UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549

FORM 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarter ended March 31, 2004

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

For the transition period to

Commission file number: 000-30448

5G WIRELESS COMMUNICATIONS, INC.
(Name of small business issuer in its charter)

NEVADA 20-0420885
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)

4136 DEL REY AVENUE 90292
MARINA DEL REY, CALIFORNIA (Zip Code)
(Address of principal executive offices)

Issuer's telephone number: (310) 448-8022

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. YES [X]
NO [ ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-QSB
or any amendment to this Form 10-QSB. [X]

Issuer's revenue for fiscal quarter ended March 31, 2004: $ 66,549

The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the price of such common equity as of May 18, 2004 is approximately
$7,795,492 based on $ 0.028 share price. This calculation does not reflect a
determination that certain persons are affiliates of the Registrant for any
other purpose.

Number of shares of Common Stock outstanding as of May 18, 2004: 305,780,070

5G WIRELESS COMMUNICATIONS, INC.

TABLE OF CONTENTS

2004 FORM 10-QSB

FOR THE QUARTER ENDED MARCH 31, 2004
Page
----
PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheet as of March 31, 2004................................3

Condensed Consolidated Statements of Operations for the three month ended March
31, 2004 and March 31, 2003..............................................................4

Condensed Consolidated Statements of Cash Flows for the Three Months ended
March 31, 2004 and March 31, 2003........................................................5

Notes to Condensed Consolidated Financial Statements.....................................6

Item 2. Management's Discussion and Analysis of Financial Condition and results of
Operations..............................................................................11

Item 3. Controls and Procedures.................................................................17

PART II OTHER INFORMATION...................................................................................19
Item 1. Legal Proceedings.......................................................................19
Item 2. Changes in Securities and Use of Proceeds...............................................19
Item 3. Defaults Upon Senior Securities.........................................................19
Item 4. Submission of Matters to a Vote of Security Holders.....................................19
Item 5. Other Information.......................................................................19
Item 6. Exhibits and Reports....................................................................19

PART I

ITEM 1. FINANCIAL STATEMENTS

5G WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2004
(UNAUDITED)

ASSETS 2004
------------

Current assets:

Accounts receivable, net of $7,122 of allowance for doubtful accounts $ 3,545
Inventory 14,500
Prepaid expenses and other current assets 52,120
------------

Total current assets 70,165

Property and equipment, at cost 266,060
Accumulated depreciation (162,106)
------------
Net property and equipment 103,954
------------

Total assets $ 174,119
------------

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
Bank overdraft $ 1,923
Accounts payable 280,105
Accrued expenses 884,376
Notes payable 79,367
Convertible debentures 539,675
------------

Total current liabilities and total liabilities 1,785,446
============
Commitments and contingencies

Stockholders' deficiency:
Preferred stock, $0.001 par value; 10,000,000
shares authorized; none issued or outstanding --

Common stock, $0.001 par value; 800,000,000 shares authorized; 303,280,070 issued 303,280
Additional paid-in capital 12,707,828
Accumulated deficit (14,622,435)
------------

Net stockholders' deficiency (1,611,327)
------------
Total liabilities and stockholders' deficiency $ 174,119
============

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

5G WIRELESS COMMUNICATIONS INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)

2004 2003
------------- -------------

Revenues $ 66,549 $ 18,459

Cost of revenues 29,440 --
------------- -------------

Gross profit 37,109 18,459
------------- -------------

Operating expenses:
General and administrative 853,149 221,228
Depreciation 20,322 16,118
------------- -------------

Total operating expenses 873,471 237,346
------------- -------------

Operating loss (836,362) (218,887)

Interest expense 15,618 --
------------- -------------

Net loss $ (851,980) $ (218,887)
============= =============

Loss per basic common share: $ (0.004) $ (0.003)

Weighted average shares outstanding 218,357,254 82,079,899

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

5G WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)

2004 2003
--------- ---------

Cash flows from operating activities $(464,923) (22,243)
--------- ---------

Cash flows from investing activities (30,170) (2,543)
--------- ---------

Cash provided by financing activities 281,500 47,000
--------- ---------

Net (decrease)/increase in cash and cash equivalents (213,593) 22,214
Cash and cash equivalents, beginning of period 211,670 5,463
--------- ---------

Cash and cash equivalents, end of period $ (1,923) $ 27,677
========= =========

Supplemental disclosures of cash flow information:
Non-cash financing activities:
Conversion of convertible debentures into common shares $ 10,000 $ --

The accompanying notes are an integral part of these
consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003

NOTE A - ORGANIZATION AND NATURE OF BUSINESS

5G Wireless Communications, Inc., a Nevada corporation ("Company"), was
incorporated in September 1979. In March 2001, the Company merged with 5G
Partners, a private Canadian partnership, resulting in a name change to the
current name. In April 2002, the Company acquired 100% of Wireless Think Tank, a
privately held entity. The accompanying consolidated statements include results
of Wireless Think Tank operations from the date of acquisition.

The Company provides patent pending, innovative wireless technology. It designs,
builds, markets and services Wi-Fi compatible wireless broadband systems. The
Company had built a Wireless Internet Service network in the New York State area
for research and development. In July 2003, the Company discontinued serving
this area and has moved all research and development to its facilities in Marina
Del Rey, California. In conjunction with this move, it changed its focus from a
service provider to a manufacturer of integrated wireless solutions to create
large and efficient wireless local area networks and wide area networks with far
less equipment and expense than competitors. Equipment sales in first quarter
2004 result principally from sale and installation of wireless devices to
customers in Southern California. Revenues in first quarter 2003 are the result
of the delivery of broadband access to residential and business subscribers, web
hosting and design, and engineering consulting services.

