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 JUNE 30, 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 July 31, 2005, the Company had 954,939,416 shares of common
stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION PAGE

ITEM 1. FINANCIAL STATEMENTS

CONDENSED BALANCE SHEETS AS OF
JUNE 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004 3

SCHEDULE OF INVESTMENTS (UNAUDITED) 4

CONDENSED STATEMENTS OF
OPERATIONS FOR THE THREE MONTHS
ENDED JUNE 30, 2005 AND JUNE 30, 2004 (UNAUDITED) 5

CONDENSED STATEMENTS OF
OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND JUNE 30, 2004 (UNAUDITED) 6

CONDENSED STATEMENTS OF
CASH FLOWS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND JUNE 30, 2004 (UNAUDITED) 7

NOTES TO CONDENSED FINANCIAL STATEMENTS 9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 21

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 43

ITEM 4. CONTROLS AND PROCEDURES 44

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 45

ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS 45

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 47

SIGNATURES 47

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

5G WIRELESS COMMUNICATIONS, INC.
CONDENSED BALANCE SHEETS

<CAPTION
June 30, 2005 December 31, 2004
(Unaudited)

ASSETS

Investment in portfolio company, at fair value $1,116,980 $ 302,230
Cash 85,352 636,904
Prepaid expenses 2,520 2,520
Total assets 1,204,852 941,654

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
Accounts payable and accrued liabilities 756,444 325,716
Notes payable 27,951 57,648
Convertible notes, net of discount 1,597,009 1,191,916
Total liabilities 2,381,404 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;
954,939,416 and 871,037,368 shares
issued and outstanding at June 30, 2005
and December 31, 2004, respectively 954,939 871,037

Additional paid-in capital 19,037,822 17,757,548
Common stock held in escrow (355,556) (355,556)
Restricted preferred stock (150,000) (150,000)
Accumulated deficit (20,666,757) (18,759,655)
Total stockholders' deficit (1,176,552) (633,626)
Total liabilities and stockholders' deficit 1,204,852 941,654

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

5G WIRELESS COMMUNICATIONS, INC.
SCHEDULE OF INVESTMENTS
JUNE 30, 2005
(Unaudited)

Date of Investment
Shares Acquisition Name Industry Cost Fair Value

302,230 December 31, 2004 5G Wireless Telecommunications $1,116,980 $1,116,980(1)
Solutions, Inc.

(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
FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)

2005 2004

Revenues $ - $ 117,246
Cost of revenues - 25,289
Gross profit - 91,957

Operating expenses:
General and administrative 69,505 123,037
Salaries and related 172,735 227,547
Professional/consulting services 222,123 152,836
Depreciation - 21,868
Total operating expenses 464,363 525,288

Operating loss (464,363) (433,331)

Interest expense (including amortization of
financing costs and debt discount) (451,031) (60,095)

Net loss (915,394) (493,426)

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

Basic and diluted weighted average
common shares outstanding 955,317,877 374,589,830

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

5G WIRELESS COMMUNICATIONS, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)

2005 2004

Revenues $ - $ 183,795
Cost of revenues - 54,729
Gross profit - 129,066

Operating expenses:
General and administrative 164,788 262,954
Salaries and related 287,054 762,520
Professional/consulting services 563,874 866,068
Depreciation - 42,190
Total operating expenses 1,015,716 1,933,732

Operating Loss (1,015,716) (1,804,666)

Interest expense (including amortization of
financing costs and debt discount) (891,386) (75,713)
Net loss (1,907,102) (1,880,379)

Loss per common share:
Basic and diluted (0.002) (0.006)

Basic and diluted weighted average
common shares outstanding 913,808,232 334,203,336

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

5G WIRELESS COMMUNICTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)

2005 2004

Cash flows from operating activities:
Net loss $(1,907,102) $(1,880,379)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization of discount on
convertible notes 787,893 47,975
Depreciation - 42,190
Issuance of common stock for services - 1,484,342
Changes in operating assets and liabilities:
Accounts receivable - (30,340)
Other assets - (38,784)
Accounts payable and accrued liabilities 412,104 (597,282)
Net cash flows used in operating activities (707,105) (972,278)

Cash flows from investing activities:
Transfer of cash to portfolio company (814,750) -
Purchases of property and equipment - (32,356)
Net cash flows used in investing activities (814,750) (32,356)

Net cash flows from financing activities:
Principal repayments on notes payables (29,697) (8,164)
Net proceeds from issuance of
convertible notes payable 1,000,000 890,500
Net cash flows provided by financing activities 970,303 882,336
Net decrease in cash (551,552) (122,298)

Cash, beginning of period 636,904 211,670

Cash, end of period 85,352 89,372

Supplemental cash flow information:
Interest 2,286 -
Taxes - -

Supplemental disclosure of non-cash investing
and financing activities:

Conversion of convertible notes and accrued
interest into common stock 442,176 -

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
(Unaudited)

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

In October 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 was 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 intended 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.

On December 31, 2004, the Company transferred certain of its OEM
assets and liabilities into 5G Wireless Solutions, Inc., a portfolio
company ("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 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 cash investments in the Portfolio Company were made
in the first and second quarters of 2005 that are carried at the
investment value.

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 de-elect as a BDC and to
file a Form N-54C (Notification of Withdrawal of Election to be
Subject to Sections 55-65 of the 1940 Act) with the Securities
Exchange Commission ("SEC"). See Note 5.

Basis of Presentation.

In accordance with 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.
Fluctuations in such fair value are to be reflected as an unrealized
gain or loss 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 ("GAAP") 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 GAAP. In
management's opinion, all adjustments (consisting only of normal and
recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the interim periods
presented 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 annual report on Form 10-KSB for the
year ended December 31, 2004.

