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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

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

COMMISSION FILE NUMBER: 0-30448

5G WIRELESS COMMUNICATIONS, INC.
(Exact Name of Company as Specified in Its Charter)

Nevada 20-0420885
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)

4136 Del Rey Avenue, Marina Del Rey, California 90292
(Address of Principal Executive Offices)

(310) 448-8022
(Company's Telephone Number)

______________________________________________________________
(Former Name, Former Address, and Former Fiscal Year, if Changed Since
Last Report)

Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days:
Yes X No .

Indicate by check mark whether the Company is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act): Yes
No X .

As of March 31, 2005, the Company had 920,737,368 shares of
common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION PAGE

ITEM 1. FINANCIAL STATEMENTS

CONDENSED BALANCE SHEETS AS OF
MARCH 31, 2005 (UNAUDITED) AND DECEMBER
31, 2004 3

SCHEDULE OF INVESTMENTS (UNAUDITED) 4

CONDENSED STATEMENTS OF
OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 2005 AND MARCH 31, 2004 (UNAUDITED) 5

CONDENSED STATEMENTS OF
CASH FLOWS FOR THE THREE MONTHS
ENDED MARCH 31, 2005 AND MARCH 31, 2004 (UNAUDITED) 6

NOTES TO CONDENSED FINANCIAL STATEMENTS 8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 44

ITEM 4. CONTROLS AND PROCEDURES 45

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 46

ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS 46

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 46

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 46

ITEM 5. OTHER INFORMATION 46

ITEM 6. EXHIBITS 48

SIGNATURES 48

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

5G WIRELESS COMMUNICATIONS, INC.
CONDENSED BALANCE SHEETS

March 31, 2005
(Unaudited) December 31, 2004

ASSETS

Investments in portfolio company, at fair value $ 680,671 $ 302,230
Cash 818,241 636,904
Prepaid expenses 2,520 2,520
Total assets 1,501,432 941,654

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
Accounts payable and accrued liabilities 477,883 325,716
Notes payable 38,341 57,648
Convertible notes, net of discount 1,367,761 1,191,916
Total liabilities 1,883,985 1,575,280

Stockholders' deficit:
Preferred Series "A" convertible stock,
$0.001 par value; 10,000,000 shares
authorized; 3,000,000 shares issued and
outstanding 3,000 3,000
Common stock, $0.001 par value;
5,000,000,000 shares authorized;
920,737,368 and 871,037,368 shares
issued and outstanding at March 31,
2005 and December 31, 2004 920,737 871,037
Additional paid-in capital 18,952,294 17,757,548
Common stock held in escrow (355,556) (355,556)
Unearned compensation (166,667) (150,000)
Accumulated deficit (19,736,361) (18,759,655)
Total stockholders' deficit (382,553) (633,626)
Total liabilities and stockholders' deficit 1,501,432 941,654

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

5G WIRELESS COMMUNICATIONS, INC.
SCHEDULE OF INVESTMENTS
(Unaudited)
MARCH 31, 2005

Date of Investment
Shares Acquisition Name Industry Cost Fair Value

302,230 December 31, 2004 5G Wireless Solutions, Inc. Telecommunications $680,671 $680,671 (1)

(1) Fair value was determined by the Company's board of directors -
refer to Note 2 for further explanation of the Company's methods of
determining fair values.

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

5G WIRELESS COMMUNICATIONS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three For the Three
Months Ended Months Ended
March 31, 2005 March 31, 2004

Revenues $ - $ 66,549
Cost of revenues - 29,440
Gross profit - 37,109

Operating expenses:
General and administrative 46,954 141,691
Salaries and related 98,260 249,200
Professional/consulting services 391,139 462,258
Depreciation - 20,322
Total operating expenses 536,353 873,471
Operating loss (536,353) (836,362)

Interest expense (including amortization of
financing costs and debt discount) (440,353) (15,618)
Net loss (976,706) (851,980)

Loss per common share:
Basic and diluted (0.001) (0.004)

Weighted average common shares outstanding 871,837,368 218,357,254

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

5G WIRELESS COMMUNICTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Three For the Three
Months Ended Months Ended
March 31, 2005 March 31, 2004

Cash flows from operating activities:
Net loss $ (976,706) $ (851,980)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization of unearned compensation (16,667) -
Amortization of BCF/discount on convertible notes 394,238 -
Depreciation - 20,322
Issuance of stock for services - 219,783
Changes in operating assets and liabilities:
Accounts receivable - 3,560
Other assets - 26,070
Accounts payable 130,495 (47,161)
Accrued liabilities 38,810 164,483
Net cash flows used in operating activities (429,830) (464,923)

Cash flows from investing activities:
Transfer of cash to portfolio company (378,441) -
Issuance of stock for equipment - (30,170)
Net cash flows used in investing activities (378,441) (30,170)

Net cash flows from financing activities:
Repayments on notes payable (10,392) 250,000
Net proceeds from issuance of convertible notes payable 1,000,000 31,500
Net cash flows provided by financing activities 989,608 281,500

Net increase (decrease) in cash and cash equivalents 181,337 (213,593)

Cash, beginning of period 636,904 211,670

Cash, end of period 818,241 (1,923)

Supplemental disclosure of non-cash investing
and financing activities:
Conversion of convertible notes and accrued
interest into common stock 244,446 10,000

Beneficial conversion feature on convertible notes 1,000,000 -

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

5G WIRELESS COMMUNICATIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5G Wireless Communications, Inc. (the "Company") was incorporated as
Tesmark, Inc. in September 1979. In November 1998, the Company
changed its state of incorporation from Idaho to Nevada; in January
2001, it changed its name to 5G Wireless Communications, Inc. In
March 2001, the Company acquired 5G Partners, a Canadian partnership,
and changed its business to provide wireless technology systems
through high speed Internet access and data transport systems. In
April 2002, it acquired Wireless ThinkTank, Inc., a developer of high-
speed long distance wireless technologies and in July 2003, it shifted
its strategy from that of a service provider to an equipment
manufacturer, or original equipment manufacturer ("OEM").

Effective November 2004, the Company elected to be treated as a
business development company ("BDC") under the Investment Company Act
of 1940 ("1940 Act"). As a BDC, it is the intent of the Company to
seek out investment candidates in areas related to its prior operating
business that can benefit from the management expertise and technology
already inherent in its operations. In addition, it intends to
assemble a diverse portfolio of companies with strategic information
and communications technologies or applications, leveraging the
combined talents of its experienced management team to incubate these
companies and seeking to enhance shareholder value.

Pursuant to its new business focus, on December 31, 2004, the Company
transferred certain of its OEM assets and liabilities into 5G Wireless
Solutions, Inc., a portfolio company (the "Portfolio Company"), in
exchange for 302,230 shares of the Portfolio Company's common stock.
Consequently, the Company's statements of operations for 2004 reflect
the revenues and expenses of its OEM business prior to the transfer.
The results of operations for the first quarter of 2005 reflect the
operations of the Portfolio Company. The transfer of the OEM assets
and liabilities to the Portfolio Company was recorded based on the
Company's historical carrying amounts, which management and the board
of directors also believe approximated fair value at December 31,
2004. Additional investments have taken place in the first quarter of
2005 that are carried at the investment value. The board of directors
has obtained a third party valuation indicating that the carrying
amount of the Portfolio Company is in line with fair market value of
the Portfolio Company as of March 31, 2005.

The Portfolio Company is a technology company that markets and sells
innovative wireless solutions to large campus & enterprise wide-area-
networks (WAN) and citywide WAN which enables the delivery of high
data rates in non line of sight environments.

Basis of Presentation.

In accordance with Securities and Exchange Commission ("SEC") rules
and regulations for BDC's, the Company does not consolidate or use the
equity method to account for its controlling investment in the
Portfolio Company. Rather, the Company's investment in such entity is
reported at fair value. Any future fluctuations in such fair value
since the date of the conversion to a BDC will be reflected as an
unrealized gain on investment in the statements of operations.

The Company's accompanying unaudited condensed financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information and the instructions to Form 10-Q and Regulation S-X of
the SEC. Accordingly, these unaudited condensed financial statements
do not include all of the footnotes required by accounting principles
generally accepted in the United States of America. In management's
opinion, all adjustments (consisting of normal and recurring
adjustments) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2005
are not necessarily indicative of the results that may be expected for
the year ending December 31, 2005. The accompanying condensed
financial statements and the notes thereto should be read in
conjunction with the Company's audited financial statements as of and
for the year ended December 31, 2004 contained in the Form 10-KSB.

Although the nature of the Company's operations and its reported
financial position, results of operations and cash flows are
dissimilar for the periods prior and subsequent to becoming a BDC, its
unaudited operating results and cash flows for the periods ended March
31, 2005 and March 31, 2004 are presented in the accompanying
financial statements pursuant to Regulation S-X.

Going Concern Basis of Presentation.

The accompanying financial statements have been prepared assuming that
the Company continues as a going concern that contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. However, the ability of the Company to
continue as a going concern on a longer-term basis will be dependent
upon its ability to generate sufficient cash flow from operations to
meet its obligations on a timely basis, to retain its current
financing, to obtain additional financing, and ultimately attain
profitability.

During the quarter ended March 31, 2005, the Company incurred losses
totaling $976,706, had net cash used in operating activities totaling
$429,830, and had an accumulated deficit of $19,736,361 as of March
31, 2005. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. If the Company is unable to
generate sufficient cash flow from operations and/or continue to
obtain financing to meet its working capital requirements, it may have
to curtail its business sharply or cease business altogether.

Management plans to continue raising additional capital through a
variety of fund raising methods during 2005 and to pursue all
available fundraising alternatives in this regard. Management may also
consider a variety of potential partnership or strategic alliances to
strengthen its financial position. In addition, the Company will
continue to seek additional funds to ensure its successful growth
strategy and to allow for potential investments into a diverse
portfolio of companies with strategic information and communications
technologies or applications. Whereas the Company has been successful
in the past in raising capital, no assurance can be given that these
sources of financing will continue to be available to the Company
and/or that demand for the Company's equity/debt instruments will be
sufficient to meet its capital needs. The financial statements do not
include any adjustments relating to the recoverability and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

If funding is insufficient at any time in the future, the Company may
not be able to take advantage of business opportunities or respond to
competitive pressures, or may be required to reduce the scope of its
planned product development and marketing efforts, any of which could
have a negative impact on its business and operating results. In
addition, insufficient funding may have a material adverse effect on
the Company's financial condition, which could require the Company to:

- curtail 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 the Company.

To the extent that the Company raises additional capital through the
sale of equity or convertible debt securities, the issuance of such
securities will result in dilution to existing stockholders. If
additional funds are raised through the issuance of debt securities,
these securities may have rights, preferences and privileges senior to
holders of common stock and the terms of such debt could impose
restrictions on our operations. Regardless of whether our cash assets
prove to be inadequate to meet the Company's operational needs, we may
seek to compensate providers of services by issuing stock in lieu of
cash, which will also result in dilution to existing shareholders.

Use of 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
periods. Significant estimates include the valuation of the Portfolio
Company investment, valuation of deferred tax assets, revenue
recognition, and concentrations of credit risk. Actual results could
differ from those estimates.