NOTE B - GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. During the quarters ended March
31, 2004 and 2003, the Company incurred losses of $851,980 and $218,887,
respectively and the Company has an accumulated deficit of $14,622,435 as of
March 31, 2004. In addition, the Company's cash flow requirements have been met
by the generation of capital through private placements of the Company's common
stock, convertible debentures and notes payable. Assurance cannot be given that
this source of financing will continue to be available to the Company and demand
for the Company's equity instruments will be sufficient to meet its capital
needs. If the Company is unable to generate profits and unable to continue to
obtain financing for its working capital requirements, it may have to curtail
its business sharply or cease business altogether.

The consolidated 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. The Company's
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to retain its
current financing, to obtain additional financing, and ultimately to attain
profitability. Management plans to continue raising additional capital through a
variety of fund raising methods during 2004 and 2005 and the Company intends to
pursue all fundraising alternatives in this regard. The Company may also
consider a variety of potential partnership or strategic alliances to strengthen
its financial position.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & BASIS OF PRESENTATION

Basis of Presentation
The accompanying condensed consolidated financial statements are prepared in
accordance with the Securities and Exchange Commission's rules regarding interim
financial statements, and therefore do not contain all disclosures required by
accounting principles generally accepted in the United States of America for
annual financial statements. Reference is made to the financial statements
included in our annual report on Form 10-KSB for the year ended December 31,
2003.

Principles of Consolidation
The condensed consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant inter company
transactions and balances have been eliminated in consolidation.

Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Revenue Recognition
Equipment sales are recognized when products are delivered without any further
services required. Subscription Internet revenues are partially received as an
up front activation fee and monthly recurring revenues that vary. Revenues are
recognized as earned on a pro rata basis. Additional revenues come by way of
licensing. All licensing revenues are recognized when the earnings process has
been completed.

Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity date of three
months or less to be cash equivalents.

Segment Information
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131") establishes
standards for reporting information regarding operating segments in annual
financial statements and requires selected information for those segments to be
presented in interim financial reports issued to stockholders. SFAS 131 also
establishes standards for related disclosures about products and services and
geographic areas. Operating segments are identified as components of an
enterprise about which separate discrete financial information is available for
evaluation by the chief operating decision maker, or decision-making group, in
making decisions how to allocate resources and assess performance. The
information disclosed herein materially represents all of the financial
information related to the Company's principal operating segment, the design,
building and marketing of Wi-Fi compatible wireless broadband systems.

Concentrations of Credit Risk
Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and accounts receivable. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company periodically reviews its
trade receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $7,122 at March 31, 2004.

Inventory
Inventory is valued at the lower of cost or market value. It is comprised solely
of parts used in the assembly of wireless radio systems. Cost is determined
using the FIFO method.

Computers and Related Equipment
The Company has a series of Access Points and client Premise equipment located
in California. In addition, the Company has hosting facilities in California and
telecommunication equipment used to service clients. The company also has
purchased equipment to facilitate the expansion of its plan to deliver
international and domestic VoIP services. Property and equipment is stated at
cost. Depreciation is calculated using the straight-line method over a
three-year useful life. Maintenance, repairs, and minor renewals are expensed as
incurred.

Stock-Based Compensation
The Company issues shares of common stock to individuals and entities for
management, legal, consulting and marketing services. These issues are measured
at the quoted market price of the Company's stock at the date the vendor or
provider agreed to the issue of shares for service, or at the contracted dollar
value of the services. These transactions are reflected as a component of
general and administrative expenses in the accompanying statements of
operations.

Long-Lived Assets
The Company has adopted SFAS No. 144 ("SFAS 144"). The Statement requires that
long-lived assets and certain identifiable intangibles held and used by the
Company be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Events
relating to recoverability may include significant unfavorable changes in
business conditions, recurring losses, or a forecasted inability to achieve
break-even operating results over an extended period. The Company evaluates the
recoverability of long-lived assets based upon forecasted discounted cash flows.
Should an impairment in value be indicated, the carrying value of intangible
assets will be adjusted, based on estimates of future discounted cash flows
resulting from the use and ultimate disposition of the asset. SFAS No. 144 also
requires assets to be disposed of be reported at the lower of the carrying
amount or the fair value less costs to sell.

Comprehensive Income
The Company utilizes SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income as defined includes
all changes in equity (net assets) during a period from non-owner sources.
Examples of items to be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments and unrealized
gains and losses on available-for-sale securities. Comprehensive income is not
separately presented in the Company's financial statements as the Company did
not have any of the items of comprehensive income in any period presented.

Research and Development
The Company accounts for research and development costs in accordance with the
FASB's SFAS No. 2 ("SFAS 2"), "Accounting for Research and Development Costs."
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. Research and development
costs in the first quarters of 2003 and 2004 were minor and are included in
general and administrative expenses.

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

Costs Associated with Exit or Disposal Activities
The Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposed Activities". This statement requires that a liability for a cost
associated with an exit or disposed activity be recognized when the liability is
incurred. SFAS 146 also establishes that the liability should initially be
measured and recorded at fair value.

Income Taxes
Under the liability method, deferred tax assets and liabilities are determined
based on the difference between the financial statement and income tax basis of
assets and liabilities as measured by the enacted tax rates which will be in
effect when these differences reverse. Deferred tax expense is the result of
changes in deferred tax assets and liabilities. Valuation allowances are
established when necessary to reduce deferred tax assets to the expected amount
to be realized.

Net Loss Per Share
The Company adopted SFAS No. 128, "Earnings per Share." Basic loss per share is
computed by dividing loss available to common shareholders by the
weighted-average number of common shares during the period, exclusive of
restricted shares. The calculated diluted loss per share does not take into
account the effect of obligations, such as restricted shares, convertible
securities and warrants, considered to be potentially dilutive.

