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

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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

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5G Wireless Communications, Inc.
4136 Del Rey Avenue
Marina Del Rey, California 90292

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JULY 21, 2005

Notice is hereby given that the Annual Meeting of shareholders
of 5G Wireless Communications, Inc., a Nevada corporation
("Company"), will be held on Thursday, July 21, 2005, at the
executive offices of the Company located at 4136 Del Rey Avenue,
Marina Del Rey, California 90292 at 10:00 a.m. (PDT) for the
following purposes:

1. To elect the following six (6) nominees as directors of the
Company until the next Annual Meeting of shareholders and until their
respective successors shall be elected and qualified: Jerry Dix, Don
Boudewyn, Phil E. Pearce, Stanley A. Hirschman, Murray H. Williams,
and Kirk Haney;

2. To approve a ratification of the decision by the Company's Audit
Committee to retain Squar, Milner, Reehl & Williamson, LLP as the
Company's independent registered accounting firm for the fiscal year
that commenced on January 1, 2005;

3. To approve the filing of a Form N-54C with the Securities and
Exchange Commission (Notification of Withdrawal of Election to be
Subject to Sections 55-65 of the Investment Company Act of 1940),
which would terminate the Company's status as a business development
company (BDC); and

4. To consider on any other matter that properly may come before
the meeting or any adjournment thereof.

Shareholders of record as the close of business on June 20, 2005 are
entitled to vote at the meeting or any postponement or adjournment
thereof.

Please review the voting options on the attached proxy card and
submit your vote promptly. If you attend the Annual Meeting, you may
revoke your Proxy and vote in person if you desire to do so, but
attendance at the Annual Meeting does not itself serve to revoke your
Proxy. Copies of the Company's Annual Report for its fiscal year
ended December 31, 2004 and for the quarter ended on March 31, 2005
will be provided on request or you may obtain a copy online from the
Securities and Exchange Commission Website at www.sec.gov. ("Search
for Company Filings").

By order of the Board of Directors
June 3, 2005

/s/ Don Boudewyn
Don Boudewyn, Secretary

PROXY STATEMENT

5G Wireless Communications, Inc.
4136 Del Rey Avenue
Marina Del Rey, California 90292

This Proxy Statement is being furnished to shareholders at the
direction and on behalf of the board of directors of 5G Wireless
Communications, Inc., a Nevada corporation ("Company"), for the
purpose of soliciting proxies for use at the Annual Meeting of
Shareholders of the Company to be held on Thursday, July 21, 2005 at
4136 Del Rey Avenue, Marina Del Rey, California 90292 at 10:00 a.m.
(PDT). The shares represented by the proxy will be voted in the
manner specified in the proxy. To the extent that no specification
is made as to the proposals set forth in the notice of meeting
accompanying this Proxy Statement, the proxy will be voted in favor
of such proposals. However, any proxy given pursuant to this
solicitation may be revoked at any time before it is exercised by
giving written notice of such revocation to the Secretary of the
Company, by appearing at the meeting and voting in person or by
submitting a later dated proxy. Neither attendance at the meeting
nor voting at the meeting will revoke the proxy. A revocation that
is not timely received will not be taken into account, and the
original proxy will be counted.

Shareholder proposals must be submitted to the Company not later
than June 1, 2006 in order to be included in those matters considered
at the next Annual Meeting of the Company to be held in July 2006.
The cost of preparing, assembling and mailing this Proxy Statement,
the Notice of Annual Meeting of Shareholders and the accompanying
Proxy is being borne by the Company. Brokers, dealers, banks, or
voting trustees, and their nominees, are requested to forward
soliciting materials to the beneficial owners of shares and will be
reimbursed for their reasonable expenses. This Proxy Statement and
accompanying proxy will be mailed to shareholders on or about June
25, 2005.

VOTING SECURITIES

The record date of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders is the close of business
on June 20, 2005. On June 8, 2005, the Company had issued and
outstanding 956,947,669 shares of $0.001 par value common stock and
3,000,000 shares of Series A preferred stock (each share of which is
presently convertible into 800 shares of common stock). Each holder
of common stock will be entitled to one (1) vote for each share of
common stock held by such shareholder, and each holder of Series A
preferred stock will be entitled to eight hundred (800) votes for
each share of preferred stock held by such shareholder on any matter
that may properly come before the meeting; there will be no
cumulative voting right on any shares.

The presence at the meeting, in person or by proxy, of the
holders of a majority of the voting power as set forth above
outstanding on the record date will constitute a quorum at the
meeting. Votes withheld and abstentions will be counted in
determining the presence of a quorum but will not be voted. Broker
non-votes will not be counted in determining the presence of a quorum
and will not be voted.

