UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-11968
WORLDWIDE WIRELESS NETWORKS, INC.
(NAME OF REGISTRANT IN ITS CHARTER)
NEVADA 88-0286466
(STATE OF INCORPORATION) (I. R. S. EMPLOYER IDENTIFICATION NO.)
770 THE CITY DRIVE SOUTH, SUITE 3700
ORANGE, CALIFORNIA 92868
(714) 937-5500
(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) and has been subject to such filing
requirements for the past 90 days.
Yes X No
As of June 30, 2000, there were 12,858,947 shares of the issuer's Common Stock
issued and outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
The registrant represents that the Consolidated Financial Statements furnished
herein have been reviewed by Crouch, Bierwolf & Chisholm, the company's
independent auditors, and prepared in accordance with generally accepted
accounting principles applied on a basis consistent with prior years, and that
such Consolidated Financial Statements reflect, in the opinion of the management
of the Company, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the consolidated financial position of
Worldwide Wireless Networks, Inc. and its subsidiaries (the "Company"), as of
June 30, 2000, and the results of its operations and its cash flows for the six
months then ended.
<PAGE>
WORLDWIDE WIRELESS NETWORKS, INC.
(Formerly Pacific Link Internet, Inc.)
Consolidated Financial Statements
June 30, 2000
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.)
Orange, CA
We have reviewed the accompanying condensed consolidated balance sheet of
Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) and
subsidiary as of June 30, 2000 and the related condensed consolidated statements
of income and cash flows for the period then ended. These financial statements
are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1999, and the related statements
of income, retained earnings, and cash flows for the year then ended (not
presented herein); and in our report dated February 18, 2000, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of December
31, 1999, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
The accompanying statements of operations and cash flows for the period ended
June 30, 1999 were not audited or reviewed by us and, accordingly, we do not
express an opinion on them.
Chisholm & Associates
August 12, 2000
<PAGE>
<TABLE>
<CAPTION>
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Balance Sheets
ASSETS
------
June 30 December 31
2000 1999
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents (note 1) $ 35,489 $ 136,311
Accounts receivable (net of allowance for doubtful accounts of
$54,553 and $20,000, respectively 489,167 165,091
Other receivables 25,820 3,000
Inventory 2,353,367 129,861
Prepaid Expenses 35,415 18,912
----------- -----------
Total Current Assets 2,939,258 453,175
----------- -----------
PROPERTY & EQUIPMENT
Office equipment 188,957 103,231
Leased equipment 61,315 177,653
Machinery equipment 1,563,432 1,109,524
----------- -----------
1,813,704 1,390,408
----------- -----------
Less:
Accumulated depreciation - leased equipment (59,137) (165,255)
Accumulated depreciation (523,979) (282,495)
Total Property & Equipment 1,230,588 942,658
----------- -----------
OTHER ASSETS
Investments 1,236,885 36,885
Deferred Charges 12,421 21,984
Deposits 61,671 36,197
Total Other Assets 1,310,977 95,066
TOTAL ASSETS $5,480,823 $1,490,899
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
<CAPTION>
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Balance Sheets continued
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
June 30 December 31
2000 1999
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable $ 2,918,731 $ 655,485
Accrued expenses 143,219 83,933
Lines of credit 80,595 89,323
Unearned revenue 105,418 102,356
Current portion of long-term liabilities 1,123,144 665,355
Total Current Liabilities 4,371,107 1,596,452
LONG TERM LIABILITIES
Notes payable 1,030,036 562,245
Notes payable - related party 75,000 75,000
Capital lease obligations 18,108 30,340
Less current portion (1,123,144) (665,355)
Total long term Liabilities 0 2,230
TOTAL LIABILITIES 4,371,107 1,598,682
STOCKHOLDERS' EQUITY