NOTE D - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46).
FIN 46 requires the consolidation of variable interest entities in which an
enterprise absorbs a majority of the entity's expected losses, receives a
majority of the entity's expected residual returns, or both, as a result of
ownership, contractual or other financial interests in the entity. FIN 46 is
effective for the first quarter of 2004. The Company's adoption of FIN 46 did
not have any impact on its condensed consolidated results of operations,
financial position or cash flows as it did not have any variable interest
entities or any special-purpose entities.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," that amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
This statement is effective for contracts and hedging relationships entered into
or modified after June 30, 2003, with certain exceptions. The Company's adoption
of SFAS No. 149 did not have an impact on its results of operations, financial
condition or cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity," (Statement
150). Statement 150 establishes standards for issuer classification and
measurement of certain financial instruments with characteristics of both
liabilities and equity. In accordance with this standard, financial instruments
that embody obligations for the issuer are required to be classified as
liabilities. This statement is effective for all financial instruments entered
into or modified after May 31, 2003, with certain exceptions. The Company's
adoption of Statement 150 did not have an impact on its results of operations,
financial position or cash flows.

In December 2003, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104). SAB 104 clarifies
existing guidance regarding revenue recognition. The Company's adoption of SAB
104 did not have an impact on its consolidated results of operations, financial
position or cash flows.

NOTE E - RELATED PARTY TRANSACTIONS

On March 16th, 2004 the Company issued 1,000,000 shares to Mr. Corty for
expenses incurred by the employee on behalf of the company.

NOTE F - SECURITY TRANSACTIONS

Preferred Stock
No shares of preferred stock have been issued or are outstanding. Dividends,
voting rights and other terms and preferences of the preferred shares have not
been designated but may be designated by the Board of Directors from time to
time.

Note payable

Notes Payable:
Promissory note, due on demand $ 50,000
Loan 20,000
Unsecured bank loan 9,367
--------------
Total $ 79,367
==============

On March 21, 2003, the Company signed a $50,000 promissory note to a consultant
due on or before December 31, 2003 which as of March 31, 2004 remains unpaid.
The note required 10 monthly installments of principal and interest at $5,416.67
and included a 10% annual interest rate.

Convertible Debentures

Convertible Debentures:
2002 5% Debentures $ 54,675
2003 8% Subordinated Promissory notes 135,000
2003 9% Convertible debentures 100,000
2004 Convertible promissory notes 250,000
--------------
Total $ 539,675
==============

In 2003, the Company agreed to terms with four investors, one of which was the
president of the Company, Peter Trepp, to loan the company a total of $135,000
under subordinated promissory notes. The subordinated notes, bearing 8% simple
interest payable at maturity or conversion, automatically convert into shares of
the security issued in connection with the receipt of new $2,500,000 equity
financing, or into shares of common stock in case of a change in control of the
Company. The notes are subordinated to all of the Company's indebtedness to
banks, commercial finance lenders, insurance companies or other financial
institutions regularly engaged in the business of lending money, but are senior
to all other debt on the Company's balance sheet. Each investor was issued
warrants to purchase shares of the Company's common stock equal to 40% of the
amount invested in the notes.

On May 27, 2003, the Company closed on a private placement funding with
investors through subscription agreements. The funding consists of a total of
$100,000 principal amount, 9% coupon convertible debentures due in 2004. These
debentures are convertible into common stock at (i) 125% of the closing bid
price (as reported by Bloomberg) on the closing date, or (ii) 60% of the average
of the three (3) lowest closing bid prices (as reported by Bloomberg) during the
twenty (20) trading days immediately prior to the conversion date.

On March 9, 2004, the Company raised $250,000 with a convertible promissory note
of which $50,000 came from Mr. & Mrs. Trepp, who was the President and COO,
$25,000 from an executive with the company and $25,000 from a relative of the
Executive Vice President and Treasurer. The note holders are eligible to receive
a warrant for 40% of the vested amount for two years. Also, in the event the
Company closes an equity financing in which it raises not less than $500,000 of
additional financing (not including any Notes converted into such financing) (a
"New Financing"), then the principal amount plus any accrued interest of all
Notes mandatory shall either convert into (a) Company Common Stock on the terms
set forth above, or (b) shares of Company capital stock sold in such New
Financing at a price per share equal to the lowest price per share paid by any
of the investors in such transaction. The Company will convert the note holders
into the new financing as it raised more than $500,000 on April 22, 2004.

During the period January 1, 2004 to March 31, 2004, the company issued a total
of 4,320,000 shares pursuant to a registration statement on Form S-8.

Warrants
The Company has issued warrants during the past three years. All warrants have
lapsed as of March 31, 2004 with the exception of nine warrants. The warrant
holders have the right to purchase $154,000 in shares of the Company's common
stock.

NOTE G - INCOME TAXES

The Company has incurred losses since inception and has operating loss carry
forwards. Utilization of these loss carry forwards may be restricted due to the
change in the composition of ownership of the Company. The principal difference
between assets and liabilities for financial statement and income tax return
purposes are the net operating loss carry forwards. This difference resulted in
a deferred tax asset, offset by a valuation allowance of 100%, resulting in no
asset at December 31, 2003 and March 31, 2004. Management believes that the
valuation allowance at December 31, 2003 and March 31, 2004 should be maintained
at 100% of the deferred tax asset amount. The valuation allowance will be
reassessed each year and adjusted as necessary based on management's estimates
of the realizability of the asset.

