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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES
SECURITIES <BR>AND EXCHANGE COMMISSION <BR>Washington, D.C. 20549 </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Form S-8 </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION STATEMENT <BR>UNDER THE SECURITIES
ACT OF 1933 </FONT></H1>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SKYBRIDGE WIRELESS, INC</B> <BR>(Exact name of
registrant as specified in its charter) </FONT></P>






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     <TH><FONT SIZE="2">Nevada</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH><FONT SIZE="2">88-0391722</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="50%"align=center><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;(State or other jurisdiction of<BR>
&nbsp;incorporation or organization)
</FONT></TD>
     <TD WIDTH="50%" align=center><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;(IRS Employer<BR>
Identification No.)
</FONT></TD></TR>
</TABLE>


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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>6565 Spencer Street,
Suite 205, Las Vegas, NV 89119</B> <BR>(Address of Principal
Executive Offices) (Zip Code) </FONT></P>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>2004 Equity Incentive
Plan </B><BR>(Full Title of the Plan) </FONT></P>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Jason Neiberger,
President <BR>6565 Spencer Street,
Suite 205, Las Vegas, NV 89119 <BR>(702) 897-8704</b><BR>(Telephone
number, including area code, of agent for service) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IF ANY OF THE SECURITIES BEING
REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO
RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN
CONNECTION WITH DIVIDEND OR REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X] </FONT></P>

<BR><BR><BR>
<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF REGISTRATION FEE</FONT></P>





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     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of securities<BR>
to be registered</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed<BR>
Amount to be<BR>
registered</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed maximum<BR>
maximum offering<BR>
price per share</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>aggregate offering<BR>
price</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount of<BR>
registration fee</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=27% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock (1)</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=3% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=26% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>100,000,000 Shares</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=3% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD><TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></TD>
        <TD WIDTH=3% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$.02</FONT></TD>
<TD WIDTH=5% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD><TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></TD>
        <TD WIDTH=3% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$2,000,000</FONT></TD>
     <TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD><TD WIDTH=13% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$253</FONT></TD>
        <TD WIDTH=4% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.40</FONT></TD>
     <TD WIDTH=10% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH=1% ALIGN=RIGHT></TD>
        <TD WIDTH=1% ALIGN=LEFT></TD></TR>
</TABLE>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Includes shares that may be issued under Options granted by the Company,
          formerly called The Entertainment Internet, Inc., with option exercise prices to
          be set by the Board of Directors. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Computed pursuant to Rule 457 solely of the purpose of calculating the
          registration fee and not as a representation as to any actual or proposed price.
          The fee is based upon the average of the closing bid and ask price of the common
          stock, reported on the NASD Bulletin Board for August 11, 2004. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1 </FONT> </P><BR><BR>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROSPECTUS </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SKYBRIDGE WIRELESS, INC.<BR>
6565 Spencer Street, Suite 205, Las Vegas, NV 89119<BR>(702) 897-8704<BR> (100,000,000 Shares of Common Stock)
</font></p>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Prospectus relates to the offer
and sale by SKYBRIDGE WIRELESS, INC., (SBWL) a Nevada corporation (the &#147;Company&#148;
or &#147;SkyBridge&#148;) of shares of its common stock (the &#147;Common Stock&#148;) to
certain key Employees (including officers and employee directors) and consultants (the
&#147;Consultants&#148;) for payment of services. The Company is registering hereunder and
then issuing, upon receipt of adequate consideration therefore as determined by the Board
of Directors, to the Consultants, shares of Common Stock in consideration for services to
be performed under the respective agreements (shares may also be issued subject to options
to be negotiated). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Common Stock is not subject to
any restriction on transferability. Recipients of shares other than persons who are
&#147;affiliates&#148; of the Company within the meaning of the Securities Act of 1933
(the &#147;Act&#148;) may sell all or part of the shares in any way permitted by law,
including sales in the over-the-counter market at prices prevailing at the time of such
sale. Of the shares registered hereunder, there are no shares being registered for
affiliates of the Company. An affiliate is any director, executive officer or controlling
shareholder of the Company or any of its subsidiaries. An &#147;affiliate&#148; of the
Company is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;). If an Employee who is not now an &#147;affiliate&#148;
becomes an &#147;affiliate&#148; of the Company in the future, he or she would then be
subject to Section 16(b) of the Exchange Act. </FONT></P>


