WORLDWIDE WIRELESS NETWORKS INC, 10KSB, 2000-04-14

WORLDWIDE WIRELESS NETWORKS INC
10KSB, 2000-04-14
BUSINESS SERVICES, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO_______

COMMISSION FILE NUMBER 000-27989

WORLDWIDE WIRELESS NETWORKS, INC.
(Exact name of registrant as specified in its charter)

Nevada 88-0286466
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

770 The City Drive South, Suite 3700
Orange, California 92868
(714) 937-5500
(Registrant's address and telephone number of principal executive offices
and principal place of business)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.001

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

<PAGE>

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Title Shares Outstanding as of March 30, 2000

Common Stock, par value $.001 12,262,988

As of March 30, 2000, the aggregate market value of the voting stock held
by non-affiliates of the registrant, based on the closing price on that date,
was approximately $28,477,425.

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WORLDWIDE WIRELESS NETWORKS, Inc.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999

Table of Contents

PART I

Item 1. BUSINESS...........................................................4

Item 2. PROPERTIES........................................................12

Item 3. LEGAL PROCEEDINGS.................................................12

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............13

EXECUTIVE OFFICERS OF THE REGISTRANT..............................13

PART II

Item 5. MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..................14

Item 6. SELECTED FINANCIAL DATA...........................................16

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............17

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................24

Item 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.............24

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...............24

Item 11. EXECUTIVE COMPENSATION...........................................24

Item 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT...............................26

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................28

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
AND REPORTS ON FORM 8-K........................................28

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PART I

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained herein that are
not based on historical fact, including without limitation statements
containing the words "believes," "may," "will," "estimate," "continue,"
"anticipates," "intends," "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, events or developments to be materially different from any future
results, events or developments expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general
economic and business conditions, both nationally and in the regions in which
Worldwide Wireless Networks, Inc. (the "Company") operates; technology
changes; competition; changes in business strategy or development plans; the
high leverage of the Company; the ability to attract and retain qualified
personnel; existing governmental regulations and changes in, or the failure to
comply with, governmental regulations; liability and other claims asserted
against the Company; the Company's and its third-party suppliers' ability to
take corrective action in a timely manner with respect to the year 2000 issue;
and other factors referenced in the Company's filings with the Securities and
Exchange Commission.

GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON SUCH FORWARD-LOOKING STATEMENTS. The Company disclaims any obligation to
update information concerning any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future results, events or developments.

ITEM 1: THE BUSINESS OF WORLDWIDE WIRELESS NETWORKS, INC.

GENERAL

Worldwide Wireless Networks, Inc. was incorporated in the state of Nevada
on June 10, 1992 as Second Investors Group, Inc. On June 19, 1998, Second
Investors effected a name change to Progressive Environmental Recovery
Corporation. On March 5, 1999, Progressive Environmental changed its name to
Worldwide Wireless Networks, Inc. We were organized as a "blank check"
company and our purpose was to seek out investment opportunities in emerging
companies but we remained inactive until our reverse merger with Pacific Link
Internet, Inc. ("Pacific Link") in April of 1999. (See, "Part I, Item 7:
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Reverse Merger Treatment.")

As a result of the reverse merger we acquired the business assets of
Pacific Link, a California corporation, doing business as Global Pacific
Internet. Pacific Link operated wireless network systems for customers in the
Orange County, California area. Pursuant to the merger agreement, we issued
7,000,000 common shares in exchange for the 583,000 common shares held by
Pacific Link shareholders, which was 100% of that company's outstanding
shares. The directors and officers of Worldwide Wireless resigned, the
management of Pacific Link filled

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those vacancies, and the former shareholders of Pacific Link obtained 62.5% of
the total voting power at that time.

On February 10, 2000, we merged with another public company, Tarrab
Capital Group ("TCG"), which resulted in the TCG shareholders receiving 5,000
shares of our restricted common stock in exchange for all of the issued and
outstanding shares of TCG. Worldwide Wireless continued as the surviving
corporation in that merger, and TCG ceased to exist. A copy of the
Acquisition Agreement and Plan of Merger with TCG was filed with the SEC
together with our Current Report on Form 8-K, on February 11, 2000.

Due to a conflict with corporate names in California, Worldwide Wireless
is doing business in California as "Global Pacific Internet". We are a
networking solutions company which specializes in high speed Internet access
using our own wireless network. Other products we provide include direct
service links which are connections of a customer's computer network to the
Internet via our wireless network, and/or frame relays, which is a wired
connection from a customer's computer to a router which sends the data to the
desired end connection. We also provide web hosting and network consulting.
We serve all sizes of commercial business and the home office market.

We have a short operating history, and have experienced significant
operating losses in that time, due primarily to continued investments we have
made in an effort to expand our existing network. We have received a letter
from one of our existing investors indicating a willingness to make available
some additional expansion capital as debt and/or equity capitalization (as may
be determined between us from time to time as our financial needs arise).
Depending upon the terms that are presented, we may or may not use all or any
portion of this financing. If we were unable to access this capital, or any
other capital for expansion, then the Company would be unable to continue its
expansion as planned, and would remain essentially an Orange County,
California network. Management has developed a cost reduction plan which
could be implemented in such an event, and this plan would allow the Company
to operate profitably, with no expansion or growth.

Large scale commercial operations began in April 1999 and, as of December
31, 1999, we provided high-speed wireless services to approximately 190
commercial customers. Our high-speed wireless network currently serves
approximately 85% of the Orange County, California area, and, since December
31, 1999, we initiated operations in Los Angeles County, California, as well.
We deliver DSL (Digital Subscriber Line) and 100 Mbps wireless service to our
customers, which are high speed Internet access options. We opened a
co-location facility offering central office services to 13 customers, as of
December 31, 1999. To facilitate our market expansion we hired a direct sales
force with support and management teams.

THE COMPANY'S PRODUCTS AND MARKETS

Wireless Network.
- ----------------

We have the technical expertise to build and operate large scale wireless
networks without relying on an existing wire-based network, such as a
telephone network's copper lines.

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Our wireless network allows the user to connect to an Internet service
provider bandwidth via a radio modem. Typically a customer relies on an
incumbent local exchange carrier such as a telephone company's copper wires or
a cable company's television coaxial plant to provide the physical means for
the customer to connect to the Internet.

Our primary means of providing our wireless services is a wireless
network consisting of an operations center, centralized base stations known as
"points-of-presence" ("POPs"), and distribution radios which connect to the
end customer. We currently operate a wireless network which has been
operational for approximately twelve (12) months and covers an estimated 85%
of Orange County, California and, since December 31, 1999, we have also been
providing wireless services in Los Angeles County, California. We currently
rely on fifteen, fully-operational POPs, which are generally located on the
tops of tall buildings. We negotiate long- term site licenses for each POP
location.

The typical POP site consists of one indoor/outdoor equipment cabinet
(62" H x 23" W x 34" D) and an array of four (4) to eight (8) small
sectional antennas (42" H x 4" W). The sectional antennas can be painted any
color to match existing surroundings. There is no roof penetration, and once
the system is installed there are minimum inspections. We pay for all costs
associated with the installation and our unit requires a single phase 110 volt
outlet for power.

As part of our network expansion and in the course of normal operations,
we are negotiating to expand our rights associated with the current POP
locations as well as acquire additional point-of-presence locations.
Management currently believes that the market for these facilities is
reasonable for its purposes; however, the ability to acquire and maintain
these rights will be a material factor in the success of the Company.

In general, our end customers must be within five miles of a POP and have
line-of-sight visibility between the POP and an antenna located at their
building. The five mile standard is based upon the equipment we use, existing
interference and equipment reliability. Other companies may use greater
distances from a POP, and we do as well, but we have adopted five miles as a
general guideline for our connections. Each end customer must install a
rooftop or window radio with an antenna. When the customer accesses the
Internet, the signal travels over its building's wiring or wireless network to
the rooftop or window antenna. The antenna sends the data signal to a nearby
POP, where the signal is communicated to our broadband switching center and
then onto its final destination.

Our wireless network provides flexibility, quick installation and quality
service for Internet users. For example, during the Panasonic Shock Wave
Beach Games in August of 1999 we established a temporary wireless system which
provided Internet access to the participants on the beach. We are able to
install the necessary equipment at a customers business within two to five
days. Actual installation of a wireless system may take as little as four
hours. Installation and incorporation into our wireless network can be
accomplished as fast as within 48 hours following a signed service order. This
can be accomplished when we rely on installation scheduling and preparation
prior to contract signing. However, we generally plan for a three week time
period for completion of installation. We provide a quality service because
we manage our network traffic by using routing equipment that measures and
controls packet flows

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(data bundled for transmission), and we install equipment with performance
levels that meet or exceed those required by the customer.

Our wireless network is engineered to provide high reliability and wide
area coverage. We generally operate at a greater than 98% uptime. Our
wireless networks are capable of high speeds of 128 kbps through 100 Mbps
speeds. Kbps stands for Kilobits per second, and Mbps stands for megabits per
second; the number of bits per second is the industry standard of measurement
of how fast data can be transmitted over the Internet. Our wireless system
and Digital Subscriber Lines (which are enhanced copper lines that connect to
a local telephone company system and then directly to the Internet), provide
connection to the Internet at high speeds. Our wireless connections can
provide transmissions at greater speeds than a dial up connection. For
example, a dial up modem transmits at 28,000 to 56,000 bps; a T1 line (which
is a dedicated telephone cable with a bundle of twenty-four voice or data
lines) transmits at 1.544 Mbps, and our wireless network transmits at a rate
of 100 Mbps. These high speed connections allow files, documents and voice
transmissions to be dispatched over the Internet in much shorter time periods.