All matters to be voted on require an affirmative vote of a
majority of the votes present at the meeting. Pursuant to applicable
Nevada law, there are no dissenter's rights relating to the matters
to be voted on.

STOCK OWNERSHIP

The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
June 8, 2005 (956,947,669 issued and outstanding) and Series A
Preferred Stock as of that date (3,000,000 issued and outstanding) by
(i) all stockholders known to us to be beneficial owners of more than
5% of the outstanding common stock; and (ii) all officers and
directors of the Company, individually and as a group (except as
otherwise noted, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned
by them):

Title of Class Name and Address Amount and Nature Amount and Nature
of Beneficial Owner of Beneficial Class (2)
Owner (1)

Common Stock Jerry Dix 47,275,350 (3) 4.94%
4136 Del Rey Avenue
Marina Del Rey, Ca 90292

Common Stock Don Boudewyn 30,419,161 (4) 3.18%
4136 Del Rey Avenue
Marina Del Rey, Ca 90292

Common Stock Phil E. Pearce 0 0.00%
4136 Del Rey Avenue
Marina Del Rey, Ca 90292

Common Stock Stanley A. Hirschman 0 0.00%
4136 Del Rey Avenue
Marina Del Rey, Ca 90292

Common Stock Murray H. Williams
4136 Del Rey Avenue
Marina Del Rey, Ca 90292 0 0.00%

Common Stock Kirk Haney
4136 Del Rey Avenue
Marina Del Rey, Ca 90292 0 0.00%

Common Stock All Directors and Executive 77,694,511 8.12%
Officers as a
Group (6 persons)

Series A
Preferred
Stock Jerry Dix
4136 Del Rey Avenue
Marina Del Rey, Ca 90292 1,800,000 60.00%

Series A
Preferred
Stock Don Boudewyn
4136 Del Rey Avenue
Marina Del Rey, Ca 90292 1,200,000 40.00%

Series A
Preferred
Stock All Directors and
Executive Officers as a
Group (2 persons) 3,000,000 (5) 100.00%

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

(2) Applicable percentage ownership of common stock is based on
956,947,669 shares issued and outstanding on June 8, 2005 divided by
the total common stock for each beneficial owner. Beneficial
ownership is determined in accordance with the rules and regulations
of the Securities and Exchange Commission. In computing the number
of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options or
convertible or exchangeable into such shares of common stock held by
that person that are currently exercisable, or exercisable within 60
days, are included.

(3) All shares held by Jerry and Karen Dix, joint tenants with right
of survivorship, except for 106,666 shares held by Market Force, Inc.
of which Mr. Dix and Steven Lipman have shared voting and investment
control.

(4) Of the total, 1,184,523 shares are held by Wireless Xstream
Technologies Ltd., which is controlled by Mr. Boudewyn.

(5) The Series A Preferred Stock, issued on October 7, 2004, is
convertible after three years following its issuance, providing the
holder is still employed by the Company. There are no other plans or
arrangements to issue any additional Series A Preferred Stock at this time.

EXECUTIVE COMPENSATION

Summary Compensation Table

Annual compensation Long-term Compensation
Awards Payouts
Name and Other Restricted Securities
principal annual stock underlying LTIP All other
position Year Salary Bonus compensation award(s) options/SARs(1) payouts compensation
($) ($) ($) ($) (#) ($) ($)

Jerry Dix, 2004 136,800 - 159,800(1) - - - -
CEO 2003 216,000 - - - - - -
2002 144,000 - 792,144(2) - - - -

Don Boudewyn, 2004 91,700 - 88,200(3) - - - -
EVP 2003 144,000 - - - - - -
2002 108,000 - 62,000(4) - - - -

Brian Corty, 2004 63,700 - 59,200(5) - - - -
2003 168,000 - - - - - -
2002 120,000 - 792,144(6) - - - -

(1) During 2003 and 2002, Mr. Dix was paid $47,300 and $60,700,
respectively, and had an accrued balance of $293,300 at December
31, 2003, which was paid by the restricted shares issued for
accrued salaries valued at this amount.

(2) Value of stock compensation received by Mr. Dix per a
consulting agreement dated February 6, 2002.

(3) During 2003 and 2002, Mr. Boudewyn was paid $19,350 and
25,500, respectively, and had an accrued balance of $262,650 at
December 31, 2003, which was paid by the restricted shares
issued for accrued salaries valued at this amount.

(4) Value of stock compensation received by Mr. Boudewyn per a
consulting agreement dated February 6, 2002.

(5) Mr. Corty joined the Company in January 2002 and resigned
on September 23, 2004. During 2003 and 2002, Mr. Corty was paid
$83,590 and $68,044, respectively, and had an accrued balance of
$156,322 at December 31, 2003, which was paid by the restricted
shares issued for accrued salaries valued at this amount.