Going Concern Basis.

The accompanying financial statements have been prepared assuming that
the Company will continue 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.

For the six months ended June 30, 2005, the Company incurred net
losses totaling $1,907,102 and had net cash used in operating
activities totaling $707,105; it had an accumulated deficit of
$20,666,757 as of June 30, 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 fund raising 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. While 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 and 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 make additional investments, take advantage of business
opportunities or respond to competitive pressures, or may be required
to reduce the scope of its planned 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 stockholders.

The Company has been successful in obtaining the required cash
resources through private placements, convertible debentures and notes
payable to fund its operations to date, however, the Company will need
to seek additional funding for operations for the remainder of 2005.

Use of Estimates.

The preparation of financial statements in conformity with GAAP
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 June 30, 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 June 30, 2005.

Concentrations of Credit Risk.

Financial instruments that potentially subject the Company to
concentrations of credit risk include cash and the Portfolio Company's
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 June 30,
2005 there are no funds that are uninsured.

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 net loss by the weighted-average number of common shares
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. Therefore, the calculated diluted loss per share
does not take into account the effect of 2,400,000,000 potential
common shares associated with the conversion of preferred shares, and
other convertible securities and warrants, all of which are considered
anti-dilutive.

Fair Value of Financial Instruments.

For certain of the Company's financial instruments, including cash,
prepaid expenses, notes payable, convertible notes, 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 expense during 2005.

Segment Disclosures.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," requires public companies to report information about
segments of their business in their annual financial statements. 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 June 30, 2005 and
2004, the Company operated in one segment.

Reclassifications.

Certain reclassifications have been made to the prior period 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. During the three months ended March 31, 2005, the Company
invested an additional $378,441 in the Portfolio Company. During the
three months ended June 30, 2005, the Company invested an additional
$436,309 in cash in the Portfolio Company in order to support the
ongoing working capital and general and administrative needs of the
Portfolio Company. The total investment in the Portfolio Company at
June 30, 2005 was $1,116,980. The Company's board of directors
determined that the fair value of such investment approximates its
cost at June 30, 2005.

3. NOTES PAYABLE AND CONVERTIBLE NOTES

Notes payable consist of the following at June 30, 2005:

Note payable, interest bearing at 10% per annum with
principal and interest payment of $2,500 monthly,
maturing in July 2006 $ 25,000

Note payable, interest bearing at 9% per annum with
principal and interest payment of $1,000 monthly,
maturing in September 2005 2,951

Total notes payable 27,951

$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 $150,000 of principal converted,
maturing in March 2006 100,000

$805,000 convertible notes, bearing interest at 9% per
annum, net of discount of $37,249 and $103,000 of
principal converted, due through April 2006 664,751

$2,000,000 convertible notes, bearing interest at 5%,
net of discount of $1,091,040 and $297,209 of
principal converted, maturing in September 2007 611,751

$1,000,000 convertible notes, bearing interest at 5%,
net of discount of $829,493 maturing in March 2007 170,507

Total convertible notes payable 1,597,009

Total $1,624,960

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 stock ("Convertible Preferred
Stock") to Jerry Dix and Don Boudewyn, the Company's chief executive
officer and executive vice president/secretary/treasurer,
respectively, totaling 3,000,000 shares. Each share of Convertible
Preferred Stock is convertible 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, which are restricted, 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. For
accounting purposes, the value of the preferred shares is deferred
compensation and is being amortized over three years. Through June
30, 2005, $50,000 has been expensed and the balance of $150,000 is
carried as restricted preferred stock as part of the 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 the
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, have 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. Subject to the approval of the Company's Compensation
Committee that is comprised of a majority of independent members.

- 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. The Company has booked a preferred stock tax
liability that adjusts on a quarterly basis for the future
taxes, based on valuation of $200,000. This valuation
was conducted by an independent third party. In addition, the
preferred stock has been accounted for by the Company as earned
compensation.

- The Company has accrued an obligation for taxes payable by the
preferred stockholders equal to 30% of the value of the
preferred shares.

- Should the Company conduct a reverse split, both the common and
preferred shares will both be dilutable.

Common Stock

During the three months ended June 30, 2005, in accordance with the
terms of the applicable convertible notes payable agreements, the
Company issued 41,287,302 shares of common stock in connection with
the conversion of convertible notes payable totaling approximately
$198,000 of principal and interest.

During the three months 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.

5. COMMITMENTS AND CONTINGENCIES

Lease Commitments.

The Company leases its office and research and development space of
approximately 10,560 square feet in Marina Del Rey, California, under
a five-year term operating lease agreement expiring in 2008, which
includes rental of rooftop access for the 5G Base Station..

Rent expense approximated $34,000 and $37,000 for the three months
ended June 30, 2005 and 2004, respectively, and $68,000 and $74,000
for the six months then ended, 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, except the following:

On June 15, 2005, the Company received a summons from third parties
seeking damages against a former employee of the Company for breach
of a residential lease and damage to a residential property in 2001.
The claim against the Company alleges that the former employee was a
principal in Wireless ThinkTank (a wholly owned subsidiary of 5G
Wireless Communications, Inc.) and conducted business from such
residence.

Management believes the Company has meritorious claims and defenses
to the plaintiffs' claims and ultimately will prevail on the merits.
However, this matter remains in the early stages of litigation and
there can be no assurance as to the outcome of the lawsuit.
Litigation is subject to inherent uncertainties, and unfavorable
rulings could occur. Were unfavorable rulings to occur, there exists
the possibility of a material adverse impact of money damages on the
Company's financial condition, results of operations, or liquidity of
the period in which the ruling occurs, or future periods.

No accrual has been made for this claim, however, the Company may
incur legal costs in order to defend itself.