We operate on a combination of licensed frequencies of 23 Ghz and
unlicensed frequencies in the 2.4 Ghz ISM bandwidth, 5.8 Ghz ISM bandwidth,
and 5.2 Ghz UNII bandwidth ranges. Ghz, (giga hertz) is a measurement of
electromagnetic energy which is equivalent to one "wave" or cycle per second.
The bandwidth range determines whether federal licensing is required. Certain
frequencies must be licensed by the U.S. Federal Communications Commission
(the "FCC"), whereas unlicensed frequencies are part of the radio spectrum
that the general public may use for personal radios. The licensing required
is determined on a site-by-site basis, depending on the distance and type of
network link. Reliability is achieved through redundant radio links and wired
line back-up. Security is provided through spread spectrum radio links and
encryption, among other standard security measures. Our radio modem transmits
data by a microwave frequency which changes 32 times a second. During our
initial twelve months of operations we experienced no significant weather
interference, nor did we expect to, since the low frequencies which the
Company uses are rarely affected by weather conditions (other than hail). We
are not sure how a wireless network in geographical areas with more severe
weather than Southern California would be affected, but management does not
believe that weather conditions will pose a significant factor to the
Company's ability to provide its wireless services.

Principal Services.
- ------------------

High-speed Internet: We offer connections to the Internet at speeds from
128 kbps to 100 Mbps. This service provides always-connected, secure access
for all sizes of commercial businesses. These connections are primarily
supported by our wireless network with the balance of customers being served
by DSL and leased T-1 circuits. We enhance our service by balancing and
distributing our traffic across our upstream connections, which include
Digital Broadcast Networks, Savis, and Exodus networks. As of December 31,
1999, we had approximately 190 high-speed wireless customers.

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Dial-up Internet Access: As of December 31, 1999, we provided Internet
access to approximately 1,505 Internet users using dial-up connections. This
service is marketed to the general public throughout Orange County and to our
commercial customers to support work-at-home, remote server access, and other
business applications.

Data Center Services: We offer web hosting, web site development and
co-location services to our customers. Our co-location service allows a
customer located outside our wireless network to physically place a computer
connected to the customer's network in a secure facility with a high-speed
physical connection to the Internet. As of December 31, 1999, we provided
such services to approximately 1,151 customers.

Network Consulting: We have substantial expertise in building and
operating large-scale wireless, ATM, and Internet Protocol networks. We offer
design and implementation services for private wireless networks and
consulting services to develop network hardware components. As of December
31, 1999 we had generated approximately $109,000 in revenues from these
services.

Business and Operating Strategies.
- ---------------------------------

Our historical sales have resulted from domestic operations primarily
located in Orange County, California. This area has a high concentration of
technology-oriented businesses that represent our prime targeted customers due
to their need for high-speed Internet access. By focusing our expansion to
markets in Southern California, management believes that we can efficiently
leverage our network assets, brand equity, central facilities, administration,
and technical resources which currently exist.

We generally work with our end customer when providing network access.
We believe that a direct customer relationship provides the opportunity for us
to cross-sell network products, improve customer satisfaction, and reduces the
chance of customer attrition. In May 1999, we created a direct sales force to
market and sell our products and services. This sales force markets our
services to businesses of all sizes within our network service area, and is
supported by our customer service, technical experts, and outbound
telemarketing activities. This direct sales activity is supplemented by
telemarketing sales agents and through customer referrals.

At the local level, we advertise in general print media and through
publications targeted at the information professional. During late 1999 we
established an e-commerce site, www.airwaveproducts.com, to sell wireless
network equipment to enterprise customers and Internet service providers.
Although no revenues were generated from this site during fiscal year 1999,
management believes that in the future an increasing percentage of our
revenues will be attributable to the sale of products and services over the
Internet.

Our backlog results from the difference in timing between a firm customer
order and the installation of all services ordered by such customer. In
general, our target interval for installation is three weeks. As of March 30,
2000, we estimate that our revenue from contracts for services ordered but not
yet filled to be approximately

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$120,000, of which approximately $20,000 represents recurring monthly revenue,
and the rest represents one-time revenue from the sale of equipment.

Competition.
- -----------

Our market is crowded with companies which provide both wired and
wireless Internet networks and Internet access to businesses and individuals.
We face competition from existing network and Internet service providers, most
of whom have financial resources, brand recognition, work coverage, technical
resources, and sales forces much larger than ours. These providers may have
substantial financial and technical resources directed at the same markets
served by us. As a result, from time to time, we may need to adjust the
pricing of our products, expend more funds to acquire customers and may
experience higher customer attrition. In addition, we need to be able
successfully to compete with the larger and more established companies that
already provide Internet service.

In the wireless market we compete with, among others, Teligent, Inc.,
Winstar Communications, Inc., and NEXTLINK Communications, Inc., each of which
offers wireless directional, high-speed network services; Pacific Bell, AT&T,
World Com, Qwest, Cox Communications, Sprint and similarly situated
telecommunications companies, which offer Internet products as stand-alone
products or in a bundle with telecommunications, network services, or
wide-area networking; and companies such as Covad and Rythms Net Connections,
which are representative of service providers who provide high-speed network
facilities primarily by using state-of-the-art modems in conjunction with the
facilities of incumbent local exchange carriers.

Similarly, we compete with Time Warner, @Work, and other cable television
companies which have converted cable television coaxial lines to support
bidirectional, high-speed network services, and we also compete with
Internet-dedicated access companies, such as Verio, Concentric, and Level 3,
which specialize in Internet protocol products that include data center
services, web hosting, virtual private networking, network consulting, and
related products and services.

We compete with these companies in the areas of rapid installation,
technical performance, quality of customer service and price. We have the
capacity to deliver Internet service in 48 hours because at a minimum our
service may only require installation of a radio and antennae at a customer's
site. Competing technologies that rely on physical wiring may require 30 to
45 days for the necessary wiring to be installed. We develop our networks
primarily with our own internal engineering expertise, and we believe the use
of our own personnel increases the uniqueness of our service and prevents
direct copy by our competition. Use of our own technical network
configuration, radio technology, and POP site implementations reduce costs and
improve performance.

Although pricing is an important factor in our customers' purchase
decisions, we believe that customer relationships, customer service and
consistent quality will be the key to generating customer loyalty. During the
past several years management has observed market prices for network services
declining, which is a trend management believes will likely continue. As
prices

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decline for any given speed of service, we expect that our total number of
customers will increase due to more individuals and companies having access
to, and deciding to use, such services. As the total number of customers
increase, the proportion of customers purchasing our high-speed services,
which are more expensive in comparison to our other services, will increase
because the cost to upgrade a customer's speed is generally minimal.

Many of our competitors rely on existing networks of copper lines owned
by third parties. We believe these networks are facing increased demand from
individuals and businesses for new services at a reasonable cost. Our
management believes that elimination of reliance on third parties reduces our
costs by eliminating the expense of payments to such third parties for labor
costs associated with installation and costs of troubleshooting network
problems. Further, we believe that capital expenditures associated with
constructing our wireless network are substantially lower because we do not
physically have to construct a wire network.

Principal Suppliers.
- -------------------

Our principle suppliers provide hardware and software that is
incorporated into our networks. While no single vendor represents a majority
of capital spending, network performance depends on the operation and support
of these products. We rely on third-party vendors for equipment, upstream
bandwidth, operational software, and product support. We currently rely on
six vendors for our equipment and four vendors for upstream bandwidth access.
Our product availability and network performance may be diminished when and if
these providers limit the availability of service, delay product, or deviate
from our expectations for performance. However, management believes these
vendors can be replaced within approximately 60 days. Our agreements with
these suppliers typically require specific performance on our part for
financial, service, or operational actions, and any failure in our performance
could result in penalties or increased cost of operation. As is customary for
the industry, damages owed by a company for failure to provide bandwidth are
generally limited to service credits for the circuits affected.

Trademark, License and Intellectual Property.
- --------------------------------------------

Our primary service mark in our service area of Orange County is Global
Pacific Internet. We are currently seeking trademark protection for "Global
Pacific Internet" and "Worldwide Wireless Networks". The success of our
business depends in part on brand recognition, trade secrets, network
hardware, and software which may be proprietary or purchased from
third-parties. We rely upon a combination of licenses, confidentiality
agreements and other contractual covenants, as well as the statutory
protections of the California Trade Secrets Act to establish and protect our
technology and other intellectual property rights. Although we do not believe
that our intellectual property infringes on the rights of any party,
third-parties may assert claims for infringement which may be successful
and/or require substantial resources to defend.

As of December 31, 1999, we held two FCC private operational fixed
microwave radio station licenses, and since that date we have obtained four
other such licenses (See "Government Regulations" below). These licenses have
a term of ten years, the first of which will expire in July 2009. The
importance of having FCC licenses to companies such as ours is that
establishes

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certain superior rights as against third parties to provide our services using
the frequencies and in the locations for which such licenses are granted. The
Company intends to continue to apply for such licenses as its business and
operations expand.

Product Development.
- -------------------

We conduct research and development as an incidental activity to our
ordinary operations. Therefore, we have not spent any material amount for
research and development during the past two fiscal years. We expect to
devote substantial resources to increase market penetration within our current
service area as well as expand our wireless network to other areas in southern
California and in other locations where the Company believes it has an
opportunity to market its services successfully.

In May of 1999 we entered into a joint venture with Bridge Technology,
Inc. Pursuant to the agreement, we have agreed to provide our know how and
have contributed $50,000 toward the capitalization of Pacific Bridge Net, a
subsidiary of Bridge Technology. The mission of Pacific Bridge Net is to
design, develop (patent and copyright), market and sell certain devices
required to provide high speed broadband wireless access to the Internet
backbone infrastructure. We own a 20% interest in the venture, and will have
the right to sell any radio equipment which is developed through the venture
in the United States. As of December 31, 1999, the amount of this investment
was reduced to $36,885, resulting from our 20% allocation of the losses
reported by Pacific Bridge Net for fiscal year 1999. Pacific Bridge Net has
finished an engineering prototype of a wireless radio with a built-in firewall
and integrated router (which may eliminate the need for a proxy server or
complicated network configuration), and has been testing it for a period of
approximately 12 weeks for reliability and stability in real wireless network
deployment. The results of this beta program were promising, yet more
testing is needed. In the first fiscal quarter of 2000, we continued our
expansion into Asia by entering into an agreement with Global Bridge E Net, a
company formed to develop and deploy an Asynchronous Transfer Mode (ATM)
wireless network in Asia, pursuant to which we will receive 10% of the gross
revenues generated by Global Bridge E Net, and have the opportunity to invest
in the purchase of 20% of the initial equity of that company.