Investments in Portfolio Companies.

At March 31, 2005, the Company's investment in portfolio companies
consists solely of the Portfolio Company.

Pursuant to the requirements of the 1940 Act, the Company's board of
directors is responsible for determining, in good faith, the fair
value of our securities and assets for which market quotations are not
readily available. Fair value is determined pursuant to a valuation
methodology adopted by the board of directors.

The board of directors bases its determination upon, among other
things, applicable quantitative and qualitative factors. These
factors may include, but are not limited to, type of securities,
nature of business, marketability, market price of unrestricted
securities of the same issue (if any), comparative valuation of
securities of publicly-traded companies in the same or similar
industries, current financial conditions and operating results, sales
and earnings growth, operating revenues, competitive conditions and
current and prospective conditions in the overall stock market. The
valuation methodology requires:

(1) With respect to equity securities in privately-owned
companies, that each investment be valued using valuation
appraisals provided by an independent valuation service provider
or industry valuation benchmarks, with the value assigned
discounted to reflect the illiquid nature of the investment as
well as a minority, non-control position, if such should be
applicable. When an external event such as a purchase
transaction, public offering, or subsequent equity sale occurs,
the pricing indicated by the external event is used to
corroborate private equity valuation.

(2) With respect to equity securities in public companies that
carry certain restrictions on resale, that each such investment
be valued at a discount from the market value of the securities
as quoted on the national securities exchange or national
securities association.

Without a readily available market value, the value of the Company's
portfolio of equity securities may differ significantly from the
values that would be placed on the portfolio if there existed a ready
market for such equity securities.

Cash and Cash Equivalents.

The Company considers all highly liquid fixed income investments with
maturities of three months or less at the time of acquisition, to be
cash equivalents. The Company had no cash equivalents at March 31, 2005.

Concentrations of Credit Risk.

Financial instruments that potentially subject the Company to
concentrations of credit risk include cash and accounts receivable.
The Company maintains its cash funds in bank certificates of deposit
or as bank deposits in highly rated credit institutions. At times,
such investments may be in excess of the Federal Deposit Insurance
Corporation insurance limit. At March 31, 2005, these uninsured funds
totaled $718,561.

The Portfolio Company's customers are located in the United States.
The Portfolio Company provides an allowance for losses on trade
receivables based on a review of the current status of existing
receivables and management's evaluation of periodic aging of accounts.
The Portfolio Company charges off accounts receivable against the
allowance for losses when an account is deemed to be uncollectible.
It is not the Portfolio Company's policy to accrue interest on past
due receivables.

Income Taxes.

Deferred taxes are provided on the liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. A deferred tax asset
is reduced by a valuation allowance if, in the opinion of management,
it is more likely than not that some portion or all of the deferred
tax assets will not be realized in the future. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

Revenue Recognition.

During 2005, as a BDC, the Company recognizes revenues from its
portfolio companies based on investment income, the appreciation or
impairment associated with its investment in such companies.

Revenues in 2004 result principally from the Company's operations
prior to its election as a BDC. Such revenues resulted from the sale
and installation of wireless radio systems to customers. Equipment
sales are recognized when products are delivered without any further
services required. Revenues in 2004 were recognized in accordance
with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition,"
which outlines the basic criteria that must be met to recognize
revenue and provides guidance for presentation of revenue and for
disclosure related to revenue recognition policies in financial
statements filed with the SEC.

Basic and Diluted Loss Per Common Share.

Under Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share," basic earnings per common share is computed
by dividing income available to common stockholders by the weighted-
average number of common shares assumed to be outstanding during the
period of computation. Diluted earnings per share is computed similar
to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. Because the Company has
incurred net losses, basic and diluted loss per share are the same
since additional potential common shares would be anti-dilutive. 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.

Fair Value of Financial Instruments.

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

Stock Based Compensation Arrangements.

The Company accounts for stock-based compensation to employees under
the recognition and measurement principles of Accounting Principles
Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Under APB No. 25,
compensation expense is recorded for the difference between the fair
value of equity instruments and the amount to be paid by the employee.
In addition, the Company accounts for stock issued to non-employees
for services under SFAS No. 123, "Accounting for Stock Based
Compensation." Under SFAS No. 123, stock compensation expense is
recorded based on the fair value of equity instruments, or the fair
value of the services, whichever is more clearly determinable. The
Company incurred no stock-based compensation in the first quarter of
2005. The Company plans to deregister the remaining shares under the
stock plans as a result of its conversion to a BDC.

Segment Disclosures.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," changed the way public companies report information
about segments of their business in their annual financial statements
and requires them to report selected segment information in their
quarterly reports issued to shareholders. It also requires entity-wide
disclosures about the products and services an entity provides, the
foreign countries in which it holds significant assets and its major
customers. At March 31, 2005 and 2004, the Company operated in one
segment.

Reclassifications.

Certain reclassifications have been made to the prior year financial
statements to conform to the current period presentation.

2. INVESTMENT IN PORTFOLIO COMPANY

On December 31, 2004, the Company transferred certain of its OEM
assets and liabilities into the Portfolio Company in exchange for
302,230 shares of the Portfolio Company's common stock.

The transfer of the OEM assets and liabilities to the Portfolio
Company was recorded based on the Company's historical carrying
amounts. In addition, during the quarter ending March 31, 2005 the
Company invested an additional $378,441 in the Portfolio Company.
This was done in three separate investments during the quarter:
$125,000 was invested on February 17, $106,000 was invested on March
11, and $147,441 was invested on March 31 with the purpose of
supporting the ongoing working capital and general and administrative
expense needs of the Portfolio Company. The total investment in the
Portfolio Company as of March 31, 2005 was $680,671.

3. NOTES PAYABLE AND CONVERTIBLE NOTES

Notes payable consist of the following at March 31, 2005:

Note payable, interest bearing at 10% per annum with
principal and interest payment of $2,500 monthly,
maturing in July 2006 $ 32,500

Note payable, interest bearing at 9% per annum with
principal and interest payment of $1,000 monthly,
maturing in September 2005 5,841

$135,000 convertible notes, bearing interest at 8% per
annum, due through July 2005 50,000

$250,000 convertible notes, bearing interest at 9% per
annum, net of discount of $33,020 and $150,000 of
principal converted, maturing in March 2006 66,980

$805,000 convertible notes, bearing interest at 9% per
annum, net of discount of $46,562 due through April 2006 767,751

$2,000,000 convertible notes, bearing interest at 5%,
net of discount of $1,313,280 and $235,802 of
principal converted, maturing in September 2007 450,772

$1,000,000 convertible notes, bearing interest at 5%,
net of discount of $967,742 maturing in March 2007 32,258

Total $1,406,102

Notes Payable.

On March 21, 2003, the Company signed a $50,000 promissory note that
as of March 31, 2005 had a balance of $32,500 and is being repaid in
monthly installments of $2,500 per month. In addition the company has
one other note payable that is a small loan that as of March 31, 2005
has an outstanding balance of $5,841 with payments of $1,000 per month.

$135,000 Convertible Notes.

In 2003, the Company agreed to terms with four investors, one of which
was the former 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. As of March 31, 2005, there was $50,000 of principal
remaining.

$250,000 Convertible Notes.

In March 2004, the Company borrowed $250,000 under convertible notes
payable ("$250,000 Convertible Notes"), of which $100,000 came from
management or individuals related to certain management personnel.
All borrowings are due in March 2006, with monthly interest payments
on the outstanding balance; interest accrues at 9% per annum. The
$250,000 Convertible Notes may be converted into common stock of the
Company at the lesser of: (a) in accordance with the terms of a
subsequent financing, at the option of the holder, (b) 125% of the
closing bid price on the closing date, as defined, or (c) 60% of the
average of the three lowest closing bid prices during the twenty
trading days immediately prior to the conversion date.

In connection with the $250,000 Convertible Notes, the Company issued
warrants to purchase 666,667 shares of the Company's restricted common
stock at an exercise price of the lesser of: (a) the five day average
closing bid price prior to closing or (b) the fifteen day average
closing bid price prior to exercise. The warrants vested upon grant
and expire in March 2006.

The convertible feature of the $250,000 Convertible Notes provides for
a rate of conversion that is below market value. Such feature is
normally characterized as a "beneficial conversion feature" ("BCF").
Pursuant to Emerging Issues Task Force ("EITF") Issue No. 98-5,
"Accounting For Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratio" and EITF Issue
No. 00-27, "Application of EITF Issue No. 98-5 To Certain Convertible
Instruments," the Company has estimated the fair value of such BCF to
be approximately $33,000 related to these notes and recorded such
amount as a debt discount. Such discount is being amortized to
interest expense over the term of the notes. Amortization expense
during the quarter ended March 31, 2005 approximated $70,000. Of the
$250,000 in proceeds, $50,000 came from Mr. & Mrs. Trepp, former
president and COO, $25,000 from Paul Zygielbaum, a former employee of
the Company, and $25,000 from Thomas Janes, who is the father in law
of Donald Boudewyn, the Company's executive vice president). On March
31, 2005 three of the note holders converted $150,000 of there notes
into 32,710,00 shares of the Company's common stock.

$805,000 Convertible Notes.

In March 2004, the Company borrowed $715,000 under convertible notes
payable ("$715,000 Convertible Notes"). All borrowings are due in
March 2006, with monthly interest payments on the outstanding balance;
interest accrues at 9% per annum. The $715,000 Convertible Notes may
be converted into common stock of the Company at the lesser of: (a) in
accordance with the terms of a subsequent financing, at the option of
the holder, (b) 125% of the closing bid price on the closing date, as
defined, or (c) 100% of the closing bid price during the sixty trading
days immediately prior to the conversion date.

In connection with the issuance of the $715,000 Convertible Notes, the
Company paid issuance costs of $74,500, which has been recorded as a
debt discount and is being amortized to interest expense over the life
of notes. In July 2004, the Company borrowed an additional $90,000
under terms identical to those of the $715,000 Convertible Notes.
Amortization expense on the debt discount during the quarter ended
March 31, 2005 approximated $9,300.

$2,000,000 Convertible Notes.

On September 22, 2004, the Company entered into a subscription
agreement with Longview Fund, LP, Longview Equity Fund, LP, and
Longview International Equity Fund, LP whereby these investors shall
purchase up to $2,000,000 of principal amount of promissory notes,
bearing interest at 5% per annum, of the Company that are convertible
into shares of the Company's common stock at a conversion price equal
to the lesser of (i) 75% of the average of the five lowest closing bid
prices of the Company's common stock as reported by the OTC Bulletin
Board for the ninety trading days preceding the conversion date, or
(ii) $0.05. In addition, the convertible note holders will receive
Class A and Class B share warrants to purchase shares of common stock,
as described below ("$2,000,000 Convertible Notes").

$1,000,000 of promissory notes was purchased on the initial closing
date ("Initial Closing Purchase Price") and the second $1,000,000 of
the purchase price ("Second Closing Purchase Price") will be payable
within five business days after the earlier of (i) the actual
effectiveness of a Form SB-2 registration statement to be filed with
the SEC, or (ii) the date upon which the Company is able to issue to
the subscribers free trading unrestricted common stock as a "business
development company" as defined in Rule 602(a) of Regulation E under
the Securities Act of 1933 which took effect on November 6, 2004. On
November 9, 2004, the Company received the $1,000,000 that was the
balance of the $2,000,000 convertible note.