(6) Value of stock compensation received by Mr. Corty per a
consulting agreement dated February 6, 2002.

None of the other current or former officers or directors of the
Company have received compensation exceeding $100,000 over the past
three fiscal years.

Employment Agreements.

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

(b) On February 1, 2002, the Company entered into an
employment agreement with Mr. Boudewyn pursuant to which he is
employed as our vice president, market development, at a monthly base
salary of $7,000 for a term of three years. The Company's board of
directors will review Mr. Boudewyn's pay annually and may, in its
sole discretion, grant an increase as it deems appropriate. Mr.
Boudewyn is also eligible to receive an incentive bonus in the sole
discretion of our board of directors. In addition, Mr. Boudewyn is
eligible to receive an annual performance bonus of up to 80% of his
base annual salary; provided, however, if he achieves 100% completion
of his performance objectives, he is entitled to receive to at least
75% of the performance bonus or 60% of his annual salary. If we
terminate Mr. Boudewyn without cause (as defined in the agreement),
Mr. Boudewyn is entitled to receive severance pay equal to the sum of
the remaining amounts owed under the agreement.

(c) On April 1, 2002, the Company amended Mr. Boudewyn's
agreement to change his title to executive vice president and chief
operations officer and to increase his monthly base salary to $9,000
commencing on April 1, 2002. Under this amendment, Mr. Boudewyn's
base monthly salary will increase to $12,000 in year two and $15,000
in year three. Currently, Mr. Boudewyn is the executive vice
president, secretary/treasurer and principal financial officer of the
Company.

Other Compensation.

(a) There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Company in the event of retirement at normal retirement date as there
was no existing plan as of December 31, 2004 provided for or
contributed to by the company.

(b) With the exception of director compensation, no
remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director. Our
independent directors, under their agreements with the Company (see
Exhibit 10.3), receive $3,000 per month ($36,000 per year).

ELECTION OF DIRECTORS

Directors and Executive Officers.

The names, ages, and respective positions of the directors and
executive officers of the Company are set forth below. The directors
named below will serve until the next annual meeting of our
stockholders or until their successors are duly elected and have
qualified. Directors are elected for a term until the next annual
stockholders' meeting. Officers will hold their positions at the
will of the board of directors, absent any employment agreement, of
which none currently exist or are contemplated.

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

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

Mr. Dix, age 59, has been in the wireless industry since 1994
and was a pioneer in the pre-paid cellular industry with Globalwise
Communications and Prepaid Technologies. In 1995, Dix and his
partner launched PrePay Technologies, a wholly owned subsidiary of
Globalwise Communications. PrePay Technologies was developed with
proprietary technology that enabled PrePay Technology to deliver a
prepaid wireless platform as a re-seller for AirTouch in San Diego,
California. In 1996, Mr. Dix helped found Satellite Control
Technologies, a publicly traded company with patented one and two-way
paging technologies, where he worked until being named president and
chief executive officer of the Company in January 2002. Mr. Dix
helped develop and launch the AlphaTrak locating and control system
that utilizes this patented technology combined with GPS technology
to locate assets in North America.

(b) Don Boudewyn, Executive Vice President/Secretary/Treasurer/Director.

Mr. Boudewyn, age 40, has held his current position with the
Company since January 2002. He has held various positions with the
Company, including president and vice president of international
sales since founding the Company in 2000. From October 1998 to
October 2000, Mr. Boudewyn served as a major account executive and
business development manager for Celterra Vancouver Ltd., where he
was responsible for sales, marketing and business development
strategies for a national fiber optic network. Prior to his
experience in the communications arena, Mr. Boudewyn worked in real
estate from July 1986 to October 1998. He graduated from the British
Columbia Institute of Technology with a Bachelor of Arts degree in
sales and marketing management. He is also a graduate of the UCLA
Director Training & Certification Program.

Mr. Pearce, age 76, has been an independent business consultant
with Phil E. Pearce & Associates and Chairman of Financial Express
Corporation since 1990. Prior to this, Mr. Pearce was senior vice
president and a director of E.F. Hutton, and was chairman of the
board of governors of the National Association of Securities Dealers,
where he was closely involved in the formation of the NASDAQ Stock
Market. He had also been a governor of the New York Stock Exchange
and a member of The Advisory Council to the United States Securities
and Exchange Commission on the Institutional Study of the Stock
Markets. Mr. Pearce is a graduate of the University of South
Carolina and the Wharton School of Investment Banking at the
University of Pennsylvania. He was appointed to the Company's board
of directors on October 4, 2004.

(d) Stanley A. Hirschman, Director.

