UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter report ended September 30, 2001
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or
( ) 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: 000-28581
5G WIRELESS COMMUNICATIONS, INC.
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(Exact name of small business issuer as registrant as specified in charter)
Nevada 82-0351882064
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2921 N. Tenaya Way, Suite 216,Las Vegas, NV 89128
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(Address of principal executive office)
Registrant's telephone no., including area code: (702) 647-4877
N/A
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(Former name, changed since last report)
Check whether the registrant (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 registrant was required
to file such reports), Yes [X] No [ ] and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Class Outstanding as of September 30, 2001
- -------------------- -------------------------------------
Common Stock, $0.001 22,128,283
-i-
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-Q pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company as of September 30, 2001, and
the balance sheet of the Company as of December 31, 2000 derived from the
Company's financial statements, the unaudited statement of operations and cash
flows for the six months ended June 30, 2001 and 2000 and the statements of
stockholders equity for the period from September 10, 1979 through June 30, 2001
are attached hereto and incorporated herein by this reference.
Operating results for the quarter ended September 30, 2001 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2001.
-1-
5G WIRELESS COMMUNICATIONS, INC.
(Formerly Tesmark, Inc.)
BALANCE SHEETS
September 30,
ASSETS 2001
---------------
(UNAUDITED)
Current Assets:
Cash $ 1,963
Deposit 300
Accounts receivable 71,476
Prepaid marketing/consulting 124,751
Marketing/consulting amortization (58,635)
Advances for acquisitions 109,000
---------------
Total Current Assets 248,855
Fixed Assets:
Computer Equipment 1,757
Accumulated Depreciation (124)
---------------
Total Fixed Assets 1,633
Other Assets:
Convertible notes receivable and
accrued interest 57,829
Allowance for doubtful accounts (57,829)
Goodwill - 5G Acquisition Costs 105,000
Amortization of 5G Acquisition/Goodwill
Costs (11,187)
---------------
Total Other Assets 93,813
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TOTAL ASSETS $ 344,301
===============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 31,834
Accrued management/consulting fees 124,000
Advances from officers/directors 6,718
Advances from shareholders 40,041
---------------
Total Current Liabilities 202,593
Stockholders' Equity:
Preferred Stock $.001 par value;
authorized 10,000,000 shares;
no shares outstanding at
September 30, 2001. -
Common Stock, $.001 par value; authorized
150,000,000 shares; with 22,128,284
issued and outstanding at September 30,
2001. (Restated for a 3 for 1 split
on April 22, 2000) 22,128
Paid-In Capital 1,549,019
Accumulated Deficit (1,429,439)
---------------
Total Stockholders' Equity 141,708
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 344,301
===============
See Accompanying Notes to the Financial Statements.
-2-
5G WIRELESS COMMUNICATIONS, INC.
(Formerly Tesmark, Inc.)
STATEMENTS OF OPERATIONS
(UNAUDITED)
9 Months Ended 9 Months Ended 3 Months Ended 3 Months Ended
September 30, September 30, September 30, September 30,
2001 2000 2001 2000
------------------ ----------------- -----------------------------------
Interest Income: $ - $ 1,418 $ - $ 1,254
------------------ ----------------- ----------------- -----------------
Total Income $ - $ 1,418 $ - $ 1,254
Expenses:
Amortization & depreciation expenses 11,405 - 3,917 -
Consulting & marketing expenses 395,032 2,000 260,256 2,000
General and administrative expenses 60,899 1,243 42,647 26
Write-off of goodwill for acquisition of
technology from 5G Partners 420,000 - - -
Officer compensation & management fees 408,000 - 130,000 -
Professional fees 52,263 1,817 31,714 462
------------------ ----------------- ----------------- -----------------
Total Expenses 1,347,599 5,060 468,534 2,488
------------------ ----------------- ----------------- -----------------
Net Loss $ (1,347,599) $ (3,642) $ (468,534) $ (1,234)
================== ================= ================= =================
(Restated for a 3 for 1 split on April 22, 2000.)
Weighted Average Shares
Common Stock Outstanding 15,017,424 7,750,300 15,718,284 8,000,300
================== ================= ================= =================
Net Loss Per Common Share
(basic and fully dilutive) $ (0.090) $ (0.000) $ (0.030) $ (0.000)
================== ================= ================= =================
See Accompanying Notes to the Financial Statements.