De-Election as BDC and Related Matters.

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 stockholders to seek stockholder approval on certain matters.
Pursuant to a preliminary Schedule 14A proxy statement filed with the
SEC (a definitive proxy statement will be mailed to stockholders
after it is filed with the SEC), the Company will be seeking approval
from the stockholders, at the upcoming annual meeting of stockholders
for the Company, for the following (among other things): (a) to
terminate the Company's status as a BDC under the 1940 Act; (b) to
file a Form N-54C (Notification of Withdrawal of Election to be
Subject to Sections 55-65 of the 1940 Act) with the SEC; and (c) to
file a new registration statement on Form S-1.

It is the opinion of the board of directors that the costs of
continuing as a BDC outweigh the advantages for the current plan of
business of the Company.

Current Status as a BDC.

The Company has operated as a BDC since the BDC Election Date. The
Company has recently conducted a review of its compliance with the
1940 Act and the following are areas that the Company believes it may
not be in compliance with the 1940 Act at this time or recently:

- It is a requirement of Section 56 of the 1940 Act to have a
majority of board members be non-interested persons. From the
BDC Election Date until June 27, 2005 (when two of the Company's
directors relinquished their interest in Redwood Grove
Management (the management company for the Longview funds)), the
Company may not have had the requisite majority of non-
interested persons as directors and therefore the Company may
not have complied with this section. Therefore, the actions
taken by the board of directors for such period may not have
valid under the 1940 Act.

- The Company currently does not maintain the proper ratio of
assets to "senior securities"; Section 61 of the 1940 Act
requires that a BDC maintain a ratio of assets to senior
securities of at least 200%. The company is trying to correct
this by reducing the senior securities.

- Prior to the election to become a BDC, the Company entered
certain convertible notes and warrants agreements, dated
September 22, 2004. These agreements and those signed on March
22, 2005 which increased the convertible note by $1,000,000 and
on July 19, 2005 by an additional $300,000 contained provisions
for conversion into common stock of the Company based on 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 Company
believes that the existence of the convertible notes on the BDC
Election Date is not in compliance with the capital structure
rules set forth in Section 61(a) of the 1940 Act since the
shares were sold at below market prices. The Company also
believes that the convertible notes entered into after the BDC
Election Date are not in compliance with Section 61(a) for the
same reason.

The Company has filed a Form 1-E with the SEC for the shares
issuable to the Longview funds pursuant to the conversion rights
under debt agreements. In this Form 1-E, it is estimated that
legal costs in connection with the offering will be $30,000. As
disclosed in a Form 2-E filed with the SEC, the Company has
incurred legal and other expenses of approximately $625,000 in
cash connection with this offering, of which a total of $145,000
was direct legal cost associated with the offering and
approximately $480,000 in associated legal cost relating to the
organizational costs associated with becoming a BDC. Since the
Company may not have been in compliance with certain provisions
of the 1940 Act from the BDC Election Date to the present, then
the shares issued to the Longview funds under the Form 1-E may
not have been issued pursuant to a valid exemption from the
registration requirements of Section 5 of the Securities Act of 1933.

- The Company believes that as of the BDC Election Date, the
Series A preferred stock issued on October 6, 2004 may not have
been in compliance with Section 61(a) of the 1940 Act. In
addition, the Company believes that it may not be in compliance
with Section 63 of the 1940 Act since it was issued for services.

- On December 31, 2004, the Company moved the assets, employees,
and all related contracts and agreements from the Company to 5G
Wireless Solutions, Inc., the portfolio company. As part of its
obligations, the Company issued restricted common shares for the
accrued portion of salaries for the fourth quarter of fiscal
2004. The Company has since requested the return of the shares
issued so as to comply with the requirements of Section 63 of
the 1940 Act. The Company has since received the shares issued
to Jerry Dix and Don Boudewyn, the Company's chief executive
officer and executive vice president/secretary/treasurer,
respectively, which have been cancelled (the value of the shares
has been reflected as a liability so as to comply with the 1940 Act).

There is a risk that the SEC could take enforcement action against
the Company if the SEC determines that the Company has not been in
compliance with the 1940 Act.

Should the Company be unable to obtain approval to terminate its
status as a BDC, then the following may occur:

- The Company may be required to negotiate new terms of all its
senior convertible notes, resulting in damages and penalties
against the Company.

- There is a greater probability that the Company may be
terminated as a going concern.

6. RELATED PARTY TRANSACTIONS

During the second quarter of 2005, 7,085,254 shares were returned to
the Company so as to comply with the 1940 Act. The shares had been
previously issued to two officers to settle accrued salaries totaling
$78,000. The shares have been cancelled and the liability restored as
of June 30, 2005.

7. SUBSEQUENT EVENTS

(a) On July 19, 2005, the Company made an additional follow on
investment in the Portfolio Company in the amount of $191,000 to
support the ongoing working capital and general and administrative
expense needs of the Portfolio Company.

(b) On July 20, 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 up to $300,000 in convertible notes, with Class A Warrants
to purchase one additional share of common stock for each one share
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 $300,000 investment has been received by the Company on
July 20, 2005.

Under the convertible note, they are convertible into shares of
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 ninety trading days preceding a conversion
date. The maximum conversion price is $0.01 per share.

On July 26, 2005, the Company entered into a Modification and
Amendment Agreement for the purpose of accelerating the funding of an
aggregate of $100,000 of the Second Closing, as defined in the
Subscription Agreement.

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 of America ("GAAP").

Overview.

In October 2004, the Company elected, by the filing of a Form N-
54A with the Securities and Exchange Commission ("SEC"), 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 has focused on the marketing and sales
of its innovative wireless solutions to large campus & enterprise
wide-area-networks ("WAN") and citywide WAN. In addition to
manufacturing the existing product line, the Portfolio Company has
focused on developing new solutions that create larger and more
efficient wireless networks.

