UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 2, 2004
5G WIRELESS COMMUNICATIONS, INC.
(Exact name of Company as specified in charter)
Nevada 0-30448 20-0420885
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
4136 Del Rey Avenue
Marina Del Rey, California 90292
(Address of principal executive offices)
Company's telephone number, including area code: (310) 488-8022
(Former name or former address, if changed since last report)
This Form 8-K and other reports filed by 5G Wireless Communications, Inc. (the
"Company") from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management as well as estimates and assumptions made by the Company's
management. When used in the Filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to the Company or the Company's
management identify forward looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Company's
industry, operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Item 4. Changes in Company's Independent Accountants
Carter & Balsam, a professional corporation ("Carter & Balsam"), the
independent accountants who had been engaged by the Company as the principal
accountants to audit the Company's consolidated financial statements, resigned
effective June 7, 2004.
The report of Carter & Balsam on the financial statements of the
Company as of and for the years ended December 31, 2003 and December 31, 2002
did not contain an adverse opinion, or a disclaimer of opinion, however, the
report was modified as to the Company's ability to continue as a going concern.
The report was not qualified or modified as to audit scope or accounting
principles. During the fiscal years ended December 31, 2003 and December 31,
2002, the Company did not have any disagreements with Carter & Balsam on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Carter & Balsam, would have caused it to make a reference to the
subject matter of the disagreements in connection with its reports.
On July 2, 2004, the Company engaged the firm of Squar, Milner, Reehl &
Williamson, LLP as its new auditors. The decision to retain the services of
Squar, Milner, Reehl & Williamson, LLP was approved by the Company's Board of
Directors.
Prior to engaging Squar, Milner, Reehl & Williamson, LLP, the Company
had not consulted Squar, Milner, Reehl & Williamson, LLP regarding the
application of accounting principles to a specified transaction, completed or
proposed, the type of audit opinion that might be rendered on the Company's
financial statements or a reportable event, nor did the Company consult with
Squar, Milner, Reehl & Williamson, LLP regarding any disagreements with its
prior auditor on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the prior auditors, would have caused it to
make a reference to the subject matter of the disagreements in connection with
its reports.
Item 7. Financial Statements and Exhibits
16(c) Letter regarding Change in Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 13, 2004 5G WIRELESS COMMUNICATIONS, INC.
By: /s/ Jerry Dix
-----------------------------
Jerry Dix
Chief Executive Officer