The convertible note holders will receive Class A and Class B share
warrants to purchase shares of common stock based on the following
formulas:

(1) Class A Warrants

30 Class A Warrants will be issued for each 100 shares which
would be issued on each closing, assuming the complete conversion
of the notes issued on each such closing date at the conversion
price in effect on each such closing date. The per warrant share
exercise price to acquire a share upon exercise of a Class A
Warrant is 120% of the closing bid price of the common stock on
the trading day immediately preceding the Initial Closing Date
and is exercisable until five years after the issue date of the
Class A Warrants.

(2) Class B Warrants

The Company will issue and deliver 125 Class B Warrants to the
subscribers for each $1.00 of purchase price invested on each
closing date. The per warrant share exercise price to acquire
a share upon exercise of a Class B Warrant is $0.02 and is
exercisable until three years after the issue date of the Class
B Warrant.

As part of this funding arrangement, Jerry Dix and Don Boudewyn, the
Company's Chief Executive Officer and Executive Vice President,
respectively, have agreed that for the period of 180 days after the
Second Closing Date during which such registration statement shall
have been current and available for use in connection with the public
resale of the shares and warrant shares, they will not sell or
otherwise dispose of any shares of common stock or any options,
warrants or other rights to purchase shares of common stock or any
other security of the Company which they own or have a right to
acquire, other than (i) in connection with an offer made to all
shareholders of the Company or any merger, consolidation or similar
transaction involving the Company, or (ii) with the prior written
consent of the investors and the Company, which shall not be
unreasonably withheld.

The convertible feature of the $2,000,000 Convertible Notes provides
for a rate of conversion that is below market value. Pursuant to EITF
No. 98-5 and EITF No. 00-27, the Company has estimated the fair value
of such BCF to be approximately $1,000,000 related to these notes and
recorded such amount as a debt discount. Such discount is being
amortized to interest expense over the two-year term of the notes.
Amortization expense on these notes during the quarter ended March 31,
2005 approximated $282,000.

During the first quarter of 2005, approximately $218,000 of principal
balance of convertible notes payable was converted into common stock.

$1,000,000 Convertible Notes.

On March 22, 2005, the Company entered into a subscription agreement
with Longview Fund, LP, Longview Equity Fund, LP, and Longview
International Equity Fund, LP whereby these investors are purchasing
$1,000,000 in convertible notes, with Class A Warrants to purchase up
to 100 additional shares of common stock for each 100 shares issued on
the Closing Date (as defined in the subscription agreement) assuming
the complete conversion of the notes issued on the Closing Date
("$1,000,000 Convertible Notes"). The exercise price of the warrant
is $0.01 per share. The Class A Warrants are exercisable until five
years after the Closing Date. The $1,000,000 investment was received
by the Company on March 22, 2005. On that date, the Company issued a
warrant to each of the investors covering a total of 100,000,000 shares.

The convertible feature of the $1,000,000 Convertible Notes provides
for a rate of conversion that is below market value. Pursuant to EITF
No. 98-5 and EITF No. 00-27, the Company has estimated the fair value
of such BCF to be approximately $1,000,000 related to these notes and
recorded such amount as a debt discount. Such discount is being
amortized to interest expense over the two-year term of the note.
Amortization expense on these notes during the quarter ended March 31,
2005 approximated $32,000.

4. STOCKHOLDERS' EQUITY (DEFICIT)

Preferred Stock.

The Company has 10,000,000 authorized preferred shares. On October 6,
2004, the Company's Compensation Committee granted and the Company
issued Series "A" convertible preferred shares ("Convertible Preferred
Stock") to Mr. Dix and Mr. Boudewyn totaling 3,000,000. Each share of
Convertible Preferred Stock is convertible initially at the rate of
800 shares of common stock for each full share of convertible
preferred stock. Each share of outstanding Convertible Preferred
Stock entitles the holder thereof to vote on each matter submitted to
a vote of the stockholders of the Company and to have the number of
votes equal to the number (including any fraction) of shares of common
stock into which such share of Convertible Preferred Stock is then
convertible pursuant to the provisions hereof at the record date for
the determination of shareholders entitled to vote on such matters or,
if no such record date is established, at the date such vote is taken
or any written consent of stockholders becomes effective. The
preferred shares are convertible after three years from issuance.

A third party conducted an evaluation prior to the issuance and
concluded that the value of the preferred shares was $200,000, which
is being amortized over the three year vesting period. The remaining
balance of $166,667 is carried as unearned compensation in the
accompanying balance sheet at March 31, 2005.

The following provides a summary of some of the other terms of the
preferred shares:

- All shares of Convertible Preferred Stock shall rank prior to all
of the Company's common stock, both as to payment of dividends
and as to distributions of assets upon liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary.

- If any dividend or other distribution payable in cash, securities
or other property, each holder of shares of Convertible Preferred
Stock shall be entitled to receive payment or distribution of
such dividend.

- In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Company, the holders of shares
of any series of preferred stock has a priority on liquidation
superior to that of the Convertible Preferred Stock.

- The shares of Convertible Preferred Stock are not redeemable,
however the Company from time to time may increase the conversion
rate by any amount for any period of time if the period is at
least 20 days and if the increase is irrevocable during the
period whenever the conversion rate is to be so increased.

- The Company will pay any and all issue or other taxes that may be
payable in respect of any issue or delivery of shares of Common
Stock on conversion of the Convertible Preferred Stock. The
Company will not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue or
delivery of Common Stock (or other securities or assets) in a
name other than that which the shares of Convertible Preferred
Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue
has paid to the Company the amount of such tax or has
established, to the satisfaction of the Company, that such tax
has been paid.

Common Stock

During the quarter ended March 31, 2005, in accordance with the terms
of the applicable convertible notes payable agreements, the Company
issued 49,700,000 shares of common stock in connection with the
conversion of notes payable totaling approximately $ 244,446.

Warrants

During the quarter ending March 31, 2005 the Company issued pursuant
to the terms of convertible notes to certain convertible note holders
warrants to purchase a total of 100,000,000 of the Company's common
stock at an exercise price of $0.01 per share.

Number of Shares Weighted-Average
Exercise Price

Warrants outstanding and exercisable
at January 1, 2003 -

Granted 4,800,000 $0.01125

Exercised -

Expired -

Warrants outstanding and exercisable
at December 31, 2003 4,800,000 $0.01125

Issued pursuant to the terms of
convertible notes 397,270,667 $0.0200

Warrants outstanding and exercisable
at December 31, 2004 402,070,667 $0.0201

Issued pursuant to the terms of
convertible notes 100,000,000 $0.0100

Warrants outstanding and exercisable
at March 31,2005 502,070,667 $0.0180

The number of outstanding and exercisable warrants as of March 31,
2005 is provided below:

Outstanding and Exercisable
Weighted- Weighted-
Average Average
Number of Exercise Remaining
Range of Exercise Prices Shares Price Life (Years)

$0.01125 54,000 $0.01125 3.4

$0.058 to $0.008 100,000 $0.033 1

$ 0.0204 70,666,667 $0.0204 3.5

$0.02 331,250,000 $0.02 1.5

$0.01 100,000,000 $0.01 5

502,070,667

5. COMMITMENTS AND CONTINGENCIES

Lease Commitments.

Rent expense approximated $35,000 and $37,000 for the quarters ended
March, 31, 2005 and 2004, respectively.

Litigation.

The Company is not 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.

Consulting Agreements.

In connection with the Longview subscription agreement, the Company
entered into a consulting agreement with Ghillie Fanaz AG. Under
this agreement, the consultant will be paid a "commencement bonus" of
$50,000 payable immediately, and an additional $50,000 immediately
upon the next closing of a funding to the Company of approximately
$1,000,000 in gross proceeds on similar terms as the current funding.
Under this agreement, this consultant will help in:

- developing and implementing appropriate plans and means for
presenting the Company and its business plans, strategy and
personnel to the financial community, establishing an image
for the company in the financial community, and creating
the foundation for subsequent financial public relations
efforts;

- maintain an awareness of the Company's plans, strategy and
personnel, as they may evolve, and consult with the
company regarding communicating appropriate information
regarding such plans, strategy and personnel to the financial
community;

- introduce to the Company investors who the consultant
reasonably believes to be "accredited investors" with whom the
consultant has a pre-existing substantive relationship; and

- at the Company's request, review business plans, strategies,
mission statements, budgets, proposed transactions and other
plans for the purpose of advising the company of the economic
implications thereof.

6. RELATED PARTY TRANSACTIONS

On March 31, 2005, Thomas Janes (see Note 3) converted $27,250 of
principal and interest into 5,450,000 shares of the Company stock per
the terms and conditions of the $250,000 convertible note signed in
March 2004.

7. SUBSEQUENT EVENTS

(a) On April 29, 2005, the Company issued restricted shares of common
stock as a partial conversion of the first $1,000,000 convertible
notes (principal and accrued interest) under the $2,000,000
Convertible Notes described at Note 3 above, as follows:

Name of Recipient Number of Shares Value

Longview Fund, LP 2,000,000 $9,500

Longview Equity Fund, LP 2,000,000 $9,500

Longview International Equity
Fund, LP 2,000,000 $9,500

Total 6,000,000 $28,500

(b) On April 29, 2005, the Company issued restricted shares of common
stock as a partial conversion of the second $1,000,000 convertible
notes (principal and accrued interest) under the $2,000,000
Convertible Notes described above, as follows:

Name of Recipient Number of Shares Value

Longview Fund, LP 5,000,000 $25,700

Longview Equity Fund, LP 2,408,992 $11,443

Longview International Equity
Fund, LP 1,000,000 $ 4,749

Total 8,408,992 $41,892

(c) On April 29, 2005, the Company issued restricted shares of common
stock as a partial conversion of the $715,000 Convertible Notes
(principal and accrued interest) described at Note 3 above, as
follows:

Name of Recipient Number of Shares Value

Glen Keyser 5,419,348 $26,273

Kelly Goodman 8,204,480 $39,000

Charles Sutton 8,204,480 $39,000

Total 21,828,308 $104,273
(d) As of May 5, 2005, the Company made an additional follow on

investment in the Portfolio Company in the amount of $191,000. The
purpose of the investment was to support the ongoing working capital
and general and administrative expense needs of the Portfolio Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the Company's financial
condition and results of operations is based upon, and should be read
in conjunction with, its unaudited condensed financial statements and
related notes included elsewhere in this Form 10-Q, which have been
prepared in accordance with accounting principles generally accepted
in the United States.

Overview.

In November 2004, the Company elected, by the filing of a Form N-
54A, to be regulated as a business development company ("BDC") under
the Investment Company Act of 1940 ("1940 Act"). On December 31,
2004, we moved certain assets and certain liabilities of the Company
into 5G Wireless Solutions, Inc. ("Portfolio Company") in exchange for
100% of the outstanding shares of the Portfolio Company's common
stock. The Portfolio Company will continue to focus on broadband
wireless networking solutions for educational campus and citywide
campus environments. In addition to manufacturing the existing
product line, the Portfolio Company will focus on developing new
solutions that create larger and more efficient wireless networks.

