial condition and results of operations.

Our executive officers and directors have interests outside of 5G Wireless 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. As a result, certain conflicts of interest may arise between 5G Wireless and its executive officers or directors. Any potential conflicts of interest will be resolved by our board of
directors in a manner consistent with their fiduciary duties. To minimize any potential conflicts of interest, it is the intention of management to present to our board of directors any proposed investments for its evaluation. If a conflict of
interest were to arise, it could have a material adverse effect on our financial condition and results of operations.

Our executive officers and directors have significant voting power and may take actions that may be different that actions sought by our other shareholders.

Our executive officers and directors beneficially own approximately 8.5% of the outstanding shares of our common stock as of December 31, 2003.

These stockholders, if they act together, will be able to exercise influence over all matters requiring stockholder approval. This influence over our affairs might be adverse to the interest of
our other stockholders. In addition, this concentration of ownership may delay or prevent a change in control and might have an adverse effect on the market price of our common stock.

Our common stock is a low priced security and this may affect the market value of our common stock.

Historically, there has been a limited public market for our common stock. Our common stock is currently quoted on the Over the Counter Bulletin Board and our stockholders may find it difficult
to dispose of, or to obtain accurate quotations as to the market value of our common stock. In addition, our 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 our common stock. 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, 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 our
common stock and the ability of our stockholders to sell their securities in the secondary market.

The restriction on a substantial portion of the restricted stock at December 31, 2003 has lapsed in February 2004.

15

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If we fail to maintain market makers, our common stock price could deline.

Our common stock is traded on the Over the Counter Bulletin Board. If broker-dealers fail to act as market makers in our common stock, the liquidity of our common stock could be impaired by the
number of shares of common stock that can be bought and sold and through delays in the timing of transactions. As a result, the price of our common stock could decline. In addition, the lack of market makers could result in stockholders being unable
to buy or sell shares of our common stock on any secondary market. There can be no assurance we will be able to maintain such market makers.

Future sales of our common stock may cause the market price of our common stock to decline.

As of March 31, 2004, there were approximately 303,280,070 shares of common stock outstanding, of which at least 74,637,120 shares are restricted securities under the Securities Act, a minority
of which are held by related parties of 5G Wireless. In addition, we expect to issue shares of common stock to our executive officers for accrued but unpaid salary, totaling $588,000, estimated to approximate 68 million shares. These restricted
securities will be eligible for sale from time to time upon expiration of applicable holding periods under Rule 144 under the Securities Act. If these holders sell in the public market, these sales could cause the market price of our common stock to
decline. This also could make it more difficult for us to raise funds through future offerings of our common stock.

16

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Item 7. Financial Statements

5G WIRELESS COMMUNICATIONS, INC
  and SUBSIDIARY.

TABLE OF CONTENTS

---

|                                                                        | Page      | 
|----------------------------------------------------------------------- | --------- | 
|                                                                        |           | 
|Independent Auditors Report                                            | F-2       | 
|                                                                        |           | 
|Consolidated Financial Statements:                                      |           | 
|                                                                        |           | 
|Consolidated Balance Sheets as of December 31, 2003 and 2002 (restated) | F-3       | 
|                                                                        |           | 
|Consolidated Statements of Operations for the years ended               |           | 
|December 31, 2003 and 2002 (restated)                                   | F-4       | 
|                                                                        |           | 
|Consolidated Statements of Stockholders Deficiency for the             |           | 
|years ended December 31, 2003 and 2002 (restated)                       | F-5       | 
|                                                                        |           | 
|Consolidated Statements of Cash Flows for the years ended               |           | 
|December 31, 2003 and 2002 (restated)                                   | F-6       | 
|                                                                        |           | 
|Notes to Consolidated Financial Statements                              | F-7 to 14 | 

F-1

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Independent Auditors Report

Board of Directors and Stockholders 5G Wireless Communications, Inc.:

We have audited the accompanying consolidated balance sheets of 5G Wireless Communications, Inc. and subsidiary (the Company) as of December 31, 2003 and 2002 (restated), and the related consolidated statements
of operations, stockholders deficiency, and cash flows for the years ended December 31, 2003 and 2002 (restated). 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 auditing standards generally accepted in the United States of America. 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 provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of 5G Wireless Communications, Inc. and subsidiary as of December 31, 2003 and 2002
(restated), and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note B to the consolidated financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note B.  The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Carter & BalsamVan Nuys, CaliforniaMay 13, 2004

F-2

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5G WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31, 2003 and 2002

---

|ASSETS                                                                               | 2003 |             | 2002       |  
|------------------------------------------------------------------------------------ | ---- | ----------- | ---------- | -
|                                                                                     |      |             | (Restated) |  
|                                                                                     |      |             |            |  
|Current assets:                                                                      |      |             |            |  
|Cash and cash equivalents                                                            | $    | 211,670     |            | $
|Accounts receivable, net of $7,122 and $53,290 of allowances for doubtful accounts   |      |             |            |  
|at December 31, 2003 and 2002 respectively                                           |      | 7,105       |            |  
|Inventory                                                                            |      | 4,500       |            |  
|Prepaid expenses and other current assets                                            |      | 78,190      |            |  
|                                                                                     |      |             |            |  
|                                                                                     |      |             |            |  
|Total current assets                                                                 |      | 301,465     |            |  
|Property and equipment, at cost                                                      |      | 235,890     |            |  
|Accumulated depreciation                                                             |      | 141,784     |            |  
|                                                                                     |      |             |            |  
|Net property and equipment                                                           |      | 94,106      |            |  
|                                                                                     |      |             |            |  
|                                                                                     |      |             |            |  
|Total assets                                                                         | $    | 395,571     |            | $
|                                                                                     |      |             |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                             |      |             |            |  
|                                                                                     |      |             |            |  
|Current liabilities:                                                                 |      |             |            |  
|Accounts payable                                                                     | $    | 327,266     |            | $
|Accrued expenses                                                                     |      | 719,893     |            |  
|Notes payable                                                                        |      | 89,367      |            |  
|Convertible debentures                                                               |      | 289,675     |            |  
|                                                                                     |      |             |            |  
|                                                                                     |      |             |            |  
|Total current liabilities and total liabilities                                      |      | 1,426,201   |            |  
|Commitments and contingencies                                                        |      |            |            |  
|Stockholders deficiency:                                                            |      |             |            |  
|Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued or      |      |            |            |  
|outstanding                                                                          |      |             |            |  
|Common stock, $0.001 par value; 800,000,000 shares authorized; 291,491,246 and       |      |             |            |  
|164,922,457 shares issued and outstanding at December 31, 2003 and 2002 respectively |      | 296,491     |            |  
|Additional paid-in capital                                                           |      | 12,443,334  |            |  
|Accumulated deficit                                                                  |      | (13,770,455 | )          |  
|                                                                                     |      |             |            |  
|                                                                                     |      |             |            |  
|Net stockholders deficiency                                                         |      | (1,030,630  | )          |  
|                                                                                     |      |             |            |  
|Total liabilities and stockholders deficiency                                       | $    | 395,571     |            | $
|                                                                                     |      |             |            |  

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

F-3

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5G WIRELESS COMMUNICATIONS INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2003 and 2002 (Restated)

|                                                          | 2003 |             | 2002   |           
|--------------------------------------------------------- | ---- | ----------- | ------ | ----------
|                                                          |      |             |        | (Restated)
|                                                          |      |             |        |           
|Revenues                                                  | $    | 167,302     |        | $         
|                                                          |      |             |        |           
|Cost of revenues                                          |      | 137,314     |        |           
|                                                          |      |             |        |           
|                                                          |      |             |        |           
|Gross profit                                              |      |             | 29,988 |           
|                                                          |      |             |        |           
|                                                          |      |             |        |           
|Operating expenses:                                       |      |             |        |           
|Depreciation                                              |      |             | 71,278 |           
|Write off of Wireless Think Tank investment               |      |             |       |           
|Recovery on Settlement with Peteson Investment, Pte. Ltd. |      |             |       |           
|General and administrative                                |      | 2,041,385   |        |           
|                                                          |      |             |        |           
|                                                          |      |             |        |           
|Total operating expenses                                  |      | 2,112,663   |        |           
|                                                          |      |             |        |           
|                                                          |      |             |        |           
|Operating loss                                            |      | (2,082,675  | )      |           
|                                                          |      |             |        |           
|Interest expense                                          |      | (77,019     | )      |           
|                                                          |      |             |        |           
|                                                          |      |             |        |           
|Net loss                                                  | $    | (2,159,694  | )      | $         
|                                                          |      |             |        |           
|                                                          |      |             |        |           
|Loss per common share:                                    |      |             |        |           
|Basic and diluted                                         | $    |             | (0.02  | )         
|                                                          |      |             |        |           
|                                                          |      |             |        |           
|Weighted average shares outstanding:                      |      | 120,043,524 |        |           

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

F-4

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5G WIRELESS COMMUNICATIONS INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIENCY

for the years ended December 31, 2003 and 2002 (Restated)