-3-
5G WIRELESS COMMUNICATIONS, INC.
(Formerly Tesmark, Inc.)
STATEMENTS OF STOCKHOLDERS' EQUITY
FROM INCEPTION (SEPTEMBER 10, 1979) TO SEPTEMBER 30, 2001
(UNAUDITED)
Common Common
Stock Stock Paid-in Accumulated Total
Shares Amount Capital Deficit Equity
----------------------------------------------------------- ------------------------ ------------ ------------ ------------
September 10, 1979; the Company was incorporated
in Idaho, establishing a par value of $1.00 per share;
1,000 shares were issued 1,000 $ 1,000 $ - $ - $ 1,000
Net loss for the year ended December 31, 1979 - - - (1,000) (1,000)
September 10, 1995; common stock issued at $1.00
per share for compensation. 1,750 1,750 - - 1,750
Net loss for the year ended December 31, 1995 - - - (1,750) (1,750)
May 2, 1996; common stock issued at $1.00 per share
for compensation. 1,000 1,000 - - 1,000
Net loss for the year ended December 31, 1996 - - - (1,000) (1,000)
January 3,1997; common stock issued for
compensation at $1.00 per share. 1,250 1,250 - - 1,250
Net loss for the year ended December 31, 1997 - - - (1,250) (1,250)
November 10, 1998; common stock forward split, 500 for 1,100
shares issued for compensation and a change in par
value from $1.00 to $.001, all in connection with the
merger and establishment of the Nevada Corporation. 2,495,100 (2,500) 2,600 - 100
Net loss for the year ended December 31, 1998 - - - (100) (100)
Net loss for the year ended December 31, 1999 - - - (835) (835)
April 22, 2000, common stock split 3 for 1. 5,000,200 5,000 (5,000) - -
May 16, 2000; 1,000,000 of common stock
and warrants sold at $.15 per share. 1,000,000 1,000 149,080 - 150,080
December 12, 2000; common stock split 1.5 for 1. 4,250,190 4,250 (4,250) - -
Net loss for the year ended December 31, 2000 - - - (75,905) (75,905)
March 20, 2001; 750,000 shares of common stock were
issued at $.70 per share (the current market value)
in connection with the Company's recent merger with
5G Partners. 750,000 750 524,250 - 525,000
March 20, 2001; 50,000 shares issued for consulting
compensation at $.70 per share. 50,000 50 34,950 - 35,000
April 1, 2001; 350,000 shares issued for consulting
contract at $.25 per share. 350,000 350 87,150 - 87,500
April 1, 2001; 250,000 shares issued for consulting
compensation at $.25 per share. 250,000 250 62,250 - 62,500
April 2, 2001; 200,000 shares issued at $.25 per share,
for cash . 200,000 200 49,800 - 50,000
May 1, 2001; 300,000 shares issued for consulting
compensation, valued at $.10 per share 300,000 300 29,700 - 30,000
May 4, 2001; 1,070,000 shares issued for officer/consulting
compensation, valued at $.10 per share 1,070,000 1,070 105,930 - 107,000
June 12, 2001; 75,000 shares issued for consulting contract,
valued at $.10 per share. 75,000 75 7,425 - 7,500
June 12, 2001; 675,000 shares issued in connection with a
consulting contract, valued at $.10 per share. 675,000 675 66,825 - 67,500
June 15, 2001; 580,000 shares issued in connection with a
consulting agreement, valued at $.10 per share; & 200,000
shares issued for marketing compensation, also valued at
$.10 per share. 780,000 780 77,220 - 78,000
June 26, 2001; 106,667 shares issued in connection with
a marketing agreement, valued at $.10 per share. 106,667 107 10,560 - 10,667
July 18, 2001; 2,704,723 shares were issued for cash,
($215,000) less $44,500 in offering costs. 2,704,723 2,705 167,795 - 170,500
August 14, 2001; 816,404 shares issued for cash ($65,000),
less $5,200 in offering costs. 816,404 816 58,984 - 59,800
September 30, 2001, 1,250,000 shares issued at par value for
compensation. 1,250,000 1,250 123,750 - 125,000
Net Loss for the Nine Months Ended September 30, 2001 - - - (1,347,599) (1,347,599)
------------ ----------- ------------ ------------ ------------
Balances at September 30, 2001 22,128,284 $ 22,128 $1,549,019 $(1,429,439) $ 141,708
============ =========== ============ ============ ============
See Accompanying Notes to the Financial Statements.