The Company intends to invest in companies that focus on
providing strategic information and communications technologies or
applications. We will seek to leverage the combined talents of our
experienced management team to invest in those technologies and to
enhance shareholder value.

A business development company is defined and regulated by the
1940 Act. A business development company must be organized in the
United States for the purpose of investing in or lending primarily to
private companies and making managerial assistance available to them.
A business development company may use capital provided by public
shareholders and from other sources to invest in long-term, private
investments in businesses. A business development company provides
shareholders the ability to retain the liquidity of a publicly traded
stock, while sharing in the possible benefits, if any, of investing
primarily in privately owned companies.

As a business development company, the Company may not acquire
any asset other than "qualifying assets", unless, at the time we make
the acquisition, the value of our qualifying assets represents at
least 70% of the value of our total assets.

The principal categories of qualifying assets relevant to our business
are:

- Securities purchased in transactions not involving any public
offering, the issuer of which is an eligible portfolio company;

- Securities received in exchange for or distributed with respect
to securities described in the bullet above or pursuant to the
exercise of options, warrants or rights relating to such
securities; and

- Cash, cash items, government securities or high quality debt
securities (within the meaning of the 1940 Act), maturing in one
year or less from the time of investment.

An eligible portfolio company is generally a domestic company
that is not an investment company (other than a small business
investment company wholly owned by a business development company);
and

- Does not have a class of securities registered on an exchange or
a class of securities with respect to which a broker may extend
margin credit; or

- Is actively controlled by the business development company and
has an affiliate of a business development company on its board
of directors.

To include certain securities described above as qualifying
assets for the purpose of the 70% test, a business development company
must make available to the issuer of those securities significant
managerial assistance such as providing significant guidance and
counsel concerning the management, operations, or business objectives
and policies of a portfolio company or making loans to a portfolio
company. We offer to provide managerial assistance to each of our
portfolio companies.

As a business development company, the Company is entitled to
issue senior securities in the form of stock or senior securities
representing indebtedness, including debt securities and preferred
stock, as long as each class of senior security has asset coverage of
at least 200% immediately after each such issuance. See "Risk Factors."

The Company may be prohibited under the 1940 Act from knowingly
participating in certain transactions with our affiliates without the
prior approval of our board of directors who are not interested
persons and, in some cases, prior approval by the Securities and
Exchange Commission ("SEC").

As a business development company, our primary goal is to
increase our net assets by investing in private development stage or
start-up companies that possess or will likely identify emerging and
established technologies and markets for those technologies. These
private businesses are thinly capitalized, unproven, small companies
that lack management depth, are dependent on new, commercially
unproven technologies and have no history of operations. It is the
goal of the Company to assemble a diverse portfolio of companies with
strategic information and communications technologies or applications,
which will leverage the combined talents of our experienced management
team to incubate these companies and seek to enhance shareholder
value. As a result, the Company will focus on making equity and not
debt investments.

The Company will likely be periodically examined by the SEC for
compliance with the 1940 Act. As with other companies regulated by the
1940 Act, a business development company must adhere to certain
substantive regulatory requirements. A majority of our directors must
be persons who are not interested persons, as that term is defined in
the 1940 Act. Additionally, we are required to provide and maintain a
bond issued by a reputable fidelity insurance company to protect us
against larceny and embezzlement. Furthermore, as a business
development company, we are prohibited from protecting any director or
officer against any liability to the Company or our shareholders
arising from willful malfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
person's office.

The Company must maintain a code of ethics that establishes
procedures for personal investment and restricts certain transactions
by our personnel. Our code of ethics generally does not permit
investment by our employees in securities that may be purchased or
held by us. As a business development company under the 1940 Act, we
are entitled to provide loans to our employees in connection with the
exercise of options. However, as a result of provisions of the
Sarbanes-Oxley Act of 2002, we are prohibited from making new loans
to, or materially modifying existing loans with, our executive
officers in the future.

We may not change the nature of our business so as to cease to
be, or withdraw our election as, a business development company unless
authorized by vote of a "majority of the outstanding voting
securities," as defined in the 1940 Act, of our shares. A majority of
the outstanding voting securities of a company is defined under the
1940 Act as the lesser of: (i) 67% or more of such company's shares
present at a meeting if more than 50% of the outstanding shares of
such company are present and represented by proxy or (ii) more than
50% of the outstanding shares of such company. Since we made our
business development company election, we have not made any
substantial change in the nature of our business.

We fund new investments using cash, through the issuance of our
common stock, the reinvestment of previously accrued interest and
dividends in debt or equity securities, or the current reinvestment of
interest and dividend income through the receipt of a debt or equity
security (payment-in-kind income). From time to time, we may also opt
to reinvest accrued interest receivable in a new debt or equity.

(a) Valuation Methodology.

We will determine the value of each investment in our portfolio
on a quarterly basis, and changes in value result in unrealized gains
or losses being recognized. At March 31, 2005, approximately 45% of
our total assets represented an investment in the Portfolio Company at
fair value. Fair value is defined in Section 2(a)(41) of the 1940 Act
as (i) the market price for those securities for which a market
quotation is readily available and (ii) for all other securities and
assets, fair value is as determined in good faith by the board of
directors. Since there is typically no readily ascertainable market
value for the investments in our portfolio, we value substantially all
of our portfolio investments at fair value as determined in good faith
by the board of directors pursuant to a valuation policy and a
consistently applied valuation process. Because of the inherent
uncertainty of determining the fair value of investments that do not
have a readily ascertainable market value, the fair value of our
investments determined in good faith by the board of directors may
differ significantly from the values that would have been used had a
ready market existed for the investments, and the differences could be
material.

Our investment in the Portfolio Company is carried at historical
carrying amounts (which approximates fair value) as this investment
represents a continuation of the Company's former business prior to
its election as a BDC, and is under common control at date of
transfer.

Unlike banks, we are not permitted to provide a general reserve
for anticipated loan losses. Instead, we are required to specifically
value each individual investment on a quarterly basis. We will record
unrealized depreciation on investments when we believe that an
investment has become impaired. Conversely, we will record unrealized
appreciation if we believe that the underlying portfolio company has
appreciated in value and, therefore, our equity security has also
appreciated in value.

As a business development company, we invest in liquid and
illiquid securities, including debt and equity securities primarily of
private companies. Our investments are generally subject to
restrictions on resale and generally have no established trading
market. Because of the type of investments that we make and the nature
of our business, our valuation process requires an analysis of various
factors. Our fair value methodology includes the examination of, among
other things, the underlying investment performance, financial
condition, and market changing events that impact valuation.

(b) Investment in Portfolio Company

On December 31, 2004, the Company moved certain assets and certain
liabilities into the Portfolio Company, which designs, builds, markets
and services innovative WI-FI compatible wireless broadband systems.
We believe the 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. The Portfolio Company is focused on manufacturing
products and developing solutions to create large and efficient
wireless LAN and WAN with far less equipment and expense than its
competitors. The Portfolio Company's customers include universities,
businesses, governments, municipalities and wireless Internet service
providers.

The Portfolio Company markets and sells 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. The Portfolio Company
believes its antenna design and wireless packet switching allows its
systems to more readily penetrate buildings and trees than
competitors, and to accommodate up to 1000 user associations. The
indoor product shares many of the same characteristics and strengths
as the 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 1,000 feet depending upon the structure.

Both the Portfolio Company's 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, the
Portfolio Company believes its products enable customers to combine
wireless networks with fewer components that cost less, perform better
and potentially provide a faster return on invested capital. The
Portfolio Company has devoted substantial resources to the build out
of its networks and product research and development with limited
resources applied to its marketing programs.

As a result, the Company has 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, the Portfolio Company only has 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.

During the quarter ending March 31, 2005 the Company invested an
additional $378,441 in the Portfolio Company. This was done in three
separate investments during the quarter. $125,000 was invested on
February 17, $106,000 was invested on March 11, and $147,441 was
invested on March 31. These investments were done in cash for the
purpose of supporting the ongoing working capital and general and
administrative expense needs of the Portfolio Company. This brings
the total investment in the Portfolio Company to $680,671 as of March
31, 2005.

Results of Operations.

The results of operations reflected in this discussion include
historical operations of the Company prior to becoming a BDC.

(a) Operating Expenses.

Total operating expenses decreased by $337,118, or approximately
39%, from $873,471 for the quarter ended March 31, 2004 to $536,353
for the quarter ended March 31, 2005. The decrease was primarily
attributable to the movement of the operating company's assets into
the Portfolio Company, as well as a decrease in professional and legal
consulting services related to the transformation to a BDC and costs
incurred relating to the most recent financing from Longview Funds.
Going forward these expenses are expected to remain relatively stable
for the remainder of the year.

(b) Other Expenses.

Interest expenses increased during the quarter ended March 31,
2005 primarily due to an increase in the amount of debt carried by the
Company. Interest expense increased by $424,735 from $15,618 at the
quarter ended March 31, 2004 to $440,353 for the quarter ended March
31, 2005. This increase is primarily due to the "beneficial
conversion feature" ("BCF"). Pursuant to Emerging Issues Task Force
("EITF") Issue No. 98-5, "Accounting For Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion
Ratio" and EITF Issue No. 00-27, "Application of EITF Issue No. 98-5
To Certain Convertible Instruments," the Company has estimated the
fair value of such BCF for each of the applicable conversions and
recorded such amount as a debt discount. Such discount is being
amortized to interest expense over the term of the notes that has
resulted in higher than expected interest expenses that is expected to
continue for the foreseeable future.

Net loss increased by $124,726, or approximately 15%, from a net
loss of $851,980 for the quarter ended March 31, 2004 to a net loss of
$976,706 for the quarter ended March 31, 2005. The increase can be
attributed to the decrease in operational expenses as a result of the
transfer of assets to the Portfolio Company, offset by an increase in
interest expense due to amortization of debt discounts. This trend is
not expected to continue and is expected to remain relatively
unchanged over the next several months.

Operating Activities.

The net cash used in operating activities was $429,830 for the
quarter ended March 31, 2005 compared to $464,923 for the quarter
ended March 31, 2004, a decrease of $35,093 or approximately 8%. This
decrease is attributed primarily to the absence of the issuance of
stock for services in the current quarter.

Investing Activities.

Net cash used in investing activities increased to $378,441
during the quarter ended March 31, 2005 as compared to $30,170 during
the quarter ended March 31, 2004 as a result of the investments made
to the Portfolio Company during the period.

In addition, the Company 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 the Company's product offerings and achieve operating
efficiencies.

Liquidity and Capital Resources.

As of March 31, 2005, the Company had cash of $818,241. In
addition to the loss of $976,706 during the quarter ended March 31,
2005, the Company incurred losses of $4,989,200 for the year ended
December 31, 2004. As of March 31, 2005, the Company had an
accumulated deficit of $19,736,361. These factors raise substantial
doubt as to the Company's ability to continue as a going concern. In
fact, the Company's independent accountants' audit report included in
the Form 10-KSB for the year ended December 31, 2004 includes a
substantial doubt paragraph regarding the Company's ability to
continue as a going concern.