Mr. Hirschman, age 58, is president of CPointe Associates, Inc.,
an executive management consulting firm that specializes in solutions
for companies with emerging technology-based products and is well-
versed in the challenges of regulated corporate governance. He is
also chairman of the board of Bravo Foods International (a public
company), former chairman of Mustang Software and a former director
of Imaging Diagnostic Systems, Inc., Aqua-Wellington Funds and
ObjectSoft Corporation. While at Mustang Software, Mr. Hirschman took
a hands-on role in the planning and execution of the strategic
initiative resulting in the acquisition of the company by Quintus
Corporation. Prior to establishing CPointe Associates in 1996, he
was vice president of operations, Software Etc., Inc., a 396-retail
store software chain. He also held senior executive management
positions with T.J. Maxx, Gap Stores and Banana Republic. He was
appointed to the Company's board of directors on September 23, 2004.

(e) Murray H. Williams, Director.

Mr. Williams, age 34, is the co-founder of Brand Shopping
Network, Inc., a shopping service that started in 2001. In this
position, he has written the business plan and created five-year
projections and successfully completed a reverse merger into a public
shell. Prior to that, Mr. Williams was one of the founding members
of Buy.com, Inc., where he created, developed and managed the
finance, business development, legal and human resource departments.
Between 1998 and 2001, he developed the finance, legal, business
development and HR departments. Prior to joining Buy.com, he was
employed with KPMG Peat Marwick, LLP from 1993 through 1998, and last
served as a manager in their assurance practice. Mr. Williams
managed a team of over 20 professionals specializing in financial
services with an emphasis on public offerings, private financings and
mergers/acquisitions. He was appointed to the Company's board of
directors on November 8, 2004.

(f) Kirk Haney, Director.

Mr. Haney, age 33, works in Global Business Development for
Cisco Systems, Inc. where he was instrumental in creating Cisco's
global security sales strategy. In addition to leading several of
Cisco's enterprise and advanced technology sales and engineering
teams, he has also been an advisor to Cisco's Corporate Business
Development team on various investment and acquisition candidates.
Prior to his Cisco experience, which began in 1999, Mr. Haney held
senior management positions in sales, marketing and business
development for 3Com Corporation and ArrowPoint Communications
(acquired by Cisco). He holds a Bachelor of Arts degree in political
science from California State University, Long Beach, and an MBA
degree from Pepperdine University. Mr. Haney was appointed to the
Company's board of directors on October 27, 2004.

Certain Relationships and Related Transactions.

During the last two fiscal years there have not been any
relationships, transactions, or proposed transactions to which the
Company was or is to be a party, in which any of the directors,
officers, or 5% or greater shareholders (or any immediate family
thereof) had or is to have a direct or indirect material interest,
other than as set forth below.

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

(b) On July 4, 2003, the Company entered into an employment
agreement with Peter Trepp pursuant to which he was employed as our
president and chief operating officer at a base annual salary of
$150,000 for a term of three years. Pursuant to the terms of the
agreement, Mr. Trepp received a signing bonus of 432,080 shares of
our common stock. This agreement terminated upon Mr. Trepp's
resignation on May 1, 2004.

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

(d) 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. For further details on these loans,
please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

(e) In March 2004, the Company borrowed $250,000 under
convertible notes payable, of which $100,000 came from management or
individuals related to certain management personnel ($50,000 came
from Mr. & Mrs. Trepp, Mr. Trepp being the former president, $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). For further details on these
loans, please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."

(f) In March 2004, the Company issued 1,000,000 restricted
shares of common stock to Mr. Corty, a former director, for expenses
incurred on behalf of the Company in the amount of $23,950.

(g) On June 30, 2004 and September 30, 2004, the Company issued
a total of 2,255,220 shares of common stock to Mr. Corty for accrued
salaries for 2002, 2003 and 2004.

(h) On September 29, 2004, the Company's board of directors
appointed Stanley A. Hirschman as an independent board member. Mr.
Hirschman owns a one-half percent interest in Redwood Capital
Management, which is the management company for the investors in the
$2,000,000 convertible notes described above.

(i) On October 4, 2004, the Company's board of directors
appointed Phil E. Pearce as an independent board member. Mr. Pearce
owns a one-half percent interest in Redwood Capital Management, which
is the management company for the investors in the $2,000,000
convertible notes described above.

(j) 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 Series A 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. See Exhibit 4.17.

A third party conducted an evaluation prior to the issuance and
concluded that the value of the preferred shares was $200,000,
$50,000 of which was expensed for the year ended December 31, 2004.
The difference of $150,000 is carried as unearned compensation in the
Consolidated Statement of Stockholders' Deficit.

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.

- In the event of 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.

(k) During the year ended December 31, 2004, the Company issued
a total of 33,660,001 restricted shares of common stock to Mr. Dix
for accrued salaries for 2002, 2003 and 2004.