No income tax expense was recognized for the quarters ended March 31, 2004 and
2003 due to the losses incurred. Minimum California franchise taxes are included
in general and administrative expenses due to their immateriality.

NOTE H - SUBSEQUENT EVENTS

The Company plans to issue shares of common stock in mid 2004 to its executive
officers for accrued but unpaid salary, totaling $588,000, estimated to
approximate 68 million shares.

On April 9, 2004, the Company raised $65,000 from a promissory note which the
Company has since repaid.

On April 15, 2004, the Company raised $20,000 from a promissory note which the
Company has since repaid.

On April 22, 2004, the Company raised additional funding through an unsecured
convertible promissory note of up to $1,500,000. As of May 25, 2004, the Company
has received $615,000. The note is for a two year term with 9% interest per
annum. The Notes are convertible into Common Stock of the Company at the
election of the holder at the lower of either (1) 125% of the final bid trading
price of the Company Common Stock on the date of the initial closing, $0.033, or
(2) 100% of the lowest closing bid price of the Company's Common Stock for the
sixty (60) trading days immediately preceding the date of conversion. In the
event the Company closes an equity financing in which it raises not less than
$3,000,000 of additional financing (not including any Notes converted into such
financing) (a "New Financing"), then the principal amount plus any accrued
interest of all Notes mandatory shall either convert into (a) Company Common
Stock on the terms set forth above, or (b) shares of Company capital stock sold
in such New Financing at a price per share equal to the lowest price per share
paid by any of the investors in such transaction. The Company shall have the
right to redeem the Notes, in whole or in part, as follows; at 130% of the
outstanding principal amount, including accrued interest, from day 1 through day
182, at 140% of the outstanding principal amount, including accrued interest,
from day 183 through day 365. A sales commission comprised of 10% of the gross
proceeds to the offering, plus Two Million (2,000,000) unregistered shares of
Company Common Stock will be issued to May Davis Group, Inc., a registered
broker/dealer.

The Company has accepted the resignation of Mr. Trepp from the Board of
Directors. Mr. Trepp is also no longer affiliated with the Company as President
and Chief Operations Officer. The Company has been negotiating with Mr. Trepp on
departure package, however as of May 27, 2004, no agreement has been reached.

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

The following discussion and analysis of our financial condition and
results of operations should be read with the condensed consolidated financial
statements and related notes included elsewhere in this Report.

When used in this Report, 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 critical accounting policies,
adequacy of cash, expectations regarding net losses and cash flow, statements
regarding our growth and profitability, our need for future financing, our
dependence on personnel, our operating expenses, our ability to respond to rapid
technological change and statements regarding the issuance of common stock to
our executive officers. 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 below, as well as risks related to our ability to develop and
timely introduce products that address market demand, the impact of alternative
technological advances and competitive products, market fluctuations, our
ability to obtain future financing, and the risks set forth below under "Factors
That May Affect Our Results." These forward-looking statements speak only as of
the date hereof. 5G Wireless 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 the our expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release
No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting
Policies," or FRR 60, suggesting that companies provide additional disclosure
and commentary on their most critical accounting policies. The most critical
accounting policies are 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. We believe that of
the significant accounting policies used in the preparation of our consolidated
financial statements (see Note B to the Financial Statements), the following are
critical accounting policies, which may involve a higher degree of judgment,
complexity and estimates. The methods, estimates and judgments 5G Wireless uses
in applying these most critical accounting policies have a significant impact on
the results 5G Wireless reports in our financial statements.

Use of Estimates

The preparation of our consolidated financial statements in conformity
with United States generally accepted accounting principles requires us 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 period. Actual results could differ from those estimates.

Stock-Based Compensation Arrangements

5G Wireless issues shares of common stock to various individuals and
entities for certain management, legal, consulting and marketing services. These
issuances are valued at the fair market value of the service provided and the
number of shares issued is determined, based upon the closing price of our
common stock on the date of each respective transaction. These transactions are
reflected as a component of general and administrative expenses in the
accompanying statement of operations.

Overview

5G Wireless designs, builds, markets and services innovative Wi-Fi
compatible wireless broadband systems. We believe our 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. We are focused on manufacturing products and developing
solutions to create large and efficient wireless LAN and WAN with far less
equipment and expense than competitors. Our customers include universities,
businesses, governments, municipalities and WISPs.

We market and sell 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. We believe our antenna
design and wireless packet switching allows our systems to more readily
penetrate buildings and trees than competitors, and to accommodate up to 1000
users. Our indoor product shares many of the same strengths as our 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 2,500 feet.

Both our 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, we believe our products enable customers to combine wireless
networks with fewer components that cost less, perform better and potentially
provide a faster return on invested capital.

We have devoted substantial resources to the build out of our networks and
product research and development with limited resources applied to our marketing
programs. As a result, we have 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, we only have a
limited record of revenue-producing operations and there is only a limited
operating history upon which to base an assumption that we will be able to
achieve our business plans.

Results of Operations

The results of operations reflected in this discussion include the
operations of 5G Wireless for the quarters ended March 31, 2004 and March 31,
2003.

Revenue

Revenue from continuing operations increased by $48,090 or 261% from
$18,459 for the quarter ended March 31, 2003 to $66,549 for the quarter ended
March 31, 2004. The increase in revenue was primarily due to a change in the
business model from service provider to original equipment manufacturer, with
equipment sales totaling $41,380 in the quarter ending March 31, 2004.

Cost of Revenue

Cost of revenue principally includes the cost of the components required
to produce the various products and equipment required to complete the products.
Total cost of revenue increased by $ 29,440 from $0 for the quarter ended March
31, 2003. For the quarter ended March 31, 2003, the Company did not have cost of
revenues because the company did not sell equipment.