(a) Current Status as a 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 stockholders to seek stockholder approval on certain matters.
Pursuant to a preliminary Schedule 14A proxy statement filed with the
SEC (a definitive proxy statement will be mailed to stockholders
after it is filed with the SEC), the Company will be seeking approval
from the common stockholders, at the upcoming annual meeting of
stockholders for the Company, for the following (among other things):
(a) to terminate the Company's status as a BDC under the 1940 Act;
(b) to file a Form N-54C (Notification of Withdrawal of Election to
be Subject to Sections 55-65 of the 1940 Act) with the SEC; and (c)
to file a new registration statement on Form S-1. It is the opinion
of the board of directors that the costs of continuing as a BDC
outweigh the advantages for the current plan of business of the Company.

The following describes these matters for stockholder approval
in more detail:

(1) Approval of the termination of the Company's status as a BDC:

The Company has operated as a BDC since October 19, 2004 ("BDC
Election Date"). The Company has recently conducted a review of its
compliance with the 1940 Act and the following are areas that the
Company believes it may not be in compliance with the 1940 Act at
this time or recently:

With reference to these notes, the Company cannot precisely show
the amount of shares to be issued upon conversion since the
conversion price is related to the market price upon conversion
and not a set price. However, the following regarding dilution
in connection with shares issued under these notes can be
disclosed:

The following assumptions can be made: (a) each Longview fund
converts 4.99% each quarter; (b) all of the shares converted are
sold during that quarter; and (c) conversion price (based on the
current market price of the Company's common stock) would be
$0.00475 per share. Based on the assumptions, each fund would
be able to convert a maximum of 28,393,529 each quarter over the
next five years, with an estimated total shares to be issued of
569,008,598. But for the maximum 4.99% limit on conversions,
the Longview funds could have converted a greater percentage of
the Company's common stock.

As of August 11, 2005, the total principal and interest under
these notes in the amount of $454,854 had been converted into
91,252,938 shares of common stock.

There is a risk that the SEC could take enforcement action
against the Company if the SEC determines that the Company has not
been in compliance with the 1940 Act.

Should Stockholders Not Approve the De-Election as a BDC.

It is the opinion of the Company's board of directors that the
costs of continuing as a BDC outweigh the advantages for the current
plan of business of the Company. Failure to gain approval may result
in the following:

- The Company may be required to negotiate new terms of all its
senior convertible notes, resulting in damages and penalties
against the Company.

- There is a greater probability that the Company may be
terminated as a going concern.

Should the Stockholders Approve the De-Election as a BDC.

Should stockholders approved the de-election as a BDC, they
would be giving up the rights to the following:

- Asset coverage ratio that is designed to protect stockholders
value by having security in an asset. Section 61 of the 1940
Act requires that a BDC maintain a ratio of assets to senior
securities of at least 200%.

- We may not change the nature of our business so as to cease to
be, or withdraw our election as, a BDC unless authorized by vote
of a "majority of the outstanding voting securities," as defined
in the 1940 Act.

- Furthermore, as a BDC, we are prohibited from protecting any
director or officer against any liability to the Company or our
stockholders arising from willful malfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such person's office.

- Additionally, we are required to provide and maintain a bond
issued by a reputable fidelity insurance company to protect us
against larceny and embezzlement.

- A majority of our directors must be persons who are not
interested persons, as that term is defined in Section 56 of the
1940 Act.

- The protections set forth in Section 57 of the 1940 Act, which
requires, in part, the following:

a. Transactions involving controlling or closely affiliated
persons. It shall be unlawful for any person who is related to a business
development company in a manner described in subsection (b) of this section,
acting as principal-

1. knowingly to sell any security or other property to
such business development company or to any company controlled by such business
development company, unless such sale involves solely (A) securities of
which the buyer is the issuer, or (B) securities of which the seller is the
issuer and which are part of a general offering to the holders of a class of
its securities;

2. knowingly to purchase from such business development company or from
any company controlled by such business development company, any security or
other property (except securities of which the seller is the issuer);

3. knowingly to borrow money or other property from such business
development company or from any company controlled by such business development
company (unless the borrower is controlled by the lender), except as permitted
in section 21(b) [15 USCS 80a-21(b)] or section 62 [15 USCS 80a-61]; or

4. knowingly to effect any transaction in which such business development
company or a company controlled by such business development company is a joint
or a joint and several participant with such person in contravention of such
rules and regulations as the Commission may prescribe for the purpose of
limiting or preventing participation by such business development company or
controlled company on a basis less advantageous than that of such person,
except that nothing contained in this paragraph shall be deemed to preclude any
person from acting as manager of any underwriting syndicate or other group in
which such business development company or controlled company is a participant
and receiving compensation therefor.

b. Controlling or closely affiliated persons. The provisions
of subsection (a) of this section shall apply to the following persons:

1. Any director, officer, employee, or member of an advisory board of a
business development company or any person (other than the business development
company itself) who is, within the meaning of section 2(a)(3)(C) of this title
[15 USCS 80a-2(a)(3)(C)], an affiliated person of any such person specified in
this paragraph.

