U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        5G WIRELESS COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Nevada                                             82-0351882
    ------------------------                            ------------------------
    (State of Incorporation)                            (I.R.S. Employer ID No.)


           4136 Del Rey Ave. Marina Del Rey California            90292
           -------------------------------------------         ----------
            (Address of principal executive offices)           (Zip Code)


         2004 Non-Employee Directors and Consultants Retainer Stock Plan
         ---------------------------------------------------------------
                            (Full title of the Plan)


                                    Jerry Dix
                               4136 Del Rey Avenue
                        Marina Del Rey, California 90292
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (310) 448-8022
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   copies to:

                                Kevin Leung, Esq.
                             Richardson & Patel LLP
                         10900 Wilshire Blvd. Suite 500
                              Los Angeles, CA 90024
                                 (310) 208-1182

                         CALCULATION OF REGISTRATION FEE

----------------------------- -------------------------- -----------------------
                                    Proposed
    Title of       Amount to be      Maximum          Proposed        Amount of
Securities to be    Registered   Offering Price       Aggregate     Registration
   Registered                      Per Share       Offering Price        Fee
----------------------------- -------------------------- -----------------------
  Common Stock     150,000,000      $0.03 (1)        $4,500,000        $570.15
----------------------------- -------------------------- -----------------------

(1) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on June 16, 2004, as reported on the OTC Electronic Bulletin Board.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         See Item 2 below.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents  containing the information  specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428  promulgated  under the Securities  Act of 1933.  The  participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (ii) other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following are hereby incorporated by reference:

         (a)      The  Registrant's  latest annual report on Form 10-KSB for the
                  fiscal year ended December 31, 2003, filed on May 19, 2004, as
                  amended on May 20, 2004.

         (b)      All other reports filed by the Registrant  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Form 10-KSB referred to in (a) above.

         (c)      A description of the securities of the Registrant is contained
                  in a Form SB-2 filed on January 10, 2002.

           All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections  13(a),  13(c),  14, and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  by  reference  in the
registration  statement  and to be part  thereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.


                                       2
<PAGE>

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Other than as set forth below,  no named expert or counsel was hired on
a  contingent  basis,  will  receive a direct or indirect  interest in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer, or employee of the Registrant.

         Richardson & Patel LLP, counsel for the Registrant is giving an opinion
on the validity of the securities  being  registered.  This counsel owns 392,157
shares of the Company's common stock and this counsel may be receiving shares of
common stock pursuant to the 2004  Non-Employee  Directors and Consultants Stock
Plan in exchange for legal services consisting of advice and preparation work in
connection with reports of the Registrant  under the Securities  Exchange Act of
1934 and other general corporate and securities work previously  rendered and to
be rendered in the future to the Registrant under an attorney-client contract.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION OF LIABILITY.

(a)      ARTICLES OF INCORPORATION.

         The articles of incorporation  of the Registrant  provide the following
with respect to liability:

         "To the fullest extent permitted by the Nevada corporations laws or any
other  applicable  law as now in  effect  or as it  may  hereafter  be  amended,
officers or directors of this corporation  shall not be personally liable to the
corporation or its shareholders for monetary damages for any action taken or any
failure to take any action, as an officer or director."

(b)      NEVADA REVISED STATUTES.

         NRS 78.747  LIABILITY OF  STOCKHOLDER,  DIRECTOR OR OFFICER FOR DEBT OR
LIABILITY OF CORPORATION.

           1. Except as otherwise provided by specific statute,  no stockholder,
director  or  officer  of a  corporation  is  individually  liable for a debt or
liability of the corporation,  unless the stockholder,  director or officer acts
as the alter ego of the corporation.

         2. A  stockholder,  director  or  officer  acts as the  alter  ego of a
corporation if:

         (a)      The corporation is influenced and governed by the stockholder,
                  director or officer;

         (b)      There  is such  unity  of  interest  and  ownership  that  the
                  corporation  and the  stockholder,  director  or  officer  are
                  inseparable from each other; and

         (c)      Adherence to the corporate  fiction of a separate entity would
                  sanction fraud or promote a manifest injustice.


                                       3
<PAGE>

         3. The question of whether a  stockholder,  director or officer acts as
the alter ego of a  corporation  must be  determined by the court as a matter of
law.

INDEMNIFICATION.

(a)      ARTICLES OF INCORPORATION.

         The  articles of  incorporation  of the  Registrant  do not contain any
provisions with regard to indemnification.

(b)      BYLAWS.