Operating Expenses

Total operating expenses increased by $636,125 (or 268%) from $237,346 for
the quarter ended March 31, 2003 to $873,471 for the quarter ended March 31,
2004. The increase was primarily attributable to additional staff to support the
orders required to produce the product. These general and administration
expenses are expected to remain at or near this number during the next quarter.

Other Expenses

Interest expense for the quarter ended March 31, 2004 was $15,618. For the
quarter ended March 31, 2003, the Company did not record interest expense.

Net Loss

Net loss increased by $633,093 (or 289%) from a net loss of $218,887 for
the quarter ended March 31, 2003 to a net loss of $851,980 for the quarter ended
March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

We have incurred significant losses and negative cash flows from
operations for the last two years. We have obtained our required cash resources
through private placements, convertible debentures and notes payable. We may not
operate profitably in the future and may be required to continue to raise
additional capital to finance our operations.

Cash and cash equivalents decreased to an overdraft of $1,923 at March 31,
2004 from $211,670 at December 31, 2003.

Cash used for operating activities was $464,923 during the quarter ended
March 31, 2004 compared to $22,243 for the quarter ended March 31, 2003.

Cash Used for Investing Activities

Cash used for investing activities of $30,170 and $2,543 during the
quarters ended March 31, 2004 and 2003, respectively, consisted of computer,
network and research and development equipment.

Cash Provided by Financing Activities

Financing activities provided cash of $281,500 during the quarter ended
March 31, 2004 and included the issuance of $250,000 in convertible debentures
and $31,500 in proceeds from the sales of our common stock.

We recognize the need for the infusion of cash during fiscal 2004 and 2005
and are actively pursuing various financing options. However, there can be no
assurance that we will be able to raise additional funds on favorable terms or
at all.

In addition, we 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 our product offerings and
achieve operating efficiencies. We may not have sufficient liquidity, or we may
be unable to obtain additional financing on favorable terms or at all, in order
to finance such an acquisition or investment.

We believe we currently have adequate cash to fund anticipated cash needs
for approximately the next five months as we received additional funding of
$615,000 in April and May 2004. An adverse business or legal development may
also require us to raise additional financing sooner than anticipated. We
recognize that we may be required to raise such additional capital, at times and
in amounts, which are uncertain, especially under the current capital market
conditions. If we are unable to acquire additional capital or are required to
raise it on terms that are less satisfactory than we desire, it may have a
material adverse effect on our financial condition. If necessary, we may be
required to consider curtailing our operations significantly or to seek
arrangements with strategic partners or other parties that may require us to
relinquish significant rights to products, technologies or markets. In the event
we raise additional equity financings, these financings may result in dilution
to existing shareholders.

Going Concern

These conditions raise substantial doubt about our ability to continue as
a going concern. As disclosed in the financial statements for the year ended
December 31, 2003, the opinion of our independent auditor includes an
explanatory fourth paragraph stating that there is substantial doubt about our
ability to continue as a going concern.

Off Balance Sheet

We have not entered into any off balance sheet arrangements that have or
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, result of operations,
liquidity, capital ependiture, or capital resources and would be considered
material to investors.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2002, the Financial Accounting Standards Board, or FASB issued
Statement of Financial Accounting Standards, or SFAS, No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure," an amendment of SFAS No.
123. SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require more prominent and more frequent disclosures in
financial statements about the effects of stock-based compensation. This
statement is effective for financial statements for fiscal years ending after
December 15, 2002. SFAS No. 148 has not had any impact on our financial
statements as management uses the fair value of goods and services received to
determine the number of shares to issue.

In January 2003, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN
46). FIN 46 requires the consolidation of variable interest entities in which an
enterprise absorbs a majority of the entity's expected losses, receives a
majority of the entity's expected residual returns, or both, as a result of
ownership, contractual or other financial interests in the entity. FIN 46 is
effective for the first quarter of 2004. The Company's adoption of FIN 46 did
not have any impact on its condensed consolidated results of operations,
financial position or cash flows as it did not have any variable interest
entities or any special-purpose entities.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities," that amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
This statement is effective for contracts and hedging relationships entered into
or modified after June 30, 2003, with certain exceptions. Our adoption of SFAS
No. 149 did not have an impact on our financial position or results of
operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity," or
Statement 150. Statement 150 establishes standards for issuer classification and
measurement of certain financial instruments with characteristics of both
liabilities and equity. In accordance with this standard, financial instruments
that embody obligations for the issuer are required to be classified as
liabilities. This statement is effective for all financial instruments entered
into or modified after May 31, 2003, with certain exceptions. Our adoption of
Statement 150 did not have an impact on our results of operations, financial
position or cash flows.

FACTORS THAT MAY AFFECT OUR RESULTS

WE HAVE A LIMITED OPERATING HISTORY AND A HISTORY OF LOSSES. WE CANNOT ASSURE
YOU THAT WE WILL OPERATE PROFITABLY IN THE FUTURE.

We have a limited record of revenue-producing operations under our current
plan of business. We have incurred losses for the last two fiscal years and
expect that our net losses and negative cash flow will continue for the
foreseeable future. As of March 31, 2004, our accumulated deficit was $
14,622,435. Our auditors included an explanatory paragraph in their Independent
Auditor's Report included in our audited financial statements, for the years
ended December 31, 2003 and 2002, to the effect that our loss from operations
for the year ended December 31, 2003, and the accumulated deficit at December
31, 2003 raise substantial doubt about our ability to continue as a going
concern. As a result of the fixed nature of many of our expenses, we may not
able to adjust spending in a timely manner to compensate for any unexpected
delays in the development and marketing of our products or any capital raising
or revenue shortfall. Any such delays or shortfalls will have an immediate
adverse impact on our operations and financial condition. We believe that our
planned growth and profitability will depend in large part on our ability to
promote our brand name and gain and expand our customer base. Accordingly, we
intend to invest heavily in marketing, strategic relationships, development of
our customer base and development of our marketing technology. If we are not
successful in promoting our brand name and expanding our customer base, it will
have a material adverse effect on our financial condition and our ability to
continue to operate our business.