Common stock, 50,000,000 shares of 0.001 par value authorized
12,858,947 and 11,799,988 shares issued and outstanding 12,859 11,800
Additional paid in capital 4,997,692 1,915,345
Retain earnings (3,900,835) (2,034,928)
Officer receivables - -
Total Stockholders' Equity (1,109,716) (107,783)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 5,480,823 $ 1,490,899
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Statements of Operations
(unaudited)
For the six For the six For the six For the six
months months months months
ended June ended June ended June ended June
30 30 30 30
2000 1999 2000 1999
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
SALES $ 857,767 $ 429,160 $ 1,674,994 $ 657,385
COST OF GOODS SOLD 470,549 129,749 1,030,841 260,285
GROSS PROFIT 387,218 299,411 644,153 397,100
OPERATING EXPENSES
General and Administrative
Expenses 1,018,749 403,564 2,145,262 662,780
Sales 176,572 129,667 339,004 174,428
TOTAL OPERATING EXPENSES 1,195,321 533,231 2,484,266 837,208
OPERATING INCOME (LOSS) (808,103) (233,820) (1,840,113) (440,108)
OTHER INCOME AND
(EXPENSES)
Interest Expense (37,157) (5,533) (58,484) (15,739)
Miscellaneous Income 29,645 11,952 32,690 11,952
Total Other Income and
(Expenses) (7,512) 6,419 (25,794) (3,787)
NET INCOME (LOSS) $ (815,615) $ (227,401) $(1,865,907) $ (443,895)
NET INCOME (LOSS) PER SHARE $ (0.07) $ (0.05) $ (0.15) $ (0.05)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 12,370,658 4,548,020 12,281,380 8,383,327
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Statements of Cash Flows
(unaudited)
For the six
months ended For the six
June 30 months ended
2000 June 30
----
1999
------------
<S> <C> <C>
Cash Flows From Operating Activities $(1,865,907) $ (443,895)
Net income (loss)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Used in Operating Activities:
Depreciation & Amortization 251,703 113,718
Bad Debt 34,553
Shares issued for services 530,407
Shares issued for insurance policy 33,000
Change in Assets and Liabilities
(Increase) Decrease in:
Accounts Receivable (358,629) (162,946)
Other Receivables (22,821) (951)
Inventory (2,223,506) (25,685)
Prepaid Expenses (16,503) (27,097)
Deferred Charges (18,448)
Increase / (decrease) in:
Bank Overdraft (4,092)
Accounts Payable, Accrued Expenses 2,322,532 (64,028)
Lines of Credit (8,728)
Unearned Revenue 3,063 94,171
Net Cash Provided (Used) by Operating Activities (1,320,836) (539,253)
Cash Flows from Investing Activities
Purchase of Property and Equipment (539,634) (430,127)
Cash paid for deposits (25,474) (10,338)
Cash from deferred charges 9,563
Net Cash Provided (Used) by Investing Activities (555,545) (440,465)
Cash Flows from Financing Activities
Proceeds from debt financing 600,000 -
Principal payments on debt financing (44,441) (68,182)
Shares issued for cash 1,220,000 1,100,000
------------ -----------
Net Cash Provided (Used) by Financing Activities 1,775,559 1,031,818
Net Increase (Decrease) in Cash and Cash Equivalents (100,822) 52,100
<PAGE>
Cash and Cash Equivalents
Beginning 136,311 0
Ending $ 35,489 $ 52,100
Supplemental Disclosures of Cash Flow Information
Cash payments for interest $ 9,953 $ 15,739
Cash payments for income taxes $ 0 $ 0
============ ===========
Non-cash financing transactions
Investment acquired by issuing stock $ 1,200,000
Stock issued to retire note payable $ 100,000
<PAGE>
</TABLE>
WORLDWIDE WIRELESS NETWORKS, INC.
June 30, 2000
NOTES TO FINANCIAL STATEMENTS
Worldwide Wireless Networks, Inc. (the "Company") has elected to omit
substantially all footnotes to the financial statements for the three months
ended March 31, 2000, since there have been no material changes (other than
indicated in other footnotes) to the information previously reported by the
Company in their Annual Report filed on Form 10-KSB for the Fiscal year ended
December 31, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
MERGER WITH TARRAB CAPITAL GROUP
On February 10, 2000, the Company issued 5,000 shares of restricted common
stock valued at $20,000 for all of the outstanding shares of Tarrab Capital
Group(TCG), a Nevada Corporation. At the date of the merger, TCG had no assets
or liabilities and ceased to exist.