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<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
date of this Prospectus is August 11, 2004. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Prospectus is part of a
Registration Statement which was filed and became effective under the Securities Act of
1933, as amended (the &#147;Securities Act&#148;), and does not contain all of the
information set forth in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations promulgated by the U.S. Securities and
Exchange Commission (the &#147;Commission&#148;) under the Securities Act. The statements
in this Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings by the Company with the
Commission are qualified in their entirety by the reference thereto. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A copy of any document or part
thereof incorporated by reference in this Prospectus but not delivered herewith will be
furnished without charge upon written or oral request. Requests should be addressed to:
SkyBridge Wireless, Inc., 6565 Spencer Street, Suite 205, Las Vegas, NV 89119, (702)
897-8704. The Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission. These
reports, as well as the proxy statements, information statements and other information
filed by the Company under the Exchange Act may be inspected and copied at the public
reference facility maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies may be obtained at the prescribed rates. The Company&#146;s stock is
traded on the over-the-counter market and is currently reported by the National Quotation
Bureau Electronic Bulletin Board under the symbol SBWL. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2 </FONT> </P><BR><BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No person has been authorized to give
any information or to make any representation, other than those contained in this
Prospectus and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Company. This prospectus does not constitute
an offer or a solicitation by anyone to any person in any state, territory or possession
of the United States in which such offer or solicitation is not authorized by the laws
thereof, or to any person to whom it is unlawful to make such offer or solicitation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Neither the delivery of this
Prospectus or any sale made hereunder shall, under any circumstances, create an
implication that there has not been a change in the affairs of the Company since the date
hereof. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3 </FONT> </P><BR><BR>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>PART I &#151; INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS</U> </FONT></P>



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 1 Plan Information </U></FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to Rule 428(b)(1), the
information required by Part I is included in documents sent or given to each consultant
of SKYBRIDGE WIRELESS, INC., a Nevada corporation (herein &#147;Registrant&#148; or
&#147;Company&#148; or &#147;SkyBridge &#147;). </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 2 Registrant
Information and Employee Plan Annual Information </U></FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Plan participants have been advised
of the availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II of this registration statement, and that
these documents are incorporated by reference in the prospectus, and the availability
without charge, upon written or oral request, of other documents required to be delivered
pursuant to Rule 424 (b). The address (to the attention of the President of the Company)
and telephone number to which the request is to be directed is as follows: SKYBRIDGE
WIRELESS, INC, 6565 Spencer Street, Suite 205, Las Vegas, NV 89119, (702) 897-8704. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Legal Opinions and Experts </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Michael L. Corrigan has rendered an
opinion on the validity of the securities being registered. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The financial statements of SkyBridge
Wireless, Inc. by reference in the Company&#146;s Annual Report (Form 10-KSB) for the
period ended December 31, 2003 have been audited by L.L. Bradford &amp; Co., LLC,
Certified Public Accountants, independent auditors, as set forth in their report
incorporated herein by reference and are incorporated herein by reference and in reliance
upon such report given upon the authority of the firm as experts in auditing and
accounting. </FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</U></FONT></P>



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 3 Incorporation of
Documents by Reference</U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following documents are
incorporated by reference to this Registration Statement and made a part hereof: </FONT></P>