(l) During the year ended December 31, 2004, the Company issued
a total of 28,234,638 restricted shares of common stock to Mr.
Boudewyn for accrued salaries for 2002, 2003 and 2004.

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

Certain of our directors are engaged in other businesses, either
individually or through corporations in which they have an interest,
hold an office, or serve on a board of directors. As a result,
certain conflicts of interest may arise between the Company and
such directors. The Company will attempt to resolve such conflicts
of interest in our favor.

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

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

Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to us under Rule 16a-3(d) during fiscal 2004, and
certain written representations from executive officers and
directors, the Company is aware of the following required reports
that have not been timely filed: (a) Form 4's to cover restricted
shares of common stock issued to Mr. Dix on May 2, 2004, June 30,
2004, September 30, 2004, and December 31, 2004, and a Form 4 to
cover restricted shares of Series A Convertible Preferred Stock
issued to Mr. Dix on October 7, 2004, and a Form 5 by Mr. Dix to
cover these Form 4 issuances (the Form 5 has been filed with the SEC;
(b) Form 4's to cover restricted shares of common stock issued to Mr.
Boudewyn on May 2, 2004, June 30, 2004, September 30, 2004, and
December 31, 2004, a Form 4 to cover restricted shares of Series A
Convertible Preferred Stock issued to Mr. Boudewyn on October 7,
2004, and a Form 5 by Mr. Boudewyn to cover these Form 4 issuances
(the Form 5 has been filed with the SEC); (c) Form 3's to cover
appointment to the board of directors by Messrs Pearce. Hirschman,
Williams and Haney (the Form 3's have been filed with the SEC).
Other than this, the Company is unaware of any other required reports
that were not timely filed.

Code of Ethics.

The Company has adopted a code of ethics that applies to its
board of directors, principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions. The code of ethics in general
prohibits any officer, director or advisory person of the Company
from acquiring any interest in any security which the Company (i) is
considering a purchase or sale thereof, (ii) is being purchased or
sold by the Company, or (iii) is being sold short by the Company.
These persons are required to advise us in writing of his or her
acquisition or sale of any such security.

Committees of the Board of Directors.

(a) Audit Committee.

The Company's audit committee consists of Messrs. Williams,
Pearce, Hirschman, and Haney, all being independent directors. The
audit committee has adopted a written charter (a copy of which is
attached to this proxy statement). Mr. Williams has been designated
the Audit Committee's "financial expert" in compliance with Item
401(e) of Regulation S-B. The Company had no meetings of this
committee in 2004.

The primary responsibility of the Audit Committee is to oversee
our financial reporting process on behalf of the Company's board of
directors and report the result of their activities to the board.
Such responsibilities include, but are limited to, the selection, and
if necessary the replacement, of the Company's independent auditors,
review and discuss with such independent auditors (i) the overall
scope and plans for the audit, (ii) the adequacy and effectiveness of
the accounting and financial controls, including the Company's system
to monitor and manage business risks, and legal and ethical programs,
and (iii) the results of the annual audit, including the financial
statements to be included in our annual report on Form 10-KSB.

The Company's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax
services and other services. Pre-approval is generally provided for
up to one year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a
specific budget. The independent auditors and management are
required to periodically report to the audit committee regarding the
extent of services provided by the independent auditors in accordance
with this pre-approval, and the fees for the services performed to
date. The audit committee may also pre-approve particular services
on a case-by-case basis.

(b) Nominating Committee.

The members of the Company's Nominating Committee are Messrs.
Pearce and Hirschman, both independent directors. The Nominating
Committee has responsibility to: (a) actively seek individuals
qualified to become members of the board of directors; (b) from time
to time recommend individuals for appointment as directors by the
board of directors; (c) set the number of directors that shall
constitute the whole board of directors; (d) nominate directors for
approval by stockholders at an annual meeting of stockholders or
special meeting of stockholders; (e) recommend to the full board of
directors the establishment, charter and membership of the various
committees of the board of directors; (f) annually evaluate the
performance and function of this Nominating Committee; (g) acting
with sole authority, retain and terminate any consulting or search
firm to be used to identify director candidates, including the sole
authority to approve the firm's fees and other retention terms; and
(h) annually, review and update its own charter for consideration by
the board of directors. The Company had no meetings of this
committee in 2004.

There are no specific, minimum qualifications that must be met
by a Nominating Committee recommended nominee for a position on the
Company's board of directors. In addition, there are no specific
qualities or skills that the Nominating Committee believes are
necessary for one or more of the Company's directors to possess.

The nominating committee does not have any policy with regard to
the consideration of any director candidates recommended by security
holders. The Company's board of directors feels that it is
appropriate for the Company not to have such a policy since the
Company will consider director candidates recommended by security
holders anyway and will treat them the same as other recommendations
for the board. Security holders wishing to submit such
recommendation must put them in writing, addressed to the Company's
Secretary, Don Boudewyn.