Government Regulation.
- ---------------------

At the federal level, the FCC has jurisdiction over the use of the
electromagnetic spectrum (i.e., wireless services) and has exclusive
jurisdiction over all interstate telecommunications services, that is, those
that originate in one state and terminate in another state. State regulatory
commissions generally have jurisdiction over intrastate communications, that
is, those that originate and terminate within the same state. Municipalities
and other local jurisdictions may regulate limited aspects of our business by,
for example, imposing zoning and franchise requirements and requiring
installation permits. We are also subject to taxation at the federal and
state levels and may be subject to varying taxes and fees from local
jurisdictions.

A large portion of our wireless networks operate in a radio spectrum not
requiring licensing from the Federal Communications Commission under current
regulations. As an Internet service provider we are not currently directly
regulated by the FCC or the Public Utilities Commission of any state.
However, as required by law, we license frequency spectrum directly from the
FCC for some of the high-speed portions of our wireless network. Changes in
current state or federal law, or in the interpretation of existing law, may
cause increased regulation of our business or restrictions on the unlicensed
radio spectrum currently used in the wireless networks.

Employees.
- ---------

As of December 31, 1999 we had 32 full-time employees, and since that
time we have added 11 more. These individuals bring to the company expertise
in various aspects of sales, engineering, customer service, finance and
network operations. The majority of our employees are based in Orange County,
California. We believe we have good relations with our employees, and none
are covered by any collective bargaining agreement.

ITEM 2: PROPERTIES

Our principal executive offices are located in the City of Orange,
California, where we lease 8,728 square feet of office space with roof rights
for antennas. We renewed the lease on March 30, 1999 and it will expire in
2004. The monthly rent ranges from approximately $16,583 in the first year to
$18,329 in the fifth year. This office space is in good condition and
satisfies our current space needs.

We also lease two office spaces in Irvine, California. One office space,
located at 5 Park Place, is 1,062 square feet and houses our sales agents.
This lease will expire in April of 2003, and requires a basic rent payment of
$2,549 per month (which is subject to adjustments for the term of the lease).
The other office space is located at 8001 Irvine Center Drive, and is
subleased to a computer consulting company for the cost of the lease (which is
approximately $4,021 per month). Recently, to facilitate our expansion into
Los Angeles County, California, we opened a sales office there comprising
1,993 square feet, located at 5933 Century Boulevard, Los Angeles, CA. The
lease for that office has a five-year term, expiring in March 2005. Monthly
rent there is $2,889.85 for the first thirty months of the lease, escalating
to $3,089.15 for the remainder of our lease term.

ITEM 3: LEGAL PROCEEDINGS

Except as disclosed below, we are not involved in any material pending
legal proceedings, other than routine litigation incidental to our business,
to which we are a party or of which any of our property is subject.

On March 28, 2000, we filed a lawsuit against one of our former
consultants, DFL Capital Partners, LLC and our former legal counsel, alleging,
among other things, fraud and malpractice. The dispute arises out of an
option agreement we entered into in the Fall of 1998 for our consultant to
provide technical and financial advisory services in exchange for certain
non-qualified options. We retained legal counsel recommended to us by the
consultant, but were never advised that the partner of the law firm who
represented us specifically was, at the same

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time, also the managing member of DFL Capital Partners, LLC. As a result of
this undisclosed conflict of interest, we believe that the agreement which the
law firm counseled us to sign did not adequately protect us in terms of the
services which we understood we were supposed to receive and the number of
stock options which the consultant was to receive as compensation for such
services. Depending upon the resolution of this lawsuit, the number of
options to purchase our common stock which the consultant may retain could
range from 50,000 to 700,000.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and positions of the directors, executive officers and
key employees of the Company, and their respective ages and positions, are set
forth below. Biographical information for each of these persons is also
presented below. Our executive officers are appointed by our Board of
Directors and serve at its discretion.

Directors and Officers.
- -----------------------

Name Age Position Held
- ----------- ---- --------------

Jack Tortorice 51 Chief Executive Officer
and Chairman of the Board

Charles C. Bream III 5 President, Chief Operating
Officer, Director

Thomas J. Rotert 33 Director, Secretary and
Treasurer

Jack Tortorice. Chief Executive Officer and Director since April of
1999. He served as CEO, Chairman of the Board and a Director of Pacific Link
from October 1997 to May 1999. Prior to joining Pacific Link, he was General
Manager for the sales and marketing division of Frontier Communications from
January 1995 to June 1997. Prior positions include: General Manager for sales
and operations of ITT Courier related to computer equipment sales; Vice
President of Sales for Automatic Data Processing selling payroll outsourcing;
and sales positions for Wang Labs and Xerox. Mr. Tortorice graduated with a
Masters in Business Administration from Pepperdine University in 1989 and
received a bachelor's degree in economics from Edinboro University in
Pennsylvania in 1973.

Charles C. Bream. President, Chief Operating Officer, and Director since
January 1, 2000. Mr. Bream has held executive positions in the
telecommunications and computer and software industries for over 19 years and
also has investment banking experience. During the period from 1991 to 1999 he
was President of Quarter Phone, a telecom start-up, a Senior Vice President at
Cable & Wireless, Senior Vice

13
<PAGE>

President/General Manager of the telecommunications business at General
Research Corporation, and a member of Holding Capital Group, a private
investment banking firm. Before that he held executive positions at EMS,
Xerox, Data General, and Epson America. Prior to his experience in technology
industries, he held various marketing and sales positions with packaged goods
companies such as Procter and Gamble. He received an MBA from Wharton Business
School in 1970 and a B.S. degree from the U.S. Naval Academy in 1967.

Thomas J. Rotert. Secretary and Treasurer. Mr. Rotert was appointed as
a Director on October 1, 1999. He also serves as our general counsel,
corporate secretary and treasurer. He is a licensed attorney in the state of
California and practices in the areas of corporate transactional law and civil
litigation. From May 1998 to the present, he has been a partner in the law
firm of Schuman & Associates, located in Costa Mesa, California. From October
1997 through May 1998 he was employed as an attorney for Sayer & Associates, a
California firm. He was litigation counsel for Bollington & Roberts, another
California firm, from 1992 to October 1997. He received a Juris Doctorate
from Western State University in 1993 and a bachelor's from the University of
Kansas in 1989. Mr. Rotert filed a Chapter 7 voluntary bankruptcy petition in
February 1998 in the Central District of California Division of the United
States Bankruptcy Court, which was discharged in June of 1998.

In February 2000, the Company learned that one of its Directors, Dennis
Shen, who had served in such capacity since the inception of the Company, had
been convicted in California in 1996 of two counts involving the receipt or
concealment of stolen property, both of which were dropped to misdemeanor
counts, and which, it appears, were eventually expunged at the bench and
entered as not guilty pleas. Although Mr. Shen has had a close and valuable
relationship with the Company since its initial operations, and it is expected
that he will continue to provide valuable services to the Company as a
consultant and significant shareholder in the future, upon learning of these
convictions Mr. Shen's resignation was accepted by the Company's Board of
Directors on February 23, 2000. Susan Shen, the wife of Dennis Shen, was not
implicated in any of the charges discussed above, but resigned her position as
the Company's Secretary and Treasurer on about the same date. She continues to
be a full-time employee of the Company, and Shen family members continue to be
significant shareholders of the Company.

PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

Our common stock is traded in the Over-the-Counter market and is quoted
on the electronic Bulletin Board under the symbol "WWWN". The following table
represents the range of the high and low bid prices of our stock as reported
by the Nasdaq Trading and Market Services for each fiscal quarter for the last
two fiscal years ending December 31, 1998, and 1999,

14
<PAGE>

respectively. Such quotations represent prices between dealers and may not
include retail markups, markdowns, or commissions and may not necessarily
represent actual transactions.

Year Quarter High Low
---- ------------- ------ -----

1998 First Quarter $ 0.125 $ 0.1
Second Quarter * *
Third Quarter * *
Fourth Quarter * *
1999 First Quarter 4.0 4.0
Second Quarter 6.0 0.40625
Third Quarter 4.75 2.875
Fourth Quarter 5.25 2.75

* No trading activity in our stock occurred during this quarter.

During 1997 and 1998 our market was sporadically and thinly traded. As
the table above reflects, there was no trading activity during the second,
third or fourth quarters of 1998. Trading activity increased in August of
1999. The prices per share of companies similar to Worldwide Wireless
Networks' have exhibited extreme volatility in response to company-specific
information, as well as general market conditions. Shareholders should
consider the possibility of the loss of the entire value of their shares.

As of December 31, 1999, we had a total of 11,799,988 shares issued and
outstanding. Management controls approximately 50.7% of our outstanding
shares. We have 400,000 common shares subject to warrants and 7,958,160
common shares subject to the resale limitations of Rule 144. In addition,
there are from 50,000 to 700,000 disputed options to purchase common shares of
the Company which are the subject of a pending lawsuit arising out of a
contract entered into by Pacific Link in September of 1998. (See, "Part I,
Item 3: "Legal Proceedings: Disputed Beneficial Ownership", above).

Dividends.
- ---------

We have not declared dividends on our common stock and do not anticipate
paying dividends on our common stock in the foreseeable future.

Stock Splits.
- ------------

In June 1998, our Board of Directors authorized a 30-for-1 reverse split
of our common stock. In March 1999, our Board of Directors authorized a
4-for-1 forward split of our common stock. All per share information in this
Annual Report statement has been retroactively restated to reflect these
changes.

15
<PAGE>

Private Equity Transactions.
- ---------------------------

Below is a list of all of the private transactions for the sale of
unregistered securities made by the Company for the period January 1, 1999
through December 31, 1999:

On April 1, 1999, the Company issued 7,000,000 shares in the reverse
merger acquisition with Pacific Link Internet (See Note 10).

On April 2, 1999, the Company issued 400,000 shares of common stock for
cash of $100,000 and services valued at $200,000.

In June 1999, the Company issued 200,000 shares for $1,000,000 in cash at
$5 per share.

In June 1999, the Company issued warrants to purchase stock at 3.00, 4.00
and 5.00 per share, valued at $122,000 (See Note 11 to the Financial
Statements).

In December 1999, the Company issued 200,000 shares of common stock for
cash of $400,000, at $2 per share, from a private investor.