2. Any investment adviser or promoter of, general partner in, principal
underwriter for, or person directly or indirectly either controlling,
controlled by, or under common control with, a business development company
(except the business development company itself and any person who, if it were
not directly or indirectly controlled by the business development company,
would not be directly or indirectly under the control of a person who controls
the business development company), or any person who is, within the meaning of
section 2(a)(3)(C) or (D) [15 USCS 80a-2(a)(3)(C) or (D)], an affiliated
person of any such person specified in this paragraph.

c. Exemption orders. Notwithstanding paragraphs (1), (2), and

(3) of subsection (a), any person may file with the Commission an
application for an order exempting a proposed transaction of the applicant from
one or more provisions of such paragraphs. The Commission shall grant
such application and issue such order of exemption if evidence establishes
that-

1. the terms of the proposed transaction, including the consideration to
be paid or received, are reasonable and fair and do not involve overreaching of
the business development company or its shareholders or partners on the part of
any person concerned;

2. the proposed transaction is consistent with the policy of the business
development company as recited in the filings made by such company with the
Commission under the Securities Act of 1933, its registration statement and
reports filed under the Securities Exchange Act of 1934, and its reports to
shareholders or partners; and

3. the proposed transaction is consistent with the general purposes of
this title.

d. Transactions involving noncontrolling shareholders or affiliated
persons. It shall be unlawful for any person who is related to a business
development company in the manner described in subsection (e) of this section
and who is not subject to the prohibitions of subsection (a) of
this section, acting as principal-

2. knowingly to purchase from such business development
company or from any company controlled by such business development company,
any security or other property (except securities of which the seller is the
issuer);

3. knowingly to borrow money or other property from such
business development company or from any company controlled by such business
development company (unless the borrower is controlled by the lender),
except as permitted in section 21(b) [15 USCS 80a-21(b)]; or

4. knowingly to effect any transaction in which such
business development company or a company controlled by such business
development company is a joint or a joint and several participant with such
affiliated person in contravention of such rules and regulations
as the Commission may prescribe for the purpose of limiting or preventing
participation by such business development company or controlled company on a
basis less advantageous than that of such affiliated person, except that
nothing contained in this paragraph shall be deemed to preclude any person from
acting as manager of any underwriting syndicate or other group in which such
business development company or controlled company is a participant and
receiving compensation therefor.

e. Noncontrolling shareholders or affiliated persons;
executive officer. The provisions of subsection (d) of this section shall apply
to the following persons:

1. Any person (A) who is, within the meaning of section
2(a)(3)(A) [15 USCS 80a-2(a)(3)(A)], an affiliated person of a business
development company, (B) who is an executive officer or a director of, or
general partner in, any such affiliated person, or (C) who directly or
indirectly either controls, is controlled by, or is under common control with,
such affiliated person.

2. Any person who is an affiliated person of a director,
officer, employee, investment adviser, member of an advisory board or promoter
of, principal underwriter for, general partner in, or an affiliated person of
any person directly or indirectly either controlling or under common control
with a business development company (except the business development company
itself and any person who, if it were not directly or indirectly controlled by
the business development company, would not be directly or indirectly under
the control of a person who controls the business development company).

For purposes of this subsection, the term "executive officer" means the
president, secretary, treasurer, any vice president in charge of a principal
business function, and any other person who performs similar policymaking
functions.

f. Approval of proposed transactions. Notwithstanding
subsection (d) of this section, a person described in subsection (e) may engage
in a proposed transaction described in subsection (d) if such proposed
transaction is approved by the required majority (as defined in
subsection (o)) of the directors of or general partners in the business
development company on the basis that-

1. the terms thereof, including the consideration to be
paid or received, are reasonable and fair to the shareholders or partners of
the business development company and do not involve overreaching of such
company or its shareholders or partners on the part of any person concerned;

2. the proposed transaction is consistent with the
interests of the shareholders or partners of the business development company
and is consistent with the policy of such company as recited in filings made
by such company with the Commission under the Securities Act of 1933, its
registration statement and reports filed under the Securities Exchange Act
of 1934, and its reports to shareholders or partners; and

3. the directors or general partners record in their
minutes and preserve in their records, for such periods as if such records were
required to be maintained pursuant to section 31(a) [15 USCS 80a-30(a)], a
description of such transaction, their findings, the information or materials
upon which their findings were based, and the basis therefor.

g. Transactions in the ordinary course of business.

Notwithstanding subsection (a) or (d), a person may, in
the ordinary course of business, sell to or purchase from any company
merchandise or may enter into a lessor-lessee relationship with any person and
furnish the services incident thereto.

h. Inquiry procedures. The directors of or general partners
in any business development company shall adopt, and periodically review and
update as appropriate, procedures reasonably designed to ensure that reasonable
inquiry is made, prior to the consummation of any transaction in
which such business development company or a company controlled by such
business development company proposes to participate, with respect to the
possible involvement in the transaction of persons described in subsections (b)
and (e) of this section.

- The protections set forth in Section 61 of the 1940 Act, which
requires the following:

a. Exceptions for business development company.

Notwithstanding the exemption set forth in section 6(f)
[15 USCS 80a-6(f)], section 18 [15 USCS 80a-18] shall apply to a business
development company to the same extent as if it were a registered closed-end
investment company, except as follows:

1. The asset coverage requirements of section 18(a)(1)(A) and (B)
[15 USCS 80a-18(a)(1)(A), (B)] applicable to business development companies
shall be 200 per centum.

2. Notwithstanding section 18(c) [15 USCS 80a-18(c)],
a business development company may issue more than one class of senior security
representing indebtedness.