IF WE ARE UNSUCCESSFUL IN RAISING ADDITIONAL CAPITAL IN THE FUTURE, WE MAY BE
UNABLE TO CONTINUE TO OPERATE.

We believe we currently have adequate cash to fund anticipated cash needs
for approximately the next six months. Our independent auditors have advised us
regarding uncertainty as to our ability to continue as a going concern. We will
need to raise additional capital in the future and are actively pursuing various
financing options. Any equity financing may be dilutive to shareholders, and
debt financing, if available, will increase expenses and may involve restrictive
covenants. We may be required to raise additional capital, at times and in
amounts, which are uncertain, especially under the current capital market
conditions. In addition, if our cash assets are inadequate to meet our
operational needs, we may compensate providers for services rendered by issuing
shares of our common stock in lieu of cash, which will dilute existing
shareholders. Under these circumstances, if we are unable to obtain additional
capital or are required to raise it on undesirable terms, it may have a material
adverse effect on our financial condition, which could require us to:

o curtail our operations significantly;

o sell significant assets;

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

o explore other strategic alternatives including a merger or sale of
5G Wireless.

Because our technology is deployed in license-free frequency bands, our
products may cause harmful interference to other equipment manufacturers'
products and other equipment manufacturers' products may cause harmful
interference to our products. If this should occur we or our customers could be
required to discontinue service.

Our technology is deployed in license-free frequency bands and are not
subject to any wireless or transmission licensing in most jurisdictions,
including the United States. Continued license-free operation is dependent upon
the continuation of existing government policy. While we are not aware of any
policy changes planned or expected, there can be no assurances that government
policy will not change. License-free operation of our products in the 2.4 GHz
bands are subordinate to certain licensed and unlicensed uses of the bands and
our products must not cause harmful interference to other equipment operating in
the bands and must accept interference from any of them. If we are unable to
eliminate any such harmful interference, or should our products be unable to
accept interference caused by others, we or our customers could be required to
cease operations in the bands in the locations affected by the harmful
interference. Additionally, in the event the 2.4 GHz band becomes unacceptably
crowded, and no additional frequencies are allocated, our business could be
adversely affected.

WE OPERATE IN A MARKET THAT IS INTENSELY AND INCREASINGLY COMPETITIVE, AND IF WE
ARE UNABLE TO COMPETE SUCCESSFULLY, OUR REVENUE COULD DECLINE AND WE MAY BE OR
BE UNABLE TO GAIN MARKET SHARE.

The market for wireless products and services is highly competitive. Our
future success will depend on our ability to adapt to rapidly changing
technologies, evolving industry standards, product offerings and evolving
demands of the marketplace.

Some of our competitors have:

o longer operating histories;

o larger customer bases;

o greater name recognition and longer relationships with clients; and

o significantly greater financial, technical, marketing, public
relations and managerial resources than we do.

Our competitors may also be better positioned to address technological and
market developments or may react more favorably to technological changes. We
compete on the basis of a number of factors, including:

o range;

o non-line of sight capabilities;

o data rate;

o security scheme;

o simultaneous users;

o implementation cost; and

o a total solutions provider.

Competitors may develop or offer services that provide significant
technological, creative, performance, price or other advantages over the
services offered by 5G Wireless. If we fail to gain market share or lose
existing market share, our financial condition, operating results and business
could be adversely affected and the value of the investment in the company could
be reduced significantly. We may not have the financial resources, technical
expertise or marketing, distribution or support capabilities to compete
successfully.

OUR OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS CAUSED BY MANY FACTORS WHICH
COULD CAUSE US TO FAIL TO ACHIEVE OUR REVENUE OR PROFITABILITY EXPECTATIONS,
WHICH IN TURN COULD CAUSE OUR STOCK PRICE TO DECLINE.

Our operating results can vary significantly depending upon a number of
factors, many of which are outside our control. Factors that may affect our
quarterly operating results include:

o market acceptance of and changes in demand for our products and
services;

o gain or loss of clients or strategic relationships;

o announcement or introduction of new services and products by us or
by our competitors;

o our ability to build brand recognition;

o timing of sales to customers;

o price competition;

o our ability to upgrade and develop systems and infrastructure to
accommodate growth;

o our ability to attract and integrate new personnel in a timely and
effective manner;

o our ability to introduce and market products and services in
accordance with market demand;

o changes in governmental regulation;

o reduction in or delay of capital spending by our clients due to the
effects of terrorism, war and political instability; and

o general economic conditions.

Most of our operating expenses are relatively fixed in the short-term. We
may be unable to adjust spending rapidly to compensate for any unexpected sales
shortfall, which could harm our quarterly operating results. Because of the
emerging nature of the markets in which we compete, we do not have the ability
to predict future operating results with any certainty. Because of the above
factors, you should not rely on period-to-period comparisons of results of
operations as an indication of future performance.

BECAUSE A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR AND MAY IN FUTURE PERIODS
ACCOUNT FOR SUBSTANTIAL PORTIONS OF OUR REVENUE, OUR REVENUE COULD DECLINE
BECAUSE OF DELAYS OF CUSTOMER ORDERS OR THE FAILURE TO RETAIN CUSTOMERS.