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          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          the Registrant&#146;s Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2003 filed on March 30, 2004; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)  </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>all
other reports, including amendments, filed by the Registrant pursuant to
               Section 13 or 15(d) of the Exchange Act since the end of the fiscal year
covered                by the Registrant document referred to in (a) immediately above,
including,                without limitation, Forms 10-QSB, and 8-K;  </FONT></TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4 </FONT> </P><BR><BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All documents subsequently filed with
the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 4 Description of
Securities </U></FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No description of the class of
securities (i.e. common stock) is required under this item because the Common Stock is
registered under Section 12 of the Exchange Act. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 5 Interests of Named
Experts and Counsel</U> </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No expert is named as preparing or
certifying all or part of the registration statement to which this prospectus pertains,
and no counsel for the Registrant who is named in this prospectus as having given an
opinion on the validity of the securities being offered hereby was hired on a contingent
basis or has or is to receive, in connection with this offering, a substantial interest,
direct or indirect, in the Registrant. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 6 Indemnification of
Directors and Officers </U></FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Sections of the Nevada Business
Corporation Act, as amended, provide for the indemnification of the Company&#146;s
officers, directors, employees and agents under certain circumstances as follows: </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=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, 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&#146; fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he 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 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, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5 </FONT> </P><BR><BR>

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<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=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&#146; fees actually and reasonably
incurred by him in connection with the defense or settlement of the action or suit if he
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 there from, 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.</FONT></TD>
</TR>
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<BR>

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<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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&#146; fees,
actually and reasonably incurred by him in connection with the defense.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Any
discretionary indemnification under 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6 </FONT> </P><BR><BR>

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<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=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.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Articles
of Incorporation.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company&#146;s Articles of Incorporation subject to amendment may also provide
indemnification that the personal liability of a director or officer of the Company to the
Company or its stockholders.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Bylaws.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company&#146;s Bylaws subject to amendment may also provide for the indemnification of the
Company&#146;s directors, officers, employees, or agents under certain circumstances as
follows:</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Insofar
as indemnification for liabilities arising under the Act may be permitted to directors,
officers and controlling persons of the Company, the Company 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.</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item  7.  Exemption from Registration Claimed.</U></FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No restricted securities are being
re-offered or resold pursuant to this registration statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 8. Exhibits.</U> </FONT></P>



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>See &#151; Exhibits and
Exhibit Index below. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Item 9. Undertakings. </U></FONT></P>



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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a.  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                   The
undersigned registrant hereby undertakes:  </FONT></TD>
</TR>
</TABLE>
<BR>

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               <TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
                    <TR VALIGN=TOP>
                    <TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

                     To file, during any period in which offers or sales are being made, a
                    post-effective amendment to this registration statement: </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)  </FONT></TD>
<TD ALIGN=LEFT WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                   To
include any prospectus required by section 10(a)(3) of the Securities Act of
                    1933;  </FONT></TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7 </FONT> </P><BR><BR>

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<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)  </FONT></TD>
<TD ALIGN=LEFT WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  To
reflect in the prospectus any facts or events arising after the effective
                    date of the registration statement (or the most recent post-effective
amendment                     thereof) which, individually or in the aggregate, represent
a fundamental change                     in the information in the registration
statement. To reflect in the prospectus                     any facts or events arising
after the effective date of the registration                     statement (or the most
recent post-effective amendment thereof) which,                     individually or in
the aggregate, represent a fundamental change in the                     information set
forth in the registration statement. Notwithstanding the                     foregoing,
any increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed that which
was                     registered) and any deviation from the low or high end of the
estimated maximum                     offering range may be reflected in the form of
prospectus filed with the                     Commission pursuant to Rule 424 (b)
(Sec.230.424(b) of this chapter) if, in the                     aggregate, the changes in
volume and price represent no more than a 20% change                     in the maximum
aggregate offering price set forth in the &#147;Calculation of
                    Registration Fee&#148; table in the effective registration statement;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)  </FONT></TD>
<TD ALIGN=LEFT WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  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;
Provided, however, That                     paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the                     registration statement is on Form S-3
(Sec.239.13 of this chapter) or Form S-8                     (Sec.239.16b of this
chapter) or Form F-3 (Sec.239.33 of this chapter), and the
                    information required to be included in a post-effective amendment by
those                     paragraphs is contained in periodic reports filed with or
furnished to the                     Commission by the registrant pursuant to section 13
or section 15(d) of the                     Securities Exchange Act of 1934 that are
incorporated by reference in the                     registration statement.  </FONT></TD>
</TR>
</TABLE>
<BR>

