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                           PART II. OTHER INFORMATION
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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  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: August 15, 2004


                                                /s/ Don Boudewyn
                                                --------------------------------
                                                Don Boudewyn
                                                Principal Financial Officer



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