---

|                                         |  | Common Stock |   | Additional |         |             |   |           
|---------------------------------------- |  | ------------ | - | ---------- | ------- | ----------- | - | ----------
|                                         |  |              |   | Paid-In    |         | Accumulated |   |           
|                                         |  | Shares       |   | Amount     |         | Capital     |   | Deficit   
|                                         |  |              |   |            |         |             |   |           
|Balance, December 31, 2001               |  | 41,168,668   |   | $          | 41,168  |             | $ | 6,128,502 
|                                         |  |              |   |            |         |             |   |           
|Shares issued for:                       |  |              |   |            |         |             |   |           
|Services                                 |  | 83,420,906   |   |            | 83,422  |             |   | 3,650,903 
|Acquisition
      of Wireless Think Tank |  | 15,387,425   |   |            | 15,387  |             |   | 776,758   
|Debt                                     |  | 25,837,126   |   |            | 25,837  |             |   | 138,563   
|Cash                                     |  | 4,708,332    |   |            | 4,708   |             |   | 108,667   
|                                         |  |              |   |            |         |             |   |           
|Recovery on settlement                   |  | (5,600,000   | ) |            | (5,600  | )           |   | (156,800  
|                                         |  |              |   |            |         |             |   |           
|Net loss                                 |  |             |   |            |        |             |   |          
|                                         |  |              |   |            |         |             |   |           
|Balance, December 31, 2002               |  | 164,922,457  |   | $          | 164,922 |             | $ | 10,646,593
|                                         |  |              |   |            |         |             |   |           
|Shares issued for:                       |  |              |   |            |         |             |   |           
|Services                                 |  | 61,692,783   |   |            | 61,692  |             |   | 1,097,193 
|Debt                                     |  | 62,189,106   |   |            | 62,189  |             |   | 353,736   
|Cash                                     |  | 7,686,900    |   |            | 7,688   |             |   | 345,812   
|                                         |  |              |   |            |         |             |   |           
|Net loss                                 |  |              |   |            |         |             |   |           
|                                         |  |              |   |            |         |             |   |           
|Balance, December 31, 2003               |  | 296,491,246  |   | $          | 296,491 |             | $ | 12,443,334
|                                         |  |              |   |            |         |             |   |           

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

F-5

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5G WIRELESS COMMUNICATIONS, INC.
  AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH
  FLOWS

for the years ended December 31,
  2003 and 2002

---

|                                                                        | 2003 |            | 2002       |  
|----------------------------------------------------------------------- | ---- | ---------- | ---------- | -
|                                                                        |      |            | (Restated) |  
|                                                                        |      |            |            |  
|Cash flows from operating activities:                                   |      |            |            |  
|Net loss                                                                | $    | (2,159,694 | )          | $
|Adjustments to reconcile net loss to cash used in operating activities: |      |            |            |  
|Depreciation                                                            |      | 71,278     |            |  
|Issuance of stock for services                                          |      | 1,158,884  |            |  
|Write off of Wireless Think Tank investment                             |      |           |            |  
|Receipt of stock from settlement                                        |      |           |            |  
|Changes in operating assets and liabilities:                            |      |            |            |  
|Accounts receivable                                                     |      | (6,301     | )          |  
|Inventory                                                               |      | (4,500     | )          |  
|Other assets                                                            |      | (62,340    | )          |  
|Accounts payable                                                        |      | 126,849    |            |  
|Accrued expenses                                                        |      | 460,073    |            |  
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Net cash used in operating activities                                   |      | (415,751   | )          |  
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Cash flows from investing activities:                                   |      |            |            |  
|Purchase of property and equipment                                      |      | (46,337    | )          |  
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Net cash used in investing activities                                   |      | (46,337    | )          |  
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Cash flows from financing activities:                                   |      |            |            |  
|Proceeds from notes payable issuances                                   |      | 80,000     |            |  
|Proceeds from convertible debentures issuances                          |      | 235,000    |            |  
|Proceeds from common stock issuances                                    |      | 353,500    |            |  
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Net cash provided by financing activities                               |      | 668,500    |            |  
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Net increase in cash and cash equivalents                               |      | 206,412    |            |  
|Cash and cash equivalents, beginning of year                            |      | 5,258      |            |  
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Cash and cash equivalents, end of year                                  | $    | 211,670    |            | $
|                                                                        |      |            |            |  
|                                                                        |      |            |            |  
|Supplemental disclosures of cash flow information:                      |      |            |            |  
|Non-cash financing activities:                                          |      |            |            |  
|Conversion of convertible debentures into common shares                 | $    | 415,925    |            | $

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

F-6

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2003 and 2002

---

NOTE A - ORGANIZATION AND NATURE OF BUSINESS

5G Wireless Communications, Inc., a Nevada Corporation ("Company"), was incorporated in September 1979. In March 2001, the Company merged with 5G Partners, a private Canadian partnership, resulting in a name change to the
current name. In April 2002, the Company acquired 100% of Wireless Think Tank, a privately held entity. The accompanying consolidated statements include results of Wireless Think Tank operations from the date of acquisition. Pro forma information
concerning this acquisition is included in a Form 8-K/A filed on June 26, 2003.

The company provides patent pending, innovative wireless technology. It designs, builds, markets and services Wi-Fi compatible wireless broadband systems. The Company had built a Wireless Internet Service network in the New
York State area as part of the research and development office and network. In July 2003, the Company discontinued serving this area and has moved all research and development to its facilities in Marina Del Rey, California. In conjunction with this
move, it changed its focus from a service provider to a manufacturer of integrated wireless solutions to create large and efficient wireless local area networks and wide area networks with far less equipment and expense than competitors. Equipment
sales in 2003 result principally from sale and installation of wireless devices to customers in Southern California. Revenues in 2002 are the result of licensing the technology to specific geographic areas or territories, from the delivery of
broadband access to residential and business subscribers, web hosting and design, and engineering consulting services.

NOTE B - GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the years ended
December 31, 2003 and 2002, the Company incurred losses of $2,159,694 and $5,089,255, respectively and the Company has an accumulated deficit of $13,770,455 as of December 31, 2003. In addition, the Company's cash flow requirements have been met by
the generation of capital through private placements of the Company's common stock. Assurance cannot be given that this source of financing will continue to be available to the Company and demand for the Company's equity instruments will be
sufficient to meet its capital needs. If the Company is unable to generate profits and unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain
profitability. Management plans to continue raising additional capital through a variety of fund raising methods during 2004 and the Company intends to pursue all fundraising alternatives in this regard. The Company may also consider a variety of
potential partnership or strategic alliances to strengthen its financial position.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

Revenue Recognition

Equipment sales are recognized when products are delivered without any further services required. Subscription Internet revenues are partially received as an up front activation fee and monthly recurring revenues that vary.
Revenues are recognized as earned on a pro rata basis. Additional revenues come by way of licensing. All licensing revenues are recognized when the earnings process has been completed.

Goodwill

Goodwill represents the purchase price of acquisitions in excess of the fair value of the assets acquired or liabilities assumed. The Company adopted has adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which
requires a regular impairment evaluation rather than goodwill amortization. As of December 31, 2002, goodwill had been fully written off.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.

Segment Information

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

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash,cash equivalents and accounts receivable. The Company places its cash and temporary
cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. At December 31, 2003, these uninsured funds totaled $107,914. The Company periodically reviews its trade receivables in
determining its allowance for doubtful accounts. The allowance for doubtful accounts was $7,122 at December 31, 2003 and $53,290 at December 31, 2002.

Inventory

Inventory is valued at the lower of cost or market value. It is comprised solely of parts used in the assembly of wireless radio systems. Cost is determined using the FIFO method.

Computers and Related Equipment

The company has a series of Access Points and client Premise equipment located in California. In addition, the company has hosting facilities in California and telecommunication equipment used to service clients. The
company also has purchased equipment to facilitate the expansion of its plan to deliver international and domestic VoIP services. Property and equipment is stated at cost. Depreciation is calculated using the straight-line method over a three-year
useful life. Maintenance, repairs, and minor renewals are expensed as incurred.

Stock-Based Compensation

The Company issues shares of common stock to individuals and entities for management, legal, consulting and marketing services. These issues are measured at the quoted market price of the Companys stock at the date
the vendor or provider agreed to the issue of shares for service, or at the contracted dollar value of the services. These transactions are reflected as a component of general and administrative expenses in the accompanying statements of
operations.

Long-Lived Assets

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

F-8

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to
sell.

Comprehensive Income

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

Research and Development

The Company accounts for research and development costs in accordance with the FASB's SFAS No. 2 ("SFAS 2"), "Accounting for Research and Development Costs." Under SFAS 2, all research and development costs must be charged
to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. Research and development costs in 2003 and 2002 were minor and are included in general and administrative expenses.

Fair Value of Financial Instruments

For certain of the Company's financial instruments, including cash, accounts receivable, prepaid expenses and other current assets, other assets, notes payable, convertible debt, accounts payable and, accrued liabilities,
the carrying amounts approximate fair value due to their short maturities.

Costs Associated with Exit or Disposal Activities

The Company adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposed Activities. This statement requires that a liability for a cost associated with an exit or disposed activity be recognized
when the liability is incurred. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value.

Income Taxes

Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and income tax basis of assets and liabilities as measured by the enacted tax rates
which will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the expected amount to
be realized.

Net Loss per share

The Company adopted SFAS No. 128, "Earnings per Share." Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares during the period, exclusive of
restricted shares. The calculated diluted loss per share does not take into account the effect of obligations, such as restricted shares, convertible securities and warrants, considered to be potentially dilutive. Such potentially dilutive
securities averaged 86,119,836 and 78,216,470 shares for 2003 and 2002, respectively.