-4-
5G WIRELESS COMMUNICATIONS, INC.
(Formerly Tesmark, Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
9 Months Ended 9 Months Ended
September 30, September 30,
2001 2000
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Cash Flows used in Operating Activities:
Net Loss $ (1,347,598) $ (3,642)
Expenses Not Requiring an Outlay of Cash:
Common stock issued in write-off of goodwill-
acquisition of technology from 5G Partners 420,000 -
Common stock issued for consulting/marketing
compensation 410,925 -
Changes to Operating Assets and Liabilities:
Increase in deposits (300) -
Increase in accrued management/consulting fees 124,000 -
(Increase)decrease in accounts payable 31,834 -
----------------- ----------------
----------------- ----------------
Net Cash used in Operating Activities (361,139) (3,642)
Cash Flows used in Investing Activities:
Organizational costs incurred - -
Capital expenditure - computers (1,757) -
-
----------------- ----------------
Net Cash used in Investing Activities (1,757) -
Cash Flows from Financing Activities:
Common stock issued for cash 280,300 150,081
Increase in accounts receivable (71,476) -
Notes receivable and accrued interest - (56,418)
Increase in advances from officers/directors 6,718 -
Increase in advances from stockholders 40,041 100
Advances for acquisitions 109,000 -
----------------- ----------------
Net Cash from Financing Activities 364,583 93,763
Net Increase (Decrease) in Cash 1,687 90,121
Cash at Beginning of Period 276 -
----------------- ----------------
Cash at End of Period $ 1,963 $ 90,121
================= ================
Supplemental Non-Cash Activities:
Common stock issued for pre-paid marketing/consulting contracts 161,865 -
================= ================
See Accompanying Notes to the Financial Statements.
-5-
5G WIRELESS COMMUNICATIONS, INC.
(Formerly Tesmark, Inc.)
Notes to Financial Statements
SEPTEMBER 30, 2001
A. Organization and Accounting Policies
5 G Wireless Communications, Inc. ("the Company") (formerly Tesmark, Inc.)
was incorporated September 10, 1979, as an Idaho corporation. The Company
has viewed various business opportunities since its formation; however, it
has never operated a business. The Company merged with Tesmark, Inc., a
Nevada corporation, on October 23, 1998; the net effect was to transfer
the domicile of the corporation from Idaho to Nevada. In connection with
that merger, the stock was forward split 500 for 1 resulting in an
increase of total outstanding shares to 2,500,100. The Company amended its
articles of incorporation increasing its authorized common shares to
50,000,000 and preferred stock to 10,000,000. The Company incurred $1,355
in reorganizational costs in 2000, which was expensed in accordance with
Statement of Position (SOP) 98-5. The statement requires that
organizational expenses be expensed at the time they are incurred rather
than amortized over a period of years.
B. Common Stock
From September 1995 through January 1997, the Company issued 4,000 shares
of common stock, valued at $1.00 per share (par value), as compensation to
its officers, directors, shareholders and consultants in lieu of cash. On
November 10, 1998, the Company elected to change par value from $1.00 to
$.001 and then issued another 100 shares at $.001 per share (par value).
On March 20, 2001, the Company issued 50,000 shares of common stock,
valued at $.70 per share (fair market value). The shares were issued to
one of Company's officers as compensation for consulting. During the
second quarter of 2001, shares issued for consulting and marketing
compensation were as follows: 1,420,000 shares at $.17 per share, 250,000
at $.25 per share and 500,000 at $.10 per share. Also during the 2nd
quarter, a total of 1,436,667 shares were issued in connection with
various consulting and marketing contracts; all were issued at $.10 per
share. During the 3rd quarter 3,557,127 shares were issued for cash for a
total value of $280,000 less $49,700 in offering costs ($230,230). Also,
1,250,000 shares were issued for consulting compensation.