ITEM 6: SELECTED FINANCIAL DATA

The following table sets forth certain selected financial and
operating data for the Company as of and for each of the three years in the
period ended December 31, 1999, which was derived from the Company's financial
statements and notes thereto that have been audited by Crouch, Bierwolf &
Chisholm, independent public accountants. All of the data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's financial statements and notes
thereto.

FINANCIAL DATA (1)
YEAR ENDED DECEMBER 31,
(Dollars in thousands, except 1999 1998 1997
per share data)

STATEMENTS OF OPERATIONS DATA:
Revenues $ 1,980 $ 841 $ 271
Operating expenses $ 2,533 $ 708 $ 223
Stock-based compensation $ -- $ -- $ -
Operating income (loss) $ (1,526) $ (297) $ (141)
Other expense $ 25 $ 32 $ 12
Net loss from continuing operations $ (1,551) $ (329) $ (153)
Loss from discontinued operations $ -- $ -- $ --
Loss from extraordinary item ------- -------- -------
Net loss $ (1,551) $ (330) $ (153)

16
<PAGE>
Share data (2):
Basic and diluted loss per share
from continuing operations $ (0.16) $ (0.09) $(0.05)

Per share effect of extraordinary
item ------------ ------------ ----------
Basic and diluted loss per share $ (0.16) $ (0.09) $ (0.05)

Weighted average shares used in
computing basic and diluted
loss per share 9,716,655 3,679,994 3,360,000
--------- --------- ---------

YEAR ENDED DECEMBER 31,
(Dollars in thousands) 1999 1998 1997

BALANCE SHEETS DATA:
Total assets $ 1,491 $ 362 $
Total long-term debt, net of current
Portion $ 2 $ 44 $

CASH FLOWS PROVIDED BY (USED IN):
Operating activities: $ (865) $ 181 $ (19)
Investing activities: $ (1,028) $ (193) $ (66)
Financing activities: $ (2,030) $ 12 $ 87

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained or incorporated
by reference in this document that are not based on historical fact are
"forward-looking statements" within the meaning of the Private Securities
Reform Act of 1995. Forward-looking statements may be identified by use of
forward-looking terminology such as "believe,' "intends," "may," "will,"
"expects," "estimate," "anticipate," "continue," or similar terms, variations
of those terms or the negative of those terms.

Overview.
- ---------

We are a networking solutions company which provides high speed Internet
access using our own wireless network, dial-up Internet access, data center
services and network consulting. Since April 1999 we have had large-scale
commercial operations and have developed a commercial customer base, a direct
sales force and have expanded our wireless network. Our primary market is
currently Orange County, California, where we operate our wireless network.
Recently, we have also initiated operations in Los Angeles County, California.
While we have experienced revenue growth since our inception, we have operated
at a net loss, due primarily to our investment in expanding our network
coverage, which is expected to continue. Management believes that our
continued expansion will result in additional losses for the foreseeable
future, due to our continued expansion efforts beyond the amount of revenues
generated from our existing operations. We must fund these expansion efforts,
for the foreseeable future, from the incurrence of debt and/or the sale of
equity, and there can be no assurance that we will be able to access either
debt or equity capitalization in sufficient amounts or on acceptable terms to
continue to fund such expansion efforts (as further described below). We have
received a letter from one of our existing investors indicating a willingness
to provide certain additional debt

17
<PAGE>

and/or equity capitalization as may be determined between us from time to time
as our financial needs arise. Depending upon the terms presented to us, we
may or may not use all or any portion of such funding. If we were unable to
access this capital, or any other capital for expansion, then the Company
would be unable to continue its expansion as planned, and would remain
essentially an Orange County, California network. Management has developed a
cost reduction plan which could be implemented in such an event, and this plan
would allow the Company to operate profitably, with no expansion or growth.

Revenues. We generate revenues primarily through the sale of
annuity-like service contracts with customers, the sale and installation of
wireless networks, and network consulting. We recognize revenues when
services are completed. We believe that growth in revenue will come from
additional penetration in markets currently served by existing networks,
expansion of complimentary product lines to existing and new customers, and
geographic expansion using currently deployed technologies. We have spent,
and intend to continue to spend, significant resources on these activities.

Cost of Sales. Cost of sales consists of third-party network usage and
other outsourced service costs, and the cost of roof rights. Third-party
network costs are expensed in the period when services are rendered and are
generally proportional to the number of customers. We do not currently
anticipate that inflation will have a material impact on our results of
operations.

Sales and Marketing. Sales and marketing expenses include salaries,
sales commissions, employee benefits, travel and related expenses for our
direct sales force, fees paid to third-party sales agents, marketing and sales
support functions. In an effort to increase our revenues, user base and brand
awareness, we expect to increase significantly the amount of spending on sales
and marketing over the next year. Marketing costs associated with increasing
our user base, which to date have been minimal, are expensed in the period
incurred.

General and Administrative. General and administrative expenses include
salaries, employee benefits and expenses for our executive, finance,
depreciation of network equipment, technical staff costs, legal, and human
resources personnel. Investment in network equipment is related primarily to
geographic network expansion and incremental customer installations, which
result in increased depreciation expense in future periods. In addition,
general and administrative expenses include fees for professional services and
occupancy costs. We expect general and administrative expenses to increase in
absolute dollars as we continue to expand our administrative infrastructure to
support the anticipated growth of our business, including costs associated
with being a public company.

Reverse Merger Treatment.
- ------------------------

In April 1999 Worldwide Wireless Networks, Inc. completed a merger with
Pacific Link Internet, Inc., a California corporation doing business as Global
Pacific Internet. Pacific Link began its operations in August 1997, and was
incorporated in September 1997. As a result of the merger, Worldwide Wireless
Networks acquired the business, operations and assets of Pacific Link which
are a significant part of our ongoing business and the services that we sell.
In

18
<PAGE>

conformance with generally accepted accounting principles, the merger has been
accounted for as a "reverse merger", and the accounting survivor is Pacific
Link.

The reverse merger was completed pursuant to the statutory requirements
of California and Nevada through the exchange of 7,000,000 shares of Worldwide
Wireless Networks' common stock in exchange for all of the outstanding stock
of Pacific Link. The merger was structured as a tax-free statutory merger
pursuant to Section 368 (a)(1)(A) of the Internal Revenue Code of 1986, as
amended. Worldwide Wireless Networks raised $1,000,000 in anticipation of the
merger, and provided this as its only contribution to the assets of the newly
combined organization. The merger was treated as a reverse merger for
accounting purposes, therefore the financial information for the fiscal year
ended December 31, 1999 has been consolidated, and such information for the
fiscal years ended December 31, 1998 and 1997 is that of Pacific Link, only.

Recent Developments.
- --------------------

On October 27, 1999, we entered into a contract to purchase wireless
telecommunications equipment from Adaptive Broadband Corporation. Pursuant to
the agreement we have committed to purchase 2,624 units, 5,120 units and 7,760
units during the first, second and third years of the agreement, respectively.
Units consist of subscriber units or access points. Subscriber units refer to
individual customers and access points refer to POPs. The agreement may be
terminated by written notice from either party for occurrence of several
specific events, notably, if either party is not satisfied with the
performance of the other party. Obligations of the agreement will survive
early termination to the extent purchase orders are accepted by Adaptive
Broadband Corporation and minimum additional payments are required.

We anticipate that approximately 20% of the equipment purchased as a
result of the agreement will be used in our own wireless operations, and the
remaining 80% will be resold to third parties. We expect to purchase a
minimum of $4.4 million, $6.4 million and $7.76 million of such equipment for
the first, second and third year of the agreement. As of this filing, we
anticipate that this agreement will provide additional revenues from wireless
equipment sales, however, we cannot assure what effect the commitments
required under the agreement will have on our results of operations.

19
<PAGE>

deployment. The results of this beta program were promising, yet more
testing is needed. In the first fiscal quarter of 2000, we continued our
expansion into Asia by entering into an agreement with Global Bridge E Net, a
company formed to develop and deploy an Asynchronous Transfer Mode (ATM)
wireless network in Asia, pursuant to which we will receive 10% of the gross
revenues generated by Global Bridge E Net, and have the opportunity to invest
in the purchase of 20% of the initial equity of that company.

Liquidity and Capital Resources.
- -------------------------------

Since Pacific Link's inception, it has financed its operations primarily
through the private placement of equity securities, loans, leasing
arrangements, cash-flow from operations and the merger completed with
Worldwide Wireless in April 1999. As of December 31, 1999 cash reserves
totaled $136,311 with total current assets of $453,175.

We have posted operating losses since inception. Our working capital
deficit as of December 31, 1999 is $214,252. Our long-term debt was $2,230 as
of that same date. Our current liabilities for that same date were
$1,596,452, of which $665,355 accounts for the current portion of, our long
term liabilities discussed above, and $655,485 is attributable to current
accounts payable. We anticipate a reduction of approximately $17,567 in
October 2000, due to the expiration of certain capital lease obligations. We
have paid interest rates ranging from 15.5% to 32.5%, or an average of 21.7%,
on such obligations as a new company without a credit history.

As of December 31, 1999, our principal commitments consisted of office,
roof-rights payments, and equipment leases. Future minimum principal payments
on notes payable were approximately $7,720. Future minimum lease payments
were $42,910 with $40,887 through 2000 and $5,484 through 2001. Future
minimum lease payments at December 31, 1999 were $34,211. Of that amount,
capital lease payments due through the end of fiscal years 2000 and 2001 were
$32,626 and $1,585, respectively, and operating lease payments due through the
same periods were $283,836 and $283,836, respectively.

The consolidated cash flows show net cash used for our operating
activities for the fiscal year ended December 31, 1999 was $865,302. Net cash
used for operating activities consisted primarily of net operating losses and
network asset purchases. Net cash provided by our financing activities was
$2,029,671 during the same period. Net cash provided by financing activities
was principally attributable to the sale of securities by Worldwide Wireless
Networks prior to the merger in April 1999.

We expect to continue to incur significant capital expenditures in the
future in our current market of Orange County, including additions and
enhancements to our server and network infrastructure, software licenses and
furniture, fixtures and equipment. The actual amount of capital expenditures
will depend on the rate of growth in our user base and available resources,
which is difficult to predict and which could change dramatically over time.
Technological advances may also require us to make capital expenditures to
develop or acquire new equipment or technology.

