SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b25
NOTIFICATION OF LATE FILING
Commission File Number 0-27989
(Check One):
[X ] Form 10K and Form 10KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10Q and Form 10QSB [ ] Form NSAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10K and Form 10-KSB
[ ] Transition Report on Form 20F
[ ] Transition Report on Form 11K
[ ] Transition Report on Form 10Q and Form 10-QSB
[ ] Transition Report on Form NSAR
For the Transition Period Ended:
______________________________________________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Worldwide Wireless Networks, Inc.
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Former Name if Applicable:
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______________________________________________________________________________
Address of Principal Executive Office (Street and Number):
770 The City Drive South, Ste. 3700
Orange, California 92868
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City, state and zip code
<PAGE>
PART II
RULE 12b25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q, 10-QSB or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10- QSB, N-SAR or the transition report portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if needed).
The Registrant is unable to file its annual report on Form 10-K within the
prescribed time because it has recently made a change of legal counsel with
respect to its securities matters, and such counsel, in making its review of
the documents necessary to prepare the annual report, together with the
management of the company have identified certain discrepancies between the
information contained in its records and the information contained in certain
preliminary information obtained for the period ended December 31, 1999 from
the Registrant's independent auditors. While management of the Registrant
does not believe that the nature of these discrepancies will be material to
the filed version of the annual report, which will be made on or before the
15th calendar day following the date this report was to be filed with the
Securities and Exchange Commission, nevertheless the Registrant and its legal
counsel need more time to obtain all relevant documentation, including from
certain third parties, necessary to complete the annual report. If the
Registrant were not to receive an extension of the time to file this annual
report it would cause it to be subjected to unreasonable effort and expense.
A copy of a letter from our legal counsel is attached to this Form pursuant to
Section 12b-25(c).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Kenneth S. August, Esq. (714) 438-3885
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such other shorter
period that the Registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
[X] Yes [ ] No
<PAGE>
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Worldwide Wireless Networks, Inc. has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Date 3/29/00 By: /s/ Charles C. Bream III
_____________________________________________
Charles C. Bream, III
President
Instruction. The form may be signed by an executive officer of the
Registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the Registrant by an
authorized representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the Registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of the public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the Registrant is registered.
4. Amendments to the notifications must also be filed on Form 12-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
<PAGE>
ATTACHMENT
Part IV, Question 3: The Registrant experienced a potential net loss from
operations for the period ended December 31, 1999 of $1,551,252, which exceeds
the net loss from operations for the year ended December 31, 1998 by
$1,221,869, or almost 79%. The Registrant is unable to confirm the exact
amount of the net loss for the period ended December 31, 1999 until its
attorneys and accountants have completed their review of the matters set forth
herein.
<PAGE>
FELDHAKE, AUGUST & ROQUEMORE
Attorneys-at-Law
600 ANTON BOULEVARD
PLAZA TOWER, SUITE 1730
COSTA MESA, CALIFORNIA 92626-7124
Telephone No. (714) 438-3885
Facsimile No. (714) 438-3888
12400 Wilshire Blvd., Suite 400 501 W. Broadway, Suite 1600
Los Angeles, CA 90025 San Diego, CA 92101
Telephone No. (310) 826-4141 Telephone No. (619) 696-6788
Facsimile No. (310) 826-1828 Facsimile No. (619) 696-8685
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Arthur J. Swerdloff
Arthur M. Wilcox, Jr.
Of Counsel
March 29, 2000
By Telecopier and Certified Mail
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Mr. Charles C. Bream, III
President,
Worldwide Wireless Networks, Inc.
2900 Bristol Street D-208
Costa Mesa, CA 92626
Re: Worldwide Wireless Networks, Inc.
Filing of Annual Report on Form 10-K
Dear Cliff:
As you are aware, we have recently been engaged by Worldwide Wireless
Networks, Inc. (the "Company") to assist you in the preparation of certain
filings with the Securities and Exchange Commission, including the above
referenced Form 10-K. We have examined a substantial amount of documentation
in connection with our review, including speaking at length with management of
the Company, and reviewing certain preliminary audit information prepared by
your independent auditors.
While we have not seen anything that we believe is material to the
business or operations of the Company, we, together with Steve Button of your
office, believe there may be certain discrepancies in some of the information
reviewed relating to the reverse merger of the Company in March 1999, and we
recommend that you do not file your annual report on Form 10-K until further
review by us and your accountants is completed and all parties agree that such
filing is proper and correct in all respects. We have discussed with you the
advisability of filing a Notification of Late Filing on Form 12b-25, and you
may attach this letter thereto pursuant to Rule 12b-25(c). This Notification
should be filed because we believe it would subject the Company and its
professional advisors to unreasonable effort and expense not to request
the extension for time to file.
Very truly yours,
/s/ Kenneth S. August
Kenneth S. August
cc: Mr. Jack Tortorice (via facsimile)
Mr. Steve Button (via facsimile)