In connection with the merger, the Company issued 200,000 shares of
restricted common stock for legal fees valued at $400,000.
INVESTMENT
On June 28, 2000, the Company issued 300,000 shares of common stock valued at
$1,200,000 to Bridge Technology, Inc.(Bridge) in exchange for 150,000 shares of
Bridge stock valued at $1,200,000. The Company uses the cost method of
accounting.
<PAGE>
WORLDWIDE WIRELESS NETWORKS, INC.
June 30, 2000
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use of our report, dated August 12, 2000, in
this quarterly report on Form 10-Q for Worldwide Wireless Networks, Inc.
Chisholm & Associates
North Salt Lake, Utah
August 12, 2000
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK
This quarterly report may contain forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of such risks and uncertainties, including, among others,
general economic conditions, governmental regulation and competitive factors,
and, more specifically, interest rate levels availability of financing, consumer
confidence and preferences, the effectiveness of the Company's competitors, and
costs of materials and labor. In light of these risks and uncertainties, there
can be no assurance that the forward-looking information contained in this
quarterly report will in fact occur. 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. In
March of 2000, we 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). If we were unable to obtain 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, network consulting, and sales of network equipment. 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.
RESULTS OF OPERATIONS.
------------------------
Please refer to the Consolidated Financial Statements for Worldwide
Wireless Networks, Inc. which have been included earlier in this Report.
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
----------------------------------------------
Total revenues increased 155% or $1,017,609 to $1,674,994 for the six
months ended June 30, 2000 compared to revenues of $657,385 for the six months
ended June 30,1999. The increase in revenue was attributable to an increase in
sales personnel, further expansion of our existing market, and the utilization
of equipment purchasing contracts.
Costs of sales increased 296% or $770,556 to $1,030,841 for the six months
ended June 30, 2000 compared to cost of sales of $260,285 for the six months
ended June 30,1999. The increase was primarily attributable to increased third
party network service expense related to the growth in our customer base, as
well as our expansion of the level of services began to offer, such as DSL
services.
General and administrative expenses increased 224% or $1,482,482 to
$2,145,262 for the six months ended June 30, 2000 compared to $662,780 for the
six months ended June 30,1999. The increase was primarily due to costs
associated with the Tarrab Capital Group merger, the hiring of additional
administrative, technical support, management personnel and outside professional
services.
Selling expenses increased 94% or $164,576 to $339,004 for the six months
ended June 30, 2000 compared to $174,428 for the six months ended June 30,1999.
The increase was primarily due to the hiring of additional sales personnel.
Interest expense consists primarily of interest accrued for notes payable.
Interest expense increased 271% or $42,745 to $58,484 for the six months ended
June 30, 2000 compared to interest expense of $15,739 for the six months ended
June 30, 1999. The increase is primarily attributable to the interest accrued on
notes payable of $1,075,000 of which funds were used to continue expansion and
increase the customer base in our existing market.
We incurred a net loss of $1,865,907 or $.15 per share for the six months
ended June 30, 2000, compared to $443,895 or $.05 per share for the six months
ended June 30,1999. As discussed above the six months ended June 30, 2000 were
impacted by costs associated with the Tarrab Capital Group merger, increases in
our customer base, sales personnel, administrative personnel, executive
management personnel, professional services, and depreciation expenses.
LIQUIDITY AND CAPITAL RESOURCES.
----------------------------------
Since World Wide Wireless Networks, Inc.'s inception, we have posted
operating losses and have financed our operations primarily through the private
placement of equity securities, loans, leasing arrangements, and cash-flow from
operations. As of June 30, 2000 cash reserves totaled $35,489 with total current
assets of $2,939,258.
