U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 29, 2009
5G WIRELESS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-30448 20-0420885
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
409 North Pacific Coast Highway, Suite 799, Redondo Beach, California 90277
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 873-8071
________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) Effective on May 29, 2009, the Company entered into a
strategic alliance agreement with Applied Hadronics, an uncorporated
business trust. The agreement states that the Company, under its new
business model "Clean Energy and Power," and Applied Hadronics are
desirous to work together for the purpose of developing a magnegas
refinery powered by an alternative source of electricity such as wind,
solar, or both. The goal of the project is to produce clean burning
hydrogen base fuel from liquid waste powered by either wind turbine,
solar power, or a combination of the two.
(b) Effective on June 4, 2009, the Company entered into a
strategic alliance agreement with White Door Inc., a Delaware
corporation. The agreement states that the Company, under its new
business model "Clean Energy and Power," and White Dooe are desirous
to work together for the purpose of developing a magnegas refinery
powered by an alternative source of electricity such as wind , solar,
or both. The goal of the project is to produce clean burning hydrogen
base fuel from liquid waste powered by either wind turbine, solar
power, or a combination of the two. White Door Inc. is a technology
integrator focusing on non-traditional power and renewable energy
systems. White Door acts as a technology reseller for select clients
on a worldwide basis and has a team of technology professionals
concentrating on both foreign and domestic markets.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-K.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
5G Wireless Communications, Inc.
Dated: June 8, 2009 By: /s/ Bo Linton
Bo Linton, President
EXHIBIT INDEX
Number Description
10.1 Strategic Alliance Agreement between the Company and
Applied Hadronics, dated, May 29, 2009 (filed herewith)
10.2 Strategic Alliance Agreement between the Company and White
Door Inc., dated June 4, 2009 (filed herewith).
EX-10.1
STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement
This Strategic Alliance Agreement ("SAA") is entered into by and
between 5G Wireless Communications, Inc. (name change pending to
"Clean Energy and Power" ("CEP")) and Applied Hadronics ("AH") on
this 29th day of May, 2009.
1. Recitals
Whereas, CEP is a corporation organized and existing under the law of
the state of Nevada with its principle place of business in the state
of California.
Whereas AH is a.Delaware Corporation with Headquarters located in Florida.
Whereas CEP and AH are desirous to work together for the purpose of
developing a MagneGas Refinery powered by an alternative source of
electricity such as wind , solar, or both. The goal of the project is
to produce clean burning hydrogen base fuel from liquid waste powered
by either wind turbine, solar power, or a combination of the two.
Whereas AH provides the Magnegas Technology expertise and CEP
provides the funding for the project and the alternative electricity source.
2. Responsibilities for a Strategic Alliance
a) CEP will provide project financing and alternative electricity source.
b) AH will provide the MagneGas technology and expertise in
designing the cohesive system.
3. This is a NON-EXCLUSIVE Agreement
4. Website Links and Image Authorization
CEP and AH authorize each other to be named as a "Partner" on
each others website with a corporate logo linking to its
website.
CEP and AH have the right to withdraw from this agreement at any
time. The other party has to delete all or partially logos,
references or links from its website on written demand not later
than 3 days after receiving this demand by e-mail and/or fax.
DATED: May 29, 2009 By: /s/ Ronold Cole
Ronold Cole, President - Applied
Hadronics
DATED: May 29, 2009 By: /s/ Bo Linton
Bo Linton, CEO - CEP
EX-10.2
STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement
This Strategic Alliance Agreement ("SAA") is entered into by and
between 5G Wireless Communications, Inc. (Name Change pending to
"Clean Energy and Power" ("CEP") and White Door, Inc., a Delaware
corporation ("WD"), on this 4th day of June 2009.
1. Recitals.
Whereas, CEP is a corporation organized and existing under the law of
the state of Nevada with its principle place of business in the state
of California.
Whereas WD is a.Delaware Corporation with Headquarters located in
Virginia.
Whereas CEP and WD are desirous to work together for the purpose of
developing a MagneGas Refinery powered by an alternative source of
electricity such as wind , solar, or both. The goal of the project is
to produce clean burning hydrogen base fuel from liquid waste powered
by either wind turbine, solar power, or a combination of the two.
Whereas WD provides the Magnegas Technology expertise and CEP
provides the funding for the project and the alternative electricity
source.