3. Notwithstanding section 18(d) [15 USCS 80a-18(d)]-

A. a business development company may issue warrants, options, or rights
to subscribe or convert to voting securities of such company, accompanied by
securities, if-

i. such warrants, options, or rights expire by their terms within ten
years;

ii. such warrants, options, or rights are not separately transferable
unless no class of such warrants, options, or rights and the securities
accompanying them has been publicly distributed;

iii. the exercise or conversion price is not less than the current market
value at the date of issuance, or if no such market value exists, the current
net asset value of such voting securities; and

iv. the proposal to issue such securities is authorized by the
shareholders or partners of such business development company, and
such issuance is approved by the required majority (as defined in section 57(o)
[15 USCS 80a-56(o)]) of the directors of or general partners in such company
on the basis that such issuance is in the best interests of such company and
its shareholders or partners;

B. a business development company may issue, to its
directors, officers, employees, and general partners, warrants, options, and
rights to purchase voting securities of such company pursuant to an executive
compensation plan, if-

i. (I) in the case of warrants, options, or rights issued to any officer
or employee of such business development company (including any officer or
employee who is also a director of such company), such securities satisfy the
conditions in clauses (i), (iii), and (iv) of subparagraph (A); or (II) in the
case of warrants, options, or rights issued to any director of such business
development company who is not also an officer or employee of such company, or
to any general partner in such company, the proposal to issue such securities
satisfies the conditions in clauses (i) and (iii) of subparagraph (A), is
authorized by the shareholders or partners of such company, and is approved by
order of the Commission, upon application, on the basis that the terms of the
proposal are fair and reasonable and do not involve overreaching of such
company or its shareholders or partners;

ii. such securities are not transferable except
for disposition by gift, will, or intestacy;

iii. no investment adviser of such business
development company receives any compensation described in paragraph (1) of
section 205 of title II of this Act except to the extent permitted by clause
(A) or (B) of that section; and

iv. such business development company does not have a profit-sharing plan
described in section 57(n) [15 USCS 80a-56(n)]; and

C. a business development company may issue warrants, options, or rights
to subscribe to, convert to, or purchase voting securities not
accompanied by securities, if-

i. such warrants, options, or rights satisfy the conditions in clauses
(i) and (iii) of subparagraph (A); and

ii. the proposal to issue such warrants, options, or rights is authorized
by the shareholders or partners of such business development company, and such
issuance is approved by the required majority (as defined in section 57(o) [15
USCS 80a-56(o)]) of the directors of or general partners in such company on
the basis that such issuance is in the best interests of the company and its
shareholders or partners.

Notwithstanding this paragraph, the amount of voting
securities that would result from the exercise of all outstanding warrants,
options, and rights at the time of issuance shall not exceed 25 per centum of
the outstanding voting securities of the business development company, except
that if the amount of voting securities that would result from the exercise
of all outstanding warrants, options, and rights issued to such company's
directors, officers, employees, and general partners pursuant to any
executive compensation plan meeting the requirements of subparagraph (B) of
this paragraph would exceed 15 per centum of the outstanding voting securities
of such company, then the total amount of voting securities that would result
from the exercise of all outstanding warrants, options, and rights at the time
of issuance shall not exceed 20 per centum of the outstanding voting securities
of such company.

4. For purposes of measuring the asset coverage
requirements of section 18(a) [15 USCS 80a-18(a)], a senior security created
by the guarantee by a business development company of indebtedness issued
by another company shall be the amount of the maximum potential liability less
the fair market value of the net unencumbered assets (plus the indebtedness
which has been guaranteed) available in the borrowing company whose debts have
been guaranteed, except that a guarantee issued by a business development
company of indebtedness issued by a company which is a wholly-owned subsidiary
of the business development company and is licensed as a small business
investment company under the Small Business Investment Act of 1958 shall not be
deemed to be a senior security of such business development company
for purposes of section 18(a) [15 USCS 80a-18(a)] if the amount of the
indebtedness at the time of its issuance by the borrowing company is itself
taken fully into account as a liability by such business development company,
as if it were issued by such business development company, in determining
whether such business development company, at that time, satisfies the asset
coverage requirements of section 18(a) [15 USCS 80a-18(a)].

b. Compliance. A business development company shall comply
with the provisions of this section at the time it becomes
subject to sections 55 through 65 [15 USCS 80a-54-80a-64], as if it were
issuing a security of each class which it has outstanding at such time.

- The protections set forth in Section 63 of the 1940 Act, which
requires the following:

Notwithstanding the exemption set forth in section 6(f) [15
USCS 80a-6(f)], section 23 [15 USCS 80a-23] shall apply to
a business development company to the same extent as if it were
a registered closed-end investment company, except as follows:

1. The prohibitions of section 23(a)(2) [15 USCS 80a-
23(a)(2)] shall not apply to any company which (A) is a wholly-owned subsidiary
of, or directly or indirectly controlled by, a business development company,
and (B) immediately after the issuance of any of its securities
for property other than cash or securities, will not be an investment company
within the meaning of section 3(a) [15 USCS 80a-3(a)].

2. Notwithstanding the provisions of section 23(b) [15 USCS
80a-23(b)], a business development company may sell any common stock of which
it is the issuer at a price below the current net asset value of such stock,
and may sell warrants, options, or rights to acquire any such common
stock at a price below the current net asset value of such stock, if-

A. the holders of a majority of such business development company's
outstanding voting securities, and the holders of a majority of such company's
outstanding voting securities that are not affiliated persons of such company,
approved such company's policy and practice of making such sales of
securities at the last annual meeting of shareholders or partners within one
year immediately prior to any such sale, except that the shareholder approval
requirements of this subparagraph shall not apply to the initial public
offering by a business development company of its securities;

B. a required majority (as defined in section 57(o) [15
USCS 80a-56(o)]) of the directors of or general partners in such business
development company have determined that any such sale would be in the best
interests of such company and its shareholders or partners; and

C. a required majority (as defined in section 57(o) [15
USCS 80a-56(o)]) of the directors of or general partners in such business
development company, in consultation with the underwriter or underwriters of
the offering if it is to be underwritten, have determined in good faith, and as
of a time immediately prior to the first solicitation by or on
behalf of such company of firm commitments to purchase such securities or
immediately prior to the issuance of such securities, that the price at which
such securities are to be sold is not less than a price which closely
approximates the market value of those securities, less any distributing
commission or discount.