C. Private Placement of Common Stock and Warrants
In May 2000, the Company sold 20 units of common stock and warrants. Each
unit consisted of 50,000 shares of common stock and one Class A Warrant to
purchase 50,000 shares of common stock at twenty cents ($.20) and one
Class B Warrant to purchase 50,000 shares of common stock at twenty-five
($.25) per share. The Class A Warrants may be exercised upon issuance and
expire 365 days from the date of issuance, and the Class B Warrants may
also be exercised upon issuance and expire on the 730th day after
issuance. On April 2, 2001, the Company issued 200,000 shares of common
stock for cash, valued at $.25 per share
-6-
D. Convertible Promissory Note (Uncollectable), and
Termination of Intent to Acquire Interactive Engine, Inc.
On June 7, 2000 and June 23, 2000, the Company advanced funds for two
promissory notes of $20,000 each to Interactive Engine, Inc. On July 25,
2000 the Company advanced another $15,000 to Interactive Engine, Inc.,
bringing the total loans outstanding to $55,000. These notes were renewed
for 90 additional days in September and October of 2000. The notes bore
interest at 10%, and were due in 90 days. Interactive Engine had the
option of converting the entire $55,000 and accrued interest into its
common stock at terms to be negotiated prior to the 90-day renewal term of
the notes. However, as of May 15, 2001, the promissory notes remain
unpaid. The Company believes the probability of collecting on these notes
to be highly unlikely, and as a result, has placed the total amount due
into an allowance for doubtful accounts.
The Company also entered into a Letter of Intent to acquire the total
outstanding shares of Interactive Engine, Inc. for 3,000,000 shares of its
common stock and 287,508 shares which were to be issued for investment
banking, merger and acquisition fees. The terms of this transaction were
to be impacted by the convertible promissory notes issued to Interactive
Engine, Inc. in June and July of 2000. Interactive Engine, Inc. was, at
that time, involved in the travel agent business and marketed primarily
through the Internet and mass media in airports and malls. However, due to
the inability to collect on the promissory notes previously mentioned, the
Company elected to withdraw the acquisition and intends to avoid any
future activity or involvement with Interactive Engine, Inc.
E. Rescission of Intent to Acquire Wireless Technology
On November 2, 2000, the Company entered into a memorandum of
understanding whereby the Company would have acquired 100% of the wireless
technology from Goldweb Technologies, Inc., a wholly owned subsidiary of
Consolidated Gold Win Ventures, Inc. of Canada.
Consideration for the purchase was to be cash and one million shares of
the Company's common stock. In addition, the Company was to pay CGW up to
1,500,000 shares on an earnout agreement for value added products and
outside contracts based on one share per $10.00 of income generated.
Although final closing documents were expected to be signed before the end
of the year 2000, the decision was made to rescind the acquisition and
consequently, final documents were never signed.
F. Acquisition Agreement with 5 G Partners
On December 1, 2000, the Company entered into an acquisition agreement
with 5G Partners (a private Canadian partnership) comprised of content,
ideas and proprietary known business in relation to wireless technology
systems. It is the Company's intention to create and service the Asian
marketplace with a superior wireless technology system by creating a 5.3
Ghz 5.9 Ghz high-speed Internet access and data transport system, (as
apposed to the currently used 2.4 Ghz). In order to successfully achieve
this undertaking and stay abreast of the ever-changing world of wireless
technology, the Company continues to pursue innovative ideas, partners and
acquisitions in addition to the current acquisition with 5G Partners.
-7-
As stated in the contract, the Company agreed to pay $74,000 US dollars
and 150,000 shares of common stock in exchange for 5G Partner's
technology. Of the $74,000, $60,000 was advanced and deposited into a
Canadian trust account until further instruction. The remaining $14,000
was advanced in November and December of 2000 for consulting costs related
to the acquisition. In connection with the merger, the Company has changed
its name from "Tesmark, Inc." to "5G Wireless Communications, Inc.".
On March 6, 2001, the Company issued a press release reporting a
"Memorandum of Understanding" had been reached. In order to complete the
acquisition, the original agreement was amended, changing the total number
of shares issued from 150,000 shares to 750,000 shares. Just prior to
March 31, 2001, the acquisition with 5G Partners closed with the issuance
of 750,000 restricted shares of common stock. The shares, valued at $.70
per share (fair market value), were issued to the Company's three officers
(Curtis Mearns, Richard Lajeunesse, and Don Boudewyn each received 250,000
shares), as specified in the newly amended agreement.
The Company has recorded $179,000 as goodwill in connection with the
issuance of the stock and cash, and has written off $420,000 as an
adjustment to the value of goodwill in the quarter ended March 31, 2001.