As of June 30, 2000, our long-term debt was $-0-. Our current
liabilities for that same date were $4,371,107, of which $1,123,144 accounts for
the current portion of, our long-term liabilities discussed above, and
$2,918,731 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 June 30, 2000, our principal commitments consisted of office,
roof-rights payments, and equipment leases. Future minimum principal payments
on notes payable were approximately $39,445. Future minimum lease payments were
$20,250 with $18,665 through 2000 and $5,484 through 2001. Of that amount,
capital lease payments due through the end of fiscal years 2000 and 2001 were
$16,523 and $1,585, respectively, and operating lease payments due through the
same periods were $212,877 and $283,836, respectively.
The consolidated cash flows show net cash used for our operating activities
for the six months ended June 30,2000 was $1,320,836. Net cash used for
operating activities consisted primarily of net operating losses and network
asset purchases. Net cash provided by our financing activities was $1,775,559
during the same period. Net cash provided by financing activities was
principally attributable to the sale of securities and short-term promissory
notes.
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.
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 2000 readiness
plan designed to eliminate or mitigate the risk of such problems. Any person
desiring to learn more about the specific Year 2000 readiness actions which we
undertook may contact us at the Company's headquarters.
FINANCIAL AND MANAGEMENT PLANS
---------------------------------
The Company's current business plan calls for us to launch wireless
networks in the western region of the United States and we have recently began
expansion in Los Angeles County as described above. In March we opened an
office in Los Angeles, California. We anticipate that during this expansion
based upon our historical funding of expansion efforts, we will remain
unprofitable in each market for approximately 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.
RECENT SALES OF UNREGISTERED SECURITIES
-------------------------------------------
On January 5, 2000 we issued 250,000 restricted common shares to Pacific
First National Corp., Inc. in consideration of Five Hundred Thousand Dollars
($500,000.00). The transaction was exempt pursuant to Sections 3 and 4 of the
Securities Act of 1933 and applicable state exemptions.
Pursuant to an Acquisition Agreement and Plan of Merger (the "Merger
Agreement") dated as of February 10, 2000 between us and Tarrab Capital Group
("TCG"), a Nevada corporation, all the outstanding shares of common stock of TCG
were exchanged for 5,000 shares of our 144 restricted common stock in a
transaction in which we were the successor corporation and TCG will cease to
exist. A copy of the Merger Agreement and Certificate of Merger were filed as
exhibits to the Form 8-K filed in February.
On February 10, 2000 we issued 200,00 restricted common shares to Mutual
Ventures Corporation ("KMVC") in consideration of legal services paid on behalf
of Worldwide Wireless Networks, Inc. by MVC. Legal fees of $400,000 were paid
to Sperry, Young & Stoecklein for services rendered in connection with the
Tarrab Capital Group merger. The transaction was exempt pursuant to Sections 3
and 4 of the Securities Act of 1933 and applicable state exemptions.
On February 10, 2000, we issued 200,000 restricted common shares to Mutual
Ventures Corporation in consideration of Four Hundred Thousand Dollars
($400,000) in legal fees paid to Sperry Young & Stoecklein for services rendered
in connection with the Tarrab Capital Group Merger. Mutual Ventures Corporation
paid for these legal services on our behalf. The transaction was exempt
pursuant to Section 3 and 4 of the Securities Act of 1933 and applicable state
exemptions.
On March 13, 2000 we issued 8,000 restricted common shares to Universal
Business Insurance, Inc. in consideration of an officer and director liability
insurance policy valued at Thirty Three Thousand Dollars ($33,000.00). The
transaction was exempt pursuant to Sections 3 and 4 of the Securities Act of
1933 and applicable state exemptions.
On March 15, 2000 we executed a promissory note in favor of PHI Mutual
Venture, LC, a Utah limited liability company, in the amount of One Million
Dollars ($1,000,000.00) at eleven percent (11%) per annum, payable on or before
March 15, 2001. In the event we receive financing in the amount of Three
Million Dollars ($3,000,000.00) or more, the loan becomes due and payable within
thirty (30) days.