         The Bylaws of the  Registrant  provide the  following  with  respect to
indemnification:

         "Any person made a party to any action,  suit or proceeding,  by reason
of the fact that he,  his  testator  or  interstate  representative  is or was a
director,  officer or employee of the Corporation or of any corporation in which
he served as such at the request of the Corporation  shall be indemnified by the
Corporation against the reasonable expenses,  including attorneys fees, actually
and  necessarily  incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action,  suit or proceeding,
or in connection with any appeal therein that such officer, director or employee
is liable for gross negligence or misconduct in the performance of his duties.

         The foregoing right of indemnification shall not be deemed exclusive of
any other  rights to which any officer or director  -or employee may be entitled
apart from the provisions of this section.

         The amount of  indemnity  to which any officer or any  director  may be
entitled  shall be fixed by the Board of  Directors,  except that in any case in
which  there is no  disinterested  majority of the Board  available,  the amount
shall  be fixed  by  arbitration  pursuant  to the  then  existing  rules of the
American Arbitration Association."

(c)      NEVADA REVISED STATUTES.

         "NRS 78.7502  DISCRETIONARY AND MANDATORY  INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

         (1) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:


                                       4
<PAGE>

         (a)      Is not liable  pursuant to NRS 78.138  [directors and officers
                  duty to exercise their powers in good faith and with a view to
                  the interests of the corporation]; or

         (b)      Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation,  and,  with  respect  to any  criminal  action or
                  proceeding, had no reasonable cause to believe his conduct was
                  unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

         (2) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

         (a)      Is not liable pursuant to NRS 78.138; or

         (b)      Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by a  court  of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

         (3) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

         NRS 78.751  AUTHORIZATION  REQUIRED FOR DISCRETIONARY  INDEMNIFICATION;
ADVANCEMENT  OF EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND  ADVANCEMENT  OF
EXPENSES.


                                       5
<PAGE>

         (1) Any discretionary  indemnification  pursuant to NRS 78.7502, unless
ordered by a court or  advanced  pursuant  to  subsection  2, may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

         (a)      By the stockholders;

         (b)      By the  board  of  directors  by  majority  vote  of a  quorum
                  consisting  of  directors  who were not parties to the action,
                  suit or proceeding;

         (c)      If a majority  vote of a quorum  consisting  of directors  who
                  were not parties to the action,  suit or proceeding so orders,
                  by independent legal counsel in a written opinion; or

         (d)      If a quorum  consisting  of directors  who were not parties to
                  the  action,  suit  or  proceeding  cannot  be  obtained,   by
                  independent legal counsel in a written opinion.

         (2) The articles of  incorporation,  the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action,  suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

         (3) The  indemnification  pursuant to NRS 78.7502  and  advancement  of
expenses authorized in or ordered by a court pursuant to this section:

         (a)      Does not  exclude any other  rights to which a person  seeking
                  indemnification  or  advancement  of expenses  may be entitled
                  under the articles of incorporation  or any bylaw,  agreement,
                  vote of stockholders or disinterested  directors or otherwise,
                  for either an action in his official  capacity or an action in
                  another  capacity  while  holding  his  office,   except  that
                  indemnification,  unless  ordered by a court  pursuant  to NRS
                  78.7502 or for the  advancement  of expenses  made pursuant to
                  subsection  2, may not be made to or on behalf of any director
                  or officer if a final  adjudication  establishes that his acts
                  or  omissions  involved  intentional  misconduct,  fraud  or a
                  knowing  violation of the law and was material to the cause of
                  action.

         (b)      Continues  for a  person  who  has  ceased  to be a  director,
                  officer,  employee  or agent and inures to the  benefit of the
                  heirs, executors and administrators of such a person.


                                       6
<PAGE>

         NRS 78.752 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY
OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

         1. A  corporation  may purchase  and  maintain  insurance or make other
financial  arrangements  on  behalf  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such,  whether or not the  corporation  has the  authority to  indemnify  him
against such liability and expenses.

         2. The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:

         (a)      The creation of a trust fund.

         (b)      The establishment of a program of self-insurance.

         (c)      The securing of its obligation of  indemnification by granting
                  a  security  interest  or  other  lien  on any  assets  of the
                  corporation.

         (d)      The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction,  after exhaustion of
all  appeals  therefrom,  to be liable for  intentional  misconduct,  fraud or a
knowing  violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

         3. Any  insurance or other  financial  arrangement  made on behalf of a
person  pursuant to this section may be provided by the corporation or any other
person  approved  by the  board of  directors,  even if all or part of the other
person's stock or other securities is owned by the corporation.