20
<PAGE>

The Company's current business plan calls for us to launch wireless
networks in Los Angeles, San Diego, Santa Barbara and Ontario, California, and
Honolulu, Hawaii during our current expansion phase, and we have recently
began expansion in Los Angeles County as described above. We anticipate that
during this expansion based upon our historical funding of expansion efforts,
we will remain unprofitable in each market for at least 12 to 18 months after
launch. We expect that we will require outside financing of at least
$1,000,000 to $3,000,000 per location to establish and deploy our network in
the areas mentioned above, in addition to any revenues generated from
operations. We intend to explore the letter we received from one of our
shareholders to determine if mutually agreeable terms can be reached whereby
it would provide certain debt and/or equity capitalization to help finance our
expansion efforts, and, even if acceptable terms can be negotiated, additional
external funds will also have to be raised.

We have investigated the availability, source and terms for external debt
financing and are exploring options which may be available to us. However, we
cannot assure that we will be able to obtain such financing on terms agreeable
to us. Also, the acquisition of funding through the issuance of debt could
result in a substantial portion of our cash flows from operations being
dedicated to the repayment of principal and interest on the indebtedness, and
could render us more vulnerable to competitive and economic downturns.

Any future securities offerings will be effected in compliance with
applicable exemptions under federal and state laws. The purchasers and manner
of issuance will be determined according to our financial needs and the
available exemptions. After determination of the availability of debt
financing we may elect to offer securities and, accordingly, will determine
the type of offering or the type or number of securities which we will offer
at that time. However, we can not assure that a future securities offering
will be successful. We have no plans to make a public offering of our common
stock at this time. We also note that if we issue more shares of our common
stock our shareholders may experience dilution in the value per share of their
common stock.

If we are unable to obtain additional funds on terms agreeable to us, we
will suspend our expansion plans into new markets and will restructure our
operations to rely on operating cash flow.

Results of Operations.
- ---------------------

The following table sets forth selected consolidated statements of
operating data as a percentage of total revenues:

Year Ended

Dec 31 Dec 31 Dec 31
1997 1998 1999
------------ ------------ -------------

Revenues ........................ $ 271,841 $ 841,841 $ 1,980,203

AS A PERCENTAGE OF REVENUES
Cost of sales................. $ 189,382 $ 430,600 $ 972,802

69.7% 51.1% 49.1%

21
<PAGE>

Gross profit..................... $ 82,459 $ 411,241 $ 1,007,401

30.3% 48.9% 50.9%

Operating expenses:
Selling ...................... $ 68,827 $ 158,592 $ 616,022

25.3% 18.8% 31.1%

General and administrative ... $ 154,596 $ 549,987 $ 1,917,450

56.9% 65.3% 96.8%

Total operating expenses ..... $ 223,423 $ 708,579 $ 2,533,472

82.2% 84.2% 127.9%

Loss from operations ............ $ 140,964 $ 297,338 $ 1,526,071

51.9% 35.3% 77.1%

Other income (expense), net...... $ (12,529) $ (32,045) $ (25,181)

4.6% 3.8% 1.3%

Net loss ........................ $ 153,493 $ 330,183 $ 1,551,252
56.5% 39.2% 78.3%

TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998

Revenues for the period ended December 31,1999 were $1,980,203, which
represented an increase of $1,138,362 (from $841,841 for the period ended
December 31, 1998). The increase was primarily attributable to revenues
generated from acquisition of new wireless customers from which we generated
approximately $1,051,981 of our total revenues for such period. Dial up
customers generated approximately $249,656 of our total revenues for such
interim period. The balance of $356,701 resulted from other services,
including DSL, colocation, and consulting services.

Cost of sales for the fiscal year ended December 31, 1999 was $972,802,
which represented an increase of $542,200 (from $430,600 recorded for the
period ended December 31, 1998). The increase was primarily attributable to
increased third-party network service expense related to the growth in our
user base, as well as our expansion of the level of services began to offer,
most notably DSL services.

Selling expenses for the fiscal year ended December 31, 1999 were
$616,022, which represented an increase of $457,430 (from $158,592 for the
period ended December 31, 1998). The increase was primarily due to the hiring
of additional direct sales force personnel and success-based sales
commissions.

General and administrative expenses for the 1999 fiscal year were
$1,877,133, which represented an increase of $1,422,007 (from $455,126 for
fiscal year 1998). The increase was

22
<PAGE>

primarily due to the hiring of additional administrative personnel and
increased professional and consulting expense. We also will experience
increases in our general and administrative expenses due to preparation of the
annual and quarterly reports which are required now that we are a reporting
company.

Interest expense consists primarily of interest expense on capital
equipment leases. Interest expense for fiscal year 1999 was $46,895, which
represented a decrease of $4,560 from interest expense of $51,455 for fiscal
year 1998. The decrease was primarily attributable to the expiration of
approximately 65% of the capital leases previously entered into by the Company
in connection with the provision of dial-up services, and the ability of the
Company to outsource such dial-up services without having to replace such
capital leases.

Our net loss for the fiscal year ended December 31, 1999, totaled
$1,551,252, or $.16 per share, compared to $330,183, or $.09 per share, for
the fiscal year ended December 31, 1998. As discussed above the 1999 period
was impacted by costs associated with increases in the number of sales
personnel, administrative personnel, professional and consulting services and
depreciation expenses.

Factors Affecting Future Operations.
- ------------------------------------

Our operating results may fluctuate substantially in the future as a
result of a variety of factors, many of which are outside of our control,
including those discussed elsewhere in this filing. We plan to significantly
increase our operating expenses and capital expenditures to expand our sales
and marketing efforts, promote the brand, continue to enhance the features and
functionality of our product line, upgrade our internal network
infrastructure, pursue new distribution channels and hire new personnel across
all levels of our organization. We determine our operating expenses largely
on the basis of anticipated growth in our revenues, however, some of our
expenses are fixed in the short term. There are risks associated with the
timing and achievement of revenue targets due to a variety of factors, and
there can be no assurance that revenues will increase commensurately with
expenses. We believe that our expenses will exceed our revenues for the
foreseeable future. As a result of these and other factors, our operating
results may vary substantially from quarter to quarter.

Seasonal Aspects.
- ----------------

Our business is not seasonal because the sale of our services is not
linked to seasonal variables.

Year 2000 Compliance.
- ----------------------

We have experienced no material problems as a result of the change from
the Twentieth Century to the Twenty-First Century, and none of our vendors or
customers have advised us that they have experienced any such problems in
connection with our receipt or performance of any products or services. In
anticipation of potential Year 2000 problems, we adopted a Year 200 readiness
plan designed to eliminate or mitigate the risk of such problems. Any person
desiring
23
<PAGE>

to learn more about the specific Year 2000 readiness actions which we
undertook may contact us at the Company's headquarters.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are set forth on pages F-1
through F-19.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no change in, or disagreements with, our principal
independent accountant during our last three fiscal years.

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information on directors of the registrant called for by this Item is
incorporated by reference to the section entitled "Election of Directors and
Management Information" in the Company's Proxy Statement for its 2000 annual
shareholders meeting which will be filed with the United States Securities and
Exchange Commission. The information on executive officers of the registrant
called for by this Item is included herein in the section entitled "Executive
Officers of the Registrant."

ITEM 11: EXECUTIVE COMPENSATION

The following table shows compensation of our executive officers for our
last completed fiscal year.

SUMMARY COMPENSATION TABLE

Annual Compensation
-----------------

Fiscal Annual Other
Name and Principal Position Year Salary ($) Bonus Compensation
- ---------------------------- ------- ----------- ------ ------------

Jack Tortorice 1999 $ 98,000 $ 0 $ 0
Chief Executive Officer
and Director

24
<PAGE>

Thomas Rotert 1999 $ 0 $ 0 $ 0
Secretary and Treasurer

Compensation of Directors.
- --------------------------

We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.

Employment Contracts.
- --------------------

On January 1, 1999, we amended our employment agreement with Mr.
Tortorice. The agreement is for an initial term of five years, terminating on
December 31, 2003. However, the agreement automatically renews for one year
for the next four years after the initial term. Mr. Tortorice receives a
salary of $98,000 per year. He has a $500 car allowance per month and will be
reimbursed for expenses incurred on our behalf. We may terminate the
agreement for cause, as defined in the agreement. Pursuant to the agreement,
if we terminate the agreement we have agreed to buy back his original shares,
3,500 common shares, for $25 a share and we will distribute a pro rata share
of profits to each of them. Mr. Tortorice may terminate the agreement by
giving us 30 days notice.

On January 1, 2000, we entered into an employment agreement with Mr.
Bream for an initial term of five years, terminating on December 31, 2004.
Mr. Bream agreed to be employed as our President and Chief Operating Officer
for an interim period of sixty (60) days after which time he will become our
Chief Executive Officer for the remainder of the term of the contract. Mr.
Bream receives a salary of $120,000 per year and stock options pursuant to our
employee stock option plan for an aggregate of 580,000 common shares. Such
options include the right to purchase 100,000 common shares with an exercise
price of $3.00, which vest immediately, and the right to purchase 20,000
common shares each month for the first twenty-four months of employment.
Worldwide Wireless may terminate Mr. Bream's employment with written
notification with out cause and for cause, as defined in the agreement.
Worldwide Wireless is obligated to pay a severance payment equal to six months
of salary if termination is without cause. Mr. Bream may terminate the
employment with thirty-days written notice.

1999 Stock Option Plan.
- -----------------------

On August 13, 1999, the Company established an Employee Stock Ownership
Plan (the Plan). The Plan covers both current and prospective employees,
consultants and directors. Employees will be covered under the Incentive
Stock Option and consultants will be covered under the Nonstatutory Stock
Option.

The exercise price for each option shall be established by the Company
Board of Directors. The exercise price per share for an Incentive Stock Option
can not be less than the fair market value of a share of stock on the effective
grant date. The exercise price per share for a Nonstatutory Stock Option can
not be less than 85% of the fair market value of a share of stock on the
effective date of the option.
25
<PAGE>

As of December 31, 1999, there are 326,175 options granted but none have
yet vested. Per FASB 123, the Company recognized compensation when the
options vest, therefore no compensation has been recorded for these options.
No options are exercisable after the expiration of 10 years after the
effective grant date. The maximum number of shares to be issued under the
plan is 1,000,000.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our
outstanding common stock of: (i) each person or group known by us to own
beneficially more than 5% of our outstanding common stock, (ii) each of our
executive officers, (iii) each of our directors and (iv) all executive
officers and directors as a group. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. Except as indicated by footnote,
the persons named in the table below have sole voting power and investment
power with respect to all shares of common stock shown as beneficially owned
by them. The percentage of beneficial ownership is based on 11,799,988 shares
of common stock outstanding and options and warrants exercisable within 60
days as of December 31, 1999.