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                    <TR VALIGN=TOP>
                    <TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

                     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. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

                     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. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>b.  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The
undersigned registrant hereby undertakes that, for purposes of determining
                    any liability under the Securities Act of 1933, each filing of the
                    registrant&#146;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&#146;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.  </FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8 </FONT> </P><BR><BR>


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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>c.  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                   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
                    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.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all 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
authorized in the City of Las Vegas, State of Nevada on August 11, 2004. </FONT></P>






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<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SKYBRIDGE WIRELESS, INC.</B><BR><BR>
<BR><U>BY: /S/ Jason Neiberger</U><BR>
Jason Neiberger<BR>President &amp; Director </FONT></TD>
</TR>
</TABLE>
<BR>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 5, 2004 </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SKYBRIDGE WIRELESS, INC.</B><BR><BR>
<BR><U>BY: /S/ Jason Neiberger</U><BR>
Jason Neiberger<BR>President &amp; Director </FONT></TD>
</TR>
</TABLE>
<BR><TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<BR><U>BY: /S/ James Wheeler</U><BR>
James Wheeler<BR>Principle Financial Officer, CEO &amp; Director </FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9</FONT> </P><BR><BR>


<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 8. EXHIBITS</FONT></P>




<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=600>
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit Number</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Description</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=5% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4</FONT></TD>
        <TD WIDTH=4% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.1</FONT></TD>
     <TD WIDTH=88% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SkyBridge Wireless, Inc., 2004 Equity Incentive Plan</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.1</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Opinion of Counsel, Michael L. Corrigan</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.1</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent of Certified Public Accountants</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.2</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent of Michael L. Corrigan</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(included in Exhibit 5.1)</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10 </FONT> </P><BR><BR>