Subsequent to the close of the first quarter, the Company awarded 915
shares to Robert P. Kelly, Jr. and Mimi Grant, joint owners of Southern
California Technology Executive Network in compensation for its membership in
that organization. The transaction was exempt pursuant to Section 3 and 4 of the
Securities Act of 1933 and applicable state exemptions.
Pursuant to a Letter of Intent dated as of May 8, 2000 between us and 1st
Universe Internet, L.P. ("FSUI"), all of the assets of FSUI are to be acquired
in exchange for 200,000 shares of our restricted common stock (see Form 8-K
filed May 12, 2000).
On May 15, 2000 we issued 100,000 restricted common shares to The Oxford
Group, Inc. in consideration of Three Hundred Fifty Thousand Dollars ($350,000)
in cash. The transaction was exempt pursuant to Section 3 and 4 of the
Securities Act of 1933 and applicable state exemptions.
On May 25, 2000, we issued 144,887 shares of common stock for cash of
$500,000 at $3.45 per share, from a private investor on June 30, 2000. We
subsequently recalled the shares and the $500,000 was rolled in to an agreement
to sell $1,000,000 convertible debenture and warrants purchase agreement with
AMRO International, S.A. and Trinity Capital Advisors, Inc. We will issue and
sell to investors One Million Dollars ($1,000,000) of Convertible Debentures and
100,000 warrants. A condition of sale is that we must register the investor
securities with the SEC.
On June 1, 2000, the Company issued 20,157 shares of common stock to
Schumann & Associates in consideration of legal and management services rendered
between October 1999 and May 31, 2000, which were valued at $46,865. The
transaction was exempt pursuant to Section 3 and 4 of the Securities Act of 1933
and applicable state exemptions.
On June 1, 2000, the Company issued 25,000 shares of common stock for
services valued at $58,125. The transaction was exempt pursuant to Section 3 and
4 of the Securities Act of 1933 and applicable state exemptions.
On June 14, 2000, the Company issued 5,000 shares of common stock for
services valued at $17,250. The transaction was exempt pursuant to Section 3 and
4 of the Securities Act of 1933 and applicable state exemptions.
On June 28, 2000, we issued 300,000 restricted common shares to Bridge
Technology, Inc. ("BTI") valued at $4.00 per share in consideration of the
issuance of 150,000 BTI unrestricted common shares valued at $8.00 per share.
All shares exchanged will become free trading upon registration with the
Securities and Exchange Commotion.
On June 19, 2000, we entered into a Private Equity line of Credit Agreement
with Whitsend Investments Limited, one of the Selling Shareholders. The terms
of the agreement allow for periodic draw downs of the funding at the discretion
of the Company, the Investor is committed to purchasing up to Twenty Million
Dollars ($20,000,000) of the Company's common stock. A condition to draw down
is that the Company must register the investor securities with the SEC.
SUBSEQUENT EVENTS
------------------
On July 10, 2000, we issued 5,000 shares of common stock to Triton West
Group for consideration of the services rendered in regards to the Convertible
Debenture and Warrants Purchase Agreement. A copy of the Convertible Debenture
and Warrants Purchase Agreement were filed as exhibits to the Form SB2
Registration filed on August 1, 2000.
On July 19, 2000 we issued 125,000 restricted common shares to Technology
Equity Fund Corp. in consideration of Two Hundred Fifty Thousand Dollars
($250,000) in cash. The transaction was exempt pursuant to Section 3 and 4 of
the Securities Act of 1933 and applicable state exemptions.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Worldwide Wireless Networks, Inc. (the "Company") has elected to omit
substantially all footnotes to the financial statements for the six months ended
June 30, 2000, since there have been no material changes (other than indicated
in other footnotes) to the information previously reported by the Company in
their Annual Report filed on Form 10-KSB for the Fiscal year ended December 31,
1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned - thereunto duly authorized.
WORLDWIDE WIRELESS NETWORK, INC.
Date: August 15, 2000
/s/ Charles C. Bream, III
-----------------------------
Charles C. Bream, III
President, Chief Operating Officer