Common Stock Beneficially Owned
--------------------------------

Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
- ------------------------- ------------------- -------------------

Dennis and Susan Shen 3,084,500 (1) 26.1%
770 The City Drive South,
Suite 3700
Orange, California 92868

Sean LeMons 777,600 (2) 6.4%
15123 Brookhurst #205
Westminster, California 92683

Ming-Chau Yeung 774,000 (1) 6.3%
9 Red Coat Place
Irvine, California 92602

(1) Dennis Shen is the record owner of 500,000 shares and options to
purchase 4,500 shares, he and Susan Shen jointly own 1,806,000
shares, and they share voting and investment power of 774,000 shares
held by Susan's mother, Ming-Chau Yeung.

26
<PAGE>

(2) Includes options to purchase 3,600 shares exercisable within 60 days.

Disputed Beneficial Ownership.
- -------------------------------

In September 1998, Pacific Link entered into an option agreement with DFL
Capital Partners, LLC. According to the agreement DFL Capital Partners, LLC
was granted the option to buy 50,000 common shares at $0.10 per share. The
right to exercise the option vested immediately and remained exercisable for
ten (10) years The amount of common shares subject to the options would
adjust according to recapitalizations of Pacific Link. The parties to this
agreement are currently in a dispute as to the application of this agreement
to our common shares, and have filed a lawsuit in connection with such
dispute, which is described in detail under the heading "ITEM 3: LEGAL
PROCEEDINGS" above. Depending upon the resolution of this dispute, we may
have up to 700,000 common shares subject to these options and if the optionee
exercises the options it may become a 5% shareholder.

MANAGEMENT

Common Stock Beneficially Owned
------------------------------

Name and Address of Number of Shares of
Beneficial Ownership Common Stock Percentage of Class
- ------------------------ ------------------- -------------------
Jack Tortorice 2,910,500 (3) 24.6%
770 The City Drive South,
Suite 3700
Orange, California 92868

Charles C. Bream III 160,000 (4) 1.1%
770 The City Drive South,
Suite 3700
Orange, California 92868

Thomas Rotert 0 0.0%
2900 Bristol Street
Suite D-208
Costa Mesa, CA 92626

All executive officers and
Directors as a group 3,070,500 26.02%

(3) Includes options to purchase 4,500 shares exercisable within 60 days.

27
<PAGE>

(4) Represents options to purchase 140,000 shares exercisable within 60
days.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has entered into Employment Agreements with Jack Tortorice
and Charles C. Bream, III, who serve as the Company's Chairman of the Board of
Directors and Chief Executive Officer, respectively. These agreements call
for the Company to compensate Messrs. Tortorice and Bream with a combination
of cash and stock, as described above (See: Executive Compensation").

Thomas Rotert, a Director of the Company, also serves as our Corporate
Secretary and Treasurer. Mr. Rotert does not receive any compensation for
serving in these capacities, however his law firm, Schumann & Associates, has
been engaged by us to represent us as general legal counsel, for which they
receive compensation in cash as well as options to purchase common stock of
the Company under our 1999 Stock Option Plan. All stock to which Schumann &
Associates is entitled is purchasable at its trading price on the date
exercised, and options are earned at the end of each month at the rate of
10,000 options per month of service.

Dennis Shen, who formerly served as a Director of the Company, resigned
from that position in February 2000 (See "Executive Officers of the
Registrant"). He has continued to provide services to the Company under a
Consulting Agreement, for which he receives cash compensation equal to $50,000
per year, and will be responsible for, among other things, monitoring the
Pacific Bridge Net and Global Bridge E Net ventures on behalf of the Company.
(See: "Business: Product Development").

Sean LeMons, another founder of the Company and a holder of more than 5%
of our outstanding stock, is an employee of the Company. His annual salary
for FY1999 was $57,600.

PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
AND REPORTS ON FORM 8-K

(A) Financial Statements and Schedule

28
<PAGE>

The financial statements and schedules filed with this Form 10-K are set
forth in the Index to Consolidated Financial Statements and Schedules at page
F-1, which immediately precedes such documents.

(B) Reports on Form 8-K

A Form 8-K was filed on February 10, 2000, reporting our acquisition of
Tarrab Capital Group ("TCG") wherein all the outstanding shares of common
stock of TCG were exchanged for 5,000 shares of our restricted common stock.
We were the successor corporation in that merger, and TCG ceased to exist.

29
<PAGE>

FINANCIAL STATEMENTS

Worldwide Wireless Networks, Inc.
(formerly Pacific Link Internet, Inc.)

Consolidated Financial Statements

December 31, 1999 and 1998

<PAGE> 30

C O N T E N T S

Auditors' Report................................................... 3

Consolidated Balance Sheets ....................................... 4

Consolidated Statements of Operations.............................. 6

Consolidated Statements of Stockholders' Equity.................... 7

Consolidated Statements of Cash Flows.............................. 8

Notes to the Consolidated Financial Statements..................... 9

F-2

<PAGE> 31
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801) 363-1175
Fax (801) 363-0615

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.):

We have audited the accompanying consolidated balance sheets of Worldwide
Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) as of December
31, 1999 and 1998 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended and from
inception on August 1, 1997 through December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Worldwide Wireless Networks,
Inc. (formerly Pacific Link Internet, Inc.) as of December 31, 1999 and 1998
and the results of its operations and cash flows for the years then ended and
from inception on August 1, 1997 through December 31, 1997 in conformity with
generally accepted accounting principles.

/s/ Crouch, Bierwolf & Chisholm

Salt Lake City, Utah
February 18, 2000
F-3

<PAGE> 32
Worldwide Wireless Networks, Inc.
Consolidated Balance Sheets

ASSETS
------
December 31
1999 1998
------------- ------------
CURRENT ASSETS

Cash and Cash Equivalents (Note 1) $ 136,311 $ -
Accounts receivable (net of allowance for
doubtful accounts of $20,000 and
$2,200, respectively) 165,091 29,340
Employee advance 3,000 -
Inventory 129,861 -
Prepaid Expenses 18,912 -
------------- ------------

Total Current Assets 453,175 29,340
------------- ------------
PROPERTY & EQUIPMENT (Note 1)

Office equipment 103,231 28,833
Leased equipment 177,653 209,751
Machinery equipment 1,109,524 226,878
------------- ------------
1,390,408 465,462
Less:
Accumulated depreciation - leased equipment (165,255) (130,111)
Accumulated depreciation (282,495) (28,491)
------------- ------------

Total Property & Equipment 942,658 306,860
------------- ------------
OTHER ASSETS

Investments (Note 1) 36,885 -
Deferred Charges (Note 1) 21,984 10,428
Deposits 36,197 15,184
------------- ------------

Total Other Assets 95,066 25,612
------------- ------------
TOTAL ASSETS $ 1,490,899 $ 361,812
============= ============

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE> 33
Worldwide Wireless Networks, Inc.
(formerly Pacific Link Internet, Inc.)
Consolidated Balance Sheets continued

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

December 31
1999 1998
------------- ------------
CURRENT LIABILITIES
Bank overdrafts $ - $ 4,092
Accounts payable 655,485 522,337
Accrued expenses 83,933 -
Lines of credit (Note 6) 89,323 98,471
Unearned revenue (Note 1) 102,356 23,542
Current portion of long-term liabilities (Note 5) 665,355 102,517
------------- ------------

Total Current Liabilities 1,596,452 750,959
------------- ------------
LONG TERM LIABILITIES (Note 5)

Unearned Revenue (Note 1) - 17,948
Notes payable (Note 5) 562,245 9,277
Notes payable-related party (Note 5) 75,000 31,300
Capital lease obligations (Note 5) 30,340 88,190
Less current portion (665,355) (102,517)
------------- ------------

Total long term Liabilities 2,230 44,198
------------- ------------

TOTAL LIABILITIES 1,598,682 795,157
------------- ------------
STOCKHOLDERS' EQUITY

Common stock, 50,000,000 shares of $.001 par
value authorized, 1,799,988 and 3,999,988
shares issued and outstanding 11,800 4,000
Additional paid in capital 1,915,345 101,145
Retained earnings (2,034,928) (483,676)
Officer receivables - (54,814)
------------- ------------

Total Stockholders' Equity (107,783) (433,345)
------------- ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,490,899 $ 361,812
============= ============

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 34

Worldwide Wireless Networks, Inc.
Consolidated Statements of Operations

From
inception on
For the years August 1,1997
ended through
December 31 December 31
1999 1998 1997
------------ ------------- -------------
REVENUES $ 1,980,203 $ 841,841 $ 271,841

COST OF SALES 972,802 430,600 189,382
------------ ------------- -------------
GROSS PROFIT 1,007,401 411,241 82,459
------------ ------------- -------------
SELLING EXPENSES 616,022 158,592 68,827

BAD DEBT EXPENSE 40,317 94,861 15,657

GENERAL & ADMINISTRATIVE EXPENSES 1,877,133 455,126 138,939
------------ ------------- -------------
TOTAL OPERATING EXPENSES 2,533,472 708,579 223,423
------------ ------------- -------------
OPERATING INCOME (LOSS) (1,526,071) (297,338) (140,964)
------------ ------------- -------------
OTHER INCOME AND (EXPENSES)

Loss on investment (13,115) - -
Miscellaneous income 34,829 19,410 6,163
Interest expense (46,895) (51,455) (18,692)
------------ ------------- -------------
Total Other Income and (Expenses) (25,181) (32,045) (12,529)
------------ ------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES (1,551,252) (329,383) (153,493)

PROVISION FOR INCOME TAXES (Note 1) - 800 -
------------ ------------- -------------
NET INCOME (LOSS) $(1,551,252) $ (330,183) $ (153,493)
============ ============= =============
NET INCOME (LOSS) PER SHARE $ (.16) $ (.09) $ (.05)
============ ============= =============
WEIGHTED AVERAGE OUTSTANDING SHARES 9,716,655 3,679,994 3,360,000
============ ============= =============