The write-off reduces the value of the transaction to the estimated fair
market value of the technology transferred to the Company in the
transaction. The Company will amortize the goodwill over 12 years and
periodically assess the marketability and value of the technology to
determine if an impairment in its value has occurred, relative to the
Company's utilization of the technology and its viability in the
marketplace.
G. ACQUISITION AGREEMENT WITH PETESON INVESTMENT, Pte. Ltd.
On March 9, 2001, the Company entered into an acquisition with Peteson
Investment, Pte Ltd., a privately held company providing wireless data
solutions in Singapore, wherein, the Company agreed to assume control of
Peteson Investment after verifying, through an independent attorney in
Singapore, the corporate structure and names of all of the shareholders.
Tentative terms of the acquisition provide for the issuance of 12,000,000
restricted shares of the Company's common stock for 75% of the outstanding
shares of Peteson Investment, Pte Ltd.
The Company issued an 8 K announcing May 5, 2001 as the intended closing
date of the Peteson Investment acquisition, however, as of August 15,
2001, Peteson had failed to meet all of the necessary conditions, which,
as a result, caused a delay in completion. Currently, the 12,000,000
shares the Company agreed to issue at closing are being held in a trust
account and will be issued as soon as Peteson satisfactorily completes all
agreed upon obligations. While Peteson Investment, Pte, Inc. has yet to
complete the terms of the contract, the Company is confident that the
closing of this acquisition will take place at some point during the 4th
quarter of 2001.
-8-
H. PROPOSED ACQUISITION OF DATAONE COPORATION Pte Ltd.
On March 15, 2001, the Company entered into a "Memorandum of
Understanding" with DataOne Corporation Pte Ltd. (D1Corp), a subsidiary of
Keppel Telecommunications and Transportation Ltd. The Memorandum outlines
the formation of a new business venture with D1Corp for high- speed
connectivity and value added services over wireless local area network and
wide area network systems. The Memorandum describes the assets of DICorp,
to be transferred to the venture in return for a combination of cash and
stock at a mutually agreed upon price. Definitive terms have not yet been
finalized.
I. ACQUISITION AGREEMENT WITH SKYHUB ASIA
The Company entered into an acquisition with Skyhub Asia, as well as a
letter of agreement in May of 2001. However, as of December 17, 2001,
Skyhub had not completed their terms, causing the Company to deem
necessary a renegotiation of terms, as well as an extended closing date.
J. ACQUISITION AGREEMENT WITH E-NETEGRATIONS, INC.
On April 24, 2001, the Company announced a letter of intent to acquire
100% of the capital stock of e-netegrations, Inc., a privately held Idaho
corporation providing high-speed Internet service to hotels in New Mexico,
Washington and Idaho, with plans to service an additional 50 hotels
throughout the West within the next year. In exchange for e-netegrations
capital stock, 5G will provide financing for the completion of all
existing contracts in the United States and for the Hotel Industry. Terms
are still being negotiated.
K. HIGH SPEED WIRELESS SERVICE AGREEMENTS
The Company entered into agreements with both Suntec City, Singapore and
Singapore Marriott Hotel to install high-speed wireless data networks. As
of December 7, 2001, terms for both agreements were still in the
negotiation stages.
-9-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Going Concern and Ability of the Company to Continue
The issuer was originally organized as a Idaho corporation under the name
of Tesmark, Inc., on September 10, 1979. The Company by Agreement of Merger,
signed on November 10, 1998, was merged into Tesmark, Inc., a Nevada
corporation. In May of 2000 the Company raised $150,000 from the sale of
1,000,000 shares of common stock at $.15 per share. In June of 2000 the Company
singed a Letter of Intent to acquire Interactive Engine, Inc., a Nevada
corporation. The Company loaned Interactive Engine $55,000. As of March 29, 2001
the notes remain unpaid and the Company believes the probability of collection
is unlikely and the total issue has been placed into an allowance for doubtful
accounts. The Company has rescinded the Letter of Intent.
On December 1, 2000 the Company entered into an Acquisition Agreement to
acquire 5 G Wireless Communications, Inc., for cash and securities. At a Special
Meeting of Shareholders held January 19, 2001, the shareholders approved the
acquisition for $74,000 cash and 150,000 shares of stock. The acquisition was
amended to $74,000 cash and 750,000 shares of common stock.