NOTE D - RESTATEMENT

The consolidated balance sheet of the Company as of December 31, 2002 and its consolidated statements of operations and changes in cash flow for the year ended December 31, 2002 have been restated due to certain errors.
These errors arose principally from inaccurate valuations of stock based transactions, initially valued at the date the stock was formally issued, rather than when the agreement to accept stock was made.

F-9

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

A summary of the effects of the restatement for the year ended December 31, 2002 follows:

|                               |  | Originally   |  | Restated     |  | Increase    | 
|------------------------------ |  | ------------ |  | ------------ |  | ----------- | 
|                               |  | Filed Amount |  | Amount       |  | (decrease)  | 
|                               |  |              |  |              |  |             | 
|                               |  |              |  |              |  |             | 
|Operating loss                 |  | $(6,186,458) |  | (4,987,374)  |  | (1,199,084) | 
|                               |  |              |  |              |  |             | 
|Net loss                       |  | (6,189,924)  |  | (5,059,192)  |  | (1,130,732) | 
|                               |  |              |  |              |  |             | 
|Net loss per share             |  | ($0.14)      |  |              |  | 0.09        | 
|                               |  |              |  |              |  |             | 
|                               |  |              |  |              |  |             | 
|Allowance for doubtful         |  |              |  |              |  |             | 
|accounts                       |  | 30,500       |  | 53,290       |  | 22,790      | 
|                               |  |              |  |              |  |             | 
|Computer and related equipment |  | 193,525      |  | 189,553      |  | (3,972)     | 
|                               |  |              |  |              |  |             | 
|Accumulated depreciation       |  | 62,664       |  | 70,506       |  | 7,842       | 
|                               |  |              |  |              |  |             | 
|Accounts payable               |  | 160,416      |  | 200,417      |  | 40,001      | 
|                               |  |              |  |              |  |             | 
|Accrued liabilities            |  | 230,610      |  | 257,821      |  | 27,211      | 
|                               |  |              |  |              |  |             | 
|Loans payable                  |  | 33,749       |  | 61,367       |  | 27,618      | 
|                               |  |              |  |              |  |             | 
|Convertible debentures         |  | 323,724      |  | 420,600      |  | 96,876      | 
|                               |  |              |  |              |  |             | 
|Common stock                   |  | 164,947      |  | 164,922      |  | (25)        | 
|                               |  |              |  |              |  |             | 
|Additional paid-in capital     |  | 11,974,650   |  | 10,646,593   |  | (1,328,057) | 
|                               |  |              |  |              |  |             | 
|Accumulated deficit            |  | (12,711,430) |  | (11,610,761) |  | 1,100,669   | 
|                               |  |              |  |              |  |             | 

NOTE E- ACQUISION OF WIRELESS THINK TANK

On April 27, 2002, the Company completed an acquisition of Wireless Think Tank, a privately held entity, acquiring 100% interest in exchange for 15,387,425 shares of the Company's common stock, at a total amount of
$792,145. In conjunction with this purchase, the owner of Wireless Think Tank has joined the management team of the Company as its Chief Technology Officer. In 2002, the Company wrote off this investment as its fair value was determined to be
negligible.

NOTE F - ACQUISITION AGREEMENT WITH PETESON INVESTMENT, PTE. LTD.

On March 9, 2001, the Company entered into an acquisition agreement of Peteson Investment, Pte. Ltd., (Peteson), a privately held company providing wireless data solutions in Singapore.
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. In mid 2001, the 12,000,000 shares were issued to the sellers of Peteson.
Although numerous closing dates were scheduled, several conditions prior to closing remained unresolved. At the end of 2001, both the sellers and the Company tentatively agreed that a portion of the 12,000,000 shares would be returned to the
Company, in exchange for the dissolution of the acquisition agreement. In the fourth quarter of 2001, the Company wrote off to expense the value of all 12,000,000 shares issued in connection with this agreement, based on the market price of the
Companys shares when issued, $0.40 per share.

In February 2002, the parties signed a Mutual Release Agreement, in which the acquisition agreement was cancelled, all contracting parties were released from any liabilities that may have been associated with the purchase
agreement and 6,000,000 shares of the Company would be returned to it. The Company received 5,600,000 shares and recorded the return of the shares as income in the periods in 2002 in which the shares were received, based on the market price of the
Companys shares when received, $0.021 and $0.035 per share, resulting in a recovery totaling $162,400.

NOTE G  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires the consolidation of variable interest
entities in which an enterprise absorbs a majority of the entitys expected losses, receives a majority of the entitys expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity.
FIN 46 is effective for the first quarter of 2004. The Company

F-10

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

does not expect its adoption of FIN 46 to have an impact on its consolidated results of operations, financial position or cash flows.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, that amends and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for hedging activities. This statement is effective for contracts and hedging relationships entered into or modified after June 30, 2003, with certain exceptions. The
Companys adoption of SFAS No. 149 did not have an impact on its results of operations, financial condition or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, (Statement 150). Statement 150 establishes standards for issuer
classification and measurement of certain financial instruments with characteristics of both liabilities and equity. In accordance with this standard, financial instruments that embody obligations for the issuer are required to be classified as
liabilities. This statement is effective for all financial instruments entered into or modified after May 31, 2003, with certain exceptions. The Companys adoption of Statement 150 did not have an impact on its results of operations, financial
position or cash flows.

In December 2003, the Securities and Exchange Commission released Staff Accounting Bulletin No. 104, Revenue

Recognition (SAB 104). SAB 104 clarifies existing guidance regarding revenue recognition. The Companys adoption of SAB 104 did not have an impact on its consolidated results of operations, financial position or
cash flows.

|NOTE H  PROPERTY AND EQUIPMENT         |  |                  |           |                   |         |          | 
|--------------------------------------- |  | ---------------- | --------- | ----------------- | ------- | -------- | 
|                                        |  |                  |           |                   |         |          | 
|Property and equipment is comprised of: |  |                  |           |                   |         |          | 
|                                        |  |                  |           |                   |         |          | 
|                                        |  | December 31,2003 |           | December 31, 2002 |        
|                                        |  |                  |           |                   |        
|Computer and other equipment            |  | $                | 232,694   |                   | $       | 186,357  | 
|Furniture and fixtures                  |  |                  | 3,196     |                   |         | 3,196    | 
|                                        |  |                  |           |                   |        
|                                        |  | 235,890          |           |                   | 189,553 |         
|Less accumulated depreciation           |  |                  | (141,784) |                   |         | (70,506) | 
|                                        |  |                  |           |                   |        
|Net property and equipment              |  | $                | 94,106    |                   | $       | 119,047  | 
|                                        |  |                  |           |                   |        

NOTE I - RELATED PARTY TRANSACTIONS

On February 6, 2002, the Company entered into a consulting agreement with Mr. Lipman, a former 5% stockholder. Under this agreement, Mr. Lipman provided management consulting services to the
Company in exchange for an aggregate of 13,848,682 shares of its common stock, of which 2,769,736 shares were issued under its Non-Employee Director and Consultant Retainer Plan. This agreement expired on February 6, 2003.

On February 6, 2002, the Company entered into a consulting agreement with Mr. Dix, the current CEO and Chairman of the Board. Under this agreement, Mr. Dix provided management consulting
services to the Company in exchange for an aggregate of 13,848,682 shares of its common stock, of which 2,769,736 shares were issued under its Non-Employee Director and Consultant Retainer Plan. This agreement expired on February 6, 2003.

On March 21, 2002, the Company issued an aggregate of 1,184,523 shares of common stock to Wireless Xstream

Technologies, Ltd., a company controlled by Mr. Boudewyn an executive Vice-President and Treasurer of the Company. This issuance was compensation for services rendered to 5 G Wireless between July 1, 2001 and December 31,
2001.

On April 30, 2002 the Company issued 15,387,425 shares of restricted common stock to Brian Corty , its Chief Technology Officer and Mark May per the acquisition of Wireless ThinkTank Inc.

On August 4, 2003 the Company issued 2,325,000 shares to Mr. Corty for expenses incurred by the employee on behalf of the company and on September 2, 2003 it issued 2,500,000 shares to Mr.
Corty in partial settlement of accrued liabilities.

NOTE J  SECURITY TRANSACTIONS

F-11

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

Preferred Stock

No shares of preferred stock have been issued or are outstanding. Dividends, voting rights and other terms and preferences of the preferred shares have not been designated but may be designated by the Board of Directors
from time to time.

Subordinated Promissory Notes

In 2003, the Company agreed to terms with four investors, one that is the president of the company, Peter Trepp, to loan the company a total of $135,000 under subordinated promissory notes. The subordinated notes, bearing
8% simple interest payable at maturity or conversion, automatically convert into shares of the security issued in connection with the receipt of new $2,500,000 equity financing, or into shares of common stock in case of a change in control of the
Company. The notes are subordinated to all of the Companys indebtedness to banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money, but are senior to all other
debt on the Companys balance sheet. Each investor was issued warrants to purchase shares of the Companys common stock equal to 40% of the amount invested in the notes.