The nominating committee's process for identifying and
evaluating nominees for director, including any recommended by
security holders, involves reviewing recommendations among the
members and interviewing certain prospective candidates. There are
no differences between in the manner in which the committee evaluates
nominees based on whether it is recommended by security holders or not.

The nominees for director were recommended to the nominating
committee by Messrs. Dix and Hirschman. The Nominating Committee
does not have a charter.

The Company's Compensation Committee consists of Messrs.
Williams, Pearce, Hirschman, and Haney, all independent directors.
The Compensation Committee has responsibility with respect to
reviewing and overseeing the Company's compensation to directors and
officers of the Company, including the issuance of any stock to these
individuals, reports the results of its activities to the full board
of directors. The Company had one meeting of this committee in 2004.

(d) Governance Committee.

The members of the Company's Governance Committee are Messrs.
Dix, Boudewyn, Pearce, and Hirschman, two of which are independent.
The Governance Committee provides guidance and direction regarding
the governance and operation of the Company and assistance to the
board of directors in fulfilling the board of director's
responsibilities relating to good governance and management. The
Company had no meetings of this committee in 2004.

(e) Investment Committee.

The members of the Company's Investment Committee are Messrs.
Williams, Pearce, Hirschman, and Haney, all being independent
directors of the Company. The Investment Committee has
responsibility with respect to reviewing and overseeing the Company's
contemplated investments and portfolio companies and investments on
behalf of the Board and reports the results of its activities to the
full board of directors. Such Investment Committee has the ultimate
authority for and responsibility (i) to evaluate and recommend
investments, and (ii) review and discuss with management (a) the
performance of portfolio companies, (b) the diversity and risk of
the Company's investment portfolio, and, where appropriate, make
recommendations respecting the role or addition of portfolio
investments and (c) all solicited and unsolicited offers to purchase
portfolio companies. The Company had no meetings of this committee
in 2004.

Meetings of the Board of Directors.

During the fiscal year ended December 31, 2004, the total number
of meetings of the board of directors held was seven. None of the
incumbent directors of the Company attended less than 75% of the
total meetings. The board of directors also took action during that
year by unanimous written consent on 34 occasions.

The Company does not have a policy with regard to board members'
attendance at annual meetings. The Company did not have an annual
meeting last year.

Communications to the Board of Directors.

The Company's board of directors does provide a process for
security holders to send communications to the board of directors.
Security holders can send communications to the Company's Secretary,
Don Boudewyn; such communications will then be forwarded to the rest
of the board of directors for review and discussion.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Squar, Milner, Reehl & Williamson, LLP of Newport Beach,
California issued the report for the Company's audited financial
statements for the fiscal year ended December 31, 2004; Carter &
Balsam of Sherman Oaks, California issued the report for the fiscal
year ended December 31, 2003.

Audit Fees.

The aggregate fees billed for each of the last two fiscal years
for professional services rendered by Squar, Milner, Reehl &
Williamson, LLP and Carter & Balsam (collectively, "Accountants") for
the audit of our annual financial statements, and review of financial
statements included in the company's Form 10-QSB's: 2004: $67,000;
and 2003: $40,000.

Audit-Related Fees.

The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the Accountants that are
reasonably related to the performance of the audit or review of our
financial statements and are not reported under Audit Fees above: $0.

Tax Fees.

The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the Accountants for tax compliance,
tax advice, and tax planning: 2004: $9,000; and 2003: $17,400.

All Other Fees.

The aggregate fees billed in each of the last two fiscal years
for products and services provided by the Accountants, other than the
services reported above: $0.

Representatives of Squar, Milner, Reehl & Williamson, LLP are
not expected to be present at the annual meeting. This firm will
have the opportunity to make a statement if they desire to do so.
Finally, representatives of this firm are not expected to be
available to respond to appropriate questions.

The Company's Audit Committee has already appointed Squar,
Milner, Reehl & Williamson, LLP as the independent registered
accounting firm for the fiscal year that commenced on January 1,
2005. The board of directors of the Company recommends a vote FOR a
ratification of the decision to retain Squar, Milner, Reehl &
Williamson, LLP for the fiscal year then commenced.