We have a small number of customers that account for, and may in future
periods account for, a significant portion of our revenue. Our revenue could
decline because of a delay in customer orders or the failure to retain an
existing customer. We may not obtain additional customers. The failure to obtain
additional customers and the failure to retain existing customers will harm our
operating results.

IF WE ARE UNABLE TO DEVELOP PRODUCTS AND SERVICES THAT KEEP PACE WITH
TECHNOLOGICAL ADVANCES, WE MAY LOSE OUR MARKET SHARE WHICH WOULD ADVERSELY
AFFECT OUR FINANCIAL AND RESULTS OF OPERATIONS.

The market for data access and communications services is characterized by
rapidly changing technology and evolving industry standards in both the wireless
and wire line industries. Our success will depend on our ability to develop and
introduce, in a timely and cost-effective manner, enhancements to our high-speed
service and new products that meet our customer requirements and evolving
industry standards. Our technology or systems may become obsolete upon the
introduction of alternative technologies. If we do not develop and introduce new
products and services in a timely manner, we may lose customers to competing
service providers, which would adversely affect our business and results of
operations.

IF WE DO NOT ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, OUR BUSINESS MAY
SUFFER, WE MAY LOSE REVENUE AND WE MAY BE REQUIRED TO SPEND SIGNIFICANT TIME AND
RESOURCES TO DEFEND OUR INTELLECTUAL PROPERTY RIGHTS.

We rely on a combination of patent, trademark, trade secrets,
confidentiality procedures and contractual procedures to protect our
intellectual property rights. If we are unable to adequately protect our
intellectual property, our business may suffer from the piracy of our technology
and the associated loss in revenue. Any patents that we may obtain may not
sufficiently protect our intellectual property and may be challenged by third
parties. Our effort to protect our intellectual property rights may not prevent
the misappropriation of our intellectual property. Other parties may also
independently develop similar or competing products that do not infringe upon
our intellectual property rights. Any infringement claims could cause us to
spend significant time and money to defend our products, redesign our products
or develop or license a substitute technology. We may be unsuccessful in
acquiring or developing substitute technology and any required license may be
unavailable on commercially reasonable terms, if at all. In the event of
litigation to determine the validity of any third party claims or claims by us
against such third party, such litigation, whether or not determined in our
favor could result in significant expense and divert the efforts of our
technical and management personnel, regardless of the outcome of such
litigation.

WE MAY NOT BE ABLE TO ATTRACT, RETAIN OR INTEGRATE KEY PERSONNEL, WHICH MAY
PREVENT US FROM SUCCESSFULLY OPERATING OUR BUSINESS.

We may not be able to retain our key personnel or attract other qualified
personnel in the future. Our success will depend upon the continued service and
the abilities of key personnel. We have employment agreements with only four of
our officers. There can be no assurance that other personnel will remain
employed by us, or that the four officers will remain after the termination of
their agreements. The loss of services of any of the key members of our
management team or our failure to attract and retain other key personnel could
disrupt operations and have a negative effect on employee productivity and
morale and harm our financial results.

ANY CONFLICTS OF INTEREST WITH OUR EXECUTIVE OFFICERS OR DIRECTORS COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our executive officers and directors have interests outside of 5G
Wirelesses to which they devote time, either individually or through
partnerships and corporations in which they have an interest, hold an office, or
serve on boards of directors. As a result, certain conflicts of interest may
arise between 5G Wireless and its executive officers or directors. Any potential
conflicts of interest will be resolved by our board of directors in a manner
consistent with their fiduciary duties. To minimize any potential conflicts of
interest, it is the intention of management to present to our board of directors
any proposed investments for its evaluation. If a conflict of interest were to
arise, it could have a material adverse effect on our financial condition and
results of operations.

OUR EXECUTIVE OFFICERS AND DIRECTORS HAVE SIGNIFICANT VOTING POWER AND MAY TAKE
ACTIONS THAT MAY BE DIFFERENT THAT ACTIONS SOUGHT BY OUR OTHER SHAREHOLDERS.

Our executive officers and directors beneficially own approximately 25.64%
of the outstanding shares of our common stock as of March 31, 2004 including
those accrued that are now eligible to convert to common shares.

These stockholders, if they act together, will be able to exercise
influence over all matters requiring stockholder approval. This influence over
our affairs might be adverse to the interest of our other stockholders. In
addition, this concentration of ownership may delay or prevent a change in
control and might have an adverse effect on the market price of our common
stock.

OUR COMMON STOCK IS A LOW PRICED SECURITY AND THIS MAY AFFECT THE MARKET VALUE
OF OUR COMMON STOCK.

Historically, there has been a limited public market for our common stock.
Our common stock is currently quoted on the Over the Counter Bulletin Board and
our stockholders may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of our common stock. In addition, our common
stock is subject to the low-priced security or so called "penny stock" rules
that impose additional sales practice requirements on broker-dealers who sell
our common stock. The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure in connection with any trades involving a stock
defined as a penny stock, including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith. The regulations governing low-priced or penny stocks
sometimes limit the ability of broker-dealers to sell our common stock and the
ability of our stockholders to sell their securities in the secondary market.

The restriction on a substantial portion of the restricted stock at
December 31, 2003 lapsed in February 2004.

IF WE FAIL TO MAINTAIN MARKET MAKERS, OUR COMMON STOCK PRICE COULD DECLINE.

Our common stock is traded on the Over the Counter Bulletin Board. If
broker-dealers fail to act as market makers in our common stock, the liquidity
of our common stock could be impaired by the number of shares of common stock
that can be bought and sold and through delays in the timing of transactions. As
a result, the price of our common stock could decline. In addition, the lack of
market makers could result in stockholders being unable to buy or sell shares of
our common stock on any secondary market. There can be no assurance we will be
able to maintain such market makers.