Note payable

On March 21, 2003, the Company signed a $50,000 promissory note to a consultant due on or before December 31, 2003. The note required 10 monthly installments of principal and interest at $5,416.67 and included a 10% annual
interest rate.

Convertible Debentures

The convertible notes bear interest at 6% and allow conversion of the notes into restricted common stock after a one-year time frame. Various note holders began converting portions of their notes in the third quarter of
2002 into common stock. As of December 31, 2003, all of these notes were converted into common stock.

On May 27, 2003, the Company closed on a private placement funding with investors through subscription agreements The funding consists of a total of $100,000 principal amount, 9% coupon convertible debentures due in 2004.
These debentures are convertible into common stock at (i) 125% of the closing bid price (as reported by Bloomberg) on the closing date, or (ii) 60% of the average of the three (3) lowest closing bid prices (as reported by Bloomberg) during the
twenty (20) trading days immediately prior to the conversion date.

Between May 28, 2003 and May 30, 2003, the Company issued a total of 11,800,000 shares of common stock in connection with the conversion of convertible debentures issued on February 12, 2002. The shares issued were valued
between $0.00375 and $0.01563.

Between January 10, 2003 and June 13, 2003, the Registrant issued a total of 41,429,073 shares of common stock in connection with the conversion of convertible debentures issued by the Company in June 2001. The shares
issued were valued between $.0015 and $.008.

During November 2003, the Registrant issued 7,686,900 shares of common stock through subscription agreements with investors. The stock price was equal to the average bid price on the five preceding trading days prior to the
Companys acceptance the subscription agreement discounted at 22%.

Warrants

The Company has issued warrants during the past three years. All warrants have lapsed as of December 31, 2003 with the exception of six warrants. The warrant holders have the right to purchase 54,000 shares of the
Companys common stock.

NOTE K - STOCK OPTION PLAN

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

F-12

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

The company also amended and restated non-employee directors and consultants retainer stock plan authorizes a total of 75,000,000 shares, 25,000,000 of which have already been registered under a Form S-8 filed on January
31, 2002, of which 21,000, 000 shares were issued in 2002 and 45,382,652 in 2003.

NOTE L - INCOME TAXES

Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and income tax basis of assets and liabilities as measured by the enacted tax rates
which will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the expected amount to
be realized.

The Company has incurred losses since inception and has operating loss carryforwards. Utilization of these loss carryforwards may be restricted due to the change in the composition of ownership of the company. The principal
difference between assets and liabilities for financial statement and income tax return purposes are the net operating loss carryforwards. This difference resulted in a deferred tax asset, offset by a valuation allowance of 100%, resulting in no
asset at December 31, 2003 and 2002. Management believes that the valuation allowance at December 31, 2003 and 2002 should be maintained at 100% of the deferred tax asset amount. The valuation allowance will be reassessed each year and adjusted as
necessary based on managements estimates of the realizability of the asset.

No income tax expense was recognized for the years ended December 31, 2003 and 2002 due to the losses incurred. Minimum California franchise taxes are included in general and administrative expenses due to their
immateriality.

NOTE M- COMMITMENTS AND CONTINGENCIES

Lease Commitments

In October, 2003, the Company negotiated a lease agreement for its office and research and development space of approximately 10,560 square feet in Marina Del Rey, California for a five year term, ending in 2008.

The Company is committed to make future aggregate rental payments under the terms of the lease agreement as noted below.

|2004             |  |   | 133,056 | 
|---------------- |  | - | ------- | 
|2005             |  |   | 137,040 | 
|2006             |  |   | 141,144 | 
|2007             |  |   | 145,368 | 
|2008             |  |   | 149,724 | 
|                 |  |   |         | 
|Total commitment |  | $ | 706,332 | 
|                 |  |   |         | 

Litigation

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

On July 17, 2002, Skyhub Asia Holdings Limited filed an action against the Company in the High Court of the Hong Kong Special Administrative Region, Court of First Instance, Action No. 2767. In this complaint, the plaintiff
alleges breach of contract in connection with an agreement between the plaintiff and the Company, dated May 19, 2001, and seeks monetary damages of $919,400 plus interest. The Company filed an answer to this complaint, and asserted certain
counterclaims against the plaintiff, including fraud and breach of contract. The Company believes this case is without merit.

NOTE N - SUBSEQUENT EVENTS

During the period January 1, 2004 to March 31, 2004, the company issued a total of 4,320,000 shares pursuant to a registration statement on Form S-8 and 254,752 in restricted shares to consultants during the period for a
total value of $226,583

F-13

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5 G WIRELESS COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

The Company expects to issue shares of common stock to its executive officers for accrued but unpaid salary, totaling $ 588,000, estimated to approximate 68 million shares.

On March 9th2004 the company has raise an additional $250,000 with a convertible promissory note of which $50,000 came from Mr. & Mrs. Trepp,
President and COO, $25,000 from Mr. Zygielbaum an executive with the company and $25,000 from Thomas Janes who is the father in law of Don Boudewyn the Executive Vice President and Treasurer. The note holders are eligible to receive a warrant for
40% of the vested amount for two years.

F-14

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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

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

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

On July 31, 2003, the independent accountant who was previously engaged as the principal accountant to audit the Registrant's financial statements, Michael Deutchman, CPA, was dismissed. This
dismissal was approved by the Board of Directors. This firm audited the Registrant's financial statements for the fiscal year ended December 31, 2002. This accountant's report on these financial statements was modified as to uncertainty that the
Registrant will continue as a going concern; other than this, this accountant's report on the financial statements for the past year neither contained an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to audit scope
or accounting principles.

During the Registrant's two most recent fiscal years and the subsequent interim period preceding such dismissal, there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure. In addition, there were no "reportable events" as described in Item 304

(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the Registrant's most recent fiscal year and the subsequent interim period preceding the former accountant's dismissal.

(b) Effective on August 5, 2003, the firm of Carter & Balsam, A Professional Corporation, was engaged to serve as the new independent accountant to audit the Registrant's financial
statements. The decision to retain this firm was approved by the Board of Directors. During the Registrant's two most recent fiscal years, and the subsequent interim period prior to engaging this firm, neither the Registrant (nor someone on its
behalf) consulted the newly engaged firm regarding any matters involving (i) the application of accounting principles to a specified transaction, (ii) the type of opinion that might be rendered on the Registrant's financial statements, (iii)
accounting, auditing or financial reporting issues, or (iv) reportable events.

Item 8A. Controls and Procedures

(a)Evaluation of disclosure controls and procedures.We maintain disclosure controls and procedures, as such term is defined in
Rule 13a-14(c) under the Securities Exchange Act of 1934, or the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Treasurer, as appropriate,
to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The
design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its our stated goals under all potential
future conditions.

The evaluation revealed certain weaknesses in disclosure controls and
procedures.  Based on their evaluation as of a date within 90 days prior to
the filing date of this Annual Report, our Chief Executive Officer and
Treasurer have concluded that, subject to the limitations noted above, and
except for the weaknesses noted above, our disclosure controls and
procedures were effective to ensure that material information relating to
us, including our consolidated subsidiaries, is made known to them by others
within those entities, particularly during the period in which this Annual
Report was being prepared.

(b)Changes in internal controls.We plan to institute greater controls by adding additional staff to allow for
greater third person review and verification of all transactions thereby enhancing the accuracy of all records. We are also looking to implement many of the new requirements required under the Sarbanes-Oxley Act of 2002 during the coming year.
However, we

16

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believe that there were are no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

17

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PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Our Directors & Officers

The following table sets forth information regarding our executive officers and directors as of December 31, 2003:

|Name                   |  | Age  |  | Business
        Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------- |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Jerry
        Dix      |  | [58] |  | Chief Executive Officer and Director
            since January 2002.
        President from January 2002 to
            July 1, 2003.
        Co-founded Satellite Control Technologies,
            a publicly traded company with patented one and two-way paging technology
            in 1996.                                                                                                                                                                                                                           
|Peter
        Trepp(1) |  | [39] |  | President and Chief
            Operating Officer and Director since July 1, 2003.
        Chief Financial Officer
            of PhatNoise, Inc., a developer of next generation hardware, software
            and Web integrated technologies for digital data, from November 2001
            to June 2003..
        Management Consulting
            in the Financial Services Group of KPMG Consultant (now BearingPoint)
            from July 1998 to October 2001.                                                  
|Brian
        Corty    |  | [34] |  | Chief Technology
            Officer and Director since January 2002.
        Co-founded Wireless
            Think Tank, Inc. in September 2001 and served as its President
            until we acquired by the Company in January 2002.
        Director of RF Engineering
            at Darwin Networks, a Louisville Kentucky company, from 1999 to 2001.
        Co-founded Last Mile
            Corp., a Pennsylvania company, in 1997, where he served as CTO/RF
            Engineer/Co-founder until 2000.        
|Don
        Boudewyn   |  | [40] |  | Executive Vice President and Treasurer
            and Director since October 2002.
        Chief Operating Officer from January
            2002 to July 1, 2003.
        Founder of 5G Wireless, and served
            as President and Vice President of International Sales between October
            2000 to January 2002.
        Major Account Executive and Business
            Development Manager for Celterra Vancouver Ltd., a Vancouver based
            telecom company, from October 1998 to October 2000.

|Additional
        Management |  |      | 
|----------------------------- |  | ---- | 
|John
        P. Kelly         |  | [32] | 
|Paul
        Zygielbaum(2)    |  | [53] | 

18

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December 28, 1981 to May 1, 2000.