PROPOSED FILING OF FORM N-54C WITH THE
SECURITIES AND EXCHANGE COMMISSION
TO WITHDRAW ELECTION TO BE A
BUSINESS DEVELOPMENT COMPANY (BDC)

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 the 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) with the Securities and
Exchange Commission. If approved and filed, this action would
terminate the Company's status as a business development company
(BDC) under the Investment Company Act of 1940. Shareholder approval
is sought to file this election withdrawal as soon as a registration
statement is filed with the SEC to register shares to be issued to
Longview Fund, Longview Equity Fund and Longview International Equity
Fund as required by the terms of the convertible debentures issued by
the Company to the Longview Funds. Under the terms of those
debentures, the Company is obligated to issue registered shares in
conversion of any portion of the convertible debentures unless shares
may be issued under the 1-E exemption available to a BDC. In order
to avoid a default under the convertible debentures, the Company will
file the termination of the BDC status as soon as the registration
statement for the shares underlying the Longview funds' convertible
debentures is declared effective by the SEC. The company would
continue as a full reporting public company under the Securities
Exchange Act of 1934 after the termination of the election. It is
the opinion of the board of directors that the costs of
continuing the BDC election outweigh its advantages for the current
plan of business of the Company.

The board of directors of the Company recommends a vote FOR the
filing of a Form N-54C with the Securities and Exchange Commission.

By order of the Board of Directors
June 3, 2005

/s/ Don Boudewyn
Don Boudewyn, Secretary

P R O X Y
5G WIRELESS COMMUNICATIONS, INC.
Annual Meeting of Shareholders To Be Held July 21, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints Don Boudewyn as proxy of the undersigned,
with full power of substitution, and hereby authorizes him to
represent and to vote at the Annual Meeting of Shareholders of 5G
Wireless Communications ("Company") to be held on July 21, 2005, as
designated below, all of the common stock of the Company held of
record by the undersigned on June 20, 2005, at 4136 Del Rey Avenue,
Marina Del Rey, California 90292 at 10:00 a.m. (PDT), for matters
that properly may come before the meeting or any adjournment thereof.

1. ELECTION OF DIRECTORS (circle one):

FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below

Jerry Dix

Don Boudewyn

Phil E. Pearce

Stanley A. Hirschman

Murray H. Williams

Kirk Haney

2. TO APPROVE A RATIFICATION OF THE DECISION BY THE COMPANY'S AUDIT
COMMITTEE TO RETAIN SQUAR, MILNER, REEHL & WILLIAMSON, LLP AS THE
COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR
THAT COMMENCED ON JANUARY 1, 2005; (circle one):

FOR AGAINST ABSTAIN

2. TO APPROVE THE FILING OF A FORM N-54C WITH THE SECURITIES AND
EXCHANGE COMMISSION (NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE
SUBJECT TO SECTIONS 55-65 OF THE INVESTMENT COMPANY ACT OF 1940),
WHICH WOULD TERMINATE THE COMPANY'S STATUS AS A BUSINESS DEVELOPMENT
COMPANY (BDC) (circle one):

FOR AGAINST ABSTAIN

This proxy will be voted as specified. IF NO SPECIFICATION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE. The
undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders of the Company to be held on July 21, 2005
and the Proxy Statement of such meeting.

Dated: ______________, 2005
__________________________________________________
(Signature of Shareholder)

Note: Please sign exactly as name appears on stock certificate (as
indicated on reverse side). All joint owners should sign. When
signing as personal representative, executor, administrator,
attorney, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporation name by president or
other authorized person. If a partnership, please sign in partnership
name by a partner.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

AUDIT COMMITTEE CHARTER

POLICY

The audit committee shall provide assistance to the board of
directors in fulfilling its oversight responsibilities by reviewing
the financial reports and related financial information provided by
the Corporation to governmental agencies or the general public, the
Corporation's system of internal controls and the effectiveness of
its control structure, the Corporation's compliance with designated
laws and regulations, and the Corporation's accounting, internal and
external auditing and financial reporting processes. In discharging
its responsibilities, the audit committee shall:

1. Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system;

2. Review and evaluate the audit procedures and results of the
Corporation's independent auditor and general auditor;

3. Approve, engage and terminate the independent auditor;

4. Review and evaluate the independent auditor's qualifications,
performance and independence;

5. Review, evaluate and approve any non-audit services the
independent auditor may perform for the Corporation and disclose
such approved non-auditor services in periodic reports to
stockholders;

6. Maintain free and open means of communication between the board
of directors, the independent auditor, the general auditor, and
the management of the Corporation;

7. Maintain free and open means of communication between employees
and the audit committee for the processing of complaints
received by the Corporation regarding questionable accounting or
auditing matters, including suspicions of fraudulent activity;

8. At least annually, review and update this charter for
consideration by the board of directors and perform an
evaluation of the audit committee performance and function.

