Dutchess Advisors Ltd, et al. – ‘SC 13G’ on 1/25/02 re: Clean Energy & Power, Inc.

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      3     14K 

Document Table of Contents

SC 13G
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UNITED  STATES  SECURITIES  AND  EXCHANGE  COMMISSION                   
WASHINGTON,  DC  20549        

SCHEDULE  13G           
(RULE  13D  -  102)         
UNDER  THE  SECURITIES  EXCHANGE  ACT  OF  1934     

5G  Wireless  Communications,  Inc.         
(NAME  OF  ISSUER)        

COMMON  STOCK         
(TITLE  OF  CLASS  OF  SECURITIES)      

881605109           
(CUSIP  NUMBER)         

1/9/02        
(DATE  OF  EVENT  WHICH  REQUIRES  FILING  OF  THIS  STATEMENT)   

CHECK  THE  APPROPRIATE  BOX  TO  DESIGNATE  THE  RULE  PURSUANT  TO  WHICH     
THIS  SCHEDULE  IS  FILED:                                                      

/   /    RULE  13D-1(B)                                               
/ X /    RULE  13D-1(C)                                               
/   /    RULE  13D-1(D)                                               

SC 13G
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1.     NAMES  OF  REPORTING  PERSONS:  DUTCHESS  ADVISORS  LTD.                 
                                 DUTCHESS  PRIVATE EQUITIES FUND, LP

2.        CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP:            
(A)                                                         
(B) X                                                       

3.        SEC  USE  ONLY                                                        

4.        CITIZENSHIP  OR  PLACE  OF  ORGANIZATION:  UNITED  STATES             

5.        SOLE  VOTING  POWER:   1,760,562                                      

6.        SHARED  VOTING  POWER:  0                                             

7.        SOLE  DISPOSITIVE  POWER:  1,760,562                                  

8.        SHARED  DISPOSITIVE  POWER:  0                                        

9.        AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH                      
REPORTING  PERSON:  1,760,562                               

10.       CHECK  IF  THE  AGGREGATE  AMOUNT  IN  ITEM  9                        
EXCLUDES  CERTAIN  SHARES:  NOT  APPLICABLE                 

11.       PERCENTAGE  OF  CLASS  REPRESENTED  BY  AMOUNT  IN                    
ITEM  (9):  7.96%                                           

12.       TYPE  OF  REPORTING  PERSON  CORPORATION                              
CO                                                          

SC 13G
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                      SCHEDULE  13G              PART  2,  PAGE  1

ITEM  1.                                                                        
(A)     NAME  OF  ISSUER:  5G  Wireless  Communications,  Inc.                  

(B)     ADDRESS  OF  ISSUER'S  PRINCIPAL  EXECUTIVE  OFFICES:                   

      Suite  #234  2921  North  Tenaya  Way,  Las  Vegas, Nevada, USA 89128.

ITEM  2.                                                                        
(A)    NAME  OF  PERSON  FILING:  DUTCHESS  ADVISORS, LTD.                      
                      DUTCHESS PRIVATE EQUITIES FUND, LP
(B)     ADDRESS  OF  PRINCIPAL  BUSINESS  OR,  IF  NONE,  RESIDENCE:            
100  MILL  PLAIN  RD,  DANBURY  CT 06811        

(C)   CITIZENSHIP:   USA                                                        

(D)   TITLE  OF  CLASS  OF  SECURITIES:  COMMON                                 
(E)   CUSIP  NUMBER:   881605109                                                

ITEM  3.  IF  STATEMENT  IS  FILED  PURSUANT  TO  RULE  13D-1(B)                
OR  13D-2(B)  OR  (C):   13G                                

ITEM  4.   OWNERSHIP  1,760,562                                                 

(A)   AMOUNT  BENEFICIALLY  OWNED:  1,760,562                                   
(B)   PERCENT  OF  CLASS:   7.96%                                               

(C)   NUMBER  OF  SHARES  AS  TO  WHICH  SUCH  PERSON  HAS:  1,760,562          
(I)   SOLE  POWER  TO  VOTE  OR  TO  DIRECT  THE  VOTE:  1,760,562  
(II)  SHARED  POWER  TO  VOTE  OR  TO  DIRECT  THE  VOTE:  1,760,562
(III) SOLE  POWER  TO  DISPOSE  OR  TO  DIRECT  THE                 
DISPOSITION  OF:  1,760,562                             
(IV)  SHARED  POWER  TO  DISPOSE  OR  TO  DIRECT  THE               
DISPOSITION  OF:   1,760,562                            

ITEM  5.   OWNERSHIP  OF  FIVE  PERCENT  OR  LESS  OF  A  CLASS:                
NOT  APPLICABLE                                           

ITEM  6.  OWNERSHIP  OF  MORE  THAN  FIVE  PERCENT  ON  BEHALF  OF              
ANOTHER  PERSON:   NOT  APPLICABLE                          

ITEM  7.  IDENTIFICATION  AND  CLASSIFICATION  OF  THE  SUBSIDIARY              
WHICH  ACQUIRED  THE  SECURITY  BEING  REPORTED  ON  BY     
THE  PARENT  HOLDING  COMPANY:  NOT  APPLICABLE             

ITEM  8.  IDENTIFICATION  AND  CLASSIFICATION  OF  MEMBERS  OF  THE  GROUP:     

THE  GENERAL  PARTNER  OF  DUTCHESS PRIVATE EQUITIES FUND LP IS DUTCHESS CAPITAL
MANAGEMENT,  LLC.  THE  PRINCIPALS  AND  MANAGING  MEMBERS  OF  DUTCHESS CAPITAL
MANAGEMENT,  LLC  THAT HAVE DECISION-MAKING AUTHORITY ARE MICHAEL A NOVIELLI AND
DOUGLAS  H LEIGHTON. THE DIRECTORS AND PRINCIPALS OF DUTCHESS ADVISORS THAT HAVE
DECISION  MAKING  AUTHORITY  ARE  MICHAEL  NOVIELLI,  ITS  PRESIDENT AND DOUGLAS
LEIGHTON,  ITS  SECRETARY.                                                      

ITEM  9.  NOTICE  OF  DISSOLUTION  OF  GROUP:  NOT  APPLICABLE                  

ITEM  10.  CERTIFICATION:                                                       

BY  SIGNING  BELOW  I  CERTIFY  THAT,  TO  THE  BEST            
OF  MY  KNOWLEDGE  AND  BELIEF,  THE  SECURITIES  REFERRED  TO  
ABOVE  WERE  NOT  ACQUIRED  AND  ARE  NOT  HELD  FOR  THE       
 PURPOSE  OF  OR  WITH  THE  EFFECT  OF  CHANGING  OR  INFLUENCING
  THE  CONTROL  OF  THE  ISSUER  OF  THE  SECURITIES  AND  WERE  NOT
ACQUIRED  AND  ARE  NOT  HELD  IN  CONNECTION  WITH  OR  AS  A  
     PARTICIPANT  IN  ANY  TRANSACTION  HAVING  THAT  PURPOSE  OR  EFFECT.

AFTER  REASONABLE  INQUIRY  AND  TO  THE  BEST  OF  MY  KNOWLEDGE  AND
BELIEF,  I  CERTIFY  THAT  THE  INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE  AND  CORRECT.                                                         

                  /S/ DOUGLAS H LEIGHTON
                 ---------------------
                    DOUGLAS  H  LEIGHTON
JANUARY  24,  2002                                                              

Dates Referenced Herein

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This ‘SC 13G’ Filing		Date		First		Last			Other Filings
Filed on:		1/25/02							None on these Dates
		1/24/02		3
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