(1) The company has accepted the resignation of Mr. Trepp from the Board of Directors., Mr. Trepp is also no longer affiliated with the company as President and Chief Operations Officer. The company has been negotiating
with Mr. Trepp on departure package, however as of May 13, 2004 no agreement has been reached. (2) Mr. Zygielbaum, informed the company that he is unable to perform his duties at this time and does not know whether he would ever be able to return to the work environment. He was since offered his resignation as a
result of this unfortunate situation which the company regretfully accepts.


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. Officers, directors and greater than 10% stockholders are required to furnish us with copies of all such forms that they file.

Based solely on our review of copies of such forms it has received and written representations from certain reporting persons that they were not required to file Forms 5 for specified fiscal
years, we believe that all of our officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal 2003.

Item 10. Executive Compensation

The following table sets forth compensation for services rendered in all capacities to 5 G Wireless for the three fiscal years ended December 31, 2003 for our Chief Executive Officer and the
three other most highly compensated executive officers as of December 31, 2003 whose total annual salary and bonus for fiscal 2003 exceeded $100,000 (collectively, the Named Officers).

19

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Summary Compensation Table

|                                             |      |  | Annual Compensation |  |               | 
|-------------------------------------------- | ---- |  | ------------------- |  | ------------- | 
|                                             |      |  |                     |  |               | 
|Name
      and Principal Position            | Year |  | Salary($)           |  | Bonus($)      | 
|                                             |      |  |                     |  |               | 
|Jerry Dix(1)                                 | 2003 |  | 216,000             |  |              | 
|Chief Executive Officer                      | 2002 |  | 144,000             |  |              | 
|                                             | 2001 |  |                    |  |              | 
|                                             |      |  |                     |  |               | 
|Peter Trepp(3)                               | 2003 |  | 150,000             |  | 12,530.32 (4) | 
|President and                                | 2002 |  |                    |  |              | 
|Chief
      Operating Officer                | 2001 |  |                    |  |              | 
|                                             |      |  |                     |  |               | 
|Brian Corty(5)                               | 2003 |  | 168,000             |  |              | 
|Chief Technical Officer                      | 2002 |  | 120,000             |  |              | 
|                                             | 2001 |  |                    |  |              | 
|                                             |      |  |                     |  |               | 
|Don Boudewyn(6)                              | 2003 |  | 144,000             |  |              | 
|Executive Vice President
      and Treasurer | 2002 |  | 108,000             |  |              | 
|                                             | 2001 |  | 84,000              |  |              | 

---

|(1) |  | During 2003 and 2002,
      Mr. Dix was paid $47,300 and $60,700, respectively, and has an accrued balance
      of $293,300.    
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Value of stock compensation received
      per consulting agreements dated February 6, 2002.                                     
|(3) |  | During 2003, Mr. Trepp was paid $12,500
      and has an accrued balance of $71,300.                                             
|(4) |  | Represents the fair market value of
      the 432,080 shares issued to Mr. Trepp as a signing bonus.                             
|(5) |  | During 2003 and 2002, Mr. Corty
      was paid $83,590 and $68,044,
      respectively, and has an accrued balance of $156,322.  
|(6) |  | During 2003 and 2002,
      Mr. Boudewyn was paid $19,350 and 25,500, respectively, and has an accrued
      balance of $262,650.

20

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Employment Contracts, Termination of Employment
  and Change-in-Control Arrangements

|             |  | Aggregate Fiscal
      Year-End Option Values |  |              |  |                            
|------------ |  | --------------------------------------------- |  | ------------ |  | ---------------------------
|             |  |                                               |  |              |  |                            
|             |  |                                               |  |              |  | Number of Securities       
|             |  |                                               |  |              |  | Underlying Unexercised     
|             |  |                                               |  |              |  | Options Held at            
|             |  |                                               |  |              |  | December 31, 2003
      (#)
|             |  | Shares Acquired                               |  | Value        |  |                            
|Name         |  | On Exercise (#)                               |  | Realized ($) |  | Exercisable                
|             |  |                                               |  |              |  |                            
|Jerry Dix    |  | None                                          |  | None         |  | None                       
|Peter Trepp  |  | None                                          |  | None         |  | None                       
|Brian Corty  |  | None                                          |  | None         |  | None                       
|Don Boudewyn |  | None                                          |  | None         |  | None                       

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

On February 1, 2002, we entered into an employment agreement with Mr. Dix pursuant to which he is employed as our Chief Executive Officer at a monthly base salary of $12,000 for a term of three
years. Pursuant to the terms of the agreement, Mr. Dixs base monthly salary will increase to $18,000 in year two and $25,000 in year three. Our 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 also eligible to receive an incentive bonus in the sole discretion of our board of directors. In addition, Mr. Dix is eligible to receive an annual performance bonus of up to 80% of his base annual
salary; provided, however, if he achieves 100% completion of his performance objectives, he is entitled to receive at least 75% of the performance bonus or 60% of his annual salary. If we terminate Mr. Dix without cause (as defined in the
agreement), Mr. Dix is entitled to receive severance pay equal to the sum of the remaining amounts owed under the agreement.

On February 1, 2002, we entered into an employment agreement with Mr. Boudewyn pursuant to which he is employed as our Executive Vice President at a monthly base salary of $7,000 for a term of
three years. Our 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 also eligible to receive an incentive bonus in the sole discretion of our board
of directors. In addition, Mr. Boudewyn is eligible to receive an annual performance bonus of up to 80% of his base annual salary; provided, however, if he achieves 100% completion of his performance objectives, he is entitled to receive to at least
75% of the performance bonus or 60% of his annual salary. If we terminate Mr. Boudewyn without cause (as defined in the agreement), Mr. Boudewyn is entitled to receive severance pay equal to the sum of the remaining amounts owed under the agreement.

On April 1, 2002, we amended this agreement to change Mr. Boudewyns title to Executive Vice President and Chief Operations Officer and to increase his monthly base salary to $ 9,000
commencing on April 1, 2002. Pursuant to this amendment, Mr. Boudewyns base monthly salary will increase to $12,000 in year two and $15,000 in year three.

On March 1, 2002, we entered into an employment agreement with Mr. Corty pursuant to which he is employed as our Chief Technology Officer at a monthly base salary of $10,000 for a term of three
years. Pursuant to the terms of the agreement, Mr. Cortys base monthly salary will increase to $14,000 in year two and $18,000 in year three. Our 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 also eligible to receive an incentive bonus in the sole discretion of our board of directors. In addition, Mr. Corty is eligible to receive an annual performance bonus of up to 80% of his
base annual salary; provided, however, if he achieves 100% completion of his performance objectives, he is entitled to receive to at least 75% of the performance bonus or 60% of his annual salary. If we terminate Mr. Corty without cause (as defined
in the agreement), Mr. Corty is entitled to receive severance pay equal to the sum of the remaining amounts owed under the agreement.

On July 4, 2003, we entered into an employment agreement with Mr. Trepp pursuant to which he is employed as our President and Chief Operating Officer at a base annual salary of $150,000 for a
term of three years. Pursuant to the terms of the agreement, Mr. Trepps received a signing bonus of 432,080 shares of our common stock.

In addition to Mr.
  Trepp is eligible to an Executives Annual Base Salary, with respect to
  each fiscal year of the Company included within the Term, and subject to the
  performance of the Company during such fiscal year, Executive shall be eligible
  to receive discretionary cash bonus compensation (Annual
  Bonus Compensation). For each full
  fiscal year of employment, Executive shall be eligible for an incentive bonus
  of up to eighty (80%) of his annual base salary and his performance objectives
  shall be set such that 100% completion of his objectives shall entitle him to
  at least seventy-five percent (75%) of the bonus ("theTarget
  Annual Bonus Compensation"). During the
  first year of employment, Executive shall be eligible for a pro rata portion
  of the incentive bonus. The bonus amount will be based on the following factors:
  (i) the financial performance of the Company as determined and measured by the
  Board, and (ii) Executive's achievement of management targets and goals as set
  by the Board. The bonus amount is intended to reward contribution to the Company's
  performance over an entire fiscal year, and on the basis of continuing, cumulative
  contribution, and consequently will be paid only if Executive is employed and
  in good standing at the time of bonus payments, which generally occurs within
  45 days after the close of the Company's fiscal year. Bonus determinations will
  be made in the Company's sole discretion.

21

---

In addition, Mr. Trepp is entitled to receive up to 10% of the outstanding shares of our common stock upon achieving certain performance objectives. In the event of a change of control, Mr.
Trepp is also entitled to receive a fully vested option to purchase an 10% of the outstanding shares of our common stock immediately prior to the change of control. If we terminate Mr. Trepp without cause (as defined in the agreement), Mr. Trepp is
entitled to receive severance pay equal to one week for every two months of employment plus his performance bonus. In addition, all outstanding options will become fully vested.

As of this filing the company has accepted the resignation of Mr. Trepp from the Board of Directors, and Mr. Trepp is also no longer affiliated with the company as President and Chief Operations Officer. The company has
been negotiating in good faith with Mr. Trepp on an equitable departure package for both parties, however as of May 13, 2004 no agreement has been reached.