The accompanying financial statements have been prepared assuming
that the Company continues as a going concern that contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business assuming the Company will continue as a
going concern. However, the ability of the Company to continue as a
going concern on a longer-term basis will be dependent upon its
ability to generate sufficient cash flow from operations to meet its
obligations on a timely basis, to retain its current financing, to
obtain additional financing, and ultimately attain profitability.

Management plans to continue raising additional capital through a
variety of fund raising methods during 2005 and to pursue all
available financing alternatives in this regard. Management may also
consider a variety of potential partnership or strategic alliances to
strengthen its financial position. In addition, we will continue to
seek additional funds to ensure our successful growth strategy and
to allow for potential investments into a diverse portfolio of
companies with strategic information and communications technologies
or applications. Whereas the Company has been successful in the past
in raising capital, no assurance can be given that these sources of
financing will continue to be available to us and/or that demand for
our equity/debt instruments will be sufficient to meet our capital
needs, or that financing will be available on terms favorable to the
Company. The financial statements do not include any adjustments
relating to the recoverability and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.

If funding is insufficient at any time in the future, the Company
may not be able to take advantage of business opportunities or respond
to competitive pressures, or may be required to reduce the scope of
its planned product development and marketing efforts, any of which
could have a negative impact on its business and operating results.
In addition, insufficient funding may have a material adverse effect
on the Company's financial condition, which could require the Company
to:

- curtail operations significantly;

- sell significant assets;

- seek arrangements with strategic partners or other parties that
may require the Company to relinquish significant rights to
products, technologies or markets; or

- explore other strategic alternatives including a merger or sale
of the Company.

To the extent that the Company raises additional capital through
the sale of equity or convertible debt securities, the issuance of such
securities will result in dilution to existing stockholders. If
additional funds are raised through the issuance of debt securities,
these securities may have rights, preferences and privileges senior to
holders of common stock and the terms of such debt could impose
restrictions on the Company's operations. Regardless of whether the
Company's cash assets prove to be inadequate to meet the Company's
operational needs, the Company may seek to compensate providers of
services by issuing stock in lieu of cash, which will also result in
dilution to existing shareholders.

The Company has been successful in obtaining the required cash
resources through private placements, convertible debentures and notes
payable to service the Company through the end of 2005. Financing
activities provided cash of $1,000,000 during the quarter ended March
31, 2005 that included the issuance of $1,000,000 in convertible
debentures, and the repayment of $10,392 of notes payable. Recent
financing activities:

(a) $135,000 Convertible Note.

The Company agreed to terms with four investors, in the third
quarter of 2003, one of which was the then 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 a 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 our 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 our balance sheet. As of March 31, 2005, there was $50,000
remaining in principal. Each investor was issued warrants to purchase
shares of our common stock equal to 40% of the amount invested in the
notes. See Exhibit 4.10.

(b) $250,000 Convertible Notes.

In March 2004, the Company borrowed $250,000 under convertible
notes payable ("$250,000 Convertible Notes"), of which $100,000 came
from management or individuals related to certain management
personnel. All borrowings are due in March 2006, with monthly
interest payments on the outstanding balance; interest accrues at 9%
per annum. The $250,000 Convertible Notes may be converted into common
stock of the Company at the lesser of: (a) in accordance with the
terms of a subsequent financing, at the option of the holder, (b) 125%
of the closing bid price on the closing date, as defined, or (c) 60%
of the average of the three lowest closing bid prices during the
twenty trading days immediately prior to the conversion date.

In connection with the $250,000 Convertible Notes, the Company
issued warrants to purchase 666,667 shares of the Company's restricted
common stock at an exercise price of the lesser of: (a) the five day
average closing bid price prior to closing or (b) the fifteen day
average closing bid price prior to exercise. The warrants vested upon
grant and expire in March 2006. See Exhibits 4.11 to 4.13.

In March 2004, the Company borrowed $715,000 under convertible
notes payable ("$715,000 Convertible Notes"). All of these borrowings
are due in March 2006, with monthly interest payments on the
outstanding balance; interest accrues at 9% per annum. The $715,000
Convertible Notes may be converted into common stock of the Company at
the lesser of: (a) in accordance with the terms of a subsequent
financing, at the option of the holder, (b) 125% of the closing bid
price on the closing date, as defined, or (c) 100% of the closing bid
price during the sixty trading days immediately prior to the
conversion date.

In connection with the issuance of the $715,000 Convertible
Notes, we paid issuance costs of $74,500, which has been recorded as a
debt discount and is being amortized, into interest expense over the
life of notes. In July 2004, we borrowed an additional $90,000 under
terms identical to those of the $715,000 Convertible Notes.

(d) $2,000,000 Convertible Notes.

On September 22, 2004, the Company entered into a subscription
agreement with Longview Fund, LP, Longview Equity Fund, LP, and
Longview International Equity Fund, LP whereby these investors are to
purchase up to $2,000,000 of principal amount of promissory notes,
bearing interest at 5% per annum, convertible into shares of the
Company's common stock at a conversion price equal to the lesser of
(i) 75% of the average of the five lowest closing bid prices of the
Company's common stock as reported by the OTC Bulletin Board for the
ninety trading days preceding the conversion date, or (ii) $0.05. See
Exhibit 4.15.

In addition the convertible note holders will receive Class A and
Class B share warrants to purchase shares of common stock based on the
following formulas:

(1) Class A Warrants

(2) Class B Warrants

The Company will issue and deliver 125 Class B Warrants to the
subscribers for each $1.00 of purchase price invested on each
closing date. The per warrant share exercise price to acquire a
share upon exercise of a Class B Warrant is $0.02 and is
exercisable until three years after the issue date of the Class B
Warrant.

$1,000,000 of promissory notes was purchased on the initial
closing date. The other $1,000,000 of promissory notes will be
purchased within five business days after the earlier of (i) the
actual effectiveness of a registration statement to be filed with the
SEC, or (ii) the date upon which the Company is able to issue to the
subscribers free trading unrestricted common stock as a "business
development company" as defined in Rule 602(a) of Regulation E under
the Securities Act of 1933, which took effect on November 6, 2004.

As part of this funding arrangement, Jerry Dix and Don Boudewyn,
the Company's chief executive officer and executive vice president,
respectively, have agreed that for the period of 180 days after the
second funding amount during which such registration statement will be
current and available for use in connection with the public resale of
the shares and warrant shares, they will not sell or otherwise dispose
of any shares of common stock or any options, warrants or other rights
to purchase shares of common stock or any other security of the
Company which they own or have a right to acquire, other than (i) in
connection with an offer made to all shareholders of the Company or
any merger, consolidation or similar transaction involving the
Company, or (ii) with the prior written consent of the investors and
the Company, which shall not be unreasonably withheld.

(e) $1,000,000 Convertible Notes.

On March 22, 2005, the Company entered into a subscription
agreement with Longview Fund, LP, Longview Equity Fund, LP, and
Longview International Equity Fund, LP whereby these investors are
purchasing $1,000,000 in convertible notes, with Class A Warrants to
purchase up to 100 additional shares of common stock for each 100
shares issued on the Closing Date (as defined in the subscription
agreement) assuming the complete conversion of the notes issued on the
Closing Date. The exercise price of the warrant is $0.01 per share.
The Class A Warrants are exercisable until five years after the
Closing Date. The $1,000,000 investment was received by the Company
on March 22, 2005. On that date, the Company issued a warrant to
each of the investors covering a total of 100,000,000 shares. See
Exhibit 4.18.

Under the secured convertible note, they are convertible into
common stock of the Company at a price per share equal to the lower of
(i) $0.01, or (ii) 75% of the average of the five lowest closing bid
prices of the common stock as reported by Bloomberg L.P. for the
principal market for the 90 trading days preceding a conversion date.
The maximum conversion price is $0.01. See Exhibit 4.19.

As part of this funding arrangement, Mr. Dix and Mr. Boudewyn
have agreed that from the Closing Date until one year after the Actual
Effective Date (as defined in the subscription agreement) they will
not sell or otherwise dispose of any shares of common stock or any
options, warrants or other rights to purchase shares of common stock or
any other security of the Company which they own or have a right to
acquire, other than in connection with an offer made to all
shareholders of the Company or any merger, consolidation or similar
transaction involving the Company.

Risk Factors.

Investing in the Company involves a number of significant risks
relating to our business and investment objective. As a result, there
can be no assurance that we will achieve our investment objective. In
addition to the risk factors described below, other factors that could
cause actual results to differ materially include:

- The ongoing global economic uncertainty, coupled with war or the
threat of war;

- Risks associated with possible disruption in our operations due
to terrorism;

- Future regulatory actions and conditions in our operating areas;
and

- Other risks and uncertainties as may be detailed from time to
time in our public announcements and SEC filings.

(a) General Risk of Operation as a Business Development Company.

The Company has elected to be treated as a BDC under the 1940
Act. The 1940 Act imposes numerous restrictions on our activities,
including restrictions on the nature of our investments and
transactions with affiliates. Any change in the law or regulations
that govern our business could have a material impact on us or our
operations. Laws and regulations may be changed from time to time,
and the interpretations of the relevant laws and regulations also are
subject to change.

Although the Company is limited by the 1940 Act with respect to
the percentage of its assets that must be invested in qualified
investment companies, the Company is not limited with respect to the
minimum standard that any investment Company must meet, or the
industries in which those investment companies must operate. The
Company may make investments without shareholder approval and such
investments may deviate significantly from our historic operations.
Any change in our investment policy or selection of investments could
adversely affect our stock price, liquidity, and the ability of our
shareholders to sell their stock.

The Company intends to make investments into qualified companies
that will provide the greatest overall return on its investment.
However, certain of those investments may fail, in which case the
Company will not receive any return on its investment. In addition,
the Company's investments may not generate income, either in the
immediate future, or at all. As a result, the Company may have to
sell additional stock, or borrow money, to cover its operating
expenses. The effect of such actions could cause its stock price to
decline or, if the Company is not successful in raising additional
capital, it could cease to continue as a going concern.

(b) Investing in Private Companies Involves a High Degree of Risk.

The Company's portfolio will consist of primarily long-term loans
to and investments in private companies. Investments in private
businesses involve a high degree of business and financial risk, which
can result in substantial losses and accordingly should be considered
speculative. There is generally no publicly available information
about the companies in which we invest, and we rely significantly on
the diligence of our employees and agents to obtain information in
connection with our investment decisions. In addition, some smaller
businesses have narrower product lines and market shares than their
competition, and may be more vulnerable to customer preferences,
market conditions or economic downturns, which may adversely affect
the return on, or the recovery of, our investment in such businesses.

The Company intends to acquire its investments directly from the
issuer in privately negotiated transactions. The majority of the
investments in our portfolio will typically be subject to restrictions
on resale or otherwise have no established trading market. We intend
to exit our investments when the portfolio company has a liquidity
event such as a sale, recapitalization, or initial public offering of
the company. The illiquidity of our investments may adversely affect
our ability to dispose of debt and equity securities at times when it
may be otherwise advantageous for us to liquidate such investments.
In addition, if we were forced to immediately liquidate some or all of
the investments in the portfolio, the proceeds of such liquidation
would be significantly less than the current value of such
investments.