FUTURE SALES OF OUR COMMON STOCK MAY CAUSE THE MARKET PRICE OF OUR COMMON STOCK
TO DECLINE.

As of March 31, 2004, there were approximately 303,280,070 shares of
common stock outstanding, of which at least 69,734,969 shares are restricted
securities under the Securities Act, a minority of which are held by related
parties of 5G Wireless. In addition, we expect to issue shares of common stock
to our executive officers for accrued but unpaid salary, totaling $588,000,
estimated to approximately 68 million shares. These restricted securities will
be eligible for sale from time to time upon expiration of applicable holding
periods under Rule 144 under the Securities Act. If these holders sell in the
public market, these sales could cause the market price of our common stock to
decline. This also could make it more difficult for us to raise funds through
future offerings of our common stock.

ITEM 3. CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. We maintain
"disclosure controls and procedures," as such term is defined in Rule 13a-14(c)
under the Securities Exchange Act of 1934, or the Exchange Act, that are
designed to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Treasurer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures,
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, our management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible disclosure controls and procedures. The design of any
disclosure controls and procedures 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 it's our stated goals under all
potential future conditions.

The evaluation revealed certain weaknesses in disclosure controls and
procedures. Based on their evaluation as of the period covered by this quarterly
report, our Chief Executive Officer and Treasurer have concluded that, subject
to the limitations noted above, and except for the weaknesses noted above, our
disclosure controls and procedures were effective to ensure that material
information relating to us, including our consolidated subsidiaries, is made
known to them by others within those entities, particularly during the period in
which this Report was being prepared.

(b) CHANGES IN INTERNAL CONTROLS. We plan to institute greater controls by
adding additional staff to allow for greater third person review and
verification of all transactions thereby enhancing the accuracy of all records.
We are also looking to implement many of the new requirements required under the
Sarbanes-Oxley Act of 2002 during the coming year. However, we believe that
there are no significant changes in our internal controls or, to our knowledge,
in other factors that could significantly affect these controls subsequent to
the date of our evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than as set forth below, the Company is not a 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.

On July 17, 2002, Skyhub Asia Holdings Limited filed an action against the
Company in the High Court of the Hong Kong Special Administrative Region, Court
of First Instance, Action No. 2767. In this complaint, the plaintiff alleges
breach of contract in connection with an agreement between the plaintiff and the
Company, dated May 19, 2001, and seeks monetary damages of $919,400 plus
interest. The Company filed an answer to this complaint, and asserted certain
counterclaims against the plaintiff, including fraud and breach of contract. The
Company believes this case is without merit.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In February 2004, the Company issued 684,970 shares of common stock to one
accredited investor for $31,500. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.

In March 2004, the Company issued promissory notes in the aggregate amount of
$250,000 to five accredited investors. The promissory notes have a term of two
years, have an interest rate of 9% per annum and are convertible into common
stock. The investors also received two year warrants to purchase up to $100,000
based on the conversion price. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 2004, the Company issued a total of 1,000,000 shares to Mr. Corty
for expenses incurred by the employee on behalf of the Company in the amount of
$23,950. This transaction was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are included in this report or incorporated by
reference into this report:

2.1 Agreement and Plan of Reorganization and Merger between Tesmark,
Inc., an Idaho corporation, and the Registrant (formerly known 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 Registrant, 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 Registrant, 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 Registrant 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 Registrant 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(i).1 Articles of Incorporation of Tesmark, Inc. (incorporated by
reference to Exhibit 3 to the Registrant's Form 10).

3(i).2 Articles of Incorporation of Tesmark, Inc. (incorporated by
reference to Exhibit 3 to the Registrant's Form 10).

3(i).3 Certificate of Amendment to Articles of Incorporation of Tesmark,
Inc. (incorporated by reference to Exhibit 3.(i) to the Registrant's
Current Report on Form 8-K filed on February 14, 2001).

3(i).4 Certificate of Amendment to Articles of Incorporation of 5G Wireless
Communications, Inc. (incorporated by reference to Exhibit 3.4 to
the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2002).

3(ii) Bylaws. (incorporated by reference to Exhibit 3.5 to the
Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2002).

4.1 Form of Promissory Note dated March 4, 2004 issued to accredited
investors on March 4, 2004.

4.2 Form of Note Purchase Agreement dated March 4, 2004 issued to
accredited investors on March 4, 2004.

4.3 Form of Warrant dated March 4, 2004 issued to accredited investors
on March 4, 2004.

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
and 15d-14(a) (2).

31.2 Certification of Principal Financial Officer Pursuant to Rule
13a-14(a) and 15d-14(a) (2).

32 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2).

(b) The following reports on Form 8-K were filed during the quarter ended
March 31, 2004:

None.

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

5G WIRELESS COMMUNICATIONS, INC.

By: /s/ Jerry Dix
---------------------------
Jerry Dix
Chief Executive Officer

Date: May 27, 2004

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerry Dix and Don Boudewyn, and each of them, his
true and lawful attorneys-in-fact, each with full power of substitution, for him
or her in any and all capacities, to sign any amendments to this report on Form
10-QSB/A and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact or their
substitute or substitutes may do or cause to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

NAME TITLE DATE

/s/ Jerry Dix Chief Executive Officer May 27, 2004
- ------------------------------- (Principal Executive Officer)
Jerry Dix and Director

/s/ Don Boudewyn Treasurer May 27, 2004
- ------------------------------- (Principal Accounting and
Don Boudewyn Financial Officer)

/s/ Brian Corty Director May 27, 2004
- --------------------------------
Brian Corty