Compensation of Directors

All members of our board of directors are also our executives officers. They do not receive any additional compensation for their service as directors.

22

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Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as of March 31, 2004, as to shares of our Common Stock beneficially owned by: (i) each person who is known by us to own beneficially more than
5% of any class of our capital stock, (ii) each of our Named Officers, (iii) each of our directors and each nominee for director and (iv) all of our current directors and executive officers as a group. Unless otherwise stated below, the address of
each beneficial owner listed on the table is c/o 5 G Wireless Communications, Inc., 4136 Del Rey Avenue, Marina Del Rey, California 90292.

|                                    |  | Amount and Nature
      of Beneficial Ownership |  |                                | 
|----------------------------------- |  | ----------------------------------------------- |  | ------------------------------ | 
|                                    |  | at December 31,
      2003                      |  |                                | 
|                                    |  |                                                 |  |                                | 
|                                    |  |                                                 |  | Right To Acquire               | 
|                                    |  |                                                 |  | Beneficial Ownership
      of  | 
|                                    |  |                                                 |  | Common Stock                   | 
|                                    |  | Shares of                                       |  |                                | 
|                                    |  | Common Stock                                    |  | Conversion of                  | 
|Name and Address of Beneficial      |  | Beneficially                                    |  | Compensation Accruals
      in | 
|Owner                               |  | Owned (1)                                       |  | 2004(2)                        | 
|                                    |  |                                                 |  |                                | 
|5% Stockholders                     |  |                                                 |  |                                | 
|                                    |  |                                                 |  |                                | 
|Named Officers and Directors        |  |                                                 |  |                                | 
|Jerry Dix                           |  | 12,688,680(4)                                   |  | 24,867,346                     | 
|Peter Trepp (6)                     |  | 432,080                                         |  | 932,781                        | 
|                                    |  |                                                 |  |                                | 
|                                    |  |                                                 |  |                                | 
|Brian Corty                         |  | 11,367,182                                      |  | 18,740,967                     | 
|                                    |  |                                                 |  |                                | 
|                                    |  |                                                 |  |                                | 
|Don Boudewyn                        |  | 2,684,523(5)                                    |  | 23,344,835                     | 
|                                    |  |                                                 |  |                                | 
|                                    |  |                                                 |  |                                | 
|                                    |  |                                                 |  |                                | 
|Other Executives                    |  |                                                 |  |                                | 
|Paul Zygielbaum                     |  | 97,222                                          |  | 88,945                         | 
|                                    |  |                                                 |  |                                | 
|                                    |  |                                                 |  |                                | 
|John Kelly                          |  | 86,805                                          |  | 673,360                        | 
|                                    |  |                                                 |  |                                | 
|                                    |  |                                                 |  |                                | 
|All current directors and           |  |                                                 |  |                                | 
|executive
      officers as well as |  |                                                 |  |                                | 
|the other
      executives          |  | 27,356,492                                      |  | 68,648,234                     | 

---

|* Amount represents less
      than 1% of our Common Stock.
|-----------------------------------------------------------
|                                                           
|(1)                                                        
|                                                           
|(2)                                                        
|                                                           
|(3)                                                        

23

---



|(4) | Consists of 12,582,014
      shares held by Jerry and Karen Dix, joint tenants with right of survivorship
      and 106,666 shares heldby Market Force,
      Inc.Mr. Dix and Mr. Steven Lipman have
      shared voting and investment control over the shares held by Market
      Force, Inc.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                 
|(5) | Includes 1,184,523 shares
      held by Wireless Xstream Technologies Ltd, of which Mr. Boudewyn has partially
      voting andinvestment control.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                 
|(6) | Mr. Trepp is eligible
      for warrants valued at $20,000 till July 2008 and another $20,000 till March
      2006 for investments aspart of convertible
      debentures in 2003 and 2005 respectively.                                                                                       

There are no family relationships between any two or more of our directors or executive officers. There are no arrangements or understandings between any two or more of our directors or executive officers. There is no
arrangement or understanding between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings between non-management shareholders that may directly or
indirectly participate in or influence the management of our affairs.

None of our directors or executive officers has, during the past five years, (1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time; (2) been convicted in a criminal proceeding or subject to a pending criminal proceeding; (3) been subject to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or (4) been found by a
court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2003 with respect to the equity compensation plans, including stand-alone
compensation arrangements, under which we have granted or are authorized to issue equity securities to employees or non-employees in exchange for consideration in the form of goods or services:

|                                                             |                   |  |                         |      |                     |     
|------------------------------------------------------------ | ----------------- |  | ----------------------- | ---- | ------------------- | ----
|                                                             |                   |  |                         |      | Number of           |     
|                                                             |                   |  |                         |      | securities          |     
|                                                             |                   |  |                         |      | remaining           |     
|                                                             |                   |  |                         |      | available           |     
|                                                             |                   |  |                         |      | for future issuance |     
|                                                             | Number of         |  |                         |      | under equity        |     
|                                                             | securities        |  | Weighted-average        |      | compensation        |     
|                                                             | to be issued upon |  | exercise
      price of |      | plans               |     
|                                                             | exercise of       |  | outstanding             |      | (excluding          |     
|                                                             | outstanding       |  | options,                |      | securities          |     
|                                                             | options, warrants |  | warrants
      and      |      | reflected in        |     
|                                                             | and rights        |  | rights                  |      | column(a))          |     
|                                                             | (a)               |  | (b)                     |      | (c)                 |     
|                                                             |                   |  |                         |      |                     |     
|Plan category                                                |                   |  |                         |      |                     |     
|Equity compensation plans approved by security
      holders | 0.00              |  | $                       | 0.00 |                     | 0.00
|Equity compensation plans not approved by security           |                   |  |                         |      |                     |     
|                                                             | 0.00              |  | $                       | 0.00 |                     | 0.00
|holders                                                      |                   |  |                         |      |                     |     
|Total                                                        | 0.00              |  | $                       | 0.00 |                     | 0.00

5G Wireless Communications, Inc.Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan

On June 1, 2003, our
  board of directors adopted the 5G Wireless Communications, Inc. Amended and
  Restated Non-Employee Directors and Consultants Retainer Stock Plan (the Retainer
  Stock Plan). The purpose of the Retainer Stock Plan is to enable our Company
  and our subsidiaries to promote the interests of the Company and its shareholders
  by attracting and retaining non-employee directors and consultants capable of
  furthering the future success of the Company and by aligning their economic
  interests more closely with those of the Companys shareholders, by paying
  their retainer or fees in the form of shares of the Companys common stock.
  Each individual who is a director or consultant shall be a participant in the
  Retainer Stock Plan.

24

---

A total of 75,000,000 common shares were reserved for issuance under the Retainer Stock Plan. On February 26, 2002, we filed with the SEC a registration statement on form S-8 for the purpose of registering 25,000,000
common shares issuable under the Retainer Stock Plan under the Securities Act of 1933. On June 26, 2003, we filed with the SEC a new registration statement on form S-8 for the purpose of increasing the number of shares registered under our Retainer
Stock Plan to 75,000,000.

5G Wireless Communications, Inc. Amended and Restated 2001 Stock Incentive Plan

On October 2, 2001, our board of directors adopted the 5G Wireless Communications, Inc. 2001 Stock Incentive Plan (Stock Incentive Plan). The purpose of the Stock
Incentive Plan is to allow designated officers and employees and certain non-employee directors and consultants of the Company and its subsidiaries to receive certain options to purchase the Companys common stock as equity-based compensation
incentives to make significant and extraordinary contributions to the long-term performance and growth of the Company, and to attract and retain employees of exceptional ability.

The Stock Incentive Plan provides for (1) the grant of common share purchase options, (2) the grant of stock awards pursuant to which recipients may purchase our common shares, or (3) the grant of stock bonuses as
compensation. Common share purchase options granted under the plan may be either incentive stock options which qualify for special tax treatment under Section 422 of the Internal Revenue Code, or non-qualifying options.

A total of 10,000,000 common shares were reserved for issuance under the Stock Incentive Plan. If shares of common stock awarded or issued under the Stock Incentive Plan are reacquired by the Company due to a forfeiture or
for any other reason, such shares shall be cancelled and thereafter shall again be available for purpose of the Stock Incentive Plan. If a stock option expires, terminates or is cancelled for any reason without having been exercised in full, the
shares of common stock not purchased thereunder shall again be available for purposes of the Stock Incentive Plan. No awards may be issued after October 1, 2011, the termination date for the Stock Incentive Plan.

On December 10, 2001, we filed with the SEC a registration statement on form S-8 for the purpose of registering 5,000,000 common shares issuable under the Stock Incentive Plan under the Securities Act of 1933. On June 26,
2003, we filed with the SEC a new registration statement on form S-8 for the purpose of increasing the number of shares registered under our Stock Incentive Plan to 10,000,000.

Item 12. Certain Relationships and Related Transactions

On February 6, 2002, we entered into a consulting agreement with Mr. Lipman, a former 5% stockholder. Under this agreement, Mr. Lipman provided management consulting services to us in exchange
for an aggregate of 13,848,682 shares of our common stock, of which 2,769,736 shares were issued under our Non-Employee Director and Consultant Retainer Plan. This agreement expired on February 6, 2003.