3. A business development company may sell any common stock
of which it is the issuer at a price below the current net
asset value of such stock upon the exercise of any warrant, option, or right
issued in accordance with section 61(a)(3) [15 USCS 80a-60(a)(3)].

By approving the withdrawal, the Company would be able to return
to a standard operating company with a wholly owned subsidiary, 5G
Wireless Solutions, Inc. The Company would continue as a reporting
public company; however, it would still be subject to the Securities
Exchange Act of 1934 but not subject to the 1940 Act. In addition,
all corporate governance items adopted by the Company in compliance
with its status as a BDC would be permanently retained, including its
current majority of independent directors and all the committees
established to date. The Company would also maintain a bond issued
by a reputable fidelity insurance company to protect us against
larceny and embezzlement. However, the Company would not follow the
rules set forth in Sections 61 and Section 63 of the 1940 Act, as
discussed above, since the board of directors believe that this would
hinder its operations.

(2) approval to file a Form N-54C with the SEC:

If stockholders approve the de-election as a BDC, then a Form
N54-C is required to be filed with the SEC to make this de-election
effective.

(3) approval of a filing for a new registration statement on
Form S-1:

In order to comply with the provisions of the subscription
agreements in connection with the Longview financings, the Company
must maintain a current registration statement for the purpose of
registering the shares issued in connection with the notes;
otherwise, the Company will be in default under these notes. The
Company proposes to file with the SEC and make effective a Form S-1,
which will replace the Form 1-E, which will no longer be effective
once the Company files a Form N54-C (if this is approved by
stockholders).

Since the fair value of 5G Wireless Solutions, Inc.
substantially equals the cost basis, the result of such approvals
would not change the net asset value of the Company. The assets and
liabilities of 5G Wireless Solutions, Inc. would be reflected in the
Company's consolidated financial statements, rather than the current
presentation where the total value of 5G Wireless Solutions, Inc. is
presented as a single line item in the Company's balance sheet.
Additionally, the results of operations of 5G Wireless Solutions,
Inc. would be reflected in the Company's consolidated statement of
operations, rather than the change in fair value of that entity being
presented as net appreciation or depreciation in the fair value of
that entity in the Company's statement of operations. To date, the
Company has not recorded any appreciation or depreciation in the fair
value of such investment.

(b) Current Operation as a BDC.

A BDC is defined and regulated by the 1940 Act. A BDC 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 BDC may use capital provided by
public stockholders and from other sources to invest in long-term,
private investments in businesses. A BDC provides stockholders 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 BDC, 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 BDC); 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 BDC and has an affiliate of a BDC
on its board of directors.

To include certain securities described above as qualifying
assets for the purpose of the 70% test, a BDC 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 BDC, 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. The Company currently doesn't maintain the
proper ratio of assets to "senior securities" but the Company is
trying to correct this by reducing the senior securities. 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 SEC.

As a BDC, 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.

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 BDC 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 BDC, we are prohibited
from protecting any director or officer against any liability to the
Company or our stockholders 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 BDC 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 BDC 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 BDC 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 June 30, 2005, approximately 93% of
our total assets represented the investment in the Portfolio Company.
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.

(b) Description of Methodology.

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.

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 BDC, 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.

On December 31, 2004, the Company transferred 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 ended June 30, 2005 the Company invested an
additional $436,309 in the Portfolio Company. This brings the total
investment in the Portfolio Company to $1,116,980 as of June 30, 2005.

Results of Operations.

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

(a) Revenues.

As a BDC (since October 19, 2004), the Company records revenue
from its appreciation and dividends in its portfolio company. There
has been no such revenue in 2005.

(b) Operating Expenses.

The Company reported a decrease in operating expenses of
$918,016, or approximately 47%, from $1,933,732 for the six months
ended June 30, 2004 to $1,015,716 for the six months ended June 30,
2005. Total operating expenses decreased by $60,925, or approximately
12%, from $525,288 for the three months ended June 30, 2004 to
$464,363 for the three months ended June 30, 2005.

The decreases for the three and six months ended June 30 were
primarily attributable to decreases in general and administrative
expenses, as well as salaries and related expenses. These decreases
were partially offset by increases in professional fees resulting from
legal services related to the BDC. Going forward, these expenses are
expected to remain relatively stable for the remainder of the year.

Interest expense resulted in an increase of $815,673, or
approximately 1077%, from $75,713 for the six months ended June 30,
2004 to $891,386 for the six months ended June 30, 2005. Interest
expenses increased by $390,936, or approximately 651%, from $60,095
for the three months ended June 30, 2004 to $451,031 for the three
months ended June 30, 2005.

These increases were primarily due to the beneficial conversion
feature ("BCF") associated with our convertible debentures. 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 debt instrument and recorded such amount as a debt discount.
Such discount is being amortized to interest expense over the term of
the notes and such amortization has resulted in higher than expected
interest expense.

(d) Net loss

Net loss increased by $421,968, or approximately 86%, from a net
loss of $493,426 for the three months ended June 30, 2004 to a net
loss of $915,394 for the three months ended June 30, 2005. Net loss
increased by $26,723, or approximately 1%, from a net loss of
$1,880,379 for the six months ended June 30, 2004 to a net loss of
$1,907,102 for the six months ended June 30, 2005. These increases
can be attributed to the factors described above.

Operating Activities.

The net cash used in operating activities was $707,105 for the
six months ended June 30, 2005 compared to $972,278 for the six months
ended June 30, 2004, a decrease of $265,173 or approximately 27%.
This decrease is attributed primarily to a reduction in operating
expenses in the current year.