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenue sufficient to cover its
operating expenses and allow it to continue as a going concern. Management
believes that the Company will soon establish sufficient revenue to cover its
operating costs. The Company has borrowed from shareholders. The Corporate name
was changed to 5 G Wireless Communications, Inc., on January 24, 2001. On March
30, 2001 the Company sold 200,000 shares of common stock for $50,000. The funds
were deposited to the Company's account on April 2, 2001. On August 15, 2001 the
company completed the sale of 3,521,127 shares of common stock at $.08 per share
for a total of $280,000. After offering costs the company netted $230,300 from
this sale of common stock.
The Company had a net operating loss of $ 1,429,439 since inception through
September 30, 2001.
Liquidity and Capital Resources
As of September 30, 2001 the Company had current assets of $248,855. The
current are comprised of $1,963 in cash, $71,476 in accounts receivable,
$175,116 in prepaid expenses and a $300 deposit. As of September 30, 2001 the
Company had $129,261 in current liabilities. The Company completed the sale of
3,521,127 shares of common stock at $.08 per share which funded in total on
August 15, 2001 for a total net proceeds to the company in the amount of
$230,300.
-10-
Results of Operations
For the nine months ended September 30, 2001 the Company had no revenues
compared to $1,418 in interest income for the nine months ended September 30,
2000. There was a $393,032 increase in consulting and marketing expense for the
nine months ending September 30,2001 compared to the same period of 2000. This
is attributed to the company's efforts of implementing its business plan.
Depreciation and amortization also increased by $11,405 for the same period of
2001. General and administrative costs were up $59,655, as well as an increase
in professional fees in the amount of $50,419 for the first 9 months of 2001
compared to the same period of 2000. This can also be attributed to the
implementation of the Company's business plan. There was the write off of
$420,000 in Goodwill associated with the acquisition of 5 G partners. For the
nine months ended September 30, 2001 there was $408,000 in officer compensation
and management fees compared to $0 for the first nine months of 2000. For the
nine months ended September 30, 2001 there was a net loss of $(1,347,598)
compared to a net loss of $(3,642) for the same period last year.
For the three months ended September 30, 2001 there were no revenues
compared to interest income of $1,254 for the same period last year. For the
three months ended September 30, 2001 compared to September 30, 2000 consulting
and marketing expenses were up $258,256, general and administrative expenses
were up $42,621, and professional fees increased $31,252. This was all due to
the company implementing their business plan. For the three months ending
September 30, 2001 the company had a net loss of ($ 468,534) compared to a net
loss of ($ 1,234) for the same period the year before. Officer and executive
compensation increased $130,000 for the three months ended September 2001
compared to the same period the year before.
Sale of Common Stock
On August 15, 2001 the company completed the sale of 3,521,127 shares of
common stock at $.08 per share to four individuals for $280,000 cash. After
offering costs the company netted $230,300 from this offering. The shares were
issued under Section 4(2) and 4(6) of the 1933 Securities Act and bear a
restrictive legend.
On September 6, 2001 the company issued 1,250,000 shares of common stock at
$.10 per share to one individual for services rendered. The shares were issued
in accordance with Section S-8 of the 1933 Securities Act.
As of September 30, 2001 the company had 22,128,283 shares of common stock
outstanding.
-11-
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
On August 15, 2001 the company completed the sale of 3,521,127 shares of
common stock at $.08 per share to four individuals for $280,000 cash. After
offering costs the company netted $230,300 from this offering. The shares were
issued under Section 4(2) and 4(6) of the 1933 Securities Act and bear a
restrictive legend.
On September 6, 2001 the company issued 1,250,000 shares of common stock at
$.10 per share to one individual for services rendered. The shares were issued
in accordance with Section S-8 of the 1933 Securities Act.
As of September 30, 2001 the company had 22,128,283 shares of common stock
outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON 8-K
a. Report on 8K
Filed by reference on August 15, 2001
Form 10KQ SBA filed by reference on August 22, 2001
Form S-8 filed by reference on October 4, 2001
-12-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed in its behalf by the
undersigned hereto duly authorized.
5 G WIRELESS COMMUNICATIONS , INC.
Dated: December 7, 2001 By: /s/ Michael Tan
---------------------------
President
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