</BODY>
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{"company-data": {"conformed-name": "SKYBRIDGE WIRELESS INC", "cik": "0001081172", "assigned-sic": "6770", "irs-number": "880391722", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118146", "film-number": "04968860"}, "business-address": {"street1": "6565 SPENCER STREET", "street2": "STE 205", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "(702) 897-8704"}, "mail-address": {"street1": "6565 SPENCER STREET", "street2": "STE 205", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}, "former-company": {"former-conformed-name": "ENTERTAINMENT INTERNET INC", "date-changed": "19991110"}}
s8 for skybridge
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
SKYBRIDGE WIRELESS, INC
(Exact name of
registrant as specified in its charter)
Nevada
88-0391722
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
6565 Spencer Street,
Suite 205, Las Vegas, NV 89119
(Address of Principal
Executive Offices) (Zip Code)
2004 Equity Incentive
Plan
(Full Title of the Plan)
Jason Neiberger,
President
6565 Spencer Street,
Suite 205, Las Vegas, NV 89119
(702) 897-8704
(Telephone
number, including area code, of agent for service)
IF ANY OF THE SECURITIES BEING
REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO
RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN
CONNECTION WITH DIVIDEND OR REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Proposed
Amount to be
registered
Proposed maximum
maximum offering
price per share
aggregate offering
price
Amount of
registration fee
Common Stock (1)
100,000,000 Shares
$.02
$2,000,000
$253
.40
(1)
Includes shares that may be issued under Options granted by the Company,
          formerly called The Entertainment Internet, Inc., with option exercise prices to
          be set by the Board of Directors.
(2)
Computed pursuant to Rule 457 solely of the purpose of calculating the
          registration fee and not as a representation as to any actual or proposed price.
          The fee is based upon the average of the closing bid and ask price of the common
          stock, reported on the NASD Bulletin Board for August 11, 2004.
1
PROSPECTUS
SKYBRIDGE WIRELESS, INC.
6565 Spencer Street, Suite 205, Las Vegas, NV 89119
(702) 897-8704
(100,000,000 Shares of Common Stock)
This Prospectus relates to the offer
and sale by SKYBRIDGE WIRELESS, INC., (SBWL) a Nevada corporation (the "Company"
or "SkyBridge") of shares of its common stock (the "Common Stock") to
certain key Employees (including officers and employee directors) and consultants (the
"Consultants") for payment of services. The Company is registering hereunder and
then issuing, upon receipt of adequate consideration therefore as determined by the Board
of Directors, to the Consultants, shares of Common Stock in consideration for services to
be performed under the respective agreements (shares may also be issued subject to options
to be negotiated).
The Common Stock is not subject to
any restriction on transferability. Recipients of shares other than persons who are
"affiliates" of the Company within the meaning of the Securities Act of 1933
(the "Act") may sell all or part of the shares in any way permitted by law,
including sales in the over-the-counter market at prices prevailing at the time of such
sale. Of the shares registered hereunder, there are no shares being registered for
affiliates of the Company. An affiliate is any director, executive officer or controlling
shareholder of the Company or any of its subsidiaries. An "affiliate" of the
Company is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). If an Employee who is not now an "affiliate"
becomes an "affiliate" of the Company in the future, he or she would then be
subject to Section 16(b) of the Exchange Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this Prospectus is August 11, 2004.
This Prospectus is part of a
Registration Statement which was filed and became effective under the Securities Act of
1933, as amended (the "Securities Act"), and does not contain all of the
information set forth in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations promulgated by the U.S. Securities and
Exchange Commission (the "Commission") under the Securities Act. The statements
in this Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings by the Company with the
Commission are qualified in their entirety by the reference thereto.
A copy of any document or part
thereof incorporated by reference in this Prospectus but not delivered herewith will be
furnished without charge upon written or oral request. Requests should be addressed to:
SkyBridge Wireless, Inc., 6565 Spencer Street, Suite 205, Las Vegas, NV 89119, (702)
897-8704. The Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission. These
reports, as well as the proxy statements, information statements and other information
filed by the Company under the Exchange Act may be inspected and copied at the public
reference facility maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies may be obtained at the prescribed rates. The Company's stock is
traded on the over-the-counter market and is currently reported by the National Quotation
Bureau Electronic Bulletin Board under the symbol SBWL.
2
No person has been authorized to give
any information or to make any representation, other than those contained in this
Prospectus and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Company. This prospectus does not constitute
an offer or a solicitation by anyone to any person in any state, territory or possession
of the United States in which such offer or solicitation is not authorized by the laws
thereof, or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this
Prospectus or any sale made hereunder shall, under any circumstances, create an
implication that there has not been a change in the affairs of the Company since the date
hereof.
3
PART I — INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1 Plan Information
Pursuant to Rule 428(b)(1), the
information required by Part I is included in documents sent or given to each consultant
of SKYBRIDGE WIRELESS, INC., a Nevada corporation (herein "Registrant" or
"Company" or "SkyBridge ").
Item 2 Registrant
Information and Employee Plan Annual Information
Plan participants have been advised
of the availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II of this registration statement, and that
these documents are incorporated by reference in the prospectus, and the availability
without charge, upon written or oral request, of other documents required to be delivered
pursuant to Rule 424 (b). The address (to the attention of the President of the Company)
and telephone number to which the request is to be directed is as follows: SKYBRIDGE
WIRELESS, INC, 6565 Spencer Street, Suite 205, Las Vegas, NV 89119, (702) 897-8704.
Legal Opinions and Experts