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE> 35
Worldwide Wireless Networks, Inc.
Consolidated Statements of Stockholders' Equity
From inception on August 1, 1997 through December 31, 1999 and 1998

Common Stock Additional Retained
-------------------------- Paid in Earnings
Shares Amount Capital (Deficit)
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at inception on
August 1, 1997 - $ - $ - $ -

Shares issued to organizers for cash 3,360,000 3,360 (860) -

Net income (loss) for the period
ended December 31, 1997 - - - (153,493)
------------- ------------ ------------ ------------
Balance on December 31, 1997 3,360,000 3,360 (860) (153,493)

Shares issued for cash 639,988 640 102,005 -

Net income (loss) for the year
ended December 31, 1998 - - - (330,183)
------------- ------------ ------------ ------------
Balance on December 31, 1998 3,999,988 4,000 101,145 (483,676)

April 1, 1999 - Reverse acquisition
and reorganization adjustment 7,000,000 7,000 (7,000) -

April 2, 1999 - Stock issued for cash
and services valued at $.75 per share 400,000 400 299,600 -

June 1999 Stock issued for cash
at $5 per share 200,000 200 999,800 -

June 1999 Warrants issued for services - - 122,000 -

December 1999 - Stock issued for
cash at $2 per share 200,000 200 399,800 -

Net income (loss) for year ended
December 31, 1999 - - - (1,551,252)
------------- ------------ ------------ ------------

Balance on December 31, 1999 11,799,988 $ 11,800 $ 1,915,345 $(2,034,928)
============= ============ ============ ============

The accompanying notes are an integral part of these financial statements.

F-7
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
Worldwide Wireless Networks, Inc.
Consolidated Statements of Cash Flows

From
inception
For the years on August 1,
ended 1997 through
December 31 December 31,
1999 1998 1997
------------- ------------- ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities

Net income (loss) $ (1,551,252) $ (330,183) $ (153,493)
Non-cash items:
Depreciation & amortization 321,246 97,736 26,362
Bad debt - 94,836 15,657
Loss on investment 13,115 - -
Stock and warrants issued for services 322,000 - -
(Increase)/decrease in current assets:
Accounts receivable (135,751) (17,401) (14,114)
Accounts receivable-related party 54,814 (39,486) (18,853)
Employee advance (3,000) - -
Prepaid expenses (18,912) 3,263 (3,263)
Deferred charges (11,556) (10,428) -
Inventory (129,861) - -
Increase/(decrease) in current liabilities:
Bank overdraft (4,092) 4,092 -
Accounts payable 133,148 336,665 128,317
Accrued expenses 83,933 - -
Unearned revenue 60,866 41,490 -
------------- ------------- ------------
Net Cash Provided (Used)
by Operating Activities (865,302) 180,584 (19,387)
------------- ------------- ------------
Cash Flows from Investing Activities

Purchase of property and equipment (957,045) (187,411) (57,269)
Cash paid for deposits (21,013) (6,113) (9,071)
Cash paid for Investments (50,000) - -
------------- ------------- ------------
Net Cash Provided (Used)
by Investing Activities (1,028,058) (193,524) (66,340)
------------- ------------- ------------
Cash Flows from Financing Activities

Advances on line of credit 98 3,860 54,719
Cash paid on line of credit (9,246) - -
Cash from sale of stock 500,000 72,645 32,500
Cash received from debt financing 633,468 - 35,000
Principal payments on long-term debt (94,649) (64,519) (35,538)
Cash received in merger with Worldwide 1,000,000 - -
------------- ------------- ------------
Net Cash Provided (Used)
by Financing Activities 2,029,671 11,986 86,681
------------- ------------- ------------
Increase/(decrease) in cash 136,311 (954) 954

Cash and Cash Equivalents
at Beginning of Period - 954 -
------------- ------------- ------------
Cash and Cash Equivalents
at End of Period $ 136,311 $ - $ 954
============= ============= ============

The accompanying notes are an integral part of these financial statements.

F-8
</TABLE>
<PAGE> 37
<TABLE>
<CAPTION>

Worldwide Wireless Networks, Inc.
Consolidated Statements of Cash Flows
(continued)

------------- ------------- ------------
<S> <C> <C> <C>
Supplemental Cash Flow Information:
Cash paid for interest $ 28,119 $ 61,725 $ 8,422
Cash paid for income taxes $ - $ - $ -
Non-cash financing transaction:
Purchase of equipment
with lease obligations $ - $ 24,784 $ 184,967
Stock and warrants issued
for services $ 322,000 $ - $ -

F-9
</TABLE>
<PAGE> 38
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies

a. Organization

The audited financial statements presented for December 31, 1999 and
1998, are those of Worldwide Wireless Networks, Inc. (formerly Pacific Link
Internet, Inc.) (The Company). The Company was incorporated under the laws of
the State of California on September 22, 1997, however operations began on
August 1, 1997. The Company provides wireless internet access to business and
individuals. The Company's headquarters are located in Orange, California.

On April 1, 1999 the Company merged with Worldwide Wireless Networks,
Inc. (Worldwide) a public company with no operations, and assumed the name of
Worldwide Wireless Networks, Inc. Pursuant to the merger, Pacific Link ceased
to exist and Worldwide became the surviving corporation. Worldwide was
organized in the State of Nevada on June 10, 1992. Worldwide recently raised
$1,000,000 in anticipation of the merger, and provided this as the only asset
to the newly combined organization. The merger was treated as a reverse
merger for accounting purposes, therefore the December 31, 1999 period is
consolidated and the December 31,1998 and 1997 is that of the accounting
acquirer (Pacific Link Internet, Inc.) only.

b. Recognition of Revenue, Deferred Charges, Unearned Revenue

The Company recognizes income and expense on the accrual basis of
accounting. During 1998 and 1999, the Company entered into various sales
agreements whereby, a third party financial institution pays a factored sales
amount to the Company for sales contracts received from customers with terms
of 1 to 3 years. The Company has deferred the revenue on these contracts to
be recognized over the time of the contract. Unearned revenue has been
established on the books in order to defer the revenues received from the
third party on these contracts. The corresponding factoring fee has been
deferred as an asset called "deferred charges" and is also recognized over the
life of the contract. All other sales are recorded when the services are
completed.

c. Earnings (Loss) Per Share

The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements. The 1998 and 1997 weighted average shares have been retroactively
restated for the stock split treatment of the reverse merger for comparability
purposes. Fully diluted earnings per share has not been presented, because
the earnings per share is the same. Warrants to purchase 400,000 common
shares and employee stock options have been eliminated in the fully diluted
earnings per share due to their anti-dilutive effect.

F-10
<PAGE> 39
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies (continued)

d. Provision for Income Taxes

No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $2,035,000 that will be offset against
future taxable income. These NOL carryforwards begin to expire in the year
2013. No tax benefit has been reported in the financial statements because
the Company has yet to generate taxable income.

Deferred tax assets and the valuation account is as follows at December
31, 1999 and 1998:

1999 1998
Deferred tax asset: ---------- ----------
NOL carrryforward $ 691,000 $ 163,000
Valuation allowance (691,000) (163,000)
---------- ----------
Total $ - $ -
========== ==========

e. Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.

f. Property and Equipment

Expenditures for property and equipment and for renewals and betterments,
which extend the originally estimated economic life of assets or convert the
assets to a new use, are capitalized at cost. Expenditures for maintenance,
repairs and other renewals of items are charged to expense. When items are
disposed of, the cost and accumulated depreciation are eliminated from the
accounts, and any gain or loss is included in the results of operations.
Assets are reviewed by management annually for impairment and are written down
to fair market value if impairment exists.

The provision for depreciation is calculated using the straight-line
method over the estimated useful lives of the assets. Useful lives of assets
are as follows: Computer and wireless network equipment - 3 years; DSL
equipment - 1 year; Furniture and fixtures - 7 years; Office equipment - 5
years. Depreciation expense for the period ended December 31, 1999, 1998 and
1997 is $321,246, $97,736 and $26,362, respectively.

NOTE 2 - Related Party Transactions

During 1999, the Company paid $16,300 to a shareholder for a note payable
which was outstanding from December 31,1998.

During 1999, the Company paid $15,000 to a shareholder for a note payable
which was outstanding from December 31, 1997.

During 1999, the Company received $75,000 from a shareholder for a note
payable. As of December 31, 1999, the balance due is $75,000.

F-11
<PAGE> 40
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 3 - Investment

In April 1999, the Company entered into an agreement with Bridge
Technology, Inc., wherein the Company contributed $50,000 for a 20% interest
in Pacific Bridge Net (PBN). In addition to the capital contribution, the
Company was to provide consulting services to PBN for $50,000.

As of December 31, 1999, the investment has been reduced from $50,000 to
$36,885 due to the Company's 20% share of the $65,575 loss reported by PBN.
The Company uses the equity method of accounting for this investment.