ORGANIZATION

The members of the audit committee shall be appointed by the board of
directors and may be removed by the board of directors. The audit
committee may consult or retain its own outside legal, accounting or
other advisors and shall determine the degree of independence from
the Corporation required from said advisors. The audit committee
shall meet at least four times per year and report directly to the
full board any issues that arise with respect to the quality and
integrity of the Corporation's general financial performance and
reporting and regulatory compliance. The audit committee may also
meet periodically by itself to discuss matters it determines require
private audit committee or board of directors' attention. Further,
the audit committee shall meet separately with management, with the
general auditor and with the independent auditor. The presence of not
less than one-half of the members of the audit committee at a
meeting, either in person or by conference telephone, shall be a
quorum to transact business.

QUALIFICATIONS

The audit committee shall be composed entirely of independent
directors, determined by the board of directors under guidelines
established from time to time by the Board of Directors and its
Nominating Committee. The members of the audit committee, as
determined by the board of directors, shall also meet the
independence and financial expertise requirements of the rules
promulgated by the Securities and Exchange Commission and the various
exchanges on which the stock of the Corporation is listed and traded
from time to time.

INDEPENDENT AUDITORS

The independent auditor shall be engaged by and accountable to the
audit committee and the board of directors. The audit committee shall
have the sole authority to engage and terminate the independent
auditor, to review with the independent auditor the nature and scope
of any disclosed relationships or professional services including all
audit engagement fees and terms, and to take, or recommend that the
board of directors take, appropriate action to ensure the continuing
independence of the auditor. The audit committee shall also set
clear policies and standards relating to the Corporation's hiring of
employees or former employees of the independent auditor to ensure
continued independence throughout.

The audit committee shall, on an annual basis, obtain from the
independent auditor a written disclosure delineating all of its
relationships and professional services as required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees.

Additionally, the audit committee will obtain and review a report of
the independent auditor describing its internal quality-control
procedures, material issues raised by the most recent internal
quality-control review of the independent auditor or an inquiry or
investigation by a governmental authority involving one or more
audits carried out by the independent auditor in the preceding five
years and any steps or procedures taken to deal with any such issues.
After reviewing the independent auditor's report, the audit committee
shall evaluate the auditor's qualifications, performance and
independence. The audit committee shall consider the opinions of
management and the general auditor in making such evaluation.

As required by law, the audit committee shall assure the regular
rotation of the lead and concurring audit partner, and consider
whether there should be a regular rotation of the auditor itself.

The independent auditor shall ascertain that the audit committee is
made aware of and shall timely report to the audit committee all
necessary accounting policies and practices to be used, all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management and the risks of using such alternative treatments, and
inform the audit committee of other material written communications
between the independent auditor and management.

INTERNAL AUDIT

The general auditor of the Corporation shall directly report to the
chairman of the audit committee, with administrative oversight
provided by an appropriate executive officer of the Corporation. The
audit committee will oversee the internal audit function and
determine that the general auditor is establishing, maintaining and
executing appropriate audit programs, policies and procedures that
govern the examination and audit of the ledgers, records, procedures
and operations of the Corporation and its affiliates.

FINANCIAL REPORTING OVERSIGHT

In discharging its responsibilities to oversee governmental and
public reporting of financial information, the audit committee shall:

1. Review and discuss the annual audited financial statements,
footnotes and related disclosures included in the Corporation's
annual report to stockholders and its annual report on Form 10-K
with financial management, the independent auditor, and the
general auditor prior to the release and filing of such documents.

Review with the independent auditor the results of its annual
examination of the financial statements, including their report
thereon, and determine its satisfaction with the disclosures and
content of the financial statements. This review shall cover
discussion of all items required by generally accepted auditing
standards regarding required communications with audit
committees;

2. Ascertain that the results of any internal audit activity or
regulatory reports were appropriately considered in preparing
the financial statements;

3. Review and discuss the quarterly financial results and
information with financial management, the independent auditor,
and the general auditor to determine that the independent
auditor does not take exception to the disclosure and content of
the financial statements on Form 10-Q, to determine that the
results of any internal audit activity or regulatory reports
were appropriately considered in preparing the financial
statements, and to discuss any other matters required to be
communicated to the audit committee by the independent auditor;

4. Review and discuss the types of presentation and information to
be included in earnings press releases, and any additional
financial information and earning guidance generally provided to
analysts and rating agencies;

5. Inquire of management, the general auditor, and the independent
auditor about significant risks or exposures and discuss
guidelines and policies to govern the steps management has taken
to minimize such risk to the Corporation;

6. Review and discuss the form and content of the certification
documents for the quarterly reports on Form 10-Q and the annual
report on Form 10-K with the general auditor, the independent
auditor, the chief financial officer and the chief executive officer;

7. Review the basis for the disclosures made in the annual report
to stockholders under the heading Management's Report on
Internal Controls regarding the control environment of the
Corporation and the annual filing required under the Federal
Deposit Insurance Corporation Improvement Act of 1991;

8. Prepare, review and approve the annual proxy disclosure
regarding the activities and report of the audit committee for
the year.