2. Responsibilities for a Strategic Alliance.
a) CEP will provide project financing and alternative electricity
source.
b) WD will provide the MagneGas technology and expertise in
designing the cohesive system.
3. This is a NON-EXCLUSIVE Agreement.
4. Website Links and Image Authorization.
CEP and WD authorize each other to be named as a "Partner" on
each others website with a corporate logo linking to its
website.
CEP and WD have the right to withdraw from this agreement at any
time. The other party has to delete all or partially logos,
references or links from its website on written demand not later
than 3 days after receiving this demand by e-mail and/or fax.
5. Non-Circumvention and Non-Disclosure
A. The parties hereto and/or their affiliates of what-so-ever
nature shall not, in any manner solicit and/or accept any
business from sources that have been made available by and
through the parties hereto, nor in any manner shall access,
contact solicit and/or conduct any transaction with such said
sources, without the expressed and specific permission of the
party who made such said sources available.
B. The Parties shall maintain complete confidentiality regarding
each other's business and/or their affiliates and shall only
disclose knowledge pertaining to these specifically named
Parties as permitted by the concerned Party, unless agreed and
granted an expressed written permission of and by the Party whom
made the source available.
C. The Parties shall not in any way whatsoever circumvent each
other and/or attempt such circumvention of each other and/or any
of the parties involved in any of the transactions the Parties
wish to enter and to the best of their abilities shall ensure
that the original transaction codes, data and proprietary
information established are not altered.
D. The Parties shall not disclose any contact revealed by either
Party to any third Parties as they fully recognized such
information and contract(s) of the respective Party, and shall
not enter into direct and/or indirect offers, negotiations
and/or transaction with such contacts revealed by the other
Party who made the contact(s) available.
E. In the event of circumvention by any of the undersigned Parties,
whether direct and/or indirect, the circumvented Party shall be
entitled to a legal monetary compensation equal to the maximum
service it should realize from such a transaction, plus any and
all expenses, including any and all legal fees incurred in lieu
of the recovery of such compensation.
F. All considerations, benefits, bonuses, participation, fees,
and/or commissions received as a result of the contributions of
the Parties to this agreement, relating to any and all
transactions shall be allocated and distributed as mutually
agreed. Specific arrangements, for each transaction shall be
made available and/or submitted to the recipient on the very day
due and payable as per each and every transaction, unless
otherwise agreed.
G. This agreement is valid for five (5) years from the date of
signature, for any and all transactions between the Parties
therein, with renewal to be agreed upon between the signatories.
H. It is further agreed that any controversy, claims, and or
dispute arising out of and/or relating to any part of the whole
of this agreement or breach thereof and which is not settled
between the signatories themselves, shall be settled and binding
by and through arbitration in accordance with the rules and
through the institution of the International Chamber of
Commerce. Any decision and/or award made by the arbitrators
shall be final, conclusive and binding for the Parties and
enforceable in the Court of Law in the Country of choice of an
award by the arbitrators.
I. This Agreement shall be binding upon the Parties hereto and in
the case of individual parties, their respective heirs,
administrators and executors and in the case of all corporate
Parties, their successors and assigns
a. The non-circumvention damages, i.e., the total commissions,
fees, or profits which would have been due, and;
b. All loss sustained by the non defaulting party by reason of
such breach, and;
c. All expenses incurred in enforcing any legal remedy rights
based upon or arising out of this Agreement.
J. This Agreement shall be binding upon the Parties hereto and in
the case of individual parties, their respective heirs,
administrators, and executors, and in the case of all corporate
parties, their successors and assigns.
K. Signature of this agreement shall be deemed to be an executed
agreement enforceable and admissible for all purposes as may be
necessary under the terms of this agreement.
L. All signatories hereto acknowledge that they have read and each
Party fully understands the terms and conditions contained in
this agreement and by their initials and signature hereby
unconditionally agree to its terms as of the date noted herein.
All signatories hereto acknowledge that all their further
correspondence, whether by original mail, fax or e-mail will
become part of this agreement. Signing of this agreement can be
done and is official by original mail, fax or e-mail.
M. The purpose of this instrument is to establish an
internationally recognized Non-Circumvention, Non-Disclosure,
and Working Agreement between the participating Parties. This
and future transactions shall be conducted under the guidelines
of the International Chamber of Commerce.
DATED: June 3, 2009 By: /s/ Jeff Sirianni
Jeff Sirianni, President - White Door
DATED: June 4, 2009 By: /s/ Bo Linton
Bo Linton, CEO