Michael L. Corrigan has rendered an
opinion on the validity of the securities being registered.
The financial statements of SkyBridge
Wireless, Inc. by reference in the Company's Annual Report (Form 10-KSB) for the
period ended December 31, 2003 have been audited by L.L. Bradford & Co., LLC,
Certified Public Accountants, independent auditors, as set forth in their report
incorporated herein by reference and are incorporated herein by reference and in reliance
upon such report given upon the authority of the firm as experts in auditing and
accounting.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of
Documents by Reference
The following documents are
incorporated by reference to this Registration Statement and made a part hereof:
(a)
the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2003 filed on March 30, 2004;
(b)
all
other reports, including amendments, filed by the Registrant pursuant to
               Section 13 or 15(d) of the Exchange Act since the end of the fiscal year
covered                by the Registrant document referred to in (a) immediately above,
including,                without limitation, Forms 10-QSB, and 8-K;
4
All documents subsequently filed with
the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4 Description of
Securities
No description of the class of
securities (i.e. common stock) is required under this item because the Common Stock is
registered under Section 12 of the Exchange Act.
Item 5 Interests of Named
Experts and Counsel
No expert is named as preparing or
certifying all or part of the registration statement to which this prospectus pertains,
and no counsel for the Registrant who is named in this prospectus as having given an
opinion on the validity of the securities being offered hereby was hired on a contingent
basis or has or is to receive, in connection with this offering, a substantial interest,
direct or indirect, in the Registrant.
Item 6 Indemnification of
Directors and Officers
Sections of the Nevada Business
Corporation Act, as amended, provide for the indemnification of the Company's
officers, directors, employees and agents under certain circumstances as follows:
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 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 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, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
5
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
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 there from, 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.
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.
Any
discretionary indemnification under 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.
6
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.
Articles
of Incorporation.
The
Company's Articles of Incorporation subject to amendment may also provide
indemnification that the personal liability of a director or officer of the Company to the
Company or its stockholders.
Bylaws.
The
Company's Bylaws subject to amendment may also provide for the indemnification of the
Company's directors, officers, employees, or agents under certain circumstances as
follows:
Insofar
as indemnification for liabilities arising under the Act may be permitted to directors,
officers and controlling persons of the Company, the Company 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.
Item  7.  Exemption from Registration Claimed.
No restricted securities are being
re-offered or resold pursuant to this registration statement.
Item 8. Exhibits.
See — Exhibits and
Exhibit Index below.
Item 9. Undertakings.
a.
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:
(i)
To
include any prospectus required by section 10(a)(3) of the Securities Act of
                    1933;
7
(ii)
To
reflect in the prospectus any facts or events arising after the effective
                    date of the registration statement (or the most recent post-effective
amendment                     thereof) which, individually or in the aggregate, represent
a fundamental change                     in the information in the registration
statement. To reflect in the prospectus                     any facts or events arising
after the effective date of the registration                     statement (or the most
recent post-effective amendment thereof) which,                     individually or in
the aggregate, represent a fundamental change in the                     information set
forth in the registration statement. Notwithstanding the                     foregoing,
any increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed that which
was                     registered) and any deviation from the low or high end of the
estimated maximum                     offering range may be reflected in the form of
prospectus filed with the                     Commission pursuant to Rule 424 (b)
(Sec.230.424(b) of this chapter) if, in the                     aggregate, the changes in
volume and price represent no more than a 20% change                     in the maximum
aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration statement;
(iii)
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;
Provided, however, That                     paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the                     registration statement is on Form S-3
(Sec.239.13 of this chapter) or Form S-8                     (Sec.239.16b of this
chapter) or Form F-3 (Sec.239.33 of this chapter), and the
                    information required to be included in a post-effective amendment by
those                     paragraphs is contained in periodic reports filed with or
furnished to the                     Commission by the registrant pursuant to section 13
or section 15(d) of the                     Securities Exchange Act of 1934 that are
incorporated by reference 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.
b.
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.
8
c.
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
                    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.
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 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
authorized in the City of Las Vegas, State of Nevada on August 11, 2004.
SKYBRIDGE WIRELESS, INC.
BY: /S/ Jason Neiberger
Jason Neiberger
President & Director
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.
August 5, 2004
SKYBRIDGE WIRELESS, INC.
BY: /S/ Jason Neiberger
Jason Neiberger
President & Director
BY: /S/ James Wheeler
James Wheeler
Principle Financial Officer, CEO & Director
9
ITEM 8. EXHIBITS
Exhibit Number
Description
4
.1
SkyBridge Wireless, Inc., 2004 Equity Incentive Plan
5
.1
Opinion of Counsel, Michael L. Corrigan
23
.1
Consent of Certified Public Accountants
23
.2
Consent of Michael L. Corrigan
(included in Exhibit 5.1)
10