NOTE 4 - Long-Term Liabilities

Long Term Liabilities are detailed in the following schedules as of
December 31, 1999 and 1998:

Notes payable is detailed as follows: 1999 1998
-------------- --------------

Note payable to an individual, payments due
monthly of $500 through July 2000, bears
interest at 7%, secured by equipment and
other assets. 3,777 9,277

Note payable to a corporation, payments due
monthly of $5,457 until paid in full, bears
interest at 12%, unsecured note 58,468 -

Note payable to a corporation, no monthly
payment, matures March 2000, bears interest
at 11%, guaranteed by an officer of the
Company and secured by business assets 500,000 -
-------------- --------------
Total Notes Payable 562,245 9,277
-------------- --------------

Notes payable related party is detailed as follows:

Note payable to a shareholder, non interest
bearing, due upon demand, unsecured note $ - $ 15,000

Note payable to a shareholder, non interest
bearing, due upon demand, unsecured note - 16,300

Note payable to a shareholder, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note 25,000 -

F-12

<PAGE> 41
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 4 - Long-Term Liabilities (continued) December 31,
1999 1998
-------------- --------------
Note payable to a shareholder, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note 50,000 -
-------------- --------------
Total notes payable - related party 75,000 31,300

Capital lease obligations are detailed in the following schedule as of
December 31, 1999 and 1998:

1999 1998
-------------- --------------
Capital lease obligation to a corporation
for antenna equipment, lease payments due
monthly of $710 through January 2001,
bears interest at 19.7%, secured by antenna
equipment. $ 8,815 $ 13,790

Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $175 through May 2001,
bears interest at 18%, secured by
wireless equipment. 2,743 4,091

Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $1,244 through October 2000,
bears interest at 15.5%, secured by wireless
equipment. 17,567 23,689

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $1,248 through December 1999, bears
interest at 32.5%, secured by equipment. 1,215 12,644

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $841 through October 1999, bears
interest at 17%, secured by equipment. - 7,792

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $721 through January 2000, bears
interest at 19.4%, secured by equipment. - 8,388

F-13

<PAGE> 42
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 4 - Long-Term Liabilities (continued) December 31
1999 1998
-------------- --------------
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $545 through August 1999, bears
interest at 19.2%, secured by equipment. - 3,582

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $997 through December 1999, bears
interest at 24.1%, secured by equipment. - 10,532

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $680 through January 1999, bears
interest at 24.1%, secured by equipment. - 667

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $338 through July 1999, bears
interest at 19.1%, secured by equipment. - 2,219

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $205 through April 1999, bears
interest at 15.2%, secured by equipment. - 796
-------------- --------------
Total Lease Obligations 30,340 88,190
-------------- --------------
Total long term liabilities 667,585 128,767

Less current portion of:
Notes payable 562,245 5,526
Notes payable - related party 75,000 31,300
Capital lease obligations 28,110 65,691
-------------- --------------
Total current portion 665,355 102,517
-------------- --------------
Net Long Term Liabilities $ 2,230 $ 26,250
============== ==============

Future minimum principal payments on notes payable are as follows at December
31, 1999:

2000 637,245
-------------
Total notes payable $ 637,245
=============

F-14

<PAGE> 43
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 4 - Long-Term Liabilities (continued)

Future minimum lease payments are as follows at December 31, 1999:

2000 32,626
2001 1,585
----------
-
Less portion representing interest 3,871
----------
Total $ 30,340
==========
NOTE 5 - Lines of Credit

The Company has three lines of credit with three banks with total credit
of $106,000. The average interest rate is 11.75%. The balances due at
December 31, 1999 and 1998 were $89,323 and $98,471, respectively.

NOTE 6 - Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting period. In these financial
statements, assets, liabilities, revenues and expenses involve reliance on
management's estimates. Actual results could differ from those estimates.

NOTE 7 - Commitments and Contingencies

The Company has an operating lease for office space. Monthly lease
payments are due of $2,549 for sixty months starting May 1, 1998 and ending
April 30, 2003.

The Company has an operating lease for antenna space on a roof. The
agreement calls for monthly payments of $350 the first six months, $450 the
next six months, and $500 for the remaining 48 months of the sixty-month
contract. The lease began on September 15, 1998 and ends on August 31, 2003.

The Company has an operating lease for office space. Monthly lease
payments are due of $4,021 for sixty months starting October 15, 1998 and
ending September 30, 2003.

The Company has an operating lease for office space. Monthly lease
payments are due of $10,083 and the lease expires in March 2004.

The Company has an operating lease for roof space. Monthly lease
payments are due of $250 for sixty months starting September 15, 1998 and
ending August 31, 2003.

The Company has an operating lease for roof space. Monthly lease
payments are due of $300 for sixty months starting November 16, 1998 and
ending October 31, 2003.

F-15
<PAGE> 44

NOTE 7 - Commitments and Contingencies (continued)

The Company has an operating lease for roof space that could potentially
secure up to three antennas. The agreement calls for minimum monthly
payments for the initial antenna of $1,000 the first twelve months, $1,050 the
next twelve months, $1,103 the following twelve months, $1,158 the next twelve
months, and $1,216 for the remaining twelve months of the sixty-month
contract. Each additional antenna (limit of three total) will require
monthly payments of $750 the first twelve months, $788 the next twelve months,
$827 the following twelve months, $868 the next twelve months, and $912 the
remaining twelve months. The lease began on October 1, 1998 and ends on
September 30, 2003.

The Company has an operating lease for roof space. Monthly lease
payments are due of $1,300 for use of a one directional antenna or $1,300 for
use of a four directional antenna for sixty months starting October 1, 1998
and ending September 30, 2003.

The Company has an operating lease for roof space. Monthly lease
payments are due of $250 for thirty-six months starting December 2, 1998 and
ending November 30, 2001.

The Company has an operating lease for roof space. Monthly lease
payments are due of $200 for thirty-six months starting August 1, 1999 and
ending July 31, 2002.

The Company has an operating lease for roof space. Monthly lease
payments are due of $300 for thirty-six months starting April 1, 1999 and
ending March 31, 2004.

Future minimum operating lease payments are as follows at December 31,
1999:

2000 $ 264,836
2001 265,473
2002 263,134
2003 216,578
2004 33,153
------------------
Total $ 1,043,174
==================

The Company is obligated under employment contracts to officers of the
Company through December 31, 2003, for $110,000 total compensation per year.

The Company has an investor group committed to providing capital for the
Company's continued expansion and operations. If this funding source did not
provide the necessary capital needed, the Company would need to find
additional sources of funding, or cut back on the expansion process to
maintain operations.

F-16
<PAGE> 45
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 8 - Employee Stock Option Plan

The exercise price for each option shall be established by the Company
Board of Directors. The exercise price per share for an Incentive Stock
Option can not be less than the fair market value of a share of stock on the
effective grant date. The exercise price per share for a Nonstatutory Stock
Option can not be less than 85% of the fair market value of a share of stock
on the effective date of the option.

During 1999, 2,895 options vested for employees prior to termination. No
options were exercised and the Company recorded no compensation due to the
immaterial amount of these vested options.

NOTE 9 - Reverse Acquisition and Reorganization

Effective April 1, 1999, Pacific Link Internet, Inc. (Pacific) (a private
company) was acquired by Worldwide Wireless Internet, Inc. (Worldwide) (a
public company). Worldwide issued 7,000,000 shares to the shareholders of
Pacific in exchange for all shares of Pacific, thus making it a wholly owned
subsidiary of Worldwide. The agreement provides for the acquisition to be
treated as a reverse acquisition, thus making Pacific the accounting survivor.
Because the historical financial information in these financial statements
prior to the reverse acquisition (April 1, 1999) is that of the accounting
acquirer (Pacific), a forward stock split of 8 for 1 has been retroactively
applied to show the effects of the reverse merger. The management of
Worldwide resigned and the management and board of Pacific filled the vacancy.

F-17

<PAGE> 46
Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 10 - Warrants

In June 1999, the Company issued warrants to purchase common stock at
various prices for services. The fair value of the warrants were determined
using the Black-Scholes option pricing model with the following assumptions:
risk free interest rate of 7%; warrant life of 5 years; volatility of 25% with
no dividend yield. The Company recorded expenses of $122,000 in connection
with the warrant issuance. No warrants were exercised at December 31, 1999
and the following are outstanding:

Warrants Exercise Price
---------- -----------------
100,000 $3.00 per share
100,000 4.00 per share
200,000 5.00 per share
----------
400,000
==========

NOTE 11 - Subsequent Events

On February 10, 2000, the Company entered an agreement to acquire all
outstanding stock of Tarrab Capital Group, a Nevada corporation, with the
issuance of 5,000 shares of the Company. Tarrab is an inactive public company
with no assets and no revenues or operations for the year ended December 31,
1999.

NOTE 12 - Stockholders' Equity Transactions

During 1998, the Company issued 639,988 shares of common stock at $.16
per share for cash.

On April 1, 1999, the Company issued 7,000,000 shares in the reverse
merger acquisition with Pacific Link Internet (See Note 10).

On April 2, 1999, the Company issued 400,000 shares of common stock for
cash of $100,000 and services valued at $200,000.

In June 1999, the Company issued 200,000 shares for $1,000,000 in cash at
$5 per share.

In June 1999, the Company issued warrants to purchase stock at 3.00, 4.00
and 5.00 per share, valued at $122,000 (See Note 11).

In December 1999, the Company issued 200,000 shares of common stock for
cash of $400,000, at $2 per share, from a private investor.

F-18
<PAGE> 47

Worldwide Wireless Networks, Inc.
Notes to Financial Statements
December 31, 1999 and 1998

NOTE 13 - Prior Period Restatement

Accounts receivable - related party was reclassified as a contra equity
account for the period ended December 31, 1998, to conform to SEC regulations
for officer receivables. Assets decreased by $54,814 and Equity decreased
the same amount for this restatement.

F-19
<PAGE> 48

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Worldwide Wireless Networks, Inc.
- ----------------------------------
(Registrant)

By: /s/ Charles C. Bream, III, President
----------------------------------
(Signature and Title)

April 13, 2000
- ----------------------------------
Date

In accordance with the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant, in the capacities
and on the dates indicated.

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

/s/ Jack Tortorice Director and Chief Executive April 13, 2000
Jack Tortorice Officer

/s/ Charles C. Bream, III President, Chief Operating April 13, 2000
Charles C. Bream, III Officer

/s/ Thomas Rotert Director April 13, 2000
Thomas Rotert

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for the fiscal year ended Dec. 31, 1999 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 136,311
<SECURITIES> 0
<RECEIVABLES> 168,091
<ALLOWANCES> (20,000)
<INVENTORY> 129,861
<CURRENT-ASSETS> 453,175
<PP&E> 1,390,408
<DEPRECIATION> (447,750)
<TOTAL-ASSETS> 1,490,899
<CURRENT-LIABILITIES> 1,596,452
<BONDS> 0
0
0
<COMMON> 11,800
<OTHER-SE> (119,583)
<TOTAL-LIABILITY-AND-EQUITY> 1,490,899
<SALES> 1,980,203
<TOTAL-REVENUES> 1,980,203
<CGS> 972,802
<TOTAL-COSTS> 2,533,472
<OTHER-EXPENSES> 25,181
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,895
<INCOME-PRETAX> (1,551,252)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,551,252)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,551,252)
<EPS-BASIC> (0.16)
<EPS-DILUTED> (0.16)

</TABLE>