         4. In the absence of fraud:

         (a)      The decision of the board of directors as to the  propriety of
                  the terms and  conditions of any insurance or other  financial
                  arrangement  made  pursuant to this  section and the choice of
                  the  person  to  provide  the  insurance  or  other  financial
                  arrangement is conclusive; and

         (b)      The insurance or other financial arrangement:

                  (1)      Is not void or voidable; and

                  (2)      Does  not  subject  any  director   approving  it  to
                           personal liability for his action, even if a director
                           approving   the   insurance   or   other    financial
                           arrangement  is a  beneficiary  of the  insurance  or
                           other financial arrangement.


                                       7
<PAGE>

         5. A corporation or its subsidiary  which provides  self-insurance  for
itself or for another  affiliated  corporation  pursuant to this  section is not
subject to the provisions of Title 57 of NRS."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.  EXHIBITS.

         The  Exhibits  required  by Item 601 of  Regulation  S-B,  and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

1. To file,  during  any  period in which  offers or sales  are  being  made,  a
post-effective amendment to this registration statement:

         To  include  any  material  information  with  respect  to the  plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

2. That, for the purpose of determining  any liability  under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

4.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

5. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the


                                       8
<PAGE>

successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       9
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorize, in the City of Marina Del Rey, California, on June 21, 2004.

                                              5G WIRELESS COMMUNICATIONS, INC.


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

                            SPECIAL POWER OF ATTORNEY

         The undersigned  constitute and appoint Jerry Dix their true and lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name,  place,  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments,  including post-effective  amendments, to this Form S-8 registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact  the full power and  authority to do and perform each and every
act and thing  requisite and necessary to be done in and about the premises,  as
fully and to all intents and purposes as he might or could do in person,  hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

       Signature                       Title                          Date
--------------------------------------------------------------------------------

/s/  Jerry Dix        Chief Executive Officer (principal          June 21, 2004
-----------------     executive officer)/Director
Jerry Dix


/s/  Don Boudewyn     Acting Chief Financial Officer (principal   June 21, 2004
-----------------     accounting & financial office)/Director
Don Boudewyn


/s/  Brian Corty      Secretary/Director                          June 21, 2004
-----------------
Brian Corty



                                       10
<PAGE>


                                  EXHIBIT INDEX


Number                                  Exhibit Description
------                                  -------------------

4                    2004 Non-Employee Directors and Consultants Retainer Stock
                     Plan.

5                    Opinion Re: Legality.

23.1                 Consent of Accountants.

23.2                 Consent of Counsel.




                                       11
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        5G WIRELESS COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Nevada                                             82-0351882
    ------------------------                            ------------------------
    (State of Incorporation)                            (I.R.S. Employer ID No.)

           4136 Del Rey Ave. Marina Del Rey California            90292
           -------------------------------------------         ----------
            (Address of principal executive offices)           (Zip Code)

         2004 Non-Employee Directors and Consultants Retainer Stock Plan
         ---------------------------------------------------------------
                            (Full title of the Plan)

                                    Jerry Dix
                               4136 Del Rey Avenue
                        Marina Del Rey, California 90292
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (310) 448-8022
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   copies to:

                                Kevin Leung, Esq.
                             Richardson & Patel LLP
                         10900 Wilshire Blvd. Suite 500
                              Los Angeles, CA 90024
                                 (310) 208-1182

                         CALCULATION OF REGISTRATION FEE

----------------------------- -------------------------- -----------------------
                                    Proposed
    Title of       Amount to be      Maximum          Proposed        Amount of
Securities to be    Registered   Offering Price       Aggregate     Registration
   Registered                      Per Share       Offering Price        Fee
----------------------------- -------------------------- -----------------------
  Common Stock     150,000,000      $0.03 (1)        $4,500,000        $570.15
----------------------------- -------------------------- -----------------------

(1) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on June 16, 2004, as reported on the OTC Electronic Bulletin Board.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         See Item 2 below.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents  containing the information  specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428  promulgated  under the Securities  Act of 1933.  The  participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (ii) other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following are hereby incorporated by reference:

         (a)      The  Registrant's  latest annual report on Form 10-KSB for the
                  fiscal year ended December 31, 2003, filed on May 19, 2004, as
                  amended on May 20, 2004.

         (b)      All other reports filed by the Registrant  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Form 10-KSB referred to in (a) above.

         (c)      A description of the securities of the Registrant is contained
                  in a Form SB-2 filed on January 10, 2002.

           All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections  13(a),  13(c),  14, and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  by  reference  in the
registration  statement  and to be part  thereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

                                       2
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Other than as set forth below,  no named expert or counsel was hired on
a  contingent  basis,  will  receive a direct or indirect  interest in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer, or employee of the Registrant.