Pursuant to the requirements of the 1940 Act, we will value
substantially all of our investments at fair value as determined in
good faith by our board of directors on a quarterly basis. Since
there is typically no readily ascertainable market value for the
investments in our portfolio, our board of directors has to determine
in good faith the fair value of these investments pursuant to a
valuation policy and a consistently applied valuation process. Such
policies and procedures shall fall in the exclusive purview of the
Audit Committee of the board of directors.

There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that judgment be
applied to the specific facts and circumstances of each portfolio
investment while employing a consistently applied valuation process
for the types of investments we make. Unlike banks, we are not
permitted to provide a general reserve for anticipated loan losses; we
are instead required by the 1940 Act to specifically value each
individual investment on a quarterly basis, and record unrealized
depreciation for an investment that we believe has become impaired,
including where collection of a loan or realization of an equity
security is doubtful, or when the enterprise value of the company does
not currently support the cost of our debt or equity investment.
Conversely, we will record unrealized appreciation if we believe that
the underlying portfolio company has appreciated in value and,
therefore, our equity security has also appreciated in value. Without
a readily ascertainable market value and because of the inherent
uncertainty of valuation, the fair value of our investments determined
in good faith by the board of directors may differ significantly from
the values that would have been used had a ready market existed for
the investments, and the differences could be material.

We will adjust quarterly the valuation of our portfolio to
reflect the board of directors' determination of the fair value of
each investment in our portfolio.

(d) Our Investment Model is Highly Speculative in Nature and Our
History of Using the Model is Limited.

The Company's investment model is highly speculative since it
includes making investments in new development stage companies and
having those companies invest in new, untested technology.
Furthermore, we have only been using our investment model for a
relatively short period of time and have little or no historical
information upon which to judge whether or not the model is
successful. We cannot assure you that our investment model will be
successful or that any of our investments will be successful.

Our financial results are largely dependent upon the performance
of the Portfolio Company, which represents approximately 45% of all
the assets of the Company at March 31, 2005.

The Portfolio Company is dependent upon the successful
commercialization of new technologies. Each of our investments in
portfolio companies will be subject to a high degree of risk and we
may lose all of our investment in a portfolio company if it is not
successful. We may also invest in development stage companies that
our management believes can benefit from our knowledge of technology
transfer. Development stage companies are subject to all of the risks
associated with new businesses. In addition, our portfolio companies
are also subject to the risks associated with research and development
of new technologies. These risks include the risk that new
technologies cannot be identified, developed or commercialized, may
not work, or become obsolete. Our portfolio companies must
successfully acquire, license or in some cases further develop new
technologies. We cannot assure you that any of our investments in our
portfolio companies will be successful. Our portfolio companies will
be competing with larger, established companies, with greater access
to, and resources for, further development of these new technologies.
We may lose our entire investment in any or all of our portfolio companies.

(e) We May Need to Make Additional Cash Investments in our Portfolio
Companies.

The Company may have to make additional cash investments in our
portfolio companies to protect our overall investment value in the
particular company. We retain the discretion to make any additional
investments as our management determines. The failure to make such
additional investments may jeopardize the continued viability of a
portfolio company, and our initial (and subsequent) investments.
Moreover, additional investments may limit the number of companies in
which we can make initial investments. We have no established
criteria in determining whether to make an additional investment
except that our management will exercise its business judgment and
apply criteria similar to those used when making the initial
investment. We cannot assure you that we will have sufficient funds
to make any necessary additional investments, which could adversely
affect our success and result in the loss of a substantial portion or
all of our investment in a portfolio company.

(f) We have a Limited Amount of Funds Available for Investment in
Potential Portfolio Companies.

Based on the amount of our existing available funds, it is
unlikely that the Company will be able to commit our funds to
investments in, and the acquisition of, securities of a large number
of companies. Prospective investors should understand that our
current investments are not, and in the future may not be,
substantially diversified. We will not be able to achieve the same
level of diversification as larger entities engaged in similar venture
capital activities. Therefore, our assets may be subject to greater
risk of loss than if they were more widely diversified, because the
failure of one or more of our limited number of investments would have
a material adverse effect on our financial condition and the price of
our common stock.

(g) We May Borrow Money Which Magnifies the Potential For Gain
or Loss on Amounts Invested.

Borrowings, also known as leverage, magnify the potential for
gain or loss on amounts invested and, therefore, increase the risks
associated with investing in our securities. The Company can borrow
from and issue senior debt securities to banks, insurance companies,
and other lenders. Lenders of these senior securities would have
fixed dollar claims on the consolidated assets that are superior to
the claims of the common shareholders. If the value of the
consolidated assets increases, then leveraging would cause the net
asset value attributable to the common stock to increase more sharply
than it would have had we not leveraged. Conversely, if the value of
the consolidated assets decreases, leveraging would cause net asset
value to decline more sharply than it otherwise would have had the
Company not leveraged. Similarly, any increase in the consolidated
income in excess of consolidated interest payable on the borrowed
funds would cause the net income to increase more than it would
without the leverage, while any decrease in the consolidated income
would cause net income to decline more sharply than it would have had
the Company not borrowed.

(h) Changes in Interest Rates May Affect the Cost of Capital and
Net Investment Income.

Because the Company can borrow money to make investments, the net
investment income before net realized and unrealized gains or losses,
or net investment income, can be dependent upon the difference between
the rate at which we borrow funds and the rate at which the Company
invest these funds. As a result, there can be no assurance that a
significant change in market interest rates will not have a material
adverse effect on our net investment income. In periods of rising
interest rates, the cost of funds would increase, which would reduce
the net investment income. The Company can use a combination of long-
term and short-term borrowings and equity capital to finance our
investing activities.

(i) We Operate in a Competitive Market for Investment
Opportunities.

The Company competes for investments with a large number of
private equity funds and mezzanine funds, investment banks and other
equity and non-equity based investment funds, and other sources of
financing, including traditional financial services companies such as
commercial banks. Some of our competitors have greater resources than
we do. Increased competition would make it more difficult for us to
purchase or originate investments at attractive prices. As a result
of this competition, the Company may sometimes be precluded from
making otherwise attractive investments.

(j) The Securities We Hold in Our Portfolio Companies are Subject to
Restriction on Resale.

Our portfolio companies will be private entities and we will
acquire their securities in private transactions. As a result, all
of the securities we will hold in our portfolio companies are subject
to legal restrictions on resale. Furthermore, our ability to sell the
securities in our portfolio may be limited by, and subject to, the
lack of or limited nature of a trading market for such securities.
Therefore, we cannot assure you that we will be able to sell our
portfolio company securities for amounts equal to the values that we
have ascribed to them or at the time we desire to sell.

(k) We Are Dependent Upon the Efforts of Our Portfolio Companies to
Successfully Commercialize Their Products and Services.

Our portfolio companies may face intense competition, including
competition from companies with greater financial resources, more
extensive research and development, manufacturing, marketing and
service capabilities and a greater number of qualified and experienced
managerial and technical personnel. They may need additional
financing which they are unable to secure and we are unable or
unwilling to provide or they may be subject to adverse developments
unrelated to the technologies they acquire.

They may lose the rights granted to them for a technology or a
licensing agreement. We cannot assure you that our portfolio company
will be successful or that we will be able to sell the securities we
receive at a profit or for sufficient amounts to even recover our
initial investment in the portfolio company or that our portfolio
company will not take actions that could be detrimental to us.

(l) Investments in Our Portfolio Companies Will be Concentrated in
the Information and Communications Technologies and Applications
Industry.

The Company's investments in its portfolio companies will be
concentrated in the information and communications technologies and
applications industry. This concentration will mean that our
investments will be particularly dependent on the development and
performance of this industry. Accordingly, our investments may not
benefit from any advantages, which might be obtained with greater
diversification of the industries in which our portfolio companies
operate. If this industry should decline or fail to develop as
expected, our investments in our portfolio companies in this industry
will be subject to loss.

(m) Economic Recessions or Downturns Could Impair the Portfolio
Companies and Harm Operating Results.

Many of the companies in which we may make investments may be
susceptible to economic slowdowns or recessions. An economic slowdown
may affect the ability of a company to engage in a liquidity event.
Non-performing assets are likely to increase and the value of the
portfolio is likely to decrease during these periods. These
conditions could lead to financial losses in the portfolio and a
decrease in the revenues, net income, and assets.

The business of making private equity investments and positioning
them for liquidity events also may be affected by current and future
market conditions. The absence of an active senior lending environment
may slow the amount of private equity investment activity generally.
As a result, the pace of the investment activity may slow. In
addition, significant changes in the capital markets could have an
effect on the valuations of private companies and on the potential for
liquidity events involving such companies. This could affect the
amount and timing of gains realized on our investments.

(n) Two of Our Current Stockholders Have Significant Influence Over
Our Management and Affairs.

Jerry Dix, our chief executive officer and chairman, and Don
Boudewyn, our executive vice president and secretary/treasurer,
beneficially own approximately 8.92% of our common stock and all the
restricted 3,000,000 convertible series "A" preferred shares which
translates to 75.8% of the common shares, on a fully diluted basis,
for the purpose of voting rights as of December 31, 2004. Therefore,
they may be able to exert influence over our management and policies
and may acquire additional equity in the future. The concentration of
ownership may also have the effect of delaying, preventing or
deterring a change of control of our company, could deprive our
shareholders of an opportunity to receive a premium for their common
stock as part of the sale of our company and might ultimately affect
the market price of our common stock.

(o) The Company is Dependent on Its Key Personnel.

The Company's success is largely dependent on the personal
efforts and abilities of its senior management. The loss of certain
members of the Company's senior management, including the Company's
chief executive officer and executive vice president, could have a
material adverse effect on the Company's business and prospects.

The Company intends to recruit in fiscal year 2005 employees who
are skilled in its industry. The failure to recruit these key
personnel could have a material adverse effect on the Company's
business. As a result, the Company may experience increased
compensation costs that may not be offset through either improved
productivity or higher revenue. There can be no assurances that the
Company will be successful in retaining existing personnel or in
attracting and recruiting experienced qualified personnel.

(p) Limitations on Liability and Indemnification May Result in
Payments by the Company.

The Company's bylaws include provisions to the effect that we may
indemnify any director, officer, or employee. In addition, provisions
of Nevada law provide for such indemnification, as well as for a
limitation of liability of our directors and officers for monetary
damages arising from a breach of their fiduciary duties. Any
limitation on the liability of any director or officer, or
indemnification of any director, officer, or employee, could result in
substantial expenditures being made by the Company in covering any
liability of such persons or in indemnifying them.

(q) Our Quarterly and Annual Operating Results Fluctuate
Significantly.

Our quarterly and annual operating results could fluctuate
significantly due to a number of factors. These factors include the
small number and range of values of the transactions that are
completed each quarter, fluctuations in the values of our investments,
the timing of the recognition of unrealized gains and losses, the
degree to which we encounter competition in our markets, the
volatility of the stock market and its impact on our unrealized gains
and losses, as well as other general economic conditions. As a result
of these factors, quarterly and annual results are not necessarily
indicative of our performance in future quarters and years.

