WORLD WIRELESS COMMUNICATIONS INC
NT 10-K, 1999-04-01
COMMUNICATIONS SERVICES, NEC
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                        U.S. SECURITIES AND EXCHANGE COMMISSION
     
                                 WASHINGTON, D.C. 20549
     
                                      FORM 12B-25
     
                              NOTIFICATION OF LATE FILING
     
                               SEC FILE NUMBER 333-38567
     
                                 CUSIP NUMBER 981558102
     
                                      (Check One):
     
               [X] Form 10-K and Form 10-KSB  [ ] Form 20-F [ ] Form 11K
                      [] Form 10-Q and Form 10-QSB [ ] Form N-SAR
     
           For Period Ended: December 31, 1998 
     
           [ ] Transition Report on Form 10-K
           [ ] Transition Report on Form 20-F
           [ ] Transition Report on Form 11-K
           [ ] Transition Report on Form 10-Q
           [ ] Transition Report on Form N-SAR
     
          For the Transition Period Ended:                                    
     
     
     
                 Read Attached Instruction Sheet Before Preparing Form.
                                  Please Print or Type
     
           Nothing in this form shall be construed to imply that the
          Commission has verified any information contained herein.
     
     
          If the notification relates to a portion of the filing checked
     above, identify the Item(s) to which the notification relates:  
     
     
     
     PART 1 -- REGISTRANT INFORMATION
     
     
     
          Full Name of Registrant
          Former Name if Applicable
     
          WORLD WIRELESS COMMUNICATIONS, INC.
     
          Address of Principal Executive Office (Street and Number)
     
          2441 SOUTH 3850 WEST
          WEST VALLEY CITY, UTAH 84120 
          
     
     
     PART II -- RULES 12B-25(B) AND (C)
     
     
     
     If the subject report could not be filed without unreasonable effort or
     expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
     following should be completed.  (Check box if appropriate)
                                   [X] Yes  [ ] No
     
          (a)   The reasons defined in reasonable detail in Part III of this
     form could not be eliminated without unreasonable effort or expense.
     
          SEE PART III BELOW.
     
          (b)   The subject matter report, semi-annual report, transition
     report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
     will be filed on or before the fifteenth calendar day following the
     prescribed due date; or the subject quarterly report or transition
     report on Form 10-Q, or portion thereof will be filed on or before the
     fifth calendar day following the prescribed due date; and
     
          (c)   The accountant's statement or other exhibit required by Rule
     12b-25(c) has been attached if applicable.
                                        N/A
     
     
     PART III -- NARRATIVE
    
   
    
          State below in reasonable detail the reasons why Form 10-K and
     Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition

     report or portion thereof could not be filed within the prescribed period.
     
          WORLD WIRELESS COMMUNICATIONS, INC. (THE "COMPANY") IS WAITING FOR
     THE COMPLETION OF ITS AUDITED FINANCIAL STATEMENT TO BE INCLUDED IN ITS
     REPORT ON FORM 10-K FOR THE YEAR DECEMBER 31, 1998.  THE COMPLETION OF
     SUCH REPORT HAS BEEN DELAYED DUE TO THE ACCOUNTANT'S REVIEW OF CERTAIN
     ITEMS IN CONNECTION WITH THE COMPANY'S OPERATIONS.  THE COMPANY INTENDS
     TO FILE ITS REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998
     PROMPTLY AFTER THE RECEIPT OF SUCH AUDITED FINANCIAL STATEMENT.  
     
     
     
     PART IV -- OTHER INFORMATION
     
     
     
          (1)   Name and telephone number of person to contact in regard to
     this notification
     
        STEPHEN R. FIELD, ESQ.         (212)            332-6050     
        -----------------------------------------------------------
               (Name)               (Area Code)   (Telephone Number)
     
          (2)   Have all other periodic reports required under section 13 or
     15(d) of the Securities Exchange Act of 1934 or section 30 of the
     Investment Company Act of 1940 during the preceding 12 months or for
     such shorter period that the registrant was required to file such
     report(s) been filed?  If the answer is no, identify report(s).
                                   [X] Yes  [ ] No
     
          (3)   Is it anticipated that any significant change in results of
     operations from the corresponding period for the last fiscal year will
     be reflected by the earnings statements to be included in the subject
     report or portion thereof?
     
                                   [X] Yes  [  ] No
     
          If so, attach an explanation of the anticipated change, both
     narratively and quantitatively, and, if appropriate, state the reasons
     why a reasonable estimate of the results cannot be made.
     
                          WORLD WIRELESS COMMUNICATIONS, INC.    
                       -------------------------------------------   
                      (Name of Registrant as specified in charter)
     
     has caused this notification to be signed on its behalf by the
     undersigned hereunto duly authorized.
     
     Date MARCH 31, 1999       By /s/ David D. Singer 
					 ----------------------- 
                               David D. Singer
                               President and 
                               Chief Executive Officer



 
     
                        ATTACHMENT OF FORM 12B-25 FOR
                                       
                     WORLD WIRELESS COMMUNICATIONS, INC.
                                       
                   PART IV (3) - EXPLANATION OF SIGNIFICANT
                       CHANGE IN RESULTS OF OPERATIONS
     
     
           The Registrant's estimated loss for calendar year 1998 is
     approximately $15,083,000, which is approximately $7,553,000 higher
     than the loss for calendar year 1997. Such increased loss was
     attributable to (a) a one-time charge for the write-off of good will of
     approximately $5,840,000,(b) non-cash interest charges incurred in
     connection with the issuance of warrants pursuant to the Registrant's
     bridge financing of $2,500,000 in May, 1998 and (c) increased
     administrative and other operating expenses of approximately
     $2,411,000. 


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