         Richardson & Patel LLP, counsel for the Registrant is giving an opinion
on the validity of the securities  being  registered.  This counsel owns 392,157
shares of the Company's common stock and this counsel may be receiving shares of
common stock pursuant to the 2004  Non-Employee  Directors and Consultants Stock
Plan in exchange for legal services consisting of advice and preparation work in
connection with reports of the Registrant  under the Securities  Exchange Act of
1934 and other general corporate and securities work previously  rendered and to
be rendered in the future to the Registrant under an attorney-client contract.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION OF LIABILITY.

(a)      ARTICLES OF INCORPORATION.

         The articles of incorporation  of the Registrant  provide the following
with respect to liability:

         "To the fullest extent permitted by the Nevada corporations laws or any
other  applicable  law as now in  effect  or as it  may  hereafter  be  amended,
officers or directors of this corporation  shall not be personally liable to the
corporation or its shareholders for monetary damages for any action taken or any
failure to take any action, as an officer or director."

(b)      NEVADA REVISED STATUTES.

         NRS 78.747  LIABILITY OF  STOCKHOLDER,  DIRECTOR OR OFFICER FOR DEBT OR
LIABILITY OF CORPORATION.

           1. Except as otherwise provided by specific statute,  no stockholder,
director  or  officer  of a  corporation  is  individually  liable for a debt or
liability of the corporation,  unless the stockholder,  director or officer acts
as the alter ego of the corporation.

         2. A  stockholder,  director  or  officer  acts as the  alter  ego of a
corporation if:

         (a)      The corporation is influenced and governed by the stockholder,
                  director or officer;

         (b)      There  is such  unity  of  interest  and  ownership  that  the
                  corporation  and the  stockholder,  director  or  officer  are
                  inseparable from each other; and

         (c)      Adherence to the corporate  fiction of a separate entity would
                  sanction fraud or promote a manifest injustice.

                                       3
3. The question of whether a  stockholder,  director or officer acts as
the alter ego of a  corporation  must be  determined by the court as a matter of
law.

INDEMNIFICATION.

(a)      ARTICLES OF INCORPORATION.

         The  articles of  incorporation  of the  Registrant  do not contain any
provisions with regard to indemnification.

(b)      BYLAWS.

         The Bylaws of the  Registrant  provide the  following  with  respect to
indemnification:

         "Any person made a party to any action,  suit or proceeding,  by reason
of the fact that he,  his  testator  or  interstate  representative  is or was a
director,  officer or employee of the Corporation or of any corporation in which
he served as such at the request of the Corporation  shall be indemnified by the
Corporation against the reasonable expenses,  including attorneys fees, actually
and  necessarily  incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action,  suit or proceeding,
or in connection with any appeal therein that such officer, director or employee
is liable for gross negligence or misconduct in the performance of his duties.

         The foregoing right of indemnification shall not be deemed exclusive of
any other  rights to which any officer or director  -or employee may be entitled
apart from the provisions of this section.

         The amount of  indemnity  to which any officer or any  director  may be
entitled  shall be fixed by the Board of  Directors,  except that in any case in
which  there is no  disinterested  majority of the Board  available,  the amount
shall  be fixed  by  arbitration  pursuant  to the  then  existing  rules of the
American Arbitration Association."

(c)      NEVADA REVISED STATUTES.

         "NRS 78.7502  DISCRETIONARY AND MANDATORY  INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

         (1) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

                                       4
(a)      Is not liable  pursuant to NRS 78.138  [directors and officers
                  duty to exercise their powers in good faith and with a view to
                  the interests of the corporation]; or

         (b)      Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation,  and,  with  respect  to any  criminal  action or
                  proceeding, had no reasonable cause to believe his conduct was
                  unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

         (2) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

         (a)      Is not liable pursuant to NRS 78.138; or

         (b)      Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by a  court  of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

         (3) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

         NRS 78.751  AUTHORIZATION  REQUIRED FOR DISCRETIONARY  INDEMNIFICATION;
ADVANCEMENT  OF EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND  ADVANCEMENT  OF
EXPENSES.

                                       5
(1) Any discretionary  indemnification  pursuant to NRS 78.7502, unless
ordered by a court or  advanced  pursuant  to  subsection  2, may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

         (a)      By the stockholders;

         (b)      By the  board  of  directors  by  majority  vote  of a  quorum
                  consisting  of  directors  who were not parties to the action,
                  suit or proceeding;

         (c)      If a majority  vote of a quorum  consisting  of directors  who
                  were not parties to the action,  suit or proceeding so orders,
                  by independent legal counsel in a written opinion; or

         (d)      If a quorum  consisting  of directors  who were not parties to
                  the  action,  suit  or  proceeding  cannot  be  obtained,   by
                  independent legal counsel in a written opinion.