On February 6, 2002, we entered into a consulting agreement with Mr. Dix, a the current CEO and Chairman of the Board. Under this agreement, Mr. Dix provided management consulting services to
us in exchange for an aggregate of 13,848,682 shares of our common stock, of which 2,769,736 shares were issued under our Non-Employee Director and Consultant Retainer Plan. This agreement expired on February 6, 2003.

On March 21, 2002, we issued an aggregate of 1,184,523 shares of common stock to Wireless Xstream Technologies, Ltd., a company controlled by Mr. Boudewyn, an executive Vice-President and
Treasurer of the Company. This issuance was compensation for services rendered to 5 G Wireless between July 1, 2001 and December 31, 2001.

On April 30, 2002, we issued 15,387,425 shares of restricted common stock to Brian Corty and Mark May in connection with the acquisition of Wireless ThinkTank Inc.

On August 4, 2003, we issued 2,325,000 shares valued at $67,425 to Mr. Corty for expenses incurred by him on our behalf and then on September 2, 2003 we issued 2,500,000 shares valued at
$55,000 to Mr. Corty as an advance against his accrued salary.

During 2002 and 2003, we used the credit of Service Group, which is a personal company of Mr. Dix to help us purchase equipment.

25

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Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits:

The exhibits listed below are required by Item 601 of Regulation S-B. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-KSB has
been identified.

|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description
      of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.1     |  | Agency
        Agreement between 5G Wireless and May Davis Group, Inc., dated April 1,
        2003 (incorporated by reference to Exhibit 1 of the Registrants
        Quarterly Report on Form 10-QSB/A for quarter ended June 30, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1     |  | Agreement
        and Plan of Reorganization and Merger between Tesmark, Inc., an Idaho
        corporation, and the Registrant (formerly know as Tesmark, Inc.), a Nevada
        corporation, dated November 10, 1998 (incorporated by reference to Exhibit
        2 of the Form 10-SB filed on December 15, 1999).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.2     |  | Acquisition
        Agreement between the Registrant, and Richard Lejeunesse, Curtis Mearns,
        and Don Boudewyn, a partnership (known as 5G Partners), dated December
        15, 2000, as amended (incorporated by reference to Exhibit 10 of the Form
        8-K filed on February 14, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.3     |  | Share
        Purchase Agreement between the Registrant, and Sea Union Industries Pte.
        Ltd., Richard Lajeunesse, Rita Chou, Peter Chen, Yeo Lai Ann, Tan Lam
        Im, Choa So Chin, Tan Ching Khoon, Tan Sek Toh, and 5G Wireless Communication
        Pte. Inc. (formerly known as Peteson Investment Pte Ltd.), dated May 5,
        2001 (incorporated by reference to Exhibit 2 of the Form 8-K filed on
        June 5, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.4     |  | Purchase
        Agreement between the Registrant and Skyhub Asia Holdings Limited, eVision
        USA.com, and eBanker USA.com, dated May 19, 2001 (incorporated by reference
        to Exhibit 2.4 of the Form 10-KSB filed on April 18, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.5     |  | Definitive
        Acquisition Agreement between the Registrant and Wireless Think Tank,
        dated April 30, 2002 (incorporated by reference to Exhibit 2 of the Form
        8-K filed on August 13, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3(i).1  |  | Articles
        of Incorporation of Tesmark, Inc. (incorporated by reference to Exhibit
        3 to the Registrants Form 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3(i).2  |  | Certificate
        of Amendment to Articles of Incorporation of Tesmark, Inc. (incorporated
        by reference to Exhibit 3.(iii) to the Registrants Registration
        Statement on Form SB-2 (File No. 333-76524).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3(i).3  |  | Certificate
        of Amendment to Articles of Incorporation of Tesmark, Inc. (incorporated
        by reference to Exhibit 3.(i) to the Registrants Current Report
        on Form 8-K filed on February 14, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3(i).4  |  | Certificate
        of Amendment to Articles of Incorporation of 5G Wireless Communications,
        Inc. (incorporated by reference to Exhibit 3.4 to the Registrants
        Annual Report on Form 10-KSB for the year ended December 31, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3(ii)   |  | Bylaws.
        (incorporated by reference to Exhibit 3.5 to the Registrants Annual
        Report on Form 10-KSB for the year ended December 31, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1     |  | Specimen
        common stock certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2     |  | Form
        of Subscription Agreement Between the Registrant and investors, dated
        February 12, 2002 (including the following exhibits: Exhibit A: Form of
        Notice of Conversion; Exhibit B: Form of Registration Rights Agreement;
        Exhibit C: Form of Debenture; and Exhibit D: Form of Opinion of Registrants
        Counsel) (the following to this agreement have been omitted: Exhibit E:
        Board Resolution; Schedule 3(A): Subsidiaries; Schedule 3(C): Capitalization;
        Schedule 3(E): Conflicts; Schedule 3(G): Material Changes; Schedule 3(H):
        Litigation; Schedule 3(L): Intellectual Property; Schedule 3(N): Liens;
        and Schedule 3(T): Certain Transactions) (incorporated by reference to
        Exhibit 4.4 to the Registrants Quarter Report on Form 10-QSB for
        the quarter ended March 31, 2002).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3     |  | Escrow
        Agreement between the Registrant, First Union Bank, and May Davis Group,
        Inc., dated February 12, 2002 (incorporated by reference to Exhibit 4.5
        to the Registrants Quarter Report on Form 10-QSB for the quarter
        ended March 31, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

26

---



|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description
      of Document                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.4     |  | Form
        of Escrow Agreement between the Registrant, Joseph B. LaRocco, Esq., and
        investors, dated February 12, 2002 (incorporated by reference to Exhibit
        4.6 to the Registrants Quarter Report on Form 10-QSB for the quarter
        ended March 31, 2002).                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.5     |  | Security
        Agreement (Stock Pledge) between the Registrant and investors, dated February
        12, 2002 (incorporated by reference to Exhibit 4.7 to the Registrants
        Quarter Report on Form 10-QSB for the quarter ended March 31, 2002).                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.6     |  | Form
        of Subordinated, convertible Note and Warrants Agreement between the Registrant
        and investors (including the following exhibits: Exhibit A: Form of Convertible
        Subordinated Promissory Note; and Exhibit B: Form of Warrant Agreement)
        (incorporated by reference to Exhibit 4.10 of the Registrants Quarterly
        Report on Form 10-QSB for the quarter ended September 30, 2003).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.1   |  | Amended
        and Restated Stock Incentive Plan (incorporated by reference to Exhibit
        4.2 to the Registrants Registration Statement on Form S-8 (File
        No. 333-81874)).                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2   |  | Intentionally
        omitted.                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.3   |  | Amended
        and Restated Non-Employee Directors and Consultants Retainer Stock Plan
        (incorporated by reference to the Registrants Registration Statement
        on Form S-8 (File No. 333-81874)).                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.4   |  | Consulting
        Agreement between the Registrant and Allan Schwabe, dated November 1,
        2000 (incorporated by reference to Exhibit 10.1 to the Registrants
        Annual Report on Form 10-KSB for the year ended December 31, 2001).                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.5    |  | Consulting
        Agreement between the Registrant and Cameron House Publishing, LLC, dated
        April 1, 2001 (incorporated by reference to Exhibit 10.2 to the Registrants
        Annual Report on Form 10-KSB for the year ended December 31, 2001).                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.6    |  | Consulting
        Agreement between the Registrant and 519021 BC. Ltd., dated April 1, 2001
        (incorporated by reference to Exhibit 10.3 to the Registrants Annual
        Report on Form 10-KSB for the year ended December 31, 2001).                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.7    |  | Finders
        Fee Agreement for Financing between the Registrant and Allen Schwabe,
        dated April 1, 2001 (incorporated by reference to Exhibit 10.5 to the
        Registrants Annual Report on Form 10-KSB for the year ended December
        31, 2001).                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.8   |  | Consulting
        Agreement between the Registrant and Michael Tan, dated May 1, 2001 (incorporated
        by reference to Exhibit 10.6 to the Registrants Annual Report on
        Form 10-KSB for the year ended December 31, 2001).                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.9    |  | Consulting
        Agreement between the Registrant and Market Force Inc., dated May 3, 2001
        (incorporated by reference to Exhibit 10.7 to the Registrants Annual
        Report on Form 10-KSB for the year ended December 31, 2001).                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.10  |  | Employment
        Agreement between the Registrant and Cameron Robb, dated July 1, 2001
        (incorporated by reference to Exhibit 10.8 to the Registrants Annual
        Report on Form 10-KSB for the year ended December 31, 2001).                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.11   |  | Independent
        Contractor/Consulting Agreement between the Registrant and Brent Fouch,
        dated September 1, 2001 (incorporated by reference to Exhibit 10 of the
        Registrants Registration Statement on Form S-8 (File No. 333-70936)).                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.12   |  | Independent
        Contractor/Consulting Agreement between the Registrant and Cameron Robb,
        dated November 1, 2001 (incorporated by reference to Exhibit 10 of the
        Registrants Registration Statement on Form S-8 (File No. 333-74822)).                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.13   |  | Independent
        Contractor/Consulting Agreement between the Registrant and Michael Tan,
        dated November 1, 2001 (incorporated by reference to Exhibit 10 of the
        Registrants Registration Statement on Form S-8 (File No. 333-74824)).                                                                                                                                                                     

