UNITED STATES ~~SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549~~

~~FORM~~SECURITIES AND ~~8-K~~EXCHANGE ~~CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~COMMISSION

~~Date~~WASHINGTON, of DC ~~Report (Date of earliest event reported): October 05, 2004~~ 20549

~~SKYBRIDGE WIRELESS,~~FORM ~~INC. (Exact name of registrant as specified in its charter)~~ 8-K

Nevada	000-26755	88-0391722
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

CURRENT REPORT PURSUANT

~~6565 Spencer Street,~~TO ~~#205~~ SECTION ~~Las~~13 ~~Vegas,~~OR ~~NV 89119~~ 15(~~Address of principal executive offices~~D) OF THE

~~702-897-8704 (Registrant’s~~SECURITIES ~~telephone~~ EXCHANGE ~~number,~~ACT ~~including~~OF ~~area code)~~ 1934

Date ~~(Former~~ of ~~name~~ report or(Date ~~former~~of ~~address,~~earliest ifevent ~~changed since last report.~~reported): June 22, 2005

~~-1-~~SkyBridge Wireless, Inc.

~~Item~~(Exact Name ~~1.01~~of ~~Entry~~Registrant ~~into~~as aSpecified ~~Material Definitive~~in ~~Agreement.~~Its Charter)

~~On September 30, 2004, SkyBridge~~Nevada Wireless, Inc. (the “Company”) entered into a Private Equity Credit Agreement with Globalvest Partners, LLC, a New York limited liability company, whereby Globalvest Partners has agreed to purchase up to $4.5 million of common stock over a 36-month period. Specifically, after the Securities and Exchange Commission has declared effective a registration statement, the Company has the right to sell to Globalvest Partners up to $4.5 million of its common stock at a purchase price equal to 91% of the market price of the average of the 3 lowest closing bid prices of the common stock during the 10 day trading period following notice from the Company. The maximum amount that the Company can sell to Globalvest in any single transaction is equal, at the election of the Company, to the lesser of (a) 250% of the daily weighted average volume of the shares of common stock of the Company for the 20 trading days immediately preceding the date of our notice or (b) $500,000. Each put notice submitted by the Company must be for at least $25,000 of shares. The Company has the right to control the timing and the amount of stock sold to Globalvest.

~~For all the terms and conditions of~~(State ~~the Private Equity Credit Agreement and Registration Rights Agreement, reference is hereby~~ or ~~made~~ Other toJurisdiction ~~such~~of ~~agreements annexed hereto as Exhibit 10.1 and 10.2. All statements made herein concerning the foregoing agreements are qualified by reference to Exhibits 10.1 and 10.2.~~ Incorporation)

~~The~~000-26755 ~~Company’s~~(Commission ~~press~~File ~~release~~Number) ~~with respect~~88-0391722 to(IRS ~~the~~Employer ~~Private~~Identification ~~Equity Credit Agreement with Globalvest Partners, LLC is attached as Exhibit 99~~No.~~1 to this report on Form 8-K.~~ )

~~Item 2.03 Creation of a Direct~~6565 ~~Financial~~ Spencer ~~Obligation~~Street, or#205 anLas ~~Obligation~~Vegas, ~~Under~~NV ~~an Off-Balance Sheet Arrangement of a Registrant.~~ 89119

~~Since July 2004 the Company has issued an aggregate of $410,000 in convertible~~(Address ~~debentures to accredited investors. Interest on the debentures is payable quarterly at an annual rate~~ of ~~8%;~~Principal ~~the debentures~~Executive mature in 5 years unless converted into shares of common stock of the Company. The debentures are immediately due and payable if an interest payment is not made when due, the shares to be issued upon due conversion are not issued, bankruptcy or judgments in excess of $500,000 is entered or the Company stock is no longer listed for a period of 10 business days. For all the terms and conditions of said debentures, reference is hereby made to the Securities Purchase Agreement and Convertible Debenture annexed hereto as Exhibit 10.3 Offices)

~~Item 9.01 Financial~~(Zip ~~Statements and Exhibits.~~ Code)

(a702) ~~Financial Statements of businesses acquired. N/A~~ 897-8704

(b)Registrant's Telephone ~~Pro~~Number, ~~forma~~Including ~~financial~~Area ~~information. N/A~~Code)

~~(c) Exhibits.~~-----------------------------------------------------------------------

~~-2-~~ (Former Name or Former Address, if Changed Since Last Report)

		Description
10	.1	Private Equity Credit Agreement dated as of September 30, 2004, by
		and between Globalvest Partners, LLC and SkyBridge Wireless, LLC
10	.2	Registration Rights Agreement dated as of September 30, 2004, by and
		between Globalvest Partners, LLC and SkyBridge Wireless, LLC
10	.3	Form of Securities Purchase Agreement and Convertible Debenture
99	.1	Press Release dated October 5, 2004

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~-3-~~ |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~SIGNATURES~~|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Pursuant~~|_| Pre-commencement communications pursuant to ~~the~~Rule ~~requirements~~14d-2(b) ofunder the ~~Securities~~ Exchange Act ~~of 1934, the registrant has duly caused this report to be signed~~ on (17 ~~its~~CFR ~~behalf by the undersigned hereunto duly authorized~~240. 14d-2(b))

~~Date:~~|_| Pre-commencement ~~October~~communications 5,pursuant ~~2004~~to ~~SkyBridge~~Rule ~~Wireless, Inc.~~13e-4(~~Registrant~~c) ~~BY:~~under ~~/s/~~the ~~James~~Exchange Act (17 ~~Wheeler——————————————~~CFR ~~James WheelerChief Executive Officer~~240.13e-4(c))

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Section 8 -4- Other Events

Item 8.01 Other Events

On June 22, 2005, the stockholders of SkyBridge Wireless, Inc. (the “Registrant”) listed below agreed to cancel the outstanding balance of debts owed to them by the Registrant in exchange for issuance to them of shares of common stock of the Registrant. The names of such stockholders, the amount of the debt that was cancelled, and the number of shares that were issued to such stockholders are as follows:

Name of Stockholder	Amount of debt cancelled	Number of shares issued
James A. Wheeler	$120,000	107,142,857
Jason L. Neiberger	$60,000	53,571,429
Executive Management Services	$30,000	23,076,923

James A. Wheeler is also a director and officer of the Registrant. Pursuant to Section 78.140 of the Nevada Revised Statutes, the issuance of the above shares to Mr. Wheeler was authorized by the board of directors of the Registrant after having been made aware of Mr. Wheeler’s financial interests in such transaction and without counting the vote of Mr. Wheeler.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of business acquired.
Not applicable

(b) Pro forma financial information.
Not applicable

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SKYBRIDGE WIRELESS, INC.

Date: July 5, 2005	By:	/s/ James A. Wheeler
		James A. Wheeler
		Chief Executive Officer

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