(r) Our Common Stock Price May Be Volatile.

The trading price of our common stock may fluctuate
substantially. The price of the common stock may be higher or lower
than the price you pay for your shares, depending on many factors,
some of which are beyond our control and may not be directly related
to our operating performance. These factors include the following:

- Price and volume fluctuations in the overall stock market from
time to time;

- Significant volatility in the market price and trading volume of
securities of business development companies or other financial
services companies;

- Changes in regulatory policies with respect to business
development companies;

- Actual or anticipated changes in our earnings or fluctuations in
our operating results;

- General economic conditions and trends;

- Loss of a major funding source; or

- Departures of key personnel.

Due to the continued potential volatility of our stock price, we
may be the target of securities litigation in the future. Securities
litigation could result in substantial costs and divert management's
attention and resources from our business.

(s) No Assurance of Public Trading Market and Risk of Low Priced
Securities May Affect Market Value of Our Stock.

The SEC has adopted a number of rules to regulate "penny stocks."
Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the
Securities Exchange Act of 1934, as amended. Because the securities
of the Company may constitute "penny stocks" within the meaning of the
rules (as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per
share, largely traded in the Over the Counter Bulletin Board or the
Pink Sheets), the rules would apply to the Company and to its
securities.

The SEC has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities. Unless the transaction
is exempt, it shall be unlawful for a broker or dealer to sell a penny
stock to, or to effect the purchase of a penny stock by, any person
unless prior to the transaction: (i) the broker or dealer has approved
the person's account for transactions in penny stock pursuant to this
rule and (ii) the broker or dealer has received from the person a
written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives;
(b) reasonably determine that transactions in penny stock are suitable
for that person, and that the person has sufficient knowledge and
experience in financial matters that the person reasonably may be
expected to be capable of evaluating the risks of transactions in
penny stock; (c) deliver to the person a written statement setting
forth the basis on which the broker or dealer made the determination
(i) stating in a highlighted format that it is unlawful for the broker
or dealer to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that (iii) the
broker or dealer is required to provide the person with the written
statement; and (iv) the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect
the person's financial situation, investment experience, and
investment objectives; and (d) receive from the person a manually
signed and dated copy of the written statement. It is also required
that disclosure be made as to the risks of investing in penny stock
and the commissions payable to the broker-dealer, as well as current
price quotations and the remedies and rights available in cases of
fraud in penny stock transactions. Statements, on a monthly basis,
must be sent to the investor listing recent prices for the penny stock
and information on the limited market.

There has been only a limited public market for the common stock
of the Company. Our common stock is currently traded on the Over the
Counter Bulletin Board. As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the
market value of our securities. The regulations governing penny
stocks, as set forth above, sometimes limit the ability of broker-
dealers to sell the Company's common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary
market.

Potential shareholders of the Company should also be aware that,
according to SEC Release No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such
patterns include (i) control of the market for the security by one or
a few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.

Inflation.

The impact of inflation on our costs and the ability to pass on
cost increases to its customers over time is dependent upon market
conditions. We are not aware of any inflationary pressures that have
had any significant impact on our operations over the past quarter,
and the company does not anticipate that inflationary factors will
have a significant impact on future operations.

Off Balance Sheet Arrangements.

The Company does not engage in any off balance sheet arrangements
that are reasonably likely to have a current or future effect on our
financial condition, revenues, results of operations, liquidity or
capital expenditures.

Contractual Obligations.

The Company has contractual obligations to repay our notes
payable and to make payments under our operating lease agreement. See
Notes 3, 4 and 7 to our accompanying financial statements.

In October, 2003, the Company negotiated an operating 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. Rent expense approximated $35,000 and
$37,000 for the quarters ended March, 31, 2005 and 2004, respectively.

Critical Accounting Policies.

The SEC has issued Financial Reporting release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" ("FRR 60"); suggesting companies provide additional
disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC defined the most critical accounting policies as
the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain.
Based on this definition, the Company's most critical accounting
policies include: (a) the use of estimates; (b) valuation of
investments; (c) revenue recognition; and (d) concentrations of credit
risk. The methods, estimates and judgments the Company uses in
applying these most critical accounting policies have a significant
impact on the results reported in its financial statements.

(a) Use of Estimates.

The preparation of these financial statements requires our
company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate these estimates, including those related to revenue
recognition and concentration of credit risk. We base our estimates on
historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under
different assumptions or conditions.

(b) Valuation of Investments.

Pursuant to the requirements of the 1940 Act, our board of
directors is responsible for determining in good faith the fair value
of our securities and assets for which market quotations are not
readily available. The board of directors is required to value such
securities if the validity of the market quotations appears to be
questionable, or if the number of quotations is such as to indicate
that there is a thin market in the security. In making its
determination, the board of directors may consider valuation
appraisals provided by independent valuation service providers.

The board of directors bases its determination of fair value
upon, among other things, applicable quantitative and qualitative
factors. These factors may include, but are not limited to, type of
securities, nature of business, marketability, market price of
unrestricted securities of the same issue (if any), comparative
valuation of securities of publicly-traded companies in the same or
similar industries, current financial conditions and operating
results, sales and earnings growth, operating revenues, competitive
conditions and current and prospective conditions in the overall stock
market.

Unlike banks, the Company is not permitted to provide a general
reserve for anticipated loan losses; we are instead required by the
1940 Act to specifically value each individual investment on a
quarterly basis, and record unrealized depreciation for an investment
that we believe has become impaired. Conversely, we will record
unrealized appreciation if we believe that the underlying portfolio
company has appreciated in value and, therefore, our equity security
has also appreciated in value. Without a readily ascertainable market
value and because of the inherent uncertainty of valuation, the fair
value of our investments determined in good faith by the board of
directors may differ significantly from the values that would have
been used had a ready market existed for the investments, and the
differences could be material.

The Company will adjust quarterly the valuation of our portfolio
to reflect the board of directors' determination of the fair value of
each investment in our portfolio.

The Company's Audit Committee reviews each report along with
information provided by management, which may include correspondence
that could materially affect the value of the investment, recent SEC
filings that have information that could materially affect the
valuations, or answers to questions that management has posed on a
quarterly basis to the CEO of the investments which make up the
majority of the total value.

The Audit Committee reviews the information provided and makes a
recommendation to the board of directors regarding the valuation
reports and other information pertinent to the final valuation. The
board of directors then determines the value of the investments based
on all the information provided. Due to the uncertainty inherent in
the valuation process, such estimates of fair value may differ
significantly from the values that would have been obtained had a
ready market for the securities existed, and the differences could be
material.

Additionally, changes in the market environment and other events
that may occur over the life of the investments may cause the gains or
losses ultimately realized on these investments to be different than
the valuations currently assigned. No single standard for determining
fair value in good faith exists since fair value depends upon
circumstances of each individual case. In general, fair value is the
amount that we might reasonably expect to receive upon the current
sale of the security.

During 2005, as a BDC, the Company recognizes revenues from its
portfolio companies based on the appreciation or impairment associated
with its investment in such companies.

Revenues in 2004 resulted principally from the sale and
installation of wireless radio systems to customers. Equipment sales
are recognized when products are delivered without any further
services required. Revenues in 2004 were recognized in accordance
with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition,"
which outlines the basic criteria that must be met to recognize
revenue and provides guidance for presentation of revenue and for
disclosure related to revenue recognition policies in financial
statements filed with the SEC.

(d) Concentrations of Credit Risk.

Financial instruments that potentially subject the Company to
concentrations of credit risk include cash and accounts receivable.
The Company maintains its cash funds in bank certificates of Deposit
or as bank deposits in highly rated credit institutions. At times,
such investments may be in excess of the Federal Deposit Insurance
Corporation insurance limit. At March 31, 2005, these uninsured funds
totaled $718,561.

The Company's customers are located in the United States. The
Company provides an allowance for losses on trade receivables based on
a review of the current status of existing receivables and
management's evaluation of periodic aging of accounts. The Company
charges off accounts receivable against the allowance for losses when
an account is deemed to be uncollectible. It is not the Company's
policy to accrue interest on past due receivables.

Forward Looking Statements.

Information in this Form 10-Q contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended. When used in this Form 10-Q, 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 regarding our adequacy of cash, expectations regarding net
losses and cash flow, statements regarding our growth, our need for
future financing, our dependence on personnel, and our operating
expenses.

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 above, and the risks set forth under
"Risk Factors." These forward-looking statements speak only as of the
date hereof. The Company 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
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities contain elements of risk. We consider
the principal types of risk to be portfolio valuations. We consider
the management of risk essential to conducting our businesses.
Accordingly, our risk management systems and procedures are designed
to identify and analyze our risks, to set appropriate policies and
limits and to continually monitor these risks and limits by means of
reliable administrative and information systems and other policies and
programs.

As a business development company, we invest in illiquid
securities including equity securities of primarily private companies.
Our investments are generally subject to restrictions on resale and
generally have no established trading market. We value substantially
all of our investments at fair value as determined in good faith by
the board of directors in accordance with our valuation policy. There
is no single standard for determining fair value in good faith. As a
result, determining fair value requires that judgment be applied to
the specific facts and circumstances of each portfolio investment
while employing a consistently applied valuation process for the types
of investments we make.

We determine fair value to be the amount for which an investment
could be exchanged in an orderly disposition over a reasonable period
of time between willing parties other than in a forced or liquidation
sale. Our valuation policy considers the fact that no ready market
exists for substantially all of the securities in which we invest.
Our valuation policy is intended to provide a consistent basis for
determining the fair value of the portfolio. We will record
unrealized depreciation on investments when we believe that an
investment has become impaired, including where collection of a loan
or realization of an equity security is doubtful, or when the
enterprise value of the company does not currently support the cost of
our debt or equity investments. Conversely, we will record unrealized
appreciation if we believe that the underlying portfolio company has
appreciated in value and, therefore, our equity security has also
appreciated in value. The value of investments in public securities
is determined using quoted market prices discounted for restrictions
on resale. Without a readily ascertainable market value and because
of the inherent uncertainty of valuation, the fair value of our
investments determined in good faith by the board of directors may
differ significantly from the values that would have been used had a
ready market existed for the investments, and the differences could be
material. In addition, the illiquidity of our investments may
adversely affect our ability to dispose of debt and equity securities
at times when it may be otherwise advantageous for us to liquidate
such investments. In addition, if we were forced to immediately
liquidate some or all of the investments in the portfolio, the
proceeds of such liquidation would be significantly less than the
current value of such investments.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities
Exchange Act of 1934, as amended ("Exchange Act")) that are designed
to ensure that information required to be disclosed in our periodic
reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and
communicated to our management, including our principal (chief)
executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with
the participation of our principal (chief) executive officer and our
principal financial officer, of our disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).
Based upon the evaluation, our principal (chief) executive officer and
our principal financial officer concluded that our disclosure controls
and procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms.

Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, will be or have been
detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion
of two or more people, and/or by management override of the control.
The design of any system of controls 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
stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions,
and/or the degree of compliance with the policies and procedures may
deteriorate. Because of the inherent limitations in a cost-effective
internal control system, misstatements due to error or fraud may occur
and not be detected.