27

---

|Exhibit |  |                                                                                                                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description
      of Document                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                 
|10.14  |  | Employment
        Agreement between the Registrant and Jerry Dix, dated February 1, 2002
        (incorporated by reference to Exhibit 10.12 to the Registrants Annual
        Report on Form 10-KSB for the year ended December 31, 2001).                                   
|        |  |                                                                                                                                                                                                                                                                                 
|10.15  |  | Employment
        Agreement between the Registrant and Don Boudewyn, dated February 1, 2002
        (incorporated by reference to Exhibit 10.13 to the Registrants Annual
        Report on Form 10-KSB for the year ended December 31, 2001).                                
|        |  |                                                                                                                                                                                                                                                                                 
|10.16  |  | Consulting
        Services Agreement between the Registrant and Steve Lipman, dated February
        6, 2002 (incorporated by reference to Exhibit 10.14 to the Registrants
        Annual Report on Form 10-KSB for the year ended December 31, 2001).                       
|        |  |                                                                                                                                                                                                                                                                                 
|10.17  |  | Consulting
        Services Agreement between the Registrant and Robert Kirish, dated February
        6, 2002 (incorporated by reference to Exhibit 10.15 to the Registrants
        Annual Report on Form 10-KSB for the year ended December 31, 2001).                      
|        |  |                                                                                                                                                                                                                                                                                 
|10.18  |  | Employment
        Agreement between the Registrant and Brian Corty, dated March 1, 2002
        (incorporated by reference to Exhibit 10.16 to the Registrants Annual
        Report on Form 10-KSB for the year ended December 31, 2001).                                    
|        |  |                                                                                                                                                                                                                                                                                 
|10.19  |  | Employment
        Agreement Amendment between the Registrant and Don Boudewyn, dated April
        1, 2002 (incorporated by reference to Exhibit 10.17 to the Registrants
        Annual Report on Form 10-KSB for the year ended December 31, 2001).                         
|        |  |                                                                                                                                                                                                                                                                                 
|10.20   |  | Consulting
        Services Agreement between the Registrant and Air Communications, Inc.,
        dated February 18, 2002 (incorporated by reference to Exhibit 10.18 to
        the Registrants Quarterly Report on Form 10-QSB for the quarter
        ended June 30, 2002).
|        |  |                                                                                                                                                                                                                                                                                 
|10.21   |  | Consulting
        Services Agreement between the Registrant and Asher Avitan, dated May
        1, 2002 (incorporated by reference to Exhibit 10.19 to the Registrants
        Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002).                          
|        |  |                                                                                                                                                                                                                                                                                 
|10.22   |  | Consulting
        Services Agreement between the Registrant and Marc J. Burling, dated May
        1, 2002 (incorporated by reference to Exhibit 10.20 to the Registrants
        Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002).                       
|        |  |                                                                                                                                                                                                                                                                                 
|10.23   |  | Consulting
        Agreement between the Registrant and VMarketing Ltd., dated May 1, 2002
        (incorporated by reference to Exhibit 10.21 to the Registrants Quarterly
        Report on Form 10-QSB for the quarter ended June 30, 2002).                                
|        |  |                                                                                                                                                                                                                                                                                 
|10.24   |  | Consulting
        Services Agreement between the Registrant and Dan Bell, dated May 1, 2002
        (incorporated by reference to Exhibit 10.22 to the Registrants Quarterly
        Report on Form 10-QSB for the quarter ended June 30, 2002).                              
|        |  |                                                                                                                                                                                                                                                                                 
|10.25   |  | Consulting
        Agreement between the Registrant and MONBARR Holdings, dated May 20, 2002
        (incorporated by reference to Exhibit 10.23 to the Registrants Quarterly
        Report on Form 10-QSB for the quarter ended June 30, 2002).                              
|        |  |                                                                                                                                                                                                                                                                                 
|10.26   |  | Consulting
        Services Agreement between the Registrant and Paul Levinson, dated May
        24, 2002 (incorporated by reference to Exhibit 10.24 to the Registrants
        Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002).                        
|        |  |                                                                                                                                                                                                                                                                                 
|10.27   |  | Consulting
        Services Agreement between the Registrant and Donna Buys, dated June 12,
        2002 (incorporated by reference to Exhibit 10.26 to the Registrants
        Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002).                          
|        |  |                                                                                                                                                                                                                                                                                 
|10.28   |  | Consulting
        Services Agreement between the Registrant and Curtis Mearns, dated June
        17, 2002 (incorporated by reference to Exhibit 10.27 to the Registrants
        Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002).                       

28

---

|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description
      of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.29   |  | Consulting
        Services Agreement between the Registrant and Jones Family Trust, dated
        June 20, 2002 (incorporated by reference to Exhibit 10.28 to the Registrants
        Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002).                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.30   |  | Consulting
        Agreement between the Registrant and Service Group, dated July 5, 2002
        (incorporated by reference to Exhibit 10.28 to the Registrants Quarterly
        Report on Form 10-QSB for the quarter ended September 30, 2002).                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.31  |  | Executive
        Employment Agreement between 5G Wireless and Peter Trepp, dated July 4,
        2003 (including Exhibit A: Employee Proprietary Information and Inventions
        Agreement) (the following exhibits have been omitted: Exhibit A 
        Schedule A: Employees Disclosure; and Exhibit A - Schedule B: Termination
        Certificate Concerning 5G Wireless Communications, Inc. Proprietary Information
        ) (incorporated by reference to Exhibit 10 of the Registrants Quarterly
        Report on Form 10-QSB for the quarter ended September 30, 2003)..
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.32   |  | The
        Company entered into a consulting agreement with Mr. Dix, the current
        CEO and Chairman of the Board On February 6, 2002. Under this agreement,
        Mr. Dix provided management consulting services to the Company in exchange
        for an aggregate of 13,848,682 shares of its common stock, of which 2,769,736
        shares were issued under its Non-Employee Director and Consultant Retainer
        Plan. This agreement expired on February 6, 2003.                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.33   |  | Building Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.34   |  | Agreement for November Private Placement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|21      |  | Subsidiaries
        of the Registrant (incorporated by reference to Exhibit 21 to the Registrants
        Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002).                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|23.1    |  | Consent
        of Independent Auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.1    |  | Rule
        13a-14(a) Certification of Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.2    |  | Rule
        13a-14(a) Certification of Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|32.1    |  | Statement
        of the Chief Executive Officer and Chief Financial Officer under Section
        906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).                                                                                                                                                                                                                                                                                                                                                                                                                          

 Indicates management contract or compensatory plan or arrangement.

* In accordance with Item 601(b)(32)(ii) of Regulation S-B and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Managements Reports on Internal Control Over Financial Reporting and Certification of Disclosure in
Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-KSB and will not be deemed filed for purpose of Section 18 of the Exchange Act. Such certifications will not be
deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

(b) Reports on Form 8-K

None.

Item 14. Principal Accountant Fees and Services

Aggregate fees for professional services rendered for us by Michael Deutchman, CPA and Carter & Balsam, a Professional Corporation, for the years ended December 31, 2002 and 2003, were as
follows:

Audit Fees. The aggregate fees billed by Michael Deutchman for professional services rendered for the audit of our annual financial statements and the reviews of the
financial statements included in our Form 10-QSB were $0.00 and $10,500 during the fiscal year ending December 31, 2003 and 2002, respectively. The aggregate fees billed by Carter & Balsam for professional services rendered for the audit of our
annual financial statements during the fiscal year ending December 31, 2003 and 2002 was $ 40,000 and $30,000 respectively.

Audit-Related Fees.
  There were no fees billed by Michael Deutchman for assurance and related services
  rendered in connection with the audit or review of our financial statements,
  which are not included above underAudit
  Fees, during the fiscal years ending December
  31, 2002 and 2003, respectively. No fees were billed by Carter & Balsam
  during the fiscal years ending December 31, 2002 and 2003.

29

---

Tax Fees. No fees were billed by Michael Deutchman and Carter & Balsam for professional services rendered for tax compliance, tax advice, and tax
planning during the fiscal years ending December 31, 2002 and 2003.

All Other Fees. There were no fees billed for services rendered by either Michael Deutchman or Carter & Balsam other than for the services described
above, including services rendered in connection with tax consulting, permitted internal audit outsourcing and other non-audit services, during the fiscal years ending December 31, 2002 and 2003.

30

---

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | 5G WIRELESS COMMUNICATIONS, INC.
| | --------------------------------
| |                                 
| | By:                             
| |                                 
| |                                 
| |                                 
| |                                 
| | Date: May 18, 2004              

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jerry Dix and Don Boudewyn, and each of them, his true and lawful attorneys-in-fact, each
with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-KSB and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|Name             | Title                               | Date        
|---------------- | ----------------------------------- | ------------
|                 |                                     |             
|/s/ Jerry Dix    |                                     |             
|                 | Chief Executive Officer             | May 18, 2004
|Jerry Dix        | (Principal Executive
      Officer) |             
|                 | and Director                        |             
|/s/ Don Boudewyn |                                     |             
|                 | Treasurer                           | May 18, 2004
|Don Boudewyn     | (Principal Accounting
      and     |             
|                 | Financial Officer)                  |             
|/s/ Brian Corty  |                                     |             
|                 | Director                            | May 18, 2004
|Brian Corty      |                                     |             

31

---