         (2) The articles of  incorporation,  the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action,  suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

         (3) The  indemnification  pursuant to NRS 78.7502  and  advancement  of
expenses authorized in or ordered by a court pursuant to this section:

         (a)      Does not  exclude any other  rights to which a person  seeking
                  indemnification  or  advancement  of expenses  may be entitled
                  under the articles of incorporation  or any bylaw,  agreement,
                  vote of stockholders or disinterested  directors or otherwise,
                  for either an action in his official  capacity or an action in
                  another  capacity  while  holding  his  office,   except  that
                  indemnification,  unless  ordered by a court  pursuant  to NRS
                  78.7502 or for the  advancement  of expenses  made pursuant to
                  subsection  2, may not be made to or on behalf of any director
                  or officer if a final  adjudication  establishes that his acts
                  or  omissions  involved  intentional  misconduct,  fraud  or a
                  knowing  violation of the law and was material to the cause of
                  action.

         (b)      Continues  for a  person  who  has  ceased  to be a  director,
                  officer,  employee  or agent and inures to the  benefit of the
                  heirs, executors and administrators of such a person.

                                       6
NRS 78.752 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY
OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

         1. A  corporation  may purchase  and  maintain  insurance or make other
financial  arrangements  on  behalf  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such,  whether or not the  corporation  has the  authority to  indemnify  him
against such liability and expenses.

         2. The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:

         (a)      The creation of a trust fund.

         (b)      The establishment of a program of self-insurance.

         (c)      The securing of its obligation of  indemnification by granting
                  a  security  interest  or  other  lien  on any  assets  of the
                  corporation.

         (d)      The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction,  after exhaustion of
all  appeals  therefrom,  to be liable for  intentional  misconduct,  fraud or a
knowing  violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

         3. Any  insurance or other  financial  arrangement  made on behalf of a
person  pursuant to this section may be provided by the corporation or any other
person  approved  by the  board of  directors,  even if all or part of the other
person's stock or other securities is owned by the corporation.

         4. In the absence of fraud:

         (a)      The decision of the board of directors as to the  propriety of
                  the terms and  conditions of any insurance or other  financial
                  arrangement  made  pursuant to this  section and the choice of
                  the  person  to  provide  the  insurance  or  other  financial
                  arrangement is conclusive; and

         (b)      The insurance or other financial arrangement:

                  (1)      Is not void or voidable; and

                  (2)      Does  not  subject  any  director   approving  it  to
                           personal liability for his action, even if a director
                           approving   the   insurance   or   other    financial
                           arrangement  is a  beneficiary  of the  insurance  or
                           other financial arrangement.

                                       7
5. A corporation or its subsidiary  which provides  self-insurance  for
itself or for another  affiliated  corporation  pursuant to this  section is not
subject to the provisions of Title 57 of NRS."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.  EXHIBITS.

         The  Exhibits  required  by Item 601 of  Regulation  S-B,  and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

1. To file,  during  any  period in which  offers or sales  are  being  made,  a
post-effective amendment to this registration statement:

         To  include  any  material  information  with  respect  to the  plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

2. That, for the purpose of determining  any liability  under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

4.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

5. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the

                                       8
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       9
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorize, in the City of Marina Del Rey, California, on June 21, 2004.

                                              5G WIRELESS COMMUNICATIONS, INC.

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

                            SPECIAL POWER OF ATTORNEY

         The undersigned  constitute and appoint Jerry Dix their true and lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name,  place,  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments,  including post-effective  amendments, to this Form S-8 registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact  the full power and  authority to do and perform each and every
act and thing  requisite and necessary to be done in and about the premises,  as
fully and to all intents and purposes as he might or could do in person,  hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

       Signature                       Title                          Date
--------------------------------------------------------------------------------

/s/  Jerry Dix        Chief Executive Officer (principal          June 21, 2004
-----------------     executive officer)/Director
Jerry Dix

/s/  Don Boudewyn     Acting Chief Financial Officer (principal   June 21, 2004
-----------------     accounting & financial office)/Director
Don Boudewyn

/s/  Brian Corty      Secretary/Director                          June 21, 2004
-----------------
Brian Corty

                                       10
EXHIBIT INDEX

Number                                  Exhibit Description
------                                  -------------------

4                    2004 Non-Employee Directors and Consultants Retainer Stock
                     Plan.

5                    Opinion Re: Legality.

23.1                 Consent of Accountants.

23.2                 Consent of Counsel.

                                       11