Changes in Controls and Procedures.

During the quarter ended March 31, 2005, there was no change in
our disclosure controls and procedures, or our internal controls over
financial reporting (as defined in Rule 13a-15(f) of the Exchange
act), or in other factors that could affect these controls during our
last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, these controls.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended on March 31, 2005, all sales of
unregistered (restricted) securities have previously been reported in
a Form 8-K. There have been no purchases of common stock of the
Company by the Company or its affiliates during the three months ended
March 31, 2005.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

None.

ITEM 5. OTHER INFORMATION.

Subsequent Events.

(a) On April 29, 2005, the Company issued restricted shares of
common stock as a partial conversion of the first $1,000,000
convertible notes (principal and accrued interest) under the
$2,000,000 Convertible Notes described above, as follows:

Name of Recipient Number of Shares Value

Longview Fund, LP 2,000,000 $9,500

Longview Equity Fund, LP 2,000,000 $9,500

Longview International
Equity Fund, LP 2,000,000 $9,500

Total 6,000,000 $28,500

(b) On April 29, 2005, the Company issued restricted shares of
common stock as a partial conversion of the second $1,000,000
convertible notes (principal and accrued interest) under the
$2,000,000 Convertible Notes described above, as follows:

Name of Recipient Number of Shares Value

Longview Fund, LP 5,000,000 $25,700

Longview Equity Fund, LP 2,408,992 $11,443

Longview International
Equity Fund, LP 1,000,000 $4,749

Total 8,408,992 $41,892

(c) On April 29, 2005, the Company issued restricted shares of
common stock as a partial conversion of the $715,000 Convertible Notes
(principal and accrued interest) described above, as follows:

Name of Recipient Number of Shares Value

Glen Keyser 5,419,348 $26,273

Kelly Goodman 8,204,480 $39,000

Charles Sutton 8,204,480 $39,000

Total 21,828,308 $104,273

(d) As of May 5, 2005, the Company made an additional follow on
investment in the Portfolio Company in the amount of $191,000. The
purpose of the investment was to support the ongoing working capital
and general and administrative expense needs of the Portfolio Company.

(e) On June 3, 2005, the Company's board of directors
unanimously determined that it would be in the best interests of the
Company and its shareholders to seek shareholder approval at an
upcoming annual meeting of shareholders for the Company to file a Form
N-54C (Notification of Withdrawal of Election to be Subject to
Sections 55-65 of the Investment Company Act of 1940); this would
terminate the Company's status as a business development company (BDC).

ITEM 6. EXHIBITS.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: June 6, 2005 /s/ Jerry Dix
Jerry Dix
Chief Executive Officer

Dated: June 6, 2005 /s/ Don Boudewyn
Don Boudewyn
Executive Vice
President/Secretary/Treasurer

EXHIBIT INDEX

Number Description

1 Agency Agreement between the Company and May Davis Group,
Inc., dated April 1, 2003 (incorporated by reference to
Exhibit 1 of the Form 10-QSB/A filed on November 17, 2003).

2.1 Agreement and Plan of Reorganization and Merger between
Tesmark, Inc., an Idaho corporation, and the Company
(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 Company, 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 Company, 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 Company 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 Company and
Wireless Think Tank, dated April 30, 2002 (incorporated by
reference to Exhibit 2 of the Form 8-K filed on August 13,
2002).

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

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

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

3.4 Certificate of Amendment to Articles of Incorporation, dated
January 21, 2003 (incorporated by reference to Exhibit 3.4
of the Form 10-KSB filed on May 8, 2003).

3.5 Certificate of Amendment to Articles of Incorporation, dated
September 16, 2004 (incorporated by reference to Exhibit 3.1
of the Form 8-K filed on September 22, 2004).

3.6 Certificate of Correction, dated September 20, 2004
(incorporated by reference to Exhibit 3.2 of the Form 8-K
filed on September 22, 2004).

3.7 Bylaws, dated September 25, 2002 (incorporated by reference
to Exhibit 3.5 of the Form 10-KSB filed on May 8, 2003).

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

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

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

4.4 Form of Subscription Agreement Between the Company 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 Company's
Counsel) (the following to this agreement have been omitted:
Exhibit E: Board Resolution; Schedule 3(A): Subsidiaries;
Schedule 3(C): Capitalization; Schedule 3(E): Conflicts;
Schedule 3(G): Material Changes; Schedule 3(H): Litigation;
Schedule 3(L): Intellectual Property; Schedule 3(N): Liens;
and Schedule 3(T): Certain Transactions) (incorporated by
reference to Exhibit 4.4 of the Form 10-QSB filed on May 20,
2002).

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

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

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

4.8 Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan, dated June 1, 2003 (incorporated by
reference to Exhibit 4 of the Form S-8 POS filed on June 26, 2003).

4.9 Form of Subscription Agreement Between the Company and
investors (including the following exhibits: Exhibit A: Form
of Debenture ; Exhibit B: Form of Notice of Conversion;
Exhibit C: Form of Opinion; and Exhibit D: Subscription
Procedures) (the following schedules have been omitted:
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 4.9 of
the Form 10-QSB/A filed on November 17, 2003).

4.10 Form of Subordinated, Convertible Note and Warrants
Agreement between the Company 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
Form 10-QSB filed on November 24, 2003)

4.11 Form of Promissory Note issued by the Company to
investors, dated March 4, 2004 (incorporated by reference to
Exhibit 4.1 of the Form 10-QSB/A filed on May 28, 2004).

4.12 Form of Note Purchase Agreement between the Company and
investors, dated March 4, 2004 (incorporated by reference to
Exhibit 4.2 of the Form 10-QSB/A filed on May 28, 2004).

4.13 Form of Warrant issued by the Company to investors,
dated March 4, 2004 (incorporated by reference to Exhibit
4.3 of the Form 10-QSB/A filed on May 28, 2004).

4.14 2004 Non-Employee Directors and Consultants Retainer Stock
Plan, dated June 8, 2004 (incorporated by reference to
Exhibit 4 of the Form S-8 filed on June 21, 2004).

4.15 Subscription Agreement between the Company, on the one
hand, and Longview Fund, LP, Longview Equity Fund, LP, and
Longview International Equity Fund, LP, on the other hand,
dated September 22, 2004 (including the following items:
Exhibit A1: Form of Class A Warrant; Exhibit A2: Form of
Class B Warrant; Exhibit B: Funds Escrow Agreement; Exhibit
E: Shares Escrow Agreement; Exhibit F: Form of Limited
Standstill Agreement; Exhibit G: Security Agreement; and
Exhibit H: Collateral Agent Agreement) (not including the
following items: Attachment 1: Disclosure Schedule; Exhibit
C: Form of Legal Opinion; Exhibit D: Form of Public
Announcement on Form 8-K; Schedule 5(d): Additional
Issuances; Schedule 5(q): Undisclosed Liabilities; Schedule
5(s): Capitalization; Schedule 9(e) Use of Proceeds;
Schedule 9(q): Limited Standstill Providers; and Schedule
11.1: Other Securities to be Registered) (incorporated by
reference to Exhibit 4 of the Form 8-K filed on September
30, 2004).

4.16 Form of Common Stock Purchase Warrant issued by the Company
in favor of Pole Star Communications, Inc., dated November
1, 2004 (incorporated by reference to Exhibit 4 of the Form
8-K filed on November 12, 2004).

4.17 Certificate of Designation of Series A Convertible Preferred
Stock, dated October 5, 2004 (incorporated by reference to
Exhibit 4.17 of the Form 10-KSB filed on March 31, 2005).

4.18 Subscription Agreement between 5G Wireless Communications,
Inc., on the one hand, and Longview Fund, LP, Longview
Equity Fund, LP, and Longview International Equity Fund, LP,
on the other hand, dated March 22, 2005 (including the
following items: Exhibit A: Form of Class A Warrant; Exhibit
B: Funds Escrow Agreement; Exhibit C: Security Agreement;
Exhibit D: Collateral Agent Agreement; and Exhibit G: Form
of Limited Standstill Agreement) (not including the
following items: Attachment 1: Disclosure Schedule; Exhibit
E: Legal Opinion; Exhibit F: Form of Public Announcement or
Form 8-K; Schedule 5(d): Additional
Issuances/Capitalization; Schedule 5(q): Undisclosed
Liabilities; Schedule 5(x): Subsidiaries; Schedule 9(e) Use
of Proceeds; and Schedule 9(p): Limited Standstill
Providers) (incorporated by reference to Exhibit 4.1 of the
Form 8-K filed on March 31, 2005).

4.19 Form of Secured Convertible Note between 5G Wireless
Communications, Inc., on the one hand, and Holders on the
other hand, dated March 22, 2005 (incorporated by reference
to Exhibit 4.3 of the Form 8-K filed on March 31, 2005).

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

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

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

10.4 Executive Employment Agreement between the Company 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 Form 10-QSB filed on
November 24, 2003).

10.5 Independent Consulting Agreement between the Company and
Ghillie Finaz, AG, dated September 22, 2004 (incorporated by
reference to Exhibit 10 of the Form 8-K filed on September
30, 2004).

10.6 Form of agreement between the Company and its independent
directors (incorporated by reference to Exhibit 10.2 of the
Form 10-QSB filed on November 17, 2004).

10.7 Contribution Agreement between the Company and 5G Wireless
Solutions, Inc. (the following to this agreement have been
omitted: Schedule 1: List of Assets; and Schedule 2: List of
Liabilities), dated December 31, 2004 (incorporated by
reference to Exhibit 10 of the Form 8-K filed on January 7, 2005).

14 Code of Ethics, dated October 5, 2004 (incorporated by
reference to Exhibit 14 of the Form 10-KSB filed on March
31, 2005).

16.1 Letter on Change in Certifying Accountant (incorporated by
reference to Exhibit 16 of the Form 8-K/A filed on August
28, 2003).

16.2 Letter on Change in Certifying Accountant (incorporated by
reference to Exhibit 16 of the Form 8-K/A filed on September
30, 2004).

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

31.1 Rule 13a-14(a)/15d-14(a) Certification of Jerry Dix (filed
herewith).

31.2 Rule 13a-14(a)/15d-14(a) Certification of Don Boudewyn
(filed herewith).

32 Section 1350 Certification of Jerry Dix and Don Boudewyn
(filed herewith).

99.1 Patent Application, dated March 28, 2002 (incorporated by
reference to Exhibit 99.2 of the Form 10-KSB filed on May 8, 2003).

99.2 Text of Press Release Issued by the Company, dated September
29, 2004 (incorporated by reference to Exhibit 99.1 of the
Form 8-K filed on September 30, 2004).

99.3 Text of Press Release Issued by the Company, dated September
30, 2004 (incorporated by reference to Exhibit 99.2 of the
Form 8-K filed on September 30, 2004).

99.4 Text of Press Release Issued by the Company, dated October
5, 2004 (incorporated by reference to Exhibit 99 of the Form
8-K filed on October 8, 2004).

99.5 Text of Press Release Issued by the Company dated October
28, 2004 (incorporated by reference to Exhibit 99 of the
Form 8-K filed on November 3, 2004).