Exhibit 31.2

                                  CERTIFICATION

      Certification of Principal Financial Officer pursuant to Securities
Exchange Act rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of
the Sarbanes Oxley Act of 2002.

I, Don Boudewyn, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB/A of 5G Wireless
      Communications, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the small business issuer as of, and for, the periods presented
      in this quarterly report;

4.    I am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) for the
      small business issuer and have:

      a)    designed such disclosure controls and procedures or cause such
            disclosure controls and procedures to be designed under my
            supervision, to ensure that material information relating to the
            small business issuer, including its consolidated subsidiaries, is
            made known to me by others within those entities, particularly
            during the period in which this quarterly report is being prepared;

      b)    evaluated the effectiveness of the small business issuer's
            disclosure controls and procedures as of the end of the period
            covered by this report based on such evaluation; and

      c)    disclosed in this report any change in the small business issuer's
            internal control over financial reporting that occurred during the
            small business issuer's most recent fiscal quarter that has
            materially affected, or its reasonably likely to materially affect,
            the small business issuer's internal control over financial
            reporting; and

5.    I have disclosed, based on my most recent evaluation over financial
      reporting, to the small business issuer's auditors and the audit committee
      of small business issuer's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies and material weakness in the design or
            operation of internal controls over financial reporting which are
            reasonably likely to adversely affect the small business issuer's
            ability to record, process, summarize and report financial
            information; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the small business
            issuer's internal controls over financial reporting; and

6.    The small business issuer's other certifying officers and I have indicated
      in this quarterly report whether or not there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses.

Date: May 27, 2004

/s/ Don Boudewyn
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Don Boudewyn
Principal Financial Officer


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