Investing Activities.

Net cash used in investing activities increased to $814,750
during the six months ended June 30, 2005 as compared to $32,356
during the six months ended June 30, 2004 as a result of the
investments made in the Portfolio Company in 2005.

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 June 30, 2005, the Company had cash of $85,352. In
addition to the net loss of $915,394 for the three months ended June
30, 2005 and net loss of $1,907,102 for the six months ended June 30,
2005, the Company incurred losses of $4,989,200 for the year ended
December 31, 2004. As of June 30, 2005, the Company had an
accumulated deficit of $20,666,757. 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 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's operations to date, however, the
company will need to seek additional funding for operations for the
remainder of 2005.

Risk Factors.

Investing in the Company involves a number of significant risks
relating to our current 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 BDC.

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 our
operations or us. 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
stockholders 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) De-Election as a BDC Will Affect Certain Rights of Shareholders.

As previously discussed, the Company intends to seek approval of
the Company's common stockholders at the upcoming annual meeting of
Company stockholders for the Company to terminate its status as a BDC.
Should stockholders approved the de-election as a BDC, they would be
giving up certain rights, as also previously discussed.

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.

(d) Our Portfolio of Investments Will Be Illiquid.

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.

(e) 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 93% of all
the assets of the Company at June 30, 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.

(f) 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.

(g) 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.

(h) 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.

(i) 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.

(j) 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.

(k) 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.

(l) 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 companies
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 our portfolio companies or that our portfolio
companies will not take actions that could be detrimental to us.

(m) 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.

(n) 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.

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

Mr. Dix and Mr. Boudewyn beneficially own approximately 8.92% of
our common stock and all the restricted 3,000,000 convertible Series A
preferred shares that 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 stockholders 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.

(p) 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.

(q) 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.

(r) 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.

(s) 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.

(t) 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.

The Company leases its office and research and development space
of approximately 10,560 square feet in Marina Del Rey, California,
under a five-year term operating lease agreement expiring in 2008.
Rent expense approximated $35,000 and $37,000 for the three months
ended June 30, 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 the
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 June 30, 2005, there are no funds
that are uninsured.

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 BDC, 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 Company's 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 Company's 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 June 30, 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. In March 2005, the
Company hired a full time controller.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On June 15, 2005, the Company received a summons from third
parties seeking damages against a former employee of the Company for
breach of a residential lease and damage to a residential property in
2001. The claim against the Company filed in New York Supreme Court
(Chenango County) alleges that the former employee was a principal in
Wireless ThinkTank (a wholly owned subsidiary of 5G Wireless
Communications, Inc.) and conducted business from such residence.

Management believes the Company has meritorious claims and
defenses to the plaintiffs' claims and ultimately will prevail on the
merits. However, this matter remains in the early stages of
litigation and there can be no assurance as to the outcome of the
lawsuit. Litigation is subject to inherent uncertainties, and
unfavorable rulings could occur. Were unfavorable rulings to occur,
there exists the possibility of a material adverse impact of money
damages on the Company's financial condition, results of operations,
or liquidity of the period in which the ruling occurs, or future periods.

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

During the quarter ended on June 30, 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
June 30, 2005.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

On June 14, 2005, the Registrant filed a preliminary Schedule 14A
proxy statement in connection with the upcoming annual meeting of
shareholders of the Company. In such document, the meeting date of
July 21, 2005 was stated. However, as a result of responding to
certain comments from the SEC in connection with this document, the
meeting date will be changed. As soon as the definitive proxy
statement is filed with the SEC and mailed out to shareholders (which
will result in the solicitation of proxies for this meeting), the
final meeting date will be disclosed.

ITEM 5. OTHER INFORMATION.

Subsequent Events.

(a) On July 19, 2005, the Company made an additional follow on
investment in the Portfolio Company in the amount of $191,000 since
June 30, 2005. The purpose of the investment was to support the
ongoing working capital and general and administrative expense needs
of the Portfolio Company.

Under the convertible note, they are convertible into shares of
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 ninety trading days preceding a conversion
date. The maximum conversion price is $0.01 per share. See Exhibit
A1 to Exhibit 4.20.

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. See Exhibit F to Exhibit 4.1.
On July 26, 2005, the Company entered into a Modification and
Amendment Agreement for the purpose of accelerating the funding of an
aggregate of $100,000 of the Second Closing, as defined in the
Subscription Agreement. See Exhibit F to Exhibit 4.20.

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: August 12, 2005 /s/ Jerry Dix
Jerry Dix
Chief Executive Officer

Dated: August 12, 2005 /s/ Don Boudewyn
Don Boudewyn
Executive Vice
President/Secretary/Treasurer
(principal financial officer)

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, and Form of Convertible Note
(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).

4.20 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 July 20, 2005 (including the
following items: Exhibit A1: Form of Note; Exhibit A2: Form
of Class A Warrant; Exhibit B: Funds Escrow Agreement;
Exhibit D: Transfer Agent Instructions; Exhibit F: Form of
Limited Standstill Agreement) (not including the following
items: Exhibit C: Form of Legal Opinion; Exhibit E Form of
Public Announcement; Schedule 4(a): Subsidiaries; Schedule
4(d): Additional Issuances/Capitalization; Schedule 4(q):
Undisclosed Liabilities; Schedule 4(u): Disagreements of
Accountants and Lawyers; Schedule 8(e) Use of Proceeds; and
Schedule 8(q): Providers of Limited Standstill Agreements)
(incorporated by reference to Exhibit 4 of the Form 8-K
filed on July 25, 2005).

4.21 Modification and Amendment Agreement, dated July 26, 2005
(incorporated by reference to Exhibit 4.2 of the Form 8-